What changed in this filing

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Item 1. Financial Statements

2024-04-25 compared with 2023-11-02 · 212 added, 428 removed, 504 unchanged (56% of the section changed)

2 unchanged sentences

Consolidated Statements of Income

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

September 30, September 30,

2023 2022 2023 2022

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

Revenue $ 3,491 $ 3,160

4 unchanged sentences

Total expenses 2,112 2,080

Loss (gain) on dispositions — 2 69 ( 1,897 )

Gain on disposition — ( 50 )

Equity in income on unconsolidated subsidiaries ( 6 ) ( 14 )

Operating profit 1,385 1,144

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

Other (income) expense, net ( 9 ) 11

Interest expense, net 78 85

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

Income before taxes on income 1,316 1,048

4 unchanged sentences

Net income attributable to S&P Global Inc.

$ 742 $ 608 $ 2,047 $ 2,815

Earnings per share attributable to S&P Global Inc.

9 unchanged sentences

Consolidated Statements of Comprehensive Income

(in millions) Three Months Ended Nine Months Ended

September 30, September 30,

2023 2022 2023 2022

(in millions) Three Months Ended

Net income $ 1,068 $ 860

1 unchanged sentence

Foreign currency translation adjustments

( 113 ) ( 255 ) ( 40 ) ( 371 )

Income tax effect

( 6 ) ( 15 ) 2 ( 42 )

( 119 ) ( 270 ) ( 38 ) ( 413 )

Pension and other postretirement benefit plans

Income tax effect

— ( 1 ) 4 ( 1 )

Unrealized gain on cash flow hedges 21 ( 27 )

Income tax effect

( 29 ) ( 14 ) ( 29 ) ( 71 )

Comprehensive income 1,006 885

comprehensive income attributable to nonredeemable noncontrolling interests

( 7 ) ( 6 ) ( 19 ) ( 18 )

comprehensive income attributable to redeemable noncontrolling interests

1 unchanged sentence

Comprehensive income attributable to S&P Global Inc.

$ 709 $ 381 $ 2,087 $ 2,618

See accompanying notes to the unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Balance Sheets

(in millions) September 30,

(in millions) March 31,

2024 December 31,

31 unchanged sentences

Total liabilities 22,228 22,489

Redeemable noncontrolling interest (Note 8) 3,510 3,267

Redeemable noncontrolling interests (Note 8) 3,825 3,800

Commitments and contingencies (Note 12)

13 unchanged sentences

Consolidated Statements of Cash Flows

(in millions) Nine Months Ended

September 30,

(in millions) Three Months Ended

Operating Activities:

6 unchanged sentences

Stock-based compensation 33 46

Loss (gain) on dispositions 69 ( 1,897 )

Loss on extinguishment of debt, net — 15

Other 151 249

Gain on disposition — ( 50 )

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

12 unchanged sentences

Changes in short-term investments 5 ( 3 )

Cash provided by investing activities 607 3,689

Cash used for investing activities ( 20 ) ( 253 )

Financing Activities:

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

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

Payments on senior notes — ( 3,684 )

Additions to short-term debt, net 250 710

Dividends paid to shareholders ( 286 ) ( 290 )

Proceeds from noncontrolling interest holders — 410

Distributions to noncontrolling interest holders ( 211 ) ( 197 )

Contingent consideration payments ( 8 ) —

Distributions to noncontrolling interest holders, net ( 73 ) ( 78 )

Repurchase of treasury shares ( 500 ) ( 500 )

Exercise of stock options 12 4

Exercise of stock options and other 1 3

Employee withholding tax on share-based payments ( 49 ) ( 75 )

7 unchanged sentences

Consolidated Statements of Equity

Three Months Ended September 30, 2023

(in millions) Common Stock $ 1 par

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

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

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

Comprehensive income 1

742 ( 33 ) 709 7 716

Dividends (Dividend declared per common share — $ 0.90 per share)

( 286 ) ( 286 ) ( 2 ) ( 288 )

Share repurchases 125 625 ( 500 ) ( 500 )

Employee stock plans 21 ( 17 ) 38 38

Change in redemption value of redeemable noncontrolling interest ( 10 ) ( 10 ) ( 10 )

Adjustment to noncontrolling interest — —

Other — ( 1 ) ( 1 )

Balance as of September 30, 2023

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

Three Months Ended September 30, 2022

(in millions) Common Stock $ 1 par

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

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

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

Comprehensive income 1

608 ( 227 ) 381 6 387

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

( 277 ) ( 277 ) ( 2 ) ( 279 )

Share repurchases 962 3,462 ( 2,500 ) ( 2,500 )

Employee stock plans 25 1 24 24

Change in redemption value of redeemable noncontrolling interest 106 106 106

Other — ( 4 ) ( 4 )

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.

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

(in millions) Common Stock $ 1 par

2 unchanged sentences

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

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

Comprehensive income 1

4 unchanged sentences

Employee stock plans ( 56 ) ( 40 ) ( 16 ) ( 16 )

Change in redemption value of redeemable noncontrolling interest ( 247 ) ( 247 ) ( 247 )

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

Change in redemption value of redeemable noncontrolling interests ( 1 ) ( 1 ) ( 1 )

Other 1 1 ( 10 ) ( 9 )

Balance as of September 30, 2023

Balance as of March 31, 2024

$ 415 $ 44,295 $ 19,433 $ ( 825 ) $ 28,991 $ 34,327 $ 97 $ 34,424

Nine Months Ended September 30, 2022

Three Months Ended March 31, 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

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

Comprehensive income 1

2 unchanged sentences

( 287 ) ( 287 ) ( 287 )

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

Share repurchases 50 550 ( 500 ) ( 500 )

Employee stock plans ( 143 ) ( 118 ) ( 25 ) ( 25 )

Change in redemption value of redeemable noncontrolling interest 653 653 653

Change in redemption value of redeemable noncontrolling interests ( 120 ) ( 120 ) ( 120 )

Other ( 1 ) ( 1 ) 2 1

Balance as of September 30, 2022

Balance as of March 31, 2023

$ 415 $ 44,329 $ 18,171 $ ( 861 ) $ 25,779 $ 36,275 $ 95 $ 36,370

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.

1 Excludes comprehensive income of $ 70 million and $ 61 million for the three months ended March 31, 2024 and 2023, respectively, attributable to our redeemable noncontrolling interests.

See accompanying notes to the unaudited consolidated financial statements.

S&P Global Inc.

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(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 and automotive markets.

Our operations consist of six reportable segments:

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

Our operations consist of five reportable segments:

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

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• Commodity Insights is a leading independent provider of information and benchmark prices for the commodity and energy markets.

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

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

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

• 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.

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 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.

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.

As of May 2, 2023, we completed the sale of S&P Global Engineering Solutions (“Engineering Solutions”), a provider of engineering standards and related technical knowledge, and the results are included through that date .

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

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Therefore, the financial statements included herein should be read in conjunction with the financial statements and notes included in our Form 10-K for the year ended December 31, 2023 (our “Form 10-K”).

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

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

The operating results for the three and nine months ended September 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

The operating results for the three months ended March 31, 2024 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 September 30, 2023 and December 31, 2022.

Restricted cash included in our consolidated balance sheets was $ 1 million as of March 31, 2024 and December 31, 2023.

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 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.

As of March 31, 2024 and December 31, 2023, contract assets were $ 77 million and $ 75 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 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.

The increase in the unearned revenue balance at March 31, 2024 compared to December 31, 2023 is primarily driven by cash payments received in advance of satisfying our performance obligations, offset by $ 1.4 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period.

Remaining Performance Obligations

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

As of 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.

As of March 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.1 billion.

We expect to recognize revenue on approximately sixty 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.

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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 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.

Total capitalized costs to obtain contracts were $ 234 million as of March 31, 2024 and December 31, 2023, 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.

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

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

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

Other Income, net

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

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.

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

Other (Income) Expense, net

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

(in millions) 2024 2023

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

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

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

Net (gain) loss from investments ( 3 ) 17

Other (income) expense, net $ ( 9 ) $ 11

Acquisitions and Divestitures

On February 20, 2024, we entered into an agreement to acquire Visible Alpha, the financial technology provider of deep industry and segment consensus data, sell-side analyst models and analytics from high-quality, exclusive sources.

The acquisition is expected to create a premium offering of fundamental investment research capabilities on Market Intelligence’s Capital IQ Pro platform.

The combination of Visible Alpha with S&P Capital IQ Pro, the flagship S&P Global platform for research and analysis across institutional and corporate markets, reflects S&P Global’s continued commitment to be the foremost provider in this space.

The transaction with Visible Alpha is subject to customary closing conditions, including receipt of certain regulatory approvals, and is expected to close during 2024.

The proposed acquisition of Visible Alpha is not expected to be material to our consolidated financial statements.

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 TM and its powerful payment calculation engine.

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

The 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.

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

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 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 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 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.

Merger with IHS Markit

On February 28, 2022, we completed the merger with IHS Markit.

The fair value of the consideration transferred for IHS Markit was approximately $ 43.5 billion.

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

(in millions) February 28, 2022

Assets acquired

Cash and cash equivalents $ 310

Accounts receivable, net 968

Prepaid and other current assets 224

Assets of a business held for sale 1,519

Property and equipment 118

Right of use assets 240

Goodwill 31,456

Other intangible assets 18,620

Equity investments in unconsolidated subsidiaries 1,644

Other non-current assets 54

Total assets acquired $ 55,153

Liabilities assumed

Account payable $ 174

Accrued compensation 90

Short-term debt 968

Unearned revenue 1,053

Other current liabilities 581

Liabilities of a business held for sale 72

Long-term debt 4,191

Lease liabilities - non-current 231

Deferred tax liability - non-current 4,200

Other non-current liabilities 57

Total liabilities assumed $ 11,617

Total consideration transferred $ 43,536

Acquired Identifiable Intangible Assets

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

(in millions) Fair Value Weighted Average Useful Lives

Customer relationships $ 13,596 25 years

Trade names and trademarks 1,469 14 years

Developed technology 1,043 10 years

Databases 2,512 12 years

Total Identified Intangible Assets $ 18,620 21 years

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

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

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

sheet as of December 31, 2022.

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

On February 20, 2024 we announced our intent to explore strategic opportunities for Fincentric, formerly known as Markit Digital.

Fincentric is S&P Global’s premier digital solutions provider focused on developing mobile applications and websites for retail brokerages and other financial institutions.

Fincentric specializes in designing cutting-edge financial data visualizations, interfaces and investor experiences.

Fincentric joined S&P Global through the merger with IHS Markit and is part of our Market Intelligence segment.

The assets and liabilities of Fincentric were classified as held for sale in our consolidated balance sheet as of March 31, 2024.

The proposed divestiture of Fincentric is not expected to be material to our consolidated financial statements.

In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) 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 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.

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

Coal, Metals and Mining;

and PetroChem Wire businesses and its Base Chemicals business.

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

During the three and 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.

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

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

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

During the three 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.

We did no t recognize a gain on the sale of OPIS.

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

Assets and Liabilities Held for Sale

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

(in millions) September 30, December 31,

(in millions) March 31 December 31,

Accounts Receivable, net $ 13 $ —

Goodwill 46 —

Other intangible assets, net — 697

Other assets 1 —

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Accounts payable and accrued expenses $ 6 $ —

Deferred tax liability — 27

Unearned revenue 4 —

Liabilities of a business held for sale $ 10 $ —

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 September 30 is as follows:

(in millions) Three Months Nine Months

2023 2022 2023 2022

Operating profit 1

$ — $ — $ 19 $ 59

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

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.

1 Assets and liabilities held for sale as of March 31, 2024 relate to Fincentric.

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

(in millions) 2024 2023

Operating profit (loss) 2

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

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

The effective income tax rate was 18.8 % and 17.9 % for the three months ended March 31, 2024 and March 31, 2023, respectively.

The increase in the three months ended March 31, 2024 was primarily due to change in mix of income by jurisdiction.

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

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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.

As of March 31, 2024 and December 31, 2023, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 225 million and $ 230 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 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.

As of March 31, 2024 and December 31, 2023, we had $ 52 million and $ 50 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 $ 12 million in the next twelve months as a result of the resolution of local tax examinations.

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 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.

Although Congress is considering legislation that would defer, repeal or otherwise modify this capitalization and amortization requirement, the possibility that this will happen is uncertain.

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

The Organization for Economic Co-operation and Development (“OECD”) introduced an international tax framework under Pillar Two which includes a global minimum tax of 15%.

This framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024, and many other jurisdictions, including jurisdictions in which we operate, are in the process of implementing it.

The effect of enacted Pillar Two taxes has been included in the results disclosed and did not have a significant impact on our consolidated financial statements.

The Company continues to monitor jurisdictions that are expected to implement Pillar Two in the future, and it is in the process of evaluating the potential impact of the enactment of Pillar Two by such jurisdictions on its consolidated financial statements.

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

(in millions) September 30,

(in millions) March 31,

2024 December 31,

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2.5 % Senior Notes, due 2029 8

2.5 % Senior Notes, due 2029 9

2.70 % Sustainability-Linked Senior Notes, due 2029 9

12 unchanged sentences

Long-term debt $ 11,404 $ 11,412

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

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

1 unchanged sentence

3 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 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.

4 Interest payments are due semiannually on January 22 and July 22, and as of March 31, 2024, the unamortized debt discount and issuance costs total $ 3 million.

5 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2024, the unamortized debt discount and issuance costs total $ 10 million.

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

7 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 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.

In the transaction, we assumed IHS Markit's publicly traded debt, with an outstanding principal balance of $ 4.6 billion, which was recorded at fair value of $ 4.9 billion on the acquisition date.

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 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.

8 Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2024, the unamortized debt discount and issuance costs total $ 3 million.

9 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2024, the unamortized debt discount and issuance costs total $ 14 million.

10 Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2024, the unamortized debt discount and issuance costs total $ 5 million.

11 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2024, the unamortized debt discount and issuance costs total $ 25 million.

12 Interest payments are due semiannually on March 15 and September 15, beginning on March 15, 2024, and as of March 31, 2024, the unamortized debt discount and issuance costs total $ 7 million.

13 Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2024, 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 March 31, 2024, the unamortized debt discount and issuance costs total $ 11 million.

15 Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2024, the unamortized debt discount and issuance costs total $ 10 million.

16 Interest payments are d ue semiannually on March 1 and September 1 and as of March 31, 2024, the unamortized debt discount and issuance costs total $ 25 million.

17 Interest payments are due semiannually on February 15 and August 1 5, and as of March 31, 2024, 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 March 31, 2024, the unamortized debt discount and issuance costs total $ 14 million.

The fair value of our total debt borrowings wa s $ 10.1 billion an d $ 10.3 billion as of March 31, 2024 and December 31, 2023, respectively, and was estimated based on quoted market prices.

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

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

As of March 31, 2024, there was $ 250 million of commercial paper outstanding.

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

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.

6 unchanged sentences

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 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.

As of March 31, 2024 and December 31, 2023, 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, 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 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.

During the three months ended March 31, 2024 and twelve months ended December 31, 2023, 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 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.

As of March 31, 2024 and December 31, 2023, the aggregate notional value of these outstanding forward contracts was $ 2.9 billion and $ 2.6 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 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.

The amount recorded in prepaid and other current assets as of March 31, 2024 and December 31, 2023 was less than $ 7 million and $ 69 million, respectively.

The amount recorded in other current liabilities as of March 31, 2024 and December 31, 2023 was $ 15 million and $ 1 million, respectively.

The amount recorded in selling and general expense related to these contracts was a net loss of $ 37 million and a net gain of $ 29 million for three months ended March 31, 2024 and 2023, respectively.

Net Investment Hedges

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.

As of March 31, 2024 and December 31, 2023, 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 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 notional value of

our outstanding cross currency swaps designated as a net investment hedge was $ 1.5 billion as of March 31, 2024 and December 31, 2023.

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.

1 unchanged sentence

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 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.

Accordingly, amounts related to the cross currency swaps recognized directly in net income for the three months ended March 31, 2024 represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

We recognized net interest income of $ 8 million and interest expense of $ 9 million for the three months ended March 31, 2024 and 2023, respectively.

Cash Flow Hedges

Foreign Exchange Forward Contracts

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.

During the three months ended March 31, 2024 and the twelve months ended December 31, 2023, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the first quarter of 2026 and the fourth quarter of 2025, 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 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.

As of March 31, 2024, we estimate that $ 6 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 March 31, 2024 and December 31, 2023, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 540 million and $ 529 million, respectively.

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.

These interest rate swaps are designated as cash flow hedges.

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 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,

During the three months ended March 31, 2024, we terminated our interest rate swap contracts with an aggregate notional value of $ 813 million and received net proceeds of $ 155 million upon termination.

These contracts were designated as cash flow hedges and were scheduled to mature beginning in the first quarter of 2027.

We performed a final effectiveness test upon the termination of each swap, and the effective portion of the gain of $ 155 million was recorded in accumulated other comprehensive loss in our consolidated balance sheet.

The gain will be recognized into interest expense, net over the term which related interest payments will be made when we enter into anticipated future debt refinancing.

The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of March 31, 2024 and December 31, 2023:

(in millions) March 31, December 31,

Balance Sheet Location 2024 2023

5 unchanged sentences

Other non-current assets Cross currency swaps $ 126 $ —

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)

2023 2022 2023 2022

Cash flow hedges - designated as hedging instruments

Foreign exchange forward contracts $ ( 5 ) $ ( 2 ) Revenue, Selling and general expenses $ 2 $ ( 6 )

Interest rate swap contracts $ 120 $ 56 Interest expense, net $ ( 1 ) $ ( 1 )

Net investment hedges - designated as hedging instruments

Cross currency swaps $ 22 $ 70 Interest expense, net $ ( 1 ) $ ( 1 )

Other non-current liabilities Cross currency swaps $ 109 $ 14

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

5 unchanged sentences

Cross currency swaps $ 30 $ ( 9 ) Interest expense, net $ ( 1 ) $ ( 1 )

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

(in millions) Three Months Nine Months

2023 2022 2023 2022

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

(in millions) 2024 2023

Cash Flow Hedges

3 unchanged sentences

Reclassification into earnings, net of tax ( 2 ) —

Net unrealized gains (losses) on cash flow hedges, net of taxes, end of period $ 3 $ ( 11 ) $ 3 $ ( 11 )

Net unrealized gains on cash flow hedges, net of taxes, end of period $ 5 $ 4

Interest rate swap contracts

Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period $ 41 $ ( 16 ) $ 48 $ ( 203 )

Net unrealized gains on cash flow hedges, net of taxes, beginning of period $ 84 $ 48

Change in fair value, net of tax 16 ( 26 )

Reclassification into earnings, net of tax — 1

Net unrealized gains (losses) on cash flow hedges, net of taxes, end of period $ 131 $ 26 $ 131 $ 26

Net unrealized gains on cash flow hedges, net of taxes, end of period $ 100 $ 23

Net Investment Hedges

Net unrealized gains (losses) on net investment hedges, net of taxes, beginning of period $ 32 $ 62 $ 56 $ ( 17 )

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

Change in fair value, net of tax 21 ( 8 )

5 unchanged sentences

As a result, no new employees will be permitted to enter these plans and no additional benefits for current participants in the frozen plans will be accrued.

We also have supplemental benefit plans providing senior management with supplemental retirement, disability and death benefits.

We also have supplemental benefit plans that provide senior management with supplemental retirement, disability and death benefits.

Certain supplemental retirement benefits are based on final monthly earnings.

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.

1 unchanged sentence

We recognize the funded status of our retirement and postretirement plans in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes.

The amounts in accumulated other comprehensive loss represent net unrecognized actuarial losses and unrecognized prior service costs.

The amounts in accumulated other

comprehensive loss represent net unrecognized actuarial losses and unrecognized prior service costs.

These amounts will be subsequently recognized as net periodic pension cost pursuant to our accounting policy for amortizing such amounts.

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 September 30 are as follows:

(in millions) Three Months Nine Months

2023 2022 2023 2022

Service cost $ — $ 1 $ 1 $ 2

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

(in millions) 2024 2023

Interest cost $ 17 $ 18

2 unchanged sentences

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

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 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.

Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three months ended March 31, 2024 and 2023.

As discussed in our Form 10-K, we changed certain discount rate assumptions for our retirement and postretirement plans which became effective on January 1, 2024.

The effect of the assumption changes on retirement and postretirement expense for the three months ended March 31, 2024 did not have a material impact to our financial position, results of operations or cash flows.

In the first three months of 2024, we contributed $ 3 million to our retirement plans and expect to make additional required contributions of approximately $ 8 million to our retirement plans during the remainder of the year.

We may elect to make additional non-required contributions depending on investment performance or any potential deterioration of our pension plan status in the remaining nine months of 2024.

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 $ 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 .

For the three months ended March 31, 2024 and 2023, total stock-based compensation expense related to restricted stock and other stock-based awards was $ 33 million and $ 46 million, respectively.

During the three months ended March 31, 2024, the Company granted 0.4 million shares of restricted stock and other stock-based awards, which had a weighted average grant date fair value of $ 422.70 per share.

Total unrecognized compensation expense related to unvested equity awards as of March 31, 2024 was $ 259 million, which is expected to be recognized over a weighted average period of 1.6 years.

On January 23, 2024, the Board of Directors approved an increase in the dividends for 2024 to a quarterly common stock dividend of $ 0.91 per share.

1 unchanged sentence

On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9 % of the total shares of our outstanding common stock at that time.

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.

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

As of March 31, 2024, 17.4 million shares remained available under the 2022 Repurchase Program.

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.

9 unchanged sentences

The forward stock purchase contracts were classified as equity instruments.

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:

The terms of each ASR agreement entered into during the three months ended March 31, 2024 and 2023, structured as outlined above, are as follows:

(in millions, except average price paid per share)

1 unchanged sentence

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

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

February 12, 2024 1

May 5, 2023 1.1 0.3 1.4 $ 341.95 $ 500

August 9, 2022 4

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

1.0 — 1.0 $ — $ 500

February 13, 2023 2

May 5, 2023 1.1 0.3 1.4 $ 341.95 $ 500

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

March 1, 2022 6

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.

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 February 12, 2024 when the Company received an initial delivery of 1.0 million shares from the ASR program.

We completed the ASR agreement on April 12, 2024 and received an additional 0.2 million shares.

We repurchased a total of 1.2 million shares under the ASR agreement for an average purchase price of $ 421.05 per share.

The ASR agreement was executed under our 2022 Repurchase Program.

2 unchanged sentences

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.

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

The ASR agreement was executed under our 2020 Repurchase Program.

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

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

The ASR agreement was executed under our 2020 Repurchase Program.

During the 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.

During the three months ended March 31, 2024, we received 1.2 million shares, including 0.2 million shares received in February of 2024 related to our November 13, 2023 ASR agreement.

During the three months ended March 31, 2024, we purchased a total of 1.0 million shares for $ 500 million of cash.

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

Redeemable Noncontrolling Interests

The agreement with the minority partners that own 27 % of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control.

Our redeemable noncontrolling interests include an agreement with the minority partners that own 27 % of our S&P Dow Jones Indices LLC joint venture that contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control.

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

1 unchanged sentence

If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption.

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.

This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interests” 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.

4 unchanged sentences

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

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

Changes to redeemable noncontrolling interests during the three months ended March 31, 2024 were as follows:

(in millions)

Balance as of December 31, 2023

Net income attributable to redeemable noncontrolling interest 183

Distributions payable to redeemable noncontrolling interest ( 187 )

Net income attributable to redeemable noncontrolling interests 70

Distributions payable to redeemable noncontrolling interests ( 49 )

Redemption value adjustment 1

Balance as of September 30, 2023

Balance as of March 31, 2024

1 Includes foreign currency translation adjustments.

Accumulated Other Comprehensive Loss

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

The following table summarizes the changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2024:

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

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Net other comprehensive income (loss) ( 79 ) 1 16 ( 62 )

Balance as of September 30, 2023

Balance as of March 31, 2024

$ ( 566 ) $ ( 361 ) $ 102 $ ( 825 )

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

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

2 Reflects amortization of net actuarial losses and is net of a tax benefit of less than $ 1 million for the three months ended March 31, 2024.

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 September 30 is as follows:

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

2023 2022 2023 2022

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

(in millions, except per share amounts) 2024 2023

Amounts attributable to S&P Global Inc.

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Basic weighted-average number of common shares outstanding

317.5 329.6 319.4 314.5

Effect of stock options and other dilutive securities 0.4 0.8

Diluted weighted-average number of common shares outstanding

318.0 330.9 319.9 315.7

Earnings per share attributable to S&P Global Inc.

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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.

For the three months ended March 31, 2024 and 2023, there were no stock options excluded.

Restricted performance shares outstanding of 0.9 million and 0.8 million as of March 31, 2024 and 2023, respectively, were excluded.

Restructuring

We continuously evaluate our cost structure to identify cost savings associated with streamlining our management structure.

Our 2023 and 2022 restructuring plan consisted of a company-wide workforce reduction of approximately 589 and 1,440 positions, respectively, and is further detailed below.

The charges for the restructuring plans are classified as selling and general expenses within the consolidated statements of income and the reserves are included in other current liabilities in the consolidated balance sheets.

Our 2024 and 2023 restructuring plans consisted of a company-wide workforce reduction of approximately 287 and 1,050 positions, respectively, and are further detailed below.

The charges for each restructuring plan are classified as selling and general expenses within the consolidated statements of income and the reserves are included in other current liabilities in the consolidated balance sheets.

In certain circumstances, reserves are no longer needed because employees previously identified for separation resigned from the Company and did not receive severance or were reassigned due to circumstances not foreseen when the original plans were initiated.

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 September 30, 2023 by segment is as follows:

The initial restructuring charge recorded and the ending reserve balance as of March 31, 2024 by segment is as follows:

2024 Restructuring Plan 2023 Restructuring Plan

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Indices 1 1 5 2

Engineering Solutions — — 2 —

Corporate 2 2 43 18

Total $ 35 $ 28 $ 183 $ 83

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.

We recorded a pre-tax restructuring charge of $ 35 million primarily related to employee severance charges for the 2024 restructuring plan during the three months ended March 31, 2024 and have reduced the reserve by $ 7 million.

The ending reserve balance for the 2023 restructuring plan was $ 152 million as of December 31, 2023.

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.

For the three months ended March 31, 2024, we have reduced the reserve for the 2023 restructuring plan by $ 69 million.

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

Segment and Related Information

We have six reportable segments:

Market Intelligence, Ratings, Commodity Insights, Mobility, Indices, and Engineering Solutions.

We have five reportable segments:

Market Intelligence, Ratings, Commodity Insights, Mobility and Indices.

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 (gain) 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) expense, net, or interest expense, 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 September 30 is as follows:

Revenue Three Months Nine Months

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

(in millions) 2024 2023

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Total revenue $ 3,491 $ 3,160

Operating Profit Three Months Nine Months

Operating Profit

(in millions) 2024 2023

Market Intelligence 2

$ 195 $ 174 $ 599 $ 2,366

459 377 1,422 1,352

Commodity Insights 4

184 141 527 440

80 90 213 166

235 239 699 732

Engineering Solutions 7

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

2 Operating profit for 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 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 September 30, 2023

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

Non-subscription / Transaction 42 326 26 83 — — — 477

Non-transaction — 493 — — — — ( 46 ) 447

Asset-linked fees — — — — 218 — — 218

Sales usage-based royalties — — 21 — 66 — — 87

Recurring variable revenue 125 — — — — — — 125

Total revenue $ 1,099 $ 819 $ 479 $ 379 $ 354 $ — $ ( 46 ) $ 3,084

Timing of revenue recognition

Services transferred at a point in time $ 42 $ 326 $ 26 $ 83 $ — $ — $ — $ 477

Services transferred over time

1,057 493 453 296 354 — ( 46 ) 2,607

Total revenue $ 1,099 $ 819 $ 479 $ 379 $ 354 $ — $ ( 46 ) $ 3,084

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

Nine Months Ended September 30, 2023

2 Operating profit for 2024 includes employee severance charges of $ 31 million, IHS Markit merger costs of $ 11 million and acquisition-related costs of $ 3 million.

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 140 million and $ 141 million for 2024 and 2023, respectively.

3 Operating profit for 2024 and 2023 includes employee severance charges of $ 2 million and $ 1 million, respectively.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 7 million and $ 2 million for 2024 and 2023, respectively.

4 Operating profit for 2024 includes IHS Markit merger costs of $ 5 million.

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 32 million and $ 33 million for 2024 and 2023, respectively.

5 Operating profit for 2024 includes IHS Markit merger costs of $ 1 million.

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 76 million and $ 74 million for 2024 and 2023, respectively.

6 Operating profit for 2024 includes IHS Markit merger costs of $ 1 million and employee severance charges of $ 1 million.

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 9 million for 2024 and 2023.

7 Operating profit for 2023 includes amortization of intangibles from acquisitions of $ 2 million.

8 Corporate Unallocated expense for 2024 includes IHS Markit merger costs of $ 18 million, employee severance charges of $ 2 million, acquisition-related costs of $ 1 million and recovery of lease-related costs of $ 1 million.

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

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

9 Equity in Income on Unconsolidated Subsidiaries includes amortization of intangibles from acquisitions of $ 14 million for 2024 and 2023.

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

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

Intersegment Elimination 2

Subscription $ 947 $ — $ 450 $ 311 $ 70 $ — $ — $ 1,778

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Total revenue $ 1,142 $ 1,062 $ 559 $ 386 $ 387 $ — $ ( 45 ) $ 3,491

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

Three Months Ended September 30, 2022

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

Non-subscription / Transaction 40 244 21 77 — 6 — 388

Non-transaction — 437 — — — — ( 43 ) 394

Asset-linked fees — — — — 210 — — 210

Sales usage-based royalties — — 17 — 55 — — 72

Recurring variable revenue 115 — — — — 115

Total revenue $ 1,016 $ 681 $ 432 $ 346 $ 334 $ 95 $ ( 43 ) $ 2,861

Timing of revenue recognition

Services transferred at a point in time $ 40 $ 244 $ 21 $ 77 $ — $ 6 $ — $ 388

Services transferred over time 976 437 411 269 334 89 ( 43 ) 2,473

Total revenue $ 1,016 $ 681 $ 432 $ 346 $ 334 $ 95 $ ( 43 ) $ 2,861

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

Nine Months Ended September 30, 2022

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

Intersegment Elimination 2

Subscription $ 890 $ — $ 409 $ 281 $ 66 $ 94 $ — $ 1,740

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Total revenue $ 1,071 $ 824 $ 508 $ 358 $ 341 $ 100 $ ( 42 ) $ 3,160

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

2 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 September 30:

(in millions) Three Months Nine Months

2023 2022 2023 2022

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

(in millions) 2024 2023

$ 2,150 $ 1,926

European region 776 711

Asia 344 322 1,023 912

Rest of the world 209 186

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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 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 September 30, 2023 and December 31, 2022:

(in millions) September 30, December 31,

The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of March 31, 2024 and December 31, 2023:

(in millions) March 31, December 31,

Balance Sheet Location 2024 2023

2 unchanged sentences

Lease liabilities — non-current Non-current lease liabilities 524 541

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

(in millions) Three Months Nine Months

2023 2022 2023 2022

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

(in millions) 2024 2023

Operating lease cost $ 34 $ 30

1 unchanged sentence

Total lease cost $ 30 $ 26

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

(in millions) Three Months Nine Months

2023 2022 2023 2022

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

(in millions) 2024 2023

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

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

September 30, December 31,

March 31, December 31,

Weighted-average remaining lease term (years) 6.1 6.0

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(in millions)

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

2024 (Excluding the three months ended March 31, 2024)

2029 and beyond 221

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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 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.

During the three months ended March 31, 2024 and 2023, S&P Dow Jones Indices LLC earned $ 48 million and $ 44 million 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.

Contractual Obligations

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

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

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

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

Legal and Regulatory Matters

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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.

For example, as a nationally recognized statistical rating organization ("NRSRO") 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.

S&P Global Ratings is currently responding to requests for documents and information from the SEC in connection with an investigation concerning S&P Global Ratings’ compliance with record retention requirements relating to electronic business communications sent or received via electronic messaging channels.

As has been publicly reported, the SEC has undertaken similar investigations across various industries, including other NRSROs.

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.

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Recently Issued or Adopted Accounting Standards

In March of 2023, the Financial Accounting Standards Board (“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 is effective for reporting periods beginning after December 15, 2023, however, early adoption is permitted.

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

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 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 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.

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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