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Item 2. Management’s Discussion and Analysis

2024-04-25 compared with 2023-11-02 · 203 added, 474 removed, 444 unchanged (60% of the section changed)

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The following Management’s Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc.

(together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the three and nine months ended September 30, 2023.

(together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the three months ended March 31, 2024.

The MD&A should be read in conjunction with the consolidated financial statements, accompanying notes and MD&A included in our Form 10-K for the year ended December 31, 2023 (our “Form 10-K”), which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The MD&A includes the following sections:

• Results of Operations — Comparing the Three and Nine Months Ended September 30, 2023 and 2022

• Results of Operations — Comparing the Three Months Ended March 31, 2024 and 2023

• Liquidity and Capital Resources

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

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

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”).

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

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 affili ated 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.

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 IH S Markit.

See Note 2 - Acquisitions and Divestitures for additional information.

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.

See Note 2 - Acquisitions and Divestitures for additional information.

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

(in millions) Three Months Nine Months

2023 2022 % Change 1

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 .

Key results for the three months ended March 31 are as follows:

(in millions, except per share amounts) 2024 2023 % Change 1

Revenue $ 3,491 $ 3,160 10%

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

2 Operating profit for the three months ended September 30, 2023 includes IHS Markit merger costs of $58 million, employee severance charges of $38 million, disposition-related costs of $3 million, acquisition-related costs of $2 million and an asset write-off of $1 million.

Operating profit for the nine months ended September 30, 2023 includes IHS Markit merger costs of $173 million, employee severance charges of $101 million, a loss on disposition of $70 million, disposition-related costs of $19 million, lease impairments of $15 million, an asset impairment of $5 million, acquisition-related costs of $5 million and an asset write-off of $1 million.

Operating profit for the three months ended September 30, 2022 includes IHS Markit merger costs of $144 million, employee severance charges of $55 million, an acquisition-related benefit of $18 million, a gain on acquisition of $10 million, an asset impairment of $9 million, a loss on dispositions of $2 million and an asset write-off of $1 million.

Operating profit for the nine months ended September 30, 2022 includes a gain on dispositions of $1.9 billion, IHS Markit merger costs of $523 million, a S&P Foundation grant of $200 million, employee severance charges of $195 million, a gain on acquisition of $10 million, an asset impairment of $9 million, an acquisition-related benefit of $6 million, lease impairments of $5 million and an asset write-off of $4 million.

Operating profit also includes amortization of intangibles from acquisitions of $274 million and $280 million for the three months ended September 30, 2023 and 2022, respectively, and $824 million and $687 million for the nine months ended September 30, 2023 and 2022, respectively.

Revenue increased 8% driven by increases at Ratings, Market Intelligence, Commodity Insights, Mobility and Indices, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.

2 2024 includes IHS Markit merger costs of $36 million, employee severance charges of $35 million, acquisition-related costs of $5 million and recovery of lease-related costs of $1 million.

2023 includes IHS Markit merger costs of $64 million, a gain on dispositions of $50 million, disposition-related costs of $13 million, employee severance charges of $12 million and acquisition-related costs of $2 million.

2024 and 2023 also include amortization of intangibles from acquisitions of $278 million and $275 million, respectively.

Revenue increased 10% driven by increases at Ratings, Market Intelligence, Commodity Insights, Indices and Mobility, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.

The increase at Ratings was driven by growth in both transaction revenue and non-transaction revenue.

Transaction revenue increased due to growth in corporate bond ratings revenue driven by increased high-yield and bank loan issuance volumes primarily due to higher refinancing activity.

Non-transaction revenue increased due to an increase in surveillance revenue, a cumulative catch-up for customers' unreported commercial paper issuance, higher Ratings Evaluation Service (“RES”) revenue and an increase in revenue at our CRISIL subsidiary.

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

Transaction revenue increased primarily due to growth in corporate bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity.

Non-transaction revenue increased due to an increase in surveillance revenue, higher Ratings Evaluation Service (“RES”) revenue and an increase in new entity credit ratings revenue.

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

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

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

The increase at Indices was primarily due to higher exchange-traded derivative revenue and higher asset-linked fees revenue.

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

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

The increase at Indices was primarily due to higher asset-linked fees revenue and higher exchange-traded derivative revenue.

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

Operating profit increased 21%.

Excluding the impact of higher IHS Markit merger costs in 2022 of 15 percentage points, higher employee severance charges in 2022 of 3 percentage points, an asset impairment in 2022 of 2 percentage points and higher amortization of intangibles in 2022 of 1 percentage point, partially offset by an acquisition-related benefit in 2022 of 3 percentage points and a gain on acquisition in 2022 of 2 percentage points, operating profit increased 10%.

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

Excluding the impact of a gain on disposition in 2023 of 3 percentage points and higher employee severance charges in 2024 of 1 percentage point, partially offset by higher IHS Markit merger costs in 2023 of 1 percentage point and higher disposition-related costs in 2023 of 1 percentage point, operating profit increased 19%.

The increase was primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases, increased incentives as a result of financial performance and higher technology costs.

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

Revenue increased 13% primarily due to the impact of the merger with IHS Markit;

subscription revenue growth for Desktop products, RatingsXpress®, RatingsDirect®, and data feed products within Data & Advisory Solutions at Market Intelligence;

continued demand for market data and market insights products and higher conference revenue at Commodity Insights;

price increases and new business growth within the Dealer business as well as the favorable impact of the acquisition of Market Scan in February of 2023 at Mobility;

growth in corporate bond ratings transaction revenue driven by increased investment-grade and high-yield issuance volumes due to an increase in refinancing activity and higher non-transaction revenue due to an increase in surveillance revenue, a cumulative catch-up for customers' unreported commercial paper issuance, an increase in revenue at our CRISIL subsidiary and higher RES revenue, partially offset by a decrease in new entity credit ratings revenue at Ratings;

and higher exchange-traded derivative revenue and higher data subscription revenue at Indices.

These increases were partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.

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

Operating profit decreased 26%.

Excluding the unfavorable impact of a higher gain on dispositions in 2022 of 47 percentage points and higher amortization of intangibles in 2023 of 3 percentage points, partially offset by the impact of higher IHS Markit merger costs in 2022 of 8 percentage points, the impact of a S&P Foundation grant in 2022 of 5 percentage points and higher employee severance charges in 2022 of 1 percentage point, operating profit increased 10%.

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

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

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

Our purpose is to accelerate progress.

We seek to deliver on this purpose in line with our core values of discovery, partnership and integrity.

In 2022, we announced the launch of Powering Global Markets to provide a framework for our forward-looking business strategy.

Through this framework, we focus on our customer’s ever-changing needs, growing our core businesses, innovating in new markets and leveraging the power of our data and technology.

We seek to deliver on this purpose in line with our core values of integrity, discovery and partnership.

Powering Global Markets is the framework for our forward-looking business strategy.

Through this framework, we seek to deliver an exceptional, differentiated customer experience by enhancing our foundational capabilities, evolving and growing our core businesses, and pursuing growth via adjacencies.

In 2024, we are striving to deliver on our strategic priorities in the following key areas:

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• Continuing to invest in customer facing solutions and processes;

• Prioritizing key strategic relationships to drive enterprise alignment and account/relationship development.

Grow and Innovate

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Data and Technology

• Efficient integration, accessibility and governance of enterprise data assets, with initial focus on sustainability data, data science and enterprise-wide data management through the formation of a data council to drive enterprise value creation;

• Advancing transition to optimize tech spend practice i.e., shifting the balance towards funding higher growth innovation, establishing key spend benchmarks and 3-year transition plan;

• Continuing momentum in transitioning all products and services to a cloud-based ecosystem while implementing technologies that align to our customer needs and unlock new opportunities.

• Strengthening data management capabilities for cross-enterprise value creation, ensuring data quality through governance, enhanced architecture, and policy codification.

Utilizing advanced technologies to enhance data processing efficiency, precision, and drive new insights, prioritizing optimized data management and analysis;

• Adopting efficient modern native cloud technologies and data services;

implementing technologies that align with customer needs and unlock new opportunities;

• Formulating and executing on an enterprise-wide AI strategy that accelerates innovation in our product offerings and drives the productivity of our people with common AI capabilities.

Lead and Inspire

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• Driving continuous commitment to risk management, compliance, and control across S&P Global;

• Strengthening the security and resiliency of business-critical systems through the elimination of known risk areas vulnerable to threat actor exploitation;

• Creating a more sustainable impact.

There can be no assurance that we will achieve success in implementing any one or more of these strategies as a variety of factors could unfavorably impact operating results, including prolonged difficulties in the global credit markets and a change in the regulatory environment affecting our businesses.

See Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

RESULTS OF OPERATIONS — COMPARING THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

See Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.

RESULTS OF OPERATIONS — COMPARING THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

Consolidated Review

(in millions) Three Months Nine Months

2023 2022 % Change 2023 2022 % Change

(in millions) 2024 2023 % Change

Revenue $ 3,491 $ 3,160 10%

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Total expenses 2,112 2,080 2%

Loss (gain) on dispositions — 2 (80)% 69 (1,897) N/M

Gain on disposition — (50) N/M

Equity in income on unconsolidated subsidiaries (6) (14) (55)%

Operating profit 1,385 1,144 21%

Other income, net (5) (37) 87% (5) (86) 95%

Other (income) expense, net (9) 11 N/M

Interest expense, net 78 85 (8)%

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

Provision for taxes on income 248 188 32%

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

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

(in millions) Three Months Nine Months

2023 2022 % Change 2023 2022 % Change

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

(in millions) 2024 2023 % Change

Revenue $ 3,491 $ 3,160 10%

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International revenue 38 % 39 %

Revenue increased 8% as compared to the three months ended September 30, 2022.

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

Non-subscription / transaction revenue increased primarily due to growth in corporate bond ratings revenue driven by increased high-yield and bank loan issuance volumes primarily due to higher refinancing activity.

Asset linked fees increased at Indices due to higher levels of assets under management (“AUM”) for ETFs, partially offset by product mix.

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

An increase in sales usage-based royalties from the licensing of our proprietary market data and price assessments to commodity exchanges at Commodity Insights also contributed to revenue growth.

Recurring variable revenue at Market Intelligence increased due to fixed income new issuance volumes.

See “Segment Review” below for further information.

The favorable impact of foreign exchange rates increased revenue by 1 percentage point.

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

Revenue increased 13% as compared to the nine months ended September 30, 2022.

Subscription revenue increased in the nine month period primarily due to the impact of the merger with IHS Markit.

Subscription revenue growth in Desktop products, Credit & Risk Solutions and Data & Advisory Solutions at Market Intelligence, continued demand for Commodity Insights market data and market insights products and higher data subscription revenue at Indices, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.

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

Non-transaction revenue increased due to an increase in surveillance revenue, a cumulative catch-up for customers' unreported commercial paper issuance, an increase in revenue at our CRISIL subsidiary and higher RES revenue, partially offset by a decrease in new entity credit ratings revenue.

Asset linked fees decreased at Indices driven by product mix.

Revenue increased 10% as compared to the three months ended March 31, 2023.

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

Non-subscription / transaction revenue increased primarily due to growth in corporate bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity.

Non-transaction revenue increased due to an increase in surveillance revenue, higher RES revenue and an increase in new entity credit ratings revenue.

Asset linked fees increased at Indices primarily due to higher levels of assets under management (“AUM”) for ETFs and mutual funds.

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

An increase in sales usage-based royalties from the licensing of our proprietary market data and price assessments to commodity exchanges at Commodity Insights also contributed to revenue growth.

Recurring variable revenue at Market Intelligence

increased due to the impact of the merger with IHS Markit and fixed income new issuance volumes.

Recurring variable revenue at Market Intelligence increased due to increased volumes.

See “Segment Review” below for further information.

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

The favorable impact of foreign exchange rates increased revenue by less than 1 percentage point.

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

Total Expenses

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

(in millions) 2023 2022 % Change

related expenses Selling and

general expenses Operating-

related expenses Selling and

general expenses Operating-

related expenses Selling and

general expenses

Market Intelligence 1

$ 486 $ 271 $ 444 $ 237 9% 14%

239 111 229 63 5% 75%

Commodity Insights 3

148 113 132 125 12% (10)%

99 121 88 91 12% 34%

55 55 51 47 7% 17%

Engineering Solutions 6

— — 58 23 N/M N/M

Intersegment eliminations 7

(46) — (43) — 7% N/M

Total segments 981 671 959 586 2% 14%

Corporate Unallocated expense 8

14 70 30 139 (52)% (50)%

Total $ 995 $ 741 $ 989 $ 725 1% 2%

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

1 In 2023, selling and general expenses include employee severance charges of $19 million, IHS Markit merger costs of $11 million and an asset write-off of $1 million.

In 2022, selling and general expenses include include employee severance charges of $13 million, IHS Markit merger costs of $6 million and acquisition-related costs of $1 million.

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

3 In 2023, selling and general expenses include IHS Markit merger costs of $8 million and employee severance charges of $7 million.

In 2022, selling and general expenses include employee severance charges of $14 million and IHS Markit merger costs of $10 million.

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

In 2022, selling and general expenses include an acquisition-related benefit of $19 million and employee severance charges of $1 million.

5 In 2023 and 2022, selling and general expenses include employee severance charges of $1 million and IHS Markit merger costs of $1 million.

6 In 2022, selling and general expenses include employee severance charges of $2 million.

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

8 In 2023, selling and general expenses include IHS Markit merger costs of $37 million, employee severance charges of $6 million, disposition-related costs of $3 million and acquisition-related costs of $1 million.

In 2022, selling and general expenses include IHS Markit merger costs of $127 million, employee severance charges of $23 million, a gain on acquisition of $10 million, an asset impairment of $9 million and acquisition-related costs of $1 million.

Operating-Related Expenses

Operating-related expenses increased 1% primarily driven by increased incentives and higher compensation costs.

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

Selling and General Expenses

Selling and general expenses increased 2%.

Excluding the favorable impact of higher IHS Markit merger costs in 2022 of 17 percentage points, higher employee severance charges in 2022 of 3 percentage points, and an asset write-off of 2 percentage points, partially offset by an acquisition-related benefit in 2022 of 4 percentage points, a gain on acquisition in 2022 of 2 percentage points and disposition-related costs in 2023 of 1 percentage point, selling and general expenses increased 17%.

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

Depreciation and Amortization

Depreciation and amortization decreased to $282 million in 2023 compared to $298 million in 2022, primarily due to lower depreciation driven by asset disposals and lower intangible asset amortization driven by the sale of Engineering Solutions on May 2, 2023.

The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the three months ended March 31:

(in millions) 2024 2023 % Change

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56 49 53 45 6% 10%

Engineering Solutions 6

85 27 137 51 (38)% (48)%

Engineering Solutions — — 64 20 N/M N/M

Intersegment eliminations 6

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

1 In 2023 selling and general expenses include employee severance charges of $41 million, IHS Markit merger costs of $36 million, an asset impairment of $5 million and an asset write-off of $1 million.

1 In 2024, selling and general expenses include employee severance charges of $31 million, IHS Markit merger costs of $11 million and acquisition-related costs of $3 million.

In 2023, selling and general expenses include IHS Markit merger costs of $13 million and employee severance charges of $6 million.

2 In 2024 and 2023, selling and general expenses include employee severance charges of $2 million and $1 million, respectively.

3 In 2024, selling and general expenses include IHS Markit merger costs of $5 million.

In 2023, selling and general expenses includes IHS Markit merger costs of $13 million and employee severance charges of $2 million.

4 In 2024, selling and general expenses include IHS Markit merger costs of $1 million.

In 2023, selling and general expenses includes IHS Markit merger costs of $1 million and acquisition-related costs of $1 million.

5 In 2024, selling and general expenses include IHS Markit merger costs of $1 million and employee severance charges of $1 million.

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

4 In 2023, selling and general expenses include employee severance charges of $6 million, IHS Markit merger costs of $2 million and acquisition-related costs of $2 million.

In 2022, selling and general expenses include acquisition-related benefit of $15 million, employee severance charges of $3 million and IHS Markit merger costs of $1 million.

5 In 2023, selling and general expenses include employee severance charges of $4 million and IHS Markit merger costs of $3 million.

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

6 In 2022, selling and general expenses include employee severance charges of $4 million.

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

8 In 2023, selling and general expenses include IHS Markit merger costs of $104 million, employee severance charges of $20 million, disposition-related costs of $19 million, lease impairments of $15 million and acquisition-related costs of $3 million.

In 2022, selling and general expenses include IHS Markit merger costs of $483 million, a S&P Foundation grant of $200 million, employee severance

charges of $87 million, a gain on acquisition of $10 million, an asset impairment of $9 million, acquisition-related costs of $7 million, lease impairments of $5 million and an asset write-off of $3 million.

7 In 2024, selling and general expenses include 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.

In 2023, selling and general expenses 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.

Operating-Related Expenses

Operating-related expenses increased 13% primarily driven by the impact of the merger with IHS Markit, increased incentives and higher compensation costs.

Operating-related expenses increased 3% primarily driven by higher compensation costs, increased incentives and higher technology costs, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.

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

Selling and General Expenses

Selling and general expenses decreased 10%.

Excluding the favorable impact of higher IHS Markit merger costs in 2022 of 19 percentage points, a S&P Foundation grant in 2022 of 11 percentage points and higher employee severance charges in 2022 of 5 percentage points, partially offset by disposition-related costs in 2023 of 1 percentage point, selling and general expenses increased 24%.

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

Selling and general expenses remained unchanged compared to 2023.

Excluding the impact of higher IHS Markit merger costs in 2023 of 5 percentage points and higher disposition-related costs in 2023 of 2 percentage points, partially offset by higher employee severance charges in 2024 of 4 percentage points, selling and general expenses increased 3%.

The increase was primarily driven by higher compensation costs and increased incentives, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.

Depreciation and Amortization

Depreciation and amortization increased to $853 million in 2023 compared to $738 million in 2022, primarily due to higher intangible asset amortization driven by the impact of the merger with IHS Markit, partially offset by lower intangible asset amortization driven by the sale of Engineering Solutions on May 2, 2023.

Loss (Gain) on Dispositions

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

• During the 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.

Depreciation and amortization remained unchanged at $287 million due to higher intangible asset amortization offset by lower depreciation driven by asset disposals.

Gain on Disposition

During the three months ended March 31, 2023, we received a contingent payment that resulted in a pre-tax gain of $50 million which was included in Gain on disposition in the consolidated statement of income:

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

During the three and nine months ended September 30, 2022, we completed the following dispositions that resulted in a pre-tax loss of $2 million and a pre-tax gain of $1,897 million, respectively, which was included in Loss (gain) on dispositions in the consolidated statement of income:

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

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

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

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

We did not 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) related to the sale of a family of leveraged loan indices in our Indices segment.

Operating Profit

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GAAP, and may not be defined and calculated by other companies in the same manner.

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

The tables below reconcile segment operating profit to total operating profit for the three months ended March 31:

(in millions) 2024 2023 % Change

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

1 2023 includes employee severance charges of $19 million, IHS Markit merger costs of $11 million, and an asset write-off of $1 million.

2022 includes a loss on disposition of $17 million, employee severance charges of $13 million, IHS Markit merger costs of $6 million and acquisition-related costs of $1 million.

1 2024 includes employee severance charges of $31 million, IHS Markit merger costs of $11 million and acquisition-related costs of $3 million.

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

2024 and 2023 include amortization of intangibles from acquisitions of $140 million and $141 million, respectively.

2 2023 and 2022 include employee severance charges of $2 million and amortization of intangibles from acquisitions of $2 million.

2 2024 and 2023 include include employee severance charges of $2 million and $1 million, respectively, and amortization of intangibles from acquisitions of $7 million and $2 million, respectively.

3 2024 includes IHS Markit merger costs of $5 million.

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

2022 includes employee severance charges of $14 million and IHS Markit merger costs of $10 million.

2024 and 2023 include amortization of intangibles from acquisitions of $32 million and $33 million, respectively.

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

2022 includes acquisition-related benefit of $19 million, employee severance charges of $1 million and IHS Markit merger costs of $1 million.

2023 and 2022 include amortization of intangibles from acquisitions of $76 million.

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

4 2024 includes IHS Markit merger costs of $1 million.

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

2024 and 2023 include amortization of intangibles from acquisitions of $76 million and $74 million, respe ctively.

5 2024 includes IHS Markit merger costs of $1 million and employee severance charges of $1 million.

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

2024 and 2023 include amortization of intangibles from acquisitions of $9 million.

6 2022 includes employee severance charges of $2 million and amortization of intangibles from acquisitions of $14 million.

7 2023 includes IHS Markit merger costs of $37 million, employee severance charges of $6 million, disposition-related costs of $3 million and acquisition-related costs of $1 million.

2022 includes IHS Markit merger costs of $127 million, employee severance charges of $23 million, an asset impairment of $9 million, a gain on acquisition of $10 million and acquisition-related costs of $1 million.

8 2023 and 2022 include amortization of intangibles from acquisitions of $14 million and $13 million, respectively.

6 2023 includes amortization of intangibles from acquisitions of $2 million.

7 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.

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.

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

8 2024 and 2023 include amortization of intangibles from acquisitions of $14 million.

Segment Operating Profit — Segment operating profit increased 19% as compared to 2023.

Excluding the acquisition-related benefit in 2022 of 3 percentage points, partially offset by higher amortization of intangibles in 2022 of 1 percentage point, segment operating profit increased 11%.

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

Excluding the impact of a gain on disposition in 2023 of 1 percentage point, segment operating profit increased 20%.

The increase was primarily due to revenue growth, higher compensation costs driven by annual merit increases, increased incentives as a result of financial performance and higher technology costs.

See “Segment Review” below for further information.

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Corporate Unallocated expense decreased 27% compared to 2023.

Excluding the impact of higher IHS Markit merger costs in 2022 of 102 percentage points, higher employee severance charges in 2022 of 19 percentage points and an asset impairment in 2022 of 10 percentage points, partially offset by a gain on acquisition of 11 percentage points and higher disposition-related costs in 2023 of 3 percentage points, Corporate Unallocated expense increased 67% primarily due to increased incentives.

Excluding the impact of higher IHS Markit merger costs in 2023 of 40 percentage points, higher disposition-related costs in 2023 of 27 percentage points and recovery of lease-related costs in 2024 of 2 percentage point, partially offset by employee severance costs in 2024 of 1 percentage point, Corporate Unallocated expense increased 41% primarily due to higher compensation costs.

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

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Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture acquired in connection with the merger with IHS Markit.

Equity in Income on Unconsolidated Subsidiaries was $8 million and $6 million for the three months ended September 30, 2023 and 2022, respectively.

Equity in Income on Unconsolidated Subsidiaries was $6 million for the three months ended March 31, 2024 compared to $14 million for the three months ended March 31, 2023.

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

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Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual business’s functional currency.

(in millions) 2023 2022 % Change

Market Intelligence 1

$ 599 $ 2,366 (75)%

1,422 1,352 5%

Commodity Insights 3

Engineering Solutions 6

Total segment operating profit 3,479 5,059 (31)%

Corporate Unallocated expense 7

(382) (852) 55%

Equity in Income on Unconsolidated Subsidiaries 8

Total operating profit $ 3,130 $ 4,228 (26)%

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

1 2023 includes a gain on disposition of $46 million, employee severance charges of $41 million, IHS Markit merger costs of $36 million, an asset impairment of $5 million and an asset write-off of $1 million.

2022 includes a gain on disposition of $1.8 billion, employee severance charges of $44 million, IHS Markit merger costs of $21 million and acquisition-related costs of $2 million.

2023 and 2022 include amortization of intangibles from acquisitions of $421 million and $331 million, respectively.

2 2023 and 2022 include employee severance charges of $8 million and $14 million, respectively.

2023 and 2022 include amortization of intangibles from acquisitions of $6 million and $5 million, respectively.

3 2023 includes IHS Markit merger costs of $28 million and employee severance charges of $23 million.

2022 includes employee severance charges of $38 million and IHS Markit merger costs of $16 million.

2023 and 2022 include amortization of intangibles from acquisitions of $99 million and $77 million, respectively.

4 2023 includes employee severance charges of $6 million, IHS Markit merger costs of $2 million and acquisition-related costs of $2 million.

2022 includes an acquisition-related benefit of $15 million, employee severance charges of $3 million and IHS Markit merger costs of $1 million.

2023 and 2022 include amortization of intangibles from acquisitions of $226 million and $176 million, respectively.

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

2022 includes a gain on disposition of $52 million, employee severance charges of $4 million and IHS Markit merger costs of $1 million.

2023 and 2022 include amortization of intangibles from acquisitions of $27 million and $22 million, respectively.

6 2022 includes employee severance charges of $4 million.

2023 and 2022 include amortization of intangibles from acquisitions of $1 million and $33 million, respectively.

7 2023 includes a loss on disposition of $120 million, IHS Markit merger costs of $104 million, employee severance charges of $20 million, disposition-related costs of $19 million, lease impairments of $15 million and acquisition-related costs of $3 million.

2022 includes IHS Markit merger costs of $483 million, a S&P Foundation grant of $200 million, employee severance charges of $87 million, a gain on acquisition of $10 million, asset impairment of $9 million, acquisition-related costs of $7 million, lease impairments of $5 million and asset write-off of $3 million.

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

8 2023 and 2022 include amortization of intangibles from acquisitions of $42 million.

Segment Operating Profit — Segment operating profit decreased 31% as compared to 2022.

Excluding the unfavorable impact of a higher gain on dispositions in 2022 of 39 percentage points, higher amortization of intangibles from acquisitions in 2023 of 3 percentage points and higher IHS Markit merger costs in 2023 of 1 percentage point, partially offset by higher employee severance charges in 2022 of 1 percentage point, segment operating profit increased 11%.

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

See “Segment Review” below for further information.

Corporate Unallocated Expense — Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses.

Corporate Unallocated expense decreased 55% compared to 2022.

Excluding the impact of higher IHS Markit merger costs in 2022 of 78 percentage points, a S&P Foundation grant in 2022 of 41 percentage points, higher employee severance charges in 2022 of 14 percentage points, an asset impairment of in 2022 of 2 percentage points, an asset write-off in 2022 of 1 percentage point and higher acquisition-related costs in 2022 of 1 percentage point, partially offset by a loss on disposition in 2023 of 25 percentage points, disposition-related costs in 2023 of 4 percentage points, a gain on acquisition in 2022 of 2 percentage points and higher lease impairments in 2023 of 2 percentage points, Corporate Unallocated expense increased 49% primarily due to increased incentives.

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

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

Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture acquired in connection with the merger with IHS Markit.

Equity in Income on Unconsolidated Subsidiaries was $33 million and $21 million for the nine months ended September 30, 2023 and 2022, respectively.

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

This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities.

Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year.

Other Income, net

Other income, net includes gains and losses on our mark-to-market investments and the net periodic benefit cost for our retirement and post retirement plans.

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

Other (Income) Expense, net

Other (income) expense, net includes gains and losses on our mark-to-market investments and the net periodic benefit cost for our retirement and post retirement plans.

Other income, net was $9 million for the three months ended March 31, 2024 compared to Other expense, net of $11 million for the three months ended March 31, 2023 primarily due to gains on our mark-to-market investments in 2024 compared to losses in 2023.

Interest Expense, net

Interest expense, net increased $13 million compared to the three months ended September 30, 2022 primarily due to incremental expense related to outstanding commercial paper borrowings and the issuance of $750 million 5.25% senior notes in September of 2023.

Interest expense, net increased $40 million compared to the three and nine months ended September 30, 2022, respectively, primarily due to higher debt balances in 2023 resulting from the Exchange Offer that took place in March of 2022 in connection with the merger of IHS Markit.

Loss on Extinguishment of Debt, net

During the three and nine months ended September 30, 2022, we recognized a $4 million gain and a $15 million loss on extinguishment of debt.

The nine months ended September 30, 2022 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.

Interest expense, net decreased $7 million or 8% compared to the three months ended March 31, 2023 primarily due to higher interest income from invested cash due to a more favorable interest rate environment combined with a benefit from our net investment hedge program.

Provision for Income Taxes

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 tax charge on merger related divestitures and deal related non-deductible costs.

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

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

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.

Segment Review

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Market Intelligence's portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.

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

ChartIQ is a professional grade charting solution that allows users to visualize data with a fully interactive web-based library that works seamlessly across web, mobile and desktop.

It provides advanced capabilities including trade visualization, options analytics, technical analysis and more.

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

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

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

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

The acquisition further expands the breadth and depth of S&P Global’s third party vendor risk management solutions by offering high-quality validated assessment data to clients designed to reduce further the vendor due diligence burden on service providers to the financial services industry.

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

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

In June of 2022, we completed the previously announced sale of LCD, a business within our Market Intelligence segment, to Morningstar.

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), respectively, for the sale of LCD in Loss (gain) on dispositions in the consolidated statements of income.

In March of 2022, we completed the previously announced sale of CUSIP Global Services (“CGS”), a business within our Market Intelligence segment, to FactSet Research Systems Inc.

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

During the 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), respectively, in Loss (gain) on dispositions in the consolidated statements of income related to the sale of CGS.

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

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 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”) that resulted in a pre-tax gain of $46 million ($34 million after-tax) which was included in Gain on disposition in the consolidated statements of income.

Market Intelligence includes the following business lines:

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

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

(in millions) Three Months Nine Months

2023 2022 % Change 2023 2022 % Change

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

(in millions) 2024 2023 % Change

Revenue $ 1,142 $ 1,071 7%

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Operating margin % 17 % 21 %

1 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 gain on dispositions $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.

Revenue increased 8% primarily due to subscription revenue growth for data feed products within Data and Advisory Solutions, work flow solutions at Enterprise Solutions, RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions, and Market Intelligence Desktop products.

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

1 2024 includes employee severance charges of $31 million, IHS Markit merger costs of $11 million and acquisition-related costs of $3 million.

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

2024 and 2023 also include amortization of intangibles from acquisitions of $140 million and $141 million, respectively.

Revenue increased 7% primarily due to subscription revenue growth for data feed products within Data and Advisory Solutions, work flow solutions at Enterprise Solutions, RatingsXpress®, RatingsDirect® within Credit & Risk Solutions, and Market Intelligence Desktop products.

An increase in recurring variable revenue due to increased volumes also contributed to revenue growth.

These increases were partially offset by a slight decrease in non-subscription revenue.

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

Operating profit increased 12%.

Excluding the impact of a gain on dispositions in 2022 of 150 percentage points, higher acquisition-related costs in 2022 of 6 percentage points, partially offset by higher amortization of intangibles in 2023 of 55 percentage points, higher employee severance charges in 2023 of 55 percentage points, higher IHS Markit merger costs in 2023 of 47 percentage points and an asset write-off of 5 percentage points, operating profit increased 6% primarily due to revenue growth, partially offset by higher compensation costs and increased incentives.

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

Revenue increased 17% primarily due to the impact of the merger with IHS Markit.

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

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

Operating profit decreased 17%.

Ex cludi ng the impact of a higher gain on dispositions in 2022 of 85 percentage points, higher amortization of intangibles in 2023 of 4 percentage points and higher IHS Markit merger costs in 2023 of 1 percentage point, operating profit increased 15% primarily due to revenue growth, partially offset by expenses associated with the merger with IHS Markit, higher compensation costs and increased incentives.

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

For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

Excluding the impact of a gain on disposition in 2023 of 17 percentage points and higher employee severance charges in 2024 of 9 percentage points, operating profit increased 9% primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and increased technology costs.

Foreign exchange rates had a favorable impact of 4 percentage points.

For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

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Non-transaction revenue also includes an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

Royalty revenue was $38 million and $113 million for the three and nine months ended September 30, 2023, respectively, and $36 million and $107 million for the three and nine months ended September 30, 2022, respectively.

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

(in millions) Three Months Nine Months

2023 2022 % Change 2023 2022 % Change

Royalty revenue was $40 million and $36 million for the three months ended March 31, 2024 and 2023, respectively.

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

(in millions) 2024 2023 % Change

Revenue $ 1,062 $ 824 29%

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Transaction revenue

40 % 36 % 44 % 42 %

Non-transaction revenue

60 % 64 % 56 % 58 %

revenue $ 609 $ 460 33%

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Operating margin % 64 % 58 %

1 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.

Revenue increased 20%, with a favorable impact from foreign exchange rates of 1 percentage point.

Transaction revenue increased due to growth in corporate bond ratings revenue driven by increased high-yield and bank loan issuance volumes primarily due to higher refinancing activity.

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

Operating profit increased 22%, with a favorable impact from foreign exchange rates of 2 percentage points, due to revenue growth, partially offset by prior-year write-downs in incentive compensation as result of financial performance and higher current-year compensation costs.

Revenue increased 6%, with an unfavorable impact from foreign exchange rates of less than 1 percentage point.

Transaction revenue increased due to growth in corporate bond ratings revenue driven by increased investment-grade and high-yield issuance volumes primarily due to higher refinancing activity, partially offset by lower bank loan ratings revenue driven by decreased issuance volumes in the first half of 2023.

1 2024 and 2023 include employee severance charges of $2 million and $1 million, respectively, and amortization of intangibles from acquisitions of $7 million and $2 million, respectively.

Revenue increased 29%, with a favorable impact from foreign exchange rates of less than 1 percentage point.

Transaction revenue increased primarily due to growth in corporate bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity.

An increase in structured finance revenue driven by increased collateralized loan obligations issuance also contributed to transaction revenue growth.

Non-transaction revenue increased due to an increase in surveillance revenue, higher Ratings Evaluation Service revenue driven by scenario testing and credit rating profile evaluations and an increase in new entity credit ratings revenue.

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

Operating profit increased 5%, with a favorable impact from foreign exchange rates of 1 percentage point, due to revenue growth, partially offset by prior-year write-downs in incentive compensation as result of financial performance and higher current-year compensation costs.

Market Issuance Volumes

We monitor market issuance volumes regularly within Ratings.

Market issuance volumes noted within the discussion that follows are based on where an issuer is located or where the assets associated with an issue are located.

Structured Finance issuance includes amounts when a transaction closes, not when initially priced, and excludes domestically rated Chinese issuance.

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

Third Quarter

Compared to Prior Year Year-to-Date

Compared to Prior Year

Corporate Bond Issuance * U.S.

Europe Global U.S.

Europe Global

High-yield issuance 73% 204% 150% 58% 61% 51%

Investment-grade issuance (16)% 37% 11% (4)% 26% 6%

Total issuance **

Operating profit increased 42%.

Excluding the impact of higher amortization of intangibles in 2024 of 1 percentage point, operating profit increased 43% due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and additional headcount, increased incentives as result of financial performance, and an increase in travel and entertainment expenses.

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

Billed Issuance Volumes

We monitor billed issuance volumes regularly within Ratings.

Billed issuance excludes items that do not impact transaction revenue, such as issuance from frequent issuer programs, unrated debt, and most international public finance to more effectively correlate issuance activity to movements in transaction revenue.

The following table provides billed issuance levels based on Ratings’ internal data feeds for the three months ended March 31:

(in billions) 2024 2023 % Change

Investment-grade billed issuance *

$ 456 $ 349 31%

Note – Global issuance includes U.S., Europe, Asia and the rest of the world.

* Includes Industrials and Financial Services.

** Includes rated and non-rated issuance.

• High-yield issuance was up in the third quarter of 2023 in the U.S.

and Europe due to an increase in refinancing activity.

Corporate issuance in the U.S.

was down for the quarter driven by weakness in investment grade issuance.

Third Quarter Compared to Prior Year Year-to-Date Compared to Prior Year

Structured Finance Issuance U.S.

Europe Global U.S.

Europe Global

Asset-backed securities (“ABS”) 26% 45% 10% 2% 61% 6%

Structured credit (primarily CLOs) (9)% (22)% (12)% (32)% (29)% (33)%

Commercial mortgage-backed securities (“CMBS”) (33)% * (31)% (73)% (28)% (72)%

Residential mortgage-backed securities (“RMBS”) (33)% 10% (16)% (52)% (20)% (38)%

Covered bonds * (19)% (11)% * 9% 3%

Total issuance (2)% (8)% (6)% (31)% 5% (17)%

Note – Global issuance includes U.S., Europe, Asia and the rest of the world.

* Represents no activity in 2023 or 2022.

• ABS issuance increased in the U.S.

and Europe driven by auto loans, with Europe also up from a low 2022 base.

• CLO issuance was down in the U.S.

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

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

reflecting unfavorable market conditions.

• Covered bond (debt securities backed by mortgages or other high-quality assets that remain on the issuer's balance sheet) issuance in Europe decreased with weakening loan and deposit growth due to higher interest rates and weaker consumer confidence.

For a further discussion of competitive and other risks inherent in our Ratings business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

High-yield billed issuance *

$ 120 $ 61 99%

Other billed issuance **

$ 417 $ 274 53%

Total billed issuance $ 993 $ 684 45%

* Includes Corporates, Financial Services and Infrastructure.

** Includes Bank Loans, Structured Finance and Government.

Billed issuance was up as favorable market conditions enticed issuers to capitalize on tightening spreads.

Investment-grade, high-yield and bank loan billed issuance were up due to an increase in refinancing activity.

Structured Finance billed issuance increases were driven by new CLO issuances.

For a further discussion of competitive and other risks inherent in our Ratings business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

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• Non-subscription revenue — conference sponsorship, consulting engagements, events, and perpetual software licenses.

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

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

(in millions) Three Months Nine Months

2023 2022 % Change 2023 2022 % Change

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

(in millions) 2024 2023 % Change

Revenue $ 559 $ 508 10%

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Operating margin % 40 % 37 %

1 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.

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

2023 includes IHS Markit merger costs of $13 million and employee severance costs of $2 million.

2024 and 2023 also include amortization of intangibles from acquisitions of $32 million and $33 million, respectively.

Revenue increased 10% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts.

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

The Energy & Resources Data & Insights, Price Assessments and Upstream Data & Insights businesses continue to be the most significant revenue streams, followed by the Advisory & Transactional Services business.

An increase in sales usage-based royalties from the licensing of our proprietary market data and price assessments to commodity exchanges mainly due to increased trading volumes in Petroleum, Metals and LNG and an increase in conference revenue driven by CERAweek in 2024.

All four business lines contributed to revenue growth in the first quarter of 2024 with the Price Assessments, Energy & Resources Data & Insights and Advisory & Transactional Services businesses being the most significant drivers, followed by the Upstream Data & Insights business.

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

Operating profit increased 21%.

Excluding the impact of higher employee severance charges in 2022 of 11 percentage points and higher IHS Markit merger costs in 2022 of 3 percentage points, operating profit increased 17%.

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

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

Revenue increased 18% primarily due to the impact of the merger with IHS Markit, continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts and higher conference revenue.

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

Operating profit increased 20%.

Excluding the impact of higher amortization of intangibles from acquisitions in 2023 of 2 percentage points and higher IHS Markit merger costs in 2023 of 1 percentage point, partially offset by higher employee

severance charges in 2022 of 1 percentage point, operating profit increased 18%.

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

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

For a further discussion of competitive and other risks inherent in our Commodity Insights business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

Excluding the impact of lower IHS Markit merger costs in 2024 of 6 percentage points, lower employee severance charges in 2024 of 1 percentage point and lower amortization of intangibles in 2024 of 1 percentage point, operating profit increased 13%.

The increase was primarily due to revenue growth partially offset by higher compensation costs driven by annual merit increases and investment in strategic initiatives.

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

For a further discussion of competitive and other risks inherent in our Commodity Insights business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

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.

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

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.

Mobility includes the following business lines:

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• Non-subscription revenue — One-time transactional sales of data that are non-cyclical in nature – and that are usually tied to underlying business metrics such as OEM marketing spend or safety recall activity – as well as consulting and advisory services.

The Mobility business was acquired in connection with the merger with IHS Markit on February 28, 2022 and financial results are included since the date of acquisition.

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

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

(in millions) Three Months Nine Months

2023 2022 % Change 2023 2022 % Change

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

(in millions) 2024 2023 % Change

Revenue $ 386 $ 358 8%

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Operating profit 1

$ 80 $ 90 (10)% $ 213 $ 166 29%

Operating margin % 18 % 18 %

1 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 an 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.

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

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

1 2024 includes IHS Markit merger costs of $1 million.

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

2024 and 2023 also include amortization of intangibles from acquisitions of $76 million and $74 million, respectively.

Revenue increased 8% primarily due to growth within the Dealer and Financial businesses driven by continued new business growth within the Dealer business as well as the favorable impact of the acquisition of Market Scan in February of 2023, and strong underwriting volumes within the Financial business.

These increases were partially offset by a decrease in non-subscription revenue in the Manufacturing business due to lower recall activity and marketing services.

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

Operating profit decreased 10%.

Excluding the impact of an acquisition-related benefit in 2022 of 18 percentage points and higher employee severance charges in 2023 of 2 percentage points, operating profit increased 10% driven by revenue growth, partially offset by higher compensation costs, increased incentives, higher technology costs and expenses associated with the acquisition of Market Scan.

Foreign exchange rates had an unfavorable impact of 4 percentage points.

Revenue increased 39% primarily due to the impact of the merger with IHS Markit, price increases and new business growth within the Dealer business as well as the favorable impact of the acquisition of Market Scan in February of 2023.

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

Operating profit increased 9%.

Excluding the impact of higher amortization of intangibles from acquisitions in 2023 of 5 percentage points and an acquisition-related benefit in 2022 of 2 percentage points, operating profit increased 36% driven by revenue growth, partially offset by the impact of the merger with IHS Markit, higher compensation costs, increased incentives, higher technology costs and expenses associated with the acquisition of Market Scan.

Foreign exchange rates had an unfavorable impact of 3 percentage points.

For a further discussion of competitive and other risks inherent in our Mobility business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

Excluding the impact of higher amortization of intangibles in 2024 of 5 percentage points, partially offset by lower acquisition-related costs in 2024 of 1 percentage point, operating profit increased 5% driven by revenue growth, partially offset by higher compensation costs driven by annual merit increases, an increase in strategic investments and expenses associated with the acquisition of Market Scan.

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

For a further discussion of competitive and other risks inherent in our Mobility business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

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Indices’ mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative products, and provide investors with tools to monitor world markets.

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

Indices derives revenue from asset-linked fees when investors direct funds into its proprietary designed or owned indexes, sales usage-based royalties of its indices, as well as data subscription arrangements.

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• Data and customized index subscription fees — fees from supporting index fund management, portfolio analytics and research.

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

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

(in millions) Three Months Nine Months

2023 2022 % Change 2023 2022 % Change

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

(in millions) 2024 2023 % Change

Revenue $ 387 $ 341 14%

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Net operating margin % 52 % 52 %

1 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.

Revenue at Indices increased 6% primarily due to higher exchange-traded derivative revenue driven by continued strength in average trading volume and higher asset-linked fees revenue.

Asset-linked fees revenue increased due to higher levels of assets under management (“AUM”) for ETFs, partially offset by product mix.

Ending AUM for ETFs increased 21% to $2.848 trillion compared to September 30, 2022 and average levels of AUM for ETFs increased 14% to $2.955 trillion compared to the three months ended September 30, 2022.

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

Operating profit decreased 2%.

Excluding the impact of a gain on dispositions in 2022 of 7 percentage points, operating profit increased 5% due to revenue growth partially offset by increased incentives and strategic investments.

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

Revenue at Indices increased 5% primarily due to higher exchange-traded derivative revenue driven by continued strength in average trading volume and higher data subscription revenue.

1 2024 includes IHS Markit merger costs of $1 million and employee severance charges of $1 million.

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

2024 and 2023 also include amortization of intangibles from acquisitions of $9 million.

Revenue at Indices increased 14% primarily due to an increase in asset linked fees revenue driven by higher levels of assets under management (“AUM”) for ETFs and mutual funds and higher exchange-traded derivative revenue driven by continued strength in trading volume.

Ending AUM for ETFs increased 34% to $3.655 trillion compared to March 31, 2023 and average levels of AUM for ETFs increased 27% to $3.411 trillion compared to the three months ended March 31, 2023.

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

Operating profit decreased 5%.

Excluding the impact of a higher gain on dispositions in 2022 of 7 percentage points and higher amortization of intangibles from acquisitions in 2023 of 1 percentage point, operating profit increased 3%.

The impact of revenue growth was partially offset by increased incentives and strategic investments.

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

For a further discussion of competitive and other risks inherent in our Indices business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Engineering Solutions

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.

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

Engineering Solutions included our Product Design offerings that provided technical professionals with the information and insight required to more effectively design products, optimize engineering projects and outcomes, solve technical problems and address complex supply chain issues.

Our offerings utilized advanced knowledge discovery technologies, research tools, and software-based engineering decision engines to advance innovation, maximize productivity, improve quality and reduce risk.

Engineering Solutions' revenue was generated primarily through the following sources:

• Subscription revenue — primarily from subscriptions to our Product Design offerings providing standards, codes and specifications;

applied technical reference;

engineering journals, reports, best practices, and other vetted technical reference;

and patents and patent applications, which includes Engineering Workbench;

Goldfire's cognitive search and other advanced knowledge discovery capabilities that help pinpoint answers buried in enterprise systems and unstructured data enabling engineers and technical professionals to accelerate problem solving;

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

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

(in millions) Three Months Nine Months

2023 2022 % Change 2023 2022 % Change

Revenue $ — $ 95 N/M $ 133 $ 224 (41)%

Subscription revenue $ — $ 89 N/M $ 125 $ 208 (40)%

Non-subscription revenue $ — $ 6 N/M $ 8 $ 16 (51)%

% of total revenue:

Subscription revenue — % 94 % 94 % 93 %

Non-subscription revenue — % 6 % 6 % 7 %

revenue $ — $ 53 N/M $ 72 $ 124 (42)%

International revenue $ — $ 42 N/M $ 61 $ 100 (39)%

% of total revenue:

revenue — % 56 % 54 % 55 %

International revenue — % 44 % 46 % 45 %

Operating profit 1

$ — $ 1 N/M $ 19 $ 3 N/M

Operating margin % — % 1 % 14 % 1 %

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

1 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.

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

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

Revenue decreased as a result of the sale of Engineering Solutions.

Operating profit increased primarily due to the impact of higher amortization of intangibles from acquisitions for the nine months ended September 30, 2022.

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

For a further discussion of competitive and other risks inherent in our Engineering Solutions business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

Operating profit increased 14%.

Excluding the impact of a gain on dispositions in 2023 of 1 percentage point, operating profit increased 15% due to revenue growth partially offset by an increase in strategic investments and higher compensation costs driven by annual merit increases.

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

For a further discussion of competitive and other risks inherent in our Indices business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

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Cash Flow Overview

Cash, cash equivalents, and restricted cash were $1,646 million as of September 30, 2023, an increase of $359 million from December 31, 2022.

The following table provides cash flow information for the nine months ended September 30:

Cash, cash equivalents, and restricted cash were $1,544 million as of March 31, 2024, an increase of $253 million from December 31, 2023.

The following table provides cash flow information for the three months ended March 31:

(in millions) 2024 2023 % Change

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Investing activities $ (20) $ (253) (92)%

Financing activities $ (2,602) $ (10,128) (74)%

In the first nine months of 2023, free cash flow increased $838 million to $2,070 million compared to $1,232 million in the first nine months of 2022.

Financing activities $ (657) $ (230) N/M

In the first three months of 2024, free cash flow increased $363 million to $851 million compared to $488 million in the first three months of 2023.

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

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Operating activities

Cash provided by operating activities increased $886 million to $2,376 million for the first nine months of 2023.

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

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

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

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

Cash provided by operating activities increased $354 million to $948 million for the first three months of 2024.

The increase is mainly due to higher operating results and proceeds received from the termination of interest rate swaps in 2024, partially offset by higher compensation payments in 2024.

Investing activities

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

Cash provided by investing activities decreased to $607 million for the first nine months of 2023 compared to $3,689 million in the first nine months of 2022, primarily due to higher cash proceeds received from dispositions in 2022 related to the dispositions of CUSIP Global Services, Oil Price Information Services, the Leveraged Commentary and Data business and a related family of leveraged loan indices, and the Base Chemicals business.

Cash used for investing activities decreased to $20 million for the first three months of 2024 compared to $253 million in the first three months of 2023, primarily due to cash used for the acquisitions of Market Scan Information Systems, Inc., ChartIQ and TruSight Solutions LLC in 2023.

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

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

Cash used for financing activities decreased $7,526 million to $2,602 million for the first nine months of 2023.

The decrease is primarily attributable to a decrease in cash used for share repurchases in 2023.

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.

Cash used for financing activities increased $427 million to $657 million for the first three months of 2024.

The increase is primarily attributable to higher proceeds received from commercial paper borrowings in 2023.

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.

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

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 .

Additional Financing

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 commercial paper outstanding.

Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving three environmental sustainability performance indicators related to emissions, tested annually.

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This information is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S.

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

(in millions) Three Months Nine Months

Summarized results of operations for the three months ended March 31, 2024 are as follows:

(in millions) 2024

Revenue $ 959

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Net income attributable to S&P Global Inc.

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

(in millions) September 30, December 31,

Summarized balance sheet information as of March 31, 2024 and December 31, 2023 is as follows:

(in millions) March 31, December 31,

Current assets (excluding intercompany from Non-Obligor Group) $ 1,353 $ 1,303

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Free cash flow, as we calculate it, may not be comparable to similarly titled measures employed by other companies.

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

The following table presents a reconciliation of our cash flow provided by operating activities to free cash flow for the three months ended March 31:

(in millions) 2024 2023 % Change

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(in millions) 2024 2023 % Change

Cash provided by investing activities 607 3,689 (84)%

Cash used for financing activities (2,602) (10,128) (74)%

Cash used for investing activities (20) (253) (92)%

Cash used for financing activities (657) (230) N/M

CRITICAL ACCOUNTING ESTIMATES

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This report contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995.

These statements, including statements about the completed merger (the “Merger”) between a subsidiary of the Company and IHS Markit Ltd.

(“IHS Markit”), which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as:

These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as:

the outcome of contingencies;

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Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:

• worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession, instability in the banking sector and inflation), and factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics (e.g., COVID-19), geopolitical uncertainty (including military conflict), and conditions that may result from legislative, regulatory, trade and policy changes;

• the volatility and health of debt, equity, commodities and energy markets, including credit quality and spreads, the level of liquidity and future debt issuances, demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives;

• worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession, instability in the banking sector and inflation), and factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, public health crises (e.g., pandemics), geopolitical uncertainty (including military conflict), and conditions that may result from legislative, regulatory, trade and policy changes;

• the volatility and health of debt, equity, commodities, energy and automotive markets, including credit quality and spreads, the level of liquidity and future debt issuances, demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives;

• the demand and market for credit ratings in and across the sectors and geographies where the Company operates;

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• the Company’s exposure to potential criminal sanctions or civil penalties for noncompliance with foreign and U.S.

laws and regulations that are applicable in the jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia, Sudan, Syria and Venezuela, anti-corruption laws such as the U.S.

laws and regulations that are applicable in the jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia and Venezuela, anti-corruption laws such as the U.S.

Foreign Corrupt Practices Act and the U.K.

Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions;

• the continuously evolving regulatory environment in Europe, the United States and elsewhere around the globe affecting each of our business divisions and the products our business divisions offer, and our compliance therewith;

• the ability of the Company to implement its plans, forecasts and other expectations with respect to IHS Markit’s business and realize expected synergies;

• the Company’s ability to meet expectations regarding the accounting and tax treatments of the Merger;

• the continuously evolving regulatory environment in Europe, the United States and elsewhere around the globe affecting each of our businesses and the products they offer, and our compliance therewith;

• the Company’s ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;

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Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made.

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

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

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

required by applicable law.

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis