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What changed in S&P Global's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of S&P Global's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+460 added−458 removedSource: 10-K (2024-02-09) vs 10-K (2023-02-10)

Top changes in S&P Global's 2023 10-K

460 paragraphs added · 458 removed · 346 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeSome 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.
Biggest changeSome of our inclusive benefits include: • 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.
Item 1. Business Overview 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.
Item 1. Business Overview 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 and automotive markets.
Engineering Solutions' revenue is generated primarily through the following sources: • Subscription revenue — primarily from subscriptions to our Product Design offerings providing standards, codes and specifications; applied technical reference; engineering journals, reports, best practices, and other vetted technical reference; and patents and patent applications, which includes Engineering Workbench; Goldfire's cognitive search and other advanced knowledge discovery capabilities that help pinpoint answers buried in enterprise systems and unstructured data enabling engineers and technical professionals to accelerate problem solving; and • Non-subscription revenue — primarily from retail transaction and consulting services.
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; applied technical reference; engineering journals, reports, best practices, and other vetted technical reference; and patents and patent applications, which includes Engineering Workbench; Goldfire’s cognitive search and other advanced knowledge discovery capabilities that help pinpoint answers buried in enterprise systems and unstructured data enabling engineers and technical professionals to accelerate problem solving; and • Non-subscription revenue — primarily from retail transaction and consulting services.
We focused on the well-being of our people aligned to our “people first” philosophy through expansion of our benefits offerings globally: • Recharge, flexible and unlimited time off to balance your work and life in order to maximize the effectiveness of both. • Parental leave of 26 weeks to bond with new arrivals. • 10 days of paid leave per calendar year to care for a close relative or loved one who has a serious illness or health condition. • sick leave for a minimum of 10 business days or your local statutory timeframe. • flexible paid compassion leave following the loss of a loved one, based on individual needs and circumstances. • three months’ pay to family members following the loss of an employee.
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 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.
In early 2022, most of our employees remained working from home and we introduced a new flexible return to office model via a phased approach called anchor-flex. This model was not mandated as a full return, rather defining regular days our people might be in the office and those where they would work virtually.
In early 2023, most of our employees remained working from home and we introduced a new flexible return to office model via a phased approach called anchor-flex. This model was not mandated as a full return, rather defining regular days our people might be in the office and those where they would work virtually.
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.
Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a 6 Table of Contents 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.
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; and overseeing the design of the Company’s compensation, benefits and well-being programs.
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 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.
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 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.
For online access, go to http://investor.spglobal.com. Requests for printed copies, free of charge, can be e-mailed to investor.relations@spglobal.com or mailed to Investor Relations, S&P Global Inc., 55 Water Street, New York, NY 10041-0001. Interested parties can also call Investor Relations toll-free at 866-436-8502 (domestic callers) or 212-438-2192 (international callers).
Requests for printed copies, free of charge, can be e-mailed to investor.relations@spglobal.com or mailed to Investor Relations, S&P Global Inc., 55 Water Street, New York, NY 10041-0001. Interested parties can also call Investor Relations toll-free at 866-436-8502 (domestic callers) or 212-438-2192 (international callers).
Our Global Markets Group offering delivers bookbuilding platforms across multiple assets including municipal bonds, equities and fixed income; and • Credit & Risk Solutions — commercial arm that sells Ratings' credit ratings and related data and research, advanced 6 Table of Contents analytics, and financial risk solutions which includes subscription-based offerings, RatingsXpress®, RatingsDirect® and Credit Analytics.
Our Global Markets Group offering delivers bookbuilding platforms across multiple assets including municipal bonds, equities and fixed income; and • 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.
This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as ESG and supply chain data analytics; • Enterprise Solutions — software and workflow solutions that help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements.
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 Environmental, Social and Governance (“ESG”) and supply chain data analytics; • Enterprise Solutions — software and workflow solutions that help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements.
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.
Specifically, Indices generates revenue from the following sources: • Investment vehicles — asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices' benchmarks that generate revenue through fees based on assets and underlying funds; • Exchange traded derivatives — generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges; • Index-related licensing fees — fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and • Data and customized index subscription fees — fees from supporting index fund management, portfolio analytics and research. 8 Table of Contents Engineering Solutions Engineering Solutions is a leading provider of engineering standards and related technical knowledge.
Specifically, Indices generates revenue from the following sources: • Investment vehicles — asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices’ benchmarks that generate revenue through fees based on assets and underlying funds; • Exchange traded derivatives — generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges; • Index-related licensing fees — fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and • Data and customized index subscription fees — fees from supporting index fund management, portfolio analytics and research. 8 Table of Contents Engineering Solutions 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.
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.
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; and the automotive markets include manufacturers, suppliers, dealerships, service shops and consumers.
As a result, the Board of Directors and the Compensation and Leadership Development Committee oversee and regularly engage with our CEO, Chief Purpose Officer, Chief Corporate Responsibility & Diversity Officer and other members of senior leadership on a broad range of people topics, including: culture and purpose; talent attraction and development; succession planning; compensation and benefits; diversity, equity and inclusion ("DEI"); workplace health, safety and well-being; and employee engagement and retention .
Board Oversight & Management Implementation of Human Capital Strategy Our Board of Directors and Company management view effective human capital management as critical to the Company’s ability to execute its strategy. 9 Table of Contents As a result, the Board of Directors and the Compensation and Leadership Development Committee oversee and regularly engage with our CEO, Chief Purpose Officer, Chief Corporate Responsibility & Diversity Officer and other members of senior leadership on a broad range of people topics, including: culture and purpose; talent attraction and development; succession planning; compensation and benefits; diversity, equity and inclusion ("DEI"); workplace health, safety and well-being; and employee engagement and retention.
S&P Global offers well-being programs that enrich work-life experiences and help our people prioritize their mental, physical, financial, and social wellbeing.
We offer well-being programs that enrich work-life experiences and help our people prioritize their mental, physical, financial, and social well-being.
Competitive Compensation Programs We believe compensation and recognition programs are critical to the overall people experience. Offering market competitive, people-centric and performance-driven compensation is key to our recruitment, talent management and retention strategies.
We lead a variety of workshops focused on building and maintaining effective teams. Competitive Compensation Programs We believe compensation and recognition programs are critical to the overall people experience. Offering market competitive, people-centric and performance-driven compensation is key to our recruitment, talent management and retention strategies.
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 Businesses 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”).
In 2022, 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 • Encourage career mobility and career development through career coaching and Thrive, our performance management experience • Improve diverse representation through hiring, advancement and retention, while continuing to raise awareness through DEI education • Attract and retain our people through recognition programs, learning opportunities, and fair compensation 10 Table of Contents To achieve our strategic people objectives, we support our employees through human capital management strategies that include diversity, equity and inclusion initiatives; learning and development programs; competitive compensation and benefits programs; hybrid work, benefits and well-being programs; and talent attraction, retention and engagement.
In 2023, we focused on delivering on the following strategic People priorities across the enterprise: • 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 • Improve diverse representation through hiring, advancement and retention, while continuing to raise awareness through DEI education • Attract and retain our people through recognition programs, learning opportunities, and fair compensation To achieve our strategic people objectives, we support our employees through human capital management strategies that include diversity, equity and inclusion initiatives; learning and development programs; competitive compensation and benefits programs; hybrid work, benefits and well-being programs; and talent attraction, retention and engagement.
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.
This was the first of its kind event for the Company and was bookended with support for our leaders to reinforce the key messages. 12 Table of Contents 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.
We provide a wide array of global training and learning programs to help employees expand their knowledge, skills and experience and guide career advancement, including: • 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. • 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.
We provide a wide array of global training and learning programs to help employees expand their knowledge, skills and experience and guide career advancement, including: • 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 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.
Commodity Insights revenue is generated primarily through the following sources: • Subscription revenue — primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products and software term licenses; 7 Table of Contents • Sales usage-based royalties — primarily from licensing our proprietary market price data and price assessments to commodity exchanges; and • Non-subscription revenue — conference sponsorship, consulting engagements, events, and perpetual software licenses.
Commodity Insights’ revenue is generated primarily through the following sources: • Subscription revenue — primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products and software term licenses; • Sales usage-based royalties — primarily from licensing our proprietary market price data and price assessments to commodity exchanges; and • Non-subscription revenue — conference sponsorship, consulting engagements, events, and perpetual software licenses. 7 Table of Contents Mobility 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.
Market Intelligence Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions. Market Intelligence's portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.
Market Intelligence’s portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.
In 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.
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. • 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.
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.
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. Market Intelligence Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions.
Recognizes level of proficiency and skill exhibited as compared to role requirements. • Annual Bonus as a cash reward acting as our main pay-for-performance vehicle through annual programs.
Our compensation program consists of a mix of: • Annual Salary where base pay is determined by role, scope, external market rate and internal parity relative to geographic location. Recognizes level of proficiency and skill exhibited as compared to role requirements. • Annual Bonus as a cash reward acting as our main pay-for-performance vehicle through annual programs.
Segment and Geographic Data The relative contribution of our reportable segments to operating revenue, operating profit, long-lived assets and geographic area for the three years ended December 31, 2022 are included in Note 12 – Segment and Geographic Information to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data , in this Annual Report on Form 10-K. 9 Table of Contents Human Capital As of December 31, 2022, we had approximately 39,950 permanent employees located worldwide, including around 21,750 in Asia, 11,750 in the U.S. and Canada, 5,700 in Europe, Middle East, and Africa, and 750 in Latin America.
Segment and Geographic Data The relative contribution of our reportable segments to operating revenue, operating profit, long-lived assets and geographic area for the three years ended December 31, 2023 are included in Note 12 – Segment and Geographic Information to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data , in this Annual Report on Form 10-K.
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.
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”). In addition, these filing are available to the public on the Commission’s website through their EDGAR filing system at www.sec.gov.
To reinforce management accountability, we also track employee survey scores in our enterprise and division balanced scorecards, with outcomes against survey engagement targets impacting short-term incentive outcomes. 12 Table of Contents Available Information S&P Global's investor relations website provides access to Annual Reports on Form 10-K, Proxy Statements, Quarterly Reports on Form 10-Q, current reports on Form 8-K, earnings releases and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.
Available Information S&P Global’s investor relations website provides access to Annual Reports on Form 10-K, Proxy Statements, Quarterly Reports on Form 10-Q, current reports on Form 8-K, earnings releases and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. For online access, go to http://investor.spglobal.com.
Indices’ mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative products, and provide investors with tools to monitor world markets. Indices derives revenue from asset-linked fees when investors direct funds into its proprietary designed or owned indexes, sales-usage based royalties of its indices, as well as data subscription arrangements.
Indices derives revenue from asset-linked fees when investors direct funds into its proprietary designed or owned indexes, sales-usage based royalties of its indices, as well as data subscription arrangements.
As a result, we strive to create a unified and inclusive workplace culture that promotes employee engagement, satisfaction and performance; and that reflects our common corporate purpose and values.
As a result, we strive to create a unified and inclusive workplace culture that promotes employee engagement, satisfaction, and performance; 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.
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 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.
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 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.
We are also including diversity and inclusion as an integral part of our Global Mobility strategy. Learning and Development Programs We support our employees in pursuing their professional goals with growing investments in personalized development.
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 We support our employees in pursuing their professional goals with growing investments in personalized development.
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 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 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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(“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.
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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.
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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.
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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; and • Financial — includes reports and data feeds to support lenders and insurance companies .
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Mobility 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.
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Human Capital As of December 31, 2023, we had approximately 40,450 permanent employees located worldwide, including around 22,450 in Asia, 11,550 in the U.S. and Canada, 5,600 in Europe, Middle East, and Africa, and 850 in Latin America.
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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.
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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.
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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.
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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 10 Table of Contents Serving Institutions (HSIs).
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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.
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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.
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Board Oversight & Management Implementation of Human Capital Strategy Our Board of Directors and Company management view effective human capital management as critical to the Company’s ability to execute its strategy.
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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.
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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.
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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.
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Our compensation program consists of a mix of: 11 Table of Contents • Annual Salary where base pay is determined by role, scope, external market rate and internal parity relative to geographic location.
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Throughout, we continued to promote health, safety and the welfare of our people. 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 11 Table of Contents 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.
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Throughout, we continued to promote health, safety and the welfare of our people.
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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.
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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.
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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.
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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.
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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.
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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.
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To reinforce management accountability, we also track employee survey scores in our enterprise and division balanced scorecards, with outcomes against survey engagement targets impacting short-term incentive outcomes.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur acquisitions, divestitures and other strategic transactions face difficulties, including, but not limited to, the following: ◦ the process of integration being more expensive or requiring more resources than anticipated; ◦ an acquisition changing the composition of our markets and product mix (for example, the Merger exposed us to the automotive industry and the upstream exploration and production industry), and difficulty gaining the skills necessary for such markets or products; ◦ delays or difficulties consolidating corporate and administrative infrastructures and eliminating duplicative operations, including issues in integrating financial reporting, information technology infrastructure, data and content management systems and product platforms, communications and other systems; 22 Table of Contents ◦ delays or difficulties harmonizing corporate cultures, operating practices, management philosophies, employee development and compensation programs, internal controls, compliance programs and other policies, procedures and processes; ◦ assuming unintended liabilities; ◦ unexpected regulatory and operating difficulties and expenditures; ◦ failure to maintain employee morale or retain key personnel of the current or acquired business; ◦ failure to retain existing business and operational relationships; ◦ difficulty coordinating geographically separate organizations, including consolidating offices; ◦ the impact of divestitures on our revenue growth being larger than projected due to greater dis-synergies or adverse effects on our overall product offerings than expected; ◦ divestitures requiring continued financial involvement in the divested business through continuing equity ownership, guarantees, indemnities or other financial obligations; ◦ incurring impairment charges or other losses related to divestitures; and ◦ diversion of management’s focus from other business operations. • Moreover, we may face regulatory challenges that impact our ability to conduct due diligence.
Biggest changeOur acquisitions, divestitures and other strategic transactions face difficulties, including, but not limited to, the following: ◦ the process of integration being more expensive or requiring more resources than anticipated; ◦ an acquisition changing the composition of our markets and product mix, and difficulty gaining the skills necessary for such markets or products; ◦ delays or difficulties consolidating corporate and administrative infrastructures and eliminating duplicative operations, including issues in integrating financial reporting, information technology infrastructure, data and content management systems and product platforms, communications and other systems; ◦ delays or difficulties harmonizing corporate cultures, operating practices, management philosophies, employee development and compensation programs, internal controls, compliance programs and other policies, procedures and processes; ◦ assuming unintended liabilities; ◦ unexpected regulatory and operating difficulties and expenditures, including regulatory challenges that impact our ability to conduct due diligence; ◦ failure to maintain employee morale or retain key personnel of the current or acquired business; ◦ failure to retain existing business and operational relationships; ◦ continuing operational or financial obligations that arise under transition services agreements requiring significant management and operational resources that limit our ability to fully implement cost reduction and efficiency initiatives or other aspects of our transition plans, or divert the management’s focus from other business operations; ◦ difficulty coordinating geographically separate organizations, including consolidating offices; ◦ the impact of divestitures on our revenue growth being larger than projected due to greater dis-synergies or adverse effects on our overall product offerings than expected; ◦ divestitures requiring continued financial involvement in the divested business through continuing equity ownership, guarantees, indemnities or other financial obligations; ◦ incurring impairment charges or other losses related to divestitures; and ◦ diversion of management’s focus from other business operations. • The failure of acquisitions, divestitures and other strategic transactions to perform as expected could have a material adverse effect on our business, financial condition or results of operations.
For instance, certain of our new processes require manual data entry or collection before they can be automated, which subjects them to greater risk of human error. We may also face unexpected challenges in execution that may require more management attention than expected, thus diverting 14 Table of Contents management time and energy from other businesses.
For instance, certain of our new processes require manual 14 Table of Contents data entry or collection before they can be automated, which subjects them to greater risk of human error. We may also face unexpected challenges in execution that may require more management attention than expected, thus diverting management time and energy from other businesses.
A significant increase in operating costs and expenses could have a material adverse effect on our profitability. • Our major expenditures include employee compensation and capital investments. • We offer competitive salary and benefit packages in order to attract and retain the quality employees required to grow and expand our businesses.
A significant increase in operating costs and expenses could have a material adverse effect on our profitability. • Our major expenditures include employee compensation and capital investments. • We offer competitive salary and benefit packages to attract and retain the quality employees required to grow and expand our businesses.
We rely heavily on network systems and the Internet and any failures or disruptions may adversely affect our ability to serve our customers. • Many of our products and services are delivered electronically, and our customers rely on our ability to process transactions rapidly and deliver substantial quantities of data on computer-based networks.
We rely heavily on network systems and the Internet and any failures or disruptions may adversely affect our ability to serve our customers. • Our products and services are delivered electronically, and our customers rely on our ability to process transactions rapidly and deliver substantial quantities of data on computer-based networks.
Such errors may exist during any part of a product’s life cycle and may persist notwithstanding testing and/or other quality assurance practices. Ineffective or insufficient collaboration within the Company increases the risk that such errors may not be detected.
Errors or defects may exist during any part of a product’s life cycle and may persist notwithstanding testing and/or other quality assurance practices. Ineffective or insufficient collaboration within the Company increases the risk that such errors or defects may not be detected.
Additional risks and uncertainties not presently known to us or which we currently believe to be immaterial may also impair our business operations. We operate in the capital, commodities, automotive and engineering markets.
Additional risks and uncertainties not presently known to us or which we currently believe to be immaterial may also impair our business operations. We operate in the capital, commodities, and automotive markets.
Our operations and infrastructure may malfunction or fail, which could have a material adverse effect on our business, financial condition or results of operations. • Our ability to conduct business may be materially and adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which we are located, including New York City, the location of our headquarters, and major cities worldwide in which we have offices. • This may include a disruption involving physical or technological infrastructure used by us or third parties with or through whom we conduct business, whether due to human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, intentional acts of vandalism, acts of terrorism, political unrest, war or otherwise.
Our operations and infrastructure may malfunction or fail, which could have a material adverse effect on our business, financial condition or results of operations. 16 Table of Contents • Our ability to conduct business may be materially and adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which we are located, including New York City, the location of our headquarters, and major cities worldwide in which we have offices. • This may include a disruption involving physical or technological infrastructure used by us or third parties with or through whom we conduct business, whether due to human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, intentional acts of vandalism, acts of terrorism, political unrest, war or otherwise.
As a result, we cannot 17 Table of Contents provide assurance that the outcome of the matters we are currently facing or that we may face in the future will not have a material adverse effect on our business, financial condition or results of operations. • As litigation or the process to resolve pending matters progresses, as the case may be, we continuously 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 and competitive position, which may require that we record liabilities in the consolidated financial statements in future periods. • Risks relating to legal proceedings may be heightened in foreign jurisdictions that lack the legal protections or liability standards comparable to those that exist in the U.S.
As a result, we cannot provide assurance that the outcome of the matters we are currently facing or that we may face in the future will not have a material adverse effect on our business, financial condition or results of operations. • As litigation or the process to resolve pending matters progresses, as the case may be, we continuously 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 and competitive position, which may require that we record liabilities in the consolidated financial statements in future periods. • Risks relating to legal proceedings may be heightened in foreign jurisdictions that lack the legal protections or liability standards comparable to those that exist in the U.S.
Some of our products and their related value are dependent upon updates from our data suppliers and most of our information and data products are dependent upon continuing access to historical and current data. • Many of our suppliers are also our competitors, and they could change the terms of the data and products that they supply to us in order to gain competitive advantage against us, which could materially harm our business. • We utilize certain information and data provided by third-party sources in a variety of ways, including information gathered by market participants and large volumes of data from certain stock exchanges around the world. • From time to time, the data from our suppliers has errors, is delayed, has design defects, is unavailable on acceptable terms or is not available at all.
Some of our products and their related value are dependent upon updates from our data suppliers and most of our information and data products are dependent upon continuing access to historical and current data. • Many of our suppliers are also our competitors, and they could change the terms of the data and products that they supply to us in order to gain competitive advantage against us, which could materially harm our business. • We utilize certain information and data provided by third-party sources in a variety of ways, including information gathered by market participants and large volumes of data from certain stock exchanges around the world. 23 Table of Contents • From time to time, the data from our suppliers has errors, is delayed, has design defects, is unavailable on acceptable terms or is not available at all.
Deploying products containing such errors may damage our reputation, and the costs associated with remediating such errors may have an impact on our profitability. • Any claim relating to our products, even one in which the outcome is ultimately favorable to us, involves a significant commitment of our management, personnel, financial and other resources and could have a negative impact on our reputation.
Deploying products containing such errors or defects may damage our reputation, and the costs associated with remediating such errors or defects may have an impact on our profitability. • Any claim relating to our products, even one in which the outcome is ultimately favorable to us, involves a significant commitment of our management, personnel, financial and other resources and could have a negative impact on our reputation.
The markets in which we operate are intensely competitive, and our inability to successfully compete could materially adversely affect our business, financial condition and results of operations. • The markets for credit ratings, financial research, market data and solutions, index-based products, automotive data, and commodities analytics and price assessments and related news and information about these markets are intensely competitive.
The markets in which we operate are intensely competitive, and our inability to successfully compete could materially adversely affect our business, financial condition and results of operations. • The markets for credit ratings, financial research, market data and solutions, index-based products, automotive data, commodities analytics and price assessments, ESG products and scores, and related news and information about these markets are intensely competitive.
Volatile capital markets, as well as changing investment styles, among other factors, may influence an investor’s decision to invest in and maintain an investment in an index-linked investment product. • Increases in interest rates or credit spreads, volatility in financial markets or the interest rate environment, significant political or economic events, defaults of significant issuers and other market and economic factors may negatively impact the general level of debt issuance, the debt issuance plans of certain categories of borrowers, the level of derivatives trading and/or the types of credit-sensitive products being offered, which have historically impacted our Ratings segment and portions of our Market Intelligence, Commodity Insights and Indices segments, and in the future could have a material adverse effect on our business, financial condition or results of operations. • Our Commodity Insights business is impacted by volatility in the commodities markets.
Volatile capital markets, as well as changing investment styles, among other factors, may influence an investor’s decision to invest in and maintain an investment in an index-linked investment product. • High or increasing interest rates or credit spreads, volatility in financial markets or the interest rate environment, significant political or economic events, defaults of significant issuers and other market and economic factors may negatively impact the general level of debt issuance, the debt issuance plans of certain categories of borrowers, the level of derivatives trading and/or the types of credit-sensitive products being offered, which impact our Ratings segment and portions of our Market Intelligence, Commodity Insights and Indices segments, and in the future could have a material adverse effect on our business, financial condition or results of operations. • Our Commodity Insights business is impacted by volatility in the commodities markets.
We may discover deficiencies in our design or implementation or maintenance of the new cloud-based systems that could adversely affect our business.
We may discover material deficiencies in our design or implementation or maintenance of the new cloud-based systems that could adversely affect our business.
We are facing increasing costs from our third-party service providers due to a number of reasons, including inflationary pressures and costs associated with the increasing complexity of the data we require. 23 Table of Contents • Although we believe we are prudent in our investment strategies and execution of our implementation plans, there is no assurance as to the ultimate recoverability or effectiveness of these investments. • A significant increase in any of the operating costs and expenses mentioned above could have a material adverse effect on our profitability.
We are facing increasing costs from our third-party service providers due to a number of reasons, including inflationary pressures and costs associated with the increasing complexity of the data we require. • Although we believe we are prudent in our investment strategies and execution of our implementation plans, there is no assurance as to the ultimate recoverability or effectiveness of these investments. • A significant increase in any of the operating costs and expenses mentioned above could have a material adverse effect on our profitability.
Exposure to litigation and government and regulatory proceedings, investigations and inquiries could have a material adverse effect on our business, financial condition or results of operations. • In the normal course of business, both in the U.S. and abroad, we and our subsidiaries are defendants in numerous legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries, as discussed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in this Annual Report on Form 10-K and in Note 13 - Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data , in this Annual Report on Form 10-K, and we face the risk that additional proceedings, investigations and inquiries will arise in the future. • Many of these proceedings, investigations and inquiries regularly relate to the activity of our Ratings, Indices, and Commodity Insights businesses.
Legal and Regulatory Risks Exposure to litigation and government and regulatory proceedings, investigations and inquiries (including market studies) could have a material adverse effect on our business, financial condition or results of operations. • In the normal course of business, both in the U.S. and abroad, we and our subsidiaries are defendants in numerous legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries (including market studies), as discussed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in this Annual Report on Form 10-K and in Note 13 – Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data , in this Annual Report on Form 10-K, and we face the risk that additional proceedings, investigations and inquiries (including market studies) will arise in the future. • Many of these proceedings, investigations and inquiries (including market studies) regularly relate to the activity of our Ratings, Indices, and Commodity Insights businesses.
Violations of such laws and regulations may result in fines and penalties, criminal sanctions, administrative remedies, or restrictions on business conduct that have a material adverse effect on our reputation, our ability to attract and retain employees, our business, financial condition or results of operations. 27 Table of Contents
Violations of such laws and regulations may result in fines and 26 Table of Contents penalties, criminal sanctions, administrative remedies, or restrictions on business conduct that have a material adverse effect on our reputation, our ability to attract and retain employees, our business, financial condition or results of operations.
In the event or any such disaster or other business continuity problem, we could experience 24 Table of Contents operational challenges with regard to particular areas of our operations, such as key executive officers or personnel, or we could be exposed to the operational challenges of our third-party service providers, over which we have no control, which could have a material adverse effect on our business. • We regularly assess and take steps to improve our existing business continuity plans and key management succession.
In the event of any such disaster or other business continuity problem, we could experience operational challenges with regard to particular areas of our operations, such as key executive officers or personnel, or we could be exposed to the operational challenges of our third-party service providers, over which we have no control, which could have a material adverse effect on our business. • We regularly assess and take steps to improve our existing business continuity plans and key management succession.
It is difficult to accurately assess the future impact of legislative and regulatory requirements on our business and our customers’ businesses, and they may affect Ratings’ communications with issuers as part of the rating assignment process, alter the manner in which Ratings’ ratings are developed, affect the manner in which Ratings or its customers or users of credit ratings operate, impact the demand for ratings and alter the economics of the credit ratings business.
It is difficult to accurately assess the future impact of legislative and regulatory requirements on our business and our customers’ businesses, and they may affect Ratings’ communications with issuers as part of the rating assignment process, alter the manner in which Ratings’ ratings are developed, affect the manner in which Ratings or its customers or users of credit ratings operate, impact the demand for our ratings or our other products and services and alter the economics of the credit ratings business.
Legal proceedings could become increasingly lengthy and there may be uncertainty over and exposure to liability.
Legal proceedings could become increasingly lengthy and there may be increased uncertainty over and exposure to liability.
Although we believe our products are enhanced by our analysis, tools and applications, if a large number of smaller customers or a critical number of larger customers choose to use these public sources as a substitute for our products or services, it could have a material adverse effect on our business, financial condition or results of operations.
Although we believe our products are enhanced by our analysis, tools, delivery mechanisms and applications, if a large number of smaller customers or a critical number of larger customers choose to use public sources as a substitute for our products or services, it could have a material adverse effect on our business, financial condition or results of operations.
Risks posed to our businesses, financial condition and results of operations from volatility in the financial and commodities markets that could result from such an event, including COVID-19, are described in the risk factor above entitled “Changes in the volume of securities issued and traded in domestic and/or global capital markets, asset levels and flows into investment products, changes in interest rates and volatility in the financial markets, and volatility in the commodities markets impact our business, financial condition or results of operations.” Actions taken by governments to stabilize the markets and support economic growth may not be sufficient to address the market dislocations or avert severe and prolonged reductions in economic activity.
Risks posed to our businesses, financial condition and results of operations from volatility in the financial and commodities markets that could result from such an event are described in the risk factor above entitled “ Changes in the volume of securities issued and traded in domestic and/or global capital markets, asset levels and flows into investment products, high interest rates, changes in interest rates and volatility in the financial markets, and volatility in the commodities markets impact our business, financial condition or results of operations .” Actions taken by governments to stabilize the markets and support economic growth may not be sufficient to address the market dislocations or avert severe and prolonged reductions in economic activity.
The cyber risks the Company faces range from cyber attacks common to most industries, to more sophisticated and targeted attacks, including attacks carried out by state-sponsored actors, intended to obtain unauthorized access to certain information or systems due in part to our prominence in the global marketplace, such as our ratings on debt issued by sovereigns and corporate issuers, our impending methodology changes in our benchmarks businesses, or the composition of our indices.
The cyber risks the Company faces range from cyber attacks common to most industries, to more sophisticated and targeted attacks, including attacks carried out by state-sponsored actors, intended to obtain 13 Table of Contents unauthorized access to certain information or information systems or networks due in part to our prominence in the global marketplace, such as our ratings on debt issued by sovereigns and corporate issuers, our impending methodology changes in our benchmarks businesses, or the composition of our indices.
These litigation risks are often difficult to assess or quantify and could have a material adverse effect on our business, financial condition or results of operations. • We may not have adequate insurance or reserves to cover these risks, and the existence and magnitude of these risks often remains unknown for substantial periods of time and could have a material adverse effect on our business, financial condition or results of operations.
These 17 Table of Contents litigation risks are often difficult to assess or quantify and could have a material adverse effect on our business, financial condition or results of operations. • We may not have adequate insurance or reserves to cover these risks, and the existence and magnitude of these risks often remains unknown for substantial periods of time and could have a material adverse effect on our business, financial condition or results of operations.
If we are less successful in our recruiting efforts, or if we are unable to attract or retain key employees, our ability to develop and deliver successful products and services or achieve strategic goals may be adversely affected, which could have a material adverse effect on our business and results of operations.
If we are less 21 Table of Contents successful in our recruiting efforts, or if we are unable to attract or retain key employees, our ability to develop and deliver successful products and services or achieve strategic goals may be adversely affected, which could have a material adverse effect on our business and results of operations.
Our ability to achieve anticipated results depends in part on our ability to defend our intellectual property rights against infringement and 15 Table of Contents misappropriation. Our business, financial condition or results of operations could be materially and adversely affected by inadequate or changing legal and technological protections for intellectual property and proprietary rights in some jurisdictions and markets.
Our ability to achieve anticipated results depends in part on our ability to defend our intellectual property rights against infringement and misappropriation. Our business, financial condition or results of operations could be materially and adversely affected by inadequate or changing legal and technological protections for intellectual property and proprietary rights in some jurisdictions and markets.
Changes in commodity price references, whether price assessments, benchmarks or the related trading activity in physical commodities and commodities derivatives, could have a material adverse effect on our financial position, results of operations and cash flows. • Increases in interest rates, volatility in financial markets or the interest rate environment, significant political or economic events, and other market and economic factors may impact the supply and demand for new and used vehicles, which could have a negative impact on our Mobility business. • Volatility in the automotive supply chain impacts production in the automotive industry, and could have an adverse effect on the revenue of our Mobility business. • Any weakness in the macroeconomic environment, including due to recession, inflation, increasing interest rates and other factors, could constrain customer budgets across the markets we serve, potentially leading to a reduction in their employee headcount and a decrease in demand for our subscription-based products. • The foregoing factors generally affect our performance and could have a material adverse effect on our business, financial condition or results of operations.
Changes in commodity price references, whether price assessments, benchmarks or the related trading activity in physical commodities and commodities derivatives, could have a material adverse effect on our financial position, results of operations and cash flows. • High or increasing interest rates, volatility in financial markets or the interest rate environment, significant political or economic events, and other market and economic factors may impact the supply and demand for new and used vehicles, which impacts our Mobility business. • Disruptions in the automotive supply chain impact production in the automotive industry and typically impact our Mobility business. • Any weakness in the macroeconomic environment, including due to recession, inflation, high or increasing interest rates and other factors, could constrain customer budgets across the markets we serve, potentially leading to a reduction in their employee headcount and a decrease in demand for our subscription-based products. • The foregoing factors generally affect our performance and could have a material adverse effect on our business, financial condition or results of operations.
Inability to attract and retain key qualified personnel could have a material adverse effect on our business and results of operations. 21 Table of Contents The development, maintenance, sale and support of our products and services are dependent upon the knowledge, experience and ability of our highly skilled, educated and trained employees.
Inability to attract and retain key qualified personnel could have a material adverse effect on our business and results of operations. The development, maintenance, sale and support of our products and services are dependent upon the knowledge, experience and ability of our highly skilled, educated and trained employees.
Notwithstanding our efforts, there can be no assurance that we will not suffer a material adverse effect resulting from vulnerabilities in widely deployed third-party software. • Misappropriation, improper modification, destruction, corruption or unavailability of our data and information, including personal data, due to cyber incidents, attacks or other security breaches, or the perception of such an occurrence, could damage our brand and reputation, result in litigation, regulatory actions, sanctions or other statutory penalties, lead to loss of customer confidence in our security measures and reliability, which would harm our ability to retain customers and gain new ones, result in financial losses that are either not insured against or not fully covered through any insurance maintained by us, and lead to increased expenses related to addressing or mitigating the risks associated with any such incidents. • We are exposed to additional cyber security risks as we continue our integration with IHS Markit Ltd.
Notwithstanding our efforts, there can be no assurance that we will not suffer a material adverse effect resulting from vulnerabilities in widely deployed third-party software. • Misappropriation, improper modification, destruction, corruption or unavailability of our data and information, including personal data, due to cyber incidents, attacks or other security breaches, or the perception of such an occurrence, could damage our brand and reputation, result in litigation, regulatory actions, sanctions or other statutory penalties, lead to loss of customer confidence in our security measures and reliability, which would harm our ability to retain customers and gain new ones, result in financial losses that are either not insured against or not fully covered through any insurance maintained by us, and lead to increased expenses related to addressing or mitigating the risks associated with any such incidents.
For example, we do business in a number of countries included on the Priority Watch List maintained by the Office of the United States Trade Representative which are currently thought to afford less protection to intellectual property rights generally than some other jurisdictions.
Additionally, we do business in a number of countries included on the Priority Watch List maintained by the Office of the United States Trade Representative which are currently thought to afford less protection to intellectual property rights generally than some other jurisdictions.
Any disruption to either the outsourced systems or the communication links between us and the outsourced supplier could negatively affect our ability to operate our data systems, and could impair our ability to provide services to our customers. • Enhancing existing products and developing new products often requires effective collaboration across various divisions, functions and business lines of the Company.
Disruptions to either the outsourced systems or the communication links between us and the outsourced supplier negatively affect our ability to operate our data systems, and impair our ability to provide services to our customers. • Enhancing existing products and developing new products often requires effective collaboration across various divisions, functions and business lines of the Company.
The restriction in human mobility caused by such an event, or the steps governments take to prevent or contain such an event (such as travel restrictions, social distancing, quarantines, shelter in place orders or business shutdowns), may negatively impact our operations, or the operations of our suppliers or customers, or may limit our ability to interact with customers and effectively maintain and grow our operations, including through securing new subscriptions and renewals.
The steps governments take to prevent or contain such an event (such as travel restrictions, social distancing, quarantines, shelter in place orders or business shutdowns) may negatively impact our operations, or the operations of our suppliers or customers, or may limit our ability to interact with customers and effectively maintain and grow our operations, including through securing new subscriptions and renewals.
Future legislation, regulatory reform or policy changes, such as financial services regulatory reform, energy or commodity-specific regulation, including oil, regulations related to pricing providers, sustainability, credit rating data, data privacy and cyber security, government-sponsored enterprise reform and increased infrastructure spending and significant changes in trade policy (including sanctions), could impact our business.
Future legislation, regulatory reform or policy changes, such as financial services regulatory reform, energy or commodity-specific regulation, including oil, regulations related to pricing providers, sustainability, credit rating data, data privacy, operational resilience and cyber security, tax regulations, AI, ESG, government-sponsored enterprise reform and increased infrastructure spending and significant changes in trade policy (including sanctions), could impact our business.
In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to our regulated activities, antitrust matters, and other matters, such as ESG. From time to time, we also face proceedings, investigations or inquiries related to tax matters.
In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to our regulated activities, antitrust matters, and other matters, such as environmental, social and governance (“ESG”) matters. From time to time, we also face proceedings, investigations or inquiries related to tax matters.
It is also possible that we could be prohibited from collecting or disseminating certain types of data, which could affect our ability to meet our customers’ needs. • We are also from time to time subject to, or face assertions that we are subject to, additional obligations relating to personal and other data by contract or due to assertions that self-regulatory obligations or industry standards apply to our practices.
It is also possible that we could be prohibited from collecting or disseminating certain types of data, which could affect our ability to meet our customers’ needs or require changes in our processes, technologies, and data management. • We are also from time to time subject to, or face assertions that we are subject to, additional obligations relating to personal and other data by contract or due to assertions that self-regulatory obligations or industry standards apply to our practices.
Changes in legislation, regulation or policy increase the likelihood that we will fail to appropriately adapt to changes in our compliance obligations, particularly when such changes happen abruptly, such as following a change in government.
Changes in legislation, regulation or policy increase the likelihood that we will fail to appropriately adapt to changes in our compliance obligations, 18 Table of Contents particularly when such changes happen abruptly, such as following a change in government.
There are currently a number of laws and regulations in the EU, the U.K., the U.S. and other jurisdictions in which we operate that have recently been adopted but not yet implemented or have been proposed or are being considered to which we or our clients will or may become subject, but at this time their impact on our business and results of operations remains uncertain.
There are currently a number of laws and regulations in jurisdictions in which we operate around the world that have recently been adopted but not yet implemented or have been proposed or are being considered to which we or our clients will or may become subject, but at this time their impact on our business and results of operations remains uncertain.
We may incur substantial additional indebtedness, including secured indebtedness, for many reasons, including to fund acquisitions. If we add additional indebtedness or other liabilities, the related risks that we face could intensify.
We may incur substantial additional indebtedness, including secured indebtedness, for many reasons, including to fund acquisitions. If we add additional indebtedness or other liabilities, the related risks that we face could intensify. 27 Table of Contents
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms, and issuers; the commodities 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.
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms, and issuers; the commodities markets include producers, traders and intermediaries within energy, petrochemicals, metals & steel and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and consumers.
Certain risk factors are applicable to certain of our individual segments while other risk factors are applicable Company-wide. Cybersecurity, Technology and Innovation Risks Our size, scale and role in the global markets puts us at greater risk for cyber attacks and other cyber-security risks.
Certain risk factors are applicable to certain of our individual segments while other risk factors are applicable Company-wide. Cybersecurity, Technology and Innovation Risks Our size, scale and role in the global markets increases our risk for cyber attacks and other cyber-security risks.
The negative impact of a pandemic, epidemic or public health crisis, such as COVID-19, on our clients could result in our products and services facing pricing pressure or delayed renewals, and challenges to new sales, which would in turn reduce revenue, ultimately impacting our results of operations.
The negative impact of a public health crisis on our clients could result in our products and services facing pricing pressure or delayed renewals, and challenges to new sales, which would in turn reduce revenue, ultimately impacting our results of operations.
Our inability to successfully recover should we or our third-party service providers experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability. • Should we or our third-party service providers experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, such as the ongoing military conflict between Russia and Ukraine, terrorist attack, outbreak of pandemic or contagious diseases, such as COVID-19, security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made disaster, our ability to continue to operate will depend, in part, on the availability of our or our third-party service provider’s personnel, our or our third-party service provider’s office facilities and the proper functioning of our or our third-party service provider’s computer, telecommunication and other related systems and operations.
Our inability to successfully recover should we or our third-party service providers experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability. • Should we or our third-party service providers experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, public health crisis (e.g., pandemic), security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made disaster, our ability to continue to operate will depend, in part, on the availability of our or our third-party service provider’s personnel, our or our third-party service provider’s office facilities and the proper functioning of our or our third-party service provider’s computer, telecommunication and other related systems and operations.
Our efforts to secure and plan for potential disruptions of our major operating systems may not be successful. • We rely on our information technology environment and certain critical databases, systems and applications to support key product and service offerings.
Our efforts to secure and plan for potential disruptions of our major operating systems may not be successful. • We rely on our information technology environment and certain critical databases, systems, applications and services (e.g. Amazon Web Services (“AWS”)) to support key product and service offerings.
These include, among others, risks relating to: ◦ economic and political conditions around the world, ◦ inflation, ◦ fluctuation in interest rates and currency exchange rates, ◦ limitations that foreign governments may impose on the conversion of currency or the payment of dividends or other remittances to us from our non-U.S. subsidiaries, ◦ differing accounting principles and standards, ◦ increases in taxes or changes in U.S. or foreign tax laws, 26 Table of Contents ◦ potential costs and difficulties in complying with a wide variety of foreign laws and regulations (including tax systems) administered by foreign government agencies, some of which may conflict with U.S. or other sources of law, ◦ changes in applicable laws and regulatory requirements, including data localization requirements, ◦ the possibility of nationalization, expropriation, price controls, withdrawal of licenses to operate, and other restrictive governmental actions, ◦ competition with local rating agencies that have greater familiarity, longer operating histories and/or support from local governments or other institutions, and ◦ civil unrest, protests, terrorism, unstable governments, geopolitical uncertainties and legal systems, and other factors.
These include, among others, risks relating to: ◦ economic and political conditions around the world, ◦ inflation, ◦ high interest rates or fluctuation in interest rates, currency exchange rates or commodities markets, ◦ limitations that foreign governments may impose on the conversion of currency or the payment of dividends or other remittances to us from our non-U.S. subsidiaries, ◦ differing accounting principles and standards, ◦ increases in taxes or changes in U.S. or foreign tax laws (for example, the Pillar Two international tax framework established by the Organisation for Economic Co-operation and Development, which includes a global minimum tax of 15%), ◦ potential costs and difficulties in complying with a wide variety of foreign laws and regulations (including tax systems) administered by foreign government agencies, some of which may conflict with U.S. or other sources of law, ◦ changes in applicable laws and regulatory requirements, including data localization requirements, ◦ the possibility of nationalization, expropriation, price controls, withdrawal of licenses to operate, and other restrictive governmental actions, ◦ competition with local rating agencies that have greater familiarity, longer operating histories and/or support from local governments or other institutions, and ◦ civil unrest, protests, terrorism, unstable governments, geopolitical uncertainties and legal systems, and other factors.
While such vulnerabilities have not resulted in a material adverse effect on the Company to date, they require us to devote 13 Table of Contents time and resources to remediation on a regular basis.
While such vulnerabilities have not resulted in a material adverse effect on the Company, they require us to devote time and resources to remediation on a regular basis.
We have faced significant regulatory and media scrutiny following prior periods of 25 Table of Contents volatility and economic uncertainty.
We have faced significant regulatory and media scrutiny following prior periods of volatility and economic uncertainty.
Further escalation of geopolitical tensions related to this military conflict and/or its expansion could result in increased volatility and disruption to the global economy and the markets in which we operate, thereby adversely impacting our business, financial condition or results of operations. 20 Table of Contents • Since a significant component of our credit-rating and issuance based revenue is transaction-based, and is essentially dependent on the number and dollar volume of debt securities issued in the capital markets, unfavorable financial or economic conditions that either reduce investor demand for debt securities or reduce issuers’ willingness or ability to issue such securities tend to reduce the number and dollar volume of debt issuances for which Ratings provides credit ratings. • Unfavorable financial or economic conditions that either reduce investor demand for debt or equity securities or reduce issuers’ willingness or ability to issue such securities negatively impact the revenue of certain business lines within Market Intelligence that are linked to debt and equity issuances. • Our Indices business is impacted by market volatility, asset levels or notional values of investment products based on our indices, and trading volumes of certain exchange traded derivatives.
Such conditions typically result in increased volatility and disruption to the global economy and the markets in which we operate, thereby adversely impacting our results of operations. • Since a significant component of our credit-rating and issuance based revenue is transaction-based, and is essentially dependent on the number and dollar volume of rated debt securities issued in the capital markets, unfavorable financial or economic conditions that either reduce investor demand for rated debt securities or reduce issuers’ willingness or ability to issue rated debt securities reduce the number and dollar volume of debt issuances for which Ratings provides credit ratings. • Unfavorable financial or economic conditions that either reduce investor demand for debt or equity securities or reduce issuers’ willingness or ability to issue such securities negatively impact the revenue of certain business lines within Market Intelligence that are linked to debt and equity issuances. • Our Indices business is impacted by market volatility, asset levels or notional values of investment products based on our indices, and trading volumes of certain exchange traded derivatives.
Any of these proceedings, investigations or inquiries impose additional expenses on the Company, require the attention of senior management, and could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could have a material adverse effect on our business, financial condition or results of operations. • In view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of the matters we are currently facing or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments or impact of activity restrictions may be.
Any of these proceedings, investigations or inquiries (including market studies) impose additional expenses on the Company, require the attention of senior management, and could ultimately result in adverse judgments, damages, fines, penalties, activity restrictions, reduced demand for our products and services, or negative impacts on our cash flows, which could have a material adverse effect on our business, financial condition or results of operations. • In view of the uncertainty inherent in litigation, government and regulatory enforcement matters, and changing political sentiments, we cannot predict the eventual outcome of the matters we are currently facing or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments or impact of activity restrictions may be.
Financial Conduct Authority (“FCA”), as well as regulators in other countries in which Ratings operates, have been reviewing the role of rating agencies and their processes and the need for greater oversight or regulations concerning the issuance of credit ratings or the activities of credit rating agencies.
Financial Conduct Authority (“FCA”), as well as regulators in other countries in which Ratings operates, have reviewed the role of rating agencies and their processes and the need for greater oversight or regulations concerning the issuance of credit ratings or the activities of credit rating agencies, and they may conduct such reviews in the future.
Although there has not been a cyber attack or data breach on the Company or its third-party service providers that has had a material adverse effect on the Company to date, there can be no assurance that there will not be a material adverse effect in the future. • In the ordinary course of business, we are exposed to vulnerabilities in widely deployed third-party software.
Although cyber attacks and data breaches on the Company and its third-party service providers have not had a material adverse effect on the Company, there can be no assurance that there will not be a material adverse effect in the future. • In the ordinary course of business, we are exposed to vulnerabilities in widely deployed third-party software.
Indices has taken steps to align its governance regime, control framework and operations with the Financial Benchmark Principles and engages an independent auditor to perform an annual reasonable assurance review of its adherence to the Financial Benchmark Principles. • The benchmark industry is subject to regulation in the EU (the “EU Benchmark Regulation”) and the U.K. (the “U.K.
Indices has taken steps to align its governance regime, control framework and operations with the Principles for Financial Benchmarks ("Financial Benchmark Principles") issued by IOSCO and engages an independent auditor to perform an annual reasonable assurance review of its adherence to the Financial Benchmark Principles. • Commodity Insights and Indices are subject to financial and commodity benchmark regulation in the EU (the “EU Benchmark Regulation”) and the U.K.
The foregoing and other unforeseen factors could also result in business being disrupted for a period of time as well as additional commitments of financial resources. • We are transitioning our technology to cloud-based infrastructure, which is complex, time consuming, and can involve substantial expenditures.
The foregoing and other unforeseen factors could also result in additional commitments of financial resources and business disruptions. • We are transitioning our technology to a cloud-based infrastructure, which is complex, time consuming, and involves substantial expenditures.
We take precautions to detect and prevent such activity, including implementing and training on insider trading policies for our employees and contractual obligations for our third-party vendors, but such precautions are not guaranteed to deter misconduct.
We take precautions to detect and prevent such activity, including training on insider trading policies for our employees, contractual obligations for our third-party vendors, and policies that require access restrictions for material non-public information, but such precautions are not guaranteed to deter misconduct.
The lack of strong patent and other intellectual property protection in such jurisdictions increases our vulnerability as regards unauthorized disclosure or use of our intellectual property and undermines our competitive position.
The lack of strong patent and other intellectual property protection in jurisdictions in which we operate increases our vulnerability regarding unauthorized disclosure or use of our intellectual property and undermines our competitive position.
Ratings, Market Intelligence, Commodity Insights, Indices and Mobility compete domestically and internationally on the basis of a number of factors, including the quality of their offerings, client service, reputation, price, geographic scope, range of products and technological innovation. • While our businesses face competition from traditional content and analytics providers (including exchanges), we also face competition from non-traditional providers, many of whom are our clients, such as asset managers, investment banks, private equity and technology-led companies that are adding content and analytics capabilities to their core businesses. • The competitive landscape may also experience consolidation in the form of mergers and acquisitions, joint ventures or strategic partnerships, which results in competitors that are better capitalized or that are able to gain a competitive advantage through synergies. • In addition, in some of the countries in which our businesses operate, governments have, and may in the future, provide financial or other support to locally-based competitors (particularly credit rating agencies) and have, and may from time to time in the future, establish official credit rating agencies, credit ratings criteria, benchmarks or benchmark providers, or procedures for evaluating local issuers. • If we are not able to successfully compete with our competitors, we may be required to significantly reduce the costs for our products or services, or we may lose significant market share, revenue or customers, which would materially adversely affect our business, financial condition and results of operations.
Our businesses compete domestically and internationally on the basis of a number of factors, including the quality of their offerings, client service, reputation, price, geographic scope, range of products and technological innovation. • While our businesses face competition from traditional content and analytics providers (including exchanges), we also face competition from non-traditional providers, many of whom are our clients, such as asset managers, investment banks, private equity and technology-led companies that are adding content and analytics capabilities to their core businesses. • The competitive landscape may also experience consolidation in the form of mergers and acquisitions, joint ventures or strategic partnerships, which results in competitors that are better capitalized or that are able to gain a competitive advantage through synergies. 22 Table of Contents • In addition, in some of the countries in which our businesses operate, governments have, and may in the future, provide financial or other support to locally-based competitors (particularly credit rating agencies) and have, and may from time to time in the future, establish official credit rating agencies, credit ratings criteria, benchmarks or benchmark providers, or procedures for evaluating local issuers. • Changes in the markets in which we compete may drive us to lower the fees we charge for our products and services in order to remain competitive.
Benchmark Regulation”) as well as the evolving regulation of financial and commodity benchmarks in other jurisdictions. Indices and Commodity Insights are both supervised by the Netherlands Authority for the Financial Markets for the EU Benchmark Regulation. Indices is also supervised by the Financial Conduct Authority for the U.K. Benchmark Regulation.
(the “U.K. Benchmark Regulation”) as well as increasing benchmark regulation in other jurisdictions. Indices and Commodity Insights are both supervised by the Dutch Authority for the Financial Markets for the EU Benchmark Regulation. Indices is also supervised by the FCA for the U.K. Benchmark Regulation.
The markets in which we operate continuously change to adapt to customer needs. Our inability to innovate and compete with new or enhanced products and services of our competitors could impact our profitability. We operate in highly competitive markets that continuously change to adapt to customer needs.
Our inability to innovate and compete with new or enhanced products and services of our competitors could impact our profitability. We operate in highly competitive markets that continuously change to adapt to customer needs. We could experience material threats to our existing businesses from the rise of new competitors due to the rapidly changing environment in which we operate.
The COVID-19 pandemic introduced, and future pandemics, epidemics and public health crises may introduce, volatility and uncertainty into the global financial and commodities markets and adverse general economic conditions.
Public health crises may introduce volatility and uncertainty into the global financial and commodities markets and adverse general economic conditions.
Business and Operational Risks Changes in the volume of securities issued and traded in domestic and/or global capital markets, asset levels and flows into investment products, changes in interest rates and volatility in the financial markets, and volatility in the commodities markets impact our business, financial condition or results of operations. • Our business is impacted by general economic conditions and volatility in the United States (the “U.S.”) and world commodity and financial markets. • Economic conditions and volatility across the globe are generally affected by negative or uncertain economic and political conditions.
In addition, such claims and lawsuits could have a material adverse effect on our business, financial condition or results of operations. 20 Table of Contents Business and Operational Risks Changes in the volume of securities issued and traded in domestic and/or global capital markets, asset levels and flows into investment products, high interest rates, changes in interest rates and volatility in the financial markets, and volatility in the commodities markets impact our business, financial condition or results of operations. • Our business is impacted by general economic conditions and volatility in the U.S. and world commodity and financial markets. • Economic conditions and volatility across the globe are generally affected by negative or uncertain economic and political conditions.
For example, in response to the ongoing military conflict between Russia and Ukraine, governments in the U.S., the EU, the United Kingdom (the “U.K.”), Canada and others have imposed financial and economic sanctions on certain industry segments and various parties in Russia and Belarus. We announced our suspension of commercial operations in Russia and Belarus in March 2022.
For example, in response to the ongoing military conflict between Russia and Ukraine, governments in the U.S., the EU, the U.K., Canada and others imposed financial and economic sanctions on certain industry segments and various parties in Russia and Belarus.
Each of these developments could increase the costs and legal risk associated with the issuance of credit ratings and may have a material adverse effect on our operations, profitability and competitiveness, the demand for credit ratings and the manner in which such ratings are utilized. • Additional information regarding rating agencies is provided under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report on Form 10-K. 18 Table of Contents Our Indices and Commodity Insights businesses are subject to new and evolving regulatory regimes in the EU, the U.K. and Australia and the potential for increased or changing regulations in the U.S. and elsewhere.
Each of these developments could materially increase the costs and legal risk associated with the issuance of our credit ratings or our other products and services and may have a material adverse effect on our operations, profitability and competitiveness, the demand for our credit ratings or our other products and services, and the manner in which our credit ratings are utilized. • Additional information regarding rating agencies is provided under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in this Annual Report on Form 10-K.
The law in these areas continues to develop and the changing nature of privacy and data protection laws in the U.S., the European Union (the “EU”), the People’s Republic of China and elsewhere could have a significant impact on our processing of personal and sensitive information of our employees, vendors and customers and other data. • Failure to comply with privacy and data protection requirements could result in significant penalties.
(including in an increasing number of U.S. states), the European Union (the “EU”), the People’s Republic of China and India, could have a significant impact on our processing of personal and sensitive information of our employees, vendors and customers and other data, and in turn, our business practices. • Failure to comply with privacy and data protection requirements could result in significant penalties.
Such volatility in our key markets, including the energy industry, has historically caused, and could in the future cause, reduced demand for our products, impacting our revenues and margins.
Such volatility in our key markets could cause reduced demand for our products, impacting our revenues and margins.
These new or enhanced offerings resulting from our investments sometimes do not, and may not in the future, achieve market acceptance, profit or the level of profitability that we have experienced historically.
In order to maintain a competitive position, we invest in innovation, new offerings and enhancements, including new ways to deliver our products and services. These new or enhanced offerings resulting from our investments sometimes do not, and may not in the future, achieve market acceptance, profit or the level of profitability that we expect or have experienced historically.
Our systems and those of our third-party service providers are exposed to risks related to cybersecurity and protection of confidential information, including material non-public information, which could have a material adverse effect on our business, financial condition or results of operations. • Our operations rely on the secure processing, storage and transmission of confidential, sensitive and other types of data and information in our computer systems and networks and those of our third-party vendors. • Our businesses often have access to material non-public information concerning the Company’s customers, including sovereigns, public and private companies, and other third parties around the world, the unauthorized disclosure of which could affect the trading markets for such customers’ securities and could damage such customers’ competitive positions.
Our information systems and networks and those of our third-party service providers are exposed to risks related to cybersecurity and protection of confidential information, including material non-public information, which could have a material adverse effect on our business, financial condition or results of operations. • Our operations rely on the secure processing, storage and transmission of confidential, sensitive and other types of data and information in our information systems and networks and those of our third-party service providers, including our vendors.
In addition, natural and man-made disasters, the outbreak of pandemic or contagious diseases, such as COVID-19, and military conflict, such as the ongoing military conflict between Russia and Ukraine, introduce volatility and uncertainty into the global capital and commodities markets and negatively impact general economic conditions.
In addition, natural and man-made disasters, public health crises (e.g., pandemics), and military conflict, such as the ongoing military conflicts between Russia and Ukraine and Israel and Hamas, introduce volatility and uncertainty into the global capital and commodities markets and negatively impact general economic conditions.
Any failures, negative publicity, investigations, or lawsuits that implicate the independence and integrity of our credit ratings, pricing and valuation services, benchmarks, and indices could result in a loss of confidence in the administration of these products and services and could harm our reputation and our business. • Negative perceptions or publicity, including with respect to our sustainability and corporate responsibility policies and practices, could damage our reputation with customers, prospects, regulators, and the public generally, which could negatively impact, among other things, our ability to attract and retain customers, employees and suppliers, as well as suitable candidates for acquisition or other combinations. • Our divisions are all actively engaged in analyzing and providing views on economic conditions, including assessing the impact of events that create volatility and economic uncertainty, such as the COVID-19 pandemic and the ongoing military conflict between Russia and Ukraine.
Any failures, negative publicity, investigations, or lawsuits that implicate the independence and integrity of our credit ratings, pricing and valuation services, benchmarks, and indices could result in a loss of confidence in the administration of these products and services and could harm our reputation and our business. • Negative perceptions or publicity could damage our reputation with customers, prospects, regulators, and the public generally, which in turn could negatively impact, among other things, our ability to attract and retain customers, employees and suppliers, as well as suitable candidates for acquisitions or other combinations.
Breaches of our or our third-party service providers’ systems and networks, whether from circumvention of security systems, denial-of-service attacks or other cyber attacks, hacking, computer viruses or malware, employee error, malfeasance, physical breaches or other actions, may cause material interruptions or malfunctions in our or such third-party service providers’ websites, applications or data processing, or may compromise the confidentiality and integrity of material information regarding us, our business or our customers.
Breaches of our or our third-party service providers’ (including our vendors’) information systems and networks may cause material interruptions or malfunctions in our or such third-party’s websites, applications or data processing, or may compromise the confidentiality and integrity of material information regarding us, our business or our customers.
Our expansion into and investments in new markets may not be successful, which could adversely impact our business, financial condition and results of operations. We believe there remains significant opportunity to expand our business into major geographic and product markets (including the People’s Republic of China, private equity and sustainability), and we are in the process of such expansion efforts.
We believe there remains significant opportunity to expand our business into major geographic and product markets (including sustainability, private markets and the People’s Republic of China), and we are in the process of such expansion efforts. Expansion into new markets requires significant levels of investment and attention from management.
This evolving regulatory landscape can increase our exposure, compliance risk and costs of doing business globally and therefore could have a material adverse effect on our business, financial condition or results of operations. • In addition to the extensive and evolving U.S. laws and regulations, foreign jurisdictions have taken measures to increase regulation of the financial services and commodities industries. • In October of 2012, IOSCO issued its Principles for Oil Price Reporting Agencies ("PRA Principles"), which IOSCO states are intended to enhance the reliability of oil price assessments that are referenced in derivative contracts subject to regulation by IOSCO members.
Our Indices and Commodity Insights businesses are subject to a global evolving regulatory landscape, which has and may continue to cause increased operating obligations, exposure, compliance risk and costs of doing business, and could have a material adverse effect on our business, financial condition or results of operations. • In addition to the extensive and evolving U.S. laws and regulations, foreign jurisdictions have taken measures to increase regulation of the financial services and commodities industries. • Commodity Insights has aligned its operations with the Principles for Oil Price Reporting Agencies ("PRA Principles") issued by IOSCO and, as recommended by IOSCO in its final report on the PRA Principles, has aligned to the PRA Principles for other commodities for which it publishes benchmarks.
Changing preferences could also have an adverse impact on the operations or financial condition of our customers, which could result in reduced revenues from those customers. We are also subject to risks relating to new or heightened climate change-related regulations or legislation, which could impact us and our customers and result in increased regulatory, compliance or operational costs.
We are also subject to risks relating to new or heightened climate change-related regulations or legislation, which could impact us and our customers and result in increased regulatory, compliance or operational costs. We are also subject to reputational risks relating to the perception of whether or not we are facilitating a migration away from fossil fuels.
In addition, there is increasing concern among certain privacy and data protection advocates and government regulators regarding marketing and privacy matters as well as data protection, particularly as they relate to individual privacy and perceived national security interests. • There has been increased public attention regarding the use of personal information and data transfer, accompanied by legislation and regulations intended to strengthen data protection, information security and consumer and personal privacy.
There is also increasing concern among certain privacy and data protection advocates, government regulators, litigators, and the press regarding marketing and privacy matters as well as data protection, particularly as they relate to individual privacy, threats to personal information, and perceived national security interests.
Our reputation, credibility, and brand are key assets and competitive advantages of our Company and our business may be affected by how we are perceived in the marketplace. • Our reputation, credibility, and the strength of our brand are key competitive strengths. • Given our role in the financial, commodities and automotive markets, our ability to attract and retain customers is uniquely affected by external perceptions of our reputation, credibility, and brand. • We provide credit ratings, pricing and valuation services, benchmark products, and indices, many of which depend on contributions or inputs from third parties or market participants.
However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and result in material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability. 24 Table of Contents Our reputation, credibility, and brand are key assets and competitive advantages of our Company and our business may be affected by how we are perceived in the marketplace. • Our reputation, credibility, and the strength of our brand are key competitive strengths. • Given our role in the financial, commodities and automotive markets, our ability to attract and retain customers is uniquely affected by external perceptions of our reputation, credibility, and brand. • We provide credit ratings, pricing and valuation services, benchmark products, ESG scores and indices, many of which depend on contributions or inputs from third parties or market participants.
In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and advances in public cloud computing and open source software is expected to continue. Public sources of free or relatively inexpensive information can reduce demand for our products and services.
In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and advances in public cloud computing and open source software is expected to continue. Moreover, generative artificial intelligence (“AI”) may be used in a way that significantly increases access to publicly available free or relatively inexpensive information.
We are currently facing increased compensation costs, which have been influenced by strong competition for employees within our markets and the current inflationary pressures. • We make significant investments in information technology data centers and other technology initiatives and we cannot provide assurances that such investments will result in increased revenues. • We rely on data provided by third-party data suppliers for a variety of our products and we rely significantly on Amazon Web Services (“AWS”) to provide, develop and maintain our cloud infrastructure.
Compensation costs are influenced by general economic factors, including but not limited to changes in the cost of health insurance, post-retirement benefits, inflation, trends specific to the skill sets required for our workforce, and the amount of competition for qualified employees within our markets. • We make significant investments in information technology data centers and other technology initiatives and we cannot provide assurances that such investments will result in increased revenues. • We rely on data provided by third-party data suppliers for a variety of our products and we rely significantly on AWS to provide, develop and maintain our cloud infrastructure.
However, the length and impact of the ongoing military conflict is highly unpredictable, and its continuation, or further escalation, could have additional adverse impacts our business, financial condition or results of operations. • Additional international trade restraints may be promulgated at any time and may require changes to our operations and increase our risk of noncompliance. • Failure to comply with these laws and regulations can result in significant fines and penalties and related material adverse effects on our reputation, business, financial condition and results of operations.
We announced our suspension of commercial operations in Russia and Belarus in March 2022, which impacted revenue, particularly in Commodity Insights. • Additional international trade restraints may be promulgated at any time and may require changes to our operations and increase our risk of noncompliance. • Failure to comply with these laws and regulations can result in significant fines and penalties and related material adverse effects on our reputation, business, financial condition and results of operations.
Demand could also be reduced as a result of cost-cutting initiatives at certain companies and organizations.
Public sources of free or relatively inexpensive information can reduce demand for our products and services. Demand could also be reduced as a result of cost-cutting initiatives at certain companies and organizations.
The businesses conducted by Ratings are in certain cases regulated under the Credit Rating Agency Reform Act of 2006 (the “Reform Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the U.S.
The businesses conducted by Ratings are regulated under the laws of various jurisdictions around the world, including the Credit Rating Agency Reform Act of 2006, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the U.S. Securities Exchange Act of 1934, the EU’s credit rating agency regulation, and the U.K.’s credit rating agency regulation. • The U.S.
Other laws, regulations and rules relating to credit rating agencies are being considered by local, national and multinational bodies and are likely to continue to be considered in the future, including provisions seeking to reduce regulatory and investor reliance on credit ratings, and liability standards applicable to credit rating agencies. • These laws and regulations, and any other similar future rule-making, could result in reduced demand for credit ratings and increased costs, which we may be unable to pass through to customers.
Other laws, regulations and rules relating to credit rating agencies are from time to time considered by local, national and multinational bodies and are likely to continue to be considered in the future, including, for example, provisions seeking to reduce regulatory and investor reliance on credit ratings or to increase competition among credit rating agencies, provisions regarding remuneration and rotation of credit rating agencies, and liability standards applicable to credit rating agencies.
Because we operate globally and have significant businesses in many markets, increased volatility or an economic slowdown in any of those markets have adversely affected and could in the future adversely affect our results of operations.
Volatile, negative or uncertain economic and political conditions in our significant markets typically undermine business confidence in our significant markets or in other markets, which are increasingly interdependent. Because we operate globally and have significant businesses in many markets, increased volatility or an economic slowdown in any of those markets typically adversely affects our results of operations.
We use open source software in our technology, most often as small components within a larger product or service. Open source code is also contained in some third-party software we rely on. The terms of many open source licenses are ambiguous and have not been interpreted by U.S. or other courts.
Our use of open source software could result in litigation or impose unanticipated restrictions on our ability to commercialize our products and services. We use open source software in our technology, most often as small components within a larger product or service. Open source code is also contained in some third-party software we rely on.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters are located in leased premises located at 55 Water Street, New York, NY 10041. We lease office facilities at 172 locations; 43 are in the U.S. In addition, we own real property at 7 locations, of which 2 are in the U.S.
Biggest changeItem 2. Properties Our corporate headquarters are located in leased premises located at 55 Water Street, New York, NY 10041. We lease office facilities at 135 locations; 39 are in the U.S. In addition, we own real property at 6 locations, of which 2 are in the U.S.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

11 edited+4 added−2 removed2 unchanged
Biggest changeSteenbergen 53 Executive Vice President, Chief Financial Officer Market Intelligence Adam Kansler 53 President, S&P Global Market Intelligence Ratings Martina L. Cheung 47 President, S&P Global Ratings Commodity Insights Saugata Saha 47 President, S&P Global Commodity Insights Mobility Edouard Tavernier 47 President, S&P Global Mobility Indices Dan Draper 54 Chief Executive Officer, S&P Dow Jones Indices S&P Global Functions S.
Biggest changeCheung 48 President, S&P Global Ratings Commodity Insights Saugata Saha 48 President, S&P Global Commodity Insights Mobility Edouard Tavernier 50 President, S&P Global Mobility Indices Dan Draper 55 Chief Executive Officer, S&P Dow Jones Indices S&P Global Functions S. Swamy Kocherlakota 57 Executive Vice President, Chief Digital Solutions Officer Steven J.
Kansler , prior to becoming President, S&P Global Market Intelligence on February 28, 2022, was Executive Vice President of IHS Markit and President of IHS Markit’s Financial Services segment since 2016. Mr. Kemps , prior to becoming Executive Vice President, Chief Legal Officer, served as Executive Vice President, General Counsel since August 2016 at S&P Global.
Kansler , prior to becoming President, S&P Global Market Intelligence on February 28, 2022, was Executive Vice President of IHS Markit and President of IHS Markit’s Financial Services segment since 2016. Mr. Kemps , prior to becoming Executive Vice President, Chief Legal Officer, served as Executive Vice President, General Counsel since August 2016 at S&P Global. Mr.
Moore , prior to becoming Executive Vice President, Global Head of Strategy, M&A and Partnerships on February 28, 2022, led IHS Markit’s European credit business and global loan business. 29 Table of Contents Mr.
Moore , prior to becoming Executive Vice President, Global Head of Strategy, M&A and Partnerships on February 28, 2022, led IHS Markit’s European credit business and global loan business. 30 Table of Contents Mr.
Prior to that he was senior vice president of Transportation since 2016. 30 Table of Contents PART II
Prior to that he was senior vice president of Transportation since 2016. 31 Table of Contents PART II
Kocherlakota , prior to becoming Executive Vice President, Chief Information Officer on January 13, 2020, was Chief Information Officer since January 1, 2018, and was Global Head of Infrastructure & Cloud and Enterprise Services since July, 2017. Ms.
Kocherlakota , prior to becoming Executive Vice President, Chief Digital Solutions Officer on December 12, 2023, was Executive Vice President, Chief Information Officer since January 13, 2020, was Chief Information Officer since January 1, 2018, and was Global Head of Infrastructure & Cloud and Enterprise Services since July, 2017. Ms.
Steenbergen , prior to becoming Executive Vice President and Chief Financial Officer at S&P Global in November 2016, was Executive Vice President and Chief Financial Officer of Voya Financial, Inc. Mr. Tavernier , prior to becoming President, S&P Global Mobility on February 28, 2022, was Executive Vice President of IHS Markit and President of its Transportation segment since 2019.
Steenbergen has served as Executive Vice President and Chief Financial Officer at S&P Global since November 2016. Mr. Tavernier , prior to becoming President, S&P Global Mobility on February 28, 2022, was Executive Vice President of IHS Markit and President of its Transportation segment since 2019.
Peterson , prior to becoming President and Chief Executive Officer on November 1, 2013, was President of S&P Global Ratings (then known as Standard & Poor's Ratings Services) since 2011. Prior to that, he was Chief Operating Officer of Citibank, NA. Mr.
Peterson , prior to becoming President and Chief Executive Officer on November 1, 2013, was President of S&P Global Ratings (then known as Standard & Poor's Ratings Services) since 2 011. Mr.
Item 4. Mine Safety Disclosures Not applicable. 28 Table of Contents Information about our Executive Officers The following individuals are the executive officers of the Company: Name Age Position Douglas L. Peterson 64 President and Chief Executive Officer Ewout L.
Item 4. Mine Safety Disclosures Not applicable. 29 Table of Contents Information about our Executive Officers The following individuals are the executive officers of the Company: Name Age Position Douglas L. Peterson 65 President and Chief Executive Officer Ewout L. Steenbergen 54 Executive Vice President, Chief Financial Officer Christopher F.
She was also Head of S&P Global Sustainable1 and continues to support Sustainable1 as the S&P Global Operating Committee executive sponsor. Mr. Draper , prior to becoming Chief Executive Officer at S&P Dow Jones Indices on June 15, 2020, served as Managing Director & Global Head of Exchange Traded Funds at Invesco Distributors Inc. since June 2013. Mr.
Draper , prior to becoming Chief Executive Officer at S&P Dow Jones Indices on June 15, 2020, served as Managing Director & Global Head of Exchange Traded Funds at Invesco Distributors Inc. since June 2013. Mr.
Swamy Kocherlakota 56 Executive Vice President, Chief Information Officer Steven J. Kemps 58 Executive Vice President, Chief Legal Officer Nancy J. Luquette 57 Executive Vice President, Chief Risk & Compliance Officer Dimitra Manis 57 Executive Vice President, Chief Purpose Officer Sally Moore 47 Executive Vice President, Global Head of Strategy, M&A and Partnerships Ms.
Kemps 59 Executive Vice President, Chief Legal Officer Dimitra Manis 58 Executive Vice President, Chief Purpose Officer Sally Moore 48 Executive Vice President, Global Head of Strategy, M&A and Partnerships Ms.
Ms. Manis , prior to becoming Executive Vice President, Chief Purpose Officer, served as Executive Vice President, Chief People Officer since May 15, 2018 at S&P Global, and was the Chief Human Resources Officer for Revlon Inc. since 2017. Prior to joining Revlon, she served as Senior Vice President for Global Talent at Estée Lauder Companies. Ms.
Manis , prior to becoming Executive Vice President, Chief Purpose Officer, served as Executive Vice President, Chief People Officer since May 15, 2018 at S&P Globa l. Ms.
Removed
He served as Executive Vice President and General Counsel at Quanta Services, where he oversaw all legal affairs and advised the business on regulatory, ethical and compliance matters. Mr.
Added
Craig 50 Interim Chief Financial Officer (effective February 12, 2024) Market Intelligence Adam Kansler 54 President, S&P Global Market Intelligence Ratings Martina L.
Removed
Luquette , prior to becoming Executive Vice President, Chief Risk & Compliance Officer on January 9, 2020, was Senior Vice President, Chief Risk & Audit Executive for S&P Global since June 2016, and prior to that was the Chief Audit Executive for the Company, in which capacity she led the S&P Global Internal Audit function and the Ratings Risk Review function for S&P Global Ratings.
Added
She was also Head of S&P Global Sustainable1 and continues to support Sustainable1 as the S&P Global Operating Committee executive sponsor. Mr. Craig will begin serving as Interim Chief Financial Officer on February 12, 2024. Mr.
Added
Craig currently serves as Senior Vice President, Controller and Chief Accounting Officer, and he will continue serving in this role until such time as a new Chief Financial Officer is appointed. Prior to becoming the Company's Senior Vice President, Controller and Chief Accounting Officer on September 7, 2018, Mr.
Added
Craig served as Vice President, Assistant Controller of the Company and prior to that as Senior Director, Technical Accounting and Policy. Mr. Craig joined the Company in 2010. Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

201 edited+62 added−62 removed118 unchanged
Biggest changeGAAP, and may not be defined and calculated by other companies in the same manner. 43 Table of Contents The table below reconciles segment operating profit to total operating profit: (in millions) Year ended December 31, % Change 2022 2021 2020 ’22 vs ’21 ’21 vs ’20 Market Intelligence 1 $ 2,488 $ 676 $ 569 N/M 19% Ratings 2 1,672 2,629 2,223 (36)% 18% Commodity Insights 3 591 544 478 9% 14% Mobility 4 213 — — N/M N/M Indices 5 927 798 666 16% 20% Engineering Solutions 6 15 — — N/M N/M Total segment operating profit 5,906 4,647 3,936 27% 18% Corporate Unallocated expense 7 (989) (426) (319) N/M (33)% Equity in Income on Unconsolidated Subsidiaries 8 27 — — N/M N/M Total operating profit $ 4,944 $ 4,221 $ 3,617 17% 17% N/M - Represents a change equal to or in excess of 100% or not meaningful 1 2022 includes a gain on disposition of $1.8 billion, employee severance charges of $90 million, IHS Markit merger costs of $35 million and acquisition-related costs of $2 million. 2021 includes acquisition-related costs of $2 million. 2021 and 2020 include employee severance charges of $3 million and $27 million, respectively, a gain on dispositions of $3 million and $12 million, respectively, and lease-related costs of $1 million and $3 million, respectively. 2022, 2021, and 2020 includes amortization of intangibles from acquisitions of $474 million, $65 million and $76 million, respectively. 2 2022 includes employee severance charges of $24 million, legal costs of $5 million and an asset write-off of $1 million. 2021 includes a gain on disposition of $6 million, employee severance charges of $3 million and recovery of lease-related costs of $4 million. 2020 includes a technology-related impairment charge of $11 million, lease-related costs of $5 million and employee severance charges of $4 million. 2022, 2021, and 2020, include amortization of intangibles from acquisitions of $7 million, $10 million and $7 million, respectively. 3 2022 includes employee severance charges of $45 million and IHS Markit merger costs of $26 million. 2021 includes recovery of lease-related costs of $2 million. 2020 includes employee severance charges of $11 million and lease-related costs of $2 million. 2022, 2021 and 2020 includes amortization of intangibles from acquisitions of $111 million, $8 million, and $9 million. 4 2022 includes an acquisition-related benefit of $14 million, employee severance charges of $4 million, IHS Markit merger costs of $3 million and amortization of intangibles from acquisitions of $241 million. 5 2022 includes a gain on disposition of $52 million, employee severance charges of $14 million and IHS Markit merger costs of $2 million. 2021 includes recovery of lease-related costs of $1 million. 2020 includes employee severance charges of $5 million, a lease impairment charge of $4 million, a technology-related impairment charge of $2 million and lease-related costs of $1 million. 2022, 2021 and 2020 includes amortization of intangibles from acquisitions of $31 million, $6 million and $6 million, respectively. 6 2022 includes employee severance charges of 4 million and amortization of intangibles from acquisition s of $35 million. 7 2022 includes IHS Markit merger costs of $553 million, a S&P Foundation grant of $200 million, employee severance charges of $107 million, a gain on acquisition of $10 million, an asset impairment of $9 million, acquisition-related costs of $8 million, disposition-related costs of $24 million, lease impairments of $5 million and an asset write-off of $3 million. 2021 and 2020 includes IHS Markit merger costs of $249 million and $24 million, respectively. 2021 and 2020 include employee severance charges of $13 million and $19 million, respectively, lease impairments of $3 million and $116 million, respectively, and Kensho retention related expenses of $2 million, and $12 million, respectively. 2021 includes lease-related costs of $4 million, acquisition-related costs of $2 million and a gain on disposition of $2 million. 2020 includes a gain related to an acquisition of $1 million.
Biggest changeThe table below reconciles segment operating profit to total operating profit: (in millions) Year ended December 31, % Change 2023 2022 2021 ’23 vs ’22 ’22 vs ’21 Market Intelligence 1 $ 714 $ 2,488 $ 676 (71)% N/M Ratings 2 1,864 1,672 2,629 11% (36)% Commodity Insights 3 704 591 544 19% 9% Mobility 4 260 213 — 22% N/M Indices 5 925 927 798 —% 16% Engineering Solutions 6 19 15 — 24% N/M Total segment operating profit 4,486 5,906 4,647 (24)% 27% Corporate Unallocated expense 7 (502) (989) (426) 49% N/M Equity in Income on Unconsolidated Subsidiaries 8 36 27 — 33% N/M Total operating profit $ 4,020 $ 4,944 $ 4,221 (19)% 17% N/M - Represents a change equal to or in excess of 100% or not meaningful 1 2023 includes employee severance charges of $90 million, acquisition-related costs of $69 million, IHS Markit merger costs of $49 million, a gain on disposition of $46 million, an asset impairment of $5 million and an asset write-off of $1 million. 2022 includes a gain on disposition of $1.8 billion, employee severance charges of $90 million, IHS Markit merger costs of $35 million and acquisition-related costs of $2 million. 2021 includes 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. 2023, 2022 and 2021 include amortization of intangibles from acquisitions of $561 million, $474 million and $65 million, respectively. 2 2023 includes employee severance charges of $10 million and an asset impairment of $1 million. 2022 includes employee severance charges of $24 million, legal costs of $5 million and an asset write-off of $1 million. 2021 includes a gain on disposition of $6 million, recovery of lease-related costs of $4 million and employee severance charges of $3 million. 2023, 2022 and 2021, include amortization of intangibles from acquisitions of $8 million, $7 million and $10 million, respectively. 3 2023 includes IHS Markit merger costs of $35 million, employee severance charges of $26 million and acquisition-related costs of $2 million. 2022 includes employee severance charges of $45 million and IHS Markit merger costs of $26 million. 2021 includes recovery of lease-related costs of $2 million. 2023, 2022 and 2021 include amortization of intangibles from acquisitions of $131 million, $111 million and $8 million, respectively. 4 2023 includes employee severance charges of $9 million, IHS Markit merger costs of $3 million and acquisition-related costs of $2 million. 2022 includes an acquisition-related benefit of $14 million, employee severance charges of $4 million and IHS Markit merger costs of $3 million. 2023 and 2022 include amortization of intangibles from acquisitions of $301 million and $241 million, respectively. 5 2023 includes employee severance charges of $5 million, a gain on disposition of $4 million and IHS Markit merger costs of $4 million. 2022 includes a gain on disposition of $52 million, employee severance charges of $14 million and IHS Markit merger costs of $2 million. 2021 includes recovery of lease-related costs of $1 million. 2023, 2022 and 2021 include amortization of intangibles from acquisitions of $36 million, $31 million and $6 million, respectively. 45 Table of Contents 6 2023 includes amortization of intangibles from acquisitions of $1 million. 2 022 includes employee severance charges of $4 million and amortization of intangibles from acquisitions of $35 million. 7 2023 includes IHS Markit merger costs of $147 million, a loss on disposition of $120 million, employee severance charges of $43 million, disposition-related costs of $24 million, lease impairments of $14 million and acquisition-related costs of $4 million. 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. 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. 2023, 2022 and 2021 include amortization of intangibles from acquisitions of $3 million, $4 million and $7 million, respectively. 8 2023 includes an asset impairment of $2 million. 2023 and 2022 includes amortization of intangibles from acquisitions of $56 million and $55 million, respectively. 2023 Segment Operating Profit — Decreased 24% as compared to 2022.
In 2021, selling and general expenses include employee severance charges of $3 million and recovery of lease-related costs of $4 million. 3 In 2022, selling and general expenses include employee severance charges of $45 million and IHS Markit merger costs of $26 million.
In 2021, selling and general expenses include recovery of lease-related costs of $4 million and employee severance charges of $3 million. 3 In 2022, selling and general expenses include employee severance charges of $45 million and IHS Markit merger costs of $26 million.
In 2021, selling and general expenses include recovery of lease-related costs of $1 million. 6 In 2022, selling and general expenses include employee severance charges of $4 million. 7 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. 8 In 2022, selling and general expenses include IHS Markit merger costs of $553 million, a S&P Foundation grant of $200 million, employee severance charges of $107 million, an asset impairment of $9 million, a gain on acquisition of $10 million, acquisition-related costs of $8 million, disposition-related costs of $24 million, lease impairments of $5 million and an asset write-off of $3 million.
In 2021, selling and general expenses include recovery of lease-related costs of $1 million. 6 In 2022, selling and general expenses include employee severance charges of $4 million. 7 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. 8 In 2022, selling and general expenses include IHS Markit merger costs of $553 million, a S&P Foundation grant of $200 million, employee severance charges of $107 million, 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.
Indices currently maintains a benchmark administrator in both the Netherlands (authorized by the Dutch Authority for Financial Markets (AFM)) for its benchmark activities in the European Union and in the United Kingdom (authorized by the Financial Conduct Authority) for its benchmark activities in the United Kingdom.
Indices currently maintains a benchmark administrator in both the Netherlands (authorized by the Dutch Authority for the Financial Markets (AFM)) for its benchmark activities in the European Union and in the United Kingdom (authorized by the Financial Conduct Authority) for its benchmark activities in the United Kingdom.
Other subsidiaries of the Company do not guarantee the registered debt securities of either S&P Global Inc. or Standard & Poor's Financial Services LLC (the "Obligor Group") which are referred to as the “Non-Obligor Group”. The following tables set forth the summarized financial information of the Obligor Group on a combined basis. This summarized financial information excludes the Non-Obligor Group.
Other subsidiaries of the Company do not guarantee the registered debt securities of either S&P Global Inc. or Standard & Poor's Financial Services LLC (the “Obligor Group”) which are referred to as the “Non-Obligor Group”. The following tables set forth the summarized financial information of the Obligor Group on a combined basis. This summarized financial information excludes the Non-Obligor Group.
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.
During the year ended December 31, 2022, we recorded a pre-tax gain of $1.342 billion ($1.005 billion after tax) in Loss (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.
Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual businesses functional currency. Other Income, net Other income, net primarily includes the net periodic benefit cost for our retirement and post retirement plans.
Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual businesses functional currency. Other Income , net Other expense (income), net primarily includes the net periodic benefit cost for our retirement and post retirement plans.
Excluding the impact of a gain on disposition of 7 percentage points, partially offset by higher amortization of intangibles from acquisitions of 4 percentage points and employee severance charges in 2022 of 2 percentage points, operating profit increased 15%.
Operating profit increased 16%. Excluding the impact of a gain on disposition of 7 percentage points, partially offset by higher amortization of intangibles from acquisitions of 4 percentage points and employee severance charges in 2022 of 2 percentage points, operating profit increased 15%.
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.
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 Loss (gain) on dispositions in the consolidated statements of income.
In 2021, selling and general expenses include recovery of lease-related costs of $2 million. 4 In 2022, selling and general expenses include acquisition-related benefit of $14 million, employee severance charges of $4 million and IHS Markit merger costs of $3 million. 5 In 2022, selling and general expenses include employee severance charges of $14 million and IHS Markit merger costs of $2 million.
In 2021, selling and general expenses include recovery of lease-related costs of $2 million. 4 In 2022, selling and general expenses include an acquisition-related benefit of $14 million, employee severance charges of $4 million and IHS Markit merger costs of $3 million. 5 In 2022, selling and general expenses include employee severance charges of $14 million and IHS Markit merger costs of $2 million.
We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements: 65 Table of Contents 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.
We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements: 67 Table of Contents 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.
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. The impact on operating profit for a one percentage point change in the allowance for doubtful accounts is approximately $25 million.
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. The impact on operating profit for a one percentage point change in the allowance for doubtful accounts is approximately $29 million.
Specifically, this amount relates to the put option under the terms of the operating agreement of S&P Dow Jones Indices LLC, whereby, after December 31, 2017, 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.
Specifically, this amount relates to the put option under the terms of the operating agreement of S&P Dow Jones Indices LLC, whereby, after December 31, 2017, 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.
Our primary source of funds for operations is cash from our businesses and our core businesses have been strong cash generators. In 2023, cash on hand, cash flows from operations and availability under our existing credit facility are expected to be sufficient to meet any additional operating and recurring cash needs in the short term and into the foreseeable future.
Our primary source of funds for operations is cash from our businesses and our core businesses have been strong cash generators. In 2024, cash on hand, cash flows from operations and availability under our existing credit facility are expected to be sufficient to meet any additional operating and recurring cash needs in the short term and into the foreseeable future.
Average price paid per share information does not include this accelerated share repurchase transaction. Equity Compensation Plan For information on securities authorized under our equity compensation plans, see Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . Item 6 . [Reserved] 33 Table of Contents Item 7 .
Average price paid per share information does not include this accelerated share repurchase transaction. Equity Compensation Plan For information on securities authorized under our equity compensation plans, see Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . Item 6 . [Reserved] 34 Table of Contents Item 7 .
The MD&A should be read in conjunction with the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K for the year ended December 31, 2022, which have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).
The MD&A should be read in conjunction with the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K for the year ended December 31, 2023, which have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).
Based on our current outlook these assumptions are not expected to significantly change in 2023. 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.
Based on our current outlook these assumptions are not expected to significantly change in 2024. 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.
Market Intelligence includes the following business lines: • Desktop — a product suite that provides data, analytics and third-party research for global finance and corporate 46 Table of Contents professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products); • Data & Advisory Solutions — a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms.
Market Intelligence includes the following business lines: • Desktop — a product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products); • Data & Advisory Solutions — a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management's Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the years ended December 31, 2022 and 2021, respectively.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the years ended December 31, 2023 and 2022, respectively.
We believe that the amount of cash and cash equivalents on hand, cash flows expected from operations and availability under our credit facility will be adequate for us to execute our business strategy and meet anticipated requirements for lease obligations, capital expenditures, working capital and debt service for 2023.
We believe that the amount of cash and cash equivalents on hand, cash flows expected from operations and availability under our credit facility will be adequate for us to execute our business strategy and meet anticipated requirements for lease obligations, capital expenditures, working capital and debt service for 2024.
See Note 7 – Employee Benefits to our consolidated financial statements for further discussion. 64 Table of Contents RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders.
See Note 7 – Employee Benefits to our consolidated financial statements for further discussion. 66 Table of Contents RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders.
Goodwill As part of our annual impairment test of our six reporting units, we initially perform a qualitative analysis evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount.
Goodwill As part of our annual impairment test of our five reporting units, we initially perform a qualitative analysis evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount.
Excluding higher IHS Markit merger costs in 2022 of 85 percentage points, a S&P Foundation grant in 2022 of 56 percentage points, higher employee severance charges in 2022 of 26 percentage points, disposition-related costs in 2022 of 7 percentage points, an asset impairment in 2022 of 2 percentage points and higher acquisition-related costs in 2022 of 1 percentage point, partially offset by a gain on acquisition in 2022 of 3 percentage points and lower amortization of intangibles from acquisitions in 2022 of 1 percentage point, Corporate Unallocated expense decreased 41% primarily due to cost synergies and lower incentive costs.
Excluding higher IHS Markit merger costs in 2022 of 85 percentage points, a S&P Foundation grant in 2022 of 56 percentage points, higher employee severance charges in 2022 of 26 percentage points, disposition-related costs in 2022 of 7 percentage points, an asset impairment in 2022 of 2 percentage points and higher acquisition-related costs in 2022 of 1 46 Table of Contents percentage point, partially offset by a gain on acquisition in 2022 of 3 percentage points and lower amortization of intangibles from acquisitions in 2022 of 1 percentage point, Corporate Unallocated expense decreased 41% primarily due to cost synergies and lower incentive costs.
The following tables depict changes in issuance levels as compared to the prior year based on data from SDC Platinum for Corporate bond issuance and based on a composite of external data feeds and Ratings' internal estimates for Structured Finance issuance. 2022 Compared to 2021 Corporate Bond Issuance * U.S.
The following tables depict changes in issuance levels as compared to the prior year based on data from SDC Platinum for Corporate bond issuance and based on a composite of external data feeds and Ratings’ internal estimates for Structured Finance issuance. 2023 Compared to 2022 Corporate Bond Issuance * U.S.
Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components; supplies car makers and dealers with market reporting products, predictive analytics and marketing automation software; and supports dealers with vehicle history reports, used car listings and service retention solutions.
Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components; supplies car makers and dealers with market reporting products, predictive analytics and marketing automation software; and supports dealers with vehicle history reports, used car listings and service retention services.
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.
It is possible that tax examinations will be settled prior to December 31, 2024. 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.
Mobility also sells a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities; and 55 Table of Contents • 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.
Mobility also sells a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities; and • 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.
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.
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 48 Table of Contents contract term.
Excluding the favorable impact of a higher gain on dispositions of 57 percentage points, partially offset by the impact of higher IHS Markit merger costs in 2022 of 11 percentage points, a S&P Foundation grant in 2022 of 6 percentage points, higher amortization of intangibles from acquisitions in 2022 of 26 percentage points and higher employee severance charges in 2022 of 8 percentage points and disposition-related costs of 1 percentage point, operating profit 35 Table of Contents increased 12% .
Excluding the favorable impact of a higher gain on dispositions of 57 percentage points, partially offset by the impact of higher IHS Markit merger costs in 2022 of 11 percentage points, a S&P Foundation grant in 2022 of 6 percentage points, higher amortization of intangibles from acquisitions in 2022 of 26 percentage points and higher employee severance charges in 2022 of 8 percentage points and disposition-related costs of 1 percentage point, operating profit increased 12%.
At this time, the impact on Market Intelligence of any such recently adopted or proposed laws or regulations, or market studies, remains uncertain, but they could increase the regulatory exposure of Market Intelligence or the costs and legal risks relating to Market Intelligence’s activities, adversely affect the ability of Market Intelligence to provide its products and services, or result 48 Table of Contents in changes in the demand for its products and services.
At this time, the impact on Market Intelligence of any such recently adopted or proposed laws or regulations, or market studies, remains uncertain, but they could increase the regulatory exposure of Market Intelligence or the costs and legal risks relating to Market Intelligence’s activities, adversely affect the ability of Market Intelligence to provide its products and services, or result in changes in the demand for its products and services.
An increase in sales usage-based royalties from the licensing of our proprietary market price data and price assessments to commodity exchanges mainly due to increased trading volumes in Petroleum and LNG also contributed to revenue growth.
An increase in sales usage-based royalties from the licensing of our proprietary market data and price assessments to commodity exchanges mainly due to increased trading volumes also contributed to revenue growth.
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. As of December 31, 2022, the Company had $3.3 billion in redeemable noncontrolling interest on the Consolidated Balance Sheet.
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. As of December 31, 2023, the Company had $3.8 billion in redeemable noncontrolling interest on the Consolidated Balance Sheet.
Several laws and regulations in the European Union, the U.K. and the U.S. have been adopted but not yet implemented, or have been proposed or are being considered, to which Market Intelligence, or its clients, will or may become subject, including laws and regulations related to pricing providers, sustainability, credit rating data, data privacy and cyber security.
Several laws and regulations in the European Union, the U.K. and the U.S. have been adopted but not yet implemented, or have been proposed or are being considered, to which Market Intelligence, or its clients, will or may become subject, including laws and regulations related to pricing providers, sustainability, credit rating data, data privacy and cyber security and technology and organizational resilience.
For a further discussion of the legal and regulatory environment in our Engineering Solutions business, see Note 13 - Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K. LIQUIDITY AND CAPITAL RESOURCES We continue to maintain a strong financial position.
For a further discussion of the legal and regulatory environment in our Engineering Solutions business, see Note 13 – Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data , in this Annual Report on Form 10-K. 62 Table of Contents LIQUIDITY AND CAPITAL RESOURCES We continue to maintain a strong financial position.
The businesses conducted by our Ratings segment are, in certain cases, regulated under the Credit Rating Agency Reform Act of 2006 (the “Reform Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and/or the laws of the states or other jurisdictions in which they conduct business.
The businesses conducted by our Ratings segment are, in certain cases, regulated under the Credit Rating Agency Reform Act of 2006 (the “Reform Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and/or the laws of the states or other jurisdictions in which our Ratings segment conducts business.
We do not expect these recent accounting standards to have a material impact on our results of operations, financial condition, or liquidity in future periods. Item 7A . Quantitative and Qualitative Disclosures about Market Risk Our exposure to market risk includes changes in foreign exchange rates and interest rates.
We do not expect these recent accounting standards to have a material impact on our results of operations, financial condition, or liquidity in future periods. 70 Table of Contents Item 7A . Quantitative and Qualitative Disclosures about Market Risk Our exposure to market risk includes changes in foreign exchange rates and interest rates.
Indices Indices is a global index provider that maintains a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors. Indices’ mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative products, and provide investors with tools to monitor world markets.
Indices 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.
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
See Note 6 – Derivative Instruments to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further discussion. 71 Table of Contents
For 2022, based on our qualitative assessments, we determined that it is more likely than not that our reporting units’ fair values were greater than their respective carrying amounts. 66 Table of Contents Indefinite-Lived Intangible Assets 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.
For 2023, based on our qualitative assessments, we determined that it is more likely than not that our reporting units’ fair values were greater than their respective carrying amounts. 68 Table of Contents Indefinite-Lived Intangible Assets 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.
In 2009, the European Parliament passed a regulation (“CRA1”) that established an oversight regime for the credit rating industry in the EU, which became effective in 2010. CRA1 requires the registration, formal regulation and periodic inspection of credit rating agencies operating in the EU. Ratings was granted registration in October of 2011.
In 2009, the European Parliament passed a regulation (“CRA1”) that established an oversight regime for the credit rating industry in the EU, which became effective in 2010. CRA1 53 Table of Contents requires the registration, formal regulation and periodic inspection of credit rating agencies operating in the EU. Ratings was granted registration in October of 2011.
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. Selling and General Expenses Selling and general expenses increased 11%.
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. Selling and General Expenses Selling and general expenses increased 97%.
See Note 4 - Debt to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K for further discussion.
See Note 5 - Debt to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K for further discussion.
An increase or decrease of 1 percentage point in the expected rate of return on plan assets would result in a decrease or increase of approximately $14 million to 2023 pension expense.
An increase or decrease of 1 percentage point in the expected rate of return on plan assets would result in a decrease or increase of approximately $14 million to 2024 pension expense.
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.
We performed our impairment assessment of goodwill and indefinite-lived intangible assets and concluded that no impairment existed for the years ended December 31, 2023, 2022 and 2021.
Excluding the unfavorable impact of foreign exchange rates of 3 percentage points, non-transaction revenue increased 1%. Transaction and non-transaction revenue also benefited from improved contract terms across product categories. Operating profit decreased 36%, with an unfavorable impact from foreign exchange rates of 1 percentage point.
Excluding the unfavorable impact of foreign exchange rates of 3 percentage points, non-transaction revenue increased 1%. Transaction 51 Table of Contents and non-transaction revenue also benefited from improved contract terms across product categories. Operating profit decreased 36%, with an unfavorable impact from foreign exchange rates of 1 percentage point.
In 2023, we are striving to deliver on our strategic priorities in the following key areas: Finance • Meeting or exceeding our organic revenue growth and EBITA margin targets; • Realizing our merger/integration commitments - cost and revenue synergy targets; and • Driving growth and superior shareholder returns through effective execution, active portfolio management and prudent capital allocation.
In 2024, we are striving to deliver on our strategic priorities in the following key areas: Financial • Meeting or exceeding our organic revenue growth and EBITA margin targets; • Realizing our merger/integration commitments - cost and revenue synergy targets; and • Driving growth and superior shareholder returns through effective execution, active portfolio management and prudent capital allocation.
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. 42 Table of Contents • In June of 2022, we completed the previously announced sale of the Base Chemicals business to News Corp for $295 million in cash.
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 Loss (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.
Market Intelligence competes domestically and internationally based on a number of factors, including the quality and range of its data, analytical capabilities, research services, client service, reputation, price, geographic scope, and technological innovation. Market Intelligence is subject to global regulation, particularly in the European Union, the U.K. and the U.S.
Market Intelligence competes domestically and internationally based on a number of factors, including the quality and range of its data, analytical capabilities, research services, client service, reputation, price, geographic scope, and technological innovation. Market Intelligence is subject to global regulation, particularly in the European Union, the U.K., the U.S. and increasingly so in other jurisdictions.
Returns assume $100 invested on December 31, 2017 and total return includes reinvestment of dividends through December 31, 2022. Dividends We expect to continue our policy of paying regular cash dividends, although there is no assurance as to future dividend payments because they depend on future earnings, capital requirements and our financial condition.
Returns assume $100 invested on December 31, 2018 and total return includes reinvestment of dividends through December 31, 2023. Dividends We expect to continue our policy of paying regular cash dividends, although there is no assurance as to future dividend payments because they depend on future earnings, capital requirements and our financial condition.
In addition, any projections of future results of operations and cash flows are subject to substantial uncertainty. See Forward-Looking Statements on p age 4 of this report. OVERVIEW We are a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity, automotive and engineering markets.
In addition, any projections of future results of operations and cash flows are subject to substantial uncertainty. See Forward-Looking Statements on page 4 of this report. OVERVIEW We are a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets.
A 0.25 percentage point increase or decrease in the weighted average cost of capital would decrease or increase the redemption value by approximately $81 million. As of December 31, 2022, the terminal growth rate used in the Company's income analysis to estimate the fair value of the redeemable noncontrolling interest was 2.2%.
A 0.25 percentage point increase or decrease in the weighted average cost of capital would decrease or increase the redemption value by approximately $81 million or $108 million, respectively. As of December 31, 2023, the terminal growth rate used in the Company's income analysis to estimate the fair value of the redeemable noncontrolling interest was 2.2%.
The ultimate amount paid for the redeemable noncontrolling interest in Indices business could be significantly different because the redemption amount depends on the future results of operations of the business. As of December 31, 2022, the weighted average cost of capital used in the Company's income analysis to estimate the fair value of the redeemable noncontrolling interest was 11%.
The ultimate amount paid for the redeemable noncontrolling interest in Indices business could be significantly different because the redemption amount depends on the future results of operations of the business. As of December 31, 2023, the weighted average cost of capital used in the Company's income analysis to estimate the fair value of the redeemable noncontrolling interest was 10%.
Market issuance volumes noted within the discussion that follows are based on where an issuer is located or where the assets associated with an issue are located. Structured Finance issuance includes amounts when a transaction closes, not when initially priced, and excludes domestically-rated Chinese issuance.
Market Issuance Volumes We monitor market issuance volumes regularly within Ratings. Market issuance volumes noted within the discussion that follows are based on where an issuer is located or where the assets associated with an issue are located. Structured Finance issuance includes amounts when a transaction closes, not when initially priced, and excludes domestically rated Chinese issuance.
The following table summarizes our significant contractual obligations and commercial commitments as of December 31, 2022, over the next several years.
The following table summarizes our significant contractual obligations and commercial commitments as of December 31, 2023, over the next several years.
As of December 31, 2022, we had $223 million of liabilities for unrecognized tax benefits. We have excluded the liabilities for unrecognized tax benefits from our contractual obligations table because, until formal resolutions are reached, reasonable estimates of the timing of cash settlements with the respective taxing authorities are not practicable.
As of December 31, 2023, we had $230 million of liabilities for unrecognized tax benefits. We have excluded the liabilities for unrecognized tax benefits from our contractual obligations table because, until formal resolutions are reached, reasonable estimates of the timing of cash settlements with the respective taxing authorities are not practicable.
In 2021, selling and general expenses include employee severance charges of $3 million, acquisition-related costs of $2 million and lease-related costs of $1 million. 40 Table of Contents 2 In 2022, selling and general expenses include employee severance charges of $24 million, legal costs of $5 million and an asset write-off of $1 million.
In 2021, selling and general expenses include employee severance charges of $3 million, acquisition-related costs of $2 million and lease-related costs of $1 million. 2 In 2022, selling and general expenses include employee severance charges of $24 million, legal costs of $5 million and an asset write-off of $1 million.
Other laws, regulations and rules relating to credit rating agencies are being considered by local, national, foreign and multinational bodies and are likely to continue to be considered in the future, including provisions seeking to reduce regulatory and investor reliance on credit ratings or to increase competition among credit rating agencies, and regarding remuneration and rotation of credit rating agencies, and liability standards applicable to credit rating agencies.
Other laws, regulations and rules relating to credit rating agencies are from time to time considered by local, national, foreign and multinational bodies and are likely to continue to be considered in the future, including, for example, provisions seeking to reduce regulatory and investor reliance on credit ratings or to increase competition among credit rating agencies, provisions regarding remuneration and rotation of credit rating agencies, and liability standards applicable to credit rating agencies.
In the normal course of business both in the U.S. and abroad, Ratings (or the legal entities comprising Ratings) are defendants in numerous legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries.
In the normal course of business both in the U.S. and abroad, Ratings (or the legal entities comprising Ratings) are defendants in numerous legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries (including market studies).
For a further discussion of competitive and other risks inherent in our Ratings business, see Item 1A, Risk Factors, in this Annual Report on Form 10-K.
For a further discussion of competitive and other risks inherent in our Engineering Solutions business, see Item 1A, Risk Factors , in this Annual Report on Form 10-K.
Our discount rate and return on asset assumptions used to determine the net periodic pension and postretirement benefit cost on our U.S. retirement plans are as follows: Retirement Plans Postretirement Plans January 1 2023 2022 2021 2023 2022 2021 Discount rate 5.63 % 3.05 % 2.75 % 5.52 % 2.72 % 2.20 % Return on assets 6.00 % 4.00 % 5.00 % As of December 31, 2022, the Company had $1.1 billion in pension benefit obligation for our U.S. retirement plans.
Our discount rate and return on asset assumptions used to determine the net periodic pension and postretirement benefit cost on our U.S. retirement plans are as follows: Retirement Plans Postretirement Plans January 1 2024 2023 2022 2024 2023 2022 Discount rate 5.27 % 5.63 % 3.05 % 5.18 % 5.52 % 2.72 % Return on assets 6.00 % 6.00 % 4.00 % As of December 31, 2023, the Company had $1.1 billion in pension benefit obligation for our U.S. retirement plans.
Non-transaction revenue decreased primarily due to the unfavorable impact of foreign exchange rates, a decrease in entity credit ratings revenue and lower RES revenue, partially offset by an increase in revenue at our CRISIL subsidiary and an increase in surveillance revenue at Ratings.
Non-transaction revenue decreased primarily due to the unfavorable impact of foreign exchange rates, a decrease in entity credit ratings revenue and lower Ratings Evaluation Service (“RES”) revenue, partially offset by an increase in revenue at our CRISIL subsidiary and an increase in surveillance revenue at Ratings.
See “Segment Review” below for further information. 44 Table of Contents Corporate Unallocated Expense — Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses. Corporate Unallocated expense increased 132% compared to 2021.
See “Segment Review” below for further information. Corporate Unallocated Expense— Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses. Corporate Unallocated expense increased 132% compared to 2021.
We make contributions to our pension and postretirement plans in order to satisfy minimum funding requirements as well as additional contributions that we consider appropriate to improve the funded status of our plans. During 2022, we contributed $11 million to our retirement plans.
We make contributions to our pension and postretirement plans in order to satisfy minimum funding requirements as well as additional contributions that we consider appropriate to improve the funded status of our plans. During 2023, we contributed $10 million to our retirement plans.
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 additional non-required contributions depending on investment performance and the pension plan status.
Expected employer contributions in 2024 are $11 million and $3 million for our retirement and postretirement plans, respectively. In 2024, we may elect to make additional non-required contributions depending on investment performance and the pension plan status.
The impact on us of the adoption of any such laws, regulations or rules remains uncertain, but could increase the costs and legal risks relating to Ratings’ rating activities, or adversely affect our ability to compete and/or our remuneration, or result in changes in the demand for credit ratings.
The impact on us of the adoption of any such laws, regulations or rules remains uncertain, but could increase the costs and legal risks relating to Ratings’ activities, or adversely affect our ability to compete and/or our remuneration, or result in changes in the demand for our products and services.
A 0.25 percentage point increase or decrease in the terminal growth rate would increase or decrease the redemption value by approximately $27 million. 68 Table of Contents RECENT ACCOUNTING STANDARDS See Note 1 – Accounting Policies to our consolidated financial statements for a detailed description of recent accounting standards.
A 0.25 percentage point increase or decrease in the terminal growth rate would increase or decrease the redemption value by approximately $54 million or $27 million, respectively. RECENT ACCOUNTING STANDARDS See Note 1 – Accounting Policies to our consolidated financial statements for a detailed description of recent accounting standards.
Ending AUM for ETFs in 2022 was $2.601 trillion. Excluding AUM related to the merger with IHS Markit, ending AUM for ETFs decreased 12% to $2.466 trillion and average levels of AUM for ETFs increased 5% to $2.526 trillion compared to 2021. Foreign exchange rates had an unfavorable impact of less than 1 percentage point. Operating profit increased 16%.
Ending AUM for ETFs in 2022 was $2.601 trillion. Excluding AUM related to the merger with IHS Markit, ending AUM for ETFs decreased 12% to $2.466 trillion and average levels of AUM for ETFs 60 Table of Contents increased 5% to $2.526 trillion compared to 2021. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
During the year ended December 31, 2021, we completed the following dispositions that resulted in a pre-tax gain of $11 million, which was included in Gain on dispositions in the consolidated statements of income: • 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.
We did not recognize a gain on the sale of OPIS. 44 Table of Contents 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 Loss (gain) on dispositions in the consolidated statements of income: • During the year ended December 31, 2021, we recorded a pre-tax gain of $8 million ($6 million after-tax) in Loss (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 Loss (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.
A 0.25 percentage point increase or decrease in the discount rate would result in an estimated decrease or increase to the accumulated benefit obligation of approximately $30 million and an increase or decrease in 2023 pension expense of approximately $1 million.
A 0.25 percentage point increase or decrease in the discount rate would result in an estimated decrease or increase to the accumulated benefit obligation of approximately $28 million and an increase in 2024 pension expense of approximately $1 million.
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.
Accrued interest and penalties related to unrecognized tax benefits are recognized in interest expense and operating expense, respectively. 69 Table of Contents Judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and unrecognized tax benefits.
As of December 31, 2022 and 2021, the carrying value of goodwill and other indefinite-lived intangible assets was $35.4 billion and $4.4 billion, respectively.
As of December 31, 2023 and 2022, the carrying value of goodwill and other indefinite-lived intangible assets was $35.7 billion and $35.4 billion, respectively.
In June of 2022, we completed the previously announced sale of Leveraged Commentary and Data (“LCD”), a business within our Market Intelligence segment, to Morningstar. During the year ended December 31, 2022, we recorded a pre-tax gain of $505 million ($378 million after-tax) in Gain on dispositions in the consolidated statements of income for the sale of LCD.
In June of 2022, we completed the previously announced sale of LCD, a business within our Market Intelligence segment, to Morningstar. During the year ended December 31, 2022, we recorded a pre-tax gain of $505 million ($378 million after-tax) in Loss (gain) on dispositions in the consolidated statements of income for the sale of LCD.
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.
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; and the automotive markets include manufacturers, suppliers, dealerships, service shops and consumers.
Product launches and innovation continued at Market Intelligence in 2022 with the introduction of several new ESG related products and new products and product features leveraging technology investments. Legal and Regulatory Environment The market for data, analytical capabilities and research services is intensely competitive, ranging from established firms to market disruptors.
Product launches and innovation continued at Market Intelligence in 2023 with the introduction of several new products and product features leveraging technology investments. Legal and Regulatory Environment The market for data, analytical capabilities and research services is intensely competitive, ranging from established firms to fast evolving market disruptors.
Gain on Dispositions During the year ended December 31, 2022, we completed the following dispositions that resulted in a pre-tax gain of $1.9 billion, which was included in Gain on dispositions in the consolidated statement of income: • In June of 2022, we completed the previously announced sale of Leveraged Commentary and Data (“LCD”) along with a related family of leveraged loan indices, within our Market Intelligence and Indices segments, respectively, to Morningstar for a purchase price of $600 million in cash, subject to customary adjustm ents, and a contingent payment of up to $50 million which is payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships.
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 Loss (gain) on dispositions in the consolidated statements of income: • In June of 2022, we comple ted the previously announced sale of 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 was payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships.
During the years ended December 31, 2021 and 2020, we recorded a pre-tax gain of $3 million ($3 million after-tax) and $1 million ($1 million after-tax), respectively, in Gain on dispositions in the consolidated statement of income related to the sale of Standard & Poor's Investment Advisory Services LLC (“SPIAS”), a business within our Market Intelligence segment, that occurred in July of 2019.
During the year ended December 31, 2021, we recorded a pre-tax gain of $3 million ($3 million after-tax) in Loss (gain) on dispositions in the consolidated statement of income related to the sale of Standard & Poor’s Investment Advisory Services LLC (“SPIAS”), a business within our Market Intelligence segment, that occurred in July of 2019.
Regular quarterly dividends per share of our common stock for 2022 and 2021 were as follows: 2022 2021 $0.77 in the first quarter of 2022 and $0.85 in the remaining quarters of 2022 $ 3.32 $0.77 per quarter in 2021 $ 3.08 On January 25, 2023, the Board of Directors approved a quarterly common stock dividend of $0.90 per share. 31 Table of Contents Transfer Agent and Registrar for Common Stock Computershare is the transfer agent for S&P Global.
Regular quarterly dividends per share of our common stock for 2023 and 2022 were as follows: 2023 2022 $0.90 per quarter in 2023 $ 3.60 $0.77 in the first quarter of 2022 and $0.85 in the remaining quarters of 2022 $ 3.32 On January 23, 2024, the Board of Directors approved a quarterly common stock dividend of $0.91 per share. 32 Table of Contents Transfer Agent and Registrar for Common Stock Computershare is the transfer agent for S&P Global.
For example, the EU passed the Digital Operational Resilience Act in December 2022 (“DORA”), which is expected to take effect by the end of January 2025.
For example, the EU passed the Digital Operational Resilience Act in December 2022 (“DORA”), which will take effect by the end of January 2025.
As of December 31, 2022, we have approximately $10.1 billion of undistributed earnings of our foreign subsidiaries, of which $4.1 billion is reinvested indefinitely in our f oreign operations. Contingencies We are subject to a number of lawsuits and claims that arise in the ordinary course of business.
As of December 31, 2023, we have approximately $7.1 billion of undistributed earnings of our foreign subsidiaries, of which $4.3 billion is reinvested indefinitely in our foreign operations. Contingencies We are subject to a number of lawsuits and claims that arise in the ordinary course of business.
During the fourth quarter of 2022, we repurchased 2.8 million shares under the 2022 Repurchase Program, and, as of December 31, 2022, 27.2 million shares remained under the 2022 Repurchase Program.
During the fourth quarter of 2023, we repurchased 2.8 million shares under the 2022 Repurchase Program and, as of December 31, 2023, 18.7 million shares remained under the 2022 Repurchase Program.

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