What changed in this filing

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Item 1. Financial Statements

2023-07-27 compared with 2023-04-27 · 296 added, 163 removed, 612 unchanged (43% of the section changed)

2 unchanged sentences

Consolidated Statements of Income

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

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

June 30, June 30,

2023 2022 2023 2022

Revenue $ 3,101 $ 2,993 $ 6,261 $ 5,383

4 unchanged sentences

Total expenses 2,082 2,078 4,161 3,923

Gain on dispositions ( 50 ) ( 1,344 )

Loss (gain) on dispositions 119 ( 556 ) 69 ( 1,899 )

Equity in income on unconsolidated subsidiaries ( 11 ) ( 11 ) ( 25 ) ( 15 )

Operating profit 911 1,482 2,056 3,374

Other expense (income), net 11 ( 49 )

Other income, net ( 11 ) ( 1 ) — ( 50 )

Interest expense, net 88 90 174 147

18 unchanged sentences

Consolidated Statements of Comprehensive Income

(in millions) Three Months Ended

(in millions) Three Months Ended Six Months Ended

June 30, June 30,

2023 2022 2023 2022

Net income $ 575 $ 1,051 $ 1,435 $ 2,350

1 unchanged sentence

Foreign currency translation adjustments

30 ( 95 ) 73 ( 116 )

Income tax effect

5 ( 22 ) 8 ( 27 )

35 ( 117 ) 81 ( 143 )

Pension and other postretirement benefit plans

( 12 ) ( 4 ) ( 12 ) 1

Income tax effect

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

( 9 ) ( 3 ) ( 8 ) 1

Unrealized gain on cash flow hedges 28 122 — 229

Income tax effect

( 6 ) ( 31 ) — ( 57 )

Comprehensive income 623 1,022 1,508 2,380

comprehensive income attributable to nonredeemable noncontrolling interests

( 6 ) ( 7 ) ( 11 ) ( 12 )

comprehensive income attributable to redeemable noncontrolling interests

5 unchanged sentences

Consolidated Balance Sheets

(in millions) March 31,

(in millions) June 30,

2023 December 31,

35 unchanged sentences

authorized - 600 million shares;

2023 and 2022 415 million shares

issued - 2023 and 2022 415 million shares

Additional paid-in capital 44,293 44,422

9 unchanged sentences

Consolidated Statements of Cash Flows

(in millions) Three Months Ended

(in millions) Six Months Ended

Operating Activities:

6 unchanged sentences

Stock-based compensation 97 143

Gain on dispositions ( 50 ) ( 1,344 )

Loss (gain) on dispositions 69 ( 1,899 )

Loss on extinguishment of debt, net — 19

13 unchanged sentences

Changes in short-term investments ( 1 ) 4

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

Cash provided by investing activities 656 3,745

Financing Activities:

3 unchanged sentences

Dividends paid to shareholders ( 578 ) ( 472 )

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

Proceeds from noncontrolling interest holders — 410

Distributions to noncontrolling interest holders ( 140 ) ( 126 )

Contingent consideration payments ( 8 ) —

Repurchase of treasury shares ( 1,501 ) ( 8,503 )

Exercise of stock options and other 3 3

Exercise of stock options 7 5

Employee withholding tax on share-based payments ( 79 ) ( 74 )

7 unchanged sentences

Consolidated Statements of Equity

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

(in millions) Common Stock $ 1 par

1 unchanged sentence

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

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

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

Comprehensive income 1

5 unchanged sentences

Change in redemption value of redeemable noncontrolling interest ( 117 ) ( 117 ) ( 117 )

Adjustment to noncontrolling interest ( 2 ) ( 2 ) ( 2 )

Other 4 4 ( 1 ) 3

Balance as of June 30, 2023

$ 415 $ 44,293 $ 18,279 $ ( 813 ) $ 26,706 $ 35,468 $ 91 $ 35,559

Three Months Ended June 30, 2022

(in millions) Common Stock $ 1 par

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

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

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

Three Months Ended March 31, 2022

Comprehensive income 1

972 ( 29 ) 943 7 950

Dividends (Dividend declared per common share — $ 0.85 per share)

( 286 ) ( 286 ) ( 10 ) ( 296 )

Share repurchases ( 225 ) 1,275 ( 1,500 ) ( 1,500 )

Employee stock plans 22 ( 5 ) 27 27

Change in redemption value of redeemable noncontrolling interest 548 548 548

Other ( 1 ) ( 1 ) ( 3 ) ( 4 )

Balance as of June 30, 2022

$ 415 $ 43,242 $ 17,298 $ ( 811 ) $ 20,711 $ 39,433 $ 73 $ 39,506

See accompanying notes to the unaudited consolidated financial statements.

Six Months Ended June 30, 2023

(in millions) Common Stock $ 1 par

6 unchanged sentences

( 578 ) ( 578 ) ( 9 ) ( 587 )

Share repurchases 1,501 ( 1,501 ) ( 1,501 )

Employee stock plans ( 127 ) ( 142 ) 15 15

Change in redemption value of redeemable noncontrolling interest ( 237 ) ( 237 ) ( 237 )

Adjustment to noncontrolling interest ( 2 ) ( 2 ) ( 2 )

Balance as of June 30, 2023 $ 415 $ 44,293 $ 18,279 $ ( 813 ) $ 26,706 $ 35,468 $ 91 $ 35,559

Six Months Ended June 30, 2022

(in millions) Common Stock $ 1 par

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

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

Balance as of December 31, 2021 $ 294 $ 1,031 $ 15,017 $ ( 841 ) $ 13,469 $ 2,032 $ 75 $ 2,107

Comprehensive income 1

2,207 30 2,237 12 2,249

Dividends (Dividend declared per common share — $ 1.62 per share)

( 472 ) ( 472 ) ( 10 ) ( 482 )

Acquisition of IHS Markit 121 43,415 43,536 43,536

3 unchanged sentences

Other ( 1 ) ( 1 ) ( 4 ) ( 5 )

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

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

See accompanying notes to the unaudited consolidated financial statements.

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

1 Excludes comprehensive income of $ 58 million and $ 72 million for the three months ended June 30, 2023 and 2022, respectively, and $ 119 million and $ 131 million for the six months ended June 30, 2023 and 2022, respectively, attributable to our redeemable noncontrolling interest.

S&P Global Inc.

11 unchanged sentences

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

As of May 2, 2023, we completed the sale of Engineering Solutions and the results are included through that date.

On May 2, 2023, we completed the sale of Engineering Solutions to Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co.

We received the full proceeds from the sale of $ 975 million in cash, subject to purchase price adjustments, which we expect to result in approximately $ 750 million in after-tax proceeds.

The assets and liabilities of Engineering Solutions were classified as held for sale in our consolidated balance sheet as of December 31, 2022.

During the three months ended June 30, 2023, we recorded a pre-tax loss of $ 120 million in Loss (gain) on dispositions and disposition-related costs of $ 3 million in selling and general expenses in the consolidated statement of income ($ 189 million after-tax, net of a release of a deferred tax liability of $ 101 million) related to the sale of Engineering Solutions.

During the six months ended June 30, 2023, we recorded a pre-tax loss of $ 120 million in Loss (gain) on dispositions and disposition-related costs of $ 16 million in selling and general expenses in the consolidated statement of income ($ 182 million after-tax, net of a release of a deferred tax liability of $ 157 million) related to the sale of Engineering Solutions.

Following the sale, the assets and liabilities of Engineering Solutions are no longer reported in our consolidated balance sheet as of June 30, 2023.

The transaction 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.

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.

4 unchanged sentences

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

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

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

The operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the full year.

The operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the full year.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, business combinations, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable noncontrolling interests.

1 unchanged sentence

Restricted Cash

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

Restricted cash included in our consolidated balance sheets was $ 1 million as of June 30, 2023 and December 31, 2022.

Contract Assets

Contract assets include unbilled amounts from when the Company transfers service to a customer before a customer pays consideration or before payment is due.

As of March 31, 2023 and December 31, 2022, contract assets were $ 77 million and $ 60 million, respectively, and are included in accounts receivable in our consolidated balance sheets.

As of June 30, 2023 and December 31, 2022, contract assets were $ 97 million and $ 60 million, respectively, and are included in accounts receivable in our consolidated balance sheets.

Unearned Revenue

We record unearned revenue when cash payments are received in advance of our performance.

The increase in the unearned revenue balance at March 31, 2023 compared to December 31, 2022 is primarily driven by cash payments received in advance of satisfying our performance obligations, partially offset by $ 1.1 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period.

The increase in the unearned revenue balance at June 30, 2023 compared to December 31, 2022 is primarily driven by cash payments received in advance of satisfying our performance obligations, partially offset by $ 2.0 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed.

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

As of June 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.0 billion.

We expect to recognize revenue on approximately half and three-quarters of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.

3 unchanged sentences

We have determined that the costs associated with certain sales commission programs are incremental to the costs to obtain contracts with customers and therefore meet the criteria to be capitalized.

Total capitalized costs to obtain a contract were $ 184 million and $ 175 million as of March 31, 2023 and December 31, 2022, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.

Total capitalized costs to obtain a contract were $ 194 million and $ 175 million as of June 30, 2023 and December 31, 2022, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.

The capitalized asset will be amortized over a period consistent with the transfer to the customer of the goods or services to which the asset relates, calculated based on the customer term and the average life of the products and services underlying the contracts which has been determined to be approximately 5 years.

6 unchanged sentences

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

Other Expense (Income), net

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

(in millions) 2023 2022

Other Income, net

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

(in millions) Three Months Six Months

2023 2022 2023 2022

Other components of net periodic benefit cost $ ( 6 ) $ ( 7 ) $ ( 12 ) $ ( 11 )

Net loss (gain) from investments 17 ( 45 )

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

Net (gain) loss from investments ( 5 ) 6 12 ( 39 )

Other income, net $ ( 11 ) $ ( 1 ) $ — $ ( 50 )

Acquisitions and Divestitures

52 unchanged sentences

Total Identified Intangible Assets $ 18,620 21 years

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

On May 2, 2023, we completed the sale of Engineering Solutions to Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co.

We received the full proceeds from the sale of $ 975 million in cash, subject to purchase price adjustments, which we expect to result in approximately $ 750 million in after-tax proceeds.

The assets and liabilities of Engineering Solutions were classified as held for sale in our consolidated balance

sheet as of December 31, 2022.

Following the sale, the assets and liabilities of Engineering Solutions are no longer reported in our consolidated balance sheet as of June 30, 2023.

The transaction 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.

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

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

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

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

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

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

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

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

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

During the six months ended June 30, 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) in Loss (gain) on dispositions related to the sale of a family of leveraged loan indices in our Indices segment.

As a condition of securing regulatory approval for the merger, S&P Global and IHS Markit agreed to divest of certain of their businesses.

S&P Global’s divestitures included CUSIP Global Services (“CGS”), its LCD business and a related family of leveraged loan indices while IHS Markit’s divestitures include Oil Price Information Services (“OPIS”);

S&P Global’s divestitures included CUSIP Global Services (“CGS”), its LCD business and a related family of leveraged loan indices while IHS Markit’s divestitures included Oil Price Information Services (“OPIS”);

Coal, Metals and Mining;

and PetroChem Wire businesses and its Base Chemicals business.

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

During the three and six months ended June 30, 2022, we recorded a pre-tax gain of $ 518 million ($ 396 million after-tax) for the sale of LCD and $ 38 million ($ 31 million after-tax) for the sale of a family of leveraged loan indices in Loss (gain) on dispositions in the consolidated statements of income.

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

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

In March of 2022, we completed the previously announced sale of CGS, a business within our Market Intelligence segment, to FactSet Research Systems Inc.

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

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

During the six months ended June 30, 2022, we recorded a pre-tax gain of $ 1.344 billion ($ 1.006 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.

2 unchanged sentences

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

(in millions) March 31, December 31,

(in millions) June 30, December 31,

Accounts Receivable, net $ — $ 88

7 unchanged sentences

Liabilities of a business held for sale $ — $ 234

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

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

(in millions) 2023 2022

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

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

(in millions) Three Months Six Months

2023 2022 2023 2022

Operating profit 1

$ 4 $ 16 $ 19 $ 50

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

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

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

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

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

T he three and six m onths ended June 30, 2023 excludes a pre-tax loss related to the sale of Engineering Solutions of $ 120 million.

T he three and six m onths ended June 30, 2022 excludes a pre-tax gain related to the sale LCD and a related family of leveraged loan indices of $ 518 million and $ 38 million, respectively.

The six months ended June 30, 2022 also excludes a pre-tax gain related to the sale of CGS of $ 1.3 billion.

The effective income tax rate was 31.1 % and 23.8 % for the three and six months ended June 30, 2023, respectively, and 24.5 % and 27.9 % for the three and six months ended June 30, 2022, respectively.

The higher rate for the three months ended June 30, 2023 was primarily due to the tax charge on divestitures.

The higher rate for the six months ended June 30, 2022 was primarily due to the tax charge on merger related divestitures and deal related non-deductible costs.

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

2 unchanged sentences

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

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

As of June 30, 2023 and December 31, 2022, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 245 million and $ 223 million, respectively, exclusive of interest and penalties.

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

As of March 31, 2023 and December 31, 2022, we had $ 42 million and $ 38 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

As of June 30, 2023 and December 31, 2022, we had $ 47 million and $ 38 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits may decrease by approximately $ 20 million in the next twelve months as a result of the resolution of local tax examinations.

1 unchanged sentence

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

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

This provision affects a significant proportion of the

Company for the first time in 2023.

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

2 unchanged sentences

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

(in millions) March 31,

(in millions) June 30,

2023 December 31,

25 unchanged sentences

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

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

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

5 Interest payments are due semiannually on January 22 and July 22, and as of June 30, 2023, the unamortized debt discount and issuance costs total $ 3 million.

6 Interest payments are due semiannually on March 1 and September 1 and as of June 30, 2023, the unamortized debt discount and issuance costs total $ 12 million.

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

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

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

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

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

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

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

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

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

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

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

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

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

9 Interest payments are due semiannually on June 1 and December 1, and as of June 30, 2023, the unamortized debt discount and issuance costs total $ 3 million.

10 Interest payments are due semiannually on March 1 and September 1 and as of June 30, 2023, the unamortized debt discount and issuance costs total $ 16 million.

11 Interest payments are due semiannually on February 15 and August 15, and as of June 30, 2023, the unamortized debt discount and issuance costs total $ 6 million.

12 Interest payments are due semiannually on March 1 and September 1 and as of June 30, 2023, the unamortized debt discount and issuance costs total $ 27 million.

13 Interest payments are due semiannually on May 15 and November 15, and as of June 30, 2023, the unamortized debt discount and issuance costs total $ 2 million.

14 Interest payments are due semiannually on May 15 and November 15, and as of June 30, 2023, the unamortized debt discount and issuance costs total $ 11 million.

15 Interest payments are due semiannually on June 1 and December 1, and as of June 30, 2023, the unamortized debt discount and issuance costs total $ 10 million.

16 Interest payments are due semiannually on March 1 and September 1 and as of June 30, 2023, the unamortized debt discount and issuance costs total $ 26 million.

17 Interest payments are due semiannually on February 15 and August 15, and as of June 30, 2023, the unamortized debt discount and issuance costs total $ 17 million.

18 Interest payments are due semiannually on March 1 and September 1 and as of June 30, 2023, the unamortized debt discount and issuance costs total $ 14 million.

The fair value of our total debt borrowings was $ 9.4 billion and $ 9.3 billion as of June 30, 2023 and December 31, 2022, respectively, and was estimated based on quoted market prices.

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

1 unchanged sentence

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

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

During the six months ended June 30, 2022, we recognized a $ 19 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 $ 99 million non-cash write-off related to the fair market value step up premium on extinguished debt.

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

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

As of June 30, 2023 and December 31, 2022, respectively, there was $ 740 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.

9 unchanged sentences

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

As of March 31, 2023 and December 31, 2022, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates and cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates.

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

As of June 30, 2023 and December 31, 2022, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates and cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates.

As of June 30, 2023 and December 31, 2022, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing.

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

2 unchanged sentences

Undesignated Derivative Instruments

During the three months ended March 31, 2023 and twelve months ended December 31, 2022, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheets.

During the six months ended June 30, 2023 and twelve months ended December 31, 2022, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheets.

These forward contracts do not qualify for hedge accounting.

As of March 31, 2023 and December 31, 2022, the aggregate notional value of these outstanding forward contracts was $ 1.6 billion and $ 1.8 billion, respectively.

The changes in fair value of these forward contracts are recorded in prepaid and other current assets or other current liabilities in the

consolidated balance sheets with their corresponding change in fair value recognized in selling and general expenses in the consolidated statements of income.

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

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

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

As of June 30, 2023 and December 31, 2022, the aggregate notional value of these outstanding forward contracts was $ 2.0 billion and $ 1.8 billion, respectively.

The changes in fair value of these forward contracts are recorded in prepaid and other current assets or other current liabilities in the consolidated balance sheets with their corresponding change in fair value recognized in selling and general expenses in the consolidated statements of income.

The amount recorded in prepaid and other current assets as of June 30, 2023 and December 31, 2022 was $ 21 million and $ 5 million, respectively.

The amount recorded in other current liabilities as of June 30, 2023 and December 31, 2022 was $ 1 million and $ 37 million, respectively.

The amount recorded in selling and general expense related to these contracts was a net gain of $ 29 million and $ 58 million for three and six months ended June 30, 2023, respectively, and a net loss of $ 49 million and $ 69 million for three and six months ended June 30, 2022, respectively.

Net Investment Hedges

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

As of June 30, 2023 and December 31, 2022, we held cross currency swaps to hedge a portion of our net investment in one of our European subsidiaries against volatility in the Euro/U.S.

dollar exchange rate.

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

As of March 31, 2023 and December 31, 2022, the notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 1 billion.

As of June 30, 2023 and December 31, 2022, the notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 1 billion.

The changes in the fair value of these swaps are recognized in foreign currency translation adjustments, a component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet.

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

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

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

Accordingly, amounts related to the cross currency swaps recognized directly in net income for the three and six months ended June 30, 2023 represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

We recognized net interest income of $ 6 million and $ 12 million for the three and six months ended June 30, 2023 and net interest expense of $ 8 million and $ 18 million for the three and six months ended June 30, 2022, respectively.

Cash Flow Hedges

Foreign Exchange Forward Contracts

During the three months ended March 31, 2023 and the twelve months ended December 31, 2022, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the first quarter of 2025 and the fourth quarter of 2024, respectively.

During the six months ended June 30, 2023 and the twelve months ended December 31, 2022, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the second quarter of 2025 and the fourth quarter of 2024, respectively.

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

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

As of March 31, 2023, we estimate that $ 3 million of pre-tax loss related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.

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

As of June 30, 2023, we estimate that $ 7 million of pre-tax gain related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.

As of June 30, 2023 and December 31, 2022, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 443 million and $ 529 million, respectively.

Interest Rate Swaps

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

As of June 30, 2023 and December 31, 2022, we held positions in a series of interest rate swaps.

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

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

As of March 31, 2023 and December 31,2022, the aggregate notional value of our outstanding interest rate swaps designated as cash flow hedges was $ 1.4 billion.

The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of March 31, 2023 and December 31, 2022:

(in millions) March 31, December 31,

As of June 30, 2023 and December 31,2022, the aggregate notional value of our outstanding interest rate swaps designated as cash flow hedges was $ 1.4 billion.

The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of June 30, 2023 and December 31, 2022:

(in millions) June 30, December 31,

Balance Sheet Location 2023 2022

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Other non-current assets Cross currency swaps $ 54 $ 84

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

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

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

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Cross currency swaps $ ( 22 ) $ 80 Interest expense, net $ ( 1 ) $ ( 1 )

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

(in millions) 2023 2022

2023 2022 2023 2022

Cash flow hedges - designated as hedging instruments

Foreign exchange forward contracts $ 9 $ ( 18 ) Revenue, Selling and general expenses $ 3 $ 1

Interest rate swap contracts $ ( 9 ) $ 248 Interest expense, net $ ( 2 ) $ ( 2 )

Net investment hedges - designated as hedging instruments

Cross currency swaps $ ( 31 ) $ 106 Interest expense, net $ ( 2 ) $ ( 2 )

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

(in millions) Three Months Six Months

2023 2022 2023 2022

Cash Flow Hedges

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Reclassification into earnings, net of tax ( 2 ) 1 ( 3 ) ( 1 )

Net unrealized gains on cash flow hedges, net of taxes, end of period $ 4 $ 1

Net unrealized gains (losses) on cash flow hedges, net of taxes, end of period $ 7 $ ( 9 ) $ 7 $ ( 9 )

Interest rate swap contracts

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Reclassification into earnings, net of tax 1 1 2 2

Net unrealized gains (losses) on net investment hedges, net of taxes, end of period $ 49 $ ( 2 )

Net unrealized gains on net investment hedges, net of taxes, end of period $ 32 $ 62 $ 32 $ 62

Employee Benefits

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

The components of net periodic benefit cost for our retirement plans and postretirement plans for the three months ended March 31 are as follows:

(in millions) 2023 2022

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

(in millions) Three Months Six Months

2023 2022 2023 2022

Service cost $ 1 $ 1 $ 1 $ 1

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Net periodic benefit cost $ ( 5 ) $ ( 6 ) $ ( 11 ) $ ( 12 )

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

Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three and six months ended June 30, 2023 and 2022.

As discussed in our Form 10-K, we changed certain discount rate assumptions for our retirement and postretirement plans and our expected return on assets assumption for our retirement plans which became effective on January 1, 2023.

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

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

We may elect to make additional non-required contributions depending on investment performance or any potential deterioration of our pension plan status in the remaining nine months of 2023.

The effect of the assumption changes on retirement and postretirement expense for the three and six months ended June 30, 2023 did not have a material impact to our financial position, results of operations or cash flows.

In the first six months of 2023, we contributed $ 5 million to our retirement plans and expect to make additional required contributions of approximately $ 5 million to our retirement plans during the remainder of the year.

We may elect to make additional non-required contributions depending on investment performance or any potential deterioration of our pension plan status in the second half of 2023.

Stock-Based Compensation

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

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

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

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

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

Total stock-based compensation expense related to restricted stock and other stock-based awards was $ 97 million for the six months ended June 30, 2023 and $ 143 million for the six months ended June 30, 2022.

Stock-based compensation expense for the six months ended June 30, 2022 primarily related to the early vesting of IHS Markit equity awards as a result of employee terminations and restructuring efforts.

During the six months ended June 30, 2023 , the Com pany granted 0.5 million shares of restricted stock and other stock-based awards, which had a weighted average grant date fair value of $ 350.42 per share.

Total unrecognized compensation expense related to unvested equity awards as of June 30, 2023 wa s $ 235 million, which is expected to be recognized over a weighted average period of 1.7 years .

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

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

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

As of June 30, 2023, 22.9 million shares remained available under the 2022 Repurchase Program and the 2020 repurchase program was complete.

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

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The forward stock purchase contracts were classified as equity instruments.

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

The terms of each ASR agreement entered into during the six months ended June 30, 2023 and 2022, structured as outlined above, are as follows:

(in millions, except average price paid per share)

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Purchased Average Price Paid Per Share Total Cash Utilized

May 8, 2023 1

2.5 — 2.5 $ — $ 1,000

February 13, 2023 2

1.1 0.3 1.4 $ 341.95 $ 500

May 13, 2022 3

3.8 0.6 4.4 $ 343.85 $ 1,500

March 1, 2022 4

15.2 4.1 19.3 $ 362.03 $ 7,000

1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1 billion and initially received shares valued at 87.5 % of the $ 1 billion at a price equal to the market price of the Company's common stock on May 8, 2023 when the Company received an initial delivery of 2.5 million shares from the ASR program.

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

The ASR agreement was executed under our 2022 Repurchase Program.

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

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

We completed the ASR agreement on May 5, 2023 and received an additional 0.3 million shares.

The ASR agreement was executed under our 2022 Repurchase Program.

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

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

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

The ASR agreement was executed under our 2020 Repurchase Program.

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

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

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

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

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

The ASR agreement was executed under our 2020 Repurchase Program.

During the six months ended June 30, 2023, we received 4.3 million shares, including 0.4 million shares received in February of 2023 related to our December 2, 2022 ASR agreement.

During the six months ended June 30, 2023, we purchased a total of 3.9 million shares for $ 1.5 billion of cash.

During the six months ended June 30, 2022, we purchased a total of 19.0 million shares for $ 8.5 billion of cash.

Redeemable Noncontrolling Interests

The agreement with the minority partners that own 27 % of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the

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

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

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

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

We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using

both income and market valuation approaches.

Our income and market valuation approaches incorporate Level 3 fair value measures for instances when observable inputs are not available.

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

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

Changes to redeemable noncontrolling interest during the six months ended June 30, 2023 were as follows:

(in millions)

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Redemption value adjustment 237

Balance as of March 31, 2023

Balance as of June 30, 2023

1 Relates to foreign currency translation adjustments.

Accumulated Other Comprehensive Loss

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

The following table summarizes the changes in the components of accumulated other comprehensive loss for the six months ended June 30, 2023:

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

3 unchanged sentences

Net other comprehensive income (loss) 81 ( 8 ) — 73

Balance as of March 31, 2023

Balance as of June 30, 2023

$ ( 501 ) $ ( 357 ) $ 45 $ ( 813 )

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See Note 5 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss.

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

2 Reflects amortization of net actuarial losses and is net of a tax benefit of less than $ 1 million for the six months ended June 30, 2023.

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

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

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

(in millions, except per share amounts) 2023 2022

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

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

2023 2022 2023 2022

Amounts attributable to S&P Global Inc.

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Basic weighted-average number of common shares outstanding

319.3 338.0 320.3 306.8

Effect of stock options and other dilutive securities 0.5 1.3 0.6 1.2

Diluted weighted-average number of common shares outstanding

319.8 339.3 320.9 308.0

Earnings per share attributable to S&P Global Inc.

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

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

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

For the three and six months ended June 30, 2023 and 2022, there were no stock options excluded.

Restricted performance shares outstanding of 0.8 million and 0.6 million as of June 30, 2023 and 2022, respectively, were excluded.

Restructuring

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

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

The initial restructuring charge recorded and the ending reserve balance as of June 30, 2023 by segment is as follows:

2023 Restructuring Plan 2022 Restructuring Plan

8 unchanged sentences

Total $ 62 $ 56 $ 283 $ 73

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

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

We recorded a pre-tax restructuring charge of $ 62 million primarily related to employee severance charges for the 2023 restructuring plan during the six months ended June 30, 2023 and have reduced the reserve by $ 6 million.

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

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

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

For the six months ended June 30, 2023, we have reduced the reserve for the 2022 restructuring plan by $ 91 million.

The ending reserve balance for the 2021 restructuring plan was $ 2 million and $ 10 million as of June 30, 2023 and December 31, 2022, respectively.

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

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

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

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

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

As of May 2, 2023, we completed the sale of Engineering Solutions and the results are included through that date.

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

Revenue Three Months Six Months

(in millions) 2023 2022 2023 2022

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Total revenue $ 3,101 $ 2,993 $ 6,261 $ 5,383

Operating Profit

Operating Profit Three Months Six Months

(in millions) 2023 2022 2023 2022

1 unchanged sentence

$ 176 $ 702 $ 404 $ 2,191

486 464 962 976

Commodity Insights 4

156 141 343 299

226 270 464 493

Engineering Solutions 7

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

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

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

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

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

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

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

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

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

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

2022 includes acquisition-related costs of $ 1 million.

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

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

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

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

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

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

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

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

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

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

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

2 Operating profit for the three and six months ended June 30, 2023 includes employee severance charges of $ 16 million and $ 22 million, respectively, IHS Markit merger costs of $ 12 million and $ 25 million, respectively, and an asset impairment of $ 5 million.

Operating profit for the six months ended June 30, 2023 includes a gain on dispositions of $ 46 million.

Operating profit for the three and six months ended June 30, 2022 includes a gain on dispositions of $ 518 million and $ 1.9 billion, respectively, employee severance charges of $ 13 million and $ 31 million, respectively, IHS Markit merger costs of $ 12 million and $ 15 million, respectively, and acquisition-related costs of $ 1 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 140 million and $ 133 million for the three months ended June 30, 2023 and 2022, respectively, and $ 281 million and $ 197 million for the six months ended June 30, 2023 and 2022, respectively.

3 Operating profit for the three and six months ended June 30, 2023 includes employee severance charges of $ 4 million and $ 5 million, respectively.

Operating profit for the three and six months ended June 30, 2022 includes employee severance charges of $ 7 million and $ 12 million, respectively.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 2 million for the three months ended June 30, 2023 and 2022, and $ 4 million and $ 3 million for the six months ended June 30, 2023 and 2022, respectively.

4 Operating profit for the three and six months ended June 30, 2023 includes employee severance charges of $ 14 million and $ 15 million, respectively, and IHS Markit merger costs of $ 8 million and $ 20 million, respectively.

Operating profit for the three and six months ended June 30, 2022 includes employee severance costs of $ 17 million and $ 24 million, respectively, and IHS Markit merger costs of $ 4 million and $ 6 million, respectively.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 33 million and $ 32 million for the three months ended June 30, 2023 and 2022, respectively, and $ 66 million and $ 45 million for the six months ended June 30, 2023 and 2022, respectively.

5 Operating profit for the three and six months ended June 30, 2023 includes employee severance charges of $ 3 million and $ 4 million, respectively, and acquisition-related costs of $ 1 million.

Operating profit for the six months ended June 30, 2023 includes IHS Markit merger costs of $ 1 million.

Operating profit for the three and six months ended June 30, 2022 includes acquisition-related costs of $ 3 million and $ 4 million, respectively, employee severance charges of $ 2 million and IHS Markit merger costs of $ 1 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 76 million and $ 77 million for the three months ended June 30, 2023 and 2022, respectively, and $ 150 million and $ 101 million for the six months ended June 30, 2023 and 2022, respectively.

6 Operating profit for the three and six months ended June 30, 2023 includes employee severance charges of $ 2 million and $ 3 million, respectively, and IHS Markit merger costs of $ 1 million and $ 2 million, respectively.

Operating profit for the six months ended June 30, 2023 includes a gain on disposition of $ 4 million.

Operating profit for the three and six months ended June 30, 2022 includes a gain on disposition of $ 38 million, employee severance charges of $ 2 million and $ 4 million, respectively, and IHS Markit merger costs of $ 1 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 9 million for the three months ended June 30, 2023 and 2022 and $ 18 million and $ 13 million for the six months ended June 30, 2023 and 2022, respectively.

7 As of May 2, 2023, we completed the sale of Engineering Solutions and the results are included through that date.

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 15 million for the three months ended June 30, 2022 and $ 1 million and $ 19 million for the six months ended June 30, 2023 and 2022, respectively.

8 Corporate Unallocated expense for the three and six months ended June 30, 2023 includes a loss on disposition of $ 120 million, IHS Markit merger costs of $ 30 million and $ 66 million, respectively, lease impairments of $ 15 million, employee severance charges of $ 12 million and $ 14 million, respectively, disposition-related costs of $ 3 million and $ 16 million, respectively, and acquisition-related costs of $ 1 million and $ 2 million, respectively.

Corporate Unallocated expense for the three and six months ended June 30, 2022 includes IHS Markit merger costs of $ 117 million and $ 357 million, respectively, employee severance charges of $ 18 million and $ 64 million, respectively, acquisition-related costs of $ 4 million and $ 5 million, respectively, and asset write-offs of $ 3 million.

The six months ended June 30, 2022 includes a S&P Foundation grant of $ 200 million and lease impairments of $ 5 million.

Additionally, Corporate Unallocated expense includes amortization of intangibles from acquisitions of $ 1 million for the three months ended June 30, 2023 and $ 2 million and $ 1 million for the six months ended June 30, 2023 and 2022, respectively.

9 Equity in Income on Unconsolidated Subsidiaries includes amortization of intangibles from acquisitions of $ 14 million for the three months ended June 30, 2023 and 2022 and $ 28 million for the six months ended June 30, 2023 and 2022.

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

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

Three Months Ended June 30, 2023

Subscription $ 910 $ — $ 420 $ 292 $ 70 $ 31 $ — $ 1,723

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

Six Months Ended June 30, 2023

Subscription $ 1,800 $ — $ 829 $ 573 $ 136 $ 125 $ — $ 3,463

8 unchanged sentences

Services transferred over time

2,055 914 866 573 689 125 ( 83 ) 5,139

Total revenue $ 2,150 $ 1,675 $ 970 $ 727 $ 689 $ 133 $ ( 83 ) $ 6,261

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

Three Months Ended June 30, 2022

Subscription $ 867 $ — $ 397 $ 264 $ 68 $ 89 $ — $ 1,685

Non-subscription / Transaction 42 344 26 73 — 7 — 492

Non-transaction — 452 — — — — ( 43 ) 409

Asset-linked fees — — — — 214 — — 214

Sales usage-based royalties — — 15 — 57 — — 72

Recurring variable revenue 121 — — — — 121

Total revenue $ 1,030 $ 796 $ 438 $ 337 $ 339 $ 96 $ ( 43 ) $ 2,993

Timing of revenue recognition

Services transferred at a point in time $ 42 $ 344 $ 26 $ 73 $ — $ 7 $ — $ 492

Services transferred over time 988 452 412 264 339 89 ( 43 ) 2,501

Total revenue $ 1,030 $ 796 $ 438 $ 337 $ 339 $ 96 $ ( 43 ) $ 2,993

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

Six Months Ended June 30, 2022

Subscription $ 1,526 $ — $ 694 $ 350 $ 121 $ 119 $ — $ 2,810

Non-subscription / Transaction 71 747 74 102 — 10 — 1,004

Non-transaction — 916 — — — — ( 81 ) 835

Asset-linked fees — — — — 433 — — 433

Sales usage-based royalties — — 33 — 107 — — 140

Recurring variable revenue 161 — — — — — — 161

Total revenue $ 1,758 $ 1,663 $ 801 $ 452 $ 661 $ 129 $ ( 81 ) $ 5,383

Timing of revenue recognition

Services transferred at a point in time $ 71 $ 747 $ 74 $ 102 $ — $ 10 $ — $ 1,004

Services transferred over time 1,687 916 727 350 661 119 ( 81 ) 4,379

Total revenue $ 1,758 $ 1,663 $ 801 $ 452 $ 661 $ 129 $ ( 81 ) $ 5,383

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

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

(in millions) 2023 2022

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

(in millions) Three Months Six Months

2023 2022 2023 2022

$ 1,865 $ 1,782 $ 3,791 $ 3,208

European region 703 699 1,414 1,266

Asia 342 326 679 590

Rest of the world 191 186 377 319

11 unchanged sentences

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

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

During the three and six months ended June 30, 2023 we a recorded pre-tax impairment charge of $ 5 million and $ 11 million related to the impairment and abandonment of operating lease related ROU assets.

During the three and six months ended June 30, 2022 we a recorded pre-tax impairment charge of $ 20 million and $ 25 million, respectively, related to the impairment and abandonment of operating lease related ROU assets.The pre-tax impairment charge recorded during the three months ended

June 30, 2022 is primarily associated with consolidating our real estate facilities following the merger with IHS Markit.

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

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

(in millions) March 31, December 31,

The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of June 30, 2023 and December 31, 2022:

(in millions) June 30, December 31,

Balance Sheet Location 2023 2022

2 unchanged sentences

Lease liabilities — non-current Non-current lease liabilities 547 577

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

(in millions) 2023 2022

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

(in millions) Three Months Six Months

2023 2022 2023 2022

Operating lease cost $ 36 $ 39 $ 66 $ 71

1 unchanged sentence

Total lease cost $ 31 $ 38 $ 57 $ 69

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

(in millions) 2023 2022

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

(in millions) Three Months Six Months

2023 2022 2023 2022

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

3 unchanged sentences

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

March 31, December 31,

June 30, December 31,

Weighted-average remaining lease term (years) 6.4 6.6

2 unchanged sentences

(in millions)

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

2023 (Excluding the six months ended June 30, 2023)

2028 and beyond 269

5 unchanged sentences

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

During the three months ended March 31, 2023 and 2022, S&P Dow Jones Indices LLC earned $ 44 million and $ 41 million, respectively, of revenue under the terms of the License Agreement.

During the three and six months ended June 30, 2023, S&P Dow Jones Indices LLC earned $ 45 million and $ 89 million, respectively, of revenue under the terms of the License Agreement.

During the three and six months ended June 30, 2022, S&P Dow Jones Indices LLC earned $ 46 million and $ 87 million, respectively, of revenue under the terms of the License Agreement.

The entire amount of this revenue is included in our consolidated statement of income and the portion related to the 27 % noncontrolling interest is removed in net income attributable to noncontrolling interests.

24 unchanged sentences

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

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

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

We do not expect this guidance to have a significant impact on our consolidated financial statements.

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

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

4 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements