S&P Global Inc.

For the period ended May 1, 2024. Filed Mar 19, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 1, 2024 · Filed Mar 19, 2024

SPGI$467.80-1.0%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Appendix A

APPENDIX A

Reconciliation of Non-GAAP Financial Information

The following tables reconcile non-GAAP financial information included in this Proxy Statement to the most directly comparable measures presented in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and reported in our consolidated financial statements filed with the Securities and Exchange Commission. The non-GAAP financial information included in this Proxy Statement has been provided in order to show investors how our Compensation Committee views the Company’s performance as it relates to the compensation program for our executive officers. This non-GAAP financial information may be different from similar measures used by other companies.

2024 Proxy Statement 137

APPENDIX A (continued)

· Year ended December 31, 2023* · · · · Revenue · · · · EBITA · · · · DilutedEarnings perShare** · · · · EBITA Margin(OperatingProfit Margin) ·
· SPGI · · · · (dollars in millions, except per share data) ·
	As reported	$12,497	$4,020	$8.23	32.2%
	Non-GAAP Adjustments:
	Market Intelligence adjustments, including merger related costs, acquisition related costs, employee severance charges, gain on disposition, asset impairment and asset write-off		168	0.53
	Ratings adjustments, including employee severance charges and asset impairment		11	0.03
	Commodity Insights adjustments, including employee severance charges, merger related costs and acquisition-related costs		62	0.19
	Mobility adjustments, including employee severance charges, merger related costs and acquisition-related costs		15	0.05
	Indices adjustments, including merger related costs, employee severance charges and gain on disposition		5	0.02
	Corporate adjustments, including merger related costs, acquisition related costs, employee severance charges, loss on disposition, lease impairments, disposition-related costs and asset impairment		354	1.11
	Deal-related amortization		1,097	3.44
	Other expenses (pension-related charge)			0.07
	Interest expense adjustments, including premium amortization benefit			(0.08)
	Provision for income taxes			(0.99)
	Non-GAAP adjustment subtotal	0	1,712	4.37
	Adjusted	$12,497	$5,732	$12.60	45.9%
	Further Non-GAAP ICP Adjustments:
	Foreign exchange	(1)	14
	Unspent investment funds		(12)
	Acquisitions	(40)	(3)
	Divestitures	71	21
	Gross to net adjustments	6
	Adjustment for plan tax rate			(0.24)
	Adjustment for dilution related to with IHS Markit and divestitures of CUSIP and LCD			1.43
	Adjustment for divestiture of Engineering Solutions			0.13
	Suspension of Russia operations relief			0.14
	Further Non-GAAP ICP Adjustment subtotal	36	20	1.46
	ICP Adjusted	$12,533	$5,752	$14.06	45.9%

Note: Diluted weighted average shares outstanding of 318.9 million was used to calculate adjusted diluted earnings per share

138 2024 Proxy Statement

APPENDIX A (continued)

· Year ended December 31, 2023* · · · · Revenue · · · · EBITA · · · · EBITA Margin(OperatingProfit Margin) ·
· Market Intelligence · · · · (dollars in millions) ·
	As reported	$4,376	$714	16.3%
	Non-GAAP Adjustments:
	Acquisition related costs		69
	Employee severance charges		90
	Merger related costs		49
	Gain on disposition		(46)
	Asset impairment		5
	Asset write-off		1
	Deal-related amortization		561
	Non-GAAP adjustment subtotal	0	729
	Adjusted	$4,376	$1,443	33.0%
	Further Non-GAAP ICP Adjustments:
	Foreign exchange	(1)	11
	Unspent investment funds		(7)
	Acquisitions	(14)	5
	Reallocation of costs and reclassification of assets between divisions	9	2
	Short-term incentive overperformance		11
	Further Non-GAAP ICP Adjustment subtotal	(6)	23
	ICP Adjusted	$4,370	$1,466	33.5%

2024 Proxy Statement 139

APPENDIX A (continued)

· Year ended December 31, 2023* · · · · Revenue · · · · EBITA · · · · EBITA Margin(OperatingProfit Margin) ·
· Ratings · · · · (dollars in millions) ·
	As reported	$3,332	$1,864	55.9%
	Non-GAAP Adjustments:
	Employee severance charges		10
	Asset impairment		1
	Deal related amortization		8
	Non-GAAP adjustment subtotal	0	19
	Adjusted	$3,332	$1,882	56.5%
	Further Non-GAAP ICP Adjustments:
	Foreign exchange	(1)	2
	Unspent investment funds		(3)
	Short-term incentive overperformance		13
	Further Non-GAAP ICP Adjustment subtotal	(1)	12
	ICP Adjusted	$3,331	$1,895	56.9%

140 2024 Proxy Statement

APPENDIX A (continued)

· Year ended December 31, 2023* · · · · Revenue · · · · EBITA · · · · EBITA Margin(OperatingProfit Margin) ·
· Indices · · · · (dollars in millions) ·
	As reported	$1,403	$925	66.0%
	Non-GAAP Adjustments:
	Employee severance charges		5
	Merger related costs		4
	Gain on disposition		(4)
	Deal related amortization		36
	Non-GAAP adjustment subtotal	0	42
	Adjusted	$1,403	$967	68.9%
	Further Non-GAAP ICP Adjustments:
	Foreign exchange	1
	Unspent investment funds		(4)
	Short-term incentive overperformance		2
	Further Non-GAAP ICP Adjustment subtotal	1	(2)
	ICP Adjusted	$1,403	$964	68.7%

2024 Proxy Statement 141

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.