S&P Global Inc. 10-K

Item 7A . Quantitative and Qualitative Disclosures about Market Risk Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. 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. 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; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We do not enter into any derivative financial instruments for speculative purposes. See Note 6 – Derivative Instruments to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further discussion. 69 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data TABLE OF CONTENTS Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 71 Consolidated Statements of Income 75 Consolidated Statements of Comprehensive Income 76 Consolidated Balance Sheets 77 Consolidated Statements of Cash Flows 78 Consolidated Statements of Equity 79 Notes to the Consolidated Financial Statements 80 1 Accounting Policies 80 2 Acquisitions and Divestitures 87 3 Goodwill and Other Intangible Assets 93 4 Taxes on Income 95 5 Debt 98 6 Derivative Instruments 100 7 Employee Benefits 103 8 Stock-Based Compensation 108 9 Equity 111 10 Earnings per Share 113 11 Restructuring 114 12 Segment and Geographic Information 115 13 Commitments and Contingencies 119 70 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of S&P Global Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of S&P Global Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 9, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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. 71 Table of Contents Valuation of redeemable noncontrolling interest in S&P Dow Jones Indices LLC Description of the Matter As described in Notes 1 and 9 to the financial statements, the Company has an agreement with the minority partners of its S&P Dow Jones Indices LLC joint venture that contains redemption features outside of the control of the Company. This arrangement is reported as a redeemable noncontrolling interest at fair value of $3,267 million at December 31, 2022. The Company adjusts the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches. Auditing the Company's valuation of its redeemable noncontrolling interest was complex due to the estimation uncertainty in determining the fair value. The estimation uncertainty was primarily due to the sensitivity of the fair value to underlying assumptions about the future performance of the business. The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., revenue growth rates and operating margins), a company specific beta and earnings and transaction multiples for comparable companies and similar acquisitions, respectively. These significant judgmental assumptions that incorporate market data are forward-looking and could be affected by future economic and market conditions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the accounting for its redeemable noncontrolling interest, including controls over management's judgments and evaluation of the underlying assumptions with regard to the valuation models applied and the estimation process supporting the determination of the fair value of S&P Dow Jones Indices LLC joint venture. To test the valuation of redeemable noncontrolling interest, we evaluated the Company's selection of the valuation methodology and the methods and significant assumptions used by inspecting available market data and performing sensitivity analyses. For example, when evaluating the assumptions related to the revenue growth rate and operating profit margins, we compared the assumptions to the past performance of S&P Dow Jones Indices LLC joint venture in addition to current observable industry, market and economic trends. We involved valuation specialists to assist in our evaluation of the methodology and significant assumptions used by the Company, including the discount rate, company specific beta and earnings for comparable companies and transaction multiples for similar acquisitions. We also tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. 72 Table of Contents 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 We have served as the Company’s auditor since 1969. New York, New York February 9, 2023 73 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of S&P Global Inc. Opinion on Internal Control Over Financial Reporting We have audited S&P Global Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, S&P Global Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in Item 15(a)(2) and our report dated February 9, 2023 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ ERNST & YOUNG LLP New York, New York February 9, 2023 74 Table of Contents Consolidated Statements of Income (in millions, except per share data) Year Ended December 31, 2022 2021 2020 Revenue $ 11,181 $ 8,297 $ 7,442 Expenses: Operating-related expenses 3,766 2,195 2,094 Selling and general expenses 3,383 1,714 1,541 Depreciation 108 82 83 Amortization of intangibles 905 96 123 Total expenses 8,162 4,087 3,841 Gain on dispositions ( 1,898 ) ( 11 ) ( 16 ) Equity in income on unconsolidated subsidiaries ( 27 ) — — Operating profit 4,944 4,221 3,617 Other income, net ( 70 ) ( 62 ) ( 31 ) Interest expense, net 304 119 141 Loss on extinguishment of debt 8 — 279 Income before taxes on income 4,702 4,164 3,228 Provision for taxes on income 1,180 901 694 Net income 3,522 3,263 2,534 Less: net income attributable to noncontrolling interests ( 274 ) ( 239 ) ( 195 ) Net income attributable to S&P Global Inc. $ 3,248 $ 3,024 $ 2,339 Earnings per share attributable to S&P Global Inc. common shareholders: Net income: Basic $ 10.25 $ 12.56 $ 9.71 Diluted $ 10.20 $ 12.51 $ 9.66 Weighted-average number of common shares outstanding: Basic 316.9 240.8 241.0 Diluted 318.5 241.8 242.1 Actual shares outstanding at year end 321.9 241.0 240.6 See accompanying notes to the consolidated financial statements. 75 Table of Contents Consolidated Statements of Comprehensive Income (in millions) Year Ended December 31, 2022 2021 2020 Net income $ 3,522 $ 3,263 $ 2,534 Other comprehensive income: Foreign currency translation adjustments ( 224 ) 11 ( 24 ) Income tax effect ( 22 ) ( 24 ) 22 ( 246 ) ( 13 ) ( 2 ) Pension and other postretirement benefit plans ( 60 ) 33 ( 31 ) Income tax effect 16 ( 10 ) 8 ( 44 ) 23 ( 23 ) Unrealized gain (loss) on cash flow hedges 325 ( 282 ) 17 Income tax effect ( 80 ) 68 ( 5 ) 245 ( 214 ) 12 Comprehensive income 3,477 3,059 2,521 Less: comprehensive income attributable to nonredeemable noncontrolling interests ( 25 ) ( 24 ) ( 14 ) Less: comprehensive income attributable to redeemable noncontrolling interests ( 249 ) ( 215 ) ( 181 ) Comprehensive income attributable to S&P Global Inc. $ 3,203 $ 2,820 $ 2,326 See accompanying notes to the consolidated financial statements. 76 Table of Contents Consolidated Balance Sheets (in millions) December 31, 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 1,286 $ 6,497 Restricted cash 1 8 Short-term investments 14 11 Accounts receivable, net of allowance for doubtful accounts: 2022- $ 48 ; 2021 - $ 26 2,494 1,650 Prepaid and other current assets 574 323 Assets of businesses held for sale 1,298 321 Total current assets 5,667 8,810 Property and equipment: Buildings and leasehold improvements 468 346 Equipment and furniture 688 515 Total property and equipment 1,156 861 Less: accumulated depreciation ( 859 ) ( 620 ) Property and equipment, net 297 241 Right of use assets 423 426 Goodwill 34,545 3,506 Other intangible assets, net 18,306 1,285 Equity investments in unconsolidated subsidiaries 1,752 165 Asset for pension benefits 232 359 Other non-current assets 562 234 Total assets $ 61,784 $ 15,026 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 450 $ 205 Accrued compensation and contributions to retirement plans 753 607 Short-term debt 226 — Income taxes currently payable 116 90 Unearned revenue 3,126 2,217 Other current liabilities 1,094 547 Liabilities of businesses held for sale 234 149 Total current liabilities 5,999 3,815 Long-term debt 10,730 4,114 Lease liabilities – non-current 577 492 Pension and other postretirement benefits 180 262 Deferred tax liability – non-current 4,065 147 Other non-current liabilities 489 660 Total liabilities 22,040 9,490 Redeemable noncontrolling interest 3,267 3,429 Commitments and contingencies (Note 13) Equity: Common stock, $ 1 par value: authorized - 600 million shares; issued: 2022 - 415 million shares; 2021 - 294 million shares 415 294 Additional paid-in capital 44,422 1,031 Retained income 17,784 15,017 Accumulated other comprehensive loss ( 886 ) ( 841 ) Less: common stock in treasury - at cost: 2022 - 86 million shares; 2021- 53 million shares ( 25,347 ) ( 13,469 ) Total equity – controlling interests 36,388 2,032 Total equity – noncontrolling interests 89 75 Total equity 36,477 2,107 Total liabilities and equity $ 61,784 $ 15,026 See accompanying notes to the consolidated financial statements. 77 Table of Contents Consolidated Statements of Cash Flows (in millions) Year Ended December 31, 2022 2021 2020 Operating Activities: Net income $ 3,522 $ 3,263 $ 2,534 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 108 82 83 Amortization of intangibles 905 96 123 Provision for losses on accounts receivable 24 14 17 Deferred income taxes ( 353 ) 13 ( 31 ) Stock-based compensation 214 122 90 Gain on dispositions ( 1,898 ) ( 11 ) ( 16 ) Loss on extinguishment of debt, net 8 — 279 Lease impairment charges 132 31 120 Other 15 58 121 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable 36 ( 144 ) 18 Prepaid and other current assets ( 123 ) ( 86 ) ( 85 ) Accounts payable and accrued expenses 43 38 132 Unearned revenue 37 198 220 Other current liabilities ( 2 ) ( 45 ) ( 15 ) Net change in prepaid/accrued income taxes ( 135 ) ( 36 ) ( 2 ) Net change in other assets and liabilities 70 5 ( 21 ) Cash provided by operating activities 2,603 3,598 3,567 Investing Activities: Capital expenditures ( 89 ) ( 35 ) ( 76 ) Acquisitions, net of cash acquired 210 ( 99 ) ( 201 ) Proceeds from dispositions 3,509 16 18 Changes in short-term investments ( 2 ) ( 2 ) 19 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 Payments on senior notes ( 3,698 ) — ( 1,394 ) Dividends paid to shareholders ( 1,024 ) ( 743 ) ( 645 ) 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 ( 110 ) ( 56 ) ( 61 ) Cash used for financing activities ( 11,326 ) ( 1,013 ) ( 2,166 ) Effect of exchange rate changes on cash ( 123 ) ( 82 ) 75 Net change in cash, cash equivalents, and restricted cash ( 5,218 ) 2,383 1,236 Cash, cash equivalents, and restricted cash at beginning of year 6,505 4,122 2,886 Cash, cash equivalents, and restricted cash at end of year $ 1,287 $ 6,505 $ 4,122 Cash paid during the year for: Interest $ 240 $ 130 $ 159 Income taxes $ 1,555 $ 883 $ 683 See accompanying notes to the consolidated financial statements. 78 Table of Contents Consolidated Statements of Equity (in millions) Common Stock $1 par Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity Balance as of December 31, 2019 $ 294 $ 903 $ 12,205 $ ( 624 ) $ 12,299 $ 479 $ 57 $ 536 Comprehensive income 1 2,339 ( 13 ) 2,326 14 2,340 Dividends (Dividend declared per common share — $ 2.68 per share) ( 645 ) ( 645 ) ( 11 ) ( 656 ) Share repurchases 1,164 ( 1,164 ) ( 1,164 ) Employee stock plans 43 ( 2 ) 45 45 Change in redemption value of redeemable noncontrolling interest ( 532 ) ( 532 ) ( 532 ) Other — 2 2 Balance as of December 31, 2020 $ 294 $ 946 $ 13,367 $ ( 637 ) $ 13,461 $ 509 $ 62 $ 571 Comprehensive income 1 3,024 ( 204 ) 2,820 24 2,844 Dividends (Dividend declared per common share — $ 3.08 per share) ( 743 ) ( 743 ) ( 13 ) ( 756 ) Employee stock plans 85 8 77 77 Change in redemption value of redeemable noncontrolling interest ( 631 ) ( 631 ) ( 631 ) Other — 2 2 Balance as of December 31, 2021 $ 294 $ 1,031 $ 15,017 $ ( 841 ) $ 13,469 $ 2,032 $ 75 $ 2,107 Comprehensive income 1 3,248 ( 45 ) 3,203 25 3,228 Dividends (Dividend declared per common share — $ 3.32 per share) ( 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 1 Excludes $ 249 million, $ 215 million and $ 181 million in 2022, 2021 and 2020, respectively, attributable to redeemable noncontrolling interest. See accompanying notes to the consolidated financial statements. 79 Table of Contents Notes to the Consolidated Financial Statements 1. Accounting Policies Nature of operations S&P Global Inc. (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; 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. • 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 Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. Subscription revenue 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. 80 Table of Contents 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 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. For non-transaction revenue related to Rating’s surveillance services, we continuously monitor factors that impact the creditworthiness of an issuer over the contractual term with revenue recognized to the extent that our performance obligation is progressively fulfilled over the term contract. Because surveillance services are continuously provided throughout the term of the contract, our measure of progress towards fulfillment of our obligation to monitor a rating is a time-based output measure with revenue recognized ratably over the term of the contract. Non-subscription / Transaction revenue Transaction revenue at our Ratings segment primarily includes fees associated with: • ratings related to new issuance of corporate and government debt instruments; as well as structured finance instruments; and • bank loan ratings. 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 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 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. Revenue is recognized when the extent that our customers have used our licensed intellectual property can be quantified. Recognition of revenue for our asset-linked fee arrangements is subject to the "recognition constraint" for usage-based royalty payments because we cannot reasonably predict the value of the assets that will be invested in index funds structured using our intellectual property until it is either publicly available or when we are notified by our customers. Revenue derived from an asset-linked fee arrangement is measured and recognized when the certainty of the extent of its utilization of our index products by our customers is known. Sales usage-based royalties 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 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 81 Table of Contents 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 Our contracts with customers may include multiple performance obligations. Revenue relating to agreements that provide for more than one performance obligation is recognized based upon the relative fair value to the customer of each service component as each component is earned. The fair value of the service components are determined using an analysis that considers cash consideration that would be received for instances when the service components are sold separately. If the fair value to the customer for each service is not objectively determinable, we make our best estimate of the services’ stand-alone selling price and record revenue as it is earned over the service period. Receivables We record a receivable when a customer is billed or when revenue is recognized prior to billing a customer. For multi-year agreements, we generally invoice customers annually at the beginning of each annual period. Contract Assets Contract assets include unbilled amounts from when the Company transfers service to a customer before a customer pays consideration or before payment is due. As of December 31, 2022 and 2021, contract assets were $ 60 million and $ 9 million, respectively, and are included in accounts receivable in our consolidated balance sheets. Unearned Revenue We record unearned revenue when cash payments are received in advance of our performance. The increase in the unearned revenue balance for the year ended December 31, 2022 is primarily driven by cash payments received in advance of satisfying our performance obligations, offset by $ 1.5 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period. Remaining Performance Obligations Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. 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. We do not disclose the value of unfulfilled performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts where revenue is a usage-based royalty promised in exchange for a license of intellectual property. Costs to Obtain a Contract We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that the costs associated with certain sales commission programs are incremental to the costs to obtain contracts with customers and therefore meet the criteria to be capitalized. 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 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. 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 82 Table of Contents 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 ) Net (gain) loss from investments ( 59 ) ( 17 ) 1 Other income, net $ ( 70 ) $ ( 62 ) $ ( 31 ) Assets and Liabilities Held for Sale and Discontinued Operations Assets and Liabilities Held for Sale We classify a disposal group to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal group; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the disposal group beyond one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. A disposal group that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. The fair value of a disposal group less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group as held for sale in the current period in our consolidated balance sheets. Discontinued Operations In determining whether a disposal of a component of an entity or a group of components of an entity is required to be presented as a discontinued operation, we make a determination whether the disposal represents a strategic shift that had, or will have, a major effect on our operations and financial results. A component of an entity comprises operations and cash flows that can be clearly distinguished both operationally and for financial reporting purposes. If we conclude that the disposal represents a strategic shift, then the results of operations of the group of assets being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from our continuing operating results in the consolidated financial statements. Principles of consolidation The consolidated financial statements include the accounts of all subsidiaries and our share of earnings or losses of joint ventures and affiliated companies under the equity method of accounting. All significant intercompany accounts and transactions have been eliminated. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and cash equivalents Cash and cash equivalents include ordinary bank deposits and highly liquid investments with original maturities of three months or less that consist primarily of money market funds with unrestricted daily liquidity and fixed term time deposits. Such investments and bank deposits are stated at cost, which approximates market value, and were $ 1.3 billion and $ 6.5 billion as of December 31, 2022 and 2021, respectively. These investments are not subject to significant market risk. 83 Table of Contents Restricted cash Cash that is subject to legal restrictions or is unavailable for general operating purposes is classified as restricted cash. Restricted cash included in our consolidated balance sheets was $ 1 million and $ 8 million as of December 31, 2022 and December 31, 2021, respectively. 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 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. Accounts receivable Credit is extended to customers based upon an evaluation of the customer’s financial condition. Accounts receivable, which include billings consistent with terms of contractual arrangements, are recorded at net realizable value. Allowance for doubtful accounts The allowance for doubtful accounts reserve methodology is based on historical analysis, a review of outstanding balances and current conditions, and by incorporating data points that provide indicators of future economic conditions including forecasted industry default rates and industry index benchmarks. In determining these reserves, we consider, amongst other factors, the financial condition and risk profile of our customers, areas of specific or concentrated risk as well as applicable industry trends or market indicators. Capitalized technology costs We capitalize certain software development and website implementation costs. Capitalized costs only include incremental, direct costs of materials and services incurred to develop the software after the preliminary project stage is completed, funding has been committed and it is probable that the project will be completed and used to perform the function intended. Incremental costs are expenditures that are out-of-pocket to us and are not part of an allocation or existing expense base. Software development and website implementation costs are expensed as incurred during the preliminary project stage. Capitalized costs are amortized from the year the software is ready for its intended use over its estimated useful life, three to seven years , using the straight-line method. Periodically, we evaluate the amortization methods, remaining lives and recoverability of such costs. 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 $ 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. Fair Value Certain assets and liabilities are required to be recorded at fair value and classified within a fair value hierarchy based on inputs used when measuring fair value. We have foreign exchange forward contracts, cross currency and interest rate swaps that are adjusted to fair value on a recurring basis. Other financial instruments, including cash and cash equivalents and short-term investments, are recorded at cost, which approximates fair value because of the short-term maturity and highly liquid nature of these instruments. The fair value of our long-term debt borrowings were $ 9.3 billion and $ 4.4 billion as of December 31, 2022 and 2021, respectively, and was estimated based on quoted market prices. Accounting for the impairment of long-lived assets (including other intangible assets) We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to current forecasts of undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on market evidence, discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets. Leases 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 84 Table of Contents 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. 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. Goodwill and other indefinite-lived intangible assets Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. 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 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. If, based on our evaluation we do not believe that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, no quantitative impairment test is performed. Conversely, if the results of our qualitative assessment determine that it is more likely than not that the fair value of any of our reporting units is less than their respective carrying amounts we perform a quantitative impairment test. When conducting our impairment test to evaluate the recoverability of goodwill at the reporting unit level, the estimated fair value of the reporting unit is compared to its carrying value including goodwill. Fair value of the reporting units are estimated using the income approach, which incorporates the use of the discounted free cash flow (“DCF”) analyses and are corroborated using the market approach, which incorporates the use of revenue and earnings multiples based on market data. The DCF analyses are based on the current operating budgets and estimated long-term growth projections for each reporting unit. 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. If the fair value of the reporting unit is less than the carrying value, the difference is recognized as an impairment charge. We evaluate the recoverability of indefinite-lived intangible assets by first performing a qualitative analysis evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived asset is impaired. If, based on our evaluation of the events and circumstances that occurred during the year we do not believe that it is more likely than not that the indefinite-lived asset is impaired, no quantitative impairment test is performed. Conversely, if the results of our qualitative assessment determine that it is more likely than not that the indefinite-lived asset is impaired, a quantitative impairment test is performed. If necessary, an impairment analysis is performed using the income approach to estimate the fair value of the indefinite-lived intangible asset. If the intangible asset carrying value exceeds its fair value, an impairment charge is recognized in an amount equal to that excess. Significant judgments inherent in these analyses include estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit and indefinite-lived intangible asset and could result in an impairment charge, which could be material to our financial position and results of operations. We performed our impairment assessment of goodwill and indefinite-lived intangible assets and concluded that no impairment existed for the years ended December 31, 2022, 2021 and 2020. Foreign currency translation We have operations in many foreign countries. For most international operations, the local currency is the functional currency. For international operations that are determined to be extensions of the parent company, the United States ("U.S.") dollar is the functional currency. For local currency operations, assets and liabilities are translated into U.S. dollars using end of period 85 Table of Contents exchange rates, and revenue and expenses are translated into U.S. dollars using weighted-average exchange rates. Foreign currency translation adjustments are accumulated in a separate component of equity. Depreciation The costs of property and equipment are depreciated using the straight-line method based upon the following estimated useful lives: buildings and improvements from 15 to 40 years and equipment and furniture from 2 to 10 years. The costs of leasehold improvements are amortized over the lesser of the useful lives or the terms of the respective leases. Advertising expense The cost of advertising is expensed as incurred. We incurred $ 177 million, $ 39 million and $ 29 million in advertising costs for the years ended December 31, 2022, 2021 and 2020, respectively. Stock-based compensation Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, which typically is the vesting period. Stock-based compensation is classified as both operating-related expense and selling and general expense in the consolidated statements of income. Income taxes 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. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize liabilities for uncertain tax positions taken or expected to be taken in income tax returns. Accrued interest and penalties related to unrecognized tax benefits are recognized in interest expense and operating expense, respectively. Judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and unrecognized tax benefits. In determining the need for a valuation allowance, the historical and projected financial performance of the operation that is recording a net deferred tax asset is considered along with any other pertinent information. We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions, and we are routinely under audit by many different tax authorities. We believe that our accrual for tax liabilities is adequate for all open audit years based on an assessment of many factors including past experience and interpretations of tax law. 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, 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, 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 The agreement with the minority partners of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by our minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Since redemption of the noncontrolling interest is outside of our control, this interest is presented on our consolidated balance sheets under the caption “Redeemable noncontrolling interest.” If the interest were to be redeemed, we would generally be required to purchase the interest at fair value on the date of redemption. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches. Our income and market valuation approaches incorporate Level 3 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. Any adjustments to the redemption value will impact retained income. See Note 9 – Equity for further detail. Contingencies 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, 86 Table of Contents 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. When we accrue for loss contingencies and the reasonable estimate of the loss is within a range, we record our best estimate within the range. We disclose an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may be incurred. Recent Accounting Standards 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. 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. We do not expect this guidance to have a significant impact on our consolidated financial statements. Reclassification Certain prior year amounts have been reclassified for comparability purposes. 2. Acquisitions and Divestitures Acquisitions 2023 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. 2022 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 87 Table of Contents 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: 88 Table of Contents (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: 89 Table of Contents (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. Year ended December 31, (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. 2021 For the year ended December 31, 2021, we paid cash for acquisitions of $ 210 million, net of cash acquired, funded with cash from operations. None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings. Acquisitions completed during the year ended December 31, 2021 included: • In December of 2021, as part of our Sustainable1 investments, we completed the acquisition of The Climate Service, Inc. (“TCS ” ), which has developed a climate risk analytics platform assisting corporates, investors and governments with assessing physical climate risks. Sustainable1 is S&P Global's single source of essential sustainability intelligence, bringing together S&P Global's resources and full product suite of data, benchmarking, analytics, evaluations and indices that provide customers with a 360-degree view to help achieve their sustainability goals. The acquisition 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. The acquisition of The Climate Service, Inc. is not material to our consolidated financial statements. For acquisitions during 2021 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 90 Table of Contents assets, excluding goodwill and indefinite-lived intangibles, are being amortized over their anticipated use ful lives between 3 and 5 years. 2020 For the year ended December 31, 2020, we paid cash for acquisitions of $ 201 million, net of cash acquired, funded with cash from operations. None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings. Acquisitions completed during the year ended December 31, 2020 included: • 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 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. The acquisition of Greenwich is not material to our consolidated financial statements. • 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 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. The acquisition of the ESG Ratings Business is not material to our consolidated financial statements. For acquisitions during 2020 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 Greenwich and ESG Ratings Business is deductible for tax purposes. Non-cash investing activities Liabilities assumed in conjunction with our acquisitions are as follows: (in millions) Year ended December 31, 2022 2021 2020 Fair value of assets acquired $ 54,944 $ 110 $ 219 Equity transferred ( 43,536 ) — — Cash acquired (paid), net 210 ( 99 ) ( 201 ) Liabilities assumed $ 11,618 $ 11 $ 18 Divestitures 2023 On January 14, 2023, we entered into a securities and asset purchase agreement with Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) to sell our Engineering Solutions business for $ 975 million in cash, subject to customary purchase price adjustments. We currently anticipate the divestiture to result in after-tax proceeds of approximately $ 750 million, which proceeds are expected to be used for share repurchases. The agreement follows our announced intent in November of 2022 to divest the business. Engineering Solutions became part of the Company following our merger with IHS Markit. The transaction, which is subject to receipt of required regulatory approvals and satisfying other customary closing conditions, is expected to close by the end of the second quarter of 2023. 2022 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. 91 Table of Contents 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. 2021 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: • During the year ended December 31, 2021, we recorded a pre-tax gain of $ 8 million ($ 6 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of office facilities in India. • During the year ended December 31, 2021, we recorded a pre-tax gain of $ 3 million ($ 3 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, that occurred in July of 2019. 2020 During the year ended December 31, 2020, we completed the following dispositions that resulted in a pre-tax gain of $ 16 million, which was included in Gain on dispositions in the consolidated statement of income: • In January of 2020, Market Intelligence entered into a strategic alliance to transition S&P Global Market Intelligence's Investor Relations ( “ IR ” ) webhosting business to Q4 Inc. ( “ Q4 ” ). This alliance integrated Market Intelligence's proprietary data into Q4's portfolio of solutions, enabling further opportunities for commercial collaboration. In connection with transitioning its IR webhosting business to Q4, Market Intelligence received a minority investment in Q4. During the year ended December 31, 2020, we recorded a pre-tax gain of $ 11 million ($ 6 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of IR. • In September of 2020, we sold our facility at East Windsor, New Jersey. During the year ended December 31, 2020, we recorded a pre-tax gain of $ 4 million ($ 3 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of East Windsor. • 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. 92 Table of Contents The components of assets and liabilities held for sale in the consolidated balance sheet consist of the following: (in millions) Year ended December 31, 2022 1 2021 2 Accounts Receivable, net $ 88 $ 59 Goodwill 437 255 Other intangible assets, net 697 — Other assets 76 7 Assets of businesses held for sale $ 1,298 $ 321 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. The operating profit of our businesses that were held for sale or disposed of for the years ending December 31, 2022, 2021, and 2020 is as follows: (in millions) Year ended December 31, 2022 2021 2020 Operating profit 1 $ 71 $ 172 $ 162 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. The year ended December 31, 2020 excludes a pre-tax gain on the sale of the IR webhosting business of $ 11 million. 3. Goodwill and Other Intangible Assets Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. The change in the carrying amount of goodwill by segment is shown below: (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 Reclassifications 1 ( 255 ) — — — — — — ( 255 ) Other 2 ( 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 — — — — — ( 437 ) — ( 437 ) Other 2 ( 8 ) ( 10 ) ( 12 ) — — — 10 ( 20 ) Balance as of December 31, 2022 $ 18,110 $ 257 $ 5,522 $ 8,695 $ 1,399 $ — $ 562 $ 34,545 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. 93 Table of Contents 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 . Other Intangible Assets Other intangible assets include both indefinite-lived assets not subject to amortization and definite-lived assets subject to amortization. We have indefinite-lived assets with a carrying value of $ 846 million as of December 31, 2022 and 2021. • 2022 and 2021 both include $ 380 million and $ 90 million for Dow Jones Indices intellectual property and the Dow Jones tradename, respectively, that we recorded as part of the transaction to form S&P Dow Jones Indices LLC in 2012. • 2022 and 2021 both include $ 185 million within our Market Intelligence segment for the SNL tradename. • 2022 and 2021 both include $ 132 million within our Indices segment for the balance of the IP rights in a family of indices derived from the S&P 500, solidifying Indices IP in and to the S&P 500 index family. • 2022 and 2021 both include $ 59 million within our Indices segment for the Goldman Sachs Commodity Index intellectual property and the Broad Market Indices intellectual property. The following table summarizes our definite-lived intangible assets: (in millions) Cost Databases and software Content Customer relationships Tradenames Other intangibles Total Balance as of December 31, 2020 $ 645 $ 139 $ 356 $ 55 $ 177 $ 1,372 Acquisitions — — — — 18 18 Other 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 ) Other 1 ( 2 ) — ( 8 ) — ( 4 ) ( 14 ) Balance as of December 31, 2022 $ 3,941 $ 139 $ 13,467 $ 1,524 $ 214 $ 19,285 Accumulated amortization Balance as of December 31, 2020 $ 406 $ 139 $ 175 $ 50 $ 96 $ 866 Current year amortization 52 — 21 2 21 96 Reclassifications 3 8 — — — ( 8 ) — Other 1 1 — — — ( 2 ) ( 1 ) Balance as of December 31, 2021 467 139 196 52 107 961 Current year amortization 313 — 482 91 19 905 Reclassifications 2 ( 13 ) — ( 22 ) — — ( 35 ) Other 1 ( 2 ) — — ( 1 ) ( 3 ) ( 6 ) Balance as of December 31, 2022 $ 765 $ 139 $ 656 $ 142 $ 123 $ 1,825 Net definite-lived intangibles: December 31, 2021 $ 178 $ — $ 159 $ 3 $ 99 $ 439 December 31, 2022 $ 3,176 $ — $ 12,811 $ 1,382 $ 91 $ 17,460 1 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 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. 94 Table of Contents Definite-lived intangible assets are being amortized on a straight-line basis over periods of up to 25 years. The weighted-average life of the intangible assets as of December 31, 2022 is approximately 21 years. Amortization expense was $ 905 million, $ 96 million and $ 123 million for the years ended December 31, 2022, 2021 and 2020, respectively. Expected amortization expense for intangible assets over the next five years for the years ended December 31, assuming no further acquisitions or dispositions, is as follows: (in millions) 2023 2024 2025 2026 2027 Amortization expense $ 1,029 $ 1,023 $ 1,007 $ 976 $ 960 4. Taxes on Income Income before taxes on income resulting from domestic and foreign operations is as follows: (in millions) Year Ended December 31, 2022 2021 2020 Domestic operations $ 3,426 $ 2,874 $ 2,226 Foreign operations 1,276 1,290 1,002 Total income before taxes $ 4,702 $ 4,164 $ 3,228 The provision for taxes on income consists of the following: (in millions) Year Ended December 31, 2022 2021 2020 Federal: Current $ 928 $ 438 $ 349 Deferred ( 185 ) ( 9 ) 1 Total federal 743 429 350 Foreign: Current 322 295 246 Deferred ( 98 ) 23 ( 9 ) Total foreign 224 318 237 State and local: Current 265 153 111 Deferred ( 52 ) 1 ( 4 ) Total state and local 213 154 107 Total provision for taxes $ 1,180 $ 901 $ 694 A reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate for financial reporting purposes is as follows: Year Ended December 31, 2022 2021 2020 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % State and local income taxes 3.9 3.3 3.0 Divestitures 2.9 — — Foreign operations ( 2.8 ) ( 0.2 ) ( 0.3 ) Stock-based compensation — ( 0.8 ) ( 0.7 ) S&P Dow Jones Indices LLC joint venture ( 1.1 ) ( 1.1 ) ( 1.2 ) Tax credits and incentives ( 1.3 ) ( 2.3 ) ( 2.2 ) Other, net 2.5 1.7 1.9 Effective income tax rate 25.1 % 21.6 % 21.5 % 95 Table of Contents 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. 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. GILTI expense is included in Other, net above. The principal temporary differences between the accounting for income and expenses for financial reporting and income tax purposes are as follows: (in millions) December 31, 2022 2021 Deferred tax assets: Employee compensation $ 100 $ 57 Accrued expenses 179 54 Postretirement benefits 27 28 Unearned revenue 67 74 Forward exchange contracts — 71 Fixed Assets 49 — Loss carryforwards 537 204 Lease liabilities 170 142 Other 126 32 Total deferred tax assets 1,255 662 Deferred tax liabilities: Goodwill and intangible assets ( 4,791 ) ( 394 ) Right of use asset ( 100 ) ( 101 ) Postretirement benefits ( 33 ) ( 46 ) Forward exchange contracts ( 41 ) — Fixed assets — ( 6 ) Total deferred tax liabilities ( 4,965 ) ( 547 ) Net deferred income tax asset before valuation allowance ( 3,710 ) 115 Valuation allowance ( 274 ) ( 206 ) Net deferred income tax liability $ ( 3,984 ) $ ( 91 ) Reported as: Non-current deferred tax assets $ 81 $ 56 Non-current deferred tax liabilities ( 4,065 ) ( 147 ) Net deferred income tax liability $ ( 3,984 ) $ ( 91 ) We record valuation allowances against deferred income tax assets when we determine that it is more likely than not that such deferred income tax assets will not be realized based upon all the available evidence. The valuation allowance is primarily related to operating losses. As of December 31, 2022, we have approximately $ 10.1 billion of undistributed earnings of our foreign subsidiaries, of which $ 4.1 billion is reinvested indefinitely in our foreign operations. We have not recorded deferred income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable. 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. 96 Table of Contents A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in millions) Year ended December 31, 2022 2021 2020 Balance at beginning of year $ 147 $ 121 $ 124 Additions based on tax positions related to the current year 28 35 24 Additions for tax positions of prior years 62 9 1 Reduction for tax positions of prior years — — ( 13 ) Reduction for settlements — ( 8 ) ( 4 ) Expiration of applicable statutes of limitations ( 14 ) ( 10 ) ( 11 ) Balance at end of year $ 223 $ 147 $ 121 The total amount of federal, state and local, and foreign unrecognized tax benefits as of December 31, 2022, 2021 and 2020 was $ 223 million , $ 147 million and $ 121 million, respectively, exclusive of interest and penalties. During the year ended December 31, 2022, the change in unrecognized tax benefits resulted in a net increase of tax expense of $ 52 million . 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 $ 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. The U.S. 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. Th e impact to tax expense in 2022, 2021 and 2020 was not material. We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions, and we are routinely under audit by many different tax authorities. We believe that our accrual for tax liabilities is adequate for all open audit years based on an assessment of many factors including past experience and interpretations of tax law. 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, 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. 97 Table of Contents 5. Debt A summary of short-term and long-term debt outstanding is as follows: (in millions) December 31, 2022 2021 4.125 % Senior Notes, due 2023 1 $ 38 $ — 3.625 % Senior Notes, due 2024 2 48 — 4.75 % Senior Notes, due 2025 3 4 — 4.0 % Senior Notes, due 2025 4 — 696 4.0 % Senior Notes, due 2026 5 3 — 2.95 % Senior Notes, due 2027 6 496 496 2.45 % Senior Notes, due 2027 7 1,237 — 4.75 % Senior Notes, due 2028 8 823 — 4.25 % Senior Notes, due 2029 9 1,029 — 2.5 % Senior Notes, due 2029 10 497 496 2.70 % Sustainability-Linked Senior Notes, due 2029 11 1,233 — 1.25 % Senior Notes, due 2030 12 594 593 2.90 % Senior Notes, due 2032 13 1,472 — 6.55 % Senior Notes, due 2037 14 290 290 4.5 % Senior Notes, due 2048 15 272 273 3.25 % Senior Notes, due 2049 16 590 589 3.7 % Senior Notes, due 2052 17 974 — 2.3 % Senior Notes, due 2060 18 682 681 3.9 % Senior Notes, due 2062 19 486 — Commercial paper 188 — Total debt 10,956 4,114 Less: short-term debt including current maturities 226 — Long-term debt $ 10,730 $ 4,114 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. 98 Table of Contents 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. 15 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 $ 11 million. 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. 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; $ 1.7 billion amounts due in 2027; and $ 8.9 billion due thereafter. 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 99 Table of Contents 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. The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. 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. 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 contains customary affirmative and negative covenants and customary events of default. The occurrence of an event of default could result in an acceleration of the obligations under the credit facility. The only financial covenant required under our credit facility is that our indebtedness to cash flow ratio, as defined in our credit facility, was not greater than 4 to 1, and this covenant level has never been exceeded. 6. Derivative Instruments Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. 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. 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; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We do not enter into any derivative financial instruments for speculative purposes. Undesignated Derivative Instruments During the twelve months ended December 31, 2022, 2021 and 2020 we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet. These forward contracts do not qualify for hedge accounting. 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 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. The 100 Table of Contents 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, 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 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. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated. We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates. 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 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 Foreign Exchange Forward Contracts During the twelve months ended December 31, 2022, 2021 and 2020, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the fourth quarter of 2024, 2023 and 2022, respectively. These contracts are intended to offset the impact of movement of exchange rates on future revenue and operating costs and are scheduled to mature within twenty-four months . The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and are subsequently reclassified into revenue and selling and general expenses in the same period that the hedged transaction affects earnings. As of December 31, 2022, we estimate that $ 1 million of pre-tax gain related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months. As of December 31, 2022 and December 31, 2021, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 529 million and $ 498 million, respectively. Interest Rate Swaps During the twelve months ended December 31, 2021, we entered into a series of interest rate swaps. These contracts are intended to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing and are scheduled to mature beginning in the first quarter of 2027. These interest rate swaps are designated as cash flow hedges. 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, 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. 101 Table of Contents 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: (in millions) December 31, December 31, Balance Sheet Location 2022 2021 Derivatives designated as cash flow hedges: Prepaid and other current assets Foreign exchange forward contracts $ 3 $ 7 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 The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedges for the years ended December 31: (in millions) Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion) Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) 2022 2021 2020 2022 2021 2020 Cash flow hedges - designated as hedging instruments Foreign exchange forward contracts $ ( 8 ) $ ( 11 ) $ 17 Revenue, Selling and general expenses $ ( 6 ) $ 19 $ 2 Interest rate swap contracts $ 333 $ ( 270 ) $ — Interest expense, net $ ( 4 ) $ — $ — Net investment hedges- designated as hedging instruments Cross currency swaps $ 98 $ 84 $ ( 97 ) Interest expense, net $ ( 4 ) $ ( 5 ) $ — 102 Table of Contents The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the years ended December 31: (in millions) Year ended December 31, 2022 2021 2020 Cash Flow Hedges Foreign exchange forward contracts Net unrealized gains on cash flow hedges, net of taxes, beginning of period $ 6 $ 14 $ 2 Change in fair value, net of tax ( 11 ) 11 14 Reclassification into earnings, net of tax 5 ( 19 ) ( 2 ) Net unrealized gains on cash flow hedges, net of taxes, end of period $ — $ 6 $ 14 Interest rate swap contracts Net unrealized losses on cash flow hedges, net of taxes, beginning of period $ ( 203 ) $ — $ — Change in fair value, net of tax 247 ( 203 ) — Reclassification into earnings, net of tax 4 — — Net unrealized gains (losses) on cash flow hedges, net of taxes, end of period $ 48 $ ( 203 ) $ — Net Investment Hedges Net unrealized losses on net investment hedges, net of taxes, beginning of period $ ( 17 ) $ ( 81 ) $ ( 8 ) Change in fair value, net of tax 69 59 ( 73 ) Reclassification into earnings, net of tax 4 5 — Net unrealized gains (losses) on net investment hedges, net of taxes, end of period $ 56 $ ( 17 ) $ ( 81 ) 7. Employee Benefits We maintain a number of active defined contribution retirement plans for our employees. The majority of our defined benefit plans are frozen. As a result, no new employees will be permitted to enter these plans and no additional benefits for current participants in the frozen plans will be accrued. We also have supplemental benefit plans that provide senior management with supplemental retirement, disability and death benefits. Certain supplemental retirement benefits are based on final monthly earnings. In addition, we sponsor a voluntary 401(k) plan under which we may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees' compensation to the employees' accounts. We also provide certain medical, dental and life insurance benefits for active and retired employees and eligible dependents. The medical and dental plans and supplemental life insurance plan are contributory, while the basic life insurance plan is noncontributory. We currently do not prefund any of these plans. We recognize the funded status of our retirement and postretirement plans in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. The amounts in accumulated other comprehensive loss represent net unrecognized actuarial losses and unrecognized prior service costs. 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, net in our consolidated statements of income. 103 Table of Contents Benefit Obligation A summary of the benefit obligation and the fair value of plan assets, as well as the funded status for the retirement and postretirement plans as of December 31, 2022 and 2021, is as follows (benefits paid in the table below include only those amounts contributed directly to or paid directly from plan assets): (in millions) Retirement Plans Postretirement Plans 2022 2021 2022 2021 Net benefit obligation at beginning of year $ 2,122 $ 2,220 $ 28 $ 36 Service cost 3 4 — — Interest cost 48 40 1 1 Plan participants’ contributions — — — 2 Actuarial gain 1 ( 636 ) ( 55 ) ( 6 ) ( 2 ) Gross benefits paid ( 86 ) ( 77 ) ( 3 ) ( 5 ) Foreign currency effect ( 44 ) ( 10 ) — — Other adjustments 2 — — — ( 4 ) Net benefit obligation at end of year 1,407 2,122 20 28 Fair value of plan assets at beginning of year 2,231 2,243 6 9 Actual return on plan assets ( 647 ) 58 1 — Employer contributions 11 11 — — Plan participants’ contributions — — — 2 Gross benefits paid ( 86 ) ( 77 ) ( 2 ) ( 5 ) Foreign currency effect ( 45 ) ( 4 ) — — Fair value of plan assets at end of year 1,464 2,231 5 6 Funded status $ 57 $ 109 $ ( 15 ) $ ( 22 ) Amounts recognized in consolidated balance sheets: Non-current assets $ 232 $ 359 $ — $ — Current liabilities ( 10 ) ( 10 ) — — Non-current liabilities ( 165 ) ( 240 ) ( 15 ) ( 22 ) $ 57 $ 109 $ ( 15 ) $ ( 22 ) Accumulated benefit obligation $ 1,401 $ 2,110 Plans with accumulated benefit obligation in excess of the fair value of plan assets: Projected benefit obligation $ 175 $ 250 Accumulated benefit obligation $ 168 $ 238 Fair value of plan assets $ — $ — Amounts recognized in accumulated other comprehensive loss, net of tax: Net actuarial loss (gain) $ 400 $ 350 $ ( 39 ) $ ( 36 ) Prior service credit — 2 ( 12 ) ( 14 ) Total recognized $ 400 $ 352 $ ( 51 ) $ ( 50 ) 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. Net Periodic Benefit Cost For purposes of determining annual pension cost, prior service costs are being amortized straight-line over the average expected remaining lifetime of plan participants expected to receive benefits. 104 Table of Contents A summary of net periodic benefit cost for our retirement and postretirement plans for the years ended December 31, is as follows: (in millions) Retirement Plans Postretirement Plans 2022 2021 2020 2022 2021 2020 Service cost $ 3 $ 4 $ 4 $ — $ — $ — Interest cost 48 40 52 1 1 1 Expected return on assets ( 87 ) ( 104 ) ( 102 ) — — — Amortization of: Actuarial loss (gain) 15 21 17 ( 2 ) ( 2 ) ( 2 ) Prior service credit — — — ( 2 ) ( 1 ) ( 1 ) Net periodic benefit cost ( 21 ) ( 39 ) ( 29 ) ( 3 ) ( 2 ) ( 2 ) Settlement charge 1 13 3 3 — — — Total net periodic benefit cost $ ( 8 ) $ ( 36 ) $ ( 26 ) $ ( 3 ) $ ( 2 ) $ ( 2 ) 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 $ 13 million for 2022 and $ 3 million for 2021 and 2020. Our U.K. 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. Other changes in plan assets and benefit obligations recognized in other comprehensive income, net of tax for the years ended December 31, are as follows: (in millions) Retirement Plans Postretirement Plans 2022 2021 2020 2022 2021 2020 Net actuarial loss (gain) $ 67 $ ( 6 ) $ 28 $ ( 3 ) $ ( 1 ) $ 1 Recognized actuarial (gain) loss ( 12 ) ( 15 ) ( 9 ) 1 1 2 Prior service cost — — — 1 ( 1 ) 1 Settlement charge 1 ( 10 ) ( 2 ) ( 2 ) — — — Total recognized $ 45 $ ( 23 ) $ 17 $ ( 1 ) $ ( 1 ) $ 4 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 $ 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. 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. Assumptions Retirement Plans Postretirement Plans 2022 2021 2020 2022 2021 2020 Benefit obligation: Discount rate 2 5.63 % 3.05 % 2.75 % 5.52 % 2.72 % 2.20 % Net periodic cost: Weighted-average healthcare cost rate 1 N/A N/A 6.00 % Discount rate - U.S. plan 2 3.05 % 2.75 % 3.45 % 2.72 % 2.20 % 3.08 % Discount rate - U.K. plan 2 1.87 % 1.36 % 1.92 % Return on assets 3 4.00 % 5.00 % 5.50 % 1 The health care cost trend rate no longer applies since all subsidized benefits subject to trend were eliminated in 2021. 105 Table of Contents 2 Effective January 1, 2022, we changed our discount rate assumption on our U.S. retirement plans to 3.05 % from 2.75 % in 2021 and changed our discount rate assumption on our U.K. plan to 1.87 % from 1.36 % in 2021. 3 The expected return on assets assumption is calculated based on the plan’s asset allocation strategy and projected market returns over the long-term. Effective January 1, 2023, our return on assets assumption for the U.S. plan was increased to 6.00 % from 4.00 % and the U.K. plan was increased to 5.50 % from 5.00 %. Cash Flows In December of 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was enacted. The Act established a prescription drug benefit under Medicare, known as “Medicare Part D”, and a federal subsidy to sponsors of retiree healthcare benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Our benefits provided to certain participants are at least actuarially equivalent to Medicare Part D, and, accordingly, we are entitled to a subsidy. Effective January 1, 2021, we elected to no longer file for Medicare Part D subsidy. Expected employer contributions in 2023 are $ 10 million and $ 3 million for our retirement and postretirement plans, respectively. In 2023, we may elect to make non-required contributions depending on investment performance and the pension plan status. Information about the expected cash flows for our retirement and postretirement plans is as follows: (in millions) Retirement Plans 1 Postretirement Plans 2 2023 $ 71 3 2024 74 3 2025 77 2 2026 80 2 2027 83 2 2028-2032 453 7 1 Reflects the total benefits expected to be paid from the plans or from our assets including both our share of the benefit cost and the participants’ share of the cost. 2 Reflects the total benefits expected to be paid from our assets. Fair Value of Plan Assets In accordance with authoritative guidance for fair value measurements certain assets and liabilities are required to be recorded at fair value. Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value hierarchy has been established which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs used to measure fair value are as follows: • Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 106 Table of Contents The fair value of our defined benefit plans assets as of December 31, 2022 and 2021, by asset class is as follows: (in millions) December 31, 2022 Total Level 1 Level 2 Level 3 Cash and short-term investments $ 5 $ 5 $ — $ — Equities: U.S. indexes 1 6 6 — — Fixed income: Long duration strategy 2 1,007 — 1,007 — Intermediate duration securities 38 — 38 — Real Estate: U.K. 3 34 — — 34 Infrastructure: U.K. 4 81 — 81 — Total $ 1,171 $ 11 $ 1,126 $ 34 Common collective trust funds measured at net asset value as a practical expedient: Collective investment funds 5 $ 293 Total $ 1,464 (in millions) December 31, 2021 Total Level 1 Level 2 Level 3 Cash and short-term investments $ 6 $ 6 $ — $ — Equities: U.S. indexes 1 6 6 — — Fixed income: Long duration strategy 2 1,376 — 1,376 — Intermediate duration securities 59 — 59 — Real Estate: U.K. 3 44 — — 44 Infrastructure: U.K. 4 81 — 81 — Total $ 1,572 $ 12 $ 1,516 $ 44 Common collective trust funds measured at net asset value as a practical expedient: Collective investment funds 5 $ 659 Total $ 2,231 1 Includes securities that are tracked in the S&P Smallcap 600 index. 2 Includes securities that are mainly investment grade obligations of issuers in the U.S. 3 Includes a fund which holds real estate properties in the U.K. 4 Includes funds that invest in global infrastructure for the UK Pension. 5 Includes the Standard & Poor's 500 Composite Stock Index, the Standard & Poor's MidCap 400 Composite Stock Index, a short-term investment fund which is a common collective trust vehicle, and other various asset classes. For securities that are quoted in active markets, the trustee/custodian determines fair value by applying securities’ prices obtained from its pricing vendors. For commingled funds that are not actively traded, the trustee applies pricing information provided by investment management firms to the unit quantities of such funds. Investment management firms employ their own pricing vendors to value the securities underlying each commingled fund. Underlying securities that are not actively traded derive their prices from investment managers, which in turn, employ vendors that use pricing models (e.g., discounted cash flow, comparables). The domestic defined benefit plans have no investment in our stock, except through the S&P 500 commingled trust index fund. 107 Table of Contents The trustee obtains estimated prices from vendors for securities that are not easily quotable and they are categorized accordingly as Level 3. The following table details further information on our plan assets where we have used significant unobservable inputs: (in millions) Level 3 Balance as of December 31, 2021 $ 44 Distributions ( 2 ) Gain (loss) ( 8 ) Balance as of December 31, 2022 $ 34 Pension Trusts’ Asset Allocations There are two pension trusts, one in the U.S. and one in the U.K. • The U.S. 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. 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. • The U.K. 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. The mix of assets is established after consideration of the long-term performance and risk characteristics of asset classes. Investments are selected based on their potential to enhance returns, preserve capital and reduce overall volatility. Holdings are diversified within each asset class. The portfolios employ a mix of index and actively managed equity strategies by market capitalization, style, geographic regions and economic sectors. The fixed income strategies include U.S. long duration securities, opportunistic fixed income securities and U.K. debt instruments. The short-term portfolio, whose primary goal is capital preservation for liquidity purposes, is composed of government and government-agency securities, uninvested cash, receivables and payables. The portfolios do not employ any financial leverage. U.S. Defined Contribution Plan Assets of the defined contribution plan in the U.S. consist primarily of investment options, which include actively managed equity, indexed equity, actively managed equity/bond funds, target date funds, S&P Global Inc. common stock, stable value and money market strategies. There is also a self-directed mutual fund investment option. The plan purchased 67,248 shares and sold 60,473 shares of S&P Global Inc. common stock in 2022 and purchased 107,651 shares and sold 160,415 shares of S&P Global Inc. common stock in 2021. 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. The plan received dividends on S&P Global Inc. common stock of $ 4.0 million and $ 3.8 million during the years ended December 31, 2022 and December 31, 2021, respectively. 8. 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 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 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 108 Table of Contents 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. • 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, 2022 2021 Shares available for granting 1 19.3 19.5 Options outstanding 0.2 0.3 Total shares reserved for issuance 19.5 19.8 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. Stock-based compensation expense and the corresponding tax benefit are as follows: (in millions) Year Ended December 31, 2022 2021 2020 Stock option expense $ — $ — $ — Restricted stock and other stock-based awards expense 214 122 90 Total stock-based compensation expense $ 214 $ 122 $ 90 Tax benefit $ 38 $ 20 $ 15 Stock Options Stock options may not be granted at a price less than the fair market value of our common stock on the date of grant. Stock options granted vest over a four-year service period and have a maximum term of 10 years. 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 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. 109 Table of Contents Stock option activity is as follows: (in millions, except per award amounts) Shares Weighted average exercise price Weighted-average remaining years of contractual term Aggregate intrinsic value Options outstanding as of December 31, 2021 0.3 $ 67.14 Assumed 1 — $ 97.29 Exercised ( 0.1 ) $ 80.88 Options outstanding as of December 31, 2022 0.2 $ 68.02 1.01 $ 67 Options exercisable as of December 31, 2022 0.2 $ 68.02 1.01 $ 67 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: (in millions) Year Ended December 31, 2022 2021 2020 Net cash proceeds from the exercise of stock options $ 7 $ 13 $ 16 Total intrinsic value of stock option exercises $ 13 $ 41 $ 60 Income tax benefit realized from stock option exercises $ 4 $ 11 $ 13 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 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 Balance as of December 31, 2021 0.5 $ 299.28 Assumed 0.9 $ 380.89 Granted 0.7 $ 384.65 Vested ( 0.4 ) $ 355.82 Forfeited ( 0.1 ) $ 372.36 Balance as of December 31, 2022 1.6 $ 364.50 Total unrecognized compensation expense related to restricted awards $ 132 Weighted-average years to be recognized over 1.5 Year Ended December 31, 2022 2021 2020 Weighted-average grant-date fair value per award $ 384.65 $ 296.49 $ 232.92 Total fair value of restricted stock and other stock-based awards vested $ 146 $ 243 $ 134 Tax benefit relating to restricted award activity $ 30 $ 48 $ 26 110 Table of Contents 9. Equity Capital Stock Two million shares of preferred stock, par value $ 1 per share, are authorized; none have been issued. 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 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. On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of 50 million shares (the “2013 Repurchase Program”), which was approximately 18 % of the total shares of our outstanding common stock at that time. Our purchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. As of December 31, 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. Under an ASR agreement, we pay a specified amount to the financial institution and receive an initial delivery of shares. This initial delivery of shares represents the minimum number of shares that we may receive under the agreement. Upon settlement of the ASR agreement, the financial institution delivers additional shares. The total number of shares ultimately delivered, and therefore the average price paid per share, is determined at the end of the applicable purchase period of each ASR agreement based on the volume weighted-average share price, less a discount. We account for our ASR agreements as two transactions: a stock purchase transaction and a forward stock purchase contract. The shares delivered under the ASR agreements resulted in a reduction of outstanding shares used to determine our weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share. The repurchased shares are held in Treasury. The forward stock purchase contracts were classified as equity instruments. 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: (in millions, except average price) ASR Agreement Initiation Date ASR Agreement Completion Date Initial Shares Delivered Additional Shares Delivered Total Number of Shares Purchased Average Price Paid Per Share Total Cash Utilized 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 $ 500 111 Table of Contents 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. 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. 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) Year Ended Total number of shares purchased Average price paid per share Total cash utilized December 31, 2020 0.5 $ 295.40 $ 161 During the year ended December 31, 2022, we purchased a total of 33.5 million shares for $ 12.0 billion of cash. During the year ended December 31, 2021, we did not use cash to purchase any shares. During the year ended December 31, 2020, we purchased a total of 4.0 million shares for $ 1,161 million of cash. During the fourth quarter of 2019, we repurchased shares for $ 3 million, which settled in the first quarter of 2020, resulting in $ 1,164 million of cash used to repurchase shares. Redeemable Noncontrolling Interests The agreement with the minority partners that own 27 % of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, CME Group and CME Group Index Services LLC (“CGIS”) has the right at any time to sell, and we are obligated to buy, at least 20 % of their share in S&P Dow Jones Indices LLC. In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group's and CGIS' minority interest. If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption. This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interest” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches. 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 112 Table of Contents 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. Any adjustments to the redemption value will impact retained income. Noncontrolling interests that do not contain such redemption features are presented in equity. Ch anges to redeemable noncontrolling interest during the year ended December 31, 2022 were as follows: (in millions) Balance as of December 31, 2021 $ 3,429 Net income attributable to redeemable noncontrolling interest 249 Equity contribution from redeemable noncontrolling intrerest 410 Distributions to noncontrolling interest ( 278 ) Redemption value adjustment ( 545 ) Other 1 2 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 The following table summarizes the changes in the components of accumulated other comprehensive loss for the year ended December 31, 2022: (in millions) Foreign Currency Translation Adjustments 1,3 Pension and Postretirement Benefit Plans 2 Unrealized Gain (Loss) on Cash Flow Hedges 3 Accumulated Other Comprehensive Loss Balance as of December 31, 2021 $ ( 336 ) $ ( 305 ) $ ( 200 ) $ ( 841 ) Other comprehensive (loss) income before reclassifications ( 250 ) ( 53 ) 236 ( 67 ) Reclassifications from accumulated other comprehensive income (loss) to net earnings 4 9 2 9 3 22 Net other comprehensive gain (loss) income ( 246 ) ( 44 ) 245 ( 45 ) Balance as of December 31, 2022 $ ( 582 ) $ ( 349 ) $ 45 $ ( 886 ) 1 Includes an unrealized gain related to our cross currency swaps. See note 6 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss. 2 Reflects amortization of net actuarial losses and is net of a tax benefit of $ 2 million for the year ended December 31, 2022. See Note 7 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings. 3 See Note 6 – Derivative Instruments for additional details of items reclassified from accumulated other comprehensive loss to net earnings. 10. Earnings per Share Basic earnings per common share (“EPS”) is computed by dividing net income attributable to the common shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in the same manner as basic EPS, except the number of shares is increased to include additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. Potential common shares consist primarily of stock options and restricted performance shares calculated using the treasury stock method. 113 Table of Contents The calculation for basic and diluted EPS is as follows: (in millions, except per share data) Year Ended December 31, 2022 2021 2020 Amount attributable to S&P Global Inc. common shareholders: Net income $ 3,248 $ 3,024 $ 2,339 Basic weighted-average number of common shares outstanding 316.9 240.8 241.0 Effect of stock options and other dilutive securities 1.6 1.0 1.1 Diluted weighted-average number of common shares outstanding 318.5 241.8 242.1 Earnings per share attributable to S&P Global Inc. common shareholders: Net income: Basic $ 10.25 $ 12.56 $ 9.71 Diluted $ 10.20 $ 12.51 $ 9.66 We have certain stock options and restricted performance shares that are potentially excluded from the computation of diluted EPS. The effect of the potential exercise of stock options is excluded when the average market price of our common stock is lower than the exercise price of the related option during the period or when a net loss exists because the effect would have been antidilutive. Additionally, restricted performance shares are excluded because the necessary vesting conditions had not been met or when a net loss exists. As of December 31, 2022 , 2021 and 2020, there were no stock options 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. 11. Restructuring We continuously evaluate our cost structure to identify cost savings associated with streamlining our management structure. Our 2022 and 2021 restructuring plans consisted of company-wide workforce reductions of approximately 1,440 and 30 positions, respectively, and are further detailed below. The charges for each restructuring plan are classified as selling and general expenses within the consolidated statements of income and the reserves are included in other current liabilities in the consolidated balance sheets. In certain circumstances, reserves are no longer needed because employees previously identified for separation resigned from the Company and did not receive severance or were reassigned due to circumstances not foreseen when the original plans were initiated. In these cases, we reverse reserves through the consolidated statements of income during the period when it is determined they are no longer needed. The initial restructuring charge recorded and the ending reserve balance as of December 31, 2022 by segment is as follows: 2022 Restructuring Plan 2021 Restructuring Plan (in millions) Initial Charge Recorded Ending Reserve Balance Initial Charge Recorded Ending Reserve Balance Market Intelligence $ 86 $ 59 $ 3 $ 2 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 $ 10 114 Table of Contents 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. 12. Segment and Geographic Information 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, 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 . A summary of operating results for the years ended December 31 is as follows: Revenue (in millions) 2022 2021 2020 Market Intelligence $ 3,811 $ 2,185 $ 2,046 Ratings 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 ( 169 ) ( 146 ) ( 137 ) Total revenue $ 11,181 $ 8,297 $ 7,442 Operating Profit (in millions) 2022 2021 2020 Market Intelligence 2 $ 2,488 $ 676 $ 569 Ratings 3 1,672 2,629 2,223 Commodity Insights 4 591 544 478 Mobility 5 213 — — Indices 6 927 798 666 Engineering Solutions 7 15 — — Total reportable segments 5,906 4,647 3,936 Corporate Unallocated expense 8 ( 989 ) ( 426 ) ( 319 ) Equity in Income on unconsolidated subsidiaries 9 27 — — 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, 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. 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 115 Table of Contents 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. 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. 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. 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) Market Intelligence Ratings Commodity Insights Mobility Indices Engineering Solutions Intersegment Elimination 1 Total 2022 1 Subscription $ 3,263 $ — $ 1,492 $ 888 $ 258 $ 300 $ — $ 6,201 Non-subscription / Transaction 163 1,241 126 254 — 23 — 1,807 Non-transaction — 1,809 — — — — ( 169 ) 1,640 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 Timing of revenue recognition Services transferred at a point in time $ 163 $ 1,241 $ 126 $ 254 $ — $ 23 $ — $ 1,807 Services transferred over time 3,648 1,809 1,559 888 1,339 300 ( 169 ) 9,374 Total revenue $ 3,811 $ 3,050 $ 1,685 $ 1,142 $ 1,339 $ 323 $ ( 169 ) $ 11,181 116 Table of Contents (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Engineering Solutions Intersegment Elimination 1 Total 2021 2 Subscription $ 2,131 $ — $ 933 $ — $ 191 $ — $ — $ 3,255 Non-subscription / Transaction 54 2,253 13 — — — — 2,320 Non-transaction — 1,844 — — — — ( 146 ) 1,698 Asset-linked fees — — — — 800 — — 800 Sales usage-based royalties — — 66 — 158 — — 224 Total revenue $ 2,185 $ 4,097 $ 1,012 $ — $ 1,149 $ — $ ( 146 ) $ 8,297 Timing of revenue recognition Services transferred at a point in time $ 54 $ 2,253 $ 13 $ — $ — $ — $ — $ 2,320 Services transferred over time 2,131 1,844 999 — 1,149 — ( 146 ) 5,977 Total revenue $ 2,185 $ 4,097 $ 1,012 $ — $ 1,149 $ — $ ( 146 ) $ 8,297 (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Engineering Solutions Intersegment Elimination 1 Total 2020 2 Subscription $ 1,991 $ — $ 869 $ — $ 177 $ — $ — $ 3,037 Non-subscription / Transaction 54 1,969 7 — — — — 2,030 Non-transaction — 1,637 — — — — ( 137 ) 1,500 Asset-linked fees 1 — — — 647 — — 648 Sales usage-based royalties — — 62 — 165 — — 227 Total revenue $ 2,046 $ 3,606 $ 938 $ — $ 989 $ — $ ( 137 ) $ 7,442 Timing of revenue recognition Services transferred at a point in time $ 54 $ 1,969 $ 7 $ — $ — $ — $ — $ 2,030 Services transferred over time 1,992 1,637 931 — 989 — ( 137 ) 5,412 Total revenue $ 2,046 $ 3,606 $ 938 $ — $ 989 $ — $ ( 137 ) $ 7,442 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 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. 117 Table of Contents Segment information for the years ended December 31 is as follows: (in millions) Depreciation & Amortization Capital Expenditures 2022 2021 2020 2022 2021 2020 Market Intelligence $ 509 $ 91 $ 101 $ 43 $ 12 $ 28 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 Corporate 21 19 39 7 1 4 Total $ 1,013 $ 178 $ 206 $ 89 $ 35 $ 76 Segment information as of December 31 is as follows: (in millions) Total Assets 2022 2021 Market Intelligence $ 29,852 $ 3,368 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 Corporate 1 4,127 7,697 Assets of businesses held for sale 2 1,298 321 Total $ 61,784 $ 15,026 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 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. We do not have operations in any foreign country that represent more than 8 % of our consolidated revenue. Transfers between geographic areas are recorded at agreed upon prices and intercompany revenue and profit are eliminated. No single customer accounted for more than 10 % of our consolidated revenue. 118 Table of Contents The following provides revenue and long-lived assets by geographic region: (in millions) Revenue Long-lived Assets Year ended December 31, December 31, 2022 2021 2020 2022 2021 U.S. $ 6,653 $ 5,012 $ 4,504 $ 13,539 $ 4,733 European region 2,597 1,995 1,769 39,007 463 Asia 1,246 874 782 76 85 Rest of the world 685 416 387 595 42 Total $ 11,181 $ 8,297 $ 7,442 $ 53,217 $ 5,323 Revenue Long-lived Assets Year ended December 31, December 31, 2022 2021 2020 2022 2021 U.S. 60 % 60 % 61 % 26 % 89 % European region 23 24 24 73 9 Asia 11 11 10 — 2 Rest of the world 6 5 5 1 — Total 100 % 100 % 100 % 100 % 100 % See Note 2 – Acquisitions and Divestitures and Note 11 – Restructuring , for actions that impacted the segment operating results. 13. Commitments and Contingencies Leases 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. The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of December 31, 2022 and 2021: 119 Table of Contents (in millions) 2022 2021 Balance Sheet Location Assets Right of use assets Lease right-of-use assets $ 423 $ 426 Liabilities Other current liabilities Current lease liabilities 118 96 Lease liabilities — non-current Non-current lease liabilities 577 492 The components of lease expense for the years ended December 31 are as follows: (in millions) 2022 2021 2020 Operating lease cost $ 147 $ 124 $ 144 Sublease income ( 5 ) ( 2 ) ( 6 ) Total lease cost $ 142 $ 122 $ 138 Supplemental information related to leases for the years ended December 31 are as follows: (in millions) 2022 2021 2020 Cash paid for amounts included in the measurement for operating lease liabilities Operating cash flows for operating leases 159 127 137 Right of use assets obtained in exchange for lease obligations Operating leases 6 29 8 Weighted-average remaining lease term and discount rate for our operating leases as of December 31 are as follows: 2022 2021 Weighted-average remaining lease term (years) 6.6 8.3 Weighted-average discount rate 3.17 % 3.59 % Maturities of lease liabilities for our operating leases are as follows: (in millions) 2023 $ 138 2024 114 2025 102 2026 88 2027 82 2028 and beyond 261 Total undiscounted lease payments $ 785 Less: Imputed interest 90 Present value of lease liabilities $ 695 Related Party Agreement In June of 2012, we entered into a license agreement (the "License Agreement") with the holder of S&P Dow Jones Indices LLC noncontrolling interest, CME Group, which replaced the 2005 license agreement between Indices and CME Group. Under the terms of the License Agreement, S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group's equity index products. During the years ended December 31, 2022, 2021 and 2020, S&P Dow Jones Indices LLC earned $ 170 million, $ 139 million and $ 149 million of revenue under the terms of the License Agreement, respectively. The entire amount of this revenue is included in our consolidated statement of income and the portion related to the 27 % noncontrolling interest is removed in net income attributable to noncontrolling interests. 120 Table of Contents Legal & Regulatory Matters 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. 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. A separate lawsuit was filed against the Company and a subsidiary of the Company in Australia on February 2, 2021 by two entities within the Basis Capital investment group. The lawsuits both relate to alleged investment losses in collateralized debt obligations rated by Ratings prior to the financial crisis. We can provide no assurance that we will not be obligated to pay significant amounts in order to resolve these matters on terms deemed acceptable. From time to time, the Company receives customer complaints, particularly, though not exclusively, in its Ratings and Indices segments. The Company believes it has strong contractual protections in the terms and conditions included in its arrangements with customers. Nonetheless, in the interest of managing customer relationships, the Company from time to time engages in dialogue with such customers in an effort to resolve such complaints, and if such complaints cannot be resolved through dialogue, may face litigation regarding such complaints. 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, antitrust matters and other matters, such as ESG. 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. Although S&P Global seeks to promptly address any compliance issues that it detects or that the staff of the SEC or another regulator raises, there can be no assurance that the SEC or another regulator will not seek remedies against S&P Global for one or more compliance deficiencies. Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could adversely impact our consolidated financial condition, cash flows, business or competitive position. In view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of such matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity (if any) restrictions may be. As a result, we cannot provide assurance that such outcomes will not have a material adverse effect on our consolidated financial condition, cash flows, business or competitive position. As litigation or the process to resolve pending matters progresses, as the case may be, we will continue to review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business or competitive position, which may require that we record liabilities in the consolidated financial statements in future periods. 121 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.