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Item 7. Management’s Discussion and Analysis

2023-02-10 compared with 2022-02-08 · 525 added, 392 removed, 594 unchanged (61% of the section changed)

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The following Management's Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc.

(together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) for the years ended December 31, 2021 and 2020, respectively.

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

(together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the years ended December 31, 2022 and 2021, respectively.

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

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

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In addition, any projections of future results of operations and cash flows are subject to substantial uncertainty.

See Forward-Looking Statements on page 4 of this report.

We are a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide.

See Forward-Looking Statements on p age 4 of this report.

We are 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.

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").

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.

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.

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

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

• Market Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services.

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

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

• 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.

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

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.

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

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

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

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

(“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.

Shareholder Return

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Also, on January 25, 2023, the Board of Directors approved a quarterly common stock dividend of $0.90 per share.

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

(in millions) Year ended December 31, % Change 1

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1 % changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented.

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.

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.

2020 includes lease impairments of $120 million, employee severance charges of $66 million, IHS Markit merger costs of $24 million, a gain on dispositions $16 million, a technology-related impairment charge of $12 million, lease-related costs of $11 million and Kensho retention related expense of $11 million.

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

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

Revenue increased 35% primarily due to the impact of the merger with IHS Markit;

subscription revenue growth for certain Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data & Advisory Solutions at Market Intelligence;

continued demand for market data and market insights products and higher conference revenue at Commodity Insights;

higher exchange-traded derivative revenue, higher average levels of assets under management for mutual funds and higher data subscription revenue at Indices.

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

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

Operating profit increased 17%.

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

increased 12% .

The increase was primarily due to revenue growth, lower incentive costs and lower occupancy costs from reduced real estate footprint, partially offset by expenses associated with the merger with IHS Markit, an increase in compensation costs driven by additional headcount and annual merit and promotion increases, the resumption of business travel from the lifting of COVID restrictions, higher outside services expenses and an increase in technology expenses.

Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

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.

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

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

Revenue growth at Ratings was mainly driven by higher corporate bond ratings revenue, partially offset by a decrease in bank loan ratings revenue and structured finance transaction revenues.

Revenue growth at Market Intelligence was driven by subscription revenue growth in Market Intelligence Desktop products, Credit Risk Solutions and Data Management Solutions.

Revenue growth at Indices was due to higher assets under management for ETFs and mutual funds, an increase in exchange-traded derivatives revenue and higher data subscription revenue.

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

Foreign exchange rates had a favorable impact of less than 1 percentage point.

Operating profit increased 12%, with a favorable impact from foreign exchange rates of 1 percentage point.

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

The increase was primarily due to revenue growth at all of our reportable segments combined with a decrease in travel and entertainment expenses from non-essential travel restrictions in response to the 2019 novel coronavirus ("COVID-19"), partially offset by an increase in incentive costs and higher compensation costs driven by annual merit increases and additional headcount.

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

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

We are a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide.

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

We seek to deliver on this purpose in line with our core values of integrity, excellence and relevance.

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

Our purpose is to accelerate progress.

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

In 2018, we announced the launch of Powering the Markets of the Future to provide a framework for our forward-looking business strategy.

Through this framework, we seek to deliver an exceptional, differentiated customer experience by enhancing our foundational capabilities, evolving and growing our core businesses, and pursuing growth via adjacencies.

In 2022, we will strive to deliver on our strategic priorities in the following key areas:

• Meeting or exceeding year 1 cost and revenue synergy targets from our merger commitments as well as our organic revenue growth and EBITA margin targets;

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

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

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

• Continuing to grow and defend the core and delivering our key initiatives, while leveraging the combined company's extended capabilities;

delivering our products across multiple channels, e.g., feeds and Application Programming Interfaces, aligned to our customer's needs;

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

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

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

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

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

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

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

• Maintaining our commitment to risk management, control and compliance and strengthening engagement and partnership across the company.

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

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

• Improving diverse representation through hiring, advancement and retention, while continuing to raise awareness through Diversity, Equity, and Inclusion education;

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

In 2023, we are striving to deliver on our strategic priorities in the following key areas:

• Meeting or exceeding our organic revenue growth and EBITA margin targets;

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

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

Customer at the Core

• Enhancing customer support and seamless user experience with a focus on ease of discoverability, distribution, and delivery of our products and services and integrated capabilities;

• Continuing to invest in customer facing solutions and processes.

Grow and Innovate

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

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

• Growing the value of S&P Global’s brand through an integrated marketing and communication strategy;

driving awareness and consideration across the product offering.

Data and Technology

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

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

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

Lead and Inspire

• Continuing to improve diverse representation through hiring, advancement and retention, while continuing to raise awareness through Diversity, Equity, and Inclusion education;

• Ensuring our people are engaged with a particular focus on learning, development and career opportunities, and continue to embed our purpose and values throughout the Company.

Execute and Deliver

• Driving continuous commitment to risk management, compliance, and control across S&P Global;

• Creating a more sustainable impact.

There can be no assurance that we will achieve success in implementing any one or more of these strategies as a variety of factors could unfavorably impact operating results, including prolonged difficulties in the global credit markets and a change in the regulatory environment affecting our businesses.

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Selling and general expenses 3,383 1,714 1,541 97% 11%

Depreciation and amortization 178 206 204 (13)% 1%

Total expenses 4,087 3,841 3,522 6% 9%

Gain on dispositions (11) (16) (49) (30)% (67)%

Depreciation and amortization 1,013 178 206 N/M (13)%

Total expenses 8,162 4,087 3,841 N/M 6%

Gain on dispositions (1,898) (11) (16) N/M (30)%

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

Operating profit 4,944 4,221 3,617 17% 17%

Other (income) expense, net (62) (31) 98 (96)% NM

Interest expense, net 119 141 141 (16)% —%

Other income, net (70) (62) (31) (14)% (96)%

Interest expense, net 304 119 141 N/M (16)%

Loss on extinguishment of debt 8 — 279 N/M N/M

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2022 2021 2020 ’22 vs ’21 ’21 vs ’20

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

Subscription revenue 6,201 3,255 3,037 90% 7%

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Sales usage-based royalties 286 224 227 28% (1)%

Recurring variable 385 — — N/M N/M

% of total revenue:

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Sales usage-based royalties 3 % 3 % 3 %

Recurring variable 3 % — % — %

revenue $ 6,653 $ 5,012 $ 4,504 33% 11%

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International revenue 40 % 40 % 39 %

N/M - Represents a change equal to or in excess of 100% or not meaningful

Revenue increased 35% as compared to 2021.

Subscription revenue increased primarily from growth in Market Intelligence's average contract values and continued demand for Platts proprietary content.

Subscription revenue increased primarily due to the impact of the merger with IHS Markit.

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 also contributed to the increase.

Non-subscription / transaction revenue decreased due to a decrease in corporate bond ratings revenue, bank loan ratings revenue and structured finance revenue at Ratings, partially offset by the impact of the merger with IHS Markit and an increase in conference revenue at Commodity Insights.

Non-transaction revenue decreased primarily due to the unfavorable impact of foreign exchange rates, a decrease in entity credit ratings revenue and lower RES revenue, partially offset by an increase in revenue at our CRISIL subsidiary and an increase in surveillance revenue at Ratings.

Asset linked fees increased primarily due to higher average levels of assets under management for mutual funds at Indices.

The increase in sales-usage based royalties was primarily driven by higher exchange-traded derivative revenue at Indices.

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.

See “Segment Review” below for further information.

The unfavorable impact of foreign exchange rates reduced revenue by 2 percentage points.

This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.

Revenue increased 11% as compared to 2020.

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.

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This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.

Revenue increased 11% as compared to 2019.

Subscription revenue increased primarily from growth in Market Intelligence's average contract values and continued demand for Platts proprietary content.

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

Non-subscription / transaction revenue increased due to an increase in corporate bond ratings revenue, partially offset by a decrease in bank loan ratings revenue and structured finance transaction revenues at Ratings.

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

Asset linked fees increased due to the impact of higher average levels of assets under management for ETFs and mutual funds at Indices.

The increase in sales-usage based royalties was primarily driven by higher exchange-traded derivative volumes at Indices.

See “Segment Review” below for further information.

The favorable impact of foreign exchange rates increased revenue by less than 1 percentage point.

This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.

Total Expenses

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general expenses

$ 995 $ 433 $ 950 $ 393 5% 10%

Market Intelligence 1

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940 392 995 433 (5)% (9)%

Commodity Insights 3

513 466 214 242 N/M 93%

296 385 — — N/M N/M

207 218 173 168 20% 30%

Engineering Solutions 6

197 76 — — N/M N/M

Intersegment eliminations 7

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Corporate Unallocated expense 8

37 372 34 250 7% 49%

105 863 37 372 N/M N/M

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

N/M - Represents a change equal to or in excess of 100% or not meaningful

1 In 2021, selling and general expenses include employee severance charges of $3 million and recovery of lease-related costs of $4 million.

In 2020, selling and general expenses include a technology-related impairment charge of $11 million, lease-related costs of $5 million and employee severance charges of $4 million.

1 In 2022, selling and general expenses include employee severance charges of $90 million, IHS Markit merger costs of $35 million and acquisition-related costs of $2 million.

In 2021, selling and general expenses include employee severance charges of $3 million, acquisition-related costs of $2 million and lease-related costs of $1 million.

In 2020, selling and general expenses include employee severance charges of $27 million and lease-related costs of $3 million.

2 In 2022, selling and general expenses include employee severance charges of $24 million, legal costs of $5 million and an asset write-off of $1 million.

In 2021, selling and general expenses include employee severance charges of $3 million and recovery of lease-related costs of $4 million.

3 In 2022, selling and general expenses include employee severance charges of $45 million and IHS Markit merger costs of $26 million.

In 2021, selling and general expenses include recovery of lease-related costs of $2 million.

In 2020, selling and general expenses include employee severance charges of $11 million and lease-related costs of $2 million.

4 In 2022, selling and general expenses include acquisition-related benefit of $14 million, employee severance charges of $4 million and IHS Markit merger costs of $3 million.

5 In 2022, selling and general expenses include employee severance charges of $14 million and IHS Markit merger costs of $2 million.

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

In 2020, selling and general expenses include employee severance charges of $5 million, a lease impairment charge of $4 million, a technology-related impairment charge of $2 million and lease-related costs of $1 million.

6 In 2022, selling and general expenses include employee severance charges of $4 million.

7 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

8 In 2022, selling and general expenses include IHS Markit merger costs of $553 million, a S&P Foundation grant of $200 million, employee severance charges of $107 million, an asset impairment of $9 million, a gain on acquisition of $10 million, acquisition-related costs of $8 million, disposition-related costs of $24 million, lease impairments of $5 million and an asset write-off of $3 million.

In 2021, selling and general expenses include IHS Markit merger costs of $249 million, employee severance charges of $13 million, lease-related costs of $4 million, a lease impairment of $3 million, Kensho retention related expenses of $2 million and acquisition-related costs of $2 million.

In 2020, selling and general expenses include lease impairments of $116 million, IHS Markit merger costs of $24 million, employee severance charges of $19 million, Kensho retention related expense of $12 million and a gain related to an acquisition of $1 million.

Operating-Related Expenses

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

Increases at Ratings, Indices and Platts 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.

Operating-related expenses increased 72% as compared to 2021, primarily driven by expenses associated with the merger with IHS Markit and higher compensation costs, partially offset by lower incentive costs.

Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

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Selling and general expenses increased 97%.

