What changed in this filing

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Item 1. Financial Statements

2023-11-02 compared with 2023-07-27 · 213 added, 189 removed, 719 unchanged (36% of the section changed)

2 unchanged sentences

Consolidated Statements of Income

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

June 30, June 30,

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

September 30, September 30,

2023 2022 2023 2022

10 unchanged sentences

Interest expense, net 84 71 258 218

Loss on extinguishment of debt, net — 2 — 19

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

Income before taxes on income 995 823 2,877 4,081

16 unchanged sentences

Consolidated Statements of Comprehensive Income

(in millions) Three Months Ended Six Months Ended

June 30, June 30,

(in millions) Three Months Ended Nine Months Ended

September 30, September 30,

2023 2022 2023 2022

7 unchanged sentences

Pension and other postretirement benefit plans

( 12 ) ( 4 ) ( 12 ) 1

Income tax effect

13 unchanged sentences

Consolidated Balance Sheets

(in millions) June 30,

(in millions) September 30,

2023 December 31,

47 unchanged sentences

Consolidated Statements of Cash Flows

(in millions) Six Months Ended

(in millions) Nine Months Ended

September 30,

Operating Activities:

8 unchanged sentences

Loss on extinguishment of debt, net — 15

Other 151 249

Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:

14 unchanged sentences

Financing Activities:

Additions to (payments on) short-term debt, net 552 ( 219 )

Payments on short-term debt, net ( 188 ) ( 219 )

Proceeds from issuance of senior notes, net 744 5,395

15 unchanged sentences

Consolidated Statements of Equity

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

(in millions) Common Stock $ 1 par

1 unchanged sentence

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

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

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

Comprehensive income 1

7 unchanged sentences

Other — ( 1 ) ( 1 )

Balance as of June 30, 2023

Balance as of September 30, 2023

$ 415 $ 44,439 $ 18,725 $ ( 846 ) $ 27,314 $ 35,419 $ 95 $ 35,514

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

(in millions) Common Stock $ 1 par

1 unchanged sentence

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

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

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

Comprehensive income 1

6 unchanged sentences

Other — ( 4 ) ( 4 )

Balance as of June 30, 2022

Balance as of September 30, 2022

$ 415 $ 44,229 $ 17,735 $ ( 1,038 ) $ 24,174 $ 37,167 $ 73 $ 37,240

See accompanying notes to the unaudited consolidated financial statements.

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

(in millions) Common Stock $ 1 par

2 unchanged sentences

Balance as of December 31, 2022

$ 415 $ 44,422 $ 17,784 $ ( 886 ) $ 25,347 $ 36,388 $ 89 $ 36,477

Comprehensive income 1

6 unchanged sentences

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

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

Six Months Ended June 30, 2022

Other 5 5 ( 2 ) 3

Balance as of September 30, 2023

$ 415 $ 44,439 $ 18,725 $ ( 846 ) $ 27,314 $ 35,419 $ 95 $ 35,514

Nine Months Ended September 30, 2022

(in millions) Common Stock $ 1 par

2 unchanged sentences

Balance as of December 31, 2021

$ 294 $ 1,031 $ 15,017 $ ( 841 ) $ 13,469 $ 2,032 $ 75 $ 2,107

Comprehensive income 1

7 unchanged sentences

Other ( 1 ) ( 1 ) ( 8 ) ( 9 )

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

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

Balance as of September 30, 2022

$ 415 $ 44,229 $ 17,735 $ ( 1,038 ) $ 24,174 $ 37,167 $ 73 $ 37,240

1 Excludes comprehensive income of $ 65 million and $ 64 million for the three months ended September 30, 2023 and 2022, respectively, and $ 183 million and $ 195 million for the nine months ended September 30, 2023 and 2022, respectively, attributable to our redeemable noncontrolling interest.

S&P Global Inc.

2 unchanged sentences

S&P Global Inc.

(together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) is a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity, automotive and engineering markets.

Our operations consist of six reportable segments:

5 unchanged sentences

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

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

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

• As of May 2, 2023, we completed the sale of Engineering Solutions, a leading provider of engineering standards and related technical knowledge, 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.

1 unchanged sentence

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

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

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

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

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

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

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

The transaction followed our announced intent in November of 2022 to divest the business.

