What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2025-02-11 compared with 2024-02-09 · 288 added, 312 removed, 1365 unchanged (31% of the section changed)

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

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

As of December 31, 2024 and December 31, 2023, we have entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet.

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

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

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

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

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

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

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

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

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We have audited the accompanying consolidated balance sheets of S&P Global Inc.

(the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in Item 15(a)(2) and our report dated February 8, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 11, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Total expenses 8,730 8,443 8,162

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

(Gain) loss on dispositions, net ( 59 ) 70 ( 1,898 )

Equity in income on unconsolidated subsidiaries ( 43 ) ( 36 ) ( 27 )

Operating profit 5,580 4,020 4,944

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

Other (income) expense, net ( 25 ) 15 ( 70 )

Interest expense, net 297 334 304

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( 10 ) ( 13 ) ( 44 )

Unrealized gain (loss) on cash flow hedges 54 325 ( 282 )

Unrealized gain on cash flow hedges 15 54 325

Income tax effect ( 3 ) ( 13 ) ( 80 )

41 245 ( 214 )

Comprehensive income 4,047 3,016 3,477

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Prepaid and other current assets 906 1,000

Assets of businesses held for sale — 1,298

Total current assets 5,459 5,143

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Other current liabilities 869 1,033

Liabilities of businesses held for sale — 234

Total current liabilities 6,392 6,125

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Total liabilities 22,713 22,489

Redeemable noncontrolling interest 3,800 3,267

Redeemable noncontrolling interests 4,252 3,800

Commitments and contingencies (Note 13)

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Stock-based compensation 247 171 214

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

(Gain) loss on dispositions, net ( 59 ) 70 ( 1,898 )

Restructuring, lease impairment charges and other 206 246 319

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Changes in short-term investments 6 ( 13 ) ( 2 )

Cash provided by (used for) investing activities 562 3,628 ( 120 )

Cash (used for) provided by investing activities ( 255 ) 562 3,628

Financing Activities:

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Repurchase of treasury shares ( 3,301 ) ( 3,301 ) ( 12,004 )

Exercise of stock options 13 7 13

Contingent consideration payment ( 9 ) — —

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

Contingent consideration payments ( 107 ) ( 9 ) —

Employee withholding tax on share-based payments, excise tax payments on share repurchases and other ( 122 ) ( 99 ) ( 103 )

Cash used for financing activities ( 4,998 ) ( 4,280 ) ( 11,326 )

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

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

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

Employee stock plans

Change in redemption value of redeemable noncontrolling interest

( 631 ) ( 631 ) ( 631 )

Change in redemption value of redeemable noncontrolling interests 545 545 545

Adjustment to noncontrolling interests ( 13 ) ( 13 ) ( 13 )

Other ( 2 ) ( 2 ) 4 2

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

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

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

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

Employee stock plans ( 119 ) ( 167 ) 48 48

Change in redemption value of redeemable noncontrolling interest 545 545 545

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

Other ( 2 ) ( 2 ) 4 2

Change in redemption value of redeemable noncontrolling interests ( 539 ) ( 539 ) ( 539 )

Adjustment to noncontrolling interests ( 2 ) ( 2 ) ( 2 )

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

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Employee stock plans 90 ( 41 ) 131 131

Change in redemption value of redeemable noncontrolling interest ( 539 ) ( 539 ) ( 539 )

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

Change in redemption value of redeemable noncontrolling interests ( 470 ) ( 470 ) ( 470 )

Other 1 1 ( 15 ) ( 14 )

Balance as of December 31, 2024 $ 415 $ 44,321 $ 20,977 $ ( 883 ) $ 31,671 $ 33,159 $ 97 $ 33,256

1 Excludes $ 241 million, $ 249 million and $ 215 million in 2023, 2022 and 2021, respectively, attributable to redeemable noncontrolling interest.

1 Excludes $ 285 million, $ 241 million and $ 249 million in 2024, 2023 and 2022, respectively, attributable to redeemable noncontrolling interests.

See accompanying notes to the consolidated financial statements.

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

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

the commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture;

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

Our operations consist of six reportable segments:

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

Our operations consist of five reportable segments:

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

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

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

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

• Indices is a global index provider that maintains 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 provider of engineering standards and related technical knowledge, and the results are included through that date.

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

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

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

During the year ended December 31, 2023, we recorded a pre-tax loss of $ 120 million in Loss (gain) on dispositions and disposition-related costs of $ 16 million in selling and general expenses in the consolidated statement of income ($ 182 million after-tax, net of a release of a deferred tax liability of $ 157 million) related to the sale of Engineering Solutions.

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

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

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.

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 further discussion.

Revenue Recognition

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

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

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

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

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

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

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

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

Recurring variable revenue

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As of December 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.8 billion.

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

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

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

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Total capitalized costs to obtain a contract were $ 291 million and $ 234 million as of December 31, 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 in the consolidated statements of income.

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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 of the company’s post-trade services into a new joint venture, OSTTRA.

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

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

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

equity, and credit asset classes.

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

Other Expense (Income), net

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

Other (Income) Expense, net

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

(in millions) 2024 2023 2022

Other components of net periodic benefit cost $ ( 24 ) $ — $ ( 11 )

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

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

Net (gain) loss from investments ( 1 ) 15 ( 59 )

Other (income) expense, net $ ( 25 ) $ 15 $ ( 70 )

Assets and Liabilities Held for Sale and Discontinued Operations

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

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

Such investments and bank deposits are stated at cost, which approximates market value, and were $ 1.7 billion and $ 1.3 billion as of December 31, 2024 and 2023, respectively.

