What changed in this filing

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Item 1. Business

2023-02-10 compared with 2022-02-08 · 113 added, 57 removed, 82 unchanged (67% of the section changed)

S&P Global Inc.

(together with its consolidated subsidiaries, the “Company,” the “Registrant,” “we,” “us” or “our”) is a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide.

(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, commodity, automotive and engineering markets.

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, petrochemicals, metals and agriculture.

the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals & steel and agriculture;

the automotive markets include manufacturers, suppliers, dealerships and service shops;

and the engineering markets include engineers, builders, and architects.

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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Our Businesses

Our operations consist of four reportable segments:

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

Our operations consist of six reportable segments:

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”).

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 first quarter of 2022.

On February 28, 2022, we completed the merger with IHS Markit Ltd.

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

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

Market Intelligence

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

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

Key customers served by Market Intelligence include investment managers, investment banks, private equity firms, insurance companies, commercial banks, corporations, professional services firms, government agencies and regulators.

Market Intelligence includes the following business lines:

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

• Data & Advisory Solutions — a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms.

This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as ESG and supply chain data analytics;

• Enterprise Solutions — software and workflow solutions that help our customers manage and analyze data;

identify risk;

reduce costs;

and meet global regulatory requirements.

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

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

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

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

Subscription revenue at Market Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information through both feed and web-based channels.

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

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

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

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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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.

Market Intelligence

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

Market Intelligence includes the following business lines:

• 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;

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

and Credit Analytics.

Subscription revenue at Market Intelligence is primarily derived from distribution of data, analytics, third-party research, and credit ratings-related information primarily through web-based channels, including Market Intelligence Desktop, RatingsDirect®, RatingsXpress®, and Credit Analytics.

Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing and analytical services.

Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets.

Platts provides essential price data, analytics, and industry insight enabling the commodity and energy markets to perform with greater transparency and efficiency.

Key customers served by Platts include producers, traders and intermediaries within the energy, petrochemicals, metals and agriculture markets.

Platts' revenue is generated primarily through the following sources:

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

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

• Non-subscription revenue — conference sponsorship, consulting engagements, and events.

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

Commodity Insights

Commodity Insights is a leading independent provider of information and benchmark prices for the commodity and energy markets.

Commodity Insights provides essential price data, analytics, industry insights and software & services, enabling the commodity and energy markets to perform with greater transparency and efficiency.

Key customers served by Commodity Insights include producers, traders and intermediaries within energy, petrochemicals, metals & steel and agriculture.

Commodity Insights includes the following business lines:

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

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

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

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

Commodity Insights revenue is generated primarily through the following sources:

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

• Non-subscription revenue — conference sponsorship, consulting engagements, events, and perpetual software licenses.

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

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

Mobility's revenue is generated primarily through the following sources:

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

Mobility operates across both the new and used car markets.

Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components;

supplies car makers and dealers with market reporting products, predictive analytics and marketing automation software;

and supports dealers with vehicle history reports, used car listings and service retention solutions.

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

• Non-subscription revenue — One-time transactional sales of data that are non-cyclical in nature – and that are usually tied to underlying business metrics such as OEM marketing spend or safety recall activity – as well as consulting and advisory services.

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

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

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

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

Indices derives revenue from asset-linked fees when investors direct funds into its proprietary designed or owned indexes, sales-usage based royalties of its indices, as well as data subscription arrangements.

Specifically, Indices generates revenue from the following sources:

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

• Investment vehicles — asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices' benchmarks that generate revenue through fees based on assets and underlying funds;

• Exchange traded derivatives — generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges;

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• Data and customized index subscription fees — fees from supporting index fund management, portfolio analytics and research.

Engineering Solutions

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

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

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

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

• Subscription revenue — primarily from subscriptions to our Product Design offerings providing standards, codes and specifications;

applied technical reference;

engineering journals, reports, best practices, and other vetted technical reference;

and patents and patent applications, which includes Engineering Workbench;

Goldfire's cognitive search and other advanced knowledge discovery capabilities that help pinpoint answers buried in enterprise systems and unstructured data enabling engineers and technical professionals to accelerate problem solving;

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

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

On January 14, 2023, we entered into a securities and asset purchase agreement with Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co.

(“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.

Segment and Geographic Data

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Human Capital

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

As of December 31, 2022, we had approximately 39,950 permanent employees located worldwide, including around 21,750 in Asia, 11,750 in the U.S.

and Canada, 5,700 in Europe, Middle East, and Africa, and 750 in Latin America.

We invest in our success as a global Company by investing in our employees across the world through our “people first” approach to human capital management, aimed at supporting everyone who works for us to reach their full potential.

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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 .

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

In 2022, 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.

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

• Encourage career mobility and career development through career coaching and Thrive, our performance management experience

• Improve diverse representation through hiring, advancement and retention, while continuing to raise awareness through DEI education

• Attract and retain our people through recognition programs, learning opportunities, and fair compensation

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

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competitive compensation and benefits programs;

workplace health, safety and well-being measures;

hybrid work, benefits and well-being programs;

and talent attraction, retention and engagement.

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• 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.

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

Learning and Development Programs

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• 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 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

We believe compensation and benefits programs are critical to the overall employee experience.

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

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

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

Competitive Compensation Programs

We believe compensation and recognition programs are critical to the overall people experience.

Offering market competitive, people-centric and performance-driven compensation 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, equitable, and are designed with our people’s financial and social well-being in mind.

Based on these insights, each year we continue to introduce new and enhanced “people first” capabilities in support of our philosophy.

Our compensation program consists of a mix of:

• Annual Salary where base pay is determined by role, scope, external market rate and internal parity relative to geographic location.

Recognizes level of proficiency and skill exhibited as compared to role requirements.

• Annual Bonus as a cash reward acting as our main pay-for-performance vehicle through annual programs.

Recognizes achievement against individual, team, and group performance.

• Equity awards for our strategic leaders acknowledging achievements of individual and organizational goals typically in recognition of contributions that positively influence strategic growth, operational alignment, and product innovation.

In 2022, we broadened initiatives to increase pay transparency, empowering our people leaders to manage pay conversations in an effort to continue attracting and retaining top talent.

Hybrid Work, Benefits, 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.

In early 2022, 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.

This model was not mandated as a full return, rather defining regular days our people might be in the office and those where they would work virtually.

Throughout, we continued to promote health, safety and the welfare of our people.

We focused 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 your work and life in order to maximize the effectiveness of both.

• Parental leave of 26 weeks to bond with new arrivals.

• 10 days of paid leave per calendar year to care for a close relative or loved one who has a serious illness or health condition.

• sick leave for a minimum of 10 business days or your local statutory timeframe.

• flexible paid compassion leave following the loss of a loved one, based on individual needs and circumstances.

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

S&P Global offers well-being programs that enrich work-life experiences and help our people prioritize their mental, physical, financial, and social wellbeing.

Some of our inclusive benefits include:

• Wellbeing Program support and resources focused on physical and mental wellbeing including fitness classes, mental health programs, and education on topics such as Mental Health, Preventative Health, Family Issues, DEI, and Professional Skills Development.

• Wellbeing Reimbursement of team members for wellbeing-related activities, providing the flexibility for team members to decide how to use their wellbeing reimbursement to meet their specific wellness needs.

Retention and Engagement

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

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

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

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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