S&P Global (SPGI) 10-K risk factor changes: FY2023 vs FY2022

We operate in the capital, commodities, [removed: automotive] and [removed: engineering] [added: automotive] 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 & steel and agriculture; [added: and] the automotive markets include manufacturers, suppliers, [removed: dealerships and] [added: dealerships,] service [removed: shops; and the engineering markets include engineers, builders,] [added: shops] and [removed: architects.][added: consumers.]

Our size, scale and role in the global markets [removed: puts us at greater] [added: increases our] risk for cyber attacks and other cyber-security risks.

Our [added: information] systems and [added: networks 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.

- Our operations rely on the secure processing, storage and transmission of confidential, sensitive and other types of data and information in our [removed: computer] [added: information] systems and networks and those of our third-party [added: service providers, including our] vendors.

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

Unauthorized disclosure of this information [added: as a result of cyber attacks and other unauthorized occurrences on our information systems and networks] could cause our customers to lose faith in our ability to protect [removed: their or our own] confidential information and therefore cause customers to cease doing business with us.

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

Breaches of our or our third-party service providers’ [added: (including our vendors’) information] systems and [removed: 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,] [added: networks] may cause material interruptions or malfunctions in our or such [removed: third-party service providers’] [added: third-party’s] websites, applications or data processing, or may compromise the confidentiality and integrity of material information regarding us, our business or our customers.

Although [removed: there has not been a] cyber [removed: attack or] [added: attacks and] data [removed: breach] [added: breaches] on the Company [removed: or] [added: and] its third-party service providers [removed: that has] [added: have not] had a material adverse effect on the [removed: Company to date,] [added: Company,] there can be no assurance that there will not be a material adverse effect in the future.

While such vulnerabilities have not resulted in a material adverse effect on the [removed: Company to date,] [added: Company,] they require us to devote [added: time and resources to remediation on a regular basis.]

- [removed: Although we] [added: We] devote significant resources to maintain and regularly update our systems and processes that are designed to protect the security of our [removed: computer] [added: information] systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to the enterprise and our customers, clients and [removed: employees, there is no assurance that all of our security measures will provide absolute security.][added: employees.]

[removed: - Measures] [added: However, such measures may be circumvented or become obsolete, and additional measures] that we take to [removed: avoid] [added: prevent] or mitigate [removed: material] [added: cyber] incidents [removed: can be expensive, and] may be [removed: insufficient, circumvented,] [added: expensive] or [removed: become obsolete.][added: ineffective.]

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

- 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 [removed: systems,] [added: systems and networks,] which expose us to unexpected liabilities or make our own [added: information] systems [added: or networks] more vulnerable to a cyber attack.

In order to maintain a competitive position, we [removed: must continue to] invest in innovation, new offerings and enhancements, including new ways to deliver our products and services.

These new or enhanced offerings resulting from our investments sometimes do not, and may not in the future, achieve market acceptance, profit or the level of profitability that we [added: expect or] have experienced historically.

[removed: 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 [added: management time and energy from other businesses.]

The foregoing and other unforeseen factors could also result in [removed: business being disrupted for a period of time as well as] additional commitments of financial [removed: resources.][added: resources and business disruptions.]

- We are transitioning our technology to [added: a] cloud-based infrastructure, which is complex, time consuming, and [removed: can involve] [added: involves] substantial expenditures.

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

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

Although we believe our products are enhanced by our analysis, [removed: tools] [added: tools, delivery mechanisms] and applications, if a large number of smaller customers or a critical number of larger customers choose to use [removed: these] public sources as a substitute for our products or services, it could have a material adverse effect on our business, financial condition or results of operations.

Social and ethical issues relating to the use of new and evolving technologies, such as AI, in our offerings [removed: may result in reputational harm, liability] [added: could materially] and [removed: increased costs.][added: adversely affect our business, financial condition or results of operations.]

[removed: As with many innovations, AI presents] [added: These new and evolving technologies often present social and ethical] risks and challenges that could affect [removed: its] [added: their] adoption, and therefore our business.

If we enable or offer solutions that draw controversy due to their perceived or actual impact on [removed: society,] [added: society or if] we [added: fail to properly remediate any social or ethical issues that] may [added: arise in our offerings, we may] experience brand or reputational harm, competitive [removed: harm or] [added: harm,] legal [removed: liability.][added: liability]

The terms of many open source licenses are ambiguous and have not been interpreted by [removed: U.S.] [added: United States (“U.S.”)] or other courts.

Our ability to achieve anticipated results depends in part on our ability to defend our intellectual property rights against infringement and [added: misappropriation.]

[removed: For example,] [added: Additionally,] we do business in a number of countries included on the Priority Watch List maintained by the Office of the United States Trade Representative which are currently thought to afford less protection to intellectual property rights generally than some other jurisdictions.

The lack of strong patent and other intellectual property protection in [removed: such] jurisdictions [added: in which we operate] increases our vulnerability [removed: as regards] [added: regarding] unauthorized disclosure or use of our intellectual property and undermines our competitive position.

- [removed: Many of our] [added: Our] products and services are delivered electronically, and our customers rely on our ability to process transactions rapidly and deliver substantial quantities of data on computer-based networks.

- We rely on our information technology environment and certain critical databases, [removed: systems and] [added: systems,] applications [added: and services (e.g. Amazon Web Services (“AWS”))] to support key product and service offerings.

[removed: - Global] [added: Further, global] privacy, data [removed: localization] [added: localization, data maintenance, data transfer] and data protection legislation, [added: regulatory,] enforcement, and policy activity are rapidly [removed: expanding] and [added: continually evolving and] creating a complex regulatory compliance environment.

Costs [added: and adaptation of our business practices] to comply with and implement [removed: these] [added: the increasing] privacy-related and data [removed: protection] [added: protection, data maintenance and transfer restriction] measures have been, and we expect will continue to be, [removed: significant.][added: significant, particularly as the laws and regulations across jurisdictions change frequently and sometimes conflict.]

- [removed: Certain] [added: We, and certain] types of information we collect, compile, use, and publish, [removed: including offerings in all our businesses,] are subject to [removed: regulation by governmental authorities] [added: numerous U.S. federal and state laws and non-U.S. regulations governing the protection of personal and confidential information of our clients and employees] in [added: the] jurisdictions in which we operate.

[removed: In addition, there] [added: There] is [added: also] increasing concern among certain privacy and data protection [removed: advocates and] [added: advocates,] government [removed: regulators] [added: regulators, litigators, and the press] regarding marketing and privacy matters as well as data protection, particularly as they relate to individual [removed: privacy] [added: privacy, threats to personal information,] and perceived national security interests.

- There has been increased public attention regarding the use of personal information and data transfer, accompanied by [added: examinations of regulated entities, and] legislation and regulations intended to strengthen data protection, information security and consumer and personal privacy.

The law in these areas continues to develop and the changing nature [added: and interpretations by courts around the world] of privacy and data protection laws [added: around the world, including] in [added: jurisdictions such as] the [removed: U.S.,] [added: U.S. (including in an increasing number of U.S. states),] the European Union (the “EU”), the People’s Republic of China and [removed: elsewhere] [added: India,] could have a significant impact on our processing of personal and sensitive information of our employees, vendors and customers and other [removed: data.][added: data, and in turn, our business practices.]

The EU’s comprehensive General Data Privacy Regulation (“GDPR”), for example, [removed: provides] [added: is a comprehensive regulation applying across all EU member states, providing] for penalties of up to the greater of €20 million or 4% of worldwide [removed: revenue.][added: revenue, and the average GDPR penalties increased in 2023 compared to prior years.]

Cyber threats continue to further evolve and continue to be more difficult to detect and successfully defend against.

As a result, cyber threats have in the past and may in the future defeat the measures that we or our third-party service providers take to anticipate, detect, avoid, or mitigate such threats.

- The cyber threats we and our third-party service providers (including our vendors) face are rapidly evolving and are becoming increasingly sophisticated and include denial of service attacks, ransomware, spyware, phishing/smishing/vishing attacks, business compromise attacks, employee errors, negligence or malfeasance, the use of malicious codes or worms, payment fraud, and other unauthorized occurrences on, or conducted through, our or our third-party service providers’ (including our vendors’) information systems and networks, originating from a wide variety of sources, including criminals, terrorists, nation states, financially motivated actors, internal actors, and external service providers.

The cyber risks the Company faces range from cyber attacks common to most industries, to more sophisticated and targeted attacks, including attacks carried out by state-sponsored actors, intended to obtain

Our third-party service providers, including our vendors, are also the subject of a variety of cyber attacks, including attacks carried out by state-sponsored actors.

The volume of such attacks, breaches and threats have increased over the years and we expect that volume to continue to increase.

We may be required to expend significant resources to mitigate the impact of any errors, interruptions, delays or cessations of service and we may have insufficient recourse against our third-party service providers, including our vendors.

Additionally, our failure to timely or accurately communicate cyber incidents to relevant parties, including as a result of a failure of our third-party service providers, including our vendors, to inform us of incidents impacting their information systems or networks in a timely manner could result in regulatory or litigation risk, and reputational harm.

Accordingly, there can be no assurance that our security measures will be sufficient to protect our information or information systems and networks.

Such weaknesses and vulnerabilities have been, and may continue to be identified as we complete integration of IHS Markit Ltd. information systems and networks.

For instance, certain of our new processes require manual

Moreover, generative artificial intelligence (“AI”) may be used in a way that significantly increases access to publicly available free or relatively inexpensive information.

Our approach to AI may not be successful, which could materially and adversely affect our business, financial condition or results of operations.

AI is an emerging technology that is expected to fundamentally change the way data is gathered, produced, protected, licensed, processed, and consumed.

Given the importance of data to our products and services, AI is becoming an increasingly important part of our business and industry.

We have established a Company-wide AI strategy to drive our approach to data protection, licensing and AI integration in our processes, products and services.

We have made significant investments in various AI initiatives.

However, the AI landscape is complex and rapidly evolving, and new and enhanced laws and regulations, governmental or regulatory scrutiny, competition from established or emerging companies, litigation, ethical concerns, cybersecurity concerns, intellectual property concerns, or other complications could adversely impact our ability to protect our data and intellectual property, to develop and offer products and services that effectively use AI, to compete with other AI products or services, or to improve efficiency of existing products or services through the effective use of AI to remain competitive, or could increase our burden and cost of research, development and regulatory compliance.

For instance, competitors may deploy AI in ways that make processing of information relatively inexpensive or free, which could significantly reduce demand for our data.

Additionally, we may be unable to effectively license or otherwise protect our data from unintended use by AI.

For additional risks related to intellectual property rights, see the risk factor entitled “*Our ability to protect our intellectual property rights could impact our competitive position*.” The development, testing and deployment of AI systems requires continued investment and may materially increase the cost profile of our offerings due to the nature of the computing cost involved in such systems.

In addition, the number of approaches to integrating and commercializing AI is currently large, and many of those approaches may fail to gain market acceptance or become obsolete as AI continues to evolve.

At this time, we are unable to predict which offerings will ultimately be successful.

Notwithstanding our investments, our products and services may become less marketable or less competitive, or potentially obsolete if either our approach to integrating AI into our products and services fails to gain market acceptance or our approach to protecting our data and intellectual property is ultimately inadequate.

Many of our offerings use new and evolving technologies, such as AI.

For example, the use of AI could lead to harmful consequences such as accuracy issues, unintended biases or discriminatory outputs.

or loss of public confidence, or our products and services may become less marketable or less competitive.

For our AI products and services to be competitive in the evolving and continually developing AI landscape, we must apply resources and make investments to secure such competitiveness and to ensure that our AI products and services are developed and implemented in a way to minimize unintended and harmful impacts.

In addition, our failure to continue development and adoption of ethical and transparent policies and procedures related to AI could negatively impact our reputation and customer confidence.

Any of these social or ethical issues could materially and adversely affect our business, financial condition or results of operations.

For example, the legal landscape with respect to AI is rapidly evolving, and we do not yet know whether intellectual property laws and regulations in the jurisdictions in which we operate will enable us to effectively protect our intellectual property rights from unintended use by AI.

Enhancements to our products and services combined with evolving regulation requires us to continuously evaluate our regulatory and compliance obligations, and government and self-regulatory agencies may conduct investigations to determine whether our products and services subject us to additional regulations.

These

particularly when such changes happen abruptly, such as following a change in government.

Other laws, regulations and rules are being considered or are likely to be considered in the future that may impact ancillary and other services provided by Ratings in addition to its credit rating products and services, for example regulatory oversight regimes for ESG ratings providers such as the proposal for an EU regulation on the transparency and integrity of ESG rating activities.

Indices is also subject to the benchmark regulation in Australia under which it is required to and has obtained a license

- The European Commission has adopted or proposed various options for regulatory intervention to address high energy prices including, among others, price limiting mechanisms on exchange traded gas products, the introduction of circuit breakers and the development of LNG import benchmarks.

- These laws, regulations and principles have impacted our Commodity Insights’ and Indices’ businesses by increasing their operating obligations, exposure, compliance risk, and costs of doing business.

Moreover, many of our products use new and evolving technologies, such as AI, that may contain their own undetected errors or defects.

For example, the AI used in our products could include undetected errors or defects that lead to harmful consequences such as accuracy issues, unintended biases or discriminatory outputs.

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.”

- Cyber threats are rapidly evolving and are becoming increasingly sophisticated and include denial of service attacks, ransomware, phishing attacks and payment fraud.

Despite our efforts to ensure the integrity of our systems, as cyber threats evolve and become more difficult to detect and successfully defend against, one or more cyber threats might defeat the measures that we or our vendors take to anticipate, detect, avoid or mitigate such threats.

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.

management time and energy from other businesses.

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.

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.

misappropriation.

In addition, an inadvertent failure to comply with federal, state, or international privacy-related or data protection laws and regulations despite our best efforts could result in proceedings against us by governmental entities or others.

- In addition, the EU and other jurisdictions, including the People’s Republic of China and India, are considering imposing or have already imposed additional restrictions, including in relation to cross-border transfers of personal and other types of data.

These requirements are increasing in complexity and number, change frequently and increasingly conflict among the various countries in which we operate, which results in greater compliance risk and cost for us.

As a result, we cannot

Our Indices and Commodity Insights businesses are subject to new and evolving regulatory regimes in the EU, the U.K. and Australia and the potential for increased or changing regulations in the U.S. and elsewhere.

Our Indices business is subject to evolving regulatory regimes in the EU, the U.K. and Australia.

- In October of 2012, IOSCO issued its Principles for Oil Price Reporting Agencies ("PRA Principles"), which IOSCO states are intended to enhance the reliability of oil price assessments that are referenced in derivative contracts subject to regulation by IOSCO members.

- In July of 2013, IOSCO issued its Principles for Financial Benchmarks ("Financial Benchmark Principles"), which are intended to promote the reliability of financial benchmarks by setting standards related to benchmark governance, benchmark quality, transparency and accountability mechanisms, including with regard to the indices and benchmarks published by Indices.

This legislation has and may continue to cause operating obligations, increased compliance risk and additional costs for Indices and Commodity Insights.

This legislation has and may continue to cause increased compliance risk and additional costs for Indices.

MiFID II includes provisions that, among other things: (i) mandate conditions and requirements on the licensing of benchmarks for the purposes of clearing related securities and provide for non-discriminatory access to exchanges and clearing houses for this purpose; (ii) modify the categorization and treatment of certain classes of derivatives; (iii) expand the categories of trading venues that are subject to regulation; (iv) require the unbundling of investment research from other services, including execution services, and direct that investment firms must pay for research either out of a dedicated research payment account which is paid for by clients or from the investment firm’s profits; and (v) provide for the mandatory trading of certain derivatives on exchanges (complementing the mandatory derivative clearing requirements in the EU Market Infrastructure Regulation of 2011, or EMIR).

Suspending our operations in those jurisdictions has

impacted revenue, particularly in Commodity Insights, though it has not had a material effect on the Company's results of operations.

However, the length and impact of the ongoing military conflict is highly unpredictable, and its continuation, or further escalation, could have additional adverse impacts our business, financial condition or results of operations.

The U.K.’s exit from the EU on January 31, 2020 (“Brexit”) has created legal uncertainty as the U.K. determines which EU laws to replace or replicate and the EU determines how to treat regulated activities (e.g., the activities of credit rating agencies) originating in the U.K. Our businesses are subject to increasing regulation of the financial services and commodities industries in Europe.

Potential changes in EU regulation, divergent interpretations by the U.K. of any replicated EU laws and/or additional regulation in the U.K. could cause additional operating obligations and increased costs for our businesses.

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

To date, the COVID-19 pandemic has not had a material adverse effect on our business, financial condition or results of operations.

While we offer competitive salary and benefit packages, we are facing challenges attracting and retaining talented employees due to strong competition for employees within our markets and increased compensation costs, which have been influenced by both the strong competition for employees within our markets and the current inflationary pressures.

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.

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

Management faces significant challenges in continuing to implement such integration, some of which may be beyond management’s control and which may result in increased costs and diversion of management’s time and energy, and which may materially adversely impact the 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 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 our business or reputation.

- The incremental costs associated with the integration of IHS Markit may exceed the savings 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 event there are material unanticipated costs.

Factors beyond our control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.

For example, on February 28, 2022, we completed our Merger with IHS Markit, and as a condition of securing regulatory approval for the Merger, we were required to divest CUSIP Global Services, our Leveraged Commentary and Data (“LCD”) business and a related family of leveraged loan indices.

On June 1, 2022, we also sold our Base Chemicals business, which we acquired in our Merger, to News Corp; such sale was also required as a condition of securing regulatory approval for the Merger.

The following [removed: Management's] [added: Management’s] Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

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: 2022,] [added: 2023,] which have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).

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

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

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

On [removed: January 14,] [added: May 2,] 2023, we [removed: entered into a securities and asset purchase agreement with] [added: completed the sale of Engineering Solutions to] Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. [removed: (“KKR”) to sell our Engineering Solutions business for $975 million in cash, subject to customary purchase price adjustments.][added: (“KKR”).]

The [removed: agreement follows] [added: transaction followed] our announced intent in November of 2022 to divest the business.

During the three years ended December 31, [removed: 2022,] [added: 2023,] we have returned approximately [removed: $15.6] [added: $18.2] billion to our shareholders through a combination of share repurchases and our quarterly dividends: we completed share repurchases of approximately [removed: $13.2] [added: $15.3] billion and distributed regular quarterly dividends totaling approximately [removed: $2.4] [added: $2.9] billion.

Also, on January [removed: 25, 2023,] [added: 23, 2024,] the Board of Directors approved a quarterly common stock dividend of [removed: $0.90] [added: $0.91] per share.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: ’22] [added: ’23] vs [removed: ’21] [added: ’22] | | | | | | [removed: ’21] [added: ’22] vs [removed: ’20] [added: ’21] | | |

| Revenue | | | $ | [removed: 11,181] [added: 12,497] | | | | | $ | [removed: 8,297] [added: 11,181] | | | | | $ | [removed: 7,442] [added: 8,297] | | | | | [removed: 35%] [added: 12%] | | | | | | [removed: 11%] [added: 35%] | | |

| Operating profit 2 | | | $ | [removed: 4,944] [added: 4,020] | | | | | $ | [removed: 4,221] [added: 4,944] | | | | | $ | [removed: 3,617] [added: 4,221] | | | | | [removed: 17%] [added: (19)%] | | | | | | 17% | | |

| % Operating margin | | | [removed: 44] [added: 32] | | % | | | | [removed: 51] [added: 44] | | % | | | | [removed: 49] [added: 51] | | % | | | | | | | | | | | | |

| Diluted earnings per share from net income | | | $ | [removed: 10.20] [added: 8.23] | | | | | $ | [removed: 12.51] [added: 10.20] | | | | | $ | [removed: 9.66] [added: 12.51] | | | | | [removed: (18)%] [added: (19)%] | | | | | | [removed: 29%] [added: (18)%] | | |

[removed: 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.

[added: Operating profit for the year ended December 31,] 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.

[removed: 2020] [added: 2021] includes [removed: lease impairments] [added: IHS Markit merger costs] of [removed: $120] [added: $249] million, employee severance charges of [removed: $66] [added: $13] million, [removed: IHS Markit merger] [added: lease-related] costs of [removed: $24 million, a gain on dispositions $16] [added: $4] million, a [removed: technology-related] [added: lease] impairment [removed: charge] of [removed: $12] [added: $3] million, [removed: lease-related] [added: Kensho retention related expenses of $2 million, acquisition-related] costs of [removed: $11] [added: $2] million and [removed: Kensho retention related expense] [added: a gain on disposition] of [removed: $11] [added: $2] million.

[removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020 also includes] [added: 2021 include] amortization of intangibles from acquisitions of [removed: $905] [added: $3] million, [removed: $96] [added: $4] million and [removed: $123] [added: $7] million, respectively.

Excluding the favorable impact of a higher gain on dispositions of 57 percentage points, partially offset by the impact of higher IHS Markit merger costs in 2022 of 11 percentage points, a S&P Foundation grant in 2022 of 6 percentage points, higher amortization of intangibles from acquisitions in 2022 of 26 percentage points and higher employee severance charges in 2022 of 8 percentage points and disposition-related costs of 1 percentage point, operating profit [added: increased 12%.]

Revenue [removed: growth at Ratings was] [added: increased in 2023 primarily] driven by an increase in [removed: both transaction] [added: corporate bond ratings revenue, bank loan ratings] revenue and [added: an increase in] non-transaction revenue.

[removed: Transaction revenue increased] [added: Increased issuance volumes] due to higher [removed: bank loan] [added: refinancing activity drove increases in corporate bond] ratings revenue and [removed: structured finance] [added: bank loan ratings] revenue.

Non-transaction revenue increased primarily due to an increase in [removed: surveillance, entity credit ratings,] [added: surveillance revenue and] an increase in revenue at our CRISIL [removed: subsidiary and higher Ratings Evaluation Service (“RES”)] [added: subsidiary, partially offset by a decrease in new entity credit ratings] revenue.

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

Revenue [removed: growth at Indices was] [added: increased in 2023 primarily] due to higher [added: exchange-traded derivative revenue driven by continued strength in] average [removed: levels of assets under management for exchange traded funds (“ETFs”) and mutual funds and] [added: trading volume,] higher data subscription [removed: revenue,] [added: revenue and higher average levels of AUM for ETFs,] partially offset by lower [removed: exchange-traded derivative] [added: over-the-counter derivatives] revenue.

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

[removed: Operating profit] [added: Revenue] increased [removed: 17%,] [added: 9%,] with a favorable impact from foreign exchange rates of [added: less than] 1 percentage point.

Excluding the [removed: unfavorable] impact of [added: higher amortization of intangibles from acquisitions in 2023 of 6 percentage points and higher] IHS Markit merger costs in [removed: 2021] [added: 2023] of [removed: 31] [added: 3] percentage [removed: points,] [added: point,] partially offset by higher [removed: lease impairment charges in 2020 of 16 percentage points, higher] employee severance charges in [removed: 2020 of 7 percentage points, higher amortization of intangibles from acquisitions in 2020 of 4 percentage points and higher technology-related impairment charges in 2020] [added: 2022] of [removed: 2] [added: 6] percentage points, operating profit increased [removed: 15%.][added: 16%.]

The increase was primarily due to revenue [removed: growth at all of our reportable segments combined with a decrease in occupancy costs,] [added: growth,] partially offset by higher [removed: incentive costs and an increase in] compensation costs [removed: driven by additional headcount] and [removed: annual merit increases.][added: increased incentives.]

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

[removed: In 2018, we announced the launch of] Powering [removed: the] [added: Global] Markets [removed: of] [added: is] the [removed: Future to provide a] framework for our forward-looking business strategy.

In [removed: 2023,] [added: 2024,] we are striving to deliver on our strategic priorities in the following key areas:

- Continuing to invest in customer facing solutions and [removed: processes.][added: processes; and]

*•*Driving continuous commitment to risk management, compliance, and control across S&P Global; [removed: and]

Further projections and discussion on our [removed: 2023] [added: 2024] outlook for our segments can be found within “ – Results of Operations”.

| Revenue | | | $ | [removed: 11,181] [added: 12,497] | | | | | $ | [removed: 8,297] [added: 11,181] | | | | | $ | [removed: 7,442] [added: 8,297] | | | | | [removed: 35%] [added: 12%] | | | | | | [removed: 11%] [added: 35%] | | |

| Selling and general expenses | | | [removed: 3,383] [added: 3,159] | | | | | | [removed: 1,714] [added: 3,396] | | | | | | [removed: 1,541] [added: 1,729] | | | | | | [removed: 97%] [added: (7)%] | | | | | | [removed: 11%] [added: 97%] | | |

| Depreciation and amortization | | | [removed: 1,013] [added: 1,143] | | | | | | [removed: 178] [added: 1,013] | | | | | | [removed: 206] [added: 178] | | | | | | [removed: N/M] [added: 13%] | | | | | | [removed: (13)%] [added: N/M] | | |

| Total expenses | | | [removed: 8,162] [added: 8,443] | | | | | | [removed: 4,087] [added: 8,162] | | | | | | [removed: 3,841] [added: 4,087] | | | | | | [removed: N/M] [added: 3%] | | | | | | [removed: 6%] [added: N/M] | | |

| [removed: Gain] [added: Loss (gain)] on dispositions | | | [removed: (1,898)] [added: 70] | | | | | | [removed: (11)] [added: (1,898)] | | | | | | [removed: (16)] [added: (11)] | | | | | | N/M | | | | | | [removed: (30)%] [added: N/M] | | |

| Equity in Income on Unconsolidated Subsidiaries | | | [removed: (27)] [added: (36)] | | | | | | [removed: —] [added: (27)] | | | | | | — | | | | | | [removed: N/M] [added: 33%] | | | | | | N/M | | |

Our operations consist of five businesses: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Commodity Insights (“Commodity Insights”), S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”).

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

- As of May 2, 2023, we completed the sale of Engineering Solutions, a provider of engineering standards and related technical knowledge, and the results are included through that date.

We received the full proceeds from the sale of $975 million in cash, subject to purchase price adjustments, which we expect to result in approximately $750 million in after-tax proceeds.

The assets and liabilities of Engineering Solutions were classified as held for sale in our consolidated balance sheet as of December 31, 2022.

See Note 2 - *Acquisitions and Divestitures* to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K for further discussion.

See Note 2 - *Acquisitions and Divestitures* to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K for further discussion.

2 Operating profit for the year ended December 31, 2023 includes IHS Markit merger costs of $236 million, employee severance charges of $184 million, acquisition-related costs of $77 million, loss on dispositions of $70 million, disposition-related costs of $24 million, lease impairments of $14 million, asset impairments of $9 million and an asset write-off of $1 million.

Operating profit also includes amortization of intangibles from acquisitions of $1.1 billion, $959 million and $96 million for the years ended December 31, 2023, 2022 and 2021, respectively.

*2023*

Revenue increased 12% primarily due to the impact of the merger with IHS Markit; subscription revenue growth for Desktop products, RatingsXpress®, RatingsDirect®, and data feed products within Data & Advisory Solutions at Market Intelligence; growth in corporate bond ratings revenue and bank loan ratings revenue due to higher refinancing activity and higher non-transaction revenue due to an increase in surveillance revenue and an increase in revenue at our CRISIL subsidiary at Ratings; continued demand for market data and market insights products, higher conference revenue and an increase in sales usage-based royalties from the licensing of our proprietary market data and price assessments to commodity exchanges at Commodity Insights; price increases and new business growth within the Dealer business as well as the favorable impact of the acquisition of Market Scan in February of 2023 at Mobility; and higher exchange-traded derivative revenue and higher data subscription revenue at Indices.

These increases were partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023, a decrease in new entity credit ratings revenue at Ratings and lower over-the-counter derivatives revenue at Indices.

Operating profit decreased 19%.

The increase was primarily due to revenue growth, partially offset by expenses associated with the merger with IHS Markit, higher compensation costs and increased incentives.

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

*Financial*

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

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

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

- Adopting efficient modern native cloud technologies and data services; implementing technologies that align with customer needs and unlock new opportunities; and

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

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

| Operating-related expenses | | | 4,141 | | | | | | 3,753 | | | | | | 2,180 | | | | | | 10% | | | | | | 72% | | |

| Revenue | | | $ | 12,497 | | | | | $ | 11,181 | | | | | $ | 8,297 | | | | | 12% | | | | | | 35% | | |

| Recurring variable | | | 504 | | | | | | 385 | | | | | | — | | | | | | 31% | | | | | | N/M | | |

*2023*

Subscription revenue growth in Desktop products, Credit & Risk Solutions and Data & Advisory Solutions at Market Intelligence, continued demand for Commodity Insights market data and market insights products and higher data subscription revenue at Indices, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.

Non-subscription / transaction revenue increased due to the impact of the merger with IHS Markit, growth in corporate bond ratings revenue and bank loan ratings revenue due to higher refinancing activity at Ratings and an increase in conference revenue at Commodity Insights, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.

Recurring variable revenue at Market Intelligence increased due to the impact of the merger with IHS Markit and fixed income new issuance volumes.

| (in millions) | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | | | % Change | | | | | | | | |

| Market Intelligence 1 | | | $ | 1,946 | | | | | $ | 1,165 | | | | | $ | 1,677 | | | | | $ | 983 | | | | | 16% | | | | | | 18% | | |

| Ratings 2 | | | 963 | | | | | | 468 | | | | | | 928 | | | | | | 404 | | | | | | 4% | | | | | | 16% | | |

| Commodity Insights 3 | | | 644 | | | | | | 461 | | | | | | 513 | | | | | | 466 | | | | | | 26% | | | | | | (1)% | | |

| Mobility 4 | | | 408 | | | | | | 502 | | | | | | 296 | | | | | | 385 | | | | | | 38% | | | | | | 31% | | |

| Indices 5 | | | 221 | | | | | | 219 | | | | | | 207 | | | | | | 218 | | | | | | 7% | | | | | | 1% | | |

| Intersegment eliminations 7 | | | (177) | | | | | | — | | | | | | (169) | | | | | | — | | | | | | 5% | | | | | | N/M | | |

| Total segments | | | 4,090 | | | | | | 2,842 | | | | | | 3,649 | | | | | | 2,532 | | | | | | 12% | | | | | | 12% | | |

| Corporate Unallocated expense 8 | | | 51 | | | | | | 317 | | | | | | 104 | | | | | | 864 | | | | | | (51)% | | | | | | (63)% | | |

| | | | $ | 4,141 | | | | | $ | 3,159 | | | | | $ | 3,753 | | | | | $ | 3,396 | | | | | 10% | | | | | | (7)% | | |

1 In 2023, selling and general expenses include employee severance charges of $90 million, acquisition-related costs of $69 million, IHS Markit merger costs of $49 million, an asset impairment of $5 million and as asset write-off of $1 million.

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.

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

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.

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.

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.

increased 12%.

*2021*

Revenue increased 11% with an unfavorable impact 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 and market insights products.

*Finance*

- 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.

| Operating-related expenses | | | 3,766 | | | | | | 2,195 | | | | | | 2,094 | | | | | | 72% | | | | | | 5% | | |

Subscription revenue increased primarily from growth in Market Intelligence's average contract values and continued demand for Commodity Insights market data and market insights products.

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

Non-subscription / transaction revenue increased due to an increase in bank loan ratings revenue and higher structured finance revenue at Ratings.

| Ratings 2 | | | 940 | | | | | | 392 | | | | | | 995 | | | | | | 433 | | | | | | (5)% | | | | | | (9)% | | |

| Total segments | | | 3,661 | | | | | | 2,520 | | | | | | 2,158 | | | | | | 1,342 | | | | | | 70% | | | | | | 88% | | |

| | | | $ | 3,766 | | | | | $ | 3,383 | | | | | $ | 2,195 | | | | | $ | 1,714 | | | | | 72% | | | | | | 97% | | |

| (in millions) | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | | | | | % Change | | | | | | | | |

| Market Intelligence 1 | | | $ | 922 | | | | | $ | 499 | | | | | $ | 905 | | | | | $ | 483 | | | | | 2% | | | | | | 3% | | |

| Ratings 2 | | | 995 | | | | | | 433 | | | | | | 950 | | | | | | 393 | | | | | | 5% | | | | | | 10% | | |

| Commodity Insights 3 | | | 214 | | | | | | 242 | | | | | | 196 | | | | | | 247 | | | | | | 9% | | | | | | (2)% | | |

| Indices 4 | | | 173 | | | | | | 168 | | | | | | 146 | | | | | | 168 | | | | | | 18% | | | | | | —% | | |

| Intersegment eliminations 5 | | | (146) | | | | | | — | | | | | | (137) | | | | | | — | | | | | | (6)% | | | | | | N/M | | |

| Total segments | | | 2,158 | | | | | | 1,342 | | | | | | 2,060 | | | | | | 1,291 | | | | | | 5% | | | | | | 4% | | |

| | | | $ | 2,195 | | | | | $ | 1,714 | | | | | $ | 2,094 | | | | | $ | 1,541 | | | | | 5% | | | | | | 11% | | |

4 In 2021, selling and general expenses include recovery of lease-related costs of $1 million.

Operating-related expenses increased by 5% as compared to 2020.

Increases at Ratings, Indices and Commodity Insights were primarily driven by higher incentive costs and an increase in compensation costs due to additional headcount and annual merit increases.

The increase at Market Intelligence was primarily due to an increase in intersegment royalties tied to annualized contract value growth and higher incentive costs.

Increases at Ratings, Commodity Insights and Indices were primarily driven by higher incentive costs and an increase in compensation costs due to additional headcount and annual merit increases.

The increase at Market Intelligence was primarily due to an increase in technology costs and higher incentive costs, partially offset by a decrease in compensation costs due to reduced headcount.

These increases were partially offset by lower occupancy costs and a decrease in legal related costs at Indices.

Depreciation and amortization decreased $28 million, or 13%, compared to 2020 primarily due to a decrease in intangible asset amortization related to assets that became fully amortized, partially offset by an increase in amortization expense driven by the acquisitions of RobecoSAM and Greenwich Associates LLC in January 2020 and February 2020, respectively.

The contingent payment is expected to be received in the first quarter of 2023.

- In January of 2020, Market Intelligence entered into a strategic alliance to transition S&P Global Market Intelligence's Investor Relations (“IR”) webhosting business to Q4 Inc. (“Q4”).

As of December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] we [removed: have] entered into foreign exchange forward contracts to [removed: mitigate or] hedge the effect of adverse fluctuations in foreign exchange rates and [removed: cross currency] [added: held cross-currency] swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates.

As of December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] we [removed: entered into] [added: held positions in] a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest [removed: rates on our future debt refinancing.][added: rates.]

We [removed: do] [added: have] not [removed: enter] [added: entered] into any derivative financial instruments for speculative purposes.

As of December 31, 2023 and December 31, 2022, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet.

These forward contracts are not designated as hedges and do not qualify for hedge accounting.

These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy.

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

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

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

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 [removed: ESG] [added: Environmental, Social] and [added: Governance (“ESG”) and] supply chain data analytics;

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

[removed: 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 [removed: Insights] [added: Insights’] revenue is generated primarily through the following sources:

Indices is a global index provider [removed: that maintains] [added: maintaining] a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.

Engineering Solutions [removed: includes] [added: included] 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 [removed: utilize] [added: utilized] advanced knowledge discovery technologies, research tools, and software-based engineering decision engines to advance innovation, maximize productivity, improve quality and reduce risk.

Engineering [removed: Solutions'] [added: Solutions’] revenue [removed: is] [added: was] generated primarily through the following sources:

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: 2022] [added: 2023] 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.

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: 39,950] [added: 40,450] permanent employees located worldwide, including around [removed: 21,750] [added: 22,450] in Asia, [removed: 11,750] [added: 11,550] in the U.S. and Canada, [removed: 5,700] [added: 5,600] in Europe, Middle East, and Africa, and [removed: 750] [added: 850] in Latin America.

[removed: ][added: ]

Among other things, this includes promoting an inclusive and performance-driven workplace culture with equitable opportunity for all; managing the Company’s initiatives to attract, develop, engage and retain the high-quality talent needed to ensure [removed: S&P Global] [added: the Company] is equipped with the right skillsets and intellectual capital to deliver on current and future business needs; and overseeing the design of the Company’s compensation, benefits and well-being programs.

In [removed: 2022,] [added: 2023,] we focused on delivering on the following strategic People priorities across the enterprise:

In connection with our commitment to create a diverse, equitable and inclusive workplace, we [removed: have taken the following steps] [added: remain committed] to [removed: foster] [added: fostering] an environment where our people can bring their whole selves to work:

In [removed: 2021, we also designed a new and improved DEI governance model for the larger combined organization following the close of the merger] [added: partnership] with [removed: IHS Markit] [added: the Executive Committee, regular updates are provided] to align on strategy and [removed: prioritization;] [added: prioritization, and to] improve connectivity and create a defined and well-coordinated feedback loop between the Company’s Board of Directors, the [removed: executive] [added: Executive Committee,] DEI [removed: Council, Employee] [added: team, People] Resource Groups and [removed: People leaders; and enhance accountability.][added: people leaders.]

- We measure progress on our diversity, equity and inclusion programs as part of our enterprise and division balanced scorecards, which are reviewed by the CEO quarterly and the Board at least [removed: biannually, and impact short-term incentive compensation.][added: biannually.]

Key [removed: Performance Indicators under our incentive scorecards for tracking and ensuring accountability for DEI progress] [added: performance indicators] include measuring the net change in the gender and racial/ethnic diversity of the [removed: S&P Global employee population and DEI specific sentiment through the annual VIBE] [added: Company’s] employee [removed: engagement survey.][added: population.]

- We connect colleagues across our organization through our [removed: Employee] [added: People] Resource [removed: Groups.][added: Groups (PRGs).]

These [removed: global and] [added: global,] employee-led networks offer career experiences and network-building opportunities that foster professional development and support workplace diversity.

[removed: - To improve our pipeline of diverse talent, we] [added: We] have [removed: expanded] [added: enhanced] our [removed: partnerships in diverse talent recruitment with select Historically Black Colleges and Universities, upgraded interview] training [added: globally] to incorporate awareness of unconscious [removed: bias,] [added: bias] and [added: inclusion, and] expanded career mentoring and leadership development opportunities for diverse colleagues.

- Career Coaching - We [removed: launched] [added: offer] a career coaching program, [removed: offering] [added: providing] customized support through global career coaches, to empower people to take ownership of their career and help them navigate their career path and opportunities to grow within [removed: S&P Global.][added: the Company.]

In [removed: 2022,] [added: 2023] we [added: continued] broadened initiatives to increase pay transparency, empowering our people leaders to manage pay conversations in an effort to continue attracting and retaining top talent.

In early [removed: 2022,] [added: 2023,] most of our employees remained working from home and we introduced a new flexible return to office model via a phased approach called anchor-flex.

We [removed: focused] [added: focus] on the well-being of our people aligned to our “people first” philosophy through expansion of our benefits offerings globally:

- Recharge, flexible and unlimited time off to balance [removed: your] work and life in order to maximize the effectiveness of both.

- [removed: sick] [added: Sick] leave for a minimum of 10 business days or [removed: your] local statutory timeframe.

[removed: S&P Global offers] [added: We offer] well-being programs that enrich work-life experiences and help our people prioritize their mental, physical, financial, and social [removed: wellbeing.][added: well-being.]

- [removed: Wellbeing] [added: Well-being] Program support and resources focused on physical and mental [removed: wellbeing] [added: well-being] including fitness classes, mental health programs, and education on topics such as Mental Health, Preventative Health, Family Issues, DEI, and Professional Skills Development.

- [removed: Wellbeing] [added: Well-being] Reimbursement of team members for [removed: wellbeing-related] [added: well-being-related] activities, providing the flexibility for team members to decide how to use their [removed: wellbeing] [added: well-being] reimbursement to meet their specific wellness needs.

As a result, we strive to create a unified and inclusive workplace culture that promotes employee engagement, [removed: satisfaction] [added: satisfaction,] and performance; and that reflects our common corporate purpose and values.

In addition, these [removed: filings] [added: filing] are available to the public on the [removed: Commission's] [added: Commission’s] website through their EDGAR filing system at www.sec.gov.

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

Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a

Mobility includes the following business lines:

- Dealer *—* includes analytics to predict future buyers, targeted marketing, and vehicle history data to allow people to shop, buy, service and sell used cars;

- Manufacturing *—* includes insights, forecasts and advisory services spanning the entire automotive value chain, from product planning to marketing, sales and the aftermarket; and

- Financial *—* includes reports and data feeds to support lenders and insurance companies.

As of May 2, 2023, we completed the sale of Engineering Solutions, a provider of engineering standards and related technical knowledge, and the results are included through that date.

- Delivered a new, biennial, enterprise experience (Accelerate Progress LIVE: Lead with Purpose) to further connect with our Company’s purpose and reflect on and celebrate the many ways purpose comes to life

- Under the leadership of our Chief Purpose Officer, our enterprise DEI strategy is executed globally and addresses the local, regional and global needs of our workforce.

These metrics are linked to short-term incentive compensation and help increase accountability for our DEI progress.

Additionally, we track and monitor employee sentiments on DEI through the annual VIBE employee engagement survey entitled VIBE.

United by intersectionality and shared purpose, our nine PRGs also provide community for our people across diverse backgrounds.

- To both attract and retain our pipeline of diverse talent, we have expanded our outreach and recruiting partnerships with associations and industry groups, select Historically Black Colleges and Universities (HBCUs) and Hispanic

Serving Institutions (HSIs).

This approach to empower our people in their careers aligns to our performance management philosophy and processes and is reinforced across our suite of learning programs.

These programs use a variety of engagement types including in-person immersions, virtual cohorts, and self-guided on demand exercises.

- Learning for All – We have a centralized learning team that hosts personal and professional upskilling courses, available to all our people across the enterprise and in a variety of formats.

These offerings complement the efforts of our divisional and functional learning teams that provide product, client, and role-based skills training specific to their areas.

- Team Development – Our teams are at the heart of what we do at S&P Global, so we offer support and resources to help them stay connected with one another, navigate change, and continue to produce high-quality work.

We lead a variety of workshops focused on building and maintaining effective teams.

2023 facility upgrades include: snack and fruit options offered free of charge at all our global locations with healthful choices in mind; menstruation products provided free of charge at all locations; upgrades to nursing/wellness rooms, including hospital-grade Medela pump available in each office nursing room, as well as fridge, dimmable lighting, mirror, disinfectant wipes, and

hand moisturizer; enhancements to prayer, contemplation and wellness rooms to include carpets, locks, storage (cubicles, racks, or cabinet), and updated signage to include multiple uses.

In November 2023, we announced an update to our global guidelines on working in the office, so people aligned to an office are expected to come in at least 2 days per week or 9 days per month starting January 2024.

We provided a two months’ transition period and a host of resources to help people plan for the transition and any adjustments they would need to make including dependent care, commuting, or other arrangements.

Recognizing that there will be circumstances and obligations that make virtual work a necessity for some of our people, we continue to offer the option of all-hybrid work for certain roles.

In 2024, we will introduce a flexible summer month, during which we will relax the expectation for in-office days.

Expanded paid compassion leave to include pregnancy loss and loss of a pet.

- Global Cancer Support secures the salary of any employee unable to work due to a diagnosis of cancer or other chronic disease or serious illness for up to one year, so they can stay focused on their treatment and recovery.

- Financial well-being reimbursement for financial, tax, and estate planning.

- Enhanced Reproductive Wellness options including:

◦Maven Parental Support to help improve parental health outcomes through equitable care with holistic, clinical support and coaching for pregnant employees and their partners.

◦Maven Expressed Milk Shipping to help parents transition back to work by providing for the delivery of expressed milk home to baby.

◦Fertility IQ/Menopause IQ: Provides premier, on-demand digital education globally to support family building (Fertility IQ) and menopause topics (Menopause IQ).

- Educational Support Policy & Student Loan Reimbursement: Subject to course of study, the Company will reimburse previously-approved tuition, registration/program fees and course-related books up to the country-specific amount.

The Company will match the amount an employee has been reimbursed for further education with an equal amount for a current student loan.

The sum of both amounts cannot exceed the country-specific annual maximum.

In December 2023, we hosted “Accelerate Progress LIVE: Lead with Purpose,” an enterprise-wide event exploring our company purpose, how our people contribute, and its impact on our customers.

This was the first of its kind event for the Company and was bookended with support for our leaders to reinforce the key messages.

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.

analytics, and financial risk solutions which includes subscription-based offerings, RatingsXpress®, RatingsDirect® and Credit Analytics.

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

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.

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

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.

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.

- Roll out and embed our new purpose and values across the combined company

- An executive DEI Council, co-chaired by our CEO and Chief Purpose Officer, directs and oversees our enterprise-wide DEI strategy, advancing and ensuring coordination and accountability for DEI programs across the organization.

We are also including diversity and inclusion as an integral part of our Global Mobility strategy.

Access to more than 10 years of the Company's filings made with the SEC is available through the Company's Investor Relations website.

Go to http://investor.spglobal.com and click on the SEC Filings link.

Please call the Commission at 1-800-SEC-0330 for further assistance.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[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: 2022,] [added: 2023,] was [removed: $113.3] [added: $127.5] billion, based on the closing price of the common stock as reported on the New York Stock Exchange of [removed: $337.06] [added: $400.89] per common share.

The number of shares of common stock of the Registrant outstanding as of January [removed: 27, 2023] [added: 26, 2024] was [removed: 322.0] [added: 314.1] million shares, excluding 7.2 million outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust.

Part III incorporates information by reference from the definitive proxy statement for the [removed: 2023] [added: 2024] annual meeting of shareholders.

| 1A. | | | [Risk [removed: Factors](#i27de34ee69764154838efa409714fad8_19)] [added: Factors](#i3b037ada2d5d46e780973151804060c6_19)] | | | [removed: [13](#i27de34ee69764154838efa409714fad8_19)] [added: [13](#i3b037ada2d5d46e780973151804060c6_19)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#i27de34ee69764154838efa409714fad8_22)] [added: Comments](#i3b037ada2d5d46e780973151804060c6_22)] | | | [removed: [28](#i27de34ee69764154838efa409714fad8_22)] [added: [28](#i3b037ada2d5d46e780973151804060c6_22)] | | |

| 3 | | | [Legal [removed: Proceedings](#i27de34ee69764154838efa409714fad8_22)] [added: Proceedings](#i3b037ada2d5d46e780973151804060c6_22)] | | | [removed: [28](#i27de34ee69764154838efa409714fad8_22)] [added: [28](#i3b037ada2d5d46e780973151804060c6_22)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#i27de34ee69764154838efa409714fad8_22)] [added: Disclosures](#i3b037ada2d5d46e780973151804060c6_22)] | | | [removed: [28](#i27de34ee69764154838efa409714fad8_22)] [added: [28](#i3b037ada2d5d46e780973151804060c6_22)] | | |

| | | | [removed: Information] [added: [Information] about our Executive [removed: Officers] [added: Officers](#i3b037ada2d5d46e780973151804060c6_25)] | | | [removed: [29](#i27de34ee69764154838efa409714fad8_25)] [added: [30](#i3b037ada2d5d46e780973151804060c6_25)] | | |

| 5 | | | [Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i27de34ee69764154838efa409714fad8_31)] [added: Securities](#i3b037ada2d5d46e780973151804060c6_31)] | | | [removed: [31](#i27de34ee69764154838efa409714fad8_31)] [added: [32](#i3b037ada2d5d46e780973151804060c6_31)] | | |

| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i27de34ee69764154838efa409714fad8_40)] [added: Operations](#i3b037ada2d5d46e780973151804060c6_37)] | | | [removed: [34](#i27de34ee69764154838efa409714fad8_40)] [added: [35](#i3b037ada2d5d46e780973151804060c6_37)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i27de34ee69764154838efa409714fad8_73)] [added: Risk](#i3b037ada2d5d46e780973151804060c6_76)] | | | [removed: [69](#i27de34ee69764154838efa409714fad8_73)] [added: [71](#i3b037ada2d5d46e780973151804060c6_76)] | | |

| 8. | | | [Consolidated Financial Statements and Supplementary [removed: Data](#i27de34ee69764154838efa409714fad8_76)] [added: Data](#i3b037ada2d5d46e780973151804060c6_79)] | | | [removed: [70](#i27de34ee69764154838efa409714fad8_76)] [added: [72](#i3b037ada2d5d46e780973151804060c6_79)] | | |

| 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i27de34ee69764154838efa409714fad8_151)] [added: Disclosure](#i3b037ada2d5d46e780973151804060c6_148)] | | | [removed: [122](#i27de34ee69764154838efa409714fad8_151)] [added: [124](#i3b037ada2d5d46e780973151804060c6_148)] | | |

| 9A. | | | [Controls and [removed: Procedures](#i27de34ee69764154838efa409714fad8_151)] [added: Procedures](#i3b037ada2d5d46e780973151804060c6_148)] | | | [removed: [122](#i27de34ee69764154838efa409714fad8_151)] [added: [124](#i3b037ada2d5d46e780973151804060c6_148)] | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i27de34ee69764154838efa409714fad8_151)] [added: Inspections](#i3b037ada2d5d46e780973151804060c6_148)] | | | [removed: [122](#i27de34ee69764154838efa409714fad8_151)] [added: [124](#i3b037ada2d5d46e780973151804060c6_148)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i27de34ee69764154838efa409714fad8_154)] [added: Governance](#i3b037ada2d5d46e780973151804060c6_151)] | | | [removed: [124](#i27de34ee69764154838efa409714fad8_154)] [added: [126](#i3b037ada2d5d46e780973151804060c6_151)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i27de34ee69764154838efa409714fad8_154)] [added: Matters](#i3b037ada2d5d46e780973151804060c6_151)] | | | [removed: [124](#i27de34ee69764154838efa409714fad8_154)] [added: [126](#i3b037ada2d5d46e780973151804060c6_151)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i27de34ee69764154838efa409714fad8_154)] [added: Independence](#i3b037ada2d5d46e780973151804060c6_151)] | | | [removed: [124](#i27de34ee69764154838efa409714fad8_154)] [added: [126](#i3b037ada2d5d46e780973151804060c6_151)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i27de34ee69764154838efa409714fad8_160)] [added: Schedules](#i3b037ada2d5d46e780973151804060c6_157)] | | | [removed: [126](#i27de34ee69764154838efa409714fad8_160)] [added: [128](#i3b037ada2d5d46e780973151804060c6_157)] | | |

| | | | [Schedule II — Valuation and Qualifying [removed: Accounts](#i27de34ee69764154838efa409714fad8_163)] [added: Accounts](#i3b037ada2d5d46e780973151804060c6_160)] | | | [removed: [127](#i27de34ee69764154838efa409714fad8_163)] [added: [129](#i3b037ada2d5d46e780973151804060c6_160)] | | |

| | | | [Exhibit Index and [removed: Exhibits](#i27de34ee69764154838efa409714fad8_166)] [added: Exhibits](#i3b037ada2d5d46e780973151804060c6_163)] | | | [removed: [128](#i27de34ee69764154838efa409714fad8_166)] [added: [130](#i3b037ada2d5d46e780973151804060c6_163)] | | |

These statements, [removed: including statements about the completed merger (the “Merger”) between a subsidiary of the Company and IHS Markit Ltd. (“IHS Markit”),] which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this 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, political, and regulatory [removed: conditions,] [added: conditions (including slower GDP growth or recession, instability in the banking sector] and [added: inflation), and] factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, [removed: pandemics] [added: public health crises] (e.g., [removed: COVID-19),] [added: pandemics),] geopolitical uncertainty (including military conflict), and conditions that may result from legislative, regulatory, trade and policy changes;

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

- the continuously evolving regulatory environment in Europe, the United States and elsewhere around the globe affecting each of our [removed: business divisions] [added: businesses] and the products [removed: our business divisions] [added: they] offer, and our compliance therewith;

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

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

Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including Item 1A, *Risk [removed: Factors*,] [added: Factors*] in this Annual Report on Form 10-K.

| 1 | | | [Business](#i3b037ada2d5d46e780973151804060c6_16) | | | [6](#i3b037ada2d5d46e780973151804060c6_16) | | |

| 1C. | | | [Cybersecurity](#i3b037ada2d5d46e780973151804060c6_22) | | | [28](#i3b037ada2d5d46e780973151804060c6_22) | | |

| 2 | | | [Properties](#i3b037ada2d5d46e780973151804060c6_22) | | | [28](#i3b037ada2d5d46e780973151804060c6_22) | | |

| 6 | | | [\[Reserved\]](#i3b037ada2d5d46e780973151804060c6_34) | | | [34](#i3b037ada2d5d46e780973151804060c6_34) | | |

| 9B. | | | [Other Information](#i3b037ada2d5d46e780973151804060c6_148) | | | [124](#i3b037ada2d5d46e780973151804060c6_148) | | |

| 11 | | | [Executive Compensation](#i3b037ada2d5d46e780973151804060c6_151) | | | [126](#i3b037ada2d5d46e780973151804060c6_151) | | |

| 14 | | | [Principal Account](#i3b037ada2d5d46e780973151804060c6_151)[a](#i3b037ada2d5d46e780973151804060c6_151)[nt](#i3b037ada2d5d46e780973151804060c6_151) [Fees and Services](#i3b037ada2d5d46e780973151804060c6_151) | | | [126](#i3b037ada2d5d46e780973151804060c6_151) | | |

| 16 | | | [Form 10-K Summary](#i3b037ada2d5d46e780973151804060c6_166) | | | [136](#i3b037ada2d5d46e780973151804060c6_166) | | |

| [Signatures](#i3b037ada2d5d46e780973151804060c6_169) | | | | | | [136](#i3b037ada2d5d46e780973151804060c6_169) | | |

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

required by applicable law.

| 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) | | |

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

| 14 | | | [Principal Accounting Fees and Services](#i27de34ee69764154838efa409714fad8_154) | | | [124](#i27de34ee69764154838efa409714fad8_154) | | |

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

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

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

- business disruption following the Merger;

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

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

Risk Management and strategy.

*Integrated Risk Management*

Management is responsible for the day-to-day management of the Company’s risk exposures in a manner consistent with the strategic direction and objectives established by the Board.

As a critical component of the Company’s risk management process, management has adopted an integrated risk management framework to continuously identify, assess, measure, manage, monitor and report current and emerging non-financial risks.

As part of this framework, the Company has an Enterprise Risk Management (“ERM”) Committee which is chaired by the Company’s Chief Risk & Compliance Officer.

Our Chief Information Security Officer (“CISO”) is also a member of the ERM Committee.

The ERM Committee oversees the Company’s risk management framework, including the implementation of the framework components across the Company and promotes a strong Company-wide culture of risk management, compliance and control.

*Engagement of Third-party Support*

We engage third-party services to conduct evaluations of our security controls, whether through penetration testing, independent audits or consulting on best practices to address new challenges.

These evaluations include testing both the design and operational effectiveness of security controls.

We also share and receive threat intelligence with our defense industrial base peers, government agencies, information sharing and analysis centers and cybersecurity associations.

*Third-party Risk Management*

Our risk management program also assesses third party risks, and we perform third-party risk management to identify and mitigate risks from third parties such as vendors, suppliers, and other business partners associated with our use of third-party service providers.

Cybersecurity risks are evaluated when determining the selection and oversight of applicable third-party service providers.

*Impact of Risks from Cybersecurity Threats*

We are regularly subject to cybersecurity attacks.

None of the risks from cybersecurity threats we’ve faced to date have materially affected, and we do not believe are reasonably likely to materially affect the Company, our business strategy, results of operations or financial condition.

Governance.

*Board Oversight of Cybersecurity Threats*

The board of directors of the Company (the “Board”) has oversight responsibility for the Company’s risk management framework, including technology and cybersecurity risks facing the Company.

Our Board, and Nominating and Audit Committees, gave significant consideration over the past several years to the appropriate Board and Committee oversight structure for risks associated with technology and cybersecurity.

The full Board receives briefings from management on enterprise-wide technology, cybersecurity risk management and the overall technology and cybersecurity environment by management.

Specifically, the full Board receives biannual reports from the Chief Digital Solutions Officer and the CISO.

The Board coordinates with the Audit Committee and Finance Committee to ensure active Board- and Committee-level oversight of the Company’s technology and cyber risk profile, enterprise technology and cyber strategies, and information security initiatives.

In addition, the Board has delegated primary responsibility for oversight of the Company’s key risks, including cybersecurity, to the Audit Committee.

The Audit Committee reviews technology and cybersecurity risks, as well as

Table of Contents

the Company’s risk mitigation processes and internal control procedures to protect sensitive business information.

The Audit Committee also receives regular updates from the Chief Digital Solutions Officer and the CISO on the Company’s technology and cybersecurity programs.

In addition, the Finance Committee oversees management’s strategy with regard to technology and associated risks, including cybersecurity risks, when considering major capital expenditures and acquisitions.

The Board also receives regular updates from the Audit Committee and Finance Committee on their in-depth Committee-level reviews.

*Role of Management*

In addition to the risk management activities undertaken by the ERM Committee, our corporate information security organization, led by our CISO, is responsible for our overall information security strategy, policy, security engineering, operations and cyber threat detection and response.

The current CISO has more than 26 years of technology industry leadership, cybersecurity expertise and engineering and operations experience.

The corporate information security organization manages and continually enhances the Company’s enterprise security structure with the goal of preventing cybersecurity incidents to the extent feasible, while simultaneously increasing our system resilience to minimize the business impact should an incident occur.

Central to this organization is our cyber incident response team, which is responsible for the Company’s protection, detection and response capabilities.

In the event of a cybersecurity incident, the Company is equipped with an incident response plan that includes: (i) detection and analysis, (ii) containment and eradication, and (iii) remediation and (iv) preparation for future incidents.

Incident responses are led by our Information Security team and supported by Legal, Compliance and other functions as appropriate.

The CISO and the Chief Digital Solutions Officer provide regular updates to the Board and the Audit Committee concerning the Company’s technology and cybersecurity programs, associated risks and the Company’s efforts to help mitigate those risks.

We lease office facilities at [removed: 172] [added: 135] locations; [removed: 43] [added: 39] are in the U.S. In addition, we own real property at [removed: 7] [added: 6] locations, of which 2 are in the U.S. Our properties consist primarily of office space used by each of our segments.

| Douglas L. Peterson | | | | | | [removed: 64] [added: 65] | | | | | | President and Chief Executive Officer | | |

| Ewout L. Steenbergen | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President, Chief Financial Officer | | |

| Adam Kansler | | | | | | [removed: 53] [added: 54] | | | | | | President, S&P Global Market Intelligence | | |

| Martina L. Cheung | | | | | | [removed: 47] [added: 48] | | | | | | President, S&P Global Ratings | | |

| Saugata Saha | | | | | | [removed: 47] [added: 48] | | | | | | President, S&P Global Commodity Insights | | |

| Edouard Tavernier | | | | | | [removed: 47] [added: 50] | | | | | | President, S&P Global Mobility | | |

| Dan Draper | | | | | | [removed: 54] [added: 55] | | | | | | Chief Executive Officer, S&P Dow Jones Indices | | |

| S. Swamy Kocherlakota | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President, Chief [removed: Information] [added: Digital Solutions] Officer | | |

| Steven J. Kemps | | | | | | [removed: 58] [added: 59] | | | | | | Executive Vice President, Chief Legal Officer | | |

| [removed: Nancy J. Luquette] [added: Dimitra Manis] | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President, Chief [removed: Risk & Compliance] [added: Purpose] Officer | | |

[removed: | Dimitra Manis | | | | | | 57 | | | | | |] [added: Ms. Manis, prior to becoming] Executive Vice President, Chief Purpose [added: Officer, served as Executive Vice President, Chief People] Officer [removed: | | |][added: since May 15, 2018 at S&P Global.]

| Sally Moore | | | | | | [removed: 47] [added: 48] | | | | | | Executive Vice President, Global Head of Strategy, M&A and Partnerships | | |

Mr. Kocherlakota, prior to becoming Executive Vice President, Chief [removed: Information] [added: Digital Solutions] Officer on [added: December 12, 2023, was Executive Vice President, Chief Information Officer since] January 13, 2020, was Chief Information Officer since January 1, 2018, and was Global Head of Infrastructure & Cloud and Enterprise Services since July, 2017.

Mr. [removed: Steenbergen, prior to becoming] [added: Steenbergen has served as] Executive Vice President and Chief Financial Officer at S&P Global [removed: in] [added: since] November [removed: 2016, was Executive Vice President and Chief Financial Officer of Voya Financial, Inc.][added: 2016.]

| Christopher F. Craig | | | | | | 50 | | | | | | Interim Chief Financial Officer (effective February 12, 2024) | | |

Mr. Craig will begin serving as Interim Chief Financial Officer on February 12, 2024.

Mr. Craig currently serves as Senior Vice President, Controller and Chief Accounting Officer, and he will continue serving in this role until such time as a new Chief Financial Officer is appointed.

Prior to becoming the Company's Senior Vice President, Controller and Chief Accounting Officer on September 7, 2018, Mr. Craig served as Vice President, Assistant Controller of the Company and prior to that as Senior Director, Technical Accounting and Policy.

Mr. Craig joined the Company in 2010.

He served as Executive Vice President and General Counsel at Quanta Services, where he oversaw all legal affairs and advised the business on regulatory, ethical and compliance matters.

Ms. Luquette, prior to becoming Executive Vice President, Chief Risk & Compliance Officer on January 9, 2020, was Senior Vice President, Chief Risk & Audit Executive for S&P Global since June 2016, and prior to that was the Chief Audit Executive for the Company, in which capacity she led the S&P Global Internal Audit function and the Ratings Risk Review function for S&P Global Ratings.

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. since 2017.

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

Prior to that, he was Chief Operating Officer of Citibank, NA.

The approximate number of record holders of our common stock as of January [removed: 27, 2023] [added: 26, 2024] was [removed: 2,281.][added: 2,733.]

The peer group consists of the following companies: Moody’s Corporation, CME Group Inc., MSCI Inc., FactSet Research Systems Inc., Verisk Analytics, Inc. and Intercontinental Exchange, Inc. Returns assume $100 invested on December 31, [removed: 2017] [added: 2018] and total return includes reinvestment of dividends through December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

Regular quarterly dividends per share of our common stock for [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] were as follows:

| $0.77 in the first quarter of 2022 and $0.85 in the remaining quarters of 2022 | | | [removed: $] | [removed: 3.32] | | | | | [added: $] | [added: 3.32] | |

On January [removed: 25, 2023,] [added: 23, 2024,] the Board of Directors approved a quarterly common stock dividend of [removed: $0.90] [added: $0.91] per share.

During the fourth quarter of [removed: 2022,] [added: 2023,] we repurchased 2.8 million shares under the 2022 Repurchase [removed: Program,] [added: Program] and, as of December 31, [removed: 2022, 27.2] [added: 2023, 18.7] million shares remained under the 2022 Repurchase Program.

The following table provides information on our purchases of our outstanding common stock during the fourth quarter of [removed: 2022] [added: 2023] pursuant to our [removed: 2020 and] 2022 Repurchase [removed: Programs] [added: Program] (column c).

1 Includes [removed: 2.4] [added: 2.8] million shares received from the initiation of our ASR agreement that we entered into on [removed: December 2, 2022.][added: November 13, 2023.]

| | | | 2023 | | | | | | 2022 | | |

| $0.90 per quarter in 2023 | | | $ | 3.60 | | | | | | | |

| Oct. 1 - Oct. 31, 2023 | | | | | | 896 | | | | | | $ | 366.95 | | | | | — | | | | | | 21.5 | | million |

| Nov. 1 - Nov. 30, 2023 1 | | | | | | 2,805,191 | | | | | | 362.17 | | | | | | 2,798,815 | | | | | | 18.7 | | million |

| Dec. 1 - Dec. 31, 2023 | | | | | | 52,349 | | | | | | 440.06 | | | | | | — | | | | | | 18.7 | | million |

| Total — Quarter | | | | | | 2,858,436 | | | | | | $ | 430.63 | | | | | 2,798,815 | | | | | | 18.7 | | million |

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

| $0.77 per quarter in 2021 | | | | | | | | | $ | 3.08 | |

On January 29, 2020, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2020 Repurchase Program”), which was approximately 12% of the total shares of our outstanding common stock at that time.

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.

| 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 |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i27de34ee69764154838efa409714fad8_79)] [added: Firm](#i3b037ada2d5d46e780973151804060c6_82)] (PCAOB ID: 42) | | | [removed: [71](#i27de34ee69764154838efa409714fad8_79)] [added: [73](#i3b037ada2d5d46e780973151804060c6_82)] | | |

| [Consolidated Statements of [removed: Income](#i27de34ee69764154838efa409714fad8_82)] [added: Income](#i3b037ada2d5d46e780973151804060c6_85)] | | | [removed: [75](#i27de34ee69764154838efa409714fad8_82)] [added: [76](#i3b037ada2d5d46e780973151804060c6_85)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i27de34ee69764154838efa409714fad8_85)] [added: Income](#i3b037ada2d5d46e780973151804060c6_88)] | | | [removed: [76](#i27de34ee69764154838efa409714fad8_85)] [added: [77](#i3b037ada2d5d46e780973151804060c6_88)] | | |

| [Consolidated Balance [removed: Sheets](#i27de34ee69764154838efa409714fad8_88)] [added: Sheets](#i3b037ada2d5d46e780973151804060c6_91)] | | | [removed: [77](#i27de34ee69764154838efa409714fad8_88)] [added: [78](#i3b037ada2d5d46e780973151804060c6_91)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i27de34ee69764154838efa409714fad8_91)] [added: Flows](#i3b037ada2d5d46e780973151804060c6_94)] | | | [removed: [78](#i27de34ee69764154838efa409714fad8_91)] [added: [79](#i3b037ada2d5d46e780973151804060c6_94)] | | |

| [Consolidated Statements of [removed: Equity](#i27de34ee69764154838efa409714fad8_94)] [added: Equity](#i3b037ada2d5d46e780973151804060c6_97)] | | | [removed: [79](#i27de34ee69764154838efa409714fad8_94)] [added: [80](#i3b037ada2d5d46e780973151804060c6_97)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i27de34ee69764154838efa409714fad8_97)] [added: Statements](#i3b037ada2d5d46e780973151804060c6_100)] | | | [removed: [80](#i27de34ee69764154838efa409714fad8_97)] [added: [81](#i3b037ada2d5d46e780973151804060c6_100)] | | |

| 2 [Acquisitions and [removed: Divestitures](#i27de34ee69764154838efa409714fad8_106)] [added: Divestitures](#i3b037ada2d5d46e780973151804060c6_109)] | | | [removed: [87](#i27de34ee69764154838efa409714fad8_106)] [added: [89](#i3b037ada2d5d46e780973151804060c6_109)] | | |

| 3 [Goodwill and Other Intangible [removed: Assets](#i27de34ee69764154838efa409714fad8_109)] [added: Assets](#i3b037ada2d5d46e780973151804060c6_112)] | | | [removed: [93](#i27de34ee69764154838efa409714fad8_109)] [added: [94](#i3b037ada2d5d46e780973151804060c6_112)] | | |

| [12 Segment and Geographic [removed: Information](#i27de34ee69764154838efa409714fad8_139)] [added: Information](#i3b037ada2d5d46e780973151804060c6_142)] | | | [removed: [115](#i27de34ee69764154838efa409714fad8_139)] [added: [115](#i3b037ada2d5d46e780973151804060c6_142)] | | |

We have audited the accompanying consolidated balance sheets of S&P Global Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 9, 2023] [added: 8, 2024] expressed an unqualified opinion thereon.

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

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

The communication of [added: the] critical audit [removed: matters] [added: matter] 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: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| *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: $3,267] [added: $3,800] million at December 31, [removed: 2022.] [added: 2023.] 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. | | |

We have audited S&P Global Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in Item 15(a)(2) and our report dated February [removed: 9, 2023] [added: 8, 2024] expressed an unqualified opinion thereon.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenue | | | $ | [removed: 11,181] [added: 12,497] | | | | | $ | [removed: 8,297] [added: 11,181] | | | | | $ | [removed: 7,442] [added: 8,297] | |

| Selling and general expenses | | | [removed: 3,383] [added: 3,159] | | | | | | [removed: 1,714] [added: 3,396] | | | | | | [removed: 1,541] [added: 1,729] | | |

| Depreciation | | | [removed: 108] [added: 101] | | | | | | [removed: 82] [added: 108] | | | | | | [removed: 83] [added: 82] | | |

| Amortization of intangibles | | | [removed: 905] [added: 1,042] | | | | | | [removed: 96] [added: 905] | | | | | | [removed: 123] [added: 96] | | |

| Total expenses | | | [removed: 8,162] [added: 8,443] | | | | | | [removed: 4,087] [added: 8,162] | | | | | | [removed: 3,841] [added: 4,087] | | |

| [removed: Gain] [added: Loss (gain)] on dispositions | | | [removed: (1,898)] [added: 70] | | | | | | [removed: (11)] [added: (1,898)] | | | | | | [removed: (16)] [added: (11)] | | |

| Equity in income on unconsolidated subsidiaries | | | [removed: (27)] [added: (36)] | | | | | | [removed: —] [added: (27)] | | | | | | — | | |

| Operating profit | | | [removed: 4,944] [added: 4,020] | | | | | | [removed: 4,221] [added: 4,944] | | | | | | [removed: 3,617] [added: 4,221] | | |

| Other [removed: income,] [added: expense (income),] net | | | [removed: (70)] [added: 15] | | | | | | [removed: (62)] [added: (70)] | | | | | | [removed: (31)] [added: (62)] | | |

| Interest expense, net | | | [removed: 304] [added: 334] | | | | | | [removed: 119] [added: 304] | | | | | | [removed: 141] [added: 119] | | |

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

| Income before taxes on income | | | [removed: 4,702] [added: 3,671] | | | | | | [removed: 4,164] [added: 4,702] | | | | | | [removed: 3,228] [added: 4,164] | | |

| Provision for taxes on income | | | [removed: 1,180] [added: 778] | | | | | | [removed: 901] [added: 1,180] | | | | | | [removed: 694] [added: 901] | | |

| Net income | | | [removed: 3,522] [added: 2,893] | | | | | | [removed: 3,263] [added: 3,522] | | | | | | [removed: 2,534] [added: 3,263] | | |

| Less: net income attributable to noncontrolling interests | | | [removed: (274)] [added: (267)] | | | | | | [removed: (239)] [added: (274)] | | | | | | [removed: (195)] [added: (239)] | | |

| Net income attributable to S&P Global Inc. | | | $ | [removed: 3,248] [added: 2,626] | | | | | $ | [removed: 3,024] [added: 3,248] | | | | | $ | [removed: 2,339] [added: 3,024] | |

| Basic | | | $ | [removed: 10.25] [added: 8.25] | | | | | $ | [removed: 12.56] [added: 10.25] | | | | | $ | [removed: 9.71] [added: 12.56] | |

| Diluted | | | $ | [removed: 10.20] [added: 8.23] | | | | | $ | [removed: 12.51] [added: 10.20] | | | | | $ | [removed: 9.66] [added: 12.51] | |

| Basic | | | [removed: 316.9] [added: 318.4] | | | | | | [removed: 240.8] [added: 316.9] | | | | | | [removed: 241.0] [added: 240.8] | | |

| [1 Accounting Policies](#i3b037ada2d5d46e780973151804060c6_103) | | | [81](#i3b037ada2d5d46e780973151804060c6_103) | | |

| 4 [Taxes on Income](#i3b037ada2d5d46e780973151804060c6_115) | | | [96](#i3b037ada2d5d46e780973151804060c6_115) | | |

| 5 [Debt](#i3b037ada2d5d46e780973151804060c6_118) | | | [99](#i3b037ada2d5d46e780973151804060c6_118) | | |

| [6 Derivative Instruments](#i3b037ada2d5d46e780973151804060c6_121) | | | [101](#i3b037ada2d5d46e780973151804060c6_121) | | |

| 7 [Employee Benefits](#i3b037ada2d5d46e780973151804060c6_124) | | | [104](#i3b037ada2d5d46e780973151804060c6_124) | | |

| 8 [Stock-Based Compensation](#i3b037ada2d5d46e780973151804060c6_127) | | | [109](#i3b037ada2d5d46e780973151804060c6_127) | | |

| [9 Equity](#i3b037ada2d5d46e780973151804060c6_133) | | | [111](#i3b037ada2d5d46e780973151804060c6_133) | | |

| 10 [Earnings per Share](#i3b037ada2d5d46e780973151804060c6_136) | | | [114](#i3b037ada2d5d46e780973151804060c6_136) | | |

| [11 Restructuring](#i3b037ada2d5d46e780973151804060c6_139) | | | [114](#i3b037ada2d5d46e780973151804060c6_139) | | |

| [13 Commitments and Contingencies](#i3b037ada2d5d46e780973151804060c6_145) | | | [120](#i3b037ada2d5d46e780973151804060c6_145) | | |

February 8, 2024

February 8, 2024

| Operating-related expenses | | | 4,141 | | | | | | 3,753 | | | | | | 2,180 | | |

| | | | (13) | | | | | | (44) | | | | | | 23 | | |

| Net income | | | $ | 2,893 | | | | | $ | 3,522 | | | | | $ | 3,263 | |

| Depreciation | | | 101 | | | | | | 108 | | | | | | 82 | | |

| Amortization of intangibles | | | 1,042 | | | | | | 905 | | | | | | 96 | | |

| Loss (gain) on dispositions | | | 70 | | | | | | (1,898) | | | | | | (11) | | |

| Restructuring, lease impairment charges and other | | | 246 | | | | | | 319 | | | | | | 89 | | |

| Other current liabilities | | | (277) | | | | | | (166) | | | | | | (45) | | |

| Contingent consideration payment | | | (9) | | | | | | — | | | | | | — | | |

| Comprehensive income 1 | | | | | | | | | | | | | | | 2,626 | | | | | | 123 | | | | | | | | | | | | 2,749 | | | | | | 26 | | | | | | 2,775 | | |

| Share repurchases | | | | | | | | | (70) | | | | | | | | | | | | | | | | | | 3,231 | | | | | | (3,301) | | | | | | | | | | | | (3,301) | | |

| Adjustment to noncontrolling interest | | | | | | | | | (2) | | | | | | | | | | | | | | | | | | | | | | | | (2) | | | | | | | | | | | | (2) | | |

| Balance as of December 31, 2023 | | | $ | 415 | | | | | $ | 44,231 | | | | | $ | 18,728 | | | | | $ | (763) | | | | | $ | 28,411 | | | | | $ | 34,200 | | | | | $ | 100 | | | | | $ | 34,300 | |

- As of May 2, 2023, we completed the sale of Engineering Solutions, a provider of engineering standards and related technical knowledge, and the results are included through that date.

We received the full proceeds from the sale of $975 million in cash, subject to purchase price adjustments, which we expect to result in approximately $750 million in after-tax proceeds.

makers and dealers with market reporting products, predictive analytics and marketing automation software; and support dealers with vehicle history reports, used car listings and service retention solutions.

Total capitalized costs to obtain a contract were $234 million and $175 million as of December 31, 2023 and December 31, 2022, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.

determined to be approximately 5 years.

Our share of earnings or losses are recognized in Equity in income on unconsolidated subsidiaries in our consolidated statements of income.

The Company applies the guidelines set forth in Topic 810 of the ASC in assessing its interests in variable interest entities to decide whether to consolidate an entity.

The Company has reviewed the potential variable interest entities and determined that there are no consolidation requirements under Topic 810 of the ASC.

The fair value of our

estimate the fair value of the indefinite-lived intangible asset.

Equity Investments in Unconsolidated Subsidiaries

Equity investments for which we exercise significant influence, but do not have control over the investee, are accounted for using the equity method of accounting, or at fair value if we elect the fair value option or there is a readily determinable fair value.

Unrealized gains and losses are included in other expense (income), net.

Equity investments for which we do not have the ability to exercise significant influence are primarily accounted for under the measurement alternative.

Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

| [1 Accounting Policies](#i27de34ee69764154838efa409714fad8_100) | | | [80](#i27de34ee69764154838efa409714fad8_100) | | |

| 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

| Operating-related expenses | | | 3,766 | | | | | | 2,195 | | | | | | 2,094 | | |

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

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

| Lease impairment charges | | | 132 | | | | | | 31 | | | | | | 120 | | |

| Balance as of December 31, 2019 | | | $ | 294 | | | | | $ | 903 | | | | | $ | 12,205 | | | | | $ | (624) | | | | | $ | 12,299 | | | | | $ | 479 | | | | | $ | 57 | | | | | $ | 536 | |

| Comprehensive income 1 | | | | | | | | | | | | | | | 2,339 | | | | | | (13) | | | | | | | | | | | | 2,326 | | | | | | 14 | | | | | | 2,340 | | |

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

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.

royalty promised by our customers in exchange for the license of our intellectual property, with revenue recognized when trading volumes are known.

The combination is intended to increase operating efficiencies of both the company’s

leases within 1 year.

exchange rates, and revenue and expenses are translated into U.S. dollars using weighted-average exchange rates.

We continually assess the likelihood of any adverse judgments or outcomes to our contingencies,

common stock, at an exchange ratio of 0.2838 S&P Global shares for each share of IHS Markit common stock, with cash paid in lieu of fractional shares.

The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition.

The December 31, 2022 consolidated balance sheet includes the assets and liabilities of IHS Markit, which have been measured at fair value as of the acquisition date.

| Goodwill | | | 31,451 | | |

The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date.

The fair values of the assets acquired and liabilities assumed, including the identifiable assets acquired, have been preliminarily determined using the income and cost approaches, and are partially based on inputs that are unobservable.

For intangible assets, these inputs include forecasted future cash flows, revenue growth rates, customer attrition rates and discount rates that require judgement and are subject to change.

Differences between the preliminary estimates and final accounting could occur, and those differences could be material.

The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities, but the potential for additional measurement period adjustments exists based on the Company’s continuing review of matters related to the acquisition.

The primary areas that remain preliminary relate to the fair values of intangible assets acquired, deferred taxes and residual goodwill.

The Company will complete the purchase price allocation in the first quarter of 2023.

As of December 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

4.Our independent registered public accounting firm, Ernst & Young LLP, has audited our consolidated financial statements for the year ended December 31, [removed: 2022,] [added: 2023,] and has issued their reports on the financial statements and the effectiveness of our internal control over financial reporting.

During [removed: 2022,] [added: 2023,] the Company engaged in limited transactions or dealings related to the purchase or sale of information and informational materials, which are generally exempt from U.S. economic sanctions, 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.

During [removed: 2022,] [added: 2023,] the Company recorded no revenue or net profit attributable to the Commodities Insights transactions or dealings described above, which reflects the uncertainty of collection.

RULE 10b5-1 PLAN ELECTIONS

No Rule 10b5-1 trading arrangements or "non-Rule 10b5-1 trading arrangements" (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) during the fourth quarter of 2023.

Information about our directors is contained under the caption “Board of Directors and Corporate Governance-Director Biographies” in our Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022] [added: 2023] (the [removed: “2023] [added: “2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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 [removed: June 13, 2022.][added: May 23, 2023.]

Information about director and executive officer compensation required by this Item 11, Compensation Committee interlocks and the Compensation Committee Report is contained in our [removed: 2023] [added: 2024] Proxy Statement under the captions [removed: “2022] [added: “2023] Director

The following table details information about our equity compensation plans as of December 31, [removed: 2022:][added: 2023:]

3Included in this number are [removed: 493,000] [added: 483,834] shares reserved for issuance under the Director Deferred Stock Ownership Plan.

The remaining [removed: 18,780,789] [added: 18,332,189] shares are reserved for issuance under the 2019 Stock Incentive Plan (the “2019 Plan”) for performance stock, restricted stock, other stock-based awards, stock options and stock appreciation rights.

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: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

| Equity compensation plans approved by security holders | | | 1,421,496 | | | 1 | | | $ | 77.25 | | 2 | | | 18,816,023 | | | 3,4 | | |

| Total | | | 1,421,496 | | | | | | $ | 77.25 | | | | | 18,816,023 | | | | | |

| 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 | | | | | |

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: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

During the year ended December 31, [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] 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: 2022][added: 2023]

- Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 2022][added: 2023]

- Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 2022][added: 2023]

- Consolidated Statements of Equity for the three years ended December 31, [removed: 2022][added: 2023]

| Year ended December 31, [removed: 2020] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | [removed: 34] [added: 48] | | | | | $ | [removed: 24] [added: 27] | | | | | $ | [removed: (28)] [added: (21)] | | | | | $ | [removed: 30] [added: 54] | |

| [removed: (2.2)] [added: (2.1)] | | | [Agreement and Plan of Merger, dated as of November 29, 2020, by and among S&P Global Inc., IHS Markit Ltd. and Sapphire Subsidiary, Ltd.](http://www.sec.gov/Archives/edgar/data/64040/000119312520305794/d15153dex21.htm), incorporated by reference from Registrant’s Form 8-K filed November 30, [removed: 2020.] [added: 2020.] | | |

| [removed: (2.3)] [added: (2.2)] | | | [Amendment No. 1 to Agreement and Plan of Merger by and among S&P Global Inc., Sapphire Subsidiary, Ltd., and IHS Markit Ltd. dated as of January 20, 2021](http://www.sec.gov/Archives/edgar/data/64040/000119312521012559/d77334ds4a.htm#rom77334_95), incorporated by reference from the Registrant's Form S-4/A filed January 20, 2021. | | |

| [removed: (2.4)] [added: (2.3)] | | | [Asset Purchase Agreement, by and between S&P Global Inc. and Factset Research Systems Inc., dated as of December 24, 2021](https://www.sec.gov/Archives/edgar/data/64040/000006404022000055/spgi-ex271231202110xkriver.htm), incorporated by reference from the Registrant's Form 10-K [removed: filed February 8, 2022.] [added: for the fiscal year ended December 31, 2021.] | | |

| (3.1) | | | [Amended and Restated Certificate of Incorporation of [removed: Registrant](http://www.sec.gov/Archives/edgar/data/64040/000006404020000126/spgi202005188-kex31.htm),] [added: Registrant, as amended and restated on May 13, 2020](http://www.sec.gov/Archives/edgar/data/64040/000006404020000126/spgi202005188-kex31.htm),] incorporated by reference from Registrant’s Form 8-K filed May 18, 2020. | | |

| (3.2) | | | [removed: [By-Laws] [added: [Amended and Restated By-Laws] of Registrant, as amended and restated on September [removed: 29, 2021](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000064040/000095010321015436/dp159254_8k.htm),] [added: 27, 2023](https://www.sec.gov/Archives/edgar/data/64040/000006404023000184/ex31-spgiamendedbyxlaws_92.htm),] incorporated by reference from the Registrant’s Form 8-K filed October [removed: 5, 2021.] [added: 2, 2023.] | | |

| [removed: (4.12)] [added: (4.13)] | | | [Form of 6.550% Senior Note due 2037](http://www.sec.gov/Archives/edgar/data/64040/000006404020000055/spgi-ex49x20191231xq4.htm), incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2019. | | |

| [removed: (4.13)] [added: (4.14)] | | | [Form of 4.000% Senior Note due 2025](http://www.sec.gov/Archives/edgar/data/64040/000006404016000042/mhfi-ex48x20151231xq4.htm), incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2015. | | |

| [removed: (4.14)] [added: (4.15)] | | | [Form of 2.950% Senior Note due 2027](http://www.sec.gov/Archives/edgar/data/64040/000119312516717079/d265605dex42.htm), incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016. | | |

| [removed: (4.15)] [added: (4.16)] | | | [Form of 4.500% Senior Note due 2048 (included in Ex. 4.2 of the referenced Form 8-K)](http://www.sec.gov/Archives/edgar/data/64040/000095010318006246/dp91030_ex0402.htm), incorporated by reference from the Registrant's Form 8-K filed May 17, 2018. | | |

| [removed: (4.16)] [added: (4.17)] | | | [Form of 2.500% Senior Note due 2029 (included in Ex. 4.2 of the referenced Form 8-K)](http://www.sec.gov/Archives/edgar/data/64040/000119312519301180/d834853dex42.htm), incorporated by reference from the Registrant's Form 8-K filed November 26, 2019. | | |

| [removed: (4.17)] [added: (4.18)] | | | [Form of 3.250% Senior Note due 2049 (included in Ex. 4.2 of the referenced Form 8-K)](http://www.sec.gov/Archives/edgar/data/64040/000119312519301180/d834853dex42.htm), incorporated by reference from the Registrant's Form 8-K filed November 26, 2019. | | |

| [removed: (4.18)] [added: (4.19)] | | | [Form of 4.750% Senior Note due 2028 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522063041/d311251dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 2, 2022. | | |

| [removed: (4.19)] [added: (4.20)] | | | [Form of 4.250% Senior Note due 2029 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522063041/d311251dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 2, 2022. | | |

| [removed: (4.20)] [added: (4.22)] | | | [Registration Rights Agreement dated as of March 2, 2022, among the Company, Standard & Poor’s Financial Services LLC, and the initial purchasers therein](https://www.sec.gov/Archives/edgar/data/64040/000119312522063041/d311251dex410.htm), incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022. | | |

| [removed: (4.21)] [added: (4.23)] | | | [Registration Rights Agreement dated as of March 18, 2022, among the Company, Standard & Poor’s Financial Services LLC, and the initial purchasers therein](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex48.htm), incorporated by reference from the Registrant's Form 8-K filed on March 18, 2022. | | |

| [removed: (4.22)] [added: (4.25)] | | | [Form of 2.450% Senior Note due 2027 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. | | |

| [removed: (4.23)] [added: (4.26)] | | | [Form of 2.700% Sustainability-Linked Senior Note due 2029 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. | | |

| [removed: (4.24)] [added: (4.27)] | | | [Form of 2.900% Senior Note due 2032 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. | | |

| [removed: (4.25)] [added: (4.28)] | | | [Form [removed: of](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm) [3.700](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm)[%] [added: of 3.700%] Senior Note due [removed: 20](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm)[52](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm) [(included] [added: 2052 (included] in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. | | |

| [removed: (4.26)] [added: (4.29)] | | | [Form of 3.900% Senior Note due 2062 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. | | |

| [removed: (4.27)] [added: (4.30)] | | | [Description of the Registrant's Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934](http://www.sec.gov/Archives/edgar/data/64040/000006404020000055/spgi-ex416x20191231xq4.htm), incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019. | | |

| [removed: (10.1)] [added: (10.46)] | | | [removed: [Form of Indemnification Agreement between Registrant and each of its directors and certain of its executive officers](http://www.sec.gov/Archives/edgar/data/64040/000095012305002243/y05956exv10w6.htm),] [added: [Registrant’s Director Deferred Stock Ownership Plan](http://www.sec.gov/Archives/edgar/data/64040/000095012311017079/y88684exv10w32.htm),] incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, [removed: 2004.] [added: 2010.] | | |

| [removed: (10.2)*] [added: (10.1)] | | | [Registrant’s 2002 Stock Incentive Plan, as amended and restated as of January 1, 2016](http://www.sec.gov/Archives/edgar/data/64040/000006404016000059/mhfi-ex103x2016331xq1.htm), incorporated by reference from the Registrant’s Form 10-Q filed April 26, 2016. | | |

| [removed: (10.3)*] [added: (10.2)] | | | [Registrant’s 2019 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/64040/000114420419015713/tv516024_def14a.htm), incorporated by reference from Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2019. | | |

| [removed: (10.4)*] [added: (10.3)] | | | [Form of [removed: 2019] [added: 2021] Performance Share Unit Terms and [removed: Conditions](http://www.sec.gov/Archives/edgar/data/0000064040/000006404019000132/spgi-ex101x2019331xq1.htm),] [added: Conditions](http://www.sec.gov/Archives/edgar/data/0000064040/000006404021000121/spgi-ex101xq12021.htm),] incorporated by reference from the Registrant's Form 10-Q filed on [removed: May 3, 2019.] [added: April 29, 2021.] | | |

| [removed: (10.5)*] [added: (10.5)] | | | [Form of [removed: 2020] [added: 2023] Performance Share Unit [added: Award] Terms and [removed: Conditions](http://www.sec.gov/Archives/edgar/data/0000064040/000006404020000119/spgi-ex101x2020331x10xq.htm),] [added: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404023000113/q12023xex102x2023psuawarda.htm),] incorporated by reference from the Registrant’s Form 10-Q filed on April [removed: 28, 2020.] [added: 27, 2023.] | | |

| [removed: (10.6)*] [added: (10.6)] | | | [Form of 2021 [removed: Performance Share] [added: Restricted Stock] Unit [added: Award] Terms and [removed: Conditions](http://www.sec.gov/Archives/edgar/data/0000064040/000006404021000121/spgi-ex101xq12021.htm),] [added: Conditions](http://www.sec.gov/Archives/edgar/data/0000064040/000006404021000121/spgi-ex102xq12021.htm),] incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021. | | |

| [removed: (10.7)*] [added: (10.4)] | | | [Form of 2022 Performance Share Unit Terms and Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404022000143/spglobal2022performancesto.htm), incorporated by reference from the Registrant’s Form 10-Q filed on August 3, 2022. | | |

| [removed: (10.8)*] [added: (10.9)] | | | [Form of [removed: 2019] [added: Cliff Vested] Restricted Stock Unit Award Terms and [removed: Conditions](http://www.sec.gov/Archives/edgar/data/0000064040/000006404019000132/spgi-ex102x2019331xq1.htm),] [added: Conditions](http://www.sec.gov/Archives/edgar/data/0000064040/000006404021000121/spgi-ex104xq12021.htm),] incorporated by reference from the [removed: Registrant’s] [added: Registrant's] Form 10-Q filed on [removed: May 3, 2019.] [added: April 29, 2021.] | | |

| [removed: (10.9)*] [added: (10.8)] | | | [Form of [removed: 2020] [added: 2023] Restricted Stock Unit Award Terms and [removed: Conditions](http://www.sec.gov/Archives/edgar/data/0000064040/000006404020000119/spgi-ex102x20200331x10.htm),] [added: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404023000113/q12023xex101x2023rsuawarda.htm),] incorporated by reference from the Registrant's Form 10-Q filed on April [removed: 28, 2020.] [added: 27, 2023.] | | |

| [removed: (10.10)*] [added: (10.7)] | | | [Form of [removed: 2021] [added: 2022] Restricted Stock Unit Award Terms and [removed: Conditions](http://www.sec.gov/Archives/edgar/data/0000064040/000006404021000121/spgi-ex102xq12021.htm),] [added: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404022000143/spglobal2022restrictedstoc.htm),] incorporated by reference from the Registrant's Form 10-Q filed on [removed: April 29, 2021.] [added: August 3, 2022.] | | |

| [removed: (10.11)*] [added: (10.10)] | | | [Form of 2022 [added: Performance-Vesting] Restricted Stock Unit Award Terms and [removed: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404022000143/spglobal2022restrictedstoc.htm),] [added: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404022000143/spglobal-2022foundersgrant.htm),] incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022. | | |

| [removed: (10.12)*] [added: (10.15)] | | | [Form of 2022 [removed: Restricted Stock Unit] [added: Long-Term Cash] Award Terms and [removed: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404022000143/spglobal2022cliffvestrestr.htm),] [added: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404022000143/spglobal2022long-termcasha.htm),] incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022. | | |

| (2.4)* | | | [Securities and Asset Purchase Agreement dated as of January 14, 2023 between IHS Markit Ltd. and Allium Buyer LLC](https://www.sec.gov/Archives/edgar/data/64040/000006404023000113/q12023xexhbit2xalliumxsecu.htm), incorporated by reference from the Registrant's Form 10-Q filed on April 27, 2023. | | |

| (2.5)* | | | [Acknowledgment and Amendment No. 2 to Securities and Asset Purchase Agreement dated as of May 2, 2023 between IHS Markit Ltd. and Allium Buyer LLC](https://www.sec.gov/Archives/edgar/data/64040/000006404023000159/q22023ex2xalliumxamendment.htm), incorporated by reference from the Registrant's Form 10-Q filed on July 27, 2023. | | |

| (4.12) | | | [Ninth Supplemental Indenture dated as of September 12, 2023, among the Company, Standard & Poor’s Financial Services LLC, and U.S. Bank Trust Company, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/64040/000119312523233470/d553716dex42.htm), incorporated by reference from the Registrant's Form 8-K filed on September 12, 2023. | | |

| (4.21) | | | [Form of 5.250% Senior Note due 2033 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312523233470/d553716dex42.htm), incorporated by reference from the Registrant's Form 8-K filed September 12, 2023. | | |

| (4.24) | | | [Registration Rights Agreement dated as of September 12, 2023, among the Company, Standard & Poor's Financial Services LLC, and the initial purchasers therein](https://www.sec.gov/Archives/edgar/data/64040/000119312523233470/d553716dex44.htm), incorporated by reference from the Registrant's Form 8-K filed on September 12, 2023. | | |

| (10.40) | | | [Amendment No. 1 to Registrant's 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2023, effective as of January 1, 2024](https://www.sec.gov/Archives/edgar/data/64040/000006404024000071/exhibit1040-amendment1to40.htm). | | |

| (10.50) | | | [Side letter dated July 25, 2023 to letter agreement dated December 11, 2020 to Steve Kemps, Executive Vice President and Chief Legal Officer](https://www.sec.gov/Archives/edgar/data/64040/000006404023000159/q22023ex10xskempssidelette.htm), incorporated by reference from the Registrant's Form 10-Q filed on July 27, 2023. | | |

| (24) | | | [Powers of Attorney](#i3b037ada2d5d46e780973151804060c6_169) (included in signature page of this Annual Report on Form 10-K). | | |

| (97) | | | [Registrant's Financial Statement Compensation Recoupment Policy, dated as of June 27, 2023](https://www.sec.gov/Archives/edgar/data/64040/000006404024000071/exhibit97-doddxfrankclawba.htm). | | |

* Pursuant to Item 601(b)(2) of Regulation S-K, portions of the exhibit have been omitted.

| | | | | | |

| (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), incorporated by reference from the Registrant’s Form 8-K filed on July 29, 2015. | | |

| (10.17)* | | | [Form of S&P Dow Jones Indices 2021 Long-Term Cash Incentive Compensation Plan](http://www.sec.gov/Archives/edgar/data/0000064040/000006404021000121/spgi-ex103xq12021.htm), incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021. | | |

| (10.18)* | | | [Form of S&P Dow Jones Indices 2022 Long-Term Cash Incentive Compensation Plan](https://www.sec.gov/Archives/edgar/data/64040/000006404022000143/spdowjonesindices2022long-.htm), incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022. | | |

| (10.22)* | | | [Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/1316360/000131636015000007/ex101q414.htm), incorporated by reference from IHS Inc.'s Form 10-K filed on January 16, 2015. | | |

| (10.23)* | | | [Amendment No. 1 to the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/1598014/000159801417000024/ex10402004ltipamendment.htm), incorporated by reference from IHS Markit Ltd.'s Form 10-K filed on January 27, 2017. | | |

| (10.29)* | | | [Registrant’s Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2017](http://www.sec.gov/Archives/edgar/data/64040/000006404017000069/spgi-ex101x2017930xq3.htm), incorporated by reference from the Registrant’s Form 10-Q filed October 26, 2017. | | |

| (10.55)* | | | [Registrant’s Amended and Restated Director Deferred Stock Ownership Plan](http://www.sec.gov/Archives/edgar/data/64040/000114420419015713/tv516024_def14a.htm), incorporated by reference from Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2019. | | |

| (10.56)* | | | [Amendment dated December 9, 2011 to offer letter dated October 27, 2010 to John L. Berisford, Executive Vice President, Human Resources](http://www.sec.gov/Archives/edgar/data/64040/000119312512043165/d272748dex1033.htm), incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2011. | | |

| (10.60)* | | | [S&P Ratings Services Pay Recovery Policy, effective as of October 1, 2014](http://www.sec.gov/Archives/edgar/data/64040/000006404015000004/mhfi-ex1033x20141231xq4.htm), incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014. | | |

| (10.61) | | | [Settlement Agreement dated February 2, 2015 among the Company, Standard & Poor's Financial Services LLC, the United States, acting through the Department of Justice, and various States and the District of Columbia, acting through their respective Attorneys General](http://www.sec.gov/Archives/edgar/data/64040/000006404015000004/mhfi-ex1034x20141231xq4.htm), incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014. | | |

| (10.62)* | | | [S&P Global Inc. Management Supplemental Death & Disability Benefits Plan, Amended and Restated January 1, 2020](http://www.sec.gov/Archives/edgar/data/64040/000006404020000055/spgi-ex1055x20191231xq4.htm), incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019. | | |

| (10.65) | | | [Master Confirmation between the Company and Goldman Sachs & Co. LLC dated as of March 1, 2022](https://www.sec.gov/Archives/edgar/data/64040/000006404022000061/asr8-kexhibit102.htm), incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022. | | |

| (10.66) | | | [Master Confirmation between the Company and Mizuho Markets Americas LLC dated as of March 1, 2022](https://www.sec.gov/Archives/edgar/data/64040/000006404022000061/asr8-kexhibit103.htm), incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022. | | |

Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.