Excluding the unfavorable impact of IHS Markit merger costs in 2021 of 2 percentage points, offset by higher lease impairments in 2020 of 1 percentage point, higher employee severance charges in 2020 of less than 1 percentage point and higher lease-related costs in 2020 of less than 1 percentage point, selling and general expenses increased 11%.

Increases at Ratings, Platts 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.

Excluding the unfavorable impact of higher IHS Markit merger costs in 2022 of 18 percentage points, a S&P Foundation grant of 10 percentage points and higher employee severance charges of 13 percentage points, selling and general expenses increased 56%.

The increase was primarily driven by expenses associated with the merger with IHS Markit and higher compensation costs, partially offset by lower incentive costs.

Depreciation and Amortization

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.

Depreciation and amortization was $1,013 million in 2022 compared to $178 million in 2021, primarily due to higher intangible asset amortization driven by the impact of the merger with IHS Markit.

The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the years ended December 31, 2021 and 2020:

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general expenses

$ 950 $ 393 $ 897 $ 392 6% —%

Market Intelligence 1

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995 433 950 393 5% 10%

Commodity Insights 3

214 242 196 247 9% (2)%

173 168 146 168 18% —%

Intersegment eliminations 5

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N/M - Represents a change equal to or in excess of 100% or not meaningful

1 In 2020, selling and general expenses include a technology-related impairment charge of $11 million, lease-related costs of $5 million and employee severance charges of $4 million.

In 2019, selling and general expenses include employee severance charges of $11 million.

1 In 2021, selling and general expenses include employee severance charges of $3 million, acquisition-related costs of $2 million and lease-related costs of $1 million.

In 2020, selling and general expenses include employee severance charges of $27 million and lease-related costs of $3 million.

In 2019, selling and general expenses include employee severance charges of $6 million and acquisition-related costs of $4 million.

2 In 2021, selling and general expenses include employee severance charges of $3 million and recovery of lease-related costs of $4 million.

In 2020, selling and general expenses include a technology-related impairment charge of $11 million, lease-related costs of $5 million and employee severance charges of $4 million.

3 In 2021, selling and general expenses include recovery of lease-related costs of $2 million.

In 2020, selling and general expenses include employee severance charges of $11 million and lease-related costs of $2 million.

In 2019, selling and general expenses include employee severance charges of $1 million.

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

5 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

6 In 2021, selling and general expenses include IHS Markit merger costs of $249 million, employee severance charges of $13 million, lease-related costs of $4 million, a lease impairment of $3 million, Kensho retention related expenses of $2 million and acquisition-related costs of $2 million.

In 2019, selling and general expenses include Kensho retention related expense of $21 million, lease impairments of $11 million and employee severance charges of $7 million.

Operating-Related Expenses

Operating-related expenses increased as compared to 2019 driven by increases at Market Intelligence and Ratings.

The increase at Market Intelligence was primarily due to higher compensation costs driven by investments in growth initiatives and the acquisition of 451 Research, LLC, and higher incentive costs.

The increase at Ratings was primarily driven by higher incentive costs.

These increases were partially offset by a decrease in travel and entertainment expenses from non-essential travel restrictions in response to COVID-19.

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.

Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

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Selling and general expenses increased 11%.

Excluding the impact of higher lease impairment charges in 2020 of 9 percentage points, higher employee severance charges in 2020 of 3 percentage costs, lease-related costs in 2020 of 1 percentage point, IHS Markit merger costs in 2020 of 1 percentage point and a technology-related impairment charge of 1 percentage point, partially offset by higher Kensho related retention expense in 2019 of 1 percentage point, selling and general expenses increased 1%.

This increase was primarily driven by an increase at Market Intelligence due to higher compensation costs driven by investments in growth initiatives and the acquisition of 451 Research, LLC, and higher incentive costs, and an increase at Indices driven by an increase in legal related costs.

These increases were partially offset by a decrease in travel and entertainment expenses from non-essential travel restrictions in response to COVID-19 and lower rental expense from a reduction in the Company's real estate footprint.

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

Depreciation and amortization increased $2 million, or 1%, compared to 2019 due to an increase in depreciation expense related to assets that began being depreciated in the second half of 2019 and an increase in amortization expense driven by the acquisitions of RobecoSAM, Greenwich Associates LLC and 451 Research, LLC in January 2020, February 2020 and December 2019, respectively.

Gain on Dispositions

During the year ended December 31, 2022, we completed the following dispositions that resulted in a pre-tax gain of $1.9 billion, which was included in Gain on dispositions in the consolidated statement of income:

• In June of 2022, we completed the previously announced sale of Leveraged Commentary and Data (“LCD”) along with a related family of leveraged loan indices, within our Market Intelligence and Indices segments, respectively, to Morningstar for a purchase price of $600 million in cash, subject to customary adjustm ents, and a contingent payment of up to $50 million which is payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships.

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

During the year ended December 31, 2022, we recorded a pre-tax gain of $505 million ($378 million after tax) for the sale of LCD.

During the year ended December 31, 2022, we recorded a pre-tax gain of $52 million ($43 million after-tax) for the sale of a family of leveraged loan indices in Gain on dispositions in the consolidated statements of income.

• In June of 2022, we completed the previously announced sale of the Base Chemicals business to News Corp for $295 million in cash.

We did not recognize a gain on the sale of the Base Chemicals business.

• In March of 2022, we completed the previously announced sale of CUSIP Global Services (“CGS”), a business within our Market Intelligence segment, to FactSet Research Systems Inc.

for a purchase price of $1.925 billion in cash, subject to customary adjustments.

During the year ended December 31, 2022, we recorded a pre-tax gain of $1.342 billion ($1.005 billion after tax) in Gain on dispositions in the consolidated statements of income related to the sale of CGS.

• In February of 2022, we completed the previously announced sale of OPIS to News Corp for $1.150 billion in cash.

We did not recognize a gain on the sale of OPIS.

During the year ended December 31, 2021, we completed the following dispositions that resulted in a pre-tax gain of $11 million, which was included in Gain on dispositions in the consolidated statements of income:

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• During the year ended December 31, 2020, we recorded a pre-tax gain of $1 million ($1 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of SPIAS, a business within our Market Intelligence segment, in July of 2019.

During the year ended December 31, 2019, we completed the following dispositions that resulted in a pre-tax gain of $49 million, which was included in Gain on dispositions in the consolidated statement of income:

• In July of 2019, we completed the sale of RigData, a business within our Platts segment, to Drilling Info, Inc.

RigData is a provider of daily information on rig activity for the natural gas and oil markets across North America.

During the year ended December 31, 2019, we recorded a pre-tax gain of $27 million ($26 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of RigData.

• In March of 2019, we entered into an agreement to sell SPIAS to Goldman Sachs Asset Management ("GSAM").

SPIAS provides non-discretionary investment advice across institutional sub-advisory and intermediary distribution channels globally.

On July 1, 2019, we completed the sale of SPIAS to GSAM.

During the year ended December 31, 2019, we recorded a pre-tax gain of $22 million ($12 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of SPIAS.

Operating Profit

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We internally manage our operations by reference to operating profit with economic resources allocated primarily based on each segment's contribution to operating profit.

Segment operating profit is defined as operating profit before Corporate Unallocated expense.

Segment operating profit is defined as operating profit before Corporate Unallocated expense and Equity in Income on Unconsolidated Subsidiaries.

Segment operating profit is not, however, a measure of financial performance under U.S.

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2022 2021 2020 ’22 vs ’21 ’21 vs ’20

$ 2,629 $ 2,223 $ 1,783 18% 25%

Market Intelligence 1

$ 2,488 $ 676 $ 569 N/M 19%

1,672 2,629 2,223 (36)% 18%

Commodity Insights 3

591 544 478 9% 14%

213 — — N/M N/M

927 798 666 16% 20%

Engineering Solutions 6

15 — — N/M N/M

Total segment operating profit 5,906 4,647 3,936 27% 18%

Corporate Unallocated expense 7

(426) (319) (212) (33)% (50)%

(989) (426) (319) N/M (33)%

Equity in Income on Unconsolidated Subsidiaries 8

27 — — N/M N/M

Total operating profit $ 4,944 $ 4,221 $ 3,617 17% 17%

1 2021 includes a gain on disposition of $6 million, employee severance charges of $3 million and recovery of lease-related costs of $4 million.

2020 includes a technology-related impairment charge of $11 million, lease-related costs of $5 million and employee severance charges of $4 million.

2019 includes employee severance charges of $11 million.

2021, 2020 and 2019 include amortization of intangibles from acquisitions of $10 million, $7 million and $2 million, respectively.

N/M - Represents a change equal to or in excess of 100% or not meaningful

1 2022 includes a gain on disposition of $1.8 billion, employee severance charges of $90 million, IHS Markit merger costs of $35 million and acquisition-related costs of $2 million.

2021 includes acquisition-related costs of $2 million.

2021 and 2020 include employee severance charges of $3 million and $27 million, respectively, a gain on dispositions of $3 million and $12 million, respectively, and lease-related costs of $1 million and $3 million, respectively.

2019 includes a gain on the sale of SPIAS of $22 million, employee severance charges of $6 million and acquisition-related costs of $4 million.

2022, 2021, and 2020 includes amortization of intangibles from acquisitions of $474 million, $65 million and $76 million, respectively.

2 2022 includes employee severance charges of $24 million, legal costs of $5 million and an asset write-off of $1 million.

2021 includes a gain on disposition of $6 million, employee severance charges of $3 million and recovery of lease-related costs of $4 million.

2020 includes a technology-related impairment charge of $11 million, lease-related costs of $5 million and employee severance charges of $4 million.

2022, 2021, and 2020, include amortization of intangibles from acquisitions of $7 million, $10 million and $7 million, respectively.

3 2022 includes employee severance charges of $45 million and IHS Markit merger costs of $26 million.

2021 includes recovery of lease-related costs of $2 million.

2020 includes employee severance charges of $11 million and lease-related costs of $2 million.

2019 includes a gain on the sale of RigData of $27 million and employee severance charges of $1 million.

2022, 2021 and 2020 includes amortization of intangibles from acquisitions of $111 million, $8 million, and $9 million.

4 2022 includes an acquisition-related benefit of $14 million, employee severance charges of $4 million, IHS Markit merger costs of $3 million and amortization of intangibles from acquisitions of $241 million.

5 2022 includes a gain on disposition of $52 million, employee severance charges of $14 million and IHS Markit merger costs of $2 million.

2021 includes recovery of lease-related costs of $1 million.

2020 includes employee severance charges of $5 million, a lease impairment charge of $4 million, a technology-related impairment charge of $2 million and lease-related costs of $1 million.

2021, 2020 and 2019 includes amortization of intangibles from acquisitions of $6 million.

2022, 2021 and 2020 includes amortization of intangibles from acquisitions of $31 million, $6 million and $6 million, respectively.

6 2022 includes employee severance charges of 4 million and amortization of intangibles from acquisition s of $35 million.

7 2022 includes IHS Markit merger costs of $553 million, a S&P Foundation grant of $200 million, employee severance charges of $107 million, a gain on acquisition of $10 million, an asset impairment of $9 million, acquisition-related costs of $8 million, disposition-related costs of $24 million, lease impairments of $5 million and an asset write-off of $3 million.

2021 and 2020 includes IHS Markit merger costs of $249 million and $24 million, respectively.

2021, 2020, and 2019 include employee severance charges of $13 million, $19 million and $7 million, respectively, lease impairments of $3 million, $116 million and $11 million, respectively, and Kensho retention related expenses of $2 million, $12 million, and $21 million, respectively.

2021 and 2020 include employee severance charges of $13 million and $19 million, respectively, lease impairments of $3 million and $116 million, respectively, and Kensho retention related expenses of $2 million, and $12 million, respectively.

2021 includes lease-related costs of $4 million, acquisition-related costs of $2 million and a gain on disposition of $2 million.

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Additionally, 2022, 2021 and 2020 include amortization of intangibles from acquisitions of $4 million, $7 million, and $26 million.

8 2022 includes amortization of intangibles from acquisitions of $55 million.

Segment Operating Profit — Increased 27% as compared to 2021.

Excluding the favorable impact of a higher gain on dispositions in 2022 of 41 percentage points, partially offset by higher amortization of intangibles from acquisitions in 2022 of 18 percentage points, higher employee severance charges in 2022 of 4 percentage points and IHS Markit merger related costs in 2022 of 1 percentage point, segment operating profit increased 9%.

The increase was primarily due to revenue growth primarily due to the impact of the merger with IHS Markit, lower incentive costs and lower occupancy costs from reduced real estate footprint, partially offset by a decrease in revenue at Ratings, expenses associated with the merger with IHS Markit, an increase in compensation costs driven by additional headcount and annual merit and promotion increases, the resumption of business travel from the lifting of COVID restrictions and an increase in technology expenses.

See “Segment Review” below for further information.

Corporate Unallocated Expense — Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses.

Corporate Unallocated expense increased 132% compared to 2021.

Excluding higher IHS Markit merger costs in 2022 of 85 percentage points, a S&P Foundation grant in 2022 of 56 percentage points, higher employee severance charges in 2022 of 26 percentage points, disposition-related costs in 2022 of 7 percentage points, an asset impairment in 2022 of 2 percentage points and higher acquisition-related costs in 2022 of 1 percentage point, partially offset by a gain on acquisition in 2022 of 3 percentage points and lower amortization of intangibles from acquisitions in 2022 of 1 percentage point, Corporate Unallocated expense decreased 41% primarily due to cost synergies and lower incentive costs.

Equity in Income on Unconsolidated Subsidiaries — The Company holds an investment in a 50/50 joint venture arrangement with shared control with CME Group that combined each of the company’s post-trade services into a new joint venture, OSTTRA.

The joint venture provides trade processing and risk mitigation operations and incorporates CME Group’s optimization businesses (Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business.

The combination is intended to increase operating efficiencies of both the company’s business to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes.

Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture acquired in connection with the merger with IHS Markit.

Equity in Income on Unconsolidated Subsidiaries was $27 million for the year ended December 31, 2022.

Foreign exchange rates had an unfavorable impact on operating profit of less than 1 percentage point.

This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities.

Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year.

Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual businesses functional currency.

Segment Operating Profit — Increased $711 million or 18% as compared to 2020.

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Segment Operating Profit — Increased $498 million, or 14% as compared to 2019.

Excluding the impact of higher employee severance charges in 2020 of 1 percentage point, a higher gain on dispositions in 2019 of 1 percentage point primarily related to the sale of RigData and SPIAS, a technology-related impairment charge in 2020 of less than 1 percentage point and lease-related costs in 2020 of less than 1 percentage point, segment operating profit increased 17%.

The increase was primarily due to an increase in revenue at all of our reportable segments combined with a decrease in travel and entertainment expenses from non-essential travel restrictions in response to COVID-19, partially offset by an increase in incentive costs and higher compensation costs driven by annual merit increases and additional headcount.

Corporate Unallocated Expense — Corporate Unallocated expense includes costs for corporate center functions, select initiatives and unoccupied office space and Kensho, included in selling and general expenses.

Corporate Unallocated expense increased by $107 million or 50% as compared to 2019.

Excluding the impact of higher lease impairment charges in 2020 of 53 percentage points, IHS Markit merger costs in 2020 of 12 percentage points and higher employee severance charges in 2020 of 6 percentage points, partially offset by lower Kensho retention related expense in 2020 of 6 percentage points and a gain on disposition in 2020 of 2 percentage points, Corporate Unallocated expense decreased 12% primarily driven by lower rental expense from a reduction in the Company's real estate footprint, a decrease in travel and entertainment expenses and lower professional fees, partially offset by contributions to the S&P Global Foundation made in 2020.

Foreign exchange rates had a favorable impact on operating profit of 1 percentage point.

The foreign exchange rate impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities.

Constant currency impacts are estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.

Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on monetary assets and liabilities denominated in currencies other than the individual business' functional currency.

Other (Income) Expense, net

Other (income) expense, net primarily includes the net periodic benefit cost for our retirement and post retirement plans.

Other income, net for 2021 and 2020 was $62 million and $31 million, respectively, and other expense, net for 2019 was $98 million .

During the year ended December 31, 2020, lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.K.

pension plan, triggering the recognition of a non-cash pre-tax settlement charge of $3 million.

During the year ended December 31, 2019, the Company purchased a group annuity contract under which an insurance company assumed the Company’s obligation to pay pension benefits to approximately 4,600 retirees and beneficiaries.

This purchase eliminates all future investment or mortality risk associated with these retirees.

The purchase of this group annuity contract was funded with pension plan assets.

As a result, the Company’s outstanding pension benefit obligation was reduced by approximately $370 million, representing approximately 24% of the total obligations of the Company’s qualified pension plans.

In connection with this transaction, the Company recorded a pre-tax settlement charge of $113 million, reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan.

Excluding these charges, other income, net was $62 million, $34 million and $14 million for 2021, 2020 and 2019, respectively.

The increase in other (income) expense, net in 2021 compared to 2020 was primarily due to a higher gain on investments in 2021 and the increase in 2020 compared to 2019 was primarily due to a higher loss on investments in 2019.

Other Income, net

Other income, net primarily includes the net periodic benefit cost for our retirement and post retirement plans.

Other income, net for 2022, 2021 and 2020 was $70 million , $62 million, $31 million respectively .

During 2022 and 2020, lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.K.

pension plan, triggering the recognition of a non-cash pre-tax settlement charges of $13 million and $3 million, respectively.

Excluding these pre-tax settlement charges, other income, net was $83 million , $62 million , and $34 million for 2022, 2021, 2020, respectively.

The increase in other income, net in 2022 compared to 2021 and in 2021 compared to 2020 was primarily due to a higher gain on investments.

Interest Expense, net

Net interest expense for 2022 increased $185 million compared to 2021 primarily due to higher debt balances.

Net interest expense for 2021 decreased $22 million or 16% compared to 2020, primarily due to lower interest expense resulting from the refinancing of a series of our senior notes in August of 2020.

Net interest expense for 2020 remained relatively unchanged compared to 2019, increasing less than 1%.

Loss on Extinguishment of Debt

The year ended December 31, 2020 includes $279 million related to the redemption fee on the early retirement of our 4.4% senior notes due in 2026 and a portion of the 6.55% senior notes due in 2037 and 4.5% senior notes due in 2048 in the third quarter of 2020.

The year ended December 31, 2019 includes $57 million of costs associated with the early repayment of our 3.3% Senior Notes and a portion of our 6.55% Senior Notes.

See Note 4 - Debt 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.

Loss on Extinguishment of Debt, Net

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

2020 includes $279 million related to the redemption fee on the early retirement of our 4.4% senior notes due in 2026 and a portion of the 6.55% senior notes due in 2037 and 4.5% senior notes due in 2048 in the third quarter of 2020.

Provision for Income Taxes

Our effective tax rate was 25.1%, 21.6% and 21.5% for 2022, 2021 and 2020, respectively.

The increase in 2022 was primarily due to the tax charge on merger related divestitures.

The increase in 2021 was primarily due to a change in the mix of income by jurisdiction.

The increase in 2020 was primarily due to a decrease in the recognition of excess tax benefits associated with share-based payments in the statement of income.

Segment Review

Ratings is an independent provider of credit ratings, research, and analytics to investors, issuers and other market participants.

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.

In June of 2022, we completed the previously announced sale of Leveraged Commentary and Data (“LCD”), a business within our Market Intelligence segment, to Morningstar.

During the year ended December 31, 2022, we recorded a pre-tax gain of $505 million ($378 million after-tax) in Gain on dispositions in the consolidated statements of income for the sale of LCD.

In March of 2022, we completed the previously announced sale of CUSIP Global Services (“CGS”), a business within our Market Intelligence segment, to FactSet Research Systems Inc.

for a purchase price of $1.925 billion in cash, subject to customary adjustments.

During the year ended December 31, 2022, we recorded a pre-tax gain of $1.342 billion ($ 1.005 billion after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of CGS.

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”), a third party provider of investor relations related services.

This alliance integrated Market Intelligence's proprietary data into Q4's portfolio of solutions, enabling further opportunities for commercial collaboration.

In connection with transitioning its IR webhosting business to Q4, Market Intelligence received a minority investment in Q4.

During the year ended December 31, 2020, we recorded a pre-tax gain of $11 million ($6 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of IR.

During the years ended December 31, 2021 and 2020, we recorded a pre-tax gain of $3 million ($3 million after-tax) and $1 million ($1 million after-tax), respectively, in Gain on dispositions in the consolidated statement of income related to the sale of Standard & Poor's Investment Advisory Services LLC (“SPIAS”), a business within our Market Intelligence segment, that occurred in July of 2019.

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 including information on the merger with IHS Markit.

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.

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

The following table provides revenue and segment operating profit information for the years ended December 31:

(in millions) Year ended December 31, % Change

2022 2021 2020 ’22 vs ’21 ’21 vs ’20

Revenue $ 3,811 $ 2,185 $ 2,046 74 % 7 %

Subscription revenue $ 3,263 $ 2,131 $ 1,991 53 % 7 %

Recurring variable revenue $ 385 $ — $ — N/M N/M

Non-subscription revenue

$ 163 $ 54 $ 54 N/M (2) %

Asset-linked fees $ — $ — $ 1 N/M (94) %

% of total revenue:

Subscription revenue 86 % 98 % 97 %

Recurring variable revenue 10 % — % — %

Non-subscription revenue 4 % 2 % 3 %

Asset-linked fees — % — % — %

revenue $ 2,231 $ 1,374 $ 1,316 62 % 4 %

International revenue $ 1,580 $ 811 $ 730 95 % 11 %

% of total revenue:

revenue 59 % 63 % 64 %

International revenue 41 % 37 % 36 %

Operating profit 1

$ 2,488 $ 676 $ 569 N/M 19 %

% Operating margin 65 % 31 % 28 %

N/M – Represents a change equal to or in excess of 100% or not meaningful

Note – In the first quarter of 2022, the Market Intelligence Commodities business was transferred to th e Commodity Insights segment and prior-year amounts have been reclassified to conform with current presentation.

1 2022 includes a gain on dispositions of $1.8 billion, employee severance charges of $90 million, IHS Markit merger costs of $35 million, and acquisition-related costs of $2 million.

2021 includes employee severance charges of $3 million, a gain on disposition of $3 million,

acquisition-related costs of $2 million and lease-related costs of $1 million.

2020 includes employee severance charges of $27 million, a gain on dispositions of $12 million and lease-related costs of $3 million.

2022, 2021 and 2020 includes amortization of intangibles from acquisitions of $474 million, $65 millio n and $76 million, respectively.

Revenue increased 74% primarily due to the impact of the merger with IHS Markit.

Subscription revenue growth for certain Market Intelligence Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data and Advisory Solutions also contributed to revenue growth.

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

Operating profit increased 268%.

Excluding the impact of a gain on dispositions of 282 percentage points, partially offset by higher amortization of intangibles of 63 percentage points, employee severance charges in 2022 of 13 percentage points and IHS Markit merger costs in 2022 of 5 percentage points, operating profit increased 67% primarily due to revenue growth and lower incentive costs, partially offset by expenses associated with the merger with IHS Markit, an increase in technology expenses and higher compensation costs.

Foreign exchange rates had a favorable impact of 4 percentage points.

Revenue increased 7% driven by subscription revenue growth for RatingsXpress®, RatingsDirect®, certain Market Intelligence Desktop products, and certain data feed products within Data and Advisory Solutions.

revenue and international revenue increased compared to 2021.

Foreign exchange rates had a favorable impact of less than 1 percentage point.

Operating profit increased 19%, with an unfavorable impact from foreign exchange rates of less than 1 percentage point.

Excluding the impact from higher employee severance charges in 2020 of 6 percentage points and higher amortization of intangibles in 2020 of 3 percentage points, partially offset by the impact of a higher gain on the dispositions in 2020 of 2 percentage points, operating profit increased 12%.

The impact of revenue growth and lower compensation costs due to reduced headcount was partially offset by an increase in cost of sales and intersegment royalties tied to annualized contract value growth, increased technology costs and higher incentive costs.

Industry Highlights and Outlook

Market Intelligence continues to focus on developing key product offerings in growth areas such a Environmental, Social and Governance (“ESG”) and growing new products and product features by leveraging technology investments.

Product launches and innovation continued at Market Intelligence in 2022 with the introduction of several new ESG related products and new products and product features leveraging technology investments.

Legal and Regulatory Environment

The market for data, analytical capabilities and research services is intensely competitive, ranging from established firms to market disruptors.

Market Intelligence competes domestically and internationally based on a number of factors, including the quality and range of its data, analytical capabilities, research services, client service, reputation, price, geographic scope, and technological innovation.

Market Intelligence is subject to global regulation, particularly in the European Union, the U.K.

Several laws and regulations in the European Union, the U.K.

have been adopted but not yet implemented, or have been proposed or are being considered, to which Market Intelligence, or its clients, will or may become subject, including laws and regulations related to pricing providers, sustainability, credit rating data, data privacy and cyber security.

For example, the EU passed the Digital Operational Resilience Act in December 2022 (“DORA”), which is expected to take effect by the end of January 2025.

DORA will impose operational resilience and cyber security standards and obligations, including technical and organizational standards and responsibilities which may require technology and/or organizational investment, upon (i) many Market Intelligence financial market clients, who may look to pass such obligations onto vendors like Market Intelligence, and (ii) information and communications technology providers designated by the EU as “Critical Third Party Providers,” which may, or may not, include Market Intelligence.

In addition, the U.K.

Financial Conduct Authority has announced that it will conduct a market study into how competition is working in the markets for credit rating data and market data generally, which is expected to commence at the start of 2023.

At this time, the impact on Market Intelligence of any such recently adopted or proposed laws or regulations, or market studies, remains uncertain, but they could increase the regulatory exposure of Market Intelligence or the costs and legal risks relating to Market Intelligence’s activities, adversely affect the ability of Market Intelligence to provide its products and services, or result

in changes in the demand for its products and services.

If Market Intelligence fails to comply with any such laws or regulations, it could be subject to significant litigation, civil or criminal penalties, monetary damages, regulatory enforcement actions or fines.

Regulatory developments may also present commercial opportunities to Market Intelligence to develop further or different services to enable better compliance by its clients.

For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A, Risk Factors, in this Annual Report on Form 10-K.

For a further discussion of the legal and regulatory environment in our Market Intelligence business, see Note 13 - Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.

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

Credit ratings are one of several tools investors can use when making decisions about purchasing bonds and other fixed income investments.

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Non-transaction revenue also includes an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

Royalty revenue for 2021, 2020 and 2019 was $136 million, $128 million and $118 million, respectively.

Royalty revenue for 2022, 2021 and 2020 was $143 million, $1 36 million an d $128 million, respectively.

The following table provides revenue and segment operating profit information for the years ended December 31:

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Transaction revenue $ 1,241 $ 2,253 $ 1,969 (45) % 14 %

$ 2,253 $ 1,969 $ 1,570 14 % 25 %

Non-transaction revenue $ 1,809 $ 1,844 $ 1,637 (2) % 13 %

$ 1,844 $ 1,637 $ 1,536 13 % 7 %

% of total revenue:

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% Operating margin 55 % 64 % 62 %

1 In the first quarter of 2021, we reevaluated our transaction and non-transaction presentation for Ratings which resulted in a reclassification from transaction revenue to non-transaction revenue of $8 million and $7 million for the years ended December 31, 2020 and 2019, respectively.

1 2022 includes employee severance charges of $24 million, legal costs of $5 million and an asset write-off of $1 million.

2021 includes a gain on disposition of $6 million, recovery of lease-related costs of $4 million, and employee severance charges of $3 million.

1 unchanged sentence

2022, 2021 and 2020 include amortization of intangibles from acquisitions of $7 million, $10 million and $7 million, respectively.

Revenue decreased 26% with an unfav orable impact from foreign exchange rates of 3 percentage points.

Transaction revenue decreased due to lower corporate bond ratings revenue driven by a decrease in high-yield and investment-grade issuance volumes and lower bank loan ratings revenue.

A decrease in structured finance revenues primarily driven by decreased issuance of U.S.

collateralized loan obligations (“CLOs”) also contributed to the decrease in transaction revenue.

Reduced issuance volumes mainly resulted from unfavorable macroeconomic conditions in 2022 compared to strong issuance levels in the prior year period.

Non-transaction revenue decreased 2% primarily due to the unfavorable impact of foreign exchange rates, a decrease in entity credit ratings revenue and lower Ratings Evaluation Service ( “RES”) revenue driven by decreased M&A activity, partially offset by an increase in revenue at our CRISIL subsidiary and an increase in surveillance revenue.

Excluding the unfavorable impact of foreign exchange rates of 3 percentage points, non-transaction revenue increased 1%.

Transaction and non-transaction revenue also benefited from improved contract terms across product categories.

Operating profit decreased 36%, with an unfavorable impact from foreign exchange rates of 1 percentage point.

Excluding the impact of employee severance charges in 2022 of 1 percentage point, operating profit decreased 35% primarily due to a decline in revenue partially offset by decrease in expenses.

The decrease in expenses was driven by lower incentive costs due to weaker financial performance, lower outside services expenses, lower occupancy costs from reduced real estate footprint, partially offset by higher compensation costs driven by targeted investments into key areas of the business, and the resumption of business travel from the lifting of COVID restrictions.

Revenue increased 14%, with a favorable impact from foreign exchange rates of 1 percentage point.

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The impact of revenue growth and lower occupancy costs was partially offset by an increase in incentive costs and higher compensation costs due to annual merit increases, additional headcount and human capital investments, as well as the ramp up of technology and strategic initiatives.

Revenue increased 16% including a favorable benefit of 1 percentage point from the impact of recent acquisitions.

Transaction revenue grew due to an increase in corporate bond ratings revenue primarily driven by higher corporate bond issuance in the U.S.

mainly resulting from borrowers’ need for increased liquidity in light of the pandemic-related economic downturn, historically low borrowing costs, and central bank lending actions initially announced at the end of the first quarter of 2020, partially offset by a decrease in bank loan ratings revenue and structured finance revenues.

Non-transaction revenue increased primarily due to an increase in surveillance revenue, royalty revenue, and higher RES activity driven by increased M&A activity in the fourth quarter of 2020.

Transaction and non-transaction revenue also benefited from improved contract terms across product categories.

Foreign exchange rates had a favorable impact of less than 1 percentage point.

Revenue was favorably impacted by the acquisitions of the ESG Ratings Business from RobecoSAM and Greenwich Associates LLC in January of 2020 and February of 2020, respectively.

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.

Operating profit increased 25%, with a 2 percentage point favorable impact from foreign exchange rates.

Excluding the impact of a technology-related impairment charge in 2020 of less than 1 percentage point, lease-related costs in 2020 of less than 1 percentage point and higher amortization of intangible assets in 2020 of less than 1 percentage point, partially offset by higher employee severance charges in 2019 of less than 1 percentage point, operating profit increased 25%.

The impact of revenue growth was partially offset by an increase in incentive costs and higher compensation costs due to annual merit increases and additional headcount, partially offset by a decrease in travel and entertainment expenses from non-essential travel restrictions in response to COVID-19.

Market Issuance Volumes

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* Includes Industrials and Financial Services.

• High-yield issuance was up in both the U.S and Europe as issuers were taking advantage of historically low borrowing costs.

Investment-grade issuance was down in both the U.S.

and Europe reflecting comparisons against a strong prior year period as a number of large financing transactions contributed to the increase in investment-grade issuance in the U.S.

and Europe in 2020.

** Includes rated and non-rated issuance.

• Corporate issuance was down in the U.S.

and Europe reflecting unfavorable macroeconomic conditions in 2022 compared to strong issuance levels in 2021.

2022 Compared to 2021

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Total issuance (38)% (1)% (23)%

** Represents no activity in 2021 and 2020.

• ABS issuance increased in the U.S.

and Europe primarily driven by growth across all sub asset classes led by Credit Cards, Student Loans, Autos and Esoterics.

• CLO issuance increased in the U.S.

and European structured credit markets driven by growth in leveraged loans due to strong M&A activity and investor demand for high risk adjusted yield.

• CMBS issuance was up in the U.S.

reflecting increased market volume in large single-asset single-borrower (SASB) as market conditions improved from early in the pandemic.

CMBS issuance in Europe was also up, although from a low 2020 base.

• RMBS issuance was up in the U.S.

and Europe reflecting increased market volume due to an improved housing market.

• Covered bond (debt securities backed by mortgages or other high-quality assets that remain on the issuer's balance sheet) issuance in Europe increased in 2021 driven by improved market conditions.

** Represents no activity in 2022 or 2021.

• ABS issuance decreased in the U.S.

and Europe driven by a decline in Autos, Student Loans, and Non-Traditional / Esoterics.

• CLO issuance was down in the U.S.

and European structured credit markets due to unfavorable market conditions and widening spreads slowing down new issues and eliminating refinancing and resets.

• CMBS issuance was down in the U.S.

reflecting unfavorable market conditions.

CMBS issuance was also down in Europe, although from a low 2021 base.

• RMBS issuance was down in the U.S.

reflecting decreased market volume due to unfavorable market conditions.

RMBS issuance increased in Europe reflecting an increase in large jumbo deals.

• Covered bond (debt securities backed by mortgages or other high-quality assets that remain on the issuer's balance sheet) issuance in Europe increased from a low 2021 base as cheaper government programs slowed down.

Industry Highlights and Outlook

Revenue increased in 2021 primarily driven by an increase in bank loan ratings revenue, structured finance transaction revenues and non-transaction revenue.

In 2021, Ratings continued to focus on developing key product offerings in ESG and launched new Social and Sustainability products.

ESG initiatives and international expansion in China continues to be areas of focus for Ratings.

CRISIL revenue increased across all segments, primarily driven by Global Benchmarking Analytics and Global Research & Risk solutions from the recovery of the banking sector and increased focus on sustainability, credit risk and model validation projects.

This growth is expected to extend into 2022 led by the financial research and research & analytics businesses.

Continued focus on maintaining an effective analytical workforce with targeted hiring and a competitive compensation structure.

Technology investments from the expansion and improvements in the cloud infrastructure, as well as enhancements to the delivery and value add of the Ratings content to customers.

Revenue decreased in 2022 primarily driven by declines in corporate bond ratings revenue, bank loan ratings revenue, structured finance transaction revenues, partially offset by an increase in revenue at our CRISIL subsidiary.

CRISIL revenue increased across all segments, primarily driven by Global Research & Risk Solutions.

In 2022, Ratings continued to focus on developing key product offerings in ESG and launched new sustainability products.

ESG initiatives and international expansion in China continue to be areas of focus for Ratings.

Legal and Regulatory Environment

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We do not believe that such new laws, regulations or rules will have a material adverse effect on our financial condition or results of operations.

Other laws, regulations and rules relating to credit rating agencies are being considered by local, national, foreign and multinational bodies and are likely to continue to be considered in the future, including provisions seeking to reduce regulatory and investor reliance on credit ratings, remuneration and rotation of credit rating agencies, and liability standards applicable to credit rating agencies.

Other laws, regulations and rules relating to credit rating agencies are being considered by local, national, foreign and multinational bodies and are likely to continue to be considered in the future, including provisions seeking to reduce regulatory and investor reliance on credit ratings or to increase competition among credit rating agencies, and regarding remuneration and rotation of credit rating agencies, and liability standards applicable to credit rating agencies.

The impact on us of the adoption of any such laws, regulations or rules remains uncertain, but could increase the costs and legal risks relating to Ratings’ rating activities, or adversely affect our ability to compete and/or our remuneration, or result in changes in the demand for credit ratings.

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In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into Ratings’ compliance with applicable laws and regulations.

Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could adversely impact our consolidated financial condition, cash flows, business or competitive position.

Any of these proceedings, investigations

or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could adversely impact our consolidated financial condition, cash flows, business or competitive position.

The businesses conducted by our Ratings segment are, in certain cases, regulated under the Credit Rating Agency Reform Act of 2006 (the “Reform Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and/or the laws of the states or other jurisdictions in which they conduct business.

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For a further discussion of the legal and regulatory environment in our Ratings business, see Note 13 - Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.

Market Intelligence

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

In December of 2021, as part of our Sustainable1 investments, we completed the acquisition of The Climate Service, Inc.

("TCS"), which has developed a climate risk analytics platform assisting corporates, investors and governments with assessing physical climate risks.

Sustainable1 is S&P Global's single source of essential sustainability intelligence, bringing together S&P Global's resources and full product suite of data, benchmarking, analytics, evaluations and indices that provide customers with a 360-degree view to help achieve their sustainability goals.

The acquisition will add capabilities to S&P Global's leading portfolio of essential ESG insights and solutions for its customers.

Through this acquisition, S&P Global will be able to offer its clients even more transparent, robust and comprehensive climate data, models and analytics.

We accounted for the acquisition using the purchase method of accounting.

The acquisition of The Climate Service, Inc.

is not material to our consolidated financial statements.

In December of 2021, S&P Global entered into an agreement to sell CUSIP Global Services ("CGS") business, included in our Market Intelligence segment, to FactSet Research Systems for $1.925 billion, with the agreement subject to customary purchase price adjustments.

The agreement represents continued progress toward completing the pending merger of S&P Global and IHS Markit, and the divestiture is dependent on expected closing of the merger with IHS Markit and other customary conditions.

We have also pledged to divest our Leveraged Commentary and Data (“LCD”) business, included in our Market Intelligence segment, along with a related family of leveraged loan indices as a condition for regulatory approval.

Under the European Commission's conditional approval of the merger of S&P Global and IHS Markit, execution of an agreement to sell the LCD business can occur after the closing of the merger.

The divestitures remain subject to further review and approval by antitrust regulators.

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

In January of 2020, Market Intelligence entered into a strategic alliance to transition S&P Global Market Intelligence's IR webhosting business to Q4, a third party provider of investor relations related services.

This alliance integrated Market Intelligence's proprietary data into Q4's portfolio of solutions, enabling further opportunities for commercial collaboration.

In connection with transitioning its IR webhosting business to Q4, Market Intelligence received a minority investment in Q4.

During the year ended December 31, 2020, we recorded a pre-tax gain of $11 million ($6 million after-tax), respectively, in Gain on dispositions in the consolidated statement of income related to the sale of IR.

In March of 2019, we entered into an agreement to sell SPIAS, a business within our Market Intelligence segment, to GSAM.

SPIAS provides non-discretionary investment advice across institutional sub-advisory and intermediary distribution channels globally.

On July 1, 2019, we completed the sale of SPIAS to GSAM.

During 2019, we recorded a pre-tax gain of $22 million ($12 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of SPIAS.

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.

The following table provides revenue and segment operating profit information for the years ended December 31:

(in millions) Year ended December 31, % Change

2021 2020 2019 ’21 vs ’20 ’20 vs ’19

Revenue $ 2,247 $ 2,106 $ 1,959 7 % 8 %

Subscription revenue $ 2,191 $ 2,050 $ 1,904 7 % 8 %

Non-subscription revenue

$ 56 $ 55 $ 45 2 % 21 %

Asset-linked fees $ — $ 1 $ 10 (83) % (92) %

% of total revenue:

Subscription revenue 98 % 97 % 97 %

Non-subscription revenue 2 % 3 % 2 %

Asset-linked fees — % — % 1 %

revenue $ 1,420 $ 1,355 $ 1,240 5 % 9 %

International revenue $ 827 $ 751 $ 719 10 % 5 %

% of total revenue:

revenue 63 % 64 % 63 %

International revenue 37 % 36 % 37 %

Operating profit 1

$ 703 $ 589 $ 566 19 % 4 %

% Operating margin 31 % 28 % 29 %

1 2021 includes employee severance charges of $3 million, a gain on disposition of $3 million, acquisition-related costs of $2 million and lease-related costs of $1 million.

2020 includes employee severance charges of $27 million, a gain on dispositions of $12 million and lease-related costs of $3 million.

2021, 2020 and 2019 includes amortization of intangibles from acquisitions of $65 million, $76 million and $75 million, respectively.

Excluding the impact of recent dispositions favorably impacting Desktop revenue growth by 1 percentage point, revenue growth at Data Management Solutions, Credit Risk Solutions and Desktop was 11%, 8% and 5%, respectively.

revenue and international revenue increased compared to 2021.

Foreign exchange rates had a favorable impact of less than 1 percentage point.

Operating profit increased 19%, with an unfavorable impact from foreign exchange rates of less than 1 percentage point.

Excluding the impact from higher employee severance charges in 2020 of 6 percentage points and higher amortization of intangibles in 2020 of 3 percentage points, partially offset by the impact of a higher gain on the dispositions in 2020 of 3 percentage points, operating profit increased 13%.

Revenue increased 8% and was favorably impacted by 1 percentage point from the net effect of the recent acquisition of 451 Research, LLC, offset by the disposition of SPIAS and the IR webhosting business.

The increase in revenue was driven by growth in annualized contract values for RatingsXpress®, RatingsDirect®, our data feed products within Data Management Solutions and our Market Intelligence Desktop products.

Excluding the impact of the acquisition and dispositions favorably impacting Desktop revenue growth by 3 percentage points, revenue growth at Credit Risk Solutions, Data Management Solutions and Desktop was 9%, 9% and 4%, respectively.

revenue and international revenue increased compared to 2019.

Foreign exchange rates had a favorable impact of 1 percentage point.

Operating profit increased 4%, with a 3 percentage point favorable impact from foreign exchange rates.

Excluding the impact of higher employee severance charges in 2020 of 3 percentage points and a higher gain on dispositions in 2019 of 2 percentage points, operating profit increased 9%.

The impact of revenue growth was partially offset by higher compensation costs primarily due to annual merit increases, an increase in incentive costs and higher technology costs, partially offset by a decrease in travel and entertainment expenses from non-essential travel restrictions in response to COVID-19.

Industry Highlights and Outlook

Market Intelligence continues to focus on developing key product offerings in growth areas such as ESG and growing new products and product features leveraging technology investments.

Product launches and innovation continued at Market Intelligence in 2021 with the introduction of several new ESG related products and new products and product features leveraging technology investments.

Legal and Regulatory Environment

The market for research services is very competitive.

Market Intelligence competes domestically and internationally on the basis of a number of factors, including the quality of its research and advisory services, client service, reputation, price, geographic scope, range of products and services, and technological innovation.

For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A, Risk Factors, in this Annual Report on Form 10-K.

European Union

The EU enacted a package of legislative measures known as MiFID II ("MiFID II"), which revises and updates the existing EU Markets in Financial Instruments Directive framework, and the substantive provisions became applicable in all EU Member States as of January 3, 2018.

MiFID II includes provisions that, among other things, require the unbundling of investment research and direct how asset managers pay for research either out of a research payment account or from a firm’s profits.

Although the MiFID II package is “framework” legislation (meaning that much of the detail of the rules will be set out in subordinate measures, including some technical standards yet to be adopted by the European Commission), the introduction of the MiFID II package may result in changes to the manner in which Market Intelligence licenses certain products.

MiFID II may impose regulatory burdens on Market Intelligence activities in the EU, although the exact impact and costs are not yet known.

For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A, Risk Factors, in this Annual Report on Form 10-K.

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.

On July 31, 2019, we completed the sale of RigData, a business within our Platts segment, to Drilling Info, Inc.

RigData is a provider of daily information on rig activity for the natural gas and oil markets across North America.

See Note 2 - Acquisitions and Divestitures to the consolidated financial statements of this Form 10-K for further discussion.

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.

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.

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.

The following table provides revenue and segment operating profit information for the years ended December 31:

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Non-subscription revenue

$ 13 $ 7 $ 10 N/M (39) %

$ 126 $ 13 $ 7 N/M N/M

% of total revenue:

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N/M- Represents a change equal to or in excess of 100% or not meaningful

1 2021 includes recovery of lease-related costs of $2 million.

Note – In the first quarter of 2022, the Market Intelligence Commodities business was transferred to the Commodity Insights segment and prior-year amounts have been reclassified to conform with current presentation.

1 2022 include s employee severance charges of $45 million and IHS Markit merger costs of $26 million.

2021 inc ludes recovery of lease-related costs of $2 million.

2020 includes employee severance charges of $11 million and lease-related costs of $2 million.

2022, 2021, and 2020 includes amortization of intangibles from acquisitions of $111 million, $8 million, and $9 million, respectively.

Revenue increased 66% primarily due to the impact of the merger with IHS Markit, continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts and higher conference revenue driven by the return of in-person attendance at Commodity Insights conferences in 2022 compared to virtual events in 2021.

The Energy & Resources Data & Insights, Price Assessments and Upstream Data & Insights businesses continue to be the most significant revenue drivers, followed by the Advisory & Transactional Services business, which contributed large growth in the first quarter of 2022.

Foreign exchange rates had an unfavorable impact of 1 percentage point.

Operating profit increased 9%.

Excluding the impact of higher amortization of intangibles from acquisitions of 19 percentage points, employee severance charges in 2022 of 8 percentage points and IHS Markit merger costs in 2022 of 5 percentage points, operating profit increased 41%.

The increase was primarily due to revenue growth partially offset by expenses associated with the merger with IHS Markit, an increase in costs related to the Commodity Insights conferences in 2022, higher compensation costs, the resumption of business travel from the lifting of COVID restrictions and an increase in operating costs to support business initiatives at Commodity Insights.

Foreign exchange rates had a favorable impact of 1 percentage point.

Revenue increased 8% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts.

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revenue and international revenue grew compared to 2021.

Petroleum continues to be the most significant revenue driver, followed by natural gas, power & renewables, petrochemicals, metals & agriculture, and shipping also contributing to revenue growth.

Operating profit increased 14% with an unfavorable impact from foreign exchange rates of less than 1 percentage point.

Excluding the impact of higher employee severance charges in 2020 of 3 percentage points and higher lease-related costs in 2020 of 1%, operating profit increased 10%.

The increase was primarily due to revenue growth partially offset by an increase in operating costs to support business initiatives at Platts and an increase in incentive costs.

Revenue increased 4% and was unfavorably impacted by less than 1 percentage point from the net effect of recent acquisitions of Enerdata and Live Rice Index and the disposition of RigData.

Revenue increased primarily due to continued demand for market data and market insights products driven by both expanded product offerings to our existing customers combined with enhanced contract terms.

Additionally, an increase in sales usage-based royalties from the licensing of our proprietary market price data and price assessments to commodity exchanges due to increased trading volumes in the first half of 2020 contributed to revenue growth.

These increases were partially offset by a decrease in conference revenue as a result of cancellation and postponement of events due to COVID-19.

International revenue grew and U.S.

revenue remained relatively unchanged compared to 2019 with the U.S revenue growth rate being unfavorably impacted by the disposition of RigData in July of 2019.

Petroleum continues to be the most significant revenue driver, followed by natural gas, power & renewables, metals & agriculture and petrochemicals also contributing to revenue growth.

Foreign exchange rates had a favorable impact of less than 1 percentage point.

Operating profit remained relatively unchanged with a favorable impact from foreign exchange rates of less than 1 percentage point.

Excluding the unfavorable impact of the gain on disposition of RigData in 2019 of 6 percentage points and higher employee severance charges in 2020 of 2 percentage points, operating profit increased 8%.

The increase was primarily due to revenue growth combined with a reduction in expenses.

Expenses decreased primarily due to a decrease in travel and entertainment expenses from non-essential travel restrictions in response to COVID-19, lower costs as a result of cancellation and postponement of events due to COVID-19 and the favorable impact of a benefit resulting from one-time costs related to the discontinuation of a product line at Platts in 2019.

These decreases were partially offset by an increase in operating costs to support business initiatives at Platts and higher incentive costs.

The increase was primarily due to revenue growth partially offset by an increase in operating costs to support business initiatives at Commodity Insights and an increase in incentive costs.

Industry Highlights and Outlook

In 2021, sustained demand for market data and market insight products, led by petroleum, continued to drive revenue growth.

Platts introduced S&P Platts Dimension Pro in 2021 that provides a fully integrated user experience connecting pricing, market commentary, news and analytics.

Additionally, Platts introduced several new ESG related products in 2021.

Platts continues to focus on developing new product and product features leveraging technology investments and developing key product offerings in ESG.

In 2022, the impact of the merger with IHS Markit, sustained demand for market data and market insights products, new and enhanced products & services, and higher conference revenue driven by the return of in-person attendance at Commodity Insights conferences in 2022 compared to virtual events in 2021 contributed to revenue growth.

Commodity Insights continues to focus on developing new products and product features leveraging technology investments and developing key product offerings in ESG, including energy transition.

Legal and Regulatory Environment

Platts’ commodities price assessment and information business is subject to increasing regulatory scrutiny.

Commodity Insights' price assessment business is subject to increasing regulatory scrutiny.

As discussed below under the heading “Indices-Legal and Regulatory Environment”, the benchmarks industry is subject to the new regulation in the EU (the “EU Benchmark Regulation”) as well as potential increased regulation in other jurisdictions.

Platts has obtained authorization and is now supervised by the Dutch Authority for the Financial Markets in the Netherlands under the EU Benchmark Regulation, will likely need to take similar steps in other jurisdictions including the United Kingdom when the transitional period under the EU Benchmark Regulation (and its UK equivalent) ends, as well as in jurisdictions outside of Europe if they pass similar legislation.

For a further discussion of competitive and other risks inherent in our Platts business, see Item 1A, Risk Factors, in this Annual Report on Form 10-K.

European Union

Commodity Insights has obtained authorization and is now supervised by the Dutch Authority for the Financial Markets in the Netherlands under the EU Benchmark Regulation, and it will likely need to take similar steps in other jurisdictions including the United Kingdom when the transitional period under the EU Benchmark Regulation (and its UK equivalent) ends, as well as in jurisdictions outside of Europe if they pass similar legislation.

The EU has enacted MiFID II, which revise and update the existing EU Markets in Financial Instruments Directive and the substantive provisions became applicable in all EU Member States as of January 3, 2018.

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Market Infrastructure Regulation of 2011).

MiFID II and the Market Abuse Regulation ("MAR") may impose additional regulatory burdens on Platts activities in the EU over time, but they have not yet resulted in increased substantive impact or costs.

MiFID II and potential subsequent amendments may result in changes to the manner in which the Commodity Insights business licenses its price assessments.

MiFID II and the Market Abuse Regulation ("MAR") may impose additional regulatory burdens on Commodity Insights activities in the EU over time, but they have not yet resulted in increased substantive impact or costs.

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

Platts has aligned its operations with the PRA Principles and, as recommended by IOSCO in its final report on the PRA Principles, has aligned to the PRA Principles for other commodities for which it publishes benchmarks.

For a further discussion of competitive and other risks inherent in our Platts business, see Item 1A, Risk Factors, in this Annual Report on Form 10-K.

For a further discussion of the legal and regulatory environment in our Platts business, see Note 13 - Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.

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

Commodity Insights has aligned its operations with the PRA Principles and, as recommended by IOSCO in its final report on the PRA Principles, has aligned to the PRA Principles for other commodities for which it publishes benchmarks.

For a further discussion of competitive and other risks inherent in our Commodity Insights business, see Item 1A, Risk Factors, in this Annual Report on Form 10-K.

For a further discussion of the legal and regulatory environment in our Commodity Insights business, see Note 13 - Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.

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.

The following table provides revenue and segment operating profit information for the years ended December 31:

(in millions) Year ended December 31, % Change

2022 2021 2020 ’22 vs ’21 ’21 vs ’20

Revenue $ 1,142 $ — $ — N/M N/M

Subscription revenue $ 888 $ — $ — N/M N/M

Non-subscription revenue

$ 254 $ — $ — N/M N/M

% of total revenue:

Subscription revenue 78 % — % — %

Non-subscription revenue 22 % — % — %

revenue $ 932 $ — $ — N/M N/M

International revenue $ 210 $ — $ — N/M N/M

% of total revenue:

revenue 82 % — % — %

International revenue 18 % — % — %

Operating profit 1

$ 213 $ — $ — N/M N/M

% Operating margin 19 % — % — %

N/M- Represents a change equal to or in excess of 100% or not meaningful

1 2022 includes an acquisition-related benefit of $14 million, employee severance charges of $4 million and IHS Markit merger costs of $3 million.

2022 also includes amortization of intangibles from acquisitions of $241 million.

Industry Highlights and Outlook

In 2022, Mobility’s revenue was underpinned by strong and broad-based performance across its businesses.

Specifically, we saw strong new business growth and high retention rates.

Mobility continued to focus on multiple growth opportunities including:

evolving our forecasting business to encompass new technologies and new forms of mobility;

supporting the industry in its transformation to hybrid and digital retail;

enabling consumers to shop, buy, service and sell used cars;

and, leveraging the power of S&P Global to develop products for financial markets and to facilitate the industry’s transition towards sustainable mobility.

Legal and Regulatory Environment

Certain types of information that our Mobility business collects, compiles, stores, uses, transfers, publishes and/or sells is subject to laws and regulations in various jurisdictions in which it operates.

There is an increasing public concern regarding, and resulting regulations of, privacy, data, and consumer protection issues.

Laws and regulations to which our Mobility business is subject pertain primarily to personally identifiable information relating to individuals.

Such laws and regulations constrain the collection, use, storage, and transfer of personally identifiable information, and impose other obligations with which we must comply.

If our Mobility business fails to comply with these laws or regulations, we could be subject to significant litigation and civil or criminal penalties (including monetary damages, regulatory enforcement actions or fines) in one or more jurisdictions and reputational damage resulting in the loss of data, brand equity and business.

To conduct our operations, our Mobility business also moves data across national borders and consequently can be subject to a variety of evolving and developing laws and regulations regarding privacy, data protection, and data security in an increasing number of jurisdictions.

Many jurisdictions have passed laws in this area, such as the European Union General Data Protection Regulation (the “GDPR”), the cyber-security law adopted by China in 2017, and the 2020 California Privacy Act, and other jurisdictions are considering imposing additional restrictions.

These laws and regulations are increasing in complexity and number, change frequently, and increasingly conflict among the various countries in which our Mobility business operates, which has resulted in greater compliance risk and cost for us.

It is possible that our Mobility business could be prohibited or constrained from collecting or disseminating certain types of data or from providing certain products or services.

If our Mobility business fails to comply with these laws or regulations, we could be subject to significant litigation, civil or criminal penalties, monetary damages, regulatory enforcement actions or fines in one or more jurisdictions.

For example, a failure to comply with the GDPR could result in fines up to the greater of €20 million or 4% of annual global revenues.

Additional risks are presented by the evolving landscape related to sanctions and export control laws.

The landscape related to these laws is evolving rapidly and presents compliance challenges to all businesses covered by these laws.

For a further discussion of competitive and other risks inherent in our Mobility business, see Item 1A, Risk Factors, in this Annual Report on Form 10-K.

For a further discussion of the legal and regulatory environment in our Mobility business, see Note 13 - Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.

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-based 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:

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% Net operating margin 51 % 51 % 49 %

1 2021 includes recovery of lease-related costs of $1 million.

1 2022 includes a gain on disposition of $52 million, employee severance charges of $14 million and IHS Markit merger costs of $2 million.

2021 i ncludes recovery of lease-related costs of $1 million.

2020 includes employee severance charges of $5 million, a lease impairment charge of $4 million, a technology-related impairment charge of $2 million and lease-related costs of $1 million.

2021, 2020 and 2019 includes amortization of intangibles from acquisitions of $6 million.

Revenue at Indices increased 16% primarily due to higher average levels of assets under management ("AUM") for ETFs and mutual funds and higher data subscription revenue, partially offset by lower exchange-traded derivative revenue.

2022 includes amortization of intangibles from acquisitions of $31 million and 2021 and 2020 includes amortization of intangibles from acquisitions of $6 million.

Revenue at Indices increased 17% primarily due to higher exchange-traded derivative revenue driven by higher average trading volume from increased volatility, higher average levels of assets under management (“AUM”) for mutual funds, higher data subscription revenue and the impact of the merger with IHS Markit.

Ending AUM for ETFs in 2022 was $2.601 trillion.

Excluding AUM related to the merger with IHS Markit, ending AUM for ETFs decreased 12% to $2.466 trillion and average levels of AUM for ETFs increased 5% to $2.526 trillion compared to 2021.

Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

Operating profit increased 16%.

Excluding the impact of a gain on disposition of 7 percentage points, partially offset by higher amortization of intangibles from acquisitions of 4 percentage points and employee severance charges in 2022 of 2 percentage points, operating profit increased 15%.

The impact of revenue growth and lower incentive costs were partially offset by an increase in outside services expenses, strategic investments, higher compensation costs driven by annual merit increases, higher data costs, the resumption of business travel from the lifting of COVID restrictions and the impact of the merger with IHS Markit.

Foreign exchange rates had an unfavorable impact of 1 percentage point.

Revenue at Indices increased 16% primarily due to higher average levels of AUM for ETFs and mutual funds and higher data subscription revenue, partially offset by lower exchange-traded derivative revenue.

Average levels of AUM for ETFs increased 44% to $2.419 trillion and ending AUM for ETFs increased 40% to $2.796 trillion compared to 2020 while exchange-traded derivative activity was impacted by both lower average daily trading volume from reduced volatility and lower rates per trade from a shift in product mix in the first half of 2021.

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Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

Revenue increased 8% primarily due to higher average levels of AUM for ETFs and mutual funds, an increase in exchange-traded derivatives revenue and higher data subscription revenue, partially offset by lower over-the-counter derivative revenue.

Average levels of AUM for ETFs increased 12% to $1.681 trillion and ending AUM for ETFs increased 18% to $1.998 trillion compared to 2019.

Operating profit grew 5%.

Excluding the impact of employee severance charges in 2020 of 1 percentage point and a lease impairment charge in 2020 of 1 percentage point, operating profit increased 7%.

The impact of revenue growth was partially offset by an increase in compensation costs due to annual merit increases and additional headcount as well as professional costs, higher incentive costs and an increase in legal related costs, partially offset by a decrease in travel and entertainment expenses from non-essential travel restrictions in response to COVID-19 and lower cost of sales.

Foreign exchange rates had a favorable impact of less than 1 percentage point.

Industry Highlights and Outlook

Indices continues to be the leading index provider for the ETF market space.

In 2021, higher average levels of AUM for ETFs contributed to revenue growth.

In 2021, Indices continued to launch new ESG ETFs and expand innovative index offerings with key index product launches.

Indices continues to focus on developing key product offerings in ESG, multi-asset-class and factor indices and developing new product and product features leveraging technology investments.

Revenue increased in 2022 primarily due to higher exchange-traded derivative revenue driven by higher average trading volume from increased volatility, higher average levels of AUM for mutual funds, higher data subscription revenue and the impact of the merger with IHS Markit.

Indices continues to be a leading index provider for the ETF market space.

In 2022, Indices continued to launch new Sustainability ETFs and expand innovative index offerings with index product launches in high growth areas such as factor and thematic indices and multi-asset-class indices.

Indices continues to focus on developing new indices and product features leveraging investments in technology and research and development, as well as close collaboration with its customers.

Legal and Regulatory Environment

Over the past four years the financial benchmarks industry has been subject to specific benchmark regulation in the European Union (the "EU Benchmark Regulation") and Australia (the "Australia Benchmark Regulation").

Other jurisdictions are also considering new regulation for financial benchmarks.

The EU Benchmark Regulation was published June 30, 2016 and included provisions applicable to Indices and Platts.

Both Indices and Platts have established separate benchmark administrators in connection with their benchmark activities in Europe.

The Indices and Platts entities are both based in Amsterdam and are authorized by the Dutch Authority for Financial Markets (AFM).

This legislation will likely cause additional operating obligations but they are not expected to be material at this time, although the exact impact remains unclear.

The Australian Benchmark Regulation was enacted in June of 2018 and included provisions applicable to Indices, designating the S&P ASX 200 a significant financial benchmark and therefore requiring Indices, as the administrator of the S&P ASX 200, to obtain a license from the Australian Securities and Investment Commission (“ASIC”).

Indices has obtained the relevant license.

Although narrower in scope, the requirements of the Australian Benchmark Regulation are similar to those of the EU Benchmark Regulation.

This legislation will likely cause additional operating obligations but they are not expected to be material at this time, although the exact impact remains unclear.

In July of 2013, the IOSCO issued Financial Benchmark Principles (IOSCO Principles), intended to promote the reliability of financial benchmark determinations.

The IOSCO Principles address governance, benchmark quality and accountability mechanisms, including with regard to the indices published by Indices.

Even though the IOSCO Principles are not binding law,

Indices has taken steps to align its governance regime and operations with the IOSCO Principles and engaged an independent auditor to perform an annual reasonable assurance review of such alignment.

The financial benchmarks industry is subject to specific benchmark regulation in the European Union (the "EU Benchmark Regulation"), the United Kingdom (the "UK Benchmark Regulation"), and Australia (the "Australia Benchmark Regulation").

Various other jurisdictions, including the United States, are also considering the regulation of financial benchmarks through new or existing regimes.

Although they vary in scope, the requirements of the EU Benchmark Regulation, the UK Benchmark Regulation and the Australian Benchmark Regulation are similar.

Indices currently maintains a benchmark administrator in both the Netherlands (authorized by the Dutch Authority for Financial Markets (AFM)) for its benchmark activities in the European Union and in the United Kingdom (authorized by the Financial Conduct Authority) for its benchmark activities in the United Kingdom.

The EU Benchmark Regulation and the UK Benchmark Regulation have and may continue to cause operating obligations, increased compliance risk and additional costs for Indices.

The Australian Benchmark Regulation requires a license from the Australian Securities and Investment Commission (“ASIC”), which Indices has obtained.

The Australian Benchmark Regulation has and may continue to cause increased compliance risk and additional costs for Indices.

In July of 2013, the IOSCO issued its Principles for Financial Benchmarks (the “Financial Benchmark Principles”), intended to promote the reliability of financial benchmarks.

The Financial Benchmark Principles address governance, benchmark quality and accountability mechanisms, including with regard to the indices published by Indices.

Indices has taken steps to align its governance regime, control framework and operations with the Financial Benchmark Principles and engages an independent auditor to perform an annual reasonable assurance review of its adherence to the Financial Benchmark Principles.

The markets for index providers are very competitive.

Indices competes domestically and internationally on the basis of a number of factors, including the quality of its benchmark indices, client service, reputation, price, range of products and services (including geographic coverage) and technological innovation.

Our Indices business is impacted by market volatility, asset levels of investment products tracking indices, and trading volumes of certain exchange traded derivatives.

Indices competes domestically and internationally on the basis of a number of factors, including the quality of its indices, client service, reputation, price, range of products and services (including geographic coverage) and technological innovation.

Indices also faces challenges from various disrupters and attempts to circumvent its licensing regime.

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

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

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For a further discussion of the legal and regulatory environment in our Indices business, see Note 13 - Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.

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.

The following table provides revenue and segment operating profit information for the years ended December 31:

(in millions) Year ended December 31, % Change

2022 2021 2020 ’22 vs ’21 ’21 vs ’20

Revenue $ 323 $ — $ — N/M N/M

Subscription revenue $ 300 $ — $ — N/M N/M

Non-subscription revenue

$ 23 $ — $ — N/M N/M

% of total revenue:

Subscription revenue 93 % — % — %

Non-subscription revenue 7 % — % — %

revenue $ 179 $ — $ — N/M N/M

International revenue $ 144 $ — $ — N/M N/M

% of total revenue:

revenue 55 % — % — %

International revenue 45 % — % — %

Operating profit 1

$ 15 $ — $ — N/M N/M

% Operating margin 5 % — % — %

N/M- Represents a change equal to or in excess of 100% or not meaningful

1 2022 includes employee severance charges of $4 million and amortization of intangibles from acquisitions of $35 million.

Industry Highlights and Outlook

(“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.

Legal and Regulatory Environment

The legal and regulatory environment for our Engineering Solutions business is similar to our Mobility Business.

See “Mobility-Legal and Regulatory Environment” above for additional details about the legal and regulatory environment for our Engineering Solutions business.

For a further discussion of competitive and other risks inherent in our Engineering Solutions business, see Item 1A, Risk Factors, in this Annual Report on Form 10-K.

For a further discussion of the legal and regulatory environment in our Engineering Solutions business, see Note 13 - Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.

LIQUIDITY AND CAPITAL RESOURCES

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Our primary source of funds for operations is cash from our businesses and our core businesses have been strong cash generators.

In 2022, cash on hand, cash flows from operations and availability under our existing credit facility are expected to be sufficient to meet any additional operating and recurring cash needs into the foreseeable future.

In 2023, cash on hand, cash flows from operations and availability under our existing credit facility are expected to be sufficient to meet any additional operating and recurring cash needs in the short term and into the foreseeable future.

We use our cash for a variety of needs, including but not limited to:

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Cash Flow Overview

Cash, cash equivalents, and restricted cash were $6.5 billion as of December 31, 2021, an increase of $2.4 billion as compared to December 31, 2020.

Cash, cash equivalents, and restricted cash were $1.3 billion as of December 31, 2022, a decrease of $5.2 billion as compared to December 31, 2021.

(in millions) Year ended December 31,

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Financing activities (11,326) (1,013) (2,166)

In 2021 and 2020, free cash flow remained unchanged at $3.3 billion.

In 2022 free cash flow decreased to $2.2 billion compared to 2021 primarily due to a decrease in cash provided by operating activities as discussed below.

Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders.

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Operating activities

Cash provided by operating activities remained unchanged at $3.6 billion compared to 2020 as higher operating results in 2021 were offset by the acceleration of payments to vendors, higher incentive compensation payments and higher income tax payments.

Cash provided by operating activities increased to $3.6 billion in 2020 as compared to $2.8 billion in 2019.

The increase is mainly due to higher results from operations in 2020 and improved cash collections on accounts receivable in 2020.

Cash provided by operating activities decreased to $2.6 billion compared to 2021.

The decrease is mainly due to a decrease in operating results, an increase in IHS Markit merger costs, higher taxes paid on divestitures and a grant payment to the S&P Global Foundation in 2022.

Cash provided by operating activities remained unchanged at $3.6 billion as compared to 2020 as higher operating results in 2021 were offset by the acceleration of payments to vendors, higher incentive compensation payments and higher income tax payments.

Investing activities

Our cash outflows from investing activities are primarily for acquisitions and capital expenditures, while cash inflows are primarily proceeds from dispositions.

Cash provided for investing activities was $3.6 billion for 2022 as compared to cash used for investing activities of $0.1 billion in 2021, primarily due to cash received from the dispositions of CUSIP Global Services, Oil Price Information Services, the Leveraged Commentary and Data business and a related family of leveraged loan indices, and the Base Chemicals business in 2022.

Cash used for investing activities decreased to $0.1 billion for 2021 as compared to $0.2 billion in 2020, primarily due to higher cash paid for acquisitions in 2020 for the ESG Ratings Business from RobecoSAM and Greenwich Associates LLC.

Cash used for investing activities increased to $0.2 billion for 2020 as compared to $0.1 billion in 2019, primarily due to cash used for the acquisitions of the ESG Ratings Business from RobecoSAM and Greenwich Associates LLC in 2020.

Refer to Note 2 – Acquisitions and Divestitures to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further information.

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Our cash outflows from financing activities consist primarily of share repurchases, dividends and repayment of short-term and long-term debt, while cash inflows are primarily inflows from long-term and short-term debt borrowings and proceeds from the exercise of stock options.

Cash used for financing activities increased to $11.3 billion in 2022 from $1.0 billion in 2021.

The increase is primarily attributable to an increase in cash used for share repurchases in 2022.

Cash used for financing activities decreased to $1.0 billion in 2021 from $2.2 billion in 2020.

The decrease is primarily attributable to a decrease in cash used for share repurchases in 2021.

Cash used for financing activities increased to $2.2 billion in 2020 from $1.8 billion in 2019.

The increase is primarily attributable to cash used for the redemption and extinguishment of the $900 million outstanding principal amount of our 4.4% senior notes due in 2026 and a portion of the outstanding principal amounts of our 6.55% senior notes due in 2037 and our 4.5% senior notes due in 2048 in 2020, partially offset by proceeds from the issuance of senior notes in 2020.

See Note 5 — Debt to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further discussion.

During 2021, we did not use cash to purchase any shares.

We expect to resume share repurchases following the expected closing of the merger with IHS Markit.

During 2020, we used cash to repurchase 4.0 million shares for $1,164 million.

We entered into two accelerated share repurchase ("ASR") agreements with a financial institution on February 11, 2020 to initiate share repurchases aggregating $500 million each.

We repurchased a total of 1.7 million shares under each ASR agreement for an average purchase price of $292.13 per share.

During 2019, we received 5.9 million shares, including 0.4 million shares received in January of 2019 related to our October 29, 2018 ASR agreement, resulting in $1,240 million of cash used to repurchase shares.

We entered into an ASR agreement with a financial institution on August 5, 2019 to initiate share repurchases aggregating $500 million.

We repurchased a total of 2.0 million shares under the ASR agreement for an average purchase price of $253.36 per share.

We entered into an ASR agreement with a financial institution on February 11, 2019 to initiate share repurchases aggregating $500 million.

We repurchased a total of 2.3 million shares under the ASR agreement for an average purchase price of $214.65 per share.

During the year ended December 31, 2022, we purchased a total of 33.5 million shares for $12.0 billion of cash.

During the year ended December 31, 2021, we did not use cash to purchase any shares.

During the year ended December 31, 2020, we purchased a total of 4.0 million shares for $1,161 million of cash.

During the fourth quarter of 2019, we repurchased shares for $3 million, which settled in the first quarter of 2020, resulting in $1,164 million of cash used to repurchase shares.

See Note 9 — Equity to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for information related to our accelerated share repurchase (“ASR”) agreements.

On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9% of the total shares of our outstanding common stock at that time.

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.

On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of 50 million shares (the “2013 Repurchase Program”), which was approximately 18% of the total shares of our outstanding common stock at that time.

Our purchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options.

As of December 31, 2021, 30 million shares remained available under the 2020 Repurchase Program and 0.8 million shares remained available under the 2013 repurchase program.

See Note 9 — Equity to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further discussion related to our ASR agreements.

As of December 31, 2022, 27.2 million shares remained available under the 2022 Repurchase Program and the 2020 and 2013 repurchase programs were completed.

Additional Financing

On April 26, 2021, we entered into a revolving $1.5 billion five-year credit agreement (our "credit facility") that will terminate on April 26, 2026.

This credit facility replaced our revolving $1.2 billion five-year credit facility (our "previous credit facility") that was scheduled to terminate on June 30, 2022.

The previous credit facility was canceled immediately after the new credit facility became effective.

There were no outstanding borrowings under the previous credit facility when it was replaced.

We have the ability to borrow a total of $1.5 billion through our commercial paper program, which is supported by our credit facility.

As of December 31, 2021 and 2020, there was no commercial paper issued or outstanding, and we similarly did not draw or have any borrowings outstanding from the credit facility or the previous credit facility during the years ended December 31, 2021 and 2020.

We have the ability to borrow a total of $2.0 billion through our commercial paper program, which is supported by our $2.0 billion five-year credit agreement (our “credit facility”) that will terminate on April 26, 2026.

On April 26, 2021, we entered into a revolving $1.5 billion five-year credit agreement that included an accordion feature which allowed the Company to increase the total commitments thereunder by up to an additional $500 million, subject to certain customary terms and conditions.

On February 25, 2022, we exercised the accordion feature which increased the total commitments available under our credit facility from $1.5 billion to $2.0 billion.

As of December 31, 2022 there was $188 million of commercial paper outstanding.

Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving three environmental sustainability performance indicators related to emissions, tested annually.

We currently pay a commitment fee of 8 basis points.

The credit facility also includes an accordion feature which allows the Company to increase the total commitments thereunder by up to an additional $500 million, subject to certain customary terms and conditions.

The credit facility contains customary affirmative and negative covenants and customary events of default.

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The only financial covenant required under our credit facility is that our indebtedness to cash flow ratio, as defined in our credit facility, was not greater than 4 to 1, and this covenant level has never been exceeded.

Merger-Related Financing

On November 16, 2021, we launched an offer (the “Exchange Offer”) to exchange outstanding notes issued by IHS Markit for new notes issued by us and fully and unconditionally guaranteed by Standard & Poor’s Financial Services LLC with the same interest rate, interest payment dates, maturity date and redemption terms as each corresponding series of exchanged IHS Markit notes and cash.

The approximately $4.6 billion in aggregate principal amount of IHS Markit’s notes subject to the Exchange Offer range in maturities from 2022 to 2029.

The Exchange Offer is conditioned upon closing of the Merger and we expect to extend the Exchange Offer until closing of the Merger.

As of January 26, 2022, 95.83% of the IHS Markit notes had been tendered.

In conjunction with the Exchange Offer, we successfully solicited consents to amend each of the indentures governing the IHS Markit notes to, among other things, eliminate certain covenants, restrictive provisions, events of default and the obligation to offer to repurchase the IHS Markit notes upon certain change of control transactions.

These amendments become operative upon the settlement of the Exchange Offer.

Following the Merger, we expect to raise additional capital, including by issuing new senior notes of various maturities, potentially ranging from 5 years to 40 years, in an aggregate principal amount up to $6 billion, portions of which we expect to use to refinance existing indebtedness.

We also expect to exercise the accordion feature under our existing credit facility to increase the total commitments thereunder by an additional $500 million.

Merger-Related Costs

In 2022, we will continue to incur costs associated with the anticipated merger with IHS Markit including certain transaction costs upon completion of the merger that is expected to close in the first quarter of 2022.

On January 25, 2023, the Board of Directors approved a quarterly common stock dividend of $0.90 per share.

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

Supplemental Guarantor Financial Information

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and are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company.

All senior notes have been registered with the SEC.

Issuances of all senior notes described below have been registered with the SEC.

• On August 13, 2020, we issued $600 million of 1.25% senior notes due in 2030 and $700 million of 2.3% senior notes due in 2060.

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• On November 2, 2007 we issued $400 million of 6.55% Senior Notes due 2037.

• On January 31, 2023, S&P Global Inc.

launched an offer to exchange the following series of unregistered new senior notes for senior notes of like principal amount and terms that have been registered with the SEC and will be issued by S&P Global Inc.

and guaranteed by Standard & Poor's Financial Services LLC:

• Up to $701 million of 4.75% Senior Notes due 2028 that were issued on March 2, 2022;

• Up to $930 million of 4.25% Senior Notes due 2029 that were issued on March 2, 2022;

• Up to $1,250 million of 2.45% Senior Notes due 2027 that were issued on March 18, 2022;

• Up to $1,250 million of 2.70% Sustainability-Linked Senior Notes due 2029 that were issued on March 18, 2022;

• Up to $1,500 million of 2.90% Senior Notes due 2032 that were issued on March 18, 2022;

• Up to $1,000 million of 3.7% Senior Notes due 2052 that were issued on March 18, 2022;

• Up to $500 million of 3.9% Senior Notes due 2062 that were issued on March 18, 2022.

The notes above are unsecured and unsubordinated and rank equally and ratably with all of our existing and future unsecured and unsubordinated debt.

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Capital expenditures (89) (35) (76)

Distributions to noncontrolling interest holders, net (227) (194) (143)

Distributions to noncontrolling interest holders (270) (227) (194)

Free cash flow $ 2,244 $ 3,336 $ 3,297 (33)% 1%

(in millions) 2022 2021 2020 ’22 vs ’21 ’21 vs ’20

Cash used for investing activities (120) (240) (131) (50)% (75)%

Cash used for financing activities (1,013) (2,166) (1,751) (53)% (23)%

Cash provided by (used for) investing activities 3,628 (120) (240) N/M (50)%

Cash used for financing activities (11,326) (1,013) (2,166) N/M (53)%

N/M – Represents a change equal to or in excess of 100% or not meaningful

CRITICAL ACCOUNTING ESTIMATES

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The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable noncontrolling interests.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, business combinations, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable noncontrolling interests.

We base our estimates on historical experience, current developments and on various other assumptions that we believe to be reasonable under these circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that cannot readily be determined from other sources.

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See Note 1 - Accounting Policies to our consolidated financial statements for further information.

Business combinations

We apply the purchase method of accounting to our business combinations.

All of the assets acquired, liabilities assumed, and contingent consideration are allocated based on their estimated fair values.

Fair value determinations involve significant estimates and assumptions about several highly subjective variables, including future cash flows, discount rates, and expected business performance.

There are also different valuation models and inputs for each component, the selection of which requires considerable judgment.

Our estimates and assumptions may be based, in part, on the availability of listed market prices or other transparent market data.

These determinations will affect the amount of amortization expense recognized in future periods.

We base our fair value estimates on assumptions we believe are reasonable, but recognize that the assumptions are inherently uncertain.

Depending on the size of the purchase price of a particular acquisition, the mix of intangible assets acquired, and expected business performance, the purchase price allocation could be materially impacted by applying a different set of assumptions and estimates.

Allowance for doubtful accounts

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The impact on operating profit for a one percentage point change in the allowance for doubtful accounts is approximately $25 million.

During the year ended December 31, 2021, we incorporated the forecasted impact of future economic conditions into our allowance for doubtful accounts measurement process including the expected adverse impact of COVID-19 on the global economy.

We incorporate the forecasted impact of future economic conditions into our allowance for doubtful accounts measurement process.

In times of economic turmoil, including COVID-19, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods.

Based on our current outlook these assumptions are not expected to significantly change in 2023.

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Goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually during the fourth quarter each year or more frequently if events or changes in circumstances indicate that the asset might be impaired.

As part of our annual impairment test of our four reporting units, we initially perform a qualitative analysis evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount.

As part of our annual impairment test of our six reporting units, we initially perform a qualitative analysis evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount.

Reporting units are generally an operating segment or one level below an operating segment.

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Significant judgments inherent in these analyses include estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions.

Changes in these estimates and assumptions could materially affect the determination of fair value for this indefinite-lived intangible asset and could result in an impairment charge, which could be material to our financial

position and results of operations.

We performed our impairment assessment of goodwill and indefinite-lived intangible assets and concluded that no impairment existed for the years ended December 31, 2022, 2021, and 2020.

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Return on assets 6.00 % 4.00 % 5.00 %

As of December 31, 2021, the Company had $1.5 billion in pension benefit obligation.

As of December 31, 2022, the Company had $1.1 billion in pension benefit obligation for our U.S.

retirement plans.

A 0.25 percentage point increase or decrease in the discount rate would result in an estimated decrease or increase to the accumulated benefit obligation of approximately $30 million and an increase or decrease in 2023 pension expense of approximately $1 million.

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Stock-based compensation is classified as both operating-related expense and selling and general expense in our consolidated statements of income.

There were no stock options granted in 2021, 2020 and 2019.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

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If any of these tax audit settlements do occur within that period, we would make any necessary adjustments to the accrual for unrecognized tax benefits.

As of December 31, 2021, we have approximately $2.9 billion of undistributed earnings of our foreign subsidiaries, of which $0.8 billion is reinvested indefinitely in our foreign operations.

As of December 31, 2022, we have approximately $10.1 billion of undistributed earnings of our foreign subsidiaries, of which $4.1 billion is reinvested indefinitely in our f oreign operations.

Contingencies

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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 7. Management’s Discussion and Analysis