What changed in this filing

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Item 1. Financial Statements

2024-10-25 compared with 2024-07-30 · 207 added, 180 removed, 662 unchanged (37% of the section changed)

2 unchanged sentences

Consolidated Statements of Income

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

June 30, June 30,

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

September 30, September 30,

2024 2023 2024 2023

5 unchanged sentences

Total expenses 2,173 2,018 6,397 6,179

Loss on dispositions, net — 119 — 69

(Gain) loss on dispositions, net ( 21 ) — ( 21 ) 69

Equity in income on unconsolidated subsidiaries ( 11 ) ( 8 ) ( 31 ) ( 33 )

Operating profit 1,434 1,074 4,271 3,130

Other income, net ( 3 ) ( 11 ) ( 13 ) —

Other loss (income), net 2 ( 5 ) ( 10 ) ( 5 )

Interest expense, net 72 84 227 258

17 unchanged sentences

Consolidated Statements of Comprehensive Income

(in millions) Three Months Ended Six Months Ended

June 30, June 30,

(in millions) Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

23 unchanged sentences

Consolidated Balance Sheets

(in millions) June 30,

(in millions) September 30,

2024 December 31,

47 unchanged sentences

Consolidated Statements of Cash Flows

(in millions) Six Months Ended

(in millions) Nine Months Ended

September 30,

Operating Activities:

6 unchanged sentences

Stock-based compensation 177 143

Loss on dispositions, net — 69

(Gain) loss on dispositions, net ( 21 ) 69

Other ( 15 ) 151

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

14 unchanged sentences

Financing Activities:

Additions to short-term debt, net — 552

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

Proceeds from issuance of senior notes, net — 744

Payments on senior notes ( 47 ) —

3 unchanged sentences

Repurchase of treasury shares ( 2,001 ) ( 2,001 )

Exercise of stock options 4 7

Employee withholding tax on share-based payments ( 53 ) ( 79 )

Employee withholding tax on share-based payments and other ( 58 ) ( 74 )

Cash used for financing activities ( 3,280 ) ( 2,602 )

6 unchanged sentences

Consolidated Statements of Equity

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

(in millions) Common Stock $ 1 par

1 unchanged sentence

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

Balance as of March 31, 2024 $ 415 $ 44,295 $ 19,433 $ ( 825 ) $ 28,991 $ 34,327 $ 97 $ 34,424

Balance as of June 30, 2024 $ 415 $ 44,407 $ 19,957 $ ( 839 ) $ 29,059 $ 34,881 $ 89 $ 34,970

Comprehensive income 1

5 unchanged sentences

Change in redemption value of redeemable noncontrolling interests ( 281 ) ( 281 ) ( 281 )

Other 1 ( 1 ) — ( 3 ) ( 3 )

Balance as of June 30, 2024

Balance as of September 30, 2024

$ 415 $ 44,273 $ 20,364 $ ( 714 ) $ 30,346 $ 33,992 $ 94 $ 34,086

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

(in millions) Common Stock $ 1 par

1 unchanged sentence

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

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

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

Comprehensive income 1

5 unchanged sentences

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

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

Other — ( 1 ) ( 1 )

Balance as of June 30, 2023

Balance as of September 30, 2023

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

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(in millions) Common Stock $ 1 par

11 unchanged sentences

Other — ( 12 ) ( 12 )

Balance as of June 30, 2024

Balance as of September 30, 2024

$ 415 $ 44,273 $ 20,364 $ ( 714 ) $ 30,346 $ 33,992 $ 94 $ 34,086

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

(in millions) Common Stock $ 1 par

11 unchanged sentences

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

Balance as of June 30, 2023

Other 5 5 ( 2 ) 3

Balance as of September 30, 2023

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

1 Excludes comprehensive income of $ 68 million and $ 58 million for the three months ended June 30, 2024 and 2023, respectively, and $ 138 million and $ 119 million for the six months ended June 30, 2024 and 2023, respectively, attributable to our redeemable noncontrolling interests.

1 Excludes comprehensive income of $ 69 million and $ 65 million for the three months ended September 30, 2024 and 2023, respectively, and $ 208 million and $ 183 million for the nine months ended September 30, 2024 and 2023, respectively, attributable to our redeemable noncontrolling interests.

See accompanying notes to the unaudited consolidated financial statements.

17 unchanged sentences

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

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

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

The operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year.

The operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the full year.

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

1 unchanged sentence

Restricted Cash

Restricted cash included in our consolidated balance sheets was $ 1 million as of June 30, 2024 and December 31, 2023.

Restricted cash included in our consolidated balance sheets was $ 1 million as of September 30, 2024 and December 31, 2023.

Contract Assets

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

As of June 30, 2024 and December 31, 2023, contract assets were $ 83 million and $ 75 million, respectively, and are included in accounts receivable in our consolidated balance sheets.

As of September 30, 2024 and December 31, 2023, contract assets were $ 82 million and $ 75 million, respectively, and are included in accounts receivable in our consolidated balance sheets.

Unearned Revenue

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

The decrease in the unearned revenue balance at June 30, 2024 compared to December 31, 2023 is primarily driven by $ 2.4 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period, offset by cash payments received in advance of satisfying our performance obligations.

The decrease in the unearned revenue balance at September 30, 2024 compared to December 31, 2023 is primarily driven by $ 3.0 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period, offset by cash payments received in advance of satisfying our performance obligations.

Remaining Performance Obligations

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

As of June 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.1 billion.

As of September 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.1 billion.

We expect to recognize revenue on approximately sixty percent and eighty-five percent of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.

3 unchanged sentences

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

Total capitalized costs to obtain contracts were $ 261 million and $ 234 million as of June 30, 2024 and December 31, 2023, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.

Total capitalized costs to obtain contracts were $ 274 million and $ 234 million as of September 30, 2024 and December 31, 2023, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.

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

The expense is recorded within selling and general expenses.

We expense sales commissions when incurred if the amortization period is one year or less.

We expense sales commissions when incurred if the benefit of those costs is one year or less.

These costs are recorded within selling and general expenses.

4 unchanged sentences

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

Other Income, net

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

(in millions) Three Months Six Months

Other Loss (Income), net

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

(in millions) Three Months Nine Months

2024 2023 2024 2023

Other components of net periodic benefit cost $ ( 5 ) $ ( 6 ) $ ( 17 ) $ ( 18 )

Net loss (gain) from investments 3 ( 5 ) ( 1 ) 12

Other income, net $ ( 3 ) $ ( 11 ) $ ( 13 ) $ —

Net loss from investments 7 1 7 13

Other loss (income), net $ 2 $ ( 5 ) $ ( 10 ) $ ( 5 )

Acquisitions and Divestitures

18 unchanged sentences

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

On July 26, 2024, we entered into an agreement to sell Fincentric, formerly known as Markit Digital.

This agreement follows our announced intent to explore strategic opportunities for Fincentric in February of 2024.

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

On October 7, 2024, we entered into an agreement to sell the PrimeOne business, our outsourced technology platform servicing the global prime finance business.

The PrimeOne business is part of our Market Intelligence segment.

The assets and liabilities of the PrimeOne business were classified as held for sale in our consolidated balance sheet as of September 30, 2024.

This transaction is expected to close in the fourth quarter of 2024.

The anticipated divestiture of the PrimeOne business is not expected to be material to our consolidated financial statements.

On August 15, 2024, we completed the sale of Fincentric, formerly known as Markit Digital.

This sale followed our announced intent to explore strategic opportunities for Fincentric in February of 2024.

Fincentric was 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 June 30, 2024.

This transaction, which is subject to regulatory approvals and other customary closing conditions, is expected to close in the third quarter of 2024.

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

Fincentric was acquired by S&P Global through the merger with IHS Markit and was part of our Market Intelligence segment.

During the three and nine months ended September 30, 2024, we recorded a pre-tax gain of $ 21 million ($ 12 million after-tax) in (Gain) loss on dispositions, net in the consolidated statement of income related to the sale of Fincentric in our Market Intelligence segment.

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

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

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

During the six months ended June 30, 2023, we recorded a pre-tax loss of $ 120 million in Loss on dispositions, net 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.

During the nine months ended September 30, 2023, we recorded a pre-tax loss of $ 120 million in (Gain) loss on dispositions, net 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.

2 unchanged sentences

The contingent payment was payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships.

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

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

Assets and Liabilities Held for Sale

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

(in millions) June 30 December 31,

(in millions) September 30, December 31,

Accounts Receivable, net $ 4 $ —

6 unchanged sentences

Liabilities of a business held for sale $ ( 7 ) $ —

1 Assets and liabilities held for sale as of June 30, 2024 relate to Fincentric.

The operating profit (loss) of our businesses that were held for sale or disposed of for the periods ended June 30 is as follows:

(in millions) Three Months Six Months

1 Assets and lia bilities held for sale as of September 30, 2024 relate to the anticipated divestiture of the PrimeOne business.

The operating profit (loss) of our businesses that were held for sale or disposed of for the periods ended September 30 is as follows:

(in millions) Three Months Nine Months

2024 2023 2024 2023

2 unchanged sentences

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

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

The effective income tax rate was 21.3 % and 20.1 % for the three and six months ended June 30, 2024, respectively, and 31.1 % and 23.8 % for the three and six months ended June 30, 2023, respectively.

The higher 2023 rates are primarily due to the tax charge on divestitures and change in mix of income by jurisdiction.

The three and nine months ended September 30, 2024 excludes a pre-tax gain related to the sale of Fincentric of $ 21 million.

The nine months ended September 30, 2023 excludes a pre-tax loss related to the sale of Engineering Solutions of $ 120 million.

The effective income tax rate was 23.0 % and 21.1 % for the three and nine months ended September 30, 2024, respectively, and 18.2 % and 21.8 % for the three and nine months ended September 30, 2023, respectively.

The lower rate for the three months ended September 30, 2023 was primarily due to a combination of discrete adjustments and change in the profit mix.

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

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

The tax expense or benefit related to significant unusual or infrequently occurring items that will be separately

reported or reported net of their related tax effect, and are individually computed, is recognized in the interim period in which those items occur.

The tax expense or benefit related to significant unusual or infrequently occurring items that will be separately reported or reported net of their related tax effect, and are individually computed, is recognized in the interim period in which

those items occur.

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

The Company is subject to tax examinations in various jurisdictions.

As of June 30, 2024 and December 31, 2023, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 255 million and $ 230 million, respectively, exclusive of interest and penalties.

As of September 30, 2024 and December 31, 2023, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 274 million and $ 230 million, respectively, exclusive of interest and penalties.

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

As of June 30, 2024 and December 31, 2023, we had $ 58 million and $ 50 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

As of September 30, 2024 and December 31, 2023, we had $ 64 million and $ 50 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits may decrease by approximately $ 12 million in the next twelve months as a result of the resolution of local tax examinations.

4 unchanged sentences

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

(in millions) June 30,

(in millions) September 30,

2024 December 31,

23 unchanged sentences

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

4 Interest payments are due semiannually on January 22 and July 22, and as of June 30, 2024, the unamortized debt discount and issuance costs total $ 2 million.

5 Interest payments are due semiannually on March 1 and September 1 and as of June 30, 2024, the unamortized debt discount and issuance costs total $ 9 million.

4 Interest payments are due semiannually on January 22 and July 22, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 2 million.

5 Interest payments are due semiannually on March 1 and September 1 and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 8 million.

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

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

8 Interest payments are due semiannually on June 1 and December 1, and as of June 30, 2024, the unamortized debt discount and issuance costs total $ 3 million.

9 Interest payments are due semiannually on March 1 and September 1 and as of June 30, 2024, the unamortized debt discount and issuance costs total $ 13 million.

10 Interest payments are due semiannually on February 15 and August 15, and as of June 30, 2024, the unamortized debt discount and issuance costs total $ 5 million.

11 Interest payments are due semiannually on March 1 and September 1 and as of June 30, 2024, the unamortized debt discount and issuance costs total $ 24 million.

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

13 Interest payments are due semiannually on May 15 and November 15, and as of June 30, 2024, the unamortized debt discount and issuance costs total $ 2 million.

14 Interest payments are due semiannually on May 15 and November 15, and as of June 30, 2024, the unamortized debt discount and issuance costs total $ 11 million.

15 Interest payments are due semiannually on June 1 and December 1, and as of June 30, 2024, the unamortized debt discount and issuance costs total $ 10 million.

16 Interest payments are d ue semiannually on March 1 and September 1 and as of June 30, 2024, the unamortized debt discount and issuance costs total $ 25 million.

17 Interest payments are due semiannually on February 15 and August 1 5, and as of June 30, 2024, the unamortized debt discount and issuance costs total $ 17 million.

18 Interest payments are due semiannually on March 1 and September 1 and as of June 30, 2024, the unamortized debt discount and issuance costs total $ 14 million.

The fair value of our total debt borrowings wa s $ 9.9 billion an d $ 10.3 billion as of June 30, 2024 and December 31, 2023, respectively, and was estimated based on quoted market prices.

8 Interest payments are due semiannually on June 1 and December 1, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 3 million.

9 Interest payments are due semiannually on March 1 and September 1 and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 12 million.

10 Interest payments are due semiannually on February 15 and August 15, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 5 million.

11 Interest payments are due semiannually on March 1 and September 1 and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 24 million.

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

13 Interest payments are due semiannually on May 15 and November 15, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 2 million.

14 Interest payments are due semiannually on May 15 and November 15, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 10 million.

15 Interest payments are due semiannually on June 1 and December 1, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 10 million.

16 Interest payments are d ue semiannually on March 1 and September 1 and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 25 million.

17 Interest payments are due semiannually on February 15 and August 1 5, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 17 million.

18 Interest payments are due semiannually on March 1 and September 1 and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 14 million.

The fair value of our total debt borrowings wa s $ 10.4 billion an d $ 10.3 billion as of September 30, 2024 and December 31, 2023, respectively, and was estimated based on quoted market prices.

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

As of June 30, 2024 and December 31, 2023, we had no outstanding commercial paper.

As of September 30, 2024 and December 31, 2023, we had no outstanding commercial paper.

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

9 unchanged sentences

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

As of June 30, 2024 and December 31, 2023, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates and held cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates.

As of September 30, 2024 and December 31, 2023, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates.

As of September 30, 2024 and December 31, 2023, we held cross currency swap contracts to hedge a portion of our net investment in foreign subsidiaries against volatility in foreign exchange rates.

As of December 31, 2023, we held a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing.

3 unchanged sentences

Undesignated Derivative Instruments

During the six months ended June 30, 2024 and twelve months ended December 31, 2023, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheets.

During the nine months ended September 30, 2024 and twelve months ended December 31, 2023, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheets.

These forward contracts do not qualify for hedge accounting.

As of June 30, 2024 and December 31, 2023, the aggregate notional value of these outstanding forward contracts was $ 2.2 billion and $ 2.6 billion, respectively.

As of September 30, 2024 and December 31, 2023, the aggregate notional value of these outstanding forward contracts was $ 2.6 billion.

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

The amount recorded in prepaid and other current assets as of June 30, 2024 and December 31, 2023 was $ 10 million and $ 69 million, respectively.

The amount recorded in other current liabilities as of June 30, 2024 and December 31, 2023 was $ 22 million and $ 1 million, respectively.

The amount recorded in selling and general expense related to these contracts was a net loss of $ 9 million and $ 46 million for the three and six months ended June 30, 2024, respectively, and a net gain of $ 29 million and $ 58 million for the three and six months ended June 30, 2023, respectively.

The amount recorded in prepaid and other current assets as of September 30, 2024 and December 31, 2023 was $ 37 million and $ 69 million, respectively.

The amount recorded in other current liabilities as of September 30, 2024 and December 31, 2023 was $ 7 million and $ 1 million, respectively.

The amount recorded in selling and general expense related to these contracts was a net gain of $ 100 million and $ 54 million for the three and nine months ended September 30, 2024, respectively, and a net loss of $ 82 million and $ 24 million for the three and nine months ended September 30, 2023, respectively.

Net Investment Hedges

As of June 30, 2024 and December 31, 2023, we held cross currency swaps to hedge a portion of our net investment in one of our European subsidiaries against volatility in the Euro/U.S.

During the nine months ended September 30, 2024, we entered into cross currency swaps to hedge a portion of our net investment in certain European subsidiaries against volatility in the Euro/U.S.

dollar exchange rate.

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

dollar exchange rate.

These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2024, 2029, 2030 and 2032.

The notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 1.5 billion as of June 30, 2024 and December 31, 2023.

The notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 3.5 billion and $ 1.5 billion as of September 30, 2024 and December 31, 2023.

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

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

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

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

Accordingly, amounts related to the cross currency swaps recognized directly in net income for the three and six months ended June 30, 2024 represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

We recognized net interest income of $ 8 million and $ 15 million for the three and six months ended June 30, 2024, respectively, and net interest income of $ 6 million and $ 12 million for the three and six months ended June 30, 2023, respectively.

Accordingly, amounts related to the cross currency swaps recognized directly in net income for the three and nine months ended September 30, 2024 represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

We recognized net interest income of $ 11 million and $ 27 million for the three and nine months ended September 30, 2024, respectively, and net interest income of $ 6 million and $ 18 million for the three and nine months ended September 30, 2023, respectively.

Cash Flow Hedges

Foreign Exchange Forward Contracts

During the six months ended June 30, 2024 and the twelve months ended December 31, 2023, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the second quarter of 2026 and the fourth quarter of 2025, respectively.

During the nine months ended September 30, 2024 and the twelve months ended December 31, 2023, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the third quarter of 2026 and the fourth quarter of 2025, respectively.

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

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

As of June 30, 2024, we estimate that $ 5 million of pre-tax gain related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.

As of June 30, 2024 and December 31, 2023, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 547 million and $ 529 million, respectively.

As of September 30, 2024, we estimate that $ 1 million of pre-tax gain related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.

As of September 30, 2024 and December 31, 2023, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 563 million and $ 529 million, respectively.

Interest Rate Swaps

1 unchanged sentence

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

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

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

consolidated balance sheet.

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

The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of June 30, 2024 and December 31, 2023:

(in millions) June 30, December 31

The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of September 30, 2024 and December 31, 2023:

(in millions) September 30, December 31

Balance Sheet Location 2024 2023

6 unchanged sentences

Other non-current liabilities Cross currency swaps $ 187 $ 14

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

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

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

12 unchanged sentences

Cross currency swaps $ ( 58 ) $ ( 9 ) Interest expense, net $ ( 3 ) $ ( 3 )

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2024 2023 2024 2023

14 unchanged sentences

Reclassification into earnings, net of tax 1 1 3 3

Net unrealized gains on net investment hedges, net of taxes, end of period $ 14 $ 32 $ 14 $ 32

Net unrealized gains (losses) on net investment hedges, net of taxes, end of period $ ( 64 ) $ 49 $ ( 64 ) $ 49

Employee Benefits

11 unchanged sentences

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

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

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

(in millions) Three Months Six Months

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

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

(in millions) Three Months Nine Months

2024 2023 2024 2023

4 unchanged sentences

Net periodic benefit cost $ ( 5 ) $ ( 6 ) $ ( 16 ) $ ( 17 )

Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three and six months ended June 30, 2024 and 2023.

Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three and nine months ended September 30, 2024 and 2023.

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

The effect of the assumption changes on retirement and postretirement expense for the three and six months ended June 30, 2024 did not have a material impact to our financial position, results of operations or cash flows.

In the first six months of 2024, we contributed $ 5 million to our retirement plans and expect to make additional required contributions of approximately $ 6 million to our retirement plans during the remainder of the year.

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

The effect of the assumption changes on retirement and postretirement expense for the three and nine months ended September 30, 2024 did not have a material impact to our financial position, results of operations or cash flows.

In the first nine months of 2024, we contributed $ 7 million to our retirement plans and expect to make additional required contributions of approximately $ 4 million to our retirement plans during the remainder of the year.

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

Stock-Based Compensation

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

For the six months ended June 30, 2024 and 2023, total stock-based compensation expense related to restricted stock and other stock-based awards was $ 82 million and $ 97 million, respectively.

During the six months ended June 30, 2024, the Company granted 0.4 million shares of restricted stock and other stock-based awards, which had a weighted average grant date fair value of $ 423.01 per share.

Total unrecognized compensation expense related to unvested equity awards as of June 30, 2024 was $ 253 million, which is expected to be recognized over a weighted average period of 1.4 years.

For the nine months ended September 30, 2024 and 2023, total stock-based compensation expense related to restricted stock and other stock-based awards was $ 177 million and $ 143 million, respectively.

During the nine months ended September 30, 2024, the Company granted 0.4 million shares of restricted stock and other stock-based awards, which had a weighted average grant date fair value of $ 423.79 per share.

Total unrecognized compensation expense related to unvested equity awards as of September 30, 2024 was $ 235 million, which is expected to be recognized over a weighted average period of 1.2 years.

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

2 unchanged sentences

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

As of June 30, 2024, 17.2 million shares remained available under the 2022 Repurchase Program.

As of September 30, 2024, 14.6 million shares remained available under the 2022 Repurchase Program.

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

2 unchanged sentences

This initial delivery of shares represents the minimum number of shares that we may receive under the agreement.

Upon settlement of the ASR agreement, the financial institution delivers additional shares.

Upon settlement of the ASR agreement, the financial institution typically delivers additional shares.

The total number of shares ultimately delivered, and therefore the average price paid per share, is determined at the end of the applicable purchase period of each ASR agreement based on the volume weighted-average share price, less a discount.

3 unchanged sentences

The repurchased shares are held in Treasury.

The forward stock purchase contracts were classified as equity instruments.

The terms of each ASR agreement entered into during the six months ended June 30, 2024 and 2023, structured as outlined above, are as follows:

The forward stock purchase contracts are classified as equity instruments.

The terms of each ASR agreement entered into during the nine months ended September 30, 2024 and 2023, structured as outlined above, are as follows:

(in millions, except average price paid per share)

1 unchanged sentence

Purchased Average Price Paid Per Share Total Cash Utilized

July 31, 2024 1

2.6 — 2.6 $ — $ 1,500

February 12, 2024 2

April 12, 2024 1.0 0.2 1.2 $ 421.05 $ 500

August 7, 2023 3

September 8, 2023 1.1 0.2 1.3 $ 387.36 $ 500

May 8, 2023 4

2 unchanged sentences

May 5, 2023 1.1 0.3 1.4 $ 341.95 $ 500

1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.5 billion and initially received shares valued at 85 % of the $ 1.5 billion at a price equal to the market price of the Company ’ s common stock on July 31, 2024.

The Company received an initial delivery of 2.6 million shares from the ASR program on August 1, 2024.

We completed the ASR agreement on October 22, 2024 and received an additional 0.3 million shares.

We repurchased a total of 3.0 million shares under the ASR agreement for an average purchase price $ 505.19 per share.

The ASR agreement was executed under our 2022 Repurchase Program.

2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and initially received shares valued at 85 % of the $ 500 million at a price equal to the market price of the Company ’ s common stock on February 12, 2024 when the Company received an initial delivery of 1.0 million shares from the ASR program.

1 unchanged sentence

The ASR agreement was executed under our 2022 Repurchase Program.

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

We completed the ASR agreement on September 8, 2023 and received an additional 0.2 million shares.

The ASR agreement was executed under our 2022 Repurchase Program.

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

3 unchanged sentences

The ASR agreement was executed under our 2022 Repurchase Program.

During the six months ended June 30, 2024, we received 1.4 million shares, including 0.2 million shares received in February of 2024 related to our November 13, 2023 ASR agreement.

During the six months ended June 30, 2024, we purchased a total of 1.2 million shares for $ 500 million of cash.

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

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

During the nine months ended September 30, 2024, we received 4.1 million shares, including 0.2 million shares received in February of 2024 related to our November 13, 2023 ASR agreement.

During the nine months ended September 30, 2024, we purchased a total of 3.8 million shares for $ 2 billion of cash.

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

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

Redeemable Noncontrolling Interests

1 unchanged sentence

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

In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group’s and CGIS’ minority interest.

In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group

and CGIS will have the right to put their interest to us at the then fair value of CME Group’s and CGIS’ minority interest.

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

6 unchanged sentences

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

Changes to redeemable noncontrolling interests during the six months ended June 30, 2024 were as follows:

Changes to redeemable noncontrolling interests during the nine months ended September 30, 2024 were as follows:

(in millions)

3 unchanged sentences

Redemption value adjustment 482

Balance as of June 30, 2024

Balance as of September 30, 2024

1 Includes foreign currency translation adjustments

Accumulated Other Comprehensive Loss

The following table summarizes the changes in the components of accumulated other comprehensive loss for the six months ended June 30, 2024:

The following table summarizes the changes in the components of accumulated other comprehensive loss for the nine months ended September 30, 2024:

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

5 unchanged sentences

Net other comprehensive income (loss) 35 ( 2 ) 16 49

Balance as of June 30, 2024

Balance as of September 30, 2024

$ ( 452 ) $ ( 364 ) $ 102 $ ( 714 )

1 unchanged sentence

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

2 Reflects amortization of net actuarial losses and is net of a tax benefit of less than $ 1 million for the six months ended June 30, 2024.

2 Reflects amortization of net actuarial losses and is net of a tax benefit of less than $ 1 million for the nine months ended September 30, 2024.

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

3 unchanged sentences

Diluted EPS is computed in the same manner as basic EPS, except the number of shares is increased to include additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued.

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

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

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

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

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

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

2024 2023 2024 2023

4 unchanged sentences

311.2 317.5 312.6 319.4

Effect of stock options and other dilutive securities 0.2 0.5 0.3 0.6

Effect of dilutive securities 0.3 0.5 0.3 0.5

Diluted weighted-average number of common shares outstanding

7 unchanged sentences

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

For the three and six months ended June 30, 2024 and 2023, there were no stock options excluded.

Restricted performance shares outstanding of 0.9 million and 0.8 million as of June 30, 2024 and 2023, respectively, were excluded.

For the three and nine months ended September 30, 2024 and 2023, there were no stock options excluded.

Restricted performance shares outstanding of 0.9 million and 0.8 million as of September 30, 2024 and 2023, respectively, were excluded.

Restructuring

4 unchanged sentences

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

The initial restructuring charge recorded and the ending reserve balance as of June 30, 2024 by segment is as follows:

The initial restructuring charge recorded and the ending reserve balance as of September 30, 2024 by segment is as follows:

2024 Restructuring Plan 2023 Restructuring Plan

7 unchanged sentences

Total $ 49 $ 21 $ 183 $ 37

We recorded a pre-tax restructuring charge of $ 45 million primarily related to employee severance charges for the 2024 restructuring plan during the six months ended June 30, 2024 and have reduced the reserve by $ 19 million.

We recorded a pre-tax restructuring charge of $ 49 million primarily related to employee severance charges for the 2024 restructuring plan during the nine months ended September 30, 2024 and have reduced the reserve by $ 28 million.

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

For the six months ended June 30, 2024, we have reduced the reserve for the 2023 restructuring plan by $ 90 million.

For the nine months ended September 30, 2024, we have reduced the reserve for the 2023 restructuring plan by $ 115 million.

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

3 unchanged sentences

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

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

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

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

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

Revenue Three Months Six Months

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

Revenue Three Months Nine Months

(in millions) 2024 2023 2024 2023

8 unchanged sentences

Total revenue $ 3,575 $ 3,084 $ 10,616 $ 9,345

Operating Profit Three Months Six Months

Operating Profit Three Months Nine Months

(in millions) 2024 2023 2024 2023

12 unchanged sentences

Total operating profit $ 1,434 $ 1,074 $ 4,271 $ 3,130

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

2 Operating profit for the three and six months ended June 30, 2024 includes a net acquisition-related benefit of $ 11 million and $ 8 million, respectively, IHS Markit merger costs of $ 9 million and $ 20 million, respectively, and employee severance charges of $ 4 million and $ 35 million, respectively.

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

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 147 million and $ 140 million for the three months ended June 30, 2024 and 2023, respectively, and $ 288 million and $ 281 million for the six months ended June 30, 2024 and 2023, respectively.

3 Operating profit for the three and six months ended June 30, 2024 includes legal costs of $ 20 million.

Operating profit for the six months ended June 30, 2024 also includes employee severance charges of $ 2 million.

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 2 million for the three months ended June 30, 2024 and 2023, and $ 9 million and $ 4 million for the six months ended June 30, 2024 and 2023, respectively.

4 Operating profit for the three and six months ended June 30, 2024 includes IHS Markit merger costs of $ 5 million and $ 10 million, respectively, an asset write-off of $ 1 million and disposition-related costs of $ 1 million.

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 32 million and $ 33 million for the three months ended June 30, 2024 and 2023, respectively, and $ 65 million and $ 66 million for the six months ended June 30, 2024 and 2023, respectively.

5 Operating profit for the three and six months ended June 30, 2024 includes employee severance charges of $ 6 million, IHS Markit merger costs of $ 1 million and acquisition-related costs of $ 1 million.

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

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 76 million for the three months ended June 30, 2024 and 2023, and $ 151 million and $ 150 million for the six months ended June 30, 2024 and 2023, respectively.

6 Operating profit for the three and six months ended June 30, 2024 includes IHS Markit merger costs of $ 2 million and $ 3 million, respectively, and a loss on disposition of $ 1 million.

Operating profit for the six months ended June 30, 2024 includes employee severance charges of $ 1 million.

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

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 9 million for the three months ended June 30, 2024 and 2023, and $ 18 million for the six months ended June 30, 2024 and 2023.

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

2 Operating profit for the three and nine months ended September 30, 2024 includes a gain on disposition of $ 21 million and IHS Markit merger costs of $ 10 million and $ 30 million, respectively.

Operating profit for the nine months ended September 30, 2024 includes employee severance charges of $ 35 million and a net acquisition-related benefit of $ 8 million.

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 disposition of $ 46 million and an asset impairment of $ 5 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 151 million and $ 140 million for the three months ended September 30, 2024 and 2023, respectively, and $ 439 million and $ 421 million for the nine months ended September 30, 2024 and 2023, respectively.

3 Operating profit for the three and nine months ended September 30, 2024 includes a statutorily required bonus accrual adjustment of $ 6 million.

Operating profit for the nine months ended September 30, 2024 includes legal costs of $ 20 million and employee severance charges of $ 2 million.

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 2 million for the three months ended September 30, 2024 and 2023, and $ 11 million and $ 6 million for the nine months ended September 30, 2024 and 2023, respectively.

4 Operating profit for the three and nine months ended September 30, 2024 includes employee severance charges of $ 4 million and IHS Markit merger costs of $ 2 million and $ 12 million, respectively.

Operating profit for the nine months ended September 30, 2024 includes an asset write-off of $ 1 million and disposition-related costs of $ 1 million.

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.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 32 million and $ 33 million for the three months ended September 30, 2024 and 2023, respectively, and $ 97 million and $ 99 million for the nine months ended September 30, 2024 and 2023, respectively.

5 Operating profit for the three and nine months ended September 30, 2024 includes IHS Markit merger costs of $ 1 million and $ 2 million, respectively.

Operating profit for the nine months ended September 30, 2024 includes employee severance charges of $ 7 million and acquisition-related costs of $ 1 million.

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.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 76 million for the three months ended September 30, 2024 and 2023, and $ 227 million and $ 226 million for the nine months ended September 30, 2024 and 2023, respectively.

6 Operating profit for the three and nine months ended September 30, 2024 includes IHS Markit merger costs of $ 1 million and $ 4 million, respectively.

Operating profit for the nine months ended September 30, 2024 includes a loss on disposition of $ 1 million and employee severance charges of $ 1 million.

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.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 9 million for the three months ended September 30, 2024 and 2023, and $ 27 million for the nine months ended September 30, 2024 and 2023.

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

Operating profit for the six months ended June 30, 2023 includes amortization of intangibles from acquisitions of $ 1 million.

8 Corporate Unallocated expense for the three and six months ended June 30, 2024 includes IHS Markit merger costs of $ 20 million and $ 38 million, respectively, acquisition-related costs of $ 6 million and $ 7 million, respectively, disposition-related costs of $ 2 million and $ 3 million, respectively, and a gain on disposition of $ 2 million.

Corporate Unallocated expense for the six months ended June 30, 2024 includes employee severance charges of $ 2 million and recovery of lease-related costs of $ 1 million.

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

Additionally, Corporate Unallocated expense includes amortization of intangibles from acquisitions of $ 1 million for the three months ended June 30, 2024 and 2023, and $ 1 million and $ 2 million for the six months ended June 30, 2024 and 2023, respectively.

9 Equity in Income on Unconsolidated Subsidiaries includes amortization of intangibles from acquisitions of $ 14 million for the three months months ended June 30, 2024 and 2023, and $ 28 million for the six months ended June 30, 2024 and 2023.

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

Operating profit for the nine months ended September 30, 2023 includes amortization of intangibles from acquisitions of $ 1 million.

8 Corporate Unallocated expense for the three and nine months ended September 30, 2024 includes IHS Markit merger costs of $ 16 million and $ 54 million, respectively, acquisition-related costs of $ 2 million and $ 10 million, respectively, and an asset write-off of $ 1 million.

Corporate Unallocated expense for the nine months ended September 30, 2024 includes disposition-related costs of $ 3 million, employee severance charges of $ 2 million, a gain on disposition of $ 2 million and recovery of lease-related costs of $ 1 million.

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

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

Additionally, Corporate Unallocated expense includes amortization of intangibles from acquisitions of $ 1 million for the three months ended September 30, 2024, and $ 2 million for the nine months ended September 30, 2024 and 2023.

9 Equity in Income on Unconsolidated Subsidiaries includes amortization of intangibles from acquisitions of $ 14 million for the three months months ended September 30, 2024 and 2023, and $ 42 million for the nine months ended September 30, 2024 and 2023.

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

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

Intersegment Elimination 2

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Subscription $ 981 $ — $ 478 $ 331 $ 74 $ — $ — $ 1,864

12 unchanged sentences

Intersegment Elimination 2

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Subscription $ 2,893 $ — $ 1,387 $ 966 $ 218 $ — $ — $ 5,464

12 unchanged sentences

Intersegment Elimination 2

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

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

11 unchanged sentences

Intersegment Elimination 2

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

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

11 unchanged sentences

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

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2024 2023 2024 2023

15 unchanged sentences

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

The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of June 30, 2024 and December 31, 2023:

(in millions) June 30, December 31,

The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of September 30, 2024 and December 31, 2023:

(in millions) September 30, December 31,

Balance Sheet Location 2024 2023

2 unchanged sentences

Lease liabilities — non-current Non-current lease liabilities 527 541

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2024 2023 2024 2023

2 unchanged sentences

Total lease cost $ 29 $ 28 $ 87 $ 86

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2024 2023 2024 2023

4 unchanged sentences

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

June 30, December 31,

September 30, December 31,

Weighted-average remaining lease term (years) 5.6 6.0

2 unchanged sentences

(in millions)

2024 (Excluding the six months ended June 30, 2024)

2024 (Excluding the nine months ended September 30, 2024)

2029 and beyond 234

5 unchanged sentences

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

During the three and six months ended June 30, 2024, S&P Dow Jones Indices LLC earned $ 48 million and $ 96 million, respectively, of revenue under the terms of the License Agreement.

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

During the three and nine months ended September 30, 2024, S&P Dow Jones Indices LLC earned $ 50 million and $ 146 million, respectively, of revenue under the terms of the License Agreement.

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

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

11 unchanged sentences

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

S&P Global Ratings is currently in advanced discussions with the SEC staff in an effort to resolve an investigation concerning S&P Global Ratings’ compliance with record retention requirements relating to electronic business communications sent or received via electronic messaging channels.

can be no assurance that these discussions will lead to a resolution of the investigation.

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

On September 3, 2024, as part of an industry-wide investigation into off-channel communications by the SEC, S&P Global Ratings, and certain other NRSROs, reached a settlement to resolve violations of recordkeeping rules.

This matter was previously disclosed by S&P Global.

order, the SEC recognized S&P Global Ratings’ remedial acts and its cooperation with the SEC staff.

As part of the resolution, S&P Global Ratings paid a penalty of $ 20 million.

S&P Global previously accrued that amount in its consolidated financial statements for the second quarter of 2024.

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

19 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements