New York, NY, November 2, 2023 – S&P Global (NYSE: SPGI) today reported third quarter 2023 results. This earnings release and supplemental materials are available at http://investor.spglobal.com/Quarterly-Earnings.

The Company’s reported operating profit margin increased approximately 5 percentage points to 34.8%, primarily due to the increase in GAAP revenue. Adjusted operating profit margin increased 100 basis points to 47% primarily due to the divestiture of Engineering Solutions, growth in our Ratings division, and disciplined expense management.

GAAP diluted earnings per share increased 27% to $2.33 primarily due to a 22% increase in net income attributable to S&P Global, and a 4% reduction in diluted shares outstanding.

Adjusted diluted earnings per share increased 10% to $3.21 due to a 6% increase in adjusted net income and a 4% decrease in diluted shares outstanding. Currency positively impacted adjusted diluted EPS by $0.03. The largest non-core adjustments to earnings in the third quarter of 2023 were for deal-related amortization and costs to achieve synergies.

In addition to the above, the Company expects 2023 cash provided by operating activities, less capital expenditures and distributions to noncontrolling interest holders, in the range of $3.7 billion to $3.8 billion. The Company expects adjusted free cash flow, excluding certain items, in the range of $4.2 billion to $4.3 billion. These expectations are unchanged from prior guidance. The Company now expects slightly higher GAAP and Adjusted capital expenditures compared to prior guidance of ~$140 million.

The Company is reiterating GAAP revenue guidance, and slightly lowering GAAP Corporate unallocated expense guidance versus the prior guidance range of $350 to $370 million, due to the removal of contract exit fees. This results in slightly higher guidance for GAAP operating margin versus the prior guidance range of 34.0% to 35.0%. The Company also expects a slightly lower GAAP tax rate versus the prior guidance range of 22.5% to 23.5%. As a result of higher margins and a lower expected tax rate, the Company now expects GAAP diluted EPS in the range of $8.75 to $8.90 versus the prior range of $8.65 to $8.85. Other GAAP guidance items are unchanged.

The Company is narrowing the range of expected growth in non-GAAP adjusted revenue versus prior guidance in the range of 4% to 6%. The Company now expects a slightly lower non-GAAP adjusted tax rate compared to prior expectations in the range of 21.0% to 22.0%. Due to the slightly lower expected tax rate and strong year-to-date performance, the Company is increasing the guidance range for non-GAAP adjusted diluted EPS to $12.50 to $12.60 compared to prior guidance in the range of $12.35 to $12.55. Other non-GAAP adjusted guidance items are unchanged.

GAAP and non-GAAP adjusted guidance include the contribution from Engineering Solutions in all periods up to the date of its sale on May 2, 2023.

Non-GAAP adjusted guidance excludes merger expenses and amortization of intangibles related to acquisitions. Non-GAAP adjusted guidance is provided to reflect expected financial results for the full year, with growth rate guidance presented relative to non-GAAP pro forma adjusted measures for fiscal 2022, assuming the merger with IHS Markit (and associated divestitures) had closed on January 1, 2021. For non-GAAP adjusted guidance, growth rates compare revenue in the period ending December 31, 2023 to pro forma revenue and non-GAAP pro forma adjusted revenue for the period ended December 31, 2022.

Supplemental Information/Conference Call/Webcast Details: The Company’s senior management will review the third quarter 2023 earnings results on a conference call scheduled for today, November 2, at 8:30 a.m. EDT. Additional information presented on the conference call, as well as the Company’s Supplemental slide content may be found on the Company’s Investor Relations Website at http://investor.spglobal.com/Quarterly-Earnings.

The Webcast will be available live and in replay at http://investor.spglobal.com/Quarterly-Earnings. (Please copy and paste URL into Web browser.)

Telephone access is available. U.S. participants may call (888) 603-9623; international participants may call +1 (630) 395-0220 (long-distance charges will apply). The passcode is “S&P Global” and the conference leader is Douglas Peterson. A recorded telephone replay will be available approximately two hours after the meeting concludes and will remain available until December 2, 2023. U.S. participants may call (866) 405-7299; international participants may call +1 (203) 369-0609 (long-distance charges will apply). No passcode is required.

Comparison of Adjusted Information to U.S. GAAP Information: The Company reports its financial results in accordance with accounting principles generally accepted in the United States ("GAAP"). Company financial results are also presented on an as-reported basis, and on a pro forma basis as if the merger had closed on January 1, 2021, for periods including fiscal year 2022, and all other year-to-date periods that include the three months ended March 31, 2022; the pro forma basis agrees to the Company's previously filed unaudited pro forma combined condensed financial information presented in accordance with Article 11 of Regulation S-X. The Company also refers to and presents certain additional non-GAAP financial measures, within the meaning of Regulation G under the Securities Exchange Act of 1934. These measures are: adjusted revenue and non-GAAP pro forma adjusted revenue; adjusted diluted EPS and non-GAAP pro forma adjusted diluted EPS; adjusted operating profit and margin and non-GAAP pro forma adjusted operating profit and margin; adjusted expenses; adjusted corporate unallocated expense and non-GAAP pro forma adjusted corporate unallocated expense; adjusted deal-related amortization; adjusted interest expense, net and non-GAAP pro forma adjusted interest expense, net; adjusted provision for income taxes and non-GAAP pro forma adjusted provision for income taxes; adjusted effective tax rate and non-GAAP pro forma adjusted effective tax rate; adjusted net income attributable to noncontrolling interests and non-GAAP pro forma adjusted net income attributable to non-controlling interests; adjusted net income attributable to SPGI and non-GAAP pro forma adjusted net income attributable to SPGI; cash flow provided by operating activities, less capital expenditures and distributions to noncontrolling interest holders; and free cash flow, adjusted free cash flow excluding certain items, and non-GAAP pro forma adjusted free cash flow excluding certain items. The Company has included reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP on Exhibits 5, 6, 7, 8, and 9. Reconciliations of certain forward-looking non-GAAP financial measures to comparable GAAP measures are not available due to the challenges and impracticability with estimating some of the items. The Company is not able to provide reconciliations of such forward-looking non-GAAP financial measures because certain items required for such reconciliations are outside of the Company's control and/or cannot be reasonably predicted. Because of those challenges, reconciliations of such forward-looking non-GAAP financial measures are not available without unreasonable effort.

The Company's non-GAAP measures include adjustments that reflect how management views our businesses. The Company believes these non-GAAP financial measures provide useful supplemental information that, in the case of non-GAAP financial measures other than cash flow provided by operating activities, less capital expenditures and distributions to noncontrolling interest holders; free cash flow; adjusted free cash flow excluding certain items; and non-GAAP pro forma adjusted free cash flow excluding certain items, enables investors to better compare the Company's performance across periods, and management also uses these measures internally to assess the operating performance of its business, to assess performance for employee compensation purposes and to decide how to allocate resources. The Company believes that the presentation of cash flow provided by operating activities, less capital expenditures and distributions to noncontrolling interest holders; free cash flow; adjusted free cash flow excluding certain items; and non-GAAP pro forma adjusted free cash flow excluding certain items allows investors to evaluate the cash generated from our underlying operations in a manner similar to the method used by management and that such measures are useful in evaluating the cash available to us to prepay debt, make strategic acquisitions and investments, and repurchase stock. However, investors should not consider any of these non-GAAP measures in isolation from, or as a substitute for, the financial information that the Company reports.

Forward-Looking Statements: This press release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, including statements about the completed merger (the “Merger”) between a subsidiary of the Company and IHS Markit Ltd. (“IHS Markit”), which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this press release and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; and the Company’s cost structure, dividend policy, cash flows or liquidity.

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, pandemics (e.g., COVID-19), geopolitical uncertainty (including military conflict), and conditions that may result from legislative, regulatory, trade and policy changes;

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

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

•the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, and the potential for a system or network disruption that results in regulatory penalties and remedial costs or improper disclosure of confidential information or data;

•the outcome of litigation, government and regulatory proceedings, investigations and inquiries;

•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;

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

•the Company’s exposure to potential criminal sanctions or civil penalties for noncompliance with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia, Sudan, Syria and Venezuela, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions;

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

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

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

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

•consolidation of the Company’s customers, suppliers or competitors;

•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; and

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

The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. 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, as supplemented by Item 1A, Risk Factors, in our most recently filed Quarterly Report on Form 10-Q.

S&P Global (NYSE: SPGI) provides essential intelligence. We enable governments, businesses and individuals with the right data, expertise and connected technology so that they can make decisions with conviction. From helping our customers assess new investments to guiding them through ESG and energy transition across supply chains, we unlock new opportunities, solve challenges and accelerate progress for the world.

We are widely sought after by many of the world’s leading organizations to provide credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets. With every one of our offerings, we help the world’s leading organizations plan for tomorrow, today.

Investor Relations: http://investor.spglobal.com

Get news direct via RSS: https://investor.spglobal.com/contact-investor-relations/rss-feeds/default.aspx

Mark Grant

Senior Vice President, Investor Relations

Tel: +1 (347) 640-1521

mark.grant@spglobal.com

Ola Fadahunsi

Communications

Tel: +1 (332) 210-9935

ola.fadahunsi@spglobal.com

Christopher Krantz

Communications

Tel: +44 7976 632 638

christopher.krantz@spglobal.com

###

(dollars in millions, except per share data)

Note - % change in the tables throughout the exhibits are calculated off of the actual number, not the rounded number presented.

September 30, 2023 and December 31, 2022

 

(unaudited)						September 30,									December 31,
						2023									2022
Assets:
Cash, cash equivalents, and restricted cash						$	1,646								$	1,287
Other current assets						3,158									3,082
Assets of a business held for sale 1						—									1,298
Total current assets						4,804									5,667
Property and equipment, net						254									297
Right of use assets						392									423
Goodwill and other intangible assets, net						52,420									52,851
Equity investments in unconsolidated subsidiaries						1,791									1,752
Other non-current assets						900									794
Total assets						$	60,561								$	61,784
Liabilities and Equity:
Short-term debt						$	47								$	226
Unearned revenue						3,022									3,126
Other current liabilities						2,149									2,413
Liabilities of a business held for sale 1						—									234
Long-term debt						11,415									10,730
Lease liabilities — non-current						543									577
Deferred tax liability — non-current						3,671									4,065
Pension, other postretirement benefits and other non-current liabilities						690									669
Total liabilities						21,537									22,040
Redeemable noncontrolling interest						3,510									3,267
Total equity						35,514									36,477
Total liabilities and equity						$	60,561								$	61,784

1 Includes Engineering Solutions as of December 31, 2022.

Nine months ended September 30, 2023 and 2022

 

(unaudited)						2023									2022
Operating Activities:
Net income						$	2,249								$	3,028
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation						71									93
Amortization of intangibles						782									645
Deferred income taxes						(430)									(155)
Stock-based compensation						143									160
Loss (gain) on dispositions						69									(1,897)
Loss on extinguishment of debt, net						—									15
Other						170									267
Net changes in other operating assets and liabilities						(678)									(666)
Cash provided by operating activities						2,376									1,490
Investing Activities:
Capital expenditures						(95)									(61)
Acquisitions, net of cash acquired						(293)									242
Proceeds from dispositions						1,004									3,510
Changes in short-term investments						(9)									(2)
Cash provided by investing activities						607									3,689
Financing Activities:
Payments on short-term debt, net						(188)									(219)
Proceeds from issuance of senior notes, net						744									5,395
Payments on senior notes						—									(3,684)
Dividends paid to shareholders						(864)									(749)
Proceeds from noncontrolling interest holders						—									410
Distributions to noncontrolling interest holders						(211)									(197)
Repurchase of treasury shares						(2,001)									(11,003)
Exercise of stock options, employee withholding tax on share-based payments, and other						(82)									(81)
Cash used for financing activities						(2,602)									(10,128)
Effect of exchange rate changes on cash						(22)									(167)
Net change in cash, cash equivalents, and restricted cash						359									(5,116)
Cash, cash equivalents, and restricted cash at beginning of period						1,287									6,505
Cash, cash equivalents, and restricted cash at end of period						$	1,646								$	1,389

(a) The three and nine months ended September 30, 2023 include 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. The nine months ended September 30, 2023 include a gain on dispositions of $46 million and an asset impairment of $5 million. The three and nine months ended September 30, 2022 include a loss on dispositions of $17 million and a gain on dispositions of $1.8 billion, respectively, employee severance charges of $13 million and $44 million, respectively, IHS Markit merger costs of $6 million and $21 million, respectively, and acquisition-related costs of $1 million and $2 million, respectively. Additionally, amortization of intangibles from acquisitions of $140 million and $134 million is included for the three months ended September 30, 2023 and 2022, respectively, and $421 million and $331 million for the nine months ended September 30, 2023 and 2022, respectively.

(b) The three and nine months ended September 30, 2023 include employee severance charges of $2 million and $8 million, respectively. The three and nine months ended September 30, 2022 include employee severance charges of $2 million and $14 million, respectively. Additionally, amortization of intangibles from acquisitions of $2 million is included for the three months ended September 30, 2023 and 2022, and $6 million and $5 million for the nine months ended September 30, 2023 and 2022, respectively.

(c)    The three and nine months ended September 30, 2023 include IHS Markit merger costs of $8 million and $28 million, respectively, and employee severance charges of $7 million and $23 million, respectively. The three and nine months ended September 30, 2022 include employee severance costs of $14 million and $38 million, respectively, and IHS Markit merger costs of $10 million and $16 million, respectively. Additionally, amortization of intangibles from acquisitions of $33 million and $32 million is included for the three months ended September 30, 2023 and 2022, respectively, and $99 million and $77 million for the nine months ended September 30, 2023 and 2022, respectively.

(d)    The three and nine months ended September 30, 2023 include 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. The three and nine months ended September 30, 2022 include acquisition-related benefit of $19 million and $15 million, respectively, and employee severance charges of $1 million and $3 million, respectively. The nine months ended September 30, 2022 include IHS Markit merger costs of $1 million. Additionally, amortization of intangibles from acquisitions of $76 million is included for the three months ended September 30, 2023 and 2022, and $226 million and $176 million for the nine months ended September 30, 2023 and 2022, respectively.

(e)    The three and nine months ended September 30, 2023 include employee severance charges of $1 million and $4 million, respectively, and IHS Markit merger costs of $1 million and $3 million, respectively. The nine months ended September 30, 2023 include a gain on disposition of $4 million. The three and nine months ended September 30, 2022 include a gain on disposition of $14 million and $52 million, respectively, employee severance charges of $1 million and $4 million, respectively, and IHS Markit merger costs of $1 million. Additionally, amortization of intangibles from acquisitions of $9 million is included for the three months ended September 30, 2023 and 2022, and $27 million and $22 million for the nine months ended September 30, 2023 and 2022, respectively.

(f)    As of May 2, 2023, we completed the sale of Engineering Solutions and the results are included through that date. The three and nine months ended September 30, 2022 include employee severance charges of $2 million and $4 million, respectively. Additionally, amortization of intangibles from acquisitions of $14 million is included for the three months ended September 30, 2022, and $1 million and $33 million for the nine months ended September 30, 2023 and 2022, respectively.

(g)    The three and nine months ended September 30, 2023 include IHS Markit merger costs of $37 million and $104 million, respectively, employee severance charges of $6 million and $20 million, respectively, disposition-related costs of $3 million and $19 million, respectively, and acquisition-related costs of $1 million and $3 million, respectively. The nine months ended September 30, 2023 include a loss on disposition of $120 million and lease impairments of $15 million. The three and nine months ended September 30, 2022 include IHS Markit merger costs of $127 million and $483 million, respectively, employee severance charges of $23 million and $87 million, respectively, acquisition-related costs of $1 million and $7 million, respectively, gain on acquisition of $10 million and an asset impairment of $9 million. The nine months ended September 30, 2022 include a S&P Foundation grant of $200 million, lease impairments of $5 million and an asset write-off of $3 million. Additionally, amortization of intangibles from acquisitions of $2 million and $1 million is included for the nine months ended September 30, 2023 and 2022, respectively.

(h)    Amortization of intangibles from acquisitions of $14 million and $13 million is included for the three months ended September 30, 2023 and 2022, respectively, and $42 million for the nine months ended September 30, 2023 and 2022.

(dollars in millions, except per share amounts)

1 The adjusted effective tax rate is calculated by dividing provision for income taxes by the adjusted income before taxes, which includes income from unconsolidated subsidiaries. The adjusted effective tax rate excluding income from unconsolidated subsidiaries for the three months ended September 30, 2023 and 2022 was 20.1% and 20.5%, respectively. The adjusted effective tax rate excluding income from unconsolidated subsidiaries for the nine months ended September 30, 2023 and 2022 was 20.9% and 20.7%, respectively.

Note - Adjusted operating profit margin for Market Intelligence, Ratings, Commodity Insights, Mobility, and Indices was 33%, 57%, 48%, 42%, and 69% for the three months ended September 30, 2023. Adjusted operating profit margin for the Company was 47% for the three months ended September 30, 2023. Adjusted operating profit margin for Market Intelligence, Ratings, Commodity Insights, Mobility, Indices, and Engineering Solutions was 33%, 58%, 47%, 41%, 70%, and 15% for the nine months ended September 30, 2023. Adjusted operating profit margin for the Company was 46% for the nine months ended September 30, 2023. Adjusted operating profit margin is calculated as adjusted operating profit divided by adjusted revenue.

(a)     The three and nine months ended September 30, 2023 include employee severance charges of $19 million ($14 million after-tax) and $41 million ($31 million after-tax), respectively, IHS Markit merger costs of $11 million ($8 million after-tax) and $36 million ($27 million after-tax), respectively, and an asset write-off $1 million (less than $1 million after-tax). The nine months ended September 30, 2023 include a gain on dispositions of $46 million ($34 million after-tax) and an asset impairment of $5 million ($4 million after-tax). The three and nine months ended September 30, 2022 include a loss on dispositions of $17 million ($13 million after-tax) and a gain on dispositions $1.8 billion ($1.4 billion after-tax), respectively, employee severance charges of $13 million ($10 million after-tax) and $44 million ($34 million after-tax), respectively, IHS Markit merger costs of $6 million ($5 million after-tax) and $21 million ($16 million after-tax), respectively, and acquisition-related costs of $1 million ($1 million after-tax) and $2 million ($2 million after-tax), respectively.

(b)    The three and nine months ended September 30, 2023 include employee severance charges of $2 million ($2 million after-tax) and $8 million ($6 million after-tax), respectively. The three and nine months ended September 30, 2022 include employee severance charges of $2 million ($1 million after-tax) and $14 million ($11 million after-tax), respectively.

(c)    The three and nine months ended September 30, 2023 include IHS Markit merger costs of $8 million ($6 million after-tax) and $28 million ($21 million after-tax), respectively, and employee severance charges of $7 million ($6 million after-tax) and $23 million ($17 million after-tax), respectively. The three and nine months ended September 30, 2022 include employee severance charges of $14 million ($11 million after-tax) and $38 million ($29 million after-tax), respectively, and IHS Markit merger costs of $10 million ($8 million after-tax) and $16 million ($12 million after-tax), respectively.

(d)    The three and nine months ended September 30, 2023 include employee severance charges of $3 million ($2 million after-tax) and $6 million ($5 million after-tax), respectively, IHS Markit Merger costs of $1 million (less than $1 million after-tax) and $2 million ($1 million after-tax), respectively, and acquisition-related costs of $1 million ($1 million after-tax) and $2 million ($2 million after-tax), respectively. The three and nine months ended September 30, 2022 include acquisition-related benefit of $19 million ($19 million after-tax) and $15 million ($16 million after-tax), respectively, and employee severance charges of $1 million ($1 million after-tax) and $3 million ($2 million after-tax), respectively. The nine months ended September 30, 2022 include IHS Markit merger costs of $1 million ($1 million after-tax).

(e)    The three and nine months ended September 30, 2023 include employee severance charges of $1 million ($1 million after-tax) and $4 million ($3 million after-tax), respectively, and IHS Markit merger costs of $1 million ($1 million after-tax) and $3 million ($2 million after-tax), respectively. The nine months ended September 30, 2023 include a gain on disposition of $4 million ($3 million after-tax). The three and nine months ended September 30, 2022 include a gain on disposition of $14 million ($12 million after-tax) and $52 million ($43 million after-tax), respectively, employee severance charges of $1 million (less than $1 million after-tax) and $4 million ($3 million after-tax), respectively, and IHS Markit merger costs of $1 million ($1 million after-tax).

(f)    As of May 2, 2023, we completed the sale of Engineering Solutions and the results are included through that date. The three and nine months ended September 30, 2022 include employee severance charges of $2 million ($2 million after-tax) and $4 million ($4 million after-tax), respectively.

(g)    The three and nine months ended September 30, 2023 include IHS Markit merger costs of $37 million ($28 million after-tax) and $104 million ($78 million after-tax), respectively, employee severance charges of $6 million ($5 million after-tax) and $20 million ($15 million after-tax), respectively, disposition-related costs of $3 million ($2 million after-tax) and $19 million ($14 million after-tax), respectively, and acquisition-related costs of $1 million ($1 million after-tax) and $3 million ($2 million after-tax), respectively. The nine months ended September 30, 2023 include a loss on disposition of $120 million ($186 million after-tax) and lease impairments of $15 million ($11 million after-tax). The three and nine months ended September 30, 2022 include IHS Markit merger costs of $127 million ($95 million after-tax) and $483 million ($384 million after-tax), respectively, employee severance charges of $23 million ($17 million after-tax) and $87 million ($67 million after-tax), respectively, a gain on acquisition of $10 million ($10 million after-tax), an asset impairment of $9 million ($7 million after-tax) and acquisition-related costs of $1 million ($1 million after-tax) and $7 million ($3 million after-tax), respectively. The nine months ended September 30, 2022 include a S&P Foundation grant of $200 million ($151 million after-tax), lease impairments of $5 million ($3 million after-tax) and an asset write-off of $3 million ($3 million after-tax).

(h)    The three and nine months ended September 30, 2023 include a premium amortization benefit of $7 million ($5 million after-tax) and $20 million ($15 million after-tax), respectively.

(i)    The three and nine months ended September 30, 2022 include a gain on the extinguishment of debt of $4 million ($3 million after-tax) and loss on extinguishment of debt $15 million ($11 million after-tax), respectively.

(j)    The nine months ended September 30, 2023 include a tax benefit of $16 million associated with a disposition. The nine months ended September 30, 2022 include tax expense of $157 million associated with a gain on disposition and the three and nine months ended September 30, 2022 includes a tax benefit of $2 million and tax expense of $10 million, respectively, due to annualized effective tax rate differences for GAAP.

(k) The three and nine months ended September 30, 2022 includes an adjustment related to the JV Partner's portion of the gain on the disposition of the L100 Index as part of the sale of LCD to Morningstar.

Three months ended September 30, 2023 and 2022