Item 8. Consolidated Financial Statements and Supplementary Data

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			Page
Reports of Independent Registered Public Accounting Firm			66
Consolidated Statements of Income			69
Consolidated Statements of Comprehensive Income			70
Consolidated Balance Sheets			71
Consolidated Statements of Cash Flows			72
Consolidated Statements of Equity			73
Notes to the Consolidated Financial Statements			74
1 Accounting Policies			74
2 Acquisitions and Divestitures			82
3 Goodwill and Other Intangible Assets			85
4 Taxes on Income			86
5 Debt			89
6 Derivative Instruments			90
7 Employee Benefits			92
8 Stock-Based Compensation			98
9 Equity			101
10 Earnings per Share			104
11 Restructuring			104
12 Segment and Geographic Information			105
13 Commitments and Contingencies			109
14 Quarterly Financial Information			112

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Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of S&P Global Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 9, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.

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						Valuation of redeemable noncontrolling interest in S&P Dow Jones Indices LLC
Description of the Matter						As described in Notes 1 and 9 to the financial statements, the Company has an agreement with the minority partners of its S&P Dow Jones Indices LLC joint venture that contains redemption features outside of the control of the Company. This arrangement is reported as a redeemable noncontrolling interest at fair value of $2,781 million at December 31, 2020. The Company adjusts 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. Auditing the Company's valuation of its redeemable noncontrolling interest was complex due to the estimation uncertainty in determining the fair value. The estimation uncertainty was primarily due to the sensitivity of the fair value to underlying assumptions about the future performance of the business. 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., revenue growth rates and operating margins), a company specific beta and earnings and transaction multiples for comparable companies and similar acquisitions, respectively. These significant judgmental assumptions that incorporate market data are forward-looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the accounting for its redeemable noncontrolling interest, including controls over management's judgments and evaluation of the underlying assumptions with regard to the valuation models applied and the estimation process supporting the determination of the fair value of S&P Dow Jones Indices LLC joint venture. To test the valuation of redeemable noncontrolling interest, we evaluated the Company's selection of the valuation methodology and the methods and significant assumptions used by inspecting available market data and performing sensitivity analyses. For example, when evaluating the assumptions related to the revenue growth rate and operating profit margins, we compared the assumptions to the past performance of S&P Dow Jones Indices LLC joint venture in addition to current observable industry, market and economic trends. We involved valuation specialists to assist in our evaluation of the methodology and significant assumptions used by the Company, including the discount rate, company specific beta and earnings for comparable companies and transaction multiples for similar acquisitions. We also tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

/s/ ERNST & YOUNG LLP

We have served as the Company’s auditor since 1969.

New York, New York

February 9, 2021

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Report of Independent Registered Public Accounting Firm

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

Opinion on Internal Control over Financial Reporting

We have audited S&P Global Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, S&P Global Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of S&P Global Inc. as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in Item 15(a)(2) and our report dated February 9, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ ERNST & YOUNG LLP

New York, New York

February 9, 2021

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Consolidated Statements of Income

(in millions, except per share data)			Year Ended December 31,
			2020						2019						2018
Revenue			$	7,442					$	6,699					$	6,258
Expenses:
Operating-related expenses			2,092						1,976						1,838
Selling and general expenses			1,543						1,342						1,424
Depreciation			83						82						84
Amortization of intangibles			123						122						122
Total expenses			3,841						3,522						3,468
Gain on dispositions			(16)						(49)						—
Operating profit			3,617						3,226						2,790
Other (income) expense, net			(31)						98						(25)
Interest expense, net			141						141						134
Loss on extinguishment of debt			279						57						—
Income before taxes on income			3,228						2,930						2,681
Provision for taxes on income			694						627						560
Net income			2,534						2,303						2,121
Less: net income attributable to noncontrolling interests			(195)						(180)						(163)
Net income attributable to S&P Global Inc.			$	2,339					$	2,123					$	1,958
Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic			$	9.71					$	8.65					$	7.80
Diluted			$	9.66					$	8.60					$	7.73
Weighted-average number of common shares outstanding:
Basic			241.0						245.4						250.9
Diluted			242.1						246.9						253.2
Actual shares outstanding at year end			240.6						244.0						248.4

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of Comprehensive Income

(in millions)			Year Ended December 31,
			2020						2019						2018
Net income			$	2,534					$	2,303					$	2,121
Other comprehensive income:
Foreign currency translation adjustments			(24)						10						(96)
Income tax effect			22						8						(4)
			(2)						18						(100)
Pension and other postretirement benefit plans			(31)						141						(14)
Income tax effect			8						(39)						9
			(23)						102						(5)
Unrealized gain (loss) on forward exchange contracts			17						(2)						2
Income tax effect			(5)						—						—
			12						(2)						2
Comprehensive income			2,521						2,421						2,018
Less: comprehensive income attributable to nonredeemable noncontrolling interests			(14)						(10)						(12)
Less: comprehensive income attributable to redeemable noncontrolling interests			(181)						(170)						(151)
Comprehensive income attributable to S&P Global Inc.			$	2,326					$	2,241					$	1,855

See accompanying notes to the consolidated financial statements.

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Consolidated Balance Sheets

(in millions)			December 31,
			2020						2019
ASSETS
Current assets:
Cash and cash equivalents			$	4,108					$	2,866
Restricted cash			14						20
Short-term investments			9						28
Accounts receivable, net of allowance for doubtful accounts: 2020- $30 ; 2019 - $34			1,593						1,577
Prepaid and other current assets			264						221
Total current assets			5,988						4,712
Property and equipment:
Buildings and leasehold improvements			364						420
Equipment and furniture			507						522
Total property and equipment			871						942
Less: accumulated depreciation			(587)						(622)
Property and equipment, net			284						320
Right of use assets			494						676
Goodwill			3,735						3,575
Other intangible assets, net			1,352						1,424
Other non-current assets			684						641
Total assets			$	12,537					$	11,348
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable			$	233					$	190
Accrued compensation and contributions to retirement plans			551						446
Income taxes currently payable			84						68
Unearned revenue			2,168						1,928
Other current liabilities			551						461
Total current liabilities			3,587						3,093
Long-term debt			4,110						3,948
Lease liabilities – non-current			544						620
Pension and other postretirement benefits			291						259
Other non-current liabilities			653						624
Total liabilities			9,185						8,544
Redeemable noncontrolling interest			2,781						2,268
Commitments and contingencies (Note 13)
Equity:
Common stock, $1 par value: authorized - 600 million shares; issued: 2020 - 294 million shares; 2019 - 294 million shares			294						294
Additional paid-in capital			946						903
Retained income			13,367						12,205
Accumulated other comprehensive loss			(637)						(624)
Less: common stock in treasury - at cost: 2020 - 53 million shares; 2019 - 50 shares			(13,461)						(12,299)
Total equity – controlling interests			509						479
Total equity – noncontrolling interests			62						57
Total equity			571						536
Total liabilities and equity			$	12,537					$	11,348

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of Cash Flows

(in millions)			Year Ended December 31,
			2020						2019						2018
Operating Activities:
Net income			$	2,534					$	2,303					$	2,121
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation			83						82						84
Amortization of intangibles			123						122						122
Provision for losses on accounts receivable			17						18						21
Deferred income taxes			(31)						46						81
Stock-based compensation			90						78						94
Gain on dispositions			(16)						(49)						—
Accrued legal settlements			9						—						1
Pension settlement charge, net of taxes			2						85						—
Loss on extinguishment of debt			279						57						—
Lease impairment charges			120						11						11
Other			110						25						41
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable			18						(135)						(164)
Prepaid and other current assets			(85)						(81)						(1)
Accounts payable and accrued expenses			132						73						(106)
Unearned revenue			220						256						70
Accrued legal settlements			—						(1)						(108)
Other current liabilities			(15)						(56)						(67)
Net change in prepaid/accrued income taxes			(2)						(41)						(7)
Net change in other assets and liabilities			(21)						(17)						(129)
Cash provided by operating activities			3,567						2,776						2,064
Investing Activities:
Capital expenditures			(76)						(115)						(113)
Acquisitions, net of cash acquired			(201)						(91)						(401)
Proceeds from dispositions			18						85						6
Changes in short-term investments			19						(10)						(5)
Cash used for investing activities			(240)						(131)						(513)
Financing Activities:
Proceeds from issuance of senior notes, net			1,276						1,086						489
Payments on senior notes			(1,394)						(868)						(403)
Dividends paid to shareholders			(645)						(560)						(503)
Distributions to noncontrolling interest holders, net			(194)						(143)						(154)
Repurchase of treasury shares			(1,164)						(1,240)						(1,660)
Exercise of stock options			16						40						34
Purchase of additional CRISIL shares			—						—						(25)
Employee withholding tax on share-based payments and other			(61)						(66)						(66)
Cash used for financing activities			(2,166)						(1,751)						(2,288)
Effect of exchange rate changes on cash			75						34						(84)
Net change in cash, cash equivalents, and restricted cash			1,236						928						(821)
Cash, cash equivalents, and restricted cash at beginning of year			2,886						1,958						2,779
Cash, cash equivalents, and restricted cash at end of year			$	4,122					$	2,886					$	1,958
Cash paid during the year for:
Interest			$	159					$	162					$	151
Income taxes			$	683					$	659					$	558

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of 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, 2017			$	412					$	525					$	10,023					$	(649)					$	9,602					$	709					$	57					$	766
Comprehensive income 1															1,958						(103)												1,855						12						1,867
Dividends (Dividend declared per common share — $2.00 per share)															(503)																		(503)						(11)						(514)
Share repurchases									(75)																		1,585						(1,660)												(1,660)
Retirement of common stock			(118)																								(118)						—												—
Employee stock plans									56																		(28)						84												84
Change in redemption value of redeemable noncontrolling interest															(228)																		(228)												(228)
Increase in CRISIL ownership									(25)																								(25)						2						(23)
Stock consideration for Kensho									352																								352												352
Other															34			2			$	10		2									44						(4)						40
Balance as of December 31, 2018			$	294					$	833					$	11,284					$	(742)					$	11,041					$	628					$	56					$	684
Comprehensive income 1															2,123						118												2,241						10						2,251
Dividends (Dividend declared per common share — $2.28 per share)															(560)																		(560)						(10)						(570)
Share repurchases									75																		1,315						(1,240)												(1,240)
Employee stock plans									(5)																		(57)						52												52
Capital contribution from noncontrolling interest															(36)																		(36)												(36)
Change in redemption value of redeemable noncontrolling interest															(608)																		(608)												(608)
Other															2																		2						1						3
Balance as of December 31, 2019			$	294					$	903					$	12,205					$	(624)					$	12,299					$	479					$	57					$	536
Comprehensive income 1															2,339						(13)												2,326						14						2,340
Dividends (Dividend declared per common share — $2.68 per share)															(645)																		(645)						(11)						(656)
Share repurchases																											1,164						(1,164)												(1,164)
Employee stock plans									43																		(2)						45												45
Change in redemption value of redeemable noncontrolling interest															(532)																		(532)												(532)
Other																																	—						2						2
Balance as of December 31, 2020			$	294					$	946					$	13,367					$	(637)					$	13,461					$	509					$	62					$	571

1 Excludes $181 million, $170 million and $151 million in 2020, 2019 and 2018, respectively, attributable to redeemable noncontrolling interest.

2 Includes opening balance sheet adjustments related to the adoption of the new revenue recognition standard and the reclassification of the unrealized loss on investments from Accumulated other comprehensive loss to Retained income.

See accompanying notes to the consolidated financial statements.

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Notes to the Consolidated Financial Statements

1. Accounting Policies

Nature of operations

S&P Global Inc. (together with its consolidated subsidiaries, the “Company,” the “Registrant,” “we,” “us” or “our”) is a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. 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, metals, petrochemicals and agriculture.

Our operations consist of four reportable segments: S&P Global Ratings ("Ratings"), S&P Global Market Intelligence ("Market Intelligence"), S&P Global Platts ("Platts") and S&P Dow Jones Indices ("Indices").

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

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

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

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

In the first quarter of 2020, we changed our allocation methodology for allocating our centrally managed technology-related expenses to our reportable segments to more accurately reflect each segment's respective usage. Prior-year amounts have been reclassified to conform with current presentation.

In April of 2018, we acquired Kensho Technologies Inc. ("Kensho") for approximately $550 million, net of cash acquired, in a mix of cash and stock. Beginning in the first quarter of 2019, the contract obligations for revenue from Kensho's major customers were transferred to Market Intelligence for fulfillment. As a result of this transfer, from January 1, 2019, revenue from contracts with Kensho’s customers is reflected in Market Intelligence’s results. In 2018, the revenue from contracts with Kensho’s customers was reported in Corporate revenue. Restricted cash of $14 million and $20 million included in our consolidated balance sheets as of December 31, 2020 and 2019, respectively, includes amounts held in escrow accounts in connection with our acquisition of Kensho. See Note 2 — Acquisitions and Divestitures for additional information and Note 12 – Segment and Geographic Information for further discussion on our reportable segments.

Adoption of ASC 842, “Leases”

On January 1, 2019, we adopted Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") 842 that requires a lessee to recognize "right of use" assets with offsetting lease liabilities on the balance sheet, with expenses recognized similar to previously issued guidance. We adopted the new lease standard effective January 1, 2019 using the modified retrospective transition method. Under this transition method, the standard was adopted prospectively without restating prior period's financial statements. As part of the adoption, we elected the practical expedient to not separate lease and non-lease components. See Note 13 — Commitments and Contingencies for further details on our leases.

Adoption of ASC 606, “Revenue from Contracts with Customers”

We adopted FASB ASC 606 "Revenue from Contracts with Customers" using the modified retrospective transition method applied to our revenue contracts with customers as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior year amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605 "Revenue Recognition". We recorded a net increase to opening retained earnings of $35 million as of January 1, 2018 due to the cumulative effect of adopting ASC 606, with the impact primarily related to our treatment of costs to obtain a contract and to a lesser extent, changes to the timing of the recognition of our subscription and non-transaction revenues.

Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. Under ASC 605, revenue was recognized as it was earned and when services were rendered.

Subscription revenue

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

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RatingsDirect®, RatingsXpress®, and Credit Analytics. Subscription revenue at Platts is generated by providing customers access to commodity and energy-related price assessments, market data, and real-time news, along with other information services. Subscription revenue at Indices is derived from the contracts for underlying data of our indexes to support our customers' management of index funds, portfolio analytics, and research.

For subscription products and services, we generally provide continuous access to dynamic data sets and analytics for a defined period, with revenue recognized ratably as our performance obligation to provide access to our data and analytics is progressively fulfilled over the stated term of the contract.

Non-transaction revenue

Non-transaction revenue at Ratings is primarily related to 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 revenue elimination of $137 million, $128 million and $125 million for the years ended December 31, 2020, 2019, and 2018 respectively, mainly consisting of the royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

For non-transaction revenue related to Rating’s surveillance services, we continuously monitor factors that impact the creditworthiness of an issuer over the contractual term with revenue recognized to the extent that our performance obligation is progressively fulfilled over the term contract. Because surveillance services are continuously provided throughout the term of the contract, our measure of progress towards fulfillment of our obligation to monitor a rating is a time-based output measure with revenue recognized ratably over the term of the contract.

Non-subscription / Transaction revenue

Transaction revenue at our Ratings segment primarily includes fees associated with:

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

• bank loan ratings; and

• corporate credit estimates, which are intended, based on an abbreviated analysis, to provide an indication of our opinion regarding creditworthiness of a company which does not currently have a Ratings credit rating.

Transaction revenue is recognized at the point in time when our performance obligation is satisfied by issuing a rating on our customer's instruments, our customer's creditworthiness, or a counter-party's creditworthiness and when we have a right to payment and the customer can benefit from the significant risks and rewards of ownership.

Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing and analytical services. Non-subscription revenue at Platts is primarily related to conference sponsorship, consulting engagements and events.

Asset-linked fees

Asset-linked fees at Indices and Market Intelligence are primarily related to royalties payments based on the value of assets under management in our customers exchange-traded funds and mutual funds.

For asset-linked products and services, we provide licenses conveying continuous access to our index and benchmark-related intellectual property during a specified contract term. Revenue is recognized when the extent that our customers have used our licensed intellectual property can be quantified. Recognition of revenue for our asset-linked fee arrangements is subject to the "recognition constraint" for usage-based royalty payments because we cannot reasonably predict the value of the assets that will be invested in index funds structured using our intellectual property until it is either publicly available or when we are notified by our customers. Revenue derived from an asset-linked fee arrangement is measured and recognized when the certainty of the extent of its utilization of our index products by our customers is known.

Sales usage-based royalties

Sales usage-based royalty revenue at our Indices segment is primarily related to trading based fees from exchange-traded derivatives. Sales and usage-based royalty revenue at our Platts segment is primarily related to licensing of its proprietary market price data and price assessments to commodity exchanges.

For sales usage-based royalty products and services, we provide licenses conveying the right to continuous access to our intellectual property over the contract term, with revenue recognized when the extent of our license’s utilization can be

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quantified, or more specifically, when trading volumes are known and publicly available to us or when we are notified by our customers. Recognition of revenue of fees tied to trading volumes is subject to the recognition constraint for a usage-based royalty promised by our customers in exchange for the license of our intellectual property, with revenue recognized when trading volumes are known.

Arrangements with Multiple Performance Obligations

Our contracts with customers may include multiple performance obligations. Revenue relating to agreements that provide for more than one performance obligation is recognized based upon the relative fair value to the customer of each service component as each component is earned. The fair value of the service components are determined using an analysis that considers cash consideration that would be received for instances when the service components are sold separately. If the fair value to the customer for each service is not objectively determinable, we make our best estimate of the services’ stand-alone selling price and record revenue as it is earned over the service period.

Receivables

We record a receivable when a customer is billed or when revenue is recognized prior to billing a customer. For multi-year agreements, we generally invoice customers annually at the beginning of each annual period.

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 December 31, 2020 and 2019, contract assets were $7 million and $28 million, respectively, and are included in accounts receivable in our consolidated balance sheets.

Unearned Revenue

We record unearned revenue when cash payments are received in advance of our performance. The increase in the unearned revenue balance for the year ended December 31, 2020 is primarily driven by cash payments received in advance of satisfying our performance obligations, offset by $1.9 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. As of December 31, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $2.3 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 certain sales commission programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were $129 million and $115 million as of December 31, 2020 and December 31, 2019, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets. The 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. The expense is recorded within selling and general expenses.

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

Other (Income) Expense, net

The components of other (income) expense, net for the year ended December 31 are as follows:

(in millions)			2020						2019												2018
Other components of net periodic benefit cost 1			$	(32)					$	79											$	(30)
Net loss from investments			1						19												5
Other (income) expense, net			$	(31)					$	98											$	(25)

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1 The net periodic benefit cost for our retirement and post retirement plans for the year ended December 31, 2020 includes a non-cash pre-tax settlement charge of $3 million. During the year ended December 31, 2019, the Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries. The net periodic benefit cost for our retirement and post retirement plans for the year ended December 31, 2019 includes a non-cash pre-tax settlement charge of $113 million reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan.

Assets and Liabilities Held for Sale and Discontinued Operations

Assets and Liabilities Held for Sale

We classify a disposal group to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal group; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the disposal group beyond one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

A disposal group that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale.

The fair value of a disposal group less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group as held for sale in the current period in our consolidated balance sheets.

Discontinued Operations

In determining whether a disposal of a component of an entity or a group of components of an entity is required to be presented as a discontinued operation, we make a determination whether the disposal represents a strategic shift that had, or will have, a major effect on our operations and financial results. A component of an entity comprises operations and cash flows that can be clearly distinguished both operationally and for financial reporting purposes. If we conclude that the disposal represents a strategic shift, then the results of operations of the group of assets being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from our continuing operating results in the consolidated financial statements.

Principles of consolidation

The consolidated financial statements include the accounts of all subsidiaries and our share of earnings or losses of joint ventures and affiliated companies under the equity method of accounting. All significant intercompany accounts and transactions have been eliminated.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include ordinary bank deposits and highly liquid investments with original maturities of three months or less that consist primarily of money market funds with unrestricted daily liquidity and fixed term time deposits. Such investments and bank deposits are stated at cost, which approximates market value, and were $4.1 billion and $2.9 billion as of December 31, 2020 and 2019, respectively. These investments are not subject to significant market risk.

Restricted cash

Cash that is subject to legal restrictions or is unavailable for general operating purposes is classified as restricted cash.

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Short-term investments

Short-term investments are securities with original maturities greater than 90 days that are available for use in our operations in the next twelve months. The short-term investments, primarily consisting of certificates of deposit and mutual funds, are classified as held-to-maturity and therefore are carried at cost. Interest and dividends are recorded in income when earned.

Accounts receivable

Credit is extended to customers based upon an evaluation of the customer’s financial condition. Accounts receivable, which include billings consistent with terms of contractual arrangements, are recorded at net realizable value.

Allowance for doubtful accounts

The allowance for doubtful accounts reserve methodology is based on historical analysis, a review of outstanding balances and current conditions, and by incorporating data points that provide indicators of future economic conditions including forecasted industry default rates and industry index benchmarks. In determining these reserves, we consider, amongst other factors, the financial condition and risk profile of our customers, areas of specific or concentrated risk as well as applicable industry trends or market indicators.

Capitalized technology costs

We capitalize certain software development and website implementation costs. Capitalized costs only include incremental, direct costs of materials and services incurred to develop the software after the preliminary project stage is completed, funding has been committed and it is probable that the project will be completed and used to perform the function intended. Incremental costs are expenditures that are out-of-pocket to us and are not part of an allocation or existing expense base. Software development and website implementation costs are expensed as incurred during the preliminary project stage. Capitalized costs are amortized from the year the software is ready for its intended use over its estimated useful life, three to seven years, using the straight-line method. Periodically, we evaluate the amortization methods, remaining lives and recoverability of such costs. Capitalized software development and website implementation costs are included in other non-current assets and are presented net of accumulated amortization. Gross capitalized technology costs were $209 million and $212 million as of December 31, 2020 and 2019, respectively. Accumulated amortization of capitalized technology costs was $150 million and $129 million as of December 31, 2020 and 2019, respectively.

Fair Value

Certain assets and liabilities are required to be recorded at fair value and classified within a fair value hierarchy based on inputs used when measuring fair value. We have forward exchange contracts and cross currency swaps that are adjusted to fair value on a recurring basis.

Other financial instruments, including cash and cash equivalents and short-term investments, are recorded at cost, which approximates fair value because of the short-term maturity and highly liquid nature of these instruments. The fair value of our long-term debt borrowings were $4.6 billion and $4.4 billion as of December 31, 2020 and 2019, respectively, and was estimated based on quoted market prices.

Accounting for the impairment of long-lived assets (including other intangible assets)

We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to current forecasts of undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on market evidence, discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets.

Goodwill and other indefinite-lived intangible assets

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually during the fourth quarter each year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We have four reporting units with goodwill that are evaluated for impairment.

We initially perform a qualitative analysis evaluating whether any events and circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount. If, based on our evaluation we do not believe that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, no quantitative impairment test is performed. Conversely, if the results of our qualitative assessment

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determine that it is more likely than not that the fair value of any of our reporting units is less than their respective carrying amounts we perform a quantitative impairment test.

When conducting our impairment test to evaluate the recoverability of goodwill at the reporting unit level, the estimated fair value of the reporting unit is compared to its carrying value including goodwill. Fair value of the reporting units are estimated using the income approach, which incorporates the use of the discounted free cash flow (“DCF”) analyses and are corroborated using the market approach, which incorporates the use of revenue and earnings multiples based on market data. The DCF analyses are based on the current operating budgets and estimated long-term growth projections for each reporting unit. Future cash flows are discounted based on a market comparable weighted average cost of capital rate for each reporting unit, adjusted for market and other risks where appropriate. In addition, we analyze any difference between the sum of the fair values of the reporting units and our total market capitalization for reasonableness, taking into account certain factors including control premiums. If the fair value of the reporting unit is less than the carrying value, the difference is recognized as an impairment charge.

We evaluate the recoverability of indefinite-lived intangible assets by first performing a qualitative analysis evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived asset is impaired. If, based on our evaluation of the events and circumstances that occurred during the year we do not believe that it is more likely than not that the indefinite-lived asset is impaired, no quantitative impairment test is performed. Conversely, if the results of our qualitative assessment determine that it is more likely than not that the indefinite-lived asset is impaired, a quantitative impairment test is performed. If necessary, the impairment test is performed by comparing the estimated fair value of the intangible asset to its carrying value. If the indefinite-lived intangible asset carrying value exceeds its fair value, an impairment analysis is performed using the income approach. An impairment charge is recognized in an amount equal to that excess.

Significant judgments inherent in these analyses include estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit and indefinite-lived intangible asset and could result in an impairment charge, which could be material to our financial position and results of operations.

We performed our impairment assessment of goodwill and indefinite-lived intangible assets and concluded that no impairment existed for the years ended December 31, 2020, 2019 and 2018.

Foreign currency translation

We have operations in many foreign countries. For most international operations, the local currency is the functional currency. For international operations that are determined to be extensions of the parent company, the United States ("U.S.") dollar is the functional currency. For local currency operations, assets and liabilities are translated into U.S. dollars using end of period exchange rates, and revenue and expenses are translated into U.S. dollars using weighted-average exchange rates. Foreign currency translation adjustments are accumulated in a separate component of equity.

Depreciation

The costs of property and equipment are depreciated using the straight-line method based upon the following estimated useful lives: buildings and improvements from 15 to 40 years and equipment and furniture from 2 to 10 years. The costs of leasehold improvements are amortized over the lesser of the useful lives or the terms of the respective leases.

Advertising expense

The cost of advertising is expensed as incurred. We incurred $29 million, $34 million and $33 million in advertising costs for the years ended December 31, 2020, 2019 and 2018, respectively.

Stock-based compensation

Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, which typically is the vesting period. Stock-based compensation is classified as both operating-related expense and selling and general expense in the consolidated statements of income.

We use a lattice-based option-pricing model to estimate the fair value of options granted. The following assumptions were used in valuing the options granted:

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						Year Ended
						December 31, 2018
Risk-free average interest rate						2.6 - 2.7%
Dividend yield						1.1%
Volatility						21.8 - 22.0%
Expected life (years)						5.67 - 6.07
Weighted-average grant-date fair value per option						$112.98

Because lattice-based option-pricing models incorporate ranges of assumptions, those ranges are disclosed. These assumptions are based on multiple factors, including historical exercise patterns, post-vesting termination rates, expected future exercise patterns and the expected volatility of our stock price. The risk-free interest rate is the imputed forward rate based on the U.S. Treasury yield at the date of grant. We use the historical volatility of our stock price over the expected term of the options to estimate the expected volatility. The expected term of options granted is derived from the output of the lattice model and represents the period of time that options granted are expected to be outstanding.

In 2018, we made a one-time issuance of incentive stock options under the 2002 Plan to replace Kensho employees' stock options that were assumed in connection with our acquisition of Kensho in April of 2018. There were no stock options granted in 2020 and 2019.

Income taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize liabilities for uncertain tax positions taken or expected to be taken in income tax returns. Accrued interest and penalties related to unrecognized tax benefits are recognized in interest expense and operating expense, respectively.

Judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and unrecognized tax benefits. In determining the need for a valuation allowance, the historical and projected financial performance of the operation that is recording a net deferred tax asset is considered along with any other pertinent information.

We file income tax returns in the U.S. federal jurisdiction, various states, and foreign jurisdictions, and we are routinely under audit by many different tax authorities. We believe that our accrual for tax liabilities is adequate for all open audit years based on our assessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. It is possible that examinations will be settled prior to December 31, 2021. If any of these tax audit settlements do occur within that period we would make any necessary adjustments to the accrual for unrecognized tax benefits.

As of December 31, 2020, we have approximately $3.1 billion of undistributed earnings of our foreign subsidiaries, of which $0.8 billion is reinvested indefinitely in our foreign operations.

Redeemable Noncontrolling Interest

The agreement with the minority partners of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by our 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. Since redemption of the noncontrolling interest is outside of our control, this interest is presented on our consolidated balance sheets under the caption “Redeemable noncontrolling interest.” If the interest were to be redeemed, we would generally be required to purchase the interest at fair value on the date of redemption. 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 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. See Note 9 – Equity for further detail.

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Contingencies

We accrue for loss contingencies when both (a) information available prior to issuance of the consolidated financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated. We continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on an analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Because many of these matters are resolved over long periods of time, our estimate of liabilities may change due to new developments, changes in assumptions or changes in our strategy related to the matter. When we accrue for loss contingencies and the reasonable estimate of the loss is within a range, we record our best estimate within the range. We disclose an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may be incurred.

Recent Accounting Standards

In August of 2020, the Financial Accounting Standards Board ("FASB") issued guidance that amends the accounting for convertible instruments and the derivatives scope exception for contracts in an entity's own equity. The guidance is effective for reporting periods beginning after December 15, 2020; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In January of 2020, the FASB intended to clarify the interaction of the 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. This guidance could change how the Company accounts for an equity security under the measurement alternative. The guidance is effective for reporting periods beginning after December 15, 2020; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In December of 2019, the FASB issued guidance to simplify the accounting for income taxes. The guidance eliminates certain exceptions to the general principles of Topic 740. The guidance is effective for reporting periods after December 15, 2020; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In November of 2018, the FASB issued guidance that provides clarification on whether certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606. The guidance was effective on January 1, 2020, and the adoption of this guidance did not have a significant impact on our consolidated financial statements.

In August of 2018, the FASB issued guidance to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance was effective on January 1, 2020, and the adoption of this guidance did not have a significant impact on our consolidated financial statements.

In January of 2017, the FASB issued guidance that simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The guidance was effective on January 1, 2020, and the adoption of this guidance did not have a significant impact on our consolidated financial statements.

In June of 2016, the FASB issued guidance amending the measurement of credit losses on certain financial instruments by requiring the use of an expected loss methodology, which will result in more timely recognition of credit losses. We adopted this guidance on January 1, 2020. The adoption of this guidance impacted our process for assessing the adequacy of our allowance for doubtful accounts on accounts receivable and contract assets by incorporating data points that provide indicators of future economic conditions including forecasted industry default rates and industry index benchmarks in concert with our historical process contemplating experienced receivable write off rates from past events and current economic conditions. The adoption of this guidance did not have a significant impact on our consolidated financial statements. During the twelve months ended December 31, 2020, we incorporated the forecasted impact of future economic conditions into our allowance for doubtful accounts measurement process including the expected adverse impact of the 2019 novel coronavirus ("COVID-19") on the global economy.

Reclassification

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Certain prior year amounts have been reclassified for comparability purposes.

2. Acquisitions and Divestitures

Acquisitions

Merger Agreement

In November of 2020, 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, 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, cash in lieu of fractional shares, without interest), less any applicable withholding taxes. As of December 31, 2020, IHS Markit had approximately 396.6 million shares outstanding. Subject to certain closing conditions, the merger is expected to be completed in the second half of 2021.

2020

For the year ended December 31, 2020, we paid cash for acquisitions of $201 million, net of cash acquired, funded with cash from operations. None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings. Acquisitions completed during the year ended December 31, 2020 included:

• In February of 2020, CRISIL, included within our Ratings segment, completed the acquisition 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 offerings to new segments across financial services including commercial banks and asset and wealth managers. We accounted for this acquisition using the purchase method of accounting. The acquisition of Greenwich is not material to our consolidated financial statements.

• 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. We accounted for this acquisition using the purchase method of accounting. The acquisition of the ESG Ratings Business is not material to our consolidated financial statements.

For acquisitions during 2020 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles. The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition. The intangible assets, excluding goodwill and indefinite-lived intangibles, will be amortized over their anticipated useful lives between 3 and 10 years which will be determined when we finalize our purchase price allocations. The goodwill for Greenwich and ESG Ratings Business is expected to be deductible for tax purposes.

2019

For the year ended December 31, 2019, we paid cash for acquisitions of $91 million, net of cash acquired, funded with cash from operations. None of our acquisitions were material either individually or in aggregate, including the pro forma impact on earnings. Acquisitions completed during the year ended December 31, 2019 included:

• In December of 2019, Market Intelligence acquired 451 Research, LLC ("451 Research"), a privately-held research and advisory firm that provides intelligence, expertise and data covering high-growth emerging technology segments. This acquisition will expand and strengthen Market Intelligence's research coverage, adding differentiated expertise and intelligence with comprehensive offerings in technologies. We accounted for this acquisition using the purchase method of accounting. The acquisition of 451 Research is not material to our consolidated financial statements.

• In September of 2019, Platts acquired Canadian Enerdata Ltd. ("Enerdata"), an independent provider of energy data and information in Canada, to further enhance Platts' North American natural gas offering. We accounted for the acquisition using the purchase method of accounting. The acquisition of Enerdata is not material to our consolidated financial statements.

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• In August of 2019, Platts acquired Live Rice Index ("LRI"), a global provider of information and benchmark price assessments for the rice industry. The purchase expands Platts portfolio of agricultural price assessments while extending its data and news coverage in key export regions for international grains. We accounted for the acquisition using the purchase method of accounting. The acquisition of LRI is not material to our consolidated financial statements.

• In July of 2019, we completed the acquisition of the Orion technology center from Ness Technologies. Orion was developed to become our center of excellence for technology talent to focus on innovation by providing employees with access to the latest technologies and global communications infrastructure, as well as physical spaces that enable highly-collaborative teams. We accounted for the acquisition using the purchase method of accounting. The acquisition of Orion is not material to our consolidated financial statements.

For acquisitions during 2019 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles. The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition. The intangible assets, excluding goodwill and indefinite-lived intangibles, will be amortized over their anticipated useful lives between 3 and 10 years which will be determined when we finalize our purchase price allocations. The goodwill for 451 Research and Orion is expected to be deductible for tax purposes.

2018

For the year ended December 31, 2018, we paid for acquisitions in a mix of cash and stock. We paid cash for acquisitions of $401 million, net of cash acquired, funded with cash flows from operations. Additionally, stock consideration was given for our acquisition of Kensho. None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings. All acquisitions were funded with cash flows from operations. Acquisitions completed during the year ended December 31, 2018 included:

• In December of 2018, Indices purchased the balance of the intellectual property ("IP") rights in a family of indices derived from the S&P 500, solidifying its IP in and to the S&P 500 index family. We accounted for the acquisition on a cost basis. The transaction is not material to our consolidated financial statements.

• In August of 2018, we acquired a 5.03% investment in FiscalNote, a technology innovator at the intersection of global business and government that provides advanced, data-driven Issues Management solutions. We measured the investment in FiscalNote at cost, less any impairment, and changes resulting from observable price changes will be recorded in the consolidated statements of income. The investment in FiscalNote is not material to our consolidated financial statements.

• In June of 2018, Market Intelligence acquired the RateWatch business ("RateWatch") from TheStreet, Inc., a B2B data business that offers subscription and custom reports on bank deposits, loans, fees and other product data to the financial services industry. The acquisition will complement and strengthen Market Intelligence's core capabilities of providing differentiated data and analytics solutions for the banking sector. We accounted for the acquisition of RateWatch using the purchase method of accounting. The acquisition of RateWatch is not material to our consolidated financial statements.

• In April of 2018, we acquired Kensho for approximately $550 million, net of cash acquired, in a mix of cash and stock. Kensho is a leading-edge provider of next-generation analytics, artificial intelligence, machine learning, and data visualization systems to Wall Street's premier global banks and investment institutions, as well as the National Security community. The acquisition will strengthen S&P Global's emerging technology capabilities, enhance our ability to deliver essential, actionable insights that will transform the user experience for our clients, and accelerate efforts to improve efficiency and effectiveness of our core internal operations. We accounted for the acquisition of Kensho using the purchase method of accounting. The acquisition of Kensho is not material to our consolidated financial statements.

• In February of 2018, Market Intelligence acquired Panjiva, Inc. ("Panjiva"), a privately-held company that provides deep, differentiated, sector-relevant insights on global supply chains, leveraging data science and technology to make sense of large, unstructured datasets. The acquisition will help strengthen the insights, products and data that we provide to our clients throughout the world. We accounted for the acquisition of Panjiva using the purchase method of accounting. The acquisition of Panjiva is not material to our consolidated financial statements.

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• In January of 2018, CRISIL, included within our Ratings segment, acquired a 100% stake in Pragmatix Services Private Limited ("Pragmatix"), a data analytics company focused on delivering cutting edge solutions in the "data to intelligence" life cycle to the Banking, Financial Services and Insurance vertical. The acquisition will strengthen CRISIL's position as an agile, innovative and global analytics company. We accounted for the acquisition of Pragmatix using the purchase method of accounting. The acquisition of Pragmatix is not material to our consolidated financial statements.

For acquisitions during 2018 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles. The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition. The intangible assets, excluding goodwill and indefinite-lived intangibles, will be amortized over their useful lives not exceeding 10 years. The goodwill for RateWatch will continue to be deductible for tax purposes.

Non-cash investing activities

Liabilities assumed in conjunction with our acquisitions are as follows:

(in millions)			Year ended December 31,
			2020						2019						2018
Fair value of assets acquired			$	219					$	110					$	857
Cash and stock consideration (net of cash acquired)			201						91						803
Liabilities assumed			$	18					$	19					$	54

Divestitures

2020

During the year ended December 31, 2020, we completed the following dispositions that resulted in a pre-tax gain of $16 million, which was included in Gain on dispositions in the consolidated statement 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"), a third party provider of investor relations related services. This alliance will integrate 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 year ended December 31, 2020, we recorded a pre-tax gain of $11 million ($6 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of IR.

• In September of 2020, we sold our facility at East Windsor, New Jersey. During the year ended December 31, 2020, we recorded a pre-tax gain of $4 million ($3 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of East Windsor.

• During the year ended December 31, 2020, we recorded a pre-tax gain of $1 million ($1 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Standard & Poor's Investment Advisory Services LLC ("SPIAS"), a business within our Market Intelligence segment, in July of 2019.

2019

During the year ended December 31, 2019, we completed the following dispositions that resulted in a pre-tax gain of $49 million, which was included in Gain on dispositions in the consolidated statement of income:

• On July 31, 2019, we completed the sale of RigData, a business within our Platts segment, to Drilling Info, Inc. RigData is a provider of daily information on rig activity for the natural gas and oil markets across North America. During the year ended December 31, 2019, we recorded a pre-tax gain of $27 million ($26 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of RigData.

• In March of 2019, we entered into an agreement to sell SPIAS to Goldman Sachs Asset Management ("GSAM"). SPIAS provides non-discretionary investment advice across institutional sub-advisory and intermediary distribution channels globally. On July 1, 2019, we completed the sale of SPIAS to GSAM. During the year ended December 31, 2019, we recorded a pre-tax gain of $22 million ($12 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of SPIAS.

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2018

During the year ended December 31, 2018, we did not complete any material dispositions.

The operating profit of our businesses that were disposed of for the years ending December 31, 2020, 2019, and 2018 is as follows:

(in millions)			Year ended December 31,
			2020						2019						2018
Operating profit 1			$	2					$	16					$	20

1 The year ended December 31, 2020 excludes a pre-tax gain on the sale of the IR webhosting business of $11 million. The year ended December 31, 2019 excludes a pre-tax gain on the sale of RigData and SPIAS of $27 million and $22 million, respectively.

3. Goodwill and Other Intangible Assets

Goodwill

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired.

The change in the carrying amount of goodwill by segment is shown below:

(in millions)			Ratings						Market Intelligence						Platts						Indices						Corporate						Total
Balance as of December 31, 2018			$	113					$	2,029					$	516					$	379					$	498					$	3,535
Acquisitions			—						44						6						—						—						50
Dispositions			—						(12)						(3)						—						—						(15)
Reclassifications			—						3						—						(3)						—						—
Other 1			2						(2)						2						—						3						5
Balance as of December 31, 2019			115						2,062						521						376						501						3,575
Acquisitions			138						—						—						—						—						138
Dispositions			—						(2)						—						—						—						(2)
Other 1			10						11						6						—						(3)						24
Balance as of December 31, 2020			$	263					$	2,071					$	527					$	376					$	498					$	3,735

1Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 2020 includes adjustments related to Investor Relations. 2019 includes adjustments related to Panjiva, Rate Watch and Eclipse.

Goodwill additions and dispositions in the table above relate to transactions discussed in Note 2 – Acquisitions and Divestitures.

Other Intangible Assets

Other intangible assets include both indefinite-lived assets not subject to amortization and definite-lived assets subject to amortization. We have indefinite-lived assets with a carrying value of $846 million as of December 31, 2020 and 2019.

• 2020 and 2019 both include $380 million and $90 million for Dow Jones Indices intellectual property and the Dow Jones tradename, respectively, that we recorded as part of the transaction to form S&P Dow Jones Indices LLC in 2012.

• 2020 and 2019 both include $185 million within our Market Intelligence segment for the SNL tradename.

• 2020 and 2019 both include $132 million within our Indices segment for the balance of the IP rights in a family of indices derived from the S&P 500, solidifying Indices IP in and to the S&P 500 index family.

• 2020 and 2019 both include $59 million within our Indices segment for the Goldman Sachs Commodity Index intellectual property and the Broad Market Indices intellectual property.

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The following table summarizes our definite-lived intangible assets:

(in millions)
Cost			Databases and software						Content						Customer relationships						Tradenames						Other intangibles						Total
Balance as of December 31, 2018			$	561					$	139					$	346					$	50					$	194					$	1,290
Acquisitions			—						—						—						—						29						29
Reclassifications			78						—						10						5						(93)						—
Other (primarily Fx) 1			(10)						—						(1)						(1)						—						(12)
Balance as of December 31, 2019			629						139						355						54						130						1,307
Acquisitions			14						—						—						—						40						54
Other 1			2						—						1						1						7						11
Balance as of December 31, 2020			$	645					$	139					$	356					$	55					$	177					$	1,372
Accumulated amortization
Balance as of December 31, 2018			$	240					$	115					$	126					$	45					$	86					$	612
Current year amortization			73						14						23						3						9						122
Reclassifications			22						—						4						1						(27)						—
Other (primarily Fx) 1			(4)						—						—						(1)						—						(5)
Balance as of December 31, 2019			331						129						153						48						68						729
Current year amortization			73						10						21						2						17						123
Acquisitions			—						—						—						—						10						10
Other 1			2						—						1						—						1						4
Balance as of December 31, 2020			$	406					$	139					$	175					$	50					$	96					$	866
Net definite-lived intangibles:
December 31, 2019			$	298					$	10					$	202					$	6					$	62					$	578
December 31, 2020			$	239					$	—					$	181					$	5					$	81					$	506

1Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 2020 includes adjustments related to 451 Research. 2019 includes adjustments related to RigData.

Definite-lived intangible assets are being amortized on a straight-line basis over periods of up to 21 years. The weighted-average life of the intangible assets as of December 31, 2020 is approximately 12 years.

Amortization expense was $123 million for the year ended December 31, 2020 and $122 million for the years ended 2019 December 31, 2018. Expected amortization expense for intangible assets over the next five years for the years ended December 31, assuming no further acquisitions or dispositions, is as follows:

(in millions)			2021						2022						2023						2024						2025
Amortization expense			$	96					$	87					$	81					$	79					$	61

4. Taxes on Income

Income before taxes on income resulting from domestic and foreign operations is as follows:

(in millions)			Year Ended December 31,
			2020						2019						2018
Domestic operations			$	2,226					$	2,068					$	1,857
Foreign operations			1,002						862						824
Total income before taxes			$	3,228					$	2,930					$	2,681

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The provision for taxes on income consists of the following:

(in millions)			Year Ended December 31,
			2020						2019						2018
Federal:
Current			$	349					$	303					$	198
Deferred			1						13						53
Total federal			350						316						251
Foreign:
Current			246						201						214
Deferred			(9)						14						(2)
Total foreign			237						215						212
State and local:
Current			111						93						84
Deferred			(4)						3						13
Total state and local			107						96						97
Total provision for taxes			$	694					$	627					$	560

A reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate for financial reporting purposes is as follows:

			Year Ended December 31,
			2020						2019						2018
U.S. federal statutory income tax rate			21.0		%				21.0		%				21.0		%
State and local income taxes			3.0						2.6						2.8
Foreign operations			(0.3)						(0.3)						0.2
TCJA Transition Tax			—						—						(0.3)
Stock-based compensation			(0.7)						(1.4)						(1.2)
S&P Dow Jones Indices LLC joint venture			(1.2)						(1.2)						(1.2)
Tax credits and incentives			(2.2)						(1.7)						(1.7)
Other, net			1.9						2.4						1.3
Effective income tax rate			21.5		%				21.4		%				20.9		%

The increase in 2020 was primarily due to a decrease in the recognition of excess tax benefits associated with share-based payments in the statement of income. The increase in the effective income tax rate in 2019 was primarily due to an increase in accruals for potential tax liabilities for prior years in various jurisdictions.

We have elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) as a period expense in the year the tax is incurred. GILTI expense is included in Other, net above.

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The principal temporary differences between the accounting for income and expenses for financial reporting and income tax purposes are as follows:

(in millions)			December 31,
			2020						2019
Deferred tax assets:
Employee compensation			64						58
Accrued expenses			41						35
Postretirement benefits			12						27
Unearned revenue			28						28
Loss carryforwards			217						155
Lease liabilities			186						199
Other			53						25
Total deferred tax assets			601						527
Deferred tax liabilities:
Goodwill and intangible assets			(347)						(318)
Right of use asset			(138)						(194)
Fixed assets			(7)						—
Total deferred tax liabilities			(492)						(512)
Net deferred income tax asset before valuation allowance			109						15
Valuation allowance			(219)						(163)
Net deferred income tax (liability) asset			$	(110)					$	(148)
Reported as:
Non-current deferred tax assets			$	67					$	52
Non-current deferred tax liabilities			(177)						(200)
Net deferred income tax (liability) asset			$	(110)					$	(148)

We record valuation allowances against deferred income tax assets when we determine that it is more likely than not that such deferred income tax assets will not be realized based upon all the available evidence. The valuation allowance is primarily related to operating losses.

As of December 31, 2020, we have approximately $3.1 billion of undistributed earnings of our foreign subsidiaries, of which $0.8 billion is reinvested indefinitely in our foreign operations. We have not recorded deferred income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable.

We made net income tax payments totaling $683 million in 2020, $659 million in 2019, and $558 million in 2018. As of December 31, 2020, we had net operating loss carryforwards of $795 million, of which a significant portion has an unlimited carryover period under current law.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(in millions)			Year ended December 31,
			2020						2019						2018
Balance at beginning of year			$	124					$	147					$	212
Additions based on tax positions related to the current year			24						21						19
Additions for tax positions of prior years			1						11						2
Reduction for tax positions of prior years			(13)						(15)						(21)
Reduction for settlements			(4)						(33)						(65)
Expiration of applicable statutes of limitations			(11)						(7)						—
Balance at end of year			$	121					$	124					$	147

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The total amount of federal, state and local, and foreign unrecognized tax benefits as of December 31, 2020, 2019 and 2018 was $121 million, $124 million and $147 million, respectively, exclusive of interest and penalties. During the period ended December 31, 2020, the change in unrecognized tax benefits resulted in a net decrease of tax expense of $1 million.

We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively. Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits on the balance sheet may be reduced by up to approximately $19 million in the next twelve months as a result of the resolution of local tax examinations. In addition to the unrecognized tax benefits, as of December 31, 2020 and 2019, we had $24 million and $20 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

The U.S. federal income tax audits for 2017 through 2019 are in process. During 2020, we completed state and foreign tax audits and, with few exceptions, we are no longer subject to federal, state, or foreign income tax examinations by tax authorities for the years before 2013. The impact to tax expense in 2020, 2019 and 2018 was not material.

We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions, and we are routinely under audit by many different tax authorities. We believe that our accrual for tax liabilities is adequate for all open audit years based on an assessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. It is possible that tax examinations will be settled prior to December 31, 2021. If any of these tax audit settlements do occur within that period, we would make any necessary adjustments to the accrual for unrecognized tax benefits.

5. Debt

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

(in millions)			December 31,
			2020						2019
4.0% Senior Notes, due 2025 1			695						694
4.4% Senior Notes, due 2026 2			—						893
2.95% Senior Notes, due 2027 3			495						493
2.5% Senior Notes, due 2029 4			495						495
1.25% Senior Notes, due 2030 5			592						—
6.55% Senior Notes, due 2037 6			290						294
4.5% Senior Notes, due 2048 7			273						490
3.25% Senior Notes, due 2049 8			589						589
2.3% Senior Notes, due 2060 9			681						—
Long-term debt			$	4,110					$	3,948

1Interest payments are due semiannually on June 15 and December 15, and as of December 31, 2020, the unamortized debt discount and issuance costs total $5 million.

2We made a $900 million payment on the early retirement of our 4.4% senior notes in the third quarter of 2020.

3Interest payments are due semiannually on January 22 and July 22, and as of December 31, 2020, the unamortized debt discount and issuance costs total $5 million.

4 Interest payments are due semiannually on June 1 and December 1, and as of December 31, 2020, the unamortized debt discount and issuance costs total $5 million.

5Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2020, the unamortized debt discount and issuance costs total $8 million.

6Interest payments are due semiannually on May 15 and November 15, and as of December 31, 2020, the unamortized debt discount and issuance costs total $3 million.

7Interest payments are due semiannually on May 15 and November 15, and as of December 31, 2020, the unamortized debt discount and issuance costs total $10 million.

8Interest payments are due semiannually on June 1 and December 1, and as of December 31, 2020, the unamortized debt discount and issuance costs total $11 million.

9Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2020, the unamortized debt discount and issuance costs total $19 million.

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Annual debt maturities are scheduled as follows based on book values as of December 31, 2020: no amounts due in 2021, 2022, 2023, 2024, $695 million due in 2025, and $3.4 billion due thereafter.

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. The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. In the third quarter of 2020, we used the net proceeds to fund the redemption and extinguishment of the $900 million outstanding principal amount of our 4.4% senior notes due in 2026 and a portion of the outstanding principal amount of our 6.55% senior notes due in 2037 and our 4.5% senior notes due in 2048.

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. The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. In the fourth quarter of 2019, we used the net proceeds to fund the redemption of the $700 million outstanding principal amount of our 3.3% senior notes due in August of 2020 and a portion of the $400 million outstanding principal amount of our 6.55% senior notes due in October of 2037.

We have the ability to borrow a total of $1.2 billion through our commercial paper program, which is supported by our revolving $1.2 billion five-year credit agreement (our "credit facility") that we entered into on June 30, 2017. This credit facility will terminate on June 30, 2022. As of December 31, 2020 and 2019, there was no commercial paper issued or outstanding, and we similarly did not draw or have any borrowings outstanding from the credit facility during the year ended December 31, 2020 and 2019.

Depending on our corporate credit rating, we pay a commitment fee of 8 to 17.5 basis points for our credit facility, whether or not amounts have been borrowed. We currently pay a commitment fee of 10 basis points. The interest rate on borrowings under our credit facility is, at our option, calculated using rates that are primarily based on either the prevailing London Inter-Bank Offer Rate, the prime rate determined by the administrative agent or the Federal Funds Rate. For certain borrowings under this credit facility, there is also a spread based on our corporate credit rating.

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

6. Derivative Instruments

Our exposure to market risk includes changes in foreign exchange 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 December 31, 2020 and December 31, 2019, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates. As of December 31, 2020 and December 31, 2019, we have entered into cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates. These contracts are recorded at fair value that is based on foreign currency exchange 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 twelve months ended December 31, 2020, 2019 and 2018 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 December 31, 2020 and 2019, the aggregate notional value of these outstanding forward contracts was $460 million and $116 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 other current liabilities was $2 million as of December 31, 2020 and less than $1 million as of December 31, 2019. The amount recorded in selling and general expense for the twelve months ended December 31, 2020 and 2019 related to these contracts was a net gain of $9 million and $4 million, respectively.

Net Investment Hedges

During the twelve months ended December 31, 2020 and 2019, we entered into cross currency swaps to hedge a portion of our net investment in a certain European subsidiary 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, 2025 and

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2026. As of December 31, 2020 and 2019 the notional value of our outstanding cross currency swaps designated as a net investment hedge was $1 billion and $400 million, respectively. 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 during 2020 represent net periodic interest settlements and accruals, which are recognized in interest expense, net. We recognized net interest income of $10 million and $1 million during the twelve months ended December 31, 2020 and 2019, respectively.

Cash Flow Hedges

During the twelve months ended December 31, 2020, 2019 and 2018, 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 fourth quarter of 2022, 2021, 2020 and 2019, 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 December 31, 2020, we estimate that $19 million of the pre-tax gains related to derivatives designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twenty four months.

As of December 31, 2020 and December 31, 2019, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $489 million and $249 million, respectively.

The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of December 31, 2020 and December 31, 2019:

(in millions)						December 31,						December 31,
Balance Sheet Location						2020						2019
Derivatives designated as cash flow hedges:
Prepaid and other current assets			Foreign exchange forward contracts			$	23					$	1
Other current liabilities			Foreign exchange forward contracts			$	2					$	—
Derivative designated as net investment hedges:
Other non-current liabilities			Cross currency swaps			$	107					$	10

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 years ended December 31:

(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)
			2020						2019						2018												2020						2019						2018
Cash flow hedges - designated as hedging instruments
Foreign exchange forward contracts			$	17					$	(2)					$	2					Revenue, Selling and general expenses						$	2					$	5					$	(4)
Net investment hedges- designated as hedging instruments
Cross currency swaps			$	(97)					$	(10)					$	—											$	—					$	—					$	—

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

(in millions)			Year ended December 31,
			2020						2019						2018
Cash Flow Hedges
Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period			$	2					$	4					$	2
Change in fair value, net of tax			14						3						(2)
Reclassification into earnings, net of tax			(2)						(5)						4
Net unrealized gains (losses) on cash flow hedges, net of taxes, end of period			$	14					$	2					$	4
Net Investment Hedges
Net unrealized (losses) gains on net investment hedges, net of taxes, beginning of period			$	(8)					$	—					$	—
Change in fair value, net of tax			(73)						(8)						—
Reclassification into earnings, net of tax			—						—						—
Net unrealized (losses) gains on net investment hedges, net of taxes, end of period			$	(81)					$	(8)					$	—

7. 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 that provide 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) expense, net in our consolidated statements of income.

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Benefit Obligation

A summary of the benefit obligation and the fair value of plan assets, as well as the funded status for the retirement and postretirement plans as of December 31, 2020 and 2019, is as follows (benefits paid in the table below include only those amounts contributed directly to or paid directly from plan assets):

(in millions)			Retirement Plans												Postretirement Plans
			2020						2019						2020						2019
Net benefit obligation at beginning of year			$	1,945					$	2,076					$	38					$	40
Service cost			4						3						—						—
Interest cost			52						64						1						1
Plan participants’ contributions			—						—						2						2
Actuarial loss 1			269						232						1						1
Gross benefits paid			(76)						(75)						(6)						(6)
Foreign currency effect			26						13						—						—
Other adjustments 2			—						(368)						—						—
Net benefit obligation at end of year			2,220						1,945						36						38
Fair value of plan assets at beginning of year			1,960						1,987						13						16
Actual return on plan assets			327						354						—						1
Employer contributions			12						46						—						—
Plan participants’ contributions			—						—						2						3
Gross benefits paid			(76)						(75)						(6)						(7)
Foreign currency effect			20						16						—						—
Other adjustments 2			—						(368)						—						—
Fair value of plan assets at end of year			2,243						1,960						9						13
Funded status			$	23					$	15					$	(27)					$	(25)
Amounts recognized in consolidated balance sheets:
Non-current assets			$	297					$	259					$	—					$	—
Current liabilities			(10)						(10)						—						—
Non-current liabilities			(264)						(234)						(27)						(25)
			$	23					$	15					$	(27)					$	(25)
Accumulated benefit obligation			$	2,204					$	1,932
Plans with accumulated benefit obligation in excess of the fair value of plan assets:
Projected benefit obligation			$	274					$	244
Accumulated benefit obligation			$	258					$	231
Fair value of plan assets			$	—					$	—
Amounts recognized in accumulated other comprehensive loss, net of tax:
Net actuarial loss (gain)			$	373					$	355					$	(37)					$	(40)
Prior service credit			2						2						(12)						(13)
Total recognized			$	375					$	357					$	(49)					$	(53)

1The increase in actuarial loss in 2020 was primarily due to a reduction in the discount rate from 2019.

2Relates to the impact of a retiree annuity purchase in 2019. The Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries. The purchase of this group annuity contract was funded by pension plan assets.

Net Periodic Benefit Cost

For purposes of determining annual pension cost, prior service costs are being amortized straight-line over the average expected remaining lifetime of plan participants expected to receive benefits.

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A summary of net periodic benefit cost for our retirement and postretirement plans for the years ended December 31, is as follows:

(in millions)			Retirement Plans																		Postretirement Plans
			2020						2019						2018						2020						2019						2018
Service cost			$	4					$	3					$	3					$	—					$	—					$	—
Interest cost			52						64						71						1						1						1
Expected return on assets			(102)						(108)						(124)						—						—						—
Amortization of:
Actuarial loss (gain)			17						12						20						(2)						(2)						(2)
Prior service credit			—						—						—						(1)						(1)						(1)
Net periodic benefit cost			(29)						(29)						(30)						(2)						(2)						(2)
Settlement charge			3			1			113			2			4			3			—						—						—
Total net periodic benefit cost			$	(26)					$	84					$	(26)					$	(2)					$	(2)					$	(2)

1During the year ended December 31, 2020, lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.K. pension plan, triggering the recognition of a non-cash pre-tax settlement charge of $3 million.

2Relates to the impact of a retiree annuity purchase in 2019. The Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries. The purchase of this group annuity contract was funded by pension plan assets. The non-cash pretax settlement charge reflects the accelerated recognition of a portion of unamortized actuarial losses in the plan.

3Represents a charge related to our U.K retirement plan.

Our U.K. retirement plan accounted for a benefit of $17 million in 2020, $14 million in 2019 and $10 million in 2018 of the net periodic benefit cost attributable to the funded plans.

Other changes in plan assets and benefit obligations recognized in other comprehensive income, net of tax for the years ended December 31, are as follows:

(in millions)			Retirement Plans																		Postretirement Plans
			2020						2019						2018						2020						2019						2018
Net actuarial loss (gain)			$	28					$	(10)					$	28					$	1					$	—					$	(7)
Recognized actuarial (gain) loss			(9)						(10)						(15)						2						1						1
Prior service cost			—						—						1						1						1						1
Settlement charge			(2)			1			(85)			2			(4)			3			—						—						—
Total recognized			$	17					$	(105)					$	10					$	4					$	2					$	(5)

1During the year ended December 31, 2020, lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.K. pension plan, triggering the recognition of a non-cash pre-tax settlement charge of $3 million.

2Relates to the impact of a retiree annuity purchase in 2019. The Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries. The purchase of this group annuity contract was funded by pension plan assets. The non-cash after tax settlement charge reflects the accelerated recognition of a portion of unamortized actuarial losses in the plan.

3Represents a charge related to our U.K retirement plan.

The total cost for our retirement plans was $91 million for 2020, $187 million for 2019 and $80 million for 2018. The total cost for our retirement plans in 2019 includes the $113 million settlement charge related to the retiree annuity purchase in 2019. Included in the total retirement plans cost are defined contribution plans cost of $80 million for 2020, $73 million for 2019 and $79 million for 2018.

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Assumptions

			Retirement Plans																		Postretirement Plans
			2020						2019						2018						2020						2019						2018
Benefit obligation:
Discount rate 2			2.75		%				3.45		%				4.40		%				2.20		%				3.08		%				4.15		%
Net periodic cost:
Weighted-average healthcare cost rate 1																					6.00		%				6.50		%				6.50		%
Discount rate - U.S. plan 2			3.45		%				4.40		%				3.68		%				3.08		%				4.15		%				3.40		%
Discount rate - U.K. plan 2			1.92		%				2.72		%				2.41		%
Return on assets 3			5.50		%				6.00		%				6.00		%

1The assumed weighted-average healthcare cost trend rate will decrease ratably from 6% in 2020 to 5% in 2024 and remain at that level thereafter.

2Effective January 1, 2020, we changed our discount rate assumption on our U.S. retirement plans to 3.45% from 4.40% in 2019 and changed our discount rate assumption on our U.K. plan to 1.92% from 2.72% in 2019.

3The expected return on assets assumption is calculated based on the plan’s asset allocation strategy and projected market returns over the long-term. Effective January 1, 2021, our return on assets assumption for the U.S. plan was reduced to 5.00% from 5.50% and the U.K. plan was reduced to 5.50% from 6.00%.

Cash Flows

In December of 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was enacted. The Act established a prescription drug benefit under Medicare, known as “Medicare Part D”, and a federal subsidy to sponsors of retiree healthcare benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Our benefits provided to certain participants are at least actuarially equivalent to Medicare Part D, and, accordingly, we are entitled to a subsidy.

Expected employer contributions in 2021 are $11 million and $4 million for our retirement and postretirement plans, respectively.

In 2021, we may elect to make non-required contributions depending on investment performance and the pension plan status. Information about the expected cash flows for our retirement and postretirement plans and the impact of the Medicare subsidy is as follows:

(in millions)									Postretirement Plans 2
			Retirement Plans 1						Gross payments						Retiree contributions						Medicare subsidy 3						Postretirement Plans 2
2021			$	66					$	6					$	(2)					$	—					4
2022			69						5						(1)						—						4
2023			72						5						(1)						—						4
2024			75						4						(1)						—						3
2025			78						4						(1)						—						3
2026-2030			433						16						(6)						—						10

1Reflects the total benefits expected to be paid from the plans or from our assets including both our share of the benefit cost and the participants’ share of the cost.

2Reflects the total benefits expected to be paid from our assets.

3Expected medicare subsidy amounts, for the years presented, are less than $1 million.

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Fair Value of Plan Assets

In accordance with authoritative guidance for fair value measurements certain assets and liabilities are required to be recorded at fair value. Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value hierarchy has been established which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs used to measure fair value are as follows:

• Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value of our defined benefit plans assets as of December 31, 2020 and 2019, by asset class is as follows:

(in millions)			December 31, 2020
			Total						Level 1						Level 2						Level 3
Cash and short-term investments			$	4					$	4					$	—					$	—
Equities:
U.S. indexes 1			9						9						—						—
U.S. growth and value			41						41						—						—
Fixed income:
Long duration strategy 2			1,339						—						1,339						—
Intermediate duration securities			57						—						57						—
Real Estate:
U.K. 3			38						—						—						38
Infrastructure:
U.K. 4			78						—						78						—
Total			$	1,566					$	54					$	1,474					$	38
Common collective trust funds measured at net asset value as a practical expedient:
Collective investment funds 5			$	677
Total			$	2,243

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(in millions)			December 31, 2019
			Total						Level 1						Level 2						Level 3
Cash and short-term investments			$	3					$	3					$	—					$	—
Equities:
U.S. indexes 1			23						23						—						—
U.S. growth and value			56						56						—						—
Fixed income:
Long duration strategy 2			1,078						—						1,078						—
Intermediate duration securities			20						—						20						—
Agency mortgage backed securities			3						—						3						—
Asset backed securities			14						—						14						—
Non-agency mortgage backed securities 6			11						—						11						—
International, excluding U.K.			15						—						15						—
Real Estate:
U.K. 4			39						—						—						39
Total			$	1,262					$	82					$	1,141					$	39
Common collective trust funds measured at net asset value as a practical expedient:
Collective investment funds 5			$	698
Total			$	1,960

1Includes securities that are tracked in the S&P Smallcap 600 index.

2Includes securities that are mainly investment grade obligations of issuers in the U.S.

3Includes a fund which holds real estate properties in the U.K.

4Includes funds that invest in global infrastructure for the UK Pension.

5Includes the Standard & Poor's 500 Composite Stock Index, the Standard & Poor's MidCap 400 Composite Stock Index, a short-term investment fund which is a common collective trust vehicle, and other various asset classes.

6Includes U.S. mortgage-backed securities that are not backed by the U.S. government.

For securities that are quoted in active markets, the trustee/custodian determines fair value by applying securities’ prices obtained from its pricing vendors. For commingled funds that are not actively traded, the trustee applies pricing information provided by investment management firms to the unit quantities of such funds. Investment management firms employ their own pricing vendors to value the securities underlying each commingled fund. Underlying securities that are not actively traded derive their prices from investment managers, which in turn, employ vendors that use pricing models (e.g., discounted cash flow, comparables). The domestic defined benefit plans have no investment in our stock, except through the S&P 500 commingled trust index fund.

The trustee obtains estimated prices from vendors for securities that are not easily quotable and they are categorized accordingly as Level 3. The following table details further information on our plan assets where we have used significant unobservable inputs :

(in millions)			Level 3
Balance as of December 31, 2019			$	39
Distributions			(1)
Balance as of December 31, 2020			$	38

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Pension Trusts’ Asset Allocations

There are two pension trusts, one in the U.S. and one in the U.K.

• The U.S. pension trust had assets of $1,630 million and $1,432 million as of December 31, 2020 and 2019 respectively, and the target allocations in 2020 include 85% fixed income, 8% domestic equities, 5% international equities and 2% cash and cash equivalents.

• The U.K. pension trust had assets of $613 million and $528 million as of December 31, 2020 and 2019, respectively, and the target allocations in 2020 include 49% fixed income, 15% diversified growth funds, 15% infrastructure, 14% equities and 7% real estate.

The pension assets are invested with the goal of producing a combination of capital growth, income and a liability hedge. The mix of assets is established after consideration of the long-term performance and risk characteristics of asset classes. Investments are selected based on their potential to enhance returns, preserve capital and reduce overall volatility. Holdings are diversified within each asset class. The portfolios employ a mix of index and actively managed equity strategies by market capitalization, style, geographic regions and economic sectors. The fixed income strategies include U.S. long duration securities, opportunistic fixed income securities and U.K. debt instruments. The short-term portfolio, whose primary goal is capital preservation for liquidity purposes, is composed of government and government-agency securities, uninvested cash, receivables and payables. The portfolios do not employ any financial leverage.

U.S. Defined Contribution Plan

Assets of the defined contribution plan in the U.S. consist primarily of investment options, which include actively managed equity, indexed equity, actively managed equity/bond funds, target date funds, S&P Global Inc. common stock, stable value and money market strategies. There is also a self-directed mutual fund investment option. The plan purchased 296,921 shares and sold 331,088 shares of S&P Global Inc. common stock in 2020 and purchased 165,286 shares and sold 333,030 shares of S&P Global Inc. common stock in 2019. The plan held approximately 1.3 million shares of S&P Global Inc. common stock as of December 31, 2020 and 2019, respectively, with market values of $414 million and $355 million, respectively. The plan received dividends on S&P Global Inc. common stock of $3 million during the years ended December 31, 2020 and December 31, 2019, respectively.

8. Stock-Based Compensation

We issue stock-based incentive awards to our eligible employees under the 2019 Employee Stock Incentive Plan and to our eligible non-employee Directors under a Director Deferred Stock Ownership Plan. No further awards may be granted under the 2002 Employee Stock Incentive Plan (the “2002 Plan”), although awards granted under the 2002 Plan prior to the adoption of the new 2019 Plan in June of 2019 remain outstanding in accordance with their terms. The remaining outstanding options under the 2002 Plan will have fully met their maximum term and expire in the second quarter of 2028.

• 2019 Employee Stock Incentive Plan (the “2019 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.

• Director Deferred Stock Ownership Plan** – Under this plan, common stock reserved may be credited to deferred stock accounts for eligible Directors. In general, the plan requires that 50% of eligible Directors’ annual compensation plus dividend equivalents be credited to deferred stock accounts. Each Director may also elect to defer all or a portion of the remaining compensation and have an equivalent number of shares credited to the deferred stock account. Recipients under this plan are not required to provide consideration to us other than rendering service. Shares will be delivered as of the date a recipient ceases to be a member of the Board of Directors or within five years thereafter, if so elected. The plan will remain in effect until terminated by the Board of Directors or until no shares of stock remain available under the plan.

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The number of common shares reserved for issuance are as follows:

(in millions)			December 31,
			2020						2019
Shares available for granting 1			19.7						20.0
Options outstanding			0.5						0.7
Total shares reserved for issuance 2			20.2						20.7

1 Shares available for granting at December 31, 2020 and 2019 are under the 2019 Plan.

2 Shares reserved for issuance under the Director Deferred Stock Ownership Plan are not included in the total, but are less than 1.0 million at December 31, 2020 and 2019, respectively.

We issue treasury shares upon exercise of stock options and the issuance of restricted stock and unit awards. To offset the dilutive effect of the exercise of employee stock options, we periodically repurchase shares. See Note 9 – Equity for further discussion.

Stock-based compensation expense and the corresponding tax benefit are as follows:

(in millions)			Year Ended December 31,
			2020						2019						2018
Stock option expense			$	—					$	1					$	5
Restricted stock and unit awards expense			90						77						89
Total stock-based compensation expense			$	90					$	78					$	94
Tax benefit			$	15					$	13					$	19

Stock Options

Stock options may not be granted at a price less than the fair market value of our common stock on the date of grant. Stock options granted vest over a four year service period and have a maximum term of 10 years. Stock option compensation costs are recognized from the date of grant, utilizing a four-year graded vesting method. Under this method, more than half of the costs are recognized over the first twelve months, approximately one-quarter of the costs are recognized over a twenty-four month period starting from the date of grant, approximately one-tenth of the costs are recognized over a thirty-six month period starting from the date of grant, and the remaining costs recognized over a forty-eight month period starting from the date of grant.

We use a lattice-based option-pricing model to estimate the fair value of options granted. The following assumptions were used in valuing the options granted:

			Year Ended
			December 31, 2018
Risk-free average interest rate			2.6 - 2.7%
Dividend yield			1.1%
Volatility			21.8 - 22.0%
Expected life (years)			5.67 - 6.07
Weighted-average grant-date fair value per option			$112.98

Because lattice-based option-pricing models incorporate ranges of assumptions, those ranges are disclosed. These assumptions are based on multiple factors, including historical exercise patterns, post-vesting termination rates, expected future exercise patterns and the expected volatility of our stock price. The risk-free interest rate is the imputed forward rate based on the U.S. Treasury yield at the date of grant. We use the historical volatility of our stock price over the expected term of the options to estimate the expected volatility. The expected term of options granted is derived from the output of the lattice model and represents the period of time that options granted are expected to be outstanding.

In 2018, we made a one-time issuance of incentive stock options under the 2002 Plan to replace Kensho employees' stock options that were assumed in connection with our acquisition of Kensho in April of 2018. There were no stock options granted in 2020 and 2019.

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Stock option activity is as follows:

(in millions, except per award amounts)			Shares						Weighted average exercise price						Weighted-average remaining years of contractual term						Aggregate intrinsic value
Options outstanding as of December 31, 2019			0.7						$	55.73
Exercised			(0.2)						$	280.79
Forfeited and expired 1			—						$	58.06
Options outstanding as of December 31, 2020			0.5						$	60.46					2.56						$	123
Options exercisable as of December 31, 2020			0.5						$	60.34					2.53						$	122

1 There are less than 0.1 million shares forfeited and expired.

(in millions, except per award amounts)			Shares						Weighted-average grant-date fair value
Nonvested options outstanding as of December 31, 2019			—						$	112.68
Vested 1			—						$	113.14
Forfeited			—						$	113.40
Nonvested options outstanding as of December 31, 2020 2			—						$	111.96
Total unrecognized compensation expense related to nonvested options			$	—
Weighted-average years to be recognized over			0.2

1There are less than 0.1 million shares vested.

2There are less than 0.1 million nonvested options outstanding as of December 31, 2020.

The total fair value of our stock options that vested during the years ended December 31, 2020, 2019 and 2018 was $2 million, $3 million and $5 million, respectively.

Information regarding our stock option exercises is as follows:

(in millions)			Year Ended December 31,
			2020						2019						2018
Net cash proceeds from the exercise of stock options			$	16					$	40					$	34
Total intrinsic value of stock option exercises			$	60					$	110					$	77
Income tax benefit realized from stock option exercises			$	13					$	33					$	27

Restricted Stock and Unit Awards

Restricted stock and unit awards (performance and non-performance) have been granted under the 2002 Plan and 2019 Plan. Performance unit awards will vest only if we achieve certain financial goals over the performance period. Restricted stock non-performance awards have various vesting periods (generally three years), with vesting beginning on the first anniversary of the awards. Recipients of restricted stock and unit awards are not required to provide consideration to us other than rendering service.

The stock-based compensation expense for restricted stock and unit awards is determined based on the market price of our stock at the grant date of the award applied to the total number of awards that are anticipated to fully vest. For performance unit awards, adjustments are made to expense dependent upon financial goals achieved.

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Restricted stock and unit activity for performance and non-performance awards is as follows:

(in millions, except per award amounts)			Shares						Weighted-average grant-date fair value
Nonvested shares as of December 31, 2019			0.6						$	199.93
Granted			0.4						$	232.92
Vested			(0.4)						$	192.71
Forfeited			—						$	220.76
Nonvested shares as of December 31, 2020			0.6						$	227.67
Total unrecognized compensation expense related to nonvested awards			$	85
Weighted-average years to be recognized over			1.8

			Year Ended December 31,
			2020						2019						2018
Weighted-average grant-date fair value per award			$	232.92					$	187.40					$	182.75
Total fair value of restricted stock and unit awards vested			$	134					$	153					$	154
Tax benefit relating to restricted stock activity			$	26					$	29					$	29

9. Equity

Capital Stock

Two million shares of preferred stock, par value $1 per share, are authorized; none have been issued.

On January 27, 2021, the Board of Directors approved an increase in the dividends for 2021 to a quarterly rate of $0.77 per common share.

			Year Ended December 31,
			2020						2019						2018
Quarterly dividend rate			$	0.67					$	0.57					$	0.50
Annualized dividend rate			$	2.68					$	2.28					$	2.00
Dividends paid (in millions)			$	645					$	560					$	503

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 December 31, 2020, 30 million shares remained available under the 2020 Repurchase Program and 0.8 million shares remained available under the 2013 repurchase program. Our 2020 Repurchase Program and 2013 Repurchase Program have no expiration date and purchases under these programs may be made from time to time on the open market and in private transactions, depending on market conditions.

We have entered 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 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

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forward stock purchase contracts were classified as equity instruments. The ASR agreements were executed under our 2013 Repurchase Program, approved on December 4, 2013.

The terms of each ASR agreement entered for the years ended December 31, 2020, 2019 and 2018, structured as outlined above, are as follows:

(in millions, except average price)
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
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
August 5, 2019 3						October 1, 2019						1.7						0.3						2.0						$	253.36					$	500
February 11, 2019 4						July 31, 2019						2.2						0.1						2.3						$	214.65					$	500
October 29, 2018 5						January 2, 2019						2.5						0.4						2.9						$	173.80					$	500
March 6, 2018 6						September 25, 2018						4.5						0.6						5.1						$	197.49					$	1,000

1 The 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 and received an initial delivery of 1.4 million shares, representing 85% of the $500 million at a price equal to the then market price of the Company. We completed the ASR agreement on July 27, 2020 and received an additional 0.3 million shares.

3 The ASR agreement was structured as a capped ASR agreement in which we paid $500 million and received an initial delivery of 1.7 million shares and an additional amount of 0.2 million during the month of August, 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 October 1, 2019 and received an additional 0.1 million shares.

4 The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and received an initial delivery of 2.2 million shares, representing 85% of the $500 at a price equal to the then market price of the Company. We completed the ASR agreement on July 31, 2019 and received an additional 0.1 million shares.

5 The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and received an initial delivery of 2.5 million shares, representing 85% of the $500 million at a price equal to the then market price of the Company. We completed the ASR agreement on January 2, 2019 and received an additional 0.4 million shares

6 The ASR agreement was structured as an uncapped ASR agreement in which we paid $1 billion and received an initial delivery of 4.5 million shares, representing 85% of the $1 billion at a price equal to the then market price of the Company. We completed the ASR agreement on September 25, 2018 and received an additional 0.6 million shares

Additionally, we purchased shares of our common stock in the open market as follows

(in millions, except average price)
Year Ended						Total number of shares purchased						Average price paid per share						Total cash utilized
December 31, 2020						0.5						$	295.40					$	161
December 31, 2019						1.2						$	208.83					$	240
December 31, 2018						0.9						$	182.93					$	160

During the year ended December 31, 2020, we purchased a total of 4.0 million shares for $1,161 million of cash. During the fourth quarter of 2019, we repurchased shares for $3 million, which settled in the first quarter of 2020, resulting in $1,164 million of cash used to repurchase shares. During the year ended December 31, 2019 we received 5.9 million shares, including 0.4 million shares received in January of 2019 related to our October 29, 2018 ASR agreement, resulting in $1,240 million of cash used to repurchase shares. During the year ended December 31, 2018, we purchased a total of 8.4 million shares for cash of $1,660 million.

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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 may 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 year ended December 31, 2020 were as follows:

(in millions)
Balance as of December 31, 2019			$	2,268
Net income attributable to redeemable noncontrolling interest			181
Distributions to noncontrolling interest			(200)
Redemption value adjustment			532
Balance as of December 31, 2020			$	2,781

Accumulated Other Comprehensive Loss

The following table summarizes the changes in the components of accumulated other comprehensive loss for the year ended December 31, 2020:

(in millions)			Foreign Currency Translation Adjustment 1,3						Pension and Postretirement Benefit Plans 2						Unrealized Gain (Loss) on Forward Exchange Contracts 3												Accumulated Other Comprehensive Loss
Balance as of December 31, 2019			$	(321)					$	(305)					$	2											$	(624)
Other comprehensive (loss) income before reclassifications			(2)						(37)						14												(25)
Reclassifications from accumulated other comprehensive income (loss) to net earnings			—						14						(2)												12
Net other comprehensive gain (loss) income			(2)						(23)						12												(13)
Balance as of December 31, 2020			$	(323)					$	(328)					$	14											$	(637)

1Includes an unrealized loss related to cross currency swaps.

2Reflects amortization of net actuarial losses and is net of a tax benefit of $3 million for the year ended December 31, 2020. See Note 7 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.

3See Note 6 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss.

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10. 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 for basic and diluted EPS is as follows:

(in millions, except per share data)			Year Ended December 31,
			2020						2019						2018
Amount attributable to S&P Global Inc. common shareholders:
Net income			$	2,339					$	2,123					$	1,958
Basic weighted-average number of common shares outstanding			241.0						245.4						250.9
Effect of stock options and other dilutive securities			1.1						1.5						2.3
Diluted weighted-average number of common shares outstanding			242.1						246.9						253.2
Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic			$	9.71					$	8.65					$	7.80
Diluted			$	9.66					$	8.60					$	7.73

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. As of December 31, 2020, 2019 and 2018, there were no stock options excluded. Restricted performance shares outstanding of 0.4 million as of December 31, 2020 and 2019, respectively and 0.5 million as of 2018 were excluded.

11. Restructuring

During 2020 and 2019, we continued to evaluate our cost structure and further identified cost savings associated with streamlining our management structure and our decision to exit non-strategic businesses. Our 2020 and 2019 restructuring plans consisted of a company-wide workforce reduction of approximately 830 and 300 positions, respectively, and are further detailed below. The charges for each restructuring plan 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 of efficiencies in carrying out the plans or 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. There were approximately $7 million of reserves from the 2019 restructuring plan that we have reversed in 2020, which offset the initial charge of $25 million recorded for the 2019 restructuring plan. There were approximately $3 million of reserves from the 2018 restructuring plan that we have reversed in 2019, which offset the initial charge of $25 million recorded for the 2018 restructuring plan.

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The initial restructuring charge recorded and the ending reserve balance as of December 31, 2020 by segment is as follows:

			2020 Restructuring Plan												2019 Restructuring Plan
(in millions)			Initial Charge Recorded						Ending Reserve Balance						Initial Charge Recorded						Ending Reserve Balance
Ratings			$	4					$	3					$	11					$	1
Market Intelligence			27						26						6						3
Platts			10						10						1						—
Indices			5						4						—						—
Corporate			19						15						7						1
Total			$	65					$	58					$	25					$	5

For the year ended December 31, 2020, we have reduced the reserve for the 2020 restructuring plan by $7 million and for the years ended December 31, 2020 and 2019, we have reduced the reserve for the 2019 restructuring plan by $13 million and $7 million, respectively. The reductions primarily related to cash payments for employee severance charges.

12. Segment and Geographic Information

As discussed in Note 1 – Accounting Policies, we have four reportable segments: Ratings, Market Intelligence, Platts and Indices.

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, other income, net, or interest expense, net, as these are costs that do not affect the operating results of our reportable segments. We use the same accounting policies for our segments as those described in Note 1 – Accounting Policies.

In the first quarter of 2020, we changed our allocation methodology for allocating our centrally managed technology-related expenses to our reportable segments to more accurately reflect each segment's respective usage. Prior-year amounts have been reclassified to conform with current presentation.

Beginning in the first quarter of 2019, the contract obligations for revenue from Kensho's major customers were transferred to Market Intelligence for fulfillment. As a result of this transfer, from January 1, 2019 revenue from contracts with Kensho’s customers is reflected in Market Intelligence’s results. In 2018, the revenue from contracts with Kensho’s customers was reported in Corporate revenue. See Note 2 — Acquisitions and Divestitures for additional information.

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A summary of operating results for the years ended December 31 is as follows:

Revenue
(in millions)			2020						2019						2018
Ratings			$	3,606					$	3,106					$	2,883
Market Intelligence			2,106						1,959						1,833
Platts			878						844						815
Indices			989						918						837
Corporate			—						—						15
Intersegment elimination 1			(137)						(128)						(125)
Total revenue			$	7,442					$	6,699					$	6,258
Operating Profit
(in millions)			2020						2019						2018
Ratings 2			$	2,223					$	1,783					$	1,554
Market Intelligence 3			589						566						500
Platts 4			458						457						401
Indices 5			666						632						566
Total reportable segments			3,936						3,438						3,021
Corporate Unallocated 6			(319)						(212)						(231)
Total operating profit			$	3,617					$	3,226					$	2,790

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.

2Operating profit for the year ended December 31, 2020 includes a technology-related impairment charge of $11 million, lease-related costs of $5 million and employee severance charges of $4 million. Operating profit or the year ended December 31, 2019 includes employee severance charges of $11 million. Operating profit for the year ended December 31, 2018 includes legal settlement expenses of $74 million and employee severance charges of $8 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $7 million for the year ended December 31, 2020 and $2 million for the years ended December 31, 2019 and 2018.

3Operating profit for the year ended December 31, 2020 includes employee severance charges of $27 million, a gain on dispositions of $12 million and lease-related costs of $3 million. As of July 1, 2019, we completed the sale of SPIAS and the results are included in Market Intelligence results through that date. Operating profit for the year ended December 31, 2019 includes a gain on the sale of SPIAS of $22 million, employee severance charges of $6 million and acquisition related costs of $4 million. Operating profit for the year ended December 31, 2018 includes restructuring charges related to a business disposition and employee severance charges of $7 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $76 million, $75 million and $73 million for the years ended December 31, 2020, 2019 and 2018, respectively.

4Operating profit for the year ended December 31, 2020 includes severance charges of $11 million and lease-related costs of $2 million. As of July 31, 2019, we completed the sale of RigData and the results are included in Platts results through that date. Operating profit for the year ended December 31, 2019 includes a gain on the sale of RigData of $27 million and employee severance charges of $1 million. Additionally, Operating profit includes amortization of intangibles from acquisitions of $9 million, $12 million and $18 million for the years ended December 31, 2020, 2019 and 2018, respectively.

5Operating profit for the year ended December 31, 2020 includes employee severance charges of $5 million, a lease impairment charge of $4 million, a technology-related impairment charge of $2 million and lease-related costs of $1 million. Operating profit includes amortization of intangibles from acquisitions of $6 million for the years ended December 31, 2020, 2019 and 2018.

6Corporate Unallocated expense for the year ended December 31, 2020 includes lease impairments of $116 million, IHS Markit merger costs of $24 million, employee severance charges of $19 million, Kensho retention related expense of $12 million and a gain related to an acquisition of $1 million. Corporate Unallocated expense for the year ended December 31, 2019 includes Kensho retention related expenses $21 million, lease impairments of $11 million and employee severance charges of $7 million. Corporate Unallocated operating loss for the year ended December 31, 2018 includes Kensho retention related expense of $31 million, lease impairments of $11 million and employee severance charges of $10 million. Additionally, Corporate Unallocated includes amortization of intangibles from acquisitions of $26 million, $28 million and $23 million for the years ended December 31, 2020, 2019 and 2018, respectively.

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The following table presents our revenue disaggregated by revenue type for the years ended December 31:

(in millions)			Ratings						Market Intelligence						Platts						Indices						Corporate						Intersegment Elimination 1						Total
			2020
Subscription			$	—					$	2,050					$	809					$	177					$	—					$	—					$	3,036
Non-subscription / Transaction			1,977						55						7						—						—						—						2,039
Non-transaction			1,629						—						—						—						—						(137)						1,492
Asset-linked fees			—						1						—						647						—						—						648
Sales usage-based royalties			—						—						62						165						—						—						227
Total revenue			$	3,606					$	2,106					$	878					$	989					$	—					$	(137)					$	7,442
Timing of revenue recognition
Services transferred at a point in time			$	1,977					$	55					$	7					$	—					$	—					$	—					$	2,039
Services transferred over time			1,629						2,051						871						989						—						(137)						5,403
Total revenue			$	3,606					$	2,106					$	878					$	989					$	—					$	(137)					$	7,442

(in millions)			Ratings						Market Intelligence						Platts						Indices						Corporate						Intersegment Elimination 1						Total
			2019
Subscription			$	—					$	1,904					$	774					$	165					$	—					$	—					$	2,843
Non-subscription / Transaction			1,577						45						10						—						—						—						1,632
Non-transaction			1,529						—						—						—						—						(128)						1,401
Asset-linked fees			—						10						—						613						—						—						623
Sales usage-based royalties			—						—						60						140						—						—						200
Total revenue			$	3,106					$	1,959					$	844					$	918					$	—					$	(128)					$	6,699
Timing of revenue recognition
Services transferred at a point in time			$	1,577					$	45					$	10					$	—					$	—					$	—					$	1,632
Services transferred over time			1,529						1,914						834						918						—						(128)						5,067
Total revenue			$	3,106					$	1,959					$	844					$	918					$	—					$	(128)					$	6,699

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(in millions)			Ratings						Market Intelligence						Platts						Indices						Corporate						Intersegment Elimination 1						Total
			2018
Subscription			$	—					$	1,773					$	750					$	144					$	15					$	—					$	2,682
Non-subscription / Transaction			1,350						40						11						—						—						—						1,401
Non-transaction			1,533						—						—						—						—						(125)						1,408
Asset-linked fees			—						20						—						522						—						—						542
Sales usage-based royalties			—						—						54						171						—						—						225
Total revenue			$	2,883					$	1,833					$	815					$	837					$	15					$	(125)					$	6,258
Timing of revenue recognition
Services transferred at a point in time			$	1,350					$	40					$	11					$	—					$	—					$	—					$	1,401
Services transferred over time			1,533						1,793						804						837						15						(125)						4,857
Total revenue			$	2,883					$	1,833					$	815					$	837					$	15					$	(125)					$	6,258

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

Segment information for the years ended December 31 is as follows:

(in millions)			Depreciation & Amortization																		Capital Expenditures
			2020						2019						2018						2020						2019						2018
Ratings			$	40					$	34					$	32					$	33					$	41					$	42
Market Intelligence			101						99						99						28						44						30
Platts			17						21						27						7						13						9
Indices			9						8						9						4						5						3
Total reportable segments			167						162						167						72						103						84
Corporate			39						42						39						4						12						29
Total			$	206					$	204					$	206					$	76					$	115					$	113

Segment information as of December 31 is as follows:

(in millions)			Total Assets
			2020						2019
Ratings			$	1,088					$	963
Market Intelligence			3,762						3,806
Platts			913						938
Indices			1,443						1,492
Total reportable segments			7,206						7,199
Corporate 1			5,331						4,140
Assets held for sale 2			—						9
Total			$	12,537					$	11,348

1Corporate assets consist principally of cash and cash equivalents, goodwill and other intangible assets, assets for pension benefits, deferred income taxes and leasehold improvements related to subleased areas.

2Includes East Windsor and New Jersey facility as of December 31, 2019.

We do not have operations in any foreign country that represent more than 7% of our consolidated revenue. Transfers between geographic areas are recorded at agreed upon prices and intercompany revenue and profit are eliminated. No single customer accounted for more than 10% of our consolidated revenue.

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The following provides revenue and long-lived assets by geographic region:

(in millions)			Revenue																		Long-lived Assets
			Year ended December 31,																		December 31,
			2020						2019						2018						2020						2019
U.S.			$	4,504					$	3,976					$	3,750					$	4,787					$	4,946
European region			1,769						1,659						1,543						496						323
Asia			782						710						647						102						93
Rest of the world			387						354						318						44						44
Total			$	7,442					$	6,699					$	6,258					$	5,429					$	5,406

			Revenue																		Long-lived Assets
			Year ended December 31,																		December 31,
			2020						2019						2018						2020						2019
U.S.			61		%				59		%				60		%				88		%				91		%
European region			24						25						25						9						6
Asia			10						11						10						2						2
Rest of the world			5						5						5						1						1
Total			100		%				100		%				100		%				100		%				100		%

See Note 2 – Acquisitions and Divestitures and Note 11 – Restructuring, for actions that impacted the segment operating results.

13. 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 12 years, some of which include options to extend the leases for up to 12 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.

During the year ended December 31, 2020, we recorded a pre-tax impairment charge of $120 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 December 31, 2020 and 2019:

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(in millions)						2020						2019
Balance Sheet Location
Assets
Right of use assets			Lease right-of-use assets			$	494					$	676
Liabilities
Other current liabilities			Current lease liabilities			100						112
Lease liabilities — non-current			Non-current lease liabilities			544						620

The components of lease expense for the years ended December 31 are as follows:

(in millions)																					2020						2019
Operating lease cost																					$	144					$	157
Sublease income																					(6)						(18)
Total lease cost																					$	138					$	139

Supplemental information related to leases for the years ended December 31 are as follows:

(in millions)												Twelve Months
																		2020						2019
Cash paid for amounts included in the measurement for operating lease liabilities
Operating cash flows for operating leases																		137						146
Right of use assets obtained in exchange for lease obligations
Operating leases																		8						777

Weighted-average remaining lease term and discount rate for our operating leases as of December 31 are as follows:

						2020						2019
Weighted-average remaining lease term (years)						8.5						9.0
Weighted-average discount rate						3.78		%				3.93		%

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

(in millions)
2021			$	120
2022			103
2023			85
2024			68
2025			60
2026 and beyond			302
Total undiscounted lease payments			$	738
Less: Imputed interest			94
Present value of lease liabilities			$	644

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Related Party Agreement

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, which replaced 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 years ended December 31, 2020, 2019 and 2018, S&P Dow Jones Indices LLC earned $149 million, $114 million and $121 million of revenue under the terms of the License Agreement, respectively. 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 & 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 government and regulatory proceedings, investigations and inquiries.

In the second quarter of 2020, Indices, a joint venture with CME Group controlled by the Company, received a “Wells Notice” from the Staff of the SEC stating that the Staff has made a preliminary determination to recommend that the SEC file an enforcement action against Indices. The proposed action would allege violations of federal securities laws with respect to the absence of disclosure of a quality assurance mechanism and the impact of that mechanism on certain volatility related index values published on one business day in 2018. The Staff’s recommendation may involve a civil injunctive action, a cease and desist proceeding, disgorgement, pre-judgment interest and civil money penalties. The Wells Notice is neither a formal allegation nor a finding of wrongdoing. It allows Indices the opportunity to provide its perspective and to address the issues raised by the Staff before any decision is made by the SEC on whether to authorize the commencement of an enforcement proceeding. Indices has been cooperating with the SEC in this matter and intends to continue to do so.

The Company is aware of a potential class action complaint relating to alleged investment losses in collateralized debt obligations rated by Ratings prior to the financial crisis, which was filed in Australia on August 7, 2020 against the Company and a subsidiary of the Company. The Company and its subsidiary have not been served.

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

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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.

14. Quarterly Financial Information (Unaudited)

(in millions, except per share data)			First quarter						Second quarter						Third quarter						Fourth quarter						Total year
2020
Revenue			$	1,786					$	1,943					$	1,846					$	1,867					$	7,442
Operating profit			$	912					$	1,105					$	944					$	656					$	3,617
Net income			$	689					$	842					$	498					$	505					$	2,534
Net income attributable to S&P Global common shareholders			$	639					$	792					$	455					$	454					$	2,339
Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic			$	2.64					$	3.29					$	1.89					$	1.89					$	9.71
Diluted			$	2.62					$	3.28					$	1.88					$	1.88					$	9.66
2019
Revenue			$	1,571					$	1,704					$	1,689					$	1,735					$	6,699
Operating profit			$	705					$	813					$	891					$	818					$	3,226
Net income			$	453					$	602					$	662					$	585					$	2,303
Net income attributable to S&P Global common shareholders			$	410					$	555					$	617					$	541					$	2,123
Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic			$	1.66					$	2.25					$	2.52					$	2.22					$	8.65
Diluted			$	1.65					$	2.24					$	2.50					$	2.20					$	8.60

Note - Totals presented may not sum due to rounding.

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