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

7 unchanged sentences

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

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

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

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

Since the date of our Form 10-K, there have been no material changes to our critical accounting policies and estimates.

Restricted Cash

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

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

Contract Assets

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

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

As of September 30, 2023 and December 31, 2022, contract assets were $ 104 million and $ 60 million, respectively, and are included in accounts receivable in our consolidated balance sheets.

Unearned Revenue

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

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

The decrease in the unearned revenue balance at September 30, 2023 compared to December 31, 2022 is primarily driven by $ 2.6 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period, offset by cash payments received in advance of satisfying our performance obligations.

Remaining Performance Obligations

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

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

As of September 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 3.7 billion.

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

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

Costs to Obtain a Contract

Costs to Obtain Contracts

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year.

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

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

Total capitalized costs to obtain contracts were $ 202 million and $ 175 million as of September 30, 2023 and December 31, 2022, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.

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

7 unchanged sentences

Other Income, net

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2023 2022 2023 2022

Other components of net periodic benefit cost $ ( 6 ) $ ( 7 ) $ ( 18 ) $ ( 18 )

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

Net loss (gain) from investments 1 ( 30 ) 13 ( 68 )

Other income, net $ ( 5 ) $ ( 37 ) $ ( 5 ) $ ( 86 )

8 unchanged sentences

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

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

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

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

On January 4, 2023, we completed the acquisition of TruSight Solutions LLC (“TruSight”) a provider of third-party vendor risk assessments.

The acquisition will be integrated into our Market Intelligence segment and 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 was integrated into our Market Intelligence segment and 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.

43 unchanged sentences

sheet as of December 31, 2022.

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

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

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

The transaction followed our announced intent in November of 2022 to divest the business.

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

1 unchanged sentence

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 six months ended June 30, 2023, the contingent payment resulted in a pre-tax gain of $ 46 million ($ 34 million after-tax) related to the sale of LCD in our Market Intelligence segment and $ 4 million ($ 3 million after-tax) in Loss (gain) on dispositions related to the sale of a family of leveraged loan indices in our Indices segment.

During the nine months ended September 30, 2023, the contingent payment resulted in a pre-tax gain of $ 46 million ($ 34 million after-tax) related to the sale of LCD in our Market Intelligence segment and $ 4 million ($ 3 million after-tax) in Loss (gain) on dispositions related to the sale of a family of leveraged loan indices in our Indices segment.

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

3 unchanged sentences

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.

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

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

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

2 unchanged sentences

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.

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

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

2 unchanged sentences

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

(in millions) June 30, December 31,

(in millions) September 30, December 31,

Accounts Receivable, net $ — $ 88

8 unchanged sentences

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

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2023 2022 2023 2022

2 unchanged sentences

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

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

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

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

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

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

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

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

T he three months ended September 30, 2022 excludes a pre-tax loss of $ 15 million and a pre-tax gain of $ 14 million related to the sale LCD and a related family of leveraged loan indices, respectively.

The nine months ended September 30, 2022 excludes pre-tax gains related to the sale LCD and a related family of leveraged loan indices of of $ 505 million and $ 52 million, respectively.

The three and nine months ended September 30, 2022 also excludes a pre-tax loss of $ 2 million and a pre-tax gain of $ 1.3 billion related to the sale of CGS, respectively.

The effective income tax rate was 18.2 % and 21.8 % for the three and nine months ended September 30, 2023, respectively, and 17.6 % and 25.8 % for the three and nine months ended September 30, 2022, respectively.

The lower rate for the three months ended September 30, 2022 was primarily due to a combination of discrete adjustments including transaction costs.

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

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

1 unchanged sentence

In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.

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

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

The Company is subject to tax examinations in various jurisdictions.

As of September 30, 2023 and December 31, 2022, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 244 million and $ 223 million, respectively, exclusive of interest and penalties.

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

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

As of September 30, 2023 and December 31, 2022, we had $ 50 million and $ 38 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

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

1 unchanged sentence

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

This provision affects a significant proportion of the

Company for the first time in 2023.

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

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

2 unchanged sentences

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

(in millions) June 30,

(in millions) September 30,

2023 December 31,

17 unchanged sentences

2.3 % Senior Notes, due 2060 18

3.9 % Senior Notes, due 2062 19

Commercial paper — 188

2 unchanged sentences

Long-term debt $ 11,415 $ 10,730

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

1 We made a $ 38 million payment on the retirement of our 4.125 % senior notes in the third quarter of 2023.

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

1 unchanged sentence

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

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

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

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

6 Interest payments are due semiannually on March 1 and September 1 and as of September 30, 2023, the unamortized debt discount and issuance costs total $ 11 million.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

13 Interest payments are due semiannually on March 15 and September 15, beginning on March 15, 2024, and as of September 30, 2023, the unamortized debt discount and issuance costs total $ 7 million.

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

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

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

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

18 Interest payments are due semiannually on February 15 and August 1 5, and as of September 30, 2023, the unamortized debt discount and issuance costs total $ 17 million.

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

The fair value of our total debt borrowings wa s $ 9.6 billion an d $ 9.3 billion as of September 30, 2023 and December 31, 2022, respectively, and was estimated based on quoted market prices.

On September 12, 2023, we issued $ 750 million of 5.25 % senior notes due in 2033.

The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC.

In the third quarter of 2023, the Company used the net proceeds to repay its outstanding commercial paper borrowings.

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

1 unchanged sentence

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

During the 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.

During the nine months ended September 30, 2022, we recognized a $ 15 million loss on extinguishment of debt which includes a $ 142 million tender premium paid to tendering note holders in accordance with the terms of the tender offer, offset by a $ 127 million non-cash write-off related to the fair market value step up premium on extinguished debt.

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 June 30, 2023 and December 31, 2022, respectively, there was $ 740 million and $ 188 million of commercial paper outstanding.

As of September 30, 2023, we had no outstanding commercial paper.

As of December 31, 2022, there was $ 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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We have operations in foreign countries where the functional currency is primarily the local currency.

For international operations that are determined to be extensions of the parent company, the U.S.

For international operations that are determined to be

extensions of the parent company, the U.S.

dollar is the functional currency.

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

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

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

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

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

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

2 unchanged sentences

Undesignated Derivative Instruments

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

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

These forward contracts do not qualify for hedge accounting.

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

As of September 30, 2023 and December 31, 2022, the aggregate notional value of these outstanding forward contracts was $ 2.3 billion and $ 1.8 billion, respectively.

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

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

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

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

The amount recorded in prepaid and other current assets as of September 30, 2023 and December 31, 2022 was less than $ 1 million and $ 5 million, respectively.

The amount recorded in other current liabilities as of September 30, 2023 and December 31, 2022 was $ 80 million and $ 37 million, respectively.

The amount recorded in selling and general expense related to these contracts was a net loss of $ 82 million and $ 24 million for three and nine months ended September 30, 2023, respectively, and a net loss of $ 82 million and $ 151 million for three and nine months ended September 30, 2022, respectively.

Net Investment Hedges

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

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

dollar exchange rate.

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

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

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

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

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

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

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

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

We recognized net interest income of $ 6 million and $ 18 million for the three and nine months ended September 30, 2023 and net interest expense of $ 6 million and $ 24 million for the three and nine months ended September 30, 2022, respectively.

Cash Flow Hedges

Foreign Exchange Forward Contracts

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

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

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

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

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

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

As of September 30, 2023, we estimate that $ 3 million of pre-tax gain related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.

As of September 30, 2023 and December 31, 2022, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 530 million and $ 529 million, respectively.

Interest Rate Swaps

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

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

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

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

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

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

(in millions) June 30, December 31,

As of September 30, 2023 and December 31, 2022, the aggregate notional value of our outstanding interest rate swaps designated as cash flow hedges was $ 813 million and $ 1.4 billion, respectively, with the current period reduction attributable to the issuance of $ 750 million 5.25 % senior notes in September of 2023.

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

(in millions) September 30, December 31,

Balance Sheet Location 2023 2022

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Other non-current assets Cross currency swaps $ 77 $ 84

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

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

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

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Cross currency swaps $ ( 9 ) $ 176 Interest expense, net $ ( 3 ) $ ( 3 )

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2023 2022 2023 2022

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

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2023 2022 2023 2022

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Net periodic benefit cost $ ( 6 ) $ ( 6 ) $ ( 17 ) $ ( 18 )

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

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

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

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

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

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

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

In the first nine months of 2023, we contributed $ 7 million to our retirement plans and expect to make additional required contributions of approximately $ 3 million to our retirement plans during the remainder of the year.

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

Stock-Based Compensation

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

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

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

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

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

Total stock-based compensation expense related to restricted stock and other stock-based awards was $ 143 million for the nine months ended September 30, 2023 and $ 160 million for the nine months ended September 30, 2022.

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

During the nine months ended September 30, 2023 , the Com pany granted 0.5 million shares of restricted stock and other stock-based awards, which had a weighted average grant date fair value of $ 340.95 per share.

Total unrecognized compensation expense related to unvested equity awards as of September 30, 2023 wa s $ 195 million, which is expected to be recognized over a weighted average period of 1.3 years .

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

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

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

As of September 30, 2023, 21.5 million shares remained available under the 2022 Repurchase Program and the 2020 repurchase program was complete.

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

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The forward stock purchase contracts were classified as equity instruments.

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

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

(in millions, except average price paid per share)

ASR Agreement Initiation Date Initial Shares Delivered Additional Shares Delivered Total Number of Shares

ASR Agreement Initiation Date ASR Agreement Completion Date Initial Shares Delivered Additional Shares Delivered Total Number of Shares

Purchased Average Price Paid Per Share Total Cash Utilized

August 7, 2023 1

September 8, 2023 1.1 0.2 1.3 $ 387.36 $ 500

May 8, 2023 2

2.5 — 2.5 $ — $ 1,000

August 4, 2023 2.5 0.1 2.6 $ 384.75 $ 1,000

February 13, 2023 3

1.1 0.3 1.4 $ 341.95 $ 500

May 5, 2023 1.1 0.3 1.4 $ 341.95 $ 500

3.8 0.6 4.4 $ 343.85 $ 1,500

August 9, 2022 4

October 25, 2022 5.8 1.6 7.4 $ 337.94 $ 2,500

May 13, 2022 5

August 2, 2022 3.8 0.6 4.4 $ 343.85 $ 1,500

March 1, 2022 6

15.2 4.1 19.3 $ 362.03 $ 7,000

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

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

August 9, 2022 15.2 4.1 19.3 $ 362.03 $ 7,000

1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and initially received shares valued at 85 % of the $ 500 million at a price equal to the market price of the Company's common stock on August 7, 2023 when the Company received an initial delivery of 1.1 million shares from the ASR program.We completed the ASR agreement on September 8, 2023 and received an additional 0.2 million shares.

The ASR agreement was executed under our 2022 Repurchase Program.

2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1 billion and initially received shares valued at 87.5 % of the $ 1 billion at a price equal to the market price of the Company's common stock on May 8, 2023 when the Company received an initial delivery of 2.5 million shares from the ASR program.We completed the ASR agreement on August 4, 2023 and received an additional 0.1 million shares.

The ASR agreement was executed under our 2022 Repurchase Program.

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

1 unchanged sentence

The ASR agreement was executed under our 2022 Repurchase Program.

4 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 2.5 billion and initially received shares valued at 87.5 % of the $ 2.5 billion at a price equal to the market price of the Company's common stock on August 9, 2022 when the Company received an initial delivery of 5.8 million shares from the ASR program.

We completed the ASR agreement on October 25, 2022 and received an additional 1.6 million shares.

The ASR agreement was executed under our 2022 and 2020 Repurchase Programs.

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

4 unchanged sentences

The ASR agreement was executed under our 2020 Repurchase Program.

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

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

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

During the nine months ended September 30, 2023, we received 5.8 million shares, including 0.4 million shares received in February of 2023 related to our December 2, 2022 ASR agreement.

During the nine months ended September 30, 2023, we purchased a total of 5.4 million shares for $ 2 billion of cash.

During the nine months ended September 30, 2022, we purchased a total of 29.5 million shares for $ 11 billion of cash.

Redeemable Noncontrolling Interests

4 unchanged sentences

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

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

both income and market valuation approaches.

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

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

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

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

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

(in millions)

3 unchanged sentences

Redemption value adjustment 247

Balance as of June 30, 2023

1 Relates to foreign currency translation adjustments.

Balance as of September 30, 2023

Accumulated Other Comprehensive Loss

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

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

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

Balance as of December 31, 2022

$ ( 582 ) $ ( 349 ) $ 45 $ ( 886 )

Other comprehensive income (loss) before reclassifications ( 38 ) 1 ( 10 ) 87 39

Reclassifications from accumulated other comprehensive income (loss) to net earnings

— 2 2 ( 1 ) 3 1

Net other comprehensive income (loss) ( 38 ) ( 8 ) 86 40

Balance as of June 30, 2023

Balance as of September 30, 2023

$ ( 620 ) $ ( 357 ) $ 131 $ ( 846 )

1 unchanged sentence

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

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

2 Reflects amortization of net actuarial losses and is net of a tax benefit of $ 1 million for the nine months ended September 30, 2023.

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

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

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

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

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

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

2023 2022 2023 2022

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The effect of the potential exercise of stock options is excluded when the average market price of our common stock is lower than the exercise price of the related option during the period or when a net loss exists because the effect would have been antidilutive.

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

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

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

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

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

Restricted performance shares outstanding of 0.8 million and 0.7 million as of September 30, 2023 and 2022, respectively, were excluded.

Restructuring

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

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

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

2023 Restructuring Plan 2022 Restructuring Plan

8 unchanged sentences

Total $ 100 $ 76 $ 283 $ 47

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

We recorded a pre-tax restructuring charge of $ 100 million primarily related to employee severance charges for the 2023 restructuring plan during the nine months ended September 30, 2023 and have reduced the reserve by $ 24 million.

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

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

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

For the nine months ended September 30, 2023, we have reduced the reserve for the 2022 restructuring plan by $ 117 million.

The ending reserve balance for the 2021 restructuring plan was $ 1 million and $ 10 million as of September 30, 2023 and December 31, 2022, respectively.

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

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

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

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

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

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

Revenue Three Months Six Months

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

Revenue Three Months Nine Months

(in millions) 2023 2022 2023 2022

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Total revenue $ 3,084 $ 2,861 $ 9,345 $ 8,244

Operating Profit Three Months Six Months

Operating Profit Three Months Nine Months

(in millions) 2023 2022 2023 2022

5 unchanged sentences

80 90 213 166

235 239 699 732

Engineering Solutions 7

5 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2 Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $ 19 million and $ 41 million, respectively, IHS Markit merger costs of $ 11 million and $ 36 million, respectively, and an asset write-off of $ 1 million.

Operating profit for the nine months ended September 30, 2023 includes a gain on dispositions of $ 46 million and an asset impairment of $ 5 million.

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 140 million and $ 134 million for the three months ended September 30, 2023 and 2022, respectively, and $ 421 million and $ 331 million for the nine months ended September 30, 2023 and 2022, respectively.

3 Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $ 2 million and $ 8 million, respectively.

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 2 million for the three months ended September 30, 2023 and 2022, and $ 6 million and $ 5 million for the nine months ended September 30, 2023 and 2022, respectively.

4 Operating profit for the three and nine months ended September 30, 2023 includes IHS Markit merger costs of $ 8 million and $ 28 million, respectively, and employee severance charges of $ 7 million and $ 23 million, respectively.

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 33 million and $ 32 million for the three months ended September 30, 2023 and 2022, respectively, and $ 99 million and $ 77 million for the nine months ended September 30, 2023 and 2022, respectively.

5 Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $ 3 million and $ 6 million, respectively, IHS Markit merger costs of $ 1 million and $ 2 million, respectively, and acquisition-related costs of $ 1 million and $ 2 million, respectively.

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

Operating profit for the nine months ended September 30, 2022 includes IHS Markit merger costs of $ 1 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 76 million for the three months ended September 30, 2023 and 2022, and $ 226 million and $ 176 million for the nine months ended September 30, 2023 and 2022, respectively.

6 Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $ 1 million and $ 4 million, respectively, and IHS Markit merger costs of $ 1 million and $ 3 million, respectively.

Operating profit for the nine months ended

September 30, 2023 includes a gain on disposition of $ 4 million.

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 9 million for the three months ended September 30, 2023 and 2022, and $ 27 million and $ 22 million for the nine months ended September 30, 2023 and 2022, respectively.

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

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

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

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

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

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

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

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

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

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 14 million for the three months ended September 30, 2022, and $ 1 million and $ 33 million for the nine months ended September 30, 2023 and 2022, respectively.

8 Corporate Unallocated expense for the three and nine months ended September 30, 2023 includes IHS Markit merger costs of $ 37 million and $ 104 million, respectively, employee severance charges of $ 6 million and $ 20 million, respectively, disposition-related costs of $ 3 million and $ 19 million, respectively, and acquisition-related costs of $ 1 million and $ 3 million, respectively.

Corporate Unallocated expense for the nine months ended September 30, 2023 includes a loss on disposition of $ 120 million and lease impairments of $ 15 million.

Corporate Unallocated expense for the three and nine months ended September 30, 2022 includes IHS Markit merger costs of $ 127 million and $ 483 million, respectively, employee severance charges of $ 23 million and $ 87 million, respectively, acquisition-related costs of $ 1 million and $ 7 million, respectively, an asset impairment of $ 9 million and a gain on acquisition of $ 10 million.

The nine months ended September 30, 2022 includes a S&P Foundation grant of $ 200 million, lease impairments of $ 5 million and an asset write-off of $ 3 million.

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

9 Equity in Income on Unconsolidated Subsidiaries includes amortization of intangibles from acquisitions of $ 14 million and $ 13 million for the three months ended September 30, 2023 and 2022, respectively, and $ 42 million for the nine months ended September 30, 2023 and 2022.

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

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

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Subscription $ 932 $ — $ 432 $ 296 $ 70 $ — $ — $ 1,730

11 unchanged sentences

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

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Subscription $ 2,732 $ — $ 1,261 $ 870 $ 206 $ 125 $ — $ 5,194

11 unchanged sentences

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

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

Subscription $ 861 $ — $ 394 $ 269 $ 69 $ 89 $ — $ 1,682

10 unchanged sentences

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

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Subscription $ 2,386 $ — $ 1,088 $ 618 $ 190 $ 208 $ — $ 4,490

10 unchanged sentences

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

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2023 2022 2023 2022

15 unchanged sentences

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

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

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

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

During three and nine months ended September 30, 2023 we a recorded pre-tax impairment charge of $ 3 million and $ 14 million related to the impairment and abandonment of operating lease related ROU assets.

During the three and nine months ended September 30, 2022 we a recorded pre-tax impairment charge of $ 73 million and $ 98 million, respectively, related to the impairment and abandonment of operating lease related ROU assets.

The pre-tax impairment charge recorded

during the three and nine months ended September 30, 2022 is primarily associated with consolidating our real estate facilities following the merger with IHS Markit.

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

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

(in millions) June 30, December 31,

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

(in millions) September 30, December 31,

Balance Sheet Location 2023 2022

2 unchanged sentences

Lease liabilities — non-current Non-current lease liabilities 543 577

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2023 2022 2023 2022

2 unchanged sentences

Total lease cost $ 28 $ 38 $ 86 $ 109

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2023 2022 2023 2022

4 unchanged sentences

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

June 30, December 31,

September 30, December 31,

Weighted-average remaining lease term (years) 6.3 6.6

2 unchanged sentences

(in millions)

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

2023 (Excluding the nine months ended September 30, 2023)

2028 and beyond 283

5 unchanged sentences

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

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

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

During the three and nine months ended September 30, 2023, S&P Dow Jones Indices LLC earned $ 43 million and $ 132 million, respectively, of revenue under the terms of the License Agreement.

During the three and nine months ended September 30, 2022, S&P Dow Jones Indices LLC earned $ 42 million and $ 130 million, respectively, of revenue under the terms of the License Agreement.

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

15 unchanged sentences

Moreover, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities, antitrust matters and other matters, such as ESG.

For example, as a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Exchange Act, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws.

extensive obligations under the federal securities laws.

Although S&P Global seeks to promptly address any compliance issues that it detects or that the staff of the SEC or another regulator raises, there can be no assurance that the SEC or another regulator will not seek remedies against S&P Global for one or more compliance deficiencies.

14 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements