What changed in this filing

/stocks — the workspaceLOADING

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2024-02-09 compared with 2023-02-10 · 262 added, 293 removed, 1415 unchanged (28% of the section changed)

5 unchanged sentences

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

As of December 31, 2022 and December 31, 2021, 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 December 31, 2022 and December 31, 2021, 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;

therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy.

We do not enter into any derivative financial instruments for speculative purposes.

As of December 31, 2023 and 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 sheet.

These forward contracts are not designated as hedges and do not qualify for hedge accounting.

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

As of December 31, 2023 and December 31, 2022, we held positions in a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates.

We have not en tered into any derivative financial instruments for speculative purposes.

See Note 6 – Derivative Instruments to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further discussion.

37 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of redeemable noncontrolling interest in S&P Dow Jones Indices LLC

11 unchanged sentences

We also tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

IHS Markit Business Combination

Description of the Matter As discussed in Note 2 to the consolidated financial statements, on February 28, 2022, the Company completed its acquisition of IHS Markit Ltd., for aggregate consideration of $43.5 billion.

This transaction was accounted for as a business combination.

Auditing the Company's accounting for its acquisition of IHS Markit Ltd.

was complex due to the significant estimation in the Company's determination of fair value of identified intangible assets of $18.6 billion, which principally consisted of customer relationships, trademark/tradenames, developed technology, and databases (collectively referred to as the identified intangibles).

The significant estimation was primarily due to the sensitivity of the fair value of underlying assumptions about future performance of the acquired business in the Company's discounted cash flow models used to measure the identified intangibles.

These significant assumptions included the revenue and expense growth rates that form the basis of the forecasted results and the discount rate.

How We Addressed the Matter in Our Audit We tested the Company's controls that address the risk of material misstatement relating to the Company's accounting for the acquisition.

For example, we tested controls over the estimation process supporting the recognition and measurement of the identified intangibles, which included testing controls over management's review of assumptions used in its respective valuation models to test the estimated fair value of the identified intangibles.

We performed audit procedures that included, among others, evaluating the valuation methodologies and significant assumptions used by the Company's valuation specialist, and evaluating the completeness and accuracy of the underlying data supporting the estimated fair value.

We involved our valuation specialists to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates, including testing the revenue and expense growth rates that form the basis of the forecasted results and the discount rate.

For example, we compared these significant assumptions to current industry, market and economic trends, to assumptions used to value similar assets in other acquisitions, to the historical results of the acquired business, and to the Company's budgets and forecasts, in addition to performing sensitivity analyses over these assumptions.

We also evaluated the adequacy of the Company's disclosures included in Note 2 in relation to these acquisition matters.

/s/ ERNST & YOUNG LLP

37 unchanged sentences

Total expenses 8,443 8,162 4,087

Gain on dispositions ( 1,898 ) ( 11 ) ( 16 )

Loss (gain) on dispositions 70 ( 1,898 ) ( 11 )

Equity in income on unconsolidated subsidiaries ( 36 ) ( 27 ) —

Operating profit 4,020 4,944 4,221

Other income, net ( 70 ) ( 62 ) ( 31 )

Other expense (income), net 15 ( 70 ) ( 62 )

Interest expense, net 334 304 119

81 unchanged sentences

authorized - 600 million shares;

2022 - 415 million shares;

2021 - 294 million shares

415 million shares in 2023 and 2022

Additional paid-in capital 44,231 44,422

21 unchanged sentences

Stock-based compensation 171 214 122

Gain on dispositions ( 1,898 ) ( 11 ) ( 16 )

Loss on extinguishment of debt, net 8 — 279

Lease impairment charges 132 31 120

Other 15 58 121

Loss (gain) on dispositions 70 ( 1,898 ) ( 11 )

Restructuring, lease impairment charges and other 246 319 89

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

22 unchanged sentences

Exercise of stock options 13 7 13

Contingent consideration payment ( 9 ) — —

Employee withholding tax on share-based payments ( 112 ) ( 110 ) ( 56 )

9 unchanged sentences

Consolidated Statements of Equity

(in millions) Common Stock $1 par Additional Paid-in Capital Retained Income Accumulated

(in millions) Common Stock $ 1 par

Additional Paid-in Capital Retained Income Accumulated

Other Comprehensive Loss Less:

7 unchanged sentences

Employee stock plans

43 ( 2 ) 45 45

Change in redemption value of redeemable noncontrolling interest

5 unchanged sentences

( 1,024 ) ( 1,024 ) ( 15 ) ( 1,039 )

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

Share repurchases ( 125 ) 11,878 ( 12,003 ) ( 12,003 )

Employee stock plans 114 114 114

Change in redemption value of redeemable noncontrolling interest 545 545 545

Adjustment to noncontrolling interest ( 13 ) ( 13 ) ( 13 )

Other ( 2 ) ( 2 ) 4 2

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

3 unchanged sentences

( 1,147 ) ( 1,147 ) ( 15 ) ( 1,162 )

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

Share repurchases ( 70 ) 3,231 ( 3,301 ) ( 3,301 )

2 unchanged sentences

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

Other ( 2 ) ( 2 ) 4 2

Balance as of December 31, 2023 $ 415 $ 44,231 $ 18,728 $ ( 763 ) $ 28,411 $ 34,200 $ 100 $ 34,300

5 unchanged sentences

S&P Global Inc.

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

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

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

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

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

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

Our operations consist of six reportable segments:

5 unchanged sentences

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

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

On February 28, 2022, we completed the merger with IHS Markit Ltd (“IHS Markit”) by acquiring 100 % of the IHS Markit common stock that was issued and outstanding as of the date of acquisition, and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the consolidated financial statements as of and for the year ended December 31, 2022 include the financial results of IHS Markit from the date of acquisition.

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

• As of May 2, 2023, we completed the sale of Engineering Solutions, a 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.

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 year ended December 31, 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 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.

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

Revenue Recognition

5 unchanged sentences

Subscription revenue at Mobility is primarily derived from products that provide data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components;

supply car makers and dealers with market reporting products, predictive analytics and marketing automation software;

makers and dealers with market reporting products, predictive analytics and marketing automation software;

and support dealers with vehicle history reports, used car listings and service retention solutions.

1 unchanged sentence

Subscription revenue at Indices is derived from the contracts for underlying data of our indexes to support our customers' management of index funds, portfolio analytics, and research.

Subscription revenue at Engineering Solutions is primarily from subscriptions to our Product Design offerings providing standards, codes and specifications;

Subscription revenue at Engineering Solutions was primarily from subscriptions to our Product Design offerings providing standards, codes and specifications;

applied technical reference;

16 unchanged sentences

Non-subscription revenue at Commodity Insights is primarily related to conference sponsorship, consulting engagements, events, and perpetual software licenses.

Non-subscription revenue at Engineering Solutions is primarily from retail transaction and consulting services.

Non-subscription revenue at Engineering Solutions was primarily from retail transaction and consulting services.

Asset-linked fees

8 unchanged sentences

For sales usage-based royalty products and services, we provide licenses conveying the right to continuous access to our intellectual property over the contract term, with revenue recognized when the extent of our license’s utilization can be quantified, or more specifically, when trading volumes are known and publicly available to us or when we are notified by our customers.

Recognition of revenue of fees tied to trading volumes is subject to the recognition constraint for a usage-based

royalty promised by our customers in exchange for the license of our intellectual property, with revenue recognized when trading volumes are known.

Recognition of revenue of fees tied to trading volumes is subject to the recognition constraint for a usage-based royalty promised by our customers in exchange for the license of our intellectual property, with revenue recognized when trading volumes are known.

Recurring variable revenue

16 unchanged sentences

As of December 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.5 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 expect to recognize revenue on approximately fifty-five percent and eighty-five percent 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.

2 unchanged sentences

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

Total capitalized costs to obtain a contract were $ 175 million and $ 137 million as of December 31, 2022 and December 31, 2021, 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.

Total capitalized costs to obtain a contract were $ 234 million and $ 175 million as of December 31, 2023 and December 31, 2022, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.

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.

The expense is recorded within selling and general expenses in the consolidated statements of income.

4 unchanged sentences

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

The combination is intended to increase operating efficiencies of both the company’s

business to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes.

Other Income, net

The components of other income, net for the years ended December 31 are as follows:

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

Our share of earnings or losses are recognized in Equity in income on unconsolidated subsidiaries in our consolidated statements of income.

Other Expense (Income), net

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

(in millions) 2023 2022 2021

Other components of net periodic benefit cost $ — $ ( 11 ) $ ( 45 )

Net (gain) loss from investments ( 59 ) ( 17 ) 1

Other income, net $ ( 70 ) $ ( 62 ) $ ( 31 )

Net loss (gain) from investments 15 ( 59 ) ( 17 )

Other expense (income), net $ 15 $ ( 70 ) $ ( 62 )

Assets and Liabilities Held for Sale and Discontinued Operations

19 unchanged sentences

All significant intercompany accounts and transactions have been eliminated.

The Company applies the guidelines set forth in Topic 810 of the ASC in assessing its interests in variable interest entities to decide whether to consolidate an entity.

The Company has reviewed the potential variable interest entities and determined that there are no consolidation requirements under Topic 810 of the ASC.

Use of estimates

3 unchanged sentences

Cash and cash equivalents include ordinary bank deposits and highly liquid investments with original maturities of three months or less that consist primarily of money market funds with unrestricted daily liquidity and fixed term time deposits.

Such investments and bank deposits are stated at cost, which approximates market value, and were $ 1.3 billion and $ 6.5 billion as of December 31, 2022 and 2021, respectively.

Such investments and bank deposits are stated at cost, which approximates market value, and were $ 1.3 billion as of December 31, 2023 and 2022.

These investments are not subject to significant market risk.

1 unchanged sentence

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

Restricted cash included in our consolidated balance sheets was $ 1 million and $ 8 million as of December 31, 2022 and December 31, 2021, respectively.

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

Short-term investments

Short-term investments are securities with original maturities greater than 90 days that are available for use in our operations in the next twelve months.

The short-term investments, primarily consisting of certificates of deposit and mutual funds, are carried at fair value, which is estimated based on the net asset value of these investments.

The short-term investments, primarily consisting of certificates of deposit and mutual funds, are recorded at cost, which approximates fair value, which is estimated based on the net asset value of these investments.

Interest and dividends are recorded in income when earned.

18 unchanged sentences

Other financial instruments, including cash and cash equivalents and short-term investments, are recorded at cost, which approximates fair value because of the short-term maturity and highly liquid nature of these instruments.

The fair value of our long-term debt borrowings were $ 9.3 billion and $ 4.4 billion as of December 31, 2022 and 2021, respectively, and was estimated based on quoted market prices.

The fair value of our

long-term debt borrowings were $ 10.3 billion and $ 9.3 billion as of December 31, 2023 and 2022, respectively, and was estimated based on quoted market prices.

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

6 unchanged sentences

We have operating leases for office space and equipment.

Our leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 14 years, and some of which include options to terminate the

leases within 1 year.

Our leases have remaining lease terms of 1 year to 10 years, some of which include options to extend the leases for up to 15 years, and some of which include options to terminate the leases within 1 year.

We consider these options in determining the lease term used to establish our right-of use ("ROU") assets and associated lease liabilities.

8 unchanged sentences

Goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually during the fourth quarter each year, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

We have six reporting units with goodwill that are evaluated for impairment.

We have five reporting units with goodwill that are evaluated for impairment.

We initially perform a qualitative analysis evaluating whether any events and circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount.

10 unchanged sentences

Conversely, if the results of our qualitative assessment determine that it is more likely than not that the indefinite-lived asset is impaired, a quantitative impairment test is performed.

If necessary, an impairment analysis is performed using the income approach to estimate the fair value of the indefinite-lived intangible asset.

If necessary, an impairment analysis is performed using the income approach to

estimate the fair value of the indefinite-lived intangible asset.

If the intangible asset carrying value exceeds its fair value, an impairment charge is recognized in an amount equal to that excess.

2 unchanged sentences

We performed our impairment assessment of goodwill and indefinite-lived intangible assets and concluded that no impairment existed for the years ended December 31, 2023, 2022 and 2021.

Equity Investments in Unconsolidated Subsidiaries

Equity investments for which we exercise significant influence, but do not have control over the investee, are accounted for using the equity method of accounting, or at fair value if we elect the fair value option or there is a readily determinable fair value.

Unrealized gains and losses are included in other expense (income), net.

Equity investments for which we do not have the ability to exercise significant influence are primarily accounted for under the measurement alternative.

Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

Adjustments are determined primarily based on a market approach as of the transaction date and are recorded in other expense (income), net.

Our equity investments are included in Equity investments in unconsolidated subsidiaries in our consolidated balance sheets.

Our share of earnings or losses are recognized in other expense (income), net in our consolidated statements of income.

We periodically evaluate all our equity investments for impairment.

The OSTTRA joint venture is accounted for using the equity method of accounting, and our share of earnings or losses are recognized in Equity in income on unconsolidated subsidiaries in our consolidated statements of income.

Foreign currency translation

3 unchanged sentences

For local currency operations, assets and liabilities are translated into U.S.

dollars using end of period

exchange rates, and revenue and expenses are translated into U.S.

dollars using end of period exchange rates, and revenue and expenses are translated into U.S.

dollars using weighted-average exchange rates.

21 unchanged sentences

If any of these tax audit settlements do occur within that period we would make any necessary adjustments to the accrual for unrecognized tax benefits.

As of December 31, 2022, we have a pproximately $ 10.1 billion of undistributed earnings of our foreign subsidiaries, of which $ 4.1 billion is reinvested indefinitely in our foreign operations.

As of December 31, 2023, we have approximately $ 7.1 billion of undistributed earnings of our foreign subsidiaries, of which $ 4.3 billion is reinvested indefinitely in our foreign operations.

Redeemable Noncontrolling Interest

9 unchanged sentences

We accrue for loss contingencies when both (a) information available prior to issuance of the consolidated financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated.

We continually assess the likelihood of any adverse judgments or outcomes to our contingencies,

as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on an analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts.

We continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on an analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts.

Because many of these matters are resolved over long periods of time, our estimate of liabilities may change due to new developments, changes in assumptions or changes in our strategy related to the matter.

2 unchanged sentences

Recent Accounting Standards

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

In December of 2023, the Financial Accounting Standards Board (“FASB”) issued accounting guidance that expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S.

and foreign jurisdictions.

The guidance is effective for for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively.

We are currently evaluating the impact of this guidance on the Company’s disclosures.

In November of 2023, the FASB issued accounting guidance that expands reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

We are currently evaluating the impact of this guidance on the Company’s disclosures.

In March of 2023, the FASB issued accounting guidance that requires all entities to amortize leasehold improvements associated with common control leases over the useful life to the common control group.

The guidance was effective on January 1, 2024 and the adoption of this guidance did not have a significant impact on our consolidated financial statements.

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

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

The transactions primarily include (1) contract modifications, (2) hedging relationships, and (3) sale or transfer of debt securities classified as held-to-maturity.

The transactions primarily include (1) contract modifications, (2) hedging

relationships, and (3) sale or transfer of debt securities classified as held-to-maturity.

In December of 2022, the FASB amended its guidance to defer the sunset date from December 31, 2022 to December 31, 2024.

4 unchanged sentences

Acquisitions and Divestitures

Acquisitions completed during the year ended December 31, 2023 included:

• On February 16, 2023, we completed the acquisition of Market Scan Information Systems, Inc.

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

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

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

• On January 3, 2023, we completed the acquisition of ChartIQ, a premier charting provider for the financial services industry.

2 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 enhance 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 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 expand 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 expanded 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.

None of our acquisitions completed during 2023 were material individually or in the aggregate, including the pro forma impact on earnings.

For acquisitions during 2023 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles.

The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition.

The intangible assets, excluding goodwill and indefinite-lived intangibles, are being amortized over their anticipated use ful lives of 5 - 7 years.

On December 1, 2022, we completed the acquisition of the Shades of Green business from the Center for International Climate Research (“CICERO”), Norway's foremost institute for interdisciplinary climate research.

The acquisition will be integrated into S&P Global Ratings and further expand the breadth and depth of its second party opinions (SPOs) offering.

The acquisition was integrated into S&P Global Ratings and further expanded the breadth and depth of its second party opinions (SPOs) offering.

SPOs are independent assessments of a company's financing or framework's alignment with market standards and typically provided before any borrowing is raised.

2 unchanged sentences

On February 28, 2022, we completed the merger with IHS Markit by acquiring 100 % of the IHS Markit common stock that was issued and outstanding as of the date of acquisition, and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global.

Upon completion of the merger with IHS Markit, IHS Markit stockholders received 113.8 million shares of S&P Global’s

common stock, at an exchange ratio of 0.2838 S&P Global shares for each share of IHS Markit common stock, with cash paid in lieu of fractional shares.

Upon completion of the merger with IHS Markit, IHS Markit stockholders received 113.8 million shares of S&P Global’s common stock, at an exchange ratio of 0.2838 S&P Global shares for each share of IHS Markit common stock, with cash paid in lieu of fractional shares.

The Company also issued approximately 0.9 million replacement equity award shares for IHS Markit equity awards that were assumed pursuant to the merger agreement.

The estimated fair value of the consideration transferred for IHS Markit was approximately $ 43.5 billion as of the merger date, which consisted of the following:

The fair value of the consideration transferred for IHS Markit was approximately $ 43.5 billion as of the merger date, which consisted of the following:

(in millions, except for share and per share data) February 28, 2022

9 unchanged sentences

**Based on S&P Global's closing stock price on February 25, 2022 .

Preliminary Allocation of Purchase Price

Allocation of Purchase Price

The merger with IHS Markit was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”).

The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition.

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, of which $ 699 million is expected to be deductible for tax purposes.

Goodwill is primarily attributed to synergies from future expected economic benefits, including enhanced revenue growth from expanded capabilities and geographic presence as well as substantial cost savings from duplicative overhead, streamlined operations and enhanced operational efficiency.

The December 31, 2022 consolidated balance sheet includes the assets and liabilities of IHS Markit, which have been measured at fair value as of the acquisition date.

The preliminary allocation of purchase price recorded for IHS Markit is as follows:

The allocation of purchase price recorded for IHS Markit is as follows:

(in millions) February 28, 2022

24 unchanged sentences

Total consideration transferred $ 43,536

The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date.

The fair values of the assets acquired and liabilities assumed, including the identifiable assets acquired, have been preliminarily determined using the income and cost approaches, and are partially based on inputs that are unobservable.

For intangible assets, these inputs include forecasted future cash flows, revenue growth rates, customer attrition rates and discount rates that require judgement and are subject to change.

Differences between the preliminary estimates and final accounting could occur, and those differences could be material.

The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities, but the potential for additional measurement period adjustments exists based on the Company’s continuing review of matters related to the acquisition.

The primary areas that remain preliminary relate to the fair values of intangible assets acquired, deferred taxes and residual goodwill.

The Company will complete the purchase price allocation in the first quarter of 2023.

Acquired Identifiable Intangible Assets

The following table sets forth preliminary estimated fair values of the components of the identifiable intangible assets acquired and their estimated useful lives:

(in millions) Fair Value Weighted Average Useful Lives

The following table sets forth the fair values of the components of the identifiable intangible assets acquired and their useful lives:

(in millions) February 28, 2022

Fair Value Weighted Average Useful Lives

Customer relationships $ 13,596 25 years

4 unchanged sentences

Acquisition-Related Expenses

The Company incurred acquisition-related c osts of $ 619 million related to the IHS Markit merger for the year ended December 31, 2022, and $ 249 million for the year ended December 31, 2021, respectively.

These costs were included in selling and general expe nses within the Company’s consolidated statements of income for the years ended December 31, 2022 , and December 31, 2021 , respectively.

The Company incurred acquisition-related costs of $ 236 million related to the IHS Markit merger for the year ended December 31, 2023, $ 619 million for the year ended December 31, 2022, and $ 249 million for the year ended December 31, 2021, respectively.

These costs were included in selling and general expenses within the Company’s consolidated statements of income for the years ended December 31, 2023, 2022 and 2021, respectively.

Pro forma information

7 unchanged sentences

The unaudited pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurre d on January 1, 2021 to give effect to certain events the Company believes to be directly attributable to the acquisition.

For the year ended December 31, 2021, we paid cash for acquisitions of $ 210 million, net of cash acquired, funded with cash from operations.

None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings.

Acquisitions completed during the year ended December 31, 2021 included:

7 unchanged sentences

is not material to our consolidated financial statements.

For acquisitions during 2021 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles.

The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition.

The intangible

assets, excluding goodwill and indefinite-lived intangibles, are being amortized over their anticipated use ful lives between 3 and 5 years.

For the year ended December 31, 2020, we paid cash for acquisitions of $ 201 million, net of cash acquired, funded with cash from operations.

None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings.

Acquisitions completed during the year ended December 31, 2020 included:

• In February of 2020, CRISIL, included within our Ratings segment, completed the acquisition of Greenwich Associates LLC ( “ Greenwich”), a leading provider of proprietary benchmarking data, analytics and qualitative, actionable insights that helps financial services firms worldwide measure and improve business performance.

The acquisition complemented CRISIL's existing portfolio of products and expanded offerings to new segments across financial services including commercial banks and asset and wealth managers.

We accounted for this acquisition using the purchase method of accounting.

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

• In January of 2020, we completed the acquisition of the ESG Ratings Business from RobecoSAM, which includes the widely followed SAM* Corporate Sustainability Assessment, an annual evaluation of companies' sustainability practices.

The acquisition bolstered our position as the premier resource for ESG insights and product solutions for our customers.

Through this acquisition, we are able to offer our customers even more transparent, robust and comprehensive ESG solutions.

We accounted for this acquisition using the purchase method of accounting.

The acquisition of the ESG Ratings Business is not material to our consolidated financial statements.

None of our acquisitions completed during 2021 were material individually or in the aggregate, including the pro forma impact on earnings.

The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition.

The intangible assets, excluding goodwill and indefinite-lived intangibles, are being amortized over their anticipated useful lives between 3 and 10 years.

The goodwill for Greenwich and ESG Ratings Business is deductible for tax purposes.

The intangible assets, excluding goodwill and indefinite-lived intangibles, are being amortized over their anticipated useful lives of 7 years.

Non-cash investing activities

6 unchanged sentences

Liabilities assumed $ 103 $ 11,618 $ 11

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.

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

During the year ended December 31, 2023, we completed the following disposition and received the following contingent payment that resulted in a pre-tax loss of $ 70 million, which was included in Loss (gain) on dispositions in the consolidated statement of income:

• 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.

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.

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

• 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 year ended December 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) in Loss (gain) on dispositions related to the sale of a family of leveraged loan indices in our Indices segment.

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

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

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

Coal, Metals and Mining;

and PetroChem Wire businesses and its Base Chemicals business.

During the year ended December 31, 2022, we completed the following dispositions that resulted in a pre-tax gain of $ 1.9 billion, which was included in Gain on dispositions in the consolidated statement of income:

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

The contingent payment is expected to be received in the first quarter of 2023.

During the year ended December 31, 2022, we completed the following dispositions that resulted in a pre-tax gain of $ 1.9 billion, which was included in Loss (gain) on dispositions in the consolidated statement of income:

• In June of 2022, we completed the previously announced sale of 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 year ended December 31, 2022, we recorded a pre-tax gain of $ 505 million ($ 378 million after-tax) for the sale of LCD.

During the year ended December 31, 2022, we recorded a pre-tax gain of $ 52 million ($ 43 million after-tax) for the sale of a family of leveraged loan indices in Gain on dispositions in the consolidated statements of income.

During the year ended December 31, 2022, we recorded a pre-tax gain of $ 52 million ($ 43 million after-tax) for the sale of a family of leveraged loan indices in Loss (gain) on dispositions in the consolidated statements of income.

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

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

• 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.

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

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

During the year ended December 31, 2022, we recorded a pre-tax gain of $ 1.342 billion ($ 1.005 billion after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of CGS.

During the year ended December 31, 2022, we recorded a pre-tax gain of $ 1.342 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.

We d id not recognize a gain on the sale of OPIS.

During the year ended December 31, 2021, we completed the following dispositions that resulted in a pre-tax gain of $ 11 million, which was included in Gain on dispositions in the consolidated statement of income:

• During the year ended December 31, 2021, we recorded a pre-tax gain of $ 8 million ($ 6 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of office facilities in India.

• During the year ended December 31, 2021, we recorded a pre-tax gain of $ 3 million ($ 3 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Standard & Poor's Investment Advisory Services LLC ( “ SPIAS ” ), a business within our Market Intelligence segment, that occurred in July of 2019.

During the year ended December 31, 2020, we completed the following dispositions that resulted in a pre-tax gain of $ 16 million, which was included in Gain on dispositions in the consolidated statement of income:

• In January of 2020, Market Intelligence entered into a strategic alliance to transition S&P Global Market Intelligence's Investor Relations ( “ IR ” ) webhosting business to Q4 Inc.

This alliance integrated Market Intelligence's proprietary data into Q4's portfolio of solutions, enabling further opportunities for commercial collaboration.

In connection with transitioning its IR webhosting business to Q4, Market Intelligence received a minority investment in Q4.

During the year ended December 31, 2020, we recorded a pre-tax gain of $ 11 million ($ 6 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of IR.

• In September of 2020, we sold our facility at East Windsor, New Jersey.

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

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

During the year ended December 31, 2021, we completed the following dispositions that resulted in a pre-tax gain of $ 11 million, which was included in Loss (gain) on dispositions in the consolidated statement of income:

• During the year ended December 31, 2021, we recorded a pre-tax gain of $ 8 million ($ 6 million after-tax) in Loss (gain) on dispositions in the consolidated statements of income related to the sale of office facilities in India.

• During the year ended December 31, 2021, we recorded a pre-tax gain of $ 3 million ($ 3 million after-tax) in Loss (gain) on dispositions in the consolidated statements of income related to the sale of Standard & Poor's Investment Advisory Services LLC ( “ SPIAS ” ), a business within our Market Intelligence segment, that occurred in July of 2019.

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

4 unchanged sentences

Other assets — 76

Assets of businesses held for sale $ 1,298 $ 321

Assets of a business held for sale $ — $ 1,298

Accounts payable and accrued expenses $ — $ 59

1 unchanged sentence

Unearned revenue — 148

Liabilities of businesses held for sale $ 234 $ 149

Liabilities of a business held for sale $ — $ 234

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

2 Assets and liabilities held for sale as of December 31, 2021 relate to CGS and LCD.

The operating profit of our businesses that were held for sale or disposed of for the years ending December 31, 2023, 2022 and 2021 is as follows:

4 unchanged sentences

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

The year ended December 31, 2023 excludes a pre-tax loss related to the sale of Engineering Solutions of $ 120 million.

The year ended December 31, 2022 excludes pre-tax gains related to the sale LCD and a related family of leveraged loan indices of $ 505 million and $ 52 million , respectively.

1 unchanged sentence

The year ended December 31, 2021 excludes a pre-tax gain on the sale of SPIAS of $ 3 million.

The year ended December 31, 2020 excludes a pre-tax gain on the sale of the IR webhosting business of $ 11 million.

Goodwill and Other Intangible Assets

4 unchanged sentences

Acquisitions 16,556 22 5,009 8,695 1,023 437 — 31,742

Dispositions ( 246 ) — — — — — — ( 246 )

Reclassifications 1

3 unchanged sentences

Acquisitions 62 3 6 168 — — — 239

Dispositions ( 246 ) — — — — — — ( 246 )

Reclassifications 3

11 14 10 — 18 — 13 66

( 8 ) ( 10 ) ( 12 ) — — — 10 ( 20 )

Balance as of December 31, 2023 $ 18,183 $ 274 $ 5,538 $ 8,863 $ 1,417 $ — $ 575 $ 34,850

1 Relates to CGS and LCD, which are classified as assets held for sale in our consolidated balance sheet as of December 31, 2021.

2 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions.

2021 includes adjustments related to RobecoSAM.

1 Relates to Engineering Solutions, which is classified as assets held for sale in our consolidated balance sheet as of December 31, 2022.

2 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions.

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

11 unchanged sentences

Acquisitions 3,774 — 13,377 1,469 17 18,637

— — ( 1 ) — 11 10

Balance as of December 31, 2021 645 139 355 55 206 1,400

Acquisitions 3,774 — 13,377 1,469 17 18,637

Dispositions — — — — ( 5 ) ( 5 )

3 unchanged sentences

Balance as of December 31, 2022 3,941 139 13,467 1,524 214 19,285

Acquisitions — — — — 104 104

1 — 23 4 7 35

Balance as of December 31, 2023 $ 3,942 $ 139 $ 13,490 $ 1,528 $ 325 $ 19,424

Accumulated amortization

8 unchanged sentences

— — ( 1 ) 1 5 5

( 2 ) — — ( 1 ) ( 3 ) ( 6 )

Balance as of December 31, 2023 $ 1,116 $ 139 $ 1,198 $ 256 $ 163 $ 2,872

2 unchanged sentences

December 31, 2023 $ 2,826 $ — $ 12,292 $ 1,272 $ 162 $ 16,552

1 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions.

2021 includes adjustments related to RobecoSAM .

1 Relates to Engineering Solutions, which is classified as assets held for sale in our consolidated balance sheet as of December 31, 2022.

3 The reclassification in 2021 is related to RobecoSAM.

2 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions.

Definite-lived intangible assets are being amortized on a straight-line basis over periods of up to 25 years.

31 unchanged sentences

State and local income taxes 3.5 3.9 3.3

Divestitures 2.9 — —

Foreign operations ( 5.1 ) ( 2.8 ) ( 0.2 )

2 unchanged sentences

Tax credits and incentives ( 2.0 ) ( 1.3 ) ( 2.3 )

Divestitures 1.8 2.9 —

Other, net 3.9 2.5 1.7

Effective income tax rate 21.2 % 25.1 % 21.6 %

T he increase in the e ffective income tax rate in 2022 was primarily due to the tax charge on merger related divestitures.

The increase in the effective income tax rate in 2021 was primarily due to a change in the mix of income by jurisdiction.

Fluctuation in tax rates by year is primarily due to tax charge on merger related divestitures and change in mix of income by jurisdiction.

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

3 unchanged sentences

Deferred tax assets:

Employee compensation $ 100 $ 57

Accrued expenses $ 249 $ 179

Postretirement benefits 27 28

Unearned revenue 67 74

Forward exchange contracts — 71

Fixed Assets 49 —

Loss carryforwards 495 537

Lease liabilities 170 142

Research & Development Expenditures 258 136

Other 473 476

Total deferred tax assets 1,475 1,328

1 unchanged sentence

Goodwill and intangible assets ( 4,573 ) ( 4,864 )

Right of use asset ( 100 ) ( 101 )

Postretirement benefits ( 33 ) ( 46 )

Forward exchange contracts ( 41 ) —

Fixed assets — ( 6 )

Other ( 212 ) ( 174 )

Total deferred tax liabilities ( 4,785 ) ( 5,038 )

18 unchanged sentences

Additions for tax positions of prior years 10 62 9

Reduction for tax positions of prior years — — ( 13 )

Reduction for settlements ( 11 ) — ( 8 )

15 unchanged sentences

If any of these tax audit settlements do occur within that period, we would make any necessary adjustments to the accrual for unrecognized tax benefits.

For tax years beginning after December 31, 2021, the Tax Cuts and Jobs Act of 2017 (“TCJA”) requires taxpayers to capitalize and amortize research and development costs pursuant to Internal Revenue Code (“IRC”) Section 174.

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 affected a significant proportion of the Company for the first time in 2023.

During 2023, our cash taxes were adversely impacted by the requirement to capitalize and amortize research and development expenses under Section 174.

Although Congress is considering legislation that would reinstate and extend Section 174 expensing for certain research and experimental expenditures, the possibility that this will happen is uncertain.

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

9 unchanged sentences

2.5 % Senior Notes, due 2029 9

2.5 % Senior Notes, due 2029 10

2.70 % Sustainability-Linked Senior Notes, due 2029 10

7 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 $ 11,412 $ 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.

3 Interest payments are due semiannually on February 15 and August 15.

4 We made a $ 287 million payment on the early retirement of our 4.0 % senior notes in the second quarter of 2022.

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

7 unchanged sentences

12 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of December 31, 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 December 31, 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 December 31, 2023, the unamortized debt discount and issuance costs total $ 2 million.

6 unchanged sentences

$ 47 million due in 2024, $ 4 million due in 2025, $ 3 million due in 2026;

$ 1.7 billion due in 2027;

$ 810 million due in 2028;

$ 1.7 billion amounts due in 2027;

and $ 8.9 billion due thereafter.

The fair value of our total debt borrowings was $ 10.3 billion and $ 9.3 billion as of December 31, 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.

8 unchanged sentences

• 4.25 % Senior Notes due May 1, 2029 with an outstanding principal balance of $ 950 million.

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

The adjustment to fair value of these 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.

On March 2, 2022, we completed the offer (the “Exchange Offer”) to exchange outstanding notes issued by IHS Markit for new notes issued by us and fully and unconditionally guaranteed by Standard & Poor’s Financial Services LLC with the same interest rate, interest payment dates, maturity date and redemption terms as each corresponding series of exchange IHS Markit notes and cash.

Of the approximately $ 4.6 billion in aggregate principal amount of IHS Markit’s Senior Notes offered in the exchange, 96 %, or approximately $ 4.5 billion, were tendered and accepted.

The portion not exchanged, approximately $ 175 million, remains outstanding across seven series of Senior Notes issued by IHS Markit.

The portion not exchanged, approximately $ 175 million, remained outstanding across seven series of Senior Notes issued by IHS Markit.

The Exchange Offer was treated as a debt modification for accounting purposes resulting in a portion of the unamortized fair value adjustment of the IHS Markit Senior Notes allocated to the new debt issued by S&P Global on the settlement date of the exchange.

2 unchanged sentences

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

In the first quarter of 2022, we used a portion of the net proceeds from the new debt issuance to fund the redemption and extinguishment of the outstanding principal amount of our 4.125 % Senior Notes due 2023, 3.625 % Senior Notes due 2024, and our 4.0 % Senior Notes due 2026 which were former IHS Markit Notes that were exchanged to SPGI Notes as part of the Exchange Offer.

In addition, we also used part of the net proceeds from the new debt issuance noted above to fund the early tender as well as a subsequent full redemption of our 5.0 % Senior Notes due 2022 and the 4.750 % Senior Notes due 2025, both of which were former IHS Markit Notes that were exchanged to SPGI Notes

as part of the Exchange Offer, as well as our 4.0 % Senior Notes due 2025.

In the first quarter of 2022, we used a portion of the net proceeds from the new debt issuance to fund the redemption and extinguishment of the outstanding principal amount of our 4.125 % Senior

Notes due 2023, 3.625 % Senior Notes due 2024, and our 4.0 % Senior Notes due 2026 which were former IHS Markit Notes that were exchanged to SPGI Notes as part of the Exchange Offer.

The majority of these transactions settled within the first quarter of 2022, however, given the timing of certain redemptions, a lesser portion of these settled in the second quarter of 2022, including the redemption and extinguishment of the $ 287 million outstanding principal amount on our 4.0 % senior notes due in 2025, and a portion of the outstanding principal amounts of our 5.0 % senior notes due in 2022 and our 4.75 % senior notes due in 2025, of approximately $ 52 million and $ 247 million, respectively.

During the year ended December 31, 2022, we recognized an $ 8 million loss on extinguishment of debt.

During the year ended December 31, 2022, we recognized a n $ 8 million lo ss on extinguishment of debt.

The year ended December 31, 2022 includes a $ 142 million tender premium paid to tendering note holders in accordance with the terms of the tender offer, partially offset by a $ 134 million non-cash write-off related to the fair market value step up premium on extinguished debt.

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

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

In the third quarter of 2020, we used the net proceeds to fund the redemption and extinguishment of the $ 900 million outstanding principal amount of our 4.4 % senior notes due in 2026 and a portion of the outstanding principal amount of our 6.55 % senior notes due in 2037 and our 4.5 % senior notes due in 2048.

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

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

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

As of December 31, 2023, we had no outstanding commercial paper.

As of December 31, 2022, there was $ 188 million of commercial paper outstanding.

10 unchanged sentences

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

As of December 31, 2022 and December 31, 2021, 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 December 31, 2023 and December 31, 2022, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates and held cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates.

As of December 31, 2023 and December 31, 2022, we held 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 twelve months ended December 31, 2022, 2021 and 2020 we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet.

During the twelve months ended December 31, 2023, 2022 and 2021, 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 December 31, 2022 and 2021, the aggregate notional value of these outstanding forward contracts was $ 1.8 billion and $ 376 million, respectively.

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

The amount recorded in prepaid and other current assets was $ 5 million as of December 31, 2022 and 2021.

The amount recorded in other current liabilities was $ 37 million as of December 31, 2022 and less than $ 1 million as of December 31, 2021.

amount recorded in selling and general expense for the twelve months ended December 31, 2022 and 2021 related to these contracts was a net loss $ 45 million and a net gain of $ 9 million, respectively.

As of December 31, 2023 and 2022, the aggregate notional value of these outstanding forward contracts was $ 2.6 billion and $ 1.8 billion, respectively.

The changes in fair value of these forward contracts are recorded in prepaid and other assets or other current liabilities in the consolidated balance 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 was $ 69 million and $ 5 million as of December 31, 2023 and 2022, respectively.

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

The amount recorded in selling and general expense for the twelve months ended December 31, 2023, 2022 and 2021 related to these contracts was a net gain $ 81 million, a net loss of $ 45 million and a net gain of $ 9 million, respectively.

Net Investment Hedges

During the twelve months ended December 31, 2021, we entered into 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 December 31, 2023, 2022 and 2021, 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.

The notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 1 billion as of December 31, 2022 and 2021.

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

The notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 1.5 billion and $ 1 billion as of December 31, 2023 and 2022, respectively.

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.

The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated.

1 unchanged sentence

Accordingly, amounts related to the cross currency swaps recognized directly in net income represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

We recognized net interest expense of $ 31 million and net interest income of $ 20 million during the twelve months ended December 31, 2022 and 2021, respectively.

We recognized net interest income of $ 25 million, net interest expense of $ 31 million and net interest income of $ 20 million during the twelve months ended December 31, 2023, 2022 and 2021, respectively.

Cash Flow Hedges

4 unchanged sentences

As of December 31, 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 December 31, 2022 and December 31, 2021, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 529 million and $ 498 million, respectively.

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

Interest Rate Swaps

During the twelve months ended December 31, 2021, we entered into a series of interest rate swaps.

As of December 31, 2023, 2022 and 2021, 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.

1 unchanged sentence

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 December 31, 2022 and December 31, 2021, the aggregate notional value of our outstanding interest rate swaps designated as cash flow hedges was $ 1.4 billion and $ 2.3 billion.

As of December 31, 2023 and 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 December 31, 2023 and December 31, 2022:

5 unchanged sentences

Other non-current assets Interest rate swap contracts $ 134 $ 145

Other non-current liabilities Interest rate swap contracts $ — $ 270

Derivative designated as net investment hedges:

Other non-current assets Cross currency swap $ 84 $ —

Derivatives designated as net investment hedges:

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

Other non-current liabilities Cross currency swaps $ 14 $ —

17 unchanged sentences

Interest rate swap contracts

Net unrealized losses on cash flow hedges, net of taxes, beginning of period $ ( 203 ) $ — $ —

Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period $ 48 $ ( 203 ) $ —

Change in fair value, net of tax 32 247 ( 203 )

2 unchanged sentences

Net Investment Hedges

Net unrealized losses on net investment hedges, net of taxes, beginning of period $ ( 17 ) $ ( 81 ) $ ( 8 )

Net unrealized gains (losses) on net investment hedges, net of taxes, beginning of period $ 56 $ ( 17 ) $ ( 81 )

Change in fair value, net of tax ( 81 ) 69 59

Reclassification into earnings, net of tax 4 4 5

Net unrealized gains (losses) on net investment hedges, net of taxes, end of period $ 56 $ ( 17 ) $ ( 81 )

Net unrealized (losses) gains on net investment hedges, net of taxes, end of period $ ( 21 ) $ 56 $ ( 17 )

Employee Benefits

5 unchanged sentences

In addition, we sponsor a voluntary 401(k) plan under which we may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees’ compensation to the employees’ accounts.

We also provide certain medical, dental and life insurance benefits for active and retired employees and eligible dependents.

We also provide certain medical, dental and life insurance benefits for active employees and eligible dependents.

The medical and dental plans and supplemental life insurance plan are contributory, while the basic life insurance plan is noncontributory.

12 unchanged sentences

Plan participants’ contributions — — — —

Actuarial gain 1

( 636 ) ( 55 ) ( 6 ) ( 2 )

Actuarial loss (gain) 57 ( 636 ) 1 ( 6 )

Gross benefits paid ( 70 ) ( 86 ) ( 2 ) ( 3 )

8 unchanged sentences

Foreign currency effect 19 ( 45 ) — —

Other adjustments 1

Fair value of plan assets at end of year 1,473 1,464 1 5

14 unchanged sentences

Total recognized $ 410 $ 400 $ ( 48 ) $ ( 51 )

1 The increase in actuarial gain in 2022 compared to 2021 was primarily due to an increase in the discount rate.

2 Relates to the impact of a plan amendment in 2021.

1 Relates to the impact of lump sum benefit payments to terminated vested participants to settle existing pension obligations owed under the plan.

The non-cash pretax settlement charge reflects the accelerated recognition of a portion of unamortized actuarial losses in the plan.

Net Periodic Benefit Cost

11 unchanged sentences

Settlement charge 1

23 13 3 — — —

Total net periodic benefit cost $ 4 $ ( 8 ) $ ( 36 ) $ ( 3 ) $ ( 3 ) $ ( 2 )

1 During the years ended December 31, 2022, 2021, and 2020, lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.K.

pension plan, triggering the recognition of non-cash pre-tax settlement charges of $ 13 million for 2022 and $ 3 million for 2021 and 2020.

retirement plan accounted for a benefit of $ 6 million in 2022, $ 22 million in 2021 and $ 17 million in 2020 of the net periodic benefit cost attributable to the funded plans.

1 Lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.S.

retirement plan during the year ended December 31, 2023 and U.K.

plan during the years ended December 31, 2022 and 2021, triggering the recognition of non-cash pre-tax settlement charges of $ 23 million, $ 13 million and $ 3 million for 2023, 2022 and 2021, respectively.

retirement plan accounted for a cost of $ 4 million in 2023 and a benefit of $ 6 million and $ 22 million in 2022 and 2021, respectively, of the net periodic benefit cost attributable to the funded plans.

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

7 unchanged sentences

Total recognized $ 10 $ 45 $ ( 23 ) $ 3 $ ( 1 ) $ ( 1 )

1 During the years ended December 31, 2022, 2021, and 2020, lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.K.

pension plan, triggering the recognition of non-cash pre-tax settlement charges of $ 13 million for 2022 and $ 3 million for 2021 and 2020.

1 Lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.S.

retirement plan during the year ended December 31, 2023 and U.K.

The total cost for our retirement plans was $ 170 million for 2023, $ 124 million for 2022 and $ 93 million for 2021.

Included in the total retirement plans cost are defined contribution plans cost of $ 88 million for 2022, $ 86 million for 2021 and $ 80 million for 2020.

Included in the total retirement plans cost are defined contribution plans cost of $ 120 million, $ 88 million and $ 86 million for 2023, 2022 and 2021, respectively.

Retirement Plans Postretirement Plans

4 unchanged sentences

Net periodic cost:

Weighted-average healthcare cost rate 1

N/A N/A 6.00 %

Discount rate - U.S.

4 unchanged sentences

6.00 % 4.00 % 5.00 %

1 The health care cost trend rate no longer applies since all subsidized benefits subject to trend were eliminated in 2021.

1 Effective January 1, 2023, we changed our discount rate assumption on our U.S.

2 unchanged sentences

2 The expected return on assets assumption is calculated based on the plan’s asset allocation strategy and projected market returns over the long-term.

Effective January 1, 2023, our return on assets assumption for the U.S.

plan was increased to 6.00 % from 4.00 % and the U.K.

plan was increased to 5.50 % from 5.00 %.

In December of 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was enacted.

The Act established a prescription drug benefit under Medicare, known as “Medicare Part D”, and a federal subsidy to sponsors of retiree healthcare benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D.

Our benefits provided to certain participants are at least actuarially equivalent to Medicare Part D, and, accordingly, we are entitled to a subsidy.

Effective January 1, 2021, we elected to no longer file for Medicare Part D subsidy.

Effective January 1, 2023, our return on assets assumptions for the U.S.

retirement plans and U.K plan remained unchanged at 6.00 % and 5.50 %, respectively.

Expected employer contributions in 2024 are $ 11 million and $ 3 million for our retirement and postretirement plans, respectively.

22 unchanged sentences

Long duration strategy 1

1,007 — 1,007 —

Intermediate duration securities 38 — 38 —

Infrastructure:

Total $ 1,028 $ 3 $ 991 $ 34

14 unchanged sentences

Total $ 1,464

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

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

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

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

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

3 2023 and 2022 includes the Standard & Poor’s 500 Composite Stock Index, the Standard & Poor’s MidCap 400 Composite Stock Index, a short-term investment fund which is a common collective trust vehicle, and other various asset classes.

Additionally, 2023 includes the Standard & Poor’s MidCap 600 Composite Stock Index.

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

5 Includes funds that invest in global infrastructure for the U.K.

For securities that are quoted in active markets, the trustee/custodian determines fair value by applying securities’ prices obtained from its pricing vendors.

14 unchanged sentences

pension trust had assets of $ 1,176 million and $ 1,185 million as of December 31, 2023 and 2022 respectively, and the target allocations in 2023 include 90 % fixed income, 5 % domestic equities, 3 % international equities and 2 % cash and cash equivalents.

The year-on-year decline in U.S.

pension trust assets is primarily attributable to lower valuations on the plan's U.S.

long duration fixed income securities largely driven by increases to the U.S.

Central Bank's interest rates.

pension trust had assets of $ 279 million and $ 631 million as of December 31, 2022 and 2021, respectively, and the target allocations in 2022 include 39 % fixed income, 29 % infrastructure, 14 % equities, 13 % real estate and 5 % diversified growth funds.

The year-over-year reduction in U.K.

plan assets is primarily driven by lower valuation of the investment portfolio including a mix of fixed income and growth assets driven by higher interest rates and challenging U.K.

economic environment for growth assets.

pension trust had assets of $ 297 million and $ 279 million as of December 31, 2023 and 2022, respectively, and the target allocations in 2023 include 67 % fixed income, 16 % equities, 12 % real estate and 5 % diversified growth funds.

The pension assets are invested with the goal of producing a combination of capital growth, income and a liability hedge.

4 unchanged sentences

The fixed income strategies include U.S.

long duration securities, opportunistic fixed income securities and U.K.

long duration securities, intermediate credit, high yield, and U.K.

debt instruments.

20 unchanged sentences

Each Director may also elect to defer all or a portion of the remaining compensation and have an equivalent number of shares credited to their deferred stock account.

Recipients under this plan are not required to

provide consideration to us other than rendering service.

Recipients under this plan are not required to provide consideration to us other than rendering service.

Shares will be delivered as of the date a recipient ceases to be a member of the Board of Directors or within five years thereafter, if so elected.

9 unchanged sentences

Total shares reserved for issuance 18.4 19.5

1 Shares reserved for issuance under the Director Plan are less t han 1.0 million at both December 31, 2022 and 2021.

1 Shares reserved for issuance under the Director Plan are less than 1.0 million at both December 31, 2023 and 2022.

We issue treasury shares upon exercise of stock options and the issuance of restricted stock other stock-based awards.

22 unchanged sentences

0.1 $ 77.25 0.79 $ 24

1 There are less than 0.1 million options that were assumed as part of the merger with IHS Markit.

Information regarding our stock option exercises is as follows:

14 unchanged sentences

Balance as of December 31, 2022

Assumed 0.9 $ 380.89

Granted 0.6 $ 374.00

18 unchanged sentences

Dividends paid (in millions) $ 1,147 $ 1,024 $ 743

1 The quarterly dividend rate was $ 0.90 per share for the year ended December 31 2023.

The quarterly dividend rate was $ 0.77 per share in the first quarter of 2022 and increased to $ 0.85 per share beginning in the second quarter of 2022.

The quarterly dividend rate was $ 0.77 per share and $ 0.67 per share for the years ended December 31 2021 and 2020, respectively.

The quarterly dividend rate was $ 0.77 per share for the year ended December 31 2021.

Stock Repurchases

1 unchanged sentence

On January 29, 2020, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2020 Repurchase Program”), which was approximately 12 % of the total shares of our outstanding common stock at that time.

On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of 50 million shares (the “2013 Repurchase Program”), which was approximately 18 % of the total shares of our outstanding common stock at that time.

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

As of December 31, 2022, 27.2 million shares remained available under the 2022 Repurchase Program and the 2020 and 2013 repurchase programs were completed.

As of December 31, 2023, 18.7 million shares remained available under the 2022 Repurchase Program and the 2020 repurchase program was completed.

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.

6 unchanged sentences

a stock purchase transaction and a forward stock purchase contract.

The shares delivered under the ASR agreements resulted in a reduction of outstanding shares used to determine our weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share.

The shares delivered under

the ASR agreements resulted in a reduction of outstanding shares used to determine our weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share.

The repurchased shares are held in Treasury.

4 unchanged sentences

Purchased Average Price Paid Per Share Total Cash Utilized

December 2, 2022 1

November 13, 2023 1

2.8 — 2.8 $ — $ 1,300

August 7, 2023 2

September 8, 2023 1.1 0.2 1.3 $ 387.36 $ 500

May 8, 2023 3

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

February 13, 2023 4

May 5, 2023 1.1 0.3 1.4 $ 341.95 $ 500

December 2, 2022 5

February 3, 2023 2.4 0.4 2.8 $ 350.74 $ 1,000

August 9, 2022 6

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

3 unchanged sentences

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

February 11, 2020 5

July 27, 2020 1.3 0.4 1.7 $ 292.13 $ 500

February 11, 2020 6

July 27, 2020 1.4 0.3 1.7 $ 292.13 $ 500

1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.3 billion and initially received shares valued at 85 % of the $ 1.3 billion at a price equal to the market price of the Company's common stock on November 13, 2023 when the Company received an initial delivery of 2.8 million shares from the ASR program.

We completed the ASR agreement on February 7, 2024 and received an additional 0.2 million shares.

We repurchased a total of 3.0 million shares under the ASR agreement for an average purchase price $ 428.45 .