What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2023-02-10 compared with 2022-02-08 · 477 added, 296 removed, 1231 unchanged (39% of the section changed)

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

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

As of December 31, 2022 and December 31, 2021, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing.

These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets;

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

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

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

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

Valuation of redeemable noncontrolling interest in S&P Dow Jones Indices LLC

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We also tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

IHS Markit Business Combination

Description of the Matter As discussed in Note 2 to the consolidated financial statements, on February 28, 2022, the Company completed its acquisition of IHS Markit Ltd., for aggregate consideration of $43.5 billion.

This transaction was accounted for as a business combination.

Auditing the Company's accounting for its acquisition of IHS Markit Ltd.

was complex due to the significant estimation in the Company's determination of fair value of identified intangible assets of $18.6 billion, which principally consisted of customer relationships, trademark/tradenames, developed technology, and databases (collectively referred to as the identified intangibles).

The significant estimation was primarily due to the sensitivity of the fair value of underlying assumptions about future performance of the acquired business in the Company's discounted cash flow models used to measure the identified intangibles.

These significant assumptions included the revenue and expense growth rates that form the basis of the forecasted results and the discount rate.

How We Addressed the Matter in Our Audit We tested the Company's controls that address the risk of material misstatement relating to the Company's accounting for the acquisition.

For example, we tested controls over the estimation process supporting the recognition and measurement of the identified intangibles, which included testing controls over management's review of assumptions used in its respective valuation models to test the estimated fair value of the identified intangibles.

We performed audit procedures that included, among others, evaluating the valuation methodologies and significant assumptions used by the Company's valuation specialist, and evaluating the completeness and accuracy of the underlying data supporting the estimated fair value.

We involved our valuation specialists to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates, including testing the revenue and expense growth rates that form the basis of the forecasted results and the discount rate.

For example, we compared these significant assumptions to current industry, market and economic trends, to assumptions used to value similar assets in other acquisitions, to the historical results of the acquired business, and to the Company's budgets and forecasts, in addition to performing sensitivity analyses over these assumptions.

We also evaluated the adequacy of the Company's disclosures included in Note 2 in relation to these acquisition matters.

/s/ ERNST & YOUNG LLP

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

Equity in income on unconsolidated subsidiaries ( 27 ) — —

Operating profit 4,944 4,221 3,617

Other (income) expense, net ( 62 ) ( 31 ) 98

Other income, net ( 70 ) ( 62 ) ( 31 )

Interest expense, net 304 119 141

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( 44 ) 23 ( 23 )

Unrealized (loss) gain on cash flow hedges ( 282 ) 17 ( 2 )

Unrealized gain (loss) on cash flow hedges 325 ( 282 ) 17

Income tax effect ( 80 ) 68 ( 5 )

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Prepaid and other current assets 574 323

Assets held for sale 321 —

Assets of businesses held for sale 1,298 321

Total current assets 5,667 8,810

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Other intangible assets, net 18,306 1,285

Equity investments in unconsolidated subsidiaries 1,752 165

Asset for pension benefits 232 359

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Accrued compensation and contributions to retirement plans 753 607

Short-term debt 226 —

Income taxes currently payable 116 90

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Other current liabilities 1,094 547

Liabilities held for sale 149 —

Liabilities of businesses held for sale 234 149

Total current liabilities 5,999 3,815

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Pension and other postretirement benefits 180 262

Deferred tax liability – non-current 4,065 147

Other non-current liabilities 489 660

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authorized - 600 million shares;

294 million shares in 2021 and 2020

2022 - 415 million shares;

2021 - 294 million shares

Additional paid-in capital 44,422 1,031

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common stock in treasury - at cost:

53 million shares in 2021 and 2020

2022 - 86 million shares;

2021- 53 million shares

( 25,347 ) ( 13,469 )

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

Accrued legal settlements — 9 —

Pension settlement charge, net of taxes — 2 85

Loss on extinguishment of debt — 279 57

Loss on extinguishment of debt, net 8 — 279

Lease impairment charges 132 31 120

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Changes in short-term investments ( 2 ) ( 2 ) 19

Cash used for investing activities ( 120 ) ( 240 ) ( 131 )

Cash provided by (used for) investing activities 3,628 ( 120 ) ( 240 )

Financing Activities:

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

Proceeds from issuance of senior notes, net 5,395 — 1,276

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Dividends paid to shareholders ( 1,024 ) ( 743 ) ( 645 )

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

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

Proceeds from noncontrolling interest holders 410 — —

Repurchase of treasury shares ( 12,004 ) — ( 1,164 )

Exercise of stock options 7 13 16

Employee withholding tax on share-based payments and other ( 56 ) ( 61 ) ( 66 )

Employee withholding tax on share-based payments ( 110 ) ( 56 ) ( 61 )

Cash used for financing activities ( 11,326 ) ( 1,013 ) ( 2,166 )

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43 ( 2 ) 45 45

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

Change in redemption value of redeemable noncontrolling interest

( 532 ) ( 532 ) ( 532 )

Other 2 2 1 3

Balance as of December 31, 2020 $ 294 $ 946 $ 13,367 $ ( 637 ) $ 13,461 $ 509 $ 62 $ 571

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( 743 ) ( 743 ) ( 13 ) ( 756 )

Share repurchases 1,164 ( 1,164 ) ( 1,164 )

Employee stock plans 85 8 77 77

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( 1,024 ) ( 1,024 ) ( 15 ) ( 1,039 )

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

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

Employee stock plans 114 114 114

Change in redemption value of redeemable noncontrolling interest 545 545 545

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

Other ( 2 ) ( 2 ) 4 2

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

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S&P Global Inc.

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

(together with its consolidated subsidiaries, the “Company,” the “Registrant,” “we,” “us” or “our”) is a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity, automotive and engineering markets.

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

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

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.

Our operations consist of six reportable segments:

S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Commodity Insights (“Commodity Insights”), S&P Global Mobility (“Mobility”), S&P Dow Jones Indices (“Indices”) and S&P Global Engineering Solutions (“Engineering Solutions”).

• 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 that maintains a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.

• 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.

Revenue Recognition

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Subscription revenue

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.

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

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

Subscription revenue at Commodity Insights is primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products and software term licenses.

Subscription revenue at Mobility is primarily derived from products that provide data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components;

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

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

Subscription revenue at Mobility also include a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities.

Subscription revenue at Indices is derived from the contracts for underlying data of our indexes to support our customers' management of index funds, portfolio analytics, and research.

Subscription revenue at Engineering Solutions is 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.

For subscription products and services, we generally provide continuous access to dynamic data sets and analytics for a defined period, with revenue recognized ratably as our performance obligation to provide access to our data and analytics is progressively fulfilled over the stated term of the contract.

Non-transaction revenue

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

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

Non-transaction revenue also includes an intersegment revenue elimination of $ 169 million, $ 146 million and $ 137 million for the years ended December 31, 2022, 2021, and 2020 respectively, mainly consisting of the royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

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Transaction revenue is recognized at the point in time when our performance obligation is satisfied by issuing a rating on our customer's instruments and when we have a right to payment and the customer can benefit from the significant risks and rewards of ownership.

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

Non-subscription revenue at Platts is primarily related to conference sponsorship, consulting engagements and events.

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

Non-subscription revenue at Mobility include one-time transactional sales of data that are non-cyclical in nature — and that are usually tied to underlying business metrics such as vehicle manufacturers marketing spend or safety recall activity — as well as consulting and advisory services.

Non-subscription revenue at Commodity Insights is primarily related to conference sponsorship, consulting engagements, events, and perpetual software licenses.

Non-subscription revenue at Engineering Solutions is primarily from retail transaction and consulting services.

Asset-linked fees

Asset-linked fees at Indices and Market Intelligence are primarily related to royalties payments based on the value of assets under management in our customers exchange-traded funds and mutual funds.

Asset-linked fees at Indices are primarily related to royalties payments based on the value of assets under management in our customers exchange-traded funds and mutual funds.

For asset-linked products and services, we provide licenses conveying continuous access to our index and benchmark-related intellectual property during a specified contract term.

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Sales usage-based royalty revenue at our Indices segment is primarily related to trading based fees from exchange-traded derivatives.

Sales and usage-based royalty revenue at our Platts segment is primarily related to licensing of its proprietary market price data and price assessments to commodity exchanges.

Sales and usage-based royalty revenue at our Commodity Insights segment is primarily related to licensing of its proprietary market price data and price assessments to commodity exchanges.

For sales usage-based royalty products and services, we provide licenses conveying the right to continuous access to our intellectual property over the contract term, with revenue recognized when the extent of our license’s utilization can be quantified, or more specifically, when trading volumes are known and publicly available to us or when we are notified by our customers.

Recognition of revenue of fees tied to trading volumes is subject to the recognition constraint for a usage-based royalty promised by our customers in exchange for the license of our intellectual property, with revenue recognized when trading volumes are known.

Recognition of revenue of fees tied to trading volumes is subject to the recognition constraint for a usage-based

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

Recurring variable revenue

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.

Arrangements with Multiple Performance Obligations

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Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed.

As of December 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 2.7

As of December 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.2 billion.

We expect to recognize revenue on approximately half and three-quarters of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.

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Total capitalized costs to obtain a contract were $ 175 million and $ 137 million as of December 31, 2022 and December 31, 2021, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.The capitalized asset will be amortized over a period consistent with the transfer to the customer of the goods or services to which the asset relates, calculated based on the customer term and the average life of the products and services underlying the contracts which has been determined to be approximately 5 years.

The expense is recorded within selling and general expenses.

The expense is recorded within selling and general expenses in the consolidated statements of income.

We expense sales commissions when incurred if the amortization period would have been one year or less.

These costs are recorded within selling and general expenses.

Other (Income) Expense, net

The components of other (income) expense, net for the year ended December 31 are as follows:

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.

Other Income, net

The components of other income, net for the years ended December 31 are as follows:

(in millions) 2022 2021 2020

Other components of net periodic benefit cost $ ( 11 ) $ ( 45 ) $ ( 32 )

$ ( 45 ) $ ( 32 ) $ 79

Net (income) loss from investments ( 17 ) 1 19

Other (income) expense, net $ ( 62 ) $ ( 31 ) $ 98

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

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

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

Net (gain) loss from investments ( 59 ) ( 17 ) 1

Other income, net $ ( 70 ) $ ( 62 ) $ ( 31 )

Assets and Liabilities Held for Sale and Discontinued Operations

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Restricted cash included in our consolidated balance sheets was $ 1 million and $ 8 million as of December 31, 2022 and December 31, 2021, respectively.

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

Short-term investments

Short-term investments are securities with original maturities greater than 90 days that are available for use in our operations in the next twelve months.

The short-term investments, primarily consisting of certificates of deposit and mutual funds, are classified as held-to-maturity and therefore are carried at cost.

The short-term investments, primarily consisting of certificates of deposit and mutual funds, are carried at fair value, which is estimated based on the net asset value of these investments.

Interest and dividends are recorded in income when earned.

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Capitalized software development and website implementation costs are included in other non-current assets and are presented net of accumulated amortization.

Gross capitalized technology costs were $ 216 million and $ 209 million as of December 31,

2021 and 2020, respectively.

Gross capitalized technology costs were $ 259 million and $ 216 million as of December 31, 2022 and 2021, respectively.

Accumulated amortization of capitalized technology costs was $ 190 million and $ 173 million as of December 31, 2022 and 2021, respectively.

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We have operating leases for office space and equipment.

Our leases have remaining lease terms of 1 year to 12 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases within 1 year.

Our leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 14 years, and some of which include options to terminate the

leases within 1 year.

We consider these options in determining the lease term used to establish our right-of use ("ROU") assets and associated lease liabilities.

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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.

We have four reporting units with goodwill that are evaluated for impairment.

We have six reporting units with goodwill that are evaluated for impairment.

We initially perform a qualitative analysis evaluating whether any events and circumstances occurred or exist 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.

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Future cash flows are discounted based on a market comparable weighted average cost of capital rate for each reporting unit, adjusted for market and other risks where appropriate.

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

reporting units and our total market capitalization for reasonableness, taking into account certain factors including control premiums.

In addition, we analyze any difference between the sum of the fair values of the reporting units and our total market capitalization for reasonableness, taking into account certain factors including control premiums.

If the fair value of the reporting unit is less than the carrying value, the difference is recognized as an impairment charge.

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For local currency operations, assets and liabilities are translated into U.S.

dollars using end of period exchange rates, and revenue and expenses are translated into U.S.

dollars using end of period

exchange rates, and revenue and expenses are translated into U.S.

dollars using weighted-average exchange rates.

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Stock-based compensation is classified as both operating-related expense and selling and general expense in the 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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This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events.

It is possible that tax examinations will be

settled prior to December 31, 2022.

It is possible that tax examinations will be settled prior to December 31, 2023.

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 a pproximately $ 10.1 billion of undistributed earnings of our foreign subsidiaries, of which $ 4.1 billion is reinvested indefinitely in our foreign operations.

Redeemable Noncontrolling Interest

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We accrue for loss contingencies when both (a) information available prior to issuance of the consolidated financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated.

We continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on an analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts.

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

as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on an analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts.

Because many of these matters are resolved over long periods of time, our estimate of liabilities may change due to new developments, changes in assumptions or changes in our strategy related to the matter.

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Recent Accounting Standards

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

The guidance is effective for reporting periods beginning after December 15, 2022;

however, early adoption is permitted.

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

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

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

In March of 2020, the FASB issued accounting guidance to provide temporary optional expedients and exceptions to the current contract modifications and hedge accounting guidance in light of the expected market transition from London Interbank Offered Rate ("LIBOR") to alternative rates.

In March of 2020, the Financial Accounting Standards Board (“FASB”) issued accounting guidance to provide temporary optional expedients and exceptions to the current contract modifications and hedge accounting guidance in light of the expected market transition from London Interbank Offered Rate (“LIBOR”) to alternative rates.

The new guidance provides optional expedients and exceptions to transactions affected by reference rate reform if certain criteria are met.

The transactions primarily include (1) contract modifications, (2) hedging relationships, and (3) sale or transfer of debt securities classified as held-to-maturity.

The amendments were effective immediately upon issuance of the update.

In December of 2022, the FASB amended its guidance to defer the sunset date from December 31, 2022 to December 31, 2024.

The Company may elect to adopt the amendments prospectively to transactions existing as of or entered into from the date of adoption through December 31, 2024.

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

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

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

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

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

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

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

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

Reclassification

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Acquisitions and Divestitures

Merger Agreement

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

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

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

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

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

On January 3, 2023, we completed the acquisition of ChartIQ, a premier charting provider for the financial services industry.

ChartIQ is a professional grade charting solution that allows users to visualize data with a fully interactive web-based library that works seamlessly across web, mobile and desktop.

It provides advanced capabilities including trade visualization, options analytics, technical analysis and more.

Additionally, ChartIQ allows clients to visualize vendor-supplied data combined with their own proprietary content, alternative datasets or analytics.

The acquisition will be part of our Market Intelligence segment and further enhance our S&P Capital IQ Pro platform, our digital investment solutions provider Markit Digital and other workflow solutions to provide the industry with leading visualization capabilities.

The acquisition of ChartIQ is not material to our consolidated financial statements.

On January 4, 2023, we completed the acquisition of TruSight Solutions LLC (“TruSight”) a provider of third-party vendor risk assessments.

The acquisition will be integrated into our Market Intelligence segment and further expand the breadth and depth of S&P Global’s third party vendor risk management solutions by offering high-quality validated assessment data to clients designed to reduce further the vendor due diligence burden on service providers to the financial services industry.

The acquisition of TruSight is not material to our consolidated financial statements.

On December 1, 2022, we completed the acquisition of the Shades of Green business from the Center for International Climate Research (“CICERO”), Norway's foremost institute for interdisciplinary climate research.

The acquisition will be integrated into S&P Global Ratings and further expand the breadth and depth of its second party opinions (SPOs) offering.

SPOs are independent assessments of a company's financing or framework's alignment with market standards and typically provided before any borrowing is raised.

The acquisition of the Shades of Green business is not material to our consolidated financial statements.

Merger with IHS Markit

On February 28, 2022, we completed the merger with 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.

Upon completion of the merger with IHS Markit, IHS Markit stockholders received 113.8 million shares of S&P Global’s

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

The Company also issued approximately 0.9 million replacement equity award shares for IHS Markit equity awards that were assumed pursuant to the merger agreement.

The estimated fair value of the consideration transferred for IHS Markit was approximately $ 43.5 billion as of the merger date, which consisted of the following:

(in millions, except for share and per share data) February 28, 2022

Number of shares IHS Markit issued and outstanding* 400,988,207

Exchange ratio 0.2838

Number of S&P Global common stock transferred to IHS Markit stockholders 113,800,453

Closing price per share of S&P Global common stock** $ 380.89

Fair value of S&P Global common stock transferred IHS Markit stockholders $ 43,345

Fair value of S&P Global replacement equity awards attributable to pre-combination service $ 191

Total equity consideration $ 43,536

*Excludes 25,219,470 IHS Markit shares held by the Markit Group Holdings Limited Employee Benefit Trust ( “ EBT ” ).

The shares held by the EBT were converted in the merger into S&P Global shares at the exchange ratio of 0.2838 and will continue to be held by the trustee in the EBT.

**Based on S&P Global's closing stock price on February 25, 2022.

Preliminary Allocation of Purchase Price

The merger with IHS Markit was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”).

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

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, of which $ 699 million is expected to be deductible for tax purposes.

Goodwill is primarily attributed to synergies from future expected economic benefits, including enhanced revenue growth from expanded capabilities and geographic presence as well as substantial cost savings from duplicative overhead, streamlined operations and enhanced operational efficiency.

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

The preliminary allocation of purchase price recorded for IHS Markit is as follows:

(in millions) February 28, 2022

Assets acquired

Cash and cash equivalents $ 310

Accounts receivable, net 968

Prepaid and other current assets 224

Assets of businesses held for sale 1,519

Property and equipment 118

Right of use assets 240

Goodwill 31,451

Other intangible assets 18,620

Equity investments in unconsolidated subsidiaries 1,644

Other non-current assets 54

Total assets acquired $ 55,148

Liabilities assumed

Accounts payable $ 174

Accrued compensation 90

Short-term debt 968

Unearned revenue 1,053

Other current liabilities 579

Liabilities of businesses held for sale 72

Long-term debt 4,191

Lease liabilities - non-current 231

Deferred tax liability - non-current 4,198

Other non-current liabilities 56

Total liabilities assumed $ 11,612

Total consideration transferred $ 43,536

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

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

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

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

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

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

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

Acquired Identifiable Intangible Assets

The following table sets forth preliminary estimated fair values of the components of the identifiable intangible assets acquired and their estimated useful lives:

(in millions) Fair Value Weighted Average Useful Lives

Customer relationships $ 13,596 25 years

Trade names and trademarks 1,469 14 years

Developed technology 1,043 10 years

Databases 2,512 12 years

Total Identified Intangible Assets $ 18,620 21 years

Acquisition-Related Expenses

The Company incurred acquisition-related c osts of $ 619 million related to the IHS Markit merger for the year ended December 31, 2022, and $ 249 million for the year ended December 31, 2021, respectively.

These costs were included in selling and general expe nses within the Company’s consolidated statements of income for the years ended December 31, 2022 , and December 31, 2021 , respectively.

Pro forma information

Since the acquisition date, the results of operations for IHS Markit of $ 3.799 billion of revenue and $ 659 million of operating profit for the year ended December 31, 2022, have been included within the accompanying consolidated statements of income.

The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the years ended December 31, 2022 and December 31, 2021 as if the acquisition of IHS Markit had occurred on January 1, 2021.

The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the acquisition of IHS Markit been completed on January 1, 2021.

The pro forma results do not include anticipated synergies or other expected benefits of the acquisition.

(in millions) 2022 2021

Revenue $ 11,842 $ 12,382

Net income $ 3,533 $ 4,137

The unaudited pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurre d on January 1, 2021 to give effect to certain events the Company believes to be directly attributable to the acquisition.

For the year ended December 31, 2021, we paid cash for acquisitions of $ 210 million, net of cash acquired, funded with cash from operations.

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(“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 environmental, social, and governance ("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.

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 added capabilities to S&P Global's leading portfolio of essential environmental, social, and governance (“ESG ” ) insights and solutions for its customers.

Through this acquisition, S&P Global is 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.

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The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition.

The intangible assets, excluding goodwill and indefinite-lived intangibles, will be amortized over their anticipated useful lives between 3 and 5 years which will be determined when we finalize our purchase price allocations.

The intangible

assets, excluding goodwill and indefinite-lived intangibles, are being amortized over their anticipated use ful lives between 3 and 5 years.

For the year ended December 31, 2020, we paid cash for acquisitions of $ 201 million, net of cash acquired, funded with cash from operations.

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• In February of 2020, CRISIL, included within our Ratings segment, completed the acquisition of Greenwich Associates LLC ( “ Greenwich”), a leading provider of proprietary benchmarking data, analytics and qualitative, actionable insights that helps financial services firms worldwide measure and improve business performance.

The acquisition will complement CRISIL's existing portfolio of products and expand offerings to new segments across financial services including commercial banks and asset and wealth managers.

The acquisition complemented CRISIL's existing portfolio of products and expanded offerings to new segments across financial services including commercial banks and asset and wealth managers.

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

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• In January of 2020, we completed the acquisition of the ESG Ratings Business from RobecoSAM, which includes the widely followed SAM* Corporate Sustainability Assessment, an annual evaluation of companies' sustainability practices.

The acquisition will bolster our position as the premier resource for ESG insights and product solutions for our customers.

Through this acquisition, we will be able to offer our customers even more transparent, robust and comprehensive ESG solutions.

The acquisition bolstered our position as the premier resource for ESG insights and product solutions for our customers.

Through this acquisition, we are able to offer our customers even more transparent, robust and comprehensive ESG solutions.

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

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The goodwill for Greenwich and ESG Ratings Business is deductible for tax purposes.

For the year ended December 31, 2019, we paid cash for acquisitions of $ 91 million, net of cash acquired, funded with cash from operations.

None of our acquisitions were material either individually or in aggregate, including the pro forma impact on earnings.

Acquisitions completed during the year ended December 31, 2019 included:

• In December of 2019, Market Intelligence acquired 451 Research, LLC ("451 Research"), a privately-held research and advisory firm that provides intelligence, expertise and data covering high-growth emerging technology segments.

This acquisition will expand and strengthen Market Intelligence's research coverage, adding differentiated expertise and intelligence with comprehensive offerings in technologies.

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

The acquisition of 451 Research is not material to our consolidated financial statements.

• In September of 2019, Platts acquired Canadian Enerdata Ltd.

("Enerdata"), an independent provider of energy data and information in Canada, to further enhance Platts' North American natural gas offering.

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

The acquisition of Enerdata is not material to our consolidated financial statements.

• In August of 2019, Platts acquired Live Rice Index ("LRI"), a global provider of information and benchmark price assessments for the rice industry.

The purchase expands Platts portfolio of agricultural price assessments while extending its data and news coverage in key export regions for international grains.

We accounted for the acquisition

using the purchase method of accounting.

The acquisition of LRI is not material to our consolidated financial statements.

• In July of 2019, we completed the acquisition of the Orion technology center from Ness Technologies.

Orion was developed to become our center of excellence for technology talent to focus on innovation by providing employees with access to the latest technologies and global communications infrastructure, as well as physical spaces that enable highly-collaborative teams.

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

The acquisition of Orion is not material to our consolidated financial statements.

For acquisitions during 2019 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles.

The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition.

The intangible assets, excluding goodwill and indefinite-lived intangibles, are being amortized over their anticipated useful lives between 3 and 10 years.

The goodwill for 451 Research and Orion is deductible for tax purposes.

Non-cash investing activities

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Fair value of assets acquired $ 54,944 $ 110 $ 219

Cash paid (net of cash acquired) 99 201 91

Equity transferred ( 43,536 ) — —

Cash acquired (paid), net 210 ( 99 ) ( 201 )

Liabilities assumed $ 11,618 $ 11 $ 18

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.

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.

As a condition of securing regulatory approval for the merger, S&P Global and IHS Markit agreed to divest of certain of their businesses.

S&P Global’s divestitures include CUSIP Global Services, its Leveraged Commentary and Data (“LCD”) business and a related family of leveraged loan indices while IHS Markit’s divestitures include Oil Price Information Services (“OPIS”);

Coal, Metals and Mining;

and PetroChem Wire businesses and its Base Chemicals business.

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 adjustments, 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 to 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 d id 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 statement 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 Standard & Poor's Investment Advisory Services LLC ( “ 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:

• 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.

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.

The components of assets and liabilities held for sale in the consolidated balance sheet consist of the following:

(in millions) December 31,

(in millions) Year ended December 31,

Accounts Receivable, net $ 88 $ 59

Goodwill 437 255

Other intangible assets, net 697 —

Other assets 76 7

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Accounts payable and accrued expenses $ 59 $ 11

Deferred tax liability 27 —

Unearned revenue 148 138

Liabilities of businesses held for sale $ 234 $ 149

1 Assets and liabilities held for sale as of December 31, 2022 relate to Engineering Solutions.

2 Assets and liabilities held for sale as of December 31, 2021 relate to CGS and LCD.

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1 The operating profit presented includes the revenue and recurring direct expenses associated with businesses held for sale.

The year ended December 31, 2022 excludes pre-tax gains related to the sale LCD and a related family of leveraged loan indices of $ 505 million and $ 52 million , respectively.

The year ended December 31, 2022 also excludes a a pre-tax gain of $ 1.3 billion related to the sale of CGS.

The year ended December 31, 2021 excludes a pre-tax gain on the sale of SPIAS of $ 3 million.

T he year ended December 31, 2020 excludes a pre-tax gain on the sale of the IR webhosting business of $ 11 million.

The year ended December 31, 2019 excludes a pre-tax gain on the sale of RigData and SPIAS of $ 27 million and $ 22 million, respectively.

The year ended December 31, 2020 excludes a pre-tax gain on the sale of the IR webhosting business of $ 11 million.

Goodwill and Other Intangible Assets

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The change in the carrying amount of goodwill by segment is shown below:

(in millions) Ratings Market Intelligence Platts Indices Corporate Total

(in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Engineering Solutions Corporate Total

Balance as of December 31, 2020 $ 2,071 $ 263 $ 527 $ — $ 376 $ — $ 498 $ 3,735

Acquisitions — — — — — — 54 54

Dispositions — ( 2 ) — — — ( 2 )

Reclassifications 1

( 255 ) — — — — — — ( 255 )

( 8 ) ( 18 ) ( 2 ) — — — — ( 28 )

Balance as of December 31, 2021 1,808 245 525 — 376 — 552 3,506

Acquisitions 16,556 22 5,009 8,695 1,023 437 — 31,742

Dispositions ( 246 ) — — — — — — ( 246 )

Reclassifications 3

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Balance as of December 31, 2022 $ 18,110 $ 257 $ 5,522 $ 8,695 $ 1,399 $ — $ 562 $ 34,545

1 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions.

2021 includes adjustments related to RobecoSAM and 2020 includes adjustments related to Investor Relations.

1 Relates to CGS and LCD, which are classified as assets held for sale in our consolidated balance sheet as of December 31, 2021.

2 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions.

2021 includes adjustments related to RobecoSAM.

3 Relates to Engineering Solutions, which is classified as assets held for sale in our consolidated balance sheet as of December 31, 2022.

Goodwill additions and dispositions in the table above relate to transactions discussed in Note 2 – Acquisitions and Divestitures .

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Acquisitions — — — — 18 18

Other (primarily Fx) 1

— — ( 1 ) — 11 10

Balance as of December 31, 2021 645 139 355 55 206 1,400

Acquisitions 3,774 — 13,377 1,469 17 18,637

Dispositions — — — — ( 5 ) ( 5 )

Reclassifications 2

( 476 ) — ( 257 ) — — ( 733 )

( 2 ) — ( 8 ) — ( 4 ) ( 14 )

Balance as of December 31, 2022 $ 3,941 $ 139 $ 13,467 $ 1,524 $ 214 $ 19,285

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Current year amortization 52 — 21 2 21 96

Acquisitions — — — — 10 10

Other (primarily Fx) 1

Reclassifications 3

8 — — — ( 8 ) —

1 — — — ( 2 ) ( 1 )

Balance as of December 31, 2021 467 139 196 52 107 961

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1 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions.

2021 includes adjustments related to RobecoSAM and 2020 includes adjustments related to 451 Research.

2021 includes adjustments related to RobecoSAM .

2 Relates to Engineering Solutions, which is classified as assets held for sale in our consolidated balance sheet as of December 31, 2022.

3 The reclassification in 2021 is related to RobecoSAM.

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Amortization expense $ 1,029 $ 1,023 $ 1,007 $ 976 $ 960

$ 91 $ 85 $ 82 $ 65 $ 34

1 Amortization expense does not include the expected merger with IHS Markit which is expected to be completed in the first quarter of 2022.

Taxes on Income

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State and local income taxes 3.9 3.3 3.0

Divestitures 2.9 — —

Foreign operations ( 2.8 ) ( 0.2 ) ( 0.3 )

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Effective income tax rate 25.1 % 21.6 % 21.5 %

T he increase in the e ffective income tax rate in 2022 was primarily due to the tax charge on merger related divestitures.

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

The increase in the effective income tax rate 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.

We have elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) as a period expense in the year the tax is incurred.

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Forward exchange contracts — 71

Fixed Assets 49 —

Loss carryforwards 537 204

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Postretirement benefits ( 33 ) ( 46 )

Forward exchange contracts ( 41 ) —

Fixed assets — ( 6 )

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Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable.

We made net income tax payments totaling $ 883 million in 2021, $ 683 million in 2020, and $ 659 million in 2019.

We made net income tax payments tot aling $ 1,555 million in 2022, $ 883 million in 2021, and $ 683 million in 2020.

As of December 31, 2022, we had net operating loss carryforwards of $ 1,301 million , of which a significant portion has an unlimited carryover period under current law.

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We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively.

Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits on the balance sheet may be reduced by up to approximately $ 16 million in the next twelve months as a result of the resolution of local tax examinations.

In addition to the unrecognized tax benefits, we had $ 24 million as of both December 31, 2021 and 2020 of accrued interest and penalties associated with unrecognized tax benefits.

Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits on the balance sheet may be reduced by up to approximately $ 20 million in the next twelve months as a result of the resolution of local tax examinations and expiration of applicable statutes of limitations.

In addition to the unrecognized tax benefits, we had accrued interest and penalties associated with unrecognized tax benefits of $ 38 million and $ 24 million as of December 31, 2022 and 2021, respectively.

federal income tax audits for 2018 through 2022 are in process.

During 2022, we completed state and foreign tax audits and, with few exceptions, we are no longer subject to federal, state, or foreign income tax examinations by tax authorities for the years before 2014.

The impact to tax expense in 2021, 2020 and 2019 was not material.

Th e impact to tax expense in 2022, 2021 and 2020 was not material.

We file income tax returns in the U.S.

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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.

A summary of long-term debt outstanding is as follows:

A summary of short-term and long-term debt outstanding is as follows:

(in millions) December 31,

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4.75 % Senior Notes, due 2028 8

4.25 % Senior Notes, due 2029 9

2.5 % Senior Notes, due 2029 10

2.70 % Sustainability-Linked Senior Notes, due 2029 11

1.25 % Senior Notes, due 2030 12

2.90 % Senior Notes, due 2032 13

6.55 % Senior Notes, due 2037 14

4.5 % Senior Notes, due 2048 15

3.25 % Senior Notes, due 2049 16

3.7 % Senior Notes, due 2052 17

2.3 % Senior Notes, due 2060 18

3.9 % Senior Notes, due 2062 19

Commercial paper 188 —

Total debt 10,956 4,114

short-term debt including current maturities 226 —

Long-term debt $ 10,730 $ 4,114

1 Interest payments are due semiannually on June 15 and December 15, and as of December 31, 2021, the unamortized debt discount and issuance costs total $ 4 million.

1 Interest payments are due semiannually on February 1 and August 1.

2 Interest payments are due semiannually on May 1 and November 1.

3 Interest payments are due semiannually on February 15 and August 15.

4 We made a $ 287 million payment on the early retirement of our 4.0 % senior notes in the second quarter of 2022.

5 Interest payments are due semiannually on March 1 and September 1.

6 Interest payments are due semiannually on January 22 and July 22, and as of December 31, 2022, the unamortized debt discount and issuance costs total $ 4 million.

7 Interest payments are due semiannually on March 1 and September 1, beginning on September 30, 2022, and as of December 31, 2022, the unamortized debt discount and issuance costs total $ 13 million.

8 Interest payments are due semiannually on February 1 and August 1.

9 Interest payments are due semiannually on May 1 and November 1.

10 Interest payments are due semiannually on June 1 and December 1, and as of December 31, 2022, the unamortized debt discount and issuance costs total $ 3 million.

11 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of December 31, 2022, the unamortized debt discount and issuance costs total $ 17 million.

12 Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2022, the unamortized debt discount and issuance costs total $ 6 million.

13 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of December 31, 2022, the unamortized debt discount and issuance costs total $ 28 million.

14 Interest payments are due semiannually on May 15 and November 15, and as of December 31, 2022, the unamortized debt discount and issuance costs total $ 3 million.

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16 Interest payments are due semiannually on June 1 and December 1, and as of December 31, 2022, the unamortized debt discount and issuance costs total $ 10 million.

17 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of December 31, 2022, the unamortized debt discount and issuance costs total $ 26 million.

18 Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2022, the unamortized debt discount and issuance costs total $ 18 million.

Annual debt maturities are scheduled as follows based on book values as of December 31, 2021:

no amounts due in 2022, 2023, or 2024;

19 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of December 31, 2022, the unamortized debt discount and issuance costs total $ 14 million.

Annual long-term debt maturities are scheduled as follows based on book values as of December 31, 2022:

$ 38 million due in 2023, $ 48 million due in 2024, $ 4 million due in 2025;

$ 3 million due in 2026;

no amounts due in 2026;

$ 1.7 billion amounts due in 2027;

and $ 8.9 billion due thereafter.

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.

The fair value of our total debt borrowings was $ 9.3 billion and $ 4.4 billion as of December 31, 2022 and December 31, 2021, respectively, and was estimated based on quoted market prices.

On February 28, 2022, we completed the merger with IHS Markit in an all-stock transaction.

In the transaction, we assumed IHS Markit's publicly traded debt, with an outstanding principal balance of $ 4.6 billion, which was recorded at fair value of $ 4.9 billion on the acquisition date.

Debt assumed consisted of the following:

• 5.00 % Senior Notes due November 1, 2022 with an outstanding principal balance of $ 748 million.

• 4.125 % Senior Notes due August 1, 2023 with an outstanding principal balance of $ 500 million.

• 3.625 % Senior Notes due May 1, 2024 with an outstanding principal balance of $ 400 million.

• 4.75 % Senior Notes due February 15, 2025 with an outstanding principal balance of $ 800 million.

• 4.00 % Senior Notes due March 1, 2026 with an outstanding principal balance of $ 500 million.

• 4.75 % Senior Notes due August 1, 2028 with an outstanding principal balance of $ 750 million.

• 4.25 % Senior Notes due May 1, 2029 with an outstanding principal balance of $ 950 million.

The adjustment to fair value of the Senior Notes of approximately $ 292 million on the acquisition date will be amortized as an adjustment to interest expense over the remaining contractual terms of the Senior Notes.

On March 2, 2022, we completed the 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 exchange IHS Markit notes and cash.

Of the approximately $ 4.6 billion in aggregate principal amount of IHS Markit's Senior Notes offered in the exchange, 96 %, or approximately $ 4.5 billion, were tendered and accepted.

The portion not exchanged, approximately $ 175 million, remains outstanding across seven series of Senior Notes issued by IHS Markit.

The Exchange Offer was treated as a debt modification for accounting purposes resulting in a portion of the unamortized fair value adjustment of the IHS Markit Senior Notes allocated to the new debt issued by S&P Global on the settlement date of the exchange.

See Note 2 — Acquisitions and Divestitures for additional information on the merger.

On March 18, 2022, we issued $ 1,250 million of 2.45 % Senior Notes due 2027, $ 1,250 million of 2.7 % Sustainability-Linked Senior Notes due 2029, $ 1,500 million of 2.9 % Senior Notes due 2032, $ 1,000 million of 3.7 % Senior Notes due 2052, and $ 500 million of 3.9 % Senior Notes due 2062.

The Notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC.

In the first quarter of 2022, we used a portion of the net proceeds from the new debt issuance to fund the redemption and extinguishment of the outstanding principal amount of our 4.125 % Senior Notes due 2023, 3.625 % Senior Notes due 2024, and our 4.0 % Senior Notes due 2026 which were former IHS Markit Notes that were exchanged to SPGI Notes as part of the Exchange Offer.

In addition, we also used part of the net proceeds from the new debt issuance noted above to fund the early tender as well as a subsequent full redemption of our 5.0 % Senior Notes due 2022 and the 4.750 % Senior Notes due 2025, both of which were former IHS Markit Notes that were exchanged to SPGI Notes

as part of the Exchange Offer, as well as our 4.0 % Senior Notes due 2025.

The majority of these transactions settled within the first quarter of 2022, however, given the timing of certain redemptions, a lesser portion of these settled in the second quarter of 2022, including the redemption and extinguishment of the $ 287 million outstanding principal amount on our 4.0 % senior notes due in 2025, and a portion of the outstanding principal amounts of our 5.0 % senior notes due in 2022 and our 4.75 % senior notes due in 2025, of approximately $ 52 million and $ 247 million, respectively.

During the year ended December 31, 2022, we recognized an $ 8 million loss on extinguishment of debt.

The year ended December 31, 2022 includes a $ 142 million tender premium paid to tendering note holders in accordance with the terms of the tender offer, partially offset by a $ 134 million non-cash write-off related to the fair market value step up premium on extinguished debt.

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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In the third quarter of 2020, we used the net proceeds to fund 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 amount of our 6.55 % senior notes due in 2037 and our 4.5 % senior notes due in 2048.

On November 26, 2019, we issued $ 500 million of 2.5 % senior notes due in 2029 and $ 600 million of 3.25 % senior notes due in 2049.

The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC.

In the fourth quarter of 2019, we used the net proceeds to fund the redemption of the $ 700 million outstanding principal amount of our 3.3 % senior notes due in August of 2020 and a portion of the $ 400 million outstanding principal amount of our 6.55 % senior notes due in October of 2037.

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

As of December 31, 2022 and December 31, 2021, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing.

These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets;

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These forward contracts do not qualify for hedge accounting.

As of December 31, 2021 and 2020, the aggregate notional value of these outstanding forward contracts was $ 376 million and $ 460 million, respectively.

As of December 31, 2022 and 2021, the aggregate notional value of these outstanding forward contracts was $ 1.8 billion and $ 376 million, respectively.

The changes in fair value of these forward contracts are recorded in prepaid and other assets or other current liabilities in the consolidated balance sheet with their corresponding change in fair value recognized in selling and general expenses in the consolidated statement of income.

The amount recorded in prepaid and other current assets as of December 31, 2021 and 2020 was $ 5 million and $ 2 million, respectively.

The amount recorded in other current liabilities was less than $ 1 million as of December 31, 2021 and $ 2 million as of December 31, 2020.

The amount recorded in selling and general expense for the twelve months ended December 31, 2021 and 2020 related to these contracts was a net loss $ 9 million and a net gain of $ 9 million, respectively.

The amount recorded in prepaid and other current assets was $ 5 million as of December 31, 2022 and 2021.

The amount recorded in other current liabilities was $ 37 million as of December 31, 2022 and less than $ 1 million as of December 31, 2021.

amount recorded in selling and general expense for the twelve months ended December 31, 2022 and 2021 related to these contracts was a net loss $ 45 million and a net gain of $ 9 million, respectively.

Net Investment Hedges

During the twelve months ended December 31, 2021 and 2020, we entered into cross currency swaps to hedge a portion of our net investment in one of our European subsidiaries against volatility in the Euro/U.S.

During the twelve months ended December 31, 2021, we entered into cross currency swaps to hedge a portion of our net investment in one of our European subsidiaries against volatility in the Euro/U.S.

dollar exchange rate.

These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2024, 2029, 2030.

The notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 1 billion as of December 31, 2021 and 2020, respectively.

These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2024, 2029 and 2030.

The notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 1 billion as of December 31, 2022 and 2021.

The changes in the fair value of swaps are recognized in foreign currency translation adjustments, a component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet.

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Accordingly, amounts related to the cross currency swaps recognized directly in net income represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

We recognized net interest income of $ 20 million and $ 10 million during the twelve months ended December 31, 2021 and 2020, respectively.

We recognized net interest expense of $ 31 million and net interest income of $ 20 million during the twelve months ended December 31, 2022 and 2021, respectively.

Cash Flow Hedges

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The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and will be subsequently reclassified into interest expense, net in the same period that the hedged transaction affects earnings.

As of December 31, 2021, the aggregate notional value of our outstanding interest rate swaps designated as cash flow hedges was $ 2.3 billion.

As of December 31, 2022 and December 31, 2021, the aggregate notional value of our outstanding interest rate swaps designated as cash flow hedges was $ 1.4 billion and $ 2.3 billion.

The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of December 31, 2022 and December 31, 2021:

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Other current liabilities Foreign exchange forward contracts $ 7 $ —

Other non-current assets Interest rate swap contracts $ 145 $ —

Other non-current liabilities Interest rate swap contracts $ — $ 270

Derivative designated as net investment hedges:

Other non-current assets Cross currency swap $ 84 $ —

Other non-current liabilities Cross currency swaps $ — $ 17

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Reclassification into earnings, net of tax 4 — —

Net unrealized losses on cash flow hedges, net of taxes, end of period $ ( 203 ) $ — $ —

Net unrealized gains (losses) on cash flow hedges, net of taxes, end of period $ 48 $ ( 203 ) $ —

Net Investment Hedges

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Reclassification into earnings, net of tax 4 5 —

Net unrealized losses on net investment hedges, net of taxes, end of period $ ( 17 ) $ ( 81 ) $ ( 8 )

Net unrealized gains (losses) on net investment hedges, net of taxes, end of period $ 56 $ ( 17 ) $ ( 81 )

Employee Benefits

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These amounts will be subsequently recognized as net periodic pension cost pursuant to our accounting policy for amortizing such amounts.

Net periodic benefit cost for our retirement and postretirement plans other than the service cost component are included in other (income) expense, net in our consolidated statements of income.

Net periodic benefit cost for our retirement and postretirement plans other than the service cost component are included in other income, net in our consolidated statements of income.

Benefit Obligation

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Plan participants’ contributions — — — 2

Actuarial (gain) loss 1

Actuarial gain 1

( 636 ) ( 55 ) ( 6 ) ( 2 )

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Total recognized $ 400 $ 352 $ ( 51 ) $ ( 50 )

1 The actuarial gain in 2021 compared to the actuarial loss in 2020 was primarily due to an increase in the discount rate.

1 The increase in actuarial gain in 2022 compared to 2021 was primarily due to an increase in the discount rate.

2 Relates to the impact of a plan amendment in 2021.

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1 During the years ended December 31, 2022, 2021, 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 non-cash pre-tax settlement charges of $ 3 million.

2 Relates to the impact of a retiree annuity purchase in 2019.

The Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries.

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

The non-cash pretax settlement charge reflects the accelerated recognition of a portion of unamortized actuarial losses in the plan.

pension plan, triggering the recognition of non-cash pre-tax settlement charges of $ 13 million for 2022 and $ 3 million for 2021 and 2020.

retirement plan accounted for a benefit of $ 6 million in 2022, $ 22 million in 2021 and $ 17 million in 2020 of the net periodic benefit cost attributable to the funded plans.

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1 During the years ended December 31, 2022, 2021, 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 non-cash pre-tax settlement charges of $ 3 million.

2 Relates to the impact of a retiree annuity purchase in 2019.

The Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries.

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

The non-cash after tax settlement charge reflects the accelerated recognition of a portion of unamortized actuarial losses in the plan.

pension plan, triggering the recognition of non-cash pre-tax settlement charges of $ 13 million for 2022 and $ 3 million for 2021 and 2020.

The total cost for our retirement plans was $ 124 million for 2022, $ 93 million for 2021 and $ 91 million for 2020.

The total cost for our retirement plans in 2019 includes the $ 113 million settlement charge related to the retiree annuity purchase in 2019.

Included in the total retirement plans cost are defined contribution plans cost of $ 88 million for 2022, $ 86 million for 2021 and $ 80 million for 2020.

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Weighted-average healthcare cost rate 1

N/A 6.00 % 6.50 %

N/A N/A 6.00 %

Discount rate - U.S.

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Effective January 1, 2023, our return on assets assumption for the U.S.

plan was reduced to 4.00 % from 5.00 % and the U.K.

plan was reduced to 5.00 % from 5.50 %.

plan was increased to 6.00 % from 4.00 % and the U.K.

plan was increased to 5.50 % from 5.00 %.

In December of 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was enacted.

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Cash and short-term investments $ 6 $ 6 $ — $ —

growth and value 41 41 — —

Fixed income:

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Infrastructure:

$ 78 $ — $ 78 $ —

Total $ 1,572 $ 12 $ 1,516 $ 44

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pension trust had assets of $ 1,185 million and $ 1,600 million as of December 31, 2022 and 2021 respectively, and the target allocations in 2022 include 90 % fixed income, 5 % domestic equities, 3 % international equities and 2 % cash and cash equivalents.

pension trust had assets of $ 631 million and $ 613 million as of December 31, 2021 and 2020, respectively, and the target allocations in 2021 include 55 % fixed income, 15 % diversified growth funds, 15 % infrastructure, 8 % equities and 7 % real estate.

The year-on-year decline in U.S.

pension trust assets is primarily attributable to lower valuations on the plan's U.S.

long duration fixed income securities largely driven by increases to the U.S.

Central Bank's interest rates.

pension trust had assets of $ 279 million and $ 631 million as of December 31, 2022 and 2021, respectively, and the target allocations in 2022 include 39 % fixed income, 29 % infrastructure, 14 % equities, 13 % real estate and 5 % diversified growth funds.

The year-over-year reduction in U.K.

plan assets is primarily driven by lower valuation of the investment portfolio including a mix of fixed income and growth assets driven by higher interest rates and challenging U.K.

economic environment for growth assets.

The pension assets are invested with the goal of producing a combination of capital growth, income and a liability hedge.

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common stock in 2021.

The plan held approximately 1.2 million and 1.3 million shares of S&P Global Inc.

The plan held approximately 1.2 million shares of S&P Global Inc.

common stock as of December 31, 2022 and 2021, respectively, with market values of $ 402 million and $ 567 million, respectively.

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Stock-Based Compensation

We issue stock-based incentive awards to our eligible employees under the 2019 Employee Stock Incentive Plan and to our eligible non-employee Directors under a Director Deferred Stock Ownership Plan.

We issue stock-based incentive awards to our eligible employees under the 2019 Employee Stock Incentive Plan and to our eligible non-employee members of the Board of Directors under a Director Deferred Stock Ownership Plan.

No further awards may be granted under the 2002 Employee Stock Incentive Plan (the “2002 Plan”), although awards granted under the 2002 Plan prior to the adoption of the new 2019 Plan in June of 2019 remain outstanding in accordance with their terms.

• 2019 Employee Stock Incentive Plan (the “2019 Plan”) – The 2019 Plan permits the granting of incentive stock options, nonqualified stock options, stock appreciation rights, performance stock, restricted stock and other stock-based awards.

• Director Deferred Stock Ownership Plan – Under this plan, common stock reserved may be credited to deferred stock accounts for eligible Directors.

In general, the plan requires that 50 % of eligible Directors’ annual compensation plus dividend equivalents be credited to deferred stock accounts.

Each Director may also elect to defer all or a portion of the remaining compensation and have an equivalent number of shares credited to the deferred stock account.

Recipients under this plan are not required to provide consideration to us other than rendering service.

• 2019 Employee Stock Incentive Plan (the “2019 Plan”) – The 2019 Plan permits the granting of stock options, stock appreciation rights, restricted stock awards, performance awards, and other stock-based awards.

• Director Deferred Stock Ownership Plan (the “Director Plan”) – Under the Director Plan, common stock reserved may be credited to deferred stock accounts for eligible non-employee members of the Board of Directors.

In general, the plan requires that 50 % of eligible Directors’ annual compensation and dividend equivalents be credited to deferred stock accounts.

Each Director may also elect to defer all or a portion of the remaining compensation and have an equivalent number of shares credited to their deferred stock account.

Recipients under this plan are not required to

provide consideration to us other than rendering service.

Shares will be delivered as of the date a recipient ceases to be a member of the Board of Directors or within five years thereafter, if so elected.

The plan will remain in effect until terminated by the Board of Directors or until no shares of stock remain available under the plan.

The number of common shares reserved for issuance are as follows:

• 2014 Equity Incentive Award Plan and the Amended and Restated IHS Inc.

2004 Long-Term Incentive Plan (the “IHS Markit’s equity plans”) – In connection with the merger with IHS Markit, we assumed the outstanding restricted stock units, performance-based restricted stock units, deferred stock units, and stock options granted under IHS Markit’s equity plans, converted using the 0.2838 merger exchange ratio.

From the merger date, no additional awards under these plans may be granted;

however, the outstanding awards that were converted at the merger date continue to vest in accordance with the terms of the merger agreement.

The number of common shares reserved for issuance under the 2019 Plan are as follows:

(in millions) December 31,

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Total shares reserved for issuance 19.5 19.8

1 Shares available for granting at December 31, 2021 and 2020 are under the 2019 Plan.

2 Shares reserved for issuance under the Director Deferred Stock Ownership Plan are not included in the total, but are less than 1.0 million at both December 31, 2021 and 2020.

We issue treasury shares upon exercise of stock options and the issuance of restricted stock and unit awards.

To offset the dilutive effect of the exercise of employee stock options, we periodically repurchase shares.

1 Shares reserved for issuance under the Director Plan are less t han 1.0 million at both December 31, 2022 and 2021.

We issue treasury shares upon exercise of stock options and the issuance of restricted stock other stock-based awards.

To offset the dilutive effect of our equity compensation plans, we periodically repurchase shares.

See Note 9 – Equity for further discussion.

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Stock option expense $ — $ — $ —

Restricted stock and unit awards expense 122 90 77

Restricted stock and other stock-based awards expense 214 122 90

Total stock-based compensation expense $ 214 $ 122 $ 90

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Stock option compensation costs are recognized from the date of grant, utilizing a four-year graded vesting method.

Under this method, more than half of the costs are recognized over the first twelve months , approximately one-quarter of the costs are recognized over a twenty-four month period starting from the date of grant, approximately one-tenth of the costs are recognized over a thirty-six month period starting from the date of grant, and the remaining costs recognized over a forty-eight month period starting from the date of grant.

Under this method, more than half of the costs are recognized over the first twelve months , approximately one-quarter of the costs are recognized over a twenty-four month period starting from the date of grant, approximately one-tenth of the costs are recognized over a thirty-six month period starting from the date of grant, and the remaining costs are recognized over a forty-eight month period starting from the date of grant.

There were no stock options granted in 2022, 2021, and 2020.

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Exercised ( 0.1 ) $ 80.88

Forfeited and expired 1

Options outstanding as of December 31, 2022

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0.2 $ 68.02 1.01 $ 67

1 There are less than 0.1 million shares forfeited and expired.

(in millions, except per award amounts) Shares Weighted-average grant-date fair value

Nonvested options outstanding as of December 31, 2020

Nonvested options outstanding as of December 31, 2021 2

Total unrecognized compensation expense related to nonvested options $ —

Weighted-average years to be recognized over 0.0

1 There are less than 0.1 million shares vested.

2 There are no nonvested options outstanding as of December 31, 2021.

The total fair value of our stock options that vested during the years ended December 31, 2021, 2020 and 2019 was less than $ 1 million, $ 2 million and $ 3 million, respectively.

1 There are less than 0.1 million options that were assumed as part of the merger with IHS Markit.

Information regarding our stock option exercises is as follows:

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Income tax benefit realized from stock option exercises $ 4 $ 11 $ 13

Restricted Stock and Unit Awards

Restricted stock and unit awards (performance and non-performance) have been granted under the 2002 Plan and 2019 Plan.

Performance unit awards will vest only if we achieve certain financial goals over the performance period.

Restricted stock non-performance awards have various vesting periods (generally three years ), with vesting beginning on the first anniversary of the awards.

Restricted Stock and Other Stock-Based Awards

Restricted stock and other stock-based awards (performance and non-performance) have been granted under the 2002 Plan and 2019 Plan.

Performance unit awards only vest if we achieve certain financial goals over the performance period.

Restricted stock non-performance awards have various vesting periods (generally three years ).

Recipients of restricted stock and unit awards are not required to provide consideration to us other than rendering service.

The stock-based compensation expense for restricted stock and unit awards is determined based on the market price of our stock at the grant date of the award applied to the total number of awards that are anticipated to fully vest.

For performance unit awards, adjustments are made to expense dependent upon financial goals achieved.

Restricted stock and unit activity for performance and non-performance awards is as follows:

The stock-based compensation expense for restricted stock and other stock-based awards is determined based on the market price of our stock at the grant date of the award applied to the total number of awards that are anticipated to fully vest.

For performance awards, adjustments are made to expense consistent with the expected percent achievement of the performance goals.

Restricted stock and other stock-based award activity is as follows:

(in millions, except per award amounts) Shares Weighted-average grant-date fair value

Nonvested shares as of December 31, 2020

Balance as of December 31, 2021

Assumed 0.9 $ 380.89

Granted 0.7 $ 384.65

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Forfeited ( 0.1 ) $ 372.36

Nonvested shares as of December 31, 2021

Total unrecognized compensation expense related to nonvested awards $ 101

Balance as of December 31, 2022

Total unrecognized compensation expense related to restricted awards $ 132

Weighted-average years to be recognized over 1.5

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Weighted-average grant-date fair value per award $ 384.65 $ 296.49 $ 232.92

Total fair value of restricted stock and unit awards vested $ 243 $ 134 $ 153

Tax benefit relating to restricted stock activity $ 48 $ 26 $ 29

Total fair value of restricted stock and other stock-based awards vested $ 146 $ 243 $ 134

Tax benefit relating to restricted award activity $ 30 $ 48 $ 26

Capital Stock

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none have been issued.

On January 26, 2022, the Board of Directors approved a quarterly common stock dividend of $ 0.77 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.

On January 25, 2023, the Board of Directors approved an increase in the dividends for 2023 to a quarterly common stock dividend of $ 0.90 per share.

Year Ended December 31,

2022 2021 2020

Quarterly dividend rate $ 0.77 $ 0.67 $ 0.57

Annualized dividend rate 1

$ 3.32 $ 3.08 $ 2.68

Dividends paid (in millions) $ 1,024 $ 743 $ 645

1 The quarterly dividend rate was $ 0.77 per share in the first quarter of 2022 and increased to $ 0.85 per share beginning in the second quarter of 2022.

The quarterly dividend rate was $ 0.77 per share and $ 0.67 per share for the years ended December 31 2021 and 2020, respectively.

Stock Repurchases

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.

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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.

Our 2020 Repurchase Program and 2013 Repurchase Program have no expiration date and purchases under these programs may be made from time to time on the open market and in private transactions, depending on market conditions.

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.

Our 2022 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.

We have entered into accelerated share repurchase (“ASR”) agreements with financial institutions to initiate share repurchases of our common stock.

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The forward stock purchase contracts were classified as equity instruments.

The ASR agreements were executed under our 2013 Repurchase Program, approved on December 4, 2013.

The terms of each ASR agreement entered into for the years ended December 31, 2022, 2021 and 2020, structured as outlined above, are as follows:

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Purchased Average Price Paid Per Share Total Cash Utilized

February 11, 2020 1

July 27, 2020 1.3 0.4 1.7 $ 292.13 $ 500

February 11, 2020 2

July 27, 2020 1.4 0.3 1.7 $ 292.13 $ 500

December 2, 2022 1

2.4 — 2.4 $ — $ 1,000

August 9, 2022 2

October 25, 2022 5.8 1.6 7.4 $ 337.94 $ 2,500

May 13, 2022 3

August 2, 2022 3.8 0.6 4.4 $ 343.85 $ 1,500

March 1, 2022 4

August 9, 2022 15.2 4.1 19.3 $ 362.03 $ 7,000

February 11, 2020 5

July 27, 2020 1.3 0.4 1.7 $ 292.13 $ 500

February 11, 2020 6

July 27, 2020 1.4 0.3 1.7 $ 292.13 $ 500

1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1 billion and initially received shares valued at 87.5 % of the $ 1 billion at a price equal to the market price of the Company's common stock on December 2, 2022 when the Company received an initial delivery of 2.4 million shares from the ASR program.

We completed the ASR agreement on February 3, 2023 and received an additional 0.4 million shares.

We repurchased a total of 2.8 million shares under the ASR agreement for an average purchase price $ 350.74 per share.

The ASR agreement was executed under our 2022 Repurchase Program.

2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 2.5 billion and initially received shares valued at 87.5 % of the $ 2.5 billion at a price equal to the market price of the Company's common stock on August 9, 2022 when the Company received an initial delivery of 5.8 million shares from the ASR program.

We completed the ASR agreement on October 25, 2022 and received an additional 1.6 million shares.

The ASR agreement was executed under our 2022 and 2020 Repurchase Program.

3 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.5 billion and initially received shares valued at 85 % of the $ 1.5 billion at a share price equal to the market price of the Company's common stock on May 13, 2022 when the Company received an initial delivery of 3.8 million shares from the ASR program.

We completed the ASR agreement on August 2, 2022 and received an additional 0.6 million shares.

The ASR agreement was executed under our 2020 Repurchase Program.

4 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 7 billion and initially received shares valued at 85 % of the $ 7 billion at a share equal to the then market price of the Company's common stock on March 1, 2022 when the company received an initial delivery of 15.2 million shares from the ASR program.

We completed the ASR agreement on August 9, 2022 and received an additional 4.1 million shares.

The ASR agreement was executed under our 2020 Repurchase Program.

5 The ASR agreement was structured as a capped ASR agreement in which we paid $ 500 million and received an initial delivery of 1.3 million shares and an additional amount of 0.2 million in February 2020, representing a minimum number of shares of our common stock to be repurchased based on a calculation using a specified capped price per share.

We completed the ASR agreement on July 27, 2020 and received an additional 0.2 million shares.

2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and received an initial delivery of 1.4 million shares, representing 85 % of the $ 500 at a price equal to the then market price of the Company.

We completed the ASR agreement on July 27, 2020 and received an additional 0.3 million shares.

3 The ASR agreement was structured as a capped ASR agreement in which we paid $ 500 million and received an initial delivery of 1.7 million shares, and an additional amount of 0.2 million in August 2019, representing a minimum number of shares of our common stock to be repurchased based on a calculation using a specified capped price per share.

We completed the ASR agreement on October 1, 2019 and received an additional 0.1 million shares.

The ASR agreement was executed under our 2013 Repurchase Program.

6 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and received an initial delivery of 1.4 million shares, representing 85 % of the $ 500 at a price equal to the then market price of the Company.

We completed the ASR agreement on July 27, 2020 and received an additional 0.3 million shares.

Additionally, we purchased shares of our common stock in the open market as follows:

The ASR agreement was executed under our 2013 Repurchase Program.

Additionally, during the year ended December 31, 2020, we purchased shares of our common stock in the open market as follows:

(in millions, except average price)

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December 31, 2020 0.5 $ 295.40 $ 161

December 31, 2019 1.2 $ 208.83 $ 240

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.

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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.

During the year ended December 31, 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.

Redeemable Noncontrolling Interests

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Our income and market valuation approaches may incorporate Level 3 fair value measures for instances when observable inputs are not available.

The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., the revenue growth rates and operating margins), and a company specific beta.

The significant judgmental assumptions used that incorporate market data, including the relative weighting of market observable information and the comparability of that information in our valuation models, are forward-looking and could be affected by future economic and market conditions.

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Net income attributable to redeemable noncontrolling interest 249

Equity contribution from redeemable noncontrolling intrerest 410

Distributions to noncontrolling interest ( 278 )

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Balance as of December 31, 2022 $ 3,267

1 Relates to foreign currency translation adjustments

On June 1, 2022 the Company contributed its interest in the IHSM Indices acquired as part of the Merger to S&P Dow Jones Indices LLC.

The IHSM Indices will be operated, managed, and distributed by S&P Dow Jones Indices LLC.

CME Group paid the Company $ 410 million in exchange for both a 27 % ownership of IHSM’s Indices and to maintain their 27 % proportionate ownership in the S&P Dow Jones Indices LLC joint venture.

Accumulated Other Comprehensive Loss

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As of December 31, 2022 , 2021 and 2020, there were no stock options excluded.

performance shares outstanding of 0.5 million as of December 31, 2021 and 0.4 million as of December 31, 2020 and 2019, respectively, were excluded.

Restricted performance shares outstanding of 0.6 million as of December 31, 2022, 0.5 million as of December 31, 2021 and 0.4 million as of December 31, 2020, respectively, were excluded.

Restructuring

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In these cases, we reverse reserves through the consolidated statements of income during the period when it is determined they are no longer needed.

There were approximately $ 8 million of reserves from the 2020 restructuring plan that we have reversed in 2021, which offset the initial charge of $ 65 million recorded for the 2020 restructuring plan.

There were approximately $ 7 million of reserves from the 2019 restructuring plan that we reversed in 2020, which offset the initial charge of $ 25 million recorded for the 2019 restructuring plan.

The initial restructuring charge recorded and the ending reserve balance as of December 31, 2022 by segment is as follows:

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(in millions) Initial Charge Recorded Ending Reserve Balance Initial Charge Recorded Ending Reserve Balance

Ratings $ 3 $ 3 $ 4 $ 1

Market Intelligence $ 86 $ 59 $ 3 $ 2

Platts — — 10 4

Ratings 26 17 3 2

Commodity Insights 45 25 — —

Mobility 2 2 — —

Indices 13 11 — —

Engineering Solutions 2 1 — —

Corporate 109 49 13 6

Total $ 283 $ 164 $ 19 $ 10

For the year ended December 31, 2021, we have made no reductions to the reserve for the 2021 restructuring plan.

For the years ended December 31, 2021 and 2020, we have reduced the reserve for the 2020 restructuring plan by $ 45 million and $ 7 million, respectively.

For the year ended December 31, 2022, we recorded a pre-tax restructuring charge of $ 283 million primarily related to employee severance charges for the 2022 restructuring plan and have reduced the reserve by $ 119 million.

For the year ended December 31, 2022, we have reduced the reserve for the 2021 restructuring plan by $ 9 million.

The reductions primarily related to cash payments for employee severance charges.

Segment and Geographic Information

As discussed in Note 1 – Accounting Policies , we have four reportable segments:

Ratings, Market Intelligence, Platts and Indices.

As discussed in Note 1 – Accounting Policies , we have six reportable segments:

Market Intelligence, Ratings, Commodity Insights, Mobility, Indices, and Engineering Solutions.

Our Chief Executive Officer is our chief operating decision-maker and evaluates performance of our segments and allocates resources based primarily on operating profit.

Segment operating profit does not include Corporate Unallocated expense, other (income) expense, net, interest expense, net, or loss on extinguishment of debt as these are amounts that do not affect the operating results of our reportable segments.

Segment operating profit does not include Corporate Unallocated expense, equity in income on unconsolidated subsidiaries, other income, net, interest expense, net, or loss on extinguishment of debt as these are amounts that do not affect the operating results of our reportable segments.

We use the same accounting policies for our segments as those described in Note 1 – Accounting Policies .

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(in millions) 2022 2021 2020

$ 4,097 $ 3,606 $ 3,106

Market Intelligence

$ 3,811 $ 2,185 $ 2,046

Platts 950 878 844

3,050 4,097 3,606

Commodity Insights 1,685 1,012 938

Mobility 1,142 — —

Indices 1,339 1,149 989

Engineering Solutions 323 — —

Intersegment elimination 1

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(in millions) 2022 2021 2020

$ 2,629 $ 2,223 $ 1,783

Market Intelligence 2

$ 2,488 $ 676 $ 569

1,672 2,629 2,223

Commodity Insights 4

Engineering Solutions 7

Total reportable segments 5,906 4,647 3,936

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( 989 ) ( 426 ) ( 319 )

Equity in Income on unconsolidated subsidiaries 9

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

1 Revenue for Ratings and expenses for Market Intelligence include an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

2 Operating profit for the year ended December 31, 2021 includes a gain on disposition of $ 6 million, recovery of lease-related costs of $ 4 million and employee severance charges of $ 3 million.

Operating profit for the year ended December 31, 2020 includes a technology-related impairment charge of $ 11 million, lease-related costs of $ 5 million and employee severance charges of $ 4 million.

Operating profit or the year ended December 31, 2019 includes employee severance charges of $ 11 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 10 million, $ 7 million and $ 2 million for the years ended December 31, 2021, 2020 and 2019, respectively.

2 Operating profit for the year ended December 31, 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.

Operating profit for the year ended December 31, 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.

Operating profit for the year ended December 31, 2020 includes employee severance charges of $ 27 million, a gain on dispositions of $ 12 million and lease-related costs of $ 3 million.

As of July 1, 2019, we completed the sale of SPIAS and the results are included in Market Intelligence results through that date.

Operating profit for the year ended December 31, 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.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 474 million, $ 65 million, and $ 76 million for the years ended December 31, 2022, 2021, and 2020, respectively.

3 Operating profit for the year ended December 31, 2022 includes employee severance charges of $ 24 million, legal costs of $ 5 million and an asset write-off of $ 1 million.

Operating pro fit for the year ended December 31, 2021 includes a gain on disposition of $ 6 million, recovery of lease-related costs of $ 4 million and employee severance charges of $ 3 million.

Operating profit for the year ended December 31, 2020 includes a technology-related impairment charge of $ 11 million, lease-related costs of $ 5 million and employee

severance charges of $ 4 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 7 million, $ 10 million and $ 7 million for the years ended December 31, 2022, 2021, and 2020, respectively.

4 Operating profit for the year ended December 31, 2022 includes employee severance charges of $ 45 million and IHS Markit merger costs of $ 26 million.

Operating profit for the year ended December 31, 2021 includes recovery of lease-related costs of $ 2 million.

Operating profit for the year ended December 31, 2020 includes severance charges of $ 11 million and lease-related costs of $ 2 million.

As of July 31, 2019, we completed the sale of RigData and the results are included in Platts results through that date.

Operating profit for the year ended December 31, 2019 includes a gain on the sale of RigData of $ 27 million and employee severance charges of $ 1 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 111 million , $ 8 million, and $ 9 million for the years ended December 31, 2022, 2021, and 2020, respectively.

5 Operating profit for the year ended December 31, 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.

6 Operating profit for the year ended December 31, 2022 includes a gain on disposition of $ 52 million, employee severance charges of $ 14 million and IHS Markit merger costs of $ 2 million.

Operating profit for the year ended December 31, 2021 includes recovery of lease-related costs of $ 1 million.

Operating profit for the year ended December 31, 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.

Operating profit includes amortization of intangibles from acquisitions of $ 6 million for the years ended December 31, 2021, 2020, and 2019.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 31 million, $ 6 million, and $ 6 million for the years ended December 31, 2022, 2021, and 2020, respectively.

7 Operating profit for the year ended December 31, 2022 includes employee severance charges of $ 4 million and amortization of intangibles from acquisitions of $ 35 million.

8 Corporate Unallocated expense for the year ended December 31, 2022 includes IHS Markit merger costs of $ 553 million, a S&P Foundation grant of $ 200 million, employee severance charges of $ 107 million, disposition-related costs of $ 24 million, a gain on acquisition of $ 10 million, an asset impairment of $ 9 million, acquisition-related costs of $ 8 million, lease impairments of $ 5 million and an asset write-off of $ 3 million.

Corporate Unallocated expense for the year ended December 31, 2021 includes 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, acquisition-related costs of $ 2 million and a gain on disposition of $ 2 million.

Corporate Unallocated expense for the year ended December 31, 2020 includes 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.

Corporate Unallocated expense for the year ended December 31, 2019 includes Kensho retention related expenses of $ 21 million, lease impairments of $ 11 million and employee severance charges of $ 7 million.

Additionally, Corporate Unallocated expense includes

amortization of intangibles from acquisitions of $ 7 million, $ 26 million, and $ 28 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Additionally, Corporate Unallocated expense includes amortization of intangibles from acquisitions of $ 4 million, $ 7 million, and $ 26 million for the years ended December 31, 2022, 2021, and 2020, respectively.

9 Equity in Income on Unconsolidated Subsidiaries includes amortization of intangibles from acquisitions of $ 55 million for the year ended December 31, 2022 .

The following table presents our revenue disaggregated by revenue type for the years ended December 31:

(in millions) Ratings Market Intelligence Platts Indices Intersegment Elimination 1

(in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Engineering Solutions Intersegment Elimination 1

Subscription $ 3,263 $ — $ 1,492 $ 888 $ 258 $ 300 $ — $ 6,201

Non-subscription / Transaction 163 1,241 126 254 — 23 — 1,807

2,253 56 13 — — 2,322

Non-transaction — 1,809 — — — — ( 169 ) 1,640

1,844 — — — ( 146 ) 1,698

Asset-linked fees — — — — 862 — — 862

Sales usage-based royalties — — 67 — 219 — — 286

Recurring variable 385 — — — — — — 385

Total revenue $ 3,811 $ 3,050 $ 1,685 $ 1,142 $ 1,339 $ 323 $ ( 169 ) $ 11,181

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Total revenue $ 3,811 $ 3,050 $ 1,685 $ 1,142 $ 1,339 $ 323 $ ( 169 ) $ 11,181

(in millions) Ratings Market Intelligence Platts Indices Intersegment Elimination 1

(in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Engineering Solutions Intersegment Elimination 1

Subscription $ 2,131 $ — $ 933 $ — $ 191 $ — $ — $ 3,255

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Total revenue $ 2,185 $ 4,097 $ 1,012 $ — $ 1,149 $ — $ ( 146 ) $ 8,297

(in millions) Ratings Market Intelligence Platts Indices Intersegment Elimination 1

(in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Engineering Solutions Intersegment Elimination 1

Subscription $ 1,991 $ — $ 869 $ — $ 177 $ — $ — $ 3,037

Non-subscription / Transaction 54 1,969 7 — — — — 2,030

1,570 45 10 — — 1,625

Non-transaction — 1,637 — — — — ( 137 ) 1,500

1,536 — — — ( 128 ) 1,408

Asset-linked fees 1 — — — 647 — — 648

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1 Intersegment eliminations mainly consists of a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

2 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.

2 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.

Segment information for the years ended December 31 is as follows:

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2022 2021 2020 2022 2021 2020

Ratings $ 46 $ 40 $ 34 $ 18 $ 33 $ 41

Market Intelligence $ 509 $ 91 $ 101 $ 43 $ 12 $ 28

Platts 12 17 21 2 7 13

Ratings 46 46 40 23 18 33

Commodity Insights 115 12 17 4 2 7

Mobility 248 — — 6 — —

Indices 39 10 9 2 2 4

Engineering Solutions 35 — — 4 — —

Total reportable segments 992 159 167 82 34 72

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(in millions) Total Assets

Ratings $ 1,248 $ 1,088

Market Intelligence $ 29,852 $ 3,368

Platts 891 913

Ratings 1,039 1,248

Commodity Insights 8,781 891

Mobility 13,416 —

Indices 3,271 1,501

Engineering Solutions — —

Total reportable segments 56,359 7,008

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1 Corporate assets consist principally of cash and cash equivalents, goodwill and other intangible assets, assets for pension benefits and deferred income taxes.

2 Includes CGS and LCD as of December 31, 2021.

2 Includes Engineering Solutions as of December 31, 2022 and CGS and LCD as of December 31, 2021.

See Note 2 – Acquisitions and Divestitures for further discussion.

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Commitments and Contingencies

During the years ended December 31, 2021 and 2020, we recorded a pre-tax impairment charge of $ 31 million and $ 120 million, respectively, related to the impairment and abandonment of operating lease related ROU assets.

The pre-tax impairment charge recorded during the year ended December 31, 2021 is associated with consolidating our real estate facilities following the expected merger with IHS Markit.

We determine whether an arrangement meets the criteria for an operating lease or a finance lease at the inception of the arrangement.

We have operating leases for office space and equipment.

Our leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 14 years, and some of which include options to terminate the leases within 1 year.

We sublease certain real estate leases to third parties which mainly consist of operating leases for space within our offices.

Leases with an initial term of 12 months or less are not recorded on the balance sheet;

we recognize lease expenses for these leases on a straight line-basis over the lease term in operating-related expenses and selling and general expenses.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.

Our future minimum based payments used to determine our lease liabilities include minimum based rent payments and escalations.

As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The February 28, 2022 merger with IHS Markit resulted in an increase in ROU assets and operating lease liabilities of $ 230 million and $ 268 million, respectively.

During the years ended December 31, 2022, 2021 and 2020, we recorded a pre-tax impairment charge of $ 132 million, $ 31 million and $ 120 million, respectively, related to the impairment and abandonment of operating lease related ROU assets.

The pre-tax impairment charge recorded during the year ended December 31, 2022 was primarily associated with reductions in the anticipated sublease income on vacated leased facilities following the deterioration of local market conditions and consolidating our real estate facilities following the merger with IHS Markit.

The impairment charges are included in selling and general expenses within the consolidated statements of income.

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In the normal course of business both in the United States and abroad, the Company and its subsidiaries are defendants in a number of legal proceedings and are often subjected to government and regulatory proceedings, investigations and inquiries.

S&P Global Ratings has been cooperating with an SEC investigation into possible violations of Section 15E of the Exchange Act and Rule 17g-5(c)(8) thereunder in connection with a 2017 credit rating analysis by S&P Global Ratings.

S&P Global Ratings is currently in active discussions to resolve the SEC’s inquiry.

S&P Global Ratings has not yet reached a definitive settlement agreement with the SEC on this matter but in the fourth quarter of 2021, accrued for potential monetary penalties based on discussions to date.

While we cannot predict with certainty whether we will reach agreement, or the terms of any such agreement, at this time, we do not believe that the resolution of this matter will have a material adverse effect on our business, financial condition or results of operations.

On May 17, 2021, Indices reached a settlement with the SEC relating to the operation of a then undisclosed quality assurance mechanism and its impact on certain real-time values of the S&P 500 VIX Short-Term Futures Index ER on a single business day, February 5, 2018 (the “VIX Matter”), which was the subject of a previously disclosed Wells Notice.

Indices neither

admitted nor denied the SEC's allegations.

The SEC found that Indices acted negligently in violation of Section 17(a)(3) of the Securities Act of 1933 with respect to the VIX Matter.

The SEC acknowledged Indices’ cooperation with the SEC staff.

The Company agreed to pay a penalty of $ 9 million that was previously reserved for in 2020 and to cease and desist from committing or causing any violations and any future violations of Section 17(a)(3) of the Securities Act of 1933.

On November 14, 2022, S&P Global Ratings reached a settlement with the SEC to resolve an SEC investigation into violations of Section 15E of the Exchange Act and Rule 17g-5(c)(8) thereunder involving the ratings assigned to a single residential mortgage-backed securities transaction in 2017.

The investigation was previously disclosed.

S&P Global Ratings did not admit or deny the SEC’s allegations.

In the SEC’s order, the SEC acknowledged S&P Global Ratings’ remedial acts and its cooperation with the SEC staff.

As part of the resolution, the Company agreed to pay a penalty of $ 2.5 million that was previously reserved for in 2021.

A class action lawsuit was filed in Australia on August 7, 2020 against the Company and a subsidiary of the Company.

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The Company does not expect to incur material losses as a result of these matters.

Moreover, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities and antitrust matters.

For example, as a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Exchange Act, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws.

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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 7A. Quantitative and Qualitative Disclosures About Market Risk