Uncertain world,
discover opportunity
Annual Report 2023
Financial Highlights
Years ended December 31
(in millions, except per share data)
2023
2022
% Change
Revenue/Non-GAAP pro forma adjusted revenue*
$12,497
$11,842
Adjusted net income/Non-GAAP pro forma adjusted net income
(attributable to the Company’s common shareholders)*
Adjusted diluted earnings per common share/
Non-GAAP pro forma adjusted diluted earnings per common share*
Dividends per common share (a)
Total assets
Capital expenditures (b)
Total debt
$4,019
$3,765
$12.60
$11.19
$3.60
$3.32
$60,589
$61,784
$143
$89
$11,459
$10,956
Equity (including redeemable noncontrolling interest)
$38,100
$39,744
6
7
13
8
(2)
62
5
(4)
*Refer to “Reconciliation of Non-GAAP Financial Information” on pages 10-11 of this report for a discussion of the Company’s non-GAAP financial measures.
(a) Dividends paid were $0.90 per share per quarter in 2023. Dividends paid were $0.77 per share in the first quarter of 2022 and increased to $0.85 per share
beginning in the second quarter of 2022.
(b) Includes purchases of property and equipment and additions to technology projects.
Uncertain world, discover opportunity
It seems the world is disjointed. In a time of economic and geopolitical
volatility, our customers require a keen understanding of risks and the
insights to uncover opportunities. Learn more in our CEO’s letter.
Year-End Share Price
Dividends Per Share
$471.93
$440.52
$3.60
$3.32
$3.08
$328.73
$334.94
$273.05
$2.68
$2.28
Revenue/Non-GAAP
Pro Forma Adjusted
Revenue (in millions)
$12,382*
$12,497
$11,842*
$7,442
$6,699
’19
’20
’21
’22
’23
’19
’20
’21
’22
’23
’19
’20
’21
’22
’23
Cumulative Total Shareholder Return (c)
350
300
250
200
150
100
SPGI
Peer Group (d)
S&P 500
$271
$207
$204
’18
’19
’20
’21
’22
’23
(c) Assumes $100 invested on December 31, 2018 and total return includes reinvestment of dividends through December 31, 2023.
(d) The peer group consists of the following companies: Moody’s Corporation, CME Group Inc., MSCI Inc., FactSet Research Systems Inc., Verisk Analytics, Inc., and
Intercontinental Exchange, Inc.
To experience an enriched version
of this Annual Report, with
expanded content, visit
spglobal.com/annualreport.
S&P Global 2023 Annual Report 1
Chairman’s Letter
Dear Fellow Shareholder:
S&P Global recorded excellent financial results last year and our prospects
remain bright.
Last year’s corporate performance and the work our teams are doing to build a
company with the greatest potential for growth allowed S&P Global to generate
positive returns for you in 2023 despite a rising interest rate environment and
geopolitical uncertainty. The company’s total shareholder return increased
33% versus 2022, outperforming the S&P 500 and our peer group.
The combination of dividends and share repurchases returned approximately
$4.4 billion to shareholders in 2023 and approximately $21.8 billion over the
past five years.
We are proud of that record and of the way the senior leadership team has
continued to manage the company. Others have noticed the company’s performance,
too. Institutional Investor named S&P Global to its 2023-24 All-America Executive
Team. In addition, the Drucker Institute once again selected S&P Global as one of
the 250 best-managed companies.
The talented people of S&P Global did a tremendous job last year and are off to
a great start in 2024. The Board and I can’t thank them enough.
Every time the Board has an opportunity to meet with S&P Global’s people we come
away impressed with their talent, professionalism, and enthusiasm. Last year, we
were able to connect with many of them in New York. Over several hours at the
Javits Center, the Board had a chance to demo S&P Global’s signature products,
listen to engaging panel discussions with company leaders, and walk around to
hear directly from the company’s analysts, researchers, marketers, and others.
The conversations were engaging and enriching, and they underscored a healthy
growth and innovative mindset. I wish we had more time to meet more of the 1,500
employees who attended.
2 S&P Global 2023 Annual Report
The talented people of S&P Global
did a tremendous job last year and
are off to a great start in 2024.
This kind of event is not unique at our company. Over the last several years, the
Board has met team members in major S&P Global hubs in Europe and Asia and
in cities across the U.S. These meetings are essential to the Board’s ability to assess
the company’s culture, which we view as critical to the company’s ability to execute
its strategy. In addition, we meet regularly with members of the senior leadership
team to discuss topics including divisional performance; training and development;
succession planning; compensation and benefits; diversity, equity, and inclusion; and
workplace health, safety, and well-being.
The people of our company are our greatest asset. Thanks to them, S&P Global
continues to create value for you, our shareholders, and for all the
company’s stakeholders.
Sincerely,
Richard E. Thornburgh
Chairman of the Board
CEO’s Letter
Dear Fellow Shareholder:
I’m pleased to report 2023 was a year of significant achievement across our company.
It was a year marked by strong financial performance, excellent operating results,
valuable product innovation, greater collaboration across our teams and with our
clients, growing excitement about our unified culture, and deeper commitments to
the communities in which we live and work.
This performance reinforces our belief in our vision of Powering Global Markets,
and it’s a testament to the principle that in times of market volatility and macro
uncertainty, portfolio managers, treasurers, auto manufacturers, risk managers,
strategic planners, and other market participants rely on S&P Global for clarity
and insights. Simply put: In an uncertain world, we help our customers discover
opportunity. This idea was proven not just in 2023, but also during the pandemic
and other periods of economic disruption throughout our long history.
Well Equipped to Navigate a World of Uncertainty
Despite a resilient global economy, the world today is fragmented, uncertain. Policy
makers, business leaders, investors, employees, and the heads of nongovernmental
organizations are contending with two wars, the polarization of politics, energy
transition, and regional divergence in inflation and monetary policy.
I’m optimistic about the future generally and our company specifically even with
the uneven state of global affairs. I’m hopeful because I still believe in the power of
partnership, data and analytics, and innovation and technology to propel markets
forward, and because these are qualities that are deeply embedded in the culture
and operations of S&P Global.
2023 Financial Performance1
In 2023, our:
– Revenue rose 8% excluding the impact of divestures,
– Adjusted net income grew 7%, and
– Adjusted diluted earnings per share increased 13%.
1
All financials other than revenue refer to non-GAAP adjusted metrics in the current period and
non-GAAP pro forma adjusted metrics in the year-ago period. Revenue growth refers to reported
revenue in the current period compared to non-GAAP pro forma adjusted revenue in
the year-ago period.
4 S&P Global 2023 Annual Report
In an uncertain world,
we help our customers
discover opportunity.
Last year’s financial performance, the trust of our clients, and the secular trends in
our markets provide a solid foundation on which to continue growing our business.
Our confidence in the future has never been greater because our vision of Powering
Global Markets has never been clearer. At S&P Global, we have the unique ability
to link data and to deliver completely new ways to offer insights into markets.
These insights and our opinions are built into customers’ workflows. And that
helps them make critical decisions, which in turn, allow economies to grow and
markets to expand.
Investing to Accelerate Growth and Innovation
Our vision of Powering Global Markets requires continual investments in innovation
and strategic initiatives. These investments paid dividends last year
and continue to do so.
In 2022, we introduced the Vitality Index as a measure of our
innovation. The Vitality revenue metric consists of revenue
derived from new or enhanced products. These products
contributed 11% of revenue and they grew at a rate of 18% in
2023, excluding Engineering Solutions.
One notable way our teams are enhancing products comes
from our Commodity Insights division and is the result of our
merger with IHS Markit. Last year’s launch of a new single
unified platform showcases the product integration of both
Platts and IHS Connect. The new platform, Platts Connect,
gives customers access to a comprehensive range of products,
benchmarks, data, and insights from one easy-to-use interface.
Another way we’ve enhanced our solutions is through the
introduction of multiple data sets from our Mobility division
to Market Intelligence Marketplace. In this case, we’re making
crucial vehicle forecast and registration data available via both
Xpressfeed and Snowflake.
Integrating AI
Generative AI was one of the biggest global news stories last year. It’s really a game
changer. We’ve been steadily leveraging AI since we acquired Kensho, our AI
innovation hub, in 2018. Last year we piloted ChatIQ, which will make it easier for
customers to derive more useful insights from our S&P Capital IQ Pro platform, and
we established an AI Accelerator to fast-track priority AI initiatives and build more
common capabilities across the company.
To further accelerate progress on our AI initiatives, at the end of last year we made
two critical leadership appointments. First, we named CIO Swamy Kocherlakota as
Chief Digital Solutions Officer, which includes executive sponsorship of AI
and Kensho. In addition, Kensho CEO Bhavesh Dayalji expanded his role to serve as
Chief Artificial Intelligence Officer of S&P Global. Swamy, Bhavesh, and their teams
are making great progress in 2024.
Secular Trends Help Drive Strategic Growth Areas
Secular trends continue to serve as strong tailwinds for our company, while cyclical
trends can impact different parts of the business in different ways. S&P Global
remains committed to delivering value in all market conditions.
If you take a long-term view of the themes shaping our world, you see that our
prospects are excellent. There is a strong and enduring need for data, benchmarks,
and analytics to understand the evolving nature of capital markets, private markets,
sustainability, energy transition, and supply chains.
We’ve been making solid progress in these strategic growth areas. For example:
– Sustainability and energy transition revenue, excluding Engineering Solutions,
grew 24% to approximately $301 million in 2023, driven by strong demand for
climate and physical risk products and our energy transition products. This
performance reconfirms our continued optimism about the long-term potential of
this important part of our growth.
–
In our private market solutions business, excluding Engineering Solutions, we
saw revenue increase by 10% year-over-year to $430 million in 2023, driven by
robust growth in Market Intelligence private market software solutions, including
iLEVEL, and a return to strong growth in Ratings’ private market revenue as
bond issuance and private credit estimate activity both improved last year. We’re
also encouraged by the demand we’re seeing for our private market valuation and
benchmark offerings.
6 S&P Global 2023 Annual Report
S&P Global remains committed
to delivering value in all
market conditions.
Progress on Mid-term Financial Targets
A little over a year ago at our Investor Day, we announced mid-term targets for
revenue, adjusted operating margins, and adjusted EPS. In addition, we have a target
to return at least 85% of free cash flow to investors through dividends and share
repurchases. Based on our 2023 results and our 2024 outlook, we are well on our way
to achieving by 2025-2026:
– 7% to 9% organic annual revenue growth,
– An adjusted operating margin in the range of 48% to 50%, and
– Low- to mid-teens annual adjusted diluted EPS growth.
Our Strong People-First Culture
The success we achieved in 2023 reflects the talent and commitment of our people.
They do an amazing job. I thank them for everything they do.
Last year, we continued to invest in the people and resources necessary for a world-
class culture. As a result, in 2023 more of our people felt engaged and proud to work
for S&P Global.
Our shared values, purpose, and vision are essential elements of our culture, and over
the last year, we had several opportunities to focus on these topics.
For example, the Board of Directors and Executive Committee hosted a town hall
meeting for our New York-area employees to talk about the most exciting ways in
which we’re serving markets. This event was an opportunity for the Board to meet our
people and see some of our most promising commercial capabilities, and it was a great
reminder of the value of bringing people together to network.
We also hosted a special virtual program focused on our purpose, which we express as
“Accelerate Progress.” We explored and celebrated our purpose, dove into our values,
and examined how they help us realize our vision. It was a fabulous dialogue—one
we’ll continue in 2024.
S&P Global 2023 Annual Report 7
It’s a privilege to work alongside
the people of S&P Global.
Creating a great culture is also about giving our people opportunities to
support their communities, and to feel welcomed and motivated about their
careers. In 2023, the number of employees volunteering in their communities
increased, as did the funds granted to nonprofits by way of our employee
matching gift program. And our team of full-time career coaches engaged
with more of their coworkers than ever last year, demonstrating our
commitment to personalized professional development support for anyone at
S&P Global who wants it.
It’s a privilege to work alongside the people of S&P Global. I especially want
to thank Ewout Steenbergen. Over the last seven years, Ewout has done an
outstanding job as our CFO, leading the way on many critical initiatives. As
previously announced, Ewout left the company recently to pursue another
professional opportunity. He’s been a fantastic partner, and we wish him well.
We’ve named Chris Craig, our Chief Accounting Officer, as Interim CFO, and
we expect to have an update soon on Ewout’s permanent successor.
Opportunity in Sharp Focus
S&P Global continues its pursuit of providing the data and solutions—the
clarity—to help our customers uncover opportunity in a world of uncertainty.
I’m confident about our company’s future because of an enormously talented
workforce, best-in-class technology, and the ongoing need for insights that
will drive our business in the months and years to come.
I thank you for your ongoing support of our company.
Sincerely,
Douglas L. Peterson
President and CEO
8 S&P Global 2023 Annual Report
S&P Global CEO Doug Peterson addresses New York City-area employees in October 2023.
S&P Global 2023 Annual Report 9
Reconciliation of Non-GAAP Financial Information
The Company reports its financial results in accordance with accounting principles generally accepted in the United States
(“GAAP”). The following is provided to supplement certain non-GAAP pro forma adjusted financial measures discussed in the letter
to shareholders and the financial highlights section of this report (IFC-page 8) and includes financial information on an as-reported
basis, and on a pro forma basis as if the merger with IHS Markit had closed on January 1, 2021, for the twelve months ended
December 31, 2022; the pro forma basis agrees to the Company’s previously filed unaudited pro forma combined condensed financial
information presented in accordance with Article 11 of Regulation S-X. The Company’s non-GAAP measures include adjustments
that reflect how management views our businesses. The Company believes these non-GAAP financial measures provide useful
supplemental information that, in the case of non-GAAP financial measures other than free cash flow, enables investors to better
compare the Company’s performance across periods, and management also uses these measures internally to assess the operating
performance of its business, to assess performance for employee compensation purposes and to decide how to allocate resources.
However, investors should not consider any of these non-GAAP measures in isolation from, or as a substitute for, the financial
information that the Company reports.
Operating Results - Non-GAAP Financial Information
Twelve months ended December 31, 2023 and 2022
(dollars in millions, except per share amounts)
Revenue/Pro Forma Revenue/Non-GAAP Pro Forma Adjusted Revenue
Market
Intelligence
Revenue/Pro forma revenue *
Divestitures
Revenue/Non-GAAP pro forma
adjusted revenue *
Ratings
Revenue
Revenue
Commodity
Insights
Revenue/Pro forma revenue *
Divestitures
Revenue/Non-GAAP pro forma
adjusted revenue *
Mobility
Revenue/Pro forma revenue *
Indices
Revenue/Pro forma revenue *
Revenue/Pro forma revenue *
Divestitures
Revenue/Non-GAAP pro forma
adjusted revenue *
Engineering
Solutions
Revenue/Pro forma revenue *
Revenue/Pro forma revenue *
10 S&P Global 2023 Annual Report
2023
2022 % Change
$4,376
—
$4,102
(9)
$4,376
$4,093
$3,332
$3,050
$3,332
$3,050
$1,946
—
$1,788
(12)
7%
7%
9%
9%
9%
$1,946
$1,776
10%
$1,484
$1,484
$1,403
—
$1,351
$1,351
$1,356
(1)
10%
10%
3%
$1,403
$1,355
4%
$133
$133
$389
(66%)
$389
(66%)
Intersegment
Elimination
Intersegment elimination/Pro forma
intersegment elimination *
Intersegment elimination/Pro forma
intersegment elimination *
Total SPGI
Revenue/Pro forma revenue *
Divestitures
Revenue/Non-GAAP pro forma adjusted
revenue * (a)
2023
2022 % Change
$(177)
$(171)
(3%)
$(177)
$(171)
(3%)
$12,497
—
$11,864
(22)
5%
$12,497
$11,842
6%
Adjusted Net Income attributable to SPGI and Diluted EPS/Non-GAAP Pro Forma Adjusted Net Income
attributable to SPGI and Diluted EPS
(unaudited)
2023
2022
% Change
Reported/Pro forma *
$2,626
$8.23
$3,543
$10.53
(26)%
(22)%
Net Income
attributable
to SPGI
Diluted
EPS
Net Income
attributable
to SPGI
Diluted
EPS
Net Income
attributable to
SPGI
Diluted
EPS
Adjusted non-GAAP adjustments/
Pro forma non-GAAP adjustments (b)
Adjusted deal-related amortization/
Pro forma deal-related amortization
560
1.75
(507)
(1.51)
833
2.61
740
2.20
Divestitures
—
—
(9)
(0.03)
Adjusted/Non-GAAP pro forma adjusted *
$4,019
$12.60
$3,765
$11.19
7%
13%
*
The twelve months ended December 31, 2022 include pro forma and non-GAAP pro forma adjusted measures. For pro forma to Non-GAAP pro forma adjusted
reconciliations refer to Exhibit 99.2 of the current report on Form 8-K furnished on February 8, 2024.
Note - Totals presented may not sum due to rounding.
(a) Adjusted revenue excluding Engineering Solutions increased 8% compared to non-GAAP pro forma adjusted revenue in 2022. 2023 includes the contribution of
revenue from Engineering Solutions of $133 million and 2022 includes the contribution of pro forma revenue from Engineering Solutions of $389 million.
(b)
The twelve months ended December 31, 2023 include IHS Markit merger costs of $236 million, employee severance charges of $184 million, acquisition-related
costs of $77 million, loss on dispositions of $70 million, disposition-related costs of $24 million, lease impairments of $14 million, asset impairments of $9 million,
an asset write-off of $1 million, premium amortization benefit of $27 million and a tax benefit of $16 million associated with a disposition. The twelve months
ended December 31, 2022 include a gain on disposition of $1.9 billion, IHS Markit merger costs of $619 million, employee severance charges of $289 million,
a S&P Foundation grant of $200 million, disposition-related costs of $24 million, a gain on acquisition of $10 million, an asset impairment of $9 million, lease
impairments of $5 million, legal costs of $5 million, an asset write-off of $4 million and an acquisition-related benefit of $4 million. The twelve months ended
December 31, 2022 also include a loss on extinguishment of debt of $8 million and tax expense of $157 million associated with a gain on dispositions. The twelve
months ended December 31, 2022 also includes an adjustment related to the JV Partner’s portion of the gain on the disposition of the L100 Index as part of the
sale of LCD to Morningstar.
S&P Global 2023 Annual Report 11
14
48
49
50
51
52
53
92
93
97
98
99
Management’s Discussion and Analysis
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Equity
Notes to the Consolidated Financial Statements
Report of Management
Report of Independent Registered Public Accounting Firm
Shareholder Information
Board of Directors
Executive Committee
12 S&P Global 2023 Annual Report
2023
Financial
Performance
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.
The MD&A provides information on factors that we believe
are important in understanding our results of operations and
comparability and certain other factors that may affect our
future results. The MD&A should be read in conjunction with
the consolidated financial statements and accompanying notes
included in our 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”).
The MD&A includes the following sections:
– Overview
– Results of Operations
– Liquidity and Capital Resources
– Reconciliation of Non-GAAP Financial Information
– Critical Accounting Estimates
– Recent Accounting Standards
Certain of the statements below are forward-looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995. In addition, any projections of future results of
operations and cash flows are subject to substantial uncertainty.
See Forward-Looking Statements on page 46 of this report.
Overview
We are a provider of credit ratings, benchmarks, analytics
and workflow solutions in the global capital, commodity
and automotive markets. The capital markets include asset
managers, investment banks, commercial banks, insurance
companies, exchanges, trading firms and issuers; the commodity
markets include producers, traders and intermediaries within
energy, petrochemicals, metals & steel and agriculture; and
the automotive markets include manufacturers, suppliers,
dealerships, service shops and consumers.
Our operations consist of five businesses: S&P Global Market
Intelligence (“Market Intelligence”), S&P Global Ratings
(“Ratings”), S&P Global Commodity Insights (“Commodity
Insights”), S&P Global Mobility (“Mobility”) and S&P Dow Jones
Indices (“Indices”). As of May 2, 2023, we completed the sale of
Engineering Solutions (“Engineering Solutions”), a provider of
engineering standards and related technical knowledge, and the
results are included through that date.
– Market Intelligence is a global provider of multi-asset-
class data and analytics integrated with purpose-built
workflow solutions.
– Ratings is an independent provider of credit ratings,
research and analytics, offering investors and other market
participants information, ratings and benchmarks.
– Commodity Insights is a leading independent provider of
information and benchmark prices for the commodity and
energy markets.
– Mobility is a leading provider of solutions serving the full
automotive value chain including vehicle manufacturers
(OEMs), automotive suppliers, mobility service providers,
retailers, consumers, and finance and insurance companies.
– Indices is a global index provider maintaining a wide variety
of valuation and index benchmarks for investment advisors,
wealth managers and institutional investors.
– 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.
On May 2, 2023, we completed the sale of Engineering Solutions
to Allium Buyer LLC, a Delaware limited liability company
controlled by funds affiliated with Kohlberg Kravis Roberts &
Co. L.P. (“KKR”). We received the full proceeds from the sale of
$975 million in cash, subject to purchase price adjustments,
which we expect to result in approximately $750 million in
after-tax proceeds. The assets and liabilities of Engineering
Solutions were classified as held for sale in our consolidated
balance sheet as of December 31, 2022. During the year ended
December 31, 2023, we recorded a pre-tax loss of $120 million
in Loss (gain) on dispositions and disposition-related costs of
$16 million in selling and general expenses in the consolidated
statement of income ($182 million after-tax, net of a release
of a deferred tax liability of $157 million) related to the sale of
Engineering Solutions. The transaction followed our announced
intent in November of 2022 to divest the business. Engineering
Solutions became part of the Company following our merger
with IHS Markit. See Note 2 - Acquisitions and Divestitures to the
consolidated financial statements under Item 8, Consolidated
Financial Statements and Supplementary Data, in our Annual
Report on Form 10-K for further discussion.
On February 28, 2022, we completed the merger with IHS Markit
Ltd (“IHS Markit”), and as a result, IHS Markit and its subsidiaries
became wholly owned consolidated subsidiaries of S&P Global,
and the financial results include IHS Markit from the date of
acquisition. See Note 2 - Acquisitions and Divestitures to the
consolidated financial statements under Item 8, Consolidated
Financial Statements and Supplementary Data, in our Annual
Report on Form 10-K for further discussion.
14 S&P Global 2023 Annual Report
Shareholder Return
During the three years ended December 31, 2023, we have
returned approximately $18.2 billion to our shareholders
through a combination of share repurchases and our quarterly
dividends: we completed share repurchases of approximately
$15.3 billion and distributed regular quarterly dividends totaling
approximately $2.9 billion. Also, on January 23, 2024, the Board
of Directors approved a quarterly common stock dividend of
$0.91 per share.
Key Results
(in millions)
Revenue
Operating profit 2
% Operating margin
Diluted earnings per share from net income
Year ended December 31,
% Change 1
2023
$12,497
$4,020
32%
$8.23
2022
$11,181
$4,944
44%
$10.20
2021
’23 vs ’22
’22 vs ’21
$8,297
4,221
51%
$12.51
12%
(19)%
35%
17%
(19)%
(18)%
1 % changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented.
2
Operating profit for the year ended December 31, 2023 includes IHS Markit merger costs of $236 million, employee severance charges of $184 million, acquisition-
related costs of $77 million, loss on dispositions of $70 million, disposition-related costs of $24 million, lease impairments of $14 million, asset impairments of
$9 million and an asset write-off of $1 million. Operating profit for the year ended December 31, 2022 includes a gain on dispositions of $1.9 billion, IHS Markit
merger costs of $619 million, employee severance charges of $289 million, a S&P Foundation grant of $200 million, disposition-related costs of $24 million, a
gain on acquisition of $10 million, an asset impairment of $9 million, lease impairments of $5 million, legal costs of $5 million, an asset write-off of $4 million and
an acquisition-related benefit of $4 million. Operating profit for the year ended December 31, 2021 includes IHS Markit merger costs of $249 million, employee
severance charges of $19 million, gain on dispositions of $11 million, a lease impairment of $3 million, Kensho retention related expense of $2 million, acquisition-
related costs of $4 million and recovery of lease-related costs of $2 million. Operating profit also includes amortization of intangibles from acquisitions of
$1.1 billion, $959 million and $96 million for the years ended December 31, 2023, 2022 and 2021, respectively.
2023
Revenue increased 12% primarily due to the impact of the
merger with IHS Markit; subscription revenue growth for
Desktop products, RatingsXpress®, RatingsDirect®, and data
feed products within Data & Advisory Solutions at Market
Intelligence; growth in corporate bond ratings revenue and bank
loan ratings revenue due to higher refinancing activity and higher
non-transaction revenue due to an increase in surveillance
revenue and an increase in revenue at our CRISIL subsidiary at
Ratings; continued demand for market data and market insights
products, higher conference revenue and an increase in sales
usage-based royalties from the licensing of our proprietary
market data and price assessments to commodity exchanges at
Commodity Insights; price increases and new business growth
within the Dealer business as well as the favorable impact of
the acquisition of Market Scan in February of 2023 at Mobility;
and higher exchange-traded derivative revenue and higher data
subscription revenue at Indices. These increases were partially
offset by a decrease at Engineering Solutions due to its sale
on May 2, 2023, a decrease in new entity credit ratings revenue
at Ratings and lower over-the-counter derivatives revenue at
Indices. Foreign exchange rates had an unfavorable impact of
less than 1 percentage point.
Operating profit decreased 19%. Excluding the unfavorable
impact of a higher gain on dispositions in 2022 of 39 percentage
points, higher acquisition-related costs in 2023 of 2 percentage
points and higher amortization of intangibles in 2023 of 3
percentage points, partially offset by the impact of higher
IHS Markit merger costs in 2022 of 8 percentage points, the
impact of a S&P Foundation grant in 2022 of 4 percentage
points and higher employee severance charges in 2022 of
2 percentage points, operating profit increased 11%. The
increase was primarily due to revenue growth, partially offset
by expenses associated with the merger with IHS Markit, higher
compensation costs and increased incentives. Foreign exchange
rates had a favorable impact of 1 percentage point.
2022
Revenue increased 35% primarily due to the impact of the
merger with IHS Markit; subscription revenue growth for certain
Desktop products, RatingsXpress®, RatingsDirect®, and certain
data feed products within Data & Advisory Solutions at Market
Intelligence; continued demand for market data and market
insights products and higher conference revenue at Commodity
Insights; higher exchange-traded derivative revenue, higher
average levels of assets under management for mutual funds
and higher data subscription revenue at Indices. These increases
were partially offset by a decrease in revenue at Ratings due
to lower corporate bond ratings revenue driven by a decrease
in high-yield and investment-grade issuance volumes, lower
bank loan ratings revenue and a decrease in structured finance
revenue. Foreign exchange rates had an unfavorable impact of
2 percentage points.
Operating profit increased 17%. Excluding the favorable
impact of a higher gain on dispositions of 57 percentage points,
partially offset by the impact of higher IHS Markit merger costs
in 2022 of 11 percentage points, a S&P Foundation grant in
2022 of 6 percentage points, higher amortization of intangibles
from acquisitions in 2022 of 26 percentage points and higher
employee severance charges in 2022 of 8 percentage points
and disposition-related costs of 1 percentage point, operating
profit increased 12%. The increase was primarily due to revenue
S&P Global 2023 Annual Report 15
Data and Technology
– Strengthening data management capabilities for cross-
enterprise value creation, ensuring data quality through
governance, enhanced architecture, and policy codification.
Utilizing advanced technologies to enhance data processing
efficiency, precision, and drive new insights, prioritizing
optimized data management and analysis;
– Adopting efficient modern native cloud technologies and data
services; implementing technologies that align with customer
needs and unlock new opportunities; and
– Formulating and executing on an enterprise-wide AI
strategy that accelerates innovation in our product offerings
and drives the productivity of our people with common
AI capabilities.
Lead and Inspire
– Continuing to improve diverse representation through
hiring, advancement and retention, while continuing
to raise awareness through Diversity, Equity, and
Inclusion education; and
– Ensuring our people are engaged with a particular focus on
learning, development and career opportunities, and continue
to embed our purpose and values throughout the Company.
Execute and Deliver
– Driving continuous commitment to risk management,
compliance, and control across S&P Global;
– Strengthening the security and resiliency of business-
critical systems through the elimination of known risk areas
vulnerable to threat actor exploitation; and
– Creating a more sustainable impact.
There can be no assurance that we will achieve success in
implementing any one or more of these strategies as a variety
of factors could unfavorably impact operating results, including
prolonged difficulties in the global credit markets and a change
in the regulatory environment affecting our businesses. See Item
1A, Risk Factors in our Annual Report on Form 10-K.
Further projections and discussion on our 2024 outlook for our
segments can be found within “ – Results of Operations”.
growth, lower incentive costs and lower occupancy costs from
reduced real estate footprint, partially offset by expenses
associated with the merger with IHS Markit, an increase in
compensation costs driven by additional headcount and annual
merit and promotion increases, the resumption of business
travel from the lifting of COVID restrictions, higher outside
services expenses and an increase in technology expenses.
Foreign exchange rates had an unfavorable impact of less than
1 percentage point.
Our Strategy
We are a provider of credit ratings, benchmarks, analytics
and workflow solutions in the global capital, commodity and
automotive markets. Our purpose is to accelerate progress. We
seek to deliver on this purpose in line with our core values of
integrity, discovery and partnership.
Powering Global Markets is the framework for our forward-
looking business strategy. Through this framework, we seek to
deliver an exceptional, differentiated customer experience by
enhancing our foundational capabilities, evolving and growing
our core businesses, and pursuing growth via adjacencies. In
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.
Customer at the Core
– Enhancing customer support and seamless user experience
with a focus on ease of discoverability, distribution, and
delivery of our products and services and integrated
capabilities; and
– Continuing to invest in customer facing solutions
and processes; and
– Prioritizing key strategic relationships to drive enterprise
alignment and account/relationship development.
Grow and Innovate
– Continuing to fund and accelerate key growth areas and
transformational adjacencies;
– Exercising disciplined organic capital allocation, inorganic
and partnership strategies; and
– Growing the value of S&P Global’s brand through an
integrated marketing and communication strategy; driving
awareness and consideration across the product offering.
16 S&P Global 2023 Annual Report
Results of Operations
CONSOLIDATED REVIEW
Year ended December 31,
% Change
2021
’23 vs ’22
’22 vs ’21
Net income attributable to S&P Global Inc.
$2,626
$3,248
$3,024
Year ended December 31,
% Change
2021
’23 vs ’22
’22 vs ’21
(in millions)
Revenue
Expenses:
Operating-related expenses
Selling and general expenses
Depreciation and amortization
Total expenses
Loss (gain) on dispositions
Equity in Income on Unconsolidated
Subsidiaries
Operating profit
Other expense (income), net
Interest expense, net
Loss on extinguishment of debt
Provision for taxes on income
Net income
Less: net income attributable to
noncontrolling interests
2023
$12,497
2022
$11,181
4,141
3,159
1,143
8,443
70
(36)
4,020
15
334
—
778
2,893
(267)
3,753
3,396
1,013
8,162
(1,898)
(27)
4,944
(70)
304
8
1,180
3,522
(274)
Revenue
(in millions)
Revenue
Subscription revenue
Non-subscription / transaction revenue
Non-transaction revenue
Asset-linked fees
Sales usage-based royalties
Recurring variable
% of total revenue:
Subscription revenue
Non-subscription / transaction revenue
Non-transaction revenue
Asset-linked fees
Sales usage-based royalties
Recurring variable
U.S. revenue
International revenue:
European region
Asia
Rest of the world
Total international revenue
% of total revenue:
U.S. revenue
International revenue
2023
$12,497
6,963
2,093
1,730
859
348
504
55%
17%
14%
7%
3%
4%
2022
$11,181
6,201
1,807
1,640
862
286
385
55%
16%
15%
8%
3%
3%
$7,542
$6,653
$5,012
2,822
1,375
758
$4,955
60%
40%
2,597
1,246
685
$4,528
60%
40%
1,995
874
416
$3,285
60%
40%
$8,297
2,180
1,729
178
4,087
(11)
—
4,221
(62)
119
—
901
3,263
(239)
$8,297
3,255
2,320
1,698
800
224
—
39%
28%
20%
10%
3%
—%
12%
10%
(7)%
13%
3%
N/M
33%
(19)%
N/M
10%
N/M
(34)%
(18)%
3%
(19)%
35%
72%
97%
N/M
N/M
N/M
N/M
17%
(14)%
N/M
N/M
31%
8%
(15)%
7%
12%
12%
16%
5%
—%
22%
31%
13%
9%
10%
11%
9%
35%
90%
(22)%
(3)%
8%
28%
N/M
33%
30%
43%
65%
38%
N/M- Represents a change equal to or in excess of 100% or not meaningful
S&P Global 2023 Annual Report 17
2023 Revenue by Type
2023 Revenue by Geographic Area
Non-Transaction
14%
Asset-linked fees
7%
European Region
23%
Asia
11%
Non-subscription
17%
Subscription
55%
Sales usage-based
royalties
3%
Recurring variable
4%
Rest of the
World
6%
U.S.
60%
2023
Revenue increased 12% as compared to 2022. Subscription
revenue increased in 2023 primarily due to the impact of the
merger with IHS Markit. Subscription revenue growth in Desktop
products, Credit & Risk Solutions and Data & Advisory Solutions
at Market Intelligence, continued demand for Commodity
Insights market data and market insights products and higher
data subscription revenue at Indices, partially offset by a
decrease at Engineering Solutions due to its sale on May 2, 2023.
Non-subscription / transaction revenue increased due to the
impact of the merger with IHS Markit, growth in corporate bond
ratings revenue and bank loan ratings revenue due to higher
refinancing activity at Ratings and an increase in conference
revenue at Commodity Insights, partially offset by a decrease
at Engineering Solutions due to its sale on May 2, 2023. Non-
transaction revenue increased due to an increase in surveillance
revenue and an increase in revenue at our CRISIL subsidiary,
partially offset by a decrease in new entity credit ratings revenue.
Asset linked fees remained relatively unchanged at Indices
due to higher average levels of assets under management
for ETFs, offset by product mix. The increase in sales-usage
based royalties was primarily driven by higher exchange-traded
derivative revenue at Indices and an increase in sales usage-
based royalties from the licensing of our proprietary market data
and price assessments to commodity exchanges at Commodity
Insights. Recurring variable revenue at Market Intelligence
increased due to the impact of the merger with IHS Markit and
fixed income new issuance volumes. See “Segment Review”
below for further information.
The unfavorable impact of foreign exchange rates reduced
revenue by less than 1 percentage point. This impact refers to
constant currency comparisons estimated by recalculating
current year results of foreign operations using the average
exchange rate from the prior year.
2022
Revenue increased 35% as compared to 2021. Subscription
revenue increased in 2022 primarily due to the impact of the
merger with IHS Markit. Subscription revenue growth in Desktop
products, Credit & Risk Solutions and Data & Advisory Solutions
at Market Intelligence, continued demand for Commodity
Insights market data and market insights products and higher
data subscription revenue at Indices also contributed to the
increase. Non-subscription / transaction revenue decreased
due to a decrease in corporate bond ratings revenue, bank loan
ratings revenue and structured finance revenue at Ratings,
partially offset by the impact of the merger with IHS Markit and
an increase in conference revenue at Commodity Insights. Non-
transaction revenue decreased primarily due to the unfavorable
impact of foreign exchange rates, a decrease in entity credit
ratings revenue and lower Ratings Evaluation Service (“RES”)
revenue, partially offset by an increase in revenue at our CRISIL
subsidiary and an increase in surveillance revenue at Ratings.
Asset linked fees increased primarily due to higher average levels
of assets under management for mutual funds at Indices. The
increase in sales-usage based royalties was primarily driven by
higher exchange-traded derivative revenue at Indices. Recurring
variable revenue at Market Intelligence represents revenue
from contracts for services that specify a fee based on, among
other factors, the number of trades processed, assets under
management, or the number of positions valued. See “Segment
Review” below for further information.
The unfavorable impact of foreign exchange rates reduced
revenue by 2 percentage points. This impact refers to constant
currency comparisons estimated by recalculating current year
results of foreign operations using the average exchange rate
from the prior year.
18 S&P Global 2023 Annual Report
Total Expenses
The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the years
ended December 31, 2023 and 2022:
(in millions)
2023
2022
% Change
Market Intelligence 1
Ratings 2
Commodity Insights 3
Mobility 4
Indices 5
Engineering Solutions 6
Intersegment eliminations 7
Total segments
Corporate Unallocated expense 8
Operating-
related
expenses
Selling and
general
expenses
Operating-
related
expenses
Selling and
general
expenses
Operating-
related
expenses
Selling and
general
expenses
$1,946
$1,165
$1,677
$983
963
644
408
221
85
(177)
4,090
51
$4,141
468
461
502
219
27
—
2,842
317
$3,159
928
513
296
207
197
(169)
3,649
104
404
466
385
218
76
—
2,532
864
$3,753
$3,396
16%
4%
26%
38%
7%
(57)%
5%
12%
(51)%
10%
18%
16%
(1)%
31%
1%
(65)%
N/M
12%
(63)%
(7)%
N/M - Represents a change equal to or in excess of 100% or not meaningful
1
2
3
4
5
6
7
8
In 2023, selling and general expenses include employee severance charges of $90 million, acquisition-related costs of $69 million, IHS Markit merger costs of $49
million, an asset impairment of $5 million and an asset write-off of $1 million. In 2022, selling and general expenses include employee severance charges of $90
million, IHS Markit merger costs of $35 million and acquisition-related costs of $2 million.
In 2023, selling and general expenses include employee severance charges of $10 million and an asset impairment of $1 million. 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 2023, selling and general expenses include IHS Markit merger costs of $35 million, employee severance charges of $26 million and acquisition-related costs of
$2 million. In 2022, selling and general expenses include employee severance charges of $45 million and IHS Markit merger costs of $26 million.
In 2023, selling and general expenses include employee severance charges of $9 million, IHS Markit merger costs of $3 million and acquisition-related costs of $2
million. 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.
In 2023, selling and general expenses include employee severance charges of $5 million and IHS Markit merger costs of $4 million. In 2022, selling and general
expenses include employee severance charges of $14 million and IHS Markit merger costs of $2 million.
In 2022, selling and general expenses include employee severance charges of $4 million.
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
In 2023, selling and general expenses include IHS Markit merger costs of $147 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. 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.
Operating-Related Expenses
Operating-related expenses increased 10% as compared to
2022, primarily driven by the impact of the merger with IHS
Markit, higher compensation costs and increased incentives.
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 decreased 7%. Excluding the
favorable impact of higher IHS Markit merger costs in 2022
of 14 percentage points, a S&P Foundation grant in 2022 of
8 percentage points and higher employee severance charges
in 2022 of 4 percentage points, partially offset by higher
acquisition-related costs in 2023 of 3 percentage points, selling
and general expenses increased 16%. The increase was primarily
driven by the impact of the merger with IHS Markit, higher
compensation costs and increased incentives.
Depreciation and Amortization
Depreciation and amortization was $1,143 million in 2023
compared to $1,013 million in 2022, primarily due to higher
intangible asset amortization driven by the impact of the
merger with IHS Markit, partially offset by lower intangible
asset amortization driven by the sale of Engineering Solutions
on May 2, 2023.
S&P Global 2023 Annual Report 19
The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the years
ended December 31, 2022 and 2021:
(in millions)
2022
2021
% Change
Market Intelligence 1
Ratings 2
Commodity Insights 3
Mobility 4
Indices 5
Engineering Solutions 6
Intersegment eliminations 7
Total segments
Corporate Unallocated expense 8
Operating-
related
expenses
Selling and
general
expenses
Operating-
related
expenses
Selling and
general
expenses
Operating-
related
expenses
Selling and
general
expenses
$1,677
$983
$922
$499
928
513
296
207
197
(169)
3,649
104
404
466
385
218
76
—
2,532
864
980
214
—
173
—
(146)
2,143
37
448
242
—
168
—
—
1,357
372
$3,753
$3,396
$2,180
$1,729
82%
(5)%
N/M
N/M
20%
N/M
(16)%
70%
N/M
72%
97%
(10)%
93%
N/M
30%
N/M
N/M
87%
N/M
97%
N/M - Represents a change equal to or in excess of 100% or not meaningful
1
2
3
4
5
6
7
8
In 2022, selling and general expenses include employee severance charges of $90 million, IHS Markit merger costs of $35 million and acquisition-related costs
of $2 million. In 2021, selling and general expenses include employee severance charges of $3 million, acquisition-related costs of $2 million and lease-related
costs of $1 million.
In 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 recovery of lease-related costs of $4 million and employee severance charges of $3 million.
In 2022, selling and general expenses include employee severance charges of $45 million and IHS Markit merger costs of $26 million. In 2021, selling and general
expenses include recovery of lease-related costs of $2 million.
In 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.
In 2022, selling and general expenses include employee severance charges of $14 million and IHS Markit merger costs of $2 million. In 2021, selling and general
expenses include recovery of lease-related costs of $1 million.
In 2022, selling and general expenses include employee severance charges of $4 million.
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
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. In 2021, selling and general expenses include IHS Markit merger costs of $249 million,
employee severance charges of $13 million, lease-related costs of $4 million, a lease impairment of $3 million, Kensho retention related expenses of $2 million
and acquisition-related costs of $2 million.
point, selling and general expenses increased 55%. The increase
was primarily driven by expenses associated with the merger
with IHS Markit and higher compensation costs, partially offset
by lower incentive costs.
Depreciation and Amortization
Depreciation and amortization was $1,013 million in 2022
compared to $178 million in 2021, primarily due to higher
intangible asset amortization driven by the impact of the
merger with IHS Markit.
Operating-Related Expenses
Operating-related expenses increased by 72% as compared to
2021 primarily driven by expenses associated with the merger
with IHS Markit and higher compensation costs, partially offset
by lower incentive costs.
Intersegment eliminations primarily relate to a royalty charged
to Market Intelligence for the rights to use and distribute content
and data developed by Ratings.
Selling and General Expenses
Selling and general expenses increased 97%. Excluding the
unfavorable impact of higher IHS Markit merger costs in 2022 of
18 percentage points, a S&P Foundation grant of 10 percentage
points, higher employee severance charges of 13 percentage
points and higher disposition-related costs of 1 percentage
20 S&P Global 2023 Annual Report
Market Intelligence 1
$983
$922
$499
(in millions)
Commodity Insights 3
Ratings 2
Mobility 4
Indices 5
Engineering Solutions 6
Intersegment eliminations 7
Total segments
Corporate Unallocated expense 8
related
expenses
$1,677
928
513
296
207
197
(169)
3,649
104
Operating-
Selling and
Operating-
Selling and
Operating-
Selling and
general
expenses
related
expenses
general
expenses
related
expenses
general
expenses
404
466
385
218
76
—
2,532
864
980
214
—
173
—
(146)
2,143
37
448
242
—
168
—
—
1,357
372
$3,753
$3,396
$2,180
$1,729
82%
(5)%
N/M
N/M
20%
N/M
(16)%
70%
N/M
72%
97%
(10)%
93%
N/M
30%
N/M
N/M
87%
N/M
97%
Loss (Gain) on Dispositions
During the year ended December 31, 2023, we completed the
following disposition and received the following contingent
payment that resulted in a pre-tax loss of $70 million, which
was included in Loss (gain) on dispositions in the consolidated
statement of income:
– During the year ended December 31, 2023, we recorded a
pre-tax loss of $120 million in Loss (gain) on dispositions and
disposition-related costs of $16 million in selling and general
expenses in the consolidated statements of income ($182
million after-tax, net of a release of a deferred tax liability of
$157 million) related to the sale of Engineering Solutions.
– In the first quarter of 2023, we received a contingent
payment following the sale of Leveraged Commentary and
Data (“LCD”) along with a related family of leveraged loan
indices in June of 2022. The contingent payment was 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, 2023, the
contingent payment resulted in a pre-tax gain of $46 million
($34 million after-tax) related to the sale of LCD in our Market
Intelligence segment and $4 million ($3 million after-tax)
related to the sale of a family of leveraged loan indices in our
Indices segment.
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 completed 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 year ended December 31, 2022, we
recorded a pre-tax gain of $505 million ($378 million after-
tax) for the sale of LCD. During the year ended December
31, 2022, we recorded a pre-tax gain of $52 million ($43
million after-tax) for the sale of a family of leveraged loan
indices in 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. We did not recognize a gain on the sale of the Base
Chemicals business.
– In March of 2022, we completed the previously announced
sale of CUSIP Global Services (“CGS”), a business within our
Market Intelligence segment, to FactSet Research Systems
Inc. for a purchase price of $1.925 billion in cash, subject to
customary adjustments. During the year ended December
31, 2022, we recorded a pre-tax gain of $1.342 billion
($1.005 billion after tax) in 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. We did
not recognize a gain on the sale of OPIS.
During the year ended December 31, 2021, we completed the
following dispositions that resulted in a pre-tax gain of $11
million, which was included in 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.
Operating Profit
We consider operating profit to be an important measure
for evaluating our operating performance and we evaluate
operating profit for each of the reportable business segments in
which we operate.
We internally manage our operations by reference to operating
profit with economic resources allocated primarily based on each
segment’s contribution to operating profit. Segment operating
profit is defined as operating profit before Corporate Unallocated
expense and Equity in Income on Unconsolidated Subsidiaries.
Segment operating profit is not, however, a measure of financial
performance under U.S. GAAP, and may not be defined and
calculated by other companies in the same manner.
S&P Global 2023 Annual Report 21
The table below reconciles segment operating profit to total operating profit:
(in millions)
Market Intelligence 1
Ratings 2
Commodity Insights 3
Mobility 4
Indices 5
Engineering Solutions 6
Total segment operating profit
Corporate Unallocated expense 7
Equity in Income on Unconsolidated Subsidiaries 8
Total operating profit
Year ended December 31,
% Change
2023
$714
1,864
704
260
925
19
4,486
(502)
36
$4,020
2022
$2,488
1,672
591
213
927
15
5,906
(989)
27
$4,944
2021
$676
2,629
544
—
798
—
4,647
(426)
—
$4,221
’23 vs ’22
’22 vs ’21
(71)%
11%
19%
22%
—%
24%
(24)%
49%
33%
(19)%
N/M
(36)%
9%
N/M
16%
N/M
27%
N/M
N/M
17%
N/M - Represents a change equal to or in excess of 100% or not meaningful
1
2
3
4
5
6
7
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.
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.
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.
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.
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.
2023 includes amortization of intangibles from acquisitions of $1 million. 2022 includes employee severance charges of $4 million and amortization of intangibles
from acquisitions of $35 million.
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
Corporate Unallocated Expense
Segment Operating Profit
Decreased 24% as compared to 2022. Excluding the unfavorable
impact of a higher gain on dispositions in 2022 of 33 percentage
points, higher amortization of intangibles from acquisitions
in 2023 of 2 percentage points and higher acquisition-related
costs of 1 percentage point, partially offset by higher employee
severance charges in 2022 of 1 percentage point, segment
operating profit increased 12%. The increase was primarily
due to revenue growth, partially offset by higher compensation
costs and increased incentives. See “Segment Review” below for
further information.
Corporate Unallocated expense includes costs for corporate
functions, select initiatives, unoccupied office space and Kensho,
included in selling and general expenses. Corporate Unallocated
expense decreased 49% compared to 2022. Excluding the impact
of higher IHS Markit merger costs in 2022 of 15 percentage
points, a S&P Foundation grant in 2022 of 7 percentage points
and higher employee severance charges in 2022 of 2 percentage
points, partially offset by a loss on disposition in 2023 of 4
percentage points, Corporate Unallocated expense increased
69% primarily due to increased incentives.
22 S&P Global 2023 Annual Report
Equity in Income on Unconsolidated Subsidiaries
The Company holds an investment in a 50/50 joint venture
arrangement with shared control with CME Group that combined
each of the company’s post-trade services into a new joint
venture, OSTTRA. The joint venture provides trade processing
and risk mitigation operations and incorporates CME Group’s
optimization businesses (Traiana, TriOptima, and Reset) and the
Company’s MarkitSERV business. The combination is intended to
increase operating efficiencies of both the company’s business
to more effectively service clients with enhanced platforms
and services for OTC markets across interest rate, FX, equity,
and credit asset classes. Equity in Income on Unconsolidated
Subsidiaries includes the OSTTRA joint venture acquired in
connection with the merger with IHS Markit. Equity in Income on
Unconsolidated Subsidiaries was $36 million for the year ended
December 31, 2023.
Foreign exchange rates had a favorable impact on operating
profit of 1 percentage point. This impact refers to constant
currency comparisons and the remeasurement of monetary
assets and liabilities. Constant currency impacts are estimated
by re-calculating current year results of foreign operations using
the average exchange rate from the prior year. Remeasurement
impacts are based on the variance between current-year and
prior-year foreign exchange rate fluctuations on assets and
liabilities denominated in currencies other than the individual
businesses functional currency.
2022
Segment Operating Profit
Increased 27% as compared to 2021. Excluding the favorable
impact of a higher gain on dispositions in 2022 of 41 percentage
points, partially offset by higher amortization of intangibles from
acquisitions in 2022 of 18 percentage points, higher employee
severance charges in 2022 of 4 percentage points and IHS Markit
merger related costs in 2022 of 1 percentage point, segment
operating profit increased 9%. The increase was primarily due
to revenue growth primarily due to the impact of the merger
with IHS Markit, lower incentive costs and lower occupancy
costs from reduced real estate footprint, partially offset by a
decrease in revenue at Ratings, expenses associated with the
merger with IHS Markit, an increase in compensation costs
driven by additional headcount and annual merit and promotion
increases, the resumption of business travel from the lifting of
COVID restrictions and an increase in technology expenses. See
“Segment Review” below for further information.
Corporate Unallocated Expense
Corporate Unallocated expense includes costs for corporate
functions, select initiatives, unoccupied office space and Kensho,
included in selling and general expenses. Corporate Unallocated
expense increased 132% compared to 2021. Excluding higher
IHS Markit merger costs in 2022 of 85 percentage points, a
S&P Foundation grant in 2022 of 56 percentage points, higher
employee severance charges in 2022 of 26 percentage points,
disposition-related costs in 2022 of 7 percentage points, an
asset impairment in 2022 of 2 percentage points and higher
acquisition-related costs in 2022 of 1 percentage point, partially
offset by a gain on acquisition in 2022 of 3 percentage points and
lower amortization of intangibles from acquisitions in 2022 of
1 percentage point, Corporate Unallocated expense decreased
41% primarily due to cost synergies and lower incentive costs.
Equity in Income on Unconsolidated Subsidiaries
The Company holds an investment in a 50/50 joint venture
arrangement with shared control with CME Group that combined
each of the company’s post-trade services into a new joint
venture, OSTTRA. The joint venture provides trade processing
and risk mitigation operations and incorporates CME Group’s
optimization businesses (Traiana, TriOptima, and Reset) and the
Company’s MarkitSERV business. The combination is intended to
increase operating efficiencies of both the company’s business
to more effectively service clients with enhanced platforms
and services for OTC markets across interest rate, FX, equity,
and credit asset classes. Equity in Income on Unconsolidated
Subsidiaries includes the OSTTRA joint venture acquired in
connection with the merger with IHS Markit. Equity in Income on
Unconsolidated Subsidiaries was $27 million for the year ended
December 31, 2022.
Foreign exchange rates had an unfavorable impact on operating
profit of less than 1 percentage point. This impact refers to
constant currency comparisons and the remeasurement of
monetary assets and liabilities. Constant currency impacts
are estimated by re-calculating current year results of foreign
operations using the average exchange rate from the prior year.
Remeasurement impacts are based on the variance between
current-year and prior-year foreign exchange rate fluctuations
on assets and liabilities denominated in currencies other than
the individual businesses functional currency.
Other Expense (Income), net
Other expense (income), net primarily includes the net periodic
benefit cost for our retirement and postretirement plans. Other
expense, net for 2023 was $15 million and other income, net
was $70 million and $62 million for 2022 and 2021, respectively.
During 2023 and 2022, lump sum withdrawals exceeded the
combined total anticipated annual service and interest cost of
our U.S. retirement plan and U.K. plan, respectively, triggering
the recognition of a non-cash pre-tax settlement charge of $23
million and $13 million, respectively. Excluding these pre-tax
settlement charges, other income, net was $9 million, $83 million,
and $62 million for 2023, 2022, 2021, respectively. The decrease
in other income, net in 2023 compared to 2022 was primarily due
to losses on our mark-to-market investments in 2023 compared
to gains in 2022 and the increase in 2022 compared to 2021 was
primarily due to a higher gain on investments in 2022.
Interest Expense, net
Net interest expense for 2023 increased $30 million compared to
2022 primarily due to the issuance of $750 million 5.25% senior
notes in September of 2023 and incremental expense related
to commercial paper borrowings. Net interest expense for 2022
increased $185 million compared to 2021 primarily due to higher
debt balances. See Note 5 - Debt to the consolidated financial
statements under Item 8, Consolidated Financial Statements
and Supplementary Data, in our Annual Report on Form 10-K for
further discussion.
S&P Global 2023 Annual Report 23
Loss on Extinguishment of Debt, net
In 2022, we recognized an $8 million loss on extinguishment
of debt which includes a tender premium paid to tendering
note holders in accordance with the terms of the tender offer
of $142 million, partially offset by a $134 million non-cash
write-off related to the fair market value step up premium on
extinguished debt.
Provision for Income Taxes
Our effective tax rate was 21.2%, 25.1% and 21.6% for
2023, 2022 and 2021, respectively. Fluctuation in tax rates
by year is primarily due to tax charge on merger related
divestitures and change in mix of income by jurisdiction.
Segment Review
MARKET INTELLIGENCE
Market Intelligence is a global provider of multi-asset-class data
and analytics integrated with purpose-built workflow solutions.
Market Intelligence’s portfolio of capabilities are designed to
help trading and investment professionals, government agencies,
corporations and universities track performance, generate alpha,
identify investment ideas, understand competitive and industry
dynamics, perform valuations and manage credit risk.
In January of 2023, we completed the acquisition of ChartIQ,
a premier charting provider for the financial services industry.
ChartIQ is a professional grade charting solution that allows
users to visualize data with a fully interactive web-based
library that works seamlessly across web, mobile and desktop.
It provides advanced capabilities including trade visualization,
options analytics, technical analysis and more. Additionally,
ChartIQ allows clients to visualize vendor-supplied data
combined with their own proprietary content, alternative
datasets or analytics. The acquisition further enhances our
S&P Capital IQ Pro platform and other workflow solutions to
provide the industry with leading visualization capabilities.
The acquisition of ChartIQ is not material to our consolidated
financial statements.
In January of 2023, we completed the acquisition of TruSight
Solutions LLC (“TruSight”) a provider of third-party vendor risk
assessments. The acquisition further expands the breadth
and depth of S&P Global’s third party vendor risk management
solutions by offering high-quality validated assessment data
to clients designed to reduce further the vendor due diligence
burden on service providers to the financial services industry.
The acquisition of TruSight is not material to our consolidated
financial statements.
In the first quarter of 2023, we received a contingent payment
following the sale of Leveraged Commentary and Data (“LCD”)
that resulted in a pre-tax gain of $46 million ($34 million after-
tax) which was included in Loss (gain) on dispositions in the
consolidated statements of income.
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.
In March of 2022, we completed the previously announced sale
of CUSIP Global Services (“CGS”), a business within our Market
Intelligence segment, to FactSet Research Systems Inc. for a
purchase price of $1.925 billion in cash, subject to customary
adjustments. During the year ended December 31, 2022, we
recorded a pre-tax gain of $1.342 billion ($1.005 billion after-tax)
in Loss (gain) on dispositions in the consolidated statements of
income related to the sale of CGS.
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.
See Note 2 - Acquisitions and Divestitures to the consolidated
financial statements under Item 8, Consolidated Financial
Statements and Supplementary Data, in our Annual Report on
Form 10-K for further discussion including information on the
merger with IHS Markit.
Market Intelligence includes the following business lines:
– Desktop — a product suite that provides data, analytics
and third-party research for global finance and corporate
professionals, which includes the Capital IQ platforms (which
are inclusive of S&P Capital IQ Pro, Capital IQ, Office and
Mobile products);
– Data & Advisory Solutions — a broad range of research,
reference data, market data, derived analytics and valuation
services covering both the public and private capital markets,
delivered through flexible feed-based or API delivery
mechanisms. This also includes issuer solutions for public
companies, a range of products for the maritime & trade
market, data and insight into Financial Institutions, the
telecoms, technology and media space as well as ESG and
supply chain data analytics;
– Enterprise Solutions — software and workflow solutions
that help our customers manage and analyze data; identify
risk; reduce costs; and meet global regulatory requirements.
The portfolio includes industry leading financial technology
solutions like Wall Street Office, Enterprise Data Manager,
Information Mosaic, and iLEVEL. Our Global Markets
Group offering delivers bookbuilding platforms across
multiple assets including municipal bonds, equities and
fixed income; 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.
Subscription revenue at Market Intelligence is primarily derived
from distribution of data, valuation services, analytics, third
party research, and credit ratings-related information through
24 S&P Global 2023 Annual Report
both feed and web-based channels. Subscription revenue also
includes software and hosted product offerings which provide
maintenance and continuous access to our platforms over the
contract term. Recurring variable revenue at Market Intelligence
represents revenue from contracts for services that specify a fee
based on, among other factors, the number of trades processed,
assets under management, or the number of positions valued.
Non-subscription revenue at Market Intelligence is primarily
related to certain advisory, pricing conferences and events, and
analytical services.
The following table provides revenue and segment operating profit information for the years ended December 31:
Year ended December 31,
% Change
(in millions)
Revenue
Subscription revenue
Recurring variable revenue
Non-subscription revenue
% of total revenue:
Subscription revenue
Recurring variable revenue
Non-subscription revenue
U.S. revenue
International revenue
% of total revenue:
U.S. revenue
International revenue
Operating profit 1
% Operating margin
2023
$4,376
$3,685
$504
$187
84%
12%
4%
$2,600
$1,776
59%
41%
$714
16%
2022
$3,811
$3,263
$385
$163
86%
10%
4%
$2,231
$1,580
59%
41%
$2,488
65%
2021
2,185
$2,131
$—
$54
98%
—%
2%
$1,374
$811
63%
37%
$676
31%
’23 vs ’22
’22 vs ’21
15%
13%
31%
15%
17%
12%
74%
53%
N/M
N/M
62%
95%
(71)%
N/M
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 dispositions of $1.8 billion, employee severance
charges of $90 million, IHS Markit merger costs of $35 million and acquisition-related costs of $2 million. 2021 includes employee severance charges of $3
million, a gain on disposition of $3 million, acquisition-related costs of $2 million and lease-related costs of $1 million. 2023, 2022 and 2021 include amortization
of intangibles from acquisitions of $561 million, $474 million and $65 million, respectively.
S&P Global 2023 Annual Report 25
2023
Revenue increased 15% primarily due to the impact of the
merger with IHS Markit. Subscription revenue growth for Market
Intelligence Desktop products, RatingsXpress®, RatingsDirect®,
and data feed products within Data and Advisory Solutions also
contributed to revenue growth. Foreign exchange rates had a
favorable impact of less than 1 percentage point.
Operating profit decreased 71%. Excluding the impact of a higher
gain on dispositions in 2022 of 79 percentage points, higher
amortization of intangibles in 2023 of 4 percentage points, higher
acquisition-related costs of 3 percentage point and higher IHS
Markit merger costs in 2023 of 1 percentage point, operating
profit increased 16% primarily due to revenue growth, partially
offset by expenses associated with the merger with IHS Markit,
higher compensation costs and increased incentives. Foreign
exchange rates had a favorable impact of 1 percentage point.
2022
Revenue increased 74% primarily due to the impact of the
merger with IHS Markit. Subscription revenue growth for
certain Market Intelligence Desktop products, RatingsXpress®,
RatingsDirect®, and certain data feed products within Data
and Advisory Solutions also contributed to revenue growth.
Foreign exchange rates had an unfavorable impact of 2
percentage points.
Operating profit increased 268%. Excluding the impact of a
gain on dispositions of 282 percentage points, partially offset
by higher amortization of intangibles of 63 percentage points,
employee severance charges in 2022 of 13 percentage points
and IHS Markit merger costs in 2022 of 5 percentage points,
operating profit increased 67% primarily due to revenue growth
and lower incentive costs, partially offset by expenses associated
with the merger with IHS Markit, an increase in technology
expenses and higher compensation costs. Foreign exchange
rates had a favorable impact of 4 percentage points.
Industry Highlights and Outlook
Market Intelligence continues to focus on developing key
product offerings in growth areas such as sustainability and
growing new products and product features by leveraging
technology investments. 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. 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. 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
example, the EU passed the Digital Operational Resilience Act
in December 2022 (“DORA”), which will take effect by the end
of January 2025. DORA will impose operational resilience and
cyber security standards and obligations, including technical
and organizational standards and responsibilities which may
require technology and/or organizational investment, upon (i)
many Market Intelligence financial market clients, who may look
to pass such obligations onto vendors like Market Intelligence,
and (ii) information and communications technology providers
designated by the EU as “Critical Third Party Providers,” which
may, or may not, include Market Intelligence. In addition, from
time to time, government and self-regulatory agencies in
jurisdictions where we operate conduct market studies on our
markets, which may result in the imposition of remedies that
impact our business.
At this time, the impact on Market Intelligence of any such
recently adopted or proposed laws or regulations, or market
studies, remains uncertain, but they could increase the
regulatory exposure of Market Intelligence or the costs and
legal risks relating to Market Intelligence’s activities, adversely
affect the ability of Market Intelligence to provide its products
and services, or result in changes in the demand for its products
and services. If Market Intelligence fails to comply with any such
laws or regulations, it could be subject to significant litigation,
civil or criminal penalties, monetary damages, regulatory
enforcement actions or fines. Regulatory developments may
also present commercial opportunities to Market Intelligence to
develop further or different services to enable better compliance
by its clients.
For a further discussion of competitive and other risks inherent
in our Market Intelligence business, see Item 1A, Risk Factors,
in our Annual Report on Form 10-K. For a further discussion of
the legal and regulatory environment in our Market Intelligence
business, see Note 13 – Commitments and Contingencies to the
consolidated financial statements under Item 8, Consolidated
Financial Statements and Supplementary Data, in our Annual
Report on Form 10-K.
RATINGS
Ratings is an independent provider of credit ratings, research,
and analytics, offering investors and other market participants
information, ratings and benchmarks. Credit ratings are one of
several tools investors can use when making decisions about
purchasing bonds and other fixed income investments. They
are opinions about credit risk and our ratings express our
opinion about the ability and willingness of an issuer, such as
26 S&P Global 2023 Annual Report
pricing programs, fees for entity credit ratings and global
research and analytics at CRISIL. Non-transaction revenue also
includes an intersegment royalty charged to Market Intelligence
for the rights to use and distribute content and data developed
by Ratings. Royalty revenue for 2023, 2022 and 2021 was $154
million, $143 million and $136 million, respectively.
a corporation or state or city government, to meet its financial
obligations in full and on time. Our credit ratings can also
relate to the credit quality of an individual debt issue, such as a
corporate or municipal bond, and the relative likelihood that the
issue may default.
Ratings disaggregates its revenue between transaction and
non-transaction. Transaction revenue primarily includes fees
associated with:
– ratings related to new issuance of corporate and government
debt instruments, as well as structured finance debt
instruments; and
– bank loan ratings.
Non-transaction revenue primarily includes fees for surveillance
of a credit rating, annual fees for customer relationship-based
The following table provides revenue and segment operating profit information for the years ended December 31:
Year ended December 31,
% Change
(in millions)
Revenue
Transaction revenue
Non-transaction revenue
% of total revenue:
Transaction revenue
Non-transaction revenue
U.S. revenue
International revenue
% of total revenue:
U.S. revenue
International revenue
Operating profit 1
% Operating margin
2023
$3,332
$1,425
$1,907
43%
57%
$1,824
$1,508
55%
45%
$1,864
56%
2022
$3,050
$1,241
$1,809
41%
59%
$1,652
$1,398
54%
46%
$1,672
55%
2021
$4,097
$2,253
$1,844
55%
45%
$2,398
$1,699
59%
41%
$2,629
64%
’23 vs ’22
’22 vs ’21
9%
15%
5%
10%
8%
(26)%
(45)%
(2)%
(31)%
(18)%
11%
(36)%
1
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.
2023
Revenue increased 9%, with a favorable impact from foreign
exchange rates of less than 1 percentage point. Transaction
revenue increased due to growth in corporate bond ratings
revenue primarily driven by increased high-yield and investment-
grade issuance volumes due to higher refinancing activity.
An increase in bank loan ratings revenue driven by increased
issuance volumes due to higher refinancing activity also
contributed to transaction revenue growth. Non-transaction
revenue increased primarily due to an increase in surveillance
revenue and an increase in revenue at our CRISIL subsidiary,
partially offset by a decrease in new entity credit ratings revenue.
Transaction and non-transaction revenue also benefited from
improved contract terms across product categories.
Operating profit increased 11%. Excluding the impact of
higher employee severance costs in 2022 of 1 percentage
point, operating profit increased 10% due to revenue growth,
partially offset by higher current-year compensation costs and
prior-year write-downs in incentive compensation as result of
financial performance.
2022
Revenue decreased 26% with an unfavorable impact from foreign
exchange rates of 3 percentage points. Transaction revenue
decreased due to lower corporate bond ratings revenue driven by
a decrease in high-yield and investment-grade issuance volumes
and lower bank loan ratings revenue. A decrease in structured
finance revenues primarily driven by decreased issuance of U.S.
collateralized loan obligations (“CLOs”) also contributed to the
decrease in transaction revenue. Reduced issuance volumes
mainly resulted from unfavorable macroeconomic conditions
in 2022 compared to strong issuance levels in the prior year
period. Non-transaction revenue decreased 2% primarily
S&P Global 2023 Annual Report 27
due to the unfavorable impact of foreign exchange rates, a
decrease in entity credit ratings revenue and lower Ratings
Evaluation Service (“RES”) revenue driven by decreased M&A
activity, partially offset by an increase in revenue at our CRISIL
subsidiary and an increase in surveillance revenue. Excluding the
unfavorable impact of foreign exchange rates of 3 percentage
points, non-transaction revenue increased 1%. Transaction and
non-transaction revenue also benefited from improved contract
terms across product categories.
Operating profit decreased 36%, with an unfavorable impact
from foreign exchange rates of 1 percentage point. Excluding the
impact of employee severance charges in 2022 of 1 percentage
point, operating profit decreased 35% primarily due to a decline
in revenue partially offset by decrease in expenses. The decrease
in expenses was driven by lower incentive costs due to weaker
financial performance, lower outside services expenses, lower
occupancy costs from reduced real estate footprint, partially
offset by higher compensation costs driven by targeted
investments into key areas of the business, and the resumption
of business travel from the lifting of COVID restrictions.
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 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 *
High-yield issuance
Investment-grade issuance
Total issuance**
U.S.
80%
(2)%
7%
Europe
Global
59%
19%
17%
63%
6%
6%
Note – Global issuance includes U.S., Europe, Asia and the rest of the world.
*
Includes Industrials and Financial Services.
**
Includes rated and non-rated issuance.
– Corporate issuance was up in the U.S. and Europe due to an
increase in refinancing activity.
2023 Compared to 2022
Structured Finance
U.S.
Europe
Global
Asset-backed securities (“ABS”)
Structured credit (primarily
CLOs)
Commercial mortgage-backed
securities (“CMBS”)
Residential mortgage-backed
securities (“RMBS”)
Covered bonds
Total issuance
* Represents no activity in 2023 or 2022.
5%
121%
(9)%
(3)%
12%
(9)%
(62)%
20%
(61)%
(40)%
(21)%
(29)%
*
(19)%
6%
10%
(1)%
(9)%
28 S&P Global 2023 Annual Report
– ABS issuance increased in the U.S. and Europe driven by auto
loans, with Europe also up from a low 2022 base.
– CLO issuance was down in the U.S. and Europe structured
credit markets due to a decline in new issuance.
– CMBS and RMBS issuance was down in the U.S. reflecting
unfavorable market conditions.
– Covered bond (debt securities backed by mortgages or other
high-quality assets that remain on the issuer’s balance sheet)
issuance in Europe increased as cheaper government funding
programs slowed down.
Industry Highlights and Outlook
Revenue increased in 2023 primarily driven by an increase in
corporate bond ratings revenue, bank loan ratings revenue and
an increase in non-transaction revenue. Increased issuance
volumes due to higher refinancing activity drove increases in
corporate bond ratings revenue and bank loan ratings revenue.
CRISIL revenue increased across all segments, led by Global
Benchmarking Analytics and Global Research & Risk Solutions.
Sustainability initiatives and international expansion in China
continue to be areas of focus for Ratings.
Legal and Regulatory Environment
General
Ratings and many of the securities that it rates are subject to
extensive regulation in both the U.S. and in other countries, and
therefore existing and proposed laws and regulations can impact
the Company’s operations and the markets in which it operates.
Additional laws and regulations have been adopted but not yet
implemented or have been proposed or are being considered.
In addition, in certain countries, governments may provide
financial or other support to locally-based rating agencies.
For example, governments may from time to time establish
official rating agencies or credit ratings criteria or procedures
for evaluating local issuers. We have reviewed the new laws,
regulations and rules which have been adopted and we have
implemented, or are planning to implement, changes as required.
We do not believe that such new laws, regulations or rules will
have a material adverse effect on our financial condition or
results of operations. Other laws, regulations and rules relating
to credit rating agencies are 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. Similarly, other laws, regulations and rules are
being considered or are likely to be considered in the future that
may impact ancillary and other services provided by Ratings in
addition to its credit rating products and services, for example
regulatory oversight regimes for ESG ratings providers such
as the proposal for an EU regulation on the transparency and
integrity of ESG rating activities. 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.
direct supervisory responsibility for the registered credit rating
industry throughout the EU.
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). Many of these proceedings,
investigations and inquiries relate to the ratings activity of
Ratings and are or have been brought by purchasers of rated
securities. In addition, various government and self-regulatory
agencies frequently make inquiries and conduct investigations
into Ratings’ compliance with applicable laws and regulations.
Any of these proceedings, investigations or inquiries (including
market studies) could ultimately result in adverse judgments,
damages, fines, penalties, activity restrictions or negative
impacts on our cash flow, which could adversely impact our
consolidated financial condition, cash flows, business or
competitive position.
U.S.
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. The financial services industry is subject to
the potential for increased regulation in the U.S.
S&P Global Ratings is a credit rating agency that is registered
with the SEC as a Nationally Recognized Statistical Rating
Organization (“NRSRO”). The SEC first began informally
designating NRSROs in 1975 for use of their credit ratings in
the determination of capital charges for registered brokers and
dealers under the SEC’s Net Capital Rule. The Reform Act created
a new SEC registration system for rating agencies that choose
to register as NRSROs. Under the Reform Act, the SEC is given
authority and oversight of NRSROs and can censure NRSROs,
revoke their registration or limit or suspend their registration
in certain cases. The rules implemented by the SEC pursuant
to the Reform Act, the Dodd Frank Act and the Exchange Act
address, among other things, prevention or misuse of material
non-public information, conflicts of interest, documentation and
assessment of internal controls, and improving transparency
of ratings performance and methodologies. The public portions
of the current version of S&P Global Ratings’ Form NRSRO are
available on S&P Global Ratings’ website.
European Union
In the European Union (“EU”), the credit rating industry is
registered and supervised through a pan-European regulatory
framework which is a compilation of three sets of legislative
actions. 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 January
of 2011, the EU established the European Securities and
Markets Authority (“ESMA”), which, among other things, has
Additional rules augmenting the supervisory framework for
credit rating agencies went into effect in 2013. Commonly
referred to as CRA3, these rules, among other things:
– impose various additional procedural requirements with
respect to ratings of sovereign issuers;
– require member states to adopt laws imposing liability on
credit rating agencies for an intentional or grossly negligent
failure to abide by the applicable regulations;
– impose mandatory rotation requirements on credit rating
agencies hired by issuers of securities for ratings of
resecuritizations, which may limit the number of years a
credit rating agency can issue ratings for such securities of a
particular issuer;
– impose restrictions on credit rating agencies or
their shareholders if certain ownership thresholds
are crossed; and
– impose additional procedural and substantive requirements
on the pricing of services.
From January 2025, Ratings will be subject in the EU to new
operational resilience and cyber security standards under
the Digital Operational Resilience Act, including technical and
organizational standards and responsibilities which may require
technology and/or organizational investment.
The financial services industry is subject to the potential for
increased regulation in the EU.
United Kingdom
Following its exit from the European Union, the United Kingdom
(“U.K.”) established a credit rating agencies oversight regime with
rules that closely mirror those in place in the EU. Ratings was
granted registration with the U.K. Financial Conduct Authority
(“FCA”) on January 1, 2021. It is possible that the rules applicable
to credit rating agencies in the U.K. will diverge from those in
the EU in the future as a result of changes to one or the other
legislative regime or differing approaches by the FCA and ESMA.
Other Jurisdictions
Outside of the U.S., the EU and the U.K., regulators and
government officials have also been implementing formal
oversight of credit rating agencies. Ratings is subject to
regulations in most of the foreign jurisdictions in which it
operates and continues to work closely with regulators globally
to promote the global consistency of regulatory requirements.
Regulators in additional countries may introduce new
regulations in the future.
For a further discussion of competitive and other risks inherent
in our Ratings business, see Item 1A, Risk Factors, in our Annual
Report on Form 10-K. For a further discussion of the legal and
regulatory environment in our Ratings business, see Note 13 –
Commitments and Contingencies to the consolidated financial
statements under Item 8, Consolidated Financial Statements
and Supplementary Data, in our Annual Report on Form 10-K.
S&P Global 2023 Annual Report 29
COMMODITY INSIGHTS
Commodity Insights is a leading independent provider of
information and benchmark prices for the commodity and energy
markets. Commodity Insights provides essential price data,
analytics, industry insights and software & services, enabling
the commodity and energy markets to perform with greater
transparency and efficiency.
Commodity Insights includes the following business lines:
– Energy & Resources Data & Insights — includes data,
news, insights, and analytics for petroleum, gas, power &
renewables, petrochemicals, metals & steel, agriculture, and
other commodities;
– Price Assessments — includes price assessments and
benchmarks, and forward curves;
– Upstream Data & Insights — includes exploration &
production data and insights, software and analytics; and
– Advisory & Transactional Services — includes consulting
services, conferences, events and global trading services.
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.
See Note 2 - Acquisitions and Divestitures to the consolidated
financial statements under Item 8, Consolidated Financial
Statements and Supplementary Data, in our Annual Report on
Form 10-K for further discussion including information on the
merger with IHS Markit.
The following table provides revenue and segment operating profit information for the years ended December 31:
Year ended December 31,
% Change
(in millions)
Revenue
Subscription revenue
Sales usage-based royalties
Non-subscription revenue
% of total revenue:
Subscription revenue
Sales usage-based royalties
Non-subscription revenue
U.S. revenue
International revenue
% of total revenue:
U.S. revenue
International revenue
Operating profit 1
% Operating margin
2023
$1,946
$1,707
$81
$158
88%
4%
8%
$773
$1,173
40%
60%
$704
36%
2022
$1,685
$1,492
$67
$126
89%
4%
7%
$673
$1,012
40%
60%
$591
35%
2021
$1,012
$933
$66
$13
92%
7%
1%
$356
$656
35%
65%
$544
54%
’23 vs ’22
’22 vs ’21
16%
14%
21%
25%
15%
16%
66%
60%
2%
N/M
89%
54%
19%
9%
N/M - Represents a change equal to or in excess of 100% or not meaningful
1
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.
2023
Revenue increased 16% primarily due to the impact of the
merger with IHS Markit, continued demand for market data and
market insights products driven by expanded product offerings
to our existing customers under enterprise use contracts and
higher conference revenue. 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 Energy & Resources Data & Insights, Price Assessments
and Upstream Data & Insights businesses continue to be the
most significant revenue streams, followed by the Advisory &
Transactional Services business. Foreign exchange rates had an
unfavorable impact of less than 1 percentage point.
Operating profit increased 19%. Excluding the impact of higher
amortization of intangibles from acquisitions in 2023 of 6
30 S&P Global 2023 Annual Report
percentage points and higher IHS Markit merger costs in 2023
of 3 percentage points, partially offset by higher employee
severance charges in 2022 of 6 percentage points, operating
profit increased 16%. The increase was primarily due to
revenue growth partially offset by expenses associated with the
merger with IHS Markit, higher compensation costs, increased
incentives, an increase in costs related to the Commodity
Insights conferences in 2023 and an increase in strategic
investments. Foreign exchange rates had a favorable impact of
1 percentage point.
2022
Revenue increased 66% primarily due to the impact of the
merger with IHS Markit, continued demand for market data and
market insights products driven by expanded product offerings
to our existing customers under enterprise use contracts and
higher conference revenue driven by the return of in-person
attendance at Commodity Insights conferences in 2022
compared to virtual events in 2021. The Energy & Resources Data
& Insights, Price Assessments and Upstream Data & Insights
businesses continue to be the most significant revenue drivers,
followed by the Advisory & Transactional Services business,
which contributed large growth in the first quarter of 2022.
Foreign exchange rates had an unfavorable impact of
1 percentage point.
Operating profit increased 9%. Excluding the impact of higher
amortization of intangibles from acquisitions of 19 percentage
points, employee severance charges in 2022 of 8 percentage
points and IHS Markit merger costs in 2022 of 5 percentage
points, operating profit increased 41%. The increase was
primarily due to revenue growth partially offset by expenses
associated with the merger with IHS Markit, an increase in costs
related to the Commodity Insights conferences in 2022, higher
compensation costs, the resumption of business travel from the
lifting of COVID restrictions and an increase in operating costs
to support business initiatives at Commodity Insights. Foreign
exchange rates had a favorable impact of 1 percentage point.
Industry Highlights and Outlook
In 2023, the impact of the merger with IHS Markit, sustained
demand for market data and market insights products, higher
conference revenue and 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 contributed to revenue growth.
Commodity Insights launched new products in 2023 including
Platts Connect, a web/mobile based application integrating
Platts & IHS Markit’s energy and commodities content through
one integrated platform. Commodity Insights continues to focus
on developing new products and product features leveraging
technology investments and developing key product offerings in
sustainability, including energy transition.
Legal and Regulatory Environment
Commodity Insights’ price assessment business is subject to
increasing regulatory scrutiny. Commodity Insights is subject to
commodity benchmark regulation in the EU (the “EU Benchmark
Regulation”) and the U.K. (the “U.K. Benchmark Regulation”), as
well as increasing regulation in other jurisdictions. Commodity
Insights has obtained authorization and is now supervised by
the Dutch Authority for the Financial Markets in the Netherlands
under the EU Benchmark Regulation, and it will likely need to
take similar steps in other jurisdictions including the United
Kingdom when the transitional period under the EU Benchmark
Regulation (and its equivalent under the U.K. Benchmark
Regulation) ends, as well as in jurisdictions outside of Europe
implementing similar legislation.
The EU’s package of legislative measures called the Markets
in Financial Instruments Directive and Regulation (collectively
“MiFID II”) have applied in all EU Member States since 2018.
MiFID II includes provisions that, among other things: (i)
impose new conditions and requirements on the licensing of
benchmarks and provide for non-discriminatory access to
exchanges and clearing houses; (ii) modify the categorization
and treatment of certain classes of derivatives; (iii) expand
the categories of trading venue that are subject to regulation;
(iv) require the unbundling of investment research and direct
how asset managers pay for research either out of a research
payment account or from a firm’s profits; and (v) provide for
the mandatory trading of certain derivatives on exchanges
(complementing the mandatory derivative clearing requirements
in the E.U. Market Infrastructure Regulation of 2011). MiFID II and
potential subsequent amendments may result in changes to the
manner in which the Commodity Insights business licenses its
price assessments. MiFID II and the Market Abuse Regulation
may impose additional regulatory burdens on Commodity
Insights activities in the EU over time, but their impact on, and
costs to, the Company have not yet been substantive.
In October of 2012, IOSCO issued its Principles for Oil Price
Reporting Agencies (“PRA Principles”), which are intended to
enhance the reliability of oil price assessments referenced in
derivative contracts subject to regulation by IOSCO members.
Commodity Insights has aligned its operations with the PRA
Principles and, as recommended by IOSCO in its final report on
the PRA Principles, has aligned to the PRA Principles for other
commodities for which it publishes benchmarks.
From time to time, government and self-regulatory agencies in
jurisdictions where we operate conduct market studies on our
markets, which may result in the imposition of remedies that
impact our business.
For a further discussion of competitive and other risks inherent
in our Commodity Insights business, see Item 1A, Risk Factors,
in our Annual Report on Form 10-K. For a further discussion of
the legal and regulatory environment in our Commodity Insights
business, see Note 13 – Commitments and Contingencies to the
consolidated financial statements under Item 8, Consolidated
Financial Statements and Supplementary Data, in our Annual
Report on Form 10-K.
S&P Global 2023 Annual Report 31
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.
In February of 2023, we completed the acquisition of Market
Scan Information Systems Inc. (“Market Scan”), a leading
provider of automotive pricing and incentive intelligence,
including Automotive Payments as a ServiceTM and its powerful
payment calculation engine. The addition of Market Scan
to Mobility enabled the integration of detailed transaction
intelligence in areas that are complementary to existing services
for dealers, OEMs, lenders, and other market participants. The
acquisition of Market Scan is not material to our consolidated
financial statements.
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.
Mobility’s revenue is generated primarily through the
following sources:
– Subscription revenue — Mobility’s core information products
provide critical information and insights to all global OEMs,
most of the world’s leading suppliers, and the majority of
North American dealerships. Mobility operates across both
the new and used car markets. Mobility provides data and
insight on future vehicles sales and production, including
detailed forecasts on technology and vehicle components;
supplies car makers and dealers with market reporting
products, predictive analytics and marketing automation
software; and supports dealers with vehicle history reports,
used car listings and service retention 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.
The Mobility business was acquired in connection with the
merger with IHS Markit on February 28, 2022 and financial
results are included since the date of acquisition.
The following table provides revenue and segment operating profit information for the years ended December 31:
Year ended December 31,
% Change
(in millions)
Revenue
Subscription revenue
Non-subscription revenue
% of total revenue:
Subscription revenue
Non-subscription revenue
U.S. revenue
International revenue
% of total revenue:
U.S. revenue
International revenue
Operating profit 1
% Operating margin
2023
$1,484
$1,169
$315
79%
21%
$1,223
$261
82%
18%
$260
18%
2022
$1,142
$888
$254
78%
22%
$932
$210
82%
18%
$213
19%
2021
’23 vs ’22
’22 vs ’21
$—
$—
$—
—%
—%
$—
$—
—%
—%
$—
—%
30%
32%
24%
31%
24%
N/M
N/M
N/M
N/M
N/M
22%
N/M
N/M- Represents a change equal to or in excess of 100% or not meaningful
1
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.
32 S&P Global 2023 Annual Report
2023
Revenue increased 30% primarily due to the impact of the
merger with IHS Markit, price increases and new business
growth within the Dealer business as well as the favorable
impact of the acquisition of Market Scan in February of
2023. Increases within the Financial business due to strong
underwriting volumes and the Manufacturing business due
to strong recall activity and uptick in marketing solutions also
contributed to revenue growth. Foreign exchange rates had an
unfavorable impact of less than 1 percentage point.
Operating profit increased 22%. Excluding the impact of higher
amortization of intangibles from acquisitions in 2023 of 5
percentage points, an acquisition-related benefit in 2022 of
1 percentage point and higher employee severance charges
in 2023 of 1 percentage point, operating profit increased 29%
driven by revenue growth, partially offset by the impact of the
merger with IHS Markit, higher compensation costs, increased
incentives, higher technology costs and expenses associated
with the acquisition of Market Scan. Foreign exchange rates had
an unfavorable impact of 2 percentage points.
Industry Highlights and Outlook
In 2023, Mobility delivered revenue growth across its businesses.
Specifically, strong new business growth and the acquisition
of Market Scan in February of 2023 within the Dealer business
contributed to revenue growth. Mobility continued to focus on
multiple growth opportunities including: evolving our forecasting
business to encompass new technologies and new forms of
mobility; supporting the industry in its transformation to hybrid
electric vehicles and digital retail; enabling consumers to shop,
buy, service and sell used cars; and, leveraging the power of
S&P Global to develop products for financial markets and to
facilitate the industry’s transition towards sustainable mobility.
Legal and Regulatory Environment
Certain types of information that our Mobility business collects,
compiles, stores, uses, transfers, publishes and/or sells is
subject to laws and regulations in various jurisdictions in which
it operates. There is an increasing public concern regarding, and
resulting regulations of, privacy, data, and consumer protection
issues. Certain laws and regulations to which our Mobility
business is subject pertain to personally identifiable information
relating to individuals. Such laws and regulations constrain the
collection, use, storage, and transfer of personally identifiable
information, and impose other obligations with which we must
comply. Other regulation geared at consumer protection such as
the Federal Trade Commission’s CARS Rule announced in
December 2023 sets a framework to ensure transparency
throughout the vehicle buying and leasing process and could
therefore impact Mobility’s products and services. If our Mobility
business fails to comply with these laws or regulations, we could
be subject to significant litigation and civil or criminal penalties
(including monetary damages, regulatory enforcement actions
or fines) in one or more jurisdictions and reputational damage
resulting in the loss of data, brand equity and business. To
conduct our operations, our Mobility business also moves data
across national borders and consequently can be subject to a
variety of evolving and developing laws and regulations regarding
privacy, data protection, and data security in an increasing
number of jurisdictions. Many jurisdictions have passed laws in
this area, such as the U.S. Driver’s Privacy Protection Act (“DPPA”),
the European Union General Data Protection Regulation (the
“GDPR”), the cyber-security law adopted by China in 2017, the
separate consumer privacy laws in California and other states
in the U.S., as well as other jurisdictions considering imposing
such restrictions. These laws and regulations are increasing
in complexity and number, change frequently, and increasingly
conflict among the various countries in which our Mobility
business operates, which has resulted in greater compliance risk
and cost for us. It is possible that our Mobility business could
be prohibited or constrained from collecting or disseminating
certain types of data or from providing certain products or
services. If our Mobility business fails to comply with these laws
or regulations, we could be subject to significant litigation, civil or
criminal penalties, monetary damages, regulatory enforcement
actions or fines in one or more jurisdictions. For example, a
failure to comply with the GDPR could result in fines up to the
greater of €20 million or 4% of annual global revenues or in
the case of a DPPA violation, U.S. courts may award liquidated
damages of $2,500 per individual’s personal information.
Additional risks are presented by the evolving landscape related
to sanctions and export control laws. The landscape related
to these laws is evolving rapidly and presents compliance
challenges to all businesses covered by these laws. In addition,
from time to time, government and self-regulatory agencies in
jurisdictions where we operate conduct market studies on our
markets, which may result in the imposition of remedies that
impact our business.
For a further discussion of competitive and other risks inherent
in our Mobility business, see Item 1A, Risk Factors, in our Annual
Report on Form 10-K. For a further discussion of the legal and
regulatory environment in our Mobility business, see Note 13 –
Commitments and Contingencies to the consolidated financial
statements under Item 8, Consolidated Financial Statements
and Supplementary Data, in our Annual Report on Form 10-K.
S&P Global 2023 Annual Report 33
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.
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.
Indices derives revenue from asset-linked fees when investors
direct funds into its proprietary designed or owned indexes, sales
usage-based royalties of its indices, as well as data subscription
arrangements. Specifically, Indices generates revenue from the
following sources:
– 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.
The following table provides revenue and segment operating profit information for the years ended December 31:
Year ended December 31,
% Change
(in millions)
Revenue
Asset-linked fees
Subscription revenue
Sales usage-based royalties
% of total revenue:
Asset-linked fees
Subscription revenue
Sales usage-based royalties
U.S. revenue
International revenue
% of total revenue:
U.S. revenue
International revenue
Operating profit 1
Less: net income attributable
to noncontrolling interests
Net operating profit
% Operating margin
% Net operating margin
2023
$1,403
$859
$277
$267
61%
20%
19%
$1,147
$256
82%
18%
$925
$241
$684
66%
49%
2022
$1,339
$862
$258
$219
65%
19%
16%
$1,088
$251
81%
19%
$927
$249
$678
69%
51%
2021
$1,149
$800
$191
$158
69%
17%
14%
$959
$190
83%
17%
$798
$215
$583
70%
51%
’23 vs ’22
’22 vs ’21
5%
—%
7%
22%
5%
2%
—%
(3)%
1%
17%
8%
35%
38%
14%
30%
16%
16%
16%
1
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.
34 S&P Global 2023 Annual Report
(in millions)
Revenue
Asset-linked fees
Subscription revenue
Sales usage-based royalties
% of total revenue:
Asset-linked fees
Subscription revenue
Sales usage-based royalties
U.S. revenue
International revenue
% of total revenue:
U.S. revenue
International revenue
Operating profit 1
Less: net income attributable
to noncontrolling interests
Net operating profit
% Operating margin
% Net operating margin
Year ended December 31,
% Change
’23 vs ’22
’22 vs ’21
2023
$1,403
$859
$277
$267
61%
20%
19%
$1,147
$256
82%
18%
$925
$241
$684
66%
49%
2022
$1,339
$862
$258
$219
65%
19%
16%
$1,088
$251
81%
19%
$927
$249
$678
69%
51%
2021
$1,149
$800
$191
$158
69%
17%
14%
$959
$190
83%
17%
$798
$215
$583
70%
51%
5%
—%
7%
22%
5%
2%
—%
(3)%
1%
17%
8%
35%
38%
14%
30%
16%
16%
16%
Legal and Regulatory Environment
The financial benchmarks industry is subject to specific
benchmark regulation in the European Union (the “EU
Benchmark Regulation”), the United Kingdom (the “U.K.
Benchmark Regulation”), and Australia (the “Australia Benchmark
Regulation”). Various other jurisdictions, including the United
States, India, Canada and South Africa, are also considering
the regulation of financial benchmarks through new or
existing regimes.
Although they vary in scope, the requirements of the EU
Benchmark Regulation, the U.K. Benchmark Regulation and the
Australian Benchmark Regulation are similar. Indices currently
maintains a benchmark administrator in both the Netherlands
(authorized by the Dutch Authority for 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. The
Australian Benchmark Regulation requires a license from the
Australian Securities and Investment Commission (“ASIC”), which
Indices has obtained. These benchmark regulations have and
may continue to cause increased operating obligations, exposure,
compliance risk, and costs of doing business for Indices.
In July of 2013, IOSCO issued its Principles for Financial
Benchmarks (the “Financial Benchmark Principles”), intended
to promote the reliability of financial benchmarks. The Financial
Benchmark Principles address governance, benchmark quality
and accountability mechanisms, including with regard to the
indices published by Indices. Indices has taken steps to align its
governance regime, control framework and operations with the
Financial Benchmark Principles and engages an independent
auditor to perform an annual reasonable assurance review of its
adherence to the Financial Benchmark Principles.
From time to time, government and self-regulatory agencies in
jurisdictions where we operate conduct market studies on our
markets, which may result in the imposition of remedies that
impact our business.
For a further discussion of competitive and other risks inherent
in our Indices business, see Item 1A, Risk Factors, in our Annual
Report on Form 10-K. For a further discussion of the legal and
regulatory environment in our Indices business, see Note 13 –
Commitments and Contingencies to the consolidated financial
statements under Item 8, Consolidated Financial Statements
and Supplementary Data, in our Annual Report on Form 10-K.
2023
Revenue at Indices increased 5% primarily due to higher
exchange-traded derivative revenue driven by continued strength
in average trading volume and higher data subscription revenue,
partially offset by lower over-the-counter derivatives revenue.
Asset linked fees remained relatively unchanged at Indices due
to higher average levels of assets under management (“AUM”)
for ETFs, offset by product mix. Average levels of AUM for
ETFs increased 8% to $2.895 trillion and ending AUM for ETFs
increased 27% to $3.303 trillion compared to 2022. Foreign
exchange rates had an unfavorable impact of less than 1
percentage point.
Operating profit remained unchanged, decreasing less than 1%.
Excluding the impact of a higher gain on dispositions in 2022
of 5 percentage points and higher amortization of intangibles
from acquisitions in 2023 of 1 percentage point, partially offset
by higher employee severance charges in 2022 of 1 percentage
point, operating profit increased 5% due to revenue growth
partially offset by increased compensation costs and incentives.
Foreign exchange rates had a favorable impact of less than 1
percentage point.
2022
Revenue at Indices increased 17% primarily due to higher
exchange-traded derivative revenue driven by higher average
trading volume from increased volatility, higher average levels
of AUM for mutual funds, higher data subscription revenue and
the impact of the merger with IHS Markit. Ending AUM for ETFs
in 2022 was $2.601 trillion. Excluding AUM related to the merger
with IHS Markit, ending AUM for ETFs decreased 12% to $2.466
trillion and average levels of AUM for ETFs increased 5% to
$2.526 trillion compared to 2021. Foreign exchange rates had an
unfavorable impact of less than 1 percentage point.
Operating profit increased 16%. Excluding the impact of a gain
on disposition of 7 percentage points, partially offset by higher
amortization of intangibles from acquisitions of 4 percentage
points and employee severance charges in 2022 of 2 percentage
points, operating profit increased 15%. The impact of revenue
growth and lower incentive costs were partially offset by an
increase in outside services expenses, strategic investments,
higher compensation costs driven by annual merit increases,
higher data costs, the resumption of business travel from the
lifting of COVID restrictions and the impact of the merger with
IHS Markit. Foreign exchange rates had an unfavorable impact of
1 percentage point.
Industry Highlights and Outlook
Revenue increased in 2023 primarily due to higher exchange-
traded derivative revenue driven by continued strength in
average trading volume, higher data subscription revenue and
higher average levels of AUM for ETFs, partially offset by lower
over-the-counter derivatives revenue. Indices continues to be a
leading index provider for the ETF market space. Sustainability,
thematic and factor indices and multi-asset-class indices
continue to be key strategic growth areas for Indices.
S&P Global 2023 Annual Report 35
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. See Note 2 - Acquisitions and Divestitures to the
consolidated financial statements under Item 8, Consolidated
Financial Statements and Supplementary Data, in our Annual
Report on Form 10-K for information on the sale of Engineering
Solutions and the merger with IHS Markit.
Engineering Solutions included our Product Design offerings
that provided technical professionals with the information and
insight required to more effectively design products, optimize
engineering projects and outcomes, solve technical problems
and address complex supply chain issues. Our offerings
utilized advanced knowledge discovery technologies, research
tools, and software-based engineering decision engines to
advance innovation, maximize productivity, improve quality
and reduce risk.
Engineering Solutions’ revenue was generated primarily through
the following sources:
– Subscription revenue — primarily from subscriptions to our
Product Design offerings providing standards, codes and
specifications; 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.
The following table provides revenue and segment operating profit information for the years ended December 31:
(in millions)
Revenue
Subscription revenue
Non-subscription revenue
% of total revenue:
Subscription revenue
Non-subscription revenue
U.S. revenue
International revenue
% of total revenue:
U.S. revenue
International revenue
Operating profit 1
% Operating margin
Year ended December 31,
% Change
2023
$133
$125
$8
94%
6%
$72
$61
54%
46%
$19
14%
2022
$323
$300
$23
93%
7%
$179
$144
55%
45%
$15
5%
2021
’23 vs ’22
’22 vs ’21
$—
$—
$—
—%
—%
$—
$—
—%
—%
$—
—%
(59)%
(58)%
(67)%
(60)%
(57)%
N/M
N/M
N/M
N/M
N/M
24%
N/M
N/M- Represents a change equal to or in excess of 100% or not meaningful
1
2023 includes amortization of intangibles from acquisitions of $1 million. 2022 includes employee severance charges of $4 million and amortization of intangibles
from acquisitions of $35 million.
2023
Revenue decreased 59% as a result of the sale of Engineering
Solutions. Operating profit increased 24%. Excluding the impact
of higher amortization of intangibles from acquisitions in 2022 of
77 percentage points and employee severance charges in 2022
of 10 percentage points, operating profit decreased 63% as a
result of the sale of Engineering Solutions. As of May 2, 2023, we
completed the sale of Engineering Solutions and the results are
included through that date. The Engineering Solutions business
was acquired in connection with the merger with IHS Markit on
February 28, 2022 and the financial results are included since
the date of acquisition through May 2, 2023.
Legal and Regulatory Environment
The legal and regulatory environment for the Engineering
Solutions business is similar to our Mobility Business. See
“Mobility – Legal and Regulatory Environment” above for
additional details about the legal and regulatory environment for
our Engineering Solutions business.
For a further discussion of competitive and other risks inherent
in our Engineering Solutions business, see Item 1A, Risk
Factors, in our Annual Report on Form 10-K. For a further
discussion of the legal and regulatory environment in our
Engineering Solutions business, see Note 13 – Commitments and
Contingencies to the consolidated financial statements under
Item 8, Consolidated Financial Statements and Supplementary
Data, in our Annual Report on Form 10-K.
36 S&P Global 2023 Annual Report
(in millions)
Revenue
Subscription revenue
Non-subscription revenue
% of total revenue:
Subscription revenue
Non-subscription revenue
U.S. revenue
International revenue
% of total revenue:
U.S. revenue
International revenue
Operating profit 1
% Operating margin
Year ended December 31,
% Change
2021
’23 vs ’22
’22 vs ’21
2023
$133
$125
$8
94%
6%
$72
$61
54%
46%
$19
14%
2022
$323
$300
$23
93%
7%
$179
$144
55%
45%
$15
5%
$—
$—
$—
—%
—%
$—
$—
—%
—%
$—
—%
(59)%
(58)%
(67)%
(60)%
(57)%
N/M
N/M
N/M
N/M
N/M
24%
N/M
Liquidity and Capital Resources
We continue to maintain a strong financial position. 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. We use our
cash for a variety of needs, including but not limited to: ongoing
investments in our businesses, strategic acquisitions, share
repurchases, dividends, repayment of debt, capital expenditures
and investment in our infrastructure.
Cash Flow Overview
Cash, cash equivalents, and restricted cash were $1.3 billion as
of December 31, 2023 and 2022.
Year ended December 31,
(in millions)
2023
2022
2021
Net cash provided by (used for):
Operating activities
Investing activities
Financing activities
$3,710
$2,603
$3,598
562
(4,280)
3,628
(11,326)
(120)
(1,013)
In 2023, free cash flow increased to $3.3 billion compared to $2.2
billion in 2022 primarily due to an increase in cash provided by
operating activities as discussed below. Free cash flow is a non-
GAAP financial measure and reflects our cash flow provided by
operating activities less capital expenditures and distributions
to noncontrolling interest holders. Capital expenditures
include purchases of property and equipment and additions to
technology projects. See “Reconciliation of Non-GAAP Financial
Information” below for a reconciliation of cash flow provided by
operating activities, the most directly comparable U.S. GAAP
financial measure, to free cash flow.
Operating activities
Cash provided by operating activities increased to $3.7 billion in
2023 as compared to $2.6 billion in 2022. The increase is mainly
due to higher operating results in 2023, higher IHS Markit merger
costs in 2022, higher taxes paid on divestitures in 2022 and a
grant payment to the S&P Global Foundation in 2022.
Cash provided by operating activities decreased to $2.6 billion
in 2022 as compared to 2021. The decrease is mainly due to a
decrease in operating results, an increase in IHS Markit merger
costs, higher taxes paid on divestitures and a grant payment to
the S&P Global Foundation in 2022.
During 2023, our cash taxes were adversely impacted by
the requirement to capitalize and amortize research and
development expenses under Section 174. Although Congress
is considering legislation that would reinstate and extend
Section 174 expensing for certain research and experimental
expenditures, the possibility that this will happen is uncertain.
Refer to Note 4 – Taxes on Income to the Consolidated Financial
Statements and Supplementary Data, in the Annual Report on
Form 10-K for further information.
The Organisation for Economic Co-operation and Development
(“OECD”) introduced an international tax framework under
Pillar Two which includes a global minimum tax of 15%. This
framework has been implemented by several jurisdictions,
including jurisdictions in which we operate, with effect from
January 1, 2024, and many other jurisdictions are in the process
of implementing it. The Company is currently monitoring these
developments and is in the process of evaluating the potential
impact on its consolidated financial statements.
Investing activities
Our cash outflows from investing activities are primarily for
acquisitions and capital expenditures, while cash inflows are
primarily proceeds from dispositions.
Cash provided by investing activities was $0.6 billion for 2023
as compared to $3.6 billion in 2022, primarily due to higher
cash proceeds received from dispositions in 2022 related to
the dispositions of CUSIP Global Services, Oil Price Information
Services, the Leveraged Commentary and Data business
and a related family of leveraged loan indices, and the Base
Chemicals business.
Cash provided by investing activities was $3.6 billion for 2022
as compared to cash used for investing activities of $0.1 billion
in 2021, primarily due to cash received from the dispositions
of CUSIP Global Services, Oil Price Information Services, the
Leveraged Commentary and Data business and a related
family of leveraged loan indices, and the Base Chemicals
business in 2022.
Refer to Note 2 – Acquisitions and Divestitures to the
Consolidated Financial Statements and Supplementary Data, in
the Annual Report on Form 10-K for further information.
Financing activities
Our cash outflows from financing activities consist primarily of
share repurchases, dividends and repayment of short-term and
long-term debt, while cash inflows are primarily inflows from
long-term and short-term debt borrowings and proceeds from
the exercise of stock options.
Cash used for financing activities decreased to $4.3
billion in 2023 from $11.3 billion in 2022. The decrease is
primarily attributable to a decrease in cash used for share
repurchases in 2023.
Cash used for financing activities increased to $11.3
billion in 2022 from $1.0 billion in 2021. The increase is
primarily attributable to an increase in cash used for share
repurchases in 2022.
During the year ended December 31, 2023, we purchased a
total of 8.6 million shares for $3.3 billion of cash. During the
year ended December 31, 2022, we purchased a total of 33.5
million shares for $12.0 billion of cash. During the year ended
December 31, 2021, we did not use cash to purchase any shares.
See Note 9 — Equity to the Consolidated Financial Statements
and Supplementary Data, in the Annual Report on Form 10-K
for information related to our accelerated share repurchase
(“ASR”) agreements.
S&P Global 2023 Annual Report 37
On June 22, 2022, the Board of Directors approved a share
repurchase program authorizing the purchase of 30 million
shares (the “2022 Repurchase Program”), which was
approximately 9% of the total shares of our outstanding common
stock at that time. On January 29, 2020, the Board of Directors
approved a share repurchase program authorizing the purchase
of 30 million shares (the “2020 Repurchase Program”), which
was approximately 12% of the total shares of our outstanding
common stock at that time. As of December 31, 2023, 18.7 million
shares remained available under the 2022 Repurchase Program
and the 2020 Repurchase Program was completed.
Additional Financing
We have the ability to borrow a total of $2.0 billion through our
commercial paper program, which is supported by our $2.0
billion five-year credit agreement (our “credit facility”) that will
terminate on April 26, 2026. As of December 31, 2023, we had no
outstanding commercial paper. As of December 31, 2022, there
was $188 million of commercial paper outstanding.
Commitment fees for the unutilized commitments under the
credit facility and applicable margins for borrowings thereunder
are linked to the Company achieving three environmental
sustainability performance indicators related to emissions,
tested annually. We currently pay a commitment fee of 8 basis
points. The credit facility contains customary affirmative and
negative covenants and customary events of default. The
occurrence of an event of default could result in an acceleration
of the obligations under the credit facility.
The only financial covenant required under our credit facility is
that our indebtedness to cash flow ratio, as defined in our credit
facility, was not greater than 4 to 1, and this covenant level has
never been exceeded.
Dividends
On January 23, 2024, the Board of Directors approved a quarterly
common stock dividend of $0.91 per share.
Supplemental Guarantor Financial Information
The senior notes described below were issued by S&P Global
Inc. and are fully and unconditionally guaranteed by Standard
& Poor’s Financial Services LLC, a 100% owned subsidiary
of the Company.
– On September 12, 2023, we issued $750 million of 5.25%
senior notes due in 2033.
– On March 1, 2023, S&P Global Inc. issued new senior notes
that have been registered with the SEC and guaranteed
by Standard & Poor’s Financial Services LLC in exchange
for the following series of unregistered senior notes of like
principal amount and terms:
° $700 million of 4.75% Senior Notes due 2028 that were
originally issued on March 2, 2022;
° $921 million of 4.25% Senior Notes due 2029 that were
originally issued on March 2, 2022;
° $1,237 million of 2.45% Senior Notes due 2027 that
were originally issued on March 18, 2022;
° $1,227 million of 2.70% Sustainability-Linked
Senior Notes due 2029 that were originally issued on
March 18, 2022;
° $1,492 million of 2.90% Senior Notes due 2032 that
were originally issued on March 18, 2022;
° $974 million of 3.70% Senior Notes due 2052 that were
originally issued on March 18, 2022; and
° $500 million of 3.90% Senior Notes due 2062 that were
originally issued on March 18, 2022.
– On August 13, 2020, we issued $600 million of 1.25%
senior notes due in 2030 and $700 million of 2.3% senior
notes due in 2060.
– On November 26, 2019, we issued $500 million of 2.5%
senior notes due in 2029 and $600 million of 3.25% senior
notes due in 2049.
– On May 17, 2018, we issued $500 million of 4.5% senior
notes due in 2048.
– On September 22, 2016, we issued $500 million of 2.95%
senior notes due in 2027.
– On May 26, 2015, we issued $700 million of 4.0% senior
notes due in 2025.
– On November 2, 2007, we issued $400 million of 6.55%
Senior Notes due 2037.
The notes above are unsecured and unsubordinated and rank
equally and ratably with all of our existing and future unsecured
and unsubordinated debt. The guarantees are the subsidiary
guarantor’s unsecured and unsubordinated debt and rank
equally and ratably with all of the subsidiary guarantor’s existing
and future unsecured and unsubordinated debt.
The guarantees of the subsidiary guarantor may be released
and discharged upon (i) a sale or other disposition (including by
way of consolidation or merger) of the subsidiary guarantor or
the sale or disposition of all or substantially all the assets of the
subsidiary guarantor (in each case other than to the Company
or a person who, prior to such sale or other disposition, is an
affiliate of the Company); (ii) upon defeasance or discharge of
any applicable series of the notes, as described above; or (iii)
at such time as the subsidiary guarantor ceases to guarantee
indebtedness for borrowed money, other than a discharge
through payment thereon, under any Credit Facility of the
Company, other than any such Credit Facility of the Company the
guarantee of which by the subsidiary guarantor will be released
concurrently with the release of the subsidiary guarantor’s
guarantees of the notes.
38 S&P Global 2023 Annual Report
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. Intercompany balances and transactions between
members of the Obligor Group have been eliminated. This
information is not intended to present the financial position
or results of operations of the Obligor Group in accordance
with U.S. GAAP.
Summarized results of operations for the year ended December
31 is as follows:
(in millions)
Revenue
Operating Profit
Net Income
Net income attributable to S&P Global Inc.
2023
$3,052
1,874
1,846
1,846
Summarized balance sheet information as of
December 31 is as follows:
(in millions)
Current assets (excluding intercompany
from Non-Obligor Group)
Noncurrent assets
Current liabilities (excluding
intercompany to Non-Obligor Group)
Noncurrent liabilities
Intercompany payables to
Non-Obligor Group
2023
2022
$1,303
$699
1,005
1,410
1,184
1,046
11,864
11,172
14,185
11,926
S&P Global 2023 Annual Report 39
CONTRACTUAL OBLIGATIONS
We typically have various contractual obligations, which are
recorded as liabilities in our consolidated balance sheets, while
other items, such as certain purchase commitments and other
executory contracts, are not recognized, but are disclosed herein.
For example, we are contractually committed to contracts for
information-technology outsourcing, certain enterprise-wide
information-technology software licensing and maintenance.
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.
The following table summarizes our significant contractual
obligations and commercial commitments as of December 31,
2023, over the next several years. Additional details regarding
these obligations are provided in the notes to our consolidated
financial statements, as referenced in the footnotes to the table:
(in millions)
Debt: 1
Principal payments
Interest payments
Operating leases 2
Purchase obligations and other 3
Total contractual cash obligations
Less than
1 Year
1-3
Years
3-5
Years
More than
5 Years
Total
$47
379
125
439
$7
758
214
668
$2,547
$8,858
$11,459
662
173
313
3,207
218
7
5,006
730
1,427
$990
$1,647
$3,695
$12,290
$18,622
1
2
3
Our debt obligations are described in Note 5 – Debt to our consolidated financial statement.
See Note 13 – Commitments and Contingencies to our consolidated financial statements for further discussion on our operating lease obligations.
Other consists primarily of commitments for unconditional purchase obligations in contracts for information-technology outsourcing and certain enterprise-wide
information-technology software licensing and maintenance.
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.
As of December 31, 2023, we have recorded $3.8 billion for
our redeemable noncontrolling interest in our S&P Dow Jones
Indices LLC partnership discussed in Note 9 – Equity to our
consolidated financial statements. 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.
We have excluded this amount from our contractual obligations
table because we are uncertain as to the timing and the ultimate
amount of the potential payment we may be required to make.
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 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. See Note
7 – Employee Benefits to our consolidated financial statements
for further discussion.
40 S&P Global 2023 Annual Report
(in millions)
Debt: 1
Principal payments
Interest payments
Operating leases 2
Purchase obligations and other 3
Total contractual cash obligations
Less than
1 Year
1-3
Years
3-5
More than
Total
Years
5 Years
$47
379
125
439
$7
758
214
668
$2,547
$8,858
$11,459
662
173
313
3,207
218
7
5,006
730
1,427
$990
$1,647
$3,695
$12,290
$18,622
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S&P Global 2023 Annual Report 41
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. Capital expenditures include purchases of property and
equipment and additions to technology projects. Our cash flow
provided by operating activities is the most directly comparable
U.S. GAAP financial measure to free cash flow.
We believe the presentation of free cash flow allows our investors
to evaluate the cash generated from our underlying operations
in a manner similar to the method used by management. We use
free cash flow to conduct and evaluate our business because
we believe it typically presents a more conservative measure
of cash flows since capital expenditures and distributions to
noncontrolling interest holders are considered a necessary
component of ongoing operations. Free cash flow is useful for
management and investors because it allows management
and investors to evaluate the cash available to us to prepay
debt, make strategic acquisitions and investments and
repurchase stock.
The presentation of free cash flow is not intended to be
considered in isolation or as a substitute for the financial
information prepared and presented in accordance with U.S.
GAAP. Free cash flow, as we calculate it, may not be comparable
to similarly titled measures employed by other companies.
The following table presents a reconciliation of our cash flow
provided by operating activities to free cash flow:
(in millions)
Cash provided by operating activities
Capital expenditures
Distributions to noncontrolling
interest holders
Free cash flow
Year ended December 31,
% Change
2023
$3,710
(143)
(280)
$3,287
2022
$2,603
(89)
(270)
$2,244
2021
$3,598
(35)
(227)
$3,336
’23 vs ’22
’22 vs ’21
42%
(28)%
46%
(33)%
(in millions)
Cash provided by (used for) investing activities
Cash used for financing activities
2023
562
(4,280)
2022
3,628
(11,326)
2021
(120)
(1,013)
’23 vs ’22
’22 vs ’21
(85)%
(62)%
N/M
N/M
N/M – Represents a change equal to or in excess of 100% or not meaningful
42 S&P Global 2023 Annual Report
(in millions)
Cash provided by operating activities
Capital expenditures
Distributions to noncontrolling
interest holders
Free cash flow
Year ended December 31,
% Change
2023
$3,710
(143)
(280)
$3,287
2022
$2,603
(89)
(270)
$2,244
2021
$3,598
(35)
(227)
$3,336
’23 vs ’22
’22 vs ’21
42%
(28)%
46%
(33)%
(in millions)
Cash provided by (used for) investing activities
Cash used for financing activities
2023
562
(4,280)
2022
3,628
(11,326)
2021
(120)
(1,013)
’23 vs ’22
’22 vs ’21
(85)%
(62)%
N/M
N/M
Critical Accounting Estimates
Our discussion and analysis of our financial condition and
results of operations is based upon our consolidated financial
statements, which have been prepared in accordance with U.S.
GAAP. The preparation of these financial statements requires
us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses and related
disclosure of contingent assets and liabilities.
On an ongoing basis, we evaluate our estimates and
assumptions, including those related to revenue recognition,
business combinations, allowance for doubtful accounts,
valuation of long-lived assets, goodwill and other intangible
assets, pension plans, incentive compensation and stock-based
compensation, income taxes, contingencies and redeemable
noncontrolling interests. We base our estimates on historical
experience, current developments and on various other
assumptions that we believe to be reasonable under these
circumstances, the results of which form the basis for making
judgments about carrying values of assets and liabilities
that cannot readily be determined from other sources. There
can be no assurance that actual results will not differ from
those estimates.
Management considers an accounting estimate to be critical if
it required assumptions to be made that were uncertain at the
time the estimate was made and changes in the estimate or
different estimates could have a material effect on our results
of operations. Management has discussed the development
and selection of our critical accounting estimates with the Audit
Committee of our Board of Directors. The Audit Committee has
reviewed our disclosure relating to them in this MD&A.
We believe the following critical accounting policies require us to
make significant judgments and estimates in the preparation of
our consolidated financial statements:
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. See Note 1 - Accounting Policies to our
consolidated financial statements for further information.
Business combinations
We apply the purchase method of accounting to our business
combinations. All of the assets acquired, liabilities assumed,
and contingent consideration are allocated based on their
estimated fair values. Fair value determinations involve
significant estimates and assumptions about several highly
subjective variables, including future cash flows, discount rates,
and expected business performance. There are also different
valuation models and inputs for each component, the selection
of which requires considerable judgment. Our estimates and
assumptions may be based, in part, on the availability of
listed market prices or other transparent market data. These
determinations will affect the amount of amortization expense
recognized in future periods. We base our fair value estimates
on assumptions we believe are reasonable, but recognize that
the assumptions are inherently uncertain. Depending on the
size of the purchase price of a particular acquisition, the mix of
intangible assets acquired, and expected business performance,
the purchase price allocation could be materially impacted by
applying a different set of assumptions and estimates.
Allowance for doubtful accounts
The allowance for doubtful accounts reserve methodology
is based on historical analysis, a review of outstanding
balances and current conditions, and by incorporating data
points that provide indicators of future economic conditions
including forecasted industry default rates and industry index
benchmarks. In determining these reserves, we consider,
amongst other factors, the financial condition and risk profile
of our customers, areas of specific or concentrated risk as well
as applicable industry trends or market indicators. The impact
on operating profit for a one percentage point change in the
allowance for doubtful accounts is approximately $29 million.
We incorporate the forecasted impact of future economic
conditions into our allowance for doubtful accounts
measurement process. In times of economic turmoil, including
COVID-19, our estimates and judgments with respect to the
collectability of our receivables are subject to greater uncertainty
than in more stable periods. Based on our current outlook these
assumptions are not expected to significantly change in 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. Upon such an occurrence,
recoverability of assets to be held and used is measured by
comparing the carrying amount of an asset to current forecasts
of undiscounted future net cash flows expected to be generated
by the asset. If the carrying amount of the asset exceeds its
estimated future cash flows, an impairment charge is recognized
equal to the amount by which the carrying amount of the asset
exceeds the fair value of the asset. For long-lived assets held for
sale, assets are written down to fair value, less cost to sell. Fair
value is determined based on market evidence, discounted cash
flows, appraised values or management’s estimates, depending
upon the nature of the assets.
Goodwill and indefinite-lived intangible assets
Goodwill represents the excess of purchase price and related
costs over the value assigned to the net tangible and identifiable
intangible assets of businesses acquired. 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. Goodwill and other intangible assets with
indefinite lives are not amortized, but instead are tested for
impairment annually during the fourth quarter each year or more
frequently if events or changes in circumstances indicate that
the asset might be impaired.
S&P Global 2023 Annual Report 43
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. Reporting
units are generally an operating segment or one level below an
operating segment. Our qualitative assessment included, but
was not limited to, consideration of macroeconomic conditions,
industry and market conditions, cost factors, cash flows,
changes in key Company personnel and our share price. If, based
on our evaluation of the events and circumstances that occurred
during the year we do not believe that it is more likely than not
that the fair value of any of our reporting units is less than its
carrying amount, no quantitative impairment test is performed.
Conversely, if the results of our qualitative assessment
determine that it is more likely than not that the fair value of any
of our reporting units is less than its respective carrying amount
we perform a quantitative impairment test. If the fair value of
the reporting unit is less than the carrying value, the difference
is recognized as an impairment charge. 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.
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. If, based on our evaluation of the events and
circumstances that occurred during the year we do not believe
that it is more likely than not that the indefinite-lived asset
is impaired, no quantitative impairment test is performed.
Conversely, if the results of our qualitative assessment
determine that it is more likely than not that the indefinite-lived
asset is impaired, a quantitative impairment test is performed.
If necessary, an impairment analysis is performed using the
income approach to estimate the fair value of the indefinite-lived
intangible asset. If the intangible asset carrying value exceeds
its fair value, an impairment charge is recognized in an amount
equal to that excess. Significant judgments inherent in these
analyses include estimating the amount and timing of future
cash flows and the selection of appropriate discount rates,
royalty rates and long-term growth rate assumptions. Changes
in these estimates and assumptions could materially affect the
determination of fair value for this indefinite-lived intangible
asset and could result in an impairment charge, which could be
material to our financial position and results of operations.
We performed our impairment assessment of goodwill
and indefinite-lived intangible assets and concluded that
no impairment existed for the years ended December 31,
2023, 2022 and 2021.
Retirement plans and postretirement
healthcare and other benefits
Our employee pension and other postretirement benefit costs
and obligations are dependent on assumptions concerning
the outcome of future events and circumstances, including
compensation increases, long-term return on pension plan
assets, discount rates and other factors. In determining such
assumptions, we consult with outside actuaries and other
advisors where deemed appropriate. In accordance with
relevant accounting standards, if actual results differ from our
assumptions, such differences are deferred and amortized over
the estimated remaining lifetime of the plan participants. While
we believe that the assumptions used in these calculations
are reasonable, differences in actual experience or changes in
assumptions could affect the expense and liabilities related to
our pension and other postretirement benefits.
The following is a discussion of some significant assumptions
that we make in determining costs and obligations for pension
and other postretirement benefits:
– Discount rate assumptions are based on current yields on
high-grade corporate long-term bonds.
– The expected return on assets assumption is calculated
based on the plan’s asset allocation strategy and projected
market returns over the long-term.
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:
January 1
Discount rate
Return on assets
Retirement Plans
Postretirement Plans
2024
2023
2022
2024
2023
2022
5.27%
6.00%
5.63%
6.00%
3.05%
4.00%
5.18%
5.52%
2.72%
44 S&P Global 2023 Annual Report
As of December 31, 2023, the Company had $1.1 billion in
pension benefit obligation for our U.S. retirement plans. A
0.25 percentage point increase or decrease in the discount
rate would result in an estimated decrease or increase to the
accumulated benefit obligation of approximately $28 million and
an increase in 2024 pension expense of approximately $1 million.
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.
Stock-based compensation
Stock-based compensation expense is measured at the grant
date based on the fair value of the award and is recognized over
the requisite service period, which typically is the vesting period.
Stock-based compensation is classified as both operating-
related expense and selling and general expense in our
consolidated statements of income.
Income taxes
Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between financial
statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to be applied to
taxable income in the years in which those temporary differences
are expected to be recovered or settled. We recognize liabilities
for uncertain tax positions taken or expected to be taken in
income tax returns. Accrued interest and penalties related to
unrecognized tax benefits are recognized in interest expense and
operating expense, respectively.
Judgment is required in determining our provision for income
taxes, deferred tax assets and liabilities and unrecognized tax
benefits. In determining the need for a valuation allowance, the
historical and projected financial performance of the operation
that is recording a net deferred tax asset is considered along
with any other pertinent information.
We file income tax returns in the U.S. federal jurisdiction and
various state and foreign jurisdictions, and we are routinely
under audit by many different tax authorities. We believe that
our accrual for tax liabilities is adequate for all open audit
years based on an assessment of many factors including past
experience and interpretations of tax law. This assessment
relies on estimates and assumptions and may involve a series
of complex judgments about future events. It is possible that
tax examinations will be settled prior to December 31, 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.
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.
that a liability had been incurred at the date of the financial
statements and (b) the amount of loss can reasonably be
estimated. We continually assess the likelihood of any adverse
judgments or outcomes to our contingencies, as well as potential
amounts or ranges of probable losses, and recognize a liability, if
any, for these contingencies based on an analysis of each matter
with the assistance of outside legal counsel and, if applicable,
other experts. Because many of these matters are resolved
over long periods of time, our estimate of liabilities may change
due to new developments, changes in assumptions or changes
in our strategy related to the matter. When we accrue for loss
contingencies and the reasonable estimate of the loss is within a
range, we record its best estimate within the range. We disclose
an estimated possible loss or a range of loss when it is at least
reasonably possible that a loss may have been incurred.
Redeemable Noncontrolling Interest
The fair value component of the redeemable noncontrolling
interest in Indices business is based on a combination of
an income and market valuation approach. Our income and
market valuation approaches may incorporate Level 3 fair
value measures for instances when observable inputs are
not available. The more significant judgmental assumptions
used to estimate the value of the S&P Dow Jones Indices LLC
joint venture include an estimated discount rate, a range of
assumptions that form the basis of the expected future net cash
flows (e.g., the revenue growth rates and operating margins),
and a company specific beta. The significant judgmental
assumptions used that incorporate market data, including the
relative weighting of market observable information and the
comparability of that information in our valuation models, are
forward-looking and could be affected by future economic and
market conditions.
As of December 31, 2023, the Company had $3.8 billion in
redeemable noncontrolling interest on the Consolidated
Balance Sheet. 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%. 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%. 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.
Contingencies
We are subject to a number of lawsuits and claims that arise
in the ordinary course of business. We recognize a liability for
such contingencies when both (a) information available prior to
issuance of the financial statements indicates that it is probable
Recent Accounting Standards
See Note 1 – Accounting Policies to our consolidated financial
statements for a detailed description of recent accounting
standards. 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.
S&P Global 2023 Annual Report 45
Forward-Looking Statements
This report contains “forward-looking statements,” as defined
in the Private Securities Litigation Reform Act of 1995. These
statements, which express management’s current views
concerning future events, trends, contingencies or results,
appear at various places in this report and use words like
“anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,”
“forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,”
“strategy,” “target” and similar terms, and future or conditional
tense verbs like “could,” “may,” “might,” “should,” “will” and “would.”
For example, management may use forward-looking statements
when addressing topics such as: the outcome of contingencies;
future actions by regulators; changes in the Company’s business
strategies and methods of generating revenue; the development
and performance of the Company’s services and products; the
expected impact of acquisitions and dispositions; the Company’s
effective tax rates; and the Company’s cost structure, dividend
policy, cash flows or liquidity.
Forward-looking statements are subject to inherent risks and
uncertainties. Factors that could cause actual results to differ
materially from those expressed or implied in forward-looking
statements include, among other things:
– worldwide economic, financial, political, and regulatory
conditions (including slower GDP growth or recession,
instability in the banking sector and inflation), and factors
that contribute to uncertainty and volatility, natural and
man-made disasters, civil unrest, public health crises (e.g.,
pandemics), geopolitical uncertainty (including military
conflict), and conditions that may result from legislative,
regulatory, trade and policy changes;
– the Company’s exposure to potential criminal sanctions
or civil penalties for noncompliance with foreign and U.S.
laws and regulations that are applicable in the jurisdictions
in which it operates, including sanctions laws relating to
countries such as Iran, Russia, Sudan, Syria and Venezuela,
anti-corruption laws such as the U.S. Foreign Corrupt
Practices Act and the U.K. Bribery Act of 2010, and local laws
prohibiting corrupt payments to government officials, as well
as import and export restrictions;
– the continuously evolving regulatory environment in Europe,
the United States and elsewhere around the globe affecting
each of our businesses and the products they offer, and our
compliance therewith;
– the Company’s ability to make acquisitions and dispositions
and successfully integrate the businesses we acquire;
– consolidation of the Company’s customers, suppliers
or competitors;
– the introduction of competing products or technologies by
other companies;
– our ability to develop new products or technologies, to
integrate our products with new technologies (e.g., artificial
intelligence), or to compete with new products or technologies
offered by new or existing competitors;
– the effect of competitive products and pricing, including
the level of success of new product developments and
global expansion;
– the impact of customer cost-cutting pressures;
– a decline in the demand for our products and services by our
– the volatility and health of debt, equity, commodities, energy
customers and other market participants;
and automotive markets, including credit quality and spreads,
the level of liquidity and future debt issuances, demand for
investment products that track indices and assessments and
trading volumes of certain exchange traded derivatives;
– the demand and market for credit ratings in and across the
sectors and geographies where the Company operates;
– the Company’s ability to maintain adequate physical,
technical and administrative safeguards to protect the
security of confidential information and data, and the
potential for a system or network disruption that results
in regulatory penalties and remedial costs or improper
disclosure of confidential information or data;
– the outcome of litigation, government and regulatory
proceedings, investigations and inquiries;
– concerns in the marketplace affecting the Company’s
credibility or otherwise affecting market perceptions of the
integrity or utility of independent credit ratings, benchmarks,
indices and other services;
– our ability to attract, incentivize and retain key employees,
especially in a competitive business environment;
– the ability of the Company, and its third-party service
providers, to maintain adequate physical and technological
infrastructure;
– the Company’s ability to successfully recover from a
disaster or other business continuity problem, such as an
earthquake, hurricane, flood, civil unrest, protests, military
conflict, terrorist attack, outbreak of pandemic or contagious
diseases, security breach, cyber attack, data breach,
power loss, telecommunications failure or other natural or
man-made event;
– the level of merger and acquisition activity in the United
States and abroad;
– the level of the Company’s future cash flows and
capital investments;
– the impact on the Company’s revenue and net income caused
by fluctuations in foreign currency exchange rates; and
– the impact of changes in applicable tax or accounting
requirements on the Company.
46 S&P Global 2023 Annual Report
The factors noted above are not exhaustive. The Company and
its subsidiaries operate in a dynamic business environment in
which new risks emerge frequently. Accordingly, the Company
cautions readers not to place undue reliance on any forward-
looking statements, which speak only as of the dates on
which they are made. The Company undertakes no obligation
to update or revise any forward-looking statement to reflect
events or circumstances arising after the date on which it is
made, except as required by applicable law. Further information
about the Company’s businesses, including information about
factors that could materially affect its results of operations
and financial condition, is contained in the Company’s filings
with the SEC, including Item 1A, Risk Factors in our Annual
Report on Form 10-K.
S&P Global 2023 Annual Report 47
Consolidated Statements of Income
(in millions, except per share data)
Revenue
Expenses:
Operating-related expenses
Selling and general expenses
Depreciation
Amortization of intangibles
Total expenses
Loss (gain) on dispositions
Equity in income on unconsolidated subsidiaries
Operating profit
Other expense (income), net
Interest expense, net
Loss on extinguishment of debt
Income before taxes on income
Provision for taxes on income
Net income
Less: net income attributable to noncontrolling interests
Year Ended December 31,
2023
$12,497
2022
$11,181
2021
$8,297
4,141
3,159
101
1,042
8,443
70
(36)
4,020
15
334
—
3,671
778
2,893
(267)
3,753
3,396
108
905
8,162
(1,898)
(27)
4,944
(70)
304
8
4,702
1,180
3,522
(274)
2,180
1,729
82
96
4,087
(11)
—
4,221
(62)
119
—
4,164
901
3,263
(239)
Net income attributable to S&P Global Inc.
$2,626
$3,248
$3,024
Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic
Diluted
Weighted-average number of common shares outstanding:
Basic
Diluted
Actual shares outstanding at year end
See accompanying notes to the consolidated financial statements.
$8.25
$8.23
318.4
318.9
314.1
$10.25
$10.20
316.9
318.5
321.9
$12.56
$12.51
240.8
241.8
241.0
48 S&P Global 2023 Annual Report
(in millions, except per share data)
Revenue
Expenses:
Operating-related expenses
Selling and general expenses
Depreciation
Amortization of intangibles
Total expenses
Loss (gain) on dispositions
Operating profit
Other expense (income), net
Interest expense, net
Loss on extinguishment of debt
Income before taxes on income
Provision for taxes on income
Net income
Equity in income on unconsolidated subsidiaries
Net income:
Basic
Diluted
Basic
Diluted
Weighted-average number of common shares outstanding:
Actual shares outstanding at year end
Year Ended December 31,
2023
$12,497
2022
$11,181
2021
$8,297
4,141
3,159
101
1,042
8,443
4,020
70
(36)
15
334
—
3,671
778
2,893
(267)
$8.25
$8.23
318.4
318.9
314.1
3,753
3,396
108
905
8,162
(1,898)
(27)
4,944
(70)
304
8
4,702
1,180
3,522
(274)
$10.25
$10.20
316.9
318.5
321.9
2,180
1,729
82
96
4,087
4,221
(11)
—
(62)
119
—
4,164
901
3,263
(239)
$12.56
$12.51
240.8
241.8
241.0
Less: net income attributable to noncontrolling interests
Net income attributable to S&P Global Inc.
$2,626
$3,248
$3,024
Earnings per share attributable to S&P Global Inc. common shareholders:
Consolidated Statements of Comprehensive Income
(in millions)
Net income
Other comprehensive income:
Foreign currency translation adjustments
Income tax effect
Pension and other postretirement benefit plans
Income tax effect
Unrealized gain (loss) on cash flow hedges
Income tax effect
Comprehensive income
Less: comprehensive income attributable to
nonredeemable noncontrolling interests
Less: comprehensive income attributable to
redeemable noncontrolling interests
Year Ended December 31,
2023
$2,893
2022
$3,522
2021
$3,263
70
25
95
(18)
5
(13)
54
(13)
41
(224)
(22)
(246)
(60)
16
(44)
325
(80)
245
3,016
3,477
(26)
(25)
11
(24)
(13)
33
(10)
23
(282)
68
(214)
3,059
(24)
(241)
(249)
(215)
Comprehensive income attributable to S&P Global Inc.
$2,749
$3,203
$2,820
See accompanying notes to the consolidated financial statements.
S&P Global 2023 Annual Report 49
Consolidated Balance Sheets
(in millions)
ASSETS
Current assets:
Cash and cash equivalents
Restricted cash
Short-term investments
Accounts receivable, net of allowance for doubtful accounts: 2023- $54 ; 2022 - $48
Prepaid and other current assets
Assets of business held for sale
Total current assets
Property and equipment:
Buildings and leasehold improvements
Equipment and furniture
Total property and equipment
Less: accumulated depreciation
Property and equipment, net
Right of use assets
Goodwill
Other intangible assets, net
Equity investments in unconsolidated subsidiaries
Asset for pension benefits
Other non-current assets
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Accrued compensation and contributions to retirement plans
Short-term debt
Income taxes currently payable
Unearned revenue
Other current liabilities
Liabilities of business held for sale
Total current liabilities
Long-term debt
Lease liabilities – non-current
Pension and other postretirement benefits
Deferred tax liability – non-current
Other non-current liabilities
Total liabilities
Redeemable noncontrolling interest
Commitments and contingencies (Note 13)
Equity:
Common stock, $1 par value: authorized - 600 million shares;
issued: 415 million shares in 2023 and 2022
Additional paid-in capital
Retained income
Accumulated other comprehensive loss
Less: common stock in treasury - at cost: 2023 - 93 million shares; 2022 - 86 million shares
Total equity – controlling interests
Total equity – noncontrolling interests
Total equity
Total liabilities and equity
50 S&P Global 2023 Annual Report
December 31,
2023
2022
$1,290
1
26
2,826
1,000
—
5,143
424
628
1,052
(794)
258
379
34,850
17,398
1,787
238
536
$60,589
$557
906
47
121
3,461
1,033
—
6,125
11,412
541
199
3,690
522
22,489
3,800
$1,286
1
14
2,494
574
1,298
5,667
468
688
1,156
(859)
297
423
34,545
18,306
1,752
232
562
$61,784
$450
753
226
116
3,126
1,094
234
5,999
10,730
577
180
4,065
489
22,040
3,267
415
415
44,231
18,728
(763)
(28,411)
34,200
100
34,300
$60,589
44,422
17,784
(886)
(25,347)
36,388
89
36,477
$61,784
See accompanying notes to the consolidated financial statements.
Consolidated Statements of Cash Flows
(in millions)
Operating Activities:
Net income
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation
Amortization of intangibles
Provision for losses on accounts receivable
Deferred income taxes
Stock-based compensation
Loss (gain) on dispositions
Restructuring, lease impairment charges and other
Changes in operating assets and liabilities, net of effect
of acquisitions and dispositions:
Accounts receivable
Prepaid and other current assets
Accounts payable and accrued expenses
Unearned revenue
Other current liabilities
Net change in prepaid/accrued income taxes
Net change in other assets and liabilities
Cash provided by operating activities
Investing Activities:
Capital expenditures
Acquisitions, net of cash acquired
Proceeds from dispositions
Changes in short-term investments
Cash provided by (used for) investing activities
Financing Activities:
Payments on short-term debt, net
Proceeds from issuance of senior notes, net
Payments on senior notes
Dividends paid to shareholders
Distributions to noncontrolling interest holders
Proceeds from noncontrolling interest holders
Repurchase of treasury shares
Exercise of stock options
Contingent consideration payment
Employee withholding tax on share-based payments
Cash used for financing activities
Effect of exchange rate changes on cash
Net change in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of year
Cash, cash equivalents, and restricted cash at end of year
Cash paid during the year for:
Interest
Income taxes
101
1,042
28
(381)
171
70
246
(291)
(310)
328
352
(277)
(175)
(87)
3,710
(143)
(296)
1,014
(13)
562
(188)
744
—
(1,147)
(280)
—
Year Ended December 31,
2023
2022
2021
$2,893
$3,522
$3,263
108
905
24
(353)
214
(1,898)
319
36
(123)
43
37
(166)
(135)
70
82
96
14
13
122
(11)
89
(144)
(86)
38
198
(45)
(36)
5
2,603
3,598
(89)
210
3,509
(2)
3,628
(32)
5,395
(3,698)
(1,024)
(270)
410
(3,301)
(12,004)
13
(9)
(112)
(4,280)
12
4
1,287
$1,291
$369
$1,279
7
—
(110)
(11,326)
(123)
(5,218)
6,505
$1,287
$240
$1,555
(35)
(99)
16
(2)
(120)
—
—
—
(743)
(227)
—
—
13
—
(56)
(1,013)
(82)
2,383
4,122
$6,505
$130
$883
See accompanying notes to the consolidated financial statements.
S&P Global 2023 Annual Report 51
Consolidated Statements of Equity
(in millions)
Common
Stock
$1 par
Additional
Paid-in
Capital
Retained
Income
Accumulated
Other
Comprehensive
Loss
Less:
Treasury
Stock
Total
SPGI
Equity
Non-
controlling
Interests
Balance as of December 31, 2020
$294
$946
$13,367
$(637)
$13,461
Comprehensive income ¹
Dividends (Dividend declared per
common share — $3.08 per share)
Share repurchases
Employee stock plans
Change in redemption value of
redeemable noncontrolling interest
Other
3,024
(743)
(631)
85
(204)
8
$509
2,820
(743)
—
77
(631)
—
Balance as of December 31, 2021
$294
$1,031
$15,017
$(841)
$13,469
$2,032
Comprehensive income 1
Dividends (Dividend declared per
common share — $3.32 per share)
3,248
(1,024)
(45)
Acquisition of IHS Markit
121
43,415
Share repurchases
Employee stock plans
Change in redemption value of
redeemable noncontrolling interest
Adjustment to noncontrolling
interest
Other
(125)
114
(13)
545
(2)
3,203
(1,024)
43,536
11,878
(12,003)
114
545
(13)
(2)
Total
Equity
$571
2,844
(756)
—
77
(631)
2
$2,107
3,228
$62
24
(13)
2
$75
25
(15)
(1,039)
43,536
(12,003)
114
545
(13)
2
4
Balance as of December 31, 2022
$415
$44,422
$17,784
$(886)
$25,347
$36,388
$89 $36,477
Comprehensive income 1
Dividends (Dividend declared per
common share — $3.60 per share)
Share repurchases
Employee stock plans
Change in redemption value of
redeemable noncontrolling interest
Adjustment to noncontrolling
interest
Other
2,626
(1,147)
(539)
4
(70)
(119)
(2)
123
3,231
(167)
2,749
(1,147)
(3,301)
48
(539)
(2)
4
26
2,775
(15)
(1,162)
(3,301)
48
(539)
(2)
4
Balance as of December 31, 2023
$415
$44,231
$18,728
$(763)
$28,411
$34,200
$100 $34,300
1
Excludes $241 million, $249 million and $215 million in 2023, 2022 and 2021, respectively, attributable to redeemable noncontrolling interest.
See accompanying notes to the consolidated financial statements.
52 S&P Global 2023 Annual Report
Notes to the Consolidated Financial Statements
1. Accounting Policies
Nature of operations
S&P Global Inc. (together with its consolidated subsidiaries, the
“Company,” the “Registrant,” “we,” “us” or “our”) is a provider of
credit ratings, benchmarks, analytics and workflow solutions
in the global capital, commodity and automotive markets. The
capital markets include asset managers, investment banks,
commercial banks, insurance companies, exchanges, trading
firms and issuers; the commodity markets include producers,
traders and intermediaries within energy, petrochemicals,
metals & steel and agriculture; and the automotive markets
include manufacturers, suppliers, dealerships, service
shops and consumers.
Our operations consist of six reportable segments: S&P Global
Market Intelligence (“Market Intelligence”), S&P Global Ratings
(“Ratings”), S&P Global Commodity Insights (“Commodity
Insights”), S&P Global Mobility (“Mobility”), S&P Dow Jones
Indices (“Indices”) and S&P Global Engineering Solutions
(“Engineering Solutions”).
– Market Intelligence is a global provider of multi-asset-
class data and analytics integrated with purpose-built
workflow solutions.
– Ratings is an independent provider of credit ratings,
research, and analytics, offering investors and other market
participants information, ratings and benchmarks.
– Commodity Insights is a leading independent provider of
information and benchmark prices for the commodity and
energy markets.
– Mobility is a leading provider of solutions serving the full
automotive value chain including vehicle manufacturers
(OEMs), automotive suppliers, mobility service providers,
retailers, consumers, and finance and insurance companies.
– Indices is a global index provider that maintains a wide variety
of valuation and index benchmarks for investment advisors,
wealth managers and institutional investors.
– 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.
On May 2, 2023, we completed the sale of Engineering Solutions
to Allium Buyer LLC, a Delaware limited liability company
controlled by funds affiliated with Kohlberg Kravis Roberts &
Co. L.P. (“KKR”). We received the full proceeds from the sale of
$975 million in cash, subject to purchase price adjustments,
which we expect to result in approximately $750 million in
after-tax proceeds. The assets and liabilities of Engineering
Solutions were classified as held for sale in our consolidated
balance sheet as of December 31, 2022. During the year ended
December 31, 2023, we recorded a pre-tax loss of $120 million
in Loss (gain) on dispositions and disposition-related costs of
$16 million in selling and general expenses in the consolidated
statement of income ($182 million after-tax, net of a release
of a deferred tax liability of $157 million) related to the sale of
Engineering Solutions. The transaction followed our announced
intent in November of 2022 to divest the business. Engineering
Solutions became part of the Company following our merger
with IHS Markit.
On February 28, 2022, we completed the merger with IHS Markit
Ltd (“IHS Markit”), and as a result, IHS Markit and its subsidiaries
became wholly owned consolidated subsidiaries of S&P Global,
and the financial results include IHS Markit from the date
of acquisition.
Revenue Recognition
Under ASC 606, revenue is recognized when a customer obtains
control of promised goods or services in an amount that reflects
the consideration the entity expects to receive in exchange for
those goods or services.
Subscription revenue
Subscription revenue at Market Intelligence is primarily derived
from distribution of data, valuation services, analytics, third
party research, and credit ratings-related information through
both feed and web-based channels. Subscription revenue at
Market Intelligence also includes software and hosted product
offerings which provide maintenance and continuous access to
our platforms over the contract term. Subscription revenue at
Commodity Insights is primarily from subscriptions to our market
data and market insights (price assessments, market reports
and commentary and analytics) along with other information
products and software term licenses. Subscription revenue at
Mobility is primarily derived from products that provide data
and insight on future vehicles sales and production, including
detailed forecasts on technology and vehicle components;
supply car makers and dealers with market reporting products,
predictive analytics and marketing automation software; and
support dealers with vehicle history reports, used car listings
and service retention solutions. Subscription revenue at Mobility
also includes a range of services to financial institutions, to
support their marketing, insurance underwriting and claims
management activities. Subscription revenue at Indices is
derived from the contracts for underlying data of our indexes to
support our customers’ management of index funds, portfolio
analytics, and research. Subscription revenue at Engineering
Solutions was primarily from subscriptions to our Product
Design offerings providing standards, codes and specifications;
applied technical reference; engineering journals, reports, best
practices, and other vetted technical reference; and patents and
patent applications.
For subscription products and services, we generally provide
continuous access to dynamic data sets and analytics for
a defined period, with revenue recognized ratably as our
performance obligation to provide access to our data and
analytics is progressively fulfilled over the stated term
of the contract.
S&P Global 2023 Annual Report 53
Non-transaction revenue
Non-transaction revenue at Ratings primarily includes fees
for surveillance of a credit rating, annual fees for customer
relationship-based pricing programs, fees for entity credit
ratings and global research and analytics at CRISIL. Non-
transaction revenue also includes an intersegment revenue
elimination of $177 million, $169 million and $146 million
for the years ended December 31, 2023, 2022 and 2021,
respectively, mainly consisting of the royalty charged to Market
Intelligence for the rights to use and distribute content and data
developed by Ratings.
For non-transaction revenue related to Ratings’ surveillance
services, we continuously monitor factors that impact the
creditworthiness of an issuer over the contractual term with
revenue recognized to the extent that our performance obligation
is progressively fulfilled over the term contract. Because
surveillance services are continuously provided throughout
the term of the contract, our measure of progress towards
fulfillment of our obligation to monitor a rating is a time-based
output measure with revenue recognized ratably over the term
of the contract.
Non-subscription / Transaction revenue
Transaction revenue at our Ratings segment primarily includes
fees associated with:
– ratings related to new issuance of corporate and
government debt instruments; as well as structured finance
instruments; and
have used our licensed intellectual property can be quantified.
Recognition of revenue for our asset-linked fee arrangements is
subject to the “recognition constraint” for usage-based royalty
payments because we cannot reasonably predict the value of
the assets that will be invested in index funds structured using
our intellectual property until it is either publicly available or
when we are notified by our customers. Revenue derived from an
asset-linked fee arrangement is measured and recognized when
the certainty of the extent of its utilization of our index products
by our customers is known.
Sales usage-based royalties
Sales usage-based royalty revenue at our Indices segment is
primarily related to trading based fees from exchange-traded
derivatives. Sales and usage-based royalty revenue at our
Commodity Insights segment is primarily related to licensing
of its proprietary market price data and price assessments to
commodity exchanges.
For sales usage-based royalty products and services, we
provide licenses conveying the right to continuous access to
our intellectual property over the contract term, with revenue
recognized when the extent of our license’s utilization can be
quantified, or more specifically, when trading volumes are known
and publicly available to us or when we are notified by our
customers. Recognition of revenue of fees tied to trading volumes
is subject to the recognition constraint for a usage-based royalty
promised by our customers in exchange for the license of our
intellectual property, with revenue recognized when trading
volumes are known.
– bank loan ratings.
Recurring variable revenue
Transaction revenue is recognized at the point in time when our
performance obligation is satisfied by issuing a rating on our
customer’s instruments and when we have a right to payment
and the customer can benefit from the significant risks and
rewards of ownership.
Non-subscription revenue at Market Intelligence is primarily
related to certain advisory, pricing conferences and events, and
analytical services. Non-subscription revenue at Mobility include
one-time transactional sales of data that are non-cyclical
in nature — and that are usually tied to underlying business
metrics such as vehicle manufacturers marketing spend or
safety recall activity — as well as consulting and advisory
services. Non-subscription revenue at Commodity Insights
is primarily related to conference sponsorship, consulting
engagements, events, and perpetual software licenses. Non-
subscription revenue at Engineering Solutions was primarily
from retail transaction and consulting services.
Recurring variable revenue at Market Intelligence represents
revenue from contracts for services that specify a fee based on,
among other factors, the number of trades processed, assets
under management, or the number of positions valued.
Arrangements with Multiple Performance Obligations
Our contracts with customers may include multiple performance
obligations. Revenue relating to agreements that provide for
more than one performance obligation is recognized based upon
the relative fair value to the customer of each service component
as each component is earned. The fair value of the service
components are determined using an analysis that considers
cash consideration that would be received for instances when
the service components are sold separately. If the fair value to
the customer for each service is not objectively determinable, we
make our best estimate of the services’ stand-alone selling price
and record revenue as it is earned over the service period.
Asset-linked fees
Asset-linked fees at Indices are primarily related to royalties
payments based on the value of assets under management in
our customers exchange-traded funds and mutual funds.
For asset-linked products and services, we provide licenses
conveying continuous access to our index and benchmark-
related intellectual property during a specified contract term.
Revenue is recognized when the extent that our customers
54 S&P Global 2023 Annual Report
Receivables
We record a receivable when a customer is billed or when
revenue is recognized prior to billing a customer. For multi-year
agreements, we generally invoice customers annually at the
beginning of each annual period.
Contract Assets
Contract assets include unbilled amounts from when the
Company transfers service to a customer before a customer
pays consideration or before payment is due. As of December 31,
2023 and 2022, contract assets were $75 million and $60 million,
respectively, and are included in accounts receivable in our
consolidated balance sheets.
Unearned Revenue
We record unearned revenue when cash payments are received
in advance of our performance. The increase in the unearned
revenue balance for the year ended December 31, 2023 is
primarily driven by cash payments received in advance of
satisfying our performance obligations, offset by $2.8 billion of
revenues recognized that were included in the unearned revenue
balance at the beginning of the period.
Remaining Performance Obligations
Remaining performance obligations represent the transaction
price of contracts for work that has not yet been performed. As
of December 31, 2023, the aggregate amount of the transaction
price allocated to remaining performance obligations was
$4.5 billion. We expect to recognize revenue on approximately
fifty-five percent and eighty-five percent of the remaining
performance obligations over the next 12 and 24 months,
respectively, with the remainder recognized thereafter.
We do not disclose the value of unfulfilled performance
obligations for (i) contracts with an original expected length
of one year or less and (ii) contracts where revenue is a
usage-based royalty promised in exchange for a license of
intellectual property.
Costs to Obtain a Contract
We recognize an asset for the incremental costs of obtaining
a contract with a customer if we expect the benefit of those
costs to be longer than one year. We have determined that the
costs associated with certain sales commission programs are
incremental to the costs to obtain contracts with customers and
therefore meet the criteria to be capitalized. Total capitalized
costs to obtain a contract were $234 million and $175 million
as of December 31, 2023 and December 31, 2022, respectively,
and are included in prepaid and other current assets and other
non-current assets on our consolidated balance sheets. The
capitalized asset will be amortized over a period consistent
with the transfer to the customer of the goods or services to
which the asset relates, calculated based on the customer term
and the average life of the products and services underlying
the contracts which has been determined to be approximately
5 years. The expense is recorded within selling and general
expenses in the consolidated statements of income.
We expense sales commissions when incurred if the
amortization period would have been one year or less. These
costs are recorded within selling and general expenses.
Equity in Income on Unconsolidated Subsidiaries
The Company holds an investment in a 50/50 joint venture
arrangement with shared control with CME Group that combined
each of the company’s post-trade services into a new joint
venture, OSTTRA. The joint venture provides trade processing
and risk mitigation operations and incorporates CME Group’s
optimization businesses (Traiana, TriOptima, and Reset) and the
Company’s MarkitSERV business. The combination is intended to
increase operating efficiencies of both the company’s business
to more effectively service clients with enhanced platforms
and services for OTC markets across interest rate, FX, equity,
and credit asset classes. Our share of earnings or losses are
recognized in Equity in income on unconsolidated subsidiaries in
our consolidated statements of income.
Other Expense (Income), net
The components of other expense (income), net for the years
ended December 31 are as follows:
(in millions)
2023
2022
2021
Other components of net
periodic benefit cost
Net loss (gain)
from investments
$—
$(11)
$(45)
15
(59)
(17)
Other expense (income), net
$15
$(70)
$(62)
Assets and Liabilities Held for Sale
and Discontinued Operations
Assets and Liabilities Held for Sale
We classify a disposal group to be sold as held for sale in the
period in which all of the following criteria are met: management,
having the authority to approve the action, commits to a plan
to sell the disposal group; the disposal group is available for
immediate sale in its present condition subject only to terms
that are usual and customary for sales of such disposal group;
an active program to locate a buyer and other actions required
to complete the plan to sell the disposal group have been
initiated; the sale of the disposal group is probable, and transfer
of the disposal group is expected to qualify for recognition as a
completed sale within one year, except if events or circumstances
beyond our control extend the period of time required to sell
the disposal group beyond one year; the disposal group is being
actively marketed for sale at a price that is reasonable in relation
to its current fair value; and actions required to complete the
plan indicate that it is unlikely that significant changes to the
plan will be made or that the plan will be withdrawn.
A disposal group that is classified as held for sale is initially
measured at the lower of its carrying value or fair value less
any costs to sell. Any loss resulting from this measurement
is recognized in the period in which the held for sale criteria
are met. Conversely, gains are not recognized on the sale of a
disposal group until the date of sale.
S&P Global 2023 Annual Report 55
The fair value of a disposal group less any costs to sell is
assessed each reporting period it remains classified as held for
sale and any subsequent changes are reported as an adjustment
to the carrying value of the disposal group, as long as the new
carrying value does not exceed the carrying value of the disposal
group at the time it was initially classified as held for sale.
Upon determining that a disposal group meets the criteria to be
classified as held for sale, the Company reports the assets and
liabilities of the disposal group as held for sale in the current
period in our consolidated balance sheets.
Discontinued Operations
In determining whether a disposal of a component of an entity or
a group of components of an entity is required to be presented
as a discontinued operation, we make a determination whether
the disposal represents a strategic shift that had, or will
have, a major effect on our operations and financial results. A
component of an entity comprises operations and cash flows
that can be clearly distinguished both operationally and for
financial reporting purposes. If we conclude that the disposal
represents a strategic shift, then the results of operations of
the group of assets being disposed of (as well as any gain or
loss on the disposal transaction) are aggregated for separate
presentation apart from our continuing operating results in the
consolidated financial statements.
Principles of consolidation
The consolidated financial statements include the accounts
of all subsidiaries and our share of earnings or losses of joint
ventures and affiliated companies under the equity method
of accounting. All significant intercompany accounts and
transactions have been eliminated. The Company applies
the guidelines set forth in Topic 810 of the ASC in assessing
its interests in variable interest entities to decide whether to
consolidate an entity. The Company has reviewed the potential
variable interest entities and determined that there are no
consolidation requirements under Topic 810 of the ASC.
Use of estimates
The preparation of financial statements in conformity with
generally accepted accounting principles in the United States
of America requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ
from those estimates.
Cash and cash equivalents
Cash and cash equivalents include ordinary bank deposits
and highly liquid investments with original maturities of three
months or less that consist primarily of money market funds
with unrestricted daily liquidity and fixed term time deposits.
Such investments and bank deposits are stated at cost, which
approximates market value, and were $1.3 billion as of December
31, 2023 and 2022. These investments are not subject to
significant market risk.
Restricted cash
Cash that is subject to legal restrictions or is unavailable for
general operating purposes is classified as restricted cash.
Restricted cash included in our consolidated balance sheets was
$1 million as of December 31, 2023 and 2022.
Short-term investments
Short-term investments are securities with original maturities
greater than 90 days that are available for use in our operations
in the next twelve months. The short-term investments,
primarily consisting of certificates of deposit and mutual funds,
are recorded at cost, which approximates fair value, which is
estimated based on the net asset value of these investments.
Interest and dividends are recorded in income when earned.
Accounts receivable
Credit is extended to customers based upon an evaluation
of the customer’s financial condition. Accounts receivable,
which include billings consistent with terms of contractual
arrangements, are recorded at net realizable value.
Allowance for doubtful accounts
The allowance for doubtful accounts reserve methodology
is based on historical analysis, a review of outstanding
balances and current conditions, and by incorporating data
points that provide indicators of future economic conditions
including forecasted industry default rates and industry index
benchmarks. In determining these reserves, we consider,
amongst other factors, the financial condition and risk profile of
our customers, areas of specific or concentrated risk as well as
applicable industry trends or market indicators.
Capitalized technology costs
We capitalize certain software development and website
implementation costs. Capitalized costs only include
incremental, direct costs of materials and services incurred
to develop the software after the preliminary project stage is
completed, funding has been committed and it is probable that
the project will be completed and used to perform the function
intended. Incremental costs are expenditures that are out-of-
pocket to us and are not part of an allocation or existing expense
base. Software development and website implementation costs
are expensed as incurred during the preliminary project stage.
Capitalized costs are amortized from the year the software is
ready for its intended use over its estimated useful life, three
to seven years, using the straight-line method. Periodically,
we evaluate the amortization methods, remaining lives and
recoverability of such costs. Capitalized software development
and website implementation costs are included in other
non-current assets and are presented net of accumulated
amortization. Gross capitalized technology costs were $303
million and $259 million as of December 31, 2023 and 2022,
respectively. Accumulated amortization of capitalized technology
costs was $194 million and $190 million as of December 31, 2023
and 2022, respectively.
56 S&P Global 2023 Annual Report
Fair Value
Certain assets and liabilities are required to be recorded at fair
value and classified within a fair value hierarchy based on inputs
used when measuring fair value. We have foreign exchange
forward contracts, cross currency and interest rate swaps that
are adjusted to fair value on a recurring basis.
Other financial instruments, including cash and cash equivalents
and short-term investments, are recorded at cost, which
approximates fair value because of the short-term maturity and
highly liquid nature of these instruments. The fair value of our
long-term debt borrowings were $10.3 billion and $9.3 billion as
of December 31, 2023 and 2022, respectively, and was estimated
based on quoted market prices.
Accounting for the impairment of long-lived
assets (including other intangible assets)
We evaluate long-lived assets for impairment whenever events
or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. Upon such an occurrence,
recoverability of assets to be held and used is measured by
comparing the carrying amount of an asset to current forecasts
of undiscounted future net cash flows expected to be generated
by the asset. If the carrying amount of the asset exceeds its
estimated future cash flows, an impairment charge is recognized
equal to the amount by which the carrying amount of the asset
exceeds the fair value of the asset. For long-lived assets held for
sale, assets are written down to fair value, less cost to sell. Fair
value is determined based on market evidence, discounted cash
flows, appraised values or management’s estimates, depending
upon the nature of the assets.
Leases
We determine whether an arrangement meets the criteria for
an operating lease or a finance lease at the inception of the
arrangement. We have operating leases for office space and
equipment. Our leases have remaining lease terms of 1 year to 10
years, some of which include options to extend the leases for up
to 15 years, and some of which include options to terminate the
leases within 1 year. We consider these options in determining
the lease term used to establish our right-of-use (“ROU”) assets
and associated lease liabilities. We sublease certain real estate
leases to third parties which mainly consist of operating leases
for space within our offices.
Leases with an initial term of 12 months or less are not recorded
on the balance sheet; we recognize lease expenses for these
leases on a straight line-basis over the lease term in operating-
related expenses and selling and general expenses.
Operating lease ROU assets and operating lease liabilities are
recognized based on the present value of future minimum lease
payments over the lease term at commencement date. Our future
minimum based payments used to determine our lease liabilities
include minimum based rent payments and escalations. As
most of our leases do not provide an implicit rate, we use our
estimated incremental borrowing rate based on the information
available at commencement date in determining the present
value of lease payments.
Goodwill and other indefinite-lived intangible assets
Goodwill represents the excess of purchase price and related
costs over the value assigned to the net tangible and identifiable
intangible assets of businesses acquired. Goodwill and other
intangible assets with indefinite lives are not amortized, but
instead are tested for impairment annually during the fourth
quarter each year, or more frequently if events or changes
in circumstances indicate that the asset might be impaired.
We have five reporting units with goodwill that are evaluated
for impairment.
We initially perform a qualitative analysis evaluating whether
any events and circumstances occurred or exist that provide
evidence that it is more likely than not that the fair value of any
of our reporting units is less than its carrying amount. If, based
on our evaluation we do not believe that it is more likely than not
that the fair value of any of our reporting units is less than its
carrying amount, no quantitative impairment test is performed.
Conversely, if the results of our qualitative assessment
determine that it is more likely than not that the fair value of
any of our reporting units is less than their respective carrying
amounts we perform a quantitative impairment test.
When conducting our impairment test to evaluate the
recoverability of goodwill at the reporting unit level, the
estimated fair value of the reporting unit is compared to its
carrying value including goodwill. Fair value of the reporting units
is estimated using the income approach, which incorporates the
use of the discounted free cash flow (“DCF”) analyses and are
corroborated using the market approach, which incorporates the
use of revenue and earnings multiples based on market data. The
DCF analyses are based on the current operating budgets and
estimated long-term growth projections for each reporting unit.
Future cash flows are discounted based on a market comparable
weighted average cost of capital rate for each reporting unit,
adjusted for market and other risks where appropriate. In
addition, we analyze any difference between the sum of the fair
values of the reporting units and our total market capitalization
for reasonableness, taking into account certain factors including
control premiums. If the fair value of the reporting unit is less
than the carrying value, the difference is recognized as an
impairment charge.
We evaluate the recoverability of indefinite-lived intangible
assets by first performing a qualitative analysis evaluating
whether any events and circumstances occurred that provide
evidence that it is more likely than not that the indefinite-lived
asset is impaired. If, based on our evaluation of the events and
circumstances that occurred during the year we do not believe
that it is more likely than not that the indefinite-lived asset
is impaired, no quantitative impairment test is performed.
Conversely, if the results of our qualitative assessment
determine that it is more likely than not that the indefinite-lived
asset is impaired, a quantitative impairment test is performed.
If necessary, an impairment analysis is performed using the
income approach to estimate the fair value of the indefinite-lived
intangible asset. If the intangible asset carrying value exceeds
its fair value, an impairment charge is recognized in an amount
equal to that excess.
S&P Global 2023 Annual Report 57
Significant judgments inherent in these analyses include
estimating the amount and timing of future cash flows and
the selection of appropriate discount rates, royalty rates and
long-term growth rate assumptions. Changes in these estimates
and assumptions could materially affect the determination of
fair value for each reporting unit and indefinite-lived intangible
asset and could result in an impairment charge, which could be
material to our financial position and results of operations.
Depreciation
The costs of property and equipment are depreciated using
the straight-line method based upon the following estimated
useful lives: buildings and improvements from 15 to 40 years
and equipment and furniture from 2 to 10 years. The costs of
leasehold improvements are amortized over the lesser of the
useful lives or the terms of the respective leases.
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.
Advertising expense
The cost of advertising is expensed as incurred. We incurred
$209 million, $177 million and $39 million in advertising costs for
the years ended December 31, 2023, 2022 and 2021, respectively.
Equity Investments in Unconsolidated Subsidiaries
Equity investments for which we exercise significant influence,
but do not have control over the investee, are accounted for
using the equity method of accounting, or at fair value if we
elect the fair value option or there is a readily determinable
fair value. Unrealized gains and losses are included in other
expense (income), net. Equity investments for which we do not
have the ability to exercise significant influence are primarily
accounted for under the measurement alternative. Under the
measurement alternative, the carrying value is measured at
cost, less any impairment, plus or minus changes resulting from
observable price changes in orderly transactions for identical
or similar investments of the same issuer. Adjustments are
determined primarily based on a market approach as of the
transaction date and are recorded in other expense (income),
net. Our equity investments are included in Equity investments in
unconsolidated subsidiaries in our consolidated balance sheets.
Our share of earnings or losses are recognized in other expense
(income), net in our consolidated statements of income. We
periodically evaluate all our equity investments for impairment.
The OSTTRA joint venture is accounted for using the equity
method of accounting, and our share of earnings or losses are
recognized in Equity in income on unconsolidated subsidiaries in
our consolidated statements of income.
Foreign currency translation
We have operations in many foreign countries. For most
international operations, the local currency is the functional
currency. For international operations that are determined to
be extensions of the parent company, the United States (“U.S.”)
dollar is the functional currency. For local currency operations,
assets and liabilities are translated into U.S. dollars using end of
period exchange rates, and revenue and expenses are translated
into U.S. dollars using weighted-average exchange rates. Foreign
currency translation adjustments are accumulated in a separate
component of equity.
Stock-based compensation
Stock-based compensation expense is measured at the grant
date based on the fair value of the award and is recognized over
the requisite service period, which typically is the vesting period.
Stock-based compensation is classified as both operating-
related expense and selling and general expense in the
consolidated statements of income.
Income taxes
Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between financial
statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to be applied to
taxable income in the years in which those temporary differences
are expected to be recovered or settled. We recognize liabilities
for uncertain tax positions taken or expected to be taken in
income tax returns. Accrued interest and penalties related to
unrecognized tax benefits are recognized in interest expense and
operating expense, respectively.
Judgment is required in determining our provision for income
taxes, deferred tax assets and liabilities and unrecognized tax
benefits. In determining the need for a valuation allowance, the
historical and projected financial performance of the operation
that is recording a net deferred tax asset is considered along
with any other pertinent information.
We file income tax returns in the U.S. federal jurisdiction and
various state and foreign jurisdictions, and we are routinely
under audit by many different tax authorities. We believe that
our accrual for tax liabilities is adequate for all open audit
years based on an assessment of many factors including past
experience and interpretations of tax law. This assessment
relies on estimates and assumptions and may involve a series
of complex judgments about future events. It is possible that
tax examinations will be settled prior to December 31, 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.
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.
58 S&P Global 2023 Annual Report
should be applied either prospectively or retrospectively. We
are currently evaluating the impact of this guidance on the
Company’s disclosures.
In November of 2023, the FASB issued accounting guidance
that expands reportable segment disclosure requirements
primarily through enhanced disclosures about significant
segment expenses. The amendments are effective for fiscal
years beginning after December 15, 2023, and for interim periods
within fiscal years beginning after December 15, 2024, with
early adoption permitted. The amendments should be applied
retrospectively to all prior periods presented in the financial
statements. We are currently evaluating the impact of this
guidance on the Company’s disclosures.
In March of 2023, the FASB issued accounting guidance that
requires all entities to amortize leasehold improvements
associated with common control leases over the useful life to the
common control group. The guidance was effective on January 1,
2024 and the adoption of this guidance did not have a significant
impact on our consolidated financial statements.
In March of 2020, the FASB issued accounting guidance to
provide temporary optional expedients and exceptions to the
current contract modifications and hedge accounting guidance
in light of the expected market transition from London Interbank
Offered Rate (“LIBOR”) to alternative rates. The new guidance
provides optional expedients and exceptions to transactions
affected by reference rate reform if certain criteria are met. The
transactions primarily include (1) contract modifications, (2)
hedging relationships, and (3) sale or transfer of debt securities
classified as held-to-maturity. In December of 2022, the FASB
amended its guidance to defer the sunset date from December
31, 2022 to December 31, 2024. The Company may elect to adopt
the amendments prospectively to transactions existing as of or
entered into from the date of adoption through December 31,
2024. We do not expect this guidance to have a significant impact
on our consolidated financial statements.
Reclassification
Certain prior year amounts have been reclassified for
comparability purposes.
Redeemable Noncontrolling Interest
The agreement with the minority partners of our S&P Dow Jones
Indices LLC joint venture contains redemption features whereby
interests held by our minority partners are redeemable either (i)
at the option of the holder or (ii) upon the occurrence of an event
that is not solely within our control. Since redemption of the
noncontrolling interest is outside of our control, this interest is
presented on our consolidated balance sheets under the caption
“Redeemable noncontrolling interest.” If the interest were to
be redeemed, we would generally be required to purchase the
interest at fair value on the date of redemption. We adjust the
redeemable noncontrolling interest each reporting period to its
estimated redemption value, but never less than its initial fair
value, using both income and market valuation approaches.
Our income and market valuation approaches incorporate
Level 3 measures for instances when observable inputs are
not available. The more significant judgmental assumptions
used to estimate the value of the S&P Dow Jones Indices LLC
joint venture include an estimated discount rate, a range of
assumptions that form the basis of the expected future net cash
flows (e.g., the revenue growth rates and operating margins),
and a company specific beta. The significant judgmental
assumptions used that incorporate market data, including the
relative weighting of market observable information and the
comparability of that information in our valuation models, are
forward-looking and could be affected by future economic and
market conditions. Any adjustments to the redemption value will
impact retained income. See Note 9 – Equity for further detail.
Contingencies
We accrue for loss contingencies when both (a) information
available prior to issuance of the consolidated financial
statements indicates that it is probable that a liability had been
incurred at the date of the financial statements and (b) the
amount of loss can reasonably be estimated. We continually
assess the likelihood of any adverse judgments or outcomes
to our contingencies, as well as potential amounts or ranges
of probable losses, and recognize a liability, if any, for these
contingencies based on an analysis of each matter with the
assistance of outside legal counsel and, if applicable, other
experts. Because many of these matters are resolved over long
periods of time, our estimate of liabilities may change due to
new developments, changes in assumptions or changes in
our strategy related to the matter. When we accrue for loss
contingencies and the reasonable estimate of the loss is within a
range, we record our best estimate within the range. We disclose
an estimated possible loss or a range of loss when it is at least
reasonably possible that a loss may be incurred.
Recent Accounting Standards
In December of 2023, the Financial Accounting Standards Board
(“FASB”) issued accounting guidance that expands disclosures
in an entity’s income tax rate reconciliation table and regarding
cash taxes paid both in the U.S. and foreign jurisdictions.
The guidance is effective for for annual periods beginning
after December 15, 2024, with early adoption permitted, and
S&P Global 2023 Annual Report 59
2. Acquisitions and Divestitures
ACQUISITIONS
2023
Acquisitions completed during the year ended December 31,
2023 included:
– On February 16, 2023, we completed the acquisition of
Market Scan Information Systems, Inc. (“Market Scan”),
a leading provider of automotive pricing and incentive
intelligence, including Automotive Payments as a Service
and its powerful payment calculation engine. The addition of
Market Scan to Mobility enabled the integration of detailed
transaction intelligence in areas that are complementary to
existing services for dealers, OEMs, lenders, and other market
participants. The acquisition of Market Scan is not material to
our consolidated financial statements.
– On January 3, 2023, we completed the acquisition of ChartIQ,
a premier charting provider for the financial services
industry. ChartIQ is a professional grade charting solution
that allows users to visualize data with a fully interactive
web-based library that works seamlessly across web, mobile
and desktop. It provides advanced capabilities including
trade visualization, options analytics, technical analysis and
more. Additionally, ChartIQ allows clients to visualize vendor-
supplied data combined with their own proprietary content,
alternative datasets or analytics. The acquisition is part of
our Market Intelligence segment and further enhances our
S&P Capital IQ Pro platform and other workflow solutions to
provide the industry with leading visualization capabilities.
The acquisition of ChartIQ is not material to our consolidated
financial statements.
– On January 4, 2023, we completed the acquisition of TruSight
Solutions LLC (“TruSight”) a provider of third-party vendor risk
assessments. The acquisition was integrated into our Market
Intelligence segment and further expanded the breadth and
depth of S&P Global’s third party vendor risk management
solutions by offering high-quality validated assessment data
to clients designed to reduce further the vendor due diligence
burden on service providers to the financial services industry.
The acquisition of TruSight is not material to our consolidated
financial statements.
None of our acquisitions completed during 2023 were material
individually or in the aggregate, including the pro forma impact
on earnings. For acquisitions during 2023 that were accounted
for using the purchase method, the excess of the purchase price
over the fair value of the net assets acquired is allocated to
goodwill and other intangibles. The goodwill recognized on our
acquisitions is largely attributable to anticipated operational
synergies and growth opportunities as a result of the acquisition.
The intangible assets, excluding goodwill and indefinite-lived
intangibles, are being amortized over their anticipated useful
lives of 5-7 years.
2022
On December 1, 2022, we completed the acquisition of the
Shades of Green business from the Center for International
Climate Research (“CICERO”), Norway’s foremost institute
for interdisciplinary climate research. The acquisition was
integrated into S&P Global Ratings and further expanded the
breadth and depth of its second party opinions (SPOs) offering.
SPOs are independent assessments of a company’s financing
or framework’s alignment with market standards and typically
provided before any borrowing is raised. The acquisition of the
Shades of Green business is not material to our consolidated
financial statements.
Merger with IHS Markit
On February 28, 2022, we completed the merger with IHS Markit
by acquiring 100% of the IHS Markit common stock that was
issued and outstanding as of the date of acquisition, and as a
result, IHS Markit and its subsidiaries became wholly owned
consolidated subsidiaries of S&P Global. Upon completion of the
merger with IHS Markit, IHS Markit stockholders received 113.8
million shares of S&P Global’s common stock, at an exchange
ratio of 0.2838 S&P Global shares for each share of IHS Markit
common stock, with cash paid in lieu of fractional shares. The
Company also issued approximately 0.9 million replacement
equity award shares for IHS Markit equity awards that were
assumed pursuant to the merger agreement.
The fair value of the consideration transferred for IHS Markit
was approximately $43.5 billion as of the merger date, which
consisted of the following:
(in millions, except for share and per
share data)
February 28, 2022
Number of shares IHS Markit issued
and outstanding*
Exchange ratio
Number of S&P Global common stock
transferred to IHS Markit stockholders
Closing price per share of S&P Global
common stock**
Fair value of S&P Global common stock
transferred IHS Markit stockholders
Fair value of S&P Global replacement equity
awards attributable to pre-combination
service
Total equity consideration
400,988,207
0.2838
113,800,453
$380.89
$43,345
$191
$43,536
*
Excludes 25,219,470 IHS Markit shares held by the Markit Group Holdings
Limited Employee Benefit Trust (“EBT”). The shares held by the EBT were
converted in the merger into S&P Global shares at the exchange ratio of
0.2838 and will continue to be held by the trustee in the EBT.
** Based on S&P Global’s closing stock price on February 25, 2022.
60 S&P Global 2023 Annual Report
Acquired Identifiable Intangible Assets
The following table sets forth the fair values of the
components of the identifiable intangible assets acquired and
their useful lives:
(in millions)
February 28, 2022
Fair
Value
Weighted
Average
Useful Lives
Customer relationships
$13,596
25 years
Trade names and trademarks
Developed technology
Databases
1,469
1,043
2,512
14 years
10 years
12 years
Total Identified Intangible Assets
$18,620
21 years
Allocation of Purchase Price
The merger with IHS Markit was accounted for as a business
combination using the acquisition method of accounting in
accordance with ASC 805, Business Combinations (“ASC 805”).
The excess of the purchase price over the fair value of the
net assets acquired was allocated to goodwill, of which $699
million is expected to be deductible for tax purposes. Goodwill is
primarily attributed to synergies from future expected economic
benefits, including enhanced revenue growth from expanded
capabilities and geographic presence as well as substantial cost
savings from duplicative overhead, streamlined operations and
enhanced operational efficiency. The allocation of purchase price
recorded for IHS Markit is as follows:
(in millions)
Assets acquired
Cash and cash equivalents
Accounts receivable, net
Prepaid and other current assets
Assets of businesses held for sale
Property and equipment
Right of use assets
Goodwill
Other intangible assets
Equity investments in unconsolidated
subsidiaries
Other non-current assets
Total assets acquired
Liabilities assumed
Accounts payable
Accrued compensation
Short-term debt
Unearned revenue
Other current liabilities
Liabilities of businesses held for sale
Long-term debt
Lease liabilities - non-current
Deferred tax liability - non-current
Other non-current liabilities
Total liabilities assumed
Total consideration transferred
February 28, 2022
$310
968
224
1,519
118
240
31,456
18,620
1,644
54
$55,153
$174
90
968
1,053
581
72
4,191
231
4,200
57
$11,617
$43,536
S&P Global 2023 Annual Report 61
Acquisition-Related Expenses
The Company incurred acquisition-related costs of $236 million
related to the IHS Markit merger for the year ended December
31, 2023, $619 million for the year ended December 31, 2022, and
$249 million for the year ended December 31, 2021, respectively.
These costs were included in selling and general expenses within
the Company’s consolidated statements of income for the years
ended December 31, 2023, 2022 and 2021, respectively.
Pro forma information
Since the acquisition date, the results of operations for IHS
Markit of $3.799 billion of revenue and $659 million of operating
profit for the year ended December 31, 2022, have been included
within the accompanying consolidated statements of income.
The following unaudited supplemental pro forma combined
financial information presents the Company’s results of
operations for the years ended December 31, 2022 and
December 31, 2021 as if the acquisition of IHS Markit had
occurred on January 1, 2021. The pro forma financial information
is presented for comparative purposes only and is not
necessarily indicative of the Company’s operating results that
may have actually occurred had the acquisition of IHS Markit
been completed on January 1, 2021. The pro forma results do
not include anticipated synergies or other expected benefits of
the acquisition.
(in millions)
Revenue
Net Income
Year ended December 31,
2022
2021
$11,842
$12,382
$3,533
$4,137
The unaudited pro forma financial information reflects pro
forma adjustments to present the combined pro forma results
of operations as if the acquisition had occurred on January 1,
2021 to give effect to certain events the Company believes to be
directly attributable to the acquisition.
2021
Acquisitions completed during the year ended December
31, 2021 included:
– In December of 2021, as part of our Sustainable1
investments, we completed the acquisition of The Climate
Service, Inc. (“TCS”), which has developed a climate risk
analytics platform assisting corporates, investors and
governments with assessing physical climate risks.
Sustainable1 is S&P Global’s single source of essential
sustainability intelligence, bringing together S&P Global’s
resources and full product suite of data, benchmarking,
analytics, evaluations and indices that provide customers
with a 360-degree view to help achieve their sustainability
goals. The acquisition added capabilities to S&P Global’s
leading portfolio of essential environmental, social, and
governance (“ESG”) insights and solutions for its customers.
Through this acquisition, S&P Global is able to offer its clients
even more transparent, robust and comprehensive climate
data, models and analytics. We accounted for the acquisition
using the purchase method of accounting. The acquisition of
The Climate Service, Inc. is not material to our consolidated
financial statements.
None of our acquisitions completed during 2021 were material
individually or in the aggregate, including the pro forma impact
on earnings. For acquisitions during 2021 that were accounted
for using the purchase method, the excess of the purchase price
over the fair value of the net assets acquired is allocated to
goodwill and other intangibles. The goodwill recognized on our
acquisitions is largely attributable to anticipated operational
synergies and growth opportunities as a result of the acquisition.
The intangible assets, excluding goodwill and indefinite-lived
intangibles, are being amortized over their anticipated useful
lives of 7 years.
Non-cash investing activities
Liabilities assumed in conjunction with our acquisitions
are as follows:
Year ended December 31,
(in millions)
2023
2022
Fair value of assets acquired
$399 $54,944
Equity transferred
— (43,536)
Cash acquired (paid), net
(296)
210
Liabilities assumed
$103
$11,618
2021
$110
—
(99)
$11
DIVESTITURES
2023
During the year ended December 31, 2023, we completed the
following disposition and received the following contingent
payment that resulted in a pre-tax loss of $70 million, which
was included in Loss (gain) on dispositions in the consolidated
statement of income.
– On May 2, 2023, we completed the sale of Engineering
Solutions to Allium Buyer LLC, a Delaware limited liability
company controlled by funds affiliated with Kohlberg Kravis
Roberts & Co. L.P. (“KKR”). We received the full proceeds from
the sale of $975 million in cash, subject to purchase price
adjustments, which we expect to result in approximately
$750 million in after-tax proceeds. The assets and liabilities
of Engineering Solutions were classified as held for sale in
our consolidated balance sheet as of December 31, 2022.
During the year ended December 31, 2023, we recorded a
pre-tax loss of $120 million in Loss (gain) on dispositions and
disposition-related costs of $16 million in selling and general
expenses in the consolidated statement of income ($182
million after-tax, net of a release of a deferred tax liability of
$157 million) related to the sale of Engineering Solutions. The
transaction followed our announced intent in November of
2022 to divest the business. Engineering Solutions became
part of the Company following our merger with IHS Markit.
– In the first quarter of 2023, we received a contingent
payment following the sale of Leveraged Commentary and
62 S&P Global 2023 Annual Report
Data (“LCD”) along with a related family of leveraged loan
indices in June of 2022. The contingent payment was 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, 2023, the
contingent payment resulted in a pre-tax gain of $46 million
($34 million after-tax) related to the sale of LCD in our Market
Intelligence segment and $4 million ($3 million after-tax) in
Loss (gain) on dispositions related to the sale of a family of
leveraged loan indices in our Indices segment.
2021
During the year ended December 31, 2021, we completed the
following dispositions that resulted in a pre-tax gain of $11
million, which was included in Loss (gain) on dispositions in the
consolidated statement of income:
– During the year ended December 31, 2021, we recorded a
pre-tax gain of $8 million ($6 million after-tax) in Loss (gain)
on dispositions in the consolidated statements of income
related to the sale of office facilities in India.
2022
As a condition of securing regulatory approval for the merger,
S&P Global and IHS Markit agreed to divest of certain of their
businesses. S&P Global’s divestitures include CUSIP Global
Services (“CGS”), its LCD business and a related family of
leveraged loan indices while IHS Markit’s divestitures include Oil
Price Information Services (“OPIS”); Coal, Metals and Mining; and
PetroChem Wire businesses and its Base Chemicals business.
During the year ended December 31, 2022, we completed the
following dispositions that resulted in a pre-tax gain of $1.9
billion, which was included in Loss (gain) on dispositions in the
consolidated statement of income:
– In June of 2022, we completed 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 year ended December 31, 2022, we
recorded a pre-tax gain of $505 million ($378 million after-
tax) for the sale of LCD. During the year ended December
31, 2022, we recorded a pre-tax gain of $52 million ($43
million after-tax) for the sale of a family of leveraged loan
indices in 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. We did not recognize a gain on the sale of the Base
Chemicals business.
– In March of 2022, we completed the previously announced
sale of CGS, a business within our Market Intelligence
segment, to FactSet Research Systems Inc. for a purchase
price of $1.925 billion in cash, subject to customary
adjustments. During the year ended December 31, 2022,
we recorded a pre-tax gain of $1.342 billion ($1.005 billion
after-tax) in 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. We did
not recognize a gain on the sale of OPIS.
– 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.
The components of assets and liabilities held for sale in the
consolidated balance sheet consist of the following:
(in millions)
Accounts Receivable, net
Goodwill
Other intangible assets, net
Other assets
Year ended December 31,
2023
20221
$—
—
—
—
$88
437
697
76
Assets of businesses held for sale
$— $1,298
Accounts payable and accrued expenses
Deferred tax liability
Unearned revenue
$—
—
—
$59
27
148
Liabilities of businesses held for sale
$—
$234
1
Assets and liabilities held for sale as of December 31, 2022 relate to
Engineering Solutions.
The operating profit of our businesses that were held for sale or
disposed of for the years ending December 31, 2023, 2022 and
2021 is as follows:
(in millions)
Operating profit1
Year ended December 31,
2023
$19
2022
$71
2021
$172
1
The operating profit presented includes the revenue and recurring direct
expenses associated with businesses held for sale. The year ended
December 31, 2023 excludes a pre-tax loss related to the sale of Engineering
Solutions of $120 million. The year ended December 31, 2022 excludes
pre-tax gains related to the sale LCD and a related family of leveraged
loan indices of $505 million and $52 million, respectively. The year ended
December 31, 2022 also excludes a pre-tax gain of $1.3 billion related to the
sale of CGS. The year ended December 31, 2021 excludes a pre-tax gain on
the sale of SPIAS of $3 million.
S&P Global 2023 Annual Report 63
3. Goodwill and Other
Intangible Assets
GOODWILL
Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable
intangible assets of businesses acquired.
The change in the carrying amount of goodwill by segment is shown below:
(in millions)
Market
Intelligence
Ratings
Commodity
Insights
Mobility
Indices
Engineering
Solutions
Corporate
Total
Balance as of December 31, 2021
Acquisitions
Dispositions
Reclassifications 1
Other 2
$1,808
16,556
(246)
—
(8)
Balance as of December 31, 2022
18,110
Acquisitions
Other 2
62
11
$245
22
—
—
(10)
257
3
14
$525
5,009
—
—
(12)
$—
8,695
$376
1,023
—
—
—
—
—
—
5,522
8,695
1,399
6
10
168
—
—
18
$—
437
—
(437)
—
—
—
—
$552
—
—
—
10
$3,506
31,742
(246)
(437)
(20)
562
34,545
—
13
239
66
Balance as of December 31, 2023
$18,183
$274
$5,538
$8,863
$1,417
$—
$575
$34,850
1
2
Relates to Engineering Solutions, which is classified as assets held for sale in our consolidated balance sheet as of December 31, 2022.
Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions.
Goodwill additions and dispositions in the table above relate to
transactions discussed in Note 2 – Acquisitions and Divestitures.
– 2023 and 2022 both include $185 million within our Market
Intelligence segment for the SNL tradename.
OTHER INTANGIBLE ASSETS
Other intangible assets include both indefinite-lived assets
not subject to amortization and definite-lived assets subject
to amortization. We have indefinite-lived assets with a carrying
value of $846 million as of December 31, 2023 and 2022.
– 2023 and 2022 both include $380 million and $90 million for
Dow Jones Indices intellectual property and the Dow Jones
tradename, respectively, that we recorded as part of the
transaction to form S&P Dow Jones Indices LLC in 2012.
– 2023 and 2022 both include $132 million within our Indices
segment for the balance of the IP rights in a family of indices
derived from the S&P 500, solidifying Indices IP in and to the
S&P 500 index family.
– 2023 and 2022 both include $59 million within our Indices
segment for the Goldman Sachs Commodity Index intellectual
property and the Broad Market Indices intellectual property.
64 S&P Global 2023 Annual Report
The following table summarizes our definite-lived intangible assets:
(in millions)
COST
Balance as of December 31, 2021
Acquisitions
Dispositions
Reclassifications 1
Other 2
Balance as of December 31, 2022
Acquisitions
Other 2
Databases
and software
Content
Customer
relationships
Tradenames
Other
intangibles
Total
$645
3,774
—
(476)
(2)
3,941
—
1
$139
—
—
—
—
139
—
—
$355
13,377
—
(257)
(8)
$55
1,469
—
—
—
13,467
1,524
—
23
—
4
$206
17
(5)
—
(4)
214
104
7
$1,400
$18,637
(5)
(733)
(14)
19,285
104
35
Balance as of December 31, 2023
$3,942
$139
$13,490
$1,528
$325
$19,424
ACCUMULATED AMORTIZATION
Balance as of December 31, 2021
$467
$139
$196
Current year amortization
Reclassifications 1
Other 2
Balance as of December 31, 2022
Current year amortization
Reclassifications
Other 2
313
(13)
(2)
765
351
—
—
—
—
—
139
—
—
—
482
(22)
—
656
545
(2)
(1)
$52
91
—
(1)
142
111
2
1
$107
19
—
(3)
123
35
—
5
$961
905
(35)
(6)
1,825
1,042
—
5
Balance as of December 31, 2023
$1,116
$139
$1,198
$256
$163
$2,872
NET DEFINITE-LIVED INTANGIBLES:
December 31, 2022
December 31, 2023
$3,176
$2,826
$—
$—
$12,811
$12,292
$1,382
$1,272
$91
$162
$17,460
$16,552
1
2
Relates to Engineering Solutions, which is classified as assets held for sale in our consolidated balance sheet as of December 31, 2022.
Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions.
Definite-lived intangible assets are being amortized on a
straight-line basis over periods of up to 25 years. The weighted-
average life of the intangible assets as of December 31, 2023 is
approximately 22 years.
Amortization expense was $1,042 million, $905 million and $96
million for the years ended December 31, 2023, 2022 and 2021,
respectively. Expected amortization expense for intangible
assets over the next five years for the years ended December 31,
assuming no further acquisitions or dispositions, is as follows:
(in millions)
Amortization expense
2024
2025
$1,046
$1,029
2026
$998
2027
$980
2028
$978
S&P Global 2023 Annual Report 65
4. Taxes on Income
Income before taxes on income resulting from domestic and
foreign operations is as follows:
(in millions)
Year ended December 31,
2023
2022
2021
Domestic operations
Foreign operations
$1,899
1,772
$3,426
1,276
$2,874
1,290
Fluctuation in tax rates by year is primarily due to tax charge
on merger related divestitures and change in mix of income
by jurisdiction.
We have elected to recognize the tax on Global Intangible Low
Taxed Income (“GILTI”) as a period expense in the year the tax is
incurred. GILTI expense is included in Other, net above.
The principal temporary differences between the accounting
for income and expenses for financial reporting and income tax
purposes are as follows:
Total income before taxes
$3,671
$4,702
$4,164
(in millions)
The provision for taxes on income consists of the following:
Deferred tax assets:
Accrued expenses
Loss carryforwards
Research & Development
Expenditures
Other
December 31,
2023
2022
$249
495
258
473
$179
537
136
476
Total deferred tax assets
1,475
1,328
Deferred tax liabilities:
Goodwill and intangible assets
(4,573)
(4,864)
Other
Total deferred tax liabilities
Net deferred income tax asset before
valuation allowance
Valuation allowance
(212)
(174)
(4,785)
(5,038)
(3,310)
(3,710)
(316)
(274)
Net deferred income tax liability
$(3,626)
$(3,984)
Reported as:
Non-current deferred tax assets
$64
$81
Non-current deferred tax liabilities
(3,690)
(4,065)
Net deferred income tax liability
$(3,626)
$(3,984)
(in millions)
Federal:
Current
Deferred
Total federal
Foreign:
Current
Deferred
Total foreign
State and local:
Current
Deferred
Total state and local
Year ended December 31,
2023
2022
2021
$559
(177)
382
370
(150)
220
216
(40)
176
$928
(185)
743
$438
(9)
429
322
(98)
224
265
(52)
213
295
23
318
153
1
154
Total provision for taxes
$778
$1,180
$901
A reconciliation of the U.S. federal statutory income tax
rate to our effective income tax rate for financial reporting
purposes is as follows:
U.S. federal statutory income
tax rate
State and local income taxes
Foreign operations
Stock-based compensation
S&P Dow Jones Indices LLC
joint venture
Tax credits and incentives
Divestitures
Other, net
Year ended December 31,
2023
2022
2021
21.0% 21.0% 21.0%
3.5
(5.1)
(0.4)
(1.5)
(2.0)
1.8
3.9
3.9
(2.8)
3.3
(0.2)
— (0.8)
(1.1)
(1.3)
2.9
2.5
(1.1)
(2.3)
—
1.7
Effective income tax rate
21.2% 25.1% 21.6%
66 S&P Global 2023 Annual Report
We record valuation allowances against deferred income tax
assets when we determine that it is more likely than not that
such deferred income tax assets will not be realized based upon
all the available evidence. The valuation allowance is primarily
related to operating losses.
As of December 31, 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.
We have not recorded deferred income taxes applicable
to undistributed earnings of foreign subsidiaries that are
indefinitely reinvested in foreign operations. Quantification
of the deferred tax liability, if any, associated with indefinitely
reinvested earnings is not practicable.
We made net income tax payments totaling $1,279 million in
2023, $1,555 million in 2022, and $883 million in 2021. As of
December 31, 2023, we had net operating loss carryforwards of
$1,177 million, of which a significant portion has an unlimited
carryover period under current law.
A reconciliation of the beginning and ending amount of
unrecognized tax benefits is as follows:
(in millions)
Year ended December 31,
2023
2022
2021
Balance at beginning of year
$223
$147
$121
Additions based on tax positions
related to the current year
Additions for tax positions of prior
years
Reduction for settlements
Expiration of applicable
statutes of limitations
21
10
(11)
(13)
28
62
—
35
9
(8)
(14)
(10)
Balance at end of year
$230
$223
$147
The total amount of federal, state and local, and foreign
unrecognized tax benefits as of December 31, 2023, 2022
and 2021 was $230 million, $223 million and $147 million,
respectively, exclusive of interest and penalties. During the
year ended December 31, 2023, the change in unrecognized tax
benefits resulted in a net increase of tax expense of $5 million.
We recognize accrued interest and penalties related to
unrecognized tax benefits in interest expense and operating-
related expense, respectively. Based on the current status
of income tax audits, we believe that the total amount of
unrecognized tax benefits on the balance sheet may be reduced
by up to approximately $12 million in the next twelve months
as a result of the resolution of local tax examinations and
expiration of applicable statutes of limitations. In addition to the
unrecognized tax benefits, we had accrued interest and penalties
associated with unrecognized tax benefits of $50 million and $38
million as of December 31, 2023 and 2022, respectively.
The U.S. federal income tax audits for 2018 through 2023 are in
process. During 2023, we completed state and foreign tax audits
and, with few exceptions, we are no longer subject to federal,
state, or foreign income tax examinations by tax authorities for
the years before 2015. The impact to tax expense in 2023, 2022
and 2021 was not material.
We file income tax returns in the U.S. federal jurisdiction and
various state and foreign jurisdictions, and we are routinely
under audit by many different tax authorities. We believe that
our accrual for tax liabilities is adequate for all open audit
years based on an assessment of many factors including past
experience and interpretations of tax law. This assessment
relies on estimates and assumptions and may involve a series
of complex judgments about future events. It is possible that
tax examinations will be settled prior to December 31, 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.
For tax years beginning after December 31, 2021, the Tax Cuts
and Jobs Act of 2017 (“TCJA”) requires taxpayers to capitalize
and amortize research and development costs pursuant to
Internal Revenue Code (“IRC”) Section 174. Section 174 requires
taxpayers to capitalize research and development costs and
amortize them over 5 years for expenditures attributed to
domestic research and 15 years for expenditures attributed to
foreign research. This provision affected a significant proportion
of the Company for the first time in 2023. During 2023, our cash
taxes were adversely impacted by the requirement to capitalize
and amortize research and development expenses under Section
174. Although Congress is considering legislation that would
reinstate and extend Section 174 expensing for certain research
and experimental expenditures, the possibility that this will
happen is uncertain.
S&P Global 2023 Annual Report 67
5. Debt
A summary of long-term debt outstanding is as follows:
11
12
December 31,
(in millions)
4.125% Senior Notes, due 2023 1
3.625% Senior Notes, due 2024 2
4.75% Senior Notes, due 2025 3
4.0% Senior Notes, due 2026 4
2.95% Senior Notes, due 2027 5
2.45% Senior Notes, due 2027 6
4.75% Senior Notes, due 2028 7
4.25% Senior Notes, due 2029 8
2.5% Senior Notes, due 2029 9
2.70% Sustainability-Linked Senior
Notes, due 2029 10
1.25% Senior Notes, due 2030 11
2.90% Senior Notes, due 2032 12
5.25% Senior Notes due 2033 13
6.55% Senior Notes, due 2037 14
4.5% Senior Notes, due 2048 15
3.25% Senior Notes, due 2049 16
3.70% Senior Notes, due 2052 17
2.3% Senior Notes, due 2060 18
3.9% Senior Notes, due 2062 19
Commercial paper
Total debt
Less: short-term debt including
current maturities
Long-term debt
Interest payments are due semiannually on February 15 and August 15, and
as of December 31, 2023, the unamortized debt discount and issuance costs
total $5 million.
Interest payments are due semiannually on March 1 and September
1, beginning on September 1, 2022, and as of December 31, 2023, the
unamortized debt discount and issuance costs total $26 million.
Interest payments are due semiannually on March 15 and September 15,
beginning on March 15, 2024, and as of December 31, 2023, the unamortized
debt discount and issuance costs total $7 million.
Interest payments are due semiannually on May 15 and November 15, and
as of December 31, 2023, the unamortized debt discount and issuance costs
total $2 million.
Interest payments are due semiannually on May 15 and November 15, and
as of December 31, 2023, the unamortized debt discount and issuance costs
total $11 million.
Interest payments are due semiannually on June 1 and December 1, and as
of December 31, 2023, the unamortized debt discount and issuance costs
total $10 million.
Interest payments are due semiannually on March 1 and September
1, beginning on September 1, 2022, and as of December 31, 2023, the
unamortized debt discount and issuance costs total $25 million.
Interest payments are due semiannually on February 15 and August 15, and
as of December 31, 2023, the unamortized debt discount and issuance costs
total $17 million.
Interest payments are due semiannually on March 1 and September
1, beginning on September 1, 2022, and as of December 31, 2023, the
unamortized debt discount and issuance costs total $14 million.
Annual long-term debt maturities are scheduled as follows based
on book values as of December 31, 2023: $47 million due in 2024,
$4 million due in 2025, $3 million due in 2026; $1.7 billion due in
2027; $810 million due in 2028; and $8.9 billion due thereafter.
The fair value of our total debt borrowings was $10.3 billion and
$9.3 billion as of December 31, 2023 and December 31, 2022,
respectively, and was estimated based on quoted market prices.
2022
13
$38
48
4
3
496
1,237
14
15
823
16
1,029
497
17
1,233
594
1,472
18
19
—
290
272
590
974
682
486
188
2023
$—
47
4
3
497
1,240
810
1,016
497
1,236
595
1,474
743
291
272
590
975
683
486
—
11,459
10,956
47
226
$11,412
$10,730
On September 12, 2023, we issued $750 million of 5.25% senior
notes due in 2033. The notes are fully and unconditionally
guaranteed by our wholly-owned subsidiary, Standard & Poor’s
Financial Services LLC. In the third quarter of 2023, the Company
used the net proceeds to repay its outstanding commercial
paper borrowings.
1
2
3
4
5
6
7
8
9
We made a $38 million payment on the retirement of our 4.125% senior notes
in the third quarter of 2023.
Interest payments are due semiannually on May 1 and November 1.
Interest payments are due semiannually on February 15 and August 15.
Interest payments are due semiannually on March 1 and September 1.
Interest payments are due semiannually on January 22 and July 22, and as
of December 31, 2023, the unamortized debt discount and issuance costs
total $3 million.
Interest payments are due semiannually on March 1 and September
1, beginning on September 30, 2022, and as of December 31, 2023, the
unamortized debt discount and issuance costs total $10 million.
Interest payments are due semiannually on February 1 and August 1.
On February 28, 2022, we completed the merger with IHS Markit
in an all-stock transaction. In the transaction, we assumed IHS
Markit’s publicly traded debt, with an outstanding principal
balance of $4.6 billion, which was recorded at fair value of
$4.9 billion on the acquisition date. Debt assumed consisted
of the following:
– 5.00% Senior Notes due November 1, 2022 with an
outstanding principal balance of $748 million.
– 4.125% Senior Notes due August 1, 2023 with an outstanding
principal balance of $500 million.
– 3.625% Senior Notes due May 1, 2024 with an outstanding
Interest payments are due semiannually on May 1 and November 1.
principal balance of $400 million.
Interest payments are due semiannually on June 1 and December 1, and as
of December 31, 2023, the unamortized debt discount and issuance costs
total $3 million.
– 4.75% Senior Notes due February 15, 2025 with an
outstanding principal balance of $800 million.
10
Interest payments are due semiannually on March 1 and September
1, beginning on September 1, 2022, and as of December 31, 2023, the
unamortized debt discount and issuance costs total $14 million.
– 4.00% Senior Notes due March 1, 2026 with an outstanding
principal balance of $500 million.
68 S&P Global 2023 Annual Report
During the year ended December 31, 2022, we recognized an
$8 million loss on extinguishment of debt. The year ended
December 31, 2022 includes a $142 million tender premium
paid to tendering note holders in accordance with the terms
of the tender offer, partially offset by a $134 million non-cash
write-off related to the fair market value step up premium on
extinguished debt.
We have the ability to borrow a total of $2.0 billion through our
commercial paper program, which is supported by our $2.0
billion five-year credit agreement (our “credit facility”) that will
terminate on April 26, 2026. As of December 31, 2023, we had no
outstanding commercial paper. As of December 31, 2022, there
was $188 million of commercial paper outstanding.
Commitment fees for the unutilized commitments under the
credit facility and applicable margins for borrowings thereunder
are linked to the Company achieving three environmental
sustainability performance indicators related to emissions,
tested annually. We currently pay a commitment fee of 8 basis
points. The credit facility contains customary affirmative and
negative covenants and customary events of default. The
occurrence of an event of default could result in an acceleration
of the obligations under the credit facility.
The only financial covenant required under our credit facility is
that our indebtedness to cash flow ratio, as defined in our credit
facility, was not greater than 4 to 1, and this covenant level has
never been exceeded.
– 4.75% Senior Notes due August 1, 2028 with an outstanding
principal balance of $750 million.
– 4.25% Senior Notes due May 1, 2029 with an outstanding
principal balance of $950 million.
The adjustment to fair value of the Senior Notes of approximately
$292 million on the acquisition date will be amortized as an
adjustment to interest expense over the remaining contractual
terms of the Senior Notes.
On March 2, 2022, we completed the offer (the “Exchange Offer”)
to exchange outstanding notes issued by IHS Markit for new
notes issued by us and fully and unconditionally guaranteed by
Standard & Poor’s Financial Services LLC with the same interest
rate, interest payment dates, maturity date and redemption
terms as each corresponding series of exchange IHS Markit
notes and cash. Of the approximately $4.6 billion in aggregate
principal amount of IHS Markit’s Senior Notes offered in the
exchange, 96%, or approximately $4.5 billion, were tendered
and accepted. The portion not exchanged, approximately $175
million, remained outstanding across seven series of Senior
Notes issued by IHS Markit. The Exchange Offer was treated as a
debt modification for accounting purposes resulting in a portion
of the unamortized fair value adjustment of the IHS Markit
Senior Notes allocated to the new debt issued by S&P Global on
the settlement date of the exchange. See Note 2 — Acquisitions
and Divestitures for additional information on the merger.
On March 18, 2022, we issued $1,250 million of 2.45% Senior
Notes due 2027, $1,250 million of 2.7% Sustainability-Linked
Senior Notes due 2029, $1,500 million of 2.9% Senior Notes due
2032, $1,000 million of 3.7% Senior Notes due 2052, and $500
million of 3.9% Senior Notes due 2062. The Notes are fully and
unconditionally guaranteed by our wholly-owned subsidiary,
Standard & Poor’s Financial Services LLC. In the first quarter
of 2022, we used a portion of the net proceeds from the new
debt issuance to fund the redemption and extinguishment of
the outstanding principal amount of our 4.125% Senior Notes
due 2023, 3.625% Senior Notes due 2024, and our 4.0% Senior
Notes due 2026 which were former IHS Markit Notes that were
exchanged to SPGI Notes as part of the Exchange Offer. In
addition, we also used part of the net proceeds from the new
debt issuance noted above to fund the early tender as well as a
subsequent full redemption of our 5.0% Senior Notes due 2022
and the 4.750% Senior Notes due 2025, both of which were
former IHS Markit Notes that were exchanged to SPGI Notes
as part of the Exchange Offer, as well as our 4.0% Senior Notes
due 2025. The majority of these transactions settled within
the first quarter of 2022, however, given the timing of certain
redemptions, a lesser portion of these settled in the second
quarter of 2022, including the redemption and extinguishment
of the $287 million outstanding principal amount on our 4.0%
senior notes due in 2025, and a portion of the outstanding
principal amounts of our 5.0% senior notes due in 2022 and our
4.75% senior notes due in 2025, of approximately $52 million and
$247 million, respectively.
S&P Global 2023 Annual Report 69
6. Derivative Instruments
Our exposure to market risk includes changes in foreign
exchange rates and interest rates. We have operations in foreign
countries where the functional currency is primarily the local
currency. For international operations that are determined
to be extensions of the parent company, the U.S. dollar is
the functional currency. We typically have naturally hedged
positions in most countries from a local currency perspective
with offsetting assets and liabilities. As of December 31, 2023
and December 31, 2022, we have entered into foreign exchange
forward contracts to mitigate or hedge the effect of adverse
fluctuations in foreign exchange rates and held cross currency
swap contracts to hedge a portion of our net investment in a
foreign subsidiary against volatility in foreign exchange rates.
As of December 31, 2023 and December 31, 2022, we held a
series of interest rate swaps to mitigate or hedge the adverse
fluctuations in interest rates on our future debt refinancing.
These contracts are recorded at fair value that is based on
foreign currency exchange rates and interest rates in active
markets; therefore, we classify these derivative contracts within
Level 2 of the fair value hierarchy. We do not enter into any
derivative financial instruments for speculative purposes.
Undesignated Derivative Instruments
During the twelve months ended December 31, 2023, 2022
and 2021, we entered into foreign exchange forward contracts
in order to mitigate the change in fair value of specific assets
and liabilities in the consolidated balance sheets. These
forward contracts do not qualify for hedge accounting. As of
December 31, 2023 and 2022, the aggregate notional value of
these outstanding forward contracts was $2.6 billion and $1.8
billion, respectively. The changes in fair value of these forward
contracts are recorded in prepaid and other assets or other
current liabilities in the consolidated balance sheets with their
corresponding change in fair value recognized in selling and
general expenses in the consolidated statements of income.
The amount recorded in prepaid and other current assets was
$69 million and $5 million as of December 31, 2023 and 2022,
respectively. The amount recorded in other current liabilities was
$1 million and $37 million as of December 31, 2023 and 2022,
respectively. The amount recorded in selling and general expense
for the twelve months ended December 31, 2023, 2022 and 2021
related to these contracts was a net gain $81 million, a net loss
of $45 million and a net gain of $9 million, respectively.
Net Investment Hedges
As of December 31, 2023, 2022 and 2021, we held cross currency
swaps to hedge a portion of our net investment in one of our
European subsidiaries against volatility in the Euro/U.S. dollar
exchange rate. These swaps are designated and qualify as a hedge
of a net investment in a foreign subsidiary and are scheduled
to mature in 2024, 2029 and 2030. The notional value of our
outstanding cross currency swaps designated as a net investment
hedge was $1.5 billion and $1 billion as of December 31, 2023 and
2022, respectively. The changes in the fair value of these swaps
are recognized in foreign currency translation adjustments, a
component of other comprehensive income (loss), and reported
in accumulated other comprehensive loss in our consolidated
balance sheet. The gain or loss will be subsequently reclassified
into net earnings when the hedged net investment is either
sold or substantially liquidated. We have elected to assess the
effectiveness of our net investment hedges based on changes in
spot exchange rates. Accordingly, amounts related to the cross
currency swaps recognized directly in net income represent net
periodic interest settlements and accruals, which are recognized
in interest expense, net. We recognized net interest income of $25
million, net interest expense of $31 million and net interest income
of $20 million during the twelve months ended December 31, 2023,
2022 and 2021, respectively.
Cash Flow Hedges
Foreign Exchange Forward Contracts
During the twelve months ended December 31, 2023, 2022
and 2021, we entered into a series of foreign exchange forward
contracts to hedge a portion of the Indian rupee, British pound,
and Euro exposures through the fourth quarter of 2025, 2024
and 2023, respectively. These contracts are intended to offset
the impact of movement of exchange rates on future revenue
and operating costs and are scheduled to mature within twenty-
four months. The changes in the fair value of these contracts are
initially reported in accumulated other comprehensive loss in our
consolidated balance sheet and are subsequently reclassified
into revenue and selling and general expenses in the same period
that the hedged transaction affects earnings.
As of December 31, 2023, we estimate that $7 million of pre-tax
gain related to foreign exchange forward contracts designated
as cash flow hedges recorded in other comprehensive
income is expected to be reclassified into earnings within the
next twelve months.
The aggregate notional value of our outstanding foreign exchange
forward contracts designated as cash flow hedges was $529
million as of December 31, 2023 and 2022.
Interest Rate Swaps
As of December 31, 2023, 2022 and 2021, we held positions in
a series of interest rate swaps. These contracts are intended
to mitigate or hedge the adverse fluctuations in interest rates
on our future debt refinancing and are scheduled to mature
beginning in the first quarter of 2027. These interest rate swaps
are designated as cash flow hedges. The changes in the fair value
of these contracts are initially reported in accumulated other
comprehensive loss in our consolidated balance sheet and will
be subsequently reclassified into interest expense, net in the
same period that the hedged transaction affects earnings.
As of December 31, 2023 and 2022, the aggregate notional value
of our outstanding interest rate swaps designated as cash flow
hedges was $813 million and $1.4 billion, respectively, with the
current period reduction attributable to the issuance of $750
million 5.25% senior notes in September of 2023.
70 S&P Global 2023 Annual Report
The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges
as of December 31, 2023 and December 31, 2022:
(in millions)
Balance Sheet Location
Derivatives designated as cash flow hedges:
December 31, December 31,
2023
2022
Prepaid and other current assets
Foreign exchange forward contracts
Other current liabilities
Other non-current assets
Foreign exchange forward contracts
Interest rate swap contracts
Derivatives designated as net investment hedges:
Other non-current assets
Other non-current liabilities
Cross currency swaps
Cross currency swaps
$9
$2
$134
$—
$14
$3
$7
$145
$84
$—
S&P Global 2023 Annual Report 71
The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net
investment hedges for the years ended December 31:
Gain (Loss) recognized
in Accumulated Other
Comprehensive Loss
(effective portion)
Location of Gain (Loss)
reclassified from
Accumulated Other
Comprehensive Loss into
Income (effective portion)
Gain (Loss) reclassified
from Accumulated
Other Comprehensive
Loss into Income
(effective portion)
(in millions)
2023
2022
2021
2023
2022
2021
Cash flow hedges - designated as
hedging instruments
Foreign exchange forward contracts
$6
$(8)
$(11)
Revenue, Selling and
general expenses
Interest rate swap contracts
$48
$333
$(270)
Interest expense, net
$7
$(3)
$(6)
$(4)
$19
$—
Net investment hedges - designated as
hedging instruments
Cross currency swaps
$(102)
$98
$84
Interest expense, net
$(4)
$(4)
$(5)
The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the years
ended December 31:
(in millions)
Cash Flow Hedges
Foreign exchange forward contracts
Net unrealized gains on cash flow hedges, net of taxes, beginning of period
Change in fair value, net of tax
Reclassification into earnings, net of tax
Net unrealized gains on cash flow hedges, net of taxes, end of period
Interest rate swap contracts
Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period
Change in fair value, net of tax
Reclassification into earnings, net of tax
Year ended December 31,
2023
2022
2021
$—
12
(7)
$5
$6
(11)
5
$—
$48
$(203)
32
4
247
4
$14
11
(19)
$6
$—
(203)
—
Net unrealized gains (losses) on cash flow hedges, net of taxes, end of period
$84
$48
$(203)
Net Investment Hedges
Net unrealized gains (losses) on net investment hedges, net of taxes, beginning of period
Change in fair value, net of tax
Reclassification into earnings, net of tax
$56
(81)
4
$(17)
$(81)
69
4
59
5
Net unrealized (losses) gains on net investment hedges, net of taxes, end of period
$(21)
$56
$(17)
72 S&P Global 2023 Annual Report
7. Employee Benefits
We maintain a number of active defined contribution retirement
plans for our employees. The majority of our defined benefit
plans are frozen. As a result, no new employees will be permitted
to enter these plans and no additional benefits for current
participants in the frozen plans will be accrued.
We also have supplemental benefit plans that provide senior
management with supplemental retirement, disability and death
benefits. Certain supplemental retirement benefits are based on
final monthly earnings. In addition, we sponsor a voluntary 401(k)
plan under which we may match employee contributions up to
certain levels of compensation as well as profit-sharing plans
under which we contribute a percentage of eligible employees’
compensation to the employees’ accounts.
We also provide certain medical, dental and life insurance
benefits for active employees and eligible dependents. The
medical and dental plans and supplemental life insurance
plan are contributory, while the basic life insurance plan is
noncontributory. We currently do not prefund any of these plans.
We recognize the funded status of our retirement and
postretirement plans in the consolidated balance sheets, with a
corresponding adjustment to accumulated other comprehensive
loss, net of taxes. The amounts in accumulated other
comprehensive loss represent net unrecognized actuarial losses
and unrecognized prior service costs. These amounts will be
subsequently recognized as net periodic pension cost pursuant
to our accounting policy for amortizing such amounts.
Net periodic benefit cost for our retirement and postretirement
plans other than the service cost component are included in
other income, net in our consolidated statements of income.
S&P Global 2023 Annual Report 73
Benefit Obligation
A summary of the benefit obligation and the fair value of plan
assets, as well as the funded status for the retirement and
postretirement plans as of December 31, 2023 and
2022, is as follows (benefits paid in the table below include
only those amounts contributed directly to or paid directly
from plan assets):
Retirement Plans
Postretirement Plans
(in millions)
Net benefit obligation at beginning of year
Service cost
Interest cost
Plan participants’ contributions
Actuarial loss (gain)
Gross benefits paid
Foreign currency effect
Other adjustments 1
Net benefit obligation at end of year
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contributions
Plan participants’ contributions
Gross benefits paid
Foreign currency effect
Other adjustments 1
Fair value of plan assets at end of year
Funded status
Amounts recognized in consolidated balance sheets:
Non-current assets
Current liabilities
Non-current liabilities
2023
$1,407
2
74
—
57
(70)
20
(65)
1,425
1,464
115
10
—
(70)
19
(65)
1,473
$48
$238
(10)
(180)
$48
2022
$2,122
3
48
—
(636)
(86)
(44)
—
1,407
2,231
(647)
11
—
(86)
(45)
—
1,464
$57
$232
(10)
(165)
$57
Accumulated benefit obligation
$1,418
$1,401
Plans with accumulated benefit obligation in excess of the fair value
of plan assets:
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Amounts recognized in accumulated other comprehensive loss,
net of tax:
Net actuarial loss (gain)
Prior service credit
Total recognized
$190
$182
$—
$410
—
$410
$175
$168
$—
$400
—
$400
2023
$20
—
2022
$28
—
1
—
1
(2)
—
—
20
5
(1)
—
—
(3)
—
—
1
$(19)
$—
—
(19)
$(19)
1
—
(6)
(3)
—
—
20
6
1
—
—
(2)
—
—
5
$(15)
$—
—
(15)
$(15)
$(37)
(11)
$(48)
$(39)
(12)
$(51)
1
Relates to the impact of lump sum benefit payments to terminated vested participants to settle existing pension obligations owed under the plan. The non-cash
pretax settlement charge reflects the accelerated recognition of a portion of unamortized actuarial losses in the plan.
74 S&P Global 2023 Annual Report
Net Periodic Benefit Cost
For purposes of determining annual pension cost, prior service
costs are being amortized straight-line over the average
expected remaining lifetime of plan participants expected to
receive benefits.
(in millions)
Service cost
Interest cost
Expected return on assets
Amortization of:
Actuarial loss (gain)
Prior service credit
Net periodic benefit cost
Settlement charge 1
Total net periodic benefit cost
A summary of net periodic benefit cost for our retirement
and postretirement plans for the years ended
December 31, is as follows:
Retirement Plans
Postretirement Plans
2023
2022
2021
2023
2022
2021
$2
74
(101)
6
—
(19)
23
$4
$3
48
(87)
15
—
(21)
13
$(8)
$4
40
(104)
21
—
(39)
3
$(36)
$—
1
—
(2)
(2)
(3)
—
$—
1
—
(2)
(2)
(3)
—
$—
1
—
(2)
(1)
(2)
—
$(3)
$(3)
$(2)
1 Lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.S. retirement plan during the year ended December 31,
2023 and U.K. plan during the years ended December 31, 2022 and 2021, triggering the recognition of non-cash pre-tax settlement charges of $23 million, $13 million
and $3 million for 2023, 2022 and 2021, respectively.
Our U.K. retirement plan accounted for a cost of $4 million in
2023 and a benefit of $6 million and $22 million in 2022 and
2021, respectively, of the net periodic benefit cost attributable to
the funded plans.
Other changes in plan assets and benefit obligations recognized
in other comprehensive income, net of tax for the years ended
December 31, are as follows:
(in millions)
Net actuarial loss (gain)
Recognized actuarial (gain) loss
Prior service cost
Settlement charge 1
Total recognized
Retirement Plans
Postretirement Plans
2023
2022
2021
2023
2022
2021
$33
(5)
—
(18)
$10
$67
(12)
—
(10)
$45
$(6)
(15)
—
(2)
$(23)
$1
1
1
—
$3
$(3)
1
1
—
$(1)
$(1)
1
(1)
—
$(1)
1
Lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.S. retirement plan during the year ended December 31,
2023 and U.K. plan during the years ended December 31, 2022 and 2021, triggering the recognition of non-cash pre-tax settlement charges of $23 million,
$13 million and $3 million for 2023, 2022 and 2021, respectively.
S&P Global 2023 Annual Report 75
The total cost for our retirement plans was $170 million for 2023,
$124 million for 2022 and $93 million for 2021. Included in the
total retirement plans cost are defined contribution plans cost
of $120 million, $88 million and $86 million for 2023, 2022 and
2021, respectively.
Assumptions
Benefit obligation:
Discount rate 1
Net periodic cost:
Discount rate - U.S. plan 1
Discount rate - U.K. plan 1
Return on assets 2
Retirement Plans
Postretirement Plans
2023
2022
2021
2023
2022
2021
5.27%
5.63%
3.05%
5.18% 5.52% 2.72%
5.63%
4.76%
6.00%
3.05%
1.87%
4.00%
2.75%
1.36%
5.00%
5.52% 2.72% 2.20%
1
2
Effective January 1, 2023, we changed our discount rate assumption on our U.S. retirement plans to 5.63% from 3.05% in 2022 and changed our discount rate
assumption on our U.K. plan to 4.76% from 1.87% in 2022.
The expected return on assets assumption is calculated based on the plan’s asset allocation strategy and projected market returns over the long-term. Effective
January 1, 2023, our return on assets assumptions for the U.S. retirement plans and U.K. plan remained unchanged at 6.00% and 5.50%, respectively.
Cash Flows
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 non-required contributions depending on investment performance and the pension plan status.
Information about the expected cash flows for our retirement and postretirement plans is as follows:
(in millions)
2024
2025
2026
2027
2028
2029-2033
Retirement
Plans 1
Postretirement
Plans 2
$75
77
80
82
83
445
3
3
2
2
2
7
1
Reflects the total benefits expected to be paid from the plans or from our assets including both our share of the benefit cost and the participants’
share of the cost.
2
Reflects the total benefits expected to be paid from our assets.
76 S&P Global 2023 Annual Report
Fair Value of Plan Assets
In accordance with authoritative guidance for fair value
measurements, certain assets and liabilities are required to
be recorded at fair value. Fair value is defined as the amount
that would be received for selling an asset or paid to transfer a
liability in an orderly transaction between market participants.
A fair value hierarchy has been established which requires us to
maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. The three levels
of inputs used to measure fair value are as follows:
– Level 1 - Unadjusted quoted prices in active markets for
identical assets or liabilities.
– Level 2 - Observable inputs other than Level 1 prices, such
as quoted prices for similar assets or liabilities; quoted
prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data
for substantially the full term of the assets or liabilities.
– Level 3 - Unobservable inputs that are supported by little or
no market activity and that are significant to the fair value of
the assets or liabilities.
The fair value of our defined benefit plans assets as of
December 31, 2023 and 2022, by asset class is as follows:
(in millions)
Cash and short-term investments
Fixed income:
Long duration strategy 1
Real Estate:
U.K. 2
Total
Common collective trust funds measured at net asset value as
a practical expedient:
Collective investment funds 3
Total
Total
$3
991
34
$1,028
445
$1,473
December 31, 2023
Level 1
Level 2
Level 3
$3
—
—
$3
$—
991
—
$991
(in millions)
Cash and short-term investments
Equities:
U.S. indexes 4
Fixed income:
Long duration strategy 1
Intermediate duration securities
Real Estate:
U.K. 2
Infrastructure:
U.K. 5
Total
Common collective trust funds measured at net asset value as
a practical expedient:
Collective investment funds 3
Total
December 31, 2022
Total
Level 1
Level 2
$5
6
—
—
—
—
$11
$—
—
1,007
38
—
81
$1,126
$5
6
1,007
38
34
81
$1,171
293
$1,464
1
2
3
4
5
Includes securities that are mainly investment grade obligations of issuers in the U.S.
Includes a fund which holds real estate properties in the U.K.
2023 and 2022 includes the Standard & Poor’s 500 Composite Stock Index, the Standard & Poor’s MidCap 400 Composite Stock Index, a short-term
investment fund which is a common collective trust vehicle, and other various asset classes. Additionally, 2023 includes the Standard & Poor’s MidCap 600
Composite Stock Index.
Includes securities that are tracked in the S&P Smallcap 600 index.
Includes funds that invest in global infrastructure for the U.K. Pension.
S&P Global 2023 Annual Report 77
$—
—
34
$34
Level 3
$—
—
—
—
34
—
$34
For securities that are quoted in active markets, the trustee/
custodian determines fair value by applying securities’ prices
obtained from its pricing vendors. For commingled funds that
are not actively traded, the trustee applies pricing information
provided by investment management firms to the unit quantities
of such funds. Investment management firms employ their
own pricing vendors to value the securities underlying each
commingled fund. Underlying securities that are not actively
traded derive their prices from investment managers, which in
turn, employ vendors that use pricing models (e.g., discounted
cash flow, comparables). The domestic defined benefit plans
have no investment in our stock, except through the S&P 500
commingled trust index fund.
The trustee obtains estimated prices from vendors for securities
that are not easily quotable and they are categorized accordingly
as Level 3. The following table details further information on our
plan assets where we have used significant unobservable inputs:
(in millions)
Balance as of December 31, 2022
Distributions
Gain (loss)
Balance as of December 31, 2023
Level 3
$34
(1)
1
$34
Pension Trusts’ Asset Allocations
There are two pension trusts, one in the U.S. and one in the U.K.
– The U.S. pension trust had assets of $1,176 million
and $1,185 million as of December 31, 2023 and 2022
respectively, and the target allocations in 2023 include 90%
fixed income, 5% domestic equities, 3% international equities
and 2% cash and cash equivalents.
– The U.K. pension trust had assets of $297 million and $279
million as of December 31, 2023 and 2022, respectively, and
the target allocations in 2023 include 67% fixed income, 16%
equities, 12% real estate and 5% diversified growth funds.
The pension assets are invested with the goal of producing a
combination of capital growth, income and a liability hedge. The
mix of assets is established after consideration of the long-
term performance and risk characteristics of asset classes.
Investments are selected based on their potential to enhance
returns, preserve capital and reduce overall volatility. Holdings
are diversified within each asset class. The portfolios employ a
mix of index and actively managed equity strategies by market
capitalization, style, geographic regions and economic sectors.
The fixed income strategies include U.S. long duration securities,
intermediate credit, high yield, and U.K. debt instruments. The
short-term portfolio, whose primary goal is capital preservation
for liquidity purposes, is composed of government and
government-agency securities, uninvested cash, receivables and
payables. The portfolios do not employ any financial leverage.
U.S. Defined Contribution Plan
Assets of the defined contribution plan in the U.S. consist
primarily of investment options, which include actively managed
equity, indexed equity, actively managed equity/bond funds,
target date funds, S&P Global Inc. common stock, stable value
and money market strategies. There is also a self-directed
mutual fund investment option. The plan purchased 146,600
shares and sold 179,569 shares of S&P Global Inc. common
stock in 2023 and purchased 67,248 shares and sold 60,473
shares of S&P Global Inc. common stock in 2022. The plan held
approximately 1.2 million shares of S&P Global Inc. common
stock as of December 31, 2023 and 2022, respectively, with
market values of $518 million and $402 million, respectively. The
plan received dividends on S&P Global Inc. common stock of $4.5
million and $4.0 million during the years ended December 31,
2023 and December 31, 2022, respectively.
78 S&P Global 2023 Annual Report
The number of common shares reserved for issuance under the
2019 Plan are as follows:
(in millions)
Shares available for granting 1
Options outstanding
Total shares reserved for issuance
December 31,
2023
2022
18.3
0.1
18.4
19.3
0.2
19.5
1
Shares reserved for issuance under the Director Plan are less than
1.0 million at both December 31, 2023 and 2022.
We issue treasury shares upon exercise of stock options and
the issuance of restricted stock and other stock-based awards.
To offset the dilutive effect of our equity compensation plans,
we periodically repurchase shares. See Note 9 – Equity for
further discussion.
Stock-based compensation expense and the corresponding tax
benefit are as follows:
Year ended December 31,
(in millions)
2023
2022
Stock option expense
Restricted stock and other
stock-based awards expense
Total stock-based
compensation expense
Tax benefit
$—
171
$171
$32
$—
214
$214
$38
2021
$—
122
$122
$20
8. Stock-Based Compensation
We issue stock-based incentive awards to our eligible employees
under the 2019 Employee Stock Incentive Plan and to our
eligible non-employee members of the Board of Directors under
a Director Deferred Stock Ownership Plan. No further awards
may be granted under the 2002 Employee Stock Incentive Plan
(the “2002 Plan”), although awards granted under the 2002 Plan
prior to the adoption of the new 2019 Plan in June of 2019 remain
outstanding in accordance with their terms.
– 2019 Employee Stock Incentive Plan (the “2019 Plan”)
The 2019 Plan permits the granting of stock options, stock
appreciation rights, restricted stock awards, performance
awards, and other stock-based awards.
– Director Deferred Stock Ownership Plan (the
“Director Plan”)
Under the Director Plan, common stock reserved may be
credited to deferred stock accounts for eligible non-employee
members of the Board of Directors. In general, the plan
requires that 50% of eligible Directors’ annual compensation
and dividend equivalents be credited to deferred stock
accounts. Each Director may also elect to defer all or a portion
of the remaining compensation and have an equivalent
number of shares credited to their deferred stock account.
Recipients under this plan are not required to provide
consideration to us other than rendering service. Shares will
be delivered as of the date a recipient ceases to be a member
of the Board of Directors or within five years thereafter, if so
elected. The plan will remain in effect until terminated by the
Board of Directors or until no shares of stock remain available
under the plan.
– 2014 Equity Incentive Award Plan and the Amended and
Restated IHS Inc. 2004 Long-Term Incentive Plan (the “IHS
Markit’s equity plans”)
In connection with the merger with IHS Markit, we assumed
the outstanding restricted stock units, performance-based
restricted stock units, deferred stock units, and stock options
granted under IHS Markit’s equity plans, converted using
the 0.2838 merger exchange ratio. From the merger date,
no additional awards under these plans may be granted;
however, the outstanding awards that were converted at the
merger date continue to vest in accordance with the terms of
the merger agreement.
S&P Global 2023 Annual Report 79
Stock Options
Stock options may not be granted at a price less than the fair
market value of our common stock on the date of grant. Stock
options granted vest over a four-year service period and have a
maximum term of 10 years. Stock option compensation costs are
recognized from the date of grant, utilizing a four-year graded
vesting method. Under this method, more than half of the costs
are recognized over the first twelve months, approximately one-
quarter of the costs are recognized over a twenty-four
month period starting from the date of grant, approximately
one-tenth of the costs are recognized over a thirty-six month
period starting from the date of grant, and the remaining costs
are recognized over a forty-eight month period starting from the
date of grant.
There were no stock options granted in 2023, 2022 and 2021.
Stock option activity is as follows:
(in millions, except per award amounts)
Shares
Options outstanding as of December 31, 2022
Exercised
Options outstanding as of December 31, 2023
Options exercisable as of December 31, 2023
0.2
(0.1)
0.1
0.1
Information regarding our stock option exercises is as follows:
(in millions)
Net cash proceeds from the exercise of stock options
Total intrinsic value of stock option exercises
Income tax benefit realized from stock option exercises
Weighted-
average
exercise price
Weighted-average
remaining years of
contractual term
Aggregate
intrinsic value
$68.02
$64.92
$77.25
$77.25
2023
$13
$55
$12
0.79
0.79
$24
$24
Year ended December 31,
2022
$7
$13
$4
2021
$13
$41
$11
80 S&P Global 2023 Annual Report
Restricted Stock and Other Stock-Based Awards
Restricted stock and other stock-based awards (performance
and non-performance) have been granted under the 2002 Plan
and 2019 Plan. Performance unit awards only vest if we achieve
certain financial goals over the performance period. Restricted
stock non-performance awards have various vesting periods
(generally three years). Recipients of restricted stock and unit
awards are not required to provide consideration to us other than
rendering service.
The stock-based compensation expense for restricted stock
and other stock-based awards is determined based on the
market price of our stock at the grant date of the award applied
to the total number of awards that are anticipated to fully vest.
For performance awards, adjustments are made to expense
consistent with the expected percent achievement of the
performance goals.
Restricted stock and other stock-based award activity
is as follows:
(in millions, except per
award amounts)
Balance as of
December 31, 2022
Granted
Vested
Forfeited
Balance as of
December 31, 2023
Total unrecognized
compensation expense
related to restricted awards
Weighted-average years
to be recognized over
Shares
Weighted-
average grant-
date fair value
$364.50
$374.00
$388.31
$325.24
$365.51
1.6
0.6
(0.8)
—
1.4
$159
1.2
Weighted-average grant-
date fair value per award
Total fair value of restricted
stock and other stock-
based awards vested
Tax benefit relating to
restricted award activity
Year ended December 31,
2023
2022
2021
$374.00
$384.65
$296.49
$323
$146
$243
$71
$30
$48
9. Equity
Capital Stock
Two million shares of preferred stock, par value $1 per share, are
authorized; none have been issued.
On January 23, 2024, the Board of Directors approved an increase
in the dividends for 2024 to a quarterly common stock dividend
of $0.91 per share.
Annualized dividend rate 1
Dividends paid (in millions)
Year ended December 31,
2023
2022
$3.60
$3.32
$1,147
$1,024
2021
$3.08
$743
1
The quarterly dividend rate was $0.90 per share for the year ended
December 31 2023. The quarterly dividend rate was $0.77 per share in the
first quarter of 2022 and increased to $0.85 per share beginning in the
second quarter of 2022. The quarterly dividend rate was $0.77 per share for
the year ended December 31 2021.
Stock Repurchases
On June 22, 2022, the Board of Directors approved a share
repurchase program authorizing the purchase of 30 million
shares (the “2022 Repurchase Program”), which was
approximately 9% of the total shares of our outstanding common
stock at that time. On January 29, 2020, the Board of Directors
approved a share repurchase program authorizing the purchase
of 30 million shares (the “2020 Repurchase Program”), which
was approximately 12% of the total shares of our outstanding
common stock at that time.
Our purchased shares may be used for general corporate
purposes, including the issuance of shares for stock
compensation plans and to offset the dilutive effect of the
exercise of employee stock options. As of December 31,
2023, 18.7 million shares remained available under the 2022
Repurchase Program and the 2020 repurchase program was
completed. Our 2022 Repurchase Program has no expiration date
and purchases under this program may be made from time to
time on the open market and in private transactions, depending
on market conditions.
We have entered into accelerated share repurchase (“ASR”)
agreements with financial institutions to initiate share
repurchases of our common stock. Under an ASR agreement, we
pay a specified amount to the financial institution and receive an
initial delivery of shares. This initial delivery of shares represents
the minimum number of shares that we may receive under the
agreement. Upon settlement of the ASR agreement, the financial
institution delivers additional shares. The total number of shares
ultimately delivered, and therefore the average price paid per
share, is determined at the end of the applicable purchase period
of each ASR agreement based on the volume weighted-average
share price, less a discount. We account for our ASR agreements
S&P Global 2023 Annual Report 81
as two transactions: a stock purchase transaction and a forward
stock purchase contract. The shares delivered under the ASR
agreements resulted in a reduction of outstanding shares used
to determine our weighted average common shares outstanding
for purposes of calculating basic and diluted earnings per share.
The repurchased shares are held in Treasury. The forward stock
purchase contracts were classified as equity instruments.
The terms of each ASR agreement entered into for the years ended
December 31, 2023, 2022 and 2021, structured as outlined above,
are as follows:
(in millions, except average price)
ASR Agreement
Initiation
Date
ASR Agreement
Completion
Date
Initial
Shares Delivered
Additional
Shares
Delivered
Total Number
of Shares
Purchased
Average
Price Paid
Per Share
Total
Cash
Utilized
November 13, 2023 1
August 7, 2023 2
September 8, 2023
May 8, 2023 3
August 4, 2023
February 13, 2023 4
May 5, 2023
December 2, 2022 5
February 3, 2023
August 9, 2022 6
October 25, 2022
May 13, 2022 7
March 1, 2022 8
August 2, 2022
August 9, 2022
2.8
1.1
2.5
1.1
2.4
5.8
3.8
15.2
—
0.2
0.1
0.3
0.4
1.6
0.6
4.1
2.8
1.3
2.6
1.4
2.8
7.4
4.4
19.3
$—
$1,300
$387.36
$384.75
$341.95
$350.74
$337.94
$343.85
$362.03
$500
$1,000
$500
$1,000
$2,500
$1,500
$7,000
1
2
3
4
5
6
7
8
The ASR agreement was structured as an uncapped ASR agreement in which we paid $1.3 billion and initially received shares valued at 85% of the $1.3 billion
at a price equal to the market price of the Company’s common stock on November 13, 2023 when the Company received an initial delivery of 2.8 million shares
from the ASR program. We completed the ASR agreement on February 7, 2024 and received an additional 0.2 million shares. We repurchased a total of 3.0 million
shares under the ASR agreement for an average purchase price $428.45 per share. The ASR agreement was executed under our 2022 Repurchase Program.
The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and initially received shares valued at 85% of the $500 million
at a price equal to the market price of the Company’s common stock on August 7, 2023 when the Company received an initial delivery of 1.1 million shares from the
ASR program. We completed the ASR agreement on September 8, 2023 and received an additional 0.2 million shares. The ASR agreement was executed under our
2022 Repurchase Program.
The ASR agreement was structured as an uncapped ASR agreement in which we paid $1 billion and initially received shares valued at 87.5% of the $1 billion at a
price equal to the market price of the Company’s common stock on May 8, 2023 when the Company received an initial delivery of 2.5 million shares from the ASR
program. We completed the ASR agreement on August 4, 2023 and received an additional 0.1 million shares. The ASR agreement was executed under our 2022
Repurchase Program.
The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and initially received shares valued at 85% of the $500 million
at a price equal to the market price of the Company’s common stock on February 13, 2023 when the Company received an initial delivery of 1.1 million shares from
the ASR program. We completed the ASR agreement on May 5, 2023 and received an additional 0.3 million shares. The ASR agreement was executed under our
2022 Repurchase Program.
The ASR agreement was structured as an uncapped ASR agreement in which we paid $1 billion and initially received shares valued at 87.5% of the $1 billion at a
price equal to the market price of the Company’s common stock on December 2, 2022 when the Company received an initial delivery of 2.4 million shares from the
ASR program. We completed the ASR agreement on February 3, 2023 and received an additional 0.4 million shares. The ASR agreement was executed under our
2022 Repurchase Program.
The ASR agreement was structured as an uncapped ASR agreement in which we paid $2.5 billion and initially received shares valued at 87.5% of the $2.5 billion at
a price equal to the market price of the Company’s common stock on August 9, 2022 when the Company received an initial delivery of 5.8 million shares from the
ASR program. We completed the ASR agreement on October 25, 2022 and received an additional 1.6 million shares. The ASR agreement was executed under our
2022 and 2020 Repurchase Program.
The ASR agreement was structured as an uncapped ASR agreement in which we paid $1.5 billion and initially received shares valued at 85% of the $1.5 billion at
a share price equal to the market price of the Company’s common stock on May 13, 2022 when the Company received an initial delivery of 3.8 million shares from
the ASR program. We completed the ASR agreement on August 2, 2022 and received an additional 0.6 million shares. The ASR agreement was executed under our
2020 Repurchase Program.
The ASR agreement was structured as an uncapped ASR agreement in which we paid $7 billion and initially received shares valued at 85% of the $7 billion at a
share equal to the then market price of the Company’s common stock on March 1, 2022 when the company received an initial delivery of 15.2 million shares from
the ASR program. We completed the ASR agreement on August 9, 2022 and received an additional 4.1 million shares. The ASR agreement was executed under our
2020 Repurchase Program.
During the year ended December 31, 2023, we purchased a total of 8.6 million shares for $3.3 billion of cash. During the year ended
December 31, 2022, we purchased a total of 33.5 million shares for $12.0 billion of cash. During the year ended December 31, 2021,
we did not use cash to purchase any shares.
82 S&P Global 2023 Annual Report
Redeemable Noncontrolling Interests
The agreement with the minority partners that own 27% of our
S&P Dow Jones Indices LLC joint venture contains redemption
features whereby interests held by minority partners are
redeemable either (i) at the option of the holder or (ii) upon the
occurrence of an event that is not solely within our control.
Specifically, under the terms of the operating agreement of
S&P Dow Jones Indices LLC, CME Group and CME Group Index
Services LLC (“CGIS”) has the right at any time to sell, and we are
obligated to buy, at least 20% of their share in S&P Dow Jones
Indices LLC. In addition, in the event there is a change of control
of the Company, for the 15 days following a change in control,
CME Group and CGIS will have the right to put their interest to us
at the then fair value of CME Group’s and CGIS’ minority interest.
If interests were to be redeemed under this agreement, we
would generally be required to purchase the interest at fair
value on the date of redemption. This interest is presented on
the consolidated balance sheets outside of equity under the
caption “Redeemable noncontrolling interest” with an initial
value based on fair value for the portion attributable to the net
assets we acquired, and based on our historical cost for the
portion attributable to our S&P Index business. We adjust the
(in millions)
Balance as of December 31, 2022
Net income attributable to redeemable noncontrolling interest
Distributions to noncontrolling interest
Redemption value adjustment
Other 1
Balance as of December 31, 2023
1
Relates to foreign currency translation adjustments
Accumulated Other Comprehensive Loss
The following table summarizes the changes in the components
of accumulated other comprehensive loss for the year ended
December 31, 2023:
redeemable noncontrolling interest each reporting period to its
estimated redemption value, but never less than its initial fair
value, using both income and market valuation approaches. Our
income and market valuation approaches may incorporate Level
3 fair value measures for instances when observable inputs are
not available. The more significant judgmental assumptions
used to estimate the value of the S&P Dow Jones Indices LLC
joint venture include an estimated discount rate, a range of
assumptions that form the basis of the expected future net cash
flows (e.g., the revenue growth rates and operating margins),
and a company specific beta. The significant judgmental
assumptions used that incorporate market data, including the
relative weighting of market observable information and the
comparability of that information in our valuation models, are
forward-looking and could be affected by future economic and
market conditions. Any adjustments to the redemption value will
impact retained income.
Noncontrolling interests that do not contain such redemption
features are presented in equity.
Changes to redeemable noncontrolling interest during the year
ended December 31, 2023 were as follows:
$3,267
241
(260)
539
13
$3,800
(in millions)
Foreign
Currency
Translation
Adjustments 1, 3
Pension and
Postretirement
Benefit
Plans 2
Unrealized Gain
(Loss) on Cash
Flow Hedges 3
Accumulated
Other
Comprehensive
Loss
Balance as of December 31, 2022
$(582)
$(349)
Other comprehensive income (loss) before
reclassifications
Reclassifications from accumulated other
comprehensive income (loss) to net earnings
Net other comprehensive gain (loss) income
Balance as of December 31, 2023
91
4
95
$(487)
(16)
3 2
(13)
$(362)
$45
44
(3) 3
41
$86
$(886)
119
4
123
$(763)
1
2
Includes an unrealized gain related to our cross currency swaps. See Note 6 – Derivative Instruments for additional detail of items recognized in accumulated
other comprehensive loss.
Reflects amortization of net actuarial losses and is net of a tax provision of $1 million for the year ended December 31, 2023. See Note 7 — Employee Benefits for
additional details of items reclassed from accumulated other comprehensive loss to net earnings.
3
See Note 6 – Derivative Instruments for additional details of items reclassified from accumulated other comprehensive loss to net earnings.
S&P Global 2023 Annual Report 83
10. Earnings per Share
Basic earnings per common share (“EPS”) is computed by
dividing net income attributable to the common shareholders
of the Company by the weighted-average number of common
shares outstanding. Diluted EPS is computed in the same
manner as basic EPS, except the number of shares is increased
The calculation for basic and diluted EPS is as follows:
to include additional common shares that would have been
outstanding if potential common shares with a dilutive effect had
been issued. Potential common shares consist primarily of stock
options and restricted performance shares calculated using the
treasury stock method.
(in millions, except per share data)
2023
2022
2021
Year ended December 31,
Amount attributable to S&P Global Inc. common shareholders:
Net income
Basic weighted-average number of common shares outstanding
Effect of stock options and other dilutive securities
Diluted weighted-average number of common shares outstanding
Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic
Diluted
$2,626
318.4
0.5
318.9
$3,248
316.9
1.6
318.5
$3,024
240.8
1.0
241.8
$8.25
$8.23
$10.25
$10.20
$12.56
$12.51
We have certain stock options and restricted performance
shares that are potentially excluded from the computation of
diluted EPS. The effect of the potential exercise of stock options
is excluded when the average market price of our common stock
is lower than the exercise price of the related option during the
period or when a net loss exists because the effect would have
been antidilutive. Additionally, restricted performance shares
are excluded because the necessary vesting conditions had not
been met or when a net loss exists. As of December 31, 2023,
2022 and 2021, there were no stock options excluded. Restricted
performance shares outstanding of 0.7 million as of December
31, 2023, 0.6 million as of December 31, 2022 and 0.5 million as
of December 31, 2021, respectively, were excluded.
84 S&P Global 2023 Annual Report
11. Restructuring
We continuously evaluate our cost structure to identify cost
savings associated with streamlining our management structure.
Our 2023 and 2022 restructuring plans consisted of company-
wide workforce reductions of approximately 1,050 and 1,440
positions, respectively, and are further detailed below. The
charges for each restructuring plan are classified as selling and
general expenses within the consolidated statements of income
and the reserves are included in other current liabilities in the
consolidated balance sheets.
In certain circumstances, reserves are no longer needed because
employees previously identified for separation resigned from
the Company and did not receive severance or were reassigned
due to circumstances not foreseen when the original plans
were initiated. In these cases, we reverse reserves through the
consolidated statements of income during the period when it is
determined they are no longer needed.
The initial restructuring charge recorded and the ending reserve
balance as of December 31, 2023 by segment is as follows:
(in millions)
Market Intelligence
Ratings
Commodity Insights
Mobility
Indices
Engineering Solutions
Corporate
Total
2023 Restructuring Plan
2022 Restructuring Plan
Initial Charge
Recorded
Ending Reserve
Balance
Initial Charge
Recorded
Ending Reserve
Balance
$90
10
26
9
5
—
43
$183
$78
9
18
8
4
—
35
$152
$86
26
45
2
13
2
109
$283
$10
3
1
—
1
—
6
$21
For the year ended December 31, 2023, we recorded a
pre-tax restructuring charge of $183 million primarily related
to employee severance charges for the 2023 restructuring plan
and have reduced the reserve by $31 million. For the year ended
December 31, 2023, we have reduced the reserve for the 2022
restructuring plan by $262 million. The reductions primarily
related to cash payments for employee severance charges.
S&P Global 2023 Annual Report 85
12. Segment and
Geographic Information
As discussed in Note 1 – Accounting Policies, we have six
reportable segments: Market Intelligence, Ratings, Commodity
Insights, Mobility, Indices, and Engineering Solutions.
Our Chief Executive Officer is our chief operating decision-maker
and evaluates performance of our segments and allocates
resources based primarily on operating profit. Segment operating
profit does not include Corporate Unallocated expense, equity in
income on unconsolidated subsidiaries, other expense (income),
net, interest expense, net, or loss on extinguishment of debt as
these are amounts that do not affect the operating results of our
reportable segments. We use the same accounting policies for
our segments as those described in Note 1 – Accounting Policies.
A summary of operating results for the years ended December
31 is as follows:
3
4
Revenue
(in millions)
Market Intelligence
Ratings
Commodity Insights
Mobility
Indices
Engineering Solutions
Intersegment elimination 1
2023
2022
2021
$4,376
$3,811
$2,185
5
3,332
1,946
1,484
1,403
133
(177)
3,050
1,685
1,142
1,339
323
(169)
4,097
1,012
—
1,149
—
(146)
Total revenue
$12,497
$11,181
$8,297
Operating Profit
(in millions)
Market Intelligence 2
Ratings 3
Commodity Insights 4
Mobility 5
Indices 6
Engineering Solutions 7
2023
2022
2021
$714
$2,488
1,864
1,672
$676
2,629
704
260
925
19
591
213
927
15
544
—
798
—
Total reportable segments
4,486
5,906
4,647
Corporate Unallocated expense 8
(502)
(989)
(426)
Equity in income on
unconsolidated subsidiaries 9
36
27
—
Total operating profit
$4,020
$4,944
$4,221
1
2
Revenue for Ratings and expenses for Market Intelligence include an
intersegment royalty charged to Market Intelligence for the rights to use and
distribute content and data developed by Ratings.
Operating profit for the year ended December 31, 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. Operating
profit for the year ended December 31, 2022 includes a gain on dispositions
86 S&P Global 2023 Annual Report
6
7
8
of $1.8 billion, employee severance charges of $90 million, IHS Markit merger
costs of $35 million and acquisition-related costs of $2 million. Operating
profit for the year ended December 31, 2021 includes employee severance
charges of $3 million, a gain on disposition of $3 million, acquisition-related
costs of $2 million and lease-related costs of $1 million. Additionally, operating
profit includes amortization of intangibles from acquisitions of $561 million,
$474 million and $65 million for the years ended December 31, 2023, 2022 and
2021, respectively.
Operating profit for the year ended December 31, 2023 includes employee
severance charges of $10 million and an asset impairment of $1 million.
Operating profit for the year ended December 31, 2022 includes employee
severance charges of $24 million, legal costs of $5 million and an asset
write-off of $1 million. Operating profit for the year ended December 31, 2021
includes a gain on disposition of $6 million, recovery of lease-related costs
of $4 million and employee severance charges of $3 million. Additionally,
operating profit includes amortization of intangibles from acquisitions of $8
million, $7 million and $10 million for the years ended December 31, 2023, 2022
and 2021, respectively.
Operating profit for the year ended December 31, 2023 includes IHS Markit
merger costs of $35 million, employee severance charges of $26 million and
acquisition-related costs of $2 million. Operating profit for the year ended
December 31, 2022 includes employee severance charges of $45 million and
IHS Markit merger costs of $26 million. Operating profit for the year ended
December 31, 2021 includes recovery of lease-related costs of $2 million.
Additionally, operating profit includes amortization of intangibles from
acquisitions of $131 million, $111 million and $8 million for the years ended
December 31, 2023, 2022 and 2021, respectively.
Operating profit for the year ended December 31, 2023 includes employee
severance charges of $9 million, IHS Markit merger costs of $3 million and
acquisition-related costs of $2 million. Operating profit for the year ended
December 31, 2022 includes an acquisition-related benefit of $14 million,
employee severance charges of $4 million and IHS Markit merger costs of $3
million. Additionally, operating profit includes amortization of intangibles from
acquisitions of $301 million and $241 million for the years ended December 31,
2023 and 2022, respectively.
Operating profit for the year ended December 31, 2023 includes employee
severance charges of $5 million, a gain on disposition of $4 million and
IHS Markit merger costs of $4 million. Operating profit for the year ended
December 31, 2022 includes a gain on disposition of $52 million, employee
severance charges of $14 million and IHS Markit merger costs of $2 million.
Operating profit for the year ended December 31, 2021 includes recovery
of lease-related costs of $1 million. Additionally, operating profit includes
amortization of intangibles from acquisitions of $36 million, $31 million and $6
million for the years ended December 31, 2023, 2022 and 2021, respectively.
As of May 2, 2023, we completed the sale of Engineering Solutions and the
results are included through that date. Operating profit for the year ended
December 31, 2023 includes amortization of intangibles from acquisitions of
$1 million. Operating profit for the year ended December 31, 2022 includes
employee severance charges of $4 million and amortization of intangibles from
acquisitions of $35 million.
Corporate Unallocated expense for the year ended December 31, 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. Corporate Unallocated expense for the year ended December 31, 2022
includes IHS Markit merger costs of $553 million, a S&P Foundation grant of
$200 million, employee severance charges of $107 million, disposition-related
costs of $24 million, a gain on acquisition of $10 million, an asset impairment
of $9 million, acquisition-related costs of $8 million, lease impairments of $5
million and an asset write-off of $3 million. Corporate Unallocated expense for
the year ended December 31, 2021 includes IHS Markit merger costs of $249
million, employee severance charges of $13 million, lease-related costs of $4
million, a lease impairment of $3 million, Kensho retention related expenses of
$2 million, acquisition-related costs of $2 million and a gain on disposition of
$2 million. Additionally, Corporate Unallocated expense includes amortization
of intangibles from acquisitions of $3 million, $4 million, and $7 million for the
years ended December 31, 2023, 2022 and 2021, respectively.
9
Equity in Income on Unconsolidated Subsidiaries for the year ended December
31, 2023 includes an asset impairment of $2 million. Equity in Income on
Unconsolidated Subsidiaries includes amortization of intangibles from
acquisitions of $56 million and $55 million for the years ended December 31,
2023 and 2022, respectively.
The following table presents our revenue disaggregated by revenue type for the years ended December 31:
(in millions)
Market
Intelligence
Commodity
Ratings
Insights Mobility
Indices
Engineering
Solutions
Intersegment
Elimination 1
Total
$3,685
$—
$1,707
$1,169
$277
$125
$— $6,963
20231
Subscription
Non-subscription /
Transaction
Non-transaction
Asset-linked fees
Sales usage-based
royalties
Recurring variable
Total revenue
Timing of revenue
recognition
Services transferred at
a point in time
Services transferred
over time
187
—
—
—
1,425
1,907
—
—
158
315
—
—
81
—
—
—
—
—
859
267
504
$4,376
—
$3,332
—
$1,946
—
$1,484
—
$1,403
$187
$1,425
$158
$315
$—
4,189
1,907
1,788
1,169
1,403
8
—
—
—
—
$133
$8
125
$133
—
2,093
(177)
1,730
—
—
859
348
—
$(177)
504
$12,497
$— $2,093
(177)
10,404
$(177)
$12,497
Total revenue
$4,376
$3,332
$1,946
$1,484
$1,403
(in millions)
Market
Intelligence
Commodity
Ratings
Insights Mobility
Indices
Engineering
Solutions
Intersegment
Elimination 1
Total
Subscription
Non-subscription /
Transaction
Non-transaction
Asset-linked fees
Sales usage-based
royalties
Recurring variable
Total revenue
Timing of revenue
recognition
Services transferred at
a point in time
Services transferred
over time
2022
$3,263
$—
$1,492
$888
$258
$300
$— $6,201
163
—
—
—
385
1,241
1,809
—
—
—
126
254
—
—
67
—
—
—
—
—
—
—
862
219
—
23
—
—
—
—
— 1,807
(169)
1,640
—
—
—
862
286
385
$3,811
$3,050
$1,685
$1,142
$1,339
$323
$(169) $11,181
$163
$1,241
$126
$254
$—
3,648
1,809
1,559
888
1,339
$23
300
$— $1,807
(169)
9,374
Total revenue
$3,811
$3,050
$1,685
$1,142
$1,339
$323
$(169) $11,181
1
Intersegment eliminations mainly consists of a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
S&P Global 2023 Annual Report 87
(in millions)
Subscription
Non-subscription /
Transaction
Non-transaction
Asset-linked fees
Sales usage-based
royalties
Total revenue
Timing of revenue
recognition
Services transferred at
a point in time
Services transferred
over time
Market
Intelligence
Commodity
Ratings
Insights Mobility
Indices
Engineering
Solutions
Intersegment
Elimination 1
Total
$2,131
54
—
—
—
$—
2,253
1,844
—
—
2021
$933
13
—
—
66
$—
$191
$—
$— $3,255
—
—
—
—
—
—
800
158
—
—
—
—
— 2,320
(146)
1,698
—
—
800
224
$2,185
$4,097
$1,012
$— $1,149
$—
$(146)
$8,297
Total revenue
$2,185
$4,097
$1,012
$— $1,149
$54
$2,253
2,131
1,844
$13
999
$—
$—
—
1,149
$—
—
$—
$— $2,320
(146)
5,977
$(146)
$8,297
1
Intersegment eliminations mainly consists of a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
Segment information for the years ended December 31 is as follows:
(in millions)
Market Intelligence
Ratings
Commodity Insights
Mobility
Indices
Engineering Solutions
Total reportable segments
Corporate
Total
Depreciation & Amortization
Capital Expenditures
2023
$597
37
137
314
42
2
1,129
14
$1,143
2022
$509
46
115
248
39
35
992
21
$1,013
2021
$91
46
12
—
10
—
159
19
$178
2023
2022
2021
$73
24
7
22
13
—
139
4
$143
$43
23
4
6
2
4
82
7
$89
$12
18
2
—
2
—
34
1
$35
88 S&P Global 2023 Annual Report
Segment information as of December 31 is as follows:
(in millions)
Market Intelligence
Ratings
Commodity Insights
Mobility
Indices
Engineering Solutions
Total reportable segments
Corporate 1
Assets of a business held for sale 2
Total
Total Assets
2022
$29,852
1,039
8,781
13,416
3,271
—
56,359
4,127
1,298
$61,784
2023
$29,674
1,041
8,746
13,495
3,222
—
56,178
4,411
—
$60,589
1
2
Corporate assets consist principally of cash and cash equivalents, goodwill and other intangible assets, assets for pension benefits and deferred income taxes.
Includes Engineering Solutions as of December 31, 2022. See Note 2 – Acquisitions and Divestitures for further discussion.
We do not have operations in any foreign country that represent more than 8% of our consolidated revenue. Transfers between
geographic areas are recorded at agreed upon prices and intercompany revenue and profit are eliminated. No single customer
accounted for more than 10% of our consolidated revenue.
The following provides revenue and long-lived assets by geographic region:
(in millions)
U.S.
European region
Asia
Rest of the world
Total
(in millions)
U.S.
European region
Asia
Rest of the world
Total
REVENUE
LONG-LIVED ASSETS
Year ended December 31,
December 31,
2023
2022
2021
$7,542
2,822
1,375
758
$12,497
$6,653
2,597
1,246
685
$11,181
$5,012
1,995
874
416
$8,297
2023
$4,535
47,960
73
47
$52,615
2022
$13,539
39,007
76
595
$53,217
REVENUE
LONG-LIVED ASSETS
Year ended December 31,
December 31,
2023
60%
23
11
6
100%
2022
60%
23
11
6
100%
2021
60%
24
11
5
100%
2023
9%
91
—
—
100%
2022
26%
73
—
1
100%
See Note 2 – Acquisitions and Divestitures and Note 11 – Restructuring, for actions that impacted the segment operating results.
S&P Global 2023 Annual Report 89
13. Commitments
and Contingencies
Leases
We determine whether an arrangement meets the criteria for
an operating lease or a finance lease at the inception of the
arrangement. We have operating leases for office space and
equipment. Our leases have remaining lease terms of 1 year to 10
years, some of which include options to extend the leases for up
to 15 years, and some of which include options to terminate the
leases within 1 year. We sublease certain real estate leases to
third parties which mainly consist of operating leases for space
within our offices.
Leases with an initial term of 12 months or less are not recorded
on the balance sheet; we recognize lease expenses for these
leases on a straight line-basis over the lease term in operating-
related expenses and selling and general expenses.
Operating lease ROU assets and operating lease liabilities are
recognized based on the present value of future minimum lease
payments over the lease term at commencement date. Our future
minimum based payments used to determine our lease liabilities
include minimum based rent payments and escalations. As
most of our leases do not provide an implicit rate, we use our
estimated incremental borrowing rate based on the information
available at commencement date in determining the present
value of lease payments. The February 28, 2022 merger with IHS
Markit resulted in an increase in ROU assets and operating lease
liabilities of $230 million and $268 million, respectively.
During the years ended December 31, 2023, 2022 and 2021,
we recorded a pre-tax impairment charge of $26 million, $132
million and $31 million, respectively, related to the impairment
and abandonment of operating lease related ROU assets. The
pre-tax impairment charge recorded during the year ended
December 31, 2022 was primarily associated with reductions
in the anticipated sublease income on vacated leased facilities
following the deterioration of local market conditions and
consolidating our real estate facilities following the merger with
IHS Markit. The impairment charges are included in selling and
general expenses within the consolidated statements of income.
The following table provides information on the location and
amounts of our leases on our consolidated balance sheets as of
December 31, 2023 and 2022:
The components of lease expense for the years ended December
31 are as follows:
(in millions)
Operating lease cost
Sublease income
Total lease cost
2023
$134
(16)
$118
2022
$147
(5)
$142
2021
$124
(2)
$122
Supplemental information related to leases for the years ended
December 31 are as follows:
(in millions)
2023
2022
2021
Cash paid for amounts included
in the measurement for operating
lease liabilities
Operating cash flows for operating
leases
Right of use assets obtained in
exchange for lease obligations
$149
$159
$127
Operating leases
35
6
29
Weighted-average remaining lease term and discount rate for our
operating leases as of December 31 are as follows:
Weighted-average remaining lease
term (years)
2023
2022
6.0
6.6
Weighted-average discount rate
3.46% 3.17%
Maturities of lease liabilities for our operating leases
are as follows:
(in millions)
2024
2025
2026
2027
2028
(in millions)
Balance Sheet Location
Assets
Right of use assets
Liabilities
2023
2022
Lease right-of-use
assets
$379
$423
Less: Imputed interest
Present value of lease liabilities
2029 and beyond
Total undiscounted lease payments
Other current liabilities Current lease
105
118
liabilities
Lease liabilities —
non-current
Non-current lease
liabilities
541
577
90 S&P Global 2023 Annual Report
$125
110
104
97
76
218
$730
84
$646
complaints, and if such complaints cannot be resolved through
dialogue, may face litigation regarding such complaints. The
Company does not expect to incur material losses as a result
of these matters.
Moreover, various government and self-regulatory agencies
frequently make inquiries and conduct investigations into our
compliance with applicable laws and regulations, including
those related to ratings activities, antitrust matters and other
matters, such as ESG. For example, as a nationally recognized
statistical rating organization (“NRSRO”) registered with the SEC
under Section 15E of the Exchange Act, S&P Global Ratings is
in ongoing communication with the staff of the SEC regarding
compliance with its extensive obligations under the federal
securities laws. S&P Global Ratings is currently responding
to requests for documents and information from the SEC
in connection with an investigation concerning S&P Global
Ratings’ compliance with record retention requirements relating
to electronic business communications sent or received via
electronic messaging channels. As has been publicly reported,
the SEC has undertaken similar investigations across various
industries, including other NRSROs. Although S&P Global seeks
to promptly address any compliance issues that it detects or
that the staff of the SEC or another regulator raises, there can
be no assurance that the SEC or another regulator will not
seek remedies against S&P Global for one or more compliance
deficiencies. Any of these proceedings, investigations or inquiries
could ultimately result in adverse judgments, damages, fines,
penalties or activity restrictions, which could adversely impact
our consolidated financial condition, cash flows, business or
competitive position.
In view of the uncertainty inherent in litigation and government
and regulatory enforcement matters, we cannot predict
the eventual outcome of such matters or the timing of their
resolution, or in most cases reasonably estimate what the
eventual judgments, damages, fines, penalties or impact of
activity (if any) restrictions may be. As a result, we cannot provide
assurance that such outcomes will not have a material adverse
effect on our consolidated financial condition, cash flows,
business or competitive position. As litigation or the process
to resolve pending matters progresses, as the case may be,
we will continue to review the latest information available and
assess our ability to predict the outcome of such matters and
the effects, if any, on our consolidated financial condition, cash
flows, business or competitive position, which may require that
we record liabilities in the consolidated financial statements in
future periods.
Related Party Agreement
In June of 2012, we entered into a license agreement (the
“License Agreement”) with the holder of S&P Dow Jones Indices
LLC noncontrolling interest, CME Group, which replaced the
2005 license agreement between Indices and CME Group. Under
the terms of the License Agreement, S&P Dow Jones Indices
LLC receives a share of the profits from the trading and clearing
of CME Group’s equity index products. During the years ended
December 31, 2023, 2022 and 2021, S&P Dow Jones Indices LLC
earned $174 million $170 million and $139 million of revenue
under the terms of the License Agreement, respectively. The
entire amount of this revenue is included in our consolidated
statement of income and the portion related to the 27%
noncontrolling interest is removed in net income attributable to
noncontrolling interests.
Contractual Obligations
We typically have various contractual obligations, which are
recorded as liabilities in our consolidated balance sheets, while
other items, such as certain purchase commitments and other
executory contracts, are not recognized. For example, we are
contractually committed to contracts for information-technology
outsourcing, certain enterprise-wide information-technology
software licensing and maintenance. In the first quarter of 2023,
S&P Global and Amazon Web Services (“AWS”) entered into a
multi-year strategic collaboration agreement with a purchase
obligation of $1.0 billion, before incremental credits, over a five-
year period. With AWS as its preferred cloud provider, S&P Global
will enhance its cloud infrastructure, accelerate business growth,
engineer new innovations for key industry segments, and help
their customers navigate rapidly changing market conditions.
Legal & Regulatory Matters
In the normal course of business both in the United
States and abroad, the Company and its subsidiaries are
defendants in a number of legal proceedings and are often
subjected to government and regulatory proceedings,
investigations and inquiries.
A class action lawsuit was filed in Australia on August 7, 2020
against the Company and a subsidiary of the Company. A
separate lawsuit was filed against the Company and a subsidiary
of the Company in Australia on February 2, 2021 by two entities
within the Basis Capital investment group. The lawsuits both
relate to alleged investment losses in collateralized debt
obligations rated by Ratings prior to the financial crisis. We
can provide no assurance that we will not be obligated to pay
significant amounts in order to resolve these matters on terms
deemed acceptable.
From time to time, the Company receives customer complaints.
The Company believes it has strong contractual protections
in the terms and conditions included in its arrangements with
customers. Nonetheless, in the interest of managing customer
relationships, the Company from time to time engages in
dialogue with such customers in an effort to resolve such
S&P Global 2023 Annual Report 91
Report of Management
To the Shareholders of S&P Global Inc.
Management’s Annual Report on Its Responsibility for the Company’s
Financial Statements and Internal Control Over Financial Reporting
The financial statements in this report were prepared by the management of S&P Global Inc., which is
responsible for their integrity and objectivity.
These statements, prepared in conformity with accounting principles generally accepted in the United States
and including amounts based on management’s best estimates and judgments, present fairly S&P Global
Inc.’s financial condition and the results of the Company’s operations. Other financial information given in this
report is consistent with these statements.
The Company’s management is responsible for establishing and maintaining adequate internal control
over financial reporting for the Company as defined under the U.S. Securities Exchange Act of 1934. It
further assures the quality of the financial records in several ways: a program of internal audits, the careful
selection and training of management personnel, maintaining an organizational structure that provides an
appropriate division of financial responsibilities, and communicating financial and other relevant policies
throughout the Company.
S&P Global Inc.’s Board of Directors, through its Audit Committee, composed entirely of outside directors, is
responsible for reviewing and monitoring the Company’s financial reporting and accounting practices. The
Audit Committee meets periodically with management, the Company’s internal auditors and the independent
registered public accounting firm to ensure that each group is carrying out its respective responsibilities. In
addition, the independent registered public accounting firm has full and free access to the Audit Committee
and meet with it with no representatives from management present.
Management’s Report on Internal Control Over Financial Reporting
As stated above, the Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting. The Company’s management has evaluated the system of internal
control using the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework
(“COSO 2013 framework”). Management has selected the COSO 2013 framework for its evaluation as it
is a control framework recognized by the Securities and Exchange Commission and the Public Company
Accounting Oversight Board that is free from bias, permits reasonably consistent qualitative and quantitative
measurement of the Company’s internal controls, is sufficiently complete so that relevant controls are not
omitted and is relevant to an evaluation of internal controls over financial reporting.
Based on management’s evaluation under this framework, we have concluded that the Company’s internal
controls over financial reporting were effective as of December 31, 2023. There are no material weaknesses in
the Company’s internal control over financial reporting that have been identified by management.
The Company’s independent registered public accounting firm, Ernst & Young LLP, has audited the
consolidated financial statements of the Company for the year ended December 31, 2023, and has issued
their reports on the financial statements and the effectiveness of internal controls over financial reporting.
Other Matters
There have been no changes in the Company’s internal controls over financial reporting during the most
recent quarter that have materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.
Douglas L. Peterson
President and Chief Executive Officer
Ewout L. Steenbergen
Executive Vice President and Chief Financial Officer
92 S&P Global 2023 Annual Report
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of
Directors of S&P Global Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance
sheets of S&P Global Inc. (the Company) as of December 31,
2023 and 2022, the related consolidated statements of income,
comprehensive income, equity and cash flows for each of the
three years in the period ended December 31, 2023, and the
related notes (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial
position of the Company at December 31, 2023 and 2022, and the
results of its operations and its cash flows for each of the three
years in the period ended December 31, 2023, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting
as of December 31, 2023, based on criteria established in
Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013
framework), and our report dated February 8, 2024 expressed an
unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of
the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether
due to error or fraud. Our audits included performing procedures
to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our
audits also included evaluating the accounting principles used
and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis
for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising
from the current period audit of the financial statements that
was communicated or required to be communicated to the audit
committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our
especially challenging, subjective or complex judgments. The
communication of the critical audit matter does not alter in any
way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.
S&P Global 2023 Annual Report 93
Valuation of redeemable noncontrolling interest in S&P Dow Jones Indices LLC
DESCRIPTION
OF THE
MATTER
As described in Notes 1 and 9 to the financial statements, the Company has an agreement with the minority
partners of its S&P Dow Jones Indices LLC joint venture that contains redemption features outside of the control
of the Company. This arrangement is reported as a redeemable noncontrolling interest at fair value of $3,800
million at December 31, 2023. The Company adjusts the redeemable noncontrolling interest each reporting
period to its estimated redemption value, but never less than its initial fair value, using both income and market
valuation approaches.
Auditing the Company’s valuation of its redeemable noncontrolling interest was complex due to the estimation
uncertainty in determining the fair value. The estimation uncertainty was primarily due to the sensitivity of
the fair value to underlying assumptions about the future performance of the business. The more significant
judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include
an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows
(e.g., revenue growth rates and operating margins), a company specific beta and earnings and transaction
multiples for comparable companies and similar acquisitions, respectively. These significant judgmental
assumptions that incorporate market data are forward-looking and could be affected by future economic and
market conditions.
HOW WE
ADDRESSED
THE MATTER
IN OUR AUDIT
We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s
controls over the accounting for its redeemable noncontrolling interest, including controls over management’s
judgments and evaluation of the underlying assumptions with regard to the valuation models applied and the
estimation process supporting the determination of the fair value of S&P Dow Jones Indices LLC joint venture.
To test the valuation of redeemable noncontrolling interest, we evaluated the Company’s selection of the
valuation methodology and the methods and significant assumptions used by inspecting available market data
and performing sensitivity analyses. For example, when evaluating the assumptions related to the revenue
growth rate and operating profit margins, we compared the assumptions to the past performance of S&P Dow
Jones Indices LLC joint venture in addition to current observable industry, market and economic trends. We
involved valuation specialists to assist in our evaluation of the methodology and significant assumptions used
by the Company, including the discount rate, company specific beta and earnings for comparable companies
and transaction multiples for similar acquisitions. We also tested the completeness and accuracy of the
underlying data supporting the significant assumptions and estimates.
/s/ ERNST & YOUNG LLP
We have served as the Company’s auditor since 1969.
New York, New York
February 8, 2024
94 S&P Global 2023 Annual Report
Report of Independent Registered Public Accounting Firm
Definition and Limitations of Internal
Control Over Financial Reporting
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in
accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use,
or disposition of the company’s assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ ERNST & YOUNG LLP
New York, New York
February 8, 2024
To the Shareholders and the Board of
Directors of S&P Global Inc.
Opinion on Internal Control Over Financial Reporting
We have audited S&P Global Inc.’s internal control over
financial reporting as of December 31, 2023, based on criteria
established in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework), (the COSO criteria). In our opinion,
S&P Global Inc. (the Company) maintained, in all material
respects, effective internal control over financial reporting as of
December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company
as of December 31, 2023 and 2022, the related consolidated
statements of income, comprehensive income, equity and cash
flows for each of the three years in the period ended December
31, 2023, and the related notes and our report dated February 8,
2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining
effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over
financial reporting included in the accompanying Management’s
Annual Report on Internal Control Over Financial Reporting.
Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We
are a public accounting firm registered with the PCAOB and
are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
S&P Global 2023 Annual Report 95
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96 S&P Global 2023 Annual Report
Shareholder Information
Annual Meeting of Shareholders
The 2024 annual meeting will be held at 8:30 a.m. EDT on
Wednesday, May 1, 2024 in a virtual-only online meeting.
Shareholders and guests may access the meeting online at
https://meetnow.global/MM7UHQT. Meeting access details
for shareholders and guests, and proxy voting information
are available at www.spglobal.com/proxy.
Stock Exchange Listing
Shares of our common stock are traded primarily on the
New York Stock Exchange. SPGI is the ticker symbol for
our common stock.
Investor Relations Web Site
Go to http://investor.spglobal.com to find:
– Management presentations
– Financial news releases
Overnight correspondence should be mailed to:
Computershare
150 Royall Street, Suite 101
Canton, MA 02021
Investor Center™ website to view and
manage shareholder account online:
www.computershare.com/investor
For shareholder assistance by telephone:
In the U.S. and Canada: 888-201-5538
Outside the U.S. and Canada: 201-680-6578
TDD for the hearing impaired: 800-490-1493
TDD outside the U.S. and Canada: 781-575-4592
E-mail address:
web.queries@computershare.com
– Financial reports, including the annual report, proxy
statement and SEC filings
Shareholder online inquiries:
https://www-us.computershare.com/investor/Contact
– Investor Fact Book
– Executive Committee
– Corporate governance documents
– Dividend and stock split history
– Stock quotes and charts
– Investor e-mail alerts
– RSS news feeds
Investor Kit
The Company’s investor kit includes the most recent Annual
Report, Proxy Statement, Form 10-Qs, Form 10-K, and earnings
release. These documents can be downloaded from the SEC
Filings & Reports section of the Company’s Investor Relations
Website at 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. Interested
parties can also call Investor Relations toll-free at 866-436-
8502 (domestic callers) or 212-438-2192 (international callers).
Transfer Agent and Registrar for Common Stock
Computershare is the transfer agent for S&P Global Inc.
Computershare maintains the records for the Company’s
registered shareholders and can assist with a variety of
shareholder related services.
Shareholder correspondence should be mailed to:
Computershare
P.O. Box 43078
Providence, RI 02940-3078
Direct Stock Purchase and Dividend Reinvestment Plan
This program offers a convenient, low-cost way to invest in
S&P Global’s common stock. Participants can purchase and
sell shares directly through the program, make optional cash
investments weekly, reinvest dividends, and send certificates
to the transfer agent for safekeeping. Interested investors can
view the prospectus and enroll online at www.computershare.
com/investor. To receive the materials by mail, contact
Computershare as noted above.
News Media Inquiries
Go to www.spglobal.com/press to view the latest Company news
and information or to submit an e-mail inquiry.
Certifications and S&P Global Inc. Form 10-K
S&P Global filed the required certifications under Sections 302
and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1, 31.2
and 32 to our Form 10-K for the year ended December 31, 2023.
The financial information included in this Annual Report was
excerpted from the Company’s Form 10-K for the year ended
December 31, 2023, filed with the Securities and Exchange
Commission on February 9, 2024. Shareholders may access a
complete copy of the Form 10-K from the SEC Filings & Reports
section of the Company’s Investor Relations Website at
http://investor.spglobal.com.
S&P Global 2023 Annual Report 97
Board of Directors
Richard E. Thornburgh (C, E, N)
Non-Executive Chairman
of the Board
S&P Global Inc.
Marco Alverà (E, F, N)
Group Chief Executive
Officer
Tree Energy Solutions
Jacques Esculier (A, F)
Former Chairman & CEO
WABCO Holdings Inc.
Gay Huey Evans (A, C)
Former Chairman
London Metal Exchange
William D. Green (C, E, N)
Former CEO and Chairman
Accenture Plc
Stephanie C. Hill (C, N)
Executive Vice President,
Rotary and Mission
Systems
Lockheed Martin Corp.
Rebecca Jacoby (F, N)
Former Senior Vice
President, Operations
Cisco Systems, Inc.
Robert P. Kelly (C, E, N)
Former Chairman and CEO
The Bank of New York Mellon
Ian P. Livingston (A, F)
Former CEO
BT Group plc
Deborah D. McWhinney (A, F)
Former Chief Executive
Officer of Global Enterprise
Payments
Citigroup Inc.
Maria R. Morris (A, E, F)
Former Executive
Vice President,
Global Employee Benefits
MetLife, Inc.
Douglas L. Peterson (E)
President and Chief
Executive Officer
S&P Global Inc.
Gregory Washington (A, C)
President
George Mason University
98
S&P Global 2023 Annual Report
A – Audit Committee
C – Compensation & Leadership Development Committee
E – Executive Committee
F – Finance Committee
N – Nominating & Corporate Governance Committee
Committee assignments as of March 1, 2024
Executive Committee
Douglas L. Peterson
President and Chief
Executive Officer
Ewout Steenbergen1
Executive Vice President,
Chief Financial Officer
Martina L. Cheung
President, S&P Global Ratings
Executive Lead,
Sustainable1
Dan Draper
Chief Executive Officer,
S&P Dow Jones Indices
Adam Kansler
President,
S&P Global Market
Intelligence
Steve Kemps
Executive Vice President,
Chief Legal Officer
Swamy Kocherlakota
Executive Vice President,
Chief Digital Solutions Officer
Dimitra Manis
Executive Vice President,
Chief Purpose Officer
Sally Moore
Executive Vice President,
Global Head of Strategy,
M&A and Partnerships
Saugata Saha
President,
S&P Global Commodity
Insights
Edouard Tavernier
President,
S&P Global Mobility
1
Through Feb. 11, 2024.
S&P Global 2023 Annual Report 99
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100 S&P Global 2023 Annual Report
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S&P Global 2023 Annual Report 101
55 Water Street
New York, NY 10041
spglobal.com