S&P Global (SPGI) 10-K risk factor changes: FY2022 vs FY2021

We operate in the [removed: capital] [added: capital, commodities, automotive] and [removed: commodities] [added: engineering] markets.

The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms, and issuers; the commodities markets include producers, traders and intermediaries within energy, petrochemicals, metals [added: & steel] and [removed: agriculture.][added: agriculture; the automotive markets include manufacturers, suppliers, dealerships and service shops; and the engineering markets include engineers, builders, and architects.]

[removed: We] [added: - We have incurred, and we] expect to [removed: incur] [added: continue to incur,] substantial [removed: expenses] [added: expenses,] and [removed: devote] [added: we have devoted, and we expect to continue to devote,] significant [removed: resources] [added: resources,] in connection with the [removed: completion] [added: integration] of [removed: the Merger] [added: a large number of processes, policies, procedures, operations, technologies] and [removed: related divestitures,] [added: systems of S&P Global] and [added: IHS Markit following] the [removed: integration] [added: merger (the “Merger”) between a subsidiary] of the [removed: businesses of S&P Global] [added: Company] and IHS [removed: Markit.][added: Markit.]

[removed: The management of the combined company may face] [added: Management faces] significant challenges in [removed: implementing] [added: continuing to implement] such integration, [removed: many] [added: some] of which may be beyond [removed: the] [added: management’s] control [removed: of management] and which may result in increased costs and diversion of management’s time and energy, [removed: as well as] [added: and which may] materially adversely impact the [added: anticipated synergies of the Merger and our business, financial condition and results of operations.]

The integration process and other disruptions, including increased cyber security risk, resulting from the Merger may also adversely affect [removed: the combined company’s] [added: our] relationships with employees, suppliers, customers, distributors and others with whom S&P Global and IHS Markit have business or other dealings, and difficulties in integrating the businesses of S&P Global and IHS Markit could harm [removed: the reputation of the combined company.][added: our business or reputation.]

[removed: These] [added: - The] incremental [removed: transaction-related] costs [added: associated with the integration of IHS Markit] may exceed the savings [removed: the combined company expects] [added: we expect] to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the [removed: near term and in the] event there are material unanticipated costs.

Factors beyond [removed: the parties’] [added: our] control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.

[removed: The] [added: To date, the] COVID-19 pandemic [removed: and its effects have affected, and may have] [added: has not had] a material adverse effect [removed: on,] [added: on] our [added: business, financial condition or] results of [removed: operations.][added: operations.]

[removed: Our businesses would be materially and adversely affected in the event of] [added: Moreover, if a pandemic, epidemic or public health crisis, including COVID-19, caused] prolonged recessions in the U.S. and other major [removed: markets.][added: markets, our businesses would be materially and adversely affected.]

Risks posed to our businesses, financial condition and results of operations from volatility in the financial and commodities markets [added: that could result from such an event, including COVID-19,] are described in the risk factor [removed: below entitled,] [added: above entitled] “Changes in the volume of securities issued and traded in domestic and/or global capital markets, asset levels and flows into investment products, changes in interest rates and volatility in the financial markets, and volatility in the commodities markets impact our business, financial condition or results of [removed: operations”.][added: operations.” Actions taken by governments to stabilize the markets and support economic growth may not be sufficient to address the market dislocations or avert severe and prolonged reductions in economic activity.]

[removed: As a result of the] [added: The negative] impact [added: of a pandemic, epidemic or public health crisis, such as COVID-19,] on our [removed: clients,] [added: clients could result in] our [removed: subscription] [added: products and] services [removed: may face] [added: facing] pricing pressure [removed: on renewals,] [added: or] delayed renewals, and challenges to new [removed: sales] [added: sales,] which would in turn reduce revenue, ultimately impacting our results of operations.

[removed: This] [added: For example, the] uncertainty [removed: could] [added: created by COVID-19 and other macroeconomic events has, and may continue to,] put pressure on [removed: Platts clients] [added: Commodity Insights clients, which has,] and [added: may continue to,] translate into slower demand for our subscription and related products and services.

Notwithstanding the care we take in carrying out our work, the views and assumptions we express, the conclusions we draw, the actions we [removed: take,] [added: take (including, but not limited to, rating actions, revising the composition of our indices, etc.),] and the work our divisions [removed: are producing today] [added: produce] are likely to be heavily scrutinized with the benefit of hindsight.

We have faced significant regulatory and media scrutiny following prior periods of [removed: volatility and economic uncertainty.]

[removed: See the below risk factor entitled “Our] [added: Our] inability to successfully recover should we [added: or our third-party service providers] experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational [removed: harm] [added: harm, damaged client relationships] or legal [removed: liability”.][added: liability.]

Although there has not been a cyber attack [added: or data breach on the Company or its third-party service providers] that has had a material adverse effect on the Company to date, [removed: we have noted an increase in cyber threats targeted at our remote work environment and] there can be no assurance that there will not be a material adverse effect in the future.

[removed: Business, Operational] [added: Business] and [removed: Regulatory] [added: Operational] Risks

- Our business is impacted by general economic conditions and volatility in the [removed: U.S.] [added: United States (the “U.S.”)] and world [added: commodity and] financial markets.

In addition, natural and man-made [removed: disasters as well as] [added: disasters,] the outbreak of pandemic or contagious [removed: diseases] [added: diseases, such as COVID-19, and military conflict, such as the ongoing military conflict between Russia and Ukraine,] introduce volatility and uncertainty into the global capital and commodities markets and negatively impact general economic conditions.

Because we operate globally and have significant businesses in many markets, increased volatility or an economic slowdown in any of those markets [added: have adversely affected and] could [added: in the future] adversely affect our results of operations.

- Since a significant component of our credit-rating [added: and issuance] based revenue is transaction-based, and is essentially dependent on the number and dollar volume of debt securities issued in the capital markets, unfavorable financial or economic conditions that either reduce investor demand for debt securities or reduce issuers’ willingness or ability to issue such securities tend to reduce the number and dollar volume of debt issuances for which Ratings provides credit ratings.

- Our Indices business is impacted by market volatility, asset levels [added: or notional values] of investment products [removed: tracking] [added: based on our] indices, and trading volumes of certain exchange traded derivatives.

Volatile capital markets, as well as changing investment styles, among [added: other factors, may influence an investor’s decision to invest in and maintain an investment in an index-linked investment product.]

- Increases in interest rates or credit spreads, volatility in financial markets or the interest rate environment, significant political or economic events, defaults of significant issuers and other market and economic factors may negatively impact the general level of debt issuance, the debt issuance plans of certain categories of borrowers, the level of derivatives trading and/or the types of credit-sensitive products being offered, [removed: any of] which [added: have historically impacted our Ratings segment and portions of our Market Intelligence, Commodity Insights and Indices segments, and in the future] could have a material adverse effect on our business, financial condition or results of operations.

- Our [removed: Platts] [added: Commodity Insights] business is impacted by volatility in the commodities markets.

[removed: Weak economic conditions, especially] [added: Such volatility] in our key markets, including the energy industry, [added: has historically caused, and] could [removed: reduce] [added: in the future cause, reduced] demand for our products, impacting our revenues and margins.

[removed: As a result of volatility] [added: Changes] in commodity [removed: prices and] [added: price references, whether price assessments, benchmarks or the related] trading activity in physical commodities and commodities derivatives, [removed: we may encounter difficulty in achieving sustained market acceptance of past or future contract terms, which] could have a material adverse effect on our financial position, results of operations and cash flows.

- Any weakness in the macroeconomic [removed: environment] [added: environment, including due to recession, inflation, increasing interest rates and other factors,] could constrain customer budgets across the markets we serve, potentially leading to a reduction in their employee headcount and a decrease in demand for our subscription-based products.

- [removed: All of our] [added: Our] businesses [added: often] have access to material non-public information concerning the Company’s customers, including sovereigns, [removed: corporate issuers] [added: public] and [added: private companies, and] other third parties around the world, the unauthorized disclosure of which could affect the trading markets for such customers’ securities and could damage such customers’ competitive positions.

The cyber risks the Company faces range from cyber attacks common to most industries, to more sophisticated and targeted attacks, [removed: some of which may be] [added: including attacks] carried out by state-sponsored actors, intended to obtain unauthorized access to certain information or systems due in part to our prominence in the global marketplace, such as our ratings on debt issued by sovereigns and corporate issuers, [added: our impending methodology changes in our benchmarks businesses,] or the composition of our indices.

Unauthorized disclosure of this information could cause our customers to lose faith in our ability to protect their [added: or our own] confidential information and therefore cause customers to cease doing business with us.

- We [added: and our third-party service providers, including our vendors,] experience cyber attacks and data breaches of varying degrees on a regular basis.

- [removed: We] [added: In the ordinary course of business, we] are [removed: regularly] exposed to vulnerabilities in widely deployed third-party [removed: software we deploy in the ordinary course of business, such as the recently identified Log4J vulnerability.][added: software.]

Notwithstanding our efforts, there can be no assurance that we will not suffer a material adverse effect resulting from vulnerabilities in widely deployed [added: third-party] software.

[removed: -] Breaches of our or our [removed: vendors’] [added: third-party service providers’] systems and networks, whether from circumvention of security systems, denial-of-service attacks or other cyber attacks, hacking, computer viruses or malware, employee error, malfeasance, physical breaches or other actions, may cause material interruptions or malfunctions in our or such [removed: vendors’] [added: third-party service providers’] websites, applications or data processing, or may compromise the confidentiality and integrity of material information regarding us, our business or our customers.

- Misappropriation, improper modification, destruction, corruption or unavailability of our data and [removed: information] [added: information, including personal data,] due to cyber incidents, attacks or other security [removed: breaches] [added: breaches, or the perception of such an occurrence,] could damage our brand and reputation, result in [removed: litigation and] [added: litigation,] regulatory actions, [removed: and] [added: sanctions or other statutory penalties,] lead to loss of customer confidence in our security measures and reliability, which would harm our ability to retain customers and gain new [removed: ones.][added: ones, result in financial losses that are either not insured against or not fully covered through any insurance maintained by us, and lead to increased expenses related to addressing or mitigating the risks associated with any such incidents.]

[added: Certain techniques] used to obtain unauthorized access, introduce malicious software, disable or degrade service, or sabotage systems may be designed to remain dormant until a triggering event and we may be unable to anticipate these techniques or implement adequate preventative measures since techniques change frequently or are not recognized until launched.

- Given [removed: the extent to which] our businesses are [added: often] privy to material non-public information concerning our customers, our data could be improperly used, including for insider trading by our employees and [removed: third party] [added: third-party] vendors with access to key systems.

We have experienced insider trading incidents involving employees in the past, and it is not always possible to deter misconduct by employees or [removed: third party] [added: third-party] vendors.

We take precautions to detect and prevent such activity, including implementing and training on insider trading policies for our employees and contractual obligations for our [removed: third party] [added: third-party] vendors, but such precautions are not guaranteed to deter misconduct.

Cybersecurity, Technology and Innovation Risks

Our size, scale and role in the global markets puts us at greater risk for cyber attacks and other cyber-security risks.

Our systems and those of our third-party service providers are exposed to risks related to cybersecurity and protection of confidential information, including material non-public information, which could have a material adverse effect on our business, financial condition or results of operations.

Some of our own products and services also include material non-public information that could affect trading markets.

While such vulnerabilities have not resulted in a material adverse effect on the Company to date, they require us to devote

time and resources to remediation on a regular basis.

- We are exposed to additional cyber security risks as we continue our integration with IHS Markit Ltd. (“IHS Markit”) following our merger, as described in the risk factor below entitled “The process of integrating the businesses of S&P Global and IHS Markit following the Merger involves significant costs, resources and challenges, which may materially adversely impact the anticipated synergies of the Merger and our business, financial condition and results of operations.”

- While we conduct cyber due diligence during the acquisition process, following the completion of acquisitions, we have identified weaknesses and vulnerabilities in acquired entities’ information systems, which expose us to unexpected liabilities or make our own systems more vulnerable to a cyber attack.

The markets in which we operate continuously change to adapt to customer needs.

For instance, certain of our new processes require manual data entry or collection before they can be automated, which subjects them to greater risk of human error.

We may also face unexpected challenges in execution that may require more management attention than expected, thus diverting

management time and energy from other businesses.

- We are transitioning our technology to cloud-based infrastructure, which is complex, time consuming, and can involve substantial expenditures.

Our utilization of cloud services is critical to developing and providing products and services to our customers, scaling our business for future growth, accurately maintaining data and otherwise operating our business; any such implementation involves risks inherent in the conversion to a new system, including loss of information and potential disruption to our normal operations.

We may discover deficiencies in our design or implementation or maintenance of the new cloud-based systems that could adversely affect our business.

Any disruption to either the outsourced systems or the communication links between us and the outsourced supplier could negatively affect our ability to operate our data systems, and could impair our ability to provide services to our customers.

Social and ethical issues relating to the use of new and evolving technologies, such as AI, in our offerings may result in reputational harm, liability and increased costs.

Social and ethical issues relating to the use of new and evolving technologies, such as artificial intelligence (“AI”), in our offerings may result in reputational harm and liability, and may cause us to incur additional research and development costs to resolve such issues.

We are increasingly building AI into many of our offerings.

As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business.

If we enable or offer solutions that draw controversy due to their perceived or actual impact on society, we may experience brand or reputational harm, competitive harm or legal liability.

Potential government regulation related to AI use and ethics may also increase the burden and cost of research and development in this area, and failure to properly remediate AI usage or ethics issues may cause public confidence in AI to be undermined, which could slow adoption of AI in our products and services.

The rapid evolution of AI will require the application of resources to develop, test and maintain our products and services to help ensure that AI is implemented ethically in order to minimize unintended, harmful impact.

Emerging AI applications may require additional investment in the development of proprietary datasets and machine learning models, and development of new approaches and processes, which may be costly and could impact our profit margin.

Developing, testing, and deploying AI systems may also increase the cost profile of our offerings due to the nature of the computing costs involved in such systems.

Our use of open source software could result in litigation or impose unanticipated restrictions on our ability to commercialize our products and services.

We use open source software in our technology, most often as small components within a larger product or service.

Open source code is also contained in some third-party software we rely on.

The terms of many open source licenses are ambiguous and have not been interpreted by U.S. or other courts.

These licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products and services, licenses the software on unfavorable terms, or requires us to re-engineer our products and services or take other remedial actions, any of which could have a material adverse effect on our business.

We could also be subject to suits by parties claiming breach of the terms of licenses, which could be costly for us to defend.

misappropriation.

In addition, even in jurisdictions where there are strong protections for intellectual property rights, our ability to enforce our intellectual property rights may be impacted by the number of competitors attempting to infringe or misappropriate our intellectual property.

- The physical or technological infrastructure used by us or our third-party service providers can become obsolete or restrictive, unavailable, incompatible with future versions of our products, fail to be comprehensive or accurate, or fail to operate effectively, and our business could be adversely affected if we are unable to timely or effectively replace it.

Legal and Regulatory Risks

From time to time, we also face proceedings, investigations or inquiries related to tax matters.

As a result, we cannot

There are currently a number of laws and regulations in the EU, the U.K., the U.S. and other jurisdictions in which we operate that have recently been adopted but not yet implemented or have been proposed or are being considered to which we or our clients will or may become subject, but at this time their impact on our business and results of operations remains uncertain.

Any of the foregoing changes could increase our litigation and regulatory exposure, directly impact our results of operations and cash flows, adversely affect our ability to provide our products and services, or adversely impact the demand for our products and services.

Indices is also supervised by the Financial Conduct Authority for the U.K. Benchmark Regulation.

Merger Risks

The Merger is subject to conditions, some of which may not be satisfied, or completed on a timely basis, if at all.

Failure to complete, or unexpected delays in completing, the Merger or any termination of the Merger Agreement could have material adverse effects on us.

On November 29, 2020, we, our wholly-owned subsidiary, Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares ( “Merger Sub”), and IHS Markit, entered into an Agreement and Plan of Merger (as amended on January 20, 2021, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into IHS Markit, with IHS Markit surviving such merger as our wholly-owned, direct subsidiary.

The completion of the Merger is subject to a number of conditions, including, among other things, the receipt of certain regulatory approvals, as well as the accuracy of all representations and warranties of IHS Markit and the absence of a material adverse effect since the date of the Merger Agreement, which make the completion and timing of the Merger uncertain.

The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring at all.

There can be no assurance that the conditions to the completion of the Merger will be satisfied or waived or that the Merger will be completed.

In addition, either S&P Global or IHS Markit may terminate the Merger Agreement under certain circumstances, including if the Merger is not completed by the outside date determined pursuant to the Merger Agreement, which is May 29, 2022.

In certain circumstances, upon termination of the Merger Agreement, S&P Global would be required to pay a termination fee of $2.380 billion to IHS Markit, and in certain circumstances, IHS Markit would be required to pay a termination fee of $1.075 billion to S&P Global, upon termination of the Merger Agreement, each as contemplated by the Merger Agreement.

Moreover, at any time before or after the completion of the Merger, and notwithstanding the termination of applicable waiting periods, the applicable U.S. or foreign regulatory authorities or any state attorney general could take such action under antitrust or other applicable laws as such party deems necessary or desirable in the public interest.

Such action could include, among other things, seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties.

In response to feedback from U.S. and foreign regulatory authorities, we and IHS Markit have agreed to divest certain businesses in order to procure regulatory approval of the Merger.

On July 31, 2021, S&P Global, IHS Markit and News Corporation entered into a stock and asset purchase agreement, pursuant to which IHS Markit will sell all right, title and interest to certain of its pricing information businesses, including its Oil Price Information Services (OPIS), Coal, Metals and Mining, and PetroChem Wire businesses, to News Corporation for a purchase price of $1.15 billion.

On December 27, 2021, S&P Global and IHS Markit announced agreements to sell IHS Markit’s Base Chemicals business to News Corporation for $295 million, and S&P Global’s CUSIP Global Services business to FactSet Research Systems for $1.925 billion.

S&P Global has also committed to divest its Leveraged Commentary and Data (LCD) business, together with a related family of leveraged loan indices, in connection with a conditional approval for the Merger from the European Commission.

The completion of each of these divestiture transactions is subject to a number of conditions, including, among other things, the receipt of certain regulatory approvals, which make the completion and timing of these transactions uncertain.

The failure to satisfy all of the required conditions could delay the completion of these transactions for a significant period of time or prevent each from occurring at all.

There can be no assurance that the conditions to the completion of any of these transactions will be satisfied or waived or that these transactions will be completed (and, if such transactions are not completed, it may materially adversely affect the completion of the Merger).

If the Merger is not completed, we may be materially adversely affected and, without realizing any of the benefits of having completed the Merger, will be subject to a number of risks, including the following: the market price of our common stock could decline; if the Merger Agreement is terminated, we will not realize the benefit of the time and resources, financial and otherwise, committed by our management to matters relating to the Merger that could have been devoted to pursuing other beneficial opportunities; we may experience negative reactions from the financial markets or from their respective customers, suppliers or employees; and we will be required to pay our expenses relating to the Merger, such as legal, accounting and financial advisory fees, whether or not the Merger is completed.

In addition, if the Merger is not completed, we could be subject to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against such party to perform its obligations under the Merger Agreement.

Any of these risks could materially and adversely impact our ongoing business, financial condition, results of operations and the market price of our common stock.

Similarly, delays in the completion of the Merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with delay and uncertainty about completion of the merger and could materially and adversely impact our ongoing business, financial condition, results of operations and the market price of our common stock.

We are subject to business uncertainties and contractual restrictions while the Merger and related divestitures are pending, which could adversely affect our business and operations.

In connection with the pendency of the Merger and related divestitures, it is possible that some customers, suppliers, partners and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us as a result of the Merger, a divestiture or otherwise, which could negatively affect our revenue, earnings and/or cash flow, as well as the market price of our common stock, regardless of whether the Merger or any such divestiture is completed.

In addition, under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger, which may adversely affect our ability to execute certain of our business strategies, including the ability in certain cases to acquire or dispose of assets or pay dividends or incur capital expenditures above a certain amount.

Such limitations could adversely our business and operations prior to the completion of the Merger.

We may be unable to successfully integrate the businesses of S&P Global and IHS Markit or realize the anticipated benefits of the Merger.

The success of the Merger will depend, in part, on our ability to successfully combine and integrate our existing business with that of IHS Markit, and realize the anticipated benefits, including synergies, cost savings, innovation and technological opportunities and operational efficiencies from the Merger in a manner that does not materially disrupt existing customer, supplier and employee relations and does not result in decreased revenues due to losses of, or decreases in demand by, customers.

Our ability to realize these anticipated benefits is subject to certain risks, including whether we will perform as expected, the possibility that we paid more for IHS Markit than the value we will derive from the Merger and the assumption of known and unknown liabilities of IHS Markit.

If we are unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, and the value of our common stock may decline.

We may fail to realize some or all of the anticipated benefits of the Merger if the integration process takes longer than expected or is more costly than expected.

The integration of the two companies may result in material challenges, including: managing a larger, more complex combined business; maintaining employee morale and retaining key management and other employees; retaining existing business and operational relationships, including customers, suppliers and employees and other counterparties, as may be impacted by contracts containing consent and/or other provisions that may be triggered by the merger, and attracting new business and operational relationships; consolidating corporate and administrative infrastructures and eliminating duplicative operations, including unanticipated issues in integrating financial reporting, information technology infrastructure, data and content management systems and product platforms, communications and other systems; coordinating geographically separate organizations, including consolidating offices of S&P Global and IHS Markit that are currently in or near the same location; harmonizing both companies’ corporate cultures, operating practices, employee development and compensation programs, internal controls, compliance programs and other policies, procedures and processes; addressing possible differences in business backgrounds, and management philosophies; managing the impact of divestitures; and unforeseen expenses or delays associated with the Merger (which has already been delayed beyond our initial expectations of closing in 2021).

Many of these factors will be outside of our control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and other adverse impacts, which could materially affect the combined company’s business, financial condition and results of operations.

Due to legal restrictions, S&P Global and IHS Markit are currently permitted to conduct only limited planning for the integration of the two companies following the Merger.

The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized on a timely basis, if at all.

We expect to incur substantial expenses, and devote significant resources, in connection with the completion of the Merger and related divestitures, and the integration of a large number of processes, policies, procedures, operations, technologies and systems of S&P Global and IHS Markit in connection with the Merger.

anticipated synergies of the Merger and the business, financial condition and results of operations of the combined company.

Some of these expenses have already been incurred or may be incurred regardless of whether the Merger is completed.

If the Merger is completed, our shareholders’ ownership percentage will be diluted.

If the Merger is completed, we will issue to IHS Markit shareholders shares of our common stock.

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, [added: “S&P Global,”] the “Company,” “we,” “us” or “our”) for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

The MD&A provides information [removed: of] [added: on] factors that we believe are important in understanding our results of operations and comparability and certain other factors that may affect our future results.

The MD&A should be read in conjunction with the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] which have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).

We are a [removed: leading] provider of [removed: transparent and independent] [added: credit] ratings, benchmarks, analytics and [removed: data to] [added: workflow solutions in] the [removed: capital] [added: global capital, commodity, automotive] and [removed: commodity markets worldwide.][added: engineering markets.]

The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; [removed: and] the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals [added: & steel] and [removed: agriculture.][added: agriculture; the automotive markets include manufacturers, suppliers, dealerships and service shops; and the engineering markets include engineers, builders, and architects.]

- Market Intelligence is a global provider of multi-asset-class [removed: data, research] [added: data] and [removed: analytical capabilities, which integrate cross-asset] analytics [removed: and desktop services.][added: integrated with purpose-built workflow solutions.]

- [removed: Platts] [added: Commodity Insights] is [removed: the] [added: a] leading independent provider of information and benchmark prices for the commodity and energy markets.

During the three years ended December 31, [removed: 2021,] [added: 2022,] we have returned approximately [removed: $4.3] [added: $15.6] billion to our shareholders through a combination of share repurchases and our quarterly dividends: we completed share repurchases of approximately [removed: $2.4] [added: $13.2] billion and distributed regular quarterly dividends totaling approximately [removed: $1.9] [added: $2.4] billion.

Also, on January [removed: 26, 2022,] [added: 25, 2023,] the Board of Directors approved a quarterly common stock dividend of [removed: $0.77] [added: $0.90] per share.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: ’21] [added: ’22] vs [removed: ’20] [added: ’21] | | | | | | [removed: ’20] [added: ’21] vs [removed: ’19] [added: ’20] | | |

| Revenue | | | $ | [removed: 8,297] [added: 11,181] | | | | | $ | [removed: 7,442] [added: 8,297] | | | | | $ | [removed: 6,699] [added: 7,442] | | | | | [removed: 11%] [added: 35%] | | | | | | 11% | | |

| Operating profit 2 | | | $ | [removed: 4,221] [added: 4,944] | | | | | $ | [removed: 3,617] [added: 4,221] | | | | | $ | [removed: 3,226] [added: 3,617] | | | | | 17% | | | | | | [removed: 12%] [added: 17%] | | |

| % Operating margin | | | [removed: 51] [added: 44] | | % | | | | [removed: 49] [added: 51] | | % | | | | [removed: 48] [added: 49] | | % | | | | | | | | | | | | |

| Diluted earnings per share from net income | | | $ | [removed: 12.51] [added: 10.20] | | | | | $ | [removed: 9.66] [added: 12.51] | | | | | $ | [removed: 8.60] [added: 9.66] | | | | | [removed: 29%] [added: (18)%] | | | | | | [removed: 12%] [added: 29%] | | |

[removed: 2] 2021 includes IHS Markit merger costs of $249 million, employee severance charges of $19 million, gain on dispositions of $11 million, a lease impairment of $3 million, Kensho retention related expense of $2 million, acquisition-related costs of $4 million and recovery of lease-related costs of $2 million.

Revenue [removed: growth at Market Intelligence was] [added: increased 7%] driven by subscription revenue growth [removed: in] [added: for RatingsXpress®, RatingsDirect®, certain] Market Intelligence Desktop products, [removed: Credit Risk Solutions] and [added: certain data feed products within] Data [removed: Management] [added: and Advisory] Solutions.

Foreign exchange rates had [removed: a favorable] [added: an unfavorable] impact of less than 1 percentage point.

Revenue [removed: growth at Ratings was mainly] [added: decreased in 2022 primarily] driven by [removed: higher] [added: declines in] corporate bond ratings revenue, [removed: partially offset by a decrease in] bank loan ratings [removed: revenue and] [added: revenue,] structured finance transaction [removed: revenues.][added: revenues, partially offset by an increase in revenue at our CRISIL subsidiary.]

Revenue [removed: growth] at Indices [removed: was] [added: increased 16% primarily] due to higher [removed: assets under management] [added: average levels of AUM] for ETFs and mutual [removed: funds, an increase in exchange-traded derivatives revenue] [added: funds] and higher data subscription [added: revenue, partially offset by lower exchange-traded derivative] revenue.

Operating profit increased [removed: 12%,] [added: 14%] with [removed: a favorable] [added: an unfavorable] impact from foreign exchange rates of [added: less than] 1 percentage point.

Excluding the impact of [removed: a] higher [removed: lease impairment charges in 2020 of 3 percentage points, higher] employee severance charges in 2020 of [removed: 1 percentage point, a higher gain on dispositions in 2019 of 1] [added: 3] percentage [removed: point primarily related to the sale of RigData and Standard & Poor's Investment Advisory Services LLC ("SPIAS")] [added: points] and [removed: IHS Markit merger] [added: higher lease-related] costs in 2020 of [removed: 1 percentage point,] [added: 1%,] operating profit increased [removed: 18%.][added: 10%.]

The increase was primarily due to revenue [removed: growth at all of our reportable segments combined with a decrease in travel] [added: growth, lower incentive costs] and [removed: entertainment expenses] [added: lower occupancy costs] from [removed: non-essential travel restrictions in response to the 2019 novel coronavirus ("COVID-19"),] [added: reduced real estate footprint,] partially offset by [added: expenses associated with the merger with IHS Markit,] an increase in [removed: incentive costs and higher] compensation costs driven by [added: additional headcount and] annual merit [removed: increases] and [removed: additional headcount.][added: promotion increases, the resumption of business travel from the lifting of COVID restrictions, higher outside services expenses and an increase in technology expenses.]

We seek to deliver on this purpose in line with our core values of [removed: integrity, excellence] [added: discovery, partnership] and [removed: relevance.][added: integrity.]

In [removed: 2022,] [added: 2023,] we [removed: will strive] [added: are striving] to deliver on our strategic priorities in the following key areas:

[removed: *•*Meeting] [added: - Meeting] or exceeding [removed: year 1 cost and revenue synergy targets from] our [removed: merger commitments as well as our] organic revenue growth and EBITA margin targets;

[removed: *•*Maintaining our] [added: *•*Driving continuous] commitment to risk management, [removed: control and compliance and strengthening engagement] [added: compliance,] and [removed: partnership] [added: control] across [removed: the company.][added: S&P Global; and]

- [removed: Improving] [added: Continuing to improve] diverse representation through hiring, advancement and retention, while continuing to raise awareness through Diversity, Equity, and Inclusion education; and

See Item 1A, *Risk [removed: Factors*,] [added: Factors*] in this Annual Report on Form 10-K.

Further projections and discussion on our [removed: 2022] [added: 2023] outlook for our segments can be found within “ – Results of Operations”.

| Revenue | | | $ | [removed: 8,297] [added: 11,181] | | | | | $ | [removed: 7,442] [added: 8,297] | | | | | $ | [removed: 6,699] [added: 7,442] | | | | | [removed: 11%] [added: 35%] | | | | | | 11% | | |

| Operating-related expenses | | | [removed: 2,195] [added: 3,766] | | | | | | [removed: 2,094] [added: 2,195] | | | | | | [removed: 1,976] [added: 2,094] | | | | | | [removed: 5%] [added: 72%] | | | | | | [removed: 6%] [added: 5%] | | |

| Selling and general expenses | | | [removed: 1,714] [added: 3,383] | | | | | | [removed: 1,541] [added: 1,714] | | | | | | [removed: 1,342] [added: 1,541] | | | | | | [removed: 11%] [added: 97%] | | | | | | [removed: 15%] [added: 11%] | | |

| Depreciation and amortization | | | [removed: 178] [added: 1,013] | | | | | | [removed: 206] [added: 178] | | | | | | [removed: 204] [added: 206] | | | | | | [removed: (13)%] [added: N/M] | | | | | | [removed: 1%] [added: (13)%] | | |

| Total expenses | | | [removed: 4,087] [added: 8,162] | | | | | | [removed: 3,841] [added: 4,087] | | | | | | [removed: 3,522] [added: 3,841] | | | | | | [removed: 6%] [added: N/M] | | | | | | [removed: 9%] [added: 6%] | | |

| Gain on dispositions | | | [removed: (11)] [added: (1,898)] | | | | | | [removed: (16)] [added: (11)] | | | | | | [removed: (49)] [added: (16)] | | | | | | [removed: (30)%] [added: N/M] | | | | | | [removed: (67)%] [added: (30)%] | | |

| Operating profit | | | [removed: 4,221] [added: 4,944] | | | | | | [removed: 3,617] [added: 4,221] | | | | | | [removed: 3,226] [added: 3,617] | | | | | | 17% | | | | | | [removed: 12%] [added: 17%] | | |

| Other [removed: (income) expense,] [added: income,] net | | | [removed: (62)] [added: (70)] | | | | | | [removed: (31)] [added: (62)] | | | | | | [removed: 98] [added: (31)] | | | | | | [removed: (96)%] [added: (14)%] | | | | | | [removed: NM] [added: (96)%] | | |

| Interest expense, net | | | [removed: 119] [added: 304] | | | | | | [removed: 141] [added: 119] | | | | | | 141 | | | | | | [removed: (16)%] [added: N/M] | | | | | | [removed: —%] [added: (16)%] | | |

| Loss on extinguishment of debt | | | [removed: —] [added: 8] | | | | | | [removed: 279] [added: —] | | | | | | [removed: 57] [added: 279] | | | | | | N/M | | | | | | N/M | | |

| Provision for taxes on income | | | [removed: 901] [added: 1,180] | | | | | | [removed: 694] [added: 901] | | | | | | [removed: 627] [added: 694] | | | | | | [removed: 30%] [added: 31%] | | | | | | [removed: 11%] [added: 30%] | | |

During 2022, following the completion of our merger with IHS Markit, we reorganized our reportable segments increasing from four reportable segments to six reportable segments consisting of: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Commodity Insights (“Commodity Insights”), S&P Global Mobility (“Mobility”), S&P Dow Jones Indices (“Indices”) and S&P Global Engineering Solutions (“Engineering Solutions”).

The creation of the two additional segments in 2022 did not materially impact prior years’ reportable segments.

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

- Engineering Solutions is a leading provider of engineering standards and related technical knowledge.

On February 28, 2022, we completed the merger with IHS Markit Ltd (“IHS Markit”) by acquiring 100% of the IHS Markit common stock that was issued and outstanding as of the date of acquisition, and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the consolidated financial statements as of and for the year ended December 31, 2022 include the financial results of IHS Markit from the date of acquisition.

The merger with IHS Markit, a world leader in critical information, analytics, and solutions for the major industries and markets that drive economies, brings together two world-class organizations with leading brands and capabilities across information services that will be uniquely positioned to serve, facilitate and power the markets of the future.

On January 14, 2023, we entered into a securities and asset purchase agreement with Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) to sell our Engineering Solutions business for $975 million in cash, subject to customary purchase price adjustments.

We currently anticipate the divestiture to result in after-tax proceeds of approximately $750 million, which proceeds are expected to be used for share repurchases.

The agreement follows our announced intent in November of 2022 to divest the business.

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

The transaction, which is subject to receipt of required regulatory approvals and satisfying other customary closing conditions, is expected to close by the end of the second quarter of 2023.

2 Operating profit for the year ended December 31, 2022 includes a gain on dispositions of $1.9 billion, IHS Markit merger costs of $619 million, employee severance charges of $289 million, a S&P Foundation grant of $200 million, disposition-related costs of $24 million, a gain on acquisition of $10 million, an asset impairment of $9 million, lease impairments of $5 million, legal costs of $5 million, an asset write-off of $4 million and an acquisition-related benefit of $4 million.

2022, 2021 and 2020 also includes amortization of intangibles from acquisitions of $905 million, $96 million and $123 million, respectively.

*2022*

Revenue increased 35% primarily due to the impact of the merger with IHS Markit; subscription revenue growth for certain Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data & Advisory Solutions at Market Intelligence; continued demand for market data and market insights products and higher conference revenue at Commodity Insights; higher exchange-traded derivative revenue, higher average levels of assets under management for mutual funds and higher data subscription revenue at Indices.

These increases were partially offset by a decrease in revenue at Ratings due to lower corporate bond ratings revenue driven by a decrease in high-yield and investment-grade issuance volumes, lower bank loan ratings revenue and a decrease in structured finance revenue.

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

Operating profit increased 17%.

increased 12%.

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

Our purpose is to accelerate progress.

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

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

*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; and

- Continuing to invest in customer facing solutions and processes.

*Grow and Innovate*

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

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

- Growing the value of S&P Global’s brand through an integrated marketing and communication strategy; driving awareness and consideration across the product offering.

*Data and Technology*

- Efficient integration, accessibility and governance of enterprise data assets, with initial focus on sustainability data, data science and enterprise-wide data management through the formation of a data council to drive enterprise value creation;

- Advancing transition to optimize tech spend practice i.e., shifting the balance towards funding higher growth innovation, establishing key spend benchmarks and 3-year transition plan; and

- Continuing momentum in transitioning all products and services to a cloud-based ecosystem while implementing technologies that align to our customer needs and unlock new opportunities.

*Lead and Inspire*

- 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.

*Execute and Deliver*

- Creating a more sustainable impact.

| Equity in Income on Unconsolidated Subsidiaries | | | (27) | | | | | | — | | | | | | — | | | | | | N/M | | | | | | N/M | | |

| Revenue | | | $ | 11,181 | | | | | $ | 8,297 | | | | | $ | 7,442 | | | | | 35% | | | | | | 11% | | |

Our operations consist of four reportable segments: S&P Global Ratings ("Ratings"), S&P Global Market Intelligence ("Market Intelligence"), S&P Global Platts ("Platts") and S&P Dow Jones Indices ("Indices").

*Merger Agreement*

In November of 2020, S&P Global and IHS Markit Ltd ("IHS Markit") entered into a merger agreement, pursuant to which, among other things, a subsidiary of S&P Global will merge with and into IHS Markit, with IHS Markit surviving the merger as a wholly owned subsidiary of S&P Global.

Under the terms of the merger agreement, each share of IHS Markit issued and outstanding (other than excluded shares and dissenting shares) will be converted into the right to receive 0.2838 fully paid and nonassessable shares of S&P Global common stock (and, if applicable, cash in lieu of fractional shares, without interest), less any applicable withholding taxes.

On March 11, 2021, S&P Global and IHS Markit shareholders voted to approve the merger agreement.

As of December 31, 2021, IHS Markit had approximately 399.1 million shares outstanding.

Subject to certain closing conditions, the merger is expected to be completed in the first quarter of 2022.

Following the expected closing of the merger with IHS Markit, the Board of Directors will revisit the dividend policy of the combined Company.

2019 includes a gain on the sale of RigData and SPIAS of $27 million and $22 million, respectively, employee severance charges of $25 million, Kensho retention related expense of $21 million, lease impairments of $11 million and acquisition-related costs of $4 million.

*2020*

Revenue increased 11%, with a favorable benefit of 1 percentage point from the net impact of recent acquisitions and dispositions, driven by increases at all of our reportable segments.

The revenue increase at Platts was primarily due to continued demand for market data, price assessment and analytics products.

We are continuing to closely monitor the impact of the outbreak of COVID-19 on all aspects of our business as the pandemic and associated macroeconomic impacts continue to evolve.

While COVID-19 did not have a material adverse effect on our reported results for the years ended December 31, 2021 and 2020, we are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows.

Our purpose is to provide the intelligence that is essential for companies, governments and individuals to make decisions with conviction.

- Continuing to fund key growth areas - Environmental, Social and Governance ("ESG"), Energy Transition, China, Small and Medium-sized Enterprise/Private Markets, Credit and Risk Management, Distribution and Multi-asset, Thematic and Factor Indices - and support with disciplined organic, inorganic and partnership strategies; and

- Demonstrating active leadership in ESG disclosure through advocacy, best-in-class SPGI disclosure and meaningful progress against our stated environmental sustainability targets.

*Customer*

*•*Accelerating Sustainable1's growth and market position with a specific focus on Energy transition, Climate and on improving market share in ESG Data/Scores and ESG Indices;

- Continuing to grow and defend the core and delivering our key initiatives, while leveraging the combined company's extended capabilities; delivering our products across multiple channels, e.g., feeds and Application Programming Interfaces, aligned to our customer's needs;

- Responding to evolving customer needs and driving innovation leveraging our data, technology, and deep industry expertise by developing a digital ecosystem strategy with collaboration across customers, vendors and technology partners;

- Differentiating through innovative solutions including data science, Artificial Intelligence, Machine Learning and next generation tools to unlock the power of our data and insights; and

- Growing S&P Global's brand through an integrated marketing and communications strategy while protecting our reputation.

*Operations*

- Delivering on the key integration projects that help transform the company and delivering on merger commitments;

- Enhancing the tools and processes our people use to better service our customers, expand intelligence and analytics capabilities, support data-driven decisions and improve end-user productivity;

- Reimagining and implementing the future hybrid office model by standardizing our technology to reshape where we work, how we work and how we serve;

- Advancing our technical capabilities, data transformation and building the next generation of products and services using the combined entity's data, technology & expertise; and

*People*

*•*Rolling out and embedding our new purpose and values to unify and combine S&P Global;

- Encouraging career mobility and career development through career coaching and Thrive;

- Attracting and retaining our people through recognition programs, learning opportunities and fair compensation.

Higher data subscription revenue at Indices also contributed to subscription revenue growth.

Non-transaction revenue increased primarily due to an increase in surveillance revenue, royalty revenue, and higher RES activity.

| Platts 3 | | | 214 | | | | | | 207 | | | | | | 196 | | | | | | 207 | | | | | | 9% | | | | | | —% | | |

| (in millions) | | | 2020 | | | | | | | | | | | | 2019 | | | | | | | | | | | | % Change | | | | | | | | |

| Ratings 1 | | | $ | 950 | | | | | $ | 393 | | | | | $ | 897 | | | | | $ | 392 | | | | | 6% | | | | | | —% | | |

| Market Intelligence 2 | | | 905 | | | | | | 523 | | | | | | 836 | | | | | | 480 | | | | | | 8% | | | | | | 9% | | |

| Platts 3 | | | 196 | | | | | | 207 | | | | | | 197 | | | | | | 196 | | | | | | (1)% | | | | | | 6% | | |

| Indices 4 | | | 146 | | | | | | 168 | | | | | | 138 | | | | | | 139 | | | | | | 6% | | | | | | 20% | | |

As of December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates and cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates.

[removed: During the twelve months ended] [added: As of] December 31, [added: 2022 and December 31,] 2021, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing.

S&P Global Inc. (together with its consolidated subsidiaries, [added: “S&P Global,”] the “Company,” the “Registrant,” “we,” “us” or “our”) is a [removed: leading] provider of [removed: transparent and independent] [added: credit] ratings, benchmarks, analytics and [removed: data to] [added: workflow solutions in] the [removed: capital] [added: global capital, commodity, automotive] and [removed: commodity markets worldwide.][added: engineering markets.]

The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; [removed: and] the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals [added: & steel] and [removed: agriculture.][added: agriculture; the automotive markets include manufacturers, suppliers, dealerships and service shops; and the engineering markets include engineers, builders, and architects.]

Our operations consist of [removed: four] [added: six] reportable segments: S&P Global [added: Market Intelligence (“Market Intelligence”), S&P Global] Ratings [removed: ("Ratings"),] [added: (“Ratings"),] S&P Global [removed: Market Intelligence ("Market Intelligence"),] [added: Commodity Insights (“Commodity Insights”),] S&P Global [removed: Platts ("Platts") and] [added: Mobility (“Mobility”),] S&P Dow Jones Indices [removed: ("Indices").][added: (“Indices”) and S&P Global Engineering Solutions (“Engineering Solutions”).]

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

- Desktop *—* a product suite that provides data, analytics and third-party research for global finance [added: and corporate] professionals, which includes the [removed: Market Intelligence Desktop] [added: Capital IQ platforms] (which are inclusive of [removed: the] S&P Capital IQ [added: Pro, Capital IQ, Office] and [removed: SNL Desktop] [added: Mobile] products);

[removed: - Credit Risk Solutions *—* commercial arm that sells Ratings' credit ratings and related data, analytics] [added: analytics,] and [removed: research,] [added: financial risk solutions] which includes subscription-based offerings, [added: RatingsXpress®,] RatingsDirect® and [removed: RatingsXpress®; and] Credit Analytics.

Subscription revenue at Market Intelligence is primarily derived from distribution of data, [added: valuation services,] analytics, [removed: third-party] [added: third party] research, and credit ratings-related information [removed: primarily] through [removed: web-based channels, including Market Intelligence Desktop, RatingsDirect®, RatingsXpress®,] [added: both feed] and [removed: Credit Analytics.][added: web-based channels.]

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

[removed: Platts] [added: Commodity Insights] is [removed: the] [added: a] leading independent provider of information and benchmark prices for the commodity and energy markets.

[removed: Platts] [added: Commodity Insights] provides essential price data, analytics, [removed: and] industry [removed: insight] [added: insights and software & services,] enabling the commodity and energy markets to perform with greater transparency and efficiency.

Key customers served by [removed: Platts] [added: Commodity Insights] include producers, traders and intermediaries within [removed: the] energy, petrochemicals, metals [added: & steel] and [removed: agriculture markets.][added: agriculture.]

[removed: Platts'] [added: Mobility's] revenue is generated primarily through the following sources:

- Subscription revenue *—* primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information [removed: products;][added: products and software term licenses;]

- Sales usage-based royalties *—* primarily from licensing [removed: of] our proprietary market price data and price assessments to commodity exchanges; and

- Non-subscription revenue *—* conference sponsorship, consulting engagements, [added: events,] and [removed: events.][added: perpetual software licenses.]

Indices’ mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative [removed: products] [added: products,] and provide investors with tools to monitor world markets.

Indices derives revenue from asset-linked fees when investors direct funds into its proprietary designed or owned indexes, sales-usage [added: based] royalties of its indices, [removed: and to a lesser extent] [added: as well as] data subscription arrangements.

[removed: *•*Investment] [added: - Investment] vehicles *—* asset-linked fees such as [removed: exchange traded funds (“ETFs”)] [added: ETFs] and mutual funds, that are based on the S&P Dow Jones Indices' benchmarks that generate revenue through fees based on assets and underlying funds;

The relative contribution of our reportable segments to operating revenue, operating profit, long-lived assets and geographic area for the three years ended December 31, [removed: 2021] [added: 2022] are included in Note 12 – *Segment and Geographic Information* to the consolidated financial statements under Item 8, *Consolidated Financial Statements and Supplementary Data*, in this Annual Report on Form 10-K.

[removed: ][added: ]

In connection with these responsibilities, the Chief Purpose Officer also partners with our Corporate Responsibility & Diversity, Equity & Inclusion team on the development and execution of the Company’s diversity, equity and inclusion roadmap and works closely with the CEO on executive succession planning and development of the talent succession pipeline for the Company’s [removed: Operating] [added: Executive] Committee.

The Company’s short-term incentive plan further reflects the significant role our people play in driving our enterprise strategy to Power [removed: the] [added: Global] Markets [removed: of the Future] by linking executive pay outcomes under our enterprise and division balanced scorecards to the achievement of strategic people priorities.

In [removed: 2021,] [added: 2022,] we focused on delivering on the following strategic People priorities across the enterprise:

- [removed: Improving] [added: Improve] diverse representation through [removed: talent acquisition,] [added: hiring,] advancement and retention, while continuing to raise awareness [removed: of racial education.][added: through DEI education]

To achieve our strategic people objectives, we support our employees through human capital management strategies that include diversity, equity and inclusion initiatives; learning and development programs; competitive compensation and benefits programs; [removed: workplace health, safety] [added: hybrid work, benefits] and well-being [removed: measures;] [added: programs;] and talent attraction, retention and engagement.

- Leadership Development - We invest in developing leaders at all levels of our organization through targeted programs designed to foster leadership excellence in [removed: new] people managers, develop emerging leaders and strengthen our executive talent bench, providing a robust internal succession pipeline for our [removed: Operating] [added: Executive] Committee.

*Competitive Compensation [removed: and Benefits] Programs*

We believe compensation and [removed: benefits] [added: recognition] programs are critical to the overall [removed: employee] [added: people] experience.

Offering market competitive, people-centric and performance-driven compensation [removed: and benefits] is key to our recruitment, talent management and retention strategies.

As a result, management regularly assesses employee feedback, competitor [removed: research] [added: research,] and market data to ensure our programs remain [removed: competitive] [added: competitive, equitable,] and are designed with our people’s [removed: physical, financial, work-life, mental and emotional health] [added: financial] and [added: social well-being in mind.]

Based on these insights, each year we continue to introduce new and enhanced “people first” [removed: benefits to advance employees’ well-being at work and beyond] [added: capabilities] in support of our [removed: “people first”] philosophy.

In early [removed: 2021,] [added: 2022,] most of our employees remained working from home and [removed: our plans to introduce] [added: we introduced] a new flexible return to office model [removed: and] [added: via a] phased approach [removed: to office re-openings evolved in response to changing dynamics throughout the year.][added: called anchor-flex.]

- [removed: unlimited] [added: flexible] paid compassion leave following [added: the] loss of a loved [removed: one;][added: one, based on individual needs and circumstances.]

- three months’ pay to family members following [added: the] loss of an [removed: employee;][added: employee.]

In order to attract and retain the high-quality talent needed to execute our long-term strategy [removed: to Power the Markets] of [removed: the Future,] [added: Powering Global Markets,] we believe it is critical for our people to feel motivated and empowered.

On February 28, 2022, we completed the merger with IHS Markit Ltd. (“IHS Markit”) by acquiring 100% of the IHS Markit common stock that was issued and outstanding as of the date of acquisition, and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the consolidated financial statements as of and for the year ended December 31, 2022 include the financial results of IHS Markit from the date of acquisition.

The merger with IHS Markit, a world leader in critical information, analytics, and solutions for the major industries and markets that drive economies, brings together two world-class organizations with leading brands and capabilities across information services that will be uniquely positioned to serve, facilitate and power the markets of the future.

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

- 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.

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;

- Enterprise Solutions *—* software and workflow solutions that help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements.

The portfolio includes industry leading financial technology solutions like Wall Street Office, Enterprise Data Manager, Information Mosaic, and iLevel.

Our Global Markets Group offering delivers bookbuilding platforms across multiple assets including municipal bonds, equities and fixed income; and

- Credit & Risk Solutions *—* commercial arm that sells Ratings' credit ratings and related data and research, advanced

Subscription revenue also includes software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term.

Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued.

*Commodity Insights*

Commodity Insights includes the following business lines:

- Energy & Resources Data & Insights *—* includes data, news, insights, and analytics for petroleum, gas, power & renewables, petrochemicals, metals & steel, agriculture, and other commodities;

- Price Assessments *—* includes price assessments and benchmarks, and forward curves;

- Upstream Data & Insights *—* includes exploration & production data and insights, software and analytics; and

- Advisory & Transactional Services *—* includes consulting services, conferences, events and global trading services.

Commodity Insights revenue is generated primarily through the following sources:

*Mobility*

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

Mobility operates globally, with staff located in over 17 countries.

- Subscription revenue *—* Mobility's core information products provide critical information and insights to all global OEMs, most of the world’s leading suppliers, and the majority of North American dealerships.

Mobility operates across both the new and used car markets.

Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components; supplies car makers and dealers with market reporting products, predictive analytics and marketing automation software; and supports dealers with vehicle history reports, used car listings and service retention solutions.

Mobility also sells a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities; and

- 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 Mobility business was acquired in connection with the merger with IHS Markit on February 28, 2022 and financial results are included since the date of acquisition.

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

*Engineering Solutions*

Engineering Solutions is a leading provider of engineering standards and related technical knowledge.

Engineering Solutions includes our Product Design offerings that provide technical professionals with the information and insight required to more effectively design products, optimize engineering projects and outcomes, solve technical problems and address complex supply chain issues.

Our offerings utilize advanced knowledge discovery technologies, research tools, and software-based engineering decision engines to advance innovation, maximize productivity, improve quality and reduce risk.

Engineering Solutions' revenue is generated primarily through the following sources:

- Subscription revenue *—* primarily from subscriptions to our Product Design offerings providing standards, codes and specifications; applied technical reference; engineering journals, reports, best practices, and other vetted technical reference; and patents and patent applications, which includes Engineering Workbench; Goldfire's cognitive search and other advanced knowledge discovery capabilities that help pinpoint answers buried in enterprise systems and unstructured data enabling engineers and technical professionals to accelerate problem solving; and

- Non-subscription revenue *—* primarily from retail transaction and consulting services.

The Engineering Solutions business was acquired in connection with the merger with IHS Markit on February 28, 2022 and financial results are included since the date of acquisition.

On January 14, 2023, we entered into a securities and asset purchase agreement with Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) to sell our Engineering Solutions business for $975 million in cash, subject to customary purchase price adjustments.

We currently anticipate the divestiture to result in after-tax proceeds of approximately $750 million, which proceeds are expected to be used for share repurchases.

The agreement follows our announced intent in November of 2022 to divest the business.

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

*Merger Agreement*

In November of 2020, S&P Global and IHS Markit Ltd ("IHS Markit") entered into a merger agreement, pursuant to which, among other things, a subsidiary of S&P Global will merge with and into IHS Markit, with IHS Markit surviving the merger as a wholly owned subsidiary of S&P Global.

Under the terms of the merger agreement, each share of IHS Markit issued and outstanding (other than excluded shares and dissenting shares) will be converted into the right to receive 0.2838 fully paid and nonassessable shares of S&P Global common stock (and, if applicable, cash in lieu of fractional shares, without interest), less any applicable withholding taxes.

On March 11, 2021, S&P Global and IHS Markit shareholders voted to approve the merger agreement.

As of December 31, 2021, IHS Markit had approximately 399.1 million shares outstanding.

Subject to certain closing conditions, the merger is expected to be completed in the first quarter of 2022.

- Data Management Solutions *—* integrated bulk data feeds and application programming interfaces that can be customized, which includes Compustat, GICS, Point In Time Financials; and

*Platts*

Indices is a global index provider maintaining a wide variety of indices to meet an array of investor needs.

As of December 31, 2021, we had approximately 22,850 permanent employees located worldwide, including around 14,600 in Asia, 5,300 in the U.S., 2,150 in the European region, and 800 in the rest of the world.

- Continuing to foster a people first environment, while maintaining existing levels of engagement;

- Encouraging career mobility through career coaching, while attracting and retaining the best people; and

well-being in mind.

In 2021, we launched new initiatives to increase transparency around pay decisions and empower colleagues to initiate pay conversations and to enhance well-being support for our people by providing extended parental leave, more flexible time-off arrangements and wellness days.

*Workplace Health, Safety and Well-being*

At the onset of the COVID-19 pandemic, we established a steering committee to lead a coordinated workplace safety strategy and acted quickly implementing significant changes across the organization to protect our people and the communities in which we operate.

Informed by guidance from our Chief Medical Officer and close partnership between Global Security and local site leaders to propose changes as needed, we continued to promote health, safety and well-being by providing updated guidance, expanded benefits and support services to help our people navigate remote work and the ongoing pandemic, including:

- 30 business days global care leave while caring for a sick or healthy family member during COVID-19 and mandated work from home guidance;

- 10 paid business days minimum global sick leave while being treated for COVID-19;

- flexible arrangements for those working from home while caring for family;

- expanded telemedicine resources and mental health support services; and

- townhalls and a dedicated microsite to provide ongoing guidance and support for homeworking logistics.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the Registrant as of the last business day of the second fiscal quarter ended June 30, [removed: 2021,] [added: 2022,] was [removed: $98.9] [added: $113.3] billion, based on the closing price of the common stock as reported on the New York Stock Exchange of [removed: $410.45] [added: $337.06] per common share.

Part III incorporates information by reference from the definitive proxy statement for the [removed: 2022] [added: 2023] annual meeting of shareholders.

| 1A. | | | [Risk [removed: Factors](#ia7d01715e12145c281b398bf4c2c5942_19)] [added: Factors](#i27de34ee69764154838efa409714fad8_19)] | | | [removed: [11](#ia7d01715e12145c281b398bf4c2c5942_19)] [added: [13](#i27de34ee69764154838efa409714fad8_19)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#ia7d01715e12145c281b398bf4c2c5942_22)] [added: Comments](#i27de34ee69764154838efa409714fad8_22)] | | | [removed: [25](#ia7d01715e12145c281b398bf4c2c5942_22)] [added: [28](#i27de34ee69764154838efa409714fad8_22)] | | |

| 3 | | | [Legal [removed: Proceedings](#ia7d01715e12145c281b398bf4c2c5942_22)] [added: Proceedings](#i27de34ee69764154838efa409714fad8_22)] | | | [removed: [25](#ia7d01715e12145c281b398bf4c2c5942_22)] [added: [28](#i27de34ee69764154838efa409714fad8_22)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#ia7d01715e12145c281b398bf4c2c5942_22)] [added: Disclosures](#i27de34ee69764154838efa409714fad8_22)] | | | [removed: [25](#ia7d01715e12145c281b398bf4c2c5942_22)] [added: [28](#i27de34ee69764154838efa409714fad8_22)] | | |

| | | | Information about our Executive Officers | | | [removed: [26](#ia7d01715e12145c281b398bf4c2c5942_25)] [added: [29](#i27de34ee69764154838efa409714fad8_25)] | | |

| 5 | | | [Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia7d01715e12145c281b398bf4c2c5942_31)] [added: Securities](#i27de34ee69764154838efa409714fad8_31)] | | | [removed: [28](#ia7d01715e12145c281b398bf4c2c5942_31)] [added: [31](#i27de34ee69764154838efa409714fad8_31)] | | |

| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia7d01715e12145c281b398bf4c2c5942_37)] [added: Operations](#i27de34ee69764154838efa409714fad8_40)] | | | [removed: [31](#ia7d01715e12145c281b398bf4c2c5942_37)] [added: [34](#i27de34ee69764154838efa409714fad8_40)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ia7d01715e12145c281b398bf4c2c5942_70)] [added: Risk](#i27de34ee69764154838efa409714fad8_73)] | | | [removed: [62](#ia7d01715e12145c281b398bf4c2c5942_70)] [added: [69](#i27de34ee69764154838efa409714fad8_73)] | | |

| 8. | | | [Consolidated Financial Statements and Supplementary [removed: Data](#ia7d01715e12145c281b398bf4c2c5942_73)] [added: Data](#i27de34ee69764154838efa409714fad8_76)] | | | [removed: [63](#ia7d01715e12145c281b398bf4c2c5942_73)] [added: [70](#i27de34ee69764154838efa409714fad8_76)] | | |

| 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia7d01715e12145c281b398bf4c2c5942_145)] [added: Disclosure](#i27de34ee69764154838efa409714fad8_151)] | | | [removed: [110](#ia7d01715e12145c281b398bf4c2c5942_145)] [added: [122](#i27de34ee69764154838efa409714fad8_151)] | | |

| 9A. | | | [Controls and [removed: Procedures](#ia7d01715e12145c281b398bf4c2c5942_145)] [added: Procedures](#i27de34ee69764154838efa409714fad8_151)] | | | [removed: [110](#ia7d01715e12145c281b398bf4c2c5942_145)] [added: [122](#i27de34ee69764154838efa409714fad8_151)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia7d01715e12145c281b398bf4c2c5942_148)] [added: Governance](#i27de34ee69764154838efa409714fad8_154)] | | | [removed: [112](#ia7d01715e12145c281b398bf4c2c5942_148)] [added: [124](#i27de34ee69764154838efa409714fad8_154)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia7d01715e12145c281b398bf4c2c5942_148)] [added: Matters](#i27de34ee69764154838efa409714fad8_154)] | | | [removed: [112](#ia7d01715e12145c281b398bf4c2c5942_148)] [added: [124](#i27de34ee69764154838efa409714fad8_154)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia7d01715e12145c281b398bf4c2c5942_148)] [added: Independence](#i27de34ee69764154838efa409714fad8_154)] | | | [removed: [112](#ia7d01715e12145c281b398bf4c2c5942_148)] [added: [124](#i27de34ee69764154838efa409714fad8_154)] | | |

| 14 | | | [Principal Accounting Fees and [removed: Services](#ia7d01715e12145c281b398bf4c2c5942_148)] [added: Services](#i27de34ee69764154838efa409714fad8_154)] | | | [removed: [112](#ia7d01715e12145c281b398bf4c2c5942_148)] [added: [124](#i27de34ee69764154838efa409714fad8_154)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#ia7d01715e12145c281b398bf4c2c5942_154)] [added: Schedules](#i27de34ee69764154838efa409714fad8_160)] | | | [removed: [114](#ia7d01715e12145c281b398bf4c2c5942_154)] [added: [126](#i27de34ee69764154838efa409714fad8_160)] | | |

| | | | [Schedule II — Valuation and Qualifying [removed: Accounts](#ia7d01715e12145c281b398bf4c2c5942_157)] [added: Accounts](#i27de34ee69764154838efa409714fad8_163)] | | | [removed: [115](#ia7d01715e12145c281b398bf4c2c5942_157)] [added: [127](#i27de34ee69764154838efa409714fad8_163)] | | |

| | | | [Exhibit Index and [removed: Exhibits](#ia7d01715e12145c281b398bf4c2c5942_160)] [added: Exhibits](#i27de34ee69764154838efa409714fad8_166)] | | | [removed: [116](#ia7d01715e12145c281b398bf4c2c5942_160)] [added: [128](#i27de34ee69764154838efa409714fad8_166)] | | |

These statements, including statements about [removed: COVID-19 and] the [added: 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 report 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.

- worldwide economic, financial, [removed: political] [added: political,] and regulatory conditions, and factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics (e.g., [removed: COVID-19 and its variants),] [added: COVID-19),] geopolitical [removed: uncertainty,] [added: uncertainty (including military conflict),] and conditions that may result from legislative, regulatory, trade and policy changes;

- the ability of the Company to [removed: retain customers and to] implement its plans, forecasts and other expectations with respect to IHS Markit’s business [removed: after the consummation of the Merger] and realize expected synergies;

- the Company’s [removed: and IHS Markit’s] ability to meet expectations regarding the accounting and tax treatments of the Merger;

- the Company’s ability to successfully recover [removed: should it experience] [added: from] a disaster or other business continuity [removed: problem from a] [added: problem, such as an earthquake,] hurricane, flood, [removed: earthquake,] [added: civil unrest, protests, military conflict,] terrorist attack, [removed: pandemic,] [added: outbreak of pandemic or contagious diseases,] security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made [removed: event, including the ability to function remotely during long-term disruptions such as the ongoing COVID-19 pandemic;][added: event;]

- the [added: volatility and] health of [removed: debt] [added: debt, equity, commodities] and [removed: equity] [added: 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;

- concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings, [removed: benchmarks] [added: benchmarks, indices] and [removed: indices;][added: other services;]

- 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 [removed: domestic and international] 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 [removed: environment,] [added: environment] in Europe, the United States and elsewhere around the [removed: globe,] [added: globe] affecting [removed: S&P Global Ratings, S&P Global Platts, S&P Dow Jones Indices, S&P Global Market Intelligence] [added: each of our business divisions] and the products [removed: those] [added: our] business divisions [removed: offer including our ESG products,] [added: offer,] and [removed: the Company’s] [added: our] compliance therewith;

- the impact of customer cost-cutting [removed: pressures, including in the financial services industry and the commodities markets;][added: pressures;]

- our ability to attract, incentivize and retain key employees, especially in [removed: today’s] [added: a] competitive business environment;

- the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates; [added: and]

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

The number of shares of common stock of the Registrant outstanding as of January 27, 2023 was 322.0 million shares, excluding 7.2 million outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust.

| 1 | | | [Business](#i27de34ee69764154838efa409714fad8_16) | | | [6](#i27de34ee69764154838efa409714fad8_16) | | |

| 2 | | | [Properties](#i27de34ee69764154838efa409714fad8_22) | | | [28](#i27de34ee69764154838efa409714fad8_22) | | |

| 6 | | | [\[Reserved\]](#i27de34ee69764154838efa409714fad8_34) | | | [33](#i27de34ee69764154838efa409714fad8_34) | | |

| 9B. | | | [Other Information](#i27de34ee69764154838efa409714fad8_151) | | | [122](#i27de34ee69764154838efa409714fad8_151) | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i27de34ee69764154838efa409714fad8_151) | | | [122](#i27de34ee69764154838efa409714fad8_151) | | |

| 11 | | | [Executive Compensation](#i27de34ee69764154838efa409714fad8_154) | | | [124](#i27de34ee69764154838efa409714fad8_154) | | |

| 16 | | | [Form 10-K Summary](#i27de34ee69764154838efa409714fad8_169) | | | [134](#i27de34ee69764154838efa409714fad8_169) | | |

| [Signatures](#i27de34ee69764154838efa409714fad8_172) | | | | | | [134](#i27de34ee69764154838efa409714fad8_172) | | |

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

- 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;

looking statements, which speak only as of the dates on which they are made.

The number of shares of common stock of the Registrant outstanding as of February 4, 2022 was 241.1 million shares.

| 1 | | | [Business](#ia7d01715e12145c281b398bf4c2c5942_16) | | | [6](#ia7d01715e12145c281b398bf4c2c5942_16) | | |

| 2 | | | [Properties](#ia7d01715e12145c281b398bf4c2c5942_22) | | | [25](#ia7d01715e12145c281b398bf4c2c5942_22) | | |

| 6 | | | [\[Reserved\]](#ia7d01715e12145c281b398bf4c2c5942_1601) | | | [30](#ia7d01715e12145c281b398bf4c2c5942_1601) | | |

| 9B. | | | [Other Information](#ia7d01715e12145c281b398bf4c2c5942_145) | | | [110](#ia7d01715e12145c281b398bf4c2c5942_145) | | |

| 9C. | | | [Disclosure](#ia7d01715e12145c281b398bf4c2c5942_145) [R](#ia7d01715e12145c281b398bf4c2c5942_145)[egarding](#ia7d01715e12145c281b398bf4c2c5942_145) [F](#ia7d01715e12145c281b398bf4c2c5942_145)[oreign](#ia7d01715e12145c281b398bf4c2c5942_145) [J](#ia7d01715e12145c281b398bf4c2c5942_145)[urisdictions that](#ia7d01715e12145c281b398bf4c2c5942_145) [P](#ia7d01715e12145c281b398bf4c2c5942_145)[revent](#ia7d01715e12145c281b398bf4c2c5942_145) [I](#ia7d01715e12145c281b398bf4c2c5942_145)[nspections](#ia7d01715e12145c281b398bf4c2c5942_145) | | | [110](#ia7d01715e12145c281b398bf4c2c5942_145) | | |

| 11 | | | [Executive Compensation](#ia7d01715e12145c281b398bf4c2c5942_148) | | | [112](#ia7d01715e12145c281b398bf4c2c5942_148) | | |

| 16 | | | [Form 10-K Summary](#ia7d01715e12145c281b398bf4c2c5942_163) | | | [122](#ia7d01715e12145c281b398bf4c2c5942_163) | | |

| [Signatures](#ia7d01715e12145c281b398bf4c2c5942_166) | | | | | | [122](#ia7d01715e12145c281b398bf4c2c5942_166) | | |

- the satisfaction of the conditions precedent to consummation of the Merger, including the ability to secure regulatory approvals and consummate related dispositions on the terms expected at all or in a timely manner;

- the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement;

- uncertainty relating to the impact of the Merger, divestitures and liability management transactions on the businesses of the Company and IHS Markit, including potential adverse reactions or changes to the market price of the Company’s common stock and IHS Markit shares resulting from the announcement or completion of the Merger and changes to existing business relationships and increased cyber risks during the pendency of the acquisition that could affect the Company’s and/or IHS Markit’s financial performance;

- risks relating to the value of the Company’s stock to be issued in the Merger, significant transaction costs and/or unknown liabilities;

- the ability of the Company to successfully integrate IHS Markit’s operations and retain and hire key personnel of both companies;

- the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

- consolidation in the Company’s end-customer markets;

- a decline in the demand for credit risk management tools by financial institutions;

- the volatility and health of the energy and commodities markets;

- the Company's ability to adjust to changes in European and United Kingdom markets following the United Kingdom's departure from the European Union, and the impact of such departure on our credit rating activities and other offerings in the European Union and United Kingdom; and

We lease office facilities at [removed: 95] [added: 172] locations; [removed: 25] [added: 43] are in the U.S. In addition, we own real property at [removed: 5] [added: 7] locations, of which [removed: 1 is] [added: 2 are] in the U.S. Our properties consist primarily of office space used by each of our segments.

| Douglas L. Peterson | | | | | | [removed: 63] [added: 64] | | | | | | President and Chief Executive Officer | | |

| Ewout L. Steenbergen | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President, Chief Financial Officer | | |

| [removed: John] [added: Martina] L. [removed: Berisford] [added: Cheung] | | | | | | [removed: 58] [added: 47] | | | | | | President, S&P Global Ratings | | |

| [removed: Martina L. Cheung] [added: Adam Kansler] | | | | | | [removed: 46] [added: 53] | | | | | | President, S&P Global Market Intelligence | | |

| Saugata Saha | | | | | | [removed: 46] [added: 47] | | | | | | President, S&P Global [removed: Platts] [added: Commodity Insights] | | |

| Dan Draper | | | | | | [removed: 53] [added: 54] | | | | | | Chief Executive Officer, S&P Dow Jones Indices | | |

| S. Swamy Kocherlakota | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President, Chief Information Officer | | |

| Steven J. Kemps | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President, Chief Legal Officer | | |

| Nancy J. Luquette | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President, Chief Risk & Compliance Officer | | |

| Dimitra Manis | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President, Chief Purpose Officer | | |

Ms. Cheung, prior to becoming President, S&P Global [added: Ratings on February 28, 2022, was President, S&P Global] Market Intelligence [removed: on] [added: since] January 2, 2019, [added: and] was Head of Global Risk Services, S&P Global’s Chief Strategy Officer, and previously held management positions at S&P Global Ratings.

She was also Head of S&P Global [removed: Sustainable1,] [added: Sustainable1] and continues to support Sustainable1 as the S&P Global Operating Committee executive sponsor.

Ms. Manis, prior to becoming Executive Vice President, Chief Purpose Officer, served as Executive Vice President, Chief People Officer since May 15, 2018 at S&P Global, and was the Chief Human Resources Officer for Revlon Inc. [removed: Prior to joining Revlon, she served as Senior Vice President for Global Talent at Estée Lauder Companies.][added: since 2017.]

Mr. Saha, prior to becoming President of S&P Global [removed: Platts] [added: Commodity Insights (then known as S&P Global Platts)] in January of 2021, was Chief Financial Officer to S&P Global Platts and S&P Global Market [removed: Intelligence, responsible for leading the finance teams of both divisions, as well as being a member of both the Platts and Market Intelligence Executive Committees.][added: Intelligence.]

Mr. Steenbergen, prior to becoming Executive Vice President and Chief Financial Officer at S&P Global in November 2016, was Executive Vice President and Chief Financial Officer of Voya Financial, Inc. [removed: Prior to his role as Voya's Chief Financial Officer, Mr. Steenbergen was Chief Financial Officer and Chief Risk Officer for ING Asia-Pacific and held a number of management roles for ING Group, including serving as regional general manager in Hong Kong and as a Chief Executive Officer of RVS, an ING Group company based in the Netherlands.]

| Commodity Insights | | | | | | | | | | | | | | |

| Mobility | | | | | | | | | | | | | | |

| Edouard Tavernier | | | | | | 47 | | | | | | President, S&P Global Mobility | | |

| Sally Moore | | | | | | 47 | | | | | | Executive Vice President, Global Head of Strategy, M&A and Partnerships | | |

Mr. Kansler, prior to becoming President, S&P Global Market Intelligence on February 28, 2022, was Executive Vice President of IHS Markit and President of IHS Markit’s Financial Services segment since 2016.

Prior to joining Revlon, she served as Senior Vice President for Global Talent at Estée Lauder Companies.

Ms. Moore, prior to becoming Executive Vice President, Global Head of Strategy, M&A and Partnerships on February 28, 2022, led IHS Markit’s European credit business and global loan business.

Mr. Tavernier, prior to becoming President, S&P Global Mobility on February 28, 2022, was Executive Vice President of IHS Markit and President of its Transportation segment since 2019.

Prior to that he was senior vice president of Transportation since 2016.

| Platts | | | | | | | | | | | | | | |

Mr. Berisford, prior to becoming President of S&P Global Ratings on November 3, 2015, was Executive Vice President, Human Resources since 2011.

Prior to that, he held senior management positions at PepsiCo, including Senior Vice President, Human Resources for Pepsi Beverages Company.

Prior to joining S&P Global, she worked in the consulting industry, first in Accenture’s Financial Services Strategy group and later as a Partner at Mitchell Madison Consulting.

Prior to that, he was Senior Vice President, Global Head of Technology Operations & Infrastructure at Visa, Inc.

Prior to joining Quanta, he served as General Counsel of Hess Retail Corporation and Dean Foods Company.

Before joining the Company, Ms. Luquette was Vice President and General Auditor for Avaya, and prior to that was a Partner in PwC’s Internal Audit and Global Risk Management Services practices.

She previously worked at OpenLink and Thomson Reuters.

Prior to that, he was a consultant at McKinsey & Co.

The approximate number of record holders of our common stock as of [removed: February 4, 2022] [added: January 27, 2023] was [removed: 2,820.][added: 2,281.]

The peer group consists of the following companies: Moody’s Corporation, CME Group Inc., MSCI Inc., FactSet Research Systems Inc., [removed: IHS Markit Ltd.,] Verisk Analytics, Inc. and Intercontinental Exchange, Inc. Returns assume $100 invested on December 31, [removed: 2016] [added: 2017] and total return includes reinvestment of dividends through December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

Regular quarterly dividends per share of our common stock for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] were as follows:

| $0.77 per quarter in 2021 | | | [removed: $] | [removed: 3.08] | | | | | [added: $] | [added: 3.08] | |

On January [removed: 26, 2022,] [added: 25, 2023,] the Board of Directors approved a quarterly common stock dividend of [removed: $0.77] [added: $0.90] per share.

P.O. Box [removed: 505000][added: 43078]

During the fourth quarter of [removed: 2021,] [added: 2022,] we [removed: did not repurchase any] [added: repurchased 2.8 million] shares under the [removed: 2020] [added: 2022] Repurchase [removed: Program] [added: Program,] and, as of December 31, [removed: 2021, 30] [added: 2022, 27.2] million shares remained under the [removed: 2020] [added: 2022] Repurchase Program.

On [removed: December 4, 2013,] [added: June 22, 2022,] the Board of Directors approved a share repurchase program authorizing the purchase of [removed: up to 50] [added: 30] million shares (the [removed: "2013] [added: “2022] Repurchase [removed: Program"),] [added: Program”),] which was approximately [removed: 18%] [added: 9%] of the [removed: Company's outstanding] [added: total] shares [added: of our outstanding common stock] at that time.

Further discussion relating to our ASR [removed: agreement] [added: agreements] can be found in Note 9 - *Equity* to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K.

Our [removed: 2013 and 2020] [added: 2022] Repurchase [removed: Programs have] [added: Program has] no expiration date and purchases under [removed: these programs] [added: the program] may be made from time to time on the open market and in private transactions, depending on market conditions.

The following table provides information on our purchases of our outstanding common stock during the fourth quarter of [removed: 2021] [added: 2022] pursuant to our [removed: 2013 and] 2020 [added: and 2022] Repurchase Programs (column c).

| | | | 2022 | | | | | | 2021 | | |

| $0.77 in the first quarter of 2022 and $0.85 in the remaining quarters of 2022 | | | $ | 3.32 | | | | | | | |

Providence, RI 02940-3078

150 Royall St., Suite 101

Canton, MA 02021

During the fourth quarter of 2022, we repurchased 1.3 million shares under the 2020 Repurchase Program, and, as of December 31, 2022, we completed the 2020 Repurchase Program.

During the fourth quarter of 2022, we repurchased 4.0 million shares under our 2020 and 2022 Repurchase Programs which included 1.6 million shares from the conclusion of our accelerated share repurchase “ASR” agreement that we entered into on August 9, 2022 and 2.4 million shares received from our ASR agreement that we entered into on December 2, 2022.

Table of Contents

| Oct. 1 - Oct. 31, 2022 | | | | | | 1,596,966 | | | | | | $ | 337.88 | | | | | 1,596,719 | | | | | | 29.6 | | million |

| Nov. 1 - Nov. 30, 2022 | | | | | | 3,294 | | | | | | 332.30 | | | | | | — | | | | | | 29.6 | | million |

| Dec. 1 - Dec. 31, 2022 1 | | | | | | 2,475,130 | | | | | | 336.17 | | | | | | 2,431,907 | | | | | | 27.2 | | million |

| Total — Qtr | | | | | | 4,075,390 | | | | | | $ | 337.82 | | | | | 4,028,626 | | | | | | 27.2 | | million |

1 Includes 2.4 million shares received from the initiation of our ASR agreement that we entered into on December 2, 2022.

Average price paid per share information does not include this accelerated share repurchase transaction.

| | | | 2021 | | | | | | 2020 | | |

| $0.67 per quarter in 2020 | | | | | | | | | $ | 2.68 | |

Following the expected closing of the merger with IHS Markit, the Board of Directors will revisit the dividend policy of the combined Company.

Louisville, KY 40233-5000

462 South 4th Street, Suite 1600

Louisville, KY 40202

During the fourth quarter of 2021, we did not repurchase any shares under our 2013 Repurchase Program.

As of December 31, 2021, 0.8 million shares remained under the 2013 Repurchase Program.

| Oct. 1 - Oct. 31, 2021 | | | | | | 1,226 | | | | | | $ | 434.24 | | | | | — | | | | | | 30.8 | | million |

| Nov. 1 - Nov. 30, 2021 | | | | | | 2,151 | | | | | | 458.91 | | | | | | — | | | | | | 30.8 | | million |

| Dec. 1 - Dec. 31, 2021 | | | | | | 1,033 | | | | | | 460.54 | | | | | | — | | | | | | 30.8 | | million |

| Total — Qtr | | | | | | 4,410 | | | | | | $ | 452.43 | | | | | — | | | | | | 30.8 | | million |

| [Reports of Independent Registered Public Accounting [removed: Firm](#ia7d01715e12145c281b398bf4c2c5942_76)] [added: Firm](#i27de34ee69764154838efa409714fad8_79)] (PCAOB ID: 42) | | | [removed: [64](#ia7d01715e12145c281b398bf4c2c5942_76)] [added: [71](#i27de34ee69764154838efa409714fad8_79)] | | |

| [Consolidated Statements of [removed: Income](#ia7d01715e12145c281b398bf4c2c5942_79)] [added: Income](#i27de34ee69764154838efa409714fad8_82)] | | | [removed: [67](#ia7d01715e12145c281b398bf4c2c5942_79)] [added: [75](#i27de34ee69764154838efa409714fad8_82)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ia7d01715e12145c281b398bf4c2c5942_82)] [added: Income](#i27de34ee69764154838efa409714fad8_85)] | | | [removed: [68](#ia7d01715e12145c281b398bf4c2c5942_82)] [added: [76](#i27de34ee69764154838efa409714fad8_85)] | | |

| [Consolidated Balance [removed: Sheets](#ia7d01715e12145c281b398bf4c2c5942_85)] [added: Sheets](#i27de34ee69764154838efa409714fad8_88)] | | | [removed: [69](#ia7d01715e12145c281b398bf4c2c5942_85)] [added: [77](#i27de34ee69764154838efa409714fad8_88)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ia7d01715e12145c281b398bf4c2c5942_88)] [added: Flows](#i27de34ee69764154838efa409714fad8_91)] | | | [removed: [70](#ia7d01715e12145c281b398bf4c2c5942_88)] [added: [78](#i27de34ee69764154838efa409714fad8_91)] | | |

| [Consolidated Statements of [removed: Equity](#ia7d01715e12145c281b398bf4c2c5942_91)] [added: Equity](#i27de34ee69764154838efa409714fad8_94)] | | | [removed: [71](#ia7d01715e12145c281b398bf4c2c5942_91)] [added: [79](#i27de34ee69764154838efa409714fad8_94)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#ia7d01715e12145c281b398bf4c2c5942_94)] [added: Statements](#i27de34ee69764154838efa409714fad8_97)] | | | [removed: [72](#ia7d01715e12145c281b398bf4c2c5942_94)] [added: [80](#i27de34ee69764154838efa409714fad8_97)] | | |

| [1 Accounting [removed: Policies](#ia7d01715e12145c281b398bf4c2c5942_97)] [added: Policies](#i27de34ee69764154838efa409714fad8_100)] | | | [removed: [72](#ia7d01715e12145c281b398bf4c2c5942_97)] [added: [80](#i27de34ee69764154838efa409714fad8_100)] | | |

| 2 [Acquisitions and [removed: Divestitures](#ia7d01715e12145c281b398bf4c2c5942_103)] [added: Divestitures](#i27de34ee69764154838efa409714fad8_106)] | | | [removed: [79](#ia7d01715e12145c281b398bf4c2c5942_103)] [added: [87](#i27de34ee69764154838efa409714fad8_106)] | | |

| 3 [Goodwill and Other Intangible [removed: Assets](#ia7d01715e12145c281b398bf4c2c5942_106)] [added: Assets](#i27de34ee69764154838efa409714fad8_109)] | | | [removed: [82](#ia7d01715e12145c281b398bf4c2c5942_106)] [added: [93](#i27de34ee69764154838efa409714fad8_109)] | | |

| [removed: 8 [Stock-Based Compensation](#ia7d01715e12145c281b398bf4c2c5942_121)] [added: Stock-based compensation] | | | [removed: [97](#ia7d01715e12145c281b398bf4c2c5942_121)] [added: 214] | | | [added: | | | 122 | | | | | | 90 | | |]

| [12 Segment and Geographic [removed: Information](#ia7d01715e12145c281b398bf4c2c5942_133)] [added: Information](#i27de34ee69764154838efa409714fad8_139)] | | | [removed: [103](#ia7d01715e12145c281b398bf4c2c5942_133)] [added: [115](#i27de34ee69764154838efa409714fad8_139)] | | |

We have audited the accompanying consolidated balance sheets of S&P Global Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 8, 2022] [added: 9, 2023] expressed an unqualified opinion thereon.

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [removed: the] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the [removed: account] [added: accounts] or disclosures to which [removed: it relates.][added: they relate.]

| *Description of the Matter* | | | | | | As described in Notes 1 and 9 to the financial statements, the Company has an agreement with the minority partners of its S&P Dow Jones Indices LLC joint venture that contains redemption features outside of the control of the Company. This arrangement is reported as a redeemable noncontrolling interest at fair value of [removed: $3,429] [added: $3,267] million at December 31, [removed: 2021.] [added: 2022.] The Company adjusts the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches. Auditing the Company's valuation of its redeemable noncontrolling interest was complex due to the estimation uncertainty in determining the fair value. The estimation uncertainty was primarily due to the sensitivity of the fair value to underlying assumptions about the future performance of the business. The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., revenue growth rates and operating margins), a company specific beta and earnings and transaction multiples for comparable companies and similar acquisitions, respectively. These significant judgmental assumptions that incorporate market data are forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the [removed: design] [added: design,] and tested the operating effectiveness of the Company’s controls over the accounting for its redeemable noncontrolling interest, including controls over management's judgments and evaluation of the underlying assumptions with regard to the valuation models applied and the estimation process supporting the determination of the fair value of S&P Dow Jones Indices LLC joint venture. To test the valuation of redeemable noncontrolling interest, we evaluated the Company's selection of the valuation methodology and the methods and significant assumptions used by inspecting available market data and performing sensitivity analyses. For example, when evaluating the assumptions related to the revenue growth rate and operating profit margins, we compared the assumptions to the past performance of S&P Dow Jones Indices LLC joint venture in addition to current observable industry, market and economic trends. We involved valuation specialists to assist in our evaluation of the methodology and significant assumptions used by the Company, including the discount rate, company specific beta and earnings for comparable companies and transaction multiples for similar acquisitions. We also tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. | | |

[removed: February 8, 2022][added: | (in millions) | | | February 28, 2022 | | |]

We have audited S&P Global Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).

In our opinion, S&P Global Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in Item 15(a)(2) and our report dated February [removed: 8, 2022] [added: 9, 2023] expressed an unqualified opinion thereon.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Revenue | | | $ | [removed: 8,297] [added: 11,181] | | | | | $ | [removed: 7,442] [added: 8,297] | | | | | $ | [removed: 6,699] [added: 7,442] | |

| Operating-related expenses | | | [removed: 2,195] [added: 3,766] | | | | | | [removed: 2,094] [added: 2,195] | | | | | | [removed: 1,976] [added: 2,094] | | |

| Selling and general expenses | | | [removed: 1,714] [added: 3,383] | | | | | | [removed: 1,541] [added: 1,714] | | | | | | [removed: 1,342] [added: 1,541] | | |

| Depreciation | | | [removed: 82] [added: 108] | | | | | | [removed: 83] [added: 82] | | | | | | [removed: 82] [added: 83] | | |

| Amortization of intangibles | | | [removed: 96] [added: 905] | | | | | | [removed: 123] [added: 96] | | | | | | [removed: 122] [added: 123] | | |

| Total expenses | | | [removed: 4,087] [added: 8,162] | | | | | | [removed: 3,841] [added: 4,087] | | | | | | [removed: 3,522] [added: 3,841] | | |

| Gain on dispositions | | | [removed: (11)] [added: (1,898)] | | | | | | [removed: (16)] [added: (11)] | | | | | | [removed: (49)] [added: (16)] | | |

| Operating profit | | | [removed: 4,221] [added: 4,944] | | | | | | [removed: 3,617] [added: 4,221] | | | | | | [removed: 3,226] [added: 3,617] | | |

| Other [removed: (income) expense,] [added: income,] net | | | [removed: (62)] [added: (70)] | | | | | | [removed: (31)] [added: (62)] | | | | | | [removed: 98] [added: (31)] | | |

| Interest expense, net | | | [removed: 119] [added: 304] | | | | | | [removed: 141] [added: 119] | | | | | | 141 | | |

| Loss on extinguishment of debt | | | [removed: —] [added: 8] | | | | | | [removed: 279] [added: —] | | | | | | [removed: 57] [added: 279] | | |

| Income before taxes on income | | | [removed: 4,164] [added: 4,702] | | | | | | [removed: 3,228] [added: 4,164] | | | | | | [removed: 2,930] [added: 3,228] | | |

| Provision for taxes on income | | | [removed: 901] [added: 1,180] | | | | | | [removed: 694] [added: 901] | | | | | | [removed: 627] [added: 694] | | |

| Net income | | | [removed: 3,263] [added: 3,522] | | | | | | [removed: 2,534] [added: 3,263] | | | | | | [removed: 2,303] [added: 2,534] | | |

| Less: net income attributable to noncontrolling interests | | | [removed: (239)] [added: (274)] | | | | | | [removed: (195)] [added: (239)] | | | | | | [removed: (180)] [added: (195)] | | |

| 4 [Taxes on Income](#i27de34ee69764154838efa409714fad8_112) | | | [95](#i27de34ee69764154838efa409714fad8_112) | | |

| 5 [Debt](#i27de34ee69764154838efa409714fad8_115) | | | [98](#i27de34ee69764154838efa409714fad8_115) | | |

| [6 Derivative Instruments](#i27de34ee69764154838efa409714fad8_118) | | | [100](#i27de34ee69764154838efa409714fad8_118) | | |

| 7 [Employee Benefits](#i27de34ee69764154838efa409714fad8_121) | | | [103](#i27de34ee69764154838efa409714fad8_121) | | |

| 8 [Stock-Based Compensation](#i27de34ee69764154838efa409714fad8_124) | | | [108](#i27de34ee69764154838efa409714fad8_124) | | |

| [9 Equity](#i27de34ee69764154838efa409714fad8_130) | | | [111](#i27de34ee69764154838efa409714fad8_130) | | |

| 10 [Earnings per Share](#i27de34ee69764154838efa409714fad8_133) | | | [113](#i27de34ee69764154838efa409714fad8_133) | | |

| [11 Restructuring](#i27de34ee69764154838efa409714fad8_136) | | | [114](#i27de34ee69764154838efa409714fad8_136) | | |

| [13 Commitments and Contingencies](#i27de34ee69764154838efa409714fad8_142) | | | [119](#i27de34ee69764154838efa409714fad8_142) | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | IHS Markit Business Combination | | |

| *Description of the Matter* | | | | | | As discussed in Note 2 to the consolidated financial statements, on February 28, 2022, the Company completed its acquisition of IHS Markit Ltd., for aggregate consideration of $43.5 billion. This transaction was accounted for as a business combination. Auditing the Company's accounting for its acquisition of IHS Markit Ltd. was complex due to the significant estimation in the Company's determination of fair value of identified intangible assets of $18.6 billion, which principally consisted of customer relationships, trademark/tradenames, developed technology, and databases (collectively referred to as the identified intangibles). The significant estimation was primarily due to the sensitivity of the fair value of underlying assumptions about future performance of the acquired business in the Company's discounted cash flow models used to measure the identified intangibles. These significant assumptions included the revenue and expense growth rates that form the basis of the forecasted results and the discount rate. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We tested the Company's controls that address the risk of material misstatement relating to the Company's accounting for the acquisition. For example, we tested controls over the estimation process supporting the recognition and measurement of the identified intangibles, which included testing controls over management's review of assumptions used in its respective valuation models to test the estimated fair value of the identified intangibles. We performed audit procedures that included, among others, evaluating the valuation methodologies and significant assumptions used by the Company's valuation specialist, and evaluating the completeness and accuracy of the underlying data supporting the estimated fair value. We involved our valuation specialists to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates, including testing the revenue and expense growth rates that form the basis of the forecasted results and the discount rate. For example, we compared these significant assumptions to current industry, market and economic trends, to assumptions used to value similar assets in other acquisitions, to the historical results of the acquired business, and to the Company's budgets and forecasts, in addition to performing sensitivity analyses over these assumptions. We also evaluated the adequacy of the Company's disclosures included in Note 2 in relation to these acquisition matters. | | |

February 9, 2023

February 9, 2023

| Equity in income on unconsolidated subsidiaries | | | (27) | | | | | | — | | | | | | — | | |

| | | | (246) | | | | | | (13) | | | | | | (2) | | |

| | | | (44) | | | | | | 23 | | | | | | (23) | | |

| Equity investments in unconsolidated subsidiaries | | | 1,752 | | | | | | 165 | | |

| Other non-current assets | | | 562 | | | | | | 234 | | |

| Short-term debt | | | 226 | | | | | | — | | |

| Deferred tax liability – non-current | | | 4,065 | | | | | | 147 | | |

| Other non-current liabilities | | | 489 | | | | | | 660 | | |

| Net income | | | $ | 3,522 | | | | | $ | 3,263 | | | | | $ | 2,534 | |

| Depreciation | | | 108 | | | | | | 82 | | | | | | 83 | | |

| Amortization of intangibles | | | 905 | | | | | | 96 | | | | | | 123 | | |

| Gain on dispositions | | | (1,898) | | | | | | (11) | | | | | | (16) | | |

| Loss on extinguishment of debt, net | | | 8 | | | | | | — | | | | | | 279 | | |

| Payments on short-term debt, net | | | (32) | | | | | | — | | | | | | — | | |

| Proceeds from noncontrolling interest holders | | | 410 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Comprehensive income 1 | | | | | | | | | | | | | | | 3,248 | | | | | | (45) | | | | | | | | | | | | 3,203 | | | | | | 25 | | | | | | 3,228 | | |

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

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

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

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

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

- Engineering Solutions is a leading provider of engineering standards and related technical knowledge.

On February 28, 2022, we completed the merger with IHS Markit Ltd (“IHS Markit”) by acquiring 100% of the IHS Markit common stock that was issued and outstanding as of the date of acquisition, and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the consolidated financial statements as of and for the year ended December 31, 2022 include the financial results of IHS Markit from the date of acquisition.

| 4 [Taxes on Income](#ia7d01715e12145c281b398bf4c2c5942_109) | | | [84](#ia7d01715e12145c281b398bf4c2c5942_109) | | |

| 5 [Debt](#ia7d01715e12145c281b398bf4c2c5942_112) | | | [87](#ia7d01715e12145c281b398bf4c2c5942_112) | | |

| [6 Derivative Instruments](#ia7d01715e12145c281b398bf4c2c5942_115) | | | [88](#ia7d01715e12145c281b398bf4c2c5942_115) | | |

| 7 [Employee Benefits](#ia7d01715e12145c281b398bf4c2c5942_118) | | | [91](#ia7d01715e12145c281b398bf4c2c5942_118) | | |

| [9 Equity](#ia7d01715e12145c281b398bf4c2c5942_124) | | | [99](#ia7d01715e12145c281b398bf4c2c5942_124) | | |

| 10 [Earnings per Share](#ia7d01715e12145c281b398bf4c2c5942_127) | | | [102](#ia7d01715e12145c281b398bf4c2c5942_127) | | |

| [11 Restructuring](#ia7d01715e12145c281b398bf4c2c5942_130) | | | [103](#ia7d01715e12145c281b398bf4c2c5942_130) | | |

| [13 Commitments and Contingencies](#ia7d01715e12145c281b398bf4c2c5942_136) | | | [107](#ia7d01715e12145c281b398bf4c2c5942_136) | | |

| | | | | | | | | | | | | | | | | | |

| | | | (13) | | | | | | (2) | | | | | | 18 | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Accrued legal settlements | | | — | | | | | | 9 | | | | | | — | | |

| Balance as of December 31, 2018 | | | $ | 294 | | | | | $ | 833 | | | | | $ | 11,284 | | | | | $ | (742) | | | | | $ | 11,041 | | | | | $ | 628 | | | | | $ | 56 | | | | | $ | 684 | |

| Comprehensive income 1 | | | | | | | | | | | | | | | 2,123 | | | | | | 118 | | | | | | | | | | | | 2,241 | | | | | | 10 | | | | | | 2,251 | | |

| Share repurchases | | | | | | | | | 75 | | | | | | | | | | | | | | | | | | 1,315 | | | | | | (1,240) | | | | | | | | | | | | (1,240) | | |

| Capital contribution from noncontrolling interest | | | | | | | | | | | | | | | (36) | | | | | | | | | | | | | | | | | | (36) | | | | | | | | | | | | (36) | | |

Subscription revenue at Platts is generated by providing customers access to commodity and energy-related price assessments, market data, and real-time news, along with other information services.

billion.

1 The net periodic benefit cost for our retirement and post retirement plans for the year ended December 31, 2020 includes a non-cash pre-tax settlement charge of $3 million.

During the year ended December 31, 2019, the Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries.

The net periodic benefit cost for our retirement and post retirement plans for the year ended December 31, 2019 includes a non-cash pre-tax settlement charge of $113 million reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan.

Restricted cash primarily consisted of cash required to be on deposit under contractual agreements in connection with certain acquisitions and dispositions.

In addition, we analyze any difference between the sum of the fair values of the

settled prior to December 31, 2022.

In October of 2021, the Financial Accounting Standards Board ("FASB") issued guidance that amends the acquirer's accounting for contract assets and contract liabilities from contracts with customers in a business combination in accordance with Topic 606.

The guidance is effective for reporting periods beginning after December 15, 2022; however, early adoption is permitted.

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

In August of 2020, the FASB issued guidance that amends the accounting for convertible instruments and the derivatives scope exception for contracts in an entity's own equity.

The guidance was effective on January 1, 2021, and the adoption of this guidance did not have a significant impact on our consolidated financial statements.

The amendments were effective immediately upon issuance of the update.

The FASB further issued guidance in January of 2021, to clarify the scope of Topic 848.

In January of 2020, the FASB intended to clarify the interaction of the accounting for equity securities under Accounting Standards Codification ("ASC") 321, investments accounted for under the equity method of accounting under ASC 323, and the accounting for certain forward contracts and purchased options accounted for under ASC 815.

The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative.

In December of 2019, the FASB issued guidance to simplify the accounting for income taxes, which eliminates certain exceptions to the general principles of Topic 740.

The guidance is effective for reporting periods after December 15, 2020.

Our adoption of this guidance on January 1, 2021 did not have a significant impact on our consolidated financial statements.

Merger Agreement

In November of 2020, S&P Global and IHS Markit Ltd ("IHS Markit") entered into a merger agreement, pursuant to which, among other things, a subsidiary of S&P Global will merge with and into IHS Markit, with IHS Markit surviving the merger as a wholly owned subsidiary of S&P Global.

Under the terms of the merger agreement, each share of IHS Markit issued and outstanding (other than excluded shares and dissenting shares) will be converted into the right to receive 0.2838 fully paid and nonassessable shares of S&P Global common stock (and, if applicable, cash in lieu of fractional shares, without interest), less any applicable withholding taxes.

As of December 31, [removed: 2021,] [added: 2022,] an evaluation was performed under the supervision and with the participation of management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the U.S. Securities Exchange Act of 1934).

Based on that evaluation, management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2021.][added: 2022.]

3.Based on management’s evaluation under this framework, management has concluded that our internal controls over financial reporting were effective as of December 31, [removed: 2021.][added: 2022.]

4.Our independent registered public accounting firm, Ernst & Young LLP, has audited our consolidated financial statements for the year ended December 31, [removed: 2021,] [added: 2022,] and has issued their reports on the financial statements and the effectiveness of our internal control over financial reporting.

These reports are located on pages [removed: 64, 65] [added: 71, 72, 73] and [removed: 66] [added: 74] of this Annual Report on Form 10-K.

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the [added: reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or]

[removed: reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or] with individuals or entities designated pursuant to certain Executive Orders.

During [removed: 2021,] [added: 2022,] the Company recorded no revenue or net profit attributable to the [added: Commodities Insights] transactions or dealings described [removed: below.][added: above, which reflects the uncertainty of collection.]

During [removed: 2021, Platts, a division of] [added: 2022,] the Company [removed: that provides energy-related information] [added: engaged] in [removed: over 150 countries, provided] [added: limited transactions or dealings related to the purchase or sale of] information and informational materials, which are generally exempt from U.S. economic sanctions, [removed: to subscribers] [added: with persons] that are owned or controlled, or appear to be owned or controlled, by the Government of Iran or are otherwise subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

[removed: Platts] [added: Commodities Insights] provided [removed: such] subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency.

The Company will continue to monitor [removed: its provision of products and services to] such [removed: subscribers.][added: activities closely.]

Market Intelligence sourced certain trade data from Iran.

The Company attributes a *de minimis* amount of gross revenues and net profits to the data sourced from Iran by Market Intelligence.

The amount recorded in connection with the foregoing reflects the uncertainty of collection.

Information about our directors is contained under the caption “Board of Directors and Corporate Governance-Director Biographies” in our Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021] [added: 2022] (the [removed: “2022] [added: “2023] Proxy Statement”) and is incorporated herein by reference.

Information about the procedures by which security holders may recommend nominees to our Board of Directors can be found in our [removed: 2022] [added: 2023] Proxy Statement under the caption “Board of Directors and Corporate Governance-Committees of the Board of Directors-Nominating and Corporate Governance Committee” and is incorporated herein by reference.

Information concerning the composition of the Audit Committee and our Audit Committee financial experts is contained in our [removed: 2022] [added: 2023] Proxy Statement under the caption “Board of Directors and Corporate Governance-Committees of the Board of Directors-Audit Committee” and is incorporated herein by reference.

Promptly following the [removed: 2022] [added: 2023] annual meeting of shareholders, we intend to file with the NYSE the CEO certification regarding our compliance with the NYSE’s corporate governance listing standards as required by NYSE Rule 303A.12.

Last year, we filed this CEO certification with the NYSE on June [removed: 4, 2021.][added: 13, 2022.]

Information about director and executive officer [removed: compensation,] [added: compensation required by this Item 11,] Compensation Committee interlocks and the Compensation Committee Report is contained in our [removed: 2022] [added: 2023] Proxy Statement under the captions [removed: “2021] [added: “2022] Director [removed: Compensation,” “Board of]

[added: Compensation,” “Board of] Directors and Corporate Governance-Compensation Committee Interlocks and Insider Participation,” and is incorporated herein by reference.

The following table details [added: information about] our equity compensation plans as of December 31, [removed: 2021:][added: 2022:]

| Equity compensation plans [added: not] approved by security holders | | | [removed: 280,281] [added: —] | | | [removed: 1] | | | $ | [removed: 67.14] [added: —] | | | | | [removed: 19,954,485] [added: —] | | | [removed: 2,3] | | |

[removed: 1Shares] [added: 1Includes shares] to be issued upon exercise of outstanding [removed: options] [added: options, restricted stock units, performance stock units and director deferred phantom stock units] under our [removed: Stock Incentive Plans.][added: equity compensation plans.]

[removed: 2Included] [added: 3Included] in this number are [removed: 499,749] [added: 493,000] shares reserved for issuance under the Director Deferred Stock Ownership Plan.

The remaining [removed: 19,454,736] [added: 18,780,789] shares are reserved for issuance under the 2019 Stock Incentive Plan (the “2019 Plan”) for [removed: Performance Stock, Restricted Stock, Other Stock-Based Awards, Stock Options] [added: performance stock, restricted stock, other stock-based awards, stock options] and [removed: Stock Appreciation Rights.][added: stock appreciation rights.]

[removed: 3Under] [added: 4Under] the terms of the 2019 Plan, shares subject to an award or shares paid in settlement of a dividend equivalent reduce the number of shares available under the 2019 Plan by one share for each such share granted or paid.

[removed: -] [added: Only shares underlying awards granted under the 2019 Plan that are] forfeited, [added: expired,] cancelled, [added: terminated,] settled in cash or property other than [removed: stock,] [added: shares,] or otherwise not [removed: distributable under] [added: distributable, are added back to] the [removed: 2019 Plan;][added: shares available for issuance.]

Information on the number of shares our common stock beneficially owned by each director and named executive officer, by all directors and executive officers as a group and on each beneficial owner of more than 5% of our common stock is contained under the caption “Ownership of Company Stock” in our [removed: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

| Equity compensation plans approved by security holders | | | 1,892,751 | | | 1 | | | $ | 68.02 | | 2 | | | 19,273,789 | | | 3,4 | | |

| Total | | | 1,892,751 | | | | | | $ | 68.02 | | | | | 19,273,789 | | | | | |

The number of performance stock unit awards is based on the target number of units granted.

2Restricted stock units, performance stock units and director deferred phantom stock units do not have an exercise price and are delivered without any payment or consideration other than service.

Shares withheld to satisfy the exercise price of an award or to satisfy any required tax withholding obligations, or that are repurchased by the Company with option proceeds are not added back to the shares available for issuance.

The aggregate number of shares of stock available under the 2019 Plan for issuance are increased by the number of shares of stock granted as an award under the 2019 Plan that are:

- tendered or withheld to pay the exercise or purchase price of an award under the 2019 Plan or to satisfy applicable wage or other required tax withholding in connection with the exercise, vesting or payment of, or other event related to, an award under the 2019 Plan; or

- repurchased by us with the option proceeds in respect of the exercise of a stock option under the 2019 Plan.

Information with respect to certain relationships and related transactions and director independence is contained under the captions “Board of Directors and Corporate Governance-Transactions with Related Persons” in our [removed: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

During the year ended December 31, [removed: 2021,] [added: 2022,] Ernst & Young LLP audited the consolidated financial statements of the Registrant and its subsidiaries.

Information on our Audit Committee’s pre-approval policy for audit services and information on our principal accountant fees and services is contained in our [removed: 2022] [added: 2023] Proxy Statement under the caption “Independent Registered Public Accounting Firm’s Fees and Services” and is incorporated herein by reference.

- Consolidated Statements of Income for the three years ended December 31, [removed: 2021][added: 2022]

- Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 2021][added: 2022]

- Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 2021][added: 2022]

- Consolidated Statements of Equity for the three years ended December 31, [removed: 2021][added: 2022]

| Year ended December 31, [removed: 2019] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | [removed: 34] [added: 26] | | | | | $ | [removed: 17] [added: 58] | | | | | $ | [removed: (17)] [added: (36)] | | | | | $ | [removed: 34] [added: 48] | |

| [removed: (2.3)] [added: (2.1)] | | | [Agreement and Plan of Merger, dated as of July 24, 2015, among the Company, Venus Sub LLC, SNL Financial LC and New Mountain Partners III (AIV-C), L.P.](http://www.sec.gov/Archives/edgar/data/64040/000119312515268486/d79486dex21.htm), [removed: as] incorporated by reference from the Registrant’s Form 8-K filed on July 29, 2015. | | |

| (2.4) | | | [removed: [Stock and Asset] [added: [Asset] Purchase [removed: Agreement] [added: Agreement, by and] between [removed: McGraw Hill Financial,] [added: S&P Global] Inc. and [removed: Jefferson Bidco] [added: Factset Research Systems] Inc., dated as of [removed: April 15, 2016](http://www.sec.gov/Archives/edgar/data/64040/000006404016000090/spgi-ex21x2016630xq2.htm),] [added: December 24, 2021](https://www.sec.gov/Archives/edgar/data/64040/000006404022000055/spgi-ex271231202110xkriver.htm),] incorporated by reference from the Registrant's Form [removed: 10-Q] [added: 10-K] filed [removed: July 28, 2016.] [added: February 8, 2022.] | | |