Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

Debt

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

(in millions)	December 31,
	2023		2022
4.125% Senior Notes, due 2023 1	$	—	$	38
3.625% Senior Notes, due 2024 2	47		48
4.75% Senior Notes, due 2025 3	4		4
4.0% Senior Notes, due 2026 4	3		3
2.95% Senior Notes, due 2027 5	497		496
2.45% Senior Notes, due 2027 6	1,240		1,237
4.75% Senior Notes, due 2028 7	810		823
4.25% Senior Notes, due 2029 8	1,016		1,029
2.5% Senior Notes, due 2029 9	497		497
2.70% Sustainability-Linked Senior Notes, due 2029 10	1,236		1,233
1.25% Senior Notes, due 2030 11	595		594
2.90% Senior Notes, due 2032 12	1,474		1,472
5.25% Senior Notes due 2033 13	743		—
6.55% Senior Notes, due 2037 14	291		290
4.5% Senior Notes, due 2048 15	272		272
3.25% Senior Notes, due 2049 16	590		590
3.70% Senior Notes, due 2052 17	975		974
2.3% Senior Notes, due 2060 18	683		682
3.9% Senior Notes, due 2062 19	486		486
Commercial paper	—		188
Total debt	11,459		10,956
Less: short-term debt including current maturities	47		226
Long-term debt	$	11,412	$	10,730

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

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

3Interest payments are due semiannually on February 15 and August 15.

4Interest payments are due semiannually on March 1 and September 1.

5Interest payments are due semiannually on January 22 and July 22, and as of December 31, 2023, the unamortized debt discount and issuance costs total $3 million.

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

7Interest payments are due semiannually on February 1 and August 1.

8Interest payments are due semiannually on May 1 and November 1.

9Interest payments are due semiannually on June 1 and December 1, and as of December 31, 2023, the unamortized debt discount and issuance costs total $3 million.

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

11Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2023, the unamortized debt discount and issuance costs total $5 million.

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

13 Interest payments are due semiannually on March 15 and September 15, beginning on March 15, 2024, and as of December 31, 2023, the unamortized debt discount and issuance costs total $7 million.

14Interest payments are due semiannually on May 15 and November 15, and as of December 31, 2023, the unamortized debt discount and issuance costs total $2 million.

15Interest payments are due semiannually on May 15 and November 15, and as of December 31, 2023, the unamortized debt discount and issuance costs total $11 million.

16Interest payments are due semiannually on June 1 and December 1, and as of December 31, 2023, the unamortized debt discount and issuance costs total $10 million.

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

18Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2023, the unamortized debt discount and issuance costs total $17 million.

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

Annual long-term debt maturities are scheduled as follows based on book values as of December 31, 2023: $47 million due in 2024, $4 million due in 2025, $3 million due in 2026; $1.7 billion due in 2027; $810 million due in 2028; and $8.9 billion due thereafter.

The fair value of our total debt borrowings was $10.3 billion and $9.3 billion as of December 31, 2023 and December 31, 2022, respectively, and was estimated based on quoted market prices.

On September 12, 2023, we issued $750 million of 5.25% senior notes due in 2033. The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor’s Financial Services LLC. In the third quarter of 2023, the Company used the net proceeds to repay its outstanding commercial paper borrowings.

On February 28, 2022, we completed the merger with IHS Markit in an all-stock transaction. In the transaction, we assumed IHS Markit’s publicly traded debt, with an outstanding principal balance of $4.6 billion, which was recorded at fair value of $4.9 billion on the acquisition date. Debt assumed consisted of the following:

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

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

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

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

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

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

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

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

On March 2, 2022, we completed the offer (the “Exchange Offer”) to exchange outstanding notes issued by IHS Markit for new notes issued by us and fully and unconditionally guaranteed by Standard & Poor’s Financial Services LLC with the same interest rate, interest payment dates, maturity date and redemption terms as each corresponding series of exchange IHS Markit notes and cash. Of the approximately $4.6 billion in aggregate principal amount of IHS Markit’s Senior Notes offered in the exchange, 96%, or approximately $4.5 billion, were tendered and accepted. The portion not exchanged, approximately $175 million, remained outstanding across seven series of Senior Notes issued by IHS Markit. The Exchange Offer was treated as a debt modification for accounting purposes resulting in a portion of the unamortized fair value adjustment of the IHS Markit Senior Notes allocated to the new debt issued by S&P Global on the settlement date of the exchange. See Note 2 — Acquisitions and Divestitures for additional information on the merger.

On March 18, 2022, we issued $1,250 million of 2.45% Senior Notes due 2027, $1,250 million of 2.7% Sustainability-Linked Senior Notes due 2029, $1,500 million of 2.9% Senior Notes due 2032, $1,000 million of 3.7% Senior Notes due 2052, and $500 million of 3.9% Senior Notes due 2062. The Notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. In the first quarter of 2022, we used a portion of the net proceeds from the new debt issuance to fund the redemption and extinguishment of the outstanding principal amount of our 4.125% Senior

Notes due 2023, 3.625% Senior Notes due 2024, and our 4.0% Senior Notes due 2026 which were former IHS Markit Notes that were exchanged to SPGI Notes as part of the Exchange Offer. In addition, we also used part of the net proceeds from the new debt issuance noted above to fund the early tender as well as a subsequent full redemption of our 5.0% Senior Notes due 2022 and the 4.750% Senior Notes due 2025, both of which were former IHS Markit Notes that were exchanged to SPGI Notes as part of the Exchange Offer, as well as our 4.0% Senior Notes due 2025. The majority of these transactions settled within the first quarter of 2022, however, given the timing of certain redemptions, a lesser portion of these settled in the second quarter of 2022, including the redemption and extinguishment of the $287 million outstanding principal amount on our 4.0% senior notes due in 2025, and a portion of the outstanding principal amounts of our 5.0% senior notes due in 2022 and our 4.75% senior notes due in 2025, of approximately $52 million and $247 million, respectively.

During the year ended December 31, 2022, we recognized an $8 million loss on extinguishment of debt. The year ended December 31, 2022 includes a $142 million tender premium paid to tendering note holders in accordance with the terms of the tender offer, partially offset by a $134 million non-cash write-off related to the fair market value step up premium on extinguished debt.

We have the ability to borrow a total of $2.0 billion through our commercial paper program, which is supported by our $2.0 billion five-year credit agreement (our “credit facility”) that will terminate on April 26, 2026. As of December 31, 2023, we had no outstanding commercial paper. As of December 31, 2022, there was $188 million of commercial paper outstanding.

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. The credit facility contains customary affirmative and negative covenants and customary events of default. The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.

The only financial covenant required under our credit facility 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.