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Item 2. Management’s Discussion and Analysis

2023-07-27 compared with 2023-04-27 · 371 added, 192 removed, 544 unchanged (51% 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 months ended March 31, 2023.

(together with its consolidated subsidiaries, (“S&P Global,” the “Company,” “we,” “us” or “our”) for the three and six months ended June 30, 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 Months Ended March 31, 2023 and 2022

• Results of Operations — Comparing the Three and Six Months Ended June 30, 2023 and 2022

• Liquidity and Capital Resources

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

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.

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.

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 IH S Markit.

See Note 2 - Acquisitions and Divestitures for additional information.

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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

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

(in millions) Three Months Six Months

2023 2022 % Change 1

Revenue $ 3,101 $ 2,993 4% $ 6,261 $ 5,383 16%

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

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.

2 Operating profit for the three months ended June 30, 2023 includes a loss on disposition of $120 million, IHS Markit merger costs of $51 million, employee severance charges of $51 million, disposition-related costs of $3 million, and acquisition-related costs of $2 million.

Operating profit for the six months ended June 30, 2023 includes IHS Markit merger costs of $115 million, a loss on disposition of $69 million, employee severance charges of $62 million, disposition-related costs of $16 million, and acquisition-related costs of $3 million.

Operating profit for the three and six months ended June 30, 2023 includes lease impairments of $15 million and asset impairment of $5 million.

Operating profit for the three months ended June 30, 2022 includes a gain on dispositions of $556 million, IHS Markit merger costs of $135 million, employee severance charges of $61 million, acquisition-related costs of $7 million and an asset impairment of $3 million.

Operating profit for the six months ended June 30, 2022 includes a gain on dispositions of $1.9 billion, IHS Markit merger costs of $379 million, a S&P Foundation grant of $200 million, employee severance charges of $139 million, acquisition-related costs of $8 million, lease impairments of $5 million and an asset write-off of $3 million.

Operating profit also includes amortization of intangibles from acquisitions of $275 million and $282 million for the three months ended June 30, 2023 and 2022, respectively, and $550 million and $407 million for the six months ended June 30, 2023 and 2022, respectively.

Revenue increased 4% driven by increases at Ratings, Market Intelligence, Mobility, Commodity Insights and Indices, partially offset by a decrease at Engineering Solutions which was unfavorably impacted by its sale on May 2, 2023.

The increase at Ratings was primarily due to growth in corporate bond ratings transaction revenue driven by increased investment-grade and high-yield issuance volumes due to an increase in refinancing activity.

The increase at Market Intelligence was primarily due to subscription revenue growth for data feed products within Data and Advisory Solutions, work flow solutions at Enterprise Solutions, Desktop products, and RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions.

The increase at Mobility was primarily due to price increases and new business growth within the Dealer business as well as the favorable impact of the acquisition of Market Scan in February of 2023.

Revenue growth at Commodity Insights was primarily due to continued demand for market data and market insights products.

The increase at Indices was primarily due to higher exchange-traded derivative revenue and higher data subscription revenue.

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

Operating profit decreased 39%.

Excluding the unfavorable impact of a higher gain on dispositions in 2022 of 45 percentage points and higher lease impairments in 2023 of 1 percentage point, partially offset by higher IHS Markit merger costs in 2022 of 6 percentage points, operating profit increased 1%.

The increase was primarily due to revenue growth, partially offset by increased incentives and higher compensation costs.

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

Revenue increased 16% 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 & Advisory Solutions at Market Intelligence;

subscription revenue growth for Desktop products, RatingsXpress®, RatingsDirect®, and 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 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.

and growth in corporate bond ratings transaction revenue driven by increased investment-grade and high-yield issuance volumes due to an increase in refinancing activity at Ratings.

These increases were partially offset by a decrease at Engineering Solutions which was unfavorably impacted by the sale on May 2, 2023 and lower bank loan ratings revenue at Ratings.

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

Operating profit decreased 39%.

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.

Excluding the unfavorable impact of a higher gain on dispositions in 2022 of 61 percentage points and higher amortization of intangibles in 2023 of 4 percentage points, partially offset by the impact of higher IHS Markit merger costs in 2022 of 8 percentage points, the impact of a S&P Foundation grant in 2022 of 6 percentage points and higher employee severance charges in 2022 of 2 percentage points, operating profit increased 10%.

The increase was primarily due to revenue growth, partially offset by expenses associated with the merger with IHS Markit, increased incentives, higher compensation costs and an increase in technology costs.

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

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

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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 MONTHS ENDED MARCH 31, 2023 AND 2022

RESULTS OF OPERATIONS — COMPARING THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

Consolidated Review

(in millions) 2023 2022 % Change

(in millions) Three Months Six Months

2023 2022 % Change 2023 2022 % Change

Revenue $ 3,101 $ 2,993 4% $ 6,261 $ 5,383 16%

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Selling and general expenses 771 768 —% 1,476 1,726 (14)%

Depreciation and amortization 287 137 N/M

Depreciation and amortization 285 303 (6)% 571 441 30%

Total expenses 2,082 2,078 —% 4,161 3,923 6%

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

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

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

Equity in Income on Unconsolidated Subsidiaries (11) (11) —% (25) (15) 74%

Operating profit 911 1,482 (39)% 2,056 3,374 (39)%

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

Other income, net (11) (1) N/M — (50) N/M

Interest expense, net 88 90 (1)% 174 147 19%

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

Loss on extinguishment of debt, net — 2 N/M — 19 N/M

Provision for taxes on income 259 340 (24)% 447 908 (51)%

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

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

(in millions) 2023 2022 % Change

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

(in millions) Three Months Six Months

2023 2022 % Change 2023 2022 % Change

Revenue $ 3,101 $ 2,993 4% $ 6,261 $ 5,383 16%

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Sales usage-based royalties 85 72 19% 170 140 20%

Recurring variable 125 40 N/M

Recurring variable 130 121 8% 255 161 58%

% of total revenue:

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International revenue 40 % 40 % 39 % 40 %

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

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

Revenue increased 4% as compared to the three months ended June 30, 2022.

Subscription revenue increased due growth in data feed products within Data and Advisory Solutions, work flow solutions at Enterprise Solutions, Desktop products, and RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions at Market Intelligence, price increases and new business growth within the Dealer business as well as the favorable impact of the acquisition of Market Scan in February of 2023 at Mobility, continued demand for Commodity Insights market data and market insights products and higher data subscription revenue at Indices, partially offset by a decrease at Engineering Solutions which was unfavorably impacted by its sale on May 2, 2023.

Non-subscription / transaction revenue increased primarily due to growth in corporate bond ratings revenue driven by increased investment-grade and high-yield issuance volumes due to an increase in refinancing activity at Ratings.

Non-transaction revenue increased due to an increase in surveillance revenue, higher Ratings Evaluation Service (“RES”) revenue and an increase in revenue at our CRISIL subsidiary, partially offset by a decrease in new entity credit ratings revenue.

Asset linked fees decreased at Indices driven by product mix.

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 fixed income new issuance volumes.

See “Segment Review” below for further information.

The unfavorable impact of foreign exchange rates reduced revenue by less than 1 percentage point.

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

Revenue increased 16% as compared to the six months ended June 30, 2022.

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, 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.

Non-subscription / transaction revenue increased due to the impact of the merger with IHS Markit, growth in corporate bond ratings revenue driven by increased investment-grade and high-yield issuance volumes due to an increase in refinancing activity at Ratings 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, partially offset by an increase in surveillance revenue and an increase in revenue at our CRISIL subsidiary.

Asset linked fees decreased at Indices driven by product mix.

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

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See “Segment Review” below for further information.

The unfavorable impact of foreign exchange rates reduced revenue by 2 percentage points.

The unfavorable impact of foreign exchange rates reduced revenue by 1 percentage point.

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

Total Expenses

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:

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

(in millions) 2023 2022 % Change

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154 117 139 124 11% (5)%

99 117 30 41 N/M N/M

100 122 86 114 16% 7%

58 54 52 43 12% 24%

Engineering Solutions 6

64 20 21 7 N/M N/M

22 6 59 22 (62)% (71)%

Intersegment eliminations 7

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

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.

1 In 2023 selling and general expenses include employee severance charges of $16 million, IHS Markit merger costs of $12 million, and an asset impairment of $5 million.

In 2022, selling and general expenses include include employee severance charges of $13 million, IHS Markit merger costs of $12 million, and acquisition-related costs of $1 million.

2 In 2023 and 2022, selling and general expenses include employee severance charges of $4 million and $7 million, respectively.

3 In 2023, selling and general expenses include employee severance charges of $14 million and IHS Markit merger costs of $8 million.

In 2022, selling and general expenses include employee severance costs of $17 million and acquisition-related costs of $4 million.

4 In 2023, selling and general expenses include employee severance charges of $3 million and acquisition-related costs of $1 million.

In 2022, selling and general expenses include acquisition-related costs of $3 million, employee severance charges of $2 million, and IHS Markit merger costs of $1 million.

5 In 2023, selling and general expenses include employee severance charges of $2 million and IHS Markit merger costs of $1 million.

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

6 In 2022, selling and general expenses include 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 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.

8 In 2023, selling and general expenses include IHS Markit merger costs of $30 million, lease impairments of $15 million, employee severance charges of $12 million, disposition-related costs of $3 million, and acquisition-related costs of $1 million.

In 2022, selling and general expenses include IHS Markit merger costs of $117 million, employee severance charges of $18 million, acquisition-related costs of $4 million, and an asset write-off of $3 million.

Operating-Related Expenses

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

Operating-related expenses increased 2% primarily driven by increased incentives 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 less than 1%.

Excluding the favorable impact of higher IHS Markit merger costs in 2022 of 15 percentage points, higher employee severance charges in 2022 of 2 percentage points, higher acquisition-related costs in 2022 of 1 percentage point, partially offset by higher lease impairments in 2023 of 3 percentage points, selling and general expenses increased 15%.

The increase was primarily driven by increased incentives and higher compensation costs.

Depreciation and Amortization

Depreciation and amortization decreased to $285 million in 2023 compared to $303 million in 2022, primarily due to lower depreciation driven by asset disposals and lower intangible asset amortization driven by the impact of the sale of Engineering Solutions on May 2, 2023.

(in millions) 2023 2022 % Change

related expenses Selling and

general expenses Operating-

related expenses Selling and

general expenses Operating-

related expenses Selling and

general expenses

Market Intelligence 1

$ 974 $ 519 $ 779 $ 431 25% 20%

468 226 463 200 1% 13%

Commodity Insights 3

337 221 253 202 33% 10%

200 239 117 155 71% 54%

111 98 99 88 11% 11%

Engineering Solutions 6

85 27 79 29 8% (7)%

Intersegment eliminations 7

(83) — (81) — (2)% N/M

Total segments 2,092 1,330 1,709 1,105 22% 20%

Corporate Unallocated expense 8

22 146 47 621 (54)% (76)%

Total $ 2,114 $ 1,476 $ 1,756 $ 1,726 20% (14)%

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

1 In 2023 selling and general expenses include IHS Markit merger costs of $25 million, employee severance charges of $22 million, and an asset impairment of $5 million.

In 2022, selling and general expenses include employee severance charges of $31 million, IHS Markit merger costs of $15 million and acquisition-related costs of $1 million.

2 In 2023 and 2022, selling and general expenses include employee severance charges of $5 million and $12 million, respectively.

3 In 2023, selling and general expenses include IHS Markit merger costs of $20 million and employee severance charges of $15 million.

In 2022, selling and general expenses include employee severance costs of $24 million and IHS Markit merger costs of $6 million.

4 In 2023, selling and general expenses include employee severance charges of $4 million, acquisition-related costs of $1 million, and IHS Markit merger costs of $1 million.

In 2022, selling and general expenses include acquisition-related costs of $4 million, employee severance charges of $2 million, and IHS Markit merger costs of $1 million.

5 In 2023, selling and general expenses include employee severance charges of $3 million and IHS Markit merger costs of $2 million.

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 $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 2023, selling and general expenses include IHS Markit merger costs of $66 million, lease impairments of $15 million, disposition-related costs of $16 million, employee severance charges of $14 million, and acquisition-related costs of $2 million.

In 2022, selling and general expenses include IHS Markit merger costs of $357 million, a S&P Foundation grant of $200 million, employee severance charges of $64 million, acquisition-related costs of $5 million, lease impairments of $5 million, and an asset write-off of $3 million.

Operating-Related Expenses

Operating-related expenses increased 20% primarily driven by the impact of the merger with IHS Markit, increased incentives 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 decreased 14%.

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.

Excluding the favorable impact of higher IHS Markit merger costs in 2022 of 21

percentage points, a S&P Foundation grant in 2022 of 16 percentage points and higher employee severance charges in 2022 of 6 percentage points, partially offset by disposition-related costs in 2023 of 1 percentage points and higher lease impairments in 2023 of 1 percentage point, selling and general expenses increased 27%.

The increase was primarily driven by the impact of the merger with IHS Markit, increased incentives 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.

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:

Depreciation and amortization increased to $571 million in 2023 compared to $441 million in 2022, primarily due to higher intangible asset amortization driven by the impact of the merger with IHS Markit, partially offset by lower intangible asset amortization driven by the impact of the sale of Engineering Solutions on May 2, 2023.

Loss (Gain) on Dispositions

During the three and six months ended June 30, 2023, we completed the following disposition and received a contingent payment that were included in Loss (gain) on dispositions in the consolidated statements of income:

• 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.

• 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:

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) related to the sale of a family of leveraged loan indices in our Indices segment.

During the six months ended June 30, 2022, we completed the following dispositions that were included in Loss (gain) on dispositions in the consolidated statement of income:

• 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 CUSIP Global Services (“CGS”), a business within our Market Intelligence segment, to FactSet Research Systems Inc.

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

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

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 Oil Price Information Services (“OPIS”) to News Corp for $1.150 billion in cash.

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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 three months ended March 31:

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

(in millions) 2023 2022 % Change

2 unchanged sentences

Commodity Insights 3

226 270 (16)%

Engineering Solutions 6

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

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.

1 2023 includes employee severance charges of $16 million, IHS Markit merger costs of $12 million, and an asset impairment of $5 million.

2022 includes a gain on disposition of $518 million, employee severance charges of $13 million, IHS Markit merger costs of $12 million, and acquisition-related costs of $1 million.

2023 and 2022 include amortization of intangibles from acquisitions of $140 million and $133 million, respectively.

1 unchanged sentence

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.

3 2023 includes employee severance charges of $14 million and IHS Markit merger costs of $8 million.

2022 includes employee severance charges of $17 million and IHS Markit merger costs of $4 million.

2023 and 2022 include amortization of intangibles from acquisitions of $33 million and $32 million, respectively.

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.

4 2023 includes employee severance charges of $3 million and acquisition-related costs of $1 million.

2022 includes acquisition-related costs of $3 million, employee severance charges of $2 million, and IHS Markit merger costs of $1 million.

2023 and 2022 include amortization of intangibles from acquisitions of $76 million a nd $77 million , respectively.

5 2023 includes employee severance charges of $2 million and IHS Markit merger costs of $1 million.

2022 includes a gain on disposition of $38 million, employee severance charges of $2 million, and IHS Markit merger costs of $1 million.

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

6 2022 includes employee severance charges of $1 million.

2022 includes amortization of intangibles from acquisitions of $15 million.

7 2023 includes a loss on disposition of $120 million, IHS Markit merger costs of $30 million, lease impairments of $15 million, employee severance charges of $12 million, disposition-related costs of $3 million, and acquisition-related costs of $1 million.

2022 includes IHS Markit merger costs of $117 million, employee severance charges of $18 million, acquisition-related costs of $4 million, and an asset write-off of $3 million.

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

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

Segment Operating Profit — Segment operating profit decreased 32% as compared to 2022.

Excluding the unfavorable impact of a higher gain on dispositions in 2022 of 34 percentage points, segment operating profit increased 2%.

The increase was primarily due to revenue growth, partially offset by increased incentives and higher compensation costs.

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 31% compared to 2022.

Excluding the impact of a loss on disposition in 2023 of 103 percentage points and lease impairments in 2023 of 13 percentage points, partially offset by higher IHS Markit merger costs in 2022 of 76 percentage points, higher employee severance charges in 2022 of 5 percentage points and an asset write-off in 2022 of 3 percentage points, Corporate Unallocated expense increased 63% primarily due to increased incentives.

Equity in Income on Unconsolidated Subsidiaries — The Company holds an investment in a 50/50 joint venture arrangement with shared control with CME Group that combined each 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 $11 million for the three months ended June 30, 2023 and June 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 business’s functional currency.

(in millions) 2023 2022 % Change

Market Intelligence 1

$ 404 $ 2,191 (82)%

Commodity Insights 3

Engineering Solutions 6

Total segment operating profit 2,325 4,037 (42)%

Corporate Unallocated expense 7

(294) (678) 57%

Equity in Income on Unconsolidated Subsidiaries 8

Total operating profit $ 2,056 $ 3,374 (39)%

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

1 2023 includes a gain on disposition of $46 million, IHS Markit merger costs of $25 million, employee severance charges of $22 million, and an asset impairment of $5 million.

2022 includes a gain on disposition of $1.9 billion, employee severance charges of $31 million, IHS Markit merger costs of $15 million, and acquisition-related costs of $1 million.

2023 and 2022 include amortization of intangibles from acquisitions of $281 million and $197 million, respectively.

2 2023 and 2022 include employee severance charges of $5 million and $12 million, respectively.

2023 and 2022 include amortization of intangibles from acquisitions of $4 million and $3 million, respectively.

3 2023 includes IHS Markit merger costs of $20 million and employee severance charges of $15 million.

2022 includes employee severance charges of $24 million and IHS Markit merger costs of $6 million.

2023 and 2022 include amortization of intangibles from acquisitions of $66 million and $45 million, respectively.

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

2022 includes acquisition-related costs of $4 million, employee severance charges of $2 million, and IHS Markit merger costs of $1 million.

2023 and 2022 include amortization of intangibles from acquisitions of $150 million a nd $101 million , respectively.

5 2023 includes a gain on disposition of $4 million, employee severance charges of $3 million, and IHS Markit merger costs of $2 million.

2022 includes a gain on disposition of $38 million, employee severance charges of $4 million, and IHS Markit merger costs of $1 million.

2023 and 2022 include amortization of intangibles from acquisitions of $18 million and $13 million, respectively.

6 2022 includes employee severance charges of $2 million.

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

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

2023 and 2022 include amortization of intangibles from acquisitions of $1 million and $19 million, respectively.

7 2023 includes a loss on disposition of $120 million, IHS Markit merger costs of $66 million, lease impairments of $15 million, employee severance charges of $14 million, disposition-related costs of $16 million, and acquisition-related costs of $2 million.

2022 includes IHS Markit merger costs of $357 million, S&P Foundation grant of $200 million, employee severance charges of $64 million, acquisition-related costs of $5 million, lease impairments of $5 million, and an asset write-off of $3 million.

2023 and 2022 include amortization of intangibles from acquisitions of $2 million and $1 million, respectively.

8 2023 and 2022 include amortization of intangibles from acquisitions of $28 million.

Segment Operating Profit — Segment operating profit decreased 42% as compared to 2022.

Excluding the unfavorable impact of a higher gain on dispositions in 2022 of 49 percentage points, higher amortization of intangibles from acquisitions in 2023 of 4 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 11%.

The increase was primarily due to revenue growth, partially offset by increased incentives, higher compensation costs and an increase in technology costs.

See “Segment Review” below for further information.

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Corporate Unallocated expense decreased 57% 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.

Excluding the impact of higher IHS Markit merger costs in 2022 of 70 percentage points, a S&P Foundation grant in 2022 of 48 percentage points, higher employee severance charges in 2022 of 12 percentage points and higher acquisition-related costs in 2022 of 1 percentage point, partially offset by a loss on disposition in 2023 of 28 percentage points, disposition-related costs in 2023 of 4 percentage points and lease impairments of 2 percentage points, Corporate Unallocated expense increased 40% primarily due to increased incentives.

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 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.

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 $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.

Equity in Income on Unconsolidated Subsidiaries was $25 million and $15 million for the six months ended June 30, 2023 and June 30, 2022, respectively.

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.

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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.

Other Income, net

Other 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 income, net increased compared to the three months ended June 30, 2022 primarily due to gains on our mark-to-market investments in 2023 compared to losses in 2022 and decreased compared to the six months ended June 30, 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 $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.

Interest expense, net decreased $2 million compared to the three months ended June 30, 2022.

Interest expense, net increased $27 million compared to the six months ended June 30, 2022, primarily due to higher debt balances in 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.

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.

Provision for Income Taxes

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.

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.

Segment Review

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

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.

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 in Loss (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.

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.

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

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

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

(in millions) 2023 2022 % Change

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

(in millions) Three Months Six Months

2023 2022 % Change 2023 2022 % Change

Revenue $ 1,079 $ 1,030 5% $ 2,150 $ 1,758 22%

Subscription revenue $ 910 $ 867 5% $ 1,800 $ 1,526 18%

Recurring variable revenue $ 125 $ 40 N/M

Recurring variable revenue $ 130 $ 121 8% $ 255 $ 161 58%

Non-subscription revenue $ 39 $ 42 (8)% $ 95 $ 71 33%

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Operating margin % 16 % 68 % 19 % 125 %

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

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.

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

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

1 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.

Revenue increased 5% primarily due to subscription revenue growth for data feed products within Data and Advisory Solutions, work flow solutions at Enterprise Solutions, Market Intelligence Desktop products, and RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions.

An increase in recurring variable revenue due to fixed income new issuance volumes also contributed to revenue growth.

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

Operating profit decreas ed 75%.

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.

Excludi ng the impact of a gain on dispositions in 2022 of 75 percentage points and higher amortization of intangibles in 2023 of 1 percentage point, operating profit increased 1% primarily due to revenue growth, partially offset by higher compensation costs and increased incentives.

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

Revenue increased 22% primarily due to the impact of the merger with IHS Markit.

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

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

Operating profit decreased 82%.

Ex cludi ng the impact of a higher gain on dispositions in 2022 of 97 percentage points, higher

amortization of intangibles in 2023 of 5 percentage points and higher IHS Markit merger costs in 2023 of 1 percentage point, operating profit increased 21% primarily due to revenue growth, partially offset by expenses associated with the merger with IHS Markit, higher compensation costs and increased incentives.

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

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.

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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 $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

Royalty revenue was $38 million and $74 million three and six months ended June 30, 2023 and 2022, respectively, and $36 million and $70 million for the three and six months ended June 30, 2022, respectively.

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

(in millions) Three Months Six Months

2023 2022 % Change 2023 2022 % Change

Revenue $ 851 $ 796 7% $ 1,675 $ 1,663 1%

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Transaction revenue

45 % 43 % 45 % 45 %

Non-transaction revenue

55 % 57 % 55 % 55 %

revenue $ 466 $ 438 6% $ 926 $ 912 2%

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Operating margin % 57 % 58 % 57 % 59 %

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

1 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.

Revenue increased 7%, with an unfavorable impact from foreign exchange rates of less than 1 percentage point.

Transaction revenue increased due to growth in corporate bond ratings revenue driven by increased investment-grade and high-yield issuance volumes primarily due to higher refinancing activity, partially offset by a decrease in structured finance revenues and 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 increased 5%, 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 1 percentage point, operating profit increased 4% due to revenue growth, partially offset by prior-year write-downs in incentive compensation as result of financial performance and higher current-year compensation costs.

Revenue increased 1%, with an unfavorable impact from foreign exchange rates of 1 percentage point.

Transaction revenue increased due to growth in corporate bond ratings revenue driven by increased investment-grade and high-yield issuance volumes primarily due to higher refinancing activity, partially offset by lower bank loan ratings revenue driven by decreased issuance volumes.

Non-transaction revenue decreased due to a decrease in new entity credit ratings revenue, partially offset by an increase in surveillance revenue and an increase in revenue at our CRISIL subsidiary.

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

Operating profit decreased 1%, 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.

Excluding the impact of higher employee severance charges in 2022 of 1 percentage point, operating profit decreased 2% primarily due to prior-year write-downs in incentive compensation as result of financial performance and higher current-year compensation costs, partially offset by revenue growth.

Market Issuance Volumes

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

First Quarter

Second Quarter

Compared to Prior Year Year-to-Date

Compared to Prior Year

Corporate Bond Issuance * U.S.

Europe Global U.S.

Europe Global

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** Includes rated and non-rated issuance.

• Corporate issuance was down in the U.S.

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

• Corporate issuance was up in the second quarter and first half of 2023 in the U.S.

and Europe driven by strong increases in high-yield issuance and investment-grade issuance in the quarter due to an increase in refinancing activity ahead of the U.S.

debt ceiling expiration date and anticipated interest rate increases.

Second Quarter Compared to Prior Year Year-to-Date Compared to Prior Year

Structured Finance Issuance U.S.

Europe Global U.S.

Europe Global

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• ABS issuance decreased in the U.S.

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

driven by a decline in Credit Cards 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 primarily due to a decline in refinancing.

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

structured credit markets due to a decline in new and refinancing issuance and down in Europe due to a decline in refinancing issuance.

• CMBS 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.

• RMBS issuance was down in the U.S.

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 with the elimination of cheaper government funding programs.

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.

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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

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

(in millions) Three Months Six Months

2023 2022 % Change 2023 2022 % Change

Revenue $ 462 $ 438 5% $ 970 $ 801 21%

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Operating margin % 34 % 32 % 35 % 37 %

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

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.

1 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.

Revenue increased 5% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts and higher conference revenue.

An increase in sales usage-based royalties from the licensing of our proprietary market data and price assessments to commodity exchanges mainly due to increased trading volumes across all commodity sectors also contributed to revenue growth.

Revenue growth was partially offset by the unfavorable impact of divestitures in 2022.

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.

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Operating profit increased 10%.

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.

Excluding the impact of higher IHS Markit merger costs in 2023 of 9 percentage points, higher amortization of intangibles from acquisitions in 2023 of 1 percentage point, partially offset by higher employee severance charges in 2022 of 7 percentage points and acquisition-related costs in 2022 of 1 percentage point, operating profit increased 8%.

The increase was primarily due to revenue growth partially offset by higher compensation costs, increased incentives and an increase in strategic investments.

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

Revenue increased 21% 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.

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

Operating profit increased 15%.

Excluding the impact of higher amortization of intangibles from acquisitions in 2023 of 3

percentage points and higher IHS Markit merger costs in 2023 of 2 percentage points, partially offset by higher employee severance charges in 2022 of 1 percentage point and acquisition-related costs in 2022 of 1 percentage point, operating profit increased 19%.

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

Foreign exchange rates had a favorable impact of 4 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.

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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

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

(in millions) Three Months Six Months

2023 2022 % Change 2023 2022 % Change

Revenue $ 369 $ 337 10% $ 727 $ 452 61%

Subscription revenue $ 292 $ 264 11% $ 573 $ 350 64%

Non-subscription revenue $ 77 $ 73 6% $ 154 $ 102 51%

% of total revenue:

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Non-subscription revenue 21 % 22 % 21 % 23 %

revenue $ 294 $ 92 N/M

International revenue $ 64 $ 23 N/M

revenue $ 303 $ 273 11% $ 597 $ 365 64%

International revenue $ 66 $ 64 3% $ 130 $ 87 50%

% of total revenue:

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Operating profit 1

$ 64 $ 18 N/M

$ 68 $ 58 18% $ 133 $ 76 74%

Operating margin % 19 % 17 % 18 % 17 %

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

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.

1 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.

Revenue increased 10% primarily due to price increases and new business growth within the Dealer business as well as the favorable impact of the acquisition of Market Scan in February of 2023.

Increases within the Financial business due to strong underwriting volumes and the Manufacturing business due to strong recall activity also contributed to revenue growth.

Operating profit increased 18%.

Excluding the impact of higher acquisition-related costs in 2022 of 13 percentage points, higher amortization of intangibles in 2022 of 4 percentage points and higher IHS Markit merger costs in 2022 of 1 percentage points, partially offset by higher employee severance charges in 2023 of 5 percentage points, operating profit increased 5% driven by revenue growth, partially offset by increased incentives, higher compensation costs and expenses associated with the acquisition of Market Scan.

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

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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.

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

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.

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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

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

(in millions) Three Months Six Months

2023 2022 % Change 2023 2022 % Change

Revenue $ 348 $ 339 2% $ 689 $ 661 4%

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Net operating margin % 48 % 58 % 50 % 55 %

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.

1 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.

Revenue at Indices increased 2% primarily due to higher exchange-traded derivative revenue driven by continued strength in average trading volume and higher data subscription revenue, partially offset by lower asset-linked fees revenue driven by product mix.

Ending average levels of assets under management (“AUM”) for ETFs increased 19% to $2.929 trillion compared to June 30, 2022 and average levels of AUM for ETFs increased 5% to $2.771 trillion compared to the three months ended June 30, 2022.

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

Operating profit increased 6%.

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.

Operating profit decreased 16%.

Excluding the impact of a gain on dispositions in 2022 of 14 percentage points, operating profit decreased 2% driven by an increase in strategic investments, higher compensation costs and increased incentives, partially offset by revenue growth.

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

Revenue at Indices increased 4% primarily due to higher exchange-traded derivative revenue driven by continued strength in average trading volume, higher data subscription revenue and the impact of the merger with IHS Markit, partially offset by lower asset-linked fees revenue driven by product mix.

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

Operating profit decreased 6%.

Excluding the impact of a higher gain on dispositions in 2022 of 7 percentage points and higher amortization of intangibles from acquisitions in 2023 of 1 percentage point, operating profit increased 2%.

The impact of revenue growth was partially offset by an increase in strategic investments, higher compensation costs, increased incentives 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.

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

(“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

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

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

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

(in millions) Three Months Six Months

2023 2022 % Change 2023 2022 % Change

Revenue $ 33 $ 96 (65)% $ 133 $ 129 3%

Subscription revenue $ 31 $ 89 (65)% $ 125 $ 119 5%

Non-subscription revenue $ 2 $ 7 (77)% $ 8 $ 10 (21)%

% of total revenue:

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Non-subscription revenue 5 % 7 % 6 % 8 %

revenue $ 54 $ 18 N/M

International revenue $ 46 $ 15 N/M

revenue $ 18 $ 53 (66)% $ 72 $ 71 1%

International revenue $ 15 $ 43 (65)% $ 61 $ 58 6%

% of total revenue:

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Operating profit 1

$ 4 $ 1 N/M $ 19 $ 2 N/M

Operating margin % 13 % 1 % 14 % 1 %

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

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.

1 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.

Revenue and operating profit decreased as a result of the sale of Engineering Solutions.

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

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.

The Engineering Solutions business was acquired in connection with the merger with IHS Markit on February 28, 2022 and the financial results are included since the date of acquisition through May 2, 2023.

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.

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Cash Flow Overview

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:

Cash, cash equivalents, and restricted cash were $1,562 million as of June 30, 2023, an increase of $275 million from December 31, 2022.

The following table provides cash flow information for the six months ended June 30:

(in millions) 2023 2022 % Change

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Operating activities $ 1,363 $ 676 N/M

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

Investing activities $ 656 $ 3,745 (82)%

Financing activities $ (1,747) $ (7,268) (76)%

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.

In the first six months of 2023, free cash flow increased $654 million to $1,164 million compared to $510 million in the first six months of 2022.

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

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See “Reconciliation of Non-GAAP Financial Information” below for a reconciliation of cash flow provided by operating activities, the most directly comparable U.S.

GAAP financial measure, to free cash flow and free cash flow excluding certain items.

GAAP financial measure, to free cash flow.

Operating activities

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.

Cash provided by operating activities increased $687 million to $1,363 million for the first six months of 2023.

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

For the first six months of 2023, our cash taxes were adversely impacted by the requirement to capitalize and amortize research and development expenses under Internal Revenue Code Section 174.

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

See Note 3 – Income Taxes to the consolidated financial statements of this Form 10-Q for further information.

Investing activities

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

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.

Cash provided by investing activities decreased to $656 million for the first six months of 2023 compared to $3,745 million in the first six months of 2022, primarily due to higher cash proceeds received from dispositions in 2022 related to 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.

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

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

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

Cash used for financing activities decreased $5,521 million to $1,747 million for the first six 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.

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.

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

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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.

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and are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company.

All senior notes described below have been registered with the SEC.

Issuance of all senior notes described below have been registered with the SEC.

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

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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 three months ended March 31, 2023 are as follows:

(in millions) 2023

Summarized results of operations for the periods ended June 30, 2023 are as follows:

(in millions) Three Months Six Months

Revenue $ 775 $ 1,530

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Net income attributable to S&P Global Inc.

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

(in millions) March 31, December 31,

Summarized balance sheet information as of June 30, 2023 and December 31, 2022 is as follows:

(in millions) June 30, December 31,

Current assets (excluding intercompany from Non-Obligor Group) $ 921 $ 699

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RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

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

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

Capital expenditures include purchases of property and equipment and additions to technology projects.

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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 three months ended March 31:

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

(in millions) 2023 2022 % Change

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Capital expenditures (59) (40)

Distributions to noncontrolling interest holders, net

Distributions to noncontrolling interest holders (140) (126)

Free cash flow $ 1,164 $ 510 N/M

(in millions) 2023 2022 % Change

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

Cash provided by investing activities 656 3,745 (82)%

Cash used for financing activities (1,747) (7,268) (76)%

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• 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;

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

• our ability to develop new products or technologies, to integrate our products with new technologies (e.g., artificial intelligence), or to compete with new products or technologies offered by new or existing competitors;

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

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The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law.

Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including Item 1A, Risk Factors , in our most recently filed Annual Report on Form 10-K.

Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including Item 1A, Risk Factors in this Form 10-Q and Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.

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