What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-04-29 compared with 2024-10-25 · 199 added, 409 removed, 441 unchanged (58% of the section changed)

1 unchanged sentence

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

(together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the three and nine months ended September 30, 2024.

(together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the three months ended March 31, 2025.

The MD&A should be read in conjunction with the consolidated financial statements, accompanying notes and MD&A included in our Form 10-K for the year ended December 31, 2024 (our “Form 10-K”), which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The MD&A includes the following sections:

• Results of Operations — Comparing the Three and Nine Months Ended September 30, 2024 and 2023

• Results of Operations — Comparing the Three Months Ended March 31, 2025 and 2024

• Liquidity and Capital Resources

5 unchanged sentences

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 customers.

6 unchanged sentences

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

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

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

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

2024 2023 % Change 1

On April 29, 2025, we announced that our Board of Directors decided to pursue a full separation of our Mobility segment, creating a new publicly traded company.

The transaction, which would be implemented through the spin-off of shares of the new company to S&P Global shareholders, is expected to be tax-free for U.S.

federal income tax purposes for S&P Global shareholders and is expected to be completed over the upcoming 12 to 18 months, subject to the satisfaction of customary legal and regulatory requirements and approvals.

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

(in millions, except per share amounts) 2025 2024 % Change 1

Revenue $ 3,777 $ 3,491 8%

4 unchanged sentences

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

2 Operating profit for the three and nine months ended September 30, 2024 includes IHS Markit merger costs of $31 million and $102 million, respectively, a gain on disposition of $21 million, a statutorily required bonus accrual adjustment of $7 million, employee severance charges of $4 million and $50 million, respectively, acquisition-related costs of $3 million and net acquisition-related costs of $4 million, respectively, and an asset write-off of $1 million and $2 million, respectively.

Operating profit for the nine months ended September 30, 2024 includes legal costs of $20 million, disposition-related costs of $3 million and recovery of lease-related costs of $1 million.

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

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

Operating profit also includes amortization of intangibles from acquisitions of $285 million and $274 million for the three months ended September 30, 2024 and 2023, respectively, and $845 million and $824 million for the nine months ended September 30, 2024 and 2023, respectively.

2 2025 includes employee severance charges of $33 million, Executive Leadership Team transition costs of $12 million, acquisition-related costs of $9 million, a lease impairment of $6 million and disposition-related costs of $1 million.

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

2025 and 2024 also include amortization of intangibles from acquisitions of $281 million and $278 million, respectively.

Revenue increased 8% driven by increases at all of our reportable segments.

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

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

Non-transaction revenue increased due to an increase in surveillance revenue and an increase in new entity credit ratings revenue, partially offset by the unfavorable impact of a cumulative catch-up for customers’ unreported commercial paper issuance in the third quarter of 2023.

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

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

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

The increase at Mobility was primarily due to new business growth within the Dealer business and strong underwriting volumes within the Financial business.

Revenue at Market Intelligence was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the sale of Fincentric in August of 2024.

Revenue at Commodity Insights was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024.

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

Operating profit increased 33%.

Excluding the impact of higher employee severance charges in 2023 of 7 percentage points, higher IHS Markit merger costs in 2023 of 5 percentage points and the impact of a gain on disposition in 2024 of 4 percentage points, partially offset by higher amortization of intangibles from acquisitions in 2024 of 2 percentage points and a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, operating profit increased 20%.

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

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

Revenue increased 14% driven by increases at all of our reportable segments, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.

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

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

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

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

Non-transaction revenue increased primarily due to an increase in volume related to surveillance, commercial paper, and medium-term notes.

Transaction revenue increased primarily due to structured finance revenue driven by increased collateralized loan obligations, bank loan ratings revenue due to higher M&A activity, and U.S.

Public Finance revenue due to an increase in issuance volumes.

The increase at Market Intelligence was primarily due to subscription revenue growth in Data, Analytics & Insights driven by the favorable impact of the acquisition of Visible Alpha in May of 2024, growth in RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and growth for work flow solutions in Enterprise Solutions, partially offset by the unfavorable impact of the sale of Fincentric in August of 2024.

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

The increase at Mobility was primarily due to new business growth within the Dealer business and strong underwriting volumes within the Financial business.

Revenue at Market Intelligence was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the sale of Fincentric in August of 2024.

Revenue at Commodity Insights was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024.

Revenue at Mobility was favorably impacted by the acquisition of Market Scan in February of 2023.

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

The increase at Commodity Insights was primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts and an increase in conference revenue driven by increased attendance at CERAWeek in 2025.

The increase at Mobility was primarily due to growth within the Dealer and Financial businesses driven by continued new business growth within the Dealer business and strong underwriting volumes and market share growth within the Financial business.

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

Operating profit increased 14%.

Excluding the impact of a gain on dispositions in 2024 compared to a loss on dispositions, net in 2023 of 7 percentage points, higher IHS Markit merger costs in 2023 of 5 percentage points, higher employee severance charges in 2023 of 4 percentage points, higher disposition-related costs in 2023 of 1 percentage point and higher lease impairments in 2023 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2024 of 2 percentage points, legal costs in 2024 of 1 percentage point and a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, operating profit increased 22%.

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

Excluding the impact of IHS Markit merger costs in 2024 of 11 percentage points, partially offset by Executive Leadership Team transition costs in 2025 of 4 percentage points, a lease impairment in 2025 of 2 percentage points and higher acquisition-related costs in 2025 of 1 percentage point, operating profit increased 10%.

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

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

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

4 unchanged sentences

In 2025, we are striving to deliver on our strategic priorities in the following key areas:

• Meeting or exceeding our organic revenue growth and EBITA margin targets;

• Realizing our merger/integration commitments - cost and revenue synergy targets;

• Driving growth and superior shareholder returns through effective execution, active portfolio management and prudent capital allocation.

• Meeting or exceeding our 2025 enterprise financial and sustainability goals;

• Delivering targeted capital return to shareholders.

Customer at the Core

• Enhancing customer support and seamless user experience with a focus on ease of discoverability, distribution, and delivery of our products and services and integrated capabilities;

• Continuing to invest in customer facing solutions and processes;

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

• Enhancing customer support and seamless user experience with an enterprise mindset and focus on ease of discoverability, distribution, and delivery of our product and services and integrated cross-divisional capabilities;

• Generating value from technology consolidation projects;

• Expanding value for targeted strategic accounts.

Grow and Innovate

• Continuing to fund and accelerate key growth areas and transformational adjacencies;

• Exercising disciplined organic capital allocation, inorganic and partnership strategies;

• Growing the value of S&P Global’s brand through an integrated marketing and communication strategy;

driving awareness and consideration across the product offering.

• Protecting and growing revenue by integrating generative artificial intelligence (“AI”) into product and creating new products;

• Accelerating growth in transformational adjacencies.

Data and Technology

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

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

• Adopting efficient modern native cloud technologies and data services;

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

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

• Maximizing the value of our data estate for our internal and external customers at scale to drive efficiency, leveraging cutting edge tools and technologies;

• Driving speed and efficiency by integrating AI into internal workflows and processes.

Lead and Inspire

• Continuing to improve diverse representation through hiring, advancement and retention, while continuing to raise awareness through Diversity, Equity, and Inclusion education;

• Ensuring our people are engaged with a particular focus on learning, development and career opportunities, and continue to embed our purpose and values throughout the Company.

• Maintaining our enterprise engagement through appropriate actions, messaging and ongoing activities;

• Sustaining an inclusive culture where every individual feels valued, respected and empowered;

• Continuing to promote AI skills development for all employees.

Execute and Deliver

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

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

• Enhancing our capital allocation framework to assess and reallocate capital to the highest value opportunities across S&P Global;

• Driving continuous commitment to risk management, compliance, and control across the Enterprise and strengthening and standardizing first line risk management;

• Creating a more sustainable impact.

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

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

RESULTS OF OPERATIONS — COMPARING THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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

RESULTS OF OPERATIONS — COMPARING THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

Consolidated Review

(in millions) Three Months Nine Months

2024 2023 % Change 2024 2023 % Change

(in millions) 2025 2024 % Change

Revenue $ 3,777 $ 3,491 8%

4 unchanged sentences

Total expenses 2,210 2,112 5%

(Gain) loss on dispositions, net (21) — N/M (21) 69 N/M

Equity in income on unconsolidated subsidiaries (11) (6) 87%

Operating profit 1,578 1,385 14%

Other loss (income), net 2 (5) N/M (10) (5) N/M

Other expense (income), net 4 (9) N/M

Interest expense, net 78 78 (1)%

5 unchanged sentences

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

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

(in millions) Three Months Nine Months

2024 2023 % Change 2024 2023 % Change

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

(in millions) 2025 2024 % Change

Revenue $ 3,777 $ 3,491 8%

21 unchanged sentences

International revenue 38 % 38 %

Revenue increased 16% as compared to the three months ended September 30, 2023.

Subscription revenue increased in the three month period primarily due to growth in work flow solutions at Enterprise Solutions, data feed products within Data and Advisory Solutions, RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products at Market Intelligence, continued demand for Commodity Insights market data and market insights products and new business growth within the Dealer business and strong underwriting volumes within the Financial business at Mobility.

Subscription revenue at Market Intelligence was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the sale of Fincentric in August of 2024.

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

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

The increase in sales-usage based royalties was driven by higher exchange-traded derivative revenue at Indices and the licensing of our proprietary market data to commodity exchanges at Commodity Insights.

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

See “Segment Review” below for further information.

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

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

Revenue increased 14% as compared to the nine months ended September 30, 2023.

Subscription revenue increased in the nine month period primarily due to growth in work flow solutions at Enterprise Solutions, data feed products within Data and Advisory Solutions, RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products at Market Intelligence, continued demand for Commodity Insights market data and market insights products and new business growth within the Dealer business and strong underwriting volumes within the Financial business at Mobility, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.

Subscription revenue at Market Intelligence was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the sale of Fincentric in August of 2024.

Subscription revenue at Mobility was favorably impacted by the acquisition of Market Scan in February of 2023.

Asset linked fees increased at Indices primarily due to higher levels of AUM for ETFs and mutual funds.

Revenue increased 8% as compared to the three months ended March 31, 2024.

Subscription revenue increased in the three month period primarily due to growth in Data, Analytics & Insights driven by the favorable impact of the acquisition of Visible Alpha in May of 2024, growth in RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and growth for work flow solutions in Enterprise Solutions, partially offset by the unfavorable impact of the sale of Fincentric in August of 2024 at Market Intelligence, continued demand for Commodity Insights market data and market insights products, new business growth within the Dealer business and strong underwriting volumes and market share growth within the Financial business at Mobility, and higher data subscription revenue at Indices.

Non-subscription / transaction revenue increased primarily due to structured finance revenue driven by increased collateralized loan obligations, bank loan ratings revenue due to higher M&A activity, and U.S.

Public Finance revenue due to an increase in issuance volumes at Ratings, and an increase in conference revenue at Commodity Insights.

Non-transaction revenue increased primarily due to an increase in volume related to surveillance, commercial paper, and medium-term notes at Ratings.

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

1 unchanged sentence

See “Segment Review” below for further information.

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

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

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

Total Expenses

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

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

(in millions) 2025 2024 % Change

12 unchanged sentences

63 56 57 49 10% 16%

Engineering Solutions — — — — N/M N/M

Intersegment eliminations 6

5 unchanged sentences

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

1 In 2024, selling and general expenses include IHS Markit merger costs of $10 million.

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

2 In 2024, selling and general expenses include a statutorily required bonus accrual adjustment of $6 million.

1 In 2025, selling and general expenses include employee severance charges of $14 million, acquisition-related costs of $7 million, Executive Leadership Team transition costs of $4 million and disposition-related costs of $1 million.

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

2 In 2025 and 2024, selling and general expenses include employee severance charges of $2 million.

3 In 2025, selling and general expenses include employee severance charges of $6 million.

3 In 2024, selling and general expenses include employee severance charges of $4 million and IHS Markit merger costs of $2 million.

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

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

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

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

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

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

7 In 2024, selling and general expenses include IHS Markit merger costs of $16 million, acquisition-related costs of $2 million and an asset write-off of $1 million.

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

Operating-Related Expenses

Operating-related expenses increased 8% primarily driven by higher compensation costs, increased incentives and higher technology costs.

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

Selling and General Expenses

Selling and general expenses increased 9%.

Excluding the impact of higher employee severance charges in 2023 of 6 percentage points, higher IHS Markit merger costs in 2023 of 5 percentage points, partially offset by a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, selling and general expenses increased 19%.

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

Depreciation and Amortization

Depreciation and amortization increased 4% to $293 million primarily due to higher intangible asset amortization driven by the acquisition of Visible Alpha in May of 2024.

(in millions) 2024 2023 % Change

related expenses Selling and

general expenses Operating-

related expenses Selling and

general expenses Operating-

related expenses Selling and

general expenses

Market Intelligence 1

$ 1,548 $ 818 $ 1,460 $ 791 6% 4%

772 425 708 337 9% 26%

Commodity Insights 3

521 333 485 334 7% (1)%

348 365 299 360 17% 1%

176 167 166 152 7% 9%

Engineering Solutions — — 85 27 N/M N/M

Intersegment eliminations 6

(138) — (130) — (7)% N/M

Total segments 3,227 2,108 3,073 2,001 5% 5%

Corporate Unallocated expense 7

50 139 36 216 37% (36)%

Total $ 3,277 $ 2,247 $ 3,109 $ 2,217 5% 1%

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

1 In 2024, selling and general expenses include IHS Markit merger costs of $30 million, employee severance charges of $35 million and a net acquisition-related benefit of $8 million.

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

2 In 2024, selling and general expenses include legal costs of $20 million, a statutorily required bonus accrual adjustment of $6 million and employee severance charges of $2 million.

In 2023, selling and general expenses include employee severance charges of $8 million.

3 In 2024, selling and general expenses include IHS Markit merger costs of $12 million, employee severance charges of $4 million, an asset write-off of $1 million and disposition-related costs of $1 million.

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

4 In 2024, selling and general expenses include employee severance charges of $7 million, IHS Markit merger costs of $2 million and acquisition-related costs of $1 million.

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

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

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

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

7 In 2024, selling and general expenses include IHS Markit merger costs of $54 million, acquisition-related costs of $10 million, disposition-related costs of $3 million, employee severance charges of $2 million, recovery of lease-related costs of $1 million and an asset write-off of $1 million.

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

7 In 2025, selling and general expenses include employee severance charges of $10 million, Executive Leadership Team transition costs of $8 million, a lease impairment of $6 million and acquisition-related costs of $2 million.

In 2024, selling and general expenses include IHS Markit merger costs of $18 million, employee severance charges of $2 million, acquisition-related costs of $1 million and recovery of lease-related costs of $1 million.

Operating-Related Expenses

Operating-related expenses increased 5% primarily driven by higher compensation costs, increased incentives and higher technology costs, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.

Operating-related expenses increased 4% primarily driven by higher compensation costs driven by annual merit increases and additional headcount, partially offset by lower outside services expenses.

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

1 unchanged sentence

Selling and general expenses increased 7%.

Excluding the impact of higher IHS Markit merger costs in 2023 of 4 percentage points, higher employee severance charges in 2023 of 3 percentage points, lease impairments in 2023 of 1 percentage point, higher disposition-related costs in 2023 of 1 percentage point, partially offset by legal costs in 2024 of 1 percentage point, selling and general expenses increased 9%.

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

Excluding the impact of IHS Markit merger costs in 2024 of 8 percentage points, partially offset by Executive Leadership Team transition costs in 2025 of 3 percentage points, a lease impairment in 2025 of 1 percentage point and higher acquisition-related costs in 2025 of 1 percentage point, selling and general expenses increased 10%.

The increase was primarily driven by higher compensation costs driven by annual merit increases and additional headcount, and an increase in strategic initiatives, partially offset by lower outside services expenses.

Depreciation and Amortization

Depreciation and amortization increased 2% to $293 million primarily due to higher intangible asset amortization driven by the acquisition of Visible Alpha in May of 2024.

(Gain) Loss on Dispositions, net

During the three and nine months ended September 30, 2024, we completed the following disposition that was included in (Gain) loss on dispositions, net in the consolidated statement of income:

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

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

• During the nine months ended September 30, 2023, we recorded a pre-tax loss of $120 million in (Gain) loss on dispositions, net and disposition-related costs of $16 million in selling and general expenses in the consolidated statement of income ($182 million after-tax, net of a release of a deferred tax liability of $157 million) related to the sale of Engineering Solutions.

• In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) along with a related family of leveraged loan indices in June of 2022.

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

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

Operating Profit

4 unchanged sentences

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

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

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

(in millions) 2025 2024 % Change

2 unchanged sentences

Commodity Insights 3

Engineering Solutions

Total segment operating profit 1,633 1,436 14%

3 unchanged sentences

Total operating profit $ 1,578 $ 1,385 14%

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

1 2024 includes a gain on disposition of $21 million and IHS Markit merger costs of $10 million.

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

1 2025 includes employee severance charges of $14 million, acquisition-related costs of $7 million, Executive Leadership Team transition costs of $4 million and disposition-related costs of $1 million.

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

2025 and 2024 include amortization of intangibles from acquisitions of $148 million and $140 million, respectively.

2 2024 includes a statutorily required bonus accrual adjustment of $6 million.

2 2025 and 2024 include employee severance charges of $2 million and amortization of intangibles from acquisitions of $2 million and $7 million, respectively.

3 2025 includes employee severance charges of $6 million.

2024 and 2023 include amortization of intangibles from acquisitions of $2 million.

3 2024 includes employee severance charges of $4 million and IHS Markit merger costs of $2 million.

2023 includes IHS Markit merger costs of $8 million and employee severance charges of $7 million.

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

2024 includes IHS Markit merger costs of $5 million.

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

2024 and 2023 include amortization of intangibles from acquisitions of $76 million.

2025 and 2024 include amortization of intangibles from acquisitions of $33 million and $32 million, respectively.

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

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

2025 and 2024 include amortization of intangibles from acquisitions of $76 million.

6 2024 includes IHS Markit merger costs of $16 million, acquisition-related costs of $2 million and an asset write-off of $1 million.

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

2024 includes amortization of intangibles from acquisitions of $1 million.

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

2025 and 2024 include amortization of intangibles from acquisitions of $9 million.

6 2025 includes employee severance charges of $10 million, Executive Leadership Team transition costs of $8 million, a lease impairment of $6 million and acquisition-related costs of $2 million.

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

7 2025 and 2024 include amortization of intangibles from acquisitions of $13 million and $14 million, respectively.

Segment Operating Profit — Segment operating profit increased 14% as compared to 2024.

Excluding the impact of higher employee severance charges in 2023 of 7 percentage points, a gain on disposition in 2024 of 5 percentage points, higher IHS Markit merger costs in 2023 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2024 of 3 percentage points and a statutorily required bonus accrual adjustment adjustment in 2024 of 1 percentage point, segment operating profit increased 21%.

Excluding the impact of IHS merger costs in 2024 of 10 percentage points, partially offset by Executive Leadership Team transition costs in 2025 of 4 percentage points and a lease impairment in 2025 of 2 percentage points, segment operating profit increased 10%.

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

See “Segment Review” below for further information.

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

Corporate Unallocated expense decreased 16% compared to 2023.

Excluding the impact of higher IHS Markit merger costs in 2023 of 39 percentage points, higher employee severance costs in 2023 of 11 percentage points and higher disposition-related costs in 2023 of 5 percentage points, partially offset by higher acquisition-related costs in 2024 of 2 percentage points, an asset write-off in 2024 of 1 percentage point and a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, Corporate Unallocated expense increased 34% primarily due to higher incentives and compensation costs.

Corporate Unallocated expense increased 16% compared to 2024.

Excluding the impact of IHS merger costs in 2024 of 24 percentage points, partially offset by higher employee severance charges in 2025 of 11 percentage points, Executive Leadership Team transition costs in 2025 of 11 percentage points, a lease impairment in 2025 of 8 percentage points and recovery of lease-related costs in 2024 of 1 percentage point, Corporate Unallocated expense increased 7% primarily due to disposition-related income in 2024 and higher incentives in 2025.

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 combines each company’s post-trade services into a joint venture, OSTTRA.

2 unchanged sentences

Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture.

Equity in Income on Unconsolidated Subsidiaries was $11 million for the three months ended September 30, 2024 compared to $8 million for the three months ended September 30, 2023.

Equity in Income on Unconsolidated Subsidiaries was $11 million for the three months ended March 31, 2025 compared to $6 million for the three months ended March 31, 2024.

On April 14, 2025, the Company and CME Group entered into an agreement to sell OSTTRA to investment funds managed by Kohlberg Kravis Roberts & Co.

(“KKR”), a leading global investment firm.

The terms of the deal for OSTTRA equaled total enterprise value at $3.1 billion, subject to customary purchase price adjustments, which will be divided evenly between the Company and CME Group pursuant to the 50/50 joint venture.

We currently anticipate the sale to result in a pre-tax gain of $220 million ($140 million after-tax) for the Company, including the impact of accumulated other comprehensive income related to our investment.

The transaction is expected to close in the second half of 2025, subject to customary closing conditions and receipt of required regulatory approvals.

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

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

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

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

(in millions) 2024 2023 % Change

Market Intelligence 1

$ 649 $ 599 8%

2,080 1,422 46%

Commodity Insights 3

Engineering Solutions 6

Total segment operating profit 4,435 3,479 28%

Corporate Unallocated expense 7

(195) (382) 49%

Equity in income on unconsolidated subsidiaries 8

Total operating profit $ 4,271 $ 3,130 36%

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

1 2024 includes a gain on disposition of $21 million, employee severance charges of $35 million, IHS Markit merger costs of $30 million and net acquisition-related benefit of $8 million.

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

2024 and 2023 include amortization of intangibles from acquisitions of $439 million and $421 million, respectively.

2 2024 includes legal costs of $20 million, a statutorily required bonus accrual adjustment of $6 million and employee severance charges of $2 million.

2023 include employee severance charges of $8 million.

2024 and 2023 include amortization of intangibles from acquisitions of $11 million and $6 million, respectively.

3 2024 includes IHS Markit merger costs of $12 million, employee severance charges of $4 million, an asset write-off of $1 million and disposition-related costs of $1 million.

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

2024 and 2023 include amortization of intangibles from acquisitions of $97 million and $99 million, respectively.

4 2024 includes employee severance charges of $7 million, IHS Markit merger costs of $2 million and acquisition-related costs of $1 million.

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

2024 and 2023 include amortization of intangibles from acquisitions of $227 million and $226 million, respectively.

5 2024 includes IHS Markit merger costs of $4 million, a loss on disposition of $1 million and employee severance charges of $1 million.

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

2024 and 2023 include amortization of intangibles from acquisitions of $27 million.

6 2023 includes amortization of intangibles from acquisitions of $1 million.

7 2024 includes IHS Markit merger costs of $54 million, acquisition-related costs of $10 million, disposition-related costs of $3 million, employee severance charges of $2 million, a gain on disposition of $2 million, recovery of lease-related costs of $1 million and an asset write-off of $1 million.

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

2024 and 2023 include amortization of intangibles from acquisitions of $2 million.

8 2024 and 2023 include amortization of intangibles from acquisitions of $42 million.

Segment Operating Profit — Segment operating profit increased 28% as compared to 2023.

Excluding the impact of a higher gain on disposition in 2023 of 33 percentage points, higher amortization of intangibles from acquisitions in 2024 of 23 percentage points, legal costs in 2024 of 21 percentage points, higher asset write-offs in 2024 of 1 percentage point and disposition-related costs in 2024 of 1 percentage point, partially offset by higher employee severance costs in 2023 of 36 percentage points, higher IHS Markit merger costs in 2023 of 23 percentage points, a net acquisition-related benefit in 2024 of 8 percentage points and an asset impairment in 2023 of 6 percentage points, segment operating profit increased 22%.

See “Segment Review” below for further information.

Corporate Unallocated expense decreased 49% compared to 2023.

Excluding the impact of loss on dispositions, net in 2023 of 43 percentage points, higher IHS Markit merger costs in 2023 of 18 percentage points, an asset impairment in 2023 of 7 percentage points, higher employee severance costs in 2023 of 6 percentage points and lease impairments in 2023 of 5 percentage points, partially offset by higher acquisition-related

costs in 2024 of 2 percentage points and higher disposition-related costs in 2024 of 1 percentage point, Corporate Unallocated expense increased 27% primarily due to higher incentives and compensation costs.

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

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

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

Equity in Income on Unconsolidated Subsidiaries was $31 million for the nine months ended September 30, 2024 compared to $33 million for the nine months ended September 30, 2023.

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

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

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

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

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

Other Loss (Income), net

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

Other loss, net was $2 million for the three months ended September 30, 2024 compared to other income, net of $5 million for the three months ended September 30, 2023 primarily due to higher losses on our mark-to-market investments in 2024 compared to 2023.

Other income, net increased to $10 million for the nine months ended September 30, 2024 compared to $5 million for the nine months ended September 30, 2023 primarily due to higher losses on our mark-to-market investments in 2023.

Other Expense (Income), net

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

Other expense, net was $4 million for the three months ended March 31, 2025 compared to other income, net of $9 million for the three months ended March 31, 2024 primarily due to losses on our mark-to-market investments in 2025 compared to gains in 2024.

Interest Expense, net

Interest expense, net decreased $12 million or 14% compared to the three months ended September 30, 2023 and $31 million or 12% compared to the nine months ended September 30, 2023 primarily due to higher interest income from invested cash due to a more favorable interest rate environment combined with a benefit from our net investment hedge program.

Interest expense, net remained unchanged compared to the three months ended March 31, 2024 primarily due to an increase in interest expense related to uncertain tax liabilities offset by higher interest income from invested cash due to a more favorable interest rate environment combined with a benefit from our net investment hedge program.

Provision for Income Taxes

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

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

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

The effective income tax rate was 21.7% and 18.8% for the three months ended March 31, 2025 and 2024, respectively.

The higher rate for the three months ended March 31, 2025 was primarily due to change in mix of income by jurisdiction.

The lower rate for the three months ended March 31, 2024 was primarily due to a combination of discrete adjustments.

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%.

6 unchanged sentences

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

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

The PrimeOne business is part of our Market Intelligence segment.

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

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

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

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

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

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

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

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

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

On May 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.

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

On April 24, 2025, we entered into an agreement to acquire the Automatic Identification System (AIS) data services business of ORBCOMM Inc.

The AIS business is a leading provider of satellite data services used to track and monitor vessels, enhancing maritime visibility and delivering critical insights that support business intelligence and decision-making for government and commercial clients worldwide.

The AIS business is expected to be integrated within our Market Intelligence segment.

We also expect to enter into a strategic alliance with ORBCOMM.

Under this strategic alliance, the two organizations expect to develop a range of differentiated supply chain data and insight offerings and we will make an equity investment in ORBCOMM, underscoring our commitment to further investing in this sector while helping customers navigate the complex supply chain environment.

The proposed acquisition is subject to customary closing conditions, including receipt of certain regulatory approvals and is expected to close during 2025.

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

Market Intelligence includes the following business lines:

• Desktop — a product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products);

• Data & Advisory Solutions — a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms.

• Data, Analytics & Insights — a desktop product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products) and a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms.

This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as ESG and supply chain data analytics;

10 unchanged sentences

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

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

(in millions) Three Months Nine Months

2024 2023 % Change 2024 2023 % Change

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

(in millions) 2025 2024 % Change

Revenue $ 1,199 $ 1,142 5%

14 unchanged sentences

Operating margin % 18 % 17 %

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

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

Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $19 million and $41 million, respectively, IHS Markit merger costs of $11 million and $36 million, respectively, and an asset write-off of $1 million.

Operating profit for the nine months ended September 30, 2023 includes a gain on disposition of $46 million and an asset impairment of $5 million.

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

Revenue increased 6% primarily due to subscription revenue growth for work flow solutions at Enterprise Solutions, data feed products within Data and Advisory Solutions, RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products, partially offset by increased cancellations in the quarter.

Subscription revenue growth was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the sale of Fincentric in August of 2024.

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

2025 and 2024 also include amortization of intangibles from acquisitions of $148 million and $140 million, respectively.

Revenue increased 5% primarily due to subscription revenue growth in Data, Analytics & Insights driven by the favorable impact of the acquisition of Visible Alpha in May of 2024, growth in RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and growth for work flow solutions in Enterprise Solutions, partially offset by the unfavorable impact of the sale of Fincentric in August of 2024.

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

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

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

Operating profit increased 16%.

Excluding the impact of a gain on disposition in 2024 of 12 percentage points, higher employee severance charges in 2023 of 10 percentage points and higher IHS merger costs in 2023 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2024 of 7 percentage points, operating profit increased 2% primarily due to revenue growth and lower outside services expenses, partially offset by increased incentives, higher compensation costs driven by annual merit increases and increased technology costs.

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

Subscription revenue growth was favorably impacted by the acquisition of Visible Alpha in May of 2024

and unfavorably impacted by the sale of Fincentric in August of 2024.

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

Excluding the impact of higher employee severance charges in 2024 of 17 percentage points and IHS merger costs in 2024 of 11 percentage points, partially offset by higher amortization of intangibles from acquisitions in 2025 of 8 percentage points, Executive Leadership Team transition costs in 2025 of 5 percentage points, higher acquisition-related costs in 2025 of 3 percentage points and disposition-related costs in 2025 of 1 percentage point, operating profit increased 5% primarily due to revenue growth and lower outside services expenses, partially offset by higher compensation costs driven by annual merit increases and additional headcount and expenses associated with the acquisition of Visible Alpha.

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

Operating profit increased 8%.

Excluding the impact of a higher gain on disposition in 2023 of 3 percentage points and higher amortization of intangibles from acquisitions in 2024 of 2 percentage points, partially offset by a net acquisition-related benefit in 2024 of 1 percentage point, higher IHS Markit merger costs in 2023 of 1 percentage point and higher employee severance charges in 2023 of 1 percentage point, operating profit increased 6% primarily due to revenue growth and lower outside services expenses, partially offset by increased incentives, higher compensation costs driven by annual merit increases and increased technology costs.

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

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

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

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

9 unchanged sentences

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

Royalty revenue was $41 million and $120 million for the three and nine months ended September 30, 2024, respectively, and $38 million and $113 million for the three and nine months ended September 30, 2023, respectively.

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

(in millions) Three Months Nine Months

2024 2023 % Change 2024 2023 % Change

Royalty revenue was $42 million and $40 million for the three months ended March 31, 2025 and 2024, respectively.

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

(in millions) 2025 2024 % Change

Revenue $ 1,149 $ 1,062 8%

3 unchanged sentences

Transaction revenue

54 % 40 % 55 % 44 %

Non-transaction revenue

46 % 60 % 45 % 56 %

revenue $ 683 $ 609 12%

6 unchanged sentences

Operating margin % 66 % 64 %

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

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

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

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

Revenue increased 36%, with a favorable impact from foreign exchange rates of 1 percentage point.

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

An increase in structured finance revenue driven by increased collateralized loan obligations (“CLOs”) issuance also contributed to transaction revenue growth.

Non-transaction revenue increased primarily due to an increase in surveillance revenue and an increase in new entity credit ratings revenue, partially offset by the unfavorable impact of a cumulative catch-up for customers’ unreported commercial paper issuance in the third quarter of 2023.

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

Operating profit increased 47%.

Excluding the impact of a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, operating profit increased 48% due to revenue growth.

This growth was partially offset by increased incentives as a result of financial performance and higher compensation costs driven by annual merit increases and additional headcount.

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

Revenue increased 33%, with a favorable impact from foreign exchange rates of less than 1 percentage point.

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

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

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

Operating profit increased 46%.

Excluding the impact of legal costs in 2024 of 1 percentage point the impact of a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, operating profit increased 48% due to revenue growth, partially offset by increased incentives as a result of financial performance and higher compensation costs driven by annual merit increases and additional headcount.

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

1 2025 and 2024 include employee severance charges of $2 million and amortization of intangibles from acquisitions of $2 million and $7 million, respectively.

Revenue increased 8%, with an unfavorable impact from foreign exchange rates of 1 percentage point.

Non-transaction revenue increased primarily due to an increase in volume related to surveillance, commercial paper, and medium-term notes.

Transaction revenue increased primarily due to structured finance revenue driven by increased collateralized loan obligations (“CLOs”), bank loan ratings revenue due to higher M&A activity, and U.S.

Public Finance revenue due to an increase in issuance volumes.

Operating profit increased 11% primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and additional headcount, and an increase in strategic investments.

Foreign exchange rates had an unfavorable impact of 2 percentage points.

Billed Issuance Volumes

1 unchanged sentence

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

The following table provides billed issuance levels based on Ratings’ internal data feeds for the periods ended September 30:

Three Months Nine Months

(in billions) 2024 2023 % Change 2024 2023 % Change

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

(in billions) 2025 2024 % Change

Investment-grade billed issuance *

8 unchanged sentences

** Includes Bank Loans, Structured Finance and Government.

Third quarter billed issuance was up as continued favorable market conditions drove issuers to capitalize on tightening borrowing spreads.

Refinancing continued to drive high-yield, while M&A and other non-refinancing activity drove billed issuance increases in investment grade and bank loans.

First quarter billed issuance was up due to increases in bank loans and structured finance.

Structured finance billed issuance increases were driven primarily by new CLO issuance.

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

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

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

2 unchanged sentences

Commodity Insights provides essential price data, analytics, industry insights and software & services, enabling the commodity and energy markets to perform with greater transparency and efficiency.

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.

Commodity Insights includes the following business lines:

7 unchanged sentences

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

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

(in millions) Three Months Nine Months

2024 2023 % Change 2024 2023 % Change

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

(in millions) 2025 2024 % Change

Revenue $ 612 $ 559 9%

14 unchanged sentences

Operating margin % 42 % 40 %

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

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

Operating profit for the three and nine months ended September 30, 2023 includes IHS Markit merger costs of $8 million and $28 million, respectively, and employee severance charges of $7 million and $23 million, respectively.

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

Revenue increased 9% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts.

An increase in sales usage-based royalties from the licensing of our proprietary market data to commodity exchanges due to increased trading volumes for Platts based contracts across all commodity sectors also contributed to revenue growth.

1 2025 includes employee severance charges of $6 million.

2024 includes IHS Markit merger costs of $5 million.

2025 and 2024 also include amortization of intangibles from acquisitions of $33 million and $32 million, respectively.

Revenue increased 9% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts and an increase in conference revenue driven by increased attendance at CERAWeek in 2025.

An increase in sales usage-based royalties from the licensing of our proprietary market data to commodity exchanges due to increased trading volumes for Platts based contracts across most commodity sectors also contributed to revenue growth.

Revenue was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024.

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

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

Operating profit increased 14%.

Excluding the impact of higher employee severance charges in 2023 of 4 percentage points and higher IHS Markit merger costs in 2023 of 2 percentage points, operating profit increased 8%.

The increase was primarily due to revenue growth partially offset by higher compensation costs driven by annual merit increases, higher incentives, investment in strategic initiatives and expenses associated with the acquisition of World Hydrogen Leaders.

All four business lines contributed to revenue growth in the first quarter of 2025 with the Advisory & Transactional Services and Energy & Resources Data & Insights businesses being the most significant drivers, followed by the Price Assessments and Upstream Data & Insights businesses.

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

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

Revenue was favorably

impacted by the acquisition of World Hydrogen Leaders in May of 2024.

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

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

Operating profit increased 13%.

Excluding the impact of higher employee severance charges in 2023 of 5 percentage points and higher IHS Markit merger costs in 2023 of 5 percentage points, operating profit increased 12%.

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

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

Excluding the impact of higher employee severance charges in 2025 of 9 percentage points, partially offset by IHS Markit merger costs in 2024 of 7 percentage points, operating profit increased 11%.

The increase was primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and additional headcount, investment in strategic initiatives and expenses associated with the acquisition of World Hydrogen Leaders.

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

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

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

12 unchanged sentences

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

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

(in millions) Three Months Nine Months

2024 2023 % Change 2024 2023 % Change

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

(in millions) 2025 2024 % Change

Revenue $ 420 $ 386 9%

12 unchanged sentences

Operating margin % 20 % 18 %

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

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

Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $3 million and $6 million, respectively, IHS Markit merger costs of $1 million and $2 million, respectively, and acquisition-related costs of $1 million and $2 million, respectively.

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

Revenue increased 9% primarily due to growth within the Dealer and Financial businesses driven by continued new business growth within the Dealer business and strong underwriting volumes within the Financial business.

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

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

Operating profit increased 20%.

Excluding the impact of higher employee severance charges in 2023 of 10 percentage points and acquisition-related costs in 2023 of 2 percentage points, operating profit increased 8% driven by revenue growth, partially offset by higher compensation costs driven by annual merit increases and an increase in strategic investments.

Foreign exchange rates had an unfavorable impact of 6 percentage points.

Revenue increased 8% primarily due to growth within the Dealer and Financial businesses driven by continued new business growth within the Dealer business and strong underwriting volumes within the Financial business.

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

Revenue at Mobility was favorably impacted by the acquisition of Market Scan in February of 2023.

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

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

2025 and 2024 also include amortization of intangibles from acquisitions of $76 million.

Non-subscription revenue was unfavorably impacted by lower recall activity in the Manufacturing business.

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

Operating profit increased 22%.

Excluding the impact of higher amortization of intangibles in 2024 of 7 percentage points and higher IHS Markit merger costs in 2024 of 4 percentage points, partially offset by higher acquisition-related costs in 2023 of 3 percentage points, operating profit increased 8% driven by revenue growth, partially offset by higher compensation costs driven by annual merit increases, an increase in strategic investments and expenses associated with the acquisition of Market Scan.

Excluding the impact of IHS merger related costs in 2024 of 18 percentage points and employee severance costs in 2024 of 2 percentage points, partially offset by higher amortization of intangibles in 2025 of 8 percentage points, operating profit increased 10%.

The increase was primarily driven by revenue growth, partially offset by an increase in strategic investments and higher compensation costs driven by annual merit increases and additional headcount.

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

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

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

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

7 unchanged sentences

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

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

(in millions) Three Months Nine Months

2024 2023 % Change 2024 2023 % Change

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

(in millions) 2025 2024 % Change

Revenue $ 445 $ 387 15%

17 unchanged sentences

Net operating margin % 53 % 52 %

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

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

employee severance charges of $1 million.

Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $1 million and $4 million, respectively, and IHS Markit merger costs of $1 million and $3 million, respectively.

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

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

Revenue at Indices increased 18% primarily due to an increase in asset linked fees revenue driven by higher levels of assets under management (“AUM”) for ETFs and mutual funds, higher data subscription revenue and higher exchange-traded derivative revenue driven by continued strength in trading volume.

Ending AUM for ETFs increased 46% to $4.155 trillion compared to September 30, 2023 and average levels of AUM for ETFs increased 33% to $3.935 trillion compared to the three months ended September 30, 2023.

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

2025 and 2024 also include amortization of intangibles from acquisitions of $9 million.

Revenue at Indices increased 15% primarily due to an increase in asset linked fees revenue driven by higher levels of assets under management (“AUM”) for ETFs and mutual funds, higher exchange-traded derivative revenue driven by continued strength in trading volume and higher data subscription revenue.

Ending AUM for ETFs increased 18% to $4.304 trillion compared to March 31, 2024 and average levels of AUM for ETFs increased 30% to $4.462 trillion compared to the three months ended March 31, 2024.

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

Operating profit increased 16%.

Excluding the impact of higher employee severance charges in 2023 of 2 percentage points, partially offset by higher IHS Markit merger costs in 2024 of 1 percentage point, operating profit increased 19% due to revenue growth partially offset by higher incentives, an increase in strategic investments and higher compensation costs driven by annual merit increases.

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

Revenue at Indices increased 14% primarily due to an increase in asset linked fees revenue driven by higher levels of AUM for ETFs and mutual funds, higher exchange-traded derivative revenue driven by continued strength in trading volume and higher data subscription revenue.

Ending AUM for ETFs increased 46% to $4.155 trillion compared to September 30, 2023 and average levels of AUM for ETFs increased 31% to $3.674 trillion compared to the nine months ended September 30, 2023.

Excluding the impact of IHS Markit merger costs in 2024 of 1 percentage point, operating profit increased 15% due to revenue growth partially offset by higher compensation costs driven by annual merit increases, an increase in bad debt expense and an increase in strategic investments.

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

Operating profit increased 17% due to revenue growth partially offset by higher incentives, an increase in strategic investments and higher compensation costs driven by annual merit increases.

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

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

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

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

6 unchanged sentences

Cash Flow Overview

Cash, cash equivalents, and restricted cash were $1,697 million as of September 30, 2024, an increase of $406 million from December 31, 2023.

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

Cash, cash equivalents, and restricted cash were $1,469 million as of March 31, 2025, a decrease of $197 million from December 31, 2024.

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

(in millions) 2025 2024 % Change

4 unchanged sentences

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

In the first nine months of 2024, free cash flow increased $1,575 million to $3,645 million compared to $2,070 million in the first nine months of 2023.

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

Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders, net.

In the first three months of 2025, free cash flow decreased $35 million to $816 million compared to $851 million in the first three months of 2024.

The decrease is primarily due to an increase in cash used for capital expenditures and distributions to noncontrolling interest holders.

Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders.

Capital expenditures include purchases of property and equipment and additions to technology projects.

2 unchanged sentences

Operating activities

Cash provided by operating activities increased $1,573 million to $3,949 million for the first nine months of 2024.

The increase is mainly due to higher operating results, higher cash collections and proceeds received from the termination of interest rate swaps in 2024.

Cash provided by operating activities remained relatively unchanged for the first three months of 2025 compared to 2024.

This is primarily attributable to higher operating results and higher billings in 2025, partially offset by higher compensation payments in 2025 and proceeds received from the termination of interest rate swaps in 2024.

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.

Investing activities

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

Cash used for investing activities was $262 million for the first nine months of 2024 compared to cash provided by investing activities of $607 million in the first nine months of 2023, primarily due to higher cash proceeds received in 2023 related to the disposition of Engineering Solutions.

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

Cash used for investing activities increased to $79 million for the first three months of 2025 compared to $20 million in the first three months of 2024, primarily due to higher cash paid for short-term investments and capital expenditures in 2025.

Financing activities

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

Cash used for financing activities increased $678 million to $3,280 million for the first nine months of 2024.

The increase is primarily attributable to proceeds received from the $750 million issuance of senior note in 2023.

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

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

Cash used for financing activities increased $446 million to $1,103 million for the first three months of 2025.

The increase is primarily attributable to proceeds received from commercial paper borrowings in 2024 and an increase in cash used for share repurchases in 2025.

During the three months ended March 31, 2025, we purchased a total of 1.0 million shares for $650 million of cash.

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

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

Additional Financing

We have the ability to borrow a total of $2.0 billion through our commercial paper program, which is supported by our $2.0 billion 5-year credit agreement (our “credit facility”) that will terminate on April 26, 2026.

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

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 December 17, 2029.

As of March 31, 2025, and December 31, 2024, 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.

We currently pay a commitment fee of 8 basis points.

For the three months ended March 31, 2025, we paid a commitment fee of 7 basis points.

There will be no sustainability pricing adjustment to our commitment fees or our margins under the credit facility for the approximately year-long period beginning April 7, 2025 as a result of our emissions performance for the year ended December 31, 2024.

The credit facility contains customary affirmative and negative covenants and customary events of default.

The occurr ence of an event of default could result in an acceleration of the obligations under the credit facility.

The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.

T he only financial covenant required is that our indebtedness to cash flow ratio, as defined in our credit facility, was not greater than 4 to 1, and this covenant level has never been exceeded.

4 unchanged sentences

• On August 22, 2024, S&P Global Inc.

issued new senior notes that have been registered with the SEC and guaranteed by Standard & Poor’s Financial Services LLC in exchange for $746 million of 5.25% Senior Notes due 2033 that were originally issued on September 12, 2023.

issued $746 million of 5.25% Senior Notes due 2033 that have been registered with the SEC and guaranteed by Standard & Poor’s Financial Services LLC in exchange for unregistered senior notes of like principal amounts and terms that were originally issued on September 12, 2023.

• On March 1, 2023, S&P Global Inc.

11 unchanged sentences

• On September 22, 2016, we issued $500 million of 2.95% senior notes due in 2027.

• On May 26, 2015, we issued $700 million of 4.0% senior notes due in 2025.

• On November 2, 2007, we issued $400 million of 6.55% Senior Notes due 2037.

10 unchanged sentences

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

Summarized results of operations for the periods ended September 30, 2024 are as follows:

(in millions) Three Months Nine Months

Summarized results of operations for the three months ended March 31, 2025 are as follows:

(in millions) 2025

Revenue $ 1,087

2 unchanged sentences

Net income attributable to S&P Global Inc.

Summarized balance sheet information as of September 30, 2024 and December 31, 2023 is as follows:

(in millions) September 30, December 31,

Summarized balance sheet information as of March 31, 2025 and December 31, 2024 is as follows:

(in millions) March 31, December 31,

Current assets (excluding intercompany from Non-Obligor Group) $ 1,397 $ 1,400

4 unchanged sentences

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders, net.

Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders.

Capital expenditures include purchases of property and equipment and additions to technology projects.

2 unchanged sentences

We believe the presentation of free cash flow allows our investors to evaluate the cash generated from our underlying operations in a manner similar to the method used by management.

We use free cash flow to conduct and evaluate our business because we believe it typically presents a more conservative measure of cash flows since capital expenditures and distributions to noncontrolling interest holders, net are considered a necessary component of ongoing operations.

We use free cash flow to conduct and evaluate our business because we believe it typically presents a more conservative measure of cash flows since capital expenditures and distributions to noncontrolling interest holders are considered a necessary component of ongoing operations.

Free cash flow is useful for management and investors because it allows management and investors to evaluate the cash available to us to prepay debt, make strategic acquisitions and investments and repurchase stock.

1 unchanged sentence

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

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

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

(in millions) 2025 2024 % Change

1 unchanged sentence

Capital expenditures (43) (24)

Distributions to noncontrolling interest holders, net (213) (211)

Distributions to noncontrolling interest holders (94) (73)

Free cash flow $ 816 $ 851 (4)%

(in millions) 2025 2024 % Change

Cash (used for) provided by investing activities (262) 607 N/M

Cash used for investing activities (79) (20) N/M

Cash used for financing activities (1,103) (657) 68%

3 unchanged sentences

As discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in our most recent Form 10-K, we consider an accounting estimate to be critical if it required assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates could have a material effect on our results of operations.

These critical estimates include those related to revenue recognition, business combinations, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable non-controlling interests.

We base our estimates on historical experience, current developments and on various other assumptions that we believe to be reasonable under these circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that cannot readily be determined from other sources.

12 unchanged sentences

the Company’s effective tax rates;

and the Company’s cost structure, dividend policy, cash flows or liquidity.

the Company’s cost structure, dividend policy, cash flows or liquidity;

and the anticipated separation of Mobility into a standalone public company.

Forward-looking statements are subject to inherent risks and uncertainties.

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

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

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

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

administration;

• the volatility and health of debt, equity, commodities, energy and automotive markets, including credit quality and spreads, the composition and mix of credit maturity profiles, the level of liquidity and future debt issuances, equity flows from active to passive, fluctuations in average asset prices in global equities, demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives;

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

2 unchanged sentences

• concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings, benchmarks, indices and other services;

• the level of merger and acquisition activity in the United States and abroad;

• the level of the Company’s future cash flows and capital investments;

• the effect of competitive products (including those incorporating generative artificial intelligence ("AI")) and pricing, including the level of success of new product developments and global expansion;

• the impact of customer cost-cutting pressures;

• a decline in the demand for our products and services by our customers and other market participants;

• our ability to develop new products or technologies, to integrate our products with new technologies (e.g., AI), or to compete with new products or technologies offered by new or existing competitors;

• our ability to attract, incentivize and retain key employees, especially in a competitive business environment;

• our ability to successfully navigate key organizational changes, including among our executive leadership;

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

6 unchanged sentences

• the introduction of competing products or technologies by other companies;

• our ability to develop new products or technologies, to integrate our products with new technologies (e.g., artificial intelligence), or to compete with new products or technologies offered by new or existing competitors;

• the effect of competitive products and pricing, including the level of success of new product developments and global expansion;

• the impact of customer cost-cutting pressures;

• a decline in the demand for our products and services by our customers and other market participants;

• the ability of the Company, and its third-party service providers, to maintain adequate physical and technological infrastructure;

• the Company’s ability to successfully recover from a disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, outbreak of pandemic or contagious diseases, security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made event;

• the level of merger and acquisition activity in the United States and abroad;

• the level of the Company’s future cash flows and capital investments;

• the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates;

• the impact of changes in applicable tax or accounting requirements on the Company;

• the separation of Mobility not being consummated within the anticipated time period or at all;

• the ability of the separation of Mobility to qualify for tax-free treatment for U.S.

federal income tax purposes;

• any disruption to the Company’s business in connection with the proposed separation of Mobility;

• any loss of synergies from separating the businesses of Mobility and the Company that adversely impact the results of operations of both businesses, or the companies resulting from the separation of Mobility not realizing all of the expected benefits of the separation;

• following the separation of Mobility, the combined value of the common stock of the two publicly-traded companies not being equal to or greater than the value of the Company’s common stock had the separation not occurred.

The factors noted above are not exhaustive.

1 unchanged sentence

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

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

required by applicable law.

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

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

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis