UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2021~~March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-1023

S&P Global Inc.

(Exact name of registrant as specified in its charter)

New York

13-1026995

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

55 Water Street

New York

10041

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 212-438-1000

Securities registered pursuant to Section 12(b) of the Act:

Class

Trading Symbol

Name of Exchange on which registered

Common stock (par value $1.00 per share)

SPGI

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

☑

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☑

As of ~~July 23, 2021~~April 22, 2022 (latest practicable date), ~~241.0~~339.9 million shares of the issuer's classes of common stock (par value $1.00 per share) were ~~outstanding.~~outstanding excluding 7.2 million outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust.

S&P Global Inc.

INDEX


			Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Report of Independent Registered Public Accounting Firm			3
Consolidated Statements of Income for the three ~~and six~~months ended ~~June 30~~Mar ch 31 , 202 12 and 220 ~~020~~21			4
Consolidated Statements of Comprehensive Income for the three months ended March 31 , 202 2 and ~~six months ended June 30,~~ 202 1 ~~and~~ 20 20			5
Consolidated Balance Sheets as of ~~June~~March 303 1 , ~~2021~~202 2 and December 31, ~~2020~~202 1			6
Consolidated Statements of Cash Flows for the ~~six~~ three months ended ~~June 30~~March 31 , ~~2021~~202 2 and ~~2020~~20 21			7
Consolidated Statements of Equity for the three ~~and~~ ~~six~~ months ended ~~June 30, 2021~~March 3 1 , 202 2 and 2202 02 01			8
Notes to the Consolidated Financial Statements			109
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~(Unaudited)~~			2829
Item 3. Quantitative and Qualitative Disclosures About Market Risk			5051
Item 4. Controls and Procedures			5051
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			5152
Item 1A. Risk Factors			5152
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5152
Item 5. Other Information			5153
Item 6. Exhibits			5354
Signatures			5455

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of S&P Global Inc.

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of S&P Global Inc. (and subsidiaries) (the “Company”) as of ~~June 30, 2021,~~March 31, 2022, the related consolidated statements of income, comprehensive income, and equity for the three- ~~and six-month~~month periods ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the related consolidated statements of cash flows for the ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, ~~2020,~~2021, the related consolidated statements of income, comprehensive income, equity and cash flows for the year then ended, and the related notes and schedule (not presented herein); and in our report dated February ~~9, 2021,~~8, 2022, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, ~~2020,~~2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ ERNST & YOUNG LLP

New York, New York

~~July 29, 2021~~May 3, 2022

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

S&P Global Inc.

Consolidated Statements of Income

(Unaudited)


(in millions, except per share amounts)	(in millions, except per share amounts)	Three Months Ended				Six Months Ended				(in millions, except per share amounts)	Three Months Ended
		June 30,				June 30,					March 31,
		2021		2020		2021		2020			2022		2021
Revenue	Revenue	$	2,106	$	1,943	$	4,122	$	3,729	Revenue	$	2,389	$	2,016
Expenses:	Expenses:									Expenses:
Operating-related expenses	Operating-related expenses	533		493		1,060		1,011		Operating-related expenses	749		527
Selling and general expenses	Selling and general expenses	374		295		735		609		Selling and general expenses	958		360
Depreciation	Depreciation	23		19		42		39		Depreciation	26		19
Amortization of intangibles	Amortization of intangibles	22		32		53		61		Amortization of intangibles	111		31
Total expenses	Total expenses	952		839		1,890		1,720		Total expenses	1,844		937
Gain on dispositions	Gain on dispositions	0		(1)		(2)		(8)		Gain on dispositions	(1,344)		(2)
Equity in Income on Unconsolidated Subsidiaries										Equity in Income on Unconsolidated Subsidiaries	(3)		—
Operating profit	Operating profit	1,154		1,105		2,234		2,017		Operating profit	1,892		1,081
Other income, net	Other income, net	(22)		(10)		(29)		(9)		Other income, net	(49)		(7)
Interest expense, net	Interest expense, net	32		40		63		74		Interest expense, net	57		32

Loss on extinguishment of debt, net										Loss on extinguishment of debt, net	17		—
Income before taxes on income	Income before taxes on income	1,144		1,075		2,200		1,952		Income before taxes on income	1,867		1,056
Provision for taxes on income	Provision for taxes on income	287		233		534		421		Provision for taxes on income	568		248

Net income	Net income	857		842		1,666		1,531		Net income	1,299		808
Less: net income attributable to noncontrolling interests	Less: net income attributable to noncontrolling interests	(59)		(50)		(113)		(100)		Less: net income attributable to noncontrolling interests	(64)		(53)

Net income attributable to S&P Global Inc.	Net income attributable to S&P Global Inc.	$	798	$	792	$	1,553	$	1,431	Net income attributable to S&P Global Inc.	$	1,235	$	755

Earnings per share attributable to S&P Global Inc. common shareholders:	Earnings per share attributable to S&P Global Inc. common shareholders:									Earnings per share attributable to S&P Global Inc. common shareholders:

Net income:	Net income:									Net income:
Basic	Basic	$	3.31	$	3.29	$	6.45	$	5.92	Basic	$	4.49	$	3.14
Diluted	Diluted	$	3.30	$	3.28	$	6.42	$	5.90	Diluted	$	4.47	$	3.12
Weighted-average number of common shares outstanding:	Weighted-average number of common shares outstanding:									Weighted-average number of common shares outstanding:
Basic	Basic	240.8		240.9		240.7		241.5		Basic	275.2		240.6
Diluted	Diluted	241.8		241.9		241.7		242.6		Diluted	276.3		241.6

Actual shares outstanding at period end	Actual shares outstanding at period end					241.0		241.0		Actual shares outstanding at period end	339.9		240.9

See accompanying notes to the unaudited consolidated financial statements.

S&P Global Inc.

Consolidated Statements of Comprehensive Income

(Unaudited)


(in millions)	(in millions)	Three Months Ended				Six Months Ended				(in millions)	Three Months Ended
		June 30,				June 30,					March 31,
		2021		2020		2021		2020			2022		2021
Net income	Net income	$	857	$	842	$	1,666	$	1,531	Net income	$	1,299	$	808

Other comprehensive income:	Other comprehensive income:									Other comprehensive income:
Foreign currency translation adjustments	Foreign currency translation adjustments	38		(17)		13		(54)		Foreign currency translation adjustments	(21)		(25)
Income tax effect	Income tax effect	7		(4)		2		2		Income tax effect	(5)		(5)
		45		(21)		15		(52)			(26)		(30)

Pension and other postretirement benefit plans	Pension and other postretirement benefit plans	(1)		(37)		20		(34)		Pension and other postretirement benefit plans	5		21
Income tax effect	Income tax effect	0		10		(4)		9		Income tax effect	(1)		(4)
		(1)		(27)		16		(25)			4		17

Unrealized (loss) gain on cash flow hedges		(216)		5		(214)		(4)
Unrealized gain on cash flow hedges										Unrealized gain on cash flow hedges	107		2
Income tax effect	Income tax effect	56		(1)		56		1		Income tax effect	(26)		—
		(160)		4		(158)		(3)			81		2

Comprehensive income	Comprehensive income	741		798		1,539		1,451		Comprehensive income	1,358		797
Less: comprehensive income attributable to nonredeemable noncontrolling interests	Less: comprehensive income attributable to nonredeemable noncontrolling interests	(8)		(4)		(10)		(5)		Less: comprehensive income attributable to nonredeemable noncontrolling interests	(5)		(2)
Less: comprehensive income attributable to redeemable noncontrolling interests	Less: comprehensive income attributable to redeemable noncontrolling interests	(51)		(46)		(103)		(95)		Less: comprehensive income attributable to redeemable noncontrolling interests	(59)		(51)
Comprehensive income attributable to S&P Global Inc.	Comprehensive income attributable to S&P Global Inc.	$	682	$	748	$	1,426	$	1,351	Comprehensive income attributable to S&P Global Inc.	$	1,294	$	744

See accompanying notes to the unaudited consolidated financial statements.

S&P Global Inc.

Consolidated Balance Sheets


(in millions)	(in millions)	June 30, 2021		December 31, 2020		(in millions)	March 31, 2022		December 31, 2021
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	5,213	$	4,108	Cash and cash equivalents	$	4,405	$	6,497
Restricted cash	Restricted cash	8		14		Restricted cash	2		8
Accounts receivable, net of allowance for doubtful accounts: 2021 - $32; 2020 - $30		1,421		1,593
Accounts receivable, net of allowance for doubtful accounts: 2022 - $40; 2021 - $26						Accounts receivable, net of allowance for doubtful accounts: 2022 - $40; 2021 - $26	2,425		1,650

Prepaid and other current assets	Prepaid and other current assets	290		273		Prepaid and other current assets	548		334

Assets of a business held for sale						Assets of a business held for sale	407		321
Total current assets	Total current assets	6,932		5,988		Total current assets	7,787		8,810
Property and equipment, net of accumulated depreciation: 2021 - $615; 2020 - $587		268		284
Property and equipment, net of accumulated depreciation: 2022 - $998; 2021 - $620						Property and equipment, net of accumulated depreciation: 2022 - $998; 2021 - $620	348		241
Right of use assets	Right of use assets	446		494		Right of use assets	625		426
Goodwill	Goodwill	3,719		3,735		Goodwill	33,642		3,506
Other intangible assets, net	Other intangible assets, net	1,311		1,352		Other intangible assets, net	21,177		1,285
Equity investment in unconsolidated subsidiaries						Equity investment in unconsolidated subsidiaries	1,616		—
Other non-current assets	Other non-current assets	722		684		Other non-current assets	897		758
Total assets	Total assets	$	13,398	$	12,537	Total assets	$	66,092	$	15,026
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	210	$	233	Accounts payable	$	410	$	205
Accrued compensation and contributions to retirement plans	Accrued compensation and contributions to retirement plans	338		551		Accrued compensation and contributions to retirement plans	381		607

Short-term debt						Short-term debt	66		—
Income taxes currently payable	Income taxes currently payable	168		84		Income taxes currently payable	518		90
Unearned revenue	Unearned revenue	2,099		2,168		Unearned revenue	3,167		2,217

Other current liabilities	Other current liabilities	500		551		Other current liabilities	1,045		547

Liabilities of a business held for sale						Liabilities of a business held for sale	66		149
Total current liabilities	Total current liabilities	3,315		3,587		Total current liabilities	5,653		3,815
Long-term debt	Long-term debt	4,112		4,110		Long-term debt	11,326		4,114
Lease liabilities — non-current	Lease liabilities — non-current	496		544		Lease liabilities — non-current	692		492
Pension and other postretirement benefits	Pension and other postretirement benefits	290		291		Pension and other postretirement benefits	273		262
Deferred tax liability — non-current						Deferred tax liability — non-current	4,450		174
Other non-current liabilities	Other non-current liabilities	749		653		Other non-current liabilities	488		633
Total liabilities	Total liabilities	8,962		9,185		Total liabilities	22,882		9,490
Redeemable noncontrolling interest (Note 8)	Redeemable noncontrolling interest (Note 8)	3,105		2,781		Redeemable noncontrolling interest (Note 8)	3,429		3,429
Commitments and contingencies (Note 12)	Commitments and contingencies (Note 12)	0		0		Commitments and contingencies (Note 12)	0		0
Equity:	Equity:					Equity:
Common stock		294		294
Common stock, $1 par value: authorized - 600 million shares; issued: 2022 - 415 million shares; 2021 - 294 million shares						Common stock, $1 par value: authorized - 600 million shares; issued: 2022 - 415 million shares; 2021 - 294 million shares	415		294
Additional paid-in capital	Additional paid-in capital	963		946		Additional paid-in capital	43,445		1,031
Retained income	Retained income	14,237		13,367		Retained income	16,065		15,017
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(764)		(637)		Accumulated other comprehensive loss	(782)		(841)
Less: common stock in treasury	Less: common stock in treasury	(13,465)		(13,461)		Less: common stock in treasury	(19,441)		(13,469)
Total equity — controlling interests	Total equity — controlling interests	1,265		509		Total equity — controlling interests	39,702		2,032
Total equity — noncontrolling interests	Total equity — noncontrolling interests	66		62		Total equity — noncontrolling interests	79		75
Total equity	Total equity	1,331		571		Total equity	39,781		2,107
Total liabilities and equity	Total liabilities and equity	$	13,398	$	12,537	Total liabilities and equity	$	66,092	$	15,026

See accompanying notes to the unaudited consolidated financial statements.

S&P Global Inc.

Consolidated Statements of Cash Flows

(Unaudited)


(in millions)	(in millions)	Six Months Ended				(in millions)	Three Months Ended
		June 30,					March 31,
		2021		2020			2022		2021
Operating Activities:	Operating Activities:					Operating Activities:
Net income	Net income	$	1,666	$	1,531	Net income	$	1,299	$	808

Adjustments to reconcile net income to cash provided by operating activities:	Adjustments to reconcile net income to cash provided by operating activities:					Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	Depreciation	42		39		Depreciation	26		19
Amortization of intangibles	Amortization of intangibles	53		61		Amortization of intangibles	111		31
Provision for losses on accounts receivable	Provision for losses on accounts receivable	13		14		Provision for losses on accounts receivable	(7)		10
Deferred income taxes	Deferred income taxes	(47)		3		Deferred income taxes	(53)		(3)
Stock-based compensation	Stock-based compensation	50		22		Stock-based compensation	94		19
Gain on dispositions	Gain on dispositions	(2)		(8)		Gain on dispositions	(1,344)		(2)
Pension settlement charges, net of taxes		0		2

Loss on extinguishment of debt, net						Loss on extinguishment of debt, net	17		—
Other	Other	22		27		Other	24		19
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:	Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:					Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable	Accounts receivable	153		30		Accounts receivable	187		65
Prepaid and other current assets	Prepaid and other current assets	(71)		(48)		Prepaid and other current assets	5		(56)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	(199)		(192)		Accounts payable and accrued expenses	(318)		(239)
Unearned revenue	Unearned revenue	(76)		(56)		Unearned revenue	(100)		(61)

Other current liabilities	Other current liabilities	(26)		(16)		Other current liabilities	(239)		25
Net change in prepaid/accrued income taxes	Net change in prepaid/accrued income taxes	100		247		Net change in prepaid/accrued income taxes	432		172
Net change in other assets and liabilities	Net change in other assets and liabilities	13		(39)		Net change in other assets and liabilities	88		(39)
Cash provided by operating activities	Cash provided by operating activities	1,691		1,617		Cash provided by operating activities	222		768
Investing Activities:	Investing Activities:					Investing Activities:
Capital expenditures	Capital expenditures	(25)		(18)		Capital expenditures	(16)		(18)
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(10)		(185)		Acquisitions, net of cash acquired	295		(9)
Proceeds from dispositions	Proceeds from dispositions	2		2		Proceeds from dispositions	2,618		2
Changes in short-term investments	Changes in short-term investments	0		15		Changes in short-term investments	4		1
Cash used for investing activities		(33)		(186)
Cash provided by (used for) investing activities						Cash provided by (used for) investing activities	2,901		(24)
Financing Activities:	Financing Activities:					Financing Activities:

Payments on short-term debt, net						Payments on short-term debt, net	(219)		—
Proceeds from issuance of senior notes, net						Proceeds from issuance of senior notes, net	5,395		—
Payments on senior notes						Payments on senior notes	(3,074)		—
Dividends paid to shareholders	Dividends paid to shareholders	(371)		(323)		Dividends paid to shareholders	(186)		(186)
Distributions to noncontrolling interest holders, net	Distributions to noncontrolling interest holders, net	(118)		(92)		Distributions to noncontrolling interest holders, net	(55)		(69)

Repurchase of treasury shares	Repurchase of treasury shares	0		(1,153)		Repurchase of treasury shares	(7,003)		—
Exercise of stock options	Exercise of stock options	7		12		Exercise of stock options	3		3
Employee withholding tax on share-based payments	Employee withholding tax on share-based payments	(44)		(54)		Employee withholding tax on share-based payments	(66)		(41)
Cash used for financing activities	Cash used for financing activities	(526)		(1,610)		Cash used for financing activities	(5,205)		(293)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(33)		(23)		Effect of exchange rate changes on cash	(16)		(55)

Net change in cash, cash equivalents, and restricted cash	Net change in cash, cash equivalents, and restricted cash	1,099		(202)		Net change in cash, cash equivalents, and restricted cash	(2,098)		396
Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	4,122		2,886		Cash, cash equivalents, and restricted cash at beginning of period	6,505		4,122
Cash, cash equivalents, and restricted cash at end of period	Cash, cash equivalents, and restricted cash at end of period	$	5,221	$	2,684	Cash, cash equivalents, and restricted cash at end of period	$	4,407	$	4,518

See accompanying notes to the unaudited consolidated financial statements.

S&P Global Inc.

Consolidated Statements of Equity

(Unaudited)


Three Months Ended June 30, 2021
Three Months Ended March 31, 2022																		Three Months Ended March 31, 2022
(in millions)	(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		(in millions)	Common Stock $1 par		Additional Paid-in Capital		Retained Income		Accumulated Other Comprehensive Loss		Less: Treasury Stock		Total SPGI Equity		Noncontrolling Interests		Total Equity
Balance as of March 31, 2021		$	294	$	935	$	13,920	(648)		$	13,469	$	1,032	$	66	$	1,098
Balance as of December 31, 2021																		Balance as of December 31, 2021	$	294	$	1,031	$	15,017	$	(841)	$	13,469	$	2,032	$	75	$	2,107
Comprehensive income 1	Comprehensive income 1					798		(116)				682		8		690		Comprehensive income 1					1,235		59				1,294		5		1,299
Dividends (Dividend declared per common share — $0.77 per share)	Dividends (Dividend declared per common share — $0.77 per share)					(185)						(185)		(7)		(192)		Dividends (Dividend declared per common share — $0.77 per share)					(186)						(186)				(186)

Acquisition of IHS Markit																		Acquisition of IHS Markit	121		43,415								43,536				43,536
Share repurchases																		Share repurchases			(1,050)						5,953		(7,003)				(7,003)
Employee stock plans	Employee stock plans			28						(4)		32				32		Employee stock plans			49						19		30				30
Change in redemption value of redeemable noncontrolling interest	Change in redemption value of redeemable noncontrolling interest					(296)						(296)				(296)		Change in redemption value of redeemable noncontrolling interest					(1)						(1)				(1)
Other	Other											0		(1)		(1)		Other											—		(1)		(1)
Balance as of June 30, 2021		$	294	$	963	$	14,237	$	(764)	$	13,465	$	1,265	$	66	$	1,331
Balance as of March 31, 2022																		Balance as of March 31, 2022	$	415	$	43,445	$	16,065	$	(782)	$	19,441	$	39,702	$	79	$	39,781

Three Months Ended June 30, 2020
(in millions) Common Stock $1 par Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity
Balance as of March 31, 2020 $ 294 $ 754 $ 12,691 $ (660) $ 13,329 $ (250) $ 56 $ (194)
Comprehensive income 1
792 (44) 748 4 752
Dividends (Dividend declared per common share — $0.67 per share) (162) (162) (2) (164)
Employee stock plans 8 2 6 6
Change in redemption value of redeemable noncontrolling interest (135) (135) (135)
Other 3 3 0 3
Balance as of June 30, 2020 $ 294 $ 762 $ 13,189 $ (704) $ 13,331 $ 210 $ 58 $ 268

Six Months Ended June 30, 2021
(in millions) Common Stock $1 par Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity
Balance as of December 31, 2020 $ 294 $ 946 $ 13,367 (637) $ 13,461 509 $ 62 $ 571
Comprehensive income 1
1,553 (127) 1,426 10 1,436
Dividends (Dividend declared per common share — $1.54 per share) (371) (371) (7) (378)
Employee stock plans 17 4 13 13
Change in redemption value of redeemable noncontrolling interest (312) (312) (312)
Other — 1 1
Balance as of June 30, 2021 $ 294 $ 963 $ 14,237 $ (764) $ 13,465 $ 1,265 $ 66 $ 1,331


Six Months Ended June 30, 2020
Three Months Ended March 31, 2021																		Three Months Ended March 31, 2021
(in millions)	(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		(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, 2019		$	294	$	903	$	12,205	$	(624)	$	12,299	$	479	$	57	$	536
Balance as of December 31, 2020																		Balance as of December 31, 2020	$	294	$	946	$	13,367	$	(637)	$	13,461	$	509	$	62	$	571
Comprehensive income 1	Comprehensive income 1					1,431		(80)				1,351		5		1,356		Comprehensive income 1					755		(11)				744		2		746
Dividends (Dividend declared per common share — $1.34 per share)						(323)						(323)		(2)		(325)
Share repurchases				(120)						1,033		(1,153)				(1,153)
Dividends (Dividend declared per common share — $0.77 per share)																		Dividends (Dividend declared per common share — $0.77 per share)					(186)						(186)				(186)

Employee stock plans	Employee stock plans			(21)						(1)		(20)				(20)		Employee stock plans			(11)						8		(19)				(19)

Change in redemption value of redeemable noncontrolling interest	Change in redemption value of redeemable noncontrolling interest					(124)						(124)				(124)		Change in redemption value of redeemable noncontrolling interest					(16)						(16)				(16)
Other	Other											—		(2)		(2)		Other											—		2		2
Balance as of June 30, 2020		$	294	$	762	$	13,189	$	(704)	$	13,331	$	210	$	58	$	268
Balance as of March 31, 2021																		Balance as of March 31, 2021	$	294	$	935	$	13,920	$	(648)	$	13,469	$	1,032	$	66	$	1,098

1Excludes comprehensive income of $59 million and $51 million ~~and $46 million~~for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $103 million and $95 million for the six months ended June 30, 2021 and 2020,~~ respectively, attributable to our redeemable noncontrolling interest.

See accompanying notes to the unaudited consolidated financial statements.

S&P Global Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

1. Nature of Operations and Basis of Presentation

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

Our operations consist of 46 reportable segments: ~~S&P Global Ratings ("Ratings"),~~ S&P Global Market Intelligence ("Market Intelligence"), S&P Global ~~Platts~~Ratings ("~~Platts"~~Ratings") ~~and~~, S&P Global Commodity Insights ("Commodity Insights"), S&P Global Mobility ("Mobility"), S&P Dow Jones Indices ("Indices") and S&P Global Engineering Solutions ("Engineering Solutions").

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

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

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

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

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

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

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

On February 28, 2022, we completed the merger with IHS Markit Ltd. ("IHS Markit") by acquiring 100% of the IHS Markit common stock that was issued and outstanding as of the date of acquisition, and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the consolidated financial statements as of and during the three months ended March 31, 2022 include the financial results of IHS Markit from the date of acquisition. The merger with IHS Markit, a world leader in critical information, analytics, and solutions for the major industries and markets that drive economies, brings together two world-class organizations with leading brands and capabilities across information services that will be uniquely positioned to serve, facilitate and power the markets of the future.

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. 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, ~~2020~~2021 (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 six~~ months ended ~~June 30, 2021~~March 31, 2022 are not necessarily indicative of the results that may be expected for the full year.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable noncontrolling interests. 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 $8$2 million and ~~$14~~$8 million as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. Restricted cash primarily consisted of cash required to be on deposit under contractual agreements in connection with certain acquisitions and dispositions.

Contract Assets

Contract assets include unbilled amounts from when the Company transfers service to a customer before a customer pays consideration or before payment is due. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, contract assets were ~~$16~~$66 million and $7$9 million, respectively, and are included in accounts receivable in our consolidated balance sheets.

Unearned Revenue

We record unearned revenue when cash payments are received in advance of our performance. The ~~decrease~~increase in the unearned revenue balance at ~~June 30, 2021~~March 31, 2022 compared to December 31, ~~2020~~2021 is primarily driven by ~~$1.5 billion~~cash payments received in advance of satisfying our performance obligations, partially offset by $835 million of revenues recognized that were included in the unearned revenue balance at the beginning of the ~~period, offset by cash payments received in advance of satisfying our performance obligations.~~

period.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. As of ~~June 30, 2021,~~March 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was ~~$2.5~~$4.1 billion. We expect to recognize revenue on approximately half and three-quarters of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.

We do not disclose the value of unfulfilled performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts where revenue is a usage-based royalty promised in exchange for a license of intellectual property.

Costs to Obtain a Contract

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. 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 ~~$128~~$124 million and ~~$129~~$137 million as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets. The capitalized asset will be amortized over a period consistent with the transfer to the customer of the goods or services to which the asset relates, calculated based on the customer term and the average life of the products and services underlying the contracts which has been determined to be approximately 5 years. The expense is recorded within selling and general expenses.

We expense sales commissions when incurred if the amortization period is one year or less. These costs are recorded within selling and general expenses.

Equity in Income on Unconsolidated Subsidiaries

The Company holds an investment in a 50/50 joint venture arrangement with shared control with CME Group that combined each of the company’s post-trade services into a new joint venture, OSTTRA. The joint venture provides trade processing and risk mitigation operations and incorporates CME’s optimization businesses (Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business. The combination is intended to increase operating efficiencies of both the company’s business to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes.

Other Income, net

The components of other income, net for the ~~periods~~three months ended ~~June 30~~March 31 are as follows:


(in millions)	(in millions)	Three Months				Six Months				(in millions)	2022		2021
		2021		2020		2021		2020
Other components of net periodic benefit cost1		$	(11)	$	(5)	$	(22)	$	(15)
Other components of net periodic benefit cost										Other components of net periodic benefit cost	$	(4)	$	(11)
Net (gain) loss from investments	Net (gain) loss from investments	(11)		(5)		(7)		6		Net (gain) loss from investments	(45)		4
Other income, net	Other income, net	$	(22)	$	(10)	$	(29)	$	(9)	Other income, net	$	(49)	$	(7)

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

1110

2. Acquisitions and Divestitures

Acquisitions

~~Merger Agreement~~2022

~~In November~~Merger with IHS Markit

On February 28, 2022, we completed the merger with IHS Markit by acquiring 100% of ~~2020,~~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 and IHS Markit Ltd ("IHS Markit") entered into a merger agreement, pursuant to which, among other things, a subsidiary of S&P Global will merge with and into IHS Markit, with IHS Markit surviving the merger as a wholly owned subsidiary of S&P Global. Under the terms of the merger agreement,shares for each share of IHS Markit ~~issued and outstanding (other than excluded shares and dissenting shares) will be converted into the right to receive 0.2838 fully paid and nonassessable shares of S&P Global~~ common stock, ~~(and, if applicable,~~with cash paid in lieu of fractional shares. The Company also issued approximately 0.9 million replacement equity award shares ~~without interest), less any applicable withholding taxes. On March 11, 2021,~~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 0.2838and will continue to be held by the trustee in the EBT.

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

Preliminary Allocation of Purchase Price

The merger with IHS Markit ~~shareholders voted~~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 ~~approve~~ the ~~merger agreement. As~~assets acquired and liabilities assumed based on the estimated fair values at the date of ~~May 31, 2021, IHS Markit had approximately 398.6~~acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, of which $699 million ~~shares outstanding. Subject to certain closing conditions, the merger~~ is expected to be deductible for tax purposes. Goodwill is primarily attributed to synergies from future expected economic benefits, including enhanced revenue growth from expanded capabilities and geographic presence as well as substantial cost savings from duplicative overhead, streamlined operations and enhanced operational efficiency. Goodwill associated with the merger has not yet been assigned to the Company’s reportable segments. The March 31, 2022 consolidated balance sheet includes the assets and liabilities of IHS Markit, which have been measured at fair value as of the acquisition date. The preliminary allocation of purchase price recorded for IHS Markit was as follows:


(in millions)	February 28, 2022
Assets acquired
Cash and cash equivalents	$	310
Accounts receivable, net	968
Prepaid and other current assets	244
Assets of a business held for sale	1,519
Property and equipment	122
Right of use assets	234
Goodwill	30,136
Other intangible assets	20,002
Other non-current assets	1,730
Total assets acquired	$	55,265
Liabilities assumed
Account payable	$	174
Accrued compensation	81
Short-term debt	968
Unearned revenue	1,053
Other current liabilities	577
Liabilities of a business held for sale	72
Long-term debt	4,191
Lease liabilities - non-current	227
Deferred tax liability - non-current	4,330
Other non-current liabilities	56
Total liabilities assumed	$	11,729
Total consideration transferred	$	43,536

The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date. The fair values of the assets acquired and liabilities assumed, including the identifiable assets acquired, have been preliminarily determined using the income and cost approaches, and are partially based on inputs that are unobservable. For intangible assets, these inputs include forecasted future cash flows, revenue growth rates, customer attrition rates and discount rates that require judgement and are subject to change. Differences between the preliminary estimates and final accounting will occur, and those differences could be material.

The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities, but the potential for measurement period adjustments exists based on the Company’s continuing review of matters related to the acquisition. The Company expects to complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.

Acquired Identifiable Intangible Assets

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


(in millions)	Fair Value		Weighted Average Useful Lives
Customer relationships	$	14,552	25 years
Trade names and trademarks	1,542		14 years
Developed technology	1,150		10 years
Databases	2,758		12 years
Total Identified Intangible Assets	$	20,002	21 years

Expected Amortization Expense

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


(in millions)	2022		2023		2024		2025		2026
Amortization expense	$	1,148	$	1,143	$	1,141	$	1,114	$	1,092

Acquisition-Related Expenses

The Company incurred acquisition-related costs of $230 million and $49 million related to the IHS Markit merger for the three months ended March 31, 2022 and 2021, respectively. These costs were included in selling and general expenses within the Company’s consolidated statements of income for the three months ended March 31, 2022 and 2021, respectively.

Pro forma information

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

The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three months ended March 31, 2022 and 2021 as if the acquisition of IHS Markit had occurred on January 1, 2021. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the acquisition of IHS Markit been completed inon January 1, 2021. The pro forma results do not include any transaction costs, anticipated synergies or other expected benefits of the ~~fourth quarter~~acquisition.


	Three months ended March 31
(in millions)	2022		2021
Revenue	$	3,072	$	3,022
Net Income1	$	1,519	$	644

1 The proforma net income excludes $362 million of ~~2021.~~one-time merger and transaction costs for the three months ended March 31, 2022.

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

2021

During the ~~six~~three months ended ~~June 30,~~March 31, 2021, we did not complete any material acquisitions.

~~2020~~Divestitures

2022

As a condition of securing regulatory approval for the merger, S&P Global and IHS Markit agreed to divest of certain of their businesses. S&P Global’s divestitures include CUSIP Global Services, its Leveraged Commentary and Data (“LCD”) business and a related family of leveraged loan indices while the IHS Markit’s divestitures include Oil Price Information Services (“OPIS”); Coal, Metals and Mining; and PetroChem Wire businesses and its base chemicals business.

In March of 2022, we completed the previously announced sale of CUSIP Global Services ("CGS"), a business within our Market Intelligence segment, to FactSet Research Systems Inc. for a purchase price of $1.925 billion in cash, subject to customary adjustments. During the three months ended March 31, 2022, we recorded a pre-tax gain of $1.344 billion ($999 million after tax) in Gain on dispositions in the consolidated statements of income related to the sale of CGS.

In February ~~of 2020, CRISIL, included within our Ratings segment,~~2022, we completed the ~~acquisition~~previously announced sale of Greenwich Associates LLC ("Greenwich"), a leading provider of proprietary benchmarking data, analytics and qualitative, actionable insights that helps financial services firms worldwide measure and improve business performance. The acquisition will complement CRISIL's existing portfolio of products and expand offeringsOPIS to ~~new segments across financial services including commercial banks and asset and wealth managers. The acquisition of Greenwich is not material to our consolidated financial statements.~~News Corp for $1.150 billion in cash.

In January of 2020, we completed the acquisition of the ESG Ratings Business from RobecoSAM, which includes the widely followed SAM* Corporate Sustainability Assessment, an annual evaluation of companies' sustainability practices. The acquisition will bolster our position as the premier resource for essential environmental, social, and governance ("ESG") insights and product solutions for our customers. Through this acquisition, we will be able to offer our customers even more transparent, robust and comprehensive ESG solutions. The acquisition of the ESG Ratings Business is not material to our consolidated financial statements.

~~Divestitures~~

2021

During the ~~six~~three months ended ~~June 30,~~March 31, 2021, we did not complete any dispositions.

During the ~~six~~three months ended ~~June 30,~~March 31, 2021, we recorded a pre-tax gain of $2 million ($2 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Standard & Poor's Investment Advisory Services LLC ("SPIAS"), a business within our Market Intelligence segment, in July of 2019.

~~2020~~Assets and Liabilities Held for Sale

~~In January~~The components of 2020, Market Intelligence entered into a strategic alliance to transition S&P Global Market Intelligence's Investor Relations ("IR") webhosting business to Q4 Inc. ("Q4"), a third party provider of investor relations related services. This alliance integrated Market Intelligence's proprietary data into Q4's portfolio of solutions, enabling further opportunitiesassets and liabilities held for commercial collaboration. In connection with transitioning its IR webhosting business to Q4, Market Intelligence made a minority investment in Q4. During the three and six months ended June 30, 2020, we recorded a pre-tax gain of $1 million ($1 million after-tax) and $8 million ($8 million after-tax) in Gain on dispositionssale in the consolidated ~~statements~~balance sheet consist of ~~income related to~~ the ~~sale of IR.~~following:


(in millions)	March 31,		December 31,
	2022 1		2021 2
Accounts Receivable, net	26		$	59
Goodwill	381		255
Other assets	—		7
Assets of businesses held for sale	$	407	$	321

Accounts payable and accrued expenses	$	—	$	11
Unearned revenue	66		138
Liabilities of businesses held for sale	$	66	$	149

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

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

The operating profit of our businesses that were disposed of or classified as held for sale for the ~~periods~~three months ended ~~June 30~~March 31 is as follows:


(in millions)	(in millions)	Three Months				Six Months				(in millions)	2022		2021
		2021		2020		2021		2020
Operating profit 1		$	0	$	1	$	1	$	1
Operating profit 3										Operating profit 3	$	34	$	42

13 The ~~six~~operating profit presented includes the revenue and recurring direct expenses associated with businesses disposed of or held for sale. The three months ended ~~June 30,~~March 31, 2022 and 2021 excludes a pre-tax ~~gain~~gains related to the sale ~~of the~~CGS and SPIAS of ~~$2 million. The three~~$1.3 billion and ~~six months ended June 30, 2020 excludes a pre-tax gain on the sale of the IR webhosting business of $1 million and $8~~$2 million, respectively.

3. Income Taxes

The effective income tax rate was ~~25.1%~~30.4% and ~~24.3%~~23.4% for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and March 31, 2021, ~~respectively, and 21.7% and 21.6% for the three and six months ended June 30, 2020,~~ respectively. The increase in ~~2021~~the three months ended March 31, 2022 was primarily due to ~~an increase in taxes~~the tax charge on ~~foreign operations, including the re-valuation of deferred tax liabilities~~merger related ~~to a UK income tax rate change, certain~~divestitures and deal related non-deductible ~~IHS Markit merger costs and the successful resolution of tax examinations in the prior year.~~ costs.

At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The tax expense or benefit related to significant unusual or infrequently occurring items that will be separately reported or reported net of their related tax effect, and are individually computed, is recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.

The Company is continuously subject to tax examinations in various jurisdictions. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the total amount of federal, state and local, and foreign unrecognized tax benefits was ~~$132~~$191 million and ~~$121~~$147 million, respectively, exclusive of interest and penalties. We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we had ~~$26~~$30 million and $24 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits. Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits may decrease by approximately $19 million in the next twelve months as a result of the resolution of local tax examinations.

1314

4. Debt

A summary of short-term and long-term debt outstanding is as follows:
(in millions) June 30,
2021 December 31,
2020
4.0% Senior Notes, due 2025 1
695 695
2.95% Senior Notes, due 2027 2
495 495
2.5% Senior Notes, due 2029 3
496 495
1.25% Senior Notes, due 2030 4
593 592
6.55% Senior Notes, due 2037 5
290 290
4.5% Senior Notes, due 2048 6
273 273
3.25% Senior Notes, due 2049 7
589 589
2.3% Senior Notes, due 2060 8
681 681
Long-term debt 4,112 4,110


(in millions)	March 31, 2022		December 31, 2021
5.0% Senior Notes, due 2022 1	$	66	$	—
4.125% Senior Notes, due 2023 2	39		—
3.625% Senior Notes, due 2024 3	48		—
4.75% Senior Notes, due 2025 4	267		—
4.0% Senior Notes, due 2025 5	283		696
4.0% Senior Notes, due 2026 6	3		—
2.95% Senior Notes, due 2027 7	496		496
2.45% Senior Notes, due 2027 8	1,234		—
4.75% Senior Notes, due 2028 9	834		—
4.25% Senior Notes, due 2029 10	1,038		—
2.5% Senior Notes, due 2029 11	496		496
2.7% Sustainability-Linked Senior Notes, due 2029 12	1,231		—
1.25% Senior Notes, due 2030 13	593		593
2.90% Senior Notes, due 2032 14	1,469		—
6.55% Senior Notes, due 2037 15	290		290
4.5% Senior Notes, due 2048 16	273		273
3.25% Senior Notes, due 2049 17	590		589
3.70% Senior Notes, due 2052 18	974		—
2.3% Senior Notes, due 2060 19	682		681
3.9% Senior Notes, due 2062 20	486		—




Total debt	11,392		4,114
Less: short-term debt including current maturities	66		—
Long-term debt	$	11,326	$	4,114

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

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

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

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

5Interest payments are due semiannually on June 15 and December ~~15,~~1, and as of ~~June 30, 2021,~~March 31, 2022, the unamortized debt discount and issuance costs total $5$4 million.

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

7 Interest payments are due semiannually on January 22 and July 22, and as of ~~June 30, 2021,~~March 31, 2022, the unamortized debt discount and issuance costs total $5$4 million.

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

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

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

11 Interest payments are due semiannually on June 1 and December 1, and as of ~~June 30, 2021,~~March 31, 2022, the unamortized debt discount and issuance costs total $4 million.

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

13Interest payments are due semiannually on February 15 and August 15, ~~beginning on February 15, 2021,~~ and as of ~~June 30, 2021,~~March 31, 2022, the unamortized debt discount and issuance costs total $7 million.

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

15 Interest payments are due semiannually on May 15 and November 15, and as of ~~June 30, 2021,~~March 31, 2022, the unamortized debt discount and issuance costs total $3 million.

616 Interest payments are due semiannually on May 15 and November 15, and as of ~~June 30, 2021,~~March 31, 2022, the unamortized debt discount and issuance costs total $10 million.

717Interest payments are due semiannually on June 1 and December 1, and as of ~~June 30, 2021,~~March 31, 2022, the unamortized debt discount and issuance costs total ~~$11~~$10 million.

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

19Interest payments are due semiannually on February 15 and August 15, ~~beginning on February 15, 2021,~~ and as of ~~June 30, 2021,~~March 31, 2022, the unamortized debt discount and issuance costs total ~~$19~~$18 million.

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

The fair value of our total debt borrowings was ~~$4.4~~$10.8 billion and ~~$4.6~~$4.4 billion as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, and was estimated based on quoted market prices.

On ~~April 26, 2021,~~February 28, 2022, we ~~entered into~~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 7 series of Senior Notes issued by IHS Markit. The Exchange Offer was treated as a ~~revolving $1.5~~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 the liability management transactions settled within the first quarter, however, given the timing of certain redemptions a lesser portion of these settled post-quarter end.

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

We have the ability to borrow a total of $2.0 billion through our commercial paper program, which is supported by our $2.0 billion five-year credit agreement (our "credit facility") that will terminate on April 26, 2026. ~~This credit facility replaced our~~On April 26, 2021, we entered into a revolving ~~$1.2~~$1.5 billion five-year credit ~~facility (our "previous credit facility")~~agreement that ~~was scheduled~~included an accordion feature which allowed the Company to ~~terminate on June 30, 2022. The previous~~increase the total commitments thereunder by up to an additional $500 million, subject to certain customary terms and conditions. On February 25, 2022, we exercised the accordion feature which increased the total commitments available under our credit facility ~~was canceled immediately after the new credit facility became effective. There were 0 outstanding borrowings under the previous credit facility when it was replaced.~~

~~We have the ability to borrow a total of~~from $1.5 billion ~~through our commercial paper program, which is supported by our credit facility.~~to $2.0 billion. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there was 0no commercial paper issued or outstanding, and we similarly did not draw or have any borrowings outstanding from the credit facility or previous credit facility during the three and six months ended June 30, 2021 and 2020.outstanding.

Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving ~~three~~3 environmental sustainability performance indicators related to emissions, tested annually. We currently pay a commitment fee of 9 basis points. The credit facility also includes an accordion feature which allows the Company to increase the total commitments thereunder by up to an additional $500 million, subject to certain customary terms and conditions. The credit facility contains customary affirmative and negative covenants and customary events of default. The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.

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

5. Derivative Instruments

Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~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 ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing. These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We do not enter into any derivative financial instruments for speculative purposes.

Undesignated Derivative Instruments

During the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and twelve months ended December 31, ~~2020,~~2021, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet. These forward contracts do not qualify for hedge accounting. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the aggregate notional value of these outstanding forward contracts was ~~$276~~$878 million and ~~$460~~$376 million, respectively. The changes in fair value of these forward contracts are recorded in prepaid and other assets or other current liabilities in the consolidated balance sheet with their corresponding change in fair value recognized in selling and general expenses in the consolidated statement of income. The amount recorded in prepaid and other current assets as of March 31, 2022 and December 31, 2021 was $5 million and $5 million, respectively. The amount recorded in other current liabilities as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was $6$3 million and $2less than $1 million, respectively. The amount recorded in selling and general expense related to these contracts was a net ~~gain~~loss of $3$19 million and ~~a net loss of $3~~$6 million for three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~respectively, and a net gain of $7 million and a net loss of $4 million for the three and six months ended June 30, 2020,~~ respectively.

Net Investment Hedges

During the ~~six months ended June 30, 2021 and~~ twelve months ended December 31, ~~2020,~~2021, we entered into cross currency swaps to hedge a portion of our net investment in one of our European subsidiaries against volatility in the Euro/U.S. dollar exchange rate. These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2024, 2029, 2030. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the notional value of our outstanding cross currency swaps designated as a net investment hedge was $1 billion. The changes in the fair value of swaps are recognized in foreign currency translation

adjustments, a component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated. We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates. Accordingly, amounts related to the cross currency swaps recognized directly in net income for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 represent net periodic interest settlements and accruals, which are recognized in interest expense, net. We recognized net interest ~~income~~expense of ~~$5 million and $9~~$10 million for the three ~~and six~~ months ended ~~June 30, 2021, respectively,~~March 31, 2022 and ~~$2 million and~~net interest income of $5 million for the three ~~and six~~ months ended ~~June 30, 2020,~~March 31, 2021, respectively.

Cash Flow Hedges

Foreign Exchange Forward Contracts

During the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and twelve months ended December 31, ~~2020,~~2021, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the ~~second~~first quarter of ~~2023~~2024 and the fourth quarter of ~~2022,~~2023, respectively. These contracts are intended to offset the impact of movement of exchange rates on future revenue and operating costs and are scheduled to mature within twenty-four months. The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and are subsequently reclassified into revenue and selling and general expenses in the same period that the hedged transaction affects earnings.

As of ~~June 30, 2021,~~March 31, 2022, we estimate that ~~$13~~less than $1 million of pre-tax gain related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.

As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was ~~$480~~$501 million and ~~$489~~$498 million, respectively.

Interest Rate Swaps

During the ~~six~~the twelve months ended ~~June 30,~~December 31, 2021, we entered into a series of interest rate swaps. These contracts are intended to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing and are scheduled to mature beginning in the first quarter of 2027. These interest rate swaps are designated as cash flow hedges. 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~~interest expense, net in the same period that the hedged transaction affects earnings.

As of ~~June 30, 2021,~~March 31, 2022, the aggregate notional value of our outstanding interest rate swaps designated as cash flow hedges was ~~$2.3~~$1.4 billion.

The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


(in millions)	(in millions)		June 30,		December 31,		(in millions)		March 31,		December 31,
Balance Sheet Location	Balance Sheet Location		2021		2020		Balance Sheet Location		2022		2021
Derivatives designated as cash flow hedges:	Derivatives designated as cash flow hedges:						Derivatives designated as cash flow hedges:
Prepaid and other current assets	Prepaid and other current assets	Foreign exchange forward contracts	$	14	$	23	Prepaid and other current assets	Foreign exchange forward contracts	$	6	$	7

Other current liabilities	Other current liabilities	Foreign exchange forward contracts	$	0	$	2	Other current liabilities	Foreign exchange forward contracts	$	5	$	—
Other non-current liabilities	Other non-current liabilities	Interest rate swap contracts	$	206	$	0	Other non-current liabilities	Interest rate swap contracts	$	72	$	270
Derivatives designated as net investment hedges:	Derivatives designated as net investment hedges:						Derivatives designated as net investment hedges:

Other non-current liabilities	Other non-current liabilities	Cross currency swaps	$	77	$	107	Other non-current liabilities	Cross currency swaps	$	4	$	17

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

~~Three Months~~

(in millions) Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion) Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
2021 2020 2021 2020
Cash flow hedges - designated as hedging instruments
Foreign exchange forward contracts $ (6) $ 4 Revenue, Selling and general expenses $ 5 $ (2)
Interest rate swap contracts $ (208) $ 0 Interest expense, net $ 0 $ 0
Net investment hedges - designated as hedging instruments
Cross currency swaps $ 11 $ (22) Interest expense, net $ (3) $ 0

March 31:

1618

~~Six Months~~


(in millions)	(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)				(in millions)	Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion)				Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)	Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
		2021		2020			2021		2020			2022		2021			2022		2021
Cash flow hedges - designated as hedging instruments	Cash flow hedges - designated as hedging instruments										Cash flow hedges - designated as hedging instruments
Foreign exchange forward contracts	Foreign exchange forward contracts	$	(6)	$	(3)	Revenue, Selling and general expenses	$	10	$	(4)	Foreign exchange forward contracts	$	(7)	$	—	Revenue, Selling and general expenses	$	2	$	5
Interest rate swap contracts	Interest rate swap contracts	$	(206)	$	0	Interest expense, net	$	0	$	0	Interest rate swap contracts	$	113	$	2	Interest expense, net	$	—	$	—

Net investment hedges - designated as hedging instruments	Net investment hedges - designated as hedging instruments										Net investment hedges - designated as hedging instruments
Cross currency swaps	Cross currency swaps	$	26	$	9	Interest expense, net	$	(3)	$	0	Cross currency swaps	$	21	$	15	Interest expense, net	$	(1)	$	—

The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the ~~periods~~three months ended ~~June 30:~~March 31:


(in millions)	(in millions)	Three Months				Six Months				(in millions)	2022		2021
		2021		2020		2021		2020
Cash Flow Hedges	Cash Flow Hedges									Cash Flow Hedges
Foreign exchange forward contracts	Foreign exchange forward contracts									Foreign exchange forward contracts
Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period		$	14	$	(5)	$	14	$	2
Net unrealized gains on cash flow hedges, net of taxes, beginning of period										Net unrealized gains on cash flow hedges, net of taxes, beginning of period	$	6	$	14
Change in fair value, net of tax	Change in fair value, net of tax	3		2		8		(7)		Change in fair value, net of tax	(3)		5
Reclassification into earnings, net of tax	Reclassification into earnings, net of tax	(5)		2		(10)		4		Reclassification into earnings, net of tax	(2)		(5)
Net unrealized gains (losses) on cash flow hedges, net of taxes, end of period		$	12	$	(1)	$	12	$	(1)
Net unrealized gains on cash flow hedges, net of taxes, end of period										Net unrealized gains on cash flow hedges, net of taxes, end of period	$	1	$	14

Interest rate swap contracts	Interest rate swap contracts									Interest rate swap contracts
Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period		$	2	$	0	$	0	$	0
Net unrealized losses on cash flow hedges, net of taxes, beginning of period										Net unrealized losses on cash flow hedges, net of taxes, beginning of period	$	(203)	$	—
Change in fair value, net of tax	Change in fair value, net of tax	(157)		0		(155)		0		Change in fair value, net of tax	85		2
Reclassification into earnings, net of tax	Reclassification into earnings, net of tax	0		0		0		0		Reclassification into earnings, net of tax	—		—
Net unrealized gains (losses) on cash flow hedges, net of taxes, end of period		$	(155)	$	0	$	(155)	$	0
Net unrealized (losses) gains on cash flow hedges, net of taxes, end of period										Net unrealized (losses) gains on cash flow hedges, net of taxes, end of period	$	(118)	$	2

Net Investment Hedges	Net Investment Hedges									Net Investment Hedges
Net unrealized gains (losses) on net investment hedges, net of taxes, beginning of period		$	(70)	$	16	$	(81)	$	(8)
Net unrealized losses on net investment hedges, net of taxes, beginning of period										Net unrealized losses on net investment hedges, net of taxes, beginning of period	$	(17)	$	(81)
Change in fair value, net of tax	Change in fair value, net of tax	8		(16)		19		8		Change in fair value, net of tax	14		11
Reclassification into earnings, net of tax	Reclassification into earnings, net of tax	3		0		3		0		Reclassification into earnings, net of tax	1		—
Net unrealized gains (losses) on net investment hedges, net of taxes, end of period		$	(59)	$	0	$	(59)	$	0
Net unrealized losses on net investment hedges, net of taxes, end of period										Net unrealized losses on net investment hedges, net of taxes, end of period	$	(2)	$	(70)

6. Employee Benefits

We maintain a number of active defined contribution retirement plans for our employees. The majority of our defined benefit plans are frozen. As a result, no new employees will be permitted to enter these plans and no additional benefits for current participants in the frozen plans will be accrued.

We also have supplemental benefit plans providing senior management with supplemental retirement, disability and death benefits. Certain supplemental retirement benefits are based on final monthly earnings. In addition, we sponsor a voluntary 401(k) plan under which we may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees' compensation to the employees' accounts.

We also provide certain medical, dental and life insurance benefits for active and retired employees and eligible dependents. The medical and dental plans and supplemental life insurance plan are contributory, while the basic life insurance plan is noncontributory. We currently do not prefund any of these plans.

We recognize the funded status of our retirement and postretirement plans in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. The amounts in accumulated other comprehensive loss represent net unrecognized actuarial losses and unrecognized prior service costs. These amounts will be subsequently recognized as net periodic pension cost pursuant to our accounting policy for amortizing such amounts.

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~~three months ended ~~June 30~~March 31 are as follows:


(in millions)	(in millions)	Three Months				Six Months				(in millions)	2022		2021
		2021		2020		2021		2020
Service cost	Service cost	$	1	$	1	$	2	$	2	Service cost	$	1	$	1
Interest cost	Interest cost	10		13		21		26		Interest cost	12		10
Expected return on assets	Expected return on assets	(26)		(25)		(52)		(51)		Expected return on assets	(22)		(26)
Amortization of prior service credit / actuarial loss	Amortization of prior service credit / actuarial loss	5		4		9		7		Amortization of prior service credit / actuarial loss	3		4
Net periodic benefit cost	Net periodic benefit cost	$	(10)	$	(7)	$	(20)	$	(16)	Net periodic benefit cost	$	(6)	$	(11)
Settlement charge 1		0		3		0		3
Net benefit cost		$	(10)	$	(4)	$	(20)	$	(13)

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

Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

As discussed in our Form 10-K, we changed certain discount rate assumptions for our retirement and postretirement plans and our expected return on assets assumption for our retirement plans which became effective on January 1, ~~2021.~~2022. The effect of the assumption changes on retirement and postretirement expense for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 did not have a material impact to our financial position, results of operations or cash flows.

In the first ~~six~~three months of ~~2021,~~2022, we contributed $5$3 million to our retirement plans and expect to make additional required contributions of approximately $6$9 million to our retirement plans during the remainder of the year. We may elect to make additional non-required contributions depending on investment performance or any potential deterioration of our pension plan status in the ~~second half~~remaining nine months of ~~2021.~~2022.

7. 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~~For the three months ended March 31, 2022 and 2021, total stock-based compensation expense primarily related to restricted stock and unit awards was ~~$31~~$94 million and ~~$50~~$19 million, ~~for~~respectively. For the three ~~and six~~ months ended ~~June 30, 2021, respectively,~~March 31, 2022, stock-based compensation expense primarily related to the early vesting of IHS Markit equity awards as a result of employee terminations and ~~$11 million and $22 million, for~~restructuring efforts. During the three month ended March 31, 2022, the Company granted 0.6 million shares of restricted stock and ~~six months~~

~~ended June 30, 2020, respectively.~~unit awards, which had a weighted average grant date fair value of $390.58 per share. Total unrecognized compensation expense related to unvested restricted stock and unit awards as of ~~June 30, 2021~~March 31, 2022 was ~~$135~~$422 million, which is expected to be recognized over a weighted average period of 22.2 years.

8. Equity

Dividends

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

On February 28, 2022, the Board of Directors approved a quarterly common stock dividend of $0.85 per share. The quarterly dividend will increase from $0.77 to $0.85 per share in the second quarter.

Stock Repurchases

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 ~~June 30, 2021, 30~~March 31, 2022, we completed the 2013 repurchase program and 15.5 million shares remained available under the 2020 Repurchase ~~Program and 0.8 million shares remained available under the 2013 repurchase program.~~Program. Our 2020 Repurchase Program ~~and 2013 Repurchase Program have~~has no expiration date and purchases under ~~these programs~~this program may be made from time to time on the open market and in private transactions, depending on market conditions.

We ~~entered~~enter into accelerated share repurchase (“ASR”) agreements with financial institutions to initiate share repurchases of our common stock. Under an ASR agreement, we pay a specified amount to the financial institution and receive an initial delivery of shares. This initial delivery of shares represents the minimum number of shares that we may receive under the agreement. Upon settlement of the ASR agreement, the financial institution delivers additional shares. The total number of shares ultimately delivered, and therefore the average price paid per share, is determined at the end of the applicable purchase period of each ASR agreement based on the volume weighted-average share price, less a discount. We account for our ASR agreements as ~~two~~2 transactions: a stock purchase transaction and a forward stock purchase contract. The shares delivered under the ASR agreements resulted in a reduction of outstanding shares used to determine our weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share. The repurchased shares are held in Treasury. The forward stock purchase contracts were classified as equity instruments. ~~The~~

During the three months ended March 31, 2022, we initiated a series of 3 identical uncapped ASR agreements ~~were executed under our 2013 Repurchase Program, approved on December 4, 2013.~~

~~The terms~~aggregating a total of ~~each ASR agreement entered for the six months ended June 30, 2020, structured as outlined above, are~~$7 billion as follows:


(in millions, except average price)	(in millions, except average price)									(in millions, except average price)
ASR Agreement Initiation Date	ASR Agreement Initiation Date	ASR Agreement Completion Date	Initial Shares Delivered	Additional Shares Delivered	Total Number of Shares Purchased	Average Price Paid Per Share		Total Cash Utilized		ASR Agreement Initiation Date	Initial Shares Delivered	Additional Shares Delivered	Total Number of Shares Purchased	Average Price Paid Per Share		Total Cash Utilized
February 11, 2020 1		July 27, 2020	1.3	0.4	1.7	$	292.13	$	500
February 11, 2020 2		July 27, 2020	1.4	0.3	1.7	$	292.13	$	500

March 1, 2022 1										March 1, 2022 1	15.2	—	15.2	$	390.58	$	7,000

1The ASR agreement was structured as a capped ASR agreement in which we paid $500 million and received an initial delivery of 1.3 million shares and an additional amount of 0.2 million during the month of February, representing a minimum number of shares of our common stock to be repurchased based on a calculation using a specified capped price per share. We completed the ASR agreement on July 27, 2020 and received an additional 0.2 million shares.

2 The ASR agreement was structured as an uncapped ASR agreement in which we paid ~~$500 million~~$7 billion and received an initial delivery of ~~1.4~~15.2 million shares, representing 85% of the ~~$500 million~~$7 billion at a price equal to the then market price of the Company. ~~We completed~~The final settlement of the transaction under the ASR is expected to be completed no later than the third quarter of 2022. The ASR agreement ~~on July 27,~~was executed under our 2020 ~~and received an additional 0.3 million shares.~~Repurchase Program.

~~Additionally, we purchased shares of our common stock in the open market for the six months ended June 30, 2020 as follows:~~

(in millions, except average price)
Total Number of Shares
Purchased Average Price Paid Per Share Total Cash Utilized
June 30, 2020 0.5 $ 291.99 $ 150

During the ~~six~~three months ended ~~June 30,~~March 31, 2022, we purchased a total of 15.2 million shares for $7.0 billion of cash. During the three months ended March 31, 2021, we did not use cash to repurchase shares. During the six months ended June 30, 2020, we purchased a total of 3.4 million shares for $1,150 million of cash. During the fourth quarter of 2019, we repurchased shares for $3 million, which settled in the first quarter of 2020, resulting in $1,153 million of cash used to repurchase shares.

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

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

If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption. This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interest” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. 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. Our income and market valuation approaches incorporate Level 3 fair value measures for instances when observable inputs are not available. The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., the revenue growth rates and operating margins), and a company specific beta. The significant judgmental assumptions used that incorporate market data, including the relative weighting of market observable information and the comparability of that information in our valuation models, are forward-looking and could be affected by future economic and market conditions. Any adjustments to the redemption value will impact retained income.

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

Changes to redeemable noncontrolling interest during the ~~six~~three months ended ~~June 30, 2021~~March��31, 2022 were as follows:


(in millions)
Balance as of December 31, ~~2020~~2021	$	~~2,781~~3,429
Net income attributable to redeemable noncontrolling interest	~~103~~59

Distributions payable to redeemable noncontrolling interest	~~(91)~~(60)
Redemption value adjustment	~~312~~1

Balance as of ~~June 30, 2021~~March 31, 2022	$	~~3,105~~3,429

Accumulated Other Comprehensive Loss

The following table summarizes the changes in the components of accumulated other comprehensive loss for the ~~six~~three months ended ~~June 30, 2021:~~March 31, 2022:


(in millions)	(in millions)	Foreign Currency Translation Adjustments			Pension and Postretirement Benefit Plans			Unrealized Gain (Loss) on Cash Flow Hedges			Accumulated Other Comprehensive Loss		(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, 2020		$	(323)		$	(328)		$	14		$	(637)
Balance as of December 31, 2021													Balance as of December 31, 2021	$	(336)		$	(305)		$	(200)		$	(841)
Other comprehensive (loss) income before reclassifications	Other comprehensive (loss) income before reclassifications	15		1	9			(148)			(124)		Other comprehensive (loss) income before reclassifications	(26)		1	5			82			61
Reclassifications from accumulated other comprehensive income (loss) to net earnings	Reclassifications from accumulated other comprehensive income (loss) to net earnings	0			7		2	(10)		3	(3)		Reclassifications from accumulated other comprehensive income (loss) to net earnings	—			(1)		2	(1)		3	(2)
Net other comprehensive (loss) income	Net other comprehensive (loss) income	15			16			(158)			(127)		Net other comprehensive (loss) income	(26)			4			81			59

Balance as of June 30, 2021		$	(308)		$	(312)		$	(144)		$	(764)
Balance as of March 31, 2022													Balance as of March 31, 2022	$	(362)		$	(301)		$	(119)		$	(782)

1Includes an unrealized gain related to our cross currency swaps. See note 5 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss.

2Reflects amortization of net actuarial losses and is net of a tax benefit of $2$1 million for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. See Note 6 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.

3See Note 5 — Derivative Instruments for additional details of items reclassified from accumulated other comprehensive loss to net earnings.

9. Earnings Per Share

Basic earnings per common share (“EPS”) is computed by dividing net income attributable to the common shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in the same manner as basic EPS, except the number of shares is increased to include additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. 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~~three months ended ~~June 30~~March 31 is as follows:


(in millions, except per share amounts)	(in millions, except per share amounts)	Three Months				Six Months				(in millions, except per share amounts)	2022		2021
		2021		2020		2021		2020
Amounts attributable to S&P Global Inc. common shareholders:	Amounts attributable to S&P Global Inc. common shareholders:									Amounts attributable to S&P Global Inc. common shareholders:

Net income	Net income	$	798	$	792	$	1,553	$	1,431	Net income	$	1,235	$	755

Basic weighted-average number of common shares outstanding	Basic weighted-average number of common shares outstanding	240.8		240.9		240.7		241.5		Basic weighted-average number of common shares outstanding	275.2		240.6
Effect of stock options and other dilutive securities	Effect of stock options and other dilutive securities	1.0		1.0		1.0		1.1		Effect of stock options and other dilutive securities	1.1		1.0
Diluted weighted-average number of common shares outstanding	Diluted weighted-average number of common shares outstanding	241.8		241.9		241.7		242.6		Diluted weighted-average number of common shares outstanding	276.3		241.6

Earnings per share attributable to S&P Global Inc. common shareholders:	Earnings per share attributable to S&P Global Inc. common shareholders:									Earnings per share attributable to S&P Global Inc. common shareholders:

Net income:	Net income:									Net income:
Basic	Basic	$	3.31	$	3.29	$	6.45	$	5.92	Basic	$	4.49	$	3.14
Diluted	Diluted	$	3.30	$	3.28	$	6.42	$	5.90	Diluted	$	4.47	$	3.12

We have certain stock options and restricted performance shares that are potentially excluded from the computation of diluted EPS. The effect of the potential exercise of stock options is excluded when the average market price of our common stock is lower than the exercise price of the related option during the period or when a net loss exists because the effect would have been antidilutive. Additionally, restricted performance shares are excluded because the necessary vesting conditions had not been met or when a net loss exists. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ there were 0no stock options excluded. Restricted performance shares outstanding of ~~0.5~~0.7 million and ~~0.6~~0.4 million as of ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, were excluded.

10. Restructuring

We continuously evaluate our cost structure to identify cost savings associated with streamlining our management structure. Our ~~2020~~2022 and 2021 restructuring plan consisted of a company-wide workforce reduction of approximately ~~830~~140 and 30 positions, and ~~are~~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.

In certain circumstances, reserves are no longer needed because employees previously identified for separation resigned from the Company and did not receive severance or were reassigned due to circumstances not foreseen when the original plans were initiated. In these cases, we reverse reserves through the consolidated statements of income during the period when it is determined they are no longer needed.

The initial restructuring charge recorded and the ending reserve balance as of ~~June 30, 2021~~March 31, 2022 by segment is as follows:


		2020 Restructuring Plan			2022 Restructuring Plan						2021 Restructuring Plan
(in millions)	(in millions)		Initial Charge Recorded			Ending Reserve Balance		(in millions)	Initial Charge Recorded		Ending Reserve Balance		Initial Charge Recorded		Ending Reserve Balance
Market Intelligence								Market Intelligence	18		18		3		3
Ratings	Ratings		$	4		$	2	Ratings	$	5	$	3	$	3	$	3
Market Intelligence			27			10
Platts			10			6
Commodity Insights								Commodity Insights	5		4		—		—

Indices	Indices		5			1		Indices	2		2		—		—

Corporate	Corporate		19			9		Corporate	44		44		13		13
Total	Total		$	65		$	28	Total	$	74	$	71	$	19	$	19

We recorded a pre-tax restructuring charge of $74 million primarily related to employee severance charges for the 2022 restructuring plan during the three months ended March 31, 2022 and have reduced the reserve by $3 million. The ending reserve balance for the ~~2020~~2021 restructuring plan was ~~$58~~$19 million as of December 31, ~~2020. For the six months ended June 30, 2021, we have reduced the reserve for the 2020 restructuring plan by $30 million.~~2021. The reductions primarily related to cash payments for employee severance charges. For the three months ended March 31, 2022, we have made no reductions to the reserve for the 2021 restructuring plan.

11. Segment and Related Information

~~We have~~During the quarter ended March 31, 2022, following the completion of our merger with IHS Markit, we reorganized our reportable segments increasing from 4 reportable segments to 6 reportable segments: ~~Ratings,~~ Market Intelligence, ~~Platts~~Ratings, Commodity Insights, Mobility, Indices and ~~Indices.~~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)~~income, net, interest expense, net, or ~~interest expense,~~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~~three months ended ~~June 30~~March 31 is as follows:


Revenue	Revenue	Three Months				Six Months			Revenue		Three Months

(in millions)	(in millions)	2021		2020			2021		2020			(in millions)	2022		2021
Market Intelligence												Market Intelligence	$	727	$	524
Ratings	Ratings	$	1,073	$	1,006		$	2,090	$	1,831		Ratings	868		1,017
Market Intelligence		555		516			1,094		1,034
Platts		236		217			461		433
Commodity Insights												Commodity Insights	363		240
Mobility												Mobility	115		—
Indices	Indices	278		240			548		499			Indices	322		270

Engineering Solutions												Engineering Solutions	33		—
Intersegment elimination 1	Intersegment elimination 1	(36)		(36)			(71)		(68)			Intersegment elimination 1	(39)		(35)
Total revenue	Total revenue	$	2,106	$	1,943		$	4,122	$	3,729		Total revenue	$	2,389	$	2,016

Operating Profit Three Months Six Months
(in millions) 2021 2020 2021 2020
Ratings 2
$ 729 $ 693 $ 1,410 $ 1,213
Market Intelligence 3
180 159 347 306
Platts 4
135 124 263 236
Indices 5
196 171 387 353
Total reportable segments 1,240 1,147 2,407 2,108
Corporate Unallocated expense6
(86) (42) (173) (91)
Total operating profit $ 1,154 $ 1,105 $ 2,234 $ 2,017


Operating Profit	Three Months

(in millions)	2022		2021
Market Intelligence 2	$	1,489	$	161
Ratings 3	511		681
Commodity Insights 4	158		134
Mobility 5	18		—
Indices 6	224		191
Engineering Solutions 7	1		—

Total reportable segments	2,401		1,167
Corporate Unallocated expense 8	(512)		(86)
Equity in Income on Unconsolidated Subsidiaries 9	3		—
Total operating profit	$	1,892	$	1,081

Note – In the first quarter of 2022, the Market Intelligence Commodities business was transferred to th

e Commodity Insights segment and prior-year amounts have been reclassified to conform with current presentation.

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

2 2022 includes a gain on disposition of $1.3 billion, employee severance charges of $18 million and acquisition-related costs of $2 million. Operating profit for ~~three~~2021 includes a gain on disposition of $2 million. Additionally, 2022 and ~~six months ended June 30,~~ 2021 includes amortization of intangibles from acquisitions of $64 million and $16 million, respectively.

3 2022 includes employee severance charges of $5 million. 2022 and 2021 also includes amortization of intangibles from acquisitions of $2 million and $7$5 million, ~~respectively. Operating profit includes amortization of intangibles from acquisitions of $2 million for the three and six months ended June 30, 2020.~~

3 Operating profit for six months ended June 30, 2021 includes a gain on disposition of $2 million, and operating profit for three and six months ended June 30, 2020 includes a gain on disposition of $1 million and $8 million, respectively. Operating profit for six months ended June 30, 2020 includes employee severance charges of $2 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $16 million and $20 million for three months ended June 30, 2021 and 2020, respectively, and $33 million and $39 million for six months ended June 30, 2021 and 2020, respectively.

4 ~~Operating profit~~2022 includes ~~amortization of intangibles from acquisitions of $2 million for the three months ended June 30, 2021 and 2020, respectively, and $4 million for the six months ended June 30, 2021 and 2020.~~

5 Operating profit includes amortization of intangibles from acquisitions of $1 million for the three months ended June 30, 2021 and 2020, and $3 million for the six months ended June 30, 2021 and 2020.

6~~Corporate Unallocated expense for the three and six months ended June 30, 2021 includes IHS Markit merger~~employee severance costs of ~~$50~~$7 million and ~~$99 million, respectively, a lease impairment of $3 million, and for six months ended June 30, 2021 includes Kensho retention related expense~~acquisition-related costs of $2 million. ~~Corporate Unallocated expense for the three~~2022 and six months ended June 30, 2020 includes employee severance charges of $3 million and $10 million, respectively, and Kensho retention related expense of $2 million and $7 million, respectively. Corporate Unallocated expense2021 also includes amortization of intangibles from acquisitions of $7$13 million and $2 million, respectively.

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

6 2022 includes employee severance charges of $2 million. 2022 and 2021 includes amortization of intangibles from acquisitions of $4 million and $1 million, respectively.

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

8 Corporate Unallocated expense for ~~the six months ended June 30,~~2022 includes IHS Markit merger costs of $230 million, a S&P Foundation grant of $200 million, employee severance charges of $46 million and acquisition-related costs of $15 million. 2021 includes IHS Markit merger costs of $49 million and Kensho retention related expense of $2 million. Additionally, Corporate Unallocated expense for both 2022 and 2021 includes amortization of intangibles from acquisitions of $15 million and $7 million, ~~and $13 million for the three and six months ended June 30, 2020,~~ respectively.

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

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

(in millions) Ratings Market Intelligence Platts Indices
Intersegment Elimination 1
Total
Three Months Ended June 30, 2021
Subscription $ 0 $ 540 $ 217 $ 48 $ 0 $ 805
Non-subscription / Transaction 615 15 3 0 0 633
Non-transaction 458 0 0 0 (36) 422
Asset-linked fees 0 0 0 195 0 195
Sales usage-based royalties 0 0 16 35 0 51
Total revenue $ 1,073 $ 555 $ 236 $ 278 $ (36) $ 2,106
Timing of revenue recognition
Services transferred at a point in time $ 615 $ 15 $ 3 $ 0 $ 0 $ 633
Services transferred over time 458 540 233 278 (36) 1,473
Total revenue $ 1,073 $ 555 $ 236 $ 278 $ (36) $ 2,106
Six Months Ended June 30, 2021
Subscription $ 0 $ 1,067 $ 425 $ 94 $ 0 $ 1,586
Non-subscription / Transaction 1,197 27 4 0 0 1,228
Non-transaction 893 0 0 0 (71) 822
Asset-linked fees 0 0 0 378 0 378
Sales usage-based royalties 0 0 32 76 0 108
Other revenue 0 0 0 0 0 0
Total revenue $ 2,090 $ 1,094 $ 461 $ 548 $ (71) $ 4,122
Timing of revenue recognition
Services transferred at a point in time $ 1,197 $ 27 $ 4 $ 0 $ 0 $ 1,228
Services transferred over time 893 1,067 457 548 (71) 2,894
Total revenue $ 2,090 $ 1,094 $ 461 $ 548 $ (71) $ 4,122

March 31:


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

	2022
Subscription	$	—	$	659	$	296	$	86	$	54	$	30	$	—	$	1,125
Non-subscription / Transaction	404		28		48		29		—		3		—		512
Non-transaction	464		—		—		—		—		—		(39)		425
Asset-linked fees	—		—		—		—		218		—		—		218
Sales usage-based royalties	—		—		19		—		50		—		—		69
Recurring variable revenue	—		40		—		—		—		—		—		40
Total revenue	$	868	$	727	$	363	$	115	$	322	$	33	$	(39)	$	2,389

Timing of revenue recognition
Services transferred at a point in time	$	404	$	28	$	48	$	29	$	—	$	3	$	—	$	512
Services transferred over time	464		699		315		86		322		30		(39)		1,877
Total revenue	$	868	$	727	$	363	$	115	$	322	$	33	$	(39)	$	2,389


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

		Three Months Ended June 30, 20202										2021
Subscription	Subscription	$	0	$	503	$	201	$	43	$	0		$	747	Subscription	$	—	$	512	$	223	$	—	$	46	$	—	$	—	$	781
Non-subscription / Transaction	Non-subscription / Transaction	622		13		1		0		0			636		Non-subscription / Transaction	582		12		1		—		—		—		—		595
Non-transaction	Non-transaction	384		0		0		0		(36)			348		Non-transaction	435		—		—		—		—		—		(35)		400
Asset-linked fees	Asset-linked fees	0		0		0		153		0			153		Asset-linked fees	—		—		—		—		183		—		—		183
Sales usage-based royalties	Sales usage-based royalties	0		0		15		44		0			59		Sales usage-based royalties	—		—		16		—		41		—		—		57

Total revenue	Total revenue	$	1,006	$	516	$	217	$	240	$	(36)		$	1,943	Total revenue	$	1,017	$	524	$	240	$	—	$	270	$	—	$	(35)	$	2,016

Timing of revenue recognition	Timing of revenue recognition														Timing of revenue recognition
Services transferred at a point in time	Services transferred at a point in time	$	622	$	13	$	1	$	0	$	0		$	636	Services transferred at a point in time	$	582	$	12	$	1	$	—	$	—	$	—	$	—	$	595
Services transferred over time	Services transferred over time	384		503		216		240		(36)			1,307		Services transferred over time	435		512		239		—		270		—		(35)		1,421
Total revenue	Total revenue	$	1,006	$	516	$	217	$	240	$	(36)		$	1,943	Total revenue	$	1,017	$	524	$	240	$	—	$	270	$	—	$	(35)	$	2,016

		Six Months Ended June 30, 20202
Subscription		$	0	$	1,007	$	398	$	89	$	0		$	1,494
Non-subscription / Transaction		1,052		26		3		0		0			1,081
Non-transaction		779		0		0		0		(68)			711
Asset-linked fees		0		1		0		312		0			313
Sales usage-based royalties		0		0		32		98		0			130
Other revenue		0		0		0		0		0			0
Total revenue		$	1,831	$	1,034	$	433	$	499	$	(68)		$	3,729

Timing of revenue recognition
Services transferred at a point in time		$	1,052	$	26	$	3	$	0	$	0		$	1,081
Services transferred over time		779		1,008		430		499		(68)			2,648
Total revenue		$	1,831	$	1,034	$	433	$	499	$	(68)		$	3,729

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.

2Note – In the first quarter of ~~2021, we reevaluated our transaction~~2022, the Market Intelligence Commodities business was transferred to the Commodity Insights segment and ~~non-transaction presentation for Ratings which resulted in a reclassification from transaction revenue~~prior-year amounts have been reclassified to ~~non-transaction revenue of $2 million and $4 million for the three and six months ended June 30, 2020, respectively.~~conform with current presentation.

The following provides revenue by geographic region for the ~~periods~~three months ended ~~June 30:~~March 31:

(in millions) Three Months Six Months
2021 2020 2021 2020
U.S. $ 1,262 $ 1,200 $ 2,500 $ 2,308
European region 524 450 998 855
Asia 214 187 422 371
Rest of the world 106 106 202 195
Total $ 2,106 $ 1,943 $ 4,122 $ 3,729




(in millions)	2022		2021
U.S.	$	1,426	$	1,238
European region	567		473
Asia	264		208
Rest of the world	132		97
Total	$	2,389	$	2,016

See Note 2 — Acquisitions and Divestitures and Note 10 — Restructuring for additional actions that impacted the segment operating results.

12. Commitments and Contingencies

Leases

We determine whether an arrangement meets the criteria for an operating lease or a finance lease at the inception of the arrangement. We have operating leases for office space and equipment. Our leases have remaining lease terms of 1 year to 1211 years, some of which include options to extend the leases for up to 1215 years, and some of which include options to terminate the leases within 1 year. ~~We consider these options in determining the lease term used to establish our right of use ("ROU") assets and associated lease liabilities.~~ We sublease certain real estate leases to third parties which mainly consist of operating leases for space within our offices.

Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expenses for these leases on a straight line-basis over the lease term in operating-related expenses and selling and general expenses.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Our future minimum based payments used to determine our lease liabilities include minimum based rent payments and escalations. 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 six~~ months ~~ending June 30, 2021,~~ended March 31, 2022, we recorded a pre-tax impairment charge of $3$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 ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:

(in millions)

June 30,

December 31,

(in millions)

March 31,

December 31,

Balance Sheet Location

2021

2020

Balance Sheet Location

2022

2021

Assets

Right of use assets

Lease right of use assets

446

494

Right of use assets

Lease right of use assets

625

426

Liabilities

Other current liabilities

Current lease liabilities

100

Other current liabilities

Current lease liabilities

134

Lease liabilities — non-current

Non-current lease liabilities

496

544

Lease liabilities — non-current

Non-current lease liabilities

692

492

The components of lease expense for the ~~periods~~three months ended ~~June 30~~March 31 are as follows:


(in millions)	(in millions)	Three Months				Six Months				(in millions)	2022		2021
		2021		2020		2021		2020
Operating lease cost	Operating lease cost	$	33	$	39	$	65	$	75	Operating lease cost	$	33	$	33

Sublease income	Sublease income	(1)		(1)		(1)		(5)		Sublease income	(1)		(1)
Total lease cost	Total lease cost	$	32	$	38	$	64	$	70	Total lease cost	$	32	$	32

2526

Supplemental information related to leases for the ~~periods~~three months ended ~~June 30~~March 31 are as follows:


(in millions)	(in millions)	Three Months				Six Months		(in millions)	2022		2021
		2021		2020		2021	2020
Cash paid for amounts included in the measurement for operating lease liabilities	Cash paid for amounts included in the measurement for operating lease liabilities							Cash paid for amounts included in the measurement for operating lease liabilities
Operating cash flows for operating leases	Operating cash flows for operating leases	$	33	$	33	65	72	Operating cash flows for operating leases	$	38	$	32

Right of use assets obtained in exchange for lease obligations	Right of use assets obtained in exchange for lease obligations							Right of use assets obtained in exchange for lease obligations
Operating leases	Operating leases	3		0		3	6	Operating leases	—		—

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


		June 30,		December 31,			March 31,		December 31,
		2021		2020			2022		2021

Weighted-average remaining lease term (years)	Weighted-average remaining lease term (years)	8.4		8.5		Weighted-average remaining lease term (years)	7.9		8.3

Weighted-average discount rate	Weighted-average discount rate	3.73	%	3.78	%	Weighted-average discount rate	3.36	%	3.59	%

Maturities of lease liabilities for our operating leases are as follows:


(in millions)	(in millions)			(in millions)
2021 (Excluding the six months ended June 30, 2021)		$	60
2022		106
2022 (Excluding the three months ended March 31, 2022)				2022 (Excluding the three months ended March 31, 2022)	$	122
2023	2023	87		2023	141
2024	2024	70		2024	135
2025	2025	62		2025	130
2026 and beyond		303
2026				2026	124
2027 and beyond				2027 and beyond	401
Total undiscounted lease payments	Total undiscounted lease payments	$	688	Total undiscounted lease payments	$	1,053
Less: Imputed interest	Less: Imputed interest	97		Less: Imputed interest	227
Present value of lease liabilities	Present value of lease liabilities	$	591	Present value of lease liabilities	$	826

Related Party Agreements

In June of 2012, we entered into a license agreement (the "License Agreement") with the holder of S&P Dow Jones Indices LLC noncontrolling interest, CME Group, replacing the 2005 license agreement between Indices and CME Group. Under the terms of the License Agreement, S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group's equity index products. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, S&P Dow Jones Indices LLC earned ~~$31~~$41 million and ~~$67 million, respectively, of revenue under the terms of the License Agreement. During the three and six months ended June 30, 2020, S&P Dow Jones Indices LLC earned $40 million and $87~~$37 million, respectively, of revenue under the terms of the License Agreement. The entire amount of this revenue is included in our consolidated statement of income and the portion related to the 27% noncontrolling interest is removed in net income attributable to noncontrolling interests.

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 ~~the subject of~~subjected to government and regulatory proceedings, investigations and inquiries.

~~On May 17, 2021, Indices~~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 ~~relating~~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 ~~operation~~terms of any such agreement, at this time, we do not believe that the resolution of this matter will have a ~~then undisclosed quality assurance mechanism and its impact~~material adverse effect on ~~certain real-time values~~our business, financial condition or results of the S&P 500 VIX Short-Term Futures Index ER on a single business day, February 5, 2018 (the “VIX Matter”), which was the subject of a previously disclosed Wells Notice. Indices neither admitted nor denied the SEC's allegations. The SEC found that Indices acted negligently in violation of Section 17(a)(3) of the Securities Act of 1933 with respect to the VIX Matter. The SEC acknowledged Indices’ cooperation with the SEC staff. The Company agreed to pay a penalty of $9 million that was previously reserved for in 2020 and to cease and desist from committing or causing any violations and any future violations of Section 17(a)(3) of the Securities Act of 1933.

operations.

A class action lawsuit was filed in Australia on August 7, 2020 against the Company and a subsidiary of the Company. A separate lawsuit was filed against the Company and a subsidiary of the Company in Australia on February 2, 2021 by ~~two~~2 entities within the Basis Capital investment group. The lawsuits both relate to alleged investment losses in collateralized debt

obligations rated by Ratings prior to the financial crisis. 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. The Company believes it has strong contractual protections in the terms and conditions included in its arrangements with customers. Nonetheless, in the interest of managing customer relationships, the Company from time to time engages in dialogue with such customers in an effort to resolve such complaints, and if such complaints cannot be resolved through dialogue, may face litigation regarding such complaints. The Company does not expect to incur material losses as a result of these matters.

Moreover, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities and antitrust matters. For example, as a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Exchange Act, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws. Although S&P Global seeks to promptly address any compliance issues that it detects or that the staff of the SEC or another regulator raises, there can be no assurance that the SEC or another regulator will not seek remedies against S&P Global for one or more compliance deficiencies. Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could adversely impact our consolidated financial condition, cash flows, business or competitive position.

In view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of such matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity (if any) restrictions may be. As a result, we cannot provide assurance that such outcomes will not have a material adverse effect on our consolidated financial condition, cash flows, business or competitive position. As litigation or the process to resolve pending matters progresses, as the case may be, we will continue to review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business or competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.

13. Recently Issued or Adopted Accounting Standards

In ~~August~~October of ~~2020,~~2021, the Financial Accounting Standards Board ("FASB") issued guidance that amends the acquirer's accounting for ~~convertible instruments~~contract assets and ~~the derivatives scope exception for~~contract liabilities from contracts with customers in ~~an entity's own equity.~~a business combination in accordance with Topic 606. The guidance ~~was~~is effective for reporting periods beginning after December 15, 2022, early adoption is permitted. We early adopted this guidance on January 1, ~~2021, and the~~2022. The early adoption of this ~~guidance~~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 ~~January~~March of 2020, the FASB ~~intended to clarify the interaction of the~~issued accounting for equity securities under Accounting Standards Codification ("ASC") 321, investments accounted for under the equity method of accounting under ASC 323, and the accounting for certain forward contracts and purchased options accounted for under ASC 815. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The guidance was effective on January 1, 2021, and the adoption of this guidance did not have a significant impact on our consolidated financial statements.

~~In December of 2019, the FASB issued~~ guidance to ~~simplify the accounting for income taxes, which eliminates certain~~provide temporary optional expedients and exceptions to the ~~general principles~~current contract modifications and hedge accounting guidance in light of ~~Topic 740.~~the expected market transition from London Interbank Offered Rate ("LIBOR") to alternative rates. The new guidance ~~is effective for reporting periods after~~provides optional expedients and exceptions to transactions affected by reference rate reform if certain criteria are met. The transactions primarily include (1) contract modifications, (2) hedging relationships, and (3) sale or transfer of debt securities classified as held-to-maturity. The Company may elect to adopt the amendments prospectively to transactions existing as of or entered into from the date of adoption through December ~~15, 2020. Our adoption of~~31, 2022. We do not expect this guidance ~~on January 1, 2021 did not~~to have a significant impact on our consolidated financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)

The following Management's Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, "S&P Global," the “Company,” “we,” “us” or “our”) for the three ~~and six~~ months ended ~~June 30, 2021.~~March 31, 2022. The MD&A should be read in conjunction with the consolidated financial statements, accompanying notes and MD&A included in our Form 10-K for the year ended December 31, ~~2020~~2021 (our “Form 10-K”), which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The MD&A includes the following sections:

•Overview

•Results of Operations — Comparing the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

•Liquidity and Capital Resources

•Reconciliation of Non-GAAP Financial Information

•Critical Accounting Estimates

•Recently Issued or Adopted Accounting Standards

•Forward-Looking Statements

OVERVIEW

We are a ~~leading~~ provider of ~~transparent and independent~~credit ratings, benchmarks, analytics and ~~data to~~workflow solutions in the global capital, commodity and ~~commodity markets worldwide.~~automotive markets. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; ~~and~~ the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals and ~~agriculture.~~agriculture; and the automotive markets include manufacturers, suppliers, dealerships and service shops.

~~Our operations consist~~During the quarter ended March 31, 2022, following the completion of our merger with IHS Markit, we reorganized our reportable segments increasing from four reportable ~~segments: S&P Global Ratings ("Ratings"),~~segments to six reportable segments consisting of: S&P Global Market Intelligence ("Market Intelligence"), S&P Global ~~Platts~~Ratings ("~~Platts"~~Ratings") ~~and~~, S&P Global Commodity Insights ("Commodity Insights"), S&P Global Mobility ("Mobility"), S&P Dow Jones Indices ("Indices") and S&P Global Engineering Solutions ("Engineering Solutions"). The creation of the two additional segments in 2022 did not materially impact prior years’ reportable segments.

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

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

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

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

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

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

On February 28, 2022, we completed the merger with IHS Markit Ltd ("IHS Markit") by acquiring 100% of the IHS Markit common stock that was issued and outstanding as of the date of acquisition, and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the consolidated financial statements as of and during the three months ended March 31, 2022 include the financial results of IHS Markit from the date of acquisition. The merger with IHS Markit, a world leader in critical information, analytics, and solutions for the major industries and markets that drive economies, brings together two world-class organizations with leading brands and capabilities across information services that will be uniquely positioned to serve, facilitate and power the markets of the future.

Key results for the ~~periods~~three months ended ~~June 30~~March 31 are as follows:


(in millions, except per share amounts)	(in millions, except per share amounts)	Three Months							Six Months							(in millions, except per share amounts)	2022			2021			% Change 1
		2021			2020			% Change 1	2021			2020			% Change 1
Revenue	Revenue	$	2,106		$	1,943		8%	$	4,122		$	3,729		11%	Revenue	$	2,389		$	2,016		18%
Operating profit 2	Operating profit 2	$	1,154		$	1,105		4%	$	2,234		$	2,017		11%	Operating profit 2	$	1,892		$	1,081		75%
Operating margin %	Operating margin %	55		%	57		%		54		%	54		%		Operating margin %	79		%	54		%
Diluted earnings per share from net income	Diluted earnings per share from net income	$	3.30		$	3.28		1%	$	6.42		$	5.90		9%	Diluted earnings per share from net income	$	4.47		$	3.12		43%

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

2 ~~Operating profit for the three months ended June 30,~~2022 includes a gain on dispositions of $1.3 billion, IHS Markit merger costs of $230 million, a S&P Foundation grant of $200 million, employee severance charges of $78 million, acquisition-related costs of $15 million and lease impairments of $5 million. 2021 includes IHS Markit merger costs of ~~$50 million and a lease impairment of $3 million. Operating profit for the six months ended June 30, 2021 includes IHS Markit merger costs of $99 million, a lease impairment of $3~~$49 million, Kensho retention related expense of $2 million and a gain on disposition of $2 million. ~~Operating profit for the three months ended June 30, 2020 includes employee severance charges of $3 million, Kensho retention related expense of $2 million~~2022 and a gain on disposition of $1 million. Operating profit for the six months ended June 30, 2020 includes employee severance charges of $12 million, a gain on disposition of $8 million and Kensho retention related expense of $7 million. Operating profit2021 also includes amortization of intangibles from acquisitions of ~~$22~~$125 million and ~~$32~~$31 million, ~~for the three months ended June 30, 2021 and 2020, respectively, and $53 million and $61 million for the six months ended June 30, 2021 and 2020,~~ respectively.

~~Three Months~~

Revenue increased ~~8% driven by increases at all~~18% primarily due to the impact of our reportable segments. Revenue growth at Ratings was mainly driven by an increase in non-transaction revenue, partially offset by a slight decrease in transaction revenue as an increase in bank loan ratings revenue and higher structured finance revenue were more than offset by a decrease in corporate bond ratings revenue. Revenue growth at Market Intelligence was driven bythe merger with IHS Markit; subscription revenue growth ~~in Credit Risk~~for certain Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data and Advisory Solutions ~~Data Management Solutions~~at Market Intelligence; higher conference revenue and ~~Market Intelligence Desktop products. Revenue growth~~continued demand for market data and market insights products at ~~Indices was due to~~Commodity Insights; and higher average levels of assets under management for ETFs and mutual funds and higher ~~data subscription~~exchange-traded derivative revenue at Indices. These increases were partially offset by ~~lower exchange-traded derivative revenue. The~~a decrease in transaction revenue ~~increase~~ at ~~Platts was primarily~~Ratings due to ~~continued demand for market data~~lower corporate bond ratings revenue driven by a decrease in high-yield and ~~market insights products driving both higher renewal~~investment-grade issuance volumes and ~~subscription rates from prior year.~~lower bank loan ratings due to decreased U.S. issuance volumes. Foreign exchange rates had ~~a favorable~~an unfavorable impact of 1 percentage point.

Operating profit increased ~~4%, with a~~75%. Excluding the favorable impact ~~from foreign exchange rates~~ of ~~less than 1~~a higher gain on dispositions of 125 percentage ~~point. Excluding~~points, partially offset by the ~~unfavorable~~ impact of a S&P Foundation grant in 2022 of 19 percentage points, higher IHS Markit merger costs in ~~2021~~2022 of 417 percentage points, higher amortization of intangibles from acquisitions in 2022 of 9 percentage points, higher employee severance charges in 2022 of 7 percentage points and acquisition-related costs in 2022 of 1 percentage point, operating profit increased 8%3%. The increase was primarily due to revenue growth, ~~at all of our reportable segments,~~ partially offset by ~~higher incentive costs and~~ an increase in compensation costs driven by additional headcount and annual merit ~~increases.~~

~~Six Months~~

~~Revenue increased 11% driven by~~ increases, ~~at all of our reportable segments. Revenue growth at Ratings was mainly driven by~~higher incentive costs and an increase in transaction revenue due to higher bank loan ratings revenue and structured finance revenue, partially offset by lower corporate bond ratings revenue as well as an increase in non-transaction revenue. Revenue growth at Market Intelligence was driven by subscription revenue growth in Credit Risk Solutions, Data Management Solutions and Market Intelligence Desktop products. Revenue growth at Indices was due to higher average levels of assets under management for ETFs and mutual funds and higher data subscription revenue, partially offset by lower exchange-traded derivative revenue. The revenue increase at Platts was primarily due to continued demand for market data and market insights products driving both higher renewal and subscription rates from prior year.technology expenses. Foreign exchange rates had ~~a favorable~~an unfavorable impact of 1 percentage point.

Operating profit increased 11%, with a favorable impact from foreign exchange rates of 1 percentage point. Excluding the unfavorable impact of IHS Markit merger costs in 2021 of 4 percentage points, partially offset by higher employee severance charges in 2020 of 1 percentage point, operating profit increased 14%. The increase was primarily due to revenue growth at all of our reportable segments combined with a decrease in occupancy costs and travel and entertainment expenses from non-essential travel restrictions in response to the 2019 novel coronavirus ("COVID-19"), partially offset by higher incentive costs and an increase in compensation costs driven by additional headcount and annual merit increases.

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

Our Strategy

We are a ~~leading~~ provider of ~~transparent and independent~~credit ratings, benchmarks, analytics and ~~data to~~workflow solutions in the global capital, commodity and ~~commodity markets worldwide.~~automotive markets. Our purpose is to ~~provide the intelligence that is essential for companies, governments and individuals to make decisions with conviction.~~accelerate progress. We seek to deliver on this purpose in line with our core values of ~~integrity, excellence~~discovery, partnership and ~~relevance.~~integrity.

In 2018, we announced the launch of Powering the Markets of the Future to provide a framework for our forward-looking business strategy. Through this framework, we seek to deliver an exceptional, differentiated customer experience by enhancing our foundational capabilities, evolving and growing our core businesses, and pursuing growth via adjacencies. In ~~2021,~~2022, we will strive to deliver on our strategic priorities in the following key areas:

Finance

•Meeting or exceeding year 1 cost and revenue synergy targets from our merger commitments as well as our organic revenue growth and EBITA margin ~~targets with particular focus on accelerating growth in the greater Asia Pacific region;~~targets;

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

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•~~Taking a lead role in the market regarding ESG disclosures~~Continuing to fund key growth areas - Environmental, Social and ~~achieving our stated environmental sustainability targets;~~Governance ("ESG"), Energy Transition, China, Small and Medium-sized Enterprise/Private Markets, Credit and Risk Management, Distribution and Multi-asset, Thematic and Factor Indices - and support with disciplined organic, inorganic and partnership strategies; and

•~~Executing~~Demonstrating active leadership in ESG disclosure through advocacy, best-in-class SPGI disclosure and meaningful progress against Integration Management Office ("IMO") and regulatory milestones; building trust and team cohesion with IHS Markit (NYSE:INFO) colleagues; laying groundwork to set proforma organization up for successful realization of our ~~synergy and strategic goals.~~stated environmental sustainability targets.

Customer

•~~Continuing to deliver our key initiatives to the~~Accelerating Sustainable1's growth and market position with a specific focus on Energy transition, Climate and ~~building them through a customer-first lens;~~on improving market share in ESG Data/Scores and ESG Indices;

•~~Prioritizing customer preferences,~~Continuing to grow and defend the core and delivering our key initiatives, while ~~enhancing and adjusting~~leveraging the ~~delivery of~~combined company's extended capabilities; delivering our products across multiple channels, ~~such as~~e.g., feeds and ~~APIs; and delivering on S&P Global Platform initiatives;~~Application Programming Interfaces, aligned to our customer's needs;

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

•Differentiating through innovative solutions including data science, Artificial Intelligence, Machine Learning and next generation tools to unlock the ~~reimagining~~power of our ~~customer's work environments~~data and ~~how best to serve them; pursuing partnerships to meet customers where they are;~~insights; and

•~~Nurturing~~Growing S&P Global's brand through an integrated marketing and communications strategy while protecting ~~the core franchise, while growing brand equity with the appropriate investments.~~our reputation.

Operations

•~~Improving end-user productivity~~Delivering on the key integration projects that help transform the company and ~~experience by providing our employees with~~delivering on merger commitments;

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

•Reimagining ~~our work environment~~and implementing the future hybrid office model by ~~continuing to standardize~~standardizing our technology ~~and encouraging employee participation in the reshaping of~~to reshape where we work, how we work and how we serve;

•Advancing our ~~risk culture by maturing risk management~~technical capabilities, data transformation and building the next generation of products and services using the combined entity's data, technology & ~~compliance processes and our cyber security posture;~~expertise; and

•~~Utilizing our innovation teams and latest technology to maintain~~Maintaining our commitment to ~~advancing our shared data processes~~risk management, control and ~~technical capabilities.~~compliance and strengthening engagement and partnership across the company.

People

•~~Continuing~~Rolling out and embedding our new purpose and values to ~~foster a people first environment, while maintaining existing levels of engagement;~~unify and combine S&P Global;

•Encouraging career mobility and career development through career coaching ~~while attracting~~ and ~~retaining the best people; and~~Thrive;

•Improving diverse representation through ~~talent acquisition,~~hiring, advancement and retention, while continuing to raise awareness ~~of racial education.~~through Diversity, Equity, and Inclusion education; and

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

There can be no assurance that we will achieve success in implementing any one or more of these strategies as a variety of factors could unfavorably impact operating results, including prolonged difficulties in the global credit markets and a change in the regulatory environment affecting our businesses. See Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

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RESULTS OF OPERATIONS — COMPARING THE THREE ~~AND SIX~~ MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2022 AND 2021 ~~AND 2020~~

Consolidated Review


(in millions)	(in millions)	Three Months					Six Months					(in millions)	2022		2021		% Change
		2021		2020		% Change	2021		2020		% Change
Revenue	Revenue	$	2,106	$	1,943	8%	$	4,122	$	3,729	11%	Revenue	$	2,389	$	2,016	18%
Total Expenses:	Total Expenses:											Total Expenses:
Operating-related expenses	Operating-related expenses	533		493		8%	1,060		1,011		5%	Operating-related expenses	749		527		42%
Selling and general expenses	Selling and general expenses	374		295		27%	735		609		21%	Selling and general expenses	958		360		N/M
Depreciation and amortization	Depreciation and amortization	45		51		(13)%	95		100		(6)%	Depreciation and amortization	137		50		N/M
Total expenses	Total expenses	952		839		13%	1,890		1,720		10%	Total expenses	1,844		937		96%
Gain on dispositions	Gain on dispositions	—		(1)		N/M	(2)		(8)		(76)%	Gain on dispositions	(1,344)		(2)		—%
Equity in Income on Unconsolidated Subsidiaries												Equity in Income on Unconsolidated Subsidiaries	(3)		—		N/M
Operating profit	Operating profit	1,154		1,105		4%	2,234		2,017		11%	Operating profit	1,892		1,081		75%
Other income, net	Other income, net	(22)		(10)		NM	(29)		(9)		N/M	Other income, net	(49)		(7)		N/M
Interest expense, net	Interest expense, net	32		40		(20)%	63		74		(14)%	Interest expense, net	57		32		77%

Loss on extinguishment of debt												Loss on extinguishment of debt	17		—		N/M
Provision for taxes on income	Provision for taxes on income	287		233		23%	534		421		27%	Provision for taxes on income	568		248		N/M
Net income	Net income	857		842		2%	1,666		1,531		9%	Net income	1,299		808		61%

Less: net income attributable to noncontrolling interests	Less: net income attributable to noncontrolling interests	(59)		(50)		(20)%	(113)		(100)		14%	Less: net income attributable to noncontrolling interests	(64)		(53)		(19)%

Net income attributable to S&P Global Inc.	Net income attributable to S&P Global Inc.	$	798	$	792	1%	$	1,553	$	1,431	9%	Net income attributable to S&P Global Inc.	$	1,235	$	755	64%

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

Revenue

The following table provides consolidated revenue information for the three months ended ~~June 30:~~March 31:


(in millions)	(in millions)	Three Months							Six Months							(in millions)	2022			2021			% Change
		2021			2020			% Change	2021			2020			% Change
Revenue	Revenue	$	2,106		$	1,943		8%	$	4,122		$	3,729		11%	Revenue	$	2,389		$	2,016		18%

Subscription revenue	Subscription revenue	$	805		$	747		8%	$	1,586		$	1,494		6%	Subscription revenue	$	1,125		$	781		44%
Non-subscription / transaction revenue	Non-subscription / transaction revenue	633			636			(1)%	1,228			1,081			14%	Non-subscription / transaction revenue	512			595			(14)%
Non-transaction revenue	Non-transaction revenue	422			348			21%	822			711			16%	Non-transaction revenue	425			400			6%
Asset-linked fees	Asset-linked fees	195			153			28%	378			313			21%	Asset-linked fees	218			183			19%
Sales usage-based royalties	Sales usage-based royalties	51			59			(14)%	108			130			(17)%	Sales usage-based royalties	69			57			21%
Recurring variable																Recurring variable	40			—			N/M

% of total revenue:	% of total revenue:															% of total revenue:
Subscription revenue	Subscription revenue	38		%	38		%		38		%	41		%		Subscription revenue	47		%	39		%
Non-subscription / transaction revenue	Non-subscription / transaction revenue	30		%	33		%		30		%	29		%		Non-subscription / transaction revenue	21		%	29		%
Non-transaction revenue	Non-transaction revenue	20		%	18		%		20		%	19		%		Non-transaction revenue	18		%	20		%
Asset-linked fees	Asset-linked fees	9		%	8		%		9		%	8		%		Asset-linked fees	9		%	9		%
Sales usage-based royalties	Sales usage-based royalties	3		%	3		%		3		%	3		%		Sales usage-based royalties	3		%	3		%
Recurring variable																Recurring variable	2		%	—		%

U.S. revenue	U.S. revenue	$	1,262		$	1,200		5%	$	2,500		$	2,308		8%	U.S. revenue	$	1,426		$	1,238		15%
International revenue:	International revenue:															International revenue:
European region	European region	524			450			16%	998			855			17%	European region	567			473			20%
Asia	Asia	214			187			15%	422			371			14%	Asia	264			208			28%
Rest of the world	Rest of the world	106			106			(1)%	202			195			4%	Rest of the world	132			97			37%
Total international revenue	Total international revenue	$	844		$	743		14%	$	1,622		$	1,421		14%	Total international revenue	$	963		$	778		24%
% of total revenue:	% of total revenue:															% of total revenue:
U.S. revenue	U.S. revenue	60		%	62		%		61		%	62		%		U.S. revenue	60		%	61		%
International revenue	International revenue	40		%	38		%		39		%	38		%		International revenue	40		%	39		%

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

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~~Three Months~~

Subscription revenue increased primarily ~~from~~due to the impact of the merger with IHS Markit. Subscription revenue growth in ~~Market Intelligence's~~Desktop products, Credit & Risk Solutions and Data ~~Management~~& Advisory Solutions ~~and~~at Market Intelligence, ~~Desktop products,~~ and continued demand for ~~Platts proprietary content.~~Commodity Insights market data and market insights products also contributed to the increase. Non-subscription / transaction revenue decreased ~~slightly as an increase in bank loan ratings revenue and higher structured finance revenue were more than offset by~~due to a decrease in corporate bond ratings revenue, bank loan ratings revenue and structured finance revenue at ~~Ratings.~~Ratings, partially offset by an the impact of the merger with IHS Markit and an increase in conference revenue at Commodity Insights. Non-transaction revenue increased ~~primarily~~ due to an increase in ~~entity credit ratings,~~ surveillance ~~higher Ratings Evaluation Service~~ revenue ~~driven by increased M&A activity~~ and ~~an increase in~~ revenue at our CRISIL ~~subsidiary.~~subsidiary at Ratings. Asset linked fees increased reflecting higher average levels of assets under management for ETFs and mutual funds at Indices. The ~~decrease~~increase in sales-usage based royalties was primarily driven by ~~lower~~higher exchange-traded derivative revenue at Indices. See “Segment Review” below for further information.

The ~~favorable~~unfavorable impact of foreign exchange rates increased revenue by 1 percentage point. This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.

~~Six Months~~

Subscription revenue increased primarily from growth in Market Intelligence's Credit Risk Solutions, Data Management Solutions and Market Intelligence Desktop products and continued demand for Platts proprietary content. Non-subscription / transaction revenue increased due to an increase in bank loan ratings revenue and higher structured finance revenue, partially offset by lower corporate bond ratings revenue at Ratings. Non-transaction revenue increased primarily due to an increase in entity credit ratings, surveillance, higher Ratings Evaluation Service revenue driven by increased M&A activity and an increase in revenue at our CRISIL subsidiary. Asset linked fees increased reflecting higher average levels of assets under management for ETFs and mutual funds at Indices. The decrease in sales-usage based royalties was primarily driven by lower exchange-traded derivative revenue at Indices. See “Segment Review” below for further information.

~~The favorable impact of foreign exchange rates increased~~reduced revenue by 1 percentage point. This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.

3233

Total Expenses

The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the ~~periods~~three months ended ~~June 30:~~March 31:

~~Three Months~~

(in millions) 2021 2020 % Change
Operating-
related expenses Selling and
general expenses Operating-
related expenses Selling and
general expenses Operating-
related expenses Selling and
general expenses
Ratings $ 238 $ 93 $ 217 $ 86 10% 8%
Market Intelligence
228 123 220 113 4% 10%
Platts 52 46 45 44 16% 5%
Indices 42 38 37 29 12% 28%
Intersegment eliminations 1
(36) — (34) (2) (7)% N/M
Total segments 524 300 485 270 8% 11%
Corporate Unallocated expense 2
9 74 8 25 8% N/M
Total $ 533 $ 374 $ 493 $ 295 8% 27%


(in millions)	2022				2021				% Change
	Operating- related expenses		Selling and general expenses		Operating- related expenses		Selling and general expenses		Operating- related expenses	Selling and general expenses
Market Intelligence 1	$	322	$	190	$	230	$	113	40%	69%
Ratings 2	237		110		232		91		2%	20%
Commodity Insights 3	114		78		50		53		NM	47%
Mobility 4	30		41		—		—		N/M	N/M
Indices 5	48		45		42		35		15%	29%
Engineering Solutions 6	21		7		—		—		N/M	N/M
Intersegment eliminations 7	(39)		—		(35)		—		(11)%	N/M
Total segments	733		472		518		292		41%	61%
Corporate Unallocated expense 8	16		487		9		68		81%	N/M
Total	$	749	$	958	$	527	$	360	42%	N/M

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

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

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

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

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

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

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

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

2 8 In 2022, selling and general expenses include IHS Markit merger costs of $230 million, a S&P Foundation grant of $200 million, employee severance charges of $46 million and acquisition-related costs of $11 million and lease impairments of $5 million. In 2021, selling and general expenses include IHS Markit merger costs of ~~$50 million and a lease impairment of $3 million. In 2020~~, ~~selling and general expenses include employee severance charges of $3~~$49 million and Kensho retention related expense of $2 million.

Operating-Related Expenses

Operating-related expenses increased 8%42% primarily driven by ~~an increase at Ratings driven by~~expenses associated with the merger with IHS Markit and higher compensation and incentive ~~costs and an increase in compensation costs due to additional headcount and annual merit increases.~~costs.

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

Selling and General Expenses

Selling and general expenses increased ~~27%~~166%. Excluding the unfavorable impact of a S&P Foundation grant of 53 percentage points, IHS Markit merger costs in 2021 of 1748 percentage points, ~~and a lease impairment in 2021 of 1 percentage point, partially offset by~~ higher employee severance charges ~~in 2020~~ of 121 percentage ~~point~~points, and ~~higher Kensho related retention expense in 2020~~acquisition-related costs of 14 percentage ~~point,~~points, selling and general expenses increased ~~11%~~40%. ~~This~~The increase was primarily driven by expenses associated with the merger with IHS Markit and higher compensation and incentive ~~costs and an increase in compensation costs due to additional headcount and annual merit increases.~~costs.

Depreciation and Amortization

Depreciation and amortization ~~decreased $6~~was $137 million ~~or 13% driven by a decrease in intangible asset amortization related~~for the three months ended March 31, 2022 compared to ~~assets that became fully amortized, partially offset by an increase in depreciation expense.~~

$50 million for the three months ended March 31, 2021, primarily due to the impact of the merger with IHS Markit.

3334

~~Six Months~~

(in millions) 2021 2020 % Change
Operating-
related expenses Selling and
general expenses Operating-
related expenses Selling and
general expenses Operating-
related expenses Selling and
general expenses
Ratings $ 470 $ 184 $ 441 $ 159 7% 16%
Market Intelligence 1
458 246 448 238 2% 3%
Platts 102 89 95 93 7% (4)%
Indices 83 73 75 67 10% 9%
Intersegment eliminations 2
(71) — (66) (2) (8)% N/M
Total segments 1,042 592 993 555 5% 7%
Corporate Unallocated expense 3
18 143 18 54 (1)% NM
Total $ 1,060 $ 735 $ 1,011 $ 609 5% 21%

~~N/M- not meaningful~~

1 ~~In 2020, selling and general expenses include employee severance charges of $2 million.~~

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

3 ~~In 2021, selling and general expenses include IHS Markit merger costs of $99 million and a lease impairment of $3 million. In 2020~~, selling and general expenses include employee severance charges of $10 million. In 2021 and 2020, selling and general expenses include Kensho retention related expense of $2 million and $7 million, respectively.

~~Operating-Related Expenses~~

Operating-related expenses increased 5% primarily driven by an increase at Ratings driven by higher incentive costs and an increase in compensation costs due to additional headcount and annual merit increases, partially offset by lower occupancy costs and a decrease in travel and entertainment expenses from non-essential travel restrictions in response to COVID-19.

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

~~Selling and General Expenses~~

Selling and general expenses increased 21%. Excluding the unfavorable impact of IHS Markit merger costs in 2021 of 16 percentage points, partially offset by higher employee severance charges in 2020 of 2 percentage points, selling and general expenses increased 7%. This increase was primarily driven by higher incentive costs and an increase in compensation costs due to additional headcount and annual merit increases, partially offset by lower occupancy costs and a decrease in travel and entertainment expenses from non-essential travel restrictions in response to COVID-19.

~~Depreciation and Amortization~~

Depreciation and amortization decreased $7 million or 6% driven by a decrease in intangible asset amortization related to assets that became fully amortized, partially offset by an increase in depreciation expense.

Gain on Dispositions

In March of 2022, we completed the previously announced sale of CUSIP Global Services ("CGS"), a business within our Market Intelligence segment, to FactSet Research Systems Inc. for a purchase price of $1.925 billion in cash, subject to customary adjustments. During the ~~six~~three months ended ~~June 30,~~March 31, 2022, we record a pre-tax gain of $1.344 billion ($999 million after tax) in Gain on dispositions in the consolidated statements of income related to the sale of CGS.

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

During the three and six months ended June 30, 2020, we completed the following disposition that resulted in a pre-tax gain of $1 million ($1 million after-tax) and $8 million ($8 million after-tax), respectively, which was included in Gain on dispositions in the consolidated statements of income:

•In January of 2020, Market Intelligence entered into a strategic alliance to transition S&P Global Market Intelligence's Investor Relations ("IR") webhosting business to Q4 Inc. ("Q4"). This alliance integrated Market Intelligence's proprietary data into Q4's portfolio of solutions, enabling further opportunities for commercial collaboration. In connection with transitioning its IR webhosting business to Q4, Market Intelligence made a minority investment in Q4.

Operating Profit

We consider operating profit to be an important measure for evaluating our operating performance and we evaluate operating profit for each of the reportable business segments in which we operate.

We internally manage our operations by reference to operating profit with economic resources allocated primarily based on each segment's contribution to operating profit. Segment operating profit is defined as operating profit before Corporate Unallocated expense. Segment operating profit is not, however, a measure of financial performance under U.S. GAAP, and may not be defined and calculated by other companies in the same manner.

The tables below reconcile segment operating profit to total operating profit for the ~~periods~~three months ended ~~June 30:~~

~~Three Months~~March 31:

(in millions) 2021 2020 % Change
Ratings 1
$ 729 $ 693 5%
Market Intelligence 2
180 159 13%
Platts 3
135 124 8%
Indices 4
196 171 15%
Total segment operating profit 1,240 1,147 8%
Corporate Unallocated expense 5
(86) (42) N/M
Total operating profit $ 1,154 $ 1,105 4%


(in millions)	2022		2021		% Change
Market Intelligence 1	1,489		161		N/M
Ratings 2	$	511	$	681	(25)%
Commodity Insights 3	158		134		18%
Mobility 4	18		—		N/M
Indices 5	224		191		17%
Engineering Solutions 6	1		—		N/M
Total segment operating profit	2,401		1,167		106%
Corporate Unallocated expense 7	(512)		(86)		N/M
Equity in Income on Unconsolidated Subsidiaries 8	3		—		N/M
Total operating profit	$	1,892	$	1,081	75%

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

1 2022 includes a gain on disposition of $1.3 billion, employee severance charges of $18 million and acquisition-related costs of $2 million. 2021 includes a gain on disposition of $2 million. 2022 and ~~2020~~2021 include amortization of intangibles from acquisitions of ~~$2 million.~~$64 million and $16 million, respectively.

2 ~~2020~~2022 includes ~~a gain on disposition~~employee severance charges of $1$5 million. ~~2021~~2022 and ~~2020~~2021 includes amortization of intangibles from acquisitions of ~~$16~~$2 million and ~~$20~~$5 million, respectively.

3 ~~2021~~2022 includes employee severance costs of $7 million and ~~2020~~acquisition-related costs of $2 million. 2022 and 2021 include amortization of intangibles from acquisitions of $13 million and $2 ~~million.~~million, respectively.

4 ~~2021~~2022 includes acquisition-related costs of $1 million and ~~2020~~amortization of intangibles from acquisitions of $24 million.

5 2022 includes employee severance charges of $2 million. 2022 and 2021 include amortization of intangibles from acquisitions of $4 million and $1 million, respectively.

6 2022 includes employee severance charges of $1 million. 2022 includes amortization of intangibles from acquisitions of $4 million.

57 2022 includes IHS Markit merger costs of $230 million, a S&P Foundation grant of $200 million, employee severance charges of $46 million, acquisition-related costs of $11 million and lease impairments of $5 million. 2021 includes IHS Markit merger costs of ~~$50 million and a lease impairment of $3 million. 2020 includes employee severance charges of $3~~$49 million and Kensho retention related expense of $2 ~~million~~million. 2022 and 2021 includes and amortization of intangibles from acquisitions of $15 million and $7 million, respectively.

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

Segment Operating Profit — Increased 8%106% as compared to ~~2020.~~2021. Excluding the favorable impact of a higher gain on dispositions ~~in 2020~~ of ~~less than 1~~115 percentage ~~point,~~points, partially offset by higher amortization of intangibles from acquisitions in ~~2020~~2022 of ~~less than 1~~7 percentage ~~point~~points and higher employee severance charges in ~~2020~~2022 of ~~less than 1~~3 percentage ~~point,~~points, segment operating profit increased 8%1%. The increase was primarily due to revenue growth primarily due to the impact of the merger with IHS Markit, partially offset a decrease in transaction revenue at Ratings, expenses associated with the merger with IHS Markit, an increase in ~~revenue at all of our reportable segments, partially offset by~~compensation costs, higher incentive costs and an increase in ~~compensation costs driven by additional headcount and annual merit increases.~~technology expenses. See “Segment Review” below for further information.

Corporate Unallocated Expense— Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses. Corporate Unallocated expense increased ~~106%~~492% compared to ~~2020.~~2021. Excluding ~~the unfavorable impact~~a S&P Foundation grant in 2022 of 238 percentage points, higher IHS Markit merger costs in ~~2021~~2022 of ~~115 percentage points and a lease impairment in 2021 of 7 percentage points, partially offset by higher amortization of intangibles in 2020 of 14~~214 percentage points, higher employee severance charges in ~~2020~~2022 of 54 percentage points, acquisition-related costs in 2022 of 14 percentage points and lease impairments in 2022 of 5 percentage points, partially offset by lower amortization of intangibles from acquisitions in 2022 of 7 percentage points and ~~higher~~ Kensho retention related expense in ~~2020~~2021 of 63 percentage points, Corporate Unallocated expense ~~increased 11% primarily~~decreased 23% due to ~~higher incentive costs.~~a benefit from a reduction in certain benefit accruals and lower incentives.

Equity in Income on Unconsolidated Subsidiaries—The Company holds an investment in a 50/50 joint venture arrangement with shared control with CME Group that combined each of the company’s post-trade services into a new joint venture, OSTTRA. The joint venture provides trade processing and risk mitigation operations and incorporates CME’s optimization businesses (Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business. The combination is intended to increase operating efficiencies of both the company’s business to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes. Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture acquired in connection with the merger with IHS Markit. Equity in Income on Unconsolidated Subsidiaries was $3 million for the three months ended March 31, 2022.

Foreign exchange rates had a favorable impact on operating profit of less than 1 percentage point. This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities. Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year. Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual businesses functional currency.

~~Six Months~~

(in millions) 2021 2020 % Change
Ratings 1
$ 1,410 $ 1,213 16%
Market Intelligence 2
347 306 13%
Platts 3
263 236 12%
Indices 4
387 353 10%
Total segment operating profit 2,407 2,108 14%
Corporate Unallocated expense 5
(173) (91) (90)%
Total operating profit $ 2,234 $ 2,017 11%

1 ~~2021 and 2020 include amortization of intangibles from acquisitions of $7 million and $2 million, respectively.~~

2 2021 and 2020 include a gain on dispositions of $2 million and $8 million, respectively. 2021 and 2020 include amortization of intangibles from acquisitions of $33 million and $39 million, respectively.

3 ~~2021 and 2020 include amortization of intangibles from acquisitions of $4 million.~~

4 ~~2021 and 2020 include amortization of intangibles from acquisitions of $3 million.~~

5 2021 includes IHS Markit merger costs of $99 million and a lease impairment of $3 million. 2020 includes employee severance charges of $10 million. 2021 and 2020 include Kensho retention related expense of $2 million and $7 million, respectively. 2021 and 2020 include amortization of intangibles from acquisitions of $7 million and $13 million, respectively.

~~Segment Operating Profit —~~ Increased 14% as compared to 2020. Excluding the impact of a higher gain on dispositions in 2020 of less than 1 percentage point, partially offset by higher amortization of intangibles in 2020 of less than 1 percentage point and higher employee severance charges in 2020 of less than 1 percentage point, operating profit increased 14%. The increase was primarily due to an increase in revenue at all of our reportable segments combined with a decrease in occupancy costs and travel and entertainment expenses from non-essential travel restrictions in response to COVID-19, partially offset by higher incentive costs and an increase in compensation costs driven by additional headcount and annual merit increases. See “Segment Review” below for further information.

~~Corporate Unallocated Expense—~~ Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses. Corporate Unallocated expense increased 90% compared to 2020. Excluding the unfavorable impact of IHS Markit merger costs in 2021 of 108 percentage points and a lease impairment in 2021 of 3 percentage points, partially offset by higher employee severance charges in 2020 of 11 percentage points, higher amortization of intangibles in 2020 of 7 percentage points and higher Kensho retention related expense in 2020 of 5 percentage points, Corporate Unallocated expense increased 2% primarily due to higher incentive costs.

~~Foreign exchange rates had a favorable~~ impact on operating profit of 1 percentage point. This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities. Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year. Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual businesses functional currency.

Other Income, net

Other income, ~~net primarily~~ includes the net periodic benefit cost for our retirement and post retirement ~~plans.~~plans and gains and losses on our mark-to-market investments. Other income, net was ~~$22~~$49 million for the three months ended ~~June 30, 2021~~March 31, 2022 compared to ~~$10~~$7 million for the three months ended June 30, 2020 and $29 million for the six months ended June 30, 2021 compared to $9 million for the six months ended June 30, 2020. Excluding a pension settlement charge of $3 million, other income, net was $13 million and $12 million for the three and six months ended June 30, 2020, respectively.March 31, 2021. The increase in ~~other~~Other income, net ~~for the three and six months ended June 30, 2021~~ was primarily due to higher gains on our mark-to-market investments in ~~2021.~~

2022.

Interest Expense, net

Net interest expense ~~decreased $8~~increased $25 million or ~~20%~~77% compared to the three months ended ~~June 30, 2020 and $11 million or 14% compared to the six months ended June 30, 2020,~~March 31, 2021 primarily due to ~~lower interest expense resulting from the refinancing of a series of our senior notes in August of 2020.~~higher debt balances. See Note 4 – Debt for further details.

Loss on Extinguishment of Debt, Net

Provision for Income Taxes

The effective income tax rate was ~~25.1%~~30.4% and ~~24.3%~~23.4% for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and March 31, 2021, ~~and 21.7% and 21.6% for the three and six months ended June 30, 2020,~~ respectively. The increase in ~~2021~~the three months ended March 31, 2022 was primarily due to ~~an increase in taxes~~to the tax charge on ~~foreign operations, including the re-valuation of deferred tax liabilities~~merger related ~~to a UK income tax rate change, certain~~divestitures and deal related non-deductible ~~IHS Markit merger costs and the successful resolution of tax examinations in the prior year.~~costs.

Segment Review

Market Intelligence

Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions. Market Intelligence's portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.

Market Intelligence includes the following business lines:

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

•Data & Advisory Solutions — a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms. This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as ESG and supply chain data analytics;

•Enterprise Solutions — software and workflow solutions that help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements. The portfolio includes industry leading financial technology solutions like Wall Street Office, Enterprise Data Manager, Information Mosaic, and iLevel. Our Global Markets Group offering delivers bookbuilding platforms and investor prospecting solutions across multiple assets including municipal bonds, equities, fixed income and loans; and

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

Subscription revenue at Market Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information through both feed and web-based channels. Subscription revenue also include software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term. Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued. Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing conferences and events, and analytical services.

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



(in millions)	2022			2021			% Change
Revenue	$	727		$	524		39%

Subscription revenue	$	659		$	512		29%
Recurring variable revenue	$	40		$	—		N/M
Non-subscription revenue	$	28		$	12		N/M

% of total revenue:
Subscription revenue	90		%	98		%
Recurring variable revenue	6		%	—		%
Non-subscription revenue	4		%	2		%


U.S. revenue	$	434		$	334		30%
International revenue	$	293		$	190		55%
% of total revenue:
U.S. revenue	60		%	64		%
International revenue	40		%	36		%

Operating profit 1	$	1,489		$	161		N/M
Operating margin %	205		%	31		%

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

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

12022 includes a gain on disposition of $1.3 billion, employee severance charges of $18 million and acquisition-related costs of $2 million. 2021 includes a gain on disposition of $2 million. 2022 and 2021 include amortization of intangibles from acquisitions of $64 million and $16 million, respectively.

Revenue increased 39% primarily due to the impact of the merger with IHS Markit. Subscription revenue growth for certain Market Intelligence Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data and Advisory Solutions also contributed to revenue growth. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

Operating profit increased 823%. Excluding the impact of a gain dispositions of 835 percentage points, partially offset by higher amortization of intangibles of 30 percentage points, employee severance charges in 2022 of 11 percentage points and acquisition-related costs in 2022 of 2 percentage points, operating profit increased 31% primarily due to revenue growth partially offset by expenses associated with the merger with IHS Markit, an increase in technology expenses and higher compensation costs. Foreign exchange rates had a favorable impact of 2 percentage points.

For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Ratings

Ratings is an independent provider of credit ratings, research, and analytics, tooffering investors ~~issuers~~ and other market ~~participants.~~participants information, ratings and benchmarks. Credit ratings are one of several tools investors can use when making decisions about purchasing bonds and other fixed income investments. They are opinions about credit risk and our ratings express our opinion about the ability and willingness of an issuer, such as a corporation or state or city government, to meet its financial obligations in full and on time. Our credit ratings can also relate to the credit quality of an individual debt issue, such as a corporate or municipal bond, and the relative likelihood that the issue may default.

Ratings disaggregates its revenue between transaction and non-transaction. Transaction revenue primarily includes fees associated with:

•ratings related to new issuance of corporate and government debt instruments, as well as structured finance debt instruments; and

•bank loan ratings.

Non-transaction revenue primarily includes fees for surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics at CRISIL. Non-transaction revenue also includes an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. Royalty revenue was $34 million and ~~$67~~$33 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and March 31, 2021, ~~and $31 million and $63 million for the three and six months ended June 30, 2020,~~ respectively.

The following table provides revenue and segment operating profit information for the three months ended ~~June 30:~~March 31:

(in millions) Three Months Six Months
2021 2020 % Change 2021 2020 % Change
Revenue $ 1,073 $ 1,006 7% $ 2,090 $ 1,831 14%
Transaction revenue $ 615 $ 622 (1)% $ 1,197 $ 1,052 14%
Non-transaction revenue $ 458 $ 384 19% $ 893 $ 779 15%
% of total revenue:
     Transaction revenue 1
57 % 62 % 57 % 57 %
     Non-transaction revenue 1
43 % 38 % 43 % 43 %
U.S. revenue $ 624 $ 618 1% $ 1,236 $ 1,112 11%
International revenue $ 449 $ 388 16% $ 854 $ 719 19%
% of total revenue:
     U.S. revenue 58 % 61 % 59 % 61 %
     International revenue 42 % 39 % 41 % 39 %
Operating profit 2
$ 729 $ 693 5% $ 1,410 $ 1,213 16%
Operating margin % 68 % 69 % 67 % 66 %



(in millions)	2022			2021			% Change
Revenue	$	868		$	1,017		(15)%

Transaction revenue	$	404		$	582		(31)%
Non-transaction revenue	$	464		$	435		7%
% of total revenue:
Transaction revenue	47		%	57		%
Non-transaction revenue	53		%	43		%

U.S. revenue	$	474		$	612		(23)%
International revenue	$	394		$	405		(3)%
% of total revenue:
U.S. revenue	55		%	60		%
International revenue	45		%	40		%

Operating profit 1	$	511		$	681		(25)%
Operating margin %	59		%	67		%

1~~In the first quarter~~2022 includes employee severance charges of ~~2021, we reevaluated our transaction~~$5 million. 2022 and non-transaction presentation which resulted in a reclassification from transaction revenue to non-transaction revenue of $2 million and $4 million for the three and six months ended June 30, 2020, respectively.

2~~Operating profit~~2021 includes amortization of intangibles from acquisitions of $2 million and $7$5 million, ~~for the three and six months ended June 30, 2021, respectively, and $2 million for the three and six month ended June 30, 2020.~~respectively.

~~Three Months~~

Revenue ~~increased 7%~~decreased 15%, with an unfavorable impact from foreign exchange rates of 2 percentage points. Transaction revenue decreased due to ~~an increase in non-transaction~~lower corporate bond ratings revenue ~~partially offset~~driven by a ~~slight~~decrease in high-yield and investment-grade issuance volumes and lower bank loan ratings due to decreased U.S. issuance volumes. A decrease in structured finance revenues primarily driven by decreased issuance of U.S. collateralized loan obligations ("CLOs") also contributed to the decrease in transaction revenue. Reduced issuance volumes mainly resulting from unfavorable macroeconomic conditions in 2022 compared to strong issuance levels in the prior year period. Non-transaction revenue increased primarily due to an increase in ~~entity credit ratings,~~ surveillance ~~higher Ratings Evaluation Service ("RES")~~ revenue driven by increased M&A activity and an increase in revenue at our CRISIL subsidiary. Transaction revenue decreased slightly as an increase in bank loan ratings revenue driven by increased M&A activity and higher structured finance revenue primarily driven by increased issuance of U.S. collateralized loan obligations ("CLOs") were more than offset by a decrease in corporate bond ratings revenue driven by decreased investment-grade issuance volumes. U.S. and Europe investment-grade bond issuance volumes and U.S. high-yield corporate bond issuance volumes were particularly elevated in 2020 mainly resulting from historically low borrowing costs and central bank lending actions in response COVID-19. Transaction and non-transaction revenue also benefited from improved contract terms across product categories. Foreign exchange rates had a favorable impact of 3 percentage points.

Operating profit increased 5%, with a 2 percentage point favorable impact from foreign exchange rates. The increase was primarily due to revenue growth partially offset by an increase in compensation costs due to annual merit increases and additional headcount, and higher incentive costs.

~~Six Months~~

Revenue increased 14% and benefited less than 1 percentage point from the impact of recent acquisitions. Transaction revenue increased due to an increase in bank loan ratings revenue driven by increased M&A activity and an increase in structured finance revenue primarily driven by increased issuance of U.S. CLOs, partially offset by a decrease in corporate bond ratings revenue driven by decreased investment-grade issuance volumes. Non-transaction revenue increased primarily due to an increase in entity credit ratings, surveillance, higher RES revenue driven by increased M&A activity and an increase in revenue at our CRISIL subsidiary. Transaction and non-transaction revenue also benefited from improved contract terms across product categories. ~~Foreign~~

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

~~Operating profit increased 16%, with a 2 percentage point favorable impact from foreign exchange rates.~~ Excluding the impact of higher employee severance charges in 2022 of 1 percentage point partially offset by lower amortization of intangibles ~~in 2021~~from acquisitions of 1 percentage point, operating profit ~~increased 17%~~decreased 25%. The ~~increase was~~lower operating profit is a combination of softer revenue and higher expenses, primarily ~~due to revenue growth partially offset by higher~~from compensation costs due to ~~annual~~the realignment of the timing of merit ~~increases~~ and ~~additional headcount,~~grant cycles and ~~higher incentive costs.~~impact from investments in analytical capabilities (in both Ratings and CRISIL). Non-compensation costs also increased driven by the resumption of business travel from the lifting of COVID restrictions and the ramp up of technology investment spend, partially offset by lower occupancy costs from reduced real estate footprint.

Market ~~Issuance Volumes~~Intelligence

~~We monitor~~Market Intelligence includes the following business lines:

•Data & Advisory Solutions — a broad range of research, reference data, market ~~issuance volumes regularly within Ratings.~~data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms. This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as ESG and supply chain data analytics;

Subscription revenue at Market ~~issuance volumes noted within~~Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information through both feed and web-based channels. Subscription revenue also include software and hosted product offerings which provide maintenance and continuous access to our platforms over the ~~discussion~~contract term. Recurring variable revenue at Market Intelligence represents revenue from contracts for services that ~~follows are~~specify a fee based on, ~~where an issuer~~among other factors, the number of trades processed, assets under management, or the number of positions valued. Non-subscription revenue at Market Intelligence is ~~located or where the assets associated with an issue are located. Structured Finance issuance includes amounts when a transaction closes, not when initially priced~~primarily related to certain advisory, pricing conferences and ~~excludes domestically-rated Chinese issuance.~~ events, and analytical services.

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



(in millions)	2022			2021			% Change
Revenue	$	727		$	524		39%

Subscription revenue	$	659		$	512		29%
Recurring variable revenue	$	40		$	—		N/M
Non-subscription revenue	$	28		$	12		N/M

% of total revenue:
Subscription revenue	90		%	98		%
Recurring variable revenue	6		%	—		%
Non-subscription revenue	4		%	2		%


U.S. revenue	$	434		$	334		30%
International revenue	$	293		$	190		55%
% of total revenue:
U.S. revenue	60		%	64		%
International revenue	40		%	36		%

Operating profit 1	$	1,489		$	161		N/M
Operating margin %	205		%	31		%

N/M – Represents a change equal to or in ~~issuance levels as compared~~excess of 100% or not meaningful

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

12022 includes a gain on ~~data~~disposition of $1.3 billion, employee severance charges of $18 million and acquisition-related costs of $2 million. 2021 includes a gain on disposition of $2 million. 2022 and 2021 include amortization of intangibles from ~~SDC Platinum for Corporate bond issuance~~acquisitions of $64 million and ~~based on a composite of external data feeds and Ratings' internal estimates for Structured Finance issuance.~~

Second Quarter
Compared to Prior Year Year-to-Date
Compared to Prior Year
Corporate Bond Issuance * U.S. Europe Global U.S. Europe Global
High-yield issuance (8)% 104% 28% 34% 81% 45%
Investment-grade issuance (51)% (32)% (27)% (36)% (10)% (12)%
Total issuance (44)% (20)% (21)% (26)% —% (6)%

* ~~Includes Industrials and Financial Services.~~$16 million, respectively.

•~~Corporate issuance was down in~~Revenue increased 39% primarily due to the ~~U.S.~~impact of the merger with IHS Markit. Subscription revenue growth for certain Market Intelligence Desktop products, RatingsXpress®, RatingsDirect®, and Europe for the quarter primarily driven by weakness in investment-grade issuance reflecting comparisons against a strong prior year period. High-yield issuance in Europe increased for the quarter as issuers continuedcertain data feed products within Data and Advisory Solutions also contributed to ~~take advantage~~revenue growth. Foreign exchange rates had an unfavorable impact of ~~historically low borrowing costs.~~less than 1 percentage point.

Second Quarter Compared to Prior Year Year-to-Date Compared to Prior Year
Structured Finance Issuance U.S. Europe Global U.S. Europe Global
Asset-backed securities (“ABS”) 107% (4)% 91% 48% 10% 46%
Structured credit (primarily CLOs) 580% 333% 496% 203% 337% 228%
Commercial mortgage-backed securities (“CMBS”) 171% * 178% 16% 126% 18%
Residential mortgage-backed securities (“RMBS”) 185% 63% 116% 84% 49% 60%
Covered bonds * 28% 30% * (17)% (27)%
Total issuance 229% 74% 147% 95% 35% 60%

* ~~Represents no activity~~Operating profit increased 823%. Excluding the impact of a gain dispositions of 835 percentage points, partially offset by higher amortization of intangibles of 30 percentage points, employee severance charges in ~~2021~~2022 of 11 percentage points and ~~2020.~~

•~~ABS issuance~~acquisition-related costs in 2022 of 2 percentage points, operating profit increased in31% primarily due to revenue growth partially offset by expenses associated with the ~~U.S. driven by~~merger with IHS Markit, an increase in ~~certain asset lease deals, auto transactions~~technology expenses and ~~student loans.~~

•~~Issuance was up in the U.S. and European structured credit markets driven by an increase in CLO transactions as demand for leveraged loans increased.~~

•~~CMBS issuance was up in the U.S. reflecting increased market volume due to improved market conditions. European CMBS issuance was up, although from~~higher compensation costs. Foreign exchange rates had a ~~low 2020 base.~~

•~~RMBS issuance was up in the U.S. and Europe reflecting increased market volume due to improved market conditions.~~

•Covered bond (debt securities backed by mortgages or other high-quality assets that remain on the issuer's balance sheet) issuance in Europe increased in the quarter. Covered bond issuance in Europe was down in the first halffavorable impact of ~~the year reflecting inexpensive central bank funding with TLTRO III in the first quarter of 2021.~~

2 percentage points.

For a further discussion of competitive and other risks inherent in our ~~Ratings~~Market Intelligence business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Ratings

Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks. Credit ratings are one of several tools investors can use when making decisions about purchasing bonds and other fixed income investments. They are opinions about credit risk and our ratings express our opinion about the ability and willingness of an issuer, such as a corporation or state or city government, to meet its financial obligations in full and on time. Our credit ratings can also relate to the credit quality of an individual debt issue, such as a corporate or municipal bond, and the relative likelihood that the issue may default.

Ratings disaggregates its revenue between transaction and non-transaction. Transaction revenue primarily includes fees associated with:

•ratings related to new issuance of corporate and government debt instruments, as well as structured finance debt instruments; and

•bank loan ratings.

Non-transaction revenue primarily includes fees for surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics at CRISIL. Non-transaction revenue also includes an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. Royalty revenue was $34 million and $33 million for the three months ended March 31, 2022 and March 31, 2021, respectively.

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



(in millions)	2022			2021			% Change
Revenue	$	868		$	1,017		(15)%

Transaction revenue	$	404		$	582		(31)%
Non-transaction revenue	$	464		$	435		7%
% of total revenue:
Transaction revenue	47		%	57		%
Non-transaction revenue	53		%	43		%

U.S. revenue	$	474		$	612		(23)%
International revenue	$	394		$	405		(3)%
% of total revenue:
U.S. revenue	55		%	60		%
International revenue	45		%	40		%

Operating profit 1	$	511		$	681		(25)%
Operating margin %	59		%	67		%

12022 includes employee severance charges of $5 million. 2022 and 2021 includes amortization of intangibles from acquisitions of $2 million and $5 million, respectively.

Revenue decreased 15%, with an unfavorable impact from foreign exchange rates of 2 percentage points. Transaction revenue decreased due to lower corporate bond ratings revenue driven by a decrease in high-yield and investment-grade issuance volumes and lower bank loan ratings due to decreased U.S. issuance volumes. A decrease in structured finance revenues primarily driven by decreased issuance of U.S. collateralized loan obligations ("CLOs") also contributed to the decrease in transaction revenue. Reduced issuance volumes mainly resulting from unfavorable macroeconomic conditions in 2022 compared to strong issuance levels in the prior year period. Non-transaction revenue increased primarily due to an increase in surveillance revenue and an increase in revenue at our CRISIL subsidiary. Transaction and non-transaction revenue also benefited from improved contract terms across product categories.

Operating profit decreased 25%, with an unfavorable impact from foreign exchange rates of 2 percentage points. Excluding the impact of higher employee severance charges in 2022 of 1 percentage point partially offset by lower amortization of intangibles from acquisitions of 1 percentage point, operating profit decreased 25%. The lower operating profit is a combination of softer revenue and higher expenses, primarily from compensation costs due to the realignment of the timing of merit and grant cycles and impact from investments in analytical capabilities (in both Ratings and CRISIL). Non-compensation costs also increased driven by the resumption of business travel from the lifting of COVID restrictions and the ramp up of technology investment spend, partially offset by lower occupancy costs from reduced real estate footprint.

Market Intelligence

In March of 2022, we completed the previously announced sale of CUSIP Global Services ("CGS"), a business within our Market Intelligence segment, to FactSet Research Systems Inc. for a purchase price of $1.925 billion in cash, subject to customary adjustments. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we recorded a pre-tax gain of $2$1.344 billion ($999 million ~~($2 million after-tax)~~after tax) in Gain on dispositions in the consolidated ~~statement~~statements of income related to the sale of ~~SPIAS in July of 2019.~~

In January of 2020, Market Intelligence entered into a strategic alliance to transition S&P Global Market Intelligence's IR webhosting business to Q4, a third party provider of investor relations related services. This alliance integrated Market Intelligence's proprietary data into Q4's portfolio of solutions, enabling further opportunities for commercial collaboration. In connection with transitioning its IR webhosting business to Q4, Market Intelligence made a minority investment in Q4. During the three and six months ended June 30, 2020, we recorded a pre-tax gain of $1 million ($1 million after-tax) and $8 million ($8 million after-tax), respectively, in Gain on dispositions in the consolidated statement of income related to the sale of IR.CGS.

Market Intelligence includes the following business lines:

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

•Data ~~Management~~& Advisory Solutions — ~~integrated bulk~~a broad range of research, reference data, ~~feeds~~market data, derived analytics and ~~application programming interfaces~~valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms. This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as ESG and supply chain data analytics;

•Enterprise Solutions — software and workflow solutions that ~~can be customized, which~~help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements. The portfolio includes ~~Compustat, GICS, Point In Time Financials~~industry leading financial technology solutions like Wall Street Office, Enterprise Data Manager, Information Mosaic, and ~~CUSIP;~~iLevel. Our Global Markets Group offering delivers bookbuilding platforms and investor prospecting solutions across multiple assets including municipal bonds, equities, fixed income and loans; and

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

Subscription revenue at Market Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information ~~primarily~~ through both feed and web-based ~~channels, including~~channels. Subscription revenue also include software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term. Recurring variable revenue at Market Intelligence ~~Desktop, RatingsDirect®, RatingsXpress®, and Credit Analytics.~~represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued. Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing conferences and events, and analytical services.

The following table provides revenue and segment operating profit information for the ~~periods~~three months ended ~~June 30:~~March 31:


(in millions)	(in millions)	Three Months							Six Months							(in millions)	2022			2021			% Change
		2021			2020			% Change	2021			2020			% Change
Revenue	Revenue	$	555		$	516		8%	$	1,094		$	1,034		6%	Revenue	$	727		$	524		39%

Subscription revenue	Subscription revenue	$	540		$	503		7%	$	1,067		$	1,007		6%	Subscription revenue	$	659		$	512		29%
Recurring variable revenue																Recurring variable revenue	$	40		$	—		N/M
Non-subscription revenue	Non-subscription revenue	$	15		$	13		13%	$	27		$	26		1%	Non-subscription revenue	$	28		$	12		N/M
Asset-linked fees		$	—		$	—		N/M	$	—		$	1		(80)%

% of total revenue:	% of total revenue:															% of total revenue:
Subscription revenue	Subscription revenue	97		%	97		%		98		%	97		%		Subscription revenue	90		%	98		%
Recurring variable revenue																Recurring variable revenue	6		%	—		%
Non-subscription revenue	Non-subscription revenue	3		%	3		%		2		%	3		%		Non-subscription revenue	4		%	2		%
Asset-linked fees		—		%	—		%		—		%	—		%

U.S. revenue	U.S. revenue	$	351		$	331		6%	$	697		$	669		4%	U.S. revenue	$	434		$	334		30%
International revenue	International revenue	$	204		$	185		10%	$	397		$	365		9%	International revenue	$	293		$	190		55%
% of total revenue:	% of total revenue:															% of total revenue:
U.S. revenue	U.S. revenue	63		%	64		%		64		%	65		%		U.S. revenue	60		%	64		%
International revenue	International revenue	37		%	36		%		36		%	35		%		International revenue	40		%	36		%

Operating profit 1	Operating profit 1	$	180		$	159		13%	$	347		$	306		13%	Operating profit 1	$	1,489		$	161		N/M
Operating margin %	Operating margin %	32		%	31		%		32		%	30		%		Operating margin %	205		%	31		%

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

Note – In the first quarter of 2022, the Market Intelligence Commodities business was transferred to th

e Commodity Insights segment and prior-year amounts have been reclassified to conform with current presentation.

1 ~~Operating profit for the six months ended June 30,~~2022 includes a gain on disposition of $1.3 billion, employee severance charges of $18 million and acquisition-related costs of $2 million. 2021 includes a gain on disposition of $2 million. ~~Operating profit for the three~~2022 and six months ended June 30, 2020 includes a gain on disposition of $1 million and $8 million, respectively. Operating profit for the six months ended June 30, 2020 also includes employee severance charges of $2 million. Operating profit includes2021 include amortization of intangibles from acquisitions of $64 million and $16 million, ~~and $20 million for the three months ended June 30, 2021 and 2020, respectively, and $33 million and $39 million for the six months ended June 30, 2021 and 2020,~~ respectively.

~~Three Months~~

Revenue increased ~~8% and was unfavorably impacted by less than 1 percentage point from~~39% primarily due to the ~~effect~~impact of ~~a recent disposition. The increase was primarily driven by subscription~~the merger with IHS Markit. Subscription revenue growth for certain Market Intelligence Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data ~~Management~~and Advisory Solutions ~~CUSIP, and certain Market Intelligence Desktop products. Excluding the impact of a recent disposition favorably impacting Desktop~~also contributed to revenue growth by 1 percentage point, revenue growth at Data Management Solutions, Credit Risk Solutions and Desktop was 13%, 10% and 5%, respectively. Both U.S. revenue and international revenue increased compared to the three months ended June 30, 2020.growth. Foreign exchange rates had ~~a favorable~~an unfavorable impact of less than 1 percentage point.

Operating profit increased ~~13%, with an unfavorable impact from foreign exchange rates of 3 percentage points.~~823%. Excluding the ~~favorable~~ impact of ~~higher amortization~~a gain dispositions of ~~intangibles in 2020 of 4~~835 percentage points, partially offset by ~~the unfavorable impact~~higher amortization of ~~a gain disposition~~intangibles of 30 percentage points, employee severance charges in ~~2020~~2022 of 11 percentage points and acquisition-related costs in 2022 of 2 percentage points, operating profit increased ~~11%~~31% primarily due to revenue growth partially offset by expenses associated with the merger with IHS Markit, an increase in ~~intersegment royalties tied to annualized contract value growth, increased~~ technology expenses and higher ~~incentive~~compensation costs.

~~Six Months~~

Revenue increased 6% and was unfavorably impacted by less than 1 percentage point from the effect of a recent disposition. The increase was primarily driven by subscription revenue growth for RatingsXpress®, RatingsDirect®, certain data feed products within Data Management Solutions, CUSIP, and certain Market Intelligence Desktop products. Excluding the impact of a recent disposition favorably impacting Desktop revenue growth by 1 percentage point, revenue growth at Data Management Solutions, Credit Risk Solutions and Desktop was 11%, 8% and 3%, respectively. Both U.S. revenue and international revenue increased compared to the six months ended June 30, 2020. Foreign exchange rates had a favorable impact of ~~1 percentage point.~~

Operating profit increased 13%, with an unfavorable impact from foreign exchange rates of 1 percentage point. Excluding the favorable impact from higher amortization of intangibles in 2020 of 7 percentage points and higher employee severance charges in 2020 of 2 percentage points, partially offset by the unfavorable impact of a higher gain on the dispositions in 2020 of 8 percentage points, operating profit increased 12% primarily due to revenue growth, partially offset by an increase in expenses. Expenses increased primarily due to increased technology expenses, higher incentive costs and an increase in intersegment royalties tied to annualized contract value growth, partially offset by reductions in travel expenses from COVID-19 restrictions, a reduction in occupancy costs and lower bad debt provisions.

points.

~~Platts~~Ratings

Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets. Platts provides essential price data, analytics, and industry insight enabling the commodity and energy markets to perform with greater transparency and efficiency.

~~Platts' revenue is generated primarily through the following sources:~~

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

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

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

4138

Ratings disaggregates its revenue between transaction and non-transaction. Transaction revenue primarily includes fees associated with:

•ratings related to new issuance of corporate and government debt instruments, as well as structured finance debt instruments; and

•bank loan ratings.

Non-transaction revenue primarily includes fees for surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics at CRISIL. Non-transaction revenue also includes an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. Royalty revenue was $34 million and $33 million for the three months ended March 31, 2022 and March 31, 2021, respectively.

The following table provides revenue and segment operating profit information for the ~~periods~~three months ended ~~June 30:~~March 31:

(in millions) Three Months Six Months
2021 2020 % Change 2021 2020 % Change
Revenue $ 236 $ 217 9% $ 461 $ 433 7%
Subscription revenue $ 217 $ 201 8% $ 425 $ 398 7%
Sales usage-based royalties $ 16 $ 15 4% $ 32 $ 32 —%
Non-subscription revenue $ 3 $ 1 N/M $ 4 $ 3 43%
% of total revenue:
     Subscription revenue 92 % 93 % 92 % 92 %
     Sales usage-based royalties 7 % 7 % 7 % 7 %
     Non-subscription revenue 1 % — % 1 % 1 %
U.S. revenue $ 75 $ 71 6% $ 147 $ 142 4%
International revenue $ 161 $ 146 10% $ 314 $ 291 8%
% of total revenue:
     U.S. revenue 32 % 33 % 32 % 33 %
     International revenue 68 % 67 % 68 % 67 %
Operating profit 1
$ 135 $ 124 8% $ 263 $ 236 12%
Operating margin % 57 % 57 % 57 % 55 %

~~N/M- not meaningful~~



(in millions)	2022			2021			% Change
Revenue	$	868		$	1,017		(15)%

Transaction revenue	$	404		$	582		(31)%
Non-transaction revenue	$	464		$	435		7%
% of total revenue:
Transaction revenue	47		%	57		%
Non-transaction revenue	53		%	43		%

U.S. revenue	$	474		$	612		(23)%
International revenue	$	394		$	405		(3)%
% of total revenue:
U.S. revenue	55		%	60		%
International revenue	45		%	40		%

Operating profit 1	$	511		$	681		(25)%
Operating margin %	59		%	67		%

1~~Operating profit~~2022 includes employee severance charges of $5 million. 2022 and 2021 includes amortization of intangibles from acquisitions of $2 million ~~for the three months ended June 30, 2021~~ and ~~2020, and $4~~$5 million, ~~for the six months ended June 30, 2021 and 2020.~~respectively.

~~Three Months~~

Revenue increased 9% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts. An increase in sales usage-based royalties from the licensing of our proprietary market price data and price assessments to commodity exchanges mainly due to increased trading volumes in LNG and Petroleum also contributed to revenue growth. Demand for market data and market insights products was driven by international customers. Both U.S. revenue and international revenue grew compared to the three months ended June 30, 2020. Petroleum continues to be the most significant revenue driver, followed by natural gas, power & renewables, petrochemicals, metals & agriculture, and shipping also contributing to revenue growth.

~~Operating profit increased 8%~~decreased 15%, with an unfavorable impact from foreign exchange rates of 12 percentage ~~point. The increase was~~points. Transaction revenue decreased due to lower corporate bond ratings revenue driven by a decrease in high-yield and investment-grade issuance volumes and lower bank loan ratings due to decreased U.S. issuance volumes. A decrease in structured finance revenues primarily driven by decreased issuance of U.S. collateralized loan obligations ("CLOs") also contributed to the decrease in transaction revenue. Reduced issuance volumes mainly resulting from unfavorable macroeconomic conditions in 2022 compared to strong issuance levels in the prior year period. Non-transaction revenue increased primarily due to an increase in surveillance revenue ~~growth partially offset by increased technology expenses, higher incentive costs~~ and an increase in ~~operating costs to support business initiatives~~revenue at ~~Platts.~~our CRISIL subsidiary. Transaction and non-transaction revenue also benefited from improved contract terms across product categories.

~~Six Months~~

Revenue increased 7% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts. Demand for market data and market insights products was driven by international customers. Both U.S. revenue and international revenue grew compared to the six months ended June 30, 2020. Petroleum continues to be the most significant revenue driver, followed by natural gas, power & renewables, petrochemicals, metals & agriculture, and shipping also contributing to revenue growth.

Operating profit ~~increased 12%~~decreased 25%, with an unfavorable impact from foreign exchange rates of ~~less than~~2 percentage points. Excluding the impact of higher employee severance charges in 2022 of 1 percentage ~~point.~~point partially offset by lower amortization of intangibles from acquisitions of 1 percentage point, operating profit decreased 25%. The ~~increase was~~lower operating profit is a combination of softer revenue and higher expenses, primarily from compensation costs due to ~~revenue growth. Expenses~~the realignment of the timing of merit and grant cycles and impact from investments in analytical capabilities (in both Ratings and CRISIL). Non-compensation costs also increased ~~less than 1% as an increase in~~driven by the resumption of business travel from the lifting of COVID restrictions and the ramp up of technology ~~expenses, higher operating costs to support business initiatives at Platts and higher incentive costs were largely~~investment spend, partially offset by ~~a decrease in travel and entertainment expenses~~lower occupancy costs from ~~non-essential travel restrictions in response to COVID-19, lower bad debt provisions,~~ reduced ~~legal fees, lower depreciation expense and a reduction in occupancy costs.~~real estate footprint.

4239

Market Issuance Volumes

We monitor market issuance volumes regularly within Ratings. Market issuance volumes noted within the discussion that follows are based on where an issuer is located or where the assets associated with an issue are located. Structured Finance issuance includes amounts when a transaction closes, not when initially priced, and excludes domestically-rated Chinese issuance. The following tables depict changes in issuance levels as compared to the prior year based on data from SDC Platinum for Corporate bond issuance and based on a composite of external data feeds and Ratings' internal estimates for Structured Finance issuance.


	First Quarter Compared to Prior Year
Corporate Bond Issuance *	U.S.	Europe	Global
High-yield issuance	(75)%	(54)%	(68)%
Investment-grade issuance	(19)%	(11)%	(5)%
Total issuance	(35)%	(18)%	(15)%

* Includes Industrials and Financial Services.

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


	First Quarter Compared to Prior Year
Structured Finance Issuance	U.S.	Europe	Global
Asset-backed securities (“ABS”)	16%	(62)%	5%
Structured credit (primarily CLOs)	(51)%	(34)%	(47)%
Commercial mortgage-backed securities (“CMBS”)	127%	(53)%	104%
Residential mortgage-backed securities (“RMBS”)	106%	23%	63%
Covered bonds	*	91%	174%
Total issuance	9%	27%	26%

* Represents no activity in 2022 and 2021.

•ABS issuance increased in the U.S. primarily driven by growth in Consumer Credit Cards and Loans. Issuance was down in Europe primarily driven by a decline in Consumer Loans and Auto Leases.

•CLO issuance was down in the U.S. and European structured credit markets due to the Libor-to Sofr transition and market volatility around inflation and the crisis in Ukraine.

•CMBS issuance was up in the U.S. reflecting increases in Single-Asset, Single-Borrower (SASB), Conduit and CRE-CLOs. CMBS issuance was down in Europe, although from a low 2021 base.

•RMBS issuance was up in the U.S. reflecting increased market volume in Prime, Performing and Credit Risk Transfers. RMBS issuance increased in Europe in the quarter reflecting growth in Performing loans.

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

For a further discussion of competitive and other risks inherent in our ~~Platts~~Ratings business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Commodity Insights

Commodity Insights is the leading independent provider of information and benchmark prices for the commodity and energy markets. Commodity Insights provides essential price data, analytics, industry insights and software & services, enabling the commodity and energy markets to perform with greater transparency and efficiency.

Commodity Insights revenue is generated primarily through the following sources:

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

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

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

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



(in millions)	2022			2021			% Change
Revenue	$	363		$	240		51%

Subscription revenue	$	296		$	223		33%
Sales usage-based royalties	$	19		$	16		18%
Non-subscription revenue	$	48		$	1		N/M
% of total revenue:
Subscription revenue	82		%	93		%
Sales usage-based royalties	5		%	7		%
Non-subscription revenue	13		%	—		%

U.S. revenue	$	157		$	83		88%
International revenue	$	206		$	157		31%
% of total revenue:
U.S. revenue	43		%	35		%
International revenue	57		%	65		%

Operating profit 1	$	158		$	134		18%
Operating margin %	44		%	56		%

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

12022 includes employee severance costs of $7 million and acquisition-related costs of $2 million. 2022 and 2021 includes amortization of intangibles from acquisitions of $13 million and $2 million, respectively.

Revenue increased 51% primarily due to the impact of the merger with IHS Markit, higher conference revenue driven by the return of in-person attendance at Commodity Insights conferences in 2022 compared to virtual events in 2021 and continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts. An increase in sales usage-based royalties from the licensing of our proprietary market price data and price assessments to commodity exchanges mainly due to increased trading volumes in Fuel Oil and Iron Ore also contributed to revenue growth. The Price Assessments, Energy & Resources Data & Insights, and Upstream Data & Insights businesses continue to be the most significant revenue drivers, followed by the Advisory & Transactional Services business, which contributed large growth in the first quarter of 2022.

Operating profit increased 18%. Excluding the impact of higher amortization of intangibles from acquisitions of 8 percentage points, employee severance charges in 2022 of 5 percentage points and acquisition-related costs in 2022 of 1 percentage point, operating profit increased 32%. The increase was primarily due to revenue growth partially offset by expenses associated with the merger with IHS Markit, an increase in costs related to the Commodity Insights conferences in 2022, higher compensation costs and an increase in operating costs to support business initiatives at Commodity Insights. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

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

in this Form 10-Q and our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Mobility

Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies. Mobility operates globally, with staff located in over 17 countries.

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

•Subscription revenue — Mobility's core information products provide critical information and insights to all global OEMs, most of the world’s leading suppliers, and the majority of North American dealerships. Mobility operates across both the new and used car markets. Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components; supplies car makers and dealers with market reporting products, predictive analytics and marketing automation software; and supports dealers with vehicle history reports, used car listings and service retention services. Mobility also sells a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities; and

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

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

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



(in millions)	2022			2021			% Change
Revenue	$	115		$	—		N/M

Subscription revenue	$	86		$	—		N/M
Non-subscription revenue	$	29		$	—		N/M
% of total revenue:
Subscription revenue	75		%	—		%
Non-subscription revenue	25		%	—		%

U.S. revenue	$	92		$	—		N/M
International revenue	$	23		$	—		N/M
% of total revenue:
U.S. revenue	80		%	—		%
International revenue	20		%	—		%

Operating profit 1	$	18		$	—		N/M
Operating margin %	16		%	—		%

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

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

For a further discussion of competitive and other risks inherent in our Mobility business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Indices

Indices is a global index provider ~~maintaining~~that maintains a wide variety of ~~indices to meet an array of investor needs.~~valuation and index benchmarks for investment advisors, wealth managers and institutional investors. Indices’ mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative products, and provide investors with tools to monitor world markets.

Indices derives revenue from asset-linked fees when investors direct funds into its proprietary designed or owned indexes, sales-usage based royalties of its indices, and to a lesser extent data subscription arrangements. Specifically, Indices generates revenue from the following sources:

•Investment vehicles — asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices' benchmarks that generate revenue through fees based on assets and underlying funds;

•Exchange traded derivatives — generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges;

•Index-related licensing fees — fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and

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

The following table provides revenue and segment operating profit information for the periods ended ~~June 30:~~March 31:


(in millions)	(in millions)	Three Months							Six Months							(in millions)	2022			2021			% Change
		2021			2020			% Change	2021			2020			% Change
Revenue	Revenue	$	278		$	240		16%	$	548		$	499		10%	Revenue	$	322		$	270		19%

Asset-linked fees	Asset-linked fees	$	195		$	153		28%	$	378		$	312		21%	Asset-linked fees	$	218		$	183		19%
Subscription revenue	Subscription revenue	$	48		$	43		11%	$	94		$	89		6%	Subscription revenue	$	54		$	46		16%
Sales usage-based royalties	Sales usage-based royalties	$	35		$	44		(20)%	$	76		$	98		(22)%	Sales usage-based royalties	$	50		$	41		22%
% of total revenue:	% of total revenue:															% of total revenue:
Asset-linked fees	Asset-linked fees	70		%	64		%		69		%	63		%		Asset-linked fees	68		%	68		%
Subscription revenue	Subscription revenue	17		%	18		%		17		%	18		%		Subscription revenue	17		%	17		%
Sales usage-based royalties	Sales usage-based royalties	13		%	18		%		14		%	19		%		Sales usage-based royalties	16		%	15		%

U.S. revenue	U.S. revenue	$	232		$	199		16%	$	458		$	422		9%	U.S. revenue	$	271		$	227		20%
International revenue	International revenue	$	46		$	41		16%	$	90		$	77		17%	International revenue	$	51		$	43		18%
% of total revenue:	% of total revenue:															% of total revenue:
U.S. revenue	U.S. revenue	83		%	83		%		84		%	85		%		U.S. revenue	84		%	84		%
International revenue	International revenue	17		%	17		%		16		%	15		%		International revenue	16		%	16		%

Operating profit 1	Operating profit 1	$	196		$	171		15%	$	387		$	353		10%	Operating profit 1	$	224		$	191		17%
Less: net operating profit attributable to noncontrolling interests	Less: net operating profit attributable to noncontrolling interests	52			46				103			94				Less: net operating profit attributable to noncontrolling interests	59			51
Net operating profit	Net operating profit	$	144		$	125		15%	$	284		$	259		10%	Net operating profit	$	165		$	140		17%
Operating margin %	Operating margin %	71		%	71		%		71		%	71		%		Operating margin %	69		%	71		%
Net operating margin %	Net operating margin %	52		%	52		%		52		%	52		%		Net operating margin %	51		%	52		%

1 ~~Operating profit~~2022 includes employee severance charges of $2 million. 2022 and 2021 includes amortization of intangibles from acquisitions of $4 million and $1 million, ~~for the three months ended June 30, 2021 and 2020 and $3 million for the six months ended June 30, 2021 and 2020.~~respectively.

~~Three Months~~

Revenue at Indices increased ~~16%~~19% primarily due to higher average levels of assets under management ("AUM") for ETFs and mutual funds, ~~and~~ higher ~~data subscription revenue, partially offset by lower~~ exchange-traded derivative ~~revenue. Average~~revenue and the impact of the merger with IHS Markit. Ending AUM for ETFs at March 31, 2022 was $2.892 trillion. Excluding AUM related to the merger IHS Markit, ending AUM for ETFs increased 25% to $2.756 trillion and average levels of AUM for ETFs increased ~~56%~~27% to $2.360 trillion and ending AUM for ETFs increased 51% to $2.435 trillion compared to the three months ended June 30, 2020 while exchange-traded derivative activity was impacted by both lower average daily trading volume from reduced volatility and lower rates per trade from a shift in product mix from a year ago. Foreign exchange rates had a favorable impact of less than 1 percentage point.

~~Operating profit increased 15% due to revenue growth partially offset by higher incentive costs and an increase in compensation costs driven by additional headcount and annual merit increases.~~$2.680 trillion. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

~~Six Months~~

~~Revenue at Indices~~Operating profit increased ~~10% primarily due to higher average levels~~17%. Excluding the impact of ~~AUM for ETFs and mutual funds~~employee severance charges in 2022 of 1 percentage point and higher ~~data subscription~~amortization of intangibles from acquisitions of 1 percentage point, operating profit increased 19%. The impact of revenue growth was partially offset by lower exchange-traded derivative revenue. Average levels of AUM for ETFs increased 42% to $2.237 trillion and ending AUM for ETFs increased 51% to $2.435 trillion compared to the six months ended June 30, 2020 while exchange-traded derivative activity was impactedan increase in strategic investments, higher compensation costs driven by both lower average daily trading volume from reduced volatility and lower rates per trade from a shift in product mix from a year ago. Foreign exchange rates had a favorable impact of less than 1 percentage point.

~~Operating profit increased 10% due to revenue growth partially offset by~~annual merit increases, higher incentive costs and ~~an increase in compensation costs driven by additional headcount and annual merit increases.~~expenses associated with the merger with IHS Markit. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

For a further discussion of competitive and other risks inherent in our Indices business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Engineering Solutions

Engineering Solutions is a leading provider of engineering standards and related technical knowledge. Engineering Solutions includes our Product Design offerings that provide technical professionals with the information and insight required to more effectively design products, optimize engineering projects and outcomes, solve technical problems and address complex supply chain issues. Our offerings utilize advanced knowledge discovery technologies, research tools, and software-based engineering decision engines to advance innovation, maximize productivity, improve quality and reduce risk.

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

•Subscription revenue — primarily from subscriptions to our Product Design offerings providing standards, codes and specifications; applied technical reference; engineering journals, reports, best practices, and other vetted technical reference; and patents and patent applications, which includes Engineering Workbench; Goldfire's cognitive search and other advanced knowledge discovery capabilities that help pinpoint answers buried in enterprise systems and unstructured data enabling engineers and technical professionals to accelerate problem solving; and

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

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

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



(in millions)	2022			2021			% Change
Revenue	$	33		$	—		N/M

Subscription revenue	$	30		$	—		N/M
Non-subscription revenue	$	3		$	—		N/M
% of total revenue:
Subscription revenue	91		%	—		%
Non-subscription revenue	9		%	—		%


U.S. revenue	$	18		$	—		N/M
International revenue	$	15		$	—		N/M
% of total revenue:
U.S. revenue	55		%	—		%
International revenue	45		%	—		%

Operating profit 1	$	1		$	—		N/M
Operating margin %	4		%	—		%

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

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

For a further discussion of competitive and other risks inherent in our Engineering Solutions business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

LIQUIDITY AND CAPITAL RESOURCES

We continue to maintain a strong financial position. Our primary source of funds for operations is cash from our businesses. Cash on hand, cash flows from operations and availability under our existing credit facility are expected to be sufficient to meet any additional operating and recurring cash needs into the foreseeable future. We use our cash for a variety of needs, including but not limited to: ongoing investments in our businesses, strategic acquisitions, share repurchases, dividends, repayment of debt, capital expenditures and investment in our infrastructure.

Cash Flow Overview

Cash, cash equivalents, and restricted cash were ~~$5,221~~$4,407 million as of ~~June 30, 2021, an increase~~March 31, 2022, a decrease of ~~$1,099~~$2,098 million from December 31, ~~2020.~~2021.

The following table provides cash flow information for the ~~six~~three months ended ~~June 30:~~March 31:


(in millions)	(in millions)	2021		2020		% Change	(in millions)	2022		2021		% Change
Net cash provided by (used for):	Net cash provided by (used for):						Net cash provided by (used for):
Operating activities	Operating activities	$	1,691	$	1,617	5%	Operating activities	$	222	$	768	(71)%
Investing activities	Investing activities	$	(33)	$	(186)	(82)%	Investing activities	$	2,901	$	(24)	N/M
Financing activities	Financing activities	$	(526)	$	(1,610)	(67)%	Financing activities	$	(5,205)	$	(293)	N/M

In the first ~~six~~three months of ~~2021,~~2022, free cash flow ~~increased $41~~decreased $530 million to ~~$1,548~~$151 million compared to ~~$1,507~~$681 million in the first ~~six~~three months of ~~2020.~~2021. The ~~increase~~decrease is primarily due to ~~an increase~~a decrease in cash provided by operating activities as discussed below. Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders. Capital expenditures include purchases of property and

equipment and additions to technology projects. See “Reconciliation of Non-GAAP Financial Information” below for a

reconciliation of cash flow provided by operating activities, the most directly comparable U.S. GAAP financial measure, to free cash flow and free cash flow excluding certain items.

Operating activities

Cash provided by operating activities ~~increased $74~~decreased $546 million to ~~$1,691~~$222 million for the first ~~six~~three months of ~~2021.~~2022. The ~~increase~~decrease is mainly due to ~~higher operating results~~an increase in ~~2021.~~IHS Markit merger costs and a grant payment to the S&P Global Foundation in 2022.

Investing activities

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

Cash provided by investing activities was $2,901 million for the first three months of 2022 compared to cash used for investing activities ~~decreased to $33 million for the first six months~~ of ~~2021 compared to $186~~$24 million in the first ~~six~~three months of ~~2020,~~2021, primarily due to cash ~~used for~~received from the ~~acquisitions~~dispositions of ~~the ESG Ratings Business from RobecoSAM~~CUSIP Global Services and ~~Greenwich Associates LLC~~Oil Price Information Services in ~~2020.~~2022. See Note 2 — Acquisitions and Divestitures to the consolidated financial statements of this Form 10-Q for further discussion.

Financing activities

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

Cash used for financing activities ~~decreased $1,084~~increased $4,912 million to ~~$526~~$5,205 million for the first ~~six~~three months of ~~2021.~~2022. The ~~decrease~~increase is primarily attributable to ~~a decrease~~an increase in cash used for share repurchases in ~~2021.~~2022. During the ~~six~~three months ended ~~June 30,~~March 31, 2022, we purchased a total of 15.2 million shares for $7.0 billion of cash. During the three months ended March 31, 2021, we did not use cash to repurchase shares. During the six months ended June 30, 2020, we purchased a total of 3.4 million shares for $1,150 million of cash. During the fourth quarter of 2019, we repurchased shares for $3 million, which settled in the first quarter of 2020, resulting in $1,153 million of cash used to repurchase shares. See Note 8 — Equity to the consolidated financial statements of this Form 10-Q for further discussion.

Additional Financing

~~On April 26, 2021, we entered into~~We have the ability to borrow a ~~revolving $1.5~~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. ~~This credit facility replaced our~~On April 26, 2021, we entered into a revolving ~~$1.2~~$1.5 billion five-year credit ~~facility (our "previous credit facility")~~agreement that ~~was scheduled~~included an accordion feature which allowed the Company to ~~terminate on June 30, 2022. The previous credit facility was canceled immediately after~~increase the ~~new credit facility became effective. There were no outstanding borrowings~~total commitments thereunder by up to an additional $500 million, subject to certain customary terms and conditions. On February 25, 2022, we exercised the accordion feature which increased the total commitments available under ~~the previous credit facility when it was replaced.~~

~~We have the ability to borrow a total of $1.5 billion through our commercial paper program, which is supported by~~ our credit facility ~~that we entered into on April 26, 2021.~~from $1.5 billion to $2.0 billion. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there was no commercial paper issued or outstanding, and we similarly did not draw or have any borrowings outstanding from the credit facility or previous credit facility during the three and six months ended June 30, 2021 and 2020.outstanding.

Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving three environmental sustainability performance indicators related to emissions, tested annually. We currently pay a commitment fee of 9 basis points. The credit facility also includes an accordion feature which allows the Company to increase the total commitments thereunder by up to an additional $500 million, subject to certain customary terms and conditions. The credit facility contains customary affirmative and negative covenants and customary events of default. The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.

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

Dividends

On January ~~27, 2021,~~26, 2022, the Board of Directors approved ~~an increase in the~~a quarterly common stock dividend ~~from $0.67 per share to~~of $0.77 per share.

On February 28, 2022, the Board of Directors approved a quarterly common stock dividend of $0.85 per share. The quarterly dividend will increase from $0.77 to $0.85 per share in the second quarter.

Supplemental Guarantor Financial Information

The senior notes described below were issued by S&P Global Inc. and are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company. All senior notes described below have been registered with the SEC.

•On August 13, 2020, we issued $600 million of 1.25% senior notes due in 2030 and $700 million of 2.3% senior notes due in 2060.

•On November 26, 2019, we issued $500 million of 2.5% senior notes due in 2029 and $600 million of 3.25% senior notes due in 2049.

•On May 17, 2018, we issued $500 million of 4.5% senior notes due in 2048.

•On September 22, 2016, we issued $500 million of 2.95% senior notes due in 2027.

•On May 26, 2015, we issued $700 million of 4.0% senior notes due in 2025.

•On November 2, 2007 we issued $400 million of 6.55% Senior Notes due 2037.

The notes above are unsecured and unsubordinated and rank equally and ratably with all of our existing and future unsecured and unsubordinated debt. The guarantees are the subsidiary guarantor’s unsecured and unsubordinated debt and rank equally and ratably with all of the subsidiary guarantor’s existing and future unsecured and unsubordinated debt.

The guarantees of the subsidiary guarantor may be released and discharged upon (i) a sale or other disposition (including by way of consolidation or merger) of the subsidiary guarantor or the sale or disposition of all or substantially all the assets of the subsidiary guarantor (in each case other than to the Company or a person who, prior to such sale or other disposition, is an affiliate of the Company); (ii) upon defeasance or discharge of any applicable series of the notes, as described above; or (iii) at such time as the subsidiary guarantor ceases to guarantee indebtedness for borrowed money, other than a discharge through payment thereon, under any Credit Facility of the Company, other than any such Credit Facility of the Company the guarantee of which by the subsidiary guarantor will be released concurrently with the release of the subsidiary guarantor’s guarantees of the notes.

Other subsidiaries of the Company do not guarantee the registered debt securities of either S&P Global Inc. or Standard & Poor's Financial Services LLC (the "Obligor Group") which are referred to as the “Non-Obligor Group”.

The following tables set forth the summarized financial information of the Obligor Group on a combined basis. This summarized financial information excludes the Non-Obligor Group. Intercompany balances and transactions between members of the Obligor Group have been eliminated. This information is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP.

Summarized results of operations for the ~~periods~~three months ended ~~June 30, 2021~~March 31, 2022 are as follows:
(in millions) Three Months Six Months
Revenue $ 878 $ 1,740
Operating Profit 586 1,165
Net Income 262 377
Net income attributable to S&P Global Inc. 262 377




(in millions)
Revenue	$	758
Operating Profit	235
Net Income	(71)
Net income attributable to S&P Global Inc.	(71)

Summarized balance sheet information as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 is as follows:


(in millions)	(in millions)	June 30,		December 31,		(in millions)	March 31,		December 31,
		2021		2020			2022		2021
Current assets (excluding intercompany from Non-Obligor Group)	Current assets (excluding intercompany from Non-Obligor Group)	$	4,435	$	3,093	Current assets (excluding intercompany from Non-Obligor Group)	$	3,502	$	6,124
Non-current assets	Non-current assets	1,050		1,055		Non-current assets	1,238		846

Current liabilities (excluding intercompany to Non-Obligor Group)	Current liabilities (excluding intercompany to Non-Obligor Group)	1,265		1,179		Current liabilities (excluding intercompany to Non-Obligor Group)	1,275		1,307
Non-current liabilities	Non-current liabilities	5,069		4,936		Non-current liabilities	11,984		5,242
Intercompany payables to Non-Obligor Group	Intercompany payables to Non-Obligor Group	4,539		3,893		Intercompany payables to Non-Obligor Group	7,607		4,851

4647

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders, net. Capital expenditures include purchases of property and equipment and additions to technology projects. Our cash flow provided by operating activities is the most directly comparable U.S. GAAP financial measure to free cash flow. ~~Additionally, we have considered certain items in evaluating free cash flow, which are included in the table below.~~

We believe the presentation of free cash flow ~~and free cash flow excluding certain items~~ allows our investors to evaluate the cash generated from our underlying operations in a manner similar to the method used by management. We use free cash flow to conduct and evaluate our business because we believe it typically presents a more conservative measure of cash flows since capital expenditures and distributions to noncontrolling interest holders are considered a necessary component of ongoing operations. Free cash flow is useful for management and investors because it allows management and investors to evaluate the cash available to us to prepay debt, make strategic acquisitions and investments and repurchase stock.

The presentation of free cash flow ~~and free cash flow excluding certain items are~~is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. Free cash flow, as we calculate it, may not be comparable to similarly titled measures employed by other companies. The following table presents a reconciliation of our cash flow provided by operating activities to free cash flow ~~excluding the impact of the item below~~ for the ~~six~~three months ended ~~June 30:~~March 31:


(in millions)	(in millions)	2021		2020		% Change		(in millions)	2022		2021		% Change
Cash provided by operating activities	Cash provided by operating activities	$	1,691	$	1,617	5	%	Cash provided by operating activities	$	222	$	768	(71)	%
Capital expenditures	Capital expenditures	(25)		(18)				Capital expenditures	(16)		(18)
Distributions to noncontrolling interest holders, net	Distributions to noncontrolling interest holders, net	(118)		(92)				Distributions to noncontrolling interest holders, net	(55)		(69)
Free cash flow	Free cash flow	1,548		1,507		3	%	Free cash flow	$	151	$	681	(78)	%
IHS Markit merger costs		77		—

Free cash flow excluding certain items		$	1,625	$	1,507	8	%


(in millions)	(in millions)	2021	2020	% Change		(in millions)	2022	2021	% Change
Cash used for investing activities		(33)	(186)	(82)	%
Cash provided by (used for) investing activities						Cash provided by (used for) investing activities	2,901	(24)	N/M
Cash used for financing activities	Cash used for financing activities	(526)	(1,610)	(67)	%	Cash used for financing activities	(5,205)	(293)	N/M

CRITICAL ACCOUNTING ESTIMATES

Our accounting policies are described in Note 1 — Accounting Policies to the consolidated financial statements in our most recent Form 10-K. As discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our most recent Form 10-K, we consider an accounting estimate to be critical if it required assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates could have a material effect on our results of operations. These critical estimates include 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 non-controlling interests. We base our estimates on historical experience, current developments and on various other assumptions that we believe to be reasonable under these circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that cannot readily be determined from other sources. There can be no assurance that actual results will not differ from those estimates. Since the date of our Form 10-K, there have been no material changes to our critical accounting estimates.

RECENTLY ISSUED OR ADOPTED ACCOUNTING STANDARDS

See Note 13 – Recently Issued or Adopted Accounting Standards to the consolidated financial statements of this Form 10-Q for further information.

4748

FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, including statements about COVID-19 and the merger (the “Merger”) between a subsidiary of the Company and IHS Markit Ltd. (“IHS Markit”), which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; and the Company’s cost structure, dividend policy, cash flows or liquidity.

Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:

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

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

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

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

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

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

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

•business disruption following the Merger;

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

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

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

•the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, and the potential for a system or network disruption that results in regulatory penalties and remedial costs or improper disclosure of confidential information or data;

•the outcome of litigation, government and regulatory proceedings, investigations and inquiries;

•the health of debt and equity markets, including credit quality and spreads, the level of liquidity and future debt issuances, demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives;

•the demand and market for credit ratings in and across the sectors and geographies where the Company operates;

•concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings, benchmarks and indices;

•the effect of competitive products and pricing, including the level of success of new product developments and global expansion;

•the Company’s exposure to potential criminal sanctions or civil penalties for noncompliance with foreign and U.S. laws and regulations that are applicable in the domestic and international jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia, Sudan, Syria and Venezuela, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions;

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

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

•consolidation in the Company’s end-customer markets;

•the introduction of competing products or technologies by other companies;

•the impact of customer cost-cutting pressures, including in the financial services industry and the commodities markets;

•a decline in the demand for credit risk management tools by financial institutions;

•the level of merger and acquisition activity in the United States and abroad;

•the volatility and health of the energy and commodities markets;

•our ability to attract, incentivize and retain key employees, especially in today’s competitive business environment;

•the level of the Company’s future cash flows and capital investments;

•the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates;

•the Company's ability to adjust to changes in European and United Kingdom markets as the United Kingdom leaves the European Union, and the impact of the United Kingdom’s departure on our credit rating activities and other offerings in the European Union and United Kingdom; and

•the impact of changes in applicable tax or accounting requirements on the Company.

The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including Item 1A, Risk Factors, in our most recently filed Annual Report on Form 10-K.

4950

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet. These forward contracts are not designated as hedges and do not qualify for hedge accounting. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we entered into foreign exchange forward contracts to 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 six months ended June 30,~~As of March 31, 2022 and 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.~~rates. We have not entered into any derivative financial instruments for speculative purposes. See Note 5 - Derivative Instruments to the consolidated financial statements of this Form 10-Q for further discussion.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed so that information required to be disclosed in our reports filed with the U.S. Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

As of ~~June 30, 2021,~~March 31, 2022, an evaluation was performed under the supervision and with the participation of management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of ~~June 30, 2021.~~March 31, 2022.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2022, we completed the merger with IHS Markit. As part of our ongoing integration activities, we are incorporating our controls and procedures into this recently acquired business concurrent with the augmentation of our Company-wide controls. There ~~have been~~were no other changes in ~~our~~ internal control over financial reporting that occurred during the ~~most recent~~ quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As a result of the COVID-19 pandemic, the majority of our workforce began working remotely in March 2020. These changes to the working environment did not have a material effect on our internal controls over financial reporting during the most recent quarter.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

See Note 12 – Commitments and Contingencies - Legal & Regulatory Matters to the consolidated financial statements of this Form 10-Q for information on our legal proceedings.

Item 1A. Risk Factors

~~See~~In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors we have previously disclosed in Item 1A, Risk Factors, in our most recent Form 10-K.

Merger Risks

Our future results will suffer if we do not effectively adjust to changes in our business resulting from the merger.

Our recent merger with IHS Markit has changed the composition of our markets and product mix, exposing us to the automotive industry and the upstream exploration and production industry and its associated cyclicality, for example. Our future success depends, in part, on our ability to retrain our staff to acquire or strengthen skills necessary to address these changes, and, where necessary, to attract and retain new personnel that possess these skills.Notwithstanding that our businesses have significant complimentary products and services, as we integrate the business lines, we may discover that we do not posses the skills or knowledge to appropriately manage such new business lines.

Notwithstanding extensive integration planning, given the restrictions imposed by antitrust regulations, we did not have full access to IHS Markit data.We relied on third-parties, clean rooms and publicly available data to inform our assumptions about the business.Since closing of the merger, we have already adjusted some of our assumptions based on full access to IHS Markit.While such adjustments have not been material to date, there can be no assurance that future discoveries will not have a material adverse effect on our ability to realize the cost or revenue synergies or other benefits we expect from the merger.

Business, Operational and Regulatory Risks

Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy resulting from the ongoing military conflict between Russia and Ukraine.

The global economy has been negatively impacted by increasing tension, uncertainty and tragedy resulting from ongoing military conflict between Russia and Ukraine. The adverse and uncertain economic conditions resulting therefrom have and may further negatively impact global demand, cause supply chain disruptions and increase costs for transportation, energy and other raw materials. Furthermore, governments in the United States, the European Union, the United Kingdom, Canada and others have imposed financial and economic sanctions on certain industry segments and various parties in Russia and Belarus. We are monitoring the conflict including the potential impact of financial and economic sanctions on the global economy. Increased trade barriers, sanctions and other restrictions on global or regional trade could adversely affect our business, financial condition and results of operations. We are suspending our existing operations in Russia and Belarus.Suspending our operations does not have a material effect on our results of operations, however the length and impact of the ongoing military conflict is highly unpredictable, and has resulted in market disruptions, including significant volatility in commodity prices, credit and capital markets, an increase in cyber security incidents as well as supply chain disruptions.Further escalation of geopolitical tensions related to this military conflict and/or its expansion could result in increased volatility and disruption to the global economy and the markets in which we operate adversely impacting our business, financial condition or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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. During the ~~second~~first quarter of ~~2021,~~2022, we ~~did not repurchase any~~repurchased 14.5 million shares under the 2020 Repurchase Program and, as of ~~June 30, 2021, 30~~March 31, 2022, 15.5 million shares remained under the 2020 Repurchase Program.

On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of up to 50 million shares (the "2013 Repurchase Program"), which was approximately 18% of the Company's outstanding shares at that time. During the ~~second~~first quarter of ~~2021,~~2022, we ~~did not repurchase any~~repurchased 0.8 million shares under our 2013 Repurchase Program and as of ~~June 30, 2021, 0.8 million shares remained under~~

March 31, 2022, we completed the 2013 Repurchase Program.

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

The following table provides information on our purchases of our outstanding common stock during the ~~second~~first quarter of ~~2021~~2022 pursuant to our 2013 and 2020 Repurchase Programs (column c). In addition to these purchases, the number of shares in column (a) include shares of common stock that are tendered to us to satisfy our employees’ tax withholding obligations in connection with the vesting of awards of restricted shares (we repurchase such shares based on their fair market value on the vesting date).

There were no other share repurchases during the quarter outside the repurchases noted below.

Period (a) Total Number of Shares Purchased (b) Average Price Paid per Share (c) Total Number of Shares Purchased as
Part of Publicly Announced Programs (d) Maximum Number of Shares that may yet be Purchased Under the Programs
April 1 — April 30, 2021
6,981 $ 363.70 — 30.8 million
May 1 — May 31, 2021 3,341 389.78 — 30.8 million
June 1 — June 30, 2021 2,288 381.84 — 30.8 million
Total — Quarter 12,610 $ 373.90 — 30.8 million


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Programs	(d) Maximum Number of Shares that may yet be Purchased Under the Programs
January 1 — January 31, 2022	30,870	$	471.59	—	30.8 million
February 1 — February 28, 2022	1,373	412.06		—	30.8 million
March 1 — March 31, 2022	15,234,028	398.72		15,233,754	15.5 million
Total — Quarter	15,266,271	$	468.46	15,233,754	15.5 million

Item 5. Other Information

IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT DISCLOSURE

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable laws and regulations.

During ~~the second quarter of 2021,~~Q1, the Company ~~recorded no revenue or net profit attributable to the~~engaged in limited transactions or dealings ~~described below. The amount recorded in connection with~~related to the ~~foregoing reflects the uncertainty~~purchase or sale of ~~collection.~~

~~During the second quarter of 2021, Platts, a division of the Company that provides energy-related information in over 150 countries, provided~~ information and informational materials, which are generally exempt from U.S. economic sanctions, ~~to subscribers~~with persons that are owned or controlled, or appear to be owned or controlled, by the Government of Iran or are otherwise subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012. ~~Platts~~Commodities Insights provided ~~such~~ subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency. Market Intelligence sourced certain trade data from Iran. The Company will continue to monitor ~~its provision~~such activities closely. During Q1, the Company recorded no revenue or net profit attributable to the Commodities Insights transactions or dealings described above, which reflects the uncertainty of ~~products~~collection. The Company attributes a de minimis amount of gross revenues and ~~services~~net profits to ~~such subscribers.~~

the data sourced from Iran by Market Intelligence.

5253

Item 6. Exhibits


~~(10.1)~~(3.2)			~~Revolving Five-Year Credit Agreement, dated~~By-Laws of Registrant, as ~~of April 26,~~amended and restated on September 29, 2021 ~~among~~, incorporated by reference from the ~~Company, Standard & Poor's Financial Services LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and Bank of America, N.A. as syndication agent~~Registrant’s Form 8-K filed October 5, 2021.

(15)			Letter on Unaudited Interim Financials

(31.1)			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

(31.2)			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

(32)			Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(101.INS)			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

(101.SCH)			Inline XBRL Taxonomy Extension Schema

(101.CAL)			Inline XBRL Taxonomy Extension Calculation Linkbase

(101.LAB)			Inline XBRL Taxonomy Extension Label Linkbase

(101.PRE)			Inline XBRL Taxonomy Extension Presentation Linkbase

(101.DEF)			Inline XBRL Taxonomy Extension Definition Linkbase

(104)			Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)

5354

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.


			S&P Global Inc.
			Registrant

Date:	~~July 29, 2021~~May 3, 2022	By:	/s/ Ewout L. Steenbergen
			Ewout L. Steenbergen
			Executive Vice President and Chief Financial Officer

Date:	~~July 29, 2021~~May 3, 2022	By:	/s/ Christopher F. Craig
			Christopher F. Craig
			Senior Vice President, Controller and Chief Accounting Officer

5455


Three Months Ended June 30, 2020
(in millions)	Common Stock $1 par		Additional Paid-in Capital		Retained Income		Accumulated Other Comprehensive Loss		Less: Treasury Stock		Total SPGI Equity		Noncontrolling Interests		Total Equity
Balance as of March 31, 2020	$	294	$	754	$	12,691	$	(660)	$	13,329	$	(250)	$	56	$	(194)
Comprehensive income 1					792		(44)				748		4		752
Dividends (Dividend declared per common share — $0.67 per share)					(162)						(162)		(2)		(164)

Employee stock plans			8						2		6				6
Change in redemption value of redeemable noncontrolling interest					(135)						(135)				(135)
Other					3						3		0		3
Balance as of June 30, 2020	$	294	$	762	$	13,189	$	(704)	$	13,331	$	210	$	58	$	268


Six Months Ended June 30, 2021
(in millions)	Common Stock $1 par		Additional Paid-in Capital		Retained Income		Accumulated Other Comprehensive Loss		Less: Treasury Stock		Total SPGI Equity		Noncontrolling Interests		Total Equity
Balance as of December 31, 2020	$	294	$	946	$	13,367	(637)		$	13,461	509		$	62	$	571
Comprehensive income 1					1,553		(127)				1,426		10		1,436
Dividends (Dividend declared per common share — $1.54 per share)					(371)						(371)		(7)		(378)

Employee stock plans			17						4		13				13

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

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


	Second Quarter Compared to Prior Year			Year-to-Date Compared to Prior Year
Corporate Bond Issuance *	U.S.	Europe	Global	U.S.	Europe	Global
High-yield issuance	(8)%	104%	28%	34%	81%	45%
Investment-grade issuance	(51)%	(32)%	(27)%	(36)%	(10)%	(12)%
Total issuance	(44)%	(20)%	(21)%	(26)%	—%	(6)%


	Second Quarter Compared to Prior Year			Year-to-Date Compared to Prior Year
Structured Finance Issuance	U.S.	Europe	Global	U.S.	Europe	Global
Asset-backed securities (“ABS”)	107%	(4)%	91%	48%	10%	46%
Structured credit (primarily CLOs)	580%	333%	496%	203%	337%	228%
Commercial mortgage-backed securities (“CMBS”)	171%	*	178%	16%	126%	18%
Residential mortgage-backed securities (“RMBS”)	185%	63%	116%	84%	49%	60%
Covered bonds	*	28%	30%	*	(17)%	(27)%
Total issuance	229%	74%	147%	95%	35%	60%