These investments are not subject to significant market risk.

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

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

We had no restricted cash included in our consolidated balance sheet as of December 31, 2024.

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

Short-term investments

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

The fair value of our

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

The fair value of our long-term debt borrowings were $ 10.0 billion and $ 10.3 billion as of December 31, 2024 and 2023, respectively, and was estimated based on quoted market prices.

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

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We have operating leases for office space and equipment.

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

Our leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases early.

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

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

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

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

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

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

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Equity Investments in Unconsolidated Subsidiaries

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

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

Equity investments for which we exercise significant influence, but do not have control over the investee, are accounted for using the equity method of accounting.

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

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

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

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

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

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

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

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

We periodically evaluate all our equity investments for impairment.

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Recent Accounting Standards

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

In November of 2024, the Financial Accounting Standards Board (“FASB”) issued accounting guidance which requires that an entity disclose, in the notes to financial statements, additional information about specific expense categories.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

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

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

and foreign jurisdictions.

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company may elect to adopt the amendments prospectively to transactions existing as of or entered into from the date of adoption through December 31, 2024.

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

We adopted this guidance and the amendments have been applied retrospectively to all prior periods presented in the financial statements.

As a result of the adoption of this guidance, we enhanced our disclosures about significant expenses regularly provided to the chief operating decision maker and included in the segment’s measure of profit or loss to assess segment performance and allocate resources.

See Note 12 – Segment and Geographic Information for additional information.

Reclassification

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Acquisitions completed during the year ended December 31, 2024 included:

• On December 31, 2024 we completed the acquisition of ProntoNLP, a leading provider of generative artificial intelligence tooling, allowing users to derive differentiated insights from unstructured and structured data.

The acquisition is part of our Market Intelligence segment and its intellectual property is expected to power broader enterprise-wide applications.

ProntoNLP’s proprietary models and LLM-based signal tools will bolster S&P Global’s textual data analytics capabilities.

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

• On May 1, 2024, we completed the acquisition of Visible Alpha, the financial technology provider of deep industry and segment consensus data creating a premium offering of fundamental investment research capabilities on Market Intelligence’s Capital IQ Pro platform.

The acquisition is part of our Market Intelligence segment and further enhances the depth and breadth of the overall Visible Alpha and S&P Capital IQ Pro offering.

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

• On May 14, 2024, we completed the acquisition of World Hydrogen Leaders, a globally-recognized portfolio of hydrogen-related conferences and events, digital training and market intelligence.

The acquisition is part of our Commodity Insight’s segment and complements Commodity Insights global conference business and provides customers with full coverage of the hydrogen and derivative value chain alongside Energy Transition and Sustainability solutions, including hydrogen price assessments, emission factors and market research.

The acquisition of World Hydrogen Leaders is not material to our consolidated financial statements.

None of our acquisitions completed during 2024 were material individually or in the aggregate, including the pro forma impact on earnings.

For acquisitions during 2024 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles.

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

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

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

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

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

(“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 enabled the integration of detailed transaction intelligence in areas that are complementary to existing services for dealers, OEMs, lenders, and other market participants.

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Since the acquisition date, the results of operations for IHS Markit of $ 3.799 billion of revenue and $ 659 million of operating profit for the year ended December 31, 2022, have been included within the accompanying consolidated statements of income.

The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the years ended December 31, 2022 and December 31, 2021 as if the acquisition of IHS Markit had occurred on January 1, 2021.

The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the year ended December 31, 2022 as if the acquisition of IHS Markit had occurred on January 1, 2021.

The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the acquisition of IHS Markit been completed on January 1, 2021.

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

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

• In December of 2021, as part of our Sustainable1 investments, we completed the acquisition of The Climate Service, Inc.

(“TCS ” ), which has developed a climate risk analytics platform assisting corporates, investors and governments with assessing physical climate risks.

Sustainable1 is S&P Global's single source of essential sustainability intelligence, bringing together S&P Global's resources and full product suite of data, benchmarking, analytics, evaluations and indices that provide customers with a 360-degree view to help achieve their sustainability goals.

The acquisition added capabilities to S&P Global's leading portfolio of essential environmental, social, and governance (“ESG”) insights and solutions for its customers.

Through this acquisition, S&P Global is able to offer its clients even more transparent, robust and comprehensive climate data, models and analytics.

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

The acquisition of The Climate Service, Inc.

is not material to our consolidated financial statements.

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

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

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

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

Non-cash investing activities

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Equity transferred — — ( 43,536 )

Cash acquired (paid), net ( 296 ) 210 ( 99 )

Cash (paid) acquired, net ( 305 ) ( 296 ) 210

Liabilities assumed $ 244 $ 103 $ 11,618

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

During the year ended December 31, 2024 we completed the following dispositions that resulted in a pre-tax gain of 59 million which was included in (Gain) loss on dispositions, net in the consolidated statement of income:

• On November 1, 2024, we completed the sale of the PrimeOne business, our outsourced technology platform servicing the global prime finance business.

The PrimeOne business was part of our Market Intelligence segment.

During the year ended December 31, 2024, we recorded a pre-tax gain of $ 38 million ($ 27 million after-tax) in (Gain) loss on dispositions, net in the consolidated statement of income related to the sale of the PrimeOne business in our Market Intelligence segment.

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

During the year ended December 31, 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.

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

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

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

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

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 year ended December 31, 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.

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

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

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

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

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and PetroChem Wire businesses and its Base Chemicals business.

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

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

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

During the year ended December 31, 2022, we recorded a pre-tax gain of $ 505 million ($ 378 million after-tax) for the sale of LCD.

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

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

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

2 unchanged sentences

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

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

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

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

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

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

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

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

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

(in millions) Year ended December 31,

Accounts Receivable, net $ — $ 88

Goodwill — 437

Other intangible assets, net — 697

Other assets — 76

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

Accounts payable and accrued expenses $ — $ 59

Deferred tax liability — 27

Unearned revenue — 148

Liabilities of a business held for sale $ — $ 234

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

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

The operating (loss) profit of our businesses that were held for sale or disposed of for the years ending December 31, 2024, 2023 and 2022 is as follows:

(in millions) Year ended December 31,

2024 2023 2022

Operating profit 1

Operating (loss) profit 1

$ ( 1 ) $ 22 $ 82

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

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

The year ended December 31, 2024 excludes a pre-tax gain related to the sale of the PrimeOne business of $ 38 million and a pre-tax gain related to the sale of Fincentric of $ 21 million.

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

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

The year ended December 31, 2022 also excludes a a pre-tax gain of $ 1.3 billion related to the sale of CGS.

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

The year ended December 31, 2022 also excludes a pre-tax gain of $ 1.3 billion related to the sale of CGS.

Goodwill and Other Intangible Assets

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The change in the carrying amount of goodwill by segment is shown below:

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

(in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Corporate Total

Balance as of December 31, 2022 $ 18,110 $ 257 $ 5,522 $ 8,695 $ 1,399 $ 562 $ 34,545

Acquisitions 62 3 6 168 — — 239

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

Reclassifications 1

11 14 10 — 18 13 66

( 8 ) ( 10 ) ( 12 ) — — — 10 ( 20 )

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

Acquisitions 229 — 16 — — — 245

Dispositions ( 80 ) — — — — — ( 80 )

( 26 ) ( 15 ) ( 4 ) ( 5 ) ( 48 ) — ( 98 )

Balance as of December 31, 2024 $ 18,306 $ 259 $ 5,550 $ 8,858 $ 1,369 $ 575 $ 34,917

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

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

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Acquisitions — — — — 104 104

Dispositions — — — — ( 5 ) ( 5 )

Reclassifications 1

1 — 23 4 7 35

( 2 ) — ( 8 ) — ( 4 ) ( 14 )

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

Acquisitions — — — — 268 268

Reclassifications ( 15 ) — — — — ( 15 )

— — ( 25 ) ( 7 ) ( 7 ) ( 39 )

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— — ( 1 ) 1 5 5

( 2 ) — — ( 1 ) ( 3 ) ( 6 )

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

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December 31, 2024 $ 2,474 $ — $ 11,728 $ 1,155 $ 353 $ 15,710

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

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

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Accrued expenses $ 114 $ 122

Loss carryforwards 495 537

Losses and other carryforwards 695 622

Research & Development Expenditures 350 258

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We record valuation allowances against deferred income tax assets when we determine that it is more likely than not that such deferred income tax assets will not be realized based upon all the available evidence.

The valuation allowance is primarily related to operating losses.

The valuation allowance is primarily related to operating losses and other carryforwards.

As of December 31, 2024, we have approximately $ 8.5 billion of undistributed earnings of our foreign subsidiaries, of which $ 4.7 billion is reinvested indefinitely in our foreign operations.

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

Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits on the balance sheet may be reduced by up to approximately $ 12 million in the next twelve months as a result of the resolution of local tax examinations and expiration of applicable statutes of limitations.

Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits on the balance sheet may be reduced by up to approximately $ 16 million in the next twelve months as a result of the

resolution of local tax examinations and expiration of applicable statutes of limitations.

In addition to the unrecognized tax benefits, we had accrued interest and penalties associated with unrecognized tax benefits of $ 65 million and $ 50 million as of December 31, 2024 and 2023, respectively.

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

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

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

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

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

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

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

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

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

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

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

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2.5 % Senior Notes, due 2029 8

2.5 % Senior Notes, due 2029 9

2.70 % Sustainability-Linked Senior Notes, due 2029 9

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Long-term debt $ 11,394 $ 11,412

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

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

1 We made a $ 47 million repayment of our 3.625 % senior note in the second quarter of 2024.

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

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4 Interest payments are due semiannually on January 22 and July 22, and as of December 31, 2024, the unamortized debt discount and issuance costs total $ 2 million.

6 Interest payments are due semiannually on March 1 and September 1, beginning on September 30, 2022, and as of December 31, 2023, the unamortized debt discount and issuance costs total $ 10 million.

5 Interest payments are due semiannually on March 1 and September 1, and as of December 31, 2024, the unamortized debt discount and issuance costs total $ 7 million.

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

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

10 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of December 31, 2023, the unamortized debt discount and issuance costs total $ 14 million.

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

12 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of December 31, 2023, the unamortized debt discount and issuance costs total $ 26 million.

11 Interest payments are due semiannually on March 1 and September 1, and as of December 31, 2024, the unamortized debt discount and issuance costs total $ 23 million.

12 Interest payments are due semiannually on March 15 and September 15, beginning on March 15, 2024, and as of December 31, 2024, the unamortized debt discount and issuance costs total $ 6 million .

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

17 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of December 31, 2023, the unamortized debt discount and issuance costs total $ 25 million.

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

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

19 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of December 31, 2023, the unamortized debt discount and issuance costs total $ 14 million.

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

Annual long-term debt maturities are scheduled as follows based on book values as of December 31, 2024:

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

$ 1.7 billion due in 2027;

$ 4 million due in 2025, $ 3 million due in 2026, $ 1.7 billion due in 2027;

$ 797 million due in 2028;

$ 2.7 billion due in 2029;

and $ 6.1 billion due thereafter.

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

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

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

Debt assumed consisted of the following:

• 5.00 % Senior Notes due November 1, 2022 with an outstanding principal balance of $ 748 million.

• 4.125 % Senior Notes due August 1, 2023 with an outstanding principal balance of $ 500 million.

• 3.625 % Senior Notes due May 1, 2024 with an outstanding principal balance of $ 400 million.

• 4.75 % Senior Notes due February 15, 2025 with an outstanding principal balance of $ 800 million.

• 4.00 % Senior Notes due March 1, 2026 with an outstanding principal balance of $ 500 million.

• 4.75 % Senior Notes due August 1, 2028 with an outstanding principal balance of $ 750 million.

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

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

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

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

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

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

See Note 2 — Acquisitions and Divestitures for additional information on the merger.

On March 18, 2022, we issued $ 1,250 million of 2.45 % Senior Notes due 2027, $ 1,250 million of 2.7 % Sustainability-Linked Senior Notes due 2029, $ 1,500 million of 2.9 % Senior Notes due 2032, $ 1,000 million of 3.7 % Senior Notes due 2052, and $ 500 million of 3.9 % Senior Notes due 2062.

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

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

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

In addition, we also used part of the net proceeds from the new debt issuance noted above to fund the early tender as well as a subsequent full redemption of our 5.0 % Senior Notes due 2022 and the 4.750 % Senior Notes due 2025, both of which were former IHS Markit Notes that were exchanged to SPGI Notes as part of the Exchange Offer, as well as our 4.0 % Senior Notes due 2025.

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

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

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

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

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

On December 17, 2024, we entered into a revolving $ 2.0 billion five-year credit agreement that will terminate on December 17, 2029 (our “credit facility”).

This credit facility replaced our revolving $ 2.0 billion five-year credit facility that was scheduled to terminate on April 26, 2026 (our “previous credit facility”).

The previous credit facility was canceled immediately after the new credit facility became effective.

There were no outstanding borrowings under the previous credit facility when it was replaced.

We have the ability to borrow a total of $ 2.0 billion through our commercial paper program, which is supported by our credit facility.

As of December 31, 2024 and 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.

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

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

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

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

As of December 31, 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.

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

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

The amount recorded in prepaid and other current assets was $ 69 million and $ 5 million as of December 31, 2023 and 2022, respectively.

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

The amount recorded in other current liabilities was $ 42 million and $ 1 million as of December 31, 2024 and 2023, respectively.

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

The amount recorded in selling and general expense for the twelve months ended December 31, 2024, 2023 and 2022 related to these contracts was a net gain $ 60 million, a net gain of $ 81 million and a net loss of $ 45 million, respectively.

Net Investment Hedges

During the twelve months ended December 31, 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 and 2022, we held cross currency swaps to hedge a portion of our net investment in one of our European subsidiaries against volatility in the Euro/U.S.

1 unchanged sentence

These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2029, 2030, 2032 and 2033.

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

The notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 3.5 billion and $ 1.5 billion as December 31, 2024 and 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 represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

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

We recognized net interest income of $ 41 million, net interest income of $ 25 million and net interest expense of $ 31 million during the twelve months ended December 31, 2024, 2023 and 2022, respectively.

Cash Flow Hedges

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As of December 31, 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.

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

As of December 31, 2024 and 2023, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 539 million and $ 529 million, respectively.

Interest Rate Swaps

As of December 31, 2023, 2022 and 2021, we held positions in a series of interest rate swaps.

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

These interest rate swaps are designated as cash flow hedges.

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

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

In the first quarter of 2024, we terminated our interest rate swap contracts with an aggregate notional value of $ 813 million and received net proceeds of $ 155 million upon termination.

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

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

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

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

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Reclassification into earnings, net of tax ( 1 ) 4 4

Net unrealized gains (losses) on cash flow hedges, net of taxes, end of period $ 84 $ 48 $ ( 203 )

Net unrealized gains on cash flow hedges, net of taxes, end of period $ 99 $ 84 $ 48

Net Investment Hedges

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

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

Change in fair value, net of tax 50 ( 81 ) 69

Reclassification into earnings, net of tax 4 4 4

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

Net unrealized gains (losses) on net investment hedges, net of taxes, end of period $ 33 $ ( 21 ) $ 56

Employee Benefits

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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.

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

Benefit Obligation

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

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

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

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

retirement plan accounted for a cost of $ 3 million and $ 4 million in 2024 and 2023, respectively, and a benefit of $ 6 million in 2022, of the net periodic benefit cost attributable to the funded plans.

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

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

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

The total cost for our retirement plans was $ 159 million for 2024, $ 170 million for 2023 and $ 124 million for 2022.

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

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

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

Effective January 1, 2025, we changed our return on assets assumption to 6.25 % from 6.00 % for the U.S.

plan in 2024 and to 5.40 % from 5.50 % for the U.K.

plan in 2024.

Expected employer contributions in 2025 are $ 11 million and $ 2 million for our retirement and postretirement plans, respectively.

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Long duration strategy 1

1,007 — 1,007 —

Intermediate duration securities 38 — 38 —

Infrastructure:

Total $ 1,028 $ 3 $ 991 $ 34

3 unchanged sentences

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

2 Includes the Standard & Poor’s MidCap 600 Composite Stock Index, Standard & Poor’s 500 Composite Stock Index, the Standard & Poor’s MidCap 400 Composite Stock Index, a short-term investment fund which is a common collective trust vehicle, and other various asset classes

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

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

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

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

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

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

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Distributions ( 34 )

Gain (loss) 1

Balance as of December 31, 2024

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pension trust had assets of $ 1,130 million and $ 1,176 million as of December 31, 2024 and 2023 respectively, and the target allocations in 2024 include 90 % fixed income, 5 % domestic equities, 3 % international equities and 2 % cash and cash equivalents.

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

pension trust had assets of $ 265 million and $ 297 million as of December 31, 2024 and 2023, respectively, and the target allocations in 2024 include 95 % fixed income and 5 % diversified growth funds.

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

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The fixed income strategies include U.S.

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

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

debt instruments.

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common stock in 2023.

The plan held approximately 1.2 million shares of S&P Global Inc.

The plan held approximately 1.1 million and 1.2 million shares of S&P Global Inc.

common stock as of December 31, 2024 and 2023, respectively, with market values of $ 547 million and $ 518 million, respectively.

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1 Shares reserved for issuance under the Director Plan are less than 1.0 million at both December 31, 2024 and 2023.

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

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

To offset the dilutive effect of our equity compensation plans, we periodically repurchase shares.

3 unchanged sentences

2024 2023 2022

Stock option expense $ — $ — $ —

Restricted stock and other stock-based awards expense $ 247 $ 171 $ 214

Stock option expense — — —

Total stock-based compensation expense $ 247 $ 171 $ 214

Tax benefit $ 49 $ 32 $ 38

Stock Options

Stock options may not be granted at a price less than the fair market value of our common stock on the date of grant.

Stock options granted vest over a four-year service period and have a maximum term of 10 years.

Stock option compensation costs are recognized from the date of grant, utilizing a four-year graded vesting method.

Under this method, more than half of the costs are recognized over the first twelve months , approximately one-quarter of the costs are recognized over a twenty-four month period starting from the date of grant, approximately one-tenth of the costs are recognized over a thirty-six month period starting from the date of grant, and the remaining costs are recognized over a forty-eight month period starting from the date of grant.

There were no stock options granted in 2023, 2022 and 2021.

Stock option activity is as follows:

(in millions, except per award amounts) Shares Weighted average exercise price Weighted-average remaining years of contractual term Aggregate intrinsic value

Options outstanding as of December 31, 2022

Exercised ( 0.1 ) $ 64.92

Options outstanding as of December 31, 2023

0.1 $ 77.25 0.79 $ 24

Options exercisable as of December 31, 2023

0.1 $ 77.25 0.79 $ 24

Information regarding our stock option exercises is as follows:

(in millions) Year Ended December 31,

2023 2022 2021

Net cash proceeds from the exercise of stock options $ 13 $ 7 $ 13

Total intrinsic value of stock option exercises $ 55 $ 13 $ 41

Income tax benefit realized from stock option exercises $ 12 $ 4 $ 11

Restricted Stock and Other Stock-Based Awards

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Tax benefit relating to restricted award activity $ 56 $ 71 $ 30

Stock Options

Stock options may not be granted at a price less than the fair market value of our common stock on the date of grant.

Stock options granted vest over a four-year service period and have a maximum term of 10 years.

Stock option compensation costs are recognized from the date of grant, utilizing a four-year graded vesting method.

There were no stock options granted in 2024, 2023 and 2022.

Stock option activity is as follows:

(in millions, except per award amounts) Shares Weighted average exercise price Weighted-average remaining years of contractual term Aggregate intrinsic value

Options outstanding as of December 31, 2023

Exercised ( 0.1 ) $ 77.86

Options outstanding as of December 31, 2024

— $ 74.46 2.22 $ 5

Options exercisable as of December 31, 2024

— $ 74.46 2.22 $ 5

Information regarding our stock option exercises is as follows:

(in millions) Year Ended December 31,

2024 2023 2022

Net cash proceeds from the exercise of stock options $ 4 $ 13 $ 7

Total intrinsic value of stock option exercises $ 19 $ 55 $ 13

Income tax benefit realized from stock option exercises $ 5 $ 12 $ 4

Capital Stock

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1 The quarterly dividend rate was $ 0.91 per share for the year ended December 31 2024.

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

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

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

Stock Repurchases

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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.

1 unchanged sentence

a stock purchase transaction and a forward stock purchase contract.

The shares delivered under

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

The shares delivered under the ASR agreements resulted in a reduction of outstanding shares used to determine our weighted average common

shares outstanding for purposes of calculating basic and diluted earnings per share.

The repurchased shares are held in Treasury.

The forward stock purchase contracts were classified as equity instruments.

The forward stock purchase contracts are classified as equity instruments.

The terms of each ASR agreement entered into for the years ended December 31, 2024, 2023 and 2022, structured as outlined above, are as follows:

2 unchanged sentences

Purchased Average Price Paid Per Share Total Cash Utilized

November 13, 2023 1

October 28, 2024 1

2.3 — 2.3 $ — $ 1,300

July 31, 2024 2

October 22, 2024 2.6 0.3 3.0 $ 505.19 $ 1,500

February 12, 2024 3

April 12, 2024 1.0 0.2 1.2 $ 421.05 $ 500

November 13, 2023 4

February 7, 2024 2.8 0.2 3.0 $ 428.45 $ 1,300

August 7, 2023 5

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

1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.3 billion and initially received shares valued at 85 % of the $ 1.3 billion at a price equal to the market price of the Company’s common stock on October 28, 2024 when the Company received an initial delivery of 2.3 million shares from the ASR program.

The final settlement of the transaction under the ASR is expected to be completed no later than the first quarter of 2025.

The ASR agreement was executed under our 2022 Repurchase Program.

2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.5 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 when 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.

The ASR agreement was executed under our 2022 Repurchase Program.

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

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

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 $ 1.3 billion and initially received shares valued at 85 % of the $ 1.3 billion at a price equal to the market price of the Company ’ s common stock on November 13, 2023 when the Company received an initial delivery of 2.8 million shares from the ASR program.

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

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

The ASR agreement was executed under our 2022 Repurchase Program.

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The ASR agreement was executed under our 2020 Repurchase Program.

During the year ended December 31, 2023, we purchased a total of 8.6 million shares for $ 3.3 billion of cash.

During the year ended December 31, 2022, we purchased a total of 33.5 million shares for $ 12.0 billion of cash.

During the year ended December 31, 2021, we did not use cash to purchase any shares.

During the year ended December 31, 2024, we received a total of 6.7 million shares, including 0.2 million shares received in February of 2024 related to our November 13, 2023 ASR agreement, resulting in $ 3.3 billion of cash used to purchase shares.

During the year ended December 31, 2023, we received a total of 8.6 million shares, including 0.4 million shares received in February of 2023 related to our December 2, 2022 ASR agreement, resulting in $ 3.3 billion of cash used to purchase shares.

During the year ended December 31, 2022, we purchased 33.5 million shares for $ 12.0 billion of cash.

Redeemable Noncontrolling Interests

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

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

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.

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

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

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

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

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

Ch anges to redeemable noncontrolling interest during the year ended December 31, 2023 were as follows:

Ch anges to redeemable noncontrolling interests during the year ended December 31, 2024 were as follows:

(in millions)

Balance as of December 31, 2023

Net income attributable to redeemable noncontrolling interest 241

Distributions to noncontrolling interest ( 260 )

Net income attributable to redeemable noncontrolling interests 285

Distributions to noncontrolling interests ( 289 )

Redemption value adjustment 470

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1 Relates to foreign currency translation adjustments

2 As of December 31, 2024, $ 4,239 million relates to our redeemable noncontrolling interest in the Indices business

Accumulated Other Comprehensive Loss

The following table summarizes the changes in the components of accumulated other comprehensive loss for the year ended December 31, 2024:

(in millions) Foreign Currency Translation Adjustments 1,3

Pension and Postretirement Benefit Plans 2

Unrealized Gain (Loss)

(in millions) Foreign Currency Translation Adjustments Pension and Postretirement Benefit Plans Unrealized Gain (Loss)

on Cash Flow Hedges 3

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Balance as of December 31, 2023

Other comprehensive income (loss) before reclassifications 91 ( 16 ) 44 119

Reclassifications from accumulated other comprehensive income (loss) to net earnings 4 3 2 ( 3 ) 3 4

Net other comprehensive gain (loss) income

$ ( 487 ) $ ( 362 ) $ 86 $ ( 763 )

Other comprehensive (loss) income before reclassifications ( 126 ) 1 ( 15 ) 20 ( 121 )

Reclassifications from accumulated other comprehensive income (loss) to net earnings 4 5 2 ( 8 ) 3 1

Net other comprehensive (loss) income ( 122 ) ( 10 ) 12 ( 120 )

Balance as of December 31, 2024

1 Includes an unrealized gain related to our cross currency swaps.

$ ( 609 ) $ ( 372 ) $ 98 $ ( 883 )

1 Includes an unrealized loss related to our cross currency swaps.

See Note 6 – 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 provision of $ 1 million for the year ended December 31, 2023.

2 Reflects amortization of net actuarial losses and is net of a tax benefit of $ 1 million for the year ended December 31, 2024.

See Note 7 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.

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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.

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

The calculation for basic and diluted EPS is as follows:

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Basic weighted-average number of common shares outstanding 311.6 318.4 316.9

Effect of stock options and other dilutive securities 0.5 1.6 1.0

Effect of dilutive securities 0.3 0.5 1.6

Diluted weighted-average number of common shares outstanding 311.9 318.9 318.5

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

Restricted performance shares outstandin g of 0.5 million as of December 31, 2024, 0.7

million as of December 31, 2023 and 0.6 million as of December 31, 2022, respectively, were excl uded.

As of December 31, 2024 , 2023 and 2022, there were no stock options excluded.

Restricted performance shares outstandin g of 0.7 million as of December 31, 2023, 0.6 million as of December 31, 2022 and 0.5 million as of December 31, 2021, respectively, were excl uded.

Restructuring

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For the year ended December 31, 2024, we recorded a pre-tax restructuring charge of $ 125 million primarily related to employee severance charges for the 2024 restructuring plan and have reduced the reserve by $ 37 million.

For the year ended December 31, 2023, we have reduced the reserve for the 2022 restructuring plan by $ 262 million.

For the years ended December 31, 2024 and 2023, we have reduced the reserve for the 2023 restructuring plan by $ 132 million and $ 31 million, respectively.

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

Segment and Geographic Information

As discussed in Note 1 – Accounting Policies , we have six reportable segments:

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

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 expense (income), net, interest expense, net, or loss on extinguishment of debt as these are amounts that do not affect the operating results of our reportable segments.

As discussed in Note 1 – Accounting Policies , we have five reportable segments:

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

Our Chief Executive Officer is our chief operating decision-maker (“CODM”) and evaluates performance of our segments and allocates resources (including employees, property, and financial or capital resources) based primarily on operating profit for each segment.

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

We use the same accounting policies for our segments as those described in Note 1 – Accounting Policies .

A summary of operating results for the years ended December 31 is as follows:

(in millions) 2023 2022 2021

Market Intelligence

Operating results for the years ended December 31, 2024, 2023 and 2022 is as follows:

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

Revenue from external customers $ 4,633 $ 4,207 $ 2,142 $ 1,609 $ 1,617 $ — $ 14,208

Intersegment revenue 1

12 163 — — 11 — 186

Revenue 4,645 4,370 2,142 1,609 1,628 — 14,394

Intersegment elimination ( 186 )

Total revenue 14,208

segment expenses 2

3,133 1,617 1,139 982 483 — 7,354

Commodity Insights 1,946 1,685 1,012

Mobility 1,484 1,142 —

Indices 1,403 1,339 1,149

Engineering Solutions 133 323 —

other segment items 3

637 46 158 315 42 — 1,198

Intersegment elimination ( 186 )

Segment operating profit $ 875 $ 2,707 $ 845 $ 312 $ 1,103 $ — $ 5,842

Corporate Unallocated expense 4

Equity in income on unconsolidated subsidiaries ( 43 )

Operating profit 5,580

Other income, net ( 25 )

Interest expense, net 297

Income before taxes on income $ 5,308

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

Revenue from external customers $ 4,365 $ 3,177 $ 1,946 $ 1,484 $ 1,392 $ 133 $ 12,497

Intersegment revenue 1

11 155 — — 11 — 177

Revenue 4,376 3,332 1,946 1,484 1,403 133 12,674

Intersegment elimination ( 177 )

Total revenue 12,497

Operating Profit

(in millions) 2023 2022 2021

Market Intelligence 2

segment expenses 2

2,933 1,449 1,049 908 436 113 6,888

other segment items 3

729 19 193 316 42 1 1,300

Commodity Insights 4

Engineering Solutions 7

Total reportable segments 4,486 5,906 4,647

Intersegment elimination ( 177 )

Segment operating profit $ 714 $ 1,864 $ 704 $ 260 $ 925 $ 19 $ 4,486

Corporate Unallocated expense 4

Equity in income on unconsolidated subsidiaries ( 36 )

Operating profit 4,020

Other expense, net 15

Interest expense, net 334

Income before taxes on income $ 3,671

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

Revenue from external customers $ 3,797 $ 2,906 $ 1,685 $ 1,142 $ 1,328 $ 323 $ 11,181

Intersegment revenue 1

14 144 — — 11 — 169

Revenue $ 3,811 $ 3,050 $ 1,685 $ 1,142 $ 1,339 $ 323 $ 11,350

Intersegment elimination ( 169 )

Total revenue 11,181

segment expenses 2

2,568 1,340 912 694 418 268 6,200

other segment items 3

( 1,245 ) 38 182 235 ( 6 ) 40 ( 756 )

Intersegment elimination ( 169 )

Segment operating profit $ 2,488 $ 1,672 $ 591 $ 213 $ 927 $ 15 $ 5,906

Corporate Unallocated expense 4

Equity in income on unconsolidated subsidiaries ( 27 )

Total operating profit $ 4,020 $ 4,944 $ 4,221

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 year ended December 31, 2023 includes employee severance charges of $ 90 million, acquisition-related costs of $ 69 million, IHS Markit merger costs of $ 49 million, a gain on disposition of $ 46 million, an asset impairment of $ 5 million and an asset write-off of $ 1 million.

Operating profit for the year ended December 31, 2022 includes a gain on dispositions of $ 1.8 billion, employee severance charges of $ 90 million, IHS Markit merger costs of $ 35 million and acquisition-related costs of $ 2 million.

Operating profit for the year ended December 31, 2021 includes employee severance charges of $ 3 million, a gain on disposition of $ 3 million, acquisition-related costs of $ 2 million and lease-related costs of $ 1 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 561 million, $ 474 million and $ 65 million for the years ended December 31, 2023, 2022 and 2021, respectively.

3 Operating profit for the year ended December 31, 2023 includes employee severance charges of $ 10 million and an asset impairment of $ 1 million.

Operating profit for the year ended December 31, 2022 includes employee severance charges of $ 24 million, legal costs of $ 5 million and an asset write-off of $ 1 million.

Operating profit for the year ended December 31, 2021 includes a gain on disposition of $ 6 million, recovery of lease-related costs of $ 4 million and employee severance charges of $ 3 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 8 million, $ 7 million and $ 10 million for the years ended December 31, 2023, 2022 and 2021, respectively.

4 Operating profit for the year ended December 31, 2023 includes IHS Markit merger costs of $ 35 million, employee severance charges of $ 26 million and acquisition-related costs of $ 2 million.

Operating profit for the year ended December 31, 2022 includes employee severance charges of $ 45 million and IHS Markit merger costs of $ 26 million.

Operating profit for the year ended December 31, 2021 includes recovery of lease-related costs of $ 2 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 131 million, $ 111 million and $ 8 million for the years ended December 31, 2023, 2022 and 2021, respectively.

5 Operating profit for the year ended December 31, 2023 includes employee severance charges of $ 9 million, IHS Markit merger costs of $ 3 million and acquisition-related costs of $ 2 million.

Operating profit for the year ended December 31, 2022 includes an acquisition-related benefit of $ 14 million, employee severance charges of $ 4 million and IHS Markit merger costs of $ 3 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 301 million and $ 241 million for the years ended December 31, 2023 and 2022, respectively.

6 Operating profit for the year ended December 31, 2023 includes employee severance charges of $ 5 million, a gain on disposition of $ 4 million and IHS Markit merger costs of $ 4 million.

Operating profit for the year ended December 31, 2022 includes a gain on

disposition of $ 52 million, employee severance charges of $ 14 million and IHS Markit merger costs of $ 2 million.

Operating profit for the year ended December 31, 2021 includes recovery of lease-related costs of $ 1 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 36 million, $ 31 million and $ 6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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

Operating profit for the year ended December 31, 2023 includes amortization of intangibles from acquisitions of $ 1 million.

Operating profit for the year ended December 31, 2022 includes employee severance charges of $ 4 million and amortization of intangibles from acquisitions of $ 35 million.

8 Corporate Unallocated expense for the year ended December 31, 2023 includes IHS Markit merger costs of $ 147 million, a loss on disposition of $ 120 million, employee severance charges of $ 43 million, disposition-related costs of $ 24 million, lease impairments of $ 14 million and acquisition-related costs of $ 4 million.

Corporate Unallocated expense for the year ended December 31, 2022 includes IHS Markit merger costs of $ 553 million, a S&P Foundation grant of $ 200 million, employee severance charges of $ 107 million, disposition-related costs of $ 24 million, a gain on acquisition of $ 10 million, an asset impairment of $ 9 million, acquisition-related costs of $ 8 million, lease impairments of $ 5 million and an asset write-off of $ 3 million.

Corporate Unallocated expense for the year ended December 31, 2021 includes IHS Markit merger costs of $ 249 million, employee severance charges of $ 13 million, lease-related costs of $ 4 million, a lease impairment of $ 3 million, Kensho retention related expenses of $ 2 million, acquisition-related costs of $ 2 million and a gain on disposition of $ 2 million.

Additionally, Corporate Unallocated expense includes amortization of intangibles from acquisitions of $ 3 million, $ 4 million, and $ 7 million for the years ended December 31, 2023, 2022 and 2021, respectively.

9 Equity in Income on Unconsolidated Subsidiaries for the year ended December 31, 2023 includes an asset impairment of $ 2 million.

Equity in Income on Unconsolidated Subsidiaries includes amortization of intangibles from acquisitions of $ 56 million and $ 55 million for the years ended December 31, 2023 and 2022, respectively .

Operating profit 4,944

Other income, net ( 70 )

Interest expense, net 304

Loss on extinguishment of debt 8

Income before taxes on income $ 4,702

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

2 The segment expense category for Market Intelligence, Ratings, Commodity Insights, Mobility and Indices for the years ended December 31, 2024, 2023 and 2022 primarily include an aggregation of compensation costs, technology costs and strategic investments.

The segment expense category for Engineering Solutions for the years ended December 31, 2023 and 2022 primarily include an aggregation of technology costs and compensation costs.

The CODM considers actual-to-actual and budget-to-actual variances when making decisions about allocating personnel and capital to the segments, however, the CODM does not receive the individual expense items underlying the overall segment expenses.

Variance explanations include segment expenses including compensation costs, technology costs and strategic investments, but the CODM is otherwise not provided, and cannot easily calculate, lower-level expense information.

3 Other segment items for each reportable segment primarily include amortization of intangibles from acquisitions, (gain) loss on dispositions and certain items primarily including IHS Markit merger costs, employee severance charges and acquisition and disposition-related costs.

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

The following table presents our revenue disaggregated by revenue type for the years ended December 31:

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Sales usage-based royalties — — 67 — 219 — — 286

Recurring variable 385 — — — — — — 385

Total revenue $ 3,811 $ 3,050 $ 1,685 $ 1,142 $ 1,339 $ 323 $ ( 169 ) $ 11,181

25 unchanged sentences

Indices 3,200 3,222

Engineering Solutions — —

Total reportable segments 55,592 56,178

Assets of a business held for sale 2

Total $ 60,221 $ 60,589

1 Corporate assets consist principally of cash and cash equivalents, goodwill and other intangible assets, assets for pension benefits and deferred income taxes.

2 Includes Engineering Solutions as of December 31, 2022.

See Note 2 – Acquisitions and Divestitures for further discussion.

1 Corporate assets consist principally of cash and cash equivalents, investments, goodwill and other intangible assets, assets for pension benefits and deferred income taxes.

We do not have operations in any foreign country that represent more than 7 % of our consolidated revenue.

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We have operating leases for office space and equipment.

Our leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases early.

We sublease certain real estate leases to third parties which mainly consist of operating leases for space within our offices.

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

The February 28, 2022 merger with IHS Markit resulted in an increase in ROU assets and operating lease liabilities of $ 230 million and $ 268 million, respectively.

During the years ended December 31, 2024, 2023 and 2022, we recorded a pre-tax impairment charge of $ 3 million, $ 26 million and $ 132 million, respectively, related to the impairment and abandonment of operating lease related ROU assets.

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The Company does not expect to incur material losses as a result of these matters.

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

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

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

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

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

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.

In the SEC’s 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.

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As a result, we cannot provide assurance that such outcomes will not have a material adverse effect on our consolidated financial condition, cash flows, business or competitive position.

our consolidated financial condition, cash flows, business or competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.

As litigation or the process to resolve pending matters progresses, as the case may be, we will continue to review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business or competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk