What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-04-27 compared with 2022-10-28 · 304 added, 418 removed, 432 unchanged (63% of the section changed)

1 unchanged sentence

The following Management's Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc.

(together with its consolidated subsidiaries, (“S&P Global,” the “Company,” “we,” “us” or “our”) for the three and nine months ended September 30, 2022.

(together with its consolidated subsidiaries, (“S&P Global,” the “Company,” “we,” “us” or “our”) for the three months ended March 31, 2023.

The MD&A should be read in conjunction with the consolidated financial statements, accompanying notes and MD&A included in our Form 10-K for the year ended December 31, 2022 (our “Form 10-K”), which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The MD&A includes the following sections:

• Results of Operations — Comparing the Three and Nine Months Ended September 30, 2022 and 2021

• Results of Operations — Comparing the Three Months Ended March 31, 2023 and 2022

• Liquidity and Capital Resources

5 unchanged sentences

The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers;

the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals and agriculture;

and the automotive markets include manufacturers, suppliers, dealerships and service shops.

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

the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals & steel and agriculture;

the automotive markets include manufacturers, suppliers, dealerships and service shops;

and the engineering markets include engineers, builders, and architects.

Our operations consist of six reportable segments:

S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Commodity Insights (“Commodity Insights”), S&P Global Mobility (“Mobility”), S&P Dow Jones Indices (“Indices”) and S&P Global Engineering Solutions (“Engineering Solutions”).

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

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

2 unchanged sentences

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

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

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

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

On February 28, 2022, we completed the merger with IHS Markit Ltd (“IHS Markit”) by acquiring 100% of the IHS Markit common stock that was issued and outstanding as of the date of acquisition, and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the consolidated financial statements as of and for the three and nine months ended September 30, 2022 include the financial results of IHS Markit from the date of acquisition.

The merger with IHS Markit, a world leader in critical information, analytics, and solutions for the major industries and markets that drive economies, brings together two world-class organizations with leading brands and capabilities across information services that will be uniquely positioned to serve, facilitate and power the markets of the future.

Key results for the periods ended September 30 are as follows:

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

2022 2021 % Change 1

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

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

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

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

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

See Note 2 - Acquisitions and Divestitures for additional information.

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

See Note 2 - Acquisitions and Divestitures for additional information.

Key results for the three months ended March 31 are as follows:

(in millions, except per share amounts) 2023 2022 % Change 1

Revenue $ 3,160 $ 2,389 32%

4 unchanged sentences

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

2 Operating profit for the three months ended September 30, 2022 includes IHS Markit merger costs of $144 million, employee severance charges of $55 million, an acquisition-related benefit of $18 million, an asset impairment of $9 million, a gain on acquisition of $10 million, a loss on dispositions of $2 million and an asset write-off of $1 million.

Operating profit for the nine months ended September 30, 2022 includes a gain on dispositions of $1.9 billion, IHS Markit merger costs of $523 million, a S&P Foundation grant of $200 million, employee severance charges of $195 million, a gain on acquisition of $10 million, an asset impairment of $9 million, an acquisition-related benefit of $6 million, lease impairments of $5 million and an asset write-off of $4 million.

Operating profit for the three months ended September 30, 2021 includes IHS Markit merger costs of $54 million and a gain on disposition of $3 million.

Operating profit for the nine months ended September 30, 2021 includes IHS Markit merger costs of $153 million, a gain on disposition of $5 million, a lease impairment of $3 million and Kensho retention related expense of $2 million.

Operating profit also includes amortization of intangibles from acquisitions of $280 million and $21 million for the three months ended September 30, 2022 and 2021, respectively, and $687 million and $74 million for the nine months ended September 30, 2022 and 2021, respectively.

Revenue increased 37% primarily due to the impact of the merger with IHS Markit;

subscription revenue growth for certain Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data and Advisory Solutions at Market Intelligence;

continued demand for market data and market insights products at Commodity Insights;

higher exchange-traded derivative revenue, higher average levels of assets under management for mutual funds and higher data subscription revenue at Indices.

These increases were partially offset by a decrease in revenue at Ratings due to lower corporate bond ratings revenue driven by a decrease in high-yield and investment-grade issuance volumes and lower bank loan ratings revenue.

Foreign exchange rates had an unfavorable impact of 3 percentage points.

Operating profit decreased 21%.

Excluding the impact of higher amortization of intangibles from acquisitions in 2022 of 22 percentage points, higher IHS Markit merger costs in 2022 of 8 percentage points, higher employee severance charges in 2022 of 5 percentage points, operating profit increased 14%.

The increase was primarily due to revenue growth and lower incentive costs, partially offset by expenses associated with the merger with IHS Markit, an increase in compensation costs driven by additional headcount and annual merit and promotion increases and an increase in technology expenses.

Foreign exchange rates had a favorable impact of 1% percentage point.

2 2023 includes IHS Markit merger costs of $64 million, a gain on dispositions of $50 million, disposition-related costs of $13 million, employee severance charges of $12 million and acquisition-related costs of $2 million.

2022 includes a gain on dispositions of $1.3 billion, IHS Markit merger costs of $230 million, a S&P Foundation grant of $200 million, employee severance charges of $78 million, acquisition-related costs of $15 million and lease impairments of $5 million.

2023 and 2022 also includes amortization of intangibles from acquisitions of $275 million and $125 million, respectively.

Revenue increased 32% primarily due to the impact of the merger with IHS Markit;

subscription revenue growth for certain Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data and Advisory Solutions at Market Intelligence;

subscription revenue growth for certain Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data & Advisory Solutions at Market Intelligence;

continued demand for market data and market insights products and higher conference revenue at Commodity Insights;

higher exchange-traded derivative revenue, higher average levels of assets under management for mutual funds and higher data subscription revenue at Indices.

These increases were partially offset by a decrease in transaction revenue at Ratings due to lower corporate bond ratings revenue driven by a decrease in high-yield and investment-grade issuance volumes and lower bank loan ratings revenue.

higher exchange-traded derivative revenue and higher data subscription revenue at Indices.

These increases were partially offset by a decrease in revenue at Ratings primarily due to lower bank loan ratings revenue.

Foreign exchange rates had an unfavorable impact of 2 percentage points.

Operating profit increased 27%.

Excluding the favorable impact of a higher gain on dispositions of 60 percentage points, partially offset by the impact of higher IHS Markit merger costs in 2022 of 12 percentage points, a S&P Foundation grant in 2022 of 6 percentage points, higher amortization of intangibles from acquisitions in 2022 of 20 percentage points and higher employee severance charges in 2022 of 6 percentage points, operating profit increased 11%.

The increase was primarily due to revenue growth, lower incentive costs and lower occupancy costs from reduced real estate footprint, partially offset by expenses associated with the merger with IHS Markit, an increase in compensation costs driven by additional headcount and annual merit and promotion increases, the resumption of business travel from the lifting of COVID restrictions and an increase in technology expenses.

Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

Operating profit decreased 40%.

Excluding the unfavorable impact of a higher gain on dispositions in 2022 of 79 percentage points, higher amortization of intangibles from acquisitions in 2023 of 9 percentage points and disposition-related costs in 2023 of 1 percentage point, partially offset by the impact of a S&P Foundation grant in 2022 of 12 percentage points, higher IHS Markit merger costs in 2022 of 10 percentage points, higher employee severance charges in 2022 of 4 percentage points and higher acquisition-related costs in 2022 of 1 percentage point, operating profit increased 22%.

The increase was primarily due to revenue growth, partially offset by expenses associated with the merger with IHS Markit, an increase in compensation costs, higher technology costs and the resumption of business travel to more normalized levels in 2023.

Foreign exchange rates had a favorable impact of less than 1 percentage point.

We are a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity, automotive and engineering markets.

1 unchanged sentence

We seek to deliver on this purpose in line with our core values of discovery, partnership and integrity.

In 2018, we announced the launch of Powering the Markets of the Future to provide a framework for our forward-looking business strategy.

Through this framework, we seek to deliver an exceptional, differentiated customer experience by enhancing our foundational capabilities, evolving and growing our core businesses, and pursuing growth via adjacencies.

In 2022, we announced the launch of Powering Global Markets to provide a framework for our forward-looking business strategy.

Through this framework, we focus on our customer’s ever-changing needs, growing our core businesses, innovating in new markets and leveraging the power of our data and technology.

In 2023, we are striving to deliver on our strategic priorities in the following key areas:

• Meeting or exceeding year 1 cost and revenue synergy targets from our merger commitments as well as our organic revenue growth and EBITA margin targets;

• Continuing to fund key growth areas - Environmental, Social and Governance ("ESG"), Energy Transition, China, Small and Medium-sized Enterprise/Private Markets, Credit and Risk Management, Distribution and Multi-asset, Thematic and Factor Indices - and support with disciplined organic, inorganic and partnership strategies;

• Demonstrating active leadership in ESG disclosure through advocacy, best-in-class SPGI disclosure and meaningful progress against our stated environmental sustainability targets.

• Accelerating Sustainable1's growth and market position with a specific focus on Energy transition, Climate and on improving market share in ESG Data/Scores and ESG Indices;

• Continuing to grow and defend the core and delivering our key initiatives, while leveraging the combined company's extended capabilities;

delivering our products across multiple channels, e.g., feeds and Application Programming Interfaces, aligned to our customer's needs;

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

• Differentiating through innovative solutions including data science, Artificial Intelligence, Machine Learning and next generation tools to unlock the power of our data and insights;

• Growing S&P Global's brand through an integrated marketing and communications strategy while protecting our reputation.

• Delivering on the key integration projects that help transform the company and delivering on merger commitments;

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

• Reimagining and implementing the future hybrid office model by standardizing our technology to reshape where we work, how we work and how we serve;

• Advancing our technical capabilities, data transformation and building the next generation of products and services using the combined entity's data, technology & expertise;

• Maintaining our commitment to risk management, control and compliance and strengthening engagement and partnership across the company.

• Rolling out and embedding our new purpose and values to unify and combine S&P Global;

• Encouraging career mobility and career development through career coaching and Thrive;

• Improving diverse representation through hiring, advancement and retention, while continuing to raise awareness through Diversity, Equity, and Inclusion education;

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

• Meeting or exceeding our organic revenue growth and EBITA margin targets;

• Realizing our merger/integration commitments - cost and revenue synergy targets;

• Driving growth and superior shareholder returns through effective execution, active portfolio management and prudent capital allocation.

Customer at the Core

• Enhancing customer support and seamless user experience with a focus on ease of discoverability, distribution, and delivery of our products and services and integrated capabilities;

• Continuing to invest in customer facing solutions and processes.

Grow and Innovate

• Continuing to fund and accelerate key growth areas and transformational adjacencies;

• Exercising disciplined organic capital allocation, inorganic and partnership strategies;

• Growing the value of S&P Global’s brand through an integrated marketing and communication strategy;

driving awareness and consideration across the product offering.

Data and Technology

• Efficient integration, accessibility and governance of enterprise data assets, with initial focus on sustainability data, data science and enterprise-wide data management through the formation of a data council to drive enterprise value creation;

• Advancing transition to optimize tech spend practice i.e., shifting the balance towards funding higher growth innovation, establishing key spend benchmarks and 3-year transition plan;

• Continuing momentum in transitioning all products and services to a cloud-based ecosystem while implementing technologies that align to our customer needs and unlock new opportunities.

Lead and Inspire

• Continuing to improve diverse representation through hiring, advancement and retention, while continuing to raise awareness through Diversity, Equity, and Inclusion education;

• Ensuring our people are engaged with a particular focus on learning, development and career opportunities, and continue to embed our purpose and values throughout the Company.

Execute and Deliver

• Driving continuous commitment to risk management, compliance, and control across S&P Global;

• Creating a more sustainable impact.

There can be no assurance that we will achieve success in implementing any one or more of these strategies as a variety of factors could unfavorably impact operating results, including prolonged difficulties in the global credit markets and a change in the regulatory environment affecting our businesses.

See Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

RESULTS OF OPERATIONS — COMPARING THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

RESULTS OF OPERATIONS — COMPARING THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

Consolidated Review

(in millions) Three Months Nine Months

2022 2021 % Change 2022 2021 % Change

(in millions) 2023 2022 % Change

Revenue $ 3,160 $ 2,389 32%

1 unchanged sentence

Operating-related expenses 1,088 749 45%

Selling and general expenses 720 423 70% 2,442 1,162 N/M

Depreciation and amortization 298 41 N/M 738 137 N/M

Total expenses 2,012 1,007 N/M 5,934 2,897 N/M

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

Equity in Income on Unconsolidated Subsidiaries (6) — N/M (21) — N/M

Selling and general expenses 705 958 (26)%

Depreciation and amortization 287 137 N/M

Total expenses 2,080 1,844 13%

Gain on dispositions (50) (1,344) (96)%

Equity in Income on Unconsolidated Subsidiaries (14) (3) N/M

Operating profit 1,144 1,892 (40)%

Other income, net (37) (22) (68)% (86) (51) (68)%

Interest expense, net 71 31 N/M 218 94 N/M

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

Other expense (income), net 11 (49) N/M

Interest expense, net 85 57 51%

Loss on extinguishment of debt, net — 17 N/M

Provision for taxes on income 188 568 (67)%

4 unchanged sentences

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

The following table provides consolidated revenue information for the periods ended September 30:

(in millions) Three Months Nine Months

2022 2021 % Change 2022 2021 % Change

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

(in millions) 2023 2022 % Change

Revenue $ 3,160 $ 2,389 32%

Subscription revenue 1,682 824 N/M 4,490 2,409 86%

Subscription revenue 1,740 1,125 55%

Non-subscription / transaction revenue 598 512 17%

2 unchanged sentences

Sales usage-based royalties 84 69 22%

Recurring variable 115 — N/M 277 — N/M

Recurring variable 125 40 N/M

% of total revenue:

15 unchanged sentences

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

Subscription revenue increased primarily due to the impact of the merger with IHS Markit.

Subscription revenue growth in Desktop products, Credit & Risk Solutions and Data & Advisory Solutions at Market Intelligence, and continued demand for Commodity Insights market data and market insights products also contributed to the increase.

Non-subscription / transaction revenue decreased due to a decrease in corporate bond ratings revenue, bank loan ratings revenue and structured finance revenue at Ratings, partially offset by the impact of the merger with IHS Markit.

Non-transaction revenue decreased due to the unfavorable impact of foreign exchange rates, lower entity credit ratings revenue and a decrease in Ratings Evaluation Service (“RES”) revenue.

Asset linked fees decreased 1% as higher average levels of assets under management for mutual funds were offset by lower average levels of assets under management for ETFs at Indices.

The increase in sales-usage based royalties was primarily driven by higher exchange-traded derivative revenue at Indices.

Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued.

See “Segment Review” below for further information.

The unfavorable impact of foreign exchange rates reduced revenue by 3 percentage points.

This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.

Revenue increased 32% as compared to the three months ended March 31, 2022.

Subscription revenue increased primarily due to the impact of the merger with IHS Markit.

Non-transaction revenue decreased primarily due to the unfavorable impact of foreign exchange rates, a decrease in entity credit ratings revenue and lower RES revenue, partially offset by an increase in revenue at our CRISIL subsidiary and an increase in surveillance revenue at Ratings.

Asset linked fees increased primarily due to higher average levels of assets under management for mutual funds at Indices.

Subscription revenue growth in Desktop products, Credit & Risk Solutions and Data & Advisory Solutions at Market Intelligence, continued demand for Commodity Insights market data and market insights products and higher data subscription revenue at Indices also contributed to the increase.

Non-subscription / transaction revenue increased due to the impact of the merger with IHS Markit and an increase in conference revenue at Commodity Insights, partially offset by a decrease in bank loan ratings revenue at Ratings.

Non-transaction revenue decreased due to a decrease in new entity credit ratings revenue, lower Ratings Evaluation Service (“RES”) revenue driven by decreased M&A activity and the unfavorable impact of foreign exchange rates, partially offset by an increase in revenue at our CRISIL subsidiary.

Asset linked fees decreased primarily due to lower average levels of assets under management for ETFs and mutual funds at Indices.

The increase in sales-usage based royalties was primarily driven by higher exchange-traded derivative revenue at Indices.

Recurring variable revenue at Market Intelligence increased due to the impact of the merger with IHS Markit and represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued.

See “Segment Review” below for further information.

2 unchanged sentences

Total Expenses

The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the periods ended September 30:

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

(in millions) 2023 2022 % Change

9 unchanged sentences

Commodity Insights 3

132 125 53 62 N/M 102%

88 90 — — N/M N/M

182 104 114 78 61% 33%

Engineering Solutions 6

99 117 30 41 N/M N/M

Intersegment eliminations 7

(43) — (37) — (17)% N/M

Total segments 964 581 534 343 81% 69%

Corporate Unallocated expense 8

30 139 9 80 N/M 75%

Total $ 994 $ 720 $ 543 $ 423 83% 70%

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

1 In 2022, selling and general expenses include include employee severance charges of $13 million, IHS Markit merger costs of $6 million, and acquisition-related costs of $1 million.

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

3 In 2022, selling and general expenses include employee severance charges of $14 million and IHS Markit merger costs of $10 million.

4 In 2022, selling and general expenses include acquisition-related benefit of $19 million and employee severance charges of $1 million.

5 In 2022, selling and general expenses include employee severance charges of $1 million and IHS Markit merger costs of $1 million.

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

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

8 In 2022, selling and general expenses include IHS Markit merger costs of $127 million, employee severance charges of $23 million, an asset impairment of $9 million, a gain on acquisition of $10 million and acquisition-related costs of $1 million.

In 2021, selling and general expenses include IHS Markit merger costs of $54 million.

Operating-Related Expenses

Operating-related expenses increased 83% primarily driven by expenses associated with the merger with IHS Markit and higher compensation costs, partially offset by lower incentive costs.

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

Selling and General Expenses

Selling and general expenses increased 70%.

Excluding the unfavorable impact of higher IHS Markit merger costs in 2022 of 17 percentage points, higher employee severance charges of 11 percentage points, partially offset by an acquisition-related benefit of 3 percentage points and a gain on acquisition of 1 percentage point, selling and general expenses increased 46%.

The increase was primarily driven by expenses associated with the merger with IHS Markit and higher compensation costs, partially offset by lower incentive costs.

Depreciation and Amortization

Depreciation and amortization was $298 million in 2022 compared to $41 million in 2021, primarily due to higher intangible asset amortization driven by the impact of the merger with IHS Markit.

(in millions) 2022 2021 % Change

related expenses Selling and

general expenses Operating-

related expenses Selling and

general expenses Operating-

related expenses Selling and

general expenses

Market Intelligence 1

53 45 48 45 10% (1)%

700 255 711 307 (1)% (17)%

Commodity Insights 3

385 327 155 170 N/M 92%

205 246 — — N/M N/M

151 135 127 113 19% 20%

Engineering Solutions 6

4 unchanged sentences

Corporate Unallocated expense 8

77 759 26 222 N/M N/M

Total $ 2,754 $ 2,442 $ 1,598 $ 1,162 72% N/M

11 63 16 487 (79)% (87)%

Total $ 1,088 $ 705 $ 749 $ 958 45% (26)%

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

1 In 2022, selling and general expenses include employee severance charges of $44 million, IHS Markit merger costs of $21 million and acquisition-related costs of $2 million.

2 In 2022, selling and general expenses include employee severance charges of $14 million.

3 In 2022, selling and general expenses include employee severance charges of $38 million and IHS Markit merger costs of $16 million.

4 In 2022, selling and general expenses include acquisition-related benefit of $15 million, employee severance charges of $3 million and IHS Markit merger costs of $1 million.

5 In 2022, selling and general expenses include employee severance charges of $4 million and IHS Markit merger costs of $1 million.

6 In 2022, selling and general expenses include employee severance charges of $4 million.

1 2023 includes IHS Markit merger costs of $13 million and employee severance charges of $6 million.

2022 includes employee severance charges of $18 million and acquisition-related costs of $2 million.

2 2023 and 2022 include employee severance charges of $1 million and $5 million, respectively.

3 2023 includes IHS Markit merger costs of $13 million and employee severance charges of $2 million.

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

4 2023 includes IHS Markit merger costs of $1 million and acquisition-related costs of $1 million.

2022 includes acquisition-related costs of $1 million.

5 2023 includes employee severance charges of $1 million and IHS Markit merger costs of $1 million.

2022 includes employee severance charges of $2 million.

6 2022 includes employee severance charges of $1 million.

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

8 In 2022, selling and general expenses include IHS Markit merger costs of $483 million, a S&P Foundation grant of $200 million, employee severance charges of $87 million, an asset impairment of $9 million, a gain on acquisition of $10 million, acquisition-related costs of $7 million, lease impairments of $5 million and an asset write-off of $3 million.

In 2021, selling and general expenses include IHS Markit merger costs of $153 million, a lease impairment of $3 million and Kensho retention related expense of $2 million.

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

2022 includes IHS Markit merger costs of $230 million, a S&P Foundation grant of $200 million, employee severance charges of $46 million, acquisition-related costs of $11 million and lease impairments of $5 million.

Operating-Related Expenses

Operating-related expenses increased 72% primarily driven by expenses associated with the merger with IHS Markit and higher compensation costs, partially offset by lower incentive costs.

Operating-related expenses increased 45% primarily driven by the impact of the merger with IHS Markit and higher compensation costs.

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

Selling and General Expenses

Selling and general expenses increased 110%.

Excluding the unfavorable impact of higher IHS Markit merger costs in 2022 of 28 percentage points, a S&P Foundation grant of 15 percentage points and higher employee severance charges of 15 percentage points, selling and general expenses increased 52%.

The increase was primarily driven by expenses associated with the merger with IHS Markit and higher compensation costs, partially offset by lower incentive costs.

Selling and general expenses decreased 26%.

Excluding the favorable impact of a S&P Foundation grant in 2022 of 32 percentage points, higher IHS Markit merger costs in 2022 of 26 percentage points, higher employee severance charges in 2022 of 10 percentage points, higher acquisition-related costs in 2022 of 2 percentage points and lease impairments in 2022 of 1 percentage point, partially offset by disposition-related costs in 2023 of 2 percentage points, selling and general expenses increased 43%.

The increase was primarily driven by the impact of the merger with IHS Markit and higher compensation costs.

Depreciation and Amortization

Depreciation and amortization was $287 million in 2023 compared to $137 million in 2022, primarily due to higher intangible asset amortization driven by the impact of the merger with IHS Markit.

Loss (Gain) on Dispositions

During the three and nine months ended September 30, 2022, we completed the following dispositions that resulted in a pre-tax loss of $2 million and a pre-tax gain of $1,897 million, respectively, which was included in Loss (Gain) on dispositions in the consolidated statement of income:

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

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

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

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

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

Gain on Dispositions

During the three months ended March 31, 2023, we received a contingent payment that resulted a pre-tax gain of $50 million which was included in Gain on dispositions in the consolidated statements of income:

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

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

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

During the three months ended March 31, 2022, we completed the following dispositions that were included in Gain on dispositions in the consolidated statement of income:

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

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

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

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

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

• In February of 2022, we completed the previously announced sale of Oil Price Information Services (“OPIS”) to News Corp for $1.150 billion in cash.

We did not recognize a gain on the sale of OPIS.

During the three and nine months ended September 30, 2021, we completed the following dispositions that resulted in a pre-tax gain of $3 million and $5 million, respectively, which was included in Gain on dispositions in the consolidated statements of income:

• During the three and nine months ended September 30, 2021, we recorded a pre-tax gain of $3 million ($2 million after-tax) in Loss (gain) on dispositions in the consolidated statements of income related to the sale of an office facility in India in September of 2021.

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

Operating Profit

1 unchanged sentence

We internally manage our operations by reference to operating profit with economic resources allocated primarily based on each segment's contribution to operating profit.

Segment operating profit is defined as operating profit before Corporate Unallocated expense.

Segment operating profit is defined as operating profit before Corporate Unallocated expense and Equity in Income on Unconsolidated Subsidiaries.

Segment operating profit is not, however, a measure of financial performance under U.S.

GAAP, and may not be defined and calculated by other companies in the same manner.

The tables below reconcile segment operating profit to total operating profit for the periods ended September 30:

The tables below reconcile segment operating profit to total operating profit for the three months ended March 31:

(in millions) 2023 2022 % Change

1 unchanged sentence

$ 229 $ 1,489 (85)%

377 644 (41)%

Commodity Insights 3

6 unchanged sentences

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

1 2022 includes a loss on disposition of $17 million, IHS Markit merger costs of $6 million, employee severance charges of $13 million and acquisition-related costs of $1 million.

1 2023 includes a gain on disposition of $46 million, IHS Markit merger costs of $13 million and employee severance charges of $6 million.

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

2023 and 2022 include amortization of intangibles from acquisitions of $141 million and $64 million, respectively.

2 2022 includes employee severance charges of $2 million.

2022 and 2021 includes amortization of intangibles from acquisitions of $2 million.

3 2022 includes employee severance charges of $14 million and IHS Markit merger costs of $10 million.

2 2023 and 2022 include employee severance charges of $1 million and $5 million, respectively.

2023 and 2022 both include amortization of intangibles from acquisitions of $2 million.

3 2023 includes IHS Markit merger costs of $13 million and employee severance charges of $2 million.

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

2023 and 2022 include amortization of intangibles from acquisitions of $33 million and $13 million, respectively.

4 2022 includes acquisition-related benefit of $19 million, employee severance charges of $1 million, IHS Markit merger costs of $1 million and amortization of intangibles from acquisitions of $76 million.

4 2023 includes IHS Markit merger costs of $1 million and acquisition-related costs of $1 million.

2022 includes acquisition-related costs of $1 million.

2023 and 2022 include amortization of intangibles from acquisitions of $74 million a nd $24 million , respectively.

5 2023 includes a gain on disposition of $4 million, employee severance charges of $1 million and IHS Markit merger costs of $1 million.

2022 and 2021 include amortization of intangibles from acquisitions of $9 million and $1 million, respectively.

2022 includes employee severance charges of $2 million.

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

7 2022 includes IHS Markit merger costs of $127 million, employee severance charges of $23 million, a gain on acquisition of $10 million, asset impairment of $9 million and acquisition-related costs of $1 million.

2021 includes IHS Markit merger costs of $54 million and a gain on disposition of $3 million.

8 2022 includes amortization of intangibles from acquisitions of $13 million.

Segment Operating Profit — Decreased 13% as compared to 2021.

Excluding the unfavorable impact of higher amortization of intangibles from acquisitions in 2022 of 21 percentage points, employee severance charges in 2022 of 3 percentage points and IHS Markit merger related costs in 2022 of 1 percentage point, partially offset by an acquisition-related benefit in 2022 of 1 percentage point, segment operating profit increased 11%.

The increase was primarily due to revenue growth primarily due to the impact of the merger with IHS Markit, lower incentive costs, partially offset by a decrease in revenue at Ratings, expenses associated with the merger with IHS Markit, an increase in compensation costs driven by additional headcount and annual merit and promotion increases and an increase in technology expenses.

See “Segment Review” below for further information.

Corporate Unallocated Expense— Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses.

Corporate Unallocated expense increased 95% compared to 2021.

Excluding higher IHS Markit merger costs in 2022 of 98 percentage points, employee severance charges in 2022 of 31 percentage points, an asset impairment in 2022 of 11 percentage points, a gain on disposition in 2021 of 3 percentage points and acquisition-related costs in 2022 of 2 percentage points, partially offset by a gain on acquisition in 2022 of 13 percentage points, Corporate Unallocated expense decreased 37% primarily due to cost synergies and lower incentive costs.

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

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

The combination is intended to increase operating efficiencies of both the company’s business to more effectively service clients with enhanced platforms and services

for OTC markets across interest rate, FX, equity, and credit asset classes.

Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture acquired in connection with the merger with IHS Markit.

Equity in Income on Unconsolidated Subsidiaries was $6 million for the three months ended September 30, 2022.

Foreign exchange rates had a favorable impact on operating profit of 1 percentage point.

This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities.

Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year.

Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual businesses functional currency.

(in millions) 2022 2021 % Change

Market Intelligence 1

$ 2,366 $ 514 N/M

1,352 2,054 (34)%

Commodity Insights 3

Engineering Solutions 6

Total segment operating profit 5,059 3,579 41%

Corporate Unallocated expense 7

(852) (262) NM

Equity in Income on Unconsolidated Subsidiaries 8

Total operating profit $ 4,228 $ 3,317 28%

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

1 2022 includes a gain on disposition of $1.8 billion, employee severance charges of $44 million, IHS Markit merger costs of $21 million and acquisition-related costs of $2 million.

2021 includes a gain on disposition of $2 million.

2023 and 2022 include amortization of intangibles from acquisitions of $9 million and $4 million, respectively.

1 unchanged sentence

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

3 2022 includes employee severance charges of $38 million and IHS Markit merger costs of $16 million.

2022 and 2021 include amortization of intangibles from acquisitions of $77 million and $6 million, respectively.

4 2022 includes an acquisition-related benefit of $15 million, employee severance charges of $3 million, IHS Markit merger costs of $1 million and amortization of intangibles from acquisitions of $176 million.

5 2022 includes a gain on disposition of $52 million, employee severance charges of $4 million and IHS Markit merger costs of $1 million.

2022 and 2021 include amortization of intangibles from acquisitions of $22 million and $4 million, respectively.

6 2022 includes employee severance charges of 4 million.

2022 includes amortization of intangibles from acquisitions of $33 million.

7 2022 includes IHS Markit merger costs of $483 million, a S&P Foundation grant of $200 million, employee severance charges of $87 million, a gain on acquisition of $10 million, asset impairment of $9 million, acquisition-related costs of $7 million, lease impairments of $5 million and asset write-off of $3 million.

2021 includes IHS Markit merger costs of $153 million, a lease impairment of $3 million, a gain on disposition of $3 million and Kensho retention related expense of $2 million.

2022 and 2021 includes and amortization of intangibles from acquisitions of $1 million and $7 million, respectively.

7 2023 includes IHS Markit merger costs of $37 million, disposition-related costs of $13 million, employee severance charges of $1 million and acquisition-related costs of $1 million.

2022 includes IHS Markit merger costs of $230 million, S&P Foundation grant of $200 million, employee severance charges of $46 million, acquisition-related costs of $11 million and lease impairments of $5 million.

2023 includes amortization of intangibles from acquisitions of $1 million.

Segment Operating Profit — Increased 41% as compared to 2021.

Excluding the favorable impact of a higher gain on dispositions in 2022 of 53 percentage points, partially offset by higher amortization of intangibles from acquisitions in 2022 of 16 percentage points, higher employee severance charges in 2022 of 3 percentage points and IHS Markit merger related costs in 2022 of 1 percentage point, segment operating profit increased 8%.

The increase was primarily due to revenue growth primarily due to the impact of the merger with IHS Markit, lower incentive costs and lower occupancy costs from reduced real estate footprint, partially offset by a decrease in transaction revenue at Ratings, expenses associated with the merger with IHS Markit, an increase in compensation costs driven by additional headcount and annual merit and promotion increases, the resumption of business travel from the lifting of COVID restrictions and an increase in technology expenses.

8 2023 and 2022 both include amortization of intangibles from acquisitions of $14 million.

Segment Operating Profit — Segment operating profit decreased 50% as compared to 2022.

Excluding the unfavorable impact of a higher gain on dispositions in 2022 of 63 percentage points, higher amortization of intangibles from acquisitions in 2023 of 7 percentage points and higher IHS Markit merger costs in 2023 of 1 percentage point, partially offset by higher employee severance charges in 2022 of 1 percentage point, segment operating profit increased 21%.

See “Segment Review” below for further information.

Corporate Unallocated expense increased 225% compared to 2021.

Excluding higher IHS Markit merger costs in 2022 of 137 percentage points, a S&P Foundation grant in 2022 of 83 percentage points, employee severance charges in 2022 of 36 percentage points, an asset impairment in 2022 of 4 percentage points, acquisition-related costs in 2022 of 3 percentage points, partially offset by a gain on acquisition of 4 percentage points and lower amortization of intangibles from acquisitions in 2022 of 2 percentage points, Corporate Unallocated expense decreased 32% primarily due to cost synergies and lower incentive costs.

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

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

Corporate Unallocated expense decreased 85% compared to 2022.

Excluding the impact of a S&P Foundation grant in 2022 of 46 percentage points, higher IHS Markit merger costs in 2022 of 45 percentage points, higher employee severance charges in 2022 of 10 percentage points and higher acquisition-related costs in 2022 of 2 percentage points, partially offset by disposition-related costs in 2023 of 3 percentage points, Corporate Unallocated expense increased 17% primarily due to higher executive costs.

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

The joint venture provides trade processing and risk mitigation operations and incorporates CME’s optimization businesses

(Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business.

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

Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture acquired in connection with the merger with IHS Markit.

Equity in Income on Unconsolidated Subsidiaries was $21 million for the nine months ended September 30, 2022.

Foreign exchange rates had an unfavorable impact on operating profit of less than 1 percentage point.

Equity in Income on Unconsolidated Subsidiaries was $14 million and $3 million for the three months ended March 31, 2023 and March 31, 2022, respectively.

Foreign exchange rates had a favorable impact on operating profit of less than 1 percentage point.

This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities.

Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year.

Other Income, net

Other income, net includes the net periodic benefit cost for our retirement and post retirement plans and gains and losses on our mark-to-market investments.

Other income, net was $37 million for the three months ended September 30, 2022 compared to $22 million for the three months ended September 30, 2021, and $86 million for the nine months ended September 30, 2022 compared to $51 million for the nine months ended September 30, 2021 primarily due to higher gains on our mark-to-market investments in 2022.

Other Expense (Income), net

Other expense (income), net includes gains and losses on our mark-to-market investments and the net periodic benefit cost for our retirement and post retirement plans.

Other expense, net was $11 million for the three months ended March 31, 2023 compared to other income, net of $49 million for the three months ended March 31, 2022, primarily due to losses on our mark-to-market investments in 2023 compared to gains in 2022.

Interest Expense, net

Interest expense, net increased $40 million compared to the three months ended September 30, 2021, and increased $124 million compared to the nine months ended September 30, 2021 primarily due to higher debt balances.

See Note 4 – Debt for further details.

Gain (loss) on Extinguishment of Debt, Net

During the three and nine ended September 30, 2022, we recognized a $4 million gain and $15 million loss on extinguishment of debt.

The nine months ended September 30, 2022 includes a $142 million tender premium paid to tendering note holders in accordance with the terms of the tender offer, offset by a $127 million non-cash write-off related to the fair market value step up premium on extinguished debt.

Interest expense, net increased $28 million compared to the three months ended March 31, 2022, primarily due to higher debt balances in the first quarter of 2023 resulting from the Exchange Offer that took place in March of 2022 in connection with the merger of IHS Markit.

Loss on Extinguishment of Debt, net

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

Provision for Income Taxes

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

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

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

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

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

Segment Review

2 unchanged sentences

Market Intelligence's portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.

In June of 2022, we completed the previously announced sale of Leveraged Commentary and Data (“LCD”), a business within our Market Intelligence segment, to Morningstar.

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

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

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

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

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

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

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

The acquisition further expands the breadth and depth of S&P Global’s third party vendor risk management solutions by offering high-quality validated assessment data to clients designed to reduce further the vendor due diligence

burden on service providers to the financial services industry.

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

In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) that resulted a pre-tax gain of $46 million ($34 million after-tax) which was included in Gain on dispositions in the consolidated statements of income.

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

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

See Note 2 - Acquisitions and Divestitures to the consolidated financial statements of this Form 10-Q for information on the merger with IHS Markit.

Market Intelligence includes the following business lines:

7 unchanged sentences

The portfolio includes industry leading financial technology solutions like Wall Street Office, Enterprise Data Manager, Information Mosaic, and iLevel.

Our Global Markets Group offering delivers bookbuilding platforms and investor prospecting solutions across multiple assets including municipal bonds, equities, fixed income and loans;

Our Global Markets Group offering delivers bookbuilding platforms across multiple assets including municipal bonds, equities and fixed income;

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

Subscription revenue at Market Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information through both feed and web-based channels.

Subscription revenue also include software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term.

Subscription revenue also includes software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term.

Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing conferences and events, and analytical services.

The following table provides revenue and segment operating profit information for the periods ended September 30:

(in millions) Three Months Nine Months

2022 2021 % Change 2022 2021 % Change

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

(in millions) 2023 2022 % Change

Revenue $ 1,071 $ 727 47%

Subscription revenue $ 890 $ 659 35%

Recurring variable revenue $ 115 $ — N/M $ 277 $ — N/M

Non-subscription revenue $ 40 $ 13 N/M $ 111 $ 39 N/M

Recurring variable revenue $ 125 $ 40 N/M

Non-subscription revenue $ 56 $ 28 95%

% of total revenue:

3 unchanged sentences

revenue $ 628 $ 434 45%

International revenue $ 418 $ 207 N/M $ 1,140 $ 596 91%

International revenue $ 443 $ 293 51%

% of total revenue:

2 unchanged sentences

Operating profit 1

$ 174 $ 179 (3)% $ 2,366 $ 514 N/M

$ 229 $ 1,489 (85)%

Operating margin % 21 % 205 %

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

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

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

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

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

1 2023 includes a gain on disposition of $46 million, IHS Markit merger costs of $13 million and employee severance charges of $6 million.

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

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

Revenue increased 47% primarily due to the impact of the merger with IHS Markit.

1 unchanged sentence

Foreign exchange rates had an unfavorable impact of 2 percentage points.

Operating profit decreased 3%.

Excluding the impact of higher amortization of intangibles of 60 percentage points, a loss on dispositions of 9 percentage points, employee severance charges in 2022 of 7 percentage points, IHS Markit merger costs in 2022 of 3 percentage points, operating profit increased 76% primarily due to revenue growth and lower incentive costs, partially offset by expenses associated with the merger with IHS Markit, an increase in technology expenses and higher compensation costs.

Foreign exchange rates had a favorable impact of 8% percentage points.

Revenue increased 72% primarily due to the impact of the merger with IHS Markit.

Subscription revenue growth for certain Market Intelligence Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data and Advisory Solutions also contributed to revenue growth.

Operating profit decreas ed 85%.

Excludi ng the impact of a higher gain on dispositions in 2022 of 127 percentage points, higher amortization of intangibles in 2023 of 8 percentage points and higher IHS Markit merger costs in 2023 of 1 percentage point, partially offset by higher employee severance charges in 2022 of 1 percentage point and higher acquisition-related costs in 2022 of 1 percentage point, operating profit increased 49% primarily due to revenue growth, partially offset by expenses associated with the merger with IHS Markit, higher compensation costs, higher technology costs, higher outside services costs and the resumption of business travel to more normalized levels in 2023.

Foreign exchange rates had an unfavorable impact of 1 percentage point.

Operating profit increased 360%.

Excluding the impact of a gain on dispositions of 366 percentage points, partially offset by higher amortization of intangibles of 56 percentage points, employee severance charges in 2022 of 9 percentage points and IHS Markit merger costs in 2022 of 4 percentage points, operating profit increased 64% primarily due to revenue growth and lower incentive costs, partially offset by expenses associated with the merger with IHS Markit, an increase in technology expenses and higher compensation costs.

Foreign exchange rates had a favorable impact of 4 percentage points.

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

in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

9 unchanged sentences

Non-transaction revenue also includes an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

Royalty revenue was $36 million and $107 million for the three and nine months ended September 30, 2022, respectively, and $34 million and $101 million for the three and nine months ended September 30, 2021, respectively.

The following table provides revenue and segment operating profit information for the periods ended September 30:

(in millions) Three Months Nine Months

2022 2021 % Change 2022 2021 % Change

Royalty revenue was $36 million and $34 million for the three months ended March 31, 2023 and 2022, respectively.

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

(in millions) 2023 2022 % Change

Revenue $ 824 $ 868 (5)%

3 unchanged sentences

Transaction revenue

36 % 54 % 42 % 56 %

Non-transaction revenue

64 % 46 % 58 % 44 %

revenue $ 460 $ 474 (3)%

6 unchanged sentences

Operating margin % 58 % 59 %

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

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

Revenue decreased 33%, with an unfavorable impact from foreign exchange rates of 3% percentage points.

Transaction revenue decreased due to lower corporate bond ratings revenue driven by a decrease in high-yield and investment-grade issuance volumes and lower bank loan ratings revenue.

A decrease in structured finance revenues primarily driven by decreased issuance of U.S.

collateralized loan obligations (“CLOs”) also contributed to the decrease in transaction revenue.

Reduced issuance volumes mainly resulted from unfavorable macroeconomic conditions in 2022 compared to strong issuance levels in the prior year period.

Non-transaction revenue decreased due to the unfavorable impact of foreign exchange rates, lower entity credit ratings revenue and a decrease in Ratings Evaluation Service (“RES”) revenue.

Excluding the unfavorable impact of foreign exchange rates of 4 percentage points, non-transaction revenue decreased 2%.

Transaction and non-transaction revenue also benefited from improved contract terms across product categories.

Operating profit decreased 41%, with an unfavorable impact from foreign exchange rates of 1% percentage point.

Excluding the impact of employee severance charges in 2022 of less than 1 percentage point, operating profit decreased 41% primarily due to a decline in revenue partially offset by a decrease in expenses.

The decrease in expenses was primarily driven by lower incentive costs due to weaker financial performance, partially offset by higher compensation costs driven by targeted investment into key areas of the business, as well as annual merits and promotion, and higher legal fees.

1 2023 and 2022 includes employee severance charges of $1 million and $5 million, respectively.

2023 and 2022 both include amortization of intangibles from acquisitions of $2 million.

Revenue decreased 5%, with an unfavorable impact from foreign exchange rates of 2 percentage points.

Transaction revenue decreased due to lower corporate bond ratings revenue driven by a decrease in high-yield and investment-grade issuance volumes and lower bank loan ratings revenue.

A decrease in structured finance revenues primarily driven by decreased issuance of U.S.

CLOs also contributed to the decrease in transaction revenue.

Reduced issuance volumes mainly resulted from unfavorable macroeconomic conditions in 2022 compared to strong issuance levels in the prior year period.

Non-transaction revenue remained relatively unchanged, decreasing less than 1%, primarily due to the unfavorable impact of foreign exchange rates, a decrease in entity credit ratings revenue and lower RES revenue, offset by an increase in revenue at our CRISIL subsidiary and an increase in surveillance revenue.

Excluding the unfavorable impact of foreign exchange rates of 3 percentage points, non-transaction revenue increased 3%.

Transaction revenue decreased primarily due to lower bank loan ratings revenue driven by decreased issuance volumes.

Transaction and non-transaction revenue also benefited from improved contract terms across product categories.

Operating profit decreased 34%, with an unfavorable impact from foreign exchange rates of 1 percentage point.

Excluding the impact of employee severance charges in 2022 of 1 percentage point, operating profit decreased 33% primarily due to a decline in revenue partially offset by decrease in expenses.

The decrease in expenses was driven by lower incentive costs due to weaker financial performance, lower occupancy costs from reduced real estate footprint, and lower project amortization costs, partially offset by higher compensation costs driven by targeted investment into key areas of the business, as well as annual merits and promotion, legal fees and the resumption of business travel from the lifting of COVID restrictions.

Operating profit decreased 7%, with a favorable impact from foreign exchange rates of less than 1 percentage point.

Excluding the impact of higher employee severance charges in 2022 of less than 1 percentage point, operating profit decreased 7% primarily due to a decline in revenue partially offset by decrease in expenses.

The decrease in expenses was driven by lower occupancy costs, lower outside services expenses and merger-related synergies, partially offset by higher compensation costs.

Market Issuance Volumes

3 unchanged sentences

The following tables depict changes in issuance levels as compared to the prior year based on data from SDC Platinum for Corporate bond issuance and based on a composite of external data feeds and Ratings' internal estimates for Structured Finance issuance.

Third Quarter

Compared to Prior Year Year-to-Date

First Quarter

Compared to Prior Year

Corporate Bond Issuance * U.S.

Europe Global U.S.

Europe Global

3 unchanged sentences

(11)% (5)% (13)%

Note – Global issuance includes U.S., Europe, Asia and the rest of the world.

* Includes Industrials and Financial Services.

1 unchanged sentence

• Corporate issuance was down in the U.S.

and Europe for the quarter and year-to-date driven by reflecting unfavorable macroeconomic conditions in 2022 compared to strong issuance levels in the prior year periods.

Third Quarter Compared to Prior Year Year-to-Date Compared to Prior Year

and Europe as a result of less favorable macroeconomic conditions in the first quarter of 2023 compared to the same period in 2022.

First Quarter Compared to Prior Year

Structured Finance Issuance U.S.

Europe Global U.S.

Europe Global

5 unchanged sentences

Total issuance (47)% 6% (28)%

* Represents no activity in 2022.

** Represents no activity in 2021.

Note – Global issuance includes U.S., Europe, Asia and the rest of the world.

* Represents no activity in 2023 or 2022.

• ABS issuance decreased in the U.S.

and Europe driven by a decline in Autos, Student Loans, and Non-Traditional / Esoterics.

driven by a decline in Credit Cards, Student Loans, and Non-Traditional / Esoterics and was up in Europe although from a low 2022 base.

• CLO issuance was down in the U.S.

and European structured credit markets due to unfavorable market conditions and widening spreads slowing down new issues and eliminating refinancing and resets.

• CMBS issuance was down in the U.S.

in the quarter reflecting unfavorable market conditions.

CMBS issuance was also down in Europe, although from a low 2021 base.

• RMBS issuance was down the U.S.

in the quarter reflecting decreased market volume due to unfavorable market conditions.

RMBS issuance increased in Europe reflecting an increase in large jumbo deals.

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

and European structured credit markets primarily due to a decline in refinancing.

• CMBS and RMBS issuance was down in the U.S.

and Europe reflecting unfavorable market conditions.

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

For a further discussion of competitive and other risks inherent in our Ratings business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

5 unchanged sentences

• Energy & Resources Data & Insights — includes data, news, insights, and analytics for petroleum, gas, power & renewables, petrochemicals, metals & steel, agriculture, and other commodities;

• Price Assessments — includes price assessments and benchmarks, forward curves;

• Price Assessments — includes price assessments and benchmarks, and forward curves;

• Upstream Data & Insights — includes exploration & production data and insights, software and analytics;

2 unchanged sentences

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

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

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

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

The following table provides revenue and segment operating profit information for the periods ended September 30:

(in millions) Three Months Nine Months

2022 2021 % Change 2022 2021 % Change

See Note 2 - Acquisitions and Divestitures to the consolidated financial statements of this Form 10-Q for information on the merger with IHS Markit.

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

(in millions) 2023 2022 % Change

Revenue $ 508 $ 363 40%

1 unchanged sentence

Sales usage-based royalties $ 19 $ 19 —%

Non-subscription revenue $ 21 $ 2 N/M $ 96 $ 7 N/M

Non-subscription revenue $ 80 $ 48 67%

% of total revenue:

11 unchanged sentences

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

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

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

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

Revenue increased 70% primarily due to the impact of the merger with IHS Markit and continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts.

The Energy & Resources Data & Insights, Price Assessments and Upstream Data & Insights businesses continue to be the most significant revenue drivers, followed by the Advisory & Transactional Services business.

Foreign exchange rates had an unfavorable impact of 1% percentage point.

Operating profit increased 4%.

Excluding the impact of higher amortization of intangibles from acquisitions of 22 percentage points, employee severance charges in 2022 of 10 percentage points and IHS Markit merger costs in 2022 of 7 percentage points, operating profit increased 43%.

The increase was primarily due to revenue growth partially offset by expenses associated with the merger with IHS Markit, higher compensation costs, the resumption of business travel from the lifting of COVID restrictions and an increase in operating costs to support business initiatives at Commodity Insights.

Foreign exchange rates had a favorable impact of 2% percentage points.

Revenue increased 65% primarily due to the impact of the merger with IHS Markit, continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts and higher conference revenue driven by the return of in-person attendance at Commodity Insights conferences in 2022 compared to virtual events in 2021.

1 2023 includes IHS Markit merger costs of $13 million and employee severance charges of $2 million.

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

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

Revenue increased 40% primarily due to the impact of the merger with IHS Markit, higher conference revenue and continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts.

The Energy & Resources Data & Insights, Price Assessments and Upstream Data & Insights businesses continue to be the most significant revenue streams, followed by the Advisory & Transactional Services business.

Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

Operating profit increased 18%.

Excluding the impact of higher amortization of intangibles from acquisitions of 17 percentage points, employee severance charges in 2022 of 9 percentage points and IHS Markit merger costs in 2022 of 4 percentage points, operating profit increased 37%.

The increase was primarily due to revenue growth partially offset by expenses associated with the merger with IHS Markit, an increase in costs related to the Commodity Insights conferences in 2022, higher compensation costs, the resumption of business travel from the lifting of COVID restrictions and an increase in operating costs to support business initiatives at Commodity Insights.

Foreign exchange rates had a favorable impact of less than 1 percentage point.

Excluding the impact of higher amortization of intangibles from acquisitions in 2023 of 10 percentage points and higher IHS Markit merger costs in 2023 of 6 percentage points, partially offset by higher employee severance charges in 2022 of 2 percentage points and acquisition-related costs in 2022 of 1 percentage point, operating profit increased 31%.

The increase was primarily due to revenue growth partially offset by expenses associated with the merger with IHS Markit and an increase in costs related to the Commodity Insights conferences in 2023.

Foreign exchange rates had a favorable impact of 3 percentage points.

For a further discussion of competitive and other risks inherent in our Commodity Insights business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

For a further discussion of the legal and regulatory

matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

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

Mobility operates globally, with staff located in over 17 countries.

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

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

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

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

Mobility includes the following business lines:

• Dealer — includes analytics to predict future buyers, targeted marketing, and vehicle history data to allow people to shop, buy, service and sell used cars;

• Manufacturing — includes insights, forecasts and advisory services spanning the entire automotive value chain, from product planning to marketing, sales and the aftermarket;

• Financial — includes reports and data feeds to support lenders and insurance companies .

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

6 unchanged sentences

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

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

The following table provides revenue and segment operating profit information for the periods ended September 30:

(in millions) Three Months Nine Months

2022 2021 % Change 2022 2021 % Change

Revenue $ 346 $ — N/M $ 797 $ — N/M

Subscription revenue $ 269 $ — N/M $ 618 $ — N/M

Non-subscription revenue $ 77 $ — N/M $ 179 $ — N/M

See Note 2 - Acquisitions and Divestitures to the consolidated financial statements of this Form 10-Q for information on the merger with IHS Markit.

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

(in millions) 2023 2022 % Change

Revenue $ 358 $ 115 N/M

Subscription revenue $ 281 $ 86 N/M

Non-subscription revenue $ 77 $ 29 N/M

% of total revenue:

1 unchanged sentence

Non-subscription revenue 22 % 25 %

revenue $ 282 $ — N/M $ 647 $ — N/M

International revenue $ 64 $ — N/M $ 150 $ — N/M

revenue $ 294 $ 92 N/M

International revenue $ 64 $ 23 N/M

% of total revenue:

2 unchanged sentences

Operating profit 1

$ 90 $ — N/M $ 166 $ — N/M

$ 64 $ 18 N/M

Operating margin % 18 % 16 %

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

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

The nine months ended September 30, 2022 includes IHS Markit merger costs of $1 million.

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

1 2023 includes IHS Markit merger costs of $1 million and acquisition-related costs of $1 million.

2022 includes acquisition-related costs of $1 million.

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

Revenue and operating profit increased primarily due to the impact of the merger with IHS Markit.

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

For a further discussion of competitive and other risks inherent in our Mobility business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

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

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

Indices’ mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative products, and provide investors with tools to monitor world markets.

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

Indices derives revenue from asset-linked fees when investors direct funds into its proprietary designed or owned indexes, sales usage-based royalties of its indices, as well as data subscription arrangements.

Specifically, Indices generates revenue from the following sources:

3 unchanged sentences

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

The following table provides revenue and segment operating profit information for the periods ended September 30:

(in millions) Three Months Nine Months

2022 2021 % Change 2022 2021 % Change

See Note 2 - Acquisitions and Divestitures to the consolidated financial statements of this Form 10-Q for information on the merger with IHS Markit.

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

(in millions) 2023 2022 % Change

Revenue $ 341 $ 322 6%

17 unchanged sentences

Net operating margin % 52 % 51 %

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

Operating profit includes amortization of intangibles from acquisitions of $9 million and $1 million for the three months ended

September 30, 2022 and 2021, respectively, and $22 million and $4 million for the nine months ended September 30, 2022 and 2021, respectively.

Revenue at Indices increased 12% primarily due to higher exchange-traded derivative revenue driven by higher average trading volume from increased volatility, higher average levels of assets under management (“AUM”) for mutual funds, higher data subscription revenue and the impact of the merger with IHS Markit.

These increases were partially offset by lower levels of AUM for ETFs and the impact of a breakup fee associated with the a termination of several ETF funds in the prior year period.

Ending AUM for ETFs at September 30, 2022 was $2.348 trillion.

Excluding AUM related to the merger with IHS Markit, ending AUM for ETFs decreased 10% to $2.230 trillion and average levels of AUM for ETFs decreased 3% to $2.458 trillion compared to the three months ended September 30, 2021.

Foreign exchange rates had an unfavorable impact of 1 percentage point.

Operating profit increased 12%.

Excluding the impact of a gain on disposition of 7 percentage points, partially offset by higher amortization of intangibles from acquisitions of 4 percentage points, operating profit increased 10%.

Revenue growth and lower incentive costs were partially offset by an increase in strategic investments, higher compensation costs driven by annual merit increases, the resumption of business travel from the lifting of COVID restrictions and the impact of the merger with IHS Markit.

Foreign exchange rates had an unfavorable impact of 2 percentage points.

Revenue at Indices increased 18% primarily due to higher exchange-traded derivative revenue driven by higher average trading volume from increased volatility, higher average levels of assets under management (“AUM”) for mutual funds, higher data subscription revenue and the impact of the merger with IHS Markit.

Ending AUM for ETFs at September 30, 2022 was $2.348 trillion.

Excluding AUM related to the merger with IHS Markit, ending AUM for ETFs decreased 10% to $2.230 trillion and average levels of AUM for ETFs increased 9% to $2.548 trillion compared to the nine months ended September 30, 2021.

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

2022 includes employee severance charges of $2 million.

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

Revenue at Indices increased 6% primarily due to higher exchange-traded derivative revenue driven by continued strength in average trading volume from increased volatility, higher data subscription revenue and the impact of the merger with IHS Markit, partially offset by lower average levels of assets under management (“AUM”) for ETFs and mutual funds.

Ending AUM for ETFs decreased 6% to $2.723 trillion compared to March 31, 2022.

Excluding AUM related to the merger with IHS Markit, average levels of AUM for ETFs decreased 4% to $2.563 trillion compared to the three months ended March 31, 2022.

Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

Operating profit increased 6%.

Excluding the impact of a gain on disposition of 9 percentage points, partially offset by higher amortization of intangibles from acquisitions of 3 percentage points and employee severance charges in 2022 of 1 percentage point, operating profit increased 17%.

The impact of revenue growth and lower incentive costs were partially offset by an increase in strategic investments, higher compensation costs driven by annual merit increases, higher data costs, the resumption of business travel from the lifting of COVID restrictions and the impact of the merger with IHS Markit.

Foreign exchange rates had an unfavorable impact of 1 percentage point.

Excluding the impact of a higher amortization of intangibles from acquisitions in 2023 of 1 percentage point, operating profit increased 7%.

The impact of revenue growth was partially offset by an increase in strategic investments, higher compensation costs driven by annual merit increases and the impact of the merger with IHS Markit.

Foreign exchange rates had a favorable impact of less than 1 percentage point.

For a further discussion of competitive and other risks inherent in our Indices business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

11 unchanged sentences

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

The Engineering Solutions business was acquired in connection with the merger with IHS Markit on February 28, 2022 and

financial results are included since the date of acquisition.

The following table provides revenue and segment operating profit information for the periods ended September 30:

(in millions) Three Months Nine Months

2022 2021 % Change 2022 2021 % Change

Revenue $ 95 $ — N/M $ 224 $ — N/M

Subscription revenue $ 89 $ — N/M $ 208 $ — N/M

Non-subscription revenue $ 6 $ — N/M $ 16 $ — N/M

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

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

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

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

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

See Note 2 - Acquisitions and Divestitures to the consolidated financial statements of this Form 10-Q for information on the merger with IHS Markit.

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

(in millions) 2023 2022 % Change

Revenue $ 100 $ 33 N/M

Subscription revenue $ 94 $ 30 N/M

Non-subscription revenue $ 6 $ 3 N/M

% of total revenue:

1 unchanged sentence

Non-subscription revenue 6 % 9 %

revenue $ 53 $ — N/M $ 124 $ — N/M

International revenue $ 42 $ — N/M $ 100 $ — N/M

revenue $ 54 $ 18 N/M

International revenue $ 46 $ 15 N/M

% of total revenue:

2 unchanged sentences

Operating profit 1

$ 1 $ — N/M $ 3 $ — N/M

Operating margin % 15 % 4 %

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

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

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

1 2022 includes e mployee severance charges of $1 million.

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

Revenue and operating profit increased primarily due to the impact of the merger with IHS Markit.

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

For a further discussion of competitive and other risks inherent in our Engineering Solutions business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

7 unchanged sentences

Cash Flow Overview

Cash, cash equivalents, and restricted cash were $1,389 million as of September 30, 2022, a decrease of $5,116 million from December 31, 2021.

The following table provides cash flow information for the nine months ended September 30:

Cash, cash equivalents, and restricted cash were $1,405 million as of March 31, 2023, an increase of $118 million from December 31, 2022.

The following table provides cash flow information for the three months ended March 31:

(in millions) 2023 2022 % Change

Net cash provided by (used for):

Operating activities $ 1,490 $ 2,658 (44)%

Operating activities $ 594 $ 222 N/M

Investing activities $ (253) $ 2,901 N/M

Financing activities $ (10,128) $ (772) N/M

In the first nine months of 2022, free cash flow decreased $1,222 million to $1,232 million compared to $2,454 million in the first nine months of 2021.

The decrease is primarily due to a decrease in cash provided by operating activities as discussed

Financing activities $ (230) $ (5,205) (96)%

In the first three months of 2023, free cash flow increased $337 million to $488 million compared to $151 million in the first three months of 2022.

The increase is primarily due to an increase in cash provided by operating activities as discussed below.

Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders.

3 unchanged sentences

Operating activities

Cash provided by operating activities decreased $1,168 million to $1,490 million for the first nine months of 2022.

The decrease is mainly due to a decrease in operating results, an increase in IHS Markit merger costs, higher taxes paid on divestitures and a grant payment to the S&P Global Foundation in 2022.

Cash provided by operating activities increased $372 million to $594 million for the first three months of 2023.

The increase is mainly due to higher operating results in 2023, and higher IHS Markit merger costs and a grant payment to the S&P Global Foundation in 2022.

Investing activities

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

Cash provided by investing activities was $3,689 million for the first nine months of 2022 compared to cash used for investing activities of $42 million in the first nine months of 2021, primarily due to cash received from the dispositions of CUSIP Global Services, Oil Price Information Services, the Leveraged Commentary and Data business and a related family of leveraged loan indices, and the Base Chemicals business in 2022.

Cash used for investing activities was $253 million for the first three months of 2023 compared to cash provided by investing activities of $2,901 million in the first three months of 2022, primarily due to cash received from the dispositions of CUSIP Global Services and Oil Price Information Services in 2022.

See Note 2 — Acquisitions and Divestitures to the consolidated financial statements of this Form 10-Q for further discussion.

1 unchanged sentence

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

Cash used for financing activities increased $9,356 million to $10,128 million for the first nine months of 2022.

The increase is primarily attributable to an increase in cash used for share repurchases in 2022.

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

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

Cash used for financing activities decreased $4,975 million to $230 million for the first three months of 2023.

The decrease is primarily attributable to a decrease in cash used for share repurchases in 2023.

During the three months ended March 31, 2023,

we purchased a total of 1.1 million shares for $500 million of cash.

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

See Note 8 — Equity to the consolidated financial statements of this Form 10-Q for further discussion.

Contractual Obligations

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

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

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

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

Additional Financing

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

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

On February 25, 2022, we exercised the accordion feature which increased the total commitments available under our credit facility from $1.5 billion to $2.0 billion.

As of September 30, 2022 and December 31, 2021, there was no commercial paper outstanding.

As of March 31, 2023 and December 31, 2022, respectively, there was $898 million and $188 million of commercial paper outstanding.

Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving three environmental sustainability performance indicators related to emissions, tested annually.

1 unchanged sentence

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

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

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

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

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

On January 25, 2023, the Board of Directors approved a quarterly common stock dividend of $0.90 per share.

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

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

Supplemental Guarantor Financial Information

8 unchanged sentences

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

• On March 1, 2023, S&P Global Inc.

issued new senior notes that have been registered with the SEC and guaranteed by Standard & Poor's Financial Services LLC in exchange for the following series of unregistered senior notes of like principal amount and terms:

• $700 million of 4.75% Senior Notes due 2028 that were originally issued on March 2, 2022;

• $921 million of 4.25% Senior Notes due 2029 that were originally issued on March 2, 2022;

• $1,237 million of 2.45% Senior Notes due 2027 that were originally issued on March 18, 2022;

• $1,227 million of 2.70% Sustainability-Linked Senior Notes due 2029 that were originally issued on March 18, 2022;

• $1,492 million of 2.90% Senior Notes due 2032 that were originally issued on March 18, 2022;

• $974 million of 3.70% Senior Notes due 2052 that were originally issued on March 18, 2022;

• $500 million of 3.90% Senior Notes due 2062 that were originally issued on March 18, 2022.

The notes above are unsecured and unsubordinated and rank equally and ratably with all of our existing and future unsecured and unsubordinated debt.

9 unchanged sentences

This information is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S.

Summarized results of operations for the periods ended September 30, 2022 are as follows:

Three Months Nine Months

Summarized results of operations for the three months ended March 31, 2023 are as follows:

(in millions) 2023

3 unchanged sentences

Net income attributable to S&P Global Inc.

Summarized balance sheet information as of September 30, 2022 and December 31, 2021 is as follows:

(in millions) September 30, December 31,

Summarized balance sheet information as of March 31, 2023 and December 31, 2022 is as follows:

(in millions) March 31, December 31,

Current assets (excluding intercompany from Non-Obligor Group) $ 836 $ 699

13 unchanged sentences

Free cash flow, as we calculate it, may not be comparable to similarly titled measures employed by other companies.

The following table presents a reconciliation of our cash flow provided by operating activities to free cash flow for the nine months ended September 30:

The following table presents a reconciliation of our cash flow provided by operating activities to free cash flow for the three months ended March 31:

(in millions) 2023 2022 % Change

Cash provided by operating activities $ 1,490 $ 2,658 (44) %

Cash provided by operating activities $ 594 $ 222 N/M

Capital expenditures (28) (16)

Distributions to noncontrolling interest holders, net

Free cash flow $ 1,232 $ 2,454 (50) %

Free cash flow $ 488 $ 151 N/M

(in millions) 2023 2022 % Change

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

Cash used for financing activities (10,128) (772) N/M

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

Cash used for financing activities (230) (5,205) (96)%

CRITICAL ACCOUNTING ESTIMATES

1 unchanged sentence

As discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in our most recent Form 10-K, we consider an accounting estimate to be critical if it required assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates could have a material effect on our results of operations.

These critical estimates include those related to revenue recognition, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable non-controlling interests.

These critical estimates include those related to revenue recognition, business combinations, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable non-controlling interests.

We base our estimates on historical experience, current developments and on various other assumptions that we believe to be reasonable under these circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that cannot readily be determined from other sources.

5 unchanged sentences

This report contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995.

These statements, including statements about COVID-19 and the completed merger (the “Merger”) between a subsidiary of the Company and IHS Markit Ltd.

These statements, including statements about the completed merger (the “Merger”) between a subsidiary of the Company and IHS Markit Ltd.

(“IHS Markit”), which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as:

8 unchanged sentences

Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:

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

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

• business disruption following the Merger;

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

• worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession, instability in the banking sector and inflation), and factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics (e.g., COVID-19), geopolitical uncertainty (including military conflict), and conditions that may result from legislative, regulatory, trade and policy changes;

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

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

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

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

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

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

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

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

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

• the Company’s exposure to potential criminal sanctions or civil penalties for noncompliance with foreign and U.S.

laws and regulations that are applicable in the domestic and international jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia, Sudan, Syria and Venezuela, anti-corruption laws such as the U.S.

laws and regulations that are applicable in the jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia, Sudan, Syria and Venezuela, anti-corruption laws such as the U.S.

Foreign Corrupt Practices Act and the U.K.

Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions;

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

• the continuously evolving regulatory environment in Europe, the United States and elsewhere around the globe affecting each of our business divisions and the products our business divisions offer, and our compliance therewith;

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

• business disruption following the Merger;

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

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

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

• consolidation of the Company’s customers, suppliers or competitors;

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

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

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

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

• the impact of customer cost-cutting pressures;

• a decline in the demand for our products and services by our customers and other market participants;

• the ability of the Company, and its third-party service providers, to maintain adequate physical and technological infrastructure;

• the Company’s ability to successfully recover from a disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, outbreak of pandemic or contagious diseases, security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made event;

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

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

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

7 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis