What changed in this filing

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Item 1. Business

2024-02-09 compared with 2023-02-10 · 74 added, 51 removed, 144 unchanged (46% of the section changed)

S&P Global Inc.

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

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

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.

and the automotive markets include manufacturers, suppliers, dealerships, service shops and consumers.

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

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Our Businesses

Our operations consist of 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”).

Our operations consist of five businesses:

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

As of May 2, 2023, we completed the sale of Engineering Solutions (“Engineering Solutions”), a provider of engineering standards and related technical knowledge, and the results are included through that date.

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

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

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

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

Market Intelligence

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

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

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

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

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

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

• Credit & Risk Solutions — commercial arm that sells Ratings’ credit ratings and related data and research, advanced analytics, and financial risk solutions which includes subscription-based offerings, RatingsXpress®, RatingsDirect® and Credit Analytics.

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

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

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

Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a

fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued.

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

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

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

Mobility includes the following business lines:

• Dealer — includes analytics to predict future buyers, targeted marketing, and vehicle history data to allow people to shop, buy, service and sell used cars;

• Manufacturing — includes insights, forecasts and advisory services spanning the entire automotive value chain, from product planning to marketing, sales and the aftermarket;

• Financial — includes reports and data feeds to support lenders and insurance companies .

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

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

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

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

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

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

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Engineering Solutions

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

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

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

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

As of May 2, 2023, we completed the sale of Engineering Solutions, a provider of engineering standards and related technical knowledge, and the results are included through that date.

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

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

Engineering Solutions’ revenue was generated primarily through the following sources:

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

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

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

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

(“KKR”) to sell our Engineering Solutions business for $975 million in cash, subject to customary purchase price adjustments.

We currently anticipate the divestiture to result in after-tax proceeds of approximately $750 million, which proceeds are expected to be used for share repurchases.

The agreement follows our announced intent in November of 2022 to divest the business.

Engineering Solutions became part of the Company following our merger with IHS Markit.

The transaction, which is subject to receipt of required regulatory approvals and satisfying other customary closing conditions, is expected to close by the end of the second quarter of 2023.

Segment and Geographic Data

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Among other things, this includes promoting an inclusive and performance-driven workplace culture with equitable opportunity for all;

managing the Company’s initiatives to attract, develop, engage and retain the high-quality talent needed to ensure S&P Global is equipped with the right skillsets and intellectual capital to deliver on current and future business needs;

managing the Company’s initiatives to attract, develop, engage and retain the high-quality talent needed to ensure the Company is equipped with the right skillsets and intellectual capital to deliver on current and future business needs;

and overseeing the design of the Company’s compensation, benefits and well-being programs.

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In 2023, we focused on delivering on the following strategic People priorities across the enterprise:

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

• Delivered a new, biennial, enterprise experience (Accelerate Progress LIVE:

Lead with Purpose) to further connect with our Company’s purpose and reflect on and celebrate the many ways purpose comes to life

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

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

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

• An executive DEI Council, co-chaired by our CEO and Chief Purpose Officer, directs and oversees our enterprise-wide DEI strategy, advancing and ensuring coordination and accountability for DEI programs across the organization.

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

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

and enhance accountability.

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

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

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

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

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

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

In connection with our commitment to create a diverse, equitable and inclusive workplace, we remain committed to fostering an environment where our people can bring their whole selves to work:

• Under the leadership of our Chief Purpose Officer, our enterprise DEI strategy is executed globally and addresses the local, regional and global needs of our workforce.

In partnership with the Executive Committee, regular updates are provided to align on strategy and prioritization, and to improve connectivity and create a defined and well-coordinated feedback loop between the Company’s Board of Directors, the Executive Committee, DEI team, People Resource Groups and people leaders.

These metrics are linked to short-term incentive compensation and help increase accountability for our DEI progress.

Key performance indicators include measuring the net change in the gender and racial/ethnic diversity of the Company’s employee population.

Additionally, we track and monitor employee sentiments on DEI through the annual VIBE employee engagement survey entitled VIBE.

• We connect colleagues across our organization through our People Resource Groups (PRGs).

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

United by intersectionality and shared purpose, our nine PRGs also provide community for our people across diverse backgrounds.

• To both attract and retain our pipeline of diverse talent, we have expanded our outreach and recruiting partnerships with associations and industry groups, select Historically Black Colleges and Universities (HBCUs) and Hispanic

Serving Institutions (HSIs).

We have enhanced our training globally to incorporate awareness of unconscious bias and inclusion, and expanded career mentoring and leadership development opportunities for diverse colleagues.

Learning and Development Programs

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

• Career Coaching - We launched a career coaching program, offering customized support through global career coaches, to empower people to take ownership of their career and help them navigate their career path and opportunities to grow within S&P Global.

• Career Coaching - We offer a career coaching program, providing customized support through global career coaches, to empower people to take ownership of their career and help them navigate their career path and opportunities to grow within the Company.

This approach to empower our people in their careers aligns to our performance management philosophy and processes and is reinforced across our suite of learning programs.

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

These programs use a variety of engagement types including in-person immersions, virtual cohorts, and self-guided on demand exercises.

• Learning for All – We have a centralized learning team that hosts personal and professional upskilling courses, available to all our people across the enterprise and in a variety of formats.

These offerings complement the efforts of our divisional and functional learning teams that provide product, client, and role-based skills training specific to their areas.

• Team Development – Our teams are at the heart of what we do at S&P Global, so we offer support and resources to help them stay connected with one another, navigate change, and continue to produce high-quality work.

We lead a variety of workshops focused on building and maintaining effective teams.

Competitive Compensation Programs

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

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

In 2023 we continued broadened initiatives to increase pay transparency, empowering our people leaders to manage pay conversations in an effort to continue attracting and retaining top talent.

Hybrid Work, Benefits, and Well-being

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

We focused on the well-being of our people aligned to our “people first” philosophy through expansion of our benefits offerings globally:

• Recharge, flexible and unlimited time off to balance your work and life in order to maximize the effectiveness of both.

2023 facility upgrades include:

snack and fruit options offered free of charge at all our global locations with healthful choices in mind;

menstruation products provided free of charge at all locations;

upgrades to nursing/wellness rooms, including hospital-grade Medela pump available in each office nursing room, as well as fridge, dimmable lighting, mirror, disinfectant wipes, and

hand moisturizer;

enhancements to prayer, contemplation and wellness rooms to include carpets, locks, storage (cubicles, racks, or cabinet), and updated signage to include multiple uses.

In November 2023, we announced an update to our global guidelines on working in the office, so people aligned to an office are expected to come in at least 2 days per week or 9 days per month starting January 2024.

We provided a two months’ transition period and a host of resources to help people plan for the transition and any adjustments they would need to make including dependent care, commuting, or other arrangements.

Recognizing that there will be circumstances and obligations that make virtual work a necessity for some of our people, we continue to offer the option of all-hybrid work for certain roles.

In 2024, we will introduce a flexible summer month, during which we will relax the expectation for in-office days.

We focus on the well-being of our people aligned to our “people first” philosophy through expansion of our benefits offerings globally:

• Recharge, flexible and unlimited time off to balance work and life in order to maximize the effectiveness of both.

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

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

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

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

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

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

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

Expanded paid compassion leave to include pregnancy loss and loss of a pet.

• Global Cancer Support secures the salary of any employee unable to work due to a diagnosis of cancer or other chronic disease or serious illness for up to one year, so they can stay focused on their treatment and recovery.

We offer well-being programs that enrich work-life experiences and help our people prioritize their mental, physical, financial, and social well-being.

Some of our inclusive benefits include:

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

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

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

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

• Financial well-being reimbursement for financial, tax, and estate planning.

• Enhanced Reproductive Wellness options including:

◦ Maven Parental Support to help improve parental health outcomes through equitable care with holistic, clinical support and coaching for pregnant employees and their partners.

◦ Maven Expressed Milk Shipping to help parents transition back to work by providing for the delivery of expressed milk home to baby.

◦ Fertility IQ/Menopause IQ:

Provides premier, on-demand digital education globally to support family building (Fertility IQ) and menopause topics (Menopause IQ).

• Educational Support Policy & Student Loan Reimbursement:

Subject to course of study, the Company will reimburse previously-approved tuition, registration/program fees and course-related books up to the country-specific amount.

The Company will match the amount an employee has been reimbursed for further education with an equal amount for a current student loan.

The sum of both amounts cannot exceed the country-specific annual maximum.

Retention and Engagement

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and that reflects our common corporate purpose and values.

In December 2023, we hosted “Accelerate Progress LIVE:

Lead with Purpose,” an enterprise-wide event exploring our company purpose, how our people contribute, and its impact on our customers.

This was the first of its kind event for the Company and was bookended with support for our leaders to reinforce the key messages.

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

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The information on our website is not, and shall not be deemed to be part hereof or incorporated into this or any of our filings with the Securities and Exchange Commission (“SEC”).

Access to more than 10 years of the Company's filings made with the SEC is available through the Company's Investor Relations website.

Go to http://investor.spglobal.com and click on the SEC Filings link.

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

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

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

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

What changed 10-K

Item 1. Business