What changed in this filing

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Item 1. Business

2022-02-08 compared with 2021-02-09 · 62 added, 52 removed, 77 unchanged (60% of the section changed)

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The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers;

and the commodity markets include producers, traders and intermediaries within energy, metals, petrochemicals and agriculture.

and the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals and agriculture.

We serve our global customers through a broad range of products and services available through both third-party and proprietary distribution channels.

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S&P Global Ratings ("Ratings"), S&P Global Market Intelligence ("Market Intelligence"), S&P Global Platts ("Platts") and S&P Dow Jones Indices ("Indices").

For a discussion on the competitive conditions in our businesses, see “MD&A – Segment Review” contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in this Annual Report on Form 10-K.

Beginning in the first quarter of 2019, the contract obligations for revenue from Kensho Technologies Inc.’s (“Kensho”) major customers were transferred to Market Intelligence for fulfillment.

As a result of this transfer, from January 1, 2019 revenue from contracts with Kensho’s customers is reflected in Market Intelligence’s results.

In 2018, the revenue from contracts with Kensho’s customers was reported in Corporate revenue.

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 a discussion on the competitive conditions and regulatory environment associated with our businesses, see “MD&A – Segment Review” contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in this Annual Report on Form 10-K.

Merger Agreement

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

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

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

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

Subject to certain closing conditions, the merger is expected to be completed in the second half of 2021.

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

Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks.

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They are opinions about credit risk and our ratings express our opinion about the ability and willingness of an issuer, such as a corporation or state or city government, to meet its financial obligations in full and on time.

Our credit ratings can also relate to the credit quality of an individual debt issue, such as a corporate or municipal bond, and the relative likelihood that the debt issue may default.

Our credit ratings can also relate to the credit quality of an individual debt issue, such as a corporate or municipal bond, and the relative likelihood that the issue may default.

With offices in over 25 countries around the world, Ratings is an important part of the world's financial infrastructure and has played a leading role for over 150 years in providing investors with information and independent benchmarks for their investment and financial decisions as well as access to the capital markets.

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• bank loan ratings.

• corporate credit estimates, which are intended, based on an abbreviated analysis, to provide an indication of our opinion regarding creditworthiness of a company which does not currently have a Ratings credit rating.

Non-transaction revenue primarily includes fees for surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics at CRISIL.

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• Desktop — a product suite that provides data, analytics and third-party research for global finance professionals, which includes the Market Intelligence Desktop (which are inclusive of the S&P Capital IQ and SNL Desktop products);

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

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

• Credit Risk Solutions — commercial arm that sells Ratings' credit ratings and related data, analytics and research, which includes subscription-based offerings, RatingsDirect® and RatingsXpress®;

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Platts' revenue is generated primarily through the following sources:

• Subscription revenue — primarily from subscriptions to our real-time news, market data and price assessments, along with other information products;

• Subscription revenue — primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products;

• Sales usage-based royalties — primarily from licensing of our proprietary market price data and price assessments to commodity exchanges;

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Our Board of Directors and Company management view effective human capital management as critical to the Company’s ability to execute its strategy.

As a result, the Board of Directors and the Compensation and Leadership Development Committee oversee and regularly engage with our CEO, Chief People Officer and senior leadership on a broad range of human capital management topics, including culture, talent and performance management, succession planning, compensation and benefits, diversity and inclusion, and employee engagement and retention .

At the management level, our Chief People Officer is responsible for leading the development and execution of the Company’s human capital management strategy, also referred to as our “People” strategy, working together with other senior leaders across the Company.

Among other things, this includes promoting an inclusive and performance-driven workplace culture;

managing the Company’s initiatives to attract, recruit, develop and retain the high-quality talent needed to ensure S&P Global 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 wellness programs.

In connection with these responsibilities, the Chief People Officer also partners with our Corporate Responsibility & Diversity team on the development and execution of the Company’s diversity and inclusion roadmap and works closely with the CEO on executive succession planning and development of the talent succession pipeline for the Company’s Operating Committee.

As a result, the Board of Directors and the Compensation and Leadership Development Committee oversee and regularly engage with our CEO, Chief Purpose Officer, Chief Corporate Responsibility & Diversity Officer and other members of senior leadership on a broad range of people topics, including:

culture and purpose;

talent attraction and development;

succession planning;

compensation and benefits;

diversity, equity and inclusion ("DEI");

workplace health, safety and well-being;

and employee engagement and retention .

At the management level, our Chief Purpose Officer is responsible for leading the development and execution of the Company’s human capital management strategy, also referred to as our “People” strategy, working together with other senior leaders across the Company.

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

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

In 2020, we focused on delivering on the following strategic People priorities:

• Creating an inclusive performance-driven culture that drives employee engagement and aligns with our purpose of accelerating progress in the world;

• Promoting career mobility and attracting and retaining the best people;

• Improving diversity in overall representation through talent acquisition, advancement and retention.

To achieve our strategic people objectives, we support our employees through human capital management strategies that include diversity and inclusion initiatives, learning and development programs, competitive compensation and benefits programs, workplace health and safety measures, and mechanisms for talent retention, engagement and management accountability.

In 2021, we focused on delivering on the following strategic People priorities across the enterprise:

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

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

• Improving diverse representation through talent acquisition, advancement and retention, while continuing to raise awareness of racial education.

To achieve our strategic people objectives, we support our employees through human capital management strategies that include diversity, equity and inclusion initiatives;

learning and development programs;

competitive compensation and benefits programs;

workplace health, safety and well-being measures;

and talent attraction, retention and engagement.

Examples of some of our key initiatives and programs in these focus areas are included below.

Diversity & Inclusion (D&I)

Diversity, Equity & Inclusion

Our ability to attract and retain a diverse and inclusive workforce is critical to our long-term strategy, driving business growth and innovation and empowering our people to achieve their full potential.

In connection with our commitment to create a diverse and inclusive workplace, we have taken the following steps to foster an environment where our people can bring their whole selves to work:

• In 2019, we merged our Corporate Responsibility and D&I teams, in recognition of the critical importance of diversity to our firm’s standing and future.

Our People team partners with Corporate Responsibility & Diversity to lead our global D&I efforts.

These efforts focus on hiring and retaining diverse talent, building an inclusive culture and enabling our people to advance their careers with us.

In 2020, we have increased the people and resources devoted to our D&I programs and initiatives.

• An executive D&I Council, co-chaired by our CEO and Chief People Officer, directs and oversees our enterprise-wide diversity and inclusion strategy, advancing and ensuring coordination and accountability for diversity and inclusion programs across the organization.

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

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

• 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.

In 2021, we also designed a new and improved DEI governance model for the larger combined organization following the close of the merger with IHS Markit to align on strategy and prioritization;

improve connectivity and create a defined and well-coordinated feedback loop between the Company’s Board of Directors, the executive DEI Council, Employee Resource Groups and People leaders;

and enhance accountability.

• 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 biannually, and impact short-term incentive compensation.

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

• We connect colleagues across our organization through our Employee Resource Groups.

These global and employee-led networks offer career experiences and network-building opportunities that foster professional development and support workplace diversity.

• To improve our pipeline of diverse talent, we have expanded our partnerships in diverse talent recruitment with select Historically Black Colleges and Universities, upgraded interview training to incorporate awareness of unconscious bias, and expanded career mentoring and leadership development opportunities for diverse colleagues.

Learning and Development Programs

We are committed to continuous learning and invest in development tools and programs at every level across our organization to help employees expand their knowledge, skills and experience and guide career advancement in support of our long-term strategy.

We support our employees in pursuing their professional goals with growing investments in personalized development.

We provide a wide array of global training and learning programs to help employees expand their knowledge, skills and experience and guide career advancement, including:

• Technology Training - We offer internal technology training programs to enhance the technology skills of our workforce and accelerate our ability to solve complex problems using a multidisciplinary blend of data inference, algorithm development and technology education for all employees.

• Career Coaching - We launched a career coaching program, offering 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 S&P Global.

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

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

Competitive Compensation and Benefits Programs

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

As a result, management regularly assesses employee feedback, competitor research and market data to ensure our programs remain competitive and are designed with our people’s physical, financial, work-life, mental and emotional health and wellbeing in mind.

Based on these insights, we have introduced new and enhanced “people first” benefits in 2018 through 2020 to advance employees’ wellbeing at work and beyond in support of our “people first” philosophy.

Workplace Health and Safety

The health and safety of our people working around the globe is a top priority, and our facilities worldwide follow rigorous, internally and externally audited, occupational health and safety policies.

We also recognize that protecting the health, safety and wellbeing of our employees is crucial to our ability to ensure crises like the global COVID-19 pandemic are effectively managed.

In response to the COVID-19 pandemic, we established a crisis management committee in January to lead a coordinated workplace safety strategy and acted quickly implementing significant changes across the organization to protect our people and the communities in which we operate.

As a result of these actions, a majority of our people were working from home by late March and continue to work remotely, as we evolve our preparedness strategy for office reopenings to integrate key learnings, safety measures and employee feedback to rethink the future of work.

In 2020, we also appointed our first Chief Medical Advisor to help inform decision-making on the Company’s pandemic response, hosted bi-weekly global town halls to keep our people informed about health, safety and remote working logistics, and introduced expanded health and wellness benefits to help our people cope with the health impacts of COVID-19, including:

• Expanding global care leave to 10 business days caring for a sick or healthy family member;

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

• Committing to pay any employees who contract COVID-19;

• Committing to provide unlimited paid leave following loss of a loved one, and three months’ pay to family members following loss of an employee;

• Providing added flexibility for those working from home while caring for children/family;

• Expanding telemedicine resources and access to mental health services.

well-being in mind.

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

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

Workplace Health, Safety and Well-being

The health, safety and well-being of our people working around the globe is a top priority, and our facilities worldwide follow rigorous, internally and externally audited, occupational health and safety policies.

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

In early 2021, most of our employees remained working from home and our plans to introduce a new flexible return to office model and phased approach to office re-openings evolved in response to changing dynamics throughout the year.

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

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

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

• unlimited paid compassion leave following loss of a loved one;

• three months’ pay to family members following loss of an employee;

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

• expanded telemedicine resources and mental health support services;

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

Retention and Engagement

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As a result, we strive to create a unified and inclusive workplace culture that promotes employee engagement, satisfaction and performance;

and that reflects our common corporate purpose and values of Relevance, Integrity and Excellence.

We invite employee feedback through a variety of channels for open communication and engagement, including small group employee round-table discussions with our business leaders and members of our Board of Directors, our annual employee VIBE survey, as well as more frequent check-ins through employee “Pulse” surveys.

and that reflects our common corporate purpose and values.

We invite employee feedback through a variety of channels for open communication and engagement, including small group employee round-table discussions with our business leaders and members of our Board of Directors, our annual VIBE employee engagement survey, as well as more frequent check-ins through employee “Pulse” surveys.

The annual VIBE survey allows us to track progress in critical areas, such as workplace pride and satisfaction and inclusive culture, and gather actionable insights for improvements to our people strategy.

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Available Information

The Company's investor kit includes Annual Reports on Form 10-K, Proxy Statements, Quarterly Reports on Form 10-Q, current reports on Form 8-K, the current earnings release and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

S&P Global's investor relations website provides access to Annual Reports on Form 10-K, Proxy Statements, Quarterly Reports on Form 10-Q, current reports on Form 8-K, earnings releases and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

For online access, go to http://investor.spglobal.com.

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

Interested parties may also read and copy materials that the Company has filed with the SEC at the SEC's public reference room located at 100 F Street, NE, Washington, D.C.

20549 on official business days between the hours of 10AM and 3PM.

Please call the Commission at 1-800-SEC-0330 for further information on the public reference room.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business