•Data and customized index subscription fees — fees from supporting index fund management, portfolio analytics and research.

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Segment and Geographic Data

The relative contribution of our ~~operating~~reportable segments to operating revenue, operating profit, long-lived assets and geographic area for the three years ended December 31, ~~2017~~2021 are included in Note 12 – Segment and Geographic Information to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.

~~Our Personnel~~Human Capital

As of December 31, ~~2017,~~2021, we had approximately ~~20,400~~22,850 permanent employees located worldwide, ~~of which approximately 5,200 were employed~~including around 14,600 in Asia, 5,300 in the U.S., 2,150 in the European region, and 800 in the rest of the world.

We invest in our success as a global Company by investing in our employees across the world through our “people first” approach to human capital management, aimed at supporting everyone who works for us to reach their full potential.

Board Oversight & Management Implementation of Human Capital Strategy

Our Board of Directors and Company management view effective human capital management as critical to the Company’s ability to execute its strategy.

As a result, the Board of Directors and the Compensation and Leadership Development Committee oversee and regularly engage with our CEO, Chief Purpose Officer, Chief Corporate Responsibility & Diversity Officer and other members of senior leadership on a broad range of people topics, including: culture and purpose; talent attraction and development; succession planning; compensation and benefits; diversity, equity and inclusion ("DEI"); workplace health, safety and well-being; and employee engagement and retention.

At the management level, our Chief Purpose Officer is responsible for leading the development and execution of the Company’s human capital management strategy, also referred to as our “People” strategy, working together with other senior leaders across the Company. Among other things, this includes promoting an inclusive and performance-driven workplace culture with equitable opportunity for all; managing the Company’s initiatives to attract, develop, engage and retain the high-quality talent needed to ensure S&P Global is equipped with the right skillsets and intellectual capital to deliver on current and future business needs; and overseeing the design of the Company’s compensation, benefits and well-being programs. In connection with these responsibilities, the Chief Purpose Officer also partners with our Corporate Responsibility & Diversity, Equity & Inclusion team on the development and execution of the Company’s diversity, equity and inclusion roadmap and works closely with the CEO on executive succession planning and development of the talent succession pipeline for the Company’s Operating Committee.

The Company’s short-term incentive plan further reflects the significant role our people play in driving our enterprise strategy to Power the Markets of the Future by linking executive pay outcomes under our enterprise and division balanced scorecards to the achievement of strategic people priorities. In 2021, we focused on delivering on the following strategic People priorities across the enterprise:

•Continuing to foster a people first environment, while maintaining existing levels of engagement;

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•Encouraging career mobility through career coaching, while attracting and retaining the best people; and

•Improving diverse representation through talent acquisition, advancement and retention, while continuing to raise awareness of racial education.

To achieve our strategic people objectives, we support our employees through human capital management strategies that include diversity, equity and inclusion initiatives; learning and development programs; competitive compensation and benefits programs; workplace health, safety and well-being measures; and talent attraction, retention and engagement. Examples of some of our key initiatives and programs in these focus areas are included below.

Diversity, Equity & Inclusion

Our ability to attract and retain a diverse and inclusive workforce is critical to our long-term strategy, driving business growth and innovation and empowering our people to achieve their full potential. In connection with our commitment to create a diverse, equitable and inclusive workplace, we have taken the following steps to foster an environment where our people can bring their whole selves to work:

•An executive DEI Council, co-chaired by our CEO and Chief Purpose Officer, directs and oversees our enterprise-wide DEI strategy, advancing and ensuring coordination and accountability for DEI programs across the organization. In 2021, we also designed a new and improved DEI governance model for the larger combined organization following the close of the merger with IHS Markit to align on strategy and prioritization; improve connectivity and create a defined and well-coordinated feedback loop between the Company’s Board of Directors, the executive DEI Council, Employee Resource Groups and People leaders; and enhance accountability.

•We measure progress on our diversity, equity and inclusion programs as part of our enterprise and division balanced scorecards, which are reviewed by the CEO quarterly and the Board at least biannually, and impact short-term incentive compensation. Key Performance Indicators under our incentive scorecards for tracking and ensuring accountability for DEI progress include measuring the net change in the gender and racial/ethnic diversity of the S&P Global employee population and DEI specific sentiment through the annual VIBE employee engagement survey.

•We connect colleagues across our organization through our Employee Resource Groups. These global and employee-led networks offer career experiences and network-building opportunities that foster professional development and support workplace diversity.

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

Learning and Development Programs

We support our employees in pursuing their professional goals with growing investments in personalized development. We provide a wide array of global training and learning programs to help employees expand their knowledge, skills and experience and guide career advancement, including:

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

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

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

Competitive Compensation and Benefits Programs

We believe compensation and benefits programs are critical to the overall employee experience. Offering market competitive, people-centric and performance-driven compensation and benefits is key to our recruitment, talent management and retention strategies. As a result, management regularly assesses employee feedback, competitor research and market data to ensure our programs remain competitive and are designed with our people’s physical, financial, work-life, mental and emotional health and

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well-being in mind. Based on these insights, each year we continue to introduce new and enhanced “people first” benefits to advance employees’ well-being at work and beyond in support of our “people first” philosophy. In 2021, we launched new initiatives to increase transparency around pay decisions and empower colleagues to initiate pay conversations and to enhance well-being support for our people by providing extended parental leave, more flexible time-off arrangements and wellness days.

Workplace Health, Safety and Well-being

The health, safety and well-being of our people working around the globe is a top priority, and our facilities worldwide follow rigorous, internally and externally audited, occupational health and safety policies.

At the onset of the COVID-19 pandemic, we established a steering committee to lead a coordinated workplace safety strategy and acted quickly implementing significant changes across the organization to protect our people and the communities in which we operate. In early 2021, most of our employees remained working from home and our plans to introduce a new flexible return to office model and phased approach to office re-openings evolved in response to changing dynamics throughout the year. Informed by guidance from our Chief Medical Officer and close partnership between Global Security and local site leaders to propose changes as needed, we continued to promote health, safety and well-being by providing updated guidance, expanded benefits and support services to help our people navigate remote work and the ongoing pandemic, including:

•30 business days global care leave while caring for a sick or healthy family member during COVID-19 and mandated work from home guidance;

•10 paid business days minimum global sick leave while being treated for COVID-19;

•unlimited paid compassion leave following loss of a loved one;

•three months’ pay to family members following loss of an employee;

•flexible arrangements for those working from home while caring for family;

•expanded telemedicine resources and mental health support services; and

•townhalls and a dedicated microsite to provide ongoing guidance and support for homeworking logistics.

Retention and Engagement

In order to attract and retain the high-quality talent needed to execute our long-term strategy to Power the Markets of the Future, we believe it is critical for our people to feel motivated and empowered. As a result, we strive to create a unified and inclusive workplace culture that promotes employee engagement, satisfaction and performance; and that reflects our common corporate purpose and values.

We invite employee feedback through a variety of channels for open communication and engagement, including small group employee round-table discussions with our business leaders and members of our Board of Directors, our annual VIBE employee engagement survey, as well as more frequent check-ins through employee “Pulse” surveys. The annual VIBE survey allows us to track progress in critical areas, such as workplace pride and satisfaction and inclusive culture, and gather actionable insights for improvements to our people strategy. We encourage managers to share VIBE survey results with their teams, prioritize action areas and pursue solutions. To reinforce management accountability, we also track employee survey scores in our enterprise and division balanced scorecards, with outcomes against survey engagement targets impacting short-term incentive outcomes.

Available Information

~~The Company's~~S&P Global's investor ~~kit includes~~relations website provides access to Annual Reports on Form 10-K, Proxy Statements, Quarterly Reports on Form 10-Q, current reports on Form 8-K, ~~the current~~ earnings ~~release~~releases and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. For online access, go to http://investor.spglobal.com. Requests for printed copies, free of charge, can be e-mailed to investor.relations@spglobal.com or mailed to Investor Relations, S&P Global Inc., 55 Water Street, New York, NY 10041-0001. Interested parties can also call Investor Relations toll-free at 866-436-8502 (domestic callers) or 212-438-2192 (international callers). The information on our website is not, and shall not be deemed to be part hereof or incorporated into this or any of our filings with the Securities and Exchange Commission (“SEC”).

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Access to more than 10 years of the Company's filings made with the SEC is available through the Company's Investor Relations website. Go to http://investor.spglobal.com and click on the SEC Filings link. In addition, these filings are available to the public on the Commission's website through their EDGAR filing system at www.sec.gov. Interested parties may also read and copy materials that the Company has filed with the SEC at the SEC's public reference room located at 100 F Street, NE, Washington, D.C. 20549 on official business days between the hours of 10AM and 3PM. Please call the Commission at 1-800-SEC-0330 for further ~~information on the public reference room.~~assistance.

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Item ~~1a.~~ 1A. Risk Factors

The following risk factors and other information included in this annual report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. These risks could materially and adversely affect our business, financial condition and results of operations. Additional risks and uncertainties not presently known to us or which we currently believe to be immaterial may also impair our business operations.

We operate in the capital and commodities markets. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms, and issuers; the commodities markets include producers, traders and intermediaries within energy, petrochemicals, metals ~~petrochemicals~~ and agriculture. Certain risk factors are applicable to certain of our individual segments while other risk factors are applicable ~~company-wide.~~Company-wide.

Merger Risks

The Merger is subject to conditions, some of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete, or unexpected delays in completing, the Merger or any termination of the Merger Agreement could have material adverse effects on us.

On November 29, 2020, we, our wholly-owned subsidiary, Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares ( “Merger Sub”), and IHS Markit, entered into an Agreement and Plan of Merger (as amended on January 20, 2021, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into IHS Markit, with IHS Markit surviving such merger as our wholly-owned, direct subsidiary. The completion of the Merger is subject to a number of conditions, including, among other things, the receipt of certain regulatory approvals, as well as the accuracy of all representations and warranties of IHS Markit and the absence of a material adverse effect since the date of the Merger Agreement, which make the completion and timing of the Merger uncertain. The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the completion of the Merger will be satisfied or waived or that the Merger will be completed.

In addition, either S&P Global or IHS Markit may terminate the Merger Agreement under certain circumstances, including if the Merger is not completed by the outside date determined pursuant to the Merger Agreement, which is May 29, 2022. In certain circumstances, upon termination of the Merger Agreement, S&P Global would be required to pay a termination fee of $2.380 billion to IHS Markit, and in certain circumstances, IHS Markit would be required to pay a termination fee of $1.075 billion to S&P Global, upon termination of the Merger Agreement, each as contemplated by the Merger Agreement.

Moreover, at any time before or after the completion of the Merger, and notwithstanding the termination of applicable waiting periods, the applicable U.S. or foreign regulatory authorities or any state attorney general could take such action under antitrust or other applicable laws as such party deems necessary or desirable in the public interest. Such action could include, among other things, seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties.

In response to feedback from U.S. and foreign regulatory authorities, we and IHS Markit have agreed to divest certain businesses in order to procure regulatory approval of the Merger. On July 31, 2021, S&P Global, IHS Markit and News Corporation entered into a stock and asset purchase agreement, pursuant to which IHS Markit will sell all right, title and interest to certain of its pricing information businesses, including its Oil Price Information Services (OPIS), Coal, Metals and Mining, and PetroChem Wire businesses, to News Corporation for a purchase price of $1.15 billion. On December 27, 2021, S&P Global and IHS Markit announced agreements to sell IHS Markit’s Base Chemicals business to News Corporation for $295 million, and S&P Global’s CUSIP Global Services business to FactSet Research Systems for $1.925 billion. S&P Global has also committed to divest its Leveraged Commentary and Data (LCD) business, together with a related family of leveraged loan indices, in connection with a conditional approval for the Merger from the European Commission. The completion of each of these divestiture transactions is subject to a number of conditions, including, among other things, the receipt of certain regulatory approvals, which make the completion and timing of these transactions uncertain. The failure to satisfy all of the required conditions could delay the completion of these transactions for a significant period of time or prevent each from occurring at all. There can be no assurance that the conditions to the completion of any of these transactions will be satisfied or waived or that these transactions will be completed (and, if such transactions are not completed, it may materially adversely affect the completion of the Merger).

If the Merger is not completed, we may be materially adversely affected and, without realizing any of the benefits of having completed the Merger, will be subject to a number of risks, including the following: the market price of our common stock could decline; if the Merger Agreement is terminated, we will not realize the benefit of the time and resources, financial and otherwise, committed by our management to matters relating to the Merger that could have been devoted to pursuing other beneficial opportunities; we may experience negative reactions from the financial markets or from their respective customers, suppliers or employees; and we will be required to pay our expenses relating to the Merger, such as legal, accounting and financial advisory fees, whether or not the Merger is completed.

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In addition, if the Merger is not completed, we could be subject to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against such party to perform its obligations under the Merger Agreement. Any of these risks could materially and adversely impact our ongoing business, financial condition, results of operations and the market price of our common stock. Similarly, delays in the completion of the Merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with delay and uncertainty about completion of the merger and could materially and adversely impact our ongoing business, financial condition, results of operations and the market price of our common stock.

We are subject to business uncertainties and contractual restrictions while the Merger and related divestitures are pending, which could adversely affect our business and operations.

In connection with the pendency of the Merger and related divestitures, it is possible that some customers, suppliers, partners and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us as a result of the Merger, a divestiture or otherwise, which could negatively affect our revenue, earnings and/or cash flow, as well as the market price of our common stock, regardless of whether the Merger or any such divestiture is completed. In addition, under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger, which may adversely affect our ability to execute certain of our business strategies, including the ability in certain cases to acquire or dispose of assets or pay dividends or incur capital expenditures above a certain amount. Such limitations could adversely our business and operations prior to the completion of the Merger.

We may be unable to successfully integrate the businesses of S&P Global and IHS Markit or realize the anticipated benefits of the Merger.

The success of the Merger will depend, in part, on our ability to successfully combine and integrate our existing business with that of IHS Markit, and realize the anticipated benefits, including synergies, cost savings, innovation and technological opportunities and operational efficiencies from the Merger in a manner that does not materially disrupt existing customer, supplier and employee relations and does not result in decreased revenues due to losses of, or decreases in demand by, customers. Our ability to realize these anticipated benefits is subject to certain risks, including whether we will perform as expected, the possibility that we paid more for IHS Markit than the value we will derive from the Merger and the assumption of known and unknown liabilities of IHS Markit. If we are unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, and the value of our common stock may decline. We may fail to realize some or all of the anticipated benefits of the Merger if the integration process takes longer than expected or is more costly than expected.

The integration of the two companies may result in material challenges, including: managing a larger, more complex combined business; maintaining employee morale and retaining key management and other employees; retaining existing business and operational relationships, including customers, suppliers and employees and other counterparties, as may be impacted by contracts containing consent and/or other provisions that may be triggered by the merger, and attracting new business and operational relationships; consolidating corporate and administrative infrastructures and eliminating duplicative operations, including unanticipated issues in integrating financial reporting, information technology infrastructure, data and content management systems and product platforms, communications and other systems; coordinating geographically separate organizations, including consolidating offices of S&P Global and IHS Markit that are currently in or near the same location; harmonizing both companies’ corporate cultures, operating practices, employee development and compensation programs, internal controls, compliance programs and other policies, procedures and processes; addressing possible differences in business backgrounds, and management philosophies; managing the impact of divestitures; and unforeseen expenses or delays associated with the Merger (which has already been delayed beyond our initial expectations of closing in 2021).

Many of these factors will be outside of our control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and other adverse impacts, which could materially affect the combined company’s business, financial condition and results of operations. Due to legal restrictions, S&P Global and IHS Markit are currently permitted to conduct only limited planning for the integration of the two companies following the Merger. The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized on a timely basis, if at all.

We expect to incur substantial expenses and devote significant resources in connection with the completion of the Merger and related divestitures, and the integration of the businesses of S&P Global and IHS Markit.

We expect to incur substantial expenses, and devote significant resources, in connection with the completion of the Merger and related divestitures, and the integration of a large number of processes, policies, procedures, operations, technologies and systems of S&P Global and IHS Markit in connection with the Merger. The management of the combined company may face significant challenges in implementing such integration, many of which may be beyond the control of management and which may result in increased costs and diversion of management’s time and energy, as well as materially adversely impact the

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anticipated synergies of the Merger and the business, financial condition and results of operations of the combined company. The integration process and other disruptions, including increased cyber security risk, resulting from the Merger may also adversely affect the combined company’s relationships with employees, suppliers, customers, distributors and others with whom S&P Global and IHS Markit have business or other dealings, and difficulties in integrating the businesses of S&P Global and IHS Markit could harm the reputation of the combined company.

These incremental transaction-related costs may exceed the savings the combined company expects to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the near term and in the event there are material unanticipated costs. Factors beyond the parties’ control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Some of these expenses have already been incurred or may be incurred regardless of whether the Merger is completed.

If the Merger is completed, our shareholders’ ownership percentage will be diluted.

If the Merger is completed, we will issue to IHS Markit shareholders shares of our common stock. As a result of the issuance of these shares of our common stock, our shareholders will own a smaller percentage of the combined company after the Merger and will therefore have a reduced voting interest.

During the pendency of the Merger, our ability to execute share repurchases will be restricted.

While the Merger is pending, we will have limited opportunities to launch repurchase programs and there can be no guarantee that we will be able to successfully execute a repurchase program when a window of opportunity presents itself.

COVID-19 Risks

The COVID-19 pandemic and its effects have affected, and may have a material adverse effect on, our results of operations.

Following the outbreak of an infectious respiratory illness caused by the 2019 novel coronavirus (“COVID-19”), the World Health Organization declared a global emergency on January 30, 2020 and subsequently declared COVID-19 as a pandemic on March 11, 2020.

COVID-19 has spread globally, including in the United States, the United Kingdom, the European Union and other jurisdictions in which we operate. Governments across the world have taken steps to contain the virus by restricting human movement through numerous measures including travel bans and restrictions, social distancing, quarantines, shelter in place orders, enhanced health screenings at ports of entry and elsewhere, and business shutdowns, including those in response to the outbreaks of the Delta variant in the second and third quarters of 2021 and the Omicron variant in the fourth quarter of 2021. Continuation of the shutdown of businesses and entire industries, increases in unemployment, implementation of furloughs, lost wages across populations and a significant drop in consumer and business spending, resulted in a recession in the United States during 2020. While vaccines have become available, their availability and their efficacy against the Omicron variant and possible future variants are uncertain, so it remains difficult to ascertain how COVID-19 will impact economic activity. There are no comparable recent events that can provide guidance as to the effect of the COVID-19 global pandemic, and, as a result, the ultimate impact of the coronavirus outbreak or a similar health epidemic is uncertain. The effects of COVID-19 have impacted our operations and may ultimately have a material adverse impact on our results of operations in the future. The extent to which the pandemic will continue to affect our businesses, financial condition and results of operations will depend on future developments, which are uncertain and cannot be predicted.

Increased volatility and uncertainty in the global economy, and the financial and commodities markets

The global economy has been disrupted as a result of the ongoing health crisis and the financial and commodities markets have reacted with unprecedented volatility. Governmental authorities worldwide have taken increased measures to stabilize the markets and support economic growth. The success of these measures is unknown, and they may not be sufficient to address the market dislocations or avert severe and prolonged reductions in economic activity. Our businesses would be materially and adversely affected in the event of prolonged recessions in the U.S. and other major markets. Because there are no comparable recent events that can provide guidance on the impact to the global economy, we cannot predict the extent to which our business may be impacted. Moreover, the unprecedented volatility observed in the markets since the outset of COVID-19 may result in sudden unexpected changes in market structures that were not previously anticipated by laws, rules, regulations or general market practices. Risks posed to our businesses, financial condition and results of operations from volatility in the financial and commodities markets are described in the risk factor below entitled, “Changes in the volume of securities issued and traded in domestic and/or global capital markets, asset levels and flows into investment products, changes in interest rates and volatility in the financial markets, and volatility in the commodities markets impact our business, financial condition or results of operations”.

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Decreased demand for our subscription services

Our clients are being impacted to varying degrees. Some may no longer be in business by the time the COVID-19 pandemic comes to an end, others will face significant spending constraints in order to continue to operate, and others may reduce their workforces permanently. As a result of the impact on our clients, our subscription services may face pricing pressure on renewals, delayed renewals, and challenges to new sales which would in turn reduce revenue, ultimately impacting our results of operations. The pandemic has impacted human mobility and, among other things, has impacted the supply and demand for energy used in transportation, which is also impacted by political tensions between large oil producing countries.

This uncertainty could put pressure on Platts clients and translate into slower demand for our subscription and related products and services. Moreover, while our business continuity program has been effective to date, the current restrictions on human mobility limit our ability to interact with subscribers and effectively demonstrate new products and may have a negative effect on our ability to secure new subscriptions and renewals.

Our businesses assess and analyze the impact of economic events

Our divisions are all actively engaged in analyzing and providing views on the quickly evolving economic conditions. We are publishing articles and research pieces that attempt to assess the impact of the COVID-19 pandemic on the world economy and its components, both geographic and sectoral. In addition, we are taking actions (including, but not limited to, rating actions, revising the composition of our indices, etc.), consistent with our business procedures, in response to the evolving conditions. Notwithstanding the care we take in carrying out our work, the views and assumptions we express, the conclusions we draw, the actions we take, and the work our divisions are producing today are likely to be heavily scrutinized with the benefit of hindsight. We have faced significant regulatory and media scrutiny following prior periods of volatility and economic uncertainty. Such scrutiny has in the past and may in the future impact our reputation, brand and credibility and result in government and regulatory proceedings, investigations, inquiries and litigation. See the below risk factors entitled “Exposure to litigation and government and regulatory proceedings, investigations and inquiries could have a material adverse effect on our business, financial condition or results of operations” and “Our reputation, credibility, and brand are key assets and competitive advantages of our Company and our business may be affected by how we are perceived in the marketplace”.

Business continuity

Our business continuity program has been effective to date. Since mid-March 2020, nearly our entire employee population has been working remotely. While we have been able to continue our operations during this time, maintaining a remote work environment for an extended period of time may have a material adverse effect on our productivity and our ability to meet the needs of our clients and exposes us to operational risks. See the below risk factor entitled “Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability”. Moreover, given the extent to which we are utilizing a remote working environment, we face increased vulnerability. Although there has not been a cyber attack that has had a material adverse effect on the Company to date, we have noted an increase in cyber threats targeted at our remote work environment and there can be no assurance that there will not be a material adverse effect in the future. See the below risk factor entitled “We are exposed to risks related to cybersecurity and protection of confidential information”. In addition, while our employee base currently has adequate resources to pursue new clients or expand existing relationships, we have no control over the business continuity resources available to our clients. As a result, our ability to maintain, expand, or establish new client relationships may be limited.

Business, Operational and Regulatory Risks

Changes in the volume of securities issued and traded in domestic and/or global capital markets, asset levels and flows into investment products, changes in interest rates and volatility in the financial markets, and volatility in the commodities markets impact our business, financial condition or results of operations.

•Our business is impacted by general economic conditions and volatility in the U.S. and world financial markets.

•Economic conditions and volatility across the globe are generally affected by negative or uncertain economic and political conditions. In addition, natural and man-made disasters as well as the outbreak of pandemic or contagious diseases introduce volatility and uncertainty into the global capital and commodities markets and negatively impact general economic conditions. Volatile, negative or uncertain economic and political conditions in our significant markets have undermined and could in the future undermine business confidence in our significant markets or in other markets, which are increasingly interdependent. Because we operate globally and have significant businesses in many markets, increased volatility or an economic slowdown in any of those markets could adversely affect our results of operations.

•Since a significant component of our credit-rating based revenue is transaction-based, and is essentially dependent on the number and dollar volume of debt securities issued in the capital markets, unfavorable financial or economic conditions that either reduce investor demand for debt securities or reduce issuers’ willingness or ability to issue such securities tend to reduce the number and dollar volume of debt issuances for which Ratings provides credit ratings.

•Our Indices business is impacted by market volatility, asset levels of investment products tracking indices, and trading volumes of certain exchange traded derivatives. Volatile capital markets, as well as changing investment styles, among

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other factors, may influence an investor’s decision to invest in and maintain an investment in an index-linked investment product.

•Increases in interest rates or credit spreads, volatility in financial markets or the interest rate environment, significant political or economic events, defaults of significant issuers and other market and economic factors may negatively impact the general level of debt issuance, the debt issuance plans of certain categories of borrowers, the level of derivatives trading and/or the types of credit-sensitive products being offered, any of which could have a material adverse effect on our business, financial condition or results of operations.

•Our Platts business is impacted by volatility in the commodities markets. Weak economic conditions, especially in our key markets, including the energy industry, could reduce demand for our products, impacting our revenues and margins. As a result of volatility in commodity prices and trading activity in physical commodities and commodities derivatives, we may encounter difficulty in achieving sustained market acceptance of past or future contract terms, which could have a material adverse effect on our financial position, results of operations and cash flows.

•Any weakness in the macroeconomic environment could constrain customer budgets across the markets we serve, potentially leading to a reduction in their employee headcount and a decrease in demand for our subscription-based products.

•The foregoing factors generally affect our performance and could have a material adverse effect on our business, financial condition or results of operations.

We are exposed to risks related to cybersecurity and protection of confidential information.

•Our operations rely on the secure processing, storage and transmission of confidential, sensitive and other types of data and information in our computer systems and networks and those of our third-party vendors.

•All of our businesses have access to material non-public information concerning the Company’s customers, including sovereigns, corporate issuers and other third parties around the world, the unauthorized disclosure of which could affect the trading markets for such customers’ securities and could damage such customers’ competitive positions. The cyber risks the Company faces range from cyber attacks common to most industries, to more sophisticated and targeted attacks, some of which may be carried out by state-sponsored actors, intended to obtain unauthorized access to certain information or systems due in part to our prominence in the global marketplace, such as our ratings on debt issued by sovereigns and corporate issuers, or the composition of our indices. Unauthorized disclosure of this information could cause our customers to lose faith in our ability to protect their confidential information and therefore cause customers to cease doing business with us.

•We experience cyber attacks and data breaches of varying degrees on a regular basis. Although there has not been a cyber attack that has had a material adverse effect on the Company to date, there can be no assurance that there will not be a material adverse effect in the future.

•We are regularly exposed to vulnerabilities in widely deployed third-party software we deploy in the ordinary course of business, such as the recently identified Log4J vulnerability. While such vulnerability did not result in a material adverse effect on the Company, it and similar incidents require the us to devote time and resources to remediation on a regular basis. Notwithstanding our efforts, there can be no assurance that we will not suffer a material adverse effect resulting from vulnerabilities in widely deployed software.

•Breaches of our or our vendors’ systems and networks, whether from circumvention of security systems, denial-of-service attacks or other cyber attacks, hacking, computer viruses or malware, employee error, malfeasance, physical breaches or other actions, may cause material interruptions or malfunctions in our or such vendors’ websites, applications or data processing, or may compromise the confidentiality and integrity of material information regarding us, our business or our customers. In the ordinary course, our third-parties, including our vendors, are subject to various forms of cyber attacks. To date, such attacks have not resulted in a material adverse impact to our business or operations, but there can be no guarantee we will not experience such an impact.

•Misappropriation, improper modification, destruction, corruption or unavailability of our data and information due to cyber incidents, attacks or other security breaches could damage our brand and reputation, result in litigation and regulatory actions, and lead to loss of customer confidence in our security measures and reliability, which would harm our ability to retain customers and gain new ones.

•Although we devote significant resources to maintain and regularly update our systems and processes that are designed to protect the security of our computer systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to the enterprise and our customers, clients and employees, there is no assurance that all of our security measures will provide absolute security.

•Measures that we take to avoid or mitigate material incidents can be expensive, and may be insufficient, circumvented, or become obsolete. While we have not experienced a material incident to date, any material incident could cause us to experience reputational harm, loss of customers, regulatory actions, sanctions or other statutory penalties, litigation or financial losses that are either not insured against or not fully covered through any insurance maintained by us, and increased expenses related to addressing or mitigating the risks associated with any such material incidents.

•Cyber threats are rapidly evolving and are becoming increasingly sophisticated and include denial of service attacks, ransomware, phishing attacks and payment fraud. Despite our efforts to ensure the integrity of our systems, as cyber threats evolve and become more difficult to detect and successfully defend against, one or more cyber threats might defeat the measures that we or our vendors take to anticipate, detect, avoid or mitigate such threats. Certain techniques

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used to obtain unauthorized access, introduce malicious software, disable or degrade service, or sabotage systems may be designed to remain dormant until a triggering event and we may be unable to anticipate these techniques or implement adequate preventative measures since techniques change frequently or are not recognized until launched.

•Given the extent to which our businesses are privy to material non-public information concerning our customers, our data could be improperly used, including for insider trading by our employees and third party vendors with access to key systems. We have experienced insider trading incidents involving employees in the past, and it is not always possible to deter misconduct by employees or third party vendors. We take precautions to detect and prevent such activity, including implementing and training on insider trading policies for our employees and contractual obligations for our third party vendors, but such precautions are not guaranteed to deter misconduct. Any breach of our clients’ confidences as a result of employee or third party vendor misconduct could harm our reputation.

•The theft, loss, or misuse of personal data collected, used, stored, or transferred by us to run our business could result in significantly increased security costs or costs related to defending legal claims.

•An actual or perceived breach of our security may harm the market perception of the effectiveness of our security measures and result in damage to our reputation and a loss of confidence in the security of our products and services. Media or other reports of existing or perceived security vulnerabilities in our systems or those of our third-party business partners or service providers can also adversely impact our brand and reputation and materially impact our business.

•Any of the foregoing could have a material adverse effect on our business, financial condition or results of operations.

Changes in the legislative, regulatory, and commercial environments in which we operate may materially and adversely impact our ability to collect, compile, use, and publish data and may impact our financial results.

•Global privacy, data localization and data protection legislation, enforcement, and policy activity in this area are rapidly expanding and creating a complex regulatory compliance environment. Costs to comply with and implement these privacy-related and data protection measures could be significant. In addition, an inadvertent failure to comply with federal, state, or international privacy-related or data protection laws and regulations despite our best efforts could result in proceedings against us by governmental entities or others.

•Certain types of information we collect, compile, use, and publish, including offerings in all our businesses, and particularly our Market Intelligence business, are subject to regulation by governmental authorities in jurisdictions in which we operate. In addition, there is increasing concern among certain privacy and data protection advocates and government regulators regarding marketing and privacy matters as well as data protection, particularly as they relate to individual privacy and perceived national security interests.

•There has been increased public attention regarding the use of personal information and data transfer, accompanied by legislation and regulations intended to strengthen data protection, information security and consumer and personal privacy. The law in these areas continues to develop and the changing nature of privacy and data protection laws in the U.S., the European Union (“EU”) and elsewhere could impact our processing of personal and sensitive information of our employees, vendors and customers and other data.

•Failure to comply with these requirements could result in significant penalties. The EU’s comprehensive General Data Privacy Regulation (“GDPR”), for example, provides for penalties of up to 4% of worldwide revenue, although the market is yet to see a penalty at the very top end of this range. Such laws and regulations, as well as any associated inquiries or investigations or any other government actions, may also be costly to comply with, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease existing business practices.

•Our reputation and brand and our ability to attract new customers could also be adversely impacted if we fail, or are perceived to have failed, to properly respond to security breaches of our or third party’s information technology systems. Such failure to properly respond could also result in similar exposure to liability.

•We devote meaningful time and financial resources to compliance with current and future applicable international and U.S. privacy, cybersecurity, data protection and related laws. We have made capital investments and other expenditures to address cybersecurity preparedness and prevent future breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been breached, but there can be no assurance that we will not need to make significant additional expenditures. These costs, which could be material, could adversely impact our results of operations in the period in which they are incurred and may not meaningfully limit the success of future attempts to breach our information technology systems.

•In addition, the EU and other jurisdictions, including the People’s Republic of China, are considering imposing or have already imposed additional restrictions, including in relation to cross-border transfers of personal and other types of data. These requirements are increasing in complexity and number, change frequently and increasingly conflict among the various countries in which we operate, which could result in greater compliance risk and cost for us.

•Continued privacy and data protection concerns may result in new or amended laws and regulations. Future laws and regulations with respect to the collection, compilation, use, and publication of information and consumer privacy could result in limitations on our operations, increased compliance or litigation expense, adverse publicity, or loss of revenue, which could have a material adverse effect on our business, financial condition, and results of operations. It is also possible that we could be prohibited from collecting or disseminating certain types of data, which could affect our ability to meet our customers’ needs.

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•We may also from time to time be subject to, or face assertions that we are subject to, additional obligations relating to personal and other data by contract or due to assertions that self-regulatory obligations or industry standards apply to our practices.

Exposure to litigation and government and regulatory proceedings, investigations and inquiries could have a material adverse effect on our business, financial condition or results of operations.

•In the normal course of business, both in the United States and abroad, we and our subsidiaries are defendants in numerous legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries, as discussed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report on Form 10-K and in Note 13 - Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K, and we face the risk that additional proceedings, investigations and inquiries will arise in the future.

•Many of these proceedings, investigations and inquiries relate to the ~~ratings~~ activity of ~~S&P Global~~our Ratings, ~~brought by issuers~~Indices, and ~~alleged purchasers of rated securities.~~Platts businesses. In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ~~ratings~~our regulated activities and antitrust matters.

•Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could have a material adverse effect on our business, financial condition or results of operations.

•In view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of the matters we are currently facing or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity restrictions may be. As a result, we cannot provide assurance that the outcome of the matters we are currently facing or that we may face in the future will not have a material adverse effect on our business, financial condition or results of operations.

•As litigation or the process to resolve pending matters progresses, as the case may be, we continuously review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business and competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.

•Legal proceedings impose additional expenses on the Company and require the attention of senior management to an extent that may significantly reduce their ability to devote time addressing other business issues.

•Risks relating to legal proceedings may be heightened in foreign jurisdictions that lack the legal protections or liability standards comparable to those that exist in the United States. In addition, new laws and regulations have been and may continue to be enacted that establish lower liability standards, shift the burden of proof or relax pleading requirements, thereby increasing the risk of successful litigations against the Company in the United States and in foreign jurisdictions. These litigation risks are often difficult to assess or quantify and could have a material adverse effect on our business, financial condition or results of operations.

•We may not have adequate insurance or reserves to cover these risks, and the existence and magnitude of these risks often remains unknown for substantial periods of time and could have a material adverse effect on our business, financial condition or results of operations.

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~~Our acquisitions and other strategic transactions may not produce anticipated results.~~

We have made and expect to continue to make acquisitions or enter into other strategic transactions to strengthen our business and grow our Company. Such transactions present significant challenges and risks.

~~The market for acquisition targets and other strategic transactions is highly competitive, especially in light of industry consolidation, which may affect our ability to complete such transactions.~~

If we are unsuccessful in completing such transactions or if such opportunities for expansion do not arise, our business, financial condition or results of operations could be materially adversely affected.

If such transactions are completed, the anticipated growth and other strategic objectives of such transactions may not be fully realized, and a variety of factors may adversely affect any anticipated benefits from such transactions. For instance, the process of integration may require more resources than anticipated, we may assume unintended liabilities, there may be unexpected regulatory and operating difficulties and expenditures, we may fail to retain key personnel of the acquired business and such transactions may divert management’s focus from other business operations.

The anticipated benefits from an acquisition or other strategic transaction may not be realized fully, or may take longer to realize than expected. As a result, the failure of acquisitions and other strategic transactions to perform as expected could have a material adverse effect on our business, financial condition or results of operations.

Changes in the volume of securities issued and traded in domestic and/or global capital markets, asset levels and flows into investment products, changes in interest rates and volatility in the financial markets, and volatility in the commodities markets could have a material adverse effect on our business, financial condition or results of operations.

~~Our business is impacted by general economic conditions and volatility in the United States and world financial markets.~~

Therefore, since a significant component of our credit-rating based revenue is transaction-based, and is essentially dependent on the number and dollar volume of debt securities issued in the capital markets, unfavorable financial or economic conditions that either reduce investor demand for debt securities or reduce issuers’ willingness or ability to issue such securities could reduce the number and dollar volume of debt issuances for which Ratings provides credit ratings.

Our Indices business is impacted by market volatility, asset levels of investment products tracking indices, and trading volumes of certain exchange traded derivatives. A decrease in our revenues attributable to these products could have a material adverse effect on our business, financial condition or results of operations. Volatile capital markets, as well as changing investment styles, among other factors, may influence an investor’s decision to invest in and maintain an investment in an index-linked investment product.

Increases in interest rates or credit spreads, volatility in financial markets or the interest rate environment, significant political or economic events, defaults of significant issuers and other market and economic factors may negatively impact the general level of debt issuance, the debt issuance plans of certain categories of borrowers, the level of derivatives trading and/or the types of credit-sensitive products being offered, any of which could have a material adverse effect on our business, financial condition or results of operations.

Our Platts business is impacted by volatility in the commodities markets. Weak economic conditions, especially in our key markets, including the energy industry, could reduce demand for our products, impacting our revenues and margins. As a result of volatility in commodity prices and trading activity in physical commodities and commodities derivatives, we may encounter difficulty in achieving sustained market acceptance of past or future contract terms, which could have a material adverse effect on our financial position, results of operations and cash flows.

Any weakness in the macroeconomic environment could constrain customer budgets across the markets we serve, potentially leading to a reduction in their employee headcount and a decrease in demand for our subscription-based products.

Increasing regulation of our Ratings business in the United States, Europe and elsewhere can increase our costs of doing business and therefore could have a material adverse effect on our business, financial condition or results of operations.

•The financial services industry is highly regulated, rapidly evolving and subject to the potential for increasing regulation in the United States, Europe and elsewhere. The businesses conducted by Ratings are in certain cases regulated under the Credit Rating Agency Reform Act of 2006 (the “Reform Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), and/or the laws of the states or other jurisdictions in which they conduct business.

•In the past several years, the U.S. Congress, the International Organization of Securities Commissions ("IOSCO"), the SEC, ~~and~~ the European Commission, including through the European Securities Market Authority ("ESMA") and the UK Financial Conduct Authority (“FCA”), as well as regulators in other countries in which Ratings operates, have been reviewing the role of rating agencies and their processes and the need for greater oversight or regulations concerning the issuance of credit ratings or the activities of credit rating agencies. Other laws, regulations and rules relating to credit rating agencies are being considered by local, national and

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multinational bodies and are likely to continue to be considered in the future, including provisions seeking to reduce regulatory and investor reliance on credit ratings, and liability standards applicable to credit rating agencies.

•These laws and regulations, and any future ~~rulemaking,~~rule-making, could result in reduced demand for credit ratings and increased costs, which we may be unable to pass through to customers. In addition, there may be uncertainty over the scope, interpretation and administration of such laws and regulations. We may be required to incur significant expenses and/or take actions inconsistent with our business objectives in order to comply with such laws and regulations and to mitigate the risk of fines, penalties or other sanctions. Legal proceedings could become increasingly lengthy and there may be uncertainty over and exposure to liability. It is difficult to accurately assess the future impact

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of legislative and regulatory requirements on our business and our customers’ businesses, and they may affect Ratings’ communications with issuers as part of the rating assignment process, alter the manner in which Ratings’ ratings are developed, affect the manner in which Ratings or its customers or users of credit ratings operate, impact the demand for ratings and alter the economics of the credit ratings business. Each of these developments increases the costs and legal risk associated with the issuance of credit ratings and may have a material adverse effect on our operations, profitability and competitiveness, the demand for credit ratings and the manner in which such ratings are utilized.

•Additional information regarding rating agencies is provided under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report on Form 10-K.

Our Indices and ~~Market and Commodities Intelligence~~Platts businesses are subject to new and evolving regulatory regimes in Europe and the potential for increased or changing ~~regulation~~regulations in the United States ~~Europe~~ and ~~elsewhere, which~~elsewhere. Our Indices business is subject to a new regulatory regime in Australia. Our Indices and Platts businesses are subject to additional regulation in Europe. This changing regulatory landscape can increase our exposure, compliance risk and costs of doing business globally and therefore could have a material adverse effect on our business, financial condition or results of operations.

•In addition to the extensive and evolving U.S. laws and regulations, foreign jurisdictions ~~principally in Europe,~~ have taken measures to increase regulation of the financial services and commodities industries.

•In October of 2012, IOSCO issued its Principles for Oil Price Reporting Agencies ("PRA Principles"), which IOSCO states are intended to enhance the reliability of oil price assessments that are referenced in derivative contracts subject to regulation by IOSCO members. Platts has taken steps to align 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.

•In July of 2013, IOSCO issued its Principles for Financial Benchmarks ("Financial Benchmark Principles"), which are intended to promote the reliability of the benchmark ~~determinations, and address~~determination process by setting standards related to benchmark governance, benchmark quality, transparency and accountability mechanisms, including with regard to the indices and benchmarks 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 ~~such alignment.~~its adherence to the Financial Benchmark Principles.

•The benchmark industry is subject to ~~the new~~ regulation in the ~~European Union~~EU (the “EU Benchmark Regulation”) as well as ~~potential increased~~the evolving regulation of financial and commodity benchmarks in other jurisdictions. The EU Benchmark Regulation was published on June 30, 2016, with provisions applicable to Indices and Platts, effective from January 1, 2018. ESMA ~~has~~ published additional guidance clarifying that existing benchmark administrators such as ~~Indices and~~ Platts ~~may~~could utilize the transitional provisions contained in the EU Benchmark Regulation, which ~~provides~~provided them two (2) years to implement and seek authorization by an EU National Competent Authority by January 1, 2020, with their respective benchmark activities in Europe. Indices and Platts are now both supervised by the Netherlands Authority for the Financial Markets. This legislation will likely cause additional operating obligations, greater compliance risk and costs for Indices and Platts but they are not expected to be material at this time.

•Indices is subject to the benchmark regulation in Australia under which it is required to obtain a license from and be subject to the supervision of the Australian Securities and Investment Commission regarding its administration of the S&P ASX 200 index. This legislation will likely cause additional operating obligations, greater compliance risk and costs for Indices but they are not expected to be material at this time, although the exact impact remains unclear.

•The ~~EU has finalized a~~EU's package of legislative measures called the Markets in Financial Instruments Directive and Regulation (collectively "MiFID II")~~, which revise~~ entered into force in 2014, revising and ~~update~~updating the ~~existing~~prior Markets in Financial Instruments Directive (2004) and its associated secondary legislation. The substantive provisions of MiFID II ~~entered into force on July 2, 2014, and the substantive provisions~~ apply in all EU Member States ~~as of January 3,~~since 2018. MiFID II includes provisions that, among other things: (i) mandate ~~new~~ conditions and requirements on the licensing of benchmarks for the purposes of clearing related securities and provide for non-discriminatory access to exchanges and clearing houses for this purpose; (ii) modify the categorization and treatment of certain classes of derivatives; (iii) expand the categories of trading venues that are subject to regulation; (iv) require the unbundling of investment research from other services, including execution services, and direct that investment firms must pay for research either out of a dedicated research payment account which is paid for by clients or from the investment firm’s profits; and (v) provide for the mandatory trading of certain derivatives on exchanges (complementing the mandatory derivative clearing requirements in the EU Market Infrastructure Regulation of 2011, or EMIR). The ~~introduction of the~~ MiFID II package may result in changes to the manner in which S&P Dow Jones Indices and Platts license their indices and price assessments, respectively, and could also have an indirect impact on the credit ratings and third-party research products offered by other divisions of the Company for use within the EU. MiFID II and the Market Abuse Regulation (“MAR”) may impose additional regulatory burdens on the activities of S&P Dow Jones Indices and ~~Market and Commodities Intelligence~~Platts in the EU, although the exact impact and costs are not yet known.

~~Market and Commodities Intelligence operates regulated investment advisory businesses~~

Our international business activities must comport with U.S. international trade restraints, including economic sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls.

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•As a global company headquartered in the ~~United States~~U.S., we are subject to U.S. laws and regulations, including economic sanction laws. These laws include prohibitions or restrictions on the ~~European Union. This~~sale or supply of certain products and services to embargoed or sanctioned countries, regions, governments, persons and entities.

•Embargoes and sanctions laws are changing rapidly for certain geographies, including with respect to Iran, Russia, and Venezuela. These embargoes and sanctions laws may affect our ability to continue to market and/or sell our products and services into these geographies and in turn adversely impact our revenue from such geographies.

•Additional international trade restraints may be promulgated at any time and may require changes to our operations and increase our risk of noncompliance.

•Failure to comply with these laws and regulations can result in significant fines and penalties and related material adverse effects on our reputation, business, financial condition and results of operations.

Our acquisitions and other strategic transactions may not produce anticipated results.

•In addition to the Merger, we have made and expect to continue to make acquisitions or enter into other strategic transactions to strengthen our business and grow our Company. Such transactions present significant challenges and risks, as the market for acquisitions and other ~~Market~~strategic transactions is highly competitive, especially in light of industry consolidation, which may affect our ability to complete such transactions.

•If we are unsuccessful in completing such transactions or if such opportunities for expansion do not arise, our business, financial condition or results of operations could be materially adversely affected.

•If such transactions are completed, the anticipated growth and ~~Commodities Intelligence businesses~~other strategic objectives of such transactions may ~~increasingly become~~not be fully realized or may take longer to realize than expected, and a variety of factors may adversely affect any anticipated benefits from such transactions. For instance, the process of integration may require more resources than anticipated, we may assume unintended liabilities, there may be unexpected regulatory and operating difficulties and expenditures, we may fail to retain key personnel of the acquired business and such transactions may divert management’s focus from other business operations.

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~~subject~~acquisitions and other strategic transactions to ~~new or more stringent regulations that will increase the cost of doing business, which~~perform as expected could have a material adverse effect on our business, financial condition or results of operations.

~~Recent and future legislation, regulatory reform or policy changes under the current U.S. administration could have a material effect on our business and results of operations.~~

The recently enacted tax reform in the United States significantly changes the tax rules applicable to U.S. domiciled corporations. Changes such as lower corporate tax rates, full expensing for qualified property, taxation of offshore earnings, limitations on interest expense deductions, and changes to the municipal bond tax exemption may impact demand for our products and services. At this time, we cannot assess what the overall effect of such legislation could be on our results of operations or cash flows.

Other legislation, regulatory reform or policy changes under the current U.S. administration, such as financial services regulatory reform, U.S. oil deregulation, government-sponsored enterprise (GSE) reform and increased infrastructure spending could impact our business. At this time, we cannot predict the scope or nature of these changes or assess what the overall effect of such potential changes could be on our results of operations or cash flows.

Regulatory changes and economic conditions leading up to and following the United Kingdom’s withdrawal from the European Union could have a material adverse effect on our business and results of operations.

Voters in the United Kingdom ("UK") approved an exit from the EU via a referendum on June 23, 2016. On March 29, 2017, the UK invoked Article 50 of the Treaty on the European Union, commencing the process to leave the EU (“Brexit”). Negotiations on the terms of the UK’s future relationship with the EU are ongoing, with the UK due to exit the EU on March 29, 2019.

Any impact from Brexit on the Company will depend, in part, on the outcome of tariff, trade and other negotiations. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations between the UK and the EU as the UK determines which EU laws to replace or replicate and the EU determines how to treat regulated activities (e.g., the activities of credit rating agencies) originating in the UK. Our businesses are subject to increasing regulation of the financial services and commodities industries in Europe. Potential changes in EU regulation and/or additional regulation in the UK could cause additional operating obligations and increased costs for our businesses.

~~Changes to UK immigration policy as a result of Brexit could adversely affect our ability to retain talent for our European operations.~~

~~Any of these effects of Brexit, and others we cannot anticipate, could adversely affect our business, business opportunities, results of operations, financial condition and cash flows.~~

We may become subject to liability based on the use of our products by our clients.

•Some of our products support the investment processes and other activities of our clients, which, in the aggregate, manage trillions of dollars of assets. Use of our products as part of such activities, including the investment process, creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us for very significant dollar amounts, which could have a material adverse effect on our business, financial condition or results of operations.

•The products we develop or license, and the proprietary methodologies, models and processes on which these products rely, may contain undetected errors or defects, despite testing and/or other quality assurance practices. Such errors may exist during any part of a product’s life cycle and may persist notwithstanding testing and/or other quality assurance practices. Ineffective or insufficient collaboration within the Company increases the risk that such errors may not be detected. Deploying products containing such errors may damage our reputation, and the costs associated with remediating such errors may have an impact on our profitability.

•Any ~~such~~ claim relating to our products, even if the outcome were to be ultimately favorable to us, would involve a significant commitment of our management, personnel, financial and other resources and could have a negative impact on our reputation. In addition, such claims and lawsuits could have a material adverse effect on our business, financial condition or results of operations.

Increased competition could result in a loss of market share or revenue.

•The markets for credit ratings, financial research, ~~investment advisory services,~~ market data, index-based products, and commodities price assessments and related news and information about these markets are intensely competitive. Ratings, Market ~~and Commodities~~ Intelligence, Platts and Indices compete domestically and internationally on the basis of a number of factors, including the quality of their ~~ratings, data, research and advisory services,~~offerings, client service, reputation, price, geographic scope, range of products and technological innovation.

•While our businesses face competition from traditional content and analytics providers (including exchanges), we also face competition from non-traditional providers, such as ~~exchanges,~~ asset managers, investment banks and technology-led companies that are adding content and analytics capabilities to their core businesses.

•In addition, in some of the countries in which Ratings competes, governments may provide financial or other support to locally-based rating agencies and may from time to time establish official credit rating agencies, credit ratings criteria or procedures for evaluating local issuers.

•Sustained downward pressure on oil and other commodities prices and trading activity in those markets could have a material adverse effect on the rate of growth of Platts’ revenue, including subscription and licensing fees.

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Introduction of new or enhanced products orand services could impact our profitability.

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•We operate in highly competitive markets that continue to change to adapt to customer needs.

•In order to maintain a competitive position, we must continue to invest in new offerings and enhancements, including new ways to deliver our products and services.

•These new or enhanced offerings resulting from our investments may not achieve market acceptance, may not be profitable or may be less profitable than what we have experienced historically.

•We could experience threats to our existing businesses from the rise of new competitors due to the rapidly changing environment in which we operate.

Our ability to develop, adapt, or implement new and improved processes and technology may adversely impact our business, financial condition or results of operations.

•The rapid change of technology is a key feature of all of the markets in which we operate. To succeed in the future, we will need to deploy improved processes and technology to innovate, design, develop, assemble, test, market, and support new products and enhancements to our existing products in a timely and cost-effective manner.

•Innovation and constant development in support of new products and enhancements to existing products calls for the implementation of new and improved processes and technologies that require related change management efforts.

The products we develop or license may contain undetected errors or defects despite testing. Such errors may exist during any part of a product’s life cycle and may persist notwithstanding extensive testing. Deploying products containing such errors may damage our reputation and the costs associated with remediating such errors may have an impact on our profitability.

While we employ a certain level of internal and external resources to mitigate the risks associated with implementing process and technology improvements, we may face unexpected challenges in execution that may require more management attention than expected, thus diverting management time and energy from other businesses. The foregoing and other unforeseen factors could also result in business being disrupted for a period of time as well as additional commitments of financial resources.

•Enhancing existing products and developing new products often requires effective collaboration across various functions and business lines of the Company. Ineffective or insufficient collaboration across functions and business lines decreases our ability to expand geographically, enhance products, innovate, increase sales, leads to brand confusion and may result in a material adverse effect on our financial condition or results of operations.

A significant increase in operating costs and expenses could have a material adverse effect on our profitability.

•Our major expenditures include employee compensation and capital investments.

•We offer competitive salary and benefit packages in order to attract and retain the quality employees required to grow and expand our businesses. Compensation costs are influenced by general economic factors, including those affecting the cost of health insurance and postretirement benefits, and any trends specific to the employee skill sets we require.

•We make significant investments in information technology data centers and other technology initiatives and we cannot provide assurances that such investments will result in increased revenues.

•Although we believe we are prudent in our investment strategies and execution of our implementation plans, there is no assurance as to the ultimate recoverability or effectiveness of these investments. Despite our existing strategies and while not material to our operations, we did experience increased attrition in 2021.

Increased availability of free or relatively inexpensive information sources may reduce demand for our products and could have a material adverse effect on our business, financial condition or results of operations.

•In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and advances in public cloud computing and open source software ~~may~~is expected to continue.

•Public sources of free or relatively inexpensive information ~~may~~can reduce demand for our products and services. Demand could also be reduced as a result of cost-cutting initiatives at certain companies and organizations. Although we believe our products are enhanced by our analysis, tools and applications, our financial results may be adversely affected if our customers choose to use these public sources as a substitute for our products or services.

Consolidation of customers as well as staffing levels across our customer base could impact our available markets and revenue growth.

•Our businesses have a customer base which is largely comprised of members from the corporate, financial services and commodities industries. The consolidation of customers resulting from mergers and acquisitions across these industries can result in reductions in the number of firms and workforce which can impact the size of our customer base.

•Our customers that strive to reduce their operating costs may seek to reduce their spending on our products and services. If a large number of smaller customers or a critical number of larger customers reduce their spending with us, our business, financial condition or results of operations could be materially and adversely affected.

•Alternatively, customers may use other strategies to reduce their overall spending on financial and commodity market products and services by consolidating their spending with fewer vendors, including by selecting other vendors with

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lower-cost offerings, or by self-sourcing their need for financial and commodity market products and services. If customers elect to consolidate their spending on financial and commodity market products and services with other

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vendors and not us, if we lose business to lower priced competitors, or if customers elect to self-source their product and service needs, our business, financial condition or results of operations could be materially and adversely affected.

•A material portion of our revenues in our Indices business is concentrated in some of our largest customers, who have significant assets under management in index funds and exchange-traded funds. A loss of a substantial portion of revenue from our largest customers could have a material and adverse effect on our business, financial condition or results of operations.

If we lose key outside suppliers of data and products or if the data or products of these suppliers have errors or are delayed, we may not be able to provide our clients with the information and products they desire.

•Our ability to produce our products and develop new products is dependent upon the products of other suppliers, including certain data, software and service suppliers. Some of our products and their related value are dependent upon updates from our data suppliers and most of our information and data products are dependent upon continuing access to historical and current data.

•We utilize certain data provided by third-party data sources in a variety of ways, including large volumes of data from certain stock exchanges around the world.

•If the data from our suppliers has errors, is delayed, has design defects, is unavailable on acceptable terms or is not available at all, it could have a material adverse effect on our business, financial condition or results of operations.

•Some of our agreements with data suppliers allow them to cancel on short notice. Termination of one or more of our significant data agreements or exclusion from, or restricted use of, or litigation in connection with, a data provider’s information could decrease the available information for us to use (and offer our clients) and could have a material adverse effect on our business, financial condition or results of operations.

Certain types of information we collect, compile, use, and publish, including offerings in our Market and Commodities Intelligence business, are subject to regulation by governmental authorities in jurisdictions in which we operate. In addition, there is increasing concern among certain privacy advocates and government regulators regarding marketing and privacy matters, particularly as they relate to individual privacy interests.

There has been increased public attention regarding the use of personal information and data transfer, accompanied by legislation and regulations intended to strengthen data protection, information security and consumer and personal privacy. The law in these areas continues to develop and the changing nature of privacy laws in the U.S., the European Union and elsewhere could impact our processing of personal and sensitive information of our employees, vendors and customers. The European Union adopted a comprehensive General Data Privacy Regulation (the “GDPR”) in May 2016 that will replace the current EU Data Protection Directive and related country-specific legislation. The GDPR will become fully effective in May 2018. GDPR requires companies to satisfy new requirements regarding the handling of personal and sensitive data, including its use, protection and the ability of persons whose data is stored to correct or delete such data about themselves.

Failure to comply with GDPR requirements could result in penalties of up to 4% of worldwide revenue. GDPR and other similar laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease existing business practices.

Continued privacy concerns may result in new or amended laws and regulations. Future laws and regulations with respect to the collection, compilation, use, and publication of information and consumer privacy could result in limitations on our operations, increased compliance or litigation expense, adverse publicity, or loss of revenue, which could have a material adverse effect on our business, financial condition, and results of operations. It is also possible that we could be prohibited from collecting or disseminating certain types of data, which could affect our ability to meet our customers’ needs.

Our ability to protect our intellectual property rights could impact our competitive position.

•We consider many of our products and services to be proprietary. Failure to protect our intellectual property adequately could harm the value of and revenue generated by such assets as well as our reputation and affect our ability to compete effectively. Businesses we acquire may also have intellectual property portfolios which increase the complexity of managing our intellectual property portfolio and protecting our competitive position.

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•Our products contain intellectual property delivered through a variety of digital and other media. Our ability to achieve anticipated results depends in part on our ability to defend our intellectual property rights against infringement and misappropriation. Our business, financial condition or results of operations could be materially and adversely affected by inadequate or changing legal and technological protections for intellectual property and proprietary rights in some jurisdictions and markets. For example, we do business in a number of countries included on the Priority Watch List maintained by the Office of the United States Trade Representative and which are currently thought to afford less protection to intellectual property rights generally than some other jurisdictions. The lack of strong patent and other intellectual property protection in such jurisdictions referenced above may significantly increase our vulnerability as regards unauthorized disclosure or use of our intellectual property and undermine our competitive position.

•Our products also contain intellectual property of third party sources. Any violation by us of the intellectual property rights of such third parties could result in termination of the relevant source agreement, litigation and reputational damage which could materially and adversely affects our business, financial condition or results of operations.

~~We are exposed~~Future legislation, regulatory reform or policy changes, especially abrupt changes, could have a material effect on our business and results of operations.

Future legislation, regulatory reform or policy changes, such as financial services regulatory reform, U.S. oil regulation, government-sponsored enterprise reform and increased infrastructure spending and significant changes in trade policy (including sanctions), could impact our business. Changes in legislation, regulation or policy increase the likelihood that we will fail to ~~multiple risks associated with~~appropriately adapt to changes in our compliance obligations, particularly when such changes happen abruptly, such as following a change in government. Any of the ~~global~~forgoing changes could impact our results of operations and cash flows directly; such changes may also impact our business by creating increased volatility and uncertainty in the financial and commodities markets. At this time, we cannot predict the scope or nature of these changes or assess what the overall effect of such potential changes could be on our ~~operations.~~results of operations or cash flows.

~~The geographic breadth of our activities subjects us~~Regulatory changes and economic conditions relating to ~~significant legal, economic, operational, market, compliance and reputational risks. These include, among others, risks relating to:~~


▪	~~economic and political conditions around the world,~~


▪	~~inflation,~~


▪	~~fluctuation in interest rates and currency exchange rates,~~


▪	~~limitations that foreign governments may impose on the conversion of currency or the payment of dividends or other remittances to us from our non-U.S. subsidiaries,~~


▪	~~differing accounting principles and standards,~~


▪	~~unexpected increases in taxes or changes in U.S. or foreign tax laws,~~


▪	potential costs and difficulties in complying with a wide variety of foreign laws and regulations (including tax systems) administered by foreign government agencies, some of which may conflict with U.S. or other sources of law,


▪	~~changes in applicable laws and regulatory requirements,~~


▪	~~the possibility of nationalization, expropriation, price controls and other restrictive governmental actions,~~


▪	~~competition with local rating agencies that have greater familiarity, longer operating histories and/or support from local governments or other institutions,~~


▪	~~civil unrest, terrorism, unstable governments and legal systems, and other factors.~~

~~Adverse developments in any of these areas~~the United Kingdom’s withdrawal from the EU could have a material adverse effect on our business ~~financial condition or~~and results of operations.

~~Additionally, we~~

•The United Kingdom’s exit from the EU on January 31, 2020 (“Brexit”) could lead to legal uncertainty and potentially divergent national laws and regulations between the UK and the EU as the UK determines which EU laws to replace or replicate and the EU determines how to treat regulated activities (e.g., the activities of credit rating agencies) originating in the UK. Our businesses are subject to ~~complex U.S., European~~increasing regulation of the financial services and ~~other local laws and regulations that are applicable to our operations abroad, including trade sanctions laws, anti-corruption and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and~~commodities industries in Europe. Potential changes in EU regulation, divergent interpretations by the UK ~~Bribery Act 2010, anti-money laundering~~ of any replicated EU

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laws and/or additional regulation in the UK could cause additional operating obligations and ~~other~~increased costs for our businesses.

•Changes to UK immigration policy as a result of Brexit could adversely affect our ability to retain talent for our European operations.

•Any of these effects of Brexit, and others we cannot anticipate, could adversely affect our business, business opportunities, results of operations, financial ~~crimes laws. Although~~condition and cash flows. The lack of certainty creates the risk that notwithstanding that we have ~~implemented internal controls, policies and procedures and employee training and compliance programs~~devoted valuable resources to ~~deter prohibited practices, such measures~~a thorough preparation for the impact of Brexit on our European operations, we may not be effective in preventing employees, contractors or agents from violating or circumventing such internal policies and violating applicable laws and regulations. Any determination that we have violated trade sanctions, anti-bribery or anti-corruption laws could have a material adverse effect on our business, financial condition or results of operations.adequately prepared for an unforeseen outcome.

Compliance with international and U.S. laws and regulations that apply to our international operations increases the cost of doing business in foreign jurisdictions. Violations of such laws and regulations may result in fines and penalties, criminal sanctions, administrative remedies, or restrictions on business conduct and could have a material adverse effect on our reputation, our ability to attract and retain employees, our business, financial condition or results of operations.

Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

~~Should~~•In addition to the COVID-19 Risks outlined above, should we experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, terrorist attack, another outbreak of pandemic or contagious diseases, security breach, ~~cyberattack,~~cyber attack, data breach, power loss, telecommunications failure or other natural or man-made disaster, our ability to continue to operate will depend, in part, on the availability of our personnel, our office facilities and the proper functioning of our computer, telecommunication and other related systems and operations. In such an event, we could experience operational challenges with regard to particular areas of our operations, such as key executive officers or personnel, that could have a material adverse effect on our business.

•We regularly assess and take steps to improve our existing business continuity plans and key management succession. However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and result in material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.

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Outsourcing certain aspects of our business could result in disruption and increased costs.

•We have outsourced certain functions to third-party service providers to leverage leading specialized capabilities and achieve cost ~~efficiencies.~~efficiencies, and such functions may be further outsourced. Outsourcing these functions involves the risk that the third-party service providers may not perform to our standards or legal requirements, may not produce reliable results, may not perform in a timely manner, may not maintain the confidentiality of our proprietary information, or may fail to perform at all. Failure of these third parties to meet their contractual, regulatory, confidentiality, or other obligations to us could result in material financial loss, higher costs, regulatory actions and reputational harm.

•Outsourcing these functions also involves the risk that the third-party service providers may not maintain adequate physical, technical and administrative safeguards to protect the security of our confidential information and data. Failure of these third parties to maintain these safeguards could result in unauthorized access to our systems or a system or network disruption that could lead to improper disclosure of confidential information or data, regulatory penalties and remedial costs.

•We also rely on the business infrastructure and systems of third parties with whom we do business and to whom we outsource the maintenance and development of operational and technological functionality, including third-party cloud infrastructure. Our cloud infrastructure providers, or other service providers, could experience system breakdowns or failures, outages, downtime, ~~cyberattacks,~~cyber attacks, adverse changes to financial condition, bankruptcy or other adverse conditions, which could have a material adverse effect on our business and reputation. Thus, our plans to increase the amount of our infrastructure that we outsource to “the cloud” or to other third parties may increase our risk exposure.

We rely heavily on network systems and the Internet and any failures or disruptions may adversely affect our ability to serve our customers.

•Many of our products and services are delivered electronically, and our customers rely on our ability to process transactions rapidly and deliver substantial quantities of data on computer-based networks. Our customers also depend on the continued capacity, reliability and security of our electronic delivery systems, our websites and the Internet.

•Our ability to deliver our products and services electronically may be impaired due to infrastructure or network failures, malicious or defective software, human error, natural disasters, service outages at third-party Internet providers or increased government regulation.

•Delays in our ability to deliver our products and services electronically may harm our reputation and result in the loss of customers. In addition, a number of our customers entrust us with storing and securing their data and information on our servers.

•Although we have disaster recovery plans that include backup facilities for our primary data centers, our systems are not always fully redundant, and our disaster planning may not always be sufficient or effective. As such, these disruptions may affect our ability to store, handle and secure such data and information.

Our operations and infrastructure may malfunction or fail, which could have a material adverse effect on our business, financial condition or results of operations.

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•Our ability to conduct business may be materially and adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which we are located, including New York City, the location of our headquarters, and major cities worldwide in which we have offices.

•This may include a disruption involving physical or technological infrastructure used by us or third parties with or through whom we conduct business, whether due to human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, intentional acts of vandalism, acts of terrorism, political unrest, war or otherwise. Our efforts to secure and plan for potential disruptions of our major operating systems may not be successful.

•We rely on our information technology environment and certain critical databases, systems and applications to support key product and service offerings. We believe we have appropriate policies, processes and internal controls to ensure the stability of our information technology, provide security from unauthorized access to our systems and maintain business continuity, but our business could be subject to significant disruption and our business, financial condition or results of operations could be materially and adversely affected by unanticipated system failures, data corruption or unauthorized access to our systems.

•We also do not have fully redundant systems for most of our smaller office locations and low-risk systems, and our disaster recovery plan does not include restoration of non-essential services. If a disruption occurs in one of our locations or systems and our personnel in those locations or those who rely on such systems are unable to utilize other systems or communicate with or travel to other locations, such persons’ ability to service and interact with our clients and customers may suffer.

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•We cannot predict with certainty all of the adverse effects that could result from our failure, or the failure of a third party, to efficiently address and resolve these delays and interruptions. A disruption to our operations or infrastructure could have a material adverse effect on our business, financial condition or results of operations.

~~We are exposed to risks related to cybersecurity and protection of confidential information.~~

Our operations rely on the secure processing, storage and transmission of confidential, sensitive and other types of data and information in our computer systems and networks and those of our third-party vendors.

All of our businesses have access to material non-public information concerning the Company’s customers, including sovereigns, corporate issuers and other third parties around the world, the unauthorized disclosure of which could affect the trading markets for such customers’ securities and could damage such customers’ competitive positions. The cyber risks the Company faces range from cyberattacks common to most industries, to more sophisticated and targeted attacks intended to obtain unauthorized access to certain information or systems due in part to our prominence in the global marketplace, such as our ratings on debt issued by sovereigns and corporate issuers, or the composition of our indices. Unauthorized disclosure of this information could cause our customers to lose faith in our ability to protect their confidential information and therefore cause customers to cease doing business with us.

Breaches of our or our vendors’ systems and networks, whether from circumvention of security systems, denial-of-service attacks or other cyberattacks, hacking, computer viruses or malware, employee error, malfeasance, physical breaches or other actions, may cause material interruptions or malfunctions in our or such vendors’ websites, applications or data processing, or may compromise the confidentiality and integrity of material information regarding us, our business or our customers.

Misappropriation, improper modification, destruction, corruption or unavailability of our data and information due to cyber incidents, attacks or other security breaches could damage our brand and reputation, result in litigation and regulatory actions, and lead to loss of customer confidence in our security measures and reliability, which would harm our ability to retain customers and gain new ones.

Although S&P Global and its affiliates devote significant resources to maintain and regularly update their systems and processes that are designed to protect the security of our computer systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to the enterprise and our customers, clients and employees, there is no assurance that all of our security measures will provide absolute security.

Measures that we take to avoid or mitigate material incidents can be expensive, and may be insufficient, circumvented, or become obsolete. Any material incidents could cause us to experience reputational harm, loss of customers, regulatory actions, sanctions or other statutory penalties, litigation or financial losses that are either not insured against or not fully covered through any insurance maintained by us, and increased expenses related to addressing or mitigating the risks associated with any such material incidents.

Cyber threats are rapidly evolving and are becoming increasingly sophisticated. Despite our efforts to ensure the integrity of our systems, as cyber threats evolve and become more difficult to detect and successfully defend against, one or more cyber threats might defeat the measures that we or our vendors take to anticipate, detect, avoid or mitigate such threats. Certain techniques used to obtain unauthorized access, introduce malicious software, disable or degrade service, or sabotage systems may be designed to remain dormant until a triggering event and we may be unable to anticipate these techniques or implement adequate preventative measures since techniques change frequently or are not recognized until launched, and because cyberattacks can originate from a wide variety of sources.

If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and could result in damage to our reputation and a loss of confidence in the security of our products and services.

The theft, loss, or misuse of personal data collected, used, stored, or transferred by us to run our business could result in significantly increased security costs or costs related to defending legal claims. Global privacy legislation, enforcement, and policy activity in this area are rapidly expanding and creating a complex regulatory compliance environment. Costs to comply with and implement these privacy-related and data protection measures could be significant. In addition, if despite our best efforts an inadvertent failure to comply with federal, state, or international privacy-related or data protection laws and regulations should occur, this could result in proceedings against us by governmental entities or others.

Given the extent to which our businesses are privy to material non-public information concerning the Company’s customers, our data could be improperly used, including for insider trading by our employees and third party vendors with access to key systems. It is not always possible to deter misconduct by employees or third party vendors. The precautions we take to detect and prevent such activity, including implementing and training on insider trading policies for our employees and contractual obligations for our third party vendors, may not be effective in all cases. Any breach of our clients’ confidences as a result of employee or third party vendor misconduct could harm our reputation.

~~Any of the foregoing could have a material adverse effect on our business, financial condition or results of operations.~~

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Inability to attract and retain key qualified personnel could have a material adverse effect on our business and results of operations.

The development, maintenance and support of our products and services are dependent upon the knowledge, experience and ability of our highly skilled, educated and trained employees. Accordingly, our business is dependent on successfully attracting, retaining and ~~retaining~~training talented ~~employees.~~employees in a highly competitive business environment. If the Company is less successful in its recruiting efforts, or if it is unable to retain key employees, its ability to develop and deliver successful products and services or achieve strategic goals may be adversely affected.

Our ~~brand~~reputation, credibility, and ~~reputation~~brand are key assets and competitive advantages of our Company and our business may be affected by how we are perceived in the marketplace.

•Our reputation, credibility, and the strength of our brand are key competitive strengths.

•Given our role in the financial and commodities markets, our ability to attract and retain customers is uniquely affected by external perceptions of our ~~brand~~reputation, credibility, and ~~reputation.~~ brand.

•We provide credit ratings, pricing and valuation services, benchmark products, and indices, many of which depend on contributions or inputs from third parties or market participants. Our customers and other market participants expect us to be able to demonstrate that our products and services are produced independently and are not readily subject to manipulation. We believe our products and services are designed with appropriate methodologies, processes, and procedures to maintain independence and integrity; however, we may not be able to prevent third parties or market participants from working together or colluding to try to manipulate their inputs and thus the resulting outputs of our products and services. From time to time, we are involved in third-party investigations or litigation related to the commodities and asset classes our products and services serve. Any failures, negative publicity, investigations, or lawsuits that implicate the independence and integrity of our pricing and valuation services, benchmarks, and indices could result in a loss of confidence in the administration of these products and services and could harm our reputation and our business.

•Negative perceptions or publicity could damage our reputation with customers, prospects, regulators, and the public generally, which could negatively impact, among other things, our ability to attract and retain customers, employees and suppliers, as well as suitable candidates for acquisition or other combinations.

•Damage to our reputation, credibility, and brand could have a material adverse effect on our business and results of operations.

Our expansion into and investments in new markets may not be successful.

We believe there remains significant opportunity to expand our business into major geographic and product markets (including China and ESG, respectively), and we are in the process of such expansion efforts. Expansion into new markets requires significant levels of investment and attention from management. There can be no assurance that these markets will develop as anticipated or that we will have success in these markets, and if we do not, we may be unable to recover our investment spent to expand our business into these markets and may forgo opportunities in more lucrative markets, which could adversely impact our business, financial condition and results of operations.

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We are exposed to multiple risks associated with the global nature of our operations.

•The geographic breadth of our activities subjects us to significant legal, economic, operational, market, compliance and reputational risks. These include, among others, risks relating to:

◦economic and political conditions around the world,

◦inflation,

◦fluctuation in interest rates and currency exchange rates,

◦limitations that foreign governments may impose on the conversion of currency or the payment of dividends or other remittances to us from our non-U.S. subsidiaries,

◦differing accounting principles and standards,

◦increases in taxes or changes in U.S. or foreign tax laws, including the possible increase in the U.S. corporate income tax rate and other changes in tax policy proposed by the Biden administration,

◦potential costs and difficulties in complying with a wide variety of foreign laws and regulations (including tax systems) administered by foreign government agencies, some of which may conflict with U.S. or other sources of law,

◦changes in applicable laws and regulatory requirements, including data localization requirements,

◦the possibility of nationalization, expropriation, price controls, withdrawal of licenses to operate, and other restrictive governmental actions,

◦competition with local rating agencies that have greater familiarity, longer operating histories and/or support from local governments or other institutions, and

◦civil unrest, protests, terrorism, unstable governments, geopolitical uncertainties and legal systems, and other factors.

Adverse developments in any of these areas could have a material adverse effect on our business, financial condition or results of operations.

•Additionally, we are subject to complex U.S., European and other local laws and regulations that are applicable to our operations abroad, including trade sanctions laws, anti-corruption and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, anti-money laundering laws, and other financial crimes laws. Our internal controls, policies and procedures and employee training and compliance programs related to these topics may not be effective in preventing employees, contractors or agents from violating or circumventing such internal policies and violating applicable laws and regulations. A determination that we have violated such laws could have a material adverse effect on our reputation, business, financial condition or results of operations.

•Compliance with international and U.S. laws and regulations that apply to our international operations increases the cost of doing business in foreign jurisdictions. Violations of such laws and regulations may result in fines and penalties, criminal sanctions, administrative remedies, or restrictions on business conduct and could have a material adverse effect on our reputation, our ability to attract and retain employees, our business, financial condition or results of operations.

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Item ~~1b.~~ 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our corporate headquarters are located in leased premises located at 55 Water Street, New York, NY 10041. We lease office facilities at 9795 locations; 3125 are in the U.S. In addition, we own real property at 75 locations, of which ~~2 are~~1 is in the U.S. Our properties consist primarily of office space used by each of our segments. We believe that all of our facilities are well maintained and are suitable and adequate for our current needs.

Item 3. Legal Proceedings

For information on our legal proceedings, see Note 13 – Commitments and Contingencies under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.

For the disclosure of environmental proceedings with a governmental entity as a party pursuant to Item 103(c)(3)(iii) of Regulation S-K, we have elected to disclose matters where we reasonably believe such proceeding would result in monetary sanctions, exclusive of interest and costs, of $1.0 million or more.

Item 4. Mine Safety Disclosures

Not applicable.

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Information about our Executive Officers ~~of the Registrant~~

The following individuals are the executive officers of the Company:

Name

Age

Position

Douglas L. Peterson

5963

President and Chief Executive Officer

Ewout L. Steenbergen

4852

Executive Vice President, Chief Financial Officer

Ratings

John L. Berisford

5458

President, S&P Global Ratings

Market ~~and Commodities~~ Intelligence

~~Michael A. Chinn~~Martina L. Cheung

4546

President, S&P Global Market Intelligence ~~& Executive Vice President, Data and Technology Innovation, S&P Global~~

~~Martin E. Fraenkel~~Platts

Saugata Saha

5746

President, S&P Global Platts

~~Martina L. Cheung~~Indices

~~Head of Global Risk Services~~

~~Indices~~Dan Draper

~~Alexander J. Matturri, Jr.~~

Chief Executive Officer, S&P Dow Jones Indices

S&P Global Functions

~~Nicholas D. Cafferillo~~S. Swamy Kocherlakota

4655

~~Chief Technology Officer and Chief Operating Officer, S&P Global Market Intelligence~~

~~Courtney C. Geduldig~~

Executive Vice President, ~~Public Affairs~~

~~S. Swamy Kocherlakota~~

Chief Information Officer

Steven J. Kemps

5357

Executive Vice President, ~~General Counsel~~Chief Legal Officer

Nancy J. Luquette

5256

~~Senior~~Executive Vice President, Chief Risk & ~~Audit~~ Compliance Officer

Dimitra Manis

Executive Vice President, Chief Purpose Officer

Mr. Berisford, prior to becoming President of S&P Global Ratings on November 3, 2015, was Executive Vice President, Human Resources since 2011. Prior to that, he held senior management positions at PepsiCo, including Senior Vice President, Human Resources for Pepsi Beverages Company.

~~Mr. Cafferillo~~Ms. Cheung, prior to becoming ~~Chief Technology Officer on January 1, 2018, was and continues to serve as Chief Operating Officer,~~President, S&P Global Market ~~Intelligence. Prior to joining S&P Global, Mr. Cafferillo~~Intelligence on January 2, 2019, was ~~Chief Operating Officer of SNL Financial LC.~~

~~Ms. Cheung, prior to becoming~~ Head of Global Risk Services, ~~on November 3, 2015,~~S&P Global’s Chief Strategy Officer, and previously held management positions at S&P Global ~~Ratings~~Ratings. She was also Head of S&P Global Sustainable1, and ~~was most recently~~continues to support Sustainable1 as the S&P ~~Global’s Chief Strategy Officer.~~ Global Operating Committee executive sponsor.Prior to joining S&P Global, she worked in the consulting industry, first in Accenture’s Financial Services Strategy group and later as a Partner at Mitchell Madison Consulting.

Mr. ~~Chinn,~~ prior to becoming President, S&P Global Market Intelligence and Executive Vice President, Data and Technology Innovation on January 1, 2018, he was President of Market and Commodities Intelligence since September 2016. Mr. Chinn has been and continues to be President of S&P Global Market Intelligence since September 2015. He was previously Chief Executive Officer of SNL since 2010 and President of SNL since 2000.

~~Mr. Fraenkel~~Draper, prior to becoming ~~President of~~Chief Executive Officer at S&P ~~Global Platts in September 2016, was~~Dow Jones Indices on June 15, 2020, served as Managing Director & Global Head of Content, responsible for leading Platts’ 450-member global editorial and analytics team, as well as being a member of the Platts Executive Committee regarding the division’s strategy and offerings in data, pricing, news and analysis. Exchange Traded Funds at Invesco Distributors Inc. since June 2013.

Mr. ~~Fraenkel joined S&P Global Platts in June 2015 from CME Group, where he was Managing Director and Global Head of Energy.~~

~~Ms. Geduldig~~Kocherlakota, prior to becoming Executive Vice President, Public Affairs on May 1, 2015, was Managing Director, Global Government and Public Policy since 2013, and Vice President of Global Regulatory Affairs at S&P Global Ratings. Prior to that, she was Managing Director and Head of Federal Government Relations at the Financial Services Forum.

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~~Mr. Kocherlakota, prior to becoming~~ Chief Information Officer on January 13, 2020, was Chief Information Officer since January 1, 2018, and was Global Head of Infrastructure & Cloud and Enterprise Services since July, 2017. Prior to that, he was Senior Vice President, Global Head of Technology Operations & Infrastructure at Visa, Inc.

Mr. Kemps, prior to becoming Executive Vice President, Chief Legal Officer, served as Executive Vice President, General Counsel since August 2016 at S&P ~~Global in August 2016,~~Global. He served as Executive Vice President and General Counsel at Quanta Services, where he oversaw all legal affairs and advised the business on regulatory, ethical and compliance matters. Prior to joining Quanta, he served as General Counsel of Hess Retail Corporation and Dean Foods Company.

Ms. Luquette, prior to becoming Executive Vice President, Chief Risk & Compliance Officer on January 9, 2020, was Senior Vice President, Chief Risk & Audit Executive for S&P Global insince June 2016, and prior to that was the Chief Audit Executive for the Company, in which capacity she led the S&P Global Internal Audit function and the Ratings Risk Review function for S&P Global ~~Ratings as the Chief Audit Executive for the Company. She became S&P Global’s Chief Risk & Audit Executive and assumed leadership of the Risk Management function in June 2016.~~Ratings. Before joining the Company, Ms. Luquette was Vice President and General Auditor for Avaya, and prior to that was a Partner in PwC’s Internal Audit and Global Risk Management Services practices.

~~Mr. Matturri~~Ms. Manis, prior to becoming Executive Vice President, Chief Purpose Officer, served as Executive Vice President, Chief People Officer since May 15, 2018 at S&P ~~Dow Jones Indices on July 2, 2012, served as an Executive Managing Director of S&P Indices.~~Global, and was the Chief Human Resources Officer for Revlon Inc. Prior to joining ~~S&P Indices, Mr. Matturri~~Revlon, she served as Senior Vice President for Global Talent at Estée Lauder Companies. She previously worked at OpenLink and ~~Director~~Thomson Reuters.

Table of Global Equity Index Management at Northern Trust Global Investments (NTGI). He previously held management positions with Deutsche Asset Management’s Index and Quantitative Investment business and The Bank of New York.Contents

Mr. Peterson, prior to becoming President and Chief Executive Officer on November 1, 2013, was President of S&P Global Ratings (then known as Standard & Poor's Ratings ~~Services~~Services) since 2011. Prior to that, he was Chief Operating Officer of Citibank, NA.

Mr. Saha, prior to becoming President of S&P Global Platts in January of 2021, was Chief Financial Officer to S&P Global Platts and S&P Global Market Intelligence, responsible for leading the finance teams of both divisions, as well as being a member of both the Platts and Market Intelligence Executive Committees. Mr. Saha has held various management positions at S&P Global and S&P Global Ratings since joining the Company in 2014. Prior to that, he was a consultant at McKinsey & Co.

Mr. Steenbergen, prior to becoming Executive Vice President and Chief Financial Officer at S&P Global in November 2016, was Executive Vice President and Chief Financial Officer of Voya Financial, Inc. Prior to his role as Voya's Chief Financial Officer, Mr. Steenbergen was Chief Financial Officer and Chief Risk Officer for ING Asia-Pacific and held a number of management roles for ING Group, including serving as regional general manager in Hong Kong and as a Chief Executive Officer of RVS, an ING Group company based in the Netherlands.

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PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

~~Price Range of~~ Common Stock

~~On January 26, 2018, the closing price of our~~S&P Global Inc.'s common stock ~~was $183.80 per share as reported~~is traded on the New York ~~Stock~~ Exchange ~~(“NYSE”~~("NYSE") under the ticker symbol ~~“SPGI”. S&P Global Inc. began trading under its new ticker symbol "SPGI" on April 28, 2016. Previously, the Company's common stock traded on the NYSE under the ticker symbol "MHFI"~~("SPGI"). The approximate number of record holders of our common stock as of ~~January 26, 2018~~February 4, 2022 was ~~3,093. The high and low sales prices of S&P Global Inc.'s common stock on the NYSE for the past two fiscal years are as follows:~~2,820.

2017 2016
First Quarter $133.08 - $108.49
$99.85 - $78.55

Second Quarter
150.40 - 127.60

112.75 - 95.83

Third Quarter 158.35 - 145.72
128.40 - 104.75

Fourth Quarter 174.07 - 153.25 127.68 - 107.21
Year 174.07 - 108.49 128.40 - 78.55

The performance graph below compares our cumulative total shareholder return during the previous five years with a performance indicator of the overall market (i.e., S&P 500), and our peer group. The peer group consists of the following companies: ~~Thomson Reuters Corporation,~~ Moody’s Corporation, CME Group Inc., MSCI Inc., FactSet Research Systems Inc. ~~and~~, IHS Markit Ltd., Verisk Analytics, Inc. and Intercontinental Exchange, Inc. Returns assume $100 invested on December 31, ~~2012~~2016 and total return includes reinvestment of dividends through December 31, ~~2017.~~2021.

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Dividends

We expect to continue our policy of paying regular cash dividends, although there is no assurance as to future dividend payments because they depend on future earnings, capital requirements and our financial condition. Regular quarterly dividends per share of our common stock for ~~2017~~2021 and ~~2016~~2020 were as follows:


	2021		2020
$0.77 per quarter in 2021	$	3.08
$0.67 per quarter in 2020			$	2.68

2017 2016
$0.41 per quarter in 2017 $ 1.64

$0.36 per quarter in 2016 $ 1.44

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On ~~February 2, 2018,~~January 26, 2022, the Board of Directors approved ~~an increase in the~~a quarterly common stock dividend ~~from $0.41~~of $0.77 per ~~share to $0.50 per~~ share. Following the expected closing of the merger with IHS Markit, the Board of Directors will revisit the dividend policy of the combined Company.

Transfer Agent and Registrar for Common Stock

Computershare is the transfer agent for S&P Global. 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 505000

Louisville, KY ~~40233~~40233-5000

Overnight correspondence should be mailed to:

Computershare

462 South 4th Street, Suite 1600

Louisville, KY 40202

Visit the Investor Center™ website to view and manage shareholder account information online: www.computershare.com/investor

For shareholder assistance:



In the U.S. and Canada:			888-201-5538
Outside the U.S. and Canada:			201-680-6578
TDD for the hearing impaired:			~~800-231-5469~~800-490-1493
TDD outside the U.S. and Canada:			~~201-680-6610~~781-575-4592
E-mail address:			web.queries@computershare.com
Shareholder online inquiries			https://www-us.computershare.com/investor/Contact

Repurchase of Equity Securities

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. During the fourth quarter of 2021, we did not repurchase any shares under the 2020 Repurchase Program and, as of December 31, 2021, 30 million shares remained under the 2020 Repurchase Program.

On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of up to 50 million shares (the "2013 Repurchase Program"), which was approximately 18% of the Company's outstanding shares at that time. During the fourth quarter of ~~2017,~~2021, we ~~repurchased 1.4 million~~did not repurchase any shares ~~which included 0.5 million shares received from the conclusion of~~under our ~~accelerated share repurchase ("ASR") agreement that we entered into on August 1, 2017.~~2013 Repurchase Program. Further discussion relating to our ASR agreement can be found in Note 9 - Equity.to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K. As of December 31, ~~2017, 19~~2021, 0.8 million shares remained under ~~our current repurchase program.~~the 2013 Repurchase Program.

Repurchased 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. Our ~~current repurchase program has~~2013 and 2020 Repurchase Programs have no expiration date and purchases under ~~this program~~these programs may be made from time to time on the open market and in private transactions, depending on market conditions.

The following table provides information on our purchases of our outstanding common stock during the fourth quarter of ~~2017~~2021 pursuant to our ~~current share repurchase program~~2013 and 2020 Repurchase Programs (column c). In addition to these purchases, the number of shares in column (a) include shares of common stock that are tendered to us to satisfy our employees’ tax withholding obligations in connection with the vesting of awards of restricted shares (we repurchase such shares based on their fair market value on the vesting date).

~~Table of Contents~~

There were no other share repurchases during the quarter outside the repurchases noted below.


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Programs	(d) Maximum Number of Shares that may yet be Purchased Under the Programs
Oct. 1 - Oct. 31, 2021	1,226	$	434.24	—	30.8	million
Nov. 1 - Nov. 30, 2021	2,151	458.91		—	30.8	million
Dec. 1 - Dec. 31, 2021	1,033	460.54		—	30.8	million
Total — Qtr	4,410	$	452.43	—	30.8	million

Period (a) Total Number of Shares Purchased (b) Average Price Paid per Share
(c) Total Number of Shares Purchased as
Part of Publicly Announced Programs
(d) Maximum Number of Shares that may yet be Purchased Under the Programs
Oct. 1 - Oct. 31, 2017 ¹
470,341
$ 154.46
470,064
19.9 million
Nov. 1 - Nov. 30, 2017 457,704
161.26
457,500
19.5 million
Dec. 1 - Dec. 31, 2017 483,119
169.37
479,400
19.0 million
Total — Qtr 1,411,164
$ 161.77
1,406,964
19.0 million

¹~~Includes 0.5 million shares received from the conclusion of our ASR agreement that we entered into on August 1, 2017.~~

Equity Compensation Plan

For information on securities authorized under our equity compensation plans, see Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 6. [Reserved]

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~~Item 6. Selected Financial Data~~

(in millions, except per share data) 2017 2016 2015 2014 2013
Income statement data:
Revenue $ 6,063
   $ 5,661
   $ 5,313
   $ 5,051
   $ 4,702

Operating profit 2,610
   3,369
   1,917
   113
1,358

Income before taxes on income 2,461
¹
3,188
²
1,815
³
54
⁴
1,299
⁵
Provision for taxes on income 823
⁶
960
   547
   245
   425

Net income (loss) from continuing operations attributable to S&P Global Inc. 1,496
2,106
1,156
   (293 )    783

Earnings (loss) per share from continuing operations attributable to the S&P Global Inc. common shareholders:
Basic 5.84
8.02
4.26
   (1.08 ) 2.85

Diluted 5.78
7.94
4.21
   (1.08 ) 2.80

Dividends per share 1.64
   1.44
   1.32
   1.20
   1.12

Operating statistics:
Return on average equity ⁷
223.0 % 472.0 % 324.3 % (1.4 )% 134.2 %
Income from continuing operations before taxes on income as a percent of revenue from continuing operations 40.6 % 56.3 % 34.2 % 1.1 % 27.6 %
Net income (loss) from continuing operations as a percent of revenue from continuing operations 27.0 % 39.4 % 23.9 % (3.8 )% 18.6 %
Balance sheet data: ⁷

Working capital $ 1,110
$ 1,060
$ 388
$ 42
$ 612

Total assets 9,425
8,669
8,183
6,773
6,060

Total debt 3,569
3,564
3,611
795
794

Redeemable noncontrolling interest 1,350
1,080
920
810
810

Equity 768
701
243
539
1,344

Number of employees ⁸
20,400
20,000
20,400
17,000
16,400


¹	Includes the impact of the following items: legal settlement expenses of $55 million, employee severance charges of $44 million, a charge to exit leased facilities of $25 million, non-cash acquisition and disposition-related adjustments of $15 million, a pension related charge of $8 million, an asset write-off of $2 million and amortization of intangibles from acquisitions of $98 million.

Includes the impact of the following items: a $1.1 billion gain from our dispositions, a benefit related to net legal settlement insurance recoveries of $10 million, disposition-related costs of $48 million, a technology-related impairment charge of $24 million, employee severance charges of $6 million, a $3 million disposition-related reserve release, an acquisition-related cost of $1 million and amortization of intangibles from acquisitions of $96 million.


³	Includes the impact of the following items: costs related to identified operating efficiencies primarily related to employee severance charges of $56 million, net legal settlement expenses of $54 million, acquisition-related costs of $37 million, an $11 million gain on dispositions and amortization of intangibles from acquisitions of $67 million.


⁴	Includes the impact of the following items: $1.6 billion of legal and regulatory settlements, employee severance charges of $86 million, $4 million of professional fees largely related to corporate development activities and amortization of intangibles from acquisitions of $48 million.

⁵

Includes the impact of the following items: $77 million of legal settlements, $64 million charge for costs necessary to enable the separation of McGraw-Hill Education and reduce our cost structure, a $36 million non-cash impairment charge related to the sale of our data center, employee severance charges of $28 million, a charge to exit leased facilities of $13 million, a $24 million net gain from our dispositions and amortization of intangibles from acquisitions of $51 million.


⁶	Includes $149 million of tax expense due to U.S. tax reform, primarily associated with the deemed repatriation of foreign earnings, which was partially offset by a $21 million tax benefit related to prior year divestitures.


⁷	~~Includes the impact of the $1.1 billion gain on dispositions in 2016, the gain on sale of McGraw Hill Construction in 2014 and the gain on sale of McGraw-Hill Education in 2013.~~


⁸	~~Excludes discontinued operations.~~

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Item 7. 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, the “Company,” “we,” “us” or “our”) for the years ended December 31, ~~2017~~2021 and ~~2016,~~2020, respectively. The MD&A provides information of 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 this Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2021, 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 4 of this report.

OVERVIEW

We are a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; and the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals ~~petrochemicals~~ and agriculture.

Our operations consist of ~~three~~four reportable segments: S&P Global Ratings ("Ratings"), S&P Global Market ~~and Commodities~~ Intelligence ("Market Intelligence"), S&P Global Platts ("Platts") and S&P Dow Jones Indices ("Indices").

•Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks.

•Market ~~and Commodities~~ Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop ~~services~~services.

•Platts is the leading independent provider of information and ~~deliver their customers in~~benchmark prices for the commodity and energy markets access to high-value information, data, analytic services and pricing and quality benchmarks. We completed the sale of J.D. Power on September 7, 2016, with the results included in Market and Commodities Intelligence results through that date.markets.

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

Merger Agreement

In ~~December~~November of ~~2017, we announced that~~2020, S&P Global ~~Platts,~~and IHS Markit Ltd ("IHS Markit") entered into a ~~business line within Market and Commodities Intelligence, will be managed as~~merger agreement, pursuant to which, among other things, a ~~separate business and comprise a separate reportable segment effective January 1, 2018. We will begin reporting the financial results~~subsidiary of S&P Global ~~Market Intelligence~~will merge with and into IHS Markit, with IHS Markit surviving the merger as a wholly owned subsidiary of S&P Global. Under the terms of the merger agreement, each share of IHS Markit issued and outstanding (other than excluded shares and dissenting shares) will be converted into the right to receive 0.2838 fully paid and nonassessable shares of S&P Global ~~Platts as separate reportable segments beginning with~~common stock (and, if applicable, cash in lieu of fractional shares, without interest), less any applicable withholding taxes. On March 11, 2021, S&P Global and IHS Markit shareholders voted to approve the merger agreement. As of December 31, 2021, IHS Markit had approximately 399.1 million shares outstanding. Subject to certain closing conditions, the merger is expected to be completed in the first quarter of ~~2018.~~2022.

~~Major Portfolio Changes~~

~~The following significant changes by segment were made to our portfolio during the three years ended December 31, 2017:~~

~~2016~~

~~Market and Commodities Intelligence~~

In October of 2016, we completed the sale of Standard & Poor's Securities Evaluations, Inc. ("SPSE") and Credit Market Analysis ("CMA") for $425 million in cash to Intercontinental Exchange, an operator of global exchanges, clearing

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houses and data services. During year ended December 31, 2016, we recorded a pre-tax gain of $364 million ($297 million after-tax) in gain on dispositions in the consolidated statement of income related to the sale of SPSE and CMA.

In September of 2016, we completed the sale of J.D. Power for $1.1 billion to XIO Group, a global alternative investments firm headquartered in London. During the year ended December 31, 2016, we recorded a pre-tax gain of $728 million ($516 million after-tax) in gain on dispositions in the consolidated statement of income related to the sale of J.D. Power.

In September of 2016, we acquired PIRA Energy Group ("PIRA"), a global provider of energy research and forecasting products and services. The purchase enhances Market and Commodities Intelligence's energy analytical capabilities by expanding its oil offering and strengthening its position in the natural gas and power markets.

In June of 2016, we acquired RigData, a provider of daily information on rig activity for the natural gas and oil markets across North America. The purchase enhances Market and Commodities Intelligence's energy analytical capabilities by strengthening its position in natural gas and enhancing its oil offering.

~~2015~~

~~Market and Commodities Intelligence~~

In September of 2015, we acquired SNL Financial LC ("SNL") for $2.2 billion. SNL is a global provider of news, data, and analytical tools to five sectors in the global economy: financial services, real estate, energy, media & communications, and metals & mining. SNL delivers information through its suite of web, mobile and direct data feed platforms that helps clients, including investment and commercial banks, investors, corporations, and regulators make decisions, improve efficiency, and manage risk.

~~In 2015, we further reduced our real estate footprint by completing the consolidation of our corporate headquarters with our operations in New York City.~~

~~Increased~~ Shareholder Return

During the three years ended December 31, ~~2017,~~2021, we have returned approximately $4.3 billion to our shareholders through a combination of share repurchases and our quarterly dividends: we completed share repurchases of approximately ~~$3.1~~$2.4 billion and distributed regular quarterly dividends totaling approximately ~~$1.2~~$1.9 billion. Also, on ~~February 2, 2018,~~January 26, 2022, the Board of Directors approved ~~an increase in the~~a quarterly common stock dividend ~~from $0.41~~of $0.77 per ~~share to $0.50 per~~ share. Following the expected closing of the merger with IHS Markit, the Board of Directors will revisit the dividend policy of the combined Company.

Key Results


(in millions)	Year ended December 31,									% Change 1
	2021			2020			2019			’21 vs ’20	’20 vs ’19
Revenue	$	8,297		$	7,442		$	6,699		11%	11%
Operating profit 2	$	4,221		$	3,617		$	3,226		17%	12%
% Operating margin	51		%	49		%	48		%
Diluted earnings per share from net income	$	12.51		$	9.66		$	8.60		29%	12%

(in millions) Year ended December 31,
% Change ¹
2017 2016 2015 ’17 vs ’16 ’16 vs ’15
Revenue $ 6,063
$ 5,661
$ 5,313
7% 7%
Operating profit ²
$ 2,610
$ 3,369
$ 1,917
(23)% 76%
% Operating margin 43 % 60 % 36 %
Diluted earnings per share from net income $ 5.78
$ 7.94
$ 4.21
(27)% 89%
1 % changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented.

2 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. 2020 includes lease impairments of $120 million, employee severance charges of $66 million, IHS Markit merger costs of $24 million, a gain on dispositions $16 million, a technology-related impairment charge of $12 million, lease-related costs of $11 million and Kensho retention related expense of $11 million. 2019 includes a gain on the sale of RigData and SPIAS of $27 million and $22 million, respectively, employee severance charges of $25 million, Kensho retention related expense of $21 million, lease impairments of $11 million and acquisition-related costs of $4 million.

~~Table of Contents~~


¹	~~% changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented.~~

2017 includes legal settlement expenses of $55 million, employee severance charges of $44 million, a charge to exit leased facilities of $25 million, non-cash acquisition and disposition-related adjustments of $15 million, a pension related charge of $8 million and an asset write-off of $2 million. 2016 includes a $1.1 billion gain from our dispositions, a benefit related to net legal settlement insurance recoveries of $10 million, disposition-related costs of $48 million, a technology-related impairment charge of $24 million, employee severance charges of $6 million, a $3 million disposition-related reserve release and acquisition-related costs of $1 million. 2015 includes costs related to identified operating efficiencies primarily related to employee severance charges of $56 million, net legal settlement expenses of $54 million, acquisition-related costs of $37 million and a gain of $11 million on the sale of our interest in a legacy McGraw Hill Construction investment. 2017, 2016 and 2015 also includes amortization of intangibles from acquisitions of $98 million, $96 million, and $67 million, respectively.

2021

~~2017~~

Revenue increased 7% driven by increases at Ratings and Indices, partially offset by a decrease at Market and Commodities Intelligence. The increase at Ratings was primarily due to growth in bank loan ratings revenue and corporate bond ratings revenue. Revenue growth at Indices was primarily due to higher levels of assets under management for exchange traded funds ("ETFs") and mutual funds. The decrease at Market and Commodities Intelligence was primarily due to the disposition of non-core businesses in 2016, partially offset by annualized contract value growth in the S&P Global Market Intelligence Desktop and Global Risk Services products and continued demand for Platts’ proprietary content at S&P Global Platts.

~~Operating profit decreased 23%. Excluding the~~11% with an unfavorable impact ~~of the gain on dispositions in 2016 of 37 percentage points, higher net legal settlement expenses in 2017 of 2 percentage points, higher employee severance charges in 2017~~ of 1 percentage point ~~a charge to exit leased facilities of 1 percentage point and non-cash acquisition and disposition-related adjustments in 2017 of 1 percentage point, partially offset by~~from the ~~favorable~~net impact of ~~higher disposition-related costs in 2016 of 1 percentage point, operating profit increased 18%. This increase was primarily due to revenue growth at Ratings~~recent acquisitions and ~~Indices as discussed above, partially offset by higher compensation costs due to increased incentive costs and additional headcount.~~

~~2016~~

~~Revenue increased 7%~~dispositions, driven by increases at all of our reportable segments. Revenue growth at Market and Commodities Intelligence was favorably impacted by the acquisition of SNL in September of 2015 and annualized contract value growth primarily driven by the S&P Capital IQ Desktop, Global Risk Services and certain data feed products within Data Management Solutions. Continued demand for S&P Global Platts’ proprietary content also contributed to revenue growth. These increases were partially offset by the unfavorable impact from our dispositions in 2016. Revenue growth at Ratings was driven by an increase in ~~U.S.~~both transaction revenue and non-transaction revenue. Transaction revenue increased due to higher bank loan ratings revenue ~~corporate bond~~and structured finance revenue. Non-transaction revenue increased primarily due to an increase in surveillance, entity credit ratings, an increase in revenue at our CRISIL subsidiary and ~~surveillance fees.~~higher Ratings Evaluation Service (“RES”) revenue. Revenue growth at Market Intelligence was driven by subscription revenue growth in Market Intelligence Desktop products, Credit Risk Solutions and Data Management Solutions. Revenue growth at Indices was due to higher average levels of assets under management for exchange traded funds ("ETFs") and mutual funds and higher data subscription revenue, partially offset by lower exchange-traded derivative revenue. The revenue increase at Platts was primarily due to continued demand for market data and market insights products. Foreign exchange rates had a favorable impact of less than 1 percentage point.

Operating profit increased 17%, with a favorable impact from foreign exchange rates of 1 percentage point. Excluding the unfavorable impact of IHS Markit merger costs in 2021 of 31 percentage points, partially offset by higher lease impairment charges in 2020 of 16 percentage points, higher employee severance charges in 2020 of 7 percentage points, higher amortization of intangibles from acquisitions in 2020 of 4 percentage points and higher technology-related impairment charges in 2020 of 2 percentage points, operating profit increased 15%. The increase was primarily due to revenue growth at all of our reportable segments combined with a decrease in occupancy costs, partially offset by higher incentive costs and an increase in compensation costs driven by additional headcount and annual merit increases.

2020

Revenue increased 11%, with a favorable benefit of 1 percentage point from the net impact of recent acquisitions and dispositions, driven by increases at all of our reportable segments. Revenue growth at Ratings was mainly driven by higher corporate bond ratings revenue, partially offset by a decrease in bank loan ratings revenue and structured finance transaction revenues. Revenue growth at Market Intelligence was driven by subscription revenue growth in Market Intelligence Desktop products, Credit Risk Solutions and Data Management Solutions. Revenue growth at Indices was due to higher assets under management for ETFs and mutual funds, an increase in ~~data~~exchange-traded derivatives revenue and higher ~~volumes~~data subscription revenue. The revenue increase at Platts was primarily due to continued demand for ~~exchange-traded derivatives.~~market data, price assessment and analytics products. Foreign exchange rates had a favorable impact of less than 1 percentage point.

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Operating profit increased ~~76%.~~12%, with a favorable impact from foreign exchange rates of 1 percentage point. Excluding the ~~favorable~~ impact of ~~the gain from our dispositions of 59 percentage points,~~a higher ~~net legal settlement insurance recoveries~~lease impairment charges in ~~2016~~2020 of 3 percentage points, higher employee severance charges in ~~2015~~2020 of 31 percentage ~~points~~point, a higher gain on dispositions in 2019 of 1 percentage point primarily related to the sale of RigData and ~~higher acquisition-related~~Standard & Poor's Investment Advisory Services LLC ("SPIAS") and IHS Markit merger costs in 2015 of 2 percentage points, partially offset by the unfavorable impact of higher disposition-related costs of 3 percentage points, higher amortization of intangibles from acquisitions of 2 percentage points and a technology-related impairment charge2020 of 1 percentage point, operating profit increased ~~15%~~18%. ~~This~~The increase was primarily due to revenue growth at all of our reportable segments combined with a decrease in travel and entertainment expenses from non-essential travel restrictions in response to the 2019 novel coronavirus ("COVID-19"), partially offset by an increase in incentive costs and higher compensation costs driven by ~~revenue growth~~annual merit increases and additional headcount.

We are continuing to closely monitor the impact of the outbreak of COVID-19 on all aspects of our business as ~~discussed above. Decreased costs at Ratings~~the pandemic and associated macroeconomic impacts continue to evolve. While COVID-19 did not have a material adverse effect on our ~~legacy Capital IQ~~reported results for the years ended December 31, 2021 and 2020, we are unable to predict the ultimate impact that it may have on our business, ~~due to reduced headcount following our 2015 restructuring actions also contributed to operating profit growth.~~future results of operations, financial position or cash flows.

Our Strategy

We are a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. Our purpose is to provide the intelligence that is essential for companies, governments and individuals to make decisions with conviction. We seek to deliver on this purpose ~~within the framework of~~in line with our core values of integrity, excellence and relevance.

WeIn 2018, we announced the launch of Powering the Markets of the Future to provide a framework for our forward-looking business strategy. Through this framework, we seek to deliver an exceptional, differentiated customer experience ~~across the globe. We strive for operational excellence, continuous innovation,~~by enhancing our foundational capabilities, evolving and ~~a high performance culture driven by~~growing our ~~best-in-class talent.~~core businesses, and pursuing growth via adjacencies. In ~~2018,~~2022, we will strive to deliver on our strategic priorities in the following ~~four categories by:~~key areas:

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Finance

~~Achieving financial~~•Meeting or exceeding year 1 cost and revenue synergy targets ~~and creating shareholder value by focusing on~~from our merger commitments as well as our organic revenue growth and ~~continuing~~EBITA margin targets;

•Continuing to ~~deliver margin expansion~~fund key growth areas - Environmental, Social and Governance ("ESG"), Energy Transition, China, Small and Medium-sized Enterprise/Private Markets, Credit and Risk Management, Distribution and Multi-asset, Thematic and Factor Indices - and support with disciplined organic, inorganic and partnership strategies; and

•Demonstrating active leadership in ESG disclosure through advocacy, best-in-class SPGI disclosure and meaningful progress against our stated environmental sustainability targets.

Customer

•Accelerating Sustainable1's growth and market position with a specific focus on ~~operating leverage~~Energy transition, Climate and ~~efficiency opportunities;~~on improving market share in ESG Data/Scores and ESG Indices;

~~Outperforming traditional~~•Continuing to grow and ~~nontraditional competitors.~~defend the core and delivering our key initiatives, while leveraging the combined company's extended capabilities; delivering our products across multiple channels, e.g., feeds and Application Programming Interfaces, aligned to our customer's needs;

~~Customer~~•Responding to evolving customer needs and driving innovation leveraging our data, technology, and deep industry expertise by developing a digital ecosystem strategy with collaboration across customers, vendors and technology partners;

~~Delivering greater customer value~~•Differentiating through ~~deeper client and market insights,~~ innovative solutions ~~stronger internal teamwork~~including data science, Artificial Intelligence, Machine Learning and ~~reliable, nimble Go-to-Market processes;~~next generation tools to unlock the power of our data and insights; and

~~Enriching~~•Growing S&P Global's brand through an integrated marketing and ~~modernizing the user experience to improve customer loyalty;~~communications strategy while protecting our reputation.

~~Identifying and executing transformative growth opportunities; and~~

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~~Accelerating investments and coordination in building new products and in developing new markets.~~

Operations

•Delivering on the key integration projects that help transform the company and delivering on merger commitments;

•Enhancing ~~planning~~the tools and ~~software engineering~~ processes our people use to ~~speed up~~better service our customers, expand intelligence and analytics capabilities, support data-driven decisions and improve end-user productivity;

•Reimagining and implementing the ~~delivery~~future hybrid office model by standardizing our technology to reshape where we work, how we work and how we serve;

•Advancing our technical capabilities, data transformation and building the next generation of ~~content~~products and ~~products;~~services using the combined entity's data, technology & expertise; and

~~Applying lean management, robotics, automation and machine learning to streamline internal workflow and deliver productivity;~~

~~Strengthening our Digital Infrastructure capabilities, with emphasis on workplace services and cybersecurity; and~~

~~Upholding~~•Maintaining our commitment to ~~a disciplined and practical~~ risk management, control and compliance ~~environment.~~and strengthening engagement and partnership across the company.

People

~~Creating a performance culture~~•Rolling out and embedding our new purpose and values to ~~drive innovation, flexibility~~unify and ~~agility~~combine S&P Global;

•Encouraging career mobility and career development through career coaching and Thrive;

•Improving diverse representation through hiring, advancement and retention, while continuing to ~~address customer needs;~~raise awareness through Diversity, Equity, and Inclusion education; and

~~Committing to leadership development~~•Attracting and retaining our people through recognition programs, learning opportunities and ~~skills training;~~fair compensation.

~~Embracing and expanding diversity and inclusion in our workforce; and~~

~~Enhancing and augmenting technology talent and skills across the company.~~

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,~~ 1A, Risk Factors, in this Annual Report on Form 10-K.

Further projections and discussion on our ~~2018~~2022 outlook for our segments can be found within “ – Results of Operations”.

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RESULTS OF OPERATIONS

Consolidated Review

(in millions) Year ended December 31, % Change
2017 2016 2015 ’17 vs ’16 ’16 vs ’15
Revenue $ 6,063
$ 5,661
$ 5,313
7% 7%
Expenses:
     Operating-related expenses 1,713
1,773
1,718
(3)% 3%
     Selling and general expenses 1,560
1,439
1,532
8% (6)%
     Depreciation and amortization 180
181
157
(1)% 15%
          Total expenses 3,453
3,393
3,407
2% —%
     Gain on dispositions —
(1,101 ) (11 ) N/M N/M
Operating profit 2,610
3,369
1,917
(23)% 76%
     Interest expense, net 149
181
102
(18)% 77%
     Provision for taxes on income 823
960
547
(14)% 76%
Net income 1,638
2,228
1,268
(27)% 76%
Less: net income attributable to noncontrolling interests (142 ) (122 ) (112 ) 16% 9%
Net income attributable to S&P Global Inc. $ 1,496
$ 2,106
$ 1,156
(29)% 82%


(in millions)	Year ended December 31,						% Change
	2021		2020		2019		’21 vs ’20	’20 vs ’19
Revenue	$	8,297	$	7,442	$	6,699	11%	11%
Expenses:
Operating-related expenses	2,195		2,094		1,976		5%	6%
Selling and general expenses	1,714		1,541		1,342		11%	15%
Depreciation and amortization	178		206		204		(13)%	1%
Total expenses	4,087		3,841		3,522		6%	9%
Gain on dispositions	(11)		(16)		(49)		(30)%	(67)%
Operating profit	4,221		3,617		3,226		17%	12%
Other (income) expense, net	(62)		(31)		98		(96)%	NM
Interest expense, net	119		141		141		(16)%	—%
Loss on extinguishment of debt	—		279		57		N/M	N/M
Provision for taxes on income	901		694		627		30%	11%
Net income	3,263		2,534		2,303		29%	10%

Less: net income attributable to noncontrolling interests	(239)		(195)		(180)		(22)%	(9)%

Net income attributable to S&P Global Inc.	$	3,024	$	2,339	$	2,123	29%	10%

N/~~M -~~M- Represents a change equal to or in excess of 100% or not meaningful

Revenue


(in millions)	Year ended December 31,									% Change
	2021			2020			2019			’21 vs ’20	’20 vs ’19
Subscription revenue	$	3,253		$	3,036		$	2,843		7%	7%
Non-subscription / transaction revenue	2,322			2,031			1,625			14%	25%
Non-transaction revenue	1,698			1,500			1,408			13%	7%
Asset-linked fees	800			648			623			23%	4%
Sales usage-based royalties	224			227			200			(1)%	14%
% of total revenue:
Subscription revenue	39		%	41		%	43		%
Non-subscription / transaction revenue	28		%	27		%	24		%
Non-transaction revenue	20		%	20		%	21		%
Asset-linked fees	10		%	9		%	9		%
Sales usage-based royalties	3		%	3		%	3		%

U.S. revenue	$	5,012		$	4,504		$	3,976		11%	13%
International revenue:
European region	1,995			1,769			1,659			13%	7%
Asia	874			782			710			12%	10%
Rest of the world	416			387			354			7%	9%
Total international revenue	$	3,285		$	2,938		$	2,723		12%	8%
% of total revenue:
U.S. revenue	60		%	61		%	59		%
International revenue	40		%	39		%	41		%

(in millions) Year ended December 31, % Change
2017 2016 2015 ’17 vs ’16 ’16 vs ’15
Subscription / Non-transaction revenue $ 3,796
$ 3,623
$ 3,260
5% 11%
Asset-linked fees $ 461
$ 381
$ 369
21% 3%
Non-subscription / Transaction revenue $ 1,806
$ 1,657
$ 1,684
9% (2)%
% of total revenue:
     Subscription / Non-transaction revenue 63 % 64 % 61 %
     Asset-linked fees 7 % 7 % 7 %
     Non-subscription / Transaction revenue 30 % 29 % 32 %

U.S. revenue $ 3,658
$ 3,461
$ 3,202
6% 8%
International revenue:
     European region 1,473
1,330
1,265
11% 5%
     Asia 594
575
566
3% 2%
     Rest of the world 338
295
280
14% 6%
Total international revenue $ 2,405
$ 2,200
$ 2,111
9% 4%
% of total revenue:
     U.S. revenue 60 % 61 % 60 %

     International revenue 40 % 39 % 40 %

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~~2017~~2021

Revenue increased 7%11% as compared to ~~2016.~~2020. Subscription ~~/ non-transaction~~ revenue increased primarily from growth in ~~S&P Global~~ Market Intelligence's average contract values and continued demand for ~~Platts’~~Platts proprietary ~~content~~content. Higher data subscription revenue at Indices also contributed to subscription revenue growth. Non-subscription / transaction revenue increased due to an increase in bank loan ratings revenue and higher structured finance revenue at Ratings. Non-transaction revenue increased primarily due to an increase in surveillance, ~~fees~~entity credit ratings, an increase in revenue at ~~Ratings, partially offset by the unfavorable impact of the disposition of non-core businesses in 2016. Asset-linked~~our CRISIL subsidiary and higher RES revenue at Ratings. Asset linked fees increased ~~due to the impact of~~reflecting higher average levels of assets under management for ETFs and mutual ~~funds. Non-subscription / transaction revenue increased~~funds at Indices. The decrease in sales usage-based royalties was primarily ~~due to bank loan ratings revenue and corporate bond ratings~~driven by lower exchange-traded derivative revenue at ~~Ratings, partially offset by the unfavorable impact of the disposition of non-core businesses in 2016.~~Indices. See “Segment Review” below for further information.

~~Foreign~~The favorable impact of foreign exchange rates ~~had a negligible impact on revenue.~~increased 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.

~~2016~~2020

Revenue increased 7%11% as compared to ~~2015.~~2019. Subscription ~~/ non-transaction~~ revenue increased primarily from ~~the favorable impact of the acquisition of SNL~~growth in ~~September 2015, growth in~~Market Intelligence's average contract values ~~for our legacy Capital IQ products driven by an expansion in new~~ and ~~existing accounts,~~ continued demand for ~~S&P Global Platts'~~Platts proprietary ~~content~~content. Higher data subscription revenue at Indices also contributed to subscription revenue growth. Non-subscription / transaction revenue increased due to an increase in corporate bond ratings revenue, partially offset by a decrease in bank loan ratings revenue and structured finance transaction revenues at Ratings. Non-transaction revenue increased primarily due to an increase in surveillance ~~fees at Ratings. Asset-linked~~revenue, royalty revenue, and higher RES activity. Asset linked fees increased due to the impact of higher average levels of assets under management for ETFs and mutual ~~funds. Non-subscription / transaction revenue decreased primarily due to the unfavorable impact of the sale of J.D. Power on September 7, 2016, partially offset by an~~funds at Indices. The increase in ~~U.S. bank loan ratings revenue and corporate bond ratings revenue at Ratings and~~sales-usage based royalties was primarily driven by higher exchange-traded derivative volumes ~~for exchange traded derivatives~~ at Indices. See ~~" – Segment Review"~~“Segment Review” below for further information.

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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, 2017~~ ~~and~~ ~~2016~~:

(in millions) 2017 2016 % Change

Operating-
related expenses

Selling and
general expenses

Operating-
related expenses

Selling and
general expenses

Operating-
related expenses

Selling and
general expenses
Ratings ¹
$ 850
$ 581
$ 797
$ 442
7% 32%
Market and Commodities Intelligence ²
833
699
958
774
(13)% (10)%
Indices 139
111
116
104
21% 7%
Intersegment eliminations³
(109 ) —
(98 ) —
(12)% N/M
Total segments 1,713
1,391
1,773
1,320
(3)% 5%
Corporate ⁴
—
169
—
119
N/M 42%
$ 1,713
$ 1,560
$ 1,773
$ 1,439
(3)% 8%

~~N/M - not meaningful~~


¹	In 2017, selling and general expenses include legal settlement expenses of $55 million and employee severance charges of $25 million. In 2016, selling and general expenses include a benefit related to net legal settlement insurance recoveries of $10 million and employee severance charges of $6 million.

In 2017, selling and general expenses include non-cash acquisition and disposition-related adjustments of $15 million, employee severance charges of $9 million, a charge to exit a leased facility of $6 million, and an asset write-off of $2 million. In 2016, selling and general expenses include disposition-related costs of $48 million, a technology-related impairment charge of $24 million and acquisition-related costs of $1 million.


³	~~Intersegment eliminations relate to a royalty charged to Market and Commodities Intelligence for the rights to use and distribute content and data developed by Ratings.~~


⁴	In 2017, selling and general expenses include a charge to exit leased facilities of $19 million, employee severance charges of $10 million and a pension related charge of $8 million. In 2016, selling and general expenses include $3 million from a disposition-related reserve release.

~~Operating-Related Expenses~~

Operating-related expenses decreased $60 million or 3% as compared to 2016. The decrease at Market and Commodities Intelligence was due to the disposition of non-core businesses in 2016. This decrease was partially offset by increases at Ratings and Indices due to higher compensation costs related to increased incentive costs and additional headcount.

~~Selling and General Expenses~~

Selling and general expenses increased 8%. Excluding the unfavorable impact of higher net legal settlement expenses in 2017 of 4 percentage points, higher employee severance charges in 2017 of 3 percentage points, a charge to exit leased facilities in 2017 of 2 percentage points and non-cash acquisition and disposition related costs in 2017 of 1 percentage point, partially offset by the favorable impact of higher disposition-related costs in 2016 of 3 percentage points and a technology-related impairment charge in 2016 of 2 percentage points, selling and general expenses increased 3 percentage points. The increase is due to higher compensation costs related to incentives and additional headcount at Ratings and Indices and an increase at Corporate primarily due to performance related incentive compensation and Company-wide technology projects. This increase was partially offset by a decrease at Market and Commodities Intelligence as a result of business divestitures in 2016.

~~Depreciation and Amortization~~

~~Depreciation and amortization remained relatively unchanged as compared to 2016, decreasing $1 million or 1%.~~

~~Table of Contents~~

The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the years ended December 31, ~~2016~~2021 and ~~2015:~~2020:

(in millions) 2016 2015 % Change

Operating-
related expenses

Selling and
general expenses

Operating-
related expenses

Selling and
general expenses

Operating-
related expenses

Selling and
general expenses
Ratings ¹
$ 797
$ 442
$ 767
$ 541
4% (18)%
Market and Commodities Intelligence ²
958
774
925
769
4% 1%
Indices 116
104
114
82
1% 26%
Intersegment eliminations ³
(98 ) —
(88 ) —
(10)% N/M
Total segments 1,773
1,320
1,718
1,392
3% (5)%
Corporate ⁴
—
119
—
140
N/M (15)%
$ 1,773
$ 1,439
$ 1,718
$ 1,532
3% (6)%


(in millions)	2021				2020				% Change
	Operating- related expenses		Selling and general expenses		Operating- related expenses		Selling and general expenses		Operating- related expenses	Selling and general expenses
Ratings 1	$	995	$	433	$	950	$	393	5%	10%
Market Intelligence 2	922		534		905		523		2%	2%
Platts 3	214		207		196		207		9%	—%
Indices 4	173		168		146		168		18%	—%
Intersegment eliminations 5	(146)		—		(137)		—		(6)%	N/M
Total segments	2,158		1,342		2,060		1,291		5%	4%
Corporate Unallocated expense 6	37		372		34		250		7%	49%
	$	2,195	$	1,714	$	2,094	$	1,541	5%	11%

N/M - Represents a change equal to or in excess of 100% or not meaningful

1 In 2021, selling and general expenses include employee severance charges of $3 million and recovery of lease-related costs of $4 million. In 2020, selling and general expenses include a technology-related impairment charge of $11 million, lease-related costs of $5 million and employee severance charges of $4 million.

2In 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 2020, selling and general expenses include employee severance charges of $27 million and lease-related costs of $3 million.

3 In 2021, selling and general expenses include recovery of lease-related costs of $2 million. In 2020, selling and general expenses include employee severance charges of $11 million and lease-related costs of $2 million.

4 In 2021, selling and general expenses include recovery of lease-related costs of $1 million. In 2020, selling and general expenses include employee severance charges of $5 million, a lease impairment charge of $4 million, a technology-related impairment charge of $2 million and lease-related costs of $1 million.

5 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

6 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. In 2020, selling and general expenses include lease impairments of $116 million, IHS Markit merger costs of $24 million, employee severance charges of $19 million, Kensho retention related expense of $12 million and a gain related to an acquisition of $1 million.

In 2016, selling and general expenses include a benefit related to net legal settlement insurance recoveries of $10 million and employee severance charges of $6 million. In 2015, selling and general expenses include net legal settlement expenses of $54~~million and employee severance charges $13 million.~~

In 2016, selling and general expenses include disposition-related costs of $48 million, a technology-related impairment charge of $24 million and acquisition-related costs of $1 million. In 2015, selling and general expenses include acquisition-related costs related to the acquisition of SNL of $37 million and costs related to identified operating efficiencies primarily related to employee severance charges of $33 million.


³	~~Intersegment eliminations relate to a royalty charged to Market and Commodities Intelligence for the rights to use and distribute content and data developed by Ratings.~~


⁴	In 2016, selling and general expenses include $3 million from a disposition-related reserve release and 2015 includes costs related to identified operating efficiencies primarily related to employee severance charges of $10 million

Operating-Related Expenses

Operating-related expenses increased ~~$55 million or 3%~~by 5% as compared to ~~2015.~~2020. Increases at Ratings, Indices and Platts were primarily driven by higher incentive costs and an increase in compensation costs due to additional headcount and annual merit increases. The increase at Market ~~and Commodities~~ Intelligence was primarily ~~driven by the acquisition of SNL in September of 2015, partially offset by decreases from our dispositions in 2016. The increase at Ratings and Indices were~~ due to ~~higher compensation costs related~~an increase in intersegment royalties tied to ~~additional headcount~~annualized contract value growth and ~~increased~~higher 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.

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Selling and General Expenses

Selling and general expenses ~~decreased 6%~~increased 11%. Excluding the ~~favorable~~unfavorable impact of IHS Markit merger costs in 2021 of 2 percentage points, offset by higher lease impairments in 2020 of 1 percentage point, higher employee severance charges in 2020 of less than 1 percentage point and higher lease-related costs in 2020 of less than 1 percentage point, selling and general expenses increased 11%. Increases at Ratings, Platts and Indices were primarily driven by higher incentive costs and an increase in compensation costs due to additional headcount and annual merit increases. The increase at Market Intelligence was primarily due to an increase in technology costs and higher incentive costs, partially offset by a decrease in compensation costs due to reduced headcount. These increases were partially offset by lower occupancy costs and a decrease in legal related costs at Indices.

Depreciation and Amortization

Depreciation and amortization decreased $28 million, or 13%, compared to 2020 primarily due to a decrease in intangible asset amortization related to assets that became fully amortized, partially offset by an increase in amortization expense driven by the acquisitions of RobecoSAM and Greenwich Associates LLC in January 2020 and February 2020, respectively.

The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the years ended December 31, 2020 and 2019:


(in millions)	2020				2019				% Change
	Operating- related expenses		Selling and general expenses		Operating- related expenses		Selling and general expenses		Operating- related expenses	Selling and general expenses
Ratings 1	$	950	$	393	$	897	$	392	6%	—%
Market Intelligence 2	905		523		836		480		8%	9%
Platts 3	196		207		197		196		(1)%	6%
Indices 4	146		168		138		139		6%	20%
Intersegment eliminations 5	(137)		—		(128)		—		(7)%	N/M
Total segments	2,060		1,291		1,940		1,207		6%	7%
Corporate Unallocated expense 6	34		250		36		135		6%	86%
	$	2,094	$	1,541	$	1,976	$	1,342	6%	15%

N/M - Represents a change equal to or in excess of 100% or not meaningful

1 In 2020, selling and general expenses include a technology-related impairment charge of $11 million, lease-related costs of $5 million and employee severance charges of $4 million.In 2019, selling and general expenses include employee severance charges of $11 million.

2In 2020, selling and general expenses include employee severance charges of $27 million and lease-related costs of $3 million. In 2019, selling and general expenses include employee severance charges of $6 million and acquisition-related costs of $4 million.

3 In 2020, selling and general expenses include employee severance charges of $11 million and lease-related costs of $2 million. In 2019, selling and general expenses include employee severance charges of $1 million.

4 In 2020, selling and general expenses include employee severance charges of $5 million, a lease impairment charge of $4 million, a technology-related impairment charge of $2 million and lease-related costs of $1 million.

5 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

6 In 2020, selling and general expenses include lease impairments of $116 million, IHS Markit merger costs of $24 million, employee severance charges of $19 million, Kensho retention related expense of $12 million and a gain related to an acquisition of $1 million. In 2019, selling and general expenses include Kensho retention related expense of $21 million, lease impairments of $11 million and employee severance charges of $7 million.

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Operating-Related Expenses

Operating-related expenses increased as compared to 2019 driven by increases at Market Intelligence and Ratings. The increase at Market Intelligence was primarily due to higher compensation costs driven by investments in growth initiatives and the acquisition of 451 Research, LLC, and higher incentive costs. The increase at Ratings was primarily driven by higher incentive costs. These increases were partially offset by a decrease in travel and entertainment expenses from non-essential travel restrictions in response to COVID-19.

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 15%. Excluding the impact of higher ~~net legal settlement insurance recoveries~~lease impairment charges in ~~2016~~2020 of 49 percentage points, higher employee severance charges in ~~2015~~2020 of 3 percentage ~~points, higher acquisition-related~~costs, lease-related costs in ~~2015~~2020 of 21 percentage ~~points, partially offset by the unfavorable impact~~point, IHS Markit merger costs in 2020 of ~~disposition-related costs of 3~~1 percentage ~~points~~point and a technology-related impairment charge of 1 percentage point, partially offset by higher Kensho related retention expense in 2019 of 1 percentage point, selling and general expenses ~~decreased~~increased 1%. ~~Decreases at Ratings were~~This increase was primarily driven by reduced professional fees following the completion of the Company's program for the 2015 implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and reduced legal fees following the resolution of a number of significant legal matters. This decrease was partially offset by an increase at Market ~~and Commodities~~ Intelligence due to higher compensation costs driven by investments in growth initiatives and the acquisition of ~~SNL~~451 Research, LLC, and higher incentive costs, and an increase at Indices driven by an increase in ~~September of 2015,~~legal related costs. These increases were partially offset by ~~decreases~~a decrease in travel and entertainment expenses from ~~our dispositions~~non-essential travel restrictions in ~~2016.~~response to COVID-19 and lower rental expense from a reduction in the Company's real estate footprint.

Depreciation and Amortization

Depreciation and amortization increased ~~$24~~$2 million, or ~~15% as~~1%, compared to ~~2015, primarily~~2019 due to ~~higher intangible asset~~an increase in depreciation expense related to assets that began being depreciated in the second half of 2019 and an increase in amortization expense driven by the acquisitions of RobecoSAM, Greenwich Associates LLC and 451 Research, LLC in ~~2016 from the acquisition of SNL in September of 2015.~~January 2020, February 2020 and December 2019, respectively.

Gain on Dispositions

During ~~2016,~~the year ended December 31, 2021, we completed the following ~~transactions~~dispositions that resulted in a pre-tax gain of ~~$1.1 billion~~$11 million, which was included in ~~gain~~Gain on dispositions in the consolidated ~~statement~~statements of income:

~~In October of 2016,~~

•During the year ended December 31, 2021, we ~~completed the sale of SPSE and CMA for $425 million in cash to Intercontinental Exchange, an operator of global exchanges, clearing houses and data services. We~~ recorded a pre-tax gain of ~~$364~~$8 million ($6 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of office facilities in India.

•During the year ended December 31, 2021, we recorded a pre-tax gain of $3 million ($3 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Standard & Poor's Investment Advisory Services LLC ("SPIAS"), a business within our Market Intelligence segment, that occurred in July of 2019.

During the year ended December 31, 2020, we completed the following dispositions that resulted in a pre-tax gain of $16 million, which was included in Gain on dispositions in the consolidated statements of income:

•In January of 2020, Market Intelligence entered into a strategic alliance to transition S&P Global Market Intelligence's Investor Relations ("IR") webhosting business to Q4 Inc. ("Q4"). This alliance integrated Market Intelligence's proprietary data into Q4's portfolio of solutions, enabling further opportunities for commercial collaboration. In connection with transitioning its IR webhosting business to Q4, Market Intelligence received a minority investment in Q4. During the year ended December 31, 2020, we recorded a pre-tax gain of $11 million ($6 million after-tax), respectively, in Gain on dispositions in the consolidated statement of income related to the sale of ~~SPSE and CMA. Additionally, in October~~IR.

•In September of ~~2016,~~2020, we ~~completed the sale of Equity and Fund Research ("Equity Research") to CFRA, a leading independent provider~~

~~Table of Contents~~

~~of forensic accounting research, analytics and advisory services.~~sold our facility at East Windsor, New Jersey. During the year ended December 31, ~~2016,~~2020, we recorded a pre-tax gain of $9$4 million ($3 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of East Windsor.

•During the year ended December 31, 2020, we recorded a pre-tax gain of $1 million ($1 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of SPIAS, a business within our Market Intelligence segment, in July of 2019.

During the year ended December 31, 2019, we completed the following dispositions that resulted in a pre-tax gain of $49 million, which was included in Gain on dispositions in the consolidated statement of income:

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•In July of 2019, we completed the sale of RigData, a business within our Platts segment, to Drilling Info, Inc. RigData is a provider of daily information on rig activity for the natural gas and oil markets across North America. During the year ended December 31, 2019, we recorded a pre-tax gain of $27 million ($26 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of ~~Equity Research.~~RigData.

•In ~~September~~March of ~~2016,~~2019, we entered into an agreement to sell SPIAS to Goldman Sachs Asset Management ("GSAM"). SPIAS provides non-discretionary investment advice across institutional sub-advisory and intermediary distribution channels globally. On July 1, 2019, we completed the sale of ~~J.D. Power for $1.1 billion~~SPIAS to ~~XIO Group, a global alternative investments firm headquartered in London. We~~GSAM. During the year ended December 31, 2019, we recorded a pre-tax gain of ~~$728~~$22 million ($12 million after-tax) in ~~gain~~Gain on dispositions in the consolidated statement of income related to the sale of ~~J.D. Power.~~SPIAS.

During 2015, we completed the sale of our interest in a legacy McGraw Hill Construction investment that resulted in a pre-tax gain of $11 million in gain on dispositions in the consolidated statement of income.

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 ~~segments~~segment's contribution to operating profit. Segment operating profit is defined as operating profit before ~~unallocated~~Corporate Unallocated expense. 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.

The table below reconciles segment operating profit to total operating profit:


(in millions)	Year ended December 31,						% Change
	2021		2020		2019		’21 vs ’20	’20 vs ’19
Ratings 1	$	2,629	$	2,223	$	1,783	18%	25%
Market Intelligence 2	703		589		566		19%	4%
Platts 3	517		458		457		13%	—%
Indices 4	798		666		632		20%	5%
Total segment operating profit	4,647		3,936		3,438		18%	14%
Corporate Unallocated expense 5	(426)		(319)		(212)		(33)%	(50)%
Total operating profit	$	4,221	$	3,617	$	3,226	17%	12%

1 2021 includes a gain on disposition of $6 million, employee severance charges of $3 million and recovery of lease-related costs of $4 million. 2020 includes a technology-related impairment charge of $11 million, lease-related costs of $5 million and employee severance charges of $4 million. 2019 includes employee severance charges of $11 million. 2021, 2020 and 2019 include amortization of intangibles from acquisitions of $10 million, $7 million and $2 million, respectively.

22021 includes acquisition-related costs of $2 million. 2021and 2020 include employee severance charges of $3 million and $27 million, respectively, a gain on dispositions of $3 million and $12 million, respectively, and lease-related costs of $1 million and $3 million, respectively. 2019 includes a gain on the sale of SPIAS of $22 million, employee severance charges of $6 million and acquisition-related costs of $4 million. 2021, 2020 and 2019 includes amortization of intangibles from acquisitions of $65 million, $76 million and $75 million, respectively.

3 2021 includes recovery of lease-related costs of $2 million. 2020 includes employee severance charges of $11 million and lease-related costs of $2 million. 2019 includes a gain on the sale of RigData of $27 million andemployee severance charges of $1 million. 2021, 2020 and 2019 includes amortization of intangibles from acquisitions of $8 million, $9 million, and $12 million.

42021 includes recovery of lease-related costs of $1 million. 2020 includes employee severance charges of $5 million, a lease impairment charge of $4 million, a technology-related impairment charge of $2 million and lease-related costs of $1 million. 2021, 2020 and 2019 includes amortization of intangibles from acquisitions of $6 million.

52021 and 2020 includes IHS Markit merger costs of $249 million and $24 million, respectively. 2021, 2020, and 2019 include employee severance charges of $13 million, $19 million and $7 million, respectively, lease impairments of $3 million, $116 million and $11 million, respectively, and Kensho retention related expenses of $2 million, $12 million, and $21 million, respectively. 2021 includes lease-related costs of $4 million, acquisition-related costs of $2 million and a gain on disposition of $2 million. 2020 includes a gain related to an acquisition of $1 million. Additionally, 2021, 2020 and 2019 include amortization of intangibles from acquisitions of $7 million, $26 million, and $28 million.

2021

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(in millions) Year ended December 31, % Change
2017 2016 2015 ’17 vs ’16 ’16 vs ’15
Ratings ¹
$ 1,524
$ 1,262
$ 1,078
21% 17%
Market and Commodities Intelligence ²
793
1,822
585
(56)% N/M
Indices ³
471
412
392
14% 5%
Total segment operating profit 2,788
3,496
2,055
(20)% 70%
Unallocated expense ⁴
(178 ) (127 ) (138 ) 40% (8)%
Total operating profit $ 2,610
$ 3,369
$ 1,917
(23)% 76%

~~N/M - not meaningful~~

~~2017 includes legal settlement expenses of $55 million and employee severance charges of $25 million. 2016~~includes a benefit related to net legal settlement insurance recoveries of $10 million and employee severance charges of $6 million. 2015 includes net legal settlement expenses of $54 million and employee severance charges of $13 million. 2017, 2016 and 2015 also includes amortization of intangibles from acquisitions of $4 million, $5 million and $5 million, respectively.

2017 includes non-cash acquisition and disposition-related adjustments of $15 million, employee severance charges of $9 million, a charge to exit a leased facility of $6 million, and an asset write-off of $2 million. 2016 includes a $1.1 billion gain from our dispositions, disposition-related costs of $48 million, a technology-related impairment charge of $24 million and an acquisition-related cost of $1 million. 2015 includes acquisition-related costs related to the acquisition of SNL of $37 million and costs identified operating efficiencies primarily related to employee severance charges of $33 million. 2017, 2016 and 2015 includes amortization of intangibles from acquisitions of $87 million, $85 million and $57 million, respectively.


³	~~2017, 2016 and 2015 includes amortization of intangibles from acquisitions of $7 million, $6 million and $5 million, respectively.~~

⁴

2017 includes a charge to exit leased facilities of $19 million, employee severance charges of $10 million and a pension related charge of $8 million. 2016 includes $3 million from a disposition-related reserve release. 2015 includes a gain of $11 million related to the sale of our interest in a legacy McGraw Hill Construction investment and costs related to identified operating efficiencies primarily related to employee severance charges of $10 million.

~~2017~~

Segment Operating Profit — ~~Decreased $0.7 billion,~~ Increased $711 million or ~~20%~~18% as compared to ~~2016.~~2020. Excluding the impact of higher employee severance charges in 2020 of 2 percentage points and higher lease-related costs of 1 percentage point in 2020, segment operating profit increased 15%. The increase was primarily due to an increase in revenue at all of our reportable segments combined with a decrease in occupancy costs, partially offset by higher incentive costs and an increase in compensation costs driven by additional headcount and annual merit increases. 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 33% compared to 2020. Excluding the unfavorable impact of ~~the gain on dispositions~~IHS Markit merger costs in ~~2016~~2021 of 3645 percentage points, higher ~~net legal settlement expenses~~lease-related costs in ~~2017 of 2 percentage points, higher employee severance charges in 2017~~2021 of 1 percentage point and ~~non-cash acquisition and disposition-related adjustments~~higher acquisition-related costs in ~~2017~~2021 of 1 percentage point, partially offset by ~~the favorable impact~~higher lease impairments in 2020 of 23 percentage points, higher ~~disposition-related costs~~amortization of intangibles in ~~2016~~2020 of 4 percentage points, higher Kensho retention related expense in 2020 of 2 percentage points and higher employee severance charges in 2020 of 1 percentage point, Corporate Unallocated expense increased 16% primarily due to higher incentive costs.

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.

2020

Segment Operating Profit — Increased $498 million, or 14% as compared to 2019. Excluding the impact of higher employee severance charges in 2020 of 1 percentage point, a higher gain on dispositions in 2019 of 1 percentage point primarily related to the sale of RigData and SPIAS, a technology-related impairment charge in ~~2016~~2020 of less than 1 percentage point and lease-related costs in 2020 of less than 1 percentage point, segment operating profit increased 17%. ~~This~~The increase

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was primarily due to an increase in revenue ~~growth~~ at ~~Ratings~~all of our reportable segments combined with a decrease in travel and ~~Indices as discussed above,~~entertainment expenses from non-essential travel restrictions in response to COVID-19, partially offset by an increase in incentive costs and higher compensation costs ~~due to additional increased incentive costs~~driven by annual merit increases and additional headcount. ~~See “ – Segment Review” below for further information.~~

Corporate Unallocated Expense— ~~Increased by $51 million or 40% as compared to 2016. These expenses, included in selling and general expenses, mainly include~~ Corporate Unallocated expense includes costs for corporate center functions, select initiatives and unoccupied office ~~space.~~space and Kensho, included in selling and general expenses. Corporate Unallocated expense increased by $107 million or 50% as compared to 2019. Excluding the ~~unfavorable~~ impact of ~~a charge to exit leased facilities~~higher lease impairment charges in ~~2017~~2020 of 1453 percentage points, ~~a pension related charge~~IHS Markit merger costs in ~~2017~~2020 of 712 percentage points and higher employee severance charges in ~~2017~~2020 of 86 percentage points, partially offset by lower Kensho retention related expense in 2020 of 6 percentage points and a ~~disposition-related reserve release~~gain on disposition in ~~2016~~2020 of 2 percentage points, ~~unallocated~~Corporate Unallocated expense ~~increased 9%. This increase was~~decreased 12% primarily ~~due~~driven by lower rental expense from a reduction in the Company's real estate footprint, a decrease in travel and entertainment expenses and lower professional fees, partially offset by contributions to ~~performance related incentive compensation and Company-wide technology projects.~~the S&P Global Foundation made in 2020.

Foreign exchange rates had a favorable impact on operating profit of 1 percentage point. The foreign exchange rate impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities. Constant currency impacts are estimated by recalculating 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 monetary assets and liabilities denominated in currencies other than the individual business' functional currency.

~~2016~~

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Other (Income) Expense, net

~~Segment Operating Profit —~~ ~~Increased $1.4 billion,~~

Other (income) expense, net primarily includes the net periodic benefit cost for our retirement and post retirement plans. Other income, net for 2021 and 2020 was $62 million and $31 million, respectively, and other expense, net for 2019 was $98 million. During the year ended December 31, 2020, lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.K. pension plan, triggering the recognition of a non-cash pre-tax settlement charge of $3 million. During the year ended December 31, 2019, the Company purchased a group annuity contract under which an insurance company assumed the Company’s obligation to pay pension benefits to approximately 4,600 retirees and beneficiaries. This purchase eliminates all future investment or ~~70% as~~mortality risk associated with these retirees. The purchase of this group annuity contract was funded with pension plan assets. As a result, the Company’s outstanding pension benefit obligation was reduced by approximately $370 million, representing approximately 24% of the total obligations of the Company’s qualified pension plans. In connection with this transaction, the Company recorded a pre-tax settlement charge of $113 million, reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan. Excluding these charges, other income, net was $62 million, $34 million and $14 million for 2021, 2020 and 2019, respectively. The increase in other (income) expense, net in 2021 compared to 2015. Excluding the favorable impact of the gain from our dispositions of 55 percentage points, higher net legal settlement insurance recoveries in 2016 of 3 percentage points, higher acquisition-related costs in 2015 of 2 percentage points, higher employee severance charges in 2015 of 2 percentage points, partially offset by the unfavorable impact of a technology-related impairment charge of 1 percentage point, higher amortization of intangibles from acquisitions of 2 percentage points and higher disposition-related costs of 2 percentage points, segment operating profit increased 13%. Revenue growth at Market and Commodities Intelligence, Ratings and Indices were the primary drivers for the increase. Decreased costs at Ratings and our legacy Capital IQ business2020 was primarily due to ~~reduced headcount following our 2015 restructuring actions also contributed to segment operating profit growth. See “ – Segment Review” below for further information.~~

~~Unallocated Expense~~— ~~Decreased by $11 million or 8% as~~a higher gain on investments in 2021 and the increase in 2020 compared to 2015. These expenses, included in selling and general expenses, mainly include costs for corporate center functions, select initiatives and unoccupied office space. Excluding the unfavorable impact of a gain on the sale of our interest in a legacy McGraw Hill Construction investment in 2015 of 8 percentage points, partially offset by the favorable impact of a disposition-related reserve release of 2 percentage points and higher employee severance charges in 2015 of 7 percentage points, unallocated expense decreased 7%2019 was primarily due to a higher ~~2016 pension income as well as a reduction~~loss on investments in ~~professional service fees.~~2019.

Foreign exchange rates had a favorable impact on operating profit of 2 percentage points. The foreign exchange rate impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities. Constant currency impacts are estimated by recalculating 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 monetary assets and liabilities denominated in currencies other than the individual business' functional currency.

Interest Expense, net

Net interest expense for ~~2017~~2021 decreased ~~$32~~$22 million or ~~18% as~~16% compared to ~~2016,~~2020, primarily asdue to lower interest expense resulting from the refinancing of a ~~result~~series of our senior notes in August of 2020. Net interest expense for 2020 remained relatively unchanged compared to 2019, increasing less than 1%.

Loss on Extinguishment of Debt

The year ended December 31, 2020 includes $279 million related to the redemption fee on the early retirement of our 4.4% senior notes due in 2026 and a portion of the ~~favorable impact of lower interest rates on the $500 million of~~6.55% senior notes ~~issued~~due in ~~2016 compared to the $400 million~~2037 and 4.5% senior notes ~~that were repaid~~due in 2048 in the third quarter of ~~2016.~~

~~Net interest expense for 2016 increased $79 million or 77% as compared to 2015, primarily as a result of the $700~~2020. The year ended December 31, 2019 includes $57 million of senior notes issued in the second quarter of 2015, the $2.0 billion of senior notes issued in the third quarter of 2015 and the $500 million of senior notes issued in the third quarter of 2016. Additionally, net interest expense in 2016 includes a redemption fee oncosts associated with the early ~~payment~~repayment of our ~~5.9% senior notes due in 2017. These increases were partially offset by the favorable impact~~3.3% Senior Notes and a portion of ~~lower interest rates on the $500 million of senior notes issued in the third quarter of 2016.~~our 6.55% Senior Notes.

Provision for Income Taxes

Comprehensive tax legislation, enacted through the Tax Cuts and Jobs Act (“TCJA”) on December 22, 2017, significantly modified U.S. corporate income tax law. Provisional amounts have been recorded in our financial statements based on the Company’s initial analysis of the TCJA. The Company may adjust these amounts in future periods if our interpretation of the TCJA changes or as additional guidance from the U.S. Treasury becomes available. As a result of the TCJA, a provisional amount of $149 million has been recorded which reflects a one-time tax charge of approximately $173 million on the deemed repatriation of foreign earnings

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and a one-time tax benefit of approximately $24 million in respect of the re-valuation of net U.S. deferred tax liabilities at the reduced corporate income tax rate. While the TCJA reduced net income in 2017, the Company is anticipating an ongoing future benefit from the lower corporate income tax rate.

Our effective tax rate was ~~33.4%~~21.6%, 21.5% and 21.4% for ~~2017,~~2021, 2020 and ~~30.1% for 2016 and 2015.~~2019, respectively. The increase in ~~2017~~2021 was primarily due to a change in the ~~one-time tax charge for the deemed repatriation~~mix of ~~foreign earnings, net of~~income by jurisdiction. The increase in 2020 was primarily due to a decrease in the recognition of excess tax benefits associated with share-based payments in the statement of ~~income and the re-valuation of net U.S. deferred tax liabilities at the reduced corporate income tax rate.~~income.

The Company is continuously subject to tax examinations in various jurisdictions. In May 2017, the IRS issued a 30-Day Letter proposing to increase the Company’s federal income tax for the 2015 tax year by approximately $242 million. The proposed increase relates primarily to the IRS’s proposed disallowance of claimed tax deductions for certain amounts paid in 2015 to settle lawsuits by nineteen states and the District of Columbia. We vigorously disagree with the proposed adjustment and have filed a formal protest with the IRS to contest the matter before the IRS Appeals Office. This development does not materially change our initial assessment of the deductibility of our settlement payments.

Segment Review

Ratings

Ratings is an independent provider of credit ratings, research, and analytics to investors, issuers and other market participants. 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 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 ~~differentiates~~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, ~~and~~as well as structured finance debt instruments; and

•bank loan ~~ratings; and~~

corporate credit estimates, which are intended, based on an abbreviated analysis, to provide an indication of our opinion regarding creditworthiness of a company which does not currently have a Ratings credit rating.

ratings.

Non-transaction revenue 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.~~analytics at CRISIL. Non-transaction revenue also includes an intersegment royalty charged to Market ~~and Commodities~~ Intelligence for the rights to use and distribute content and data developed by Ratings. Royalty revenue ~~from Market~~for 2021, 2020 and ~~Commodities Intelligence for 2017, 2016 and 2015~~2019 was ~~$100~~$136 million, ~~$92~~$128 million and ~~$83~~$118 million, respectively.

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The following table provides revenue and segment operating profit information for the years ended December 31:


(in millions)	Year ended December 31,									% Change
	2021			2020			2019			’21 vs ’20		’20 vs ’19
Revenue	$	4,097		$	3,606		$	3,106		14	%	16	%

Transaction revenue 1	$	2,253		$	1,969		$	1,570		14	%	25	%
Non-transaction revenue 1	$	1,844		$	1,637		$	1,536		13	%	7	%
% of total revenue:
Transaction revenue	55		%	55		%	51		%
Non-transaction revenue	45		%	45		%	49		%

U.S. revenue	$	2,398		$	2,110		$	1,745		14	%	21	%
International revenue	$	1,699		$	1,496		$	1,361		14	%	10	%
% of total revenue:
U.S. revenue	59		%	59		%	56		%
International revenue	41		%	41		%	44		%

Operating profit 2	$	2,629		$	2,223		$	1,783		18	%	25	%
% Operating margin	64		%	62		%	57		%

(in millions) Year ended December 31, % Change
2017 2016 2015 ’17 vs ’16 ’16 vs ’15
Revenue $ 2,988
$ 2,535
$ 2,428
18 % 4 %

Transaction revenue $ 1,540
$ 1,178
$ 1,107
31 % 6 %
Non-transaction revenue $ 1,448
$ 1,357
$ 1,321
7 % 3 %
% of total revenue:
Transaction revenue 52 % 46 % 46 %
Non-transaction revenue 48 % 54 % 54 %

U.S. revenue $ 1,716
$ 1,462
$ 1,390
17 % 5 %
International revenue $ 1,272
$ 1,073
$ 1,038
19 % 3 %
% of total revenue:
U.S. revenue 57 % 58 % 57 %

International revenue 43 % 42 % 43 %

Operating profit ¹
$ 1,524
$ 1,262
$ 1,078
21 % 17 %
% Operating margin 51 % 50 % 44 %

~~2017~~1In the first quarter of 2021, we reevaluated our transaction and non-transaction presentation for Ratings which resulted in a reclassification from transaction revenue to non-transaction revenue of $8 million and $7 million for the years ended December 31, 2020 and 2019, respectively.

22021 includes a gain on disposition of $6 million, recovery of lease-related costs of $4 million, and employee severance charges of $3 million. 2020 includes a technology-related impairment charge of $11 million, lease-related costs of $5 million and employee severance charges of $4 million. 2021, 2020 and 2019 include amortization of intangibles from acquisitions of $10 million, $7 million and $2 million, respectively.

2021

Revenue increased 18%. Transaction revenue grew primarily due to growth in bank loan ratings revenue in the U.S. and Europe and an increase in corporate bond ratings revenue driven by an increase in corporate bond issuance. The increase in bank loan ratings revenue was driven by refinancing activity from the low interest rate environment. The increase in structured finance revenue driven by increased U.S. collateralized loan obligations and U.S. commercial mortgage-backed securities issuance also contributed to revenue growth. These increases were partially offset by a decline in public finance revenue driven by lower state and municipal bond issuance. Non-transaction revenue grew primarily due to an increase in surveillance fees and higher entity credit ratings revenue.

Operating profit increased 21%. Excluding the unfavorable impact of higher net legal settlement expenses in 2017 of 5 percentage points and higher employee severance charges in 2017 of 1 percentage point, operating profit increased 27%. This increase is primarily due to revenue growth, partially offset by higher compensation costs related to increased incentive costs and additional headcount. A reduction in legal fees and professional service fees also had14%, with a favorable impact ~~on operating profit growth.~~

~~2016~~

~~Revenue increased 4%, which includes the unfavorable impact of~~from foreign exchange rates ~~that reduced revenue by~~of 1 percentage point. Transaction revenue increased due to ~~growth in U.S.~~higher bank loan ratings revenue driven by increased M&A activity and an increase in structured finance revenue primarily driven by increased issuance of U.S. CLOs. Non-transaction revenue increased primarily due to an increase in surveillance, entity credit ratings, an increase in revenue at our CRISIL subsidiary and higher RES revenue driven by increased M&A activity. Transaction and non-transaction revenue also benefited from improved contract terms across product categories.

Operating profit increased 18%, with a favorable impact from foreign exchange rates of 1 percentage point. The impact of revenue growth and lower occupancy costs was partially offset by an increase in incentive costs and higher compensation costs due to annual merit increases, additional headcount and human capital investments, as well as the ramp up of technology and strategic initiatives.

2020

Revenue increased 16% including a favorable benefit of 1 percentage point from the impact of recent acquisitions. Transaction revenue grew due to an increase in corporate bond ratings revenue ~~largely~~primarily driven by ~~refinancing activity~~higher corporate bond issuance in the U.S. mainly resulting from borrowers’ need for increased liquidity in light of the pandemic-related economic downturn, historically low ~~interest rate environment,~~borrowing costs, and central bank lending actions initially announced at the end of the first quarter of 2020, partially offset by a decrease in bank loan ratings revenue and structured finance ~~revenue. Revenue growth benefited from increased contract realization.~~revenues. Non-transaction revenue ~~grew~~increased primarily due to an increase in surveillance ~~fees, partially offset by a decline in Ratings Evaluation Service activity.~~

~~Operating profit increased 17%. Excluding the favorable impact of~~revenue, royalty revenue, and higher net legal settlement insurance recoveries in 2016 of 6 percentage points and lower employee severance charges in 2016 of 1 percentage point, operating profit increased 10%. The increase is due to both revenue growth and expense reduction. Reduced expenses were primarilyRES activity driven by ~~reduced professional fees following~~increased M&A activity in the ~~completion~~fourth quarter of ~~the Company's program for the 2015 implementation of the Dodd-Frank Wall Street Reform~~2020. Transaction and Consumer Protection Act and reduced legal fees following the resolution of a number of significant legal matters. These decreases were partially offset by higher compensation costs related to increased incentive costs and additional headcount.non-transaction revenue also benefited from improved contract terms across product categories. Foreign exchange rates had a favorable impact of less than 1 percentage point. Revenue was favorably impacted by the acquisitions of the ESG Ratings Business from RobecoSAM and Greenwich Associates LLC in January of 2020 and February of 2020, respectively. See Note 2 - Acquisitions and Divestitures to the consolidated financial

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statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.

Operating profit increased 25%, with a 2 percentage point favorable impact from foreign exchange rates. Excluding the impact of a technology-related impairment charge in 2020 of less than 1 percentage point, lease-related costs in 2020 of less than 1 percentage point and higher amortization of intangible assets in 2020 of less than 1 percentage point, partially offset by higher employee severance charges in 2019 of less than 1 percentage point, operating profit increased 25%. The impact of ~~1 percentage point.~~revenue growth was partially offset by an increase in incentive costs and higher compensation costs due to annual merit increases and additional headcount, partially offset by a decrease in travel and entertainment expenses from non-essential travel restrictions in response to COVID-19.

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Market Issuance Volumes

We monitor market issuance volumes regularly within Ratings. Market issuance volumes noted within the discussion that follows are based on ~~the domicile of the issuer. Issuance volumes can be reported in two ways: by “domicile” which is based on~~ where an issuer is located or where the assets associated with an issue are ~~located, or based on “marketplace” which is where the bonds are sold.~~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 ~~market~~ issuance levels as compared to the prior year based on data from SDC Platinum for Corporate bond issuance and based on a composite of ~~Thomson Financial, Harrison Scott Publications, Dealogic~~external data feeds and Ratings' internal ~~estimates.~~estimates for Structured Finance issuance.


	2021 Compared to 2020
Corporate Bond Issuance *	U.S.	Europe	Global
High-yield issuance	12%	37%	18%
Investment-grade issuance	(23)%	(1)%	(2)%
Total issuance	(16)%	4%	—%

* Includes Industrials and Financial Services.

2017 Compared to 2016
Corporate Bond Issuance U.S. Europe Global
High-yield issuance 24% 63% 53%
Investment grade 8% (2)% 1%
Total new issue dollars — Corporate issuance 10% 5% 6%

~~Corporate~~•High-yield issuance was up in both the U.S and Europe as issuers were taking advantage of historically low borrowing costs. Investment-grade issuance was down in both the U.S. and Europe reflecting comparisons against a strong prior year period as a number of large financing transactions contributed to the increase in investment-grade issuance in the U.S. and Europe ~~was up as a result of more favorable market conditions primarily due to tightening credit spreads and some issuers that went to market~~ in advance of expected interest rate increases. Both high-yield and investment grade issuance comparisons also benefited from weakness in 2016 due to market volatility and political and economic uncertainty in the European markets.2020.


	2017 Compared to 2016				2021 Compared to 2020
Structured Finance	U.S.	Europe	Global	Structured Finance	U.S.	Europe	Global
Asset-backed securities (“ABS”)	12%	(12)%	7%	Asset-backed securities (“ABS”)	43%	22%	43%
Structured credit	87%	74%	85%
Structured credit (primarily CLOs)				Structured credit (primarily CLOs)	241%	286%	250%
Commercial mortgage-backed securities (“CMBS”)	20%	(5)%	19%	Commercial mortgage-backed securities (“CMBS”)	90%	211%	94%
Residential mortgage-backed securities (“RMBS”)	46%	(34)%	3%	Residential mortgage-backed securities (“RMBS”)	99%	43%	64%
Covered bonds	*	9%	—%	Covered bonds	**	15%	22%
Total new issue dollars — Structured finance	36%	2%	18%
Total issuance				Total issuance	111%	62%	85%

** Represents no activity in ~~2017~~2021 and ~~2016.~~2020.

•ABS issuance ~~was up~~increased in the U.S. and Europe primarily driven by ~~an increase in auto transactions, commercial real estate loans~~growth across all sub asset classes led by Credit Cards, Student Loans, Autos and ~~student loans.~~ ~~European ABS declined due to key auto issuers completing financing in the unsecured debt market.~~

Esoterics.

~~Issuance was up~~

•CLO issuance increased in the U.S. and European structured credit markets driven by ~~increased collateralized loan obligations ("CLO") refinancing engagements primarily~~growth in leveraged loans due to ~~overall market conditions.~~strong M&A activity and investor demand for high risk adjusted yield.

•CMBS issuance was up in the U.S. reflecting increased market volume ~~due to a low interest rate environment and favorable reaction to~~in large single-asset single-borrower (SASB) as market conditions improved from early in the ~~new risk retention rules. European~~pandemic. CMBS issuance in Europe was ~~down,~~also up, although from a low ~~2016~~2020 base.

•RMBS ~~volume~~issuance was up in the U.S. ~~was up driven primarily by favorable reaction~~and Europe reflecting increased market volume due to the new risk retention rules and favorable market conditions leading to increased activity in single family rentals, credit risk transfers, and non-qualified mortgage deals. EMEA issuance declined as central bank liquidity schemes provided other opportunities for funding sources.an improved housing market.

•Covered bond (debt securities backed by mortgages or other high-quality assets that remain on the issuer's balance sheet) issuance in Europe ~~was up partially due to the impact from the European Central Bank's covered bond asset purchase program.~~increased in 2021 driven by improved market conditions.

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Industry Highlights and Outlook

Revenue increased in ~~2017~~2021 primarily ~~due to~~driven by an increase in bank loan ratings revenue, structured finance transaction revenues and ~~corporate bond ratings~~non-transaction revenue. In 2021, Ratings continued to focus on developing key product offerings in ESG and launched new Social and Sustainability products. ESG initiatives and international expansion in China continues to be areas of focus for Ratings.

CRISIL revenue increased across all segments, primarily driven by ~~refinancing activity~~Global Benchmarking Analytics and Global Research & Risk solutions from the ~~low interest rate environment. High-yield~~recovery of the banking sector and ~~investment grade corporate issuance volumes~~ increased focus on sustainability, credit risk and model validation projects. This growth is expected to extend into 2022 led by the financial research and research & analytics businesses.

Continued focus on maintaining an effective analytical workforce with targeted hiring and a competitive compensation structure. Technology investments from the expansion and improvements in the cloud infrastructure, as ~~a result~~well as enhancements to the delivery and value add of ~~more favorable market conditions primarily due~~the Ratings content to ~~tightening credit spreads and some issuers that went to market in advance of expected interest rate increases.~~customers.

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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 being considered by local, national, foreign and multinational bodies and are likely to continue to be considered in the future, including provisions seeking to reduce regulatory and investor reliance on credit ratings, remuneration and rotation of credit rating agencies, and liability standards applicable to credit rating agencies. The impact on us of the adoption of any such laws, regulations or rules remains uncertain, but could increase the costs and legal risks relating to Ratings’ rating activities, or adversely affect our ability to compete and/or our remuneration, or result in changes in the demand for credit ratings.

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. 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 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.

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 they conduct 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

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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 ~~European Union,~~EU, which became effective in 2010. CRA1 requires the registration, formal regulation and periodic inspection of credit rating agencies operating in the ~~European Union.~~EU. Ratings was granted registration in October of 2011. In January of 2011, the ~~European Union~~EU established the European Securities and Markets Authority (“ESMA”), which, among other things, has direct supervisory responsibility for the registered credit rating industry throughout the ~~European Union.~~EU.

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

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•impose additional procedural and substantive requirements on the pricing of services.

The financial services industry is subject to the potential for increased regulation in the ~~European Union.~~EU.

Other Jurisdictions

Outside of the U.S. and the ~~European Union,~~EU, 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. This includes the UK, which has established a credit rating agencies oversight regime similar to that in place in the EU, and where Ratings was granted registration with the Financial Conduct Authority on January 1, 2021. 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,~~1A, Risk Factors, in this 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 this Annual Report on Form 10-K.

Market ~~and Commodities~~ Intelligence

Market ~~and Commodities~~ Intelligence's portfolio of capabilities ~~are~~is designed to help ~~the financial community,~~investment professionals, government agencies, corporations and ~~professional service firms~~universities track performance, generate ~~better investment returns,~~alpha, identify ~~new trading and~~ investment ideas, understand competitive and industry dynamics, perform ~~risk analysis, develop mitigation strategies~~valuations and ~~provide high-value information to the commodity and energy markets that enable its customers to make better informed trading and business decisions.~~assess credit risk.

In December of ~~2017,~~2021, as part of our Sustainable1 investments, we ~~announced~~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 will add capabilities to S&P Global's leading portfolio of essential ESG insights and solutions for its customers. Through this acquisition, S&P Global ~~Platts, a business line within Market and Commodities Intelligence,~~ will be ~~managed as a separate~~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.

In December of 2021, S&P Global entered into an agreement to sell CUSIP Global Services ("CGS") business, ~~and comprise a separate reportable~~included in our Market Intelligence segment, ~~effective January 1, 2018. We will begin reporting~~to FactSet Research Systems for $1.925 billion, with the ~~financial results~~agreement subject to customary purchase price adjustments. The agreement represents continued progress toward completing the pending merger of S&P Global and IHS Markit, and the divestiture is dependent on expected closing of the merger with IHS Markit and other customary conditions. We have also pledged to divest our Leveraged Commentary and Data (“LCD”) business, included in our Market Intelligence ~~and~~segment, along with a related family of leveraged loan indices as a condition for regulatory approval. Under the European Commission's conditional approval of the merger of S&P Global ~~Platts as separate reportable segments beginning with~~and IHS Markit, execution of an agreement to sell the LCD business can occur after the closing of the merger. The divestitures remain subject to further review and approval by antitrust regulators. Subject to certain closing conditions, the merger is expected to be completed in the first quarter of ~~2018.~~2022.

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In January of ~~2017, we completed the sale of Quant House SAS ("QuantHouse"), included in our~~2020, Market ~~and Commodities~~ Intelligence ~~segment, to QH Holdco, an independent third party. In November of 2016, we~~ entered into a ~~put option agreement that gave the Company the right, but not the obligation,~~strategic alliance to ~~put the entire share capital~~transition S&P Global Market Intelligence's IR webhosting business to Q4, a third party provider of ~~QuantHouse~~investor relations related services. This alliance integrated Market Intelligence's proprietary data into Q4's portfolio of solutions, enabling further opportunities for commercial collaboration. In connection with transitioning its IR webhosting business to ~~QH Holdco. As~~Q4, Market Intelligence received a ~~result, we classified the assets and liabilities of QuantHouse, net of our costs to sell, as held for sale, which is included~~minority investment in prepaid and other current assets and other current liabilities, respectively, in our consolidated balance sheet as of December 31, 2016 resulting in an aggregate loss of $31 million. On January 4, 2017, we exercised the put option, thereby entering into a definitive agreement to sell QuantHouse to QH Holdco. On January 9, 2017, we completed the sale of QuantHouse to QH Holdco.

~~In October of 2016, we completed the sale of SPSE and CMA for $425 million in cash to Intercontinental Exchange, an operator of global exchanges, clearing houses and data services.~~Q4. During the year ended December 31, ~~2016,~~2020, we recorded a pre-tax gain of ~~$364~~$11 million ($~~297~~6 million after-tax), respectively, in ~~gain~~Gain on dispositions in the consolidated statement of income related to the sale of ~~SPSE~~IR.

In March of 2019, we entered into an agreement to sell SPIAS, a business within our Market Intelligence segment, to GSAM. SPIAS provides non-discretionary investment advice across institutional sub-advisory and ~~CMA. Additionally, in October of 2016,~~intermediary distribution channels globally. On July 1, 2019, we completed the sale of ~~Equity Research, a business within our Market and Commodities Intelligence segment~~SPIAS to ~~CFRA, a leading independent provider of forensic accounting research, analytics and advisory services.~~GSAM. During ~~the year ended December 31, 2016,~~2019, we recorded a pre-tax gain of $9$22 million ($512 million after-tax) in ~~gain~~Gain on dispositions in the consolidated statement of income related to the sale of ~~Equity Research.~~

~~In September of 2016, we completed the sale of J.D. Power for $1.1 billion to XIO Group, a global alternative investments firm headquartered in London.~~SPIAS. During the ~~year~~years ended December 31, ~~2016,~~2021 and 2020, we recorded a pre-tax gain of ~~$728~~$3 million ($~~516~~3 million after-tax) and $1 million ($1 million after-tax), respectively, in ~~gain~~Gain on dispositions in the consolidated statement of income related to the sale of ~~J.D. Power.~~SPIAS 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 this Annual Report on Form 10-K for further discussion.

Market ~~and Commodities~~ Intelligence includes the following business lines:

•Desktop —a product suite that provides data, analytics and third-party research for global finance professionals, which includes the Market Intelligence Desktop (which are inclusive of the S&P Capital IQ and SNL Desktop products);

•Data Management Solutions — integrated bulk data feeds and application programming interfaces that can be customized, which includes ~~Computstat,~~Compustat, GICS, Point In Time ~~Financials~~Financials; and ~~CUSIP;~~

•Credit Risk ~~Services~~ Solutions —commercial arm that sells Ratings' credit ratings and related data, analytics and research, which includes subscription-based offerings, RatingsDirect® and RatingsXpress®;, and Credit Analytics.

Subscription revenue at Market Intelligence is primarily derived from distribution of data, analytics, third-party research, and credit ratings-related information primarily through web-based channels, including Market Intelligence Desktop, RatingsDirect®, RatingsXpress®, and Credit Analytics. Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing and analytical services.

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~~S&P Global Platts~~ — ~~the leading independent provider of~~The following table provides revenue and segment operating profit information ~~and benchmark prices~~ for the ~~commodity~~years ended December 31:


(in millions)	Year ended December 31,									% Change
	2021			2020			2019			’21 vs ’20		’20 vs ’19
Revenue	$	2,247		$	2,106		$	1,959		7	%	8	%

Subscription revenue	$	2,191		$	2,050		$	1,904		7	%	8	%
Non-subscription revenue	$	56		$	55		$	45		2	%	21	%
Asset-linked fees	$	—		$	1		$	10		(83)	%	(92)	%
% of total revenue:
Subscription revenue	98		%	97		%	97		%
Non-subscription revenue	2		%	3		%	2		%
Asset-linked fees	—		%	—		%	1		%

U.S. revenue	$	1,420		$	1,355		$	1,240		5	%	9	%
International revenue	$	827		$	751		$	719		10	%	5	%
% of total revenue:
U.S. revenue	63		%	64		%	63		%
International revenue	37		%	36		%	37		%

Operating profit 1	$	703		$	589		$	566		19	%	4	%
% Operating margin	31		%	28		%	29		%

12021 includes employee severance charges of $3 million, a gain on disposition of $3 million, acquisition-related costs of $2 million and ~~energy markets. S&P Global Platts provides essential price~~lease-related costs of $1 million. 2020 includes employee severance charges of $27 million, a gain on dispositions of $12 million and lease-related costs of $3 million. 2021, 2020 and 2019 includes amortization of intangibles from acquisitions of $65 million, $76 million and $75 million, respectively.

2021

Revenue increased 7% driven by subscription revenue growth for RatingsXpress®, RatingsDirect®, certain Market Intelligence Desktop products, and certain data ~~analytics,~~feed products within Data Management Solutions. Excluding the impact of recent dispositions favorably impacting Desktop revenue growth by 1 percentage point, revenue growth at Data Management Solutions, Credit Risk Solutions and ~~industry insight that enable~~Desktop was 11%, 8% and 5%, respectively. Both U.S. revenue and international revenue increased compared to 2021. Foreign exchange rates had a favorable impact of less than 1 percentage point.

Operating profit increased 19%, with an unfavorable impact from foreign exchange rates of less than 1 percentage point. Excluding the ~~commodities~~impact from higher employee severance charges in 2020 of 6 percentage points and

higher amortization of intangibles in 2020 of 3 percentage points, partially offset by the impact of a higher gain on the dispositions in 2020 of 3 percentage points, operating profit increased 13%. The impact of revenue growth and lower compensation costs due to reduced headcount was partially offset by an increase in cost of sales and intersegment royalties tied to annualized contract value growth, increased technology costs and higher incentive costs.

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2020

energy markets to perform with greater transparency and efficiency. Additionally, S&P Global Platts generates revenue from licensing of our proprietary market price data and price assessments to commodity exchanges.

~~We completed the sale of J.D. Power on September 7, 2016, with the results included in Market and Commodities Intelligence results through that date.~~

(in millions) Year ended December 31, % Change
2017 2016 2015 ’17 vs ’16 ’16 vs ’15
Revenue $ 2,452
$ 2,585
$ 2,376
(5 )% 9 %

Subscription revenue $ 2,317
$ 2,231
$ 1,911
4 % 17 %
Non-subscription revenue
$ 135
$ 354
$ 465
(62 )% (24 )%
% of total revenue:
     Subscription revenue 95 % 86 % 80 %
     Non-subscription revenue 5 % 14 % 20 %

U.S. revenue $ 1,396
$ 1,523
$ 1,368
(8 )% 11 %
International revenue $ 1,056
$ 1,062
$ 1,008
(1 )% 6 %
% of total revenue:
     U.S. revenue 57 % 59 % 58 %
     International revenue 43 % 41 % 42 %

Operating profit ¹
$ 793
$ 1,822
$ 585
(56 )% 212 %
% Operating margin 32 % 70 % 25 %

~~2017~~

Revenue ~~decreased 5%~~increased 8% and was ~~unfavorably~~favorably impacted by 131 percentage ~~points~~point from the net ~~impact~~effect of ~~acquisitions~~the recent acquisition of 451 Research, LLC, offset by the disposition of SPIAS and ~~dispositions. Excluding these acquisitions and dispositions,~~the IR webhosting business. The increase in revenue ~~increased primarily~~was driven by growth in annualized contract values ~~in the Market Intelligence Desktop products,~~for RatingsXpress® ~~and~~, RatingsDirect® ~~from new and existing customers. The number of users and customers continued to grow for each of these products in 2017. Increases in annualized contract value for certain of~~, our data feed products within Data Management Solutions ~~also contributed to revenue growth. Additionally, strength in S&P Global Platts' proprietary content due to continued demand for market data~~ and ~~price assessment products across all commodity sectors, led by petroleum, contributed to revenue growth. Both domestic and international revenue decreased due to~~our Market Intelligence Desktop products. Excluding the ~~unfavorable~~ impact of the acquisition and dispositions ~~discussed below. In 2017, international~~favorably impacting Desktop revenue ~~represented 43% of Market and Commodities Intelligence's total revenue compared to 41% in 2016. Revenue was favorably impacted~~growth by the acquisitions of RigData and PIRA in June of 2016 and September of 2016, respectively. Revenue was unfavorably impacted by the dispositions of J.D. Power in September of 2016, SPSE and CMA in October of 2016, Equity Fund Research in October of 2016 and QuantHouse in January of 2017. See Note 2 — ~~Acquisitions and Divestitures~~ ~~for further discussion.~~

~~Operating profit decreased 56%. Excluding the unfavorable impact of the gain on dispositions in 2016 of 62~~3 percentage points, non-cash acquisition and disposition-related adjustments in 2017 of 1 percentage point, partially offset by the favorable impact of disposition-related costs in 2016 of 2 percentage points and a technology-related impairment charge in 2016 of 1 percentage point, operating profit increased 4%. The increase is due to margin improvement from existing businesses, partially offset by the unfavorable impact of the dispositions discussed above.

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~~2016~~

~~Revenue increased 9% and was favorably impacted by 1 percentage point of~~revenue growth from the net impact of acquisitions and dispositions discussed below. Revenue growth was also driven by increases in annualized contract values in the S&P Capital IQ Desktop, RatingsXpress® and RatingsDirect® from new and existing customers. The number of users on the S&P Capital IQ Desktop and the number of customers at ~~RatingsXpress® continued to grow in 2016. Increases in annualized contract value for certain of our data feed products within~~Credit Risk Solutions, Data Management Solutions ~~also contributed to~~and Desktop was 9%, 9% and 4%, respectively. Both U.S. revenue growth. Additionally, strength in S&P Global Platts' proprietary content due to continued demand for S&P Global Platts’ market data and price assessment products across all commodity sectors, led by petroleum, and continued licensing of our proprietary market price data and price assessments to various commodity exchanges contributed to revenue growth. Both domestic and international revenue increased with international revenue representing 41% of Market and Commodities Intelligence's total revenue. Revenue was favorably impacted by the acquisitions of SNL, PIRA, RigData and Petromedia Ltd, partially offset by the unfavorablecompared to 2019. Foreign exchange rates had a favorable impact of ~~the dispositions~~1 percentage point.

Table of ~~J.D. Power, SPSE and CMA and Equity Research. See Note 2 —~~ ~~Acquisitions and Divestitures~~ ~~for further discussion.~~Contents

Operating profit increased ~~212%. Excluding the~~4%, with a 3 percentage point favorable impact from foreign exchange rates. Excluding the ~~gain on dispositions of 194 percentage points, the favorable~~ impact of ~~higher acquisition-related costs in 2015 of 6 percentage points and~~ higher employee severance charges in ~~2015~~2020 of ~~6 percentage points, partially offset by the unfavorable impact of higher disposition-related costs of 9 percentage points, higher amortization of intangibles from acquisitions of 5~~3 percentage points and a ~~technology-related impairment charge~~higher gain on dispositions in 2019 of 42 percentage points, operating profit increased ~~24%~~9%. ~~This increase is due to~~The impact of revenue growth ~~and the favorable impact of foreign exchange rates of 5 percentage points,~~was partially offset by higher compensation costs primarily due to annual merit increases, an increase in incentive costs and ~~increased~~higher technology costs, ~~primarily as~~partially offset by a ~~result of the acquisition of SNL~~decrease in ~~September of 2015.~~travel and entertainment expenses from non-essential travel restrictions in response to COVID-19.

Industry Highlights and Outlook

~~In 2017, Market and Commodities Intelligence continued to benefit from organic revenue growth and SNL integration synergies. The segment also launched a beta version of the new~~ Market Intelligence ~~platform~~continues to focus on developing key product offerings in ~~2017. Additionally, the segment integrated~~growth areas such as ESG and ~~leveraged recent acquisitions to develop~~growing new products and ~~expand its analytical capabilities~~product features leveraging technology investments. Product launches and ~~offerings.~~

~~In 2018, both~~innovation continued at Market Intelligence in 2021 with the introduction of several new ESG related products and ~~S&P Global Platts will continue to enhance its~~new products and product ~~offerings, pursue growth in new markets and geographies, and develop its analytical capabilities.~~features leveraging technology investments.

Legal and Regulatory Environment

~~Market Intelligence~~

The financial services industry is subject to the potential for increased regulation in the U.S. and abroad. Market Intelligence operates investment advisory businesses that are regulated in the U.S. under the U.S. Investment Advisers Act of 1940 (the “Investment Advisers Act”) and/or the laws of the states or other jurisdictions in which they conduct business.

Market Intelligence operates a business that is authorized and regulated in the United Kingdom by the Financial Conduct Authority (the “FCA”). As such, this business is authorized to arrange and advise on investments, and is also entitled to exercise a passport right to provide specified cross border services into other European Economic Area (“EEA”) States, and is to the conditions under the E.U. Markets in Financial Instruments Directive (“MiFID”).

~~The markets~~market for research ~~and investment advisory~~ services ~~are~~is very competitive. Market Intelligence competes domestically and internationally on the basis of a number of factors, including the quality of its research and advisory services, client service, reputation, price, geographic scope, range of products and services, and technological innovation. For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item ~~1a,~~1A, Risk Factors, in this Annual Report on Form 10-K.

~~S&P Global Platts~~

S&P Global Platts’ commodities price assessment and information business is subject to increasing regulatory scrutiny in the U.S. and abroad. As discussed below under the heading “Indices-Legal and Regulatory Environment”, the financial benchmarks industry is subject to the new pending benchmark regulation in the European Union (the “E.U. Benchmark Regulation”) as well as potential increased regulation in other jurisdictions. As a result of these measures, as well as measures that could be taken in other jurisdictions outside of Europe, S&P Global Platts will be required in due course to obtain registration or authorization in connection with its benchmark and price assessment activities in Europe and potentially elsewhere.

The ~~European Union has finalized~~EU enacted a package of legislative measures known as MiFID II ("MiFID II"), which ~~revise~~revises and ~~update~~updates the existing ~~E.U.~~EU Markets in Financial Instruments Directive framework, ~~entered into force on July 2, 2014,~~ and the substantive provisions became applicable in all EU Member States as of January 3, 2018. MiFID II includes provisions that, among other things, 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. Although the MiFID II package is “framework” legislation (meaning that much of the detail of the rules will be set out in subordinate measures, including some technical standards yet to be adopted by the European Commission), the introduction of the MiFID II package may result in changes to the manner in which Market Intelligence licenses certain products. MiFID II may impose regulatory burdens on Market Intelligence activities in the EU, although the exact impact and costs are not yet known.

For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A, Risk Factors, in this 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 this Annual Report on Form 10-K.

Platts

Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets. Platts provides essential price data, analytics, and industry insight enabling the commodity and energy markets to perform with greater transparency and efficiency.

On July 31, 2019, we completed the sale of RigData, a business within our Platts segment, to Drilling Info, Inc. RigData is a provider of daily information on rig activity for the natural gas and oil markets across North America. During the year ended December 31, 2019, we recorded a pre-tax gain of $27 million ($26 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of RigData. See Note 2 - Acquisitions and Divestitures to the consolidated financial statements of this Form 10-K for further discussion.

Platts' 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;

•Sales usage-based royalties — primarily from licensing of our proprietary market price data and price assessments to commodity exchanges; and

•Non-subscription revenue — conference sponsorship, consulting engagements, and events.

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The following table provides revenue and segment operating profit information for the years ended December 31:


(in millions)	Year ended December 31,									% Change
	2021			2020			2019			’21 vs ’20		’20 vs ’19
Revenue	$	950		$	878		$	844		8	%	4	%

Subscription revenue	$	871		$	809		$	774		8	%	5	%
Sales usage-based royalties	$	66		$	62		$	60		7	%	3	%
Non-subscription revenue	$	13		$	7		$	10		N/M		(39)	%
% of total revenue:
Subscription revenue	92		%	92		%	92		%
Sales usage-based royalties	7		%	7		%	7		%
Non-subscription revenue	1		%	1		%	1		%

U.S. revenue	$	310		$	283		$	281		10	%	—	%
International revenue	$	640		$	595		$	563		8	%	6	%
% of total revenue:
U.S. revenue	33		%	32		%	33		%
International revenue	67		%	68		%	67		%

Operating profit 1	$	517		$	458		$	457		13	%	—	%
% Operating margin	54		%	52		%	54		%

N/M- Represents a change equal to or in excess of 100% or not meaningful

12021 includes recovery of lease-related costs of $2 million. 2020 includes employee severance charges of $11 million and lease-related costs of $2 million. 2021, 2020, and 2019 includes amortization of intangibles from acquisitions of $8 million, $9 million, and $12 million, respectively.

2021

Revenue increased 8% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts. An increase in sales usage-based royalties from the licensing of our proprietary market price data and price assessments to commodity exchanges mainly due to increased trading volumes in Petroleum and LNG also contributed to revenue growth. Both U.S. revenue and international revenue grew compared to 2021. Petroleum continues to be the most significant revenue driver, followed by natural gas, power & renewables, petrochemicals, metals & agriculture, and shipping also contributing to revenue growth.

Operating profit increased 13% with an unfavorable impact from foreign exchange rates of less than 1 percentage point. Excluding the impact of higher employee severance charges in 2020 of 3 percentage points and higher lease-related costs in 2020 of 1%, operating profit increased 9%. The increase was primarily due to revenue growth partially offset by an increase in operating costs to support business initiatives at Platts and an increase in incentive costs.

2020

Revenue increased 4% and was unfavorably impacted by less than 1 percentage point from the net effect of recent acquisitions of Enerdata and Live Rice Index and the disposition of RigData. Revenue increased primarily due to continued demand for market data and market insights products driven by both expanded product offerings to our existing customers combined with enhanced contract terms. Additionally, an increase in sales usage-based royalties from the licensing of our proprietary market price data and price assessments to commodity exchanges due to increased trading volumes in the first half of 2020 contributed to revenue growth. These increases were partially offset by a decrease in conference revenue as a result of cancellation and postponement of events due to COVID-19. International revenue grew and U.S. revenue remained relatively unchanged compared to 2019 with the U.S revenue growth rate being unfavorably impacted by the disposition of RigData in July of 2019. Petroleum continues to be the most significant revenue driver, followed by natural gas, power & renewables, metals & agriculture and petrochemicals also contributing to revenue growth. Foreign exchange rates had a favorable impact of less than 1 percentage point.

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Operating profit remained relatively unchanged with a favorable impact from foreign exchange rates of less than 1 percentage point. Excluding the unfavorable impact of the gain on disposition of RigData in 2019 of 6 percentage points and higher employee severance charges in 2020 of 2 percentage points, operating profit increased 8%. The increase was primarily due to revenue growth combined with a reduction in expenses. Expenses decreased primarily due to a decrease in travel and entertainment expenses from non-essential travel restrictions in response to COVID-19, lower costs as a result of cancellation and postponement of events due to COVID-19 and the favorable impact of a benefit resulting from one-time costs related to the discontinuation of a product line at Platts in 2019. These decreases were partially offset by an increase in operating costs to support business initiatives at Platts and higher incentive costs.

Industry Highlights and Outlook

In 2021, sustained demand for market data and market insight products, led by petroleum, continued to drive revenue growth. Platts introduced S&P Platts Dimension Pro in 2021 that provides a fully integrated user experience connecting pricing, market commentary, news and analytics. Additionally, Platts introduced several new ESG related products in 2021. Platts continues to focus on developing new product and product features leveraging technology investments and developing key product offerings in ESG.

Legal and Regulatory Environment

Platts’ commodities price assessment and information business is subject to increasing regulatory scrutiny. As discussed below under the heading “Indices-Legal and Regulatory Environment”, the benchmarks industry is subject to the new regulation in the EU (the “EU Benchmark Regulation”) as well as potential increased regulation in other jurisdictions. Platts has obtained authorization and is now supervised by the Dutch Authority for the Financial Markets in the Netherlands under the EU Benchmark Regulation, 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 UK equivalent) ends, as well as in jurisdictions outside of Europe if they pass similar legislation. For a further discussion of competitive and other risks inherent in our Platts business, see Item 1A, Risk Factors, in this Annual Report on Form 10-K.

European Union

The EU has enacted MiFID II, which revise and update the existing EU Markets in Financial Instruments Directive and the substantive provisions ~~apply~~became applicable in all ~~E.U.~~EU Member States as of January 3, 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). Although the MiFID II package is “framework” legislation (meaning that much of the detail of the rules will be set out in subordinate measures, including some technical standards yet to be adopted by the European ~~Commission. The~~Commission), the introduction of the MiFID II package may result in changes to the manner in which Platts licenses its price assessments. MiFID II and the Market Abuse Regulation ~~(“MAR”~~("MAR") may impose additional regulatory burdens on ~~Platts’s~~Platts activities in the ~~European Union, although the exact impact and costs are~~EU over time, but they have not yet ~~known.~~

resulted in increased substantive impact or costs.

In October of 2012, IOSCO issued its Principles for Oil Price Reporting Agencies ("PRA ~~Principles which set out principles,~~Principles"), which are intended to enhance the reliability of oil price assessments referenced in derivative contracts subject to regulation by IOSCO members. ~~S&P Global~~ Platts has ~~taken steps to align~~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.

The markets for commodities price assessments and information are very competitive. S&P Global Platts competes domestically and internationally on the basis of a number of factors, including the quality of its assessments and other information it provides to the commodities and related markets, client service, reputation, price, range of products and services (including geographic coverage) and technological innovation. Furthermore, sustained downward pressure on oil and other commodities prices and trading activity in those markets could have a material adverse impact on the rate of growth of S&P Global Platts’ revenue. For a further discussion of competitive and other risks inherent in our Platts business, see Item ~~1a,~~1A, Risk Factors, in this Annual Report on Form 10-K. For a further discussion of the legal and regulatory environment in our Platts business, see Note 13 - Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.

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Indices

Indices is a global index provider maintaining a wide variety of indices to meet an array of investor needs. Indices’ mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative products, and provide investors with tools to monitor world markets.

Indices ~~primarily~~ derives revenue from asset-linked fees ~~based on the S&P and Dow Jones~~when investors direct funds into its proprietary designed or owned indexes, sales usage-based royalties of its indices, and to a lesser extent ~~generates~~data subscription ~~revenue and transaction revenue.~~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 ~~and~~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:


(in millions)	Year ended December 31,									% Change
	2021			2020			2019			’21 vs ’20	’20 vs ’19
Revenue	$	1,149		$	989		$	918		16%	8%

Asset-linked fees	$	800		$	647		$	613		24%	5%
Subscription revenue	$	191		$	177		$	165		7%	8%
Sales usage-based royalties	$	158		$	165		$	140		(4)%	18%
% of total revenue:
Asset-linked fees	69		%	65		%	67		%
Subscription revenue	17		%	18		%	18		%
Sales usage-based royalties	14		%	17		%	15		%

U.S. revenue	$	959		$	826		$	772		16%	7%
International revenue	$	190		$	163		$	146		17%	12%
% of total revenue:
U.S. revenue	83		%	84		%	84		%
International revenue	17		%	16		%	16		%

Operating profit 1	$	798		$	666		$	632		20%	5%
Less: net income attributable to noncontrolling interests	$	215		$	181		$	170		19%	7%
Net operating profit	$	583		$	485		$	462		20%	5%
% Operating margin	70		%	67		%	69		%
% Net operating margin	51		%	49		%	50		%

12021 includes recovery of lease-related costs of $1 million. 2020 includes employee severance charges of $5 million, a lease impairment charge of $4 million, a technology-related impairment charge of $2 million and lease-related costs of $1 million. 2021, 2020 and 2019 includes amortization of intangibles from acquisitions of $6 million.

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2021

(in millions) Year ended December 31, % Change
2017 2016 2015 ’17 vs ’16 ’16 vs ’15
Revenue $ 733
$ 639
$ 597
15% 7%

Asset-linked fees $ 461
$ 381
$ 369
21% 3%
Subscription revenue $ 141
$ 133
$ 116
6% 14%
Transaction revenue $ 131
$ 125
$ 112
5% 11%
% of total revenue:
     Asset-linked fees 63 % 60 % 62 %
     Subscription revenue 19 % 21 % 19 %
     Transaction revenue 18 % 19 % 19 %

U.S. revenue $ 603
$ 525
$ 488
15% 8%
International revenue $ 130
$ 114
$ 109
14% 5%
% of total revenue:
     U.S. revenue 82 % 82 % 82 %
     International revenue 18 % 18 % 18 %

Operating profit¹
$ 471
$ 412
$ 392
14% 5%
Less: net income attributable to noncontrolling interests $ 127
$ 109
$ 101
16% 8%
Net operating profit $ 344
$ 303
$ 291
14% 4%
% Operating margin 64 % 64 % 66 %
% Net operating margin 47 % 47 % 49 %


¹	~~2017, 2016 and 2015 includes amortization of intangibles from acquisitions of $7 million, $6 million and $5 million, respectively.~~

~~2017~~

Revenue at Indices increased ~~15%,~~16% primarily ~~driven by~~due to higher average levels of assets under management ("AUM") for ETFs and mutual ~~funds. Revenue growth was favorably impacted~~funds and higher data subscription revenue, partially offset by ~~1 percentage point from the acquisition~~lower exchange-traded derivative revenue. Average levels of ~~Trucost plc ("Trucost") in October of 2016. See Note 2 —~~ ~~Acquisitions and Divestitures~~ ~~for further discussion. Ending~~ AUM for ETFs increased ~~31%~~44% to ~~$1.343~~$2.419 trillion and ~~average~~ending AUM for ETFs increased ~~34%~~40% to ~~$1.167~~$2.796 trillion compared to ~~2016.~~2020 while exchange-traded derivative activity was impacted by both lower average daily trading volume from reduced volatility and lower rates per trade from a shift in product mix in the first half of 2021. Foreign exchange rates had a favorable impact of less than 1 percentage point.

Operating profit ~~grew 14%~~increased 20%. Excluding the impact of employee severance charges in 2020 of 1 percentage point, a lease impairment charge in 2020 of 1 percentage point and higher lease-related costs in 2020 of less than 1 percentage point, operating profit increased 17%. The impact of revenue growth and lower legal related costs was partially offset by higher ~~compensation costs and increased operating costs to support revenue growth and business initiatives at Indices. Higher compensation costs related to increased~~cost of sales, higher incentive costs and an increase in compensation costs driven by additional headcount ~~partially related to the acquisition~~and annual merit increases. Foreign exchange rates had an unfavorable impact of ~~Trucost.~~less than 1 percentage point.

~~2016~~2020

Revenue ~~at Indices~~ increased ~~7%,~~8% primarily ~~driven by~~due to higher average levels of AUM for ETFs and mutual funds, an increase in ~~data~~exchange-traded derivatives revenue and higher ~~volumes for exchange-traded derivatives. Revenue growth was favorably impacted~~data subscription revenue, partially offset by less than one percentage point from the acquisition of Trucost. Ending AUM for ETFs increased 25% to $1.023 trillion and average AUM for ETFs increased 8% to $869 billion compared to 2015. Higher averagelower over-the-counter derivative revenue. Average levels of AUM for ETFs ~~contributed~~increased 12% to ~~revenue growth primarily driven by the flow of investment funds~~$1.681 trillion and ending AUM for ETFs increased 18% to ~~the U.S. equity markets in the second half of the year.~~$1.998 trillion compared to 2019.

Operating profit grew 5%. ~~Revenue~~Excluding the impact of employee severance charges in 2020 of 1 percentage point and a lease impairment charge in 2020 of 1 percentage point, operating profit increased 7%. The impact of revenue growth was partially offset by ~~higher~~an increase in compensation costs ~~primarily driven by~~due to annual merit increases and additional headcount ~~related to the acquisition of Trucost, increased~~as well as professional costs, higher incentive costs and ~~increased operating~~an increase in legal related costs, partially offset by a decrease in travel and entertainment expenses from non-essential travel restrictions in response to ~~support revenue growth~~COVID-19 and ~~business initiatives at Indices.~~lower cost of sales. Foreign exchange rates had a favorable impact of less than 1 percentage point.

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Industry Highlights and Outlook

Indices continues to be the leading index provider for the ETF market space. In ~~2017,~~2021, higher average levels of AUM for ETFs contributed to revenue growth. In ~~2017,~~2021, Indices ~~focused~~continued to launch new ESG ETFs and expand innovative index offerings with key index product launches. Indices continues to focus on ~~continued Index innovation~~developing key product offerings in ESG, multi-asset-class and ~~growing international partnerships. In 2018, Indices will continue to pursue opportunities for innovation~~factor indices and ~~seek to grow international partnerships.~~developing new product and product features leveraging technology investments.

Legal and Regulatory Environment

~~The~~Over the past four years the financial benchmarks industry ishas been subject to ~~the new pending~~specific benchmark regulation in the European Union (the ~~“E.U.~~"EU Benchmark ~~Regulation”~~Regulation") ~~as well as potential increased~~and Australia (the "Australia Benchmark Regulation"). Other jurisdictions are also considering new regulation ~~in other jurisdictions.~~

for financial benchmarks.

The ~~E.U.~~EU Benchmark Regulation was published June 30, 2016 and included provisions applicable to Indices and ~~Platts, which will become effective January 1, 2018. The E.U. Benchmark Regulation requires~~Platts. Both Indices and Platts ~~in due course to obtain registration or authorization~~have established separate benchmark administrators in connection with their ~~respective~~ benchmark activities in Europe. The Indices and Platts entities are both based in Amsterdam and are authorized by the Dutch Authority for Financial Markets (AFM). This legislation will likely cause additional operating obligations but they are not expected to be material at this time, although the exact impact remains unclear.

~~As discussed above under~~The Australian Benchmark Regulation was enacted in June of 2018 and included provisions applicable to Indices, designating the ~~heading “S~~S&P ~~Global Platts Legal~~ASX 200 a significant financial benchmark and ~~Regulatory Envioronment”,~~therefore requiring Indices, as the ~~European Union has finalized a package of legislative measures known as MiFID II The introduction~~administrator of the ~~MiFID II package may result~~S&P ASX 200, to obtain a license from the Australian Securities and Investment Commission (“ASIC”). Indices has obtained the relevant license. Although narrower in ~~changes~~scope, the requirements of the Australian Benchmark Regulation are similar to those of the ~~manner in which S&P Dow Jones Indices licenses its indices. MiFID II and the Market Abuse Regulation (“MAR”) may impose~~EU Benchmark Regulation. This legislation will likely cause additional ~~regulatory burdens on S&P Dow Jones Indices activities in the European Union,~~operating obligations but they are not expected to be material at this time, although the exact impact ~~and costs are not yet known.~~remains unclear.

In July of 2013, the ~~International Organization of Securities Commissions (“IOSCO”)~~IOSCO issued Financial Benchmark Principles (IOSCO Principles), intended to promote the reliability of financial benchmark ~~determinations, and~~determinations. The IOSCO Principles address governance, benchmark quality and accountability mechanisms, including with regard to the indices published by Indices. Even though the ~~Financial Benchmark~~IOSCO Principles are not binding law,

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Indices has taken steps to align its governance regime and operations with the ~~Financial Benchmark~~IOSCO Principles and engaged an independent auditor to perform aan annual reasonable assurance review of such alignment.

The markets for index providers are very competitive. Indices competes domestically and internationally on the basis of a number of factors, including the quality of its benchmark indices, client service, reputation, price, range of products and services (including geographic coverage) and technological innovation. Our Indices business is impacted by market volatility, asset levels of investment products tracking indices, and trading volumes of certain exchange traded derivatives. Volatile capital markets, as well as changing investment styles, among other factors, may influence an investor’s decision to invest in and maintain an investment in an index-linked investment product.

For a further discussion of competitive and other risks inherent in our Indices business, see Item ~~1a,~~1A, Risk Factors, in this 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 this Annual Report on Form 10-K.

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 ~~2018,~~2022, 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 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, ~~and~~ cash equivalents, and restricted cash were ~~$2.8~~$6.5 billion as of December 31, ~~2017,~~2021, an increase of ~~$0.4~~$2.4 billion as compared to December 31, ~~2016, and consisted of approximately 20% of domestic cash and 80% of cash held abroad.~~2020.


(in millions)	Year ended December 31,
	2021		2020		2019
Net cash provided by (used for):
Operating activities	$	3,598	$	3,567	$	2,776
Investing activities	(120)		(240)		(131)
Financing activities	(1,013)		(2,166)		(1,751)

(in millions) Year ended December 31,
2017 2016 2015
Net cash provided by (used for):
Operating activities from continuing operations $ 2,016
$ 1,560
$ 356
Investing activities from continuing operations (209 ) 1,205
(2,525 )
Financing activities from continuing operations (1,507 ) (1,696 ) 1,349

In ~~2017,~~2021 and 2020, free cash flow ~~increased to $1.8 billion compared to $1.3 billion in 2016. The increase is primarily due to the increase in cash provided from operating activities as discussed below.~~remained unchanged at $3.3 billion. 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-~~

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~~GAAP~~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 and free cash flow excluding certain items.~~flow.

Operating activities

Cash provided by operating activities remained unchanged at $3.6 billion compared to 2020 as higher operating results in 2021 were offset by the acceleration of payments to vendors, higher incentive compensation payments and higher income tax payments.

Cash provided by operating activities increased to ~~$2.0~~$3.6 billion in ~~2017 compare~~d2020 as compared to ~~$1.6~~$2.8 billion in ~~2016.~~2019. The increase is mainly due to higher results from operations ~~partially offset by the timing of estimated tax payments.~~in 2020 and improved cash collections on accounts receivable in 2020.

~~Cash provided by operating activities increased $1.2 billion to $1.6 billion in~~ ~~2016 compared to $356 million in 2015. The increase is mainly due to the payment of legal and regulatory settlements in 2015 of $1.6 billion.~~

Investing activities

Our cash outflows from investing activities are primarily for acquisitions and capital expenditures, while cash inflows are primarily proceeds from dispositions.

Cash used for investing activities decreased to $~~209 million~~$0.1 billion for ~~2017~~2021 as compared to ~~cash provided by investing activities of $1.2~~$0.2 billion in ~~2016. The decrease is~~2020, primarily due to ~~proceeds~~higher cash paid for acquisitions in 2020 for the ESG Ratings Business from ~~the sale~~RobecoSAM and Greenwich Associates LLC.

Table of ~~J.D. Power of $1.1 billion in 2016.~~Contents

Cash ~~provided by~~used for investing activities increased to ~~$1.2~~$0.2 billion for ~~2016~~2020 as compared to ~~cash used for investing activities of $2.5~~$0.1 billion in ~~2015. The increase is~~2019, primarily due ~~to proceeds from the sale of J.D. Power of $1.1 billion in 2016 compared~~ to cash used for the ~~acquisition~~acquisitions of ~~SNL of $2.2 billion~~the ESG Ratings Business from RobecoSAM and Greenwich Associates LLC in ~~2015.~~2020.

Refer to Note 2 – Acquisitions and Divestitures to ~~our consolidated financial statements~~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 ~~$1.5~~$1.0 billion in ~~2017~~2021 from ~~$1.7~~$2.2 billion in ~~2016.~~2020. The decrease is primarily attributable to ~~higher repayments of debt and higher~~a decrease in cash ~~paid~~used for share repurchases in ~~2016, partially offset by the issuance of senior notes in 2016.~~2021.

Cash used for financing activities ~~was $1.7~~increased to $2.2 billion in ~~2016 compared to cash provided by financing activities of $1.3~~2020 from $1.8 billion in ~~2015.~~2019. The ~~decrease~~increase is primarily attributable to ~~higher~~cash used for the redemption and extinguishment of the $900 million outstanding principal amount of our 4.4% senior notes due in 2026 and a portion of the outstanding principal amounts of our 6.55% senior notes due in 2037 and our 4.5% senior notes due in 2048 in 2020, partially offset by proceeds ~~received~~ from the issuance of senior notes in ~~2015.~~2020. See Note 5 — Debt to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further discussion.

During ~~2017,~~2021, we did not use cash to purchase any shares. We expect to resume share repurchases following the expected closing of the merger with IHS Markit.

During 2020, we used cash to repurchase ~~6.8~~4.0 million shares for ~~$1.0 billion.~~$1,164 million. We entered into two accelerated share repurchase ("ASR") agreements with a financial institution on February 11, 2020 to initiate share repurchases aggregating $500 million each. We repurchased a total of 1.7 million shares under each ASR agreement for an average purchase price of $292.13 per share.

During 2019, we received 5.9 million shares, including 0.4 million shares received in January of 2019 related to our October 29, 2018 ASR agreement, resulting in $1,240 million of cash used to repurchase shares. We entered into an ~~accelerated share repurchase ("ASR")~~ASR agreement with a financial institution on August ~~1, 2017~~5, 2019 to initiate share repurchases aggregating $500 million. We repurchased a total of ~~3.2~~2.0 million shares under the ASR agreement for an average purchase price of ~~$154.46~~$253.36 per share. ~~See Note 9~~ ~~— Equity~~ ~~for further discussion.~~

During 2016, we used cash to repurchase 10 million shares for $1.1 billion, which included 0.3 million shares for approximately $26 million that settled in January of 2016. Using a portion of the proceeds received from the sale of J.D. Power, weWe entered into an ASR agreement with a financial institution on ~~September 7, 2016~~February 11, 2019 to initiate share repurchases aggregating ~~$750~~$500 million. We repurchased a total of ~~6.1~~2.3 million shares under the ASR agreement for an average purchase price of ~~$122.18~~$214.65 per share. ~~See Note 9~~ —~~Equity~~ ~~for further discussion.~~

~~During 2015, we used cash to~~On January 29, 2020, the Board of Directors approved a share repurchase ~~9.8~~program authorizing the purchase of 30 million shares ~~for $974 million. An additional 0.3 million~~(the "2020 Repurchase Program"), which was approximately 12% of the total shares ~~were repurchased in the fourth quarter~~ of ~~2015 for approximately $26 million, which settled in January of 2016.~~

our outstanding common stock at that time. On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of ~~up to~~ 50 million shares (the "2013 Repurchase Program"), which was approximately 18% of the total shares of our outstanding common stock at that time. Our ~~current repurchase program has no expiration date and purchases under this program~~purchased shares may be ~~made from time~~used for general corporate purposes, including the issuance of shares for stock compensation plans and to ~~time on~~offset the ~~open market and in private transactions, depending on market conditions.~~dilutive effect of the exercise of employee stock options. As of December 31, ~~2017, 19~~2021, 30 million shares remained available under ~~our current~~the 2020 Repurchase Program and 0.8 million shares remained available under the 2013 repurchase program.

~~Discontinued Operations~~

Cash flows from discontinued operations reflects the classification of McGraw Hill Construction as a discontinued operation. Cash used for operating activities from discontinued operations of $129 million in 2015 relatesSee Note 9 — Equity to the ~~tax payment~~Consolidated Financial Statements and Supplementary Data, in the Annual Report on ~~the gain on sale of McGraw Hill Construction.~~Form 10-K for further discussion related to our ASR agreements.

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Additional Financing

On ~~June 30, 2017,~~April 26, 2021, we entered into a ~~$1.2~~revolving $1.5 billion ~~five year-credit~~five-year credit agreement (our "credit facility") that will terminate on ~~June 30, 2022.~~April 26, 2026. This credit facility replaced our revolving $1.2 billion ~~five year~~five-year credit facility (our "previous credit facility") that was scheduled to terminate on June 30, ~~2020.~~2022. The previous credit facility was canceled immediately after the new credit facility became effective. There were no outstanding borrowings under the previous credit facility when it was replaced.

We have the ability to borrow a total of ~~$1.2~~$1.5 billion through our commercial paper program, which is supported by our credit facility. ~~There were~~As of December 31, 2021 and 2020, there was no commercial paper issued or outstanding, and we similarly did not draw or have any borrowings outstanding ~~as of~~from the credit facility or the previous credit facility during the years ended December 31, ~~2017~~2021 and ~~2016.~~2020.

~~Depending on our corporate credit rating, we pay a commitment fee of 8 to 17.5 basis points~~Commitment fees for ~~our~~the unutilized commitments under the credit facility ~~whether or not amounts have been borrowed.~~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 ~~12.5~~9 basis points. The ~~interest rate on borrowings~~credit facility also includes an accordion feature which allows the Company to increase the total commitments thereunder by up to an additional $500 million, subject to certain customary terms and conditions. The credit facility contains customary affirmative and negative covenants and customary events of default. 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 at our option, calculated using rates that are primarily based on either the prevailing London Inter-Bank Offer Rate, the prime rate determined by the administrative agent or the Federal Funds Rate. For certain borrowings under this credit facility, there is also a spread based on our corporate credit rating.

~~Our credit facility contains certain covenants. The only financial covenant requires~~ that our indebtedness to cash flow ratio, as defined in our credit facility, iswas not greater than 4 to 1, and this covenant level has never been exceeded.

Merger-Related Financing

On November 16, 2021, we launched an 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 exchanged IHS Markit notes and cash. The approximately $4.6 billion in aggregate principal amount of IHS Markit’s notes subject to the Exchange Offer range in maturities from 2022 to 2029. The Exchange Offer is conditioned upon closing of the Merger and we expect to extend the Exchange Offer until closing of the Merger. As of January 26, 2022, 95.83% of the IHS Markit notes had been tendered.

In conjunction with the Exchange Offer, we successfully solicited consents to amend each of the indentures governing the IHS Markit notes to, among other things, eliminate certain covenants, restrictive provisions, events of default and the obligation to offer to repurchase the IHS Markit notes upon certain change of control transactions. These amendments become operative upon the settlement of the Exchange Offer.

Following the Merger, we expect to raise additional capital, including by issuing new senior notes of various maturities, potentially ranging from 5 years to 40 years, in an aggregate principal amount up to $6 billion, portions of which we expect to use to refinance existing indebtedness. We also expect to exercise the accordion feature under our existing credit facility to increase the total commitments thereunder by an additional $500 million.

Merger-Related Costs

In 2022, we will continue to incur costs associated with the anticipated merger with IHS Markit including certain transaction costs upon completion of the merger that is expected to close in the first quarter of 2022.

Dividends

On ~~February 2, 2018,~~January 26, 2022, the Board of Directors approved ~~an increase in the~~a quarterly common stock dividend ~~from $0.41~~of $0.77 per ~~share~~share. Following the expected closing of the merger with IHS Markit, the Board of Directors will revisit the dividend policy of the combined Company.

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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. All senior notes have been registered with the SEC.

•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 ~~$0.50 per share.~~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.

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)	2021
Revenue	$	3,410
Operating Profit	2,079
Net Income	1,010
Net income attributable to S&P Global Inc.	1,010

Summarized balance sheet information as of December 31 is as follows:



(in millions)	2021		2020
Current assets (excluding intercompany from Non-Obligor Group)	$	6,124	$	3,093
Noncurrent assets	846		1,055

Current liabilities (excluding intercompany to Non-Obligor Group)	1,307		1,179
Noncurrent liabilities	5,242		4,936
Intercompany payables to Non-Obligor Group	4,851		3,893

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 and make certain minimum lease payments for the use~~maintenance.

Table of ~~property under operating lease agreements.~~Contents

We believe that the amount of cash and cash equivalents on hand, cash ~~flow~~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 ~~2018.~~2022.

The following table summarizes our significant contractual obligations and commercial commitments as of December 31, ~~2017,~~2021, 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)	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
Debt: 1
Principal payments	$	—	$	—	$	696	$	3,418	$	4,114
Interest payments	130		261		215		1,765		2,371
Operating leases 2	114		169		130		269		682
Purchase obligations and other 3	131		116		54		17		318
Total contractual cash obligations	$	375	$	546	$	1,095	$	5,469	$	7,485

(in millions)
Less than 1
Year
1-3 Years 3-5 Years
More than 5
Years
Total
Debt: ¹

Principal payments $ 399
$ 697
$ —
$ 2,473
$ 3,569
Interest payments 138
254
217
657
1,266
Operating leases ²
122
192
140
516
970
Purchase obligations and other ³
110
100
31
78
319
Total contractual cash obligations $ 769
$ 1,243
$ 388
$ 3,724
$ 6,124


¹	~~Our debt obligations are described in Note 5 –~~ ~~Debt~~ ~~to our consolidated financial statements.~~


²	~~Amounts shown include taxes and escalation payments, see Note 13 –~~ ~~Commitments and Contingencies~~ ~~to our consolidated financial statements for further discussion on our operating lease obligations~~.


³	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.

1Our debt obligations are described in Note 5 – Debt to our consolidated financial statement.

2See Note 13 – Commitments and Contingencies to our consolidated financial statements for further discussion on our operating lease obligations.

~~Table~~3Other consists primarily of ~~Contents~~

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, ~~2017,~~2021, we had ~~$212~~$147 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, ~~2017,~~2021, we have recorded ~~$1,350~~$3,429 million 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") ~~will have~~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 ~~2017,~~2021, we contributed ~~$8 million and $25~~$11 million to our ~~domestic and international~~ retirement ~~and postretirement plans, respectively.~~plans. Expected employer contributions in ~~2018~~2022 are $9$11 million and $7$3 million for our ~~domestic and international~~ retirement and postretirement plans, respectively. In ~~2018,~~2022, 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.

~~Off-Balance Sheet Arrangements~~

As of December 31, 2017 and 2016, we did not have any relationships with unconsolidated entities, such as entities often referred to as specific purpose or variable interest entities where we are the primary beneficiary, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such we are not exposed to any financial liquidity, market or credit risk that could arise if we had engaged in such relationships.

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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. ~~Additionally, we have considered certain items in evaluating free cash flow, which are included in the table below.~~

We believe the presentation of free cash flow ~~and free cash flow excluding certain items~~ 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 ~~and free cash flow excluding certain items are~~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 excluding the impact of the items below:~~flow:


(in millions)	Year ended December 31,						% Change
	2021		2020		2019		’21 vs ’20	’20 vs ’19
Cash provided by operating activities	$	3,598	$	3,567	$	2,776	1%	28%
Capital expenditures	(35)		(76)		(115)
Distributions to noncontrolling interest holders, net	(227)		(194)		(143)
Free cash flow	$	3,336	$	3,297	$	2,518	1%	31%


(in millions)	2021	2020	2019	’21 vs ’20	’20 vs ’19
Cash used for investing activities	(120)	(240)	(131)	(50)%	(75)%
Cash used for financing activities	(1,013)	(2,166)	(1,751)	(53)%	(23)%

(in millions) Year ended December 31, % Change
2017 2016 2015 ’17 vs ’16 ’16 vs ’15
Cash provided by operating activities $ 2,016
$ 1,560
$ 356
29%
N/M
Capital expenditures (123 ) (115 ) (139 )

Distributions to noncontrolling interest holders (111 ) (116 ) (104 )

Free cash flow $ 1,782

$ 1,329
$ 113
34% N/M
Tax on gain from sale of J.D. Power —
200
—

Tax on gain from sale of SPSE and CMA 67
—
—

Payment of legal and regulatory settlements 4
150
1,624

Legal settlement insurance recoveries —
(77 ) (101 )

Tax benefit from legal settlements (2 ) (24 ) (250 )

Free cash flow excluding above items $ 1,851
$ 1,578
$ 1,386
17% 14%

~~N/M - not meaningful~~

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. ~~Unless otherwise indicated, all discussion and analysis of our financial condition and results of operations relate to our continuing operations.~~

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, 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:

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Revenue recognition

Revenue is recognized as it is earned when services are rendered. We consider amounts to be earned once evidence of an arrangement has been obtained, services are performed, fees are fixed or determinable and collectability is reasonably assured. Revenue relating to products that provide for more than one deliverable is recognized based upon the relative fair value to the customer of each deliverable as each deliverable is provided. Revenue relating to agreements that provide for more than one service is recognized based upon the relative fair value to the customer of each service component as each component is earned. If the fair value to the customer for each service is not objectively determinable, we make our best estimate of the services’ standalone selling price and recognize revenue as earned as the services are delivered. The allocation of consideration received from multiple element arrangements that involve initial assignment of ratings and the future surveillance of ratings is determined through an analysis that considers cash consideration that would be received for instances when the service components are sold separately. In such cases, we defer portions of rating fees that we estimate will be attributed to future surveillance and recognize the deferred revenue ratably over the estimated surveillance periods. AdvertisingUnder ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the ~~page is run. Subscription income is recognized over~~consideration the ~~related subscription period.~~

~~For the years ended December 31, 2017, 2016 and 2015, no significant changes have been made~~entity expects to ~~the underlying assumptions related to estimates of revenue~~receive in exchange for those goods or ~~the methodologies applied. In 2018, we will be adopting a new accounting standard for the recognition of revenue.~~services. See Note 1 - Accounting Policies to our consolidated financial statements for further ~~information related to the impact of the new revenue standard in 2018.~~information.

Allowance for doubtful accounts

The allowance for doubtful accounts reserve methodology is based on historical analysis, a review of outstanding balances and current ~~conditions.~~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 ~~$14~~$17 million.

~~For~~During the ~~years~~year ended December 31, ~~2017, 2016 and 2015, there were no material changes in~~2021, we incorporated the forecasted impact of future economic conditions into our ~~assumptions regarding the determination of the~~ allowance for doubtful ~~accounts.~~accounts measurement process including the expected adverse impact of COVID-19 on the global economy. Based on our current outlook these assumptions are not expected to significantly change in ~~2018.~~2022.

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.

For the year ended December 31, 2016, we recorded a non-cash impairment charge of $24 million related to a technology project at our Market and Commodities segment in selling and general expenses in our consolidated statement of income.

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, ~~2017~~2021 and ~~2016,~~2020, the carrying value of goodwill and other indefinite-lived intangible assets was ~~$3.7~~$4.4 billion and $4.6 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.

~~Table of Contents~~

Goodwill

As part of our annual impairment test of our four 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 ~~two-step~~ 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 ~~2017,~~2021, based on our qualitative assessments, we determined that it is more likely than not that our reporting units’ fair ~~value was~~values were greater than their respective carrying amounts.

If the fair value of the reporting unit is less than the carrying value, a second step is performed which compares the implied fair value of the reporting unit's goodwill to the carrying value of the goodwill. The implied fair value of the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities of the reporting unit. If the implied fair value of the goodwill is less than the carrying value, the difference is recognized as an impairment charge.

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, ~~the~~an impairment ~~test~~analysis is performed ~~by comparing~~using the ~~estimated~~income approach to estimate the fair value of the indefinite-lived intangible ~~asset to its carrying value.~~asset. If the ~~indefinite-lived~~ intangible asset carrying value exceeds its fair value, an impairment ~~analysis is performed using the income approach. The fair value of loss~~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

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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, ~~2017, 2016,~~2021, 2020, and ~~2015.~~2019.

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, ~~healthcare cost trends,~~ 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.

~~Healthcare cost trend assumptions are based on historical market data, the near-term outlook and an assessment of likely long-term trends.~~

•The expected return on assets assumption is calculated based on the plan’s asset allocation strategy and projected market returns over the long-term.

~~Table of Contents~~

Our discount rate and return on asset assumptions used to determine the net periodic pension and postretirement benefit cost on our U.S. retirement plans are as follows:


	Retirement Plans						Postretirement Plans
January 1	2022		2021		2020		2022		2021		2020
Discount rate	3.05	%	2.75	%	3.45	%	2.72	%	2.20	%	3.08	%
Return on assets	4.00	%	5.00	%	5.50	%

Retirement Plans Postretirement Plans
January 1 2018 2017 2016 2018 2017 2016
Discount rate 3.68 % 4.14 % 4.47 % 3.40 % 3.69 % 3.90 %
Return on assets 6.00 % 6.25 % 6.25 %
Weighted-average healthcare cost rate 6.50 % 7.00 % 7.00 %

As of December 31, 2021, the Company had $1.5 billion in pension benefit obligation. 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 $50 million and an increase or decrease in 2022 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 $15 million to 2022 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.

~~We use a lattice-based option-pricing model to estimate the fair value of options granted. The following assumptions were used in valuing the options granted:~~

Year Ended
December 31, 2015
Risk-free average interest rate 0.2 - 1.9%
Dividend yield 1.4%
Volatility 21 - 39%
Expected life (years) 6.3
Weighted-average grant-date fair value per option $ 27.57

Because lattice-based option-pricing models incorporate ranges of assumptions, those ranges are disclosed. These assumptions are based on multiple factors, including historical exercise patterns, post-vesting termination rates, expected future exercise patterns and the expected volatility of our stock price. The risk-free interest rate is the imputed forward rate based on the U.S. Treasury yield at the date of grant. We use the historical volatility of our stock price over the expected term of the options to estimate the expected volatility. The expected term of options granted is derived from the output of the lattice model and represents the period of time that options granted are expected to be outstanding.

~~During 2015, we stopped granting stock options as part of our employees' total stock-based incentive awards.~~ There were no stock options granted in ~~2017~~2021, 2020 and ~~2016 and a minimal amount of stock options granted in 2015.~~2019.

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 ~~states,~~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 ~~our~~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, ~~2018.~~2022. 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 the years ended December 31, 2016 and 2015, we had determined that the undistributed earnings of our foreign subsidiaries were permanently reinvested within those foreign operations. Accordingly, we had not recorded deferred income taxes on these

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~~indefinitely reinvested earnings.~~ As of December 31, ~~2017,~~2021, we have approximately ~~$2.6~~$2.9 billion of undistributed earnings of our foreign ~~subsidiaries. As a result~~subsidiaries, of ~~the TCJA, more than 70% of these $2.6~~which $0.8 billion ~~earnings will no longer be permanently reinvested. We will continue to permanently reinvest approximately $780 million of these undistributed earnings.~~is reinvested indefinitely in our foreign operations.

Contingencies

We are subject to a number of lawsuits and claims that arise in the ordinary course of business. We recognize a liability for such contingencies when both (a) information available prior to issuance of the 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 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, including~~available. The more significant judgmental assumptions ~~related~~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 ~~long-term~~(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 ~~timing and nature~~relative weighting of ~~tax attributes,~~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, 2021, the Company had $3.4 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 ~~features.~~amount depends on the future results of operations of the business.

As of December 31, 2021, the weighted average cost of capital used in the Company's income analysis to estimate the fair value of the redeemable noncontrolling interest was 9%. A 0.25 percentage point increase or decrease in the weighted average cost of capital would decrease or increase the redemption value by approximately $80 million. As of December 31, 2021, 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 $50 million.

RECENTACCOUNTING 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.

Item 7a7A. Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in ~~various~~ 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. ~~During the year ended~~As of December 31, ~~2017,~~2021 and December 31, 2020, we have entered into foreign exchange forward contracts ~~in order~~ to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet. These forward contracts are not designated as hedges and do not qualify for hedge accounting. During the years ended December 31, 2017 and 2016, we entered into foreign exchange forward contracts toor hedge the effect of adverse fluctuations in foreign exchange rates and cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates. During the twelve months ended December 31, 2021, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing. These contracts are recorded at fair value that is based on foreign currency exchange ~~rates.~~rates and interest rates in active markets; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We ~~have~~do not ~~entered~~enter into any derivative financial instruments for speculative purposes. See Note 6 – Derivative Instruments to ~~our consolidated financial statements for further information.~~

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~~Item 8.~~ the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further discussion.

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Item 8. Consolidated Financial Statements and Supplementary Data

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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, ~~2017~~2021 and ~~2016, and~~2020, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, ~~2017,~~2021, and the related notes and financial statement schedule listed in Item 15(a)(2) (collectively referred to as the ~~“financial~~“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the ~~consolidated~~ financial position of the Company at December 31, ~~2017~~2021 and ~~2016,~~2020, and the ~~consolidated~~ results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2017,~~2021, 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, ~~2017,~~2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February ~~9, 2018~~8, 2022 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 account or disclosures to which it relates.

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						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 $3,429 million at December 31, 2021. 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 ~~9, 2018~~8, 2022

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of S&P Global Inc.

Opinion on Internal Control ~~over~~Over Financial Reporting

We have audited S&P Global Inc.’s internal control over financial reporting as of December 31, ~~2017,~~2021, based on criteria established in Internal ~~Control-Integrated~~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, ~~2017,~~2021, 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 ~~S&P Global Inc.~~the Company as of December 31, ~~2017~~2021 and ~~2016, and~~2020, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, ~~2017,~~2021, and the related notes and financial statement schedule listed in Item 15(a)(2) and our report dated February ~~9, 2018~~8, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ ERNST & YOUNG LLP

New York, New York

February ~~9, 2018~~8, 2022

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Consolidated Statements of Income

(in millions, except per share data) Year Ended December 31,
2017 2016 2015
Revenue $ 6,063
$ 5,661
$ 5,313
Expenses:
Operating-related expenses 1,713
1,773
1,718
Selling and general expenses 1,560
1,439
1,532
Depreciation 82
85
90
Amortization of intangibles 98
96
67
Total expenses 3,453
3,393
3,407
Gain on dispositions —
(1,101 ) (11 )
Operating profit 2,610
3,369
1,917
Interest expense, net 149
181
102
Income before taxes on income 2,461
3,188
1,815
Provision for taxes on income 823
960
547
Net income 1,638
2,228
1,268
Less: net income attributable to noncontrolling interests (142 ) (122 ) (112 )
Net income attributable to S&P Global Inc. $ 1,496
$ 2,106
$ 1,156

Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic $ 5.84
$ 8.02
$ 4.26
Diluted $ 5.78
$ 7.94
$ 4.21
Weighted-average number of common shares outstanding:
Basic 256.3
262.8
271.6
Diluted 258.9
265.2
274.6

Actual shares outstanding at year end 253.7
258.3
265.2

Dividend declared per common share $ 1.64
$ 1.44
$ 1.32

~~See accompanying notes to the consolidated financial statements.~~

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~~Consolidated Statements of Comprehensive Income~~

(in millions) Year Ended December 31,
2017 2016 2015
Net income $ 1,638
$ 2,228
$ 1,268
Other comprehensive income:
Foreign currency translation adjustment 93
(132 ) (111 )
Income tax effect —
(7 ) 1
93
(139 ) (110 )

Pension and other postretirement benefit plans 52
(27 ) 34
Income tax effect (11 ) (10 ) (9 )
41
(37 ) 25

Unrealized loss on investment (10 ) —
—
Income tax effect —
—
—
(10 ) —
—

Unrealized gain (loss) on forward exchange contracts —
4
(1 )
Income tax effect —
(1 ) —
—
3
(1 )

Comprehensive income 1,762
2,055
1,182
Less: comprehensive income attributable to nonredeemable noncontrolling interests (15 ) (13 ) (11 )
Less: comprehensive income attributable to redeemable noncontrolling interests (127 ) (109 ) (101 )
Comprehensive income attributable to S&P Global Inc. $ 1,620
$ 1,933
$ 1,070


(in millions, except per share data)	Year Ended December 31,
	2021		2020		2019
Revenue	$	8,297	$	7,442	$	6,699
Expenses:
Operating-related expenses	2,195		2,094		1,976
Selling and general expenses	1,714		1,541		1,342
Depreciation	82		83		82
Amortization of intangibles	96		123		122
Total expenses	4,087		3,841		3,522
Gain on dispositions	(11)		(16)		(49)
Operating profit	4,221		3,617		3,226
Other (income) expense, net	(62)		(31)		98
Interest expense, net	119		141		141
Loss on extinguishment of debt	—		279		57
Income before taxes on income	4,164		3,228		2,930
Provision for taxes on income	901		694		627





Net income	3,263		2,534		2,303
Less: net income attributable to noncontrolling interests	(239)		(195)		(180)

Net income attributable to S&P Global Inc.	$	3,024	$	2,339	$	2,123






Earnings per share attributable to S&P Global Inc. common shareholders:






Net income:
Basic	$	12.56	$	9.71	$	8.65
Diluted	$	12.51	$	9.66	$	8.60
Weighted-average number of common shares outstanding:
Basic	240.8		241.0		245.4
Diluted	241.8		242.1		246.9

Actual shares outstanding at year end	241.0		240.6		244.0

See accompanying notes to the consolidated financial statements.

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Consolidated ~~Balance Sheets~~Statements of Comprehensive Income

(in millions) December 31,
2017 2016
ASSETS
Current assets:
Cash and cash equivalents $ 2,779
$ 2,392
Short-term investments 12
8
Accounts receivable, net of allowance for doubtful accounts: 2017 - $33; 2016 - $28 1,319
1,122
Prepaid and other current assets 214
149
Total current assets 4,324
3,671
Property and equipment:
Buildings and leasehold improvements 354
356
Equipment and furniture 475
452
Total property and equipment 829
808
Less: accumulated depreciation (554 ) (537 )
Property and equipment, net 275
271
Goodwill 2,989
2,949
Other intangible assets, net 1,388
1,506
Other non-current assets 449
272
Total assets $ 9,425
$ 8,669
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 195
$ 183
Accrued compensation and contributions to retirement plans 472
409
Short-term debt 399
—
Income taxes currently payable 77
95
Unearned revenue 1,613
1,509
Accrued legal and regulatory settlements 107
56
Other current liabilities 351
359
Total current liabilities 3,214
2,611
Long-term debt 3,170
3,564
Pension and other postretirement benefits 244
274
Other non-current liabilities 679
439
Total liabilities 7,307
6,888
Redeemable noncontrolling interest 1,350
1,080
Commitments and contingencies (Note 13)

Equity:
Common stock, $1 par value: authorized - 600 million shares; issued - 412 million shares in 2017 and 2016 412
412
Additional paid-in capital 525
502
Retained income 10,025
9,210
Accumulated other comprehensive loss (649 ) (773 )
Less: common stock in treasury - at cost: 2017 - 158 million shares; 2016 - 153 million shares (9,602 ) (8,701 )
Total equity – controlling interests 711
650
Total equity – noncontrolling interests 57
51
Total equity 768
701
Total liabilities and equity $ 9,425
$ 8,669


(in millions)	Year Ended December 31,
	2021		2020		2019
Net income	$	3,263	$	2,534	$	2,303
Other comprehensive income:
Foreign currency translation adjustments	11		(24)		10
Income tax effect	(24)		22		8
	(13)		(2)		18

Pension and other postretirement benefit plans	33		(31)		141
Income tax effect	(10)		8		(39)
	23		(23)		102

Unrealized (loss) gain on cash flow hedges	(282)		17		(2)
Income tax effect	68		(5)		—
	(214)		12		(2)





Comprehensive income	3,059		2,521		2,421
Less: comprehensive income attributable to nonredeemable noncontrolling interests	(24)		(14)		(10)
Less: comprehensive income attributable to redeemable noncontrolling interests	(215)		(181)		(170)
Comprehensive income attributable to S&P Global Inc.	$	2,820	$	2,326	$	2,241

See accompanying notes to the consolidated financial statements.

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Consolidated ~~Statements of Cash Flows~~Balance Sheets

(in millions) Year Ended December 31,
2017 2016 2015
Operating Activities:
Net income $ 1,638
$ 2,228
$ 1,268
Adjustments to reconcile net income to cash provided by operating activities from continuing operations:
Depreciation 82
85
90
Amortization of intangibles 98
96
67
Provision for losses on accounts receivable 16
9
8
Deferred income taxes —
79
280
Stock-based compensation 99
76
78
Gain on dispositions —
(1,101 ) (11 )
Accrued legal and regulatory settlements 55
54
119
Other 96
30
57
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable (196 ) (177 ) (118 )
Prepaid and other current assets 10
5
5
Accounts payable and accrued expenses 75
19
(9 )
Unearned revenue 85
107
129
Accrued legal and regulatory settlements (4 ) (150 ) (1,624 )
Other current liabilities (85 ) (19 ) (77 )
Net change in prepaid/accrued income taxes 32
174
129
Net change in other assets and liabilities 15
45
(35 )
Cash provided by operating activities from continuing operations 2,016
1,560
356
Investing Activities:
Capital expenditures (123 ) (115 ) (139 )
Acquisitions, net of cash acquired (83 ) (177 ) (2,396 )
Proceeds from dispositions 2
1,498
14
Changes in short-term investments (5 ) (1 ) (4 )
Cash (used for) provided by investing activities from continuing operations (209 ) 1,205
(2,525 )
Financing Activities:
(Payments on)/additions to short-term debt, net —
(143 ) 143
Proceeds from issuance of senior notes, net —
493
2,674
Payments on senior notes —
(421 ) —
Dividends paid to shareholders (421 ) (380 ) (363 )
Distributions to noncontrolling interest holders (111 ) (116 ) (104 )
Repurchase of treasury shares (1,001 ) (1,123 ) (974 )
Exercise of stock options 75
88
86
Contingent consideration payments —
(39 ) (5 )
Purchase of additional CRISIL shares —
—
(16 )
Employee withholding tax on share-based payments (49 ) (55 ) (92 )
Cash (used for) provided by financing activities from continuing operations (1,507 ) (1,696 ) 1,349
Effect of exchange rate changes on cash 87
(158 ) (67 )
Cash provided by continuing operations 387
911
(887 )
Discontinued Operations:
Cash used for operating activities —
—
(129 )
Cash used for discontinued operations —
—
(129 )
Net change in cash and cash equivalents 387
911
(1,016 )
Cash and cash equivalents at beginning of year 2,392
1,481
2,497
Cash and cash equivalents at end of year $ 2,779
$ 2,392
$ 1,481
Cash paid during the year for:
Interest (including discontinued operations) $ 139
$ 150
$ 65
Income taxes (including discontinued operations) $ 709
$ 683
$ 260


(in millions)	December 31,
	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	6,497	$	4,108
Restricted cash	8		14
Short-term investments	11		9
Accounts receivable, net of allowance for doubtful accounts: 2021- $26 ; 2020 - $30	1,650		1,593

Prepaid and other current assets	323		264
Assets held for sale	321		—
Total current assets	8,810		5,988
Property and equipment:
Buildings and leasehold improvements	346		364
Equipment and furniture	515		507
Total property and equipment	861		871
Less: accumulated depreciation	(620)		(587)
Property and equipment, net	241		284
Right of use assets	426		494
Goodwill	3,506		3,735
Other intangible assets, net	1,285		1,352
Asset for pension benefits	359		297
Other non-current assets	399		387
Total assets	$	15,026	$	12,537
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	205	$	233
Accrued compensation and contributions to retirement plans	607		551

Income taxes currently payable	90		84
Unearned revenue	2,217		2,168

Other current liabilities	547		551
Liabilities held for sale	149		—
Total current liabilities	3,815		3,587
Long-term debt	4,114		4,110
Lease liabilities – non-current	492		544
Pension and other postretirement benefits	262		291
Other non-current liabilities	807		653
Total liabilities	9,490		9,185
Redeemable noncontrolling interest	3,429		2,781
Commitments and contingencies (Note 13)	0		0
Equity:
Common stock, $1 par value: authorized - 600 million shares; issued: 294 million shares in 2021 and 2020	294		294
Additional paid-in capital	1,031		946
Retained income	15,017		13,367
Accumulated other comprehensive loss	(841)		(637)
Less: common stock in treasury - at cost: 53 million shares in 2021 and 2020	(13,469)		(13,461)
Total equity – controlling interests	2,032		509
Total equity – noncontrolling interests	75		62
Total equity	2,107		571
Total liabilities and equity	$	15,026	$	12,537

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of ~~Equity~~Cash Flows


(in millions)	Year Ended December 31,
	2021		2020		2019
Operating Activities:
Net income	$	3,263	$	2,534	$	2,303


Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	82		83		82
Amortization of intangibles	96		123		122
Provision for losses on accounts receivable	14		17		18
Deferred income taxes	13		(31)		46
Stock-based compensation	122		90		78
Gain on dispositions	(11)		(16)		(49)
Accrued legal settlements	—		9		—
Pension settlement charge, net of taxes	—		2		85
Loss on extinguishment of debt	—		279		57
Lease impairment charges	31		120		11
Other	58		110		25
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable	(144)		18		(135)
Prepaid and other current assets	(86)		(85)		(81)
Accounts payable and accrued expenses	38		132		73
Unearned revenue	198		220		256

Other current liabilities	(45)		(15)		(57)
Net change in prepaid/accrued income taxes	(36)		(2)		(41)
Net change in other assets and liabilities	5		(21)		(17)
Cash provided by operating activities	3,598		3,567		2,776
Investing Activities:
Capital expenditures	(35)		(76)		(115)
Acquisitions, net of cash acquired	(99)		(201)		(91)

Proceeds from dispositions	16		18		85
Changes in short-term investments	(2)		19		(10)
Cash used for investing activities	(120)		(240)		(131)
Financing Activities:

Proceeds from issuance of senior notes, net	—		1,276		1,086
Payments on senior notes	—		(1,394)		(868)
Dividends paid to shareholders	(743)		(645)		(560)
Distributions to noncontrolling interest holders, net	(227)		(194)		(143)
Repurchase of treasury shares	—		(1,164)		(1,240)
Exercise of stock options	13		16		40


Employee withholding tax on share-based payments and other	(56)		(61)		(66)
Cash used for financing activities	(1,013)		(2,166)		(1,751)
Effect of exchange rate changes on cash	(82)		75		34








Net change in cash, cash equivalents, and restricted cash	2,383		1,236		928
Cash, cash equivalents, and restricted cash at beginning of year	4,122		2,886		1,958
Cash, cash equivalents, and restricted cash at end of year	$	6,505	$	4,122	$	2,886
Cash paid during the year for:
Interest	$	130	$	159	$	162
Income taxes	$	883	$	683	$	659

(in millions) Common Stock $1 par Additional Paid-in Capital Retained Income Accumulated
Other Comprehensive Loss Less: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity
Balance as of December 31, 2014 $ 412
$ 493
$ 6,946
$ (514 ) $ 6,849
$ 488
$ 51
$ 539
Comprehensive income¹
1,156
(86 ) 1,070
11
1,081
Dividends (359 ) (359 ) (9 ) (368 )
Share repurchases

1,000
(1,000 ) (2 ) (1,002 )
Employee stock plans, net of tax benefit (18 ) (120 ) 102
102
Change in redemption value of redeemable noncontrolling interest (107 ) (107 ) (107 )
Other

—
(2 ) (2 )
Balance as of December 31, 2015 $ 412
$ 475
$ 7,636
$ (600 ) $ 7,729
$ 194
$ 49
$ 243
Comprehensive income¹
2,106
(173 ) 1,933
13
1,946
Dividends (380 ) (380 ) (10 ) (390 )
Share repurchases
1,097
(1,097 )

(1,097 )
Employee stock plans, net of tax benefit 27
(125 ) 152
152
Change in redemption value of redeemable noncontrolling interest (153 ) (153 ) (153 )
Other 1
1
(1 ) —
Balance as of December 31, 2016 $ 412
$ 502
$ 9,210
$ (773 ) $ 8,701
$ 650
$ 51
$ 701
Comprehensive income ¹
1,496
124
1,620
15
1,635
Dividends (421 ) (421 ) (10 ) (431 )
Share repurchases

1,001
(1,001 ) (5 ) (1,006 )
Employee stock plans 23
(100 ) 123
8
131
Change in redemption value of redeemable noncontrolling interest (260 ) (260 ) (260 )
Other
—
(2 ) (2 )
Balance as of December 31, 2017 $ 412
$ 525
$ 10,025
$ (649 ) $ 9,602
$ 711
$ 57
$ 768


¹	~~Excludes $127 million, $109 million and $101 million in 2017, 2016 and 2015, respectively, attributable to redeemable noncontrolling interest.~~

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of Equity


(in millions)	Common Stock $1 par		Additional Paid-in Capital		Retained Income		Accumulated Other Comprehensive Loss		Less: Treasury Stock		Total SPGI Equity		Noncontrolling Interests		Total Equity
Balance as of December 31, 2018	$	294	$	833	$	11,284	$	(742)	$	11,041	$	628	$	56	$	684
Comprehensive income 1					2,123		118				2,241		10		2,251
Dividends (Dividend declared per common share — $2.28 per share)					(560)						(560)		(10)		(570)
Share repurchases			75						1,315		(1,240)		0		(1,240)

Employee stock plans			(5)						(57)		52		0		52
Capital contribution from noncontrolling interest					(36)						(36)				(36)
Change in redemption value of redeemable noncontrolling interest					(608)						(608)				(608)


Other					2		0				2		1		3
Balance as of December 31, 2019	$	294	$	903	$	12,205	$	(624)	$	12,299	$	479	$	57	$	536
Comprehensive income 1					2,339		(13)				2,326		14		2,340
Dividends (Dividend declared per common share — $2.68 per share)					(645)						(645)		(11)		(656)
Share repurchases			0						1,164		(1,164)				(1,164)
Employee stock plans			43						(2)		45				45

Change in redemption value of redeemable noncontrolling interest					(532)						(532)				(532)
Other					0		0				—		2		2
Balance as of December 31, 2020	$	294	$	946	$	13,367	$	(637)	$	13,461	$	509	$	62	$	571
Comprehensive income 1					3,024		(204)				2,820		24		2,844
Dividends (Dividend declared per common share — $3.08 per share)					(743)						(743)		(13)		(756)

Employee stock plans			85						8		77				77
Change in redemption value of redeemable noncontrolling interest					(631)						(631)				(631)
Other											—		2		2
Balance as of December 31, 2021	$	294	$	1,031	$	15,017	$	(841)	$	13,469	$	2,032	$	75	$	2,107

1Excludes $215 million, $181 million and $170 million in 2021, 2020 and 2019, respectively, attributable to redeemable noncontrolling interest.

See accompanying notes to the consolidated financial statements.

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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 leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; and the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals ~~petrochemicals~~ and agriculture.

Our operations consist of ~~three~~4 reportable segments: S&P Global Ratings ("Ratings"), S&P Global Market ~~and Commodities~~ Intelligence ("Market Intelligence"), S&P Global Platts ("Platts") and S&P Dow Jones Indices ("Indices").

•Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks.

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

~~See Note 12 –~~ ~~Segment~~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, analytics, third party research, and ~~Geographic Information~~credit ratings-related information primarily through web-based channels including Market Intelligence Desktop, RatingsDirect®, RatingsXpress®, and Credit Analytics. Subscription revenue at Platts is generated by providing customers access to commodity and energy-related price assessments, market data, and real-time news, along with other information services. Subscription revenue at Indices is derived from the contracts for ~~further discussion~~underlying data of our indexes to support our customers' management of index funds, portfolio analytics, and research.

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

Non-transaction revenue

Non-transaction revenue at Ratings is primarily related to surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics at CRISIL. Non-transaction revenue also includes an intersegment revenue elimination of $146 million, $137 million and $128 million for the years ended December 31, 2021, 2020, and 2019 respectively, mainly consisting of the royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

For non-transaction revenue related to Rating’s surveillance services, we continuously monitor factors that impact the creditworthiness of an issuer over the contractual term with revenue recognized to the extent that our performance obligation is progressively fulfilled over the term contract. Because surveillance services are continuously provided throughout the term of the contract, our measure of progress towards fulfillment of our obligation to monitor a rating is a time-based output measure with revenue recognized ratably over the term of the contract.

Non-subscription / Transaction revenue

Transaction revenue at our Ratings segment primarily includes fees associated with:

•ratings related to new issuance of corporate and government debt instruments; as well as structured finance instruments; and

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•bank loan ratings.

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

Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing and analytical services. Non-subscription revenue at Platts is primarily related to conference sponsorship, consulting engagements and events.

Asset-linked fees

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

For asset-linked products and services, we provide licenses conveying continuous access to our index and benchmark-related intellectual property during a specified contract term. Revenue is recognized when the extent that our customers have used our licensed intellectual property can be quantified. Recognition of revenue for our asset-linked fee arrangements is subject to the "recognition constraint" for usage-based royalty payments because we cannot reasonably predict the value of the assets that will be invested in index funds structured using our intellectual property until it is either publicly available or when we are notified by our customers. Revenue derived from an asset-linked fee arrangement is measured and recognized when the certainty of the extent of its utilization of our index products by our customers is known.

Sales usage-based royalties

Sales usage-based royalty revenue at our Indices segment is primarily related to trading based fees from exchange-traded derivatives. Sales and usage-based royalty revenue at our Platts segment is primarily related to licensing of its proprietary market price data and price assessments to commodity exchanges.

Arrangements with Multiple Performance Obligations

Our contracts with customers may include multiple performance obligations. Revenue relating to agreements that provide for more than one performance obligation is recognized based upon the relative fair value to the customer of each service component as each component is earned. The fair value of the service components are determined using an analysis that considers cash consideration that would be received for instances when the service components are sold separately. If the fair value to the customer for each service is not objectively determinable, we make our best estimate of the services’ stand-alone selling price and record revenue as it is earned over the service period.

Receivables

We record a receivable when a customer is billed or when revenue is recognized prior to billing a customer. For multi-year agreements, we generally invoice customers annually at the beginning of each annual period.

Contract Assets

Contract assets include unbilled amounts from when the Company transfers service to a customer before a customer pays consideration or before payment is due. As of December 31, 2021 and 2020, contract assets were $9 million and $7 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, 2021 is primarily driven by cash payments received in advance of satisfying our performance obligations, offset by $2.1 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, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $2.7

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

We do not disclose the value of unfulfilled performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts where revenue is a usage-based royalty promised in exchange for a license of intellectual property.

Costs to Obtain a Contract

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that the costs associated with certain sales commission programs are incremental to the costs to obtain contracts with customers and therefore meet the criteria to be capitalized. Total capitalized costs to obtain a contract were $137 million and $129 million as of December 31, 2021 and December 31, 2020, 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.

We expense sales commissions when incurred if the amortization period would have been one year or less. These costs are ~~also~~recorded within selling and general expenses.

Other (Income) Expense, net

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



(in millions)	2021		2020		2019
Other components of net periodic benefit cost 1	$	(45)	$	(32)	$	79
Net (income) loss from investments	(17)		1		19
Other (income) expense, net	$	(62)	$	(31)	$	98

1 The net periodic benefit cost for our ~~reportable segments.~~retirement and post retirement plans for the year ended December 31, 2020 includes a non-cash pre-tax settlement charge of $3 million. During the year ended December 31, 2019, the Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries. The net periodic benefit cost for our retirement and post retirement plans for the year ended December 31, 2019 includes a non-cash pre-tax settlement charge of $113 million reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan.

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.

Redeemable Noncontrolling Interest

The fair value component of the redeemable noncontrolling interest in Indices business is based on a ~~disposal group less any costs~~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 ~~sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to~~estimate the ~~carrying~~ value of the ~~disposal group, as long as~~S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the ~~new carrying value does not exceed the carrying value~~basis of the ~~disposal group at~~expected future net cash flows (e.g., the ~~time it was initially classified as held for sale. Upon determining~~revenue growth rates and operating margins), and a company specific beta. The significant judgmental assumptions used that ~~a disposal group meets~~incorporate market data, including the ~~criteria to~~relative weighting of market observable information and the comparability of that information in our valuation models, are forward-looking and could be ~~classified as held for sale,~~affected by future economic and market conditions.

As of December 31, 2021, the Company ~~reports~~had $3.4 billion in redeemable noncontrolling interest on the ~~assets and liabilities of~~Consolidated Balance Sheet. The ultimate amount paid for the ~~disposal group as held for sale~~redeemable noncontrolling interest in Indices business could be significantly different because the ~~current period in our consolidated balance sheets.~~

~~Table of Contents~~

~~Discontinued Operations~~

~~Beginning~~redemption amount depends on ~~January 1, 2015, we adopted revised guidance for discontinued operations that raises~~ the threshold for a disposal to qualify as a discontinued operation. 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 o~~perations 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~~future results of operations of the ~~group~~business.

As of ~~assets being disposed~~December 31, 2021, the weighted average cost of ~~(as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from our continuing operating results~~capital used in the ~~consolidated financial statements. Unless otherwise indicated, all disclosures and amounts~~Company's income analysis to estimate the fair value of the redeemable noncontrolling interest was 9%. A 0.25 percentage point increase or decrease in the ~~notes~~ weighted average cost of capital would decrease or increase the redemption value by approximately $80 million. As of December 31, 2021, 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 $50 million.

RECENTACCOUNTING STANDARDS

See Note 1 – Accounting Policies to our consolidated financial statements ~~relate~~for a detailed description of recent accounting standards. We do not expect these recent accounting standards to have a material impact on our ~~continuing operations.~~

~~Principles~~results of ~~consolidation~~

The consolidated financial statements include the accounts of all subsidiaries and our share of earnings or losses of joint ventures and affiliated companies under the equity method of accounting. All significant intercompany accounts and transactions have been eliminated.

~~Use of estimates~~

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

~~Cash and cash equivalents~~

Cash and cash equivalents include ordinary bank deposits and highly liquid investments with original maturities of three months or less that consist primarily of money market funds with unrestricted daily liquidity and fixed term time deposits. Such investments and bank deposits are stated at cost, which approximates market value, and were $2.8 billion and $2.4 billion as of December 31, 2017 and 2016, respectively. These investments are not subject to significant market risk.

~~Short-term investments~~

~~Short-term investments are securities with original maturities greater than 90 days that are available for use in our~~ operations, in the next twelve months. The short-term investments, primarily consisting of certificates of deposit and mutual funds, are classified as held-to-maturity and therefore are carried at cost. 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. In determining these reserves, we consider, amongst other factors, the financial condition, or liquidity in future periods.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market 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 deferred technology costs were $186 million and $145 million as of December 31, 2017 and 2016, respectively. Accumulated amortization of deferred technology costs was $104 million and $91 million as of December 31, 2017 and 2016, respectively.

~~Table of Contents~~

~~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 an immaterial amount of forward exchange contracts 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 total debt borrowings were $3.8 billion and $3.7 billion as of December 31, 2017 and 2016, 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~~includes 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.

For the year ended December 31, 2016, we recorded a non-cash impairment charge of $24 million related to a technology project at our Market and Commodities Intelligence segment in selling and general expenses in our consolidated statement of income.

~~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 ~~four~~ ~~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 two-step quantitative impairment test.

When conducting the first step of our two step impairment test to evaluate the recoverability of goodwill at the reporting unit level, the estimated fair value of the reporting unit is compared to its carrying value including goodwill. Fair value of the reporting units are estimated using the income approach, which incorporates the use of the discounted free cash flow (“DCF”) analyses and are corroborated using the market approach, which incorporates the use of revenue and earnings multiples based on market data. The DCF analyses are based on the current operating budgets and estimated long-term growth projections for each reporting unit. Future cash flows are discounted based on a market comparable weighted average cost of capital rate for each reporting unit, adjusted for market and other risks where appropriate. In addition, we analyze any difference between the sum of the fair values of the reporting units and our total market capitalization for reasonableness, taking into account certain factors including control premiums.

If the fair value of the reporting unit is less than the carrying value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the carrying value of the goodwill. The fair value of the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities of the reporting unit. If the implied fair value of the goodwill is less than the carrying value, the difference is recognized as an impairment charge.

~~Table of Contents~~

~~Significant judgments inherent in these analyses include estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty~~foreign exchange rates and long-term growth rate assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit and indefinite-lived intangible asset and could result in an impairment charge, which could be material to our financial position and results of operations.

~~We performed our impairment assessment of goodwill and indefinite-lived intangible assets and concluded that no impairment existed for the years ended December 31, 2017, 2016 and 2015.~~

~~Foreign currency translation~~

interest rates. We have operations in ~~many~~ foreign ~~countries. For most international operations,~~countries where the functional currency is primarily 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~~We typically have naturally hedged positions in most countries from a local currency ~~operations,~~perspective with offsetting assets and ~~liabilities are translated~~liabilities. As of December 31, 2021 and December 31, 2020, we have entered into ~~U.S. dollars using end~~foreign exchange forward contracts to mitigate or hedge the effect of ~~period~~adverse fluctuations in foreign exchange rates and ~~revenue and expenses are translated into U.S. dollars using weighted-average~~cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates. ~~Foreign~~During the twelve months ended December 31, 2021, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing. These contracts are recorded at fair value that is based on foreign currency ~~translation adjustments~~exchange rates and interest rates in active markets; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We do not enter into any derivative financial instruments for speculative purposes. See Note 6 – Derivative Instruments to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further discussion.

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Item 8. Consolidated Financial Statements and Supplementary Data

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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, 2021 and 2020, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, 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, 2021, 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, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are ~~accumulated~~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.

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 ~~component~~opinion on the critical audit matter or on the account or disclosures to which it relates.

Table of ~~equity.~~Contents


						Valuation of redeemable noncontrolling interest in S&P Dow Jones Indices LLC
Description of the Matter						As described in Notes 1 and 9 to the financial statements, the Company has an agreement with the minority partners of its S&P Dow Jones Indices LLC joint venture that contains redemption features outside of the control of the Company. This arrangement is reported as a redeemable noncontrolling interest at fair value of $3,429 million at December 31, 2021. 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, 2022

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of S&P Global Inc.

Opinion on Internal Control Over Financial Reporting

We have audited S&P Global Inc.’s internal control over financial reporting as of December 31, 2021, 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, 2021, 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, 2021 and 2020, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in Item 15(a)(2) and our report dated February 8, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

Definition and Limitations of Internal Control Over Financial Reporting

/s/ ERNST & YOUNG LLP

New York, New York

February 8, 2022

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Consolidated Statements of Income


(in millions, except per share data)	Year Ended December 31,
	2021		2020		2019
Revenue	$	8,297	$	7,442	$	6,699
Expenses:
Operating-related expenses	2,195		2,094		1,976
Selling and general expenses	1,714		1,541		1,342
Depreciation	82		83		82
Amortization of intangibles	96		123		122
Total expenses	4,087		3,841		3,522
Gain on dispositions	(11)		(16)		(49)
Operating profit	4,221		3,617		3,226
Other (income) expense, net	(62)		(31)		98
Interest expense, net	119		141		141
Loss on extinguishment of debt	—		279		57
Income before taxes on income	4,164		3,228		2,930
Provision for taxes on income	901		694		627





Net income	3,263		2,534		2,303
Less: net income attributable to noncontrolling interests	(239)		(195)		(180)

Net income attributable to S&P Global Inc.	$	3,024	$	2,339	$	2,123






Earnings per share attributable to S&P Global Inc. common shareholders:






Net income:
Basic	$	12.56	$	9.71	$	8.65
Diluted	$	12.51	$	9.66	$	8.60
Weighted-average number of common shares outstanding:
Basic	240.8		241.0		245.4
Diluted	241.8		242.1		246.9

Actual shares outstanding at year end	241.0		240.6		244.0

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of Comprehensive Income


(in millions)	Year Ended December 31,
	2021		2020		2019
Net income	$	3,263	$	2,534	$	2,303
Other comprehensive income:
Foreign currency translation adjustments	11		(24)		10
Income tax effect	(24)		22		8
	(13)		(2)		18

Pension and other postretirement benefit plans	33		(31)		141
Income tax effect	(10)		8		(39)
	23		(23)		102

Unrealized (loss) gain on cash flow hedges	(282)		17		(2)
Income tax effect	68		(5)		—
	(214)		12		(2)





Comprehensive income	3,059		2,521		2,421
Less: comprehensive income attributable to nonredeemable noncontrolling interests	(24)		(14)		(10)
Less: comprehensive income attributable to redeemable noncontrolling interests	(215)		(181)		(170)
Comprehensive income attributable to S&P Global Inc.	$	2,820	$	2,326	$	2,241

See accompanying notes to the consolidated financial statements.

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Consolidated Balance Sheets


(in millions)	December 31,
	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	6,497	$	4,108
Restricted cash	8		14
Short-term investments	11		9
Accounts receivable, net of allowance for doubtful accounts: 2021- $26 ; 2020 - $30	1,650		1,593

Prepaid and other current assets	323		264
Assets held for sale	321		—
Total current assets	8,810		5,988
Property and equipment:
Buildings and leasehold improvements	346		364
Equipment and furniture	515		507
Total property and equipment	861		871
Less: accumulated depreciation	(620)		(587)
Property and equipment, net	241		284
Right of use assets	426		494
Goodwill	3,506		3,735
Other intangible assets, net	1,285		1,352
Asset for pension benefits	359		297
Other non-current assets	399		387
Total assets	$	15,026	$	12,537
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	205	$	233
Accrued compensation and contributions to retirement plans	607		551

Income taxes currently payable	90		84
Unearned revenue	2,217		2,168

Other current liabilities	547		551
Liabilities held for sale	149		—
Total current liabilities	3,815		3,587
Long-term debt	4,114		4,110
Lease liabilities – non-current	492		544
Pension and other postretirement benefits	262		291
Other non-current liabilities	807		653
Total liabilities	9,490		9,185
Redeemable noncontrolling interest	3,429		2,781
Commitments and contingencies (Note 13)	0		0
Equity:
Common stock, $1 par value: authorized - 600 million shares; issued: 294 million shares in 2021 and 2020	294		294
Additional paid-in capital	1,031		946
Retained income	15,017		13,367
Accumulated other comprehensive loss	(841)		(637)
Less: common stock in treasury - at cost: 53 million shares in 2021 and 2020	(13,469)		(13,461)
Total equity – controlling interests	2,032		509
Total equity – noncontrolling interests	75		62
Total equity	2,107		571
Total liabilities and equity	$	15,026	$	12,537

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of Cash Flows


(in millions)	Year Ended December 31,
	2021		2020		2019
Operating Activities:
Net income	$	3,263	$	2,534	$	2,303


Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	82		83		82
Amortization of intangibles	96		123		122
Provision for losses on accounts receivable	14		17		18
Deferred income taxes	13		(31)		46
Stock-based compensation	122		90		78
Gain on dispositions	(11)		(16)		(49)
Accrued legal settlements	—		9		—
Pension settlement charge, net of taxes	—		2		85
Loss on extinguishment of debt	—		279		57
Lease impairment charges	31		120		11
Other	58		110		25
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable	(144)		18		(135)
Prepaid and other current assets	(86)		(85)		(81)
Accounts payable and accrued expenses	38		132		73
Unearned revenue	198		220		256

Other current liabilities	(45)		(15)		(57)
Net change in prepaid/accrued income taxes	(36)		(2)		(41)
Net change in other assets and liabilities	5		(21)		(17)
Cash provided by operating activities	3,598		3,567		2,776
Investing Activities:
Capital expenditures	(35)		(76)		(115)
Acquisitions, net of cash acquired	(99)		(201)		(91)

Proceeds from dispositions	16		18		85
Changes in short-term investments	(2)		19		(10)
Cash used for investing activities	(120)		(240)		(131)
Financing Activities:

Proceeds from issuance of senior notes, net	—		1,276		1,086
Payments on senior notes	—		(1,394)		(868)
Dividends paid to shareholders	(743)		(645)		(560)
Distributions to noncontrolling interest holders, net	(227)		(194)		(143)
Repurchase of treasury shares	—		(1,164)		(1,240)
Exercise of stock options	13		16		40


Employee withholding tax on share-based payments and other	(56)		(61)		(66)
Cash used for financing activities	(1,013)		(2,166)		(1,751)
Effect of exchange rate changes on cash	(82)		75		34








Net change in cash, cash equivalents, and restricted cash	2,383		1,236		928
Cash, cash equivalents, and restricted cash at beginning of year	4,122		2,886		1,958
Cash, cash equivalents, and restricted cash at end of year	$	6,505	$	4,122	$	2,886
Cash paid during the year for:
Interest	$	130	$	159	$	162
Income taxes	$	883	$	683	$	659

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of Equity


(in millions)	Common Stock $1 par		Additional Paid-in Capital		Retained Income		Accumulated Other Comprehensive Loss		Less: Treasury Stock		Total SPGI Equity		Noncontrolling Interests		Total Equity
Balance as of December 31, 2018	$	294	$	833	$	11,284	$	(742)	$	11,041	$	628	$	56	$	684
Comprehensive income 1					2,123		118				2,241		10		2,251
Dividends (Dividend declared per common share — $2.28 per share)					(560)						(560)		(10)		(570)
Share repurchases			75						1,315		(1,240)		0		(1,240)

Employee stock plans			(5)						(57)		52		0		52
Capital contribution from noncontrolling interest					(36)						(36)				(36)
Change in redemption value of redeemable noncontrolling interest					(608)						(608)				(608)


Other					2		0				2		1		3
Balance as of December 31, 2019	$	294	$	903	$	12,205	$	(624)	$	12,299	$	479	$	57	$	536
Comprehensive income 1					2,339		(13)				2,326		14		2,340
Dividends (Dividend declared per common share — $2.68 per share)					(645)						(645)		(11)		(656)
Share repurchases			0						1,164		(1,164)				(1,164)
Employee stock plans			43						(2)		45				45

Change in redemption value of redeemable noncontrolling interest					(532)						(532)				(532)
Other					0		0				—		2		2
Balance as of December 31, 2020	$	294	$	946	$	13,367	$	(637)	$	13,461	$	509	$	62	$	571
Comprehensive income 1					3,024		(204)				2,820		24		2,844
Dividends (Dividend declared per common share — $3.08 per share)					(743)						(743)		(13)		(756)

Employee stock plans			85						8		77				77
Change in redemption value of redeemable noncontrolling interest					(631)						(631)				(631)
Other											—		2		2
Balance as of December 31, 2021	$	294	$	1,031	$	15,017	$	(841)	$	13,469	$	2,032	$	75	$	2,107

1Excludes $215 million, $181 million and $170 million in 2021, 2020 and 2019, respectively, attributable to redeemable noncontrolling interest.

See accompanying notes to the consolidated financial statements.

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Notes to the Consolidated Financial Statements

1. Accounting Policies

Nature of operations

Our operations consist of 4 reportable segments: S&P Global Ratings ("Ratings"), S&P Global Market Intelligence ("Market Intelligence"), S&P Global Platts ("Platts") and S&P Dow Jones Indices ("Indices").

•Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks.

•Market Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services.

•Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets.

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

Revenue ~~recognition~~Recognition

Subscription revenue

Subscription revenue at Market Intelligence is primarily derived from distribution of data, analytics, third party research, and credit ratings-related information primarily through web-based channels including Market Intelligence Desktop, RatingsDirect®, RatingsXpress®, and Credit Analytics. Subscription revenue at Platts is generated by providing customers access to commodity and energy-related price assessments, market data, and real-time news, along with other information services. Subscription revenue at Indices is derived from the contracts for underlying data of our indexes to support our customers' management of index funds, portfolio analytics, and research.

Non-transaction revenue

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

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•bank loan ratings.

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

Asset-linked fees

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

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 aswhen the extent that our customers have used our licensed intellectual property can be quantified. Recognition of revenue for our asset-linked fee arrangements is subject to the "recognition constraint" for usage-based royalty payments because we cannot reasonably predict the value of the assets that will be invested in index funds structured using our intellectual property until it is ~~earned~~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

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 ~~rendered. We consider amounts~~known and publicly available to ~~be earned once evidence~~us or when we are notified by our customers. Recognition of ~~an arrangement has been obtained, services are performed,~~revenue of fees ~~are fixed or determinable and collectability~~tied to trading volumes is ~~reasonably assured. Revenue relating to products that provide for more than one deliverable is recognized based upon the relative fair value~~subject to the ~~customer~~recognition constraint for a usage-based royalty promised by our customers in exchange for the license of ~~each deliverable as each deliverable is provided.~~our intellectual property, with revenue recognized when trading volumes are known.

Arrangements with Multiple Performance Obligations

Our contracts with customers may include multiple performance obligations. Revenue relating to agreements that provide for more than one ~~service~~performance obligation is recognized based upon the relative fair value to the customer of each service component as each component is earned. If the fair value to the customer for each service is not objectively determinable, management makes its best estimate of the services’ stand-alone selling price and records revenue as it is earned over the service period. For arrangements that include multiple services,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. ~~Advertising~~If the fair value to the customer for each service is not objectively determinable, we make our best estimate of the services’ stand-alone selling price and record revenue as it is earned over the service period.

Receivables

Contract Assets

Contract assets include unbilled amounts from when the ~~page~~Company transfers service to a customer before a customer pays consideration or before payment is ~~run. Subscription income is recognized over the related subscription period.~~

~~Depreciation~~

The costs of property and equipment are depreciated using the straight-line method based upon the following estimated useful lives: buildings and improvements from 15 to 40 years and equipment and furniture from 2 to 10 years. The costs of leasehold improvements are amortized over the lesser of the useful lives or the terms of the respective leases.

~~Advertising expense~~

~~The cost of advertising is expensed as incurred. We incurred $33 million, $35 million and $33 million in advertising costs for the years ended December 31, 2017, 2016 and 2015, respectively.~~

~~Stock-based compensation~~

~~Income taxes~~

We file income tax returns in the U.S. federal jurisdiction, various states, 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 our 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 examinations will be settled

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~~prior to December 31, 2018. 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.~~

~~indefinitely reinvested earnings.~~due. As of December 31, ~~2017, we have approximately $2.6~~2021 and 2020, contract assets were $9 million and $7 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, 2021 is primarily driven by cash payments received in advance of satisfying our performance obligations, offset by $2.1 billion of ~~undistributed earnings of our foreign subsidiaries. As a result~~revenues recognized that were included in the unearned revenue balance at the beginning of the ~~TCJA, more~~period.

Remaining Performance Obligations

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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 ~~70%~~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 $137 million and $129 million as of ~~these $2.6 billion earnings~~December 31, 2021 and December 31, 2020, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.The capitalized asset will ~~no longer~~ be ~~permanently reinvested.~~ 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.

We ~~will continue~~expense sales commissions when incurred if the amortization period would have been one year or less. These costs are recorded within selling and general expenses.

Other (Income) Expense, net

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



(in millions)	2021		2020		2019
Other components of net periodic benefit cost 1	$	(45)	$	(32)	$	79
Net (income) loss from investments	(17)		1		19
Other (income) expense, net	$	(62)	$	(31)	$	98

1 The net periodic benefit cost for our retirement and post retirement plans for the year ended December 31, 2020 includes a non-cash pre-tax settlement charge of $3 million. During the year ended December 31, 2019, the Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to ~~permanently reinvest approximately $780~~pay pension benefits to the plan's beneficiaries. The net periodic benefit cost for our retirement and post retirement plans for the year ended December 31, 2019 includes a non-cash pre-tax settlement charge of $113 million reflecting the accelerated recognition of ~~these undistributed earnings.~~a portion of unamortized actuarial losses in the plan.

Assets and Liabilities Held for Sale and Discontinued Operations

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, 2021, the Company had $3.4 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.

RECENTACCOUNTING STANDARDS

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of December 31, 2021 and December 31, 2020, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates and cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates. During the twelve months ended December 31, 2021, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing. These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We do not enter into any derivative financial instruments for speculative purposes. See Note 6 – Derivative Instruments to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further discussion.

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Item 8. Consolidated Financial Statements and Supplementary Data

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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 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, 2021, 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, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

Critical Audit Matter

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						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 $3,429 million at December 31, 2021. 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, 2022

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of S&P Global Inc.

Opinion on Internal Control Over Financial Reporting

Basis for Opinion

Definition and Limitations of Internal Control Over Financial Reporting

/s/ ERNST & YOUNG LLP

New York, New York

February 8, 2022

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Consolidated Statements of Income


(in millions, except per share data)	Year Ended December 31,
	2021		2020		2019
Revenue	$	8,297	$	7,442	$	6,699
Expenses:
Operating-related expenses	2,195		2,094		1,976
Selling and general expenses	1,714		1,541		1,342
Depreciation	82		83		82
Amortization of intangibles	96		123		122
Total expenses	4,087		3,841		3,522
Gain on dispositions	(11)		(16)		(49)
Operating profit	4,221		3,617		3,226
Other (income) expense, net	(62)		(31)		98
Interest expense, net	119		141		141
Loss on extinguishment of debt	—		279		57
Income before taxes on income	4,164		3,228		2,930
Provision for taxes on income	901		694		627





Net income	3,263		2,534		2,303
Less: net income attributable to noncontrolling interests	(239)		(195)		(180)

Net income attributable to S&P Global Inc.	$	3,024	$	2,339	$	2,123






Earnings per share attributable to S&P Global Inc. common shareholders:






Net income:
Basic	$	12.56	$	9.71	$	8.65
Diluted	$	12.51	$	9.66	$	8.60
Weighted-average number of common shares outstanding:
Basic	240.8		241.0		245.4
Diluted	241.8		242.1		246.9

Actual shares outstanding at year end	241.0		240.6		244.0

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of Comprehensive Income


(in millions)	Year Ended December 31,
	2021		2020		2019
Net income	$	3,263	$	2,534	$	2,303
Other comprehensive income:
Foreign currency translation adjustments	11		(24)		10
Income tax effect	(24)		22		8
	(13)		(2)		18

Pension and other postretirement benefit plans	33		(31)		141
Income tax effect	(10)		8		(39)
	23		(23)		102

Unrealized (loss) gain on cash flow hedges	(282)		17		(2)
Income tax effect	68		(5)		—
	(214)		12		(2)





Comprehensive income	3,059		2,521		2,421
Less: comprehensive income attributable to nonredeemable noncontrolling interests	(24)		(14)		(10)
Less: comprehensive income attributable to redeemable noncontrolling interests	(215)		(181)		(170)
Comprehensive income attributable to S&P Global Inc.	$	2,820	$	2,326	$	2,241

See accompanying notes to the consolidated financial statements.

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Consolidated Balance Sheets


(in millions)	December 31,
	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	6,497	$	4,108
Restricted cash	8		14
Short-term investments	11		9
Accounts receivable, net of allowance for doubtful accounts: 2021- $26 ; 2020 - $30	1,650		1,593

Prepaid and other current assets	323		264
Assets held for sale	321		—
Total current assets	8,810		5,988
Property and equipment:
Buildings and leasehold improvements	346		364
Equipment and furniture	515		507
Total property and equipment	861		871
Less: accumulated depreciation	(620)		(587)
Property and equipment, net	241		284
Right of use assets	426		494
Goodwill	3,506		3,735
Other intangible assets, net	1,285		1,352
Asset for pension benefits	359		297
Other non-current assets	399		387
Total assets	$	15,026	$	12,537
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	205	$	233
Accrued compensation and contributions to retirement plans	607		551

Income taxes currently payable	90		84
Unearned revenue	2,217		2,168

Other current liabilities	547		551
Liabilities held for sale	149		—
Total current liabilities	3,815		3,587
Long-term debt	4,114		4,110
Lease liabilities – non-current	492		544
Pension and other postretirement benefits	262		291
Other non-current liabilities	807		653
Total liabilities	9,490		9,185
Redeemable noncontrolling interest	3,429		2,781
Commitments and contingencies (Note 13)	0		0
Equity:
Common stock, $1 par value: authorized - 600 million shares; issued: 294 million shares in 2021 and 2020	294		294
Additional paid-in capital	1,031		946
Retained income	15,017		13,367
Accumulated other comprehensive loss	(841)		(637)
Less: common stock in treasury - at cost: 53 million shares in 2021 and 2020	(13,469)		(13,461)
Total equity – controlling interests	2,032		509
Total equity – noncontrolling interests	75		62
Total equity	2,107		571
Total liabilities and equity	$	15,026	$	12,537

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of Cash Flows


(in millions)	Year Ended December 31,
	2021		2020		2019
Operating Activities:
Net income	$	3,263	$	2,534	$	2,303


Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	82		83		82
Amortization of intangibles	96		123		122
Provision for losses on accounts receivable	14		17		18
Deferred income taxes	13		(31)		46
Stock-based compensation	122		90		78
Gain on dispositions	(11)		(16)		(49)
Accrued legal settlements	—		9		—
Pension settlement charge, net of taxes	—		2		85
Loss on extinguishment of debt	—		279		57
Lease impairment charges	31		120		11
Other	58		110		25
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable	(144)		18		(135)
Prepaid and other current assets	(86)		(85)		(81)
Accounts payable and accrued expenses	38		132		73
Unearned revenue	198		220		256

Other current liabilities	(45)		(15)		(57)
Net change in prepaid/accrued income taxes	(36)		(2)		(41)
Net change in other assets and liabilities	5		(21)		(17)
Cash provided by operating activities	3,598		3,567		2,776
Investing Activities:
Capital expenditures	(35)		(76)		(115)
Acquisitions, net of cash acquired	(99)		(201)		(91)

Proceeds from dispositions	16		18		85
Changes in short-term investments	(2)		19		(10)
Cash used for investing activities	(120)		(240)		(131)
Financing Activities:

Proceeds from issuance of senior notes, net	—		1,276		1,086
Payments on senior notes	—		(1,394)		(868)
Dividends paid to shareholders	(743)		(645)		(560)
Distributions to noncontrolling interest holders, net	(227)		(194)		(143)
Repurchase of treasury shares	—		(1,164)		(1,240)
Exercise of stock options	13		16		40


Employee withholding tax on share-based payments and other	(56)		(61)		(66)
Cash used for financing activities	(1,013)		(2,166)		(1,751)
Effect of exchange rate changes on cash	(82)		75		34








Net change in cash, cash equivalents, and restricted cash	2,383		1,236		928
Cash, cash equivalents, and restricted cash at beginning of year	4,122		2,886		1,958
Cash, cash equivalents, and restricted cash at end of year	$	6,505	$	4,122	$	2,886
Cash paid during the year for:
Interest	$	130	$	159	$	162
Income taxes	$	883	$	683	$	659

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of Equity


(in millions)	Common Stock $1 par		Additional Paid-in Capital		Retained Income		Accumulated Other Comprehensive Loss		Less: Treasury Stock		Total SPGI Equity		Noncontrolling Interests		Total Equity
Balance as of December 31, 2018	$	294	$	833	$	11,284	$	(742)	$	11,041	$	628	$	56	$	684
Comprehensive income 1					2,123		118				2,241		10		2,251
Dividends (Dividend declared per common share — $2.28 per share)					(560)						(560)		(10)		(570)
Share repurchases			75						1,315		(1,240)		0		(1,240)

Employee stock plans			(5)						(57)		52		0		52
Capital contribution from noncontrolling interest					(36)						(36)				(36)
Change in redemption value of redeemable noncontrolling interest					(608)						(608)				(608)


Other					2		0				2		1		3
Balance as of December 31, 2019	$	294	$	903	$	12,205	$	(624)	$	12,299	$	479	$	57	$	536
Comprehensive income 1					2,339		(13)				2,326		14		2,340
Dividends (Dividend declared per common share — $2.68 per share)					(645)						(645)		(11)		(656)
Share repurchases			0						1,164		(1,164)				(1,164)
Employee stock plans			43						(2)		45				45

Change in redemption value of redeemable noncontrolling interest					(532)						(532)				(532)
Other					0		0				—		2		2
Balance as of December 31, 2020	$	294	$	946	$	13,367	$	(637)	$	13,461	$	509	$	62	$	571
Comprehensive income 1					3,024		(204)				2,820		24		2,844
Dividends (Dividend declared per common share — $3.08 per share)					(743)						(743)		(13)		(756)

Employee stock plans			85						8		77				77
Change in redemption value of redeemable noncontrolling interest					(631)						(631)				(631)
Other											—		2		2
Balance as of December 31, 2021	$	294	$	1,031	$	15,017	$	(841)	$	13,469	$	2,032	$	75	$	2,107

1Excludes $215 million, $181 million and $170 million in 2021, 2020 and 2019, respectively, attributable to redeemable noncontrolling interest.

See accompanying notes to the consolidated financial statements.

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Notes to the Consolidated Financial Statements

1. Accounting Policies

Nature of operations

•Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks.

•Market Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services.

•Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets.

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

Revenue Recognition

Subscription revenue

Non-transaction revenue

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

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•bank loan ratings.

Asset-linked fees

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

Sales usage-based royalties

Arrangements with Multiple Performance Obligations

Receivables

Contract Assets

Unearned Revenue

Remaining Performance Obligations

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Costs to Obtain a Contract

We expense sales commissions when incurred if the amortization period would have been one year or less. These costs are recorded within selling and general expenses.

Other (Income) Expense, net

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



(in millions)	2021		2020		2019
Other components of net periodic benefit cost 1	$	(45)	$	(32)	$	79
Net (income) loss from investments	(17)		1		19
Other (income) expense, net	$	(62)	$	(31)	$	98

1 The net periodic benefit cost for our retirement and post retirement plans for the year ended December 31, 2020 includes a non-cash pre-tax settlement charge of $3 million. During the year ended December 31, 2019, the Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries. The net periodic benefit cost for our retirement and post retirement plans for the year ended December 31, 2019 includes a non-cash pre-tax settlement charge of $113 million reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan.

Assets and Liabilities Held for Sale and Discontinued Operations

Assets and Liabilities Held for Sale

The fair value of a disposal group less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group as held for sale in the current period in our consolidated balance sheets.

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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

Use of 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 $6.5 billion and $4.1 billion as of December 31, 2021 and 2020, respectively. 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 $8 million and $14 million as of December 31, 2021 and December 31, 2020, respectively. Restricted cash primarily consisted of cash required to be on deposit under contractual agreements in connection with certain acquisitions and dispositions.

Short-term investments

Short-term investments are securities with original maturities greater than 90 days that are available for use in our operations in the next twelve months. The short-term investments, primarily consisting of certificates of deposit and mutual funds, are classified as held-to-maturity and therefore are carried at cost. Interest and dividends are recorded in income when earned.

Accounts receivable

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 $216 million and $209 million as of December 31,

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2021 and 2020, respectively. Accumulated amortization of capitalized technology costs was $173 million and $150 million as of December 31, 2021 and 2020, respectively.

Fair Value

Certain assets and liabilities are required to be recorded at fair value and classified within a fair value hierarchy based on inputs used when measuring fair value. We have foreign exchange forward contracts, cross currency and interest rate swaps that are adjusted to fair value on a recurring basis.

Other financial instruments, including cash and cash equivalents and short-term investments, are recorded at cost, which approximates fair value because of the short-term maturity and highly liquid nature of these instruments. The fair value of our long-term debt borrowings were $4.4 billion and $4.6 billion as of December 31, 2021 and 2020, respectively, and was estimated based on quoted market prices.

Accounting for the impairment of long-lived assets (including other intangible 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 12 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases within 1 year. 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 4 reporting units with goodwill that are evaluated for impairment.

When conducting our impairment test to evaluate the recoverability of goodwill at the reporting unit level, the estimated fair value of the reporting unit is compared to its carrying value including goodwill. Fair value of the reporting units are estimated using the income approach, which incorporates the use of the discounted free cash flow (“DCF”) analyses and are corroborated using the market approach, which incorporates the use of revenue and earnings multiples based on market data. The DCF analyses are based on the current operating budgets and estimated long-term growth projections for each reporting unit. Future cash flows are discounted based on a market comparable weighted average cost of capital rate for each reporting unit, adjusted for market and other risks where appropriate. In addition, we analyze any difference between the sum of the fair values of the

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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.

Significant judgments inherent in these analyses include estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit and indefinite-lived intangible asset and could result in an impairment charge, which could be material to our financial position and results of operations.

We performed our impairment assessment of goodwill and indefinite-lived intangible assets and concluded that no impairment existed for the years ended December 31, 2021, 2020 and 2019.

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.

Depreciation

Advertising expense

The cost of advertising is expensed as incurred. We incurred $39 million, $29 million and $34 million in advertising costs for the years ended December 31, 2021, 2020 and 2019, respectively.

Stock-based compensation

Income taxes

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

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settled prior to December 31, 2022. If any of these tax audit settlements do occur within that period we would make any necessary adjustments to the accrual for unrecognized tax benefits.

As of December 31, 2021, we have approximately $2.9 billion of undistributed earnings of our foreign subsidiaries, of which $0.8 billion is reinvested indefinitely in our foreign operations.

Redeemable Noncontrolling Interest

The agreement with the minority partners of our S&P Dow Jones Indices LLC joint venture ~~established in June of 2012~~ 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 ~~all of such~~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 ~~a combination of an~~both income and market valuation ~~approach.~~approaches. Our income and market valuation approaches ~~may~~ incorporate Level 3 measures for instances when observable inputs are not ~~available, including~~available. The more significant judgmental assumptions ~~related~~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 ~~long-term~~(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 ~~timing and nature~~relative weighting of ~~tax attributes,~~market observable information and the ~~redemption features.~~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.

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Recent Accounting Standards

In ~~August~~October of ~~2017,~~2021, the Financial Accounting Standards Board ("FASB") issued guidance ~~to enhance~~that amends the ~~hedge~~acquirer's accounting ~~model~~ for ~~both nonfinancial~~contract assets and ~~financial risk components, which includes amendments to address certain aspects of recognition and presentation disclosure.~~contract liabilities from contracts with customers in a business combination in accordance with Topic 606. The guidance is effective for reporting periods beginning after December 15, ~~2018. We do not expect this guidance to have a significant impact on our consolidated financial statements.~~

In May of 2017, the FASB issued guidance that provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This guidance does not change the accounting for modifications but

clarifies when modification accounting guidance should be applied. Under the new guidance, an entity should apply modification accounting in response to a change in the terms and conditions of an entity's share-based payment awards unless three newly specified criteria are met. The guidance is effective for reporting periods beginning after December 15, 2017;2022; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In ~~March~~August of ~~2017,~~2020, the FASB issued guidance ~~to enhance~~that amends the ~~presentation of net periodic pension cost~~accounting for convertible instruments and ~~net periodic postretirement benefit cost.~~the derivatives scope exception for contracts in an entity's own equity. The guidance ~~requires employers to report~~was effective on January 1, 2021, and the ~~service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period, and requires the other components~~adoption of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component outside a subtotal of income from operations. Additionally, only the service cost component is eligible for capitalization. Thethis guidance is effective for reporting periods beginning after December 15, 2017; however, early adoption is permitted. The guidance is required to be adopted retrospectively with respect to the income statement presentation requirement and prospectively for the capitalization requirement. The change in capitalization requirement willdid not have a ~~material~~significant impact on our consolidated financial statements.We recorded a benefit of $25 million, $24 million and $3 million in 2017, 2016 and 2015, respectively, related to our net periodic benefit costs for our retirement and postretirement plans. These amounts are not necessarily indicative of future amounts that may arise in years following the implementation of this new guidance. See Note 7 – ~~Employee Benefits~~ ~~for additional information related to our retirement and postretirement plans.~~statements.

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In ~~January~~March of ~~2017,~~2020, the FASB issued accounting guidance ~~that simplifies~~to provide temporary optional expedients and exceptions to the ~~subsequent measurement~~current contract modifications and hedge accounting guidance in light of ~~goodwill~~the expected market transition from London Interbank Offered Rate ("LIBOR") to alternative rates. The new guidance provides optional expedients and ~~eliminates Step 2~~exceptions to transactions affected by reference rate reform if certain criteria are met. The transactions primarily include (1) contract modifications, (2) hedging relationships, and (3) sale or transfer of debt securities classified as held-to-maturity. The amendments were effective immediately upon issuance of the update. The Company may elect to adopt the amendments prospectively to transactions existing as of or entered into from the ~~goodwill impairment test. Under~~date of adoption through December 31, 2022. The FASB further issued guidance in January of 2021, to clarify the ~~new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value~~scope of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The guidance is effective for reporting periods beginning after December 15, 2019; however, early adoption is permitted.Topic 848. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In January of ~~2017,~~2020, the FASB ~~issued guidance that clarifies~~intended to clarify the ~~definition~~interaction of ~~a business with~~ the ~~objective of adding guidance to assist entities with evaluating whether transactions should be~~accounting for equity securities under Accounting Standards Codification ("ASC") 321, investments accounted for ~~as acquisitions (or disposals)~~under the equity method of ~~assets or businesses.~~accounting under ASC 323, and the accounting for certain forward contracts and purchased options accounted for under ASC 815. The guidance isclarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The guidance was effective ~~for reporting periods beginning after December 15, 2017. We do not expect~~on January 1, 2021, and the adoption of this guidance todid not have a significant impact on our consolidated financial statements.

In ~~August~~December of ~~2016,~~2019, the FASB issued guidance ~~providing amendments~~ to ~~eight specific statement~~simplify the accounting for income taxes, which eliminates certain exceptions to the general principles of ~~cash flows classification issues.~~Topic 740. The guidance is effective for reporting periods ~~beginning~~ after December 15, ~~2017; however, early~~2020. Our adoption ~~is permitted. We do not expect~~of this guidance toon January 1, 2021 did not have a significant impact on our consolidated financial statements.

In March of 2016, the FASB issued guidance to modify several aspects of accounting for share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance requires recognizing excess tax benefits and deficiencies as income tax expense or benefit in the statement of income, instead of in equity. The guidance was effective on January 1, 2017 and was adopted as follows: 1) prospectively for the recognition of excess tax benefits and deficiencies in the tax provision, 2) retrospectively for the classification of excess tax benefits and deficiencies in the statement of cash flows, and 3) retrospectively for the classification of cash paid for shares withheld to satisfy employee taxes in the statement of cash flows. For the year ended December 31, 2017, excess tax benefits from share-based payments of $72 million were reco~~gnized as an income tax benefit in our consolidated statements of income and classified as an operating activity in our consolidated statements of cash f~~lows. For the years ended December 31, 2016 and 2015, we reclassified $41 million and $69 million, respectively, of excess tax benefits from share-based payments from a financing activity to an operating activity in our consolidated statements of cash flows. In addition, cash paid for shares withheld on the employees' behalf of $49 million was classified as a financing activity in our consolidated statements of cash flows for the year ended December 31, 2017. Cash paid for employee taxes of $55 million and $92 million were reclassified from an operating activity to a financing activity in our consolidated statements of cash flows for the years ended December 31, 2016 and 2015, respectively.

~~In February of 2016, the FASB issued guidance that amends accounting for leases. Under the new guidance, a lessee will recognize~~ assets and liabilities but will recognize expenses similar to current lease accounting. The guidance is effective for reporting periods beginning after December 15, 2018; however, early adoption is permitted. The new guidance must be adopted using a modified retrospective approach to each prior reporting period presented with various optional practical expedients. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

In January of 2016, the FASB issued guidance to enhance the reporting model for financial instruments, which includes amendments to address certain aspects of recognition, measurement, presentation and disclosure. The guidance is effective for reporting periods beginning after December 15, 2017. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In May of 2014, the FASB and the International Accounting Standards Board (“IASB”) issued jointly a converged standard on the recognition of revenue from contracts with customers, which is intended to improve the financial reporting of revenue and comparability of the top line in financial statements globally. The core principle of the new standard is for the recognition of revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which the company expects to be entitled in exchange for those goods or services. The new standard will also result in enhanced revenue disclosures, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. In August of 2015, the FASB issued guidance deferring the effective date of the new revenue standard by one year. Subsequently, the FASB issued implementation guidance related to the new revenue standard, including the following: In March of 2016, the FASB issued guidance to clarify the implementation guidance on principal versus agent considerations; in April of 2016, the FASB clarified guidance on performance obligations and the licensing implementation guidance; in May of 2016, the FASB issued a practical expedient in response to identified implementation issues. The new guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We have completed our evaluation of changes to our accounting policies, business processes, systems and internal controls to support the recognition and disclosure requirements under the new standard. We will adopt the new revenue standard effective January 1,

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2018 using the modified retrospective transition method. Based on our analysis, adoption of the new standard will impact: (1) the capitalization of costs to obtain contracts with our customers and the related amortization period of those costs; (2) the timing of when fees for certain Ratings products that are recognized to match when the customer obtains control of the product; 3) the accounting for long-term deferred revenue in our Ratings segment which contain a financing component; and 4) the presentation of sales of certain of our jointly-owned products in our Market and Commodities Intelligence segment, where revenue will be recognized on a gross rather than net basis. The aggregate impact of these adjustments on our opening balance sheet will be an increase to retained earnings of approximately $40 million, with the increase driven primarily by the capitalization of costs to obtain contracts with our customers of approximately $79 million previously expensed, offset by the deferral of income associated with our Ratings products of approximately $14 million previously recognized in revenue, the net impact of recording expense associated with the significant financing component of Ratings' long term deferred revenue of approximately $12 million, and a net increase to the associated deferred tax assets and deferred tax liabilities associated with these adjustments of approximately $13 million.

Reclassification

Certain prior year amounts have been reclassified for comparability purposes.

2. Acquisitions and Divestitures

Acquisitions

~~2017~~Merger Agreement

In November of 2020, S&P Global and IHS Markit Ltd ("IHS Markit") entered into a merger agreement, pursuant to which, among other things, a subsidiary of S&P Global will merge with and into IHS Markit, with IHS Markit surviving the merger as a wholly owned subsidiary of S&P Global. Under the terms of the merger agreement, each share of IHS Markit issued and outstanding (other than excluded shares and dissenting shares) will be converted into the right to receive 0.2838 fully paid and nonassessable shares of S&P Global common stock (and, if applicable, cash in lieu of fractional shares, without interest), less any applicable withholding taxes. On March 11, 2021, S&P Global and IHS Markit shareholders voted to approve the merger agreement. As of December 31, 2021, IHS Markit had approximately 399.1 million shares outstanding. Subject to certain closing conditions, the merger is expected to be completed in the first quarter of 2022.

2021

For the year ended December 31, ~~2017,~~2021, we paid cash for acquisitions of $99 million, net of cash acquired, ~~totaling $83 million.~~funded with cash from operations. None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings. ~~All acquisitions were funded with cash flows from operations.~~ Acquisitions completed during the year ended December 31, ~~2017~~2021 included:

•In ~~August~~December of ~~2017,~~2021, as part of our Sustainable1 investments, we ~~acquired a 6.02% investment in Algomi Limited~~completed the acquisition of The Climate Service, Inc. ("~~Algomi"~~TCS"), ~~an innovative fintech company focused on providing software-enabled liquidity~~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,

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evaluations and indices that provide customers with a 360-degree view to help achieve their sustainability goals. The acquisition will add capabilities to S&P Global's leading portfolio of essential environmental, social, and governance ("ESG") insights and solutions for its customers. Through this acquisition, S&P Global will be able to ~~both buy-side~~offer its clients even more transparent, robust and ~~sell-side firms within the credit markets. Our investment in Algomi will help facilitate product collaboration~~comprehensive climate data, models and ~~enable future business expansion.~~analytics. We accounted for the ~~investment in Algomi~~acquisition using the ~~cost~~purchase method of accounting. The ~~investment with Algomi~~acquisition of The Climate Service, Inc. is not material to our consolidated financial statements.

In June of 2017, CRISIL, included within our Ratings segment, acquired 8.9% of the outstanding shares of CARE Ratings Limited ("CARE") from Canara Bank. CARE is a Securities and Exchange Board of India registered credit rating agency providing various rating and grading services in India whose shares are publicly traded on both the Bombay Stock Exchange and the National Stock Exchange of India. We accounted for the investment in CARE as available-for-sale using the fair value method of accounting. The investment balance as of December 31, 2017 of $54 million is included in other non-current assets in our consolidated balance sheet. The change in the fair value of this investment is reported in accumulated other comprehensive loss in our consolidated balance sheet. The investment in CARE is not material to our consolidated financial statements.

~~2016~~

For the year ended December 31, 2016, we paid cash for acquisitions, net of cash acquired, totaling $177 million. None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings. All acquisitions were funded with cash flows from operations. Acquisitions completed during the year ended December 31, 2016 by segment included:

~~Market and Commodities Intelligence~~

In December of 2016, Market and Commodities Intelligence acquired a 2.54% equity investment in Kensho Technologies, Inc. ("Kensho"), a financial technology startup in market data analytics. We accounted for the acquisition of Kensho on a cost basis. Our investment in Kensho is not material to our consolidated financial statements.

In September of 2016, Market and Commodities Intelligence acquired PIRA Energy Group ("PIRA"), a global provider of energy research and forecasting products and services. The purchase enhances Market and Commodities Intelligence's energy analytical capabilities by expanding its oil offering and strengthening its position in the natural gas and power markets. We accounted for the acquisition of PIRA using the purchase method of accounting. The acquisition of PIRA is not material to our consolidated financial statements.

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In June of 2016, Market and Commodities Intelligence acquired RigData, a provider of daily information on rig activity for the natural gas and oil markets across North America. The purchase enhances Market and Commodities Intelligence's energy analytical capabilities by strengthening its position in natural gas and enhancing its oil offering. We accounted for the acquisition of RigData using the purchase method of accounting. The acquisition of RigData is not material to our consolidated financial statements.

In March of 2016, Market and Commodities Intelligence acquired Commodity Flow, a specialist technology and business intelligence service for the global waterborne commodity and energy markets. The purchase helps extend Market and Commodities Intelligence's trade flow analytical capabilities and complements its existing shipping services. We accounted for the acquisition of Commodity Flow using the purchase method of accounting. The acquisition of Commodity Flow is not material to our consolidated financial statements.

~~Following our acquisition of PIRA, we made a contingent purchase price payment in 2016 for $34 million that has been reflected in the consolidated statement of cash flows as a financing activity.~~

Following our acquisition of National Automobile Dealers Association's Used Car Guide ("UCG") at J.D. Power in July of 2015, we made a contingent purchase price payment in 2016 for $5 million that has been reflected in the consolidated statement of cash flows as a financing activity.

~~Indices~~

In October of 2016, Indices acquired Trucost plc, a leader in carbon and environmental data and risk analysis through its subsidiary S&P Global Indices UK Limited. The purchase will build on Indices' current portfolio of Environmental, Social and Governance solutions. The acquisition of Trucost plc is not material to our consolidated financial statements.

~~Ratings~~

In June of 2016, Ratings acquired a 49% equity investment in Thailand's TRIS Rating Company Limited from its parent company, TRIS Corporation Limited. The transaction extends an existing association between Ratings and TRIS Rating and deepens their commitment to capital markets in Thailand. We accounted for the acquisition of TRIS Rating Company using the equity method of accounting. The equity investment in TRIS Rating is not material to our consolidated financial statements.

For acquisitions during ~~2016~~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, will be amortized over their anticipated useful lives between 3 and 105 years which will be determined when we finalize our purchase price allocations. ~~The goodwill for PIRA and RigData is expected to be deductible for tax purposes.~~

~~2015~~2020

For the year ended December 31, ~~2015,~~2020, we paid cash for acquisitions of $201 million, net of cash acquired, ~~totaling $2.4 billion. We used the net proceeds of our $2.0 billion of senior notes issued in August of 2015 and cash on hand to finance the acquisition of SNL. All other acquisitions were~~ funded with cash ~~flows~~ from operations. None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings. Acquisitions completed during the year ended December 31, ~~2015 by~~2020 included:

•In February of 2020, CRISIL, included within our Ratings segment, ~~included:~~

~~Market and Commodities Intelligence~~

~~In September~~completed the acquisition of ~~2015, we acquired SNL Financial LC~~Greenwich Associates LLC ("~~SNL"~~Greenwich") ~~for $2.2 billion. SNL is~~, a ~~global~~leading provider of ~~news,~~proprietary benchmarking data, analytics and ~~analytical tools to five sectors in the global economy:~~qualitative, actionable insights that helps financial services ~~real estate, energy, media & communications,~~firms worldwide measure and ~~metals & mining. SNL delivers information through its suite~~improve business performance. The acquisition will complement CRISIL's existing portfolio of ~~web, mobile~~products and ~~direct data feed platforms that helps clients,~~expand offerings to new segments across financial services including ~~investment and~~ commercial banks ~~investors, corporations,~~ and ~~regulators make decisions, improve efficiency,~~asset and ~~manage risk. See below for further detail related to this transaction.~~

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In July of 2015, we acquired the entire issued share capital of Petromedia Ltd and its operating subsidiaries (“Petromedia”), an independent provider of data, intelligence, news and tools to the global fuels market that offers a suite of products that provides clients with actionable data and intelligence that enable informed decisions, minimize risk and increase efficiency.wealth managers. We accounted for ~~the~~this acquisition ~~of Petromedia~~ using the purchase method of accounting. The acquisition of ~~Petromedia~~Greenwich is not material to our consolidated financial statements.

~~Following our~~•In January of 2020, we completed the acquisition of ~~UCG at J.D. Power in July~~the ESG Ratings Business from RobecoSAM, which includes the widely followed SAM* Corporate Sustainability Assessment, an annual evaluation of ~~2015,~~companies' sustainability practices. The acquisition will bolster our position as the premier resource for ESG insights and product solutions for our customers. Through this acquisition, we ~~made a contingent~~will be able to offer our customers even more transparent, robust and comprehensive ESG solutions. We accounted for this acquisition using the purchase ~~price payment in 2015 for $5 million that has been reflected in~~method of accounting. The acquisition of the ESG Ratings Business is not material to our consolidated ~~statement of cash flows as a financing activity.~~financial statements.

For acquisitions during ~~2015~~2020 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles. ~~Intangible~~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, ~~recorded~~excluding goodwill and indefinite-lived intangibles, are being amortized over their anticipated useful lives between 3 and 10 years. The goodwill for ~~all transactions are amortized using the straight-line method~~Greenwich and ESG Ratings Business is deductible for ~~periods not exceeding 18 years.~~tax purposes.

~~Acquisition of SNL~~2019

~~Acquisition-Related Expenses~~

~~During~~For the year ended December 31, ~~2015,~~2019, we paid cash for acquisitions of $91 million, net of cash acquired, funded with cash from operations. None of our acquisitions were material either individually or in aggregate, including the ~~Company incurred approximately $37 million~~pro forma impact on earnings. Acquisitions completed during the year ended December 31, 2019 included:

•In December of ~~acquisition-related costs related~~2019, Market Intelligence acquired 451 Research, LLC ("451 Research"), a privately-held research and advisory firm that provides intelligence, expertise and data covering high-growth emerging technology segments. This acquisition will expand and strengthen Market Intelligence's research coverage, adding differentiated expertise and intelligence with comprehensive offerings in technologies. We accounted for this acquisition using the purchase method of accounting. The acquisition of 451 Research is not material to our consolidated financial statements.

•In September of 2019, Platts acquired Canadian Enerdata Ltd. ("Enerdata"), an independent provider of energy data and information in Canada, to further enhance Platts' North American natural gas offering. We accounted for the acquisition using the purchase method of accounting. The acquisition of Enerdata is not material to our consolidated financial statements.

•In August of 2019, Platts acquired Live Rice Index ("LRI"), a global provider of information and benchmark price assessments for the rice industry. The purchase expands Platts portfolio of agricultural price assessments while extending its data and news coverage in key export regions for international grains. We accounted for the acquisition

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using the purchase method of accounting. The acquisition of LRI is not material to our consolidated financial statements.

•In July of 2019, we completed the acquisition of ~~SNL. These expenses are included in selling~~the Orion technology center from Ness Technologies. Orion was developed to become our center of excellence for technology talent to focus on innovation by providing employees with access to the latest technologies and ~~general expenses in our consolidated statements of income.~~

~~Allocation of Purchase Price~~

~~Our acquisition of SNL was~~global communications infrastructure, as well as physical spaces that enable highly-collaborative teams. We accounted for the acquisition using the purchase ~~method. Under~~method of accounting. The acquisition of Orion is not material to our consolidated financial statements.

For acquisitions during 2019 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles. The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition. The intangible assets, excluding goodwill and indefinite-lived intangibles, ~~will be~~are being amortized over their anticipated useful lives between 103 and 1810 years. The goodwill for 451 Research and Orion is ~~expected to be~~ deductible for tax purposes.

~~The following table presents the final allocation of purchase price to the assets and liabilities of SNL as a result of the acquisition.~~

(in millions)
Current assets $ 29
Property, plant and equipment 19
Goodwill 1,574
Other intangible assets, net:
Databases and software 421
Customer relationships 162
Tradenames 185
Other intangibles 4
Other intangible assets, net 772
Other non-current assets 1
Total assets acquired 2,395
Current liabilities (43 )
Unearned revenue (117 )
Other non-current liabilities (1 )
Total liabilities acquired (161 )
Net assets acquired $ 2,234

~~Supplemental Pro Forma Information~~

Supplemental information on an unaudited pro forma basis is presented below for the year ended December 31, 2015 as if the acquisition of SNL occurred on January 1, 2015. The pro forma financial information is presented for comparative purposes only, based on estimates and assumptions, which the Company believes to be reasonable but not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had this acquisition

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been completed at the beginning of 2015. The unaudited pro forma information includes intangible asset charges and incremental borrowing costs as a result of the acquisition, net of related tax, estimated using the Company's effective tax rate for continuing operations for the periods presented.

(in millions) Year Ended
December 31, 2015
Pro forma revenue $ 5,477
Pro forma net income $ 1,258

Non-cash investing activities

Liabilities assumed in conjunction with our acquisitions are as follows:


(in millions)	Year ended December 31,
	2021		2020		2019
Fair value of assets acquired	$	110	$	219	$	110

Cash paid (net of cash acquired)	99		201		91
Liabilities assumed	$	11	$	18	$	19

(in millions) Year ended December 31,
2017 2016 2015
Fair value of assets acquired $ 83
$ 253
$ 2,576
Cash paid (net of cash acquired) 83
211
2,401
Liabilities assumed $ —
$ 42
$ 175

Divestitures ~~- Continuing Operations~~

~~2017~~2021

In ~~April~~December of ~~2017, we signed a letter of intent~~2021, S&P Global entered into an agreement to sell our facility at East Windsor, New Jersey. The fixed assets of the facility of $5 million have been classified as held for sale, which is included in prepaid and other current assets in our consolidated balance sheet as of December 31, 2017.

~~In January of 2017, we completed the sale of Quant House SAS~~CUSIP Global Services ("~~QuantHouse"~~CGS"), business, included in our Market ~~and Commodities~~ Intelligence segment, to ~~QH Holdco, an independent third party. In November~~FactSet Research Systems for $1.925 billion, with the agreement subject to customary purchase price adjustments. The agreement represents continued progress toward completing the pending merger of ~~2016, we entered into a put option agreement that gave~~S&P Global and IHS Markit, and the ~~Company~~divestiture is dependent on expected closing of the ~~right, but not the obligation,~~merger with IHS Markit and other customary conditions. We have also pledged to ~~put the entire share capital of QuantHouse to QH Holdco. As a result, we classified the assets~~divest our Leveraged Commentary and ~~liabilities of QuantHouse, net of our costs to sell, as held for sale, which were~~Data (“LCD”) business, included in ~~prepaid~~our Market Intelligence segment, along with a related family of leveraged loan indices as a condition for regulatory approval. Under the European Commission's conditional approval of the merger of S&P Global and ~~other current assets and other current liabilities, respectively, in our consolidated balance sheet as~~IHS Markit, execution of ~~December 31, 2016 resulting in~~ an ~~aggregate loss of $31 million. On January 4, 2017, we exercised the put option, thereby entering into a definitive~~ agreement to sell ~~QuantHouse~~the LCD business can occur after the closing of the merger. The divestitures remain subject to ~~QH Holdco. On January 9, 2017, we~~further review and approval by antitrust regulators. Subject to certain closing conditions, the merger is expected to be completed ~~the sale of QuantHouse to QH Holdco.~~

~~The components of assets and liabilities held for sale related to QuantHouse, which were included in prepaid and other current assets and other current liabilities~~ in the ~~consolidated balance sheet, consist~~first quarter of ~~the following:~~2022.

(in millions) December 31, 2016
Accounts receivable, net $ 4
Other assets 3
Assets of a business held for sale $ 7

Accounts payable and accrued expenses $ 3
Unearned revenue 7
Other liabilities 35
Liabilities of a business held for sale $ 45

~~2016~~

During the year ended December 31, ~~2016,~~2021, we completed the following dispositions that resulted in a ~~net~~ pre-tax gain of ~~$1.1 billion,~~$11 million, which was included in ~~gain~~Gain on dispositions in the consolidated statement of income:

~~Table~~•During the year ended December 31, 2021, we recorded a pre-tax gain of ~~Contents~~

$8 million ($6 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of office facilities in India.

~~In October~~•During the year ended December 31, 2021, we recorded a pre-tax gain of ~~2016, we completed~~$3 million ($3 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Standard & Poor's ~~Securities Evaluations, Inc.~~Investment Advisory Services LLC ("~~SPSE") and Credit Market Analysis ("CMA"~~SPIAS"), ~~two businesses~~a business within our Market ~~and Commodities~~ Intelligence segment, ~~for $425 million~~that occurred in ~~cash to Intercontinental Exchange, an operator~~July of ~~global exchanges, clearing houses and data services.~~ 2019.

2020

During the year ended December 31, ~~2016,~~2020, we completed the following dispositions that resulted in a pre-tax gain of $16 million, which was included in Gain on dispositions in the consolidated statement of income:

•In January of 2020, Market Intelligence entered into a strategic alliance to transition S&P Global Market Intelligence's Investor Relations ("IR") webhosting business to Q4 Inc. ("Q4"). This alliance integrated Market Intelligence's proprietary data into Q4's portfolio of solutions, enabling further opportunities for commercial collaboration. In connection with transitioning its IR webhosting business to Q4, Market Intelligence received a minority investment in Q4. During the year ended December 31, 2020, we recorded a pre-tax gain of ~~$364~~$11 million ($~~297~~6 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of IR.

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•In September of 2020, we sold our facility at East Windsor, New Jersey. During the year ended December 31, 2020, we recorded a pre-tax gain of $4 million ($3 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of East Windsor.

•During the year ended December 31, 2020, we recorded a pre-tax gain of $1 million ($1 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Standard & Poor's Investment Advisory Services LLC ("SPIAS"), a business within our Market Intelligence segment, in July of 2019.

2019

•On July 31, 2019, we completed the sale of RigData, a business within our Platts segment, to Drilling Info, Inc. RigData is a provider of daily information on rig activity for the natural gas and oil markets across North America. During the year ended December 31, 2019, we recorded a pre-tax gain of $27 million ($26 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of ~~SPSE~~RigData.

•In March of 2019, we entered into an agreement to sell SPIAS to Goldman Sachs Asset Management ("GSAM"). SPIAS provides non-discretionary investment advice across institutional sub-advisory and ~~CMA. Additionally, in October of 2016,~~intermediary distribution channels globally. On July 1, 2019, we completed the sale of ~~Equity and Fund Research ("Equity Research")~~SPIAS to ~~CFRA, a leading independent provider of forensic accounting research, analytics and advisory services.~~GSAM. During the year ended December 31, ~~2016,~~2019, we recorded a pre-tax gain of $9$22 million ($512 million after-tax) in ~~gain~~Gain on dispositions in the consolidated statement of income related to the sale of ~~Equity Research.~~SPIAS.

~~In September~~The components of ~~2016, we completed the~~assets and liabilities held for sale of J.D. Power, included within our Market and Commodities Intelligence segment, for $1.1 billion to XIO Group, a global alternative investments firm headquartered in London. During the year ended December 31, 2016, we recorded a pre-tax gain of $728 million ($516 million after-tax) in gain on dispositions in the consolidated ~~statement~~balance sheet consist of ~~income related to~~ the following:


(in millions)	December 31,
	2021 1
Accounts Receivable, net	$	59
Goodwill	255
Other assets	7
Assets of businesses held for sale	$	321

Accounts payable and accrued expenses	$	11
Unearned revenue	138
Liabilities of businesses held for sale	$	149

1 Assets and liabilities held for sale as of ~~J.D. Power.~~

~~2015~~

~~During the year ended~~ December 31, ~~2015, we recorded a pre-tax gain of $11 million in gain on dispositions in the consolidated statement of income related~~2021 relate to ~~the sale of our interest in a legacy McGraw Hill Construction investment.~~CGS and LCD.

The operating profit of our businesses that were ~~disposed of or~~ held for sale or disposed of for the years ending December 31, ~~2017, 2016,~~2021, 2020, and ~~2015~~2019 is as follows:


(in millions)	Year ended December 31,
	2021		2020		2019
Operating profit 1	$	172	$	162	$	162

(in millions) Year ended December 31,
2017 2016 2015
Operating profit ¹
$ —
$ 62
$ 85

¹The operating profit presented includes the revenue and recurring direct expenses associated with businesses held for sale. The year ended December 31, ~~2016~~2021 excludes a pre-tax gain on the sale of ~~$1.1 billion~~SPIAS of $3 million. The year ended December 31, 2020 excludes a pre-tax gain on ~~our dispositions.~~the sale of the IR webhosting business of $11 million. The year ended December 31, 2019 excludes a pre-tax gain on the sale of RigData and SPIAS of $27 million and $22 million, respectively.

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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)	Ratings		Market Intelligence		Platts		Indices		Corporate		Total
Balance as of December 31, 2019	$	115	$	2,062	$	521	$	376	$	501	$	3,575
Acquisitions	138		—		—		—		—		138
Dispositions	—		(2)		—		—		—		(2)

Other 1	10		11		6		—		(3)		24
Balance as of December 31, 2020	263		2,071		527		376		498		3,735
Acquisitions	—		—		—		—		54		54

Reclassifications 2	—		(255)		—		—		—		(255)
Other 1	(18)		(8)		(2)		—		—		(28)
Balance as of December 31, 2021	$	245	$	1,808	$	525	$	376	$	552	$	3,506

(in millions) Ratings Market and Commodities Intelligence Indices Total
Balance as of December 31, 2015 $ 114
$ 2,392
$ 376
$ 2,882
Acquisitions —
106
7
113
Dispositions —
(35 ) —
(35 )
Other ¹
(5 ) (6 ) —
(11 )
Balance as of December 31, 2016 109
2,457
383
2,949
Other ¹
5
27
8
40
Balance as of December 31, 2017 $ 114
$ 2,484
$ 391
$ 2,989


¹	Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 2016 includes adjustments related to SNL and Petromedia. 2017 includes adjustments related to PIRA, Trucost, RigData and Commodity Flow.

1Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 2021 includes adjustments related to RobecoSAM and 2020 includes adjustments related to Investor Relations.

2Relates to CGS and LCD, which are classified as assets held for sale in our consolidated balance sheet as of December 31, 2021

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

Other Intangible Assets

Other intangible assets include both indefinite-lived assets not subject to amortization and definite-lived assets subject to amortization. We have indefinite-lived assets with a carrying value of ~~$714~~$846 million as of December 31, ~~2017~~2021 and ~~2016 that consist of the following:~~2020.

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~~$380~~•2021 and 2020 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.

~~$185~~•2021 and 2020 both include $185 million within our Market ~~and Commodities~~ Intelligence segment for the SNL tradename.

~~$59~~•2021 and 2020 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.

•2021 and 2020 both include $59 million within our Indices segment for the Goldman Sachs Commodity Index intellectual property and the Broad Market Indices intellectual property.

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The following table summarizes our definite-lived intangible assets:


(in millions)
Cost	Databases and software		Content		Customer relationships		Tradenames		Other intangibles		Total
Balance as of December 31, 2019	$	629	$	139	$	355	$	54	$	130	$	1,307
Acquisitions	14		—		—		—		40		54



Other (primarily Fx) 1	2		—		1		1		7		11
Balance as of December 31, 2020	645		139		356		55		177		1,372
Acquisitions	—		—		—		—		18		18



Other 1	—		—		(1)		—		11		10
Balance as of December 31, 2021	$	645	$	139	$	355	$	55	$	206	$	1,400

Accumulated amortization
Balance as of December 31, 2019	$	331	$	129	$	153	$	48	$	68	$	729
Current year amortization	73		10		21		2		17		123
Acquisitions	—		—		—		—		10		10


Other (primarily Fx) 1	2		—		1		—		1		4
Balance as of December 31, 2020	406		139		175		50		96		866
Current year amortization	52		—		21		2		21		96


Reclassifications 2	8		—		—		—		(8)		—
Other 1	1		—		—		—		(2)		(1)
Balance as of December 31, 2021	$	467	$	139	$	196	$	52	$	107	$	961

Net definite-lived intangibles:
December 31, 2020	$	239	$	—	$	181	$	5	$	81	$	506
December 31, 2021	$	178	$	—	$	159	$	3	$	99	$	439

(in millions)
Cost Databases and software Content Customer relationships Tradenames Other intangibles Total
Balance as of December 31, 2015 $ 510
$ 139
$ 168
$ 47
$ 269
$ 1,133
   Acquisitions —
—
—
—
98
98
   Dispositions —
—
—
(2 ) (8 ) (10 )
   Impairment ¹
(2 ) —
—
—
(22 ) (24 )
     Reclassifications —
—
165
1
(166 ) —
     Other (primarily Fx) (2 ) —
(3 ) (1 ) (8 ) (14 )
Balance as of December 31, 2016 506
139
330
45
163
1,183
   Dispositions (4 ) —
(2 ) —
—
(6 )
     Other ²
52
—
19
5
(86 ) (10 )
Balance as of December 31, 2017 $ 554
$ 139
$ 347
$ 50
$ 77
$ 1,167

Accumulated amortization
Balance as of December 31, 2015 $ 88
$ 73
$ 60
$ 36
$ 67
$ 324
Current year amortization 47
14
21
2
12
96
Dispositions —
—
—
(1 ) (6 ) (7 )
Impairment ¹
(2 ) —
—
—
(10 ) (12 )
     Reclassifications 2
—
5
—
(7 ) —
     Other (primarily Fx) (3 ) —
(2 ) (1 ) (4 ) (10 )
Balance as of December 31, 2016 132
87
84
36
52
391
Current year amortization 52
14
22
4
6
98
Dispositions (3 ) —
(2 ) —
(1 ) (6 )
     Reclassifications 2
—
1
1
(4 ) —
     Other (primarily Fx) 4
—
1
1
4
10
Balance as of December 31, 2017 $ 187
$ 101
$ 106
$ 42
$ 57
$ 493

Net definite-lived intangibles:
December 31, 2016 $ 374
$ 52
$ 246
$ 9
$ 111
$ 792
December 31, 2017 $ 367
$ 38
$ 241
$ 8
$ 20
$ 674


¹	~~Relates to a technology-related impairment charge at Market and Commodities Intelligence and recorded in selling and general expenses in the consolidated statement of income.~~


²	~~Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 2017 includes adjustments related to PIRA, Trucost, RigData and Commodity Flow.~~

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2The reclassification in 2021 is related to RobecoSAM.

Definite-lived intangible assets are being amortized on a straight-line basis over periods of up to 2021 years. The weighted-average life of the intangible assets as of December 31, ~~2017~~2021 is approximately 12 years.

Amortization expense was $96 million, $123 million and $122 million for the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015 was $98 million, $96 million, and $67 million,~~2019, 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)	2022		2023		2024		2025		2026
Amortization expense 1	$	91	$	85	$	82	$	65	$	34

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

(in millions) 2018 2019 2020 2021 2022
Amortization expense $ 95
$ 88
$ 82
$ 70
$ 68

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4. Taxes on Income

Comprehensive tax legislation enacted through the Tax Cuts and Jobs Act (“TCJA”) on December 22, 2017, significantly modified U.S. corporate income tax law. Provisional amounts have been recorded in our financial statements based on the Company’s initial analysis of the TCJA. The Company may adjust these amounts in future periods if our interpretation of the TCJA changes or as additional guidance from the U.S. Treasury becomes available. As a result of the TCJA, a provisional amount of $149 million has been recorded which reflects a one-time tax charge of approximately $173 million on the deemed repatriation of foreign earnings and a one-time tax benefit of approximately $24 million in respect of the re-valuation of net U.S. deferred tax liabilities at the reduced corporate income tax rate.

Income before taxes on income resulting from domestic and foreign operations is as follows:


(in millions)	Year Ended December 31,
	2021		2020		2019
Domestic operations	$	2,874	$	2,226	$	2,068
Foreign operations	1,290		1,002		862
Total income before taxes	$	4,164	$	3,228	$	2,930

(in millions) Year Ended December 31,
2017 2016 2015
Domestic operations $ 1,723
$ 2,585
$ 1,266
Foreign operations 738
603
549
Total income before taxes $ 2,461
$ 3,188
$ 1,815

The provision for taxes on income consists of the following:


(in millions)	Year Ended December 31,
	2021		2020		2019
Federal:
Current	$	438	$	349	$	303
Deferred	(9)		1		13
Total federal	429		350		316
Foreign:
Current	295		246		201
Deferred	23		(9)		14
Total foreign	318		237		215
State and local:
Current	153		111		93
Deferred	1		(4)		3
Total state and local	154		107		96
Total provision for taxes	$	901	$	694	$	627

(in millions) Year Ended December 31,
2017 2016 2015
Federal:
Current $ 489
$ 641
$ 90
Deferred 63
79
276
Total federal 552
720
366
Foreign:
Current 194
133
111
Deferred (3 ) (4 ) (1 )
Total foreign 191
129
110
State and local:
Current 73
99
34
Deferred 7
12
37
Total state and local 80
111
71
Total provision for taxes $ 823
$ 960
$ 547

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A reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate for financial reporting purposes is as follows:


	Year Ended December 31,
	2021		2020		2019
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%

State and local income taxes	3.3		3.0		2.6

Foreign operations	(0.2)		(0.3)		(0.3)

Stock-based compensation	(0.8)		(0.7)		(1.4)
S&P Dow Jones Indices LLC joint venture	(1.1)		(1.2)		(1.2)
Tax credits and incentives	(2.3)		(2.2)		(1.7)
Other, net	1.7		1.9		2.4
Effective income tax rate	21.6	%	21.5	%	21.4	%

The increase in the effective income tax rate in 2021 was primarily due to a change in the mix of income by jurisdiction. The increase in the effective income tax rate in 2020 was primarily due to a decrease in the recognition of excess tax benefits associated with share-based payments in the statement of income.

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

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Year Ended December 31,
2017 2016 2015
U.S. federal statutory income tax rate 35.0 % 35.0 % 35.0 %
State and local income taxes 2.5
2.7
2.6
Divestitures —
(4.3 ) —
Foreign operations (3.9 ) (2.0 ) (3.2 )
Impact of TCJA 6.0
—
—
Stock-based compensation (2.7 ) —
—
S&P Dow Jones Indices LLC joint venture (1.8 ) (1.2 ) (2.0 )
Tax credits and incentives (2.1 ) (1.6 ) (2.9 )
Other, net 0.4
1.5
0.6
Effective income tax rate 33.4 % 30.1 % 30.1 %

The principal temporary differences between the accounting for income and expenses for financial reporting and income tax purposes are as follows:


(in millions)	December 31,
	2021		2020
Deferred tax assets:
Employee compensation	$	57	$	64
Accrued expenses	54		41
Postretirement benefits	28		12
Unearned revenue	74		28
Forward exchange contracts	71		—
Loss carryforwards	204		217
Lease liabilities	142		186
Other	32		53
Total deferred tax assets	662		601
Deferred tax liabilities:
Goodwill and intangible assets	(394)		(347)
Right of use asset	(101)		(138)
Postretirement benefits	(46)		—
Fixed assets	(6)		(7)
Total deferred tax liabilities	(547)		(492)
Net deferred income tax asset before valuation allowance	115		109
Valuation allowance	(206)		(219)
Net deferred income tax liability	$	(91)	$	(110)
Reported as:
Non-current deferred tax assets	$	56	$	67
Non-current deferred tax liabilities	(147)		(177)
Net deferred income tax liability	$	(91)	$	(110)

(in millions) December 31,
2017 2016
Deferred tax assets:
Legal and regulatory settlements $ 27
$ 23
Employee compensation 50
78
Accrued expenses 47
87
Postretirement benefits 34
105
Unearned revenue 26
33
Allowance for doubtful accounts 8
11
Loss carryforwards 135
112
Other 45
3
Total deferred tax assets 372
452
Deferred tax liabilities:
Goodwill and intangible assets (249 ) (320 )
Fixed assets (4 ) (3 )
Other —
—
Total deferred tax liabilities (253 ) (323 )
Net deferred income tax asset before valuation allowance 119
129
Valuation allowance (127 ) (116 )
Net deferred income tax (liability) asset $ (8 ) $ 13
Reported as:
Non-current deferred tax assets $ 59
$ 61
Non-current deferred tax liabilities (67 ) (48 )
Net deferred income tax (liability) asset $ (8 ) $ 13

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, 2021, we have approximately $2.9 billion of undistributed earnings of our foreign subsidiaries, of which $0.8 billion is reinvested indefinitely in our foreign operations. We have not recorded deferred income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations. ~~Undistributed earnings that are indefinitely reinvested in foreign operations amounted to $780~~

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~~million at December 31, 2017.~~ Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable.

We made net income tax payments ~~for continuing and discontinued operations~~ totaling ~~$709~~$883 million in ~~2017,~~2021, $683 million in ~~2016,~~2020, and ~~$260~~$659 million in ~~2015.~~2019. As of December 31, ~~2017,~~2021, we had net operating loss carryforwards of ~~$564~~$761 million, of which a ~~major~~significant portion has an unlimited carryover period under current law.

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A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


(in millions)	Year ended December 31,
	2021		2020		2019
Balance at beginning of year	$	121	$	124	$	147
Additions based on tax positions related to the current year	35		24		21
Additions for tax positions of prior years	9		1		11
Reduction for tax positions of prior years	—		(13)		(15)
Reduction for settlements	(8)		(4)		(33)
Expiration of applicable statutes of limitations	(10)		(11)		(7)
Balance at end of year	$	147	$	121	$	124

(in millions) Year ended December 31,
2017 2016 2015
Balance at beginning of year $ 221
$ 162
$ 155
Additions based on tax positions related to the current year 23
48
24
Additions for tax positions of prior years 17
20
16
Reduction for tax positions of prior years (32 ) (3 ) (15 )
Reduction for settlements (5 ) (6 ) (18 )
Expiration of applicable statutes of limitations (12 ) —
—
Balance at end of year $ 212
$ 221
$ 162

The total amount of federal, state and local, and foreign unrecognized tax benefits as of December 31, ~~2017, 2016~~2021, 2020 and ~~2015~~2019 was ~~$212~~$147 million, ~~$221~~$121 million and ~~$162~~$124 million, respectively, exclusive of interest and penalties. During the ~~period ending~~year ended December 31, ~~2017,~~2021, the change in unrecognized tax benefits resulted in a net ~~reduction~~increase of tax expense of $4$31 million.

We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively. In addition to the unrecognized tax benefits, as of December 31, 2017 and 2016, we had $59 million and $44 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits. Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits on the balance sheet may be reduced by up to approximately ~~$60~~$16 million in the next twelve months as a result of the resolution of local tax examinations. In addition to the unrecognized tax benefits, we had $24 million as of both December 31, 2021 and 2020 of accrued interest and penalties associated with unrecognized tax benefits.

The U.S. federal income tax audits for ~~2016 and 2015~~2017 through 2021 are in process. During ~~2017,~~2021, we completed ~~various~~ state and foreign tax audits and, with few exceptions, we are no longer subject to federal, state, ~~and local,~~ or ~~non-U.S.~~foreign income tax examinations by tax authorities for the years before ~~2010.~~2013. The impact to tax expense in ~~2017, 2016~~2021, 2020 and ~~2015~~2019 was not material.

We file income tax returns in the U.S. federal jurisdiction and various ~~states,~~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, ~~2018.~~2022. 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.

5. Debt

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


(in millions)	December 31,
	2021		2020
4.0% Senior Notes, due 2025 1	$	696	$	695
2.95% Senior Notes, due 2027 2	496		495
2.5% Senior Notes, due 2029 3	496		495
1.25% Senior Notes, due 2030 4	593		592
6.55% Senior Notes, due 2037 5	290		290
4.5% Senior Notes, due 2048 6	273		273
3.25% Senior Notes, due 2049 7	589		589
2.3% Senior Notes, due 2060 8	681		681



Long-term debt	$	4,114	$	4,110

(in millions) December 31,
2017 2016
2.5% Senior Notes, due 2018 ¹
$ 399
$ 398
3.3% Senior Notes, due 2020 ²
697
696
4.0% Senior Notes, due 2025 ³
692
691
4.4% Senior Notes, due 2026 ⁴
892
891
2.95% Senior Notes, due 2027 ⁵
493
492
6.55% Senior Notes, due 2037 ⁶
396
396
Total debt 3,569
3,564
Less: short-term debt including current maturities 399
—
Long-term debt $ 3,170
$ 3,564

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

2Interest payments are due semiannually on January 22 and July 22, and as of December 31, 2021, the unamortized debt discount and issuance costs total $4 million.

3Interest payments are due semiannually on June 1 and December 1, and as of December 31, 2021, the unamortized debt discount and issuance costs total $4 million.

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4Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2021, the unamortized debt discount and issuance costs total $7 million.


¹	~~Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2017, the unamortized debt discount and issuance costs total $1 million.~~


²	~~Interest payments are due semiannually on February 14 and August 14, and as of December 31, 2017, the unamortized debt discount and issuance costs total $3 million.~~


³	~~Interest payments are due semiannually on June 15 and December 15, and as of December 31, 2017, the unamortized debt discount and issuance costs total $8 million.~~


⁴	~~Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2017, the unamortized debt discount and issuance costs total $8 million.~~


⁵	~~Interest payments are due semiannually on January 22 and July 22, and as of December 31, 2017, the unamortized debt discount and issuance costs total $7 million~~.


⁶	~~Interest payments are due semiannually on May 15 and November 15, and as of December 31, 2017, the unamortized debt discount and issuance costs total $4 million~~.

5Interest payments are due semiannually on May 15 and November 15, and as of December 31, 2021, the unamortized debt discount and issuance costs total $3 million.

6Interest payments are due semiannually on May 15 and November 15, and as of December 31, 2021, the unamortized debt discount and issuance costs total $10 million.

7Interest payments are due semiannually on June 1 and December 1, and as of December 31, 2021, the unamortized debt discount and issuance costs total $11 million.

8Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2021, the unamortized debt discount and issuance costs total $19 million.

Annual debt maturities are scheduled as follows based on book values as of December 31, ~~2017: $399 million due in 2018,~~2021: no amounts due in ~~2019, $697~~2022, 2023, or 2024; $696 million due in ~~2020,~~2025; no amounts due in ~~2021,~~2026; and ~~$2.5~~$3.4 billion due thereafter.

On September 22, 2016, we issued $500 million of 2.95% senior notes due in 2027. The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. We used the net proceeds to fund the $400 million early repayment of our 5.9% senior notes due in 2017 on October 20, 2016, and intend to use the balance for general corporate purposes.

On August 18, 2015, we issued $2.0 billion of senior notes consisting of $400 million of 2.5% senior notes due in 2018, $700 million of 3.3% senior notes due in 2020 and $900 million of 4.4% senior notes due in 2026. The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. We used the net proceeds to finance the acquisition of SNL.

~~On May~~April 26, 2015, we issued $700 million of 4.0% senior notes due in 2025 and used a portion of the net proceeds for the repayment of short-term debt, including commercial paper. The 4.0% senior notes will mature on June 15, 2025 and are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC.

~~On June 30, 2017,~~2021, we entered into a revolving ~~$1.2~~$1.5 billion five-year credit agreement (our "credit facility") that will terminate on ~~June 30, 2022.~~April 26, 2026. This credit facility replaced our revolving $1.2 billion five-year credit facility (our "previous credit facility") that was scheduled to terminate on June 30, ~~2020.~~2022. The previous credit facility was canceled immediately after the new credit facility became effective. There were no outstanding borrowings under the previous credit facility when it was replaced.

On August 13, 2020, we issued $600 million of 1.25% senior notes due in 2030 and $700 million of 2.3% senior notes due in 2060. The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. In the third quarter of 2020, we used the net proceeds to fund the redemption and extinguishment of the $900 million outstanding principal amount of our 4.4% senior notes due in 2026 and a portion of the outstanding principal amount of our 6.55% senior notes due in 2037 and our 4.5% senior notes due in 2048.

On November 26, 2019, we issued $500 million of 2.5% senior notes due in 2029 and $600 million of 3.25% senior notes due in 2049. The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. In the fourth quarter of 2019, we used the net proceeds to fund the redemption of the $700 million outstanding principal amount of our 3.3% senior notes due in August of 2020 and a portion of the $400 million outstanding principal amount of our 6.55% senior notes due in October of 2037.


6.	~~Derivative Instruments~~

Table of Contents

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, ~~2017~~2021 and December 31, ~~2016,~~2020, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates and cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates. ~~Foreign currency forward~~During the twelve months ended December 31, 2021, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing. 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.

~~Table of Contents~~

Undesignated Derivative Instruments

During the ~~three~~twelve months ended December 31, ~~2017,~~2021, 2020 and 2019 we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet. These forward contracts do not qualify for hedge accounting. As of December 31, ~~2017,~~2021 and 2020, the aggregate notional value of these outstanding forward contracts was ~~$130 million.~~$376 million and $460 million, respectively. The changes in fair value of these forward contracts are recorded in prepaid and other assets or other current liabilities in the consolidated balance sheet with their corresponding change in fair value recognized ~~into~~in selling and general expenses in the consolidated statement of income. The ~~net gain~~amount recorded in prepaid and other current assets as of December 31, 2021 and 2020 was $5 million and $2 million, respectively. The amount recorded in other current liabilities was less than $1 million as of December 31, 2021 and $2 million as of December 31, 2020. The amount recorded in selling and general expense for the ~~year~~twelve months ended December 31, ~~2017~~2021 and 2020 related to these contracts was ~~$3 million.~~a net loss $9 million and a net gain of $9 million, respectively.

Net Investment Hedges

During the twelve months ended December 31, 2021 and 2020, we entered into cross currency swaps to hedge a portion of our net investment in one of our European subsidiaries against volatility in the Euro/U.S. dollar exchange rate. These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2024, 2029, 2030. The notional value of our outstanding cross currency swaps designated as a net investment hedge was $1 billion as of December 31, 2021 and 2020, respectively. The changes in the fair value of swaps are recognized in foreign currency translation adjustments, a component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated. We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates. Accordingly, amounts related to the cross currency swaps recognized directly in net income represent net periodic interest settlements and accruals, which are recognized in interest expense, net. We recognized net interest income of $20 million and $10 million during the twelve months ended December 31, 2021 and 2020, respectively.

Cash Flow Hedges

Foreign Exchange Forward Contracts

During the ~~three~~twelve months ended ~~March 31, 2017 and~~ December 31, ~~2017,~~2021, 2020 and 2019, we entered into a series of foreign exchange forward contracts to hedge a portion of ~~our~~the Indian rupee, British pound, and Euro exposures through the fourth quarter of ~~2017~~2023, 2022 and ~~2018,~~2020 respectively. These contracts are intended to offset the impact of ~~the~~ movement of exchange rates on future revenue and operating costs and are scheduled to mature within ~~twelve~~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.

During the three months ended March 31, 2016, we entered into a series of foreign exchange forward contracts to hedge a portion of our Indian Rupee exposure through the fourth quarter of 2016. These contracts were intended to offset the impact of the movement of exchange rates on future operating costs and matured at the end of each quarter during 2016. The changes in the fair value of these contracts were initially reported in accumulated other comprehensive loss in our consolidated balance sheet and subsequently reclassified into selling and general expenses in the same period that the hedge contract matures.

As of December 31, ~~2017,~~2021, we estimate that $2$6 million of ~~the net gains~~pre-tax gain related to ~~derivatives~~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. ~~There was no material hedge ineffectiveness for the year ended December 31, 2017.~~

As of December 31, ~~2017~~2021 and December 31, ~~2016,~~2020, the aggregate notional value of our outstanding foreign ~~currency~~exchange forward contracts designated as cash flow hedges was ~~$307~~$498 million and ~~$65~~$489 million, respectively.

Table of Contents

Interest Rate Swaps

During the twelve months ended December 31, 2021, we entered into a series of interest rate swaps. These contracts are intended to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing and are scheduled to mature beginning in the first quarter of 2027. These interest rate swaps are designated as cash flow hedges. The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and will be subsequently reclassified into interest expense, net in the same period that the hedged transaction affects earnings.

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

The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of December 31, ~~2017~~2021 and December 31, ~~2016:~~2020:


(in millions)		December 31,		December 31,
Balance Sheet Location		2021		2020
Derivatives designated as cash flow hedges:
Prepaid and other current assets	Foreign exchange forward contracts	$	7	$	23
Other current liabilities	Foreign exchange forward contracts	$	—	$	2
Other non-current liabilities	Interest rate swap contracts	$	270	$	—
Derivative designated as net investment hedges:

Other non-current liabilities	Cross currency swaps	$	17	$	107

(in millions) December 31, December 31,
Balance Sheet Location 2017 2016
Derivatives designated as cash flow hedges:
Prepaid and other current assets Foreign exchange forward contracts $ 3
$ 3

The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedges for the years ended December 31:


(in millions)	Gain (Loss) Recognized in Accumulated Other Comprehensive Loss (effective portion)						Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)	Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)						(in millions)	Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion)						Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)	Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
															2021		2020		2019			2021		2020		2019
Cash flow hedges - designated as hedging instruments	2017		2016		2015			2017		2016		2015		Cash flow hedges - designated as hedging instruments
Foreign exchange forward contracts	$	—	$	3	$	—	Selling and general expenses	$	9	$	4	$	—	Foreign exchange forward contracts	$	(11)	$	17	$	(2)	Revenue, Selling and general expenses	$	19	$	2	$	5
Interest rate swap contracts														Interest rate swap contracts	$	(270)	$	—	$	—	Interest expense, net	$	—	$	—	$	—
Net investment hedges- designated as hedging instruments														Net investment hedges- designated as hedging instruments
Cross currency swaps														Cross currency swaps	$	84	$	(97)	$	(10)	Interest expense, net	$	(5)	$	—	$	—

Table of Contents

The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the years ended December 31:


(in millions)	Year ended December 31,
	2021		2020		2019
Cash Flow Hedges
Foreign exchange forward contracts
Net unrealized gains on cash flow hedges, net of taxes, beginning of period	$	14	$	2	$	4
Change in fair value, net of tax	11		14		3
Reclassification into earnings, net of tax	(19)		(2)		(5)
Net unrealized gains on cash flow hedges, net of taxes, end of period	$	6	$	14	$	2

Interest rate swap contracts
Net unrealized losses on cash flow hedges, net of taxes, beginning of period	$	—	$	—	$	—
Change in fair value, net of tax	(203)		—		—
Reclassification into earnings, net of tax	—		—		—
Net unrealized losses on cash flow hedges, net of taxes, end of period	$	(203)	$	—	$	—

Net Investment Hedges
Net unrealized losses on net investment hedges, net of taxes, beginning of period	$	(81)	$	(8)	$	—
Change in fair value, net of tax	59		(73)		(8)
Reclassification into earnings, net of tax	5		—		—
Net unrealized losses on net investment hedges, net of taxes, end of period	$	(17)	$	(81)	$	(8)

(in millions) Year ended December 31,
2017 2016 2015
Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of year $ 2
$ (1 ) $ (1 )
Change in fair value, net of tax 9
7
—
Reclassification into earnings, net of tax (9 ) (4 ) —
Net unrealized gains (losses) on cash flow hedges, net of taxes, end of year $ 2
$ 2
$ (1 )

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) ~~plans~~plan under which we may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees' compensation to the employees' accounts.

We also provide certain medical, dental and life insurance benefits for active and retired employees and eligible dependents. The medical and dental plans and supplemental life insurance plan are contributory, while the basic life insurance plan is noncontributory. We currently do not prefund any of these plans.

We recognize the funded status of our retirement and postretirement plans in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. The amounts in accumulated other comprehensive loss represent net unrecognized actuarial losses and unrecognized prior service costs. These amounts will be subsequently recognized as net periodic pension cost pursuant to our accounting policy for amortizing such amounts.

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

Table of Contents

Benefit Obligation

A summary of the benefit obligation and the fair value of plan assets, as well as the funded status for the retirement and postretirement plans as of December 31, ~~2017~~2021 and ~~2016,~~2020, is as follows (benefits paid in the table below include only those amounts contributed directly to or paid directly from plan assets):


(in millions)	Retirement Plans				Postretirement Plans
	2021		2020		2021		2020
Net benefit obligation at beginning of year	$	2,220	$	1,945	$	36	$	38
Service cost	4		4		—		—
Interest cost	40		52		1		1
Plan participants’ contributions	—		—		2		2
Actuarial (gain) loss 1	(55)		269		(2)		1
Gross benefits paid	(77)		(76)		(5)		(6)
Foreign currency effect	(10)		26		—		—

Other adjustments 2	—		—		(4)		—
Net benefit obligation at end of year	2,122		2,220		28		36
Fair value of plan assets at beginning of year	2,243		1,960		9		13
Actual return on plan assets	58		327		—		—
Employer contributions	11		12		—		—
Plan participants’ contributions	—		—		2		2
Gross benefits paid	(77)		(76)		(5)		(6)
Foreign currency effect	(4)		20		—		—

Fair value of plan assets at end of year	2,231		2,243		6		9
Funded status	$	109	$	23	$	(22)	$	(27)
Amounts recognized in consolidated balance sheets:
Non-current assets	$	359	$	297	$	—	$	—
Current liabilities	(10)		(10)		—		—
Non-current liabilities	(240)		(264)		(22)		(27)
	$	109	$	23	$	(22)	$	(27)
Accumulated benefit obligation	$	2,110	$	2,204
Plans with accumulated benefit obligation in excess of the fair value of plan assets:
Projected benefit obligation	$	250	$	274
Accumulated benefit obligation	$	238	$	258
Fair value of plan assets	$	—	$	—
Amounts recognized in accumulated other comprehensive loss, net of tax:
Net actuarial loss (gain)	$	350	$	373	$	(36)	$	(37)
Prior service credit	2		2		(14)		(12)
Total recognized	$	352	$	375	$	(50)	$	(49)

(in millions) Retirement Plans Postretirement Plans
2017 2016 2017 2016
Net benefit obligation at beginning of year $ 2,260
$ 2,199
$ 57
$ 80
Service cost 3
3
—
—
Interest cost 74
78
2
2
Plan participants’ contributions —
—
3
4
Actuarial loss (gain) 107
196
(5 ) (6 )
Gross benefits paid (110 ) (121 ) (8 ) (10 )
Foreign currency effect 38
(75 ) —
—
Other adjustments ¹
(43 ) (20 ) —
(13 )
Net benefit obligation at end of year 2,329
2,260
49
57
Fair value of plan assets at beginning of year 2,073
2,023
—
—
Actual return on plan assets 263
259
—
—
Employer contributions 8
8
25
6
Plan participants’ contributions —
—
3
4
Gross benefits paid (110 ) (121 ) (8 ) (10 )
Foreign currency effect 31
(74 )

—
Other adjustments (46 ) (22 )

—
Fair value of plan assets at end of year 2,219
2,073
20
—
Funded status $ (110 ) $ (187 ) $ (29 ) $ (57 )
Amounts recognized in consolidated balance sheets:
Non-current assets $ 114
$ 46
$ —
$ —
Current liabilities (9 ) (8 ) —
(8 )
Non-current liabilities (215 ) (225 ) (29 ) (49 )

$ (110 ) $ (187 ) $ (29 ) $ (57 )
Accumulated benefit obligation $ 2,319
$ 2,251

Plans with accumulated benefit obligation in excess of the fair value of plan assets:
Projected benefit obligation $ 224
$ 674

Accumulated benefit obligation $ 214
$ 665

Fair value of plan assets $ —
$ 441

Amounts recognized in accumulated other comprehensive loss, net of tax:
Net actuarial loss (gain) $ 451
$ 483
$ (37 ) $ (35 )
Prior service credit 1
1
(12 ) (13 )
Total recognized $ 452
$ 484
$ (49 ) $ (48 )


¹	~~Relates to the impact of retiree annuity purchases.~~

1The actuarial ~~loss included~~gain in ~~accumulated other comprehensive loss for our retirement plans and expected~~2021 compared to ~~be recognized in net periodic pension cost during~~ the year ending December 31, 2018 is $19 million. There is no prior service credit included in accumulated other comprehensive loss for our retirement plans expected to be recognized in net periodic benefit cost during the year ending December 31, 2018.

~~There is an immaterial amount of~~ actuarial loss ~~and prior service credit included~~ in ~~accumulated other comprehensive loss for our postretirement plans expected~~2020 was primarily due to ~~be recognized~~an increase in ~~net periodic benefit cost during~~ the ~~year ending December 31, 2018.~~discount rate.

~~Table~~2Relates to the impact of ~~Contents~~

a plan amendment in 2021.

Net Periodic Benefit Cost

For purposes of determining annual pension cost, prior service costs are being amortized straight-line over the average expected remaining lifetime of plan participants expected to receive benefits.

Table of Contents

A summary of net periodic benefit cost for our retirement and postretirement plans for the years ended December 31, is as follows:


(in millions)	Retirement Plans									Postretirement Plans
	2021			2020			2019			2021		2020		2019
Service cost	$	4		$	4		$	3		$	—	$	—	$	—
Interest cost	40			52			64			1		1		1
Expected return on assets	(104)			(102)			(108)			—		—		—
Amortization of:
Actuarial loss (gain)	21			17			12			(2)		(2)		(2)
Prior service credit	—			—			—			(1)		(1)		(1)
Net periodic benefit cost	(39)			(29)			(29)			(2)		(2)		(2)
Settlement charge	3		1	3		1	113		2	—		—		—
Total net periodic benefit cost	$	(36)		$	(26)		$	84		$	(2)	$	(2)	$	(2)

1During the years ended December 31, 2021 and 2020, lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.K. pension plan, triggering the recognition of non-cash pre-tax settlement charges of $3 million.

(in millions) Retirement Plans Postretirement Plans
2017 2016 2015 2017 2016 2015
Service cost $ 3
$ 3
$ 6
$ —
$ —
$ —
Interest cost 74
78
96
2
2
3
Expected return on assets (126 ) (122 ) (127 ) —
—
—
Amortization of:
Actuarial loss (gain) 18
16
20
(2 ) (1 ) —
Prior service (credit) cost —
—
—
(2 ) —
(1 )
Other ¹
8
—
—
—
—
—
Net periodic benefit cost $ (23 ) $ (25 ) $ (5 ) $ (2 ) $ 1
$ 2
2Relates to the impact of a retiree annuity purchase in 2019. The Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries. The purchase of this group annuity contract was funded by pension plan assets. The non-cash pretax settlement charge reflects the accelerated recognition of a portion of unamortized actuarial losses in the plan.


¹	~~Represents a charge related to our U.K retirement plan.~~

Our U.K. retirement plan accounted for a benefit of $6$22 million in ~~2017, $10~~2021, $17 million in ~~2016,~~2020 and ~~$10~~$14 million in ~~2015~~2019 of the net periodic benefit cost attributable to the funded plans.

Other changes in plan assets and benefit obligations recognized in other comprehensive income, net of tax for the years ended December 31, are as follows:


(in millions)	Retirement Plans									Postretirement Plans
	2021			2020			2019			2021		2020		2019
Net actuarial loss (gain)	$	(6)		$	28		$	(10)		$	(1)	$	1	$	—
Recognized actuarial (gain) loss	(15)			(9)			(10)			1		2		1
Prior service cost	—			—			—			(1)		1		1
Settlement charge	(2)		1	(2)		1	(85)		2	—		—		—
Total recognized	$	(23)		$	17		$	(105)		$	(1)	$	4	$	2

(in millions) Retirement Plans Postretirement Plans
2017 2016 2015 2017 2016 2015
Net actuarial (gain) loss $ (20 ) $ 60
$ (6 ) $ (3 ) $ (12 ) $ (17 )
Recognized actuarial (gain) loss (12 ) (10 ) (13 ) 1
1
—
Prior service (credit) cost —
—
—
1
(8 ) 1
Other ¹

(7 )

Total recognized $ (39 ) $ 50
$ (19 ) $ (1 ) $ (19 ) $ (16 )
2Relates to the impact of a retiree annuity purchase in 2019. The Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries. The purchase of this group annuity contract was funded by pension plan assets. The non-cash after tax settlement charge reflects the accelerated recognition of a portion of unamortized actuarial losses in the plan.


¹	~~Represents a charge related to our U.K retirement plan.~~

The total cost for our retirement plans was ~~$70~~$93 million for ~~2017, $69 million for 2016 and~~2021, $91 million for ~~2015.~~2020 and $187 million for 2019. The total cost for our retirement plans in 2019 includes the $113 million settlement charge related to the retiree annuity purchase in 2019. Included in the total retirement plans cost are defined contribution plans cost of ~~$70~~$86 million for ~~2017, $65~~2021, $80 million for ~~2016~~2020 and ~~$67~~$73 million for ~~2015.~~2019.

Table of Contents

Assumptions


	Retirement Plans						Postretirement Plans
	2021		2020		2019		2021		2020		2019
Benefit obligation:
Discount rate 2	3.05	%	2.75	%	3.45	%	2.72	%	2.20	%	3.08	%
Net periodic cost:
Weighted-average healthcare cost rate 1							N/A		6.00	%	6.50	%
Discount rate - U.S. plan 2	2.75	%	3.45	%	4.40	%	2.20	%	3.08	%	4.15	%
Discount rate - U.K. plan 2	1.36	%	1.92	%	2.72	%
Return on assets 3	5.00	%	5.50	%	6.00	%

~~Assumptions~~

1The health care cost trend rate no longer applies since all subsidized benefits subject to trend were eliminated in 2021.

Retirement Plans Postretirement Plans
2017 2016 2015 2017 2016 2015
Benefit obligation:
Discount rate ²
3.68 % 4.14 % 4.47 % 3.40 % 3.69 % 3.90 %
Net periodic cost:
Weighted-average healthcare cost rate ¹
7.00 % 7.00 % 7.00 %
Discount rate - U.S. plan ²
4.13 % 4.47 % 4.15 % 3.69 % 3.94 % 3.60 %
Discount rate - U.K. plan ²
2.58 % 3.84 % 3.80 %
Return on assets ³
6.25 % 6.25 % 6.25 %


¹	~~The assumed weighted-average healthcare cost trend rate will decrease ratably from~~ 7% ~~in 2017 to~~ 5% in 2024 and remain at that level thereafter. Assumed healthcare cost trends have an effect on the amounts reported for the healthcare plans. A one percentage point change in assumed healthcare cost trend creates the following effects:

2Effective January 1, 2021, we changed our discount rate assumption on our U.S. retirement plans to 2.75% from 3.45% in 2020 and changed our discount rate assumption on our U.K. plan to 1.36% from 1.92% in 2020.



~~(in millions)~~	~~1% point~~ ~~increase~~		~~1% point~~ ~~decrease~~
~~Effect on postretirement obligation~~	$	—	$	—

3The 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, 2022, our return on assets assumption for the U.S. plan was reduced to 4.00% from 5.00% and the U.K. plan was reduced to 5.00% from 5.50%.

Effective January 1, 2017, we changed our discount rate assumption on our U.S. retirement plans to 4.13% from 4.47% in 2016 and changed our discount rate assumption on our U.K. plan to 2.58% from 3.84% in 2016 . At the end of 2015, we changed our approach used to measure service and interest costs on all of our retirement plans. For 2015 and prior periods presented, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation. For 2016 and 2017, we elected to measure service and interest costs by applying the specific spot rates along that yield curve to the plans' liability cash flows. We believe this new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans' liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our benefit obligation. We have accounted for this change as a change in accounting estimate that is inseparable from a change in accounting principle and, accordingly, have accounted for it on a prospective basis. Pension and postretirement medical costs decreased by approximately $10 million in 2017 and $14 million in 2016 as a result of this change.


³	The expected return on assets assumption is calculated based on the plan’s asset allocation strategy and projected market returns over the long-term. Effective January 1, 2018, our return on assets assumption for the U.S. plan and U.K. plan decreased to 6.00% from 6.25%.

Cash Flows

In December of 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was enacted. The Act established a prescription drug benefit under Medicare, known as “Medicare Part D”, and a federal subsidy to sponsors of retiree healthcare benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Our benefits provided to certain participants are at least actuarially equivalent to Medicare Part D, and, accordingly, we are entitled to a subsidy. Effective January 1, 2021, we elected to no longer file for Medicare Part D subsidy.

Expected employer contributions in ~~2018~~2022 are $9$11 million and $7$3 million for our retirement and postretirement plans, respectively.

In ~~2018,~~2022, we may elect to make ~~additional~~ non-required contributions depending on investment performance and the pension plan status. Information about the expected cash flows for our retirement and postretirement plans ~~and the impact of the Medicare subsidy~~ is as follows:



(in millions)	Retirement Plans 1		Postretirement Plans 2
2022	$	70	3
2023	73		3
2024	75		3
2025	79		3
2026	82		2
2027-2031	447		8

1Reflects 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.

2Reflects the total benefits expected to be paid from our assets.

(in millions)
Postretirement Plans ²

Retirement ¹
Plans

Gross
payments

Retiree
contributions

Medicare
subsidy ³

Net
payments
2018 $ 88
$ 9
$ (3 ) $ —
$ 6
2019 90
8
(3 ) —
5
2020 93
8
(2 ) —
6
2021 96
7
(2 ) —
5
2022 99
6
(2 ) —
4
2023-2027 527
24
(9 ) —
15


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.~~

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²	~~Reflects the total benefits expected to be paid from our assets.~~


³	~~Expected medicare subsidy amounts, for the years presented, are less than $1 million.~~

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, ~~2017~~2021 and ~~2016,~~2020, by asset class is as follows:

(in millions) December 31, 2017
Total Level 1 Level 2 Level 3
Cash and short-term investments $ 10
$ 10
$ —
$ —
Equities:
U.S. indexes ¹
50
50
—
—
U.S. growth and value 109
109
—
—
U.K. 5
5
—
—
International, excluding U.K. 45
45
—
—
Fixed income:
Long duration strategy ²
1,076
—
1,076
—
Intermediate duration securities 35
—
35
—
Agency mortgage backed securities 5
—
5
—
Asset backed securities 19
—
19
—
Non-agency mortgage backed securities ³
15
—
15
—
International, excluding U.K. 18
—
18
—
Real Estate
U.K. ⁴
39
—
—
39
Total $ 1,426
$ 219
$ 1,168
$ 39
Collective investment funds $ 793

Total $ 2,219


(in millions)	December 31, 2021
	Total		Level 1		Level 2		Level 3
Cash and short-term investments	$	6	$	6	$	—	$	—
Equities:
U.S. indexes 1	6		6		—		—



Fixed income:
Long duration strategy 2	1,376		—		1,376		—
Intermediate duration securities	59		—		59		—





Real Estate:
U.K. 3	44		—		—		44
Infrastructure:
U.K. 4	81		—		81		0
Total	$	1,572	$	12	$	1,516	$	44
Common collective trust funds measured at net asset value as a practical expedient:
Collective investment funds 5	$	659
Total	$	2,231

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(in millions)	December 31, 2020
	Total		Level 1		Level 2		Level 3
Cash and short-term investments	$	4	$	4	$	—	$	—
Equities:
U.S. indexes 1	9		9		—		—
U.S. growth and value	41		41		—		—


Fixed income:
Long duration strategy 2	1,339		—		1,339		—
Intermediate duration securities	57		—		57		—





Real Estate:
U.K. 3	38		—		—		38
Infrastructure:
U.K. 4	$	78	$	—	$	78	$	—
Total	$	1,566	$	54	$	1,474	$	38
Common collective trust funds measured at net asset value as a practical expedient:
Collective investment funds 5	$	677
Total	$	2,243

1Includes securities that are tracked in the S&P Smallcap 600 index.

(in millions) December 31, 2016
Total Level 1 Level 2 Level 3
Cash, short-term investments, and other $ 38
$ 38
$ —
$ —
Equities:
U.S. indexes ¹
69
69
—
—
U.S. growth and value 103
103
—
—
U.K. 3
3
—
—
International, excluding U.K. 38
38
—
—
Fixed income:
Long duration strategy ²
970
—
970
—
Intermediate duration securities 32
—
32
—
Agency mortgage backed securities 5
—
5
—
Asset backed securities 19
—
19
—
Non-agency mortgage backed securities ³
20
—
20
—
International 16
—
16
—
Real Estate
U.K. ⁴
11
—
—
11
Total $ 1,324
$ 251
$ 1,062
$ 11
Collective investment funds $ 749

Total $ 2,073

2Includes securities that are mainly investment grade obligations of issuers in the U.S.


¹ 3Includes a fund which holds real estate properties in the U.K. 4Includes funds that invest in global infrastructure for the UK Pension. 5Includes 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.	~~Includes securities that are tracked in the S&P Smallcap 600 index.~~


²	~~Includes securities that are mainly investment grade obligations of issuers in the U.S.~~


³	~~Includes U.S. mortgage-backed securities that are not backed by the U.S. government.~~


⁴	~~Includes a fund which holds real estate properties in the U.K.~~

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 (Level 3):~~inputs:


(in millions)	Level 3
Balance as of December 31, 2020	$	38

Distributions	(2)
Gain (loss)	8
Balance as of December 31, 2021	$	44

(in millions) Level 3
Balance as of December 31, 2016 $ 11
Purchases

28
Distributions (1 )
Gain (loss) 1
Balance as of December 31, 2017 $ 39

Pension Trusts’ Asset Allocations

There are ~~two~~2 pension trusts, ~~one~~1 in the U.S. and ~~one~~1 in the U.K.

•The U.S. pension trust had assets of ~~$1,739~~$1,600 million and ~~$1,632~~$1,630 million as of December 31, ~~2017~~2021 and ~~2016~~2020 respectively, and the target allocations in ~~2017~~2021 include ~~68%~~92% fixed income, ~~27%~~4% domestic equities, 2% international equities and ~~5% international equities.~~2% cash and cash equivalents.

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•The U.K. pension trust had assets of ~~$480~~$631 million and ~~$441~~$613 million as of December 31, ~~2017~~2021 and ~~2016,~~2020, respectively, and the target allocations in ~~2017~~2021 include ~~40%~~55% fixed income, ~~30%~~15% diversified growth funds, ~~20%~~15% infrastructure, 8% equities and ~~10%~~7% real estate.

~~Table of Contents~~

The pension assets are invested with the goal of producing a combination of capital growth, income and a liability hedge. The mix of assets is established after consideration of the long-term performance and risk characteristics of asset classes. Investments are selected based on their potential to enhance returns, preserve capital and reduce overall volatility. Holdings are diversified within each asset class. The portfolios employ a mix of index and actively managed equity strategies by market capitalization, style, geographic regions and economic sectors. The fixed income strategies include U.S. long duration securities, opportunistic fixed income securities and U.K. debt instruments. The short-term portfolio, whose primary goal is capital preservation for liquidity purposes, is composed of government and government-agency securities, uninvested cash, receivables and payables. The portfolios do not employ any financial leverage.

U.S. Defined Contribution ~~Plans~~Plan

Assets of the defined contribution ~~plans~~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 ~~plans~~plan purchased ~~228,248~~107,651 shares and sold ~~297,750~~160,415 shares of S&P Global Inc. common stock in ~~2017~~2021 and purchased ~~216,035~~296,921 shares and sold ~~437,283~~331,088 shares of S&P Global Inc. common stock in ~~2016.~~2020. The ~~plans~~plan held approximately ~~1.5~~1.2 million and 1.3 million shares of S&P Global Inc. common stock as of December 31, ~~2017~~2021 and ~~1.6 million shares as of December 31, 2016,~~2020, respectively, with market values of ~~$255~~$567 million and ~~$171~~$414 million, respectively. The ~~plans~~plan received dividends on S&P Global Inc. common stock of $3$3.8 million and $2$3 million during the years ended December 31, ~~2017~~2021 and December 31, ~~2016~~2020, respectively.

8. Stock-Based Compensation

We issue stock-based incentive awards to our eligible employees ~~and Directors~~ under the ~~2002~~2019 Employee Stock Incentive Plan and to our eligible non-employee 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 ~~2002~~2019 Plan permits the granting of incentive stock options, nonqualified stock options, stock appreciation rights, performance stock, restricted stock and other stock-based awards.

•Director Deferred Stock Ownership Plan – Under this plan, common stock reserved may be credited to deferred stock accounts for eligible Directors. In general, the plan requires that 50% of eligible Directors’ annual compensation plus dividend equivalents be credited to deferred stock accounts. Each Director may also elect to defer all or a portion of the remaining compensation and have an equivalent number of shares credited to the deferred stock account. Recipients under this plan are not required to provide consideration to us other than rendering service. Shares will be delivered as of the date a recipient ceases to be a member of the Board of Directors or within five years thereafter, if so elected. The plan will remain in effect until terminated by the Board of Directors or until no shares of stock remain available under the plan.

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


(in millions)	December 31,
	2021	2020
Shares available for granting 1	19.5	19.7
Options outstanding	0.3	0.5
Total shares reserved for issuance 2	19.8	20.2

(in millions) December 31,
2017 2016
Shares available for granting under the 2002 Plan 33.8 33.5
Options outstanding 2.1 3.8
Total shares reserved for issuance ¹
35.9 37.3


¹	~~Shares reserved for issuance under the Director Deferred Stock Ownership Plan are not included in the total, but are less than~~ ~~0.1 million~~.

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

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

We issue treasury shares upon exercise of stock options and the issuance of restricted stock and unit awards. To offset the dilutive effect of the exercise of employee stock options, we periodically repurchase shares. See Note 9 – Equity for further discussion.

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Stock-based compensation expense and the corresponding tax benefit are as follows:


(in millions)	Year Ended December 31,
	2021		2020		2019
Stock option expense	$	—	$	—	$	1
Restricted stock and unit awards expense	122		90		77
Total stock-based compensation expense	$	122	$	90	$	78

Tax benefit	$	20	$	15	$	13

(in millions) Year Ended December 31,
2017 2016 2015
Stock option expense $ 3
$ 7
$ 14
Restricted stock and unit awards expense 96
69
64
Total stock-based compensation expense $ 99
$ 76
$ 78

Tax benefit $ 38
$ 29
$ 29

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 ~~three~~four year service period ~~in equal annual installments~~ and have a maximum term of 10 years. Stock option compensation costs are recognized from the date of grant, utilizing a ~~three-year~~four-year graded vesting method. Under this method, ~~one-third~~more than half of the costs are ~~ratably~~ recognized over the first twelve months, ~~one-third~~approximately one-quarter of the costs are ~~ratably~~ recognized over a twenty-four month period starting from the date of grant, ~~with~~approximately one-tenth of the ~~remaining~~ costs ~~ratably~~are recognized over a thirty-six month period starting from the date of ~~grant.~~

~~We use a lattice-based option-pricing model to estimate the fair value of options granted. The following assumptions were used in valuing the options granted:~~

Year Ended
December 31, 2015
Risk-free average interest rate 0.2 - 1.9%
Dividend yield 1.4%
Volatility 21 - 39%
Expected life (years) 6.3
Weighted-average grant-date fair value per option $ 27.57

Because lattice-based option-pricing models incorporate ranges of assumptions, those ranges are disclosed. These assumptions are based on multiple factors, including historical exercise patterns, post-vesting termination rates, expected future exercise patternsgrant, and the ~~expected volatility of our stock price. The risk-free interest rate is the imputed forward rate based on the U.S. Treasury yield at~~remaining costs recognized over a forty-eight month period starting from the date of grant. We use the historical volatility of our stock price over the expected term of the options to estimate the expected volatility. The expected term of options granted is derived from the output of the lattice model and represents the period of time that options granted are expected to be outstanding.

~~During 2015, we stopped granting stock options as part of our employees' total stock-based incentive awards.~~ There were no stock options granted in ~~2017~~2021, 2020, and ~~2016 and a minimal amount of stock options granted in 2015.~~2019.

Stock option activity is as follows:


(in millions, except per award amounts)	Shares	Weighted average exercise price		Weighted-average remaining years of contractual term	Aggregate intrinsic value
Options outstanding as of December 31, 2020	0.5	$	60.46

Exercised	(0.2)	$	283.56
Forfeited and expired 1	—	$	39.94
Options outstanding as of December 31, 2021	0.3	$	67.14	1.99	$	113
Options exercisable as of December 31, 2021	0.3	$	67.14	1.99	$	113

(in millions, except per award amounts) Shares
Weighted average exercise price
Weighted-average remaining years of contractual term
Aggregate intrinsic value
Options outstanding as of December 31, 2016 3.8
$ 43.36

Exercised (1.7 ) $ 113.04

Forfeited and expired ¹
—
$ 72.35

Options outstanding as of December 31, 2017 2.1
$ 44.09
3.5 $ 270
Options exercisable as of December 31, 2017 2.1
$ 44.08
3.5 $ 270

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

~~Table of Contents~~

(in millions, except per award amounts) Shares
Weighted-average grant-date fair value
Nonvested options outstanding as of December 31, 2016 0.2
$ 23.42
Vested (0.2 ) $ 23.40
Forfeited ¹
—
$ 24.22
Nonvested options outstanding as of December 31, 2017 —
$ 27.52
Total unrecognized compensation expense related to nonvested options ²
$ —

Weighted-average years to be recognized over 0.1


(in millions, except per award amounts)	Shares	Weighted-average grant-date fair value
Nonvested options outstanding as of December 31, 2020	—	$	111.96

^{Vested 1}	~~There are less than 0.1 million shares forfeited.~~—	$	111.96


^{Nonvested options outstanding as of December 31, 2021 2}	~~There is less than $1 million of~~—		$	—
Total unrecognized compensation expense related to nonvested ~~options.~~options	$	—
Weighted-average years to be recognized over	0.0

1There are less than 0.1 million shares vested.

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

The total fair value of our stock options that vested during the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015~~2019 was $4less than $1 million, $7$2 million and ~~$11~~$3 million, respectively.

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Information regarding our stock option exercises is as follows:


(in millions)	Year Ended December 31,
	2021		2020		2019
Net cash proceeds from the exercise of stock options	$	13	$	16	$	40
Total intrinsic value of stock option exercises	$	41	$	60	$	110
Income tax benefit realized from stock option exercises	$	11	$	13	$	33

(in millions) Year Ended December 31,
2017 2016 2015
Net cash proceeds from the exercise of stock options $ 75
$ 88
$ 86
Total intrinsic value of stock option exercises $ 118
$ 95
$ 94
Income tax benefit realized from stock option exercises $ 64
$ 41
$ 49

Restricted Stock and Unit Awards

Restricted stock and unit awards (performance and non-performance) have been granted under the 2002 Plan and 2019 Plan. Performance unit awards will vest only if we achieve certain financial goals over the performance period. Restricted stock non-performance awards have various vesting periods (generally three years), with vesting beginning on the first anniversary of the awards. Recipients of restricted stock and unit awards are not required to provide consideration to us other than rendering service.

The stock-based compensation expense for restricted stock and unit awards is determined based on the market price of our stock at the grant date of the award applied to the total number of awards that are anticipated to fully vest. For performance unit awards, adjustments are made to expense dependent upon financial goals achieved.

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


(in millions, except per award amounts)	Shares		Weighted-average grant-date fair value
Nonvested shares as of December 31, 2020	0.6		$	227.67
Granted	0.4		$	296.49
Vested	(0.5)		$	219.85
Forfeited	—		$	263.18
Nonvested shares as of December 31, 2021	0.5		$	299.28
Total unrecognized compensation expense related to nonvested awards	$	101
Weighted-average years to be recognized over	1.7

(in millions, except per award amounts) Shares Weighted-average grant-date fair value
Nonvested shares as of December 31, 2016 1.0
$ 106.31
Granted 0.8
$ 147.12
Vested (1.0 ) $ 156.16
Forfeited ¹
—
$ 107.96
Nonvested shares as of December 31, 2017 0.8
$ 124.91
Total unrecognized compensation expense related to nonvested awards $ 66

Weighted-average years to be recognized over 1.6


¹	~~There are less than 0.1 million shares forfeited.~~

~~Table of Contents~~


	Year Ended December 31,
	2021		2020		2019
Weighted-average grant-date fair value per award	$	296.49	$	232.92	$	187.40
Total fair value of restricted stock and unit awards vested	$	243	$	134	$	153
Tax benefit relating to restricted stock activity	$	48	$	26	$	29

Year Ended December 31,
2017 2016 2015
Weighted-average grant-date fair value per award $ 147.12
$ 93.01
$ 77.06
Total fair value of restricted stock and unit awards vested $ 147
$ 99
$ 155
Tax benefit relating to restricted stock activity $ 36
$ 26
$ 24

9. Equity

Capital Stock

~~Two~~NaN million shares of preferred stock, par value $1 per share, are authorized; none have been issued.

On ~~February 2, 2018,~~January 26, 2022, the Board of Directors approved ~~an increase in the dividends for 2018 to~~ a quarterly ~~rate~~common stock dividend of ~~$0.50~~$0.77 per ~~common~~ share. Following the expected closing of the merger with IHS Markit, the Board of Directors will revisit the dividend policy of the combined Company.


	Year Ended December 31,
	2021		2020		2019
Quarterly dividend rate	$	0.77	$	0.67	$	0.57
Annualized dividend rate	$	3.08	$	2.68	$	2.28
Dividends paid (in millions)	$	743	$	645	$	560

Year Ended December 31,
2017 2016 2015
Quarterly dividend rate $ 0.41
$ 0.36
$ 0.33
Annualized dividend rate $ 1.64
$ 1.44
$ 1.32
Dividends paid (in millions) $ 421
$ 380
$ 363

Stock Repurchases

Table of Contents

On January 29, 2020, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the "2020 Repurchase Program"), which was approximately 12% of the total shares of our outstanding common stock at that time. On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of 50 million shares (the "2013 Repurchase Program"), which was approximately 18% of the total shares of our outstanding common stock at that time.

~~Share repurchases were as follows:~~

(in millions, except average price) Year Ended December 31,
2017 2016 2015
Total number of shares purchased ¹
6.8
9.7
10.1
Average price paid per share ²
$ 147.74
$ 113.36
$ 99.00
Total cash utilized ²
$ 1,001
$ 1,097
$ 1,000


¹	~~2017 and 2016 includes shares received as part of our accelerated share repurchase agreements as described in more detail below.~~

In December of 2015, 0.3 million shares were repurchased for approximately $26 million, which settled in January of 2016. Excluding these 0.3 million shares, the average price paid per share was $98.98. Cash used for financing activities only reflects those shares which settled during the year ended December 31, 2017, 2016 and 2015 resulting in $1,001 million, ~~$1,123 million and $974 million of cash used to repurchase shares, respectively.~~

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, ~~2017,~~ 192021, 30 million shares remained available under ~~our current share~~the 2020 Repurchase Program and 0.8 million shares remained available under the 2013 repurchase program. Our ~~current share repurchase program has~~2020 Repurchase Program and 2013 Repurchase Program have no expiration date and purchases under ~~this program~~these programs may be made from time to time on the open market and in private transactions, depending on market conditions.

~~Accelerated Share Repurchase Agreements~~

We have entered into an accelerated share repurchase ~~("ASR"~~(“ASR”) ~~agreement~~agreements with a financial ~~institution on August 1, 2017~~institutions to initiate share repurchases ~~aggregating $500 million.~~of our common stock. Under an ASR agreement, we pay a specified amount to the financial institution and receive an initial delivery of shares. This initial delivery of shares represents the minimum number of shares that we may receive under the agreement. Upon settlement of the ASR agreement, the financial institution delivers additional shares. The total number of shares ultimately delivered, and therefore the average price paid per share, is determined at the end of the applicable purchase period of each ASR agreement based on the volume weighted-average share price, less a discount. We account for our ASR agreements as 2 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 ASR agreements were executed under our 2013 Repurchase Program, approved on December 4, 2013.

The terms of each ASR agreement entered into for the years ended December 31, 2021, 2020 and 2019, 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


February 11, 2020 1	July 27, 2020	1.3	0.4	1.7	$	292.13	$	500
February 11, 2020 2	July 27, 2020	1.4	0.3	1.7	$	292.13	$	500
August 5, 2019 3	October 1, 2019	1.7	0.3	2.0	$	253.36	$	500
February 11, 2019 4	July 31, 2019	2.2	0.1	2.3	$	214.65	$	500

1 The ASR agreement was structured as ~~an uncapped~~a capped ASR agreement in which we paid $500 million and received an initial delivery of approximately 2.8 million shares, representing 85% of the $500 million at a price equal to the then market price of the Company. We completed the ASR agreement on October 31, 2017 and received an additional 0.5 million shares. We repurchased a total of 3.2 million shares under the ASR agreement for an average purchase price of $154.46 per share. The total number of shares repurchased under the ASR agreement is equal to $500 million divided by the volume weighted-average share price, less a discount. The repurchased shares are held in Treasury. The ASR agreement was executed under the current share repurchase program, approved on December 4, 2013.

~~Table of Contents~~

Using a portion of the proceeds received from the sale of J.D. Power, we entered into an ASR agreement with a financial institution on September 7, 2016 to initiate share repurchases aggregating $750 million. The ASR agreement was structured as a capped ASR agreement in which we paid $750 million and received an initial delivery of approximately 4.41.3 million shares and an additional amount of ~~0.9~~0.2 million ~~shares during the month of September 2016,~~in February 2020, representing ~~the~~a minimum number of shares of our common stock to be repurchased based on a calculation using a specified capped price per share. We completed the ASR agreement on ~~December 7, 2016~~July 27, 2020 and received an additional ~~0.9~~0.2 million shares.

2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and received an initial delivery of 1.4 million shares, ~~which settled on December 12, 2016.~~representing 85% of the $500 at a price equal to the then market price of the Company. We ~~repurchased a total of 6.1 million shares under~~completed the ASR agreement ~~for~~on July 27, 2020 and received an ~~average purchase price~~additional 0.3 million shares.

3 The ASR agreement was structured as a capped ASR agreement in which we paid $500 million and received an initial delivery of ~~$122.18 per share. The total~~1.7 million shares, and an additional amount of 0.2 million in August 2019, representing a minimum number of shares ~~repurchased under the ASR agreement was based on the volume weighted-average share price, minus a discount,~~ of our common stock ~~over the term of~~to be repurchased based on a calculation using a specified capped price per share. We completed the ASR ~~agreement. The repurchased shares are held in Treasury.~~agreement on October 1, 2019 and received an additional 0.1 million shares.

4 The ASR agreement was ~~executed under~~structured as an uncapped ASR agreement in which we paid $500 million and received an initial delivery of 2.2 million shares, representing 85% of the ~~current share repurchase program, approved on December 4, 2013.~~

~~The ASR agreements were accounted for as two transactions:~~$500 at a ~~stock purchase transaction and a forward stock purchase contract. The shares delivered under~~price equal to the then market price of the Company. We completed the ASR agreement ~~resulted in a reduction~~on July 31, 2019 and received an additional 0.1 million shares.

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


(in millions, except average price)
Year Ended	Total number of shares purchased	Average price paid per share		Total cash utilized

December 31, 2020	0.5	$	295.40	$	161
December 31, 2019	1.2	$	208.83	$	240

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During the year ended December 31, 2021, we did not use cash to purchase any shares. During the year ended December 31, 2020, we purchased a total of 4.0 million shares for $1,161 million of cash. During the fourth quarter of 2019, we repurchased shares for $3 million, which settled in the first quarter of 2020, resulting in $1,164 million of cash used to ~~determine~~repurchase shares. During the year ended December 31, 2019, we received 5.9 million shares, including 0.4 million shares received in January of 2019 related to our ~~weighted average common shares outstanding for purposes~~October 29, 2018 ASR agreement, resulting in $1,240 million of ~~calculating basic and diluted earnings per share. The forward stock purchase contract was classified as an equity instrument.~~cash used to repurchase shares.

Redeemable Noncontrolling Interests

The agreement with the minority partners that own 27% of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, ~~after December 31, 2017,~~ CME Group and CME Group Index Services LLC ("CGIS") ~~will have~~has the right at any time to sell, and we are obligated to buy, at least 20% of their share in S&P Dow Jones Indices LLC. In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group's and CGIS' minority interest.

If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption. This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interest” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, ~~considering a combination of an~~using both income and market valuation ~~approach.~~approaches. Our income and market valuation approaches may incorporate Level 3 fair value measures for instances when observable inputs are not ~~available, including~~available. The more significant judgmental assumptions ~~related~~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 ~~long-term~~(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 ~~timing and nature~~relative weighting of ~~tax attributes,~~market observable information and the ~~redemption features.~~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, ~~2017~~2021 were as follows:


(in millions)
Balance as of December 31, 2020	$	2,781
Net income attributable to redeemable noncontrolling interest	215

Distributions to noncontrolling interest	(198)
Redemption value adjustment	631
Balance as of December 31, 2021	$	3,429

100

(in millions)
Balance as of December 31, 2016 $ 1,080
Net income attributable to noncontrolling interest 127
Distributions to noncontrolling interest (117 )
Redemption value adjustment 260
Balance as of December 31, 2017 $ 1,350

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Accumulated Other Comprehensive Loss

The following table summarizes the changes in the components of accumulated other comprehensive loss for the year ended December 31, ~~2017:~~2021:


(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, 2020	$	(323)	$	(328)	$	14	$	(637)
Other comprehensive (loss) income before reclassifications	(18)		8		(195)		(205)
Reclassifications from accumulated other comprehensive income (loss) to net earnings	5		15		(19)		1
Net other comprehensive gain (loss) income	(13)		23		(214)		(204)

Balance as of December 31, 2021	$	(336)	$	(305)	$	(200)	$	(841)

(in millions) Foreign Currency Translation Adjustment
Pension and Postretirement Benefit Plans ¹

Unrealized Gain (Loss) on Forward Exchange Contracts ²
Unrealized Loss on Investment Accumulated Other Comprehensive Loss
Balance as of December 31, 2016 $ (332 ) $ (443 ) $ 2
—
$ (773 )
Other comprehensive income before reclassifications 93
30
9
(10 ) 122
Reclassifications from accumulated other comprehensive loss to net earnings —
11
(9 ) —
2
Net other comprehensive income 93
41
—
(10 ) 124
Balance as of December 31, 2017 $ (239 ) $ (402 ) $ 2
$ (10 ) $ (649 )


¹	~~See Note 7~~ —~~Employee Benefits~~ ~~for additional details of items reclassed from accumulated other comprehensive loss to net earnings.~~


²	~~See Note 6~~ —~~Derivative Instruments~~ ~~for additional details of items reclassed from accumulated other comprehensive loss to net earnings.~~

1Includes 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.

~~The~~2Reflects amortization of net actuarial ~~loss~~losses and ~~prior service cost related to pension and other postretirement benefit plans included in other comprehensive income~~ is net of a tax ~~provision~~benefit of $5$3 million for the year ended December 31, ~~2017.~~2021. See Note 7 —Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.

3See Note 6 – Derivative Instruments for additional details of items reclassified from accumulated other comprehensive loss to net earnings.

10. Earnings per Share

Basic earnings per common share ("EPS") is computed by dividing net income attributable to the common shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in the same manner as basic EPS, except the number of shares is increased to include additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. Potential common shares consist primarily of stock options and restricted performance shares calculated using the treasury stock method.

The calculation for basic and diluted EPS is as follows:


(in millions, except per share data)	Year Ended December 31,
	2021		2020		2019
Amount attributable to S&P Global Inc. common shareholders:


Net income	$	3,024	$	2,339	$	2,123

Basic weighted-average number of common shares outstanding	240.8		241.0		245.4
Effect of stock options and other dilutive securities	1.0		1.1		1.5
Diluted weighted-average number of common shares outstanding	241.8		242.1		246.9

Earnings per share attributable to S&P Global Inc. common shareholders:






Net income:
Basic	$	12.56	$	9.71	$	8.65
Diluted	$	12.51	$	9.66	$	8.60

(in millions, except per share data) Year Ended December 31,
2017 2016 2015
Amount attributable to S&P Global Inc. common shareholders:
Net income $ 1,496
$ 2,106
$ 1,156

Basic weighted-average number of common shares outstanding 256.3
262.8
271.6
Effect of stock options and other dilutive securities 2.6
2.4
3.0
Diluted weighted-average number of common shares outstanding 258.9
265.2
274.6

Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic $ 5.84
$ 8.02
$ 4.26
Diluted $ 5.78
$ 7.94
$ 4.21

~~Each period we~~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, ~~2017, 2016~~2021, 2020 and ~~2015,~~2019, there were no stock options excluded. Restricted

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performance shares outstanding of ~~0.6 million, 0.7 million and 0.9~~0.5 million as of December 31, ~~2017, 2016~~2021 and ~~2015,~~0.4 million as of December 31, 2020 and 2019, respectively, were excluded.

11. Restructuring

~~During 2017 and 2016, we continued to~~We continuously evaluate our cost structure ~~and further identified~~to identify cost savings associated with streamlining our management ~~structure~~structure. Our 2021 and ~~our decision to exit non-strategic businesses. Our 2017 and 2016~~2020 restructuring plans consisted of a company-wide workforce ~~reduction~~reductions of approximately ~~520~~30 and ~~230~~830 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 of efficiencies in carrying out the plans or~~ 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. There ~~was~~were approximately $8 million of reserves from the 2020 restructuring plan that we have reversed in 2021, which offset the initial charge of $65 million recorded for the 2020 restructuring plan. There were approximately $7 million of reserves from the ~~2016~~2019 restructuring plan that we ~~have~~ reversed in ~~2017,~~2020, which offset the initial charge of ~~$30~~$25 million recorded for the 2016 restructuring plan. Also, there was approximately $7 million of reserves from the 2015 restructuring plan that we have reversed in 2016, which offset the initial charge of $63 million recorded for the 20152019 restructuring plan.

The initial restructuring charge recorded and the ending reserve balance as of December 31, ~~2017~~2021 by segment is as follows:


	2021 Restructuring Plan				2020 Restructuring Plan
(in millions)	Initial Charge Recorded		Ending Reserve Balance		Initial Charge Recorded		Ending Reserve Balance
Ratings	$	3	$	3	$	4	$	1
Market Intelligence	3		3		27		4
Platts	—		—		10		4
Indices	—		—		5		—
Corporate	13		13		19		4
Total	$	19	$	19	$	65	$	13

2017 Restructuring Plan 2016 Restructuring Plan
(in millions) Initial Charge Recorded Ending Reserve Balance Initial Charge Recorded Ending Reserve Balance
Ratings $ 25
$ 24
$ 14
4
Market and Commodities Intelligence 9
5
10
3
Indices —
—
1
—
Corporate 10
10
5
1
Total $ 44
$ 39
$ 30
$ 8

For the year ended December 31, ~~2017,~~2021, we have made no reductions to the reserve for the 2021 restructuring plan. For the years ended December 31, 2021 and 2020, we have reduced the reserve for the ~~2017~~2020 restructuring plan by ~~$5 million and for the years ended December 31, 2017 and 2016, we have reduced the reserve for the 2016 restructuring plan by $15~~$45 million and $7 million, respectively. The reductions primarily related to cash payments for employee severance ~~costs.~~charges.

12. Segment and Geographic Information

As discussed in Note 1 – Accounting Policies, we have ~~three~~4 reportable segments: Ratings, Market ~~and Commodities~~ Intelligence, Platts and Indices.

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 ~~unallocated~~Corporate Unallocated expense, orother (income) expense, net, interest expense, net, or loss on extinguishment of debt as these are ~~costs~~amounts that do not affect the operating results of our reportable segments. We use the same accounting policies for our segments as those described in Note 1 – Accounting Policies.

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A summary of operating results for the years ended December 31 is as follows:


Revenue
(in millions)	2021		2020		2019
Ratings	$	4,097	$	3,606	$	3,106
Market Intelligence	2,247		2,106		1,959
Platts	950		878		844
Indices	1,149		989		918

Intersegment elimination 1	(146)		(137)		(128)


Total revenue	$	8,297	$	7,442	$	6,699

Operating Profit
(in millions)	2021		2020		2019
Ratings 2	$	2,629	$	2,223	$	1,783
Market Intelligence 3	703		589		566
Platts 4	517		458		457
Indices 5	798		666		632

Total reportable segments	4,647		3,936		3,438
Corporate Unallocated expense 6	(426)		(319)		(212)
Total operating profit	$	4,221	$	3,617	$	3,226

1Revenue 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.

2Operating profit for the year ended December 31, 2021 includes a gain on disposition of $6 million, recovery of lease-related costs of $4 million and employee severance charges of $3 million. Operating profit for the year ended December 31, 2020 includes a technology-related impairment charge of $11 million, lease-related costs of $5 million and employee severance charges of $4 million. Operating profit or the year ended December 31, 2019 includes employee severance charges of $11 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $10 million, $7 million and $2 million for the years ended December 31, 2021, 2020 and 2019, respectively.

3Operating profit for the year ended December 31, 2021 includes employee severance charges of $3 million, a gain on disposition of $3 million, acquisition-related costs of $2 million and lease-related costs of $1 million. Operating profit for the year ended December 31, 2020 includes employee severance charges of $27 million, a gain on dispositions of $12 million and lease-related costs of $3 million. As of July 1, 2019, we completed the sale of SPIAS and the results are included in Market Intelligence results through that date. Operating profit for the year ended December 31, 2019 includes a gain on the sale of SPIAS of $22 million, employee severance charges of $6 million and acquisition-related costs of $4 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $65 million, $76 million, and $75 million for the years ended December 31, 2021, 2020, and 2019, respectively.

4Operating profit for the year ended December 31, 2021 includes recovery of lease-related costs of $2 million. Operating profit for the year ended December 31, 2020 includes severance charges of $11 million and lease-related costs of $2 million. As of July 31, 2019, we completed the sale of RigData and the results are included in Platts results through that date. Operating profit for the year ended December 31, 2019 includes a gain on the sale of RigData of $27 million and employee severance charges of $1 million. Additionally, Operating profit includes amortization of intangibles from acquisitions of $8 million, $9 million, and $12 million for the years ended December 31, 2021, 2020, and 2019, respectively.

5Operating profit for the year ended December 31, 2021 includes recovery of lease-related costs of $1 million. Operating profit for the year ended December 31, 2020 includes employee severance charges of $5 million, a lease impairment charge of $4 million, a technology-related impairment charge of $2 million and lease-related costs of $1 million. Operating profit includes amortization of intangibles from acquisitions of $6 million for the years ended December 31, 2021, 2020, and 2019.

6Corporate Unallocated expense for the year ended December 31, 2021 includes IHS Markit merger costs of $249 million, employee severance charges of $13 million, lease-related costs of $4 million, a lease impairment of $3 million, Kensho retention related expenses of $2 million, acquisition-related costs of $2 million and a gain on disposition of $2 million. Corporate Unallocated expense for the year ended December 31, 2020 includes lease impairments of $116 million, IHS Markit merger costs of $24 million, employee severance charges of $19 million, Kensho retention related expense of $12 million and a gain related to an acquisition of $1 million. Corporate Unallocated expense for the year ended December 31, 2019 includes Kensho retention related expenses of $21 million, lease impairments of $11 million and employee severance charges of $7 million. Additionally, Corporate Unallocated expense includes

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

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


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

	2021
Subscription	$	—	$	2,191	$	871	$	191	$	—	$	3,253
Non-subscription / Transaction	2,253		56		13		—		—		2,322
Non-transaction	1,844		—		—		—		(146)		1,698
Asset-linked fees	—		—		—		800		—		800
Sales usage-based royalties	—		—		66		158		—		224

Total revenue	$	4,097	$	2,247	$	950	$	1,149	$	(146)	$	8,297

Timing of revenue recognition
Services transferred at a point in time	$	2,253	$	56	$	13	$	—	$	—	$	2,322
Services transferred over time	1,844		2,191		937		1,149		(146)		5,975
Total revenue	$	4,097	$	2,247	$	950	$	1,149	$	(146)	$	8,297


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

	20202
Subscription	$	—	$	2,050	$	809	$	177	$	—	$	3,036
Non-subscription / Transaction	1,969		55		7		—		—		2,031
Non-transaction	1,637		—		—		—		(137)		1,500
Asset-linked fees	—		1		—		647		—		648
Sales usage-based royalties	—		—		62		165		—		227

Total revenue	$	3,606	$	2,106	$	878	$	989	$	(137)	$	7,442

Timing of revenue recognition
Services transferred at a point in time	$	1,969	$	55	$	7	$	—	$	—	$	2,031
Services transferred over time	1,637		2,051		871		989		(137)		5,411
Total revenue	$	3,606	$	2,106	$	878	$	989	$	(137)	$	7,442

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

	20192
Subscription	$	—	$	1,904	$	774	$	165	$	—	$	2,843
Non-subscription / Transaction	1,570		45		10		—		—		1,625
Non-transaction	1,536		—		—		—		(128)		1,408
Asset-linked fees	—		10		—		613		—		623
Sales usage-based royalties	—		—		60		140		—		200

Total revenue	$	3,106	$	1,959	$	844	$	918	$	(128)	$	6,699

Timing of revenue recognition
Services transferred at a point in time	$	1,570	$	45	$	10	$	—	$	—	$	1,625
Services transferred over time	1,536		1,914		834		918		(128)		5,074
Total revenue	$	3,106	$	1,959	$	844	$	918	$	(128)	$	6,699

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

2 In the first quarter of 2021, we reevaluated our transaction and non-transaction presentation for Ratings which resulted in a reclassification from transaction revenue to non-transaction revenue of $8 million and $7 million for the years ended December 31, 2020 and 2019, respectively.

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


(in millions)	Depreciation & Amortization						Capital Expenditures
	2021		2020		2019		2021		2020		2019
Ratings	$	46	$	40	$	34	$	18	$	33	$	41
Market Intelligence	91		101		99		12		28		44
Platts	12		17		21		2		7		13
Indices	10		9		8		2		4		5
Total reportable segments	159		167		162		34		72		103
Corporate	19		39		42		1		4		12
Total	$	178	$	206	$	204	$	35	$	76	$	115

(in millions) Revenue Operating Profit
2017 2016 2015 2017 2016 2015
Ratings¹
$ 2,988
$ 2,535
$ 2,428
$ 1,524
$ 1,262
$ 1,078
Market and Commodities Intelligence²
2,452
2,585
2,376
793
1,822
585
Indices ³
733
639
597
471
412
392
Intersegment elimination ⁴
(110 ) (98 ) (88 ) —
—
—
Total operating segments 6,063
5,661
5,313
2,788
3,496
2,055
Unallocated expense ⁵
—
—
—
(178 ) (127 ) (138 )
Total $ 6,063
$ 5,661
$ 5,313
$ 2,610
$ 3,369
$ 1,917

Operating profit for the year ended December 31, 2017 includes legal settlement expenses of $55 million and employee severance charges of $25 million. Operating profit for the year ended December 31, 2016 primarily includes a benefit related to net legal settlement insurance recoveries of $10 million and employee severance charges of $6 million. Operating profit for the year ended December 31, 2015 includes net legal settlement expenses of $54 million and employee severance charges of $13 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $4 million for the year ended December 31, 2017 and $5 million for the years ended December 31, 2016 and 2015.

Operating profit for the year ended December 31, 2017 includes non-cash acquisition and disposition-related adjustments of $15 million, employee severance charges of $9 million, a charge to exit a leased facility of $6 million, and an asset-write off of $2 million. Operating profit for the year ended December 31, 2016 includes a $1.1 billion gain from our dispositions, disposition-related costs of $48 million, a technology-related impairment charge of $24 million and an acquisition-related cost of $1 million. Operating profit for the year ended December 31, 2015 includes acquisition-related costs related to the acquisition of SNL of $37 million and costs related to identified operating efficiencies primarily related to employee severance charges of $33 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $87 million, $85 million and $57 million for the years ended December 31, 2017, 2016 and 2015, respectively.


³	~~Operating profit includes amortization of intangibles from acquisitions of $7 million, $6 million and $5 million for the years ended December 31, 2017, 2016 and 2015, respectively.~~


⁴	Revenue for Ratings and expenses for Market and Commodities Intelligence include an intersegment royalty charged to Market and Commodities Intelligence for the rights to use and distribute content and data developed by Ratings.

⁵

The year ended December 31, 2017 includes a charge to exit leased facilities of $19 million, employee severance charges of $10 million and a pension related charge of $8 million. The year ended December 31, 2016 includes $3 million from a disposition-related reserve release. The year ended December 31, 2015 includes a gain of $11 million related to the sale of our interest in a legacy McGraw Hill Construction investment and costs related to identified operating efficiencies primarily related to employee severance charges of $10 million.

(in millions) Depreciation & Amortization Capital Expenditures
2017 2016 2015 2017 2016 2015
Ratings $ 34
$ 34
$ 43
$ 45
$ 42
$ 48
Market and Commodities Intelligence 128
131
99
52
57
78
Indices 9
8
8
3
3
4
Total operating segments 171
173
150
100
102
130
Corporate 9
8
7
23
13
9
Total $ 180
$ 181
$ 157
$ 123
$ 115
$ 139

~~Table of Contents~~

Segment information as of December 31 is as follows:


(in millions)	Total Assets
	2021		2020
Ratings	$	1,248	$	1,088
Market Intelligence	3,368		3,762
Platts	891		913
Indices	1,501		1,443
Total reportable segments	7,008		7,206
Corporate 1	7,697		5,331
Assets of businesses held for sale 2	321		—

Total	$	15,026	$	12,537

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

2Includes CGS and LCD as of December 31, 2021. See Note 2 – Acquisitions and Divestitures for further discussion.

105

(in millions) Total Assets
2017 2016
Ratings $ 788
$ 612
Market and Commodities Intelligence 4,172
4,104
Indices 1,270
1,247
Total operating segments 6,230
5,963
Corporate ¹
3,190
2,699
Assets held for sale ²
5
7
Total $ 9,425
$ 8,669

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¹	~~Corporate assets consist principally of cash and cash equivalents, assets for pension benefits, deferred income taxes and leasehold improvements related to subleased areas.~~


²	~~Includes East Windsor, New Jersey facility and QuantHouse as of December 31, 2017 and 2016, respectively.~~

We do not have operations in any foreign country that represent more than 7% 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)	Revenue						Long-lived Assets
	Year ended December 31,						December 31,
	2021		2020		2019		2021		2020
U.S.	$	5,012	$	4,504	$	3,976	$	4,733	$	4,787
European region	1,995		1,769		1,659		463		496
Asia	874		782		710		85		102
Rest of the world	416		387		354		42		44
Total	$	8,297	$	7,442	$	6,699	$	5,323	$	5,429


												Revenue						Long-lived Assets
(in millions)	Revenue						Long-lived Assets
	Year ended December 31,						December 31,					Year ended December 31,						December 31,
	2017		2016		2015		2017		2016			2021		2020		2019		2021		2020
U.S.	$	3,658	$	3,461	$	3,202	$	4,285	$	4,335	U.S.	60	%	61	%	59	%	89	%	88	%
European region	1,473		1,330		1,265		346		341		European region	24		24		25		9		9
Asia	594		575		566		54		58		Asia	11		10		11		2		2
Rest of the world	338		295		280		49		46		Rest of the world	5		5		5		—		1
Total	$	6,063	$	5,661	$	5,313	$	4,734	$	4,780	Total	100	%	100	%	100	%	100	%	100	%

Revenue Long-lived Assets
Year ended December 31, December 31,
2017 2016 2015 2017 2016
U.S. 60 % 61 % 60 % 91 % 91 %
European region 24
24
24
7
7
Asia 10
10
11
1
1
Rest of the world 6
5
5
1
1
Total 100 % 100 % 100 % 100 % 100 %

See Note 2 – Acquisitions andDivestitures and Note 11 – Restructuring, for actions that impacted the segment operating results.

13. Commitments and Contingencies

Leases

During the years ended December 31, 2021 and 2020, we recorded a pre-tax impairment charge of $31 million and $120 million, respectively, related to the impairment and abandonment of operating lease related ROU assets. The pre-tax impairment charge recorded during the year ended December 31, 2021 is associated with consolidating our real estate facilities following the expected merger with IHS Markit. 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, 2021 and 2020:


(in millions)		2021		2020

Balance Sheet Location
Assets
Right of use assets	Lease right-of-use assets	$	426	$	494

Liabilities
Other current liabilities	Current lease liabilities	96		100
Lease liabilities — non-current	Non-current lease liabilities	492		544

The components of lease expense for the years ended December 31 are as follows:



(in millions)	2021		2020
Operating lease cost	$	124	$	144





Sublease income	(2)		(6)
Total lease cost	$	122	$	138

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Supplemental information related to leases for the years ended December 31 are as follows:



(in millions)	2021	2020
Cash paid for amounts included in the measurement for operating lease liabilities
Operating cash flows for operating leases	127	137



Right of use assets obtained in exchange for lease obligations
Operating leases	29	8

Weighted-average remaining lease term and discount rate for our operating leases as of December 31 are as follows:


	2021		2020
Weighted-average remaining lease term (years)	8.3		8.5


Weighted-average discount rate	3.59	%	3.78	%

Maturities of lease liabilities for our operating leases are as follows:


(in millions)
2022	$	114
2023	94
2024	75
2025	67
2026	63
2027 and beyond	269
Total undiscounted lease payments	$	682
Less: Imputed interest	94
Present value of lease liabilities	$	588

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, ~~2017, 2016~~2021, 2020 and ~~2015,~~2019, S&P Dow Jones Indices LLC earned ~~$74~~$139 million, ~~$76~~$149 million and ~~$63~~$114 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.

~~Table of Contents~~

~~Rental Expense and Lease Obligations~~

We are committed under lease arrangements covering property, computer systems and office equipment. Leasehold improvements are amortized on a straight-line basis over the shorter of their economic lives or their lease term. Certain lease arrangements contain escalation clauses covering increased costs for various defined real estate taxes and operating services and the associated fees are recognized on a straight-line basis over the minimum lease period.

~~Rental expense for property and equipment under all operating lease agreements is as follows:~~

(in millions) Year ended December 31,
2017 2016 2015
Gross rental expense $ 177
$ 179
$ 182
Less: sublease revenue (17 ) (16 ) (14 )
Less: rent credit —
—
(4 )
Net rental expense $ 160
$ 163
$ 164

Cash amounts for future minimum rental commitments under existing non-cancelable leases with a remaining term of more than one year, along with minimum sublease rental income to be received under non-cancelable subleases are shown in the following table.

(in millions)
Rent
commitment

Sublease
income
Net rent
2018 $ 122
$ (17 ) $ 105
2019 109
(17 ) 92
2020 83
(3 ) 80
2021 71
—
71
2022 69
—
69
2023 and beyond 516
—
516
Total $ 970
$ (37 ) $ 933

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 ~~the subject of~~subjected to government and regulatory proceedings, investigations and inquiries. ~~Many of these proceedings, investigations and inquiries relate to the ratings activity of~~

S&P Global Ratings ~~brought~~has been cooperating with an SEC investigation into possible violations of Section 15E of the Exchange Act and Rule 17g-5(c)(8) thereunder in connection with a 2017 credit rating analysis by ~~issuers~~S&P Global Ratings. S&P Global Ratings is currently in active discussions to resolve the SEC’s inquiry. S&P Global Ratings has not yet reached a definitive settlement agreement with the SEC on this matter but in the fourth quarter of 2021, accrued for potential monetary penalties based on discussions to date. While we cannot predict with certainty whether we will reach agreement, or the terms of any such agreement, at this time, we do not believe that the resolution of this matter will have a material adverse effect on our business, financial condition or results of operations.

On May 17, 2021, Indices reached a settlement with the SEC relating to the operation of a then undisclosed quality assurance mechanism and its impact on certain real-time values of the S&P 500 VIX Short-Term Futures Index ER on a single business day, February 5, 2018 (the “VIX Matter”), which was the subject of a previously disclosed Wells Notice. Indices neither

107

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admitted nor denied the SEC's allegations. The SEC found that Indices acted negligently in violation of Section 17(a)(3) of the Securities Act of 1933 with respect to the VIX Matter. The SEC acknowledged Indices’ cooperation with the SEC staff. The Company agreed to pay a penalty of $9 million that was previously reserved for in 2020 and to cease and desist from committing or causing any violations and any future violations of Section 17(a)(3) of the Securities Act of 1933.

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 ~~purchasers~~investment losses in collateralized debt obligations rated by Ratings prior to the financial crisis. We can provide no assurance that we will not be obligated to pay significant amounts in order to resolve these matters on terms deemed acceptable.

From time to time, the Company receives customer complaints, particularly, though not exclusively, in its Ratings and Indices segments. The Company believes it has strong contractual protections in the terms and conditions included in its arrangements with customers. Nonetheless, in the interest of ~~rated securities. In addition,~~managing customer relationships, the Company from time to time engages in dialogue with such customers in an effort to resolve such complaints, and if such complaints cannot be resolved through dialogue, may face litigation regarding such complaints. The Company does not expect to incur material losses as a result of these matters.

Moreover, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities and antitrust matters. For example, as a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Exchange Act, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws. 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.

The Company believes that it has meritorious defenses to the pending claims and potential claims in the matters described below and is diligently pursuing these defenses, and in some cases working to reach an acceptable negotiated resolution. However, inIn view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of ~~these~~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 ~~the outcome of the matters described below~~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 ~~and~~or competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.

With respect to the matters identified below, we have recognized a liability when both (a) information available indicates that it is probable that a liability has been incurred as of the date of these financial statements and (b) the amount of loss can reasonably be estimated.

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Table of Contents

~~S&P Global Ratings~~

~~Financial Crisis Litigation~~

The Company and its subsidiaries continue to defend civil cases brought by private and public plaintiffs arising out of ratings activities prior to and during the global financial crisis of 2008-2009. Included in these civil cases are several lawsuits in Australia against the Company and Standard & Poor’s International, LLC relating to alleged investment losses in collateralized debt obligations (“CDOs”) rated by S&P Global Ratings. 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.

~~U.S. Securities and Exchange Commission~~

As a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Securities Exchange Act of 1934, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws. Although S&P Global Ratings seeks to promptly address any compliance issues that it detects or that the staff of the SEC raises, there can be no assurance that the SEC will not seek remedies against S&P Global Ratings for one or more compliance deficiencies.

~~Trani Prosecutorial Proceeding~~

In 2014, the prosecutor in the Italian city of Trani obtained criminal indictments against several current and former S&P Global Ratings managers and ratings analysts for alleged market manipulation, and against Standard & Poor’s Credit Market Services Europe under Italy’s vicarious liability statute, for having allegedly failed to properly supervise the ratings analysts and prevent them from committing market manipulation. The prosecutor’s theories were based on various actions by S&P Global Ratings taken with respect to Italian sovereign debt between May of 2011 and January of 2012. On March 30, 2017, following trial, the court in Trani issued an oral verdict acquitting each of the individual defendants and Standard & Poor’s Credit Market Services Europe of all charges, and on September 27, 2017, the court filed a written opinion supporting the verdict. The prosecutor did not appeal, and the verdict is now final.

~~Shareholder Derivative Actions~~

In August of 2015, two purported shareholders commenced a putative derivative action on behalf of the Company in New York State Supreme Court titled Retirement Plan for General Employees of the City of North Miami Beach and Robin Stein v. Harold McGraw III, et al. The complaint asserts claims for, among other things, breach of fiduciary duty, waste of corporate assets, and mismanagement against the board of directors and certain former directors and employees of the Company. Plaintiffs seek recovery from the defendants based primarily on allegations that S&P Global Ratings’ credit ratings practices for certain residential mortgage-backed securities and collateralized debt obligations misrepresented the credit risks of those securities, allegedly resulting in losses to the Company. In January of 2016, a different purported shareholder commenced a separate putative derivative action on behalf of the Company in New York State Supreme Court titled L.A. Grika v. Harold McGraw III, et al. The allegations in the complaint are substantially similar to those in the North Miami Beach matter. The complaint asserts claims for, among other things, breach of fiduciary duty, aiding and abetting breaches of fiduciary duty, unjust enrichment, contribution and indemnification against Harold McGraw III, Douglas L. Peterson, and nine former employees of the Company. The Grika matter was transferred to the judge presiding over the North Miami Beach matter. In December of 2016, the court issued orders granting the Company's motions to dismiss both the North Miami Beach and Grika matters. In January of 2017, the plaintiffs in both matters filed notices of appeal. Briefing on the North Miami Beach appeal is now complete, and oral argument was held on January 23, 2018. The plaintiff in the Grika matter filed a brief in support of his appeal on January 2, 2018, and the Company and the individual defendants filed briefs in opposition to the appeal on January 31, 2018.

~~Table of Contents~~

~~14. Quarterly Financial Information (Unaudited)~~

(in millions, except per share data)
First
quarter

Second
quarter

Third
quarter

Fourth
quarter

Total
year
2017
Revenue $ 1,453

$ 1,509

$ 1,513
   $ 1,589

$ 6,063
Operating profit $ 648
$ 677
$ 658
$ 628
$ 2,610
Net income $ 430

$ 457

$ 452
   $ 299

$ 1,638
Net income attributable to S&P Global common shareholders $ 399

$ 421

$ 414

$ 263

$ 1,496

Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic $ 1.54

$ 1.63

$ 1.62

$ 1.03

$ 5.84
Diluted $ 1.53

$ 1.62

$ 1.61

$ 1.02

$ 5.78

2016 ¹

Revenue $ 1,341

$ 1,482

$ 1,439
   $ 1,399

$ 5,661
Operating profit $ 512
$ 651
$ 1,348
$ 857
$ 3,369
Net income $ 323

$ 412

$ 923

$ 569

$ 2,228
Net income attributable to S&P Global common shareholders $ 294

$ 383

$ 892

$ 537

$ 2,106

Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:

Basic $ 1.11
$ 1.45
$ 3.39
2.07
8.02
Diluted $ 1.10
$ 1.44
$ 3.36
2.05
7.94

~~Note - Totals presented may not sum due to rounding.~~


¹	~~The third quarter of 2016 and the fourth of 2016 include a pre-tax gain on our dispositions of $722 million ($521 million after-tax) and $379 million ($297 million after-tax), respectively. See Note 2~~ – ~~Acquisitions and Divestitures~~ ~~for further information.~~

~~Table of Contents~~

~~15. Condensed Consolidating Financial Statements~~

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 August 18, 2015, we issued $2.0 billion of senior notes, consisting of $400 million of 2.5% senior notes due in 2018, $700 million of 3.3% senior notes due in 2020 and $900 million of 4.4% senior notes due in 2026. See Note 5 —~~Debt~~ ~~for additional information.~~

The senior notes described above are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company. The following condensed consolidating financial statements present the results of operations, financial position and cash flows of S&P Global Inc., Standard & Poor's Financial Services LLC, and the Non-Guarantor Subsidiaries of S&P Global Inc. and Standard & Poor's Financial Services LLC, and the eliminations necessary to arrive at the information for the Company on a consolidated basis.

Statement of Income
Year Ended December 31, 2017
(in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated
Revenue $ 717
$ 1,780
$ 3,704
$ (138 ) $ 6,063
Expenses:
Operating-related expenses 108
482
1,261
(138 ) 1,713
Selling and general expenses 162
345
1,053
—
1,560
Depreciation 31
11
40
—
82
Amortization of intangibles —
—
98
—
98
Total expenses 301
838
2,452
(138 ) 3,453
Operating profit 416
942
1,252
—
2,610
Interest expense (income), net 163
—
(14 ) —
149
Non-operating intercompany transactions 365
(77 ) (2,463 ) 2,175
—
(Loss) income before taxes on income (112 ) 1,019
3,729
(2,175 ) 2,461
Provision for taxes on income 26
370
427
—
823
Equity in net income of subsidiaries 3,808
—
—
(3,808 ) —
Net income 3,670
649
3,302
(5,983 ) 1,638
Less: net income attributable to noncontrolling interests —
—
—
(142 ) (142 )
Net income attributable to S&P Global Inc. $ 3,670
$ 649
$ 3,302
$ (6,125 ) $ 1,496
Comprehensive income $ 3,694
$ 649
$ 3,401
$ (5,982 ) $ 1,762

~~Table of Contents~~

Statement of Income
Year Ended December 31, 2016
(in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated
Revenue $ 667
$ 1,513
$ 3,607
$ (126 ) $ 5,661
Expenses:
Operating-related expenses 113
451
1,335
(126 ) 1,773
Selling and general expenses 109
243
1,087
—
1,439
Depreciation 38
9
38
—
85
Amortization of intangibles —
—
96
—
96
Total expenses 260
703
2,556
(126 ) 3,393
Gain on dispositions (1,072 ) —
(29 ) —
(1,101 )
Operating profit 1,479
810
1,080
—
3,369
Interest expense (income), net 191
—
(10 ) —
181
Non-operating intercompany transactions 356
(83 ) (941 ) 668
—
Income before taxes on income 932
893
2,031
(668 ) 3,188
Provision for taxes on income 275
420
265
—
960
Equity in net income of subsidiaries 2,412
294
—
(2,706 ) —
Net income 3,069
767
1,766
(3,374 ) 2,228
Less: net income attributable to noncontrolling interests —
—
—
(122 ) (122 )
Net income attributable to S&P Global Inc. $ 3,069
$ 767
$ 1,766
$ (3,496 ) $ 2,106
Comprehensive income $ 3,099
$ 767
$ 1,563
$ (3,374 ) $ 2,055

~~Table of Contents~~

Statement of Income
Year Ended December 31, 2015
(in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated
Revenue $ 624
$ 2,141
$ 2,663
$ (115 ) $ 5,313
Expenses:
Operating-related expenses 137
737
959
(115 ) 1,718
Selling and general expenses 184
254
1,094
—
1,532
Depreciation 40
18
32
—
90
Amortization of intangibles —
—
67
—
67
Total expenses 361
1,009
2,152
(115 ) 3,407
Gain on disposition —
—
(11 ) —
(11 )
Operating profit 263
1,132
522
—
1,917
Interest expense (income), net 112
—
(10 ) —
102
Non-operating intercompany transactions 282
222
(504 ) —
—
(Loss) income before taxes on income (131 ) 910
1,036
—
1,815
(Benefit) provision for taxes on income (107 ) 358
296
—
547
Equity in net income of subsidiaries 1,473
272
—
(1,745 ) —
Net income 1,449
824
740
(1,745 ) 1,268
Less: net income attributable to noncontrolling interests —
—
—
(112 ) (112 )
Net income attributable to S&P Global Inc. $ 1,449
$ 824
$ 740
$ (1,857 ) $ 1,156
Comprehensive income $ 1,446
$ 822
$ 655
$ (1,741 ) $ 1,182

~~Table of Contents~~

Balance Sheet
December 31, 2017
(in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated
ASSETS
Current assets:
Cash and cash equivalents $ 632
$ —
$ 2,147
$ —
$ 2,779
Accounts receivable, net of allowance for doubtful accounts 138
152
1,029
—
1,319
Intercompany receivable 768
1,784
2,527
(5,079 ) —
Prepaid and other current assets 143
(3 ) 86
—
226
Total current assets 1,681
1,933
5,789
(5,079 ) 4,324
Property and equipment, net of accumulated depreciation 158
10
107
—
275
Goodwill 261
—
2,719
9
2,989
Other intangible assets, net —
—
1,388
—
1,388
Investments in subsidiaries 8,364
5
8,028
(16,397 ) —
Intercompany loans receivable 116
—
1,699
(1,815 ) —
Other non-current assets 215
61
174
(1 ) 449
Total assets $ 10,795
$ 2,009
$ 19,904
$ (23,283 ) $ 9,425
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 79
$ 23
$ 93
$ —
$ 195
Intercompany payable 3,433
492
1,154
(5,079 ) —
Accrued compensation and contributions to retirement plans 145
86
241
—
472
Short-term debt 399
—
—
—
399
Income taxes currently payable 2
—
75
—
77
Unearned revenue 293
193
1,127
—
1,613
Accrued legal settlements —
2
105
—
107
Other current liabilities 136
21
194
—
351
Total current liabilities 4,487
817
2,989
(5,079 ) 3,214
Long-term debt 3,170
—
—
—
3,170
Intercompany loans payable 101
—
1,715
(1,816 ) —
Pension and other postretirement benefits 180
—
64
—
244
Other non-current liabilities 376
74
229
—
679
Total liabilities 8,314
891
4,997
(6,895 ) 7,307
Redeemable noncontrolling interest —
—
—
1,350
1,350
Equity:
Common stock 412
—
2,318
(2,318 ) 412
Additional paid-in capital (216 ) 602
9,256
(9,117 ) 525
Retained income 12,156
516
3,782
(6,429 ) 10,025
Accumulated other comprehensive loss (269 ) —
(426 ) 46
(649 )
Less: common stock in treasury (9,602 ) —
(23 ) 23
(9,602 )
Total equity - controlling interests 2,481
1,118
14,907
(17,795 ) 711
Total equity - noncontrolling interests —
—
—
57
57
Total equity 2,481
1,118
14,907
(17,738 ) 768
Total liabilities and equity $ 10,795
$ 2,009
$ 19,904
$ (23,283 ) $ 9,425

~~Table of Contents~~

Balance Sheet
December 31, 2016
(in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated
ASSETS
Current assets:
Cash and cash equivalents $ 711
$ —
$ 1,681
$ —
$ 2,392
Accounts receivable, net of allowance for doubtful accounts 138
131
853
—
1,122
Intercompany receivable (165 ) 837
870
(1,542 ) —
Prepaid and other current assets 77
2
79
(1 ) 157
Total current assets 761
970
3,483
(1,543 ) 3,671
Property and equipment, net of accumulated depreciation 159
1
111
—
271
Goodwill 261
—
2,679
9
2,949
Other intangible assets, net —
—
1,506
—
1,506
Investments in subsidiaries 5,464
680
7,826
(13,970 ) —
Intercompany loans receivable 17
—
1,354
(1,371 ) —
Other non-current assets 134
24
114
—
272
Total assets $ 6,796
$ 1,675
$ 17,073
$ (16,875 ) $ 8,669
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 73
$ 22
$ 88
$ —
$ 183
Intercompany payable 1,324
40
177
(1,541 ) —
Accrued compensation and contributions to retirement plans 129
69
211
—
409
Income taxes currently payable 43
—
52
—
95
Unearned revenue 273
191
1,045
—
1,509
Accrued legal and regulatory settlements 2
3
51

56
Other current liabilities 163
(54 ) 250
—
359
Total current liabilities 2,007
271
1,874
(1,541 ) 2,611
Long-term debt 3,564
—
—
—
3,564
Intercompany loans payable 11
—
1,360
(1,371 ) —
Pension and other postretirement benefits 196
—
78
—
274
Other non-current liabilities 52
74
314
(1 ) 439
Total liabilities 5,830
345
3,626
(2,913 ) 6,888
Redeemable noncontrolling interest —
—
—
1,080
1,080
Equity:
Common stock 412
—
2,460
(2,460 ) 412
Additional paid-in capital (174 ) 1,154
10,485
(10,963 ) 502
Retained income 9,721
176
1,034
(1,721 ) 9,210
Accumulated other comprehensive loss (292 ) —
(525 ) 44
(773 )
Less: common stock in treasury (8,701 ) —
(7 ) 7
(8,701 )
Total equity - controlling interests 966
1,330
13,447
(15,093 ) 650
Total equity - noncontrolling interests —
—
—
51
51
Total equity 966
1,330
13,447
(15,042 ) 701
Total liabilities and equity $ 6,796
$ 1,675
$ 17,073
$ (16,875 ) $ 8,669

~~Table of Contents~~

Statement of Cash Flows
Year Ended December 31, 2017
(in millions)
S&P Global Inc.
Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations
S&P Global Inc. Consolidated
Operating Activities:
Net income $ 3,670
$ 649
$ 3,302
$ (5,983 ) $ 1,638
Adjustments to reconcile net income to cash provided by operating activities:
     Depreciation 31
11
40
—
82
     Amortization of intangibles —
—
98
—
98
     Provision for losses on accounts receivable 2
3
11
—
16
     Deferred income taxes 108
(10 ) (98 ) —
—
     Stock-based compensation 35
22
42
—
99
     Accrued legal settlements —
—
55
—
55
     Other 34
19
43
—
96
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
     Accounts receivable (2 ) (23 ) (171 ) —
(196 )
     Prepaid and current assets (5 ) 3
12
—
10
     Accounts payable and accrued expenses 22
97
(44 ) —
75
     Unearned revenue 19
2
64
—
85
     Accrued legal settlements —
(1 ) (3 ) —
(4 )
     Other current liabilities (42 ) (12 ) (31 ) —
(85 )
     Net change in prepaid/accrued income taxes 41
(18 ) 9
—
32
     Net change in other assets and liabilities 7
(6 ) 14
—
15
Cash provided by operating activities 3,920
736
3,343
(5,983 ) 2,016
Investing Activities:
     Capital expenditures (55 ) (32 ) (36 ) —
(123 )
     Acquisitions, net of cash acquired —
—
(83 ) —
(83 )
     Proceeds from dispositions —
—
2
—
2
     Changes in short-term investments —
—
(5 ) —
(5 )
Cash used for investing activities (55 ) (32 ) (122 ) —
(209 )
Financing Activities:
     Dividends paid to shareholders (421 ) —
—
—
(421 )
     Distributions to noncontrolling interest holders —
—
(111 ) —
(111 )
     Repurchase of treasury shares (1,001 ) —
—
—
(1,001 )
     Exercise of stock options 68
—
7
—
75
     Employee withholding tax on share-based payments (49 ) —
—
—
(49 )
     Intercompany financing activities (2,546 ) (704 ) (2,733 ) 5,983
—
Cash used for financing activities (3,949 ) (704 ) (2,837 ) 5,983
(1,507 )
Effect of exchange rate changes on cash from continuing operations 5
—
82
—
87
Net change in cash and cash equivalents (79 ) —
466
—
387
Cash and cash equivalents at beginning of year 711
—
1,681
—
2,392
Cash and cash equivalents at end of year $ 632
$ —
$ 2,147
$ —
$ 2,779

~~Table of Contents~~

Statement of Cash Flows
Year Ended December 31, 2016
(in millions)
S&P Global Inc.
Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations
S&P Global Inc. Consolidated
Operating Activities:
Net income $ 3,069
$ 767
$ 1,766
$ (3,374 ) $ 2,228
Adjustments to reconcile net income to cash provided by operating activities:
     Depreciation 38
9
38
—
85
     Amortization of intangibles —
—
96
—
96
     Provision for losses on accounts receivable 1
—
8
—
9
     Deferred income taxes 16
(9 ) 72
—
79
     Stock-based compensation 22
17
37
—
76
     Gain on dispositions (1,072 ) —
(29 ) —
(1,101 )
     Accrued legal and regulatory settlements 3
1
50
—
54
     Other 48
5
(23 ) —
30
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
     Accounts receivable (24 ) 187
(340 ) —
(177 )
     Prepaid and current assets (2 ) 10
(3 ) —
5
     Accounts payable and accrued expenses (8 ) (39 ) 66
—
19
     Unearned revenue 19
(395 ) 483
—
107
     Accrued legal and regulatory settlements —
(108 ) (42 ) —
(150 )
     Other current liabilities (27 ) (27 ) 35
—
(19 )
     Net change in prepaid/accrued income taxes 141
—
33
—
174
     Net change in other assets and liabilities (9 ) 38
16
—
45
Cash provided by operating activities 2,215
456
2,263
(3,374 ) 1,560
Investing Activities:
     Capital expenditures (68 ) (15 ) (32 ) —
(115 )
     Acquisitions, net of cash acquired (144 ) —
(33 ) —
(177 )
     Proceeds from dispositions 1,422
—
76
—
1,498
     Changes in short-term investments —
—
(1 ) —
(1 )
Cash provided by (used for) investing activities 1,210
(15 ) 10
—
1,205
Financing Activities:
    Payments on short-term debt, net (143 ) —
—
—
(143 )
    Proceeds from issuance of senior notes, net 493
—
—
—
493
    Payments on senior notes (421 ) —
—
—
(421 )
    Dividends paid to shareholders (380 ) —
—
—
(380 )
Distributions to noncontrolling interest holders —
—
(116 ) —
(116 )
     Repurchase of treasury shares (1,123 ) —
—
—
(1,123 )
     Exercise of stock options 86
—
2
—
88
     Contingent consideration payments (5 ) —
(34 ) —
(39 )
     Employee withholding tax on share-based payments (55 ) —
—
—
(55 )
     Intercompany financing activities (1,333 ) (441 ) (1,600 ) 3,374
—
Cash used for financing activities (2,881 ) (441 ) (1,748 ) 3,374
(1,696 )
Effect of exchange rate changes on cash from continuing operations —
—
(158 ) —
(158 )
Net change in cash and cash equivalents 544
—
367
—
911
Cash and cash equivalents at beginning of year 167
—
1,314
—
1,481
Cash and cash equivalents at end of year $ 711
$ —
$ 1,681
$ —
$ 2,392

~~Table of Contents~~

Statement of Cash Flows
Year Ended December 31, 2015
(in millions)
S&P Global Inc.
Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations
S&P Global Inc. Consolidated
Operating Activities:
Net income $ 1,449
$ 824
$ 740
$ (1,745 ) $ 1,268
Adjustments to reconcile net income to cash provided by (used for) operating activities from continuing operations:
     Depreciation 40
18
32
—
90
     Amortization of intangibles —
—
67
—
67
     Provision for losses on accounts receivable 1
1
6
—
8
     Deferred income taxes 33
290
(43 ) —
280
     Stock-based compensation 23
24
31
—
78
     Gain on disposition —
—
(11 ) —
(11 )
     Accrued legal and regulatory settlements —
110
9
—
119
     Other 23
16
18
—
57
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
     Accounts receivable 3
(27 ) (94 ) —
(118 )
     Prepaid and current assets (4 ) 14
(5 ) —
5
     Accounts payable and accrued expenses 8
(34 ) 17
—
(9 )
     Unearned revenue (5 ) 66
68
—
129
     Accrued legal and regulatory settlements —
(1,624 ) —
—
(1,624 )
     Other current liabilities (31 ) (35 ) (11 ) —
(77 )
     Net change in prepaid/accrued income taxes 14
—
115
—
129
     Net change in other assets and liabilities 78
8
(121 ) —
(35 )
Cash provided by (used for) operating activities from continuing operations 1,632
(349 ) 818
(1,745 ) 356
Investing Activities:
     Capital expenditures (67 ) (10 ) (62 ) —
(139 )
     Acquisitions, net of cash acquired (2,243 ) —
(153 ) —
(2,396 )
     Proceeds from dispositions —
—
14
—
14
     Changes in short-term investments —
—
(4 ) —
(4 )
Cash used for investing activities from continuing operations (2,310 ) (10 ) (205 ) —
(2,525 )
Financing Activities:
     Additions to short-term debt 143
—
—
—
143
     Proceeds from issuance of senior notes, net 2,674
—
—
—
2,674
     Dividends paid to shareholders (363 ) —
—
—
(363 )
Distributions to noncontrolling interest holders —
—
(104 ) —
(104 )
     Repurchase of treasury shares (974 ) —
—
—
(974 )
     Exercise of stock options 80
—
6
—
86
     Contingent consideration payments (5 ) —
—
—
(5 )
     Purchase of additional CRISIL shares —
—
(16 ) —
(16 )
     Employee withholding tax on share-based payments (92 ) —
—
—
(92 )
     Intercompany financing activities (2,020 ) 359
(84 ) 1,745
—
Cash (used for) provided by financing activities from continuing operations (557 ) 359
(198 ) 1,745
1,349
Effect of exchange rate changes on cash from continuing operations —
—
(67 ) —
(67 )
Cash provided by continuing operations (1,235 ) —
348
—
(887 )
Discontinued Operations:
     Cash used for operating activities —
—
(129 ) —
(129 )
Cash used for discontinued operations —
—
(129 ) —
(129 )
Net change in cash and cash equivalents (1,235 ) —
219
—
(1,016 )
Cash and cash equivalents at beginning of year 1,402
—
1,095
—
2,497
Cash and cash equivalents at end of year $ 167
$ —
$ 1,314
$ —
$ 1,481

~~Table of Contents~~

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item ~~9a.~~ 9A. Controls and Procedures

We have filed the required certifications under Section 302 of the Sarbanes-Oxley Act of 2002 incorporated herein by reference from Exhibits (31.1) and (31.2) to this Annual Report on Form 10-K. In addition we have filed the required certifications under Section 906 of the Sarbanes-Oxley Act of 2002 incorporated herein by reference from Exhibit (32) to this Annual Report on Form 10-K.

This Item ~~9a.~~9A. includes information concerning the controls and control evaluations referred to in the required certifications.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed so that information required to be disclosed in our reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, ~~2017,~~2021, an evaluation was performed under the supervision and with the participation of management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the U.S. Securities Exchange Act of 1934). Based on that evaluation, management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, ~~2017.~~2021.

Management’s Annual Report on Internal Control Over Financial Reporting

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, management is required to provide the following report on our internal control over financial reporting:


1.	~~Management is responsible for establishing and maintaining adequate internal control over financial reporting.~~

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 SEC and the Public Company Accounting Oversight Board that is free from bias, permits reasonably consistent qualitative and quantitative measurement of our internal controls, is sufficiently complete so that relevant controls are not omitted and is relevant to an evaluation of internal controls over financial reporting.


3.	Based on management’s evaluation under this framework, management has concluded that our internal controls over financial reporting were effective as of December 31, 2017. There are no material weaknesses in our internal control over financial reporting that have been identified by management.


4.	Our independent registered public accounting firm, Ernst & Young LLP, has audited our consolidated financial statements for the year ended December 31, 2017, and has issued their reports on the financial statements and the effectiveness of our internal control over financial reporting. These reports are located on pages 53 and 54 of this Annual Report on Form 10-K.

1.Management is responsible for establishing and maintaining adequate internal control over financial reporting.

2.Management has evaluated the effectiveness of 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 SEC and the Public Company Accounting Oversight Board that is free from bias, permits reasonably consistent qualitative and quantitative measurement of our internal controls, is sufficiently complete so that relevant controls are not omitted and is relevant to an evaluation of internal controls over financial reporting.

3.Based on management’s evaluation under this framework, management has concluded that our internal controls over financial reporting were effective as of December 31, 2021. There are no material weaknesses in our internal control over financial reporting that have been identified by management.

4.Our independent registered public accounting firm, Ernst & Young LLP, has audited our consolidated financial statements for the year ended December 31, 2021, and has issued their reports on the financial statements and the effectiveness of our internal control over financial reporting. These reports are located on pages 64, 65 and 66 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item ~~9b.~~ 9B. Other Information

IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT DISCLOSURE

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the

109

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reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or

~~Table of Contents~~

entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable laws and regulations.

~~Revenue in 2017~~During 2021, the Company recorded no revenue or net profit attributable to the transactions or dealings bydescribed below. The amount recorded in connection with the foregoing reflects the uncertainty of collection.

During 2021, Platts, a division of the Company ~~described below was approximately $545,000 with net profit from such sales being a fraction of the revenues.~~

~~During 2017, one of the Company’s divisions, a provider of~~that provides energy-related information in over 150 countries, ~~sold~~provided information and informational materials, which are generally exempt from U.S. economic sanctions, to ~~fifteen~~ subscribers that are owned or controlled, or appear to be owned or controlled, by the Government of Iran ~~(the “GOI”), including one that was also designated by the Treasury Department’s Office of Foreign Assets Control (“OFAC”)~~or are otherwise subject to disclosure pursuant to ~~Executive Order 13382 for part~~Section 219 of the ~~first quarter~~Iran Threat Reduction and Syria Human Rights Act of ~~2016. The Company, among other things, offers customers that subscribe to its publications~~2012. Platts provided such subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency. This division provided such data related to the energy and petrochemicals markets to the subscribers referenced above, generating revenue that was a de minimis portion of both the division's and the Company’s revenue. Seven of the subscribers are identified by OFAC as GOI entities; and nine appear, based on publicly available information, to be owned or controlled by GOI entities. In addition, as previously reported, during the third quarter of 2017, this division entered into a contract to sell information and informational materials to another subscriber that is owned or controlled by the Government of Iran, and began to provide informational materials to this subscriber under the contract, but no revenues were received under this contract in 2017. We believe that these transactions were permissible under U.S. sanctions pursuant to certain statutory and regulatory exemptions for the exportation of information and informational materials. The Company will continue to monitor its provision of products and services to ~~these Iranian customers so~~such subscribers.

Item 9C. Disclosure Regarding Foreign Jurisdictions that ~~such activity continues to be permissible under U.S. sanctions.~~ Prevent Inspections

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information about our directors is contained under the caption “Board of Directors and Corporate Governance-Director Biographies” in our Proxy Statement for our ~~2018~~2022 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, ~~2017~~2021 (the ~~“2018~~“2022 Proxy Statement”) and is incorporated herein by reference.

The information under the heading ~~“Executive Officers of the Registrant”~~“Information about our Executive Officers” in Part I of this Annual Report on Form 10-K is also incorporated herein by reference.

Code of Ethics

We have adopted a Code of Ethics that applies to our CEO, CFO, chief accounting officer and senior financial officers. To access such code, go to the Corporate Governance section of our Investor Relations website at http://investor.spglobal.com. Any waivers that may in the future be granted from such Code and amendments thereto will be posted at such website address. In addition to our Code of Ethics for the CEO and senior financial officers noted above, the following documents may be found on our website at the above website address:

•Code of Business Ethics for all employees;

•Code of Business Conduct and Ethics for Directors;

•Employee Complaint Procedures (Accounting and Auditing Matters);

•Certificate of Incorporation;

•By-Laws;

•Corporate Governance Guidelines;

•Audit Committee Charter;

•Compensation and Leadership Development Committee Charter;

•Nominating and Corporate Governance Committee Charter;

•Financial ~~Policy~~ Committee Charter; and

•Executive Committee Charter.

The foregoing documents are also available in print, free of charge, to any shareholder who requests them. Requests for printed copies may be e-mailed to corporate.secretary@spglobal.com or mailed to the Corporate Secretary, S&P Global Inc., 55 Water Street, New York, NY 10041-0001.

Information about the procedures by which security holders may recommend nominees to our Board of Directors can be found in our ~~2018~~2022 Proxy Statement under the caption “Board of Directors and Corporate Governance-Committees of the Board of Directors-Nominating and Corporate Governance Committee” and is incorporated herein by reference.

Information concerning the composition of the Audit Committee and our Audit Committee financial experts is contained in our ~~2018~~2022 Proxy Statement under the caption “Board of Directors and Corporate Governance-Committees of the Board of Directors-Audit Committee” and is incorporated herein by reference.

New York Stock Exchange Certification

Promptly following the ~~2018~~2022 annual meeting of shareholders, we intend to file with the NYSE the CEO certification regarding our compliance with the NYSE’s corporate governance listing standards as required by NYSE Rule 303A.12. Last year, we filed this CEO certification with the NYSE on ~~May 5, 2017.~~June 4, 2021.

Item 11. Executive Compensation

Information about director and executive officer compensation, Compensation Committee interlocks and the Compensation Committee Report is contained in our ~~2018~~2022 Proxy Statement under the captions ~~“2017~~“2021 Director Compensation,” “Board of

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Directors and Corporate Governance-Compensation Committee Interlocks and Insider Participation,” and is incorporated herein by reference.

~~Table of Contents~~

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Set forth below is information with respect to securities authorized for issuance under equity compensation plans:

The following table details our equity compensation plans as of December 31, ~~2017:~~2021:


	Equity Compensation Plans’ Information
	(a)		(b)		(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	280,281	1	$	67.14	19,954,485	2,3

Equity Compensation Plans’ Information
(a) (b) (c)
Plan category
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))

Equity compensation plans approved by security holders 2,153,409
¹
$ 44.09
33,839,258
^2,3
1Shares to be issued upon exercise of outstanding options under our Stock Incentive Plans.


¹	~~Shares to be issued upon exercise of outstanding options under our Stock Incentive Plans.~~


²	Included in this number are 48,826 shares reserved for issuance under the Director Deferred Stock Ownership Plan. The remaining 33,790,432 shares are reserved for issuance under the 2002 Stock Incentive Plan (the “2002 Plan”) for Performance Stock, Restricted Stock, Other Stock-Based Awards, Stock Options and Stock Appreciation Rights.


³	Under the terms of the 2002 Plan, shares subject to an award or shares paid in settlement of a dividend equivalent reduce the number of shares available under the 2002 Plan by one share for each such share granted or paid.

2Included in this number are 499,749 shares reserved for issuance under the Director Deferred Stock Ownership Plan. The remaining 19,454,736 shares are reserved for issuance under the 2019 Stock Incentive Plan (the “2019 Plan”) for Performance Stock, Restricted Stock, Other Stock-Based Awards, Stock Options and Stock Appreciation Rights.

3Under the terms of the 2019 Plan, shares subject to an award or shares paid in settlement of a dividend equivalent reduce the number of shares available under the 2019 Plan by one share for each such share granted or paid.

The ~~2002~~2019 Plan is also governed by certain share recapture provisions. The aggregate number of shares of stock available under the ~~2002~~2019 Plan for issuance are increased by the number of shares of stock granted as an award under the ~~2002~~2019 Plan that are:

•forfeited, cancelled, settled in cash or property other than stock, or otherwise not distributable under the ~~2002~~2019 Plan;

•tendered or withheld to pay the exercise or purchase price of an award under the ~~2002~~2019 Plan or to satisfy applicable wage or other required tax withholding in connection with the exercise, vesting or payment of, or other event related to, an award under the ~~2002~~2019 Plan; or

•repurchased by us with the option proceeds in respect of the exercise of a stock option under the ~~2002~~2019 Plan.

Information on the number of shares our common stock beneficially owned by each director and named executive officer, by all directors and executive officers as a group and on each beneficial owner of more than 5% of our common stock is contained under the caption “Ownership of Company Stock” in our ~~2018~~2022 Proxy Statement and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information with respect to certain relationships and related transactions and director independence is contained under the captions “Board of Directors and Corporate Governance-Transactions with Related Persons” in our ~~2018~~2022 Proxy Statement and is incorporated herein by reference.

Item 14. Principal ~~Accountant~~Accounting Fees and Services

During the year ended December 31, ~~2017,~~2021, Ernst & Young LLP audited the consolidated financial statements of the Registrant and its subsidiaries.

Information on our Audit Committee’s pre-approval policy for audit services and information on our principal accountant fees and services is contained in our ~~2018~~2022 Proxy Statement under the caption “Independent Registered Public Accounting Firm’s Fees and Services” and is incorporated herein by reference.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Documents filed as part of this Annual Report on Form 10-K:


1.	~~Financial Statements~~

1.Financial Statements

•Reports of Independent Registered Public Accounting Firm

•Consolidated Statements of Income for the three years ended December 31, ~~2017~~

2021

•Consolidated Statements of Comprehensive Income for the three years ended December 31, ~~2017~~

2021

•Consolidated Balance Sheets as of December 31, ~~2017~~2021 and ~~2016~~

2020

•Consolidated Statements of Cash Flows for the three years ended December 31, ~~2017~~

2021

•Consolidated Statements of Equity for the three years ended December 31, ~~2017~~

2021

•Notes to the Consolidated Financial Statements


2.	~~Financial Schedule~~

2.Financial Schedule

•Schedule II—Valuation and Qualifying Accounts

All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.


3.	Exhibits – The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding such Exhibits, and such Exhibit Index is incorporated herein by reference.

3.Exhibits – The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding such Exhibits, and such Exhibit Index is incorporated herein by reference.

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S&P Global

Schedule II – Valuation and Qualifying Accounts

(in millions)


Additions/(deductions)	Balance at beginning of year		Net charges to income		Deductions and other 1		Balance at end of year
Year ended December 31, 2021
Allowance for doubtful accounts	$	30	$	14	$	(18)	$	26

Year ended December 31, 2020
Allowance for doubtful accounts	$	34	$	24	$	(28)	$	30

Year ended December 31, 2019
Allowance for doubtful accounts	$	34	$	17	$	(17)	$	34

1Primarily includes uncollectible accounts written off, net of recoveries, impact of acquisitions and divestitures and adjustments for foreign currency translation.

114

Additions/(deductions)
Balance at
beginning of
year

Net charges
to income

Deductions and other ¹

Balance at end
of year
Year ended December 31, 2017
Allowance for doubtful accounts $ 28
$ 15
$ (11 ) $ 33

Year ended December 31, 2016
Allowance for doubtful accounts $ 37
$ 8
$ (17 ) $ 28

Year ended December 31, 2015
Allowance for doubtful accounts $ 38
$ 12
$ (13 ) $ 37

Table of Contents


Exhibit Number			Exhibit Index

(2.1)			¹Purchase and Sale Agreement between the Registrant, McGraw-Hill Education LLC, various sellers named therein and MHE Acquisition, LLC, dated November 26, 2012, incorporated by reference from Registrant's Form 8-K filed November 26, 2012.
~~Primarily includes uncollectible accounts written off, net~~
(2.2)			Amendment No. 1 to Sale Agreement, dated March 4, 2013, incorporated by reference from Registrant’s Form 8-K filed March 5, 2013.

(2.3)			Agreement and Plan of ~~recoveries, impact~~Merger, dated as of ~~acquisitions~~July 24, 2015, among the Company, Venus Sub LLC, SNL Financial LC and ~~divestitures~~New Mountain Partners III (AIV-C), L.P., as incorporated by reference from the Registrant’s Form 8-K filed on July 29, 2015.

(2.4)			Stock and ~~adjustments for foreign currency translation.~~Asset Purchase Agreement between McGraw Hill Financial, Inc. and Jefferson Bidco Inc., dated as of April 15, 2016, incorporated by reference from the Registrant's Form 10-Q filed July 28, 2016.

(2.5)			Agreement and Plan of Merger, dated as of November 29, 2020, by and among S&P Global Inc., IHS Markit Ltd. and Sapphire Subsidiary, Ltd., incorporated by reference from Registrant’s Form 8-K filed November 30, 2020**

(2.6)			Amendment No. 1 to Agreement and Plan of Merger by and among S&P Global Inc., Sapphire Subsidiary, Ltd., and IHS Markit Ltd. dated as of January 20, 2021, incorporated by reference from the Registrant's Form S-4/A filed January 20, 2021

(2.7)			Asset Purchase Agreement, by and between S&P Global Inc. and Factset Research Systems Inc., dated as of December 24, 2021**

(3.1)			Amended and Restated Certificate of Incorporation of Registrant, incorporated by reference from Registrant’s Form 8-K filed May 18, 2020.

(3.2)			By-Laws of Registrant, as amended and restated on September 29, 2021, incorporated by reference from the Registrant’s Form 8-K filed October 5, 2021.

(4.1)			Indenture dated as of November 2, 2007 between the Registrant, as issuer, and The Bank of New York, as trustee, incorporated by reference from Registrant’s Form 8-K filed November 2, 2007.

(4.2)			First Supplemental Indenture, dated January 1, 2009, between the Company and The Bank of New York Mellon, as trustee, incorporated by reference from Registrant’s Form 8-K filed January 2, 2009.

(4.3)			Indenture dated as of May 26, 2015, among the Company, Standard & Poor's Financial Services LLC and U.S. Bank National Association, as trustee, as incorporated by reference from the Registrant’s Form 8-K filed on May 26, 2015.

(4.4)			First Supplemental Indenture dated as of May 26, 2015, among the Company, Standard & Poor's Financial Services LLC and U.S. Bank National Association, as trustee, as incorporated by reference from the Registrant’s Form 8-K filed on May 26, 2015.

(4.5)			Second Supplemental Indenture dated as of August 18, 2015, among the Company, Standard & Poor’s Financial Services LLC and U.S. Bank National Association, as trustee, as incorporated by reference from the Registrant’s Form 8-K filed on August 18, 2015.

(4.6)			Third Supplemental Indenture dated as of September 22, 2016, among S&P Global Inc., Standard & Poor’s Financial Services LLC and U.S. Bank National Association, as trustee, incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016.

(4.7)			Fourth Supplemental Indenture dated as of May 17, 2018, among S&P Global Inc., Standard & Poor’s Financial Services LLC and U.S. Bank National Association, as trustee, incorporated by reference from the Registrant's Form 8-K filed on May 17, 2018.

(4.8)			Fifth Supplemental Indenture dated as of November 26, 2019, among the Company, Standard & Poor’s Financial Services LLC, and U.S. Bank National Association, as trustee, incorporated by reference from the Registrant's Form 8-K filed on November 26, 2019.

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(4.9)			Sixth Supplemental Indenture dated as of August 13, 2020, among the Company, Standard & Poor’s Financial Services LLC, and U.S. Bank National Association, as trustee, incorporated by reference from the Registrant's Form 8-K filed on August 13, 2020.

(4.10)			Form of 6.550% Senior Note due 2037, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2019.

(4.11)			Form of 4.000% Senior Note due 2025, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2015.

(4.12)			Form of 2.950% Senior Note due 2027, incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016.

(4.13)			Form of 4.500% Senior Note due 2048 (included in Ex. 4.2 of the referenced Form 8-K), incorporated by reference from the Registrant's Form 8-K filed May 17, 2018.

(4.14)			Form of 2.500% Senior Note due 2029 (included in Ex. 4.2 of the referenced Form 8-K), incorporated by reference from the Registrant's Form 8-K filed November 26, 2019.

(4.15)			Form of 3.250% Senior Note due 2049 (included in Ex. 4.2 of the referenced Form 8-K), incorporated by reference from the Registrant's Form 8-K filed November 26, 2019.

(4.16)			Description of the Registrant's Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.

(10.1)			Form of Indemnification Agreement between Registrant and each of its directors and certain of its executive officers, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2004.

(10.2)*			Registrant’s 2002 Stock Incentive Plan, as amended and restated as of January 1, 2016, incorporated by reference from the Registrant’s Form 10-Q filed April 26, 2016.

(10.3)*			Registrant’s 2019 Stock Incentive Plan, incorporated by reference from Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2019.

(10.4)*			Form of 2019 Performance Share Unit Terms and Conditio ns, incorporated by reference from the Registrant's Form 10-Q filed on May 3, 2019.

(10.5)*			Form of 2020 Performance Share Unit Terms and Conditions, as incorporated by reference from the Registrant’s Form 10-Q filed on April 28, 2020

(10.6)*			Form of 2021 Performance Share Unit Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021.

(10.7)*			Form of 2019 Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant’s Form 10-Q filed on May 3, 2019

(10.8)*			Form of 2020 Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 28, 2020

(10.9)*			Form of 2021 Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021

(10.10)*			Form of Cliff Vested Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021

(10.11)*			Form of S&P Dow Jones Indices 2019 Long-Term Cash Incentive Compensation Plan, incorporated by reference from the Registrant's Form 10-Q filed on May 3, 2019.

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Table of Contents


(10.12)*			Form of S&P Dow Jones Indices 2020 Long-Term Cash Incentive Compensation Plan, incorporated by reference from the Registrant's Form 10-Q filed on April 28, 2020

(10.13)*			Form of S&P Dow Jones Indices 2021 Long-Term Cash Incentive Compensation Plan, incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021

(10.14)*			Form of Stock Option Award, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013.

(10.15)*			Registrant’s Key Executive Short-Term Incentive Deferred Compensation Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.

(10.16)*			Resolutions terminating deferrals under the Key Executive Short-Term Deferred Compensation Plan, dated October 23, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.

(10.17)*			Registrant’s Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2016, incorporated by reference from Registrant’s Form 10-Q filed November 3, 2016.

(10.18)*			Registrant’s Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2017, incorporated by reference from Registrant’s Form 10-Q filed October 26, 2017.

(10.19)*			Registrant's Senior Executive Severance Plan, amended and restated as of January 1, 2016, incorporated by reference from the Registrant's Form 10-Q filed April 26, 2016.

(10.20)			Revolving Five-Year Credit Agreement, dated as of April 26, 2021, among the Company, Standard & Poor's Financial Services LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and Bank of America, N.A. as syndication agent, incorporated by reference from the Registrant’s Form 10-Q filed July 29, 2021.

(10.21)*			Registrant’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.

(10.22)*			First Amendment to Registrant’s Employee Retirement Plan Supplement, effective as of January 1, 2009, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.

(10.23)*			Second Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.

(10.24)*			Third Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2012, incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.

(10.25)*			Fourth Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of May 1, 2013, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013.

(10.26)*			Fifth Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2020, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.

(10.27)*			Sixth Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 202 1, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2020.

(10.28)*			Standard & Poor’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.

(10.29)*			First Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of December 2, 2009, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.

(10.30)*			Second Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.

117

Table of Contents


(10.31)*			Third Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of January 1, 2012, incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.

(10.32)*			Fourth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013.

(10.33)*			Fifth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, dated December 23, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.

(10.34)*			Sixth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2020, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.

(10.35)*			Seventh Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2021, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2020.

(10.36)*			Registrant’s 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2016, incorporated by reference from the Registrant's Form 10-Q filed April 26, 2016.

(10.37)*			Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant's Form 10-K for the fiscal year ended December 31, 2007.

(10.38)*			Amendment to Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.

(10.39)*			Registrant's Director Retirement Plan, incorporated by reference from Registrant’s Form SE filed March 29, 1990 in connection with Registrant’s Form 10-K for the fiscal year ended December 31, 1989.

(10.40)*			Resolutions Freezing Existing Benefits and Terminating Additional Benefits under Registrant’s Directors Retirement Plan, as adopted on January 31, 1996, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 1996.

(10.41)*			Registrant’s Director Deferred Compensation Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.

(10.42)*			Registrant’s Director Deferred Stock Ownership Plan, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2010.

(10.43)*			Registrant’s Director Deferred Stock Ownership Plan as Amended and Restated effective January 1, 2017, incorporated by reference from Registrant’s Form 10-Q filed July 27, 2017.

(10.44)*			Registrant’s Amended and Restated Director Deferred Stock Ownership Plan, incorporated by reference from Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2019.

(10.45)*			Amendment dated December 9, 2011 to offer letter dated November 2, 2010 to Jack F. Callahan, Jr., Executive Vice President and Chief Financial Officer, incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.

(10.46)*			Amendment dated December 9, 2011 to offer letter dated October 27, 2010 to John L. Berisford, Executive Vice President, Human Resources, incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.

(10.47)*			Letter Agreement, dated July 11, 2013, with Harold McGraw III regarding his compensation arrangement for serving as Non-Executive Chairman of the Board, incorporated by reference from Registrant’s Form 8-K filed July 11, 2013.

(10.48)*			Separation Agreement dated September 24, 2015 between the Company and Neeraj Sahai, as incorporated by reference from the Registrant’s Registration Statement on Form S-4 filed on October 30, 2015.

118

Table of Contents


(10.49)*			Letter Agreement dated February 18, 2016, with Imogen Dillon Hatcher regarding certain amendments to her Contract of Employment with McGraw-Hill International (U.K.) Limited, dated November 27, 2013, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016.

(10.50)*			Separation Agreement and Release dated October 30, 2015 between the Company and Lucy Fato, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016.

(10.51)*			Registrant’s Pay Recovery Policy, restated effective as of January 1, 2015, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.

(10.52)*			S&P Ratings Services Pay Recovery Policy, effective as of October 1, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.

(10.53)			Settlement Agreement dated February 2, 2015 among the Company, Standard & Poor's Financial Services LLC, the United States, acting through the Department of Justice, and various States and the District of Columbia, acting through their respective Attorneys General, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.

(10.54)*			S&P Global Inc. Management Supplemental Death & Disability Benefits Plan, Amended and Restated January 1, 2020, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.

(21)			Subsidiaries of the Registrant.

(22)			Subsidiary Guarantor of Guaranteed Securities

(23)			Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

(31.1)			Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

(31.2)			Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

(32)			Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(101.INS)			Inline XBRL Instance Document

(101.SCH)			Inline XBRL Taxonomy Extension Schema

(101.CAL)			Inline XBRL Taxonomy Extension Calculation Linkbase

(101.LAB)			Inline XBRL Taxonomy Extension Label Linkbase

(101.PRE)			Inline XBRL Taxonomy Extension Presentation Linkbase

(101.DEF)			Inline XBRL Taxonomy Extension Definition Linkbase

(101.LAB)			Inline XBRL Taxonomy Extension Label Linkbase

(101.PRE)			Inline XBRL Taxonomy Extension Presentation Linkbase

(101.DEF)			Inline XBRL Taxonomy Extension Definition Linkbase

(104)			Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)

* These exhibits relate to management contracts or compensatory plan arrangements.

119

Table of Contents

** Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission (the “SEC”) upon request.

120

Table of Contents

Item 16. Form 10-K Summary

None.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.




S&P Global Inc.
Registrant

By:

/s/ Douglas L. Peterson
Douglas L. Peterson
President and Chief Executive Officer

February ~~9, 2018~~8, 2022

Each individual whose signature appears below constitutes and appoints Douglas L. Peterson and Ewout L. Steenbergen, and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Form 10-K filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on February ~~9, 2018~~8, 2022 on behalf of the Registrant by the following persons who signed in the capacities as set forth below under their respective names.




/s/ Douglas L. Peterson
Douglas L. Peterson
President and Chief Executive Officer and Director

/s/ Ewout L. Steenbergen
Ewout L. Steenbergen
Executive Vice President and Chief Financial Officer

/s/ ~~Robert J. MacKay~~Christopher F. Craig
~~Robert J. MacKay~~Christopher F. Craig
Senior Vice President, Controller and ~~Corporate Controller~~Chief Accounting Officer

/s/ ~~Charles~~Richard E. ~~Haldeman, Jr.~~Thornburgh
~~Charles~~Richard E. ~~Haldeman, Jr.~~Thornburgh
Chairman of the Board and Director

/s/Marco Alverà
Marco Alverà
Director

/s/ William J. Amelio
William J. Amelio
Director

/s/ William D. Green
William D. Green
Director

/s/ Stephanie C. Hill
Stephanie C. Hill
Director

/s/Rebecca Jacoby
Rebecca Jacoby
Director

/s/Monique F. Leroux
Monique F. Leroux
Director

/s/ Ian Paul Livingston
Ian Paul Livingston
Director

/s/Maria R. Morris
Maria R. Morris
Director

~~/s/ Sir Michael Rake~~
~~Sir Michael Rake~~
~~Director~~

/s/Edward B. Rust, Jr.
Edward B. Rust, Jr.
Director

~~/s/Kurt L. Schmoke~~
~~Kurt L. Schmoke~~
~~Director~~

~~/s/Richard E. Thornburgh~~
~~Richard E. Thornburgh~~
~~Director~~

~~Table of Contents~~



~~Exhibit~~ ~~Number~~		~~Exhibit Index~~

~~(2.1~~	)	~~Purchase and Sale Agreement between the Registrant, McGraw-Hill Education LLC, various sellers named therein and MHE Acquisition, LLC, dated November 26, 2012, incorporated by reference from Registrant's Form 8-K filed November 26, 2012.~~/s/Kurt L. Schmoke
			Kurt L. Schmoke
~~(2.2~~			)	~~Amendment No. 1 to Sale Agreement, dated March 4, 2013, incorporated by reference from Registrant’s Form 8-K filed March 5, 2013.~~ Director

~~(2.3~~	)	~~Agreement and Plan of Merger, dated as of July 24, 2015, among the Company, Venus Sub LLC, SNL Financial LC and New Mountain Partners III (AIV-C), L.P., as incorporated by reference from the Registrant’s Form 8-K filed on July 29, 2015.~~

~~(2.4)~~		~~Stock and Asset Purchase Agreement between McGraw Hill Financial, Inc. and Jefferson Bidco Inc., dated as of April 15, 2016, incorporated by reference from the Registrant's Form 10-Q filed July 28, 2016.~~

~~(3.1)~~		~~Amended and Restated Certificate of Incorporation of Registrant, incorporated by reference from Registrant’s Form 8-K filed April 29, 2016.~~

~~(3.2)~~		~~By-Laws of Registrant, as amended and restated on April 27, 2016, incorporated by reference from the Registrant’s Form 8-K filed April 29, 2016.~~

~~(4.1~~	)	~~Indenture dated as of November 2, 2007 between the Registrant, as issuer, and The Bank of New York, as trustee, incorporated by reference from Registrant’s Form 8-K filed November 2, 2007.~~

~~(4.2~~	)	~~First Supplemental Indenture, dated January 1, 2009, between the Company and The Bank of New York Mellon, as trustee, incorporated by reference from Registrant’s Form 8-K filed January 2, 2009.~~

~~(4.3~~	)	~~Indenture dated as of May 26, 2015, among the Company, Standard & Poor's Financial Services LLC and U.S. Bank National Association, as trustee, as incorporated by reference from the Registrant’s Form 8-K filed on May 26, 2015.~~

~~(4.4)~~		~~First Supplemental Indenture dated as of May 26, 2015, among the Company, Standard & Poor's Financial Services LLC and U.S. Bank National Association, as trustee,~~ ~~as incorporated by reference from the Registrant’s Form 8-K filed on May 26, 2015.~~

~~(4.5)~~		~~Second Supplemental Indenture dated as of August 18, 2015, among the Company, Standard & Poor’s Financial Services LLC and U.S. Bank National Association, as trustee, as incorporated by reference from the Registrant’s Form 8-K filed on August 18, 2015.~~

~~(4.6)~~		~~Third Supplemental Indenture dated as of September 22, 2016, among S&P Global Inc., Standard & Poor’s Financial Services LLC and U.S. Bank National Association, as trustee, incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016.~~

~~(4.7)~~		~~Form of 2.500% Senior Note due 2018, as incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2015.~~

~~(4.8)~~		~~Form of 3.300% Senior Note due 2020, as incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2015.~~

~~(4.9)~~		~~Form of 4.000% Senior Note due 2025, as incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2015.~~

~~(4.10)~~		~~Form of 4.400% Senior Note due 2026, as incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2015.~~

~~(4.11)~~		~~Form of 2.950% Senior Note due 2027, incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016.~~

~~Table of Contents~~


				/s/ Gregory Washington
~~(10.1~~			)	~~Form of Indemnification Agreement between Registrant and each of its directors and certain of its executive officers, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2004.~~ Gregory Washington
			Director
(10.2)*				~~Registrant’s 2002 Stock Incentive Plan, as amended and restated as of January 1, 2016, incorporated by reference from the Registrant’s Form 10-Q filed April 26, 2016.~~

(10.3)*		~~Form of Performance Share Unit Terms and Conditions, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.~~

(10.4)*		~~Form of Performance Share Unit Terms and Conditions, as incorporated by reference from the Registrant’s Form 10-Q filed on April 28, 2015.~~

(10.5)*		~~Form of Performance Share Unit Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016.~~

(10.6)*		~~Form of Restricted Stock Unit Award Terms and Conditions, as incorporated by reference from the Registrant’s Form 10-Q filed on April 28, 2015.~~

(10.7)*		~~Form of Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016.~~

(10.8)*		~~Form of Stock Option Award, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013.~~

(10.9)*		~~Registrant’s Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2016, incorporated by reference from Registrant’s Form 10-Q filed November 3, 2016.~~

(10.10)*		~~Registrant’s Key Executive Short-Term Incentive Deferred Compensation Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.~~

(10.11)*		~~Resolutions terminating deferrals under the Key Executive Short-Term Deferred Compensation Plan, dated October 23, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.~~

(10.12)*		~~Registrant's Senior Executive Severance Plan, amended and restated as of January 1, 2016, incorporated by reference from the Registrant's Form 10-Q filed April 26, 2016.~~

~~(10.13)~~		$1,000,000,000 Four-Year Credit Agreement dated as of June 19, 2013 among the Registrant, Standard & Poor’s Financial Services LLC, as guarantor, the lenders listed therein, JP Morgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., as syndication agent~~, incorporated by reference from the Registrant’s Form 8-K filed June 20, 2013.~~

~~(10.14~~	)	Revolving Five-Year Credit Agreement, dated as of June 30, 2015, among the Company, Standard & Poor's Financial Services LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent~~, as incorporated by reference from the Registrant’s Form 8-K filed on July 1, 2015.~~

(10.15)*		~~Registrant’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.~~

(10.16)*		~~First Amendment to Registrant’s Employee Retirement Plan Supplement, effective as of January 1, 2009, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.~~

(10.17)*		~~Second Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.~~

(10.18)*		~~Third Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2012, incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.~~

~~Table of Contents~~

121



(10.19)*		~~Fourth Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of May 1, 2013, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013.~~

(10.20)*		~~Standard & Poor’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.~~

(10.21)*		~~First Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of December 2, 2009, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.~~

(10.22)*		~~Second Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.~~

(10.23)*		~~Third Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of January 1, 2012, incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.~~

(10.24)*		~~Fourth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013.~~

(10.25)*		~~Fifth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, dated December 23, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.~~

(10.26)*		~~Registrant’s 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2016, incorporated by reference from the Registrant's Form 10-Q filed April 26, 2016.~~

(10.27)*		~~Registrant’s Management Supplemental Death and Disability Benefits Plan, as amended and restated effective as of September 23, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.~~

(10.28)*		~~Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant's Form 10-K for the fiscal year ended December 31, 2007.~~

(10.29)*		~~Amendment to Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.~~

(10.30)*		Registrant's Director Retirement Plan, incorporated by reference from Registrant’s Form SE filed March 29, 1990 in connection with Registrant’s Form 10-K for the fiscal year ended December 31, 1989.

(10.31)*		Resolutions Freezing Existing Benefits and Terminating Additional Benefits under Registrant’s Directors Retirement Plan, as adopted on January 31, 1996, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 1996.

(10.32)*		~~Registrant’s Director Deferred Compensation Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.~~

(10.33)*		~~Registrant’s Director Deferred Stock Ownership Plan, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2010.~~

(10.34)*		~~Amendment dated December 9, 2011 to offer letter dated November 2, 2010 to Jack F. Callahan, Jr., Executive Vice President and Chief Financial Officer, incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.~~

(10.35)*		~~Amendment dated December 9, 2011 to offer letter dated October 27, 2010 to John L. Berisford, Executive Vice President, Human Resources, incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.~~

(10.36)*		~~Letter Agreement, dated July 11, 2013, with Harold McGraw III regarding his compensation arrangement for serving as Non-Executive Chairman of the Board, incorporated by reference from Registrant’s Form 8-K filed July 11, 2013.~~

~~Table of Contents~~



(10.37)*		~~Separation Agreement dated September 24, 2015 between the Company and Neeraj Sahai, as incorporated by reference from the Registrant’s Registration Statement on Form S-4 filed on October 30, 2015.~~

(10.38)*		~~Letter Agreement dated February 18, 2016, with Imogen Dillon Hatcher regarding certain amendments to her Contract of Employment with McGraw-Hill International (U.K.) Limited, dated November 27, 2013, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016.~~

(10.39)*		~~Separation Agreement and Release dated October 30, 2015 between the Company and Lucy Fato, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016.~~

(10.40)*		~~Registrant’s Pay Recovery Policy, restated effective as of January 1, 2015, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.~~

(10.41)*		~~S&P Ratings Services Pay Recovery Policy, effective as of October 1, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.~~

~~(10.42)~~		Settlement Agreement dated February 2, 2015 among the Company, Standard & Poor's Financial Services LLC, the United States, acting through the Department of Justice, and various States and the District of Columbia, acting through their respective Attorneys General~~, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.~~

~~(10.43~~	)	~~S&P Dow Jones Indices 2014 Long-Term Cash Incentive Compensation Plan dated April 1, 2014~~.

~~(10.44~~	)	~~S&P Global Inc. Management Supplemental Death & Disability Benefits Plan, Amended and Restated January 1, 2018~~.

~~(12)~~		~~Computation of Ratio of Earnings to Fixed Charges~~.

~~(21)~~		~~Subsidiaries of the Registrant~~.

~~(23)~~		~~Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm~~.

~~(31.1)~~		~~Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended~~.

~~(31.2)~~		~~Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended~~.

~~(32)~~		~~Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~.

~~(101.INS)~~		~~XBRL Instance Document~~

~~(101.SCH)~~		~~XBRL Taxonomy Extension Schema~~

~~(101.CAL)~~		~~XBRL Taxonomy Extension Calculation Linkbase~~

~~(101.LAB)~~		~~XBRL Taxonomy Extension Label Linkbase~~

~~(101.PRE)~~		~~XBRL Taxonomy Extension Presentation Linkbase~~

~~(101.DEF)~~		~~XBRL Taxonomy Extension Definition Linkbase~~

~~(101.LAB)~~		~~XBRL Taxonomy Extension Label Linkbase~~

~~(101.PRE)~~		~~XBRL Taxonomy Extension Presentation Linkbase~~

~~(101.DEF)~~		~~XBRL Taxonomy Extension Definition Linkbase~~

~~Table of Contents~~

* These exhibits relate to management contracts or compensatory plan arrangements.

~~Table of Contents~~

~~Item 16. Form 10-K Summary~~

~~None.~~

~~115~~



Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock — $1 par value	SPGI	New York Stock Exchange



			Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)			5364
Consolidated Statements of Income			5567
Consolidated Statements of Comprehensive Income			5668
Consolidated Balance Sheets			5769
Consolidated Statements of Cash Flows			5870
Consolidated Statements of Equity			5971
Notes to the Consolidated Financial Statements			6072
1 Accounting Policies			6072
2 Acquisitions and Divestitures			6679
3 Goodwill and Other Intangible Assets			7082
4 Taxes on Income			7284
5 Debt			7487
6 Derivative Instruments			7588
7 Employee Benefits			7791
8 Stock-Based Compensation			8397
9 Equity			8699
10 Earnings per Share			88102
11 Restructuring			89103
12 Segment and Geographic Information			89103
13 Commitments and Contingencies			91107
~~14 Quarterly Financial Information~~			94
~~15 Condensed Consolidating Financial Statements~~			95



þ☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	PART I
Item		Page
1	Business	6
1A.	Risk Factors	11
1B.	Unresolved Staff Comments	25
2	Properties	25
3	Legal Proceedings	25
4	Mine Safety Disclosures	25
	Information about our Executive Officers	26

	PART II

5	Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	28
6	[Reserved]	30
7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
7A.	Quantitative and Qualitative Disclosures about Market Risk	62
8.	Consolidated Financial Statements and Supplementary Data	63
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	110
9A.	Controls and Procedures	110
9B.	Other Information	110
9C.	Disclosure R egarding F oreign J urisdictions that P revent I nspections	110

	PART III

10	Directors, Executive Officers and Corporate Governance	112
11	Executive Compensation	112
12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	112
13	Certain Relationships and Related Transactions, and Director Independence	112
14	Principal Accounting Fees and Services	112

	PART IV

15	Exhibits and Financial Statement Schedules	114
	Schedule II — Valuation and Qualifying Accounts	115
	Exhibit Index and Exhibits	116
16	Form 10-K Summary	122
Signatures		122



	2017	2016
First Quarter	$133.08 - $108.49	$99.85 - $78.55
Second Quarter	150.40 - 127.60	112.75 - 95.83
Third Quarter	158.35 - 145.72	128.40 - 104.75
Fourth Quarter	174.07 - 153.25	127.68 - 107.21
Year	174.07 - 108.49	128.40 - 78.55



	2017		2016
$0.41 per quarter in 2017	$	1.64
$0.36 per quarter in 2016			$	1.44



(in millions)	Year ended December 31,									% Change ¹
	2017			2016			2015			’17 vs ’16	’16 vs ’15
Revenue	$	6,063		$	5,661		$	5,313		7%	7%
Operating profit ²	$	2,610		$	3,369		$	1,917		(23)%	76%
% Operating margin	43		%	60		%	36		%
Diluted earnings per share from net income	$	5.78		$	7.94		$	4.21		(27)%	89%



	2017 Compared to 2016
Corporate Bond Issuance	U.S.	Europe	Global
High-yield issuance	24%	63%	53%
Investment grade	8%	(2)%	1%
Total new issue dollars — Corporate issuance	10%	5%	6%



	Year Ended
	December 31, 2015
Risk-free average interest rate	0.2 - 1.9%
Dividend yield	1.4%
Volatility	21 - 39%
Expected life (years)	6.3
Weighted-average grant-date fair value per option	$	27.57



(in millions)
Current assets	$	29
Property, plant and equipment	19
Goodwill	1,574
Other intangible assets, net:
Databases and software	421
Customer relationships	162
Tradenames	185
Other intangibles	4
Other intangible assets, net	772
Other non-current assets	1
Total assets acquired	2,395
Current liabilities	(43		)
Unearned revenue	(117		)
Other non-current liabilities	(1		)
Total liabilities acquired	(161		)
Net assets acquired	$	2,234



(in millions)	December 31, 2016
Accounts receivable, net	$	4
Other assets	3
Assets of a business held for sale	$	7

Accounts payable and accrued expenses	$	3
Unearned revenue	7
Other liabilities	35
Liabilities of a business held for sale	$	45



(in millions)	Ratings			Market and Commodities Intelligence			Indices		Total
Balance as of December 31, 2015	$	114		$	2,392		$	376	$	2,882
Acquisitions	—			106			7		113
Dispositions	—			(35		)	—		(35		)
Other ¹	(5		)	(6		)	—		(11		)
Balance as of December 31, 2016	109			2,457			383		2,949
Other ¹	5			27			8		40
Balance as of December 31, 2017	$	114		$	2,484		$	391	$	2,989



(in millions)	2018		2019		2020		2021		2022
Amortization expense	$	95	$	88	$	82	$	70	$	68



(in millions)			Postretirement Plans ²
	Retirement ¹ Plans		Gross payments		Retiree contributions			Medicare subsidy ³		Net payments
2018	$	88	$	9	$	(3	)	$	—	$	6
2019	90		8		(3		)	—		5
2020	93		8		(2		)	—		6
2021	96		7		(2		)	—		5
2022	99		6		(2		)	—		4
2023-2027	527		24		(9		)	—		15



(in millions)	December 31, 2017
	Total		Level 1		Level 2		Level 3
Cash and short-term investments	$	10	$	10	$	—	$	—
Equities:
U.S. indexes ¹	50		50		—		—
U.S. growth and value	109		109		—		—
U.K.	5		5		—		—
International, excluding U.K.	45		45		—		—
Fixed income:
Long duration strategy ²	1,076		—		1,076		—
Intermediate duration securities	35		—		35		—
Agency mortgage backed securities	5		—		5		—
Asset backed securities	19		—		19		—
Non-agency mortgage backed securities ³	15		—		15		—
International, excluding U.K.	18		—		18		—
Real Estate
U.K. ⁴	39		—		—		39
Total	$	1,426	$	219	$	1,168	$	39
Collective investment funds	$	793
Total	$	2,219



(in millions)
Balance as of December 31, 2016	$	1,080
Net income attributable to noncontrolling interest	127
Distributions to noncontrolling interest	(117		)
Redemption value adjustment	260
Balance as of December 31, 2017	$	1,350



(in millions)	Foreign Currency Translation Adjustment			Pension and Postretirement Benefit Plans ¹			Unrealized Gain (Loss) on Forward Exchange Contracts ²			Unrealized Loss on Investment			Accumulated Other Comprehensive Loss
Balance as of December 31, 2016	$	(332	)	$	(443	)	$	2		—			$	(773	)
Other comprehensive income before reclassifications	93			30			9			(10		)	122
Reclassifications from accumulated other comprehensive loss to net earnings	—			11			(9		)	—			2
Net other comprehensive income	93			41			—			(10		)	124
Balance as of December 31, 2017	$	(239	)	$	(402	)	$	2		$	(10	)	$	(649	)



	2017 Restructuring Plan				2016 Restructuring Plan
(in millions)	Initial Charge Recorded		Ending Reserve Balance		Initial Charge Recorded		Ending Reserve Balance
Ratings	$	25	$	24	$	14	4
Market and Commodities Intelligence	9		5		10		3
Indices	—		—		1		—
Corporate	10		10		5		1
Total	$	44	$	39	$	30	$	8



(in millions)	Rent commitment		Sublease income			Net rent
2018	$	122	$	(17	)	$	105
2019	109		(17		)	92
2020	83		(3		)	80
2021	71		—			71
2022	69		—			69
2023 and beyond	516		—			516
Total	$	970	$	(37	)	$	933



(in millions, except per share data)	First quarter		Second quarter		Third quarter		Fourth quarter		Total year
2017
Revenue	$	1,453	$	1,509	$	1,513	$	1,589	$	6,063
Operating profit	$	648	$	677	$	658	$	628	$	2,610
Net income	$	430	$	457	$	452	$	299	$	1,638
Net income attributable to S&P Global common shareholders	$	399	$	421	$	414	$	263	$	1,496

Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic	$	1.54	$	1.63	$	1.62	$	1.03	$	5.84
Diluted	$	1.53	$	1.62	$	1.61	$	1.02	$	5.78

2016 ¹
Revenue	$	1,341	$	1,482	$	1,439	$	1,399	$	5,661
Operating profit	$	512	$	651	$	1,348	$	857	$	3,369
Net income	$	323	$	412	$	923	$	569	$	2,228
Net income attributable to S&P Global common shareholders	$	294	$	383	$	892	$	537	$	2,106

Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic	$	1.11	$	1.45	$	3.39	2.07		8.02
Diluted	$	1.10	$	1.44	$	3.36	2.05		7.94



	Statement of Income
	Year Ended December 31, 2017
(in millions)	S&P Global Inc.			Standard & Poor's Financial Services LLC			Non-Guarantor Subsidiaries			Eliminations			S&P Global Inc. Consolidated
Revenue	$	717		$	1,780		$	3,704		$	(138	)	$	6,063
Expenses:
Operating-related expenses	108			482			1,261			(138		)	1,713
Selling and general expenses	162			345			1,053			—			1,560
Depreciation	31			11			40			—			82
Amortization of intangibles	—			—			98			—			98
Total expenses	301			838			2,452			(138		)	3,453
Operating profit	416			942			1,252			—			2,610
Interest expense (income), net	163			—			(14		)	—			149
Non-operating intercompany transactions	365			(77		)	(2,463		)	2,175			—
(Loss) income before taxes on income	(112		)	1,019			3,729			(2,175		)	2,461
Provision for taxes on income	26			370			427			—			823
Equity in net income of subsidiaries	3,808			—			—			(3,808		)	—
Net income	3,670			649			3,302			(5,983		)	1,638
Less: net income attributable to noncontrolling interests	—			—			—			(142		)	(142		)
Net income attributable to S&P Global Inc.	$	3,670		$	649		$	3,302		$	(6,125	)	$	1,496
Comprehensive income	$	3,694		$	649		$	3,401		$	(5,982	)	$	1,762



	Statement of Income
	Year Ended December 31, 2016
(in millions)	S&P Global Inc.			Standard & Poor's Financial Services LLC			Non-Guarantor Subsidiaries			Eliminations			S&P Global Inc. Consolidated
Revenue	$	667		$	1,513		$	3,607		$	(126	)	$	5,661
Expenses:
Operating-related expenses	113			451			1,335			(126		)	1,773
Selling and general expenses	109			243			1,087			—			1,439
Depreciation	38			9			38			—			85
Amortization of intangibles	—			—			96			—			96
Total expenses	260			703			2,556			(126		)	3,393
Gain on dispositions	(1,072		)	—			(29		)	—			(1,101		)
Operating profit	1,479			810			1,080			—			3,369
Interest expense (income), net	191			—			(10		)	—			181
Non-operating intercompany transactions	356			(83		)	(941		)	668			—
Income before taxes on income	932			893			2,031			(668		)	3,188
Provision for taxes on income	275			420			265			—			960
Equity in net income of subsidiaries	2,412			294			—			(2,706		)	—
Net income	3,069			767			1,766			(3,374		)	2,228
Less: net income attributable to noncontrolling interests	—			—			—			(122		)	(122		)
Net income attributable to S&P Global Inc.	$	3,069		$	767		$	1,766		$	(3,496	)	$	2,106
Comprehensive income	$	3,099		$	767		$	1,563		$	(3,374	)	$	2,055



	Statement of Income
	Year Ended December 31, 2015
(in millions)	S&P Global Inc.			Standard & Poor's Financial Services LLC		Non-Guarantor Subsidiaries			Eliminations			S&P Global Inc. Consolidated
Revenue	$	624		$	2,141	$	2,663		$	(115	)	$	5,313
Expenses:
Operating-related expenses	137			737		959			(115		)	1,718
Selling and general expenses	184			254		1,094			—			1,532
Depreciation	40			18		32			—			90
Amortization of intangibles	—			—		67			—			67
Total expenses	361			1,009		2,152			(115		)	3,407
Gain on disposition	—			—		(11		)	—			(11		)
Operating profit	263			1,132		522			—			1,917
Interest expense (income), net	112			—		(10		)	—			102
Non-operating intercompany transactions	282			222		(504		)	—			—
(Loss) income before taxes on income	(131		)	910		1,036			—			1,815
(Benefit) provision for taxes on income	(107		)	358		296			—			547
Equity in net income of subsidiaries	1,473			272		—			(1,745		)	—
Net income	1,449			824		740			(1,745		)	1,268
Less: net income attributable to noncontrolling interests	—			—		—			(112		)	(112		)
Net income attributable to S&P Global Inc.	$	1,449		$	824	$	740		$	(1,857	)	$	1,156
Comprehensive income	$	1,446		$	822	$	655		$	(1,741	)	$	1,182



	Balance Sheet
	December 31, 2017
(in millions)	S&P Global Inc.			Standard & Poor's Financial Services LLC			Non-Guarantor Subsidiaries			Eliminations			S&P Global Inc. Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	632		$	—		$	2,147		$	—		$	2,779
Accounts receivable, net of allowance for doubtful accounts	138			152			1,029			—			1,319
Intercompany receivable	768			1,784			2,527			(5,079		)	—
Prepaid and other current assets	143			(3		)	86			—			226
Total current assets	1,681			1,933			5,789			(5,079		)	4,324
Property and equipment, net of accumulated depreciation	158			10			107			—			275
Goodwill	261			—			2,719			9			2,989
Other intangible assets, net	—			—			1,388			—			1,388
Investments in subsidiaries	8,364			5			8,028			(16,397		)	—
Intercompany loans receivable	116			—			1,699			(1,815		)	—
Other non-current assets	215			61			174			(1		)	449
Total assets	$	10,795		$	2,009		$	19,904		$	(23,283	)	$	9,425
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	79		$	23		$	93		$	—		$	195
Intercompany payable	3,433			492			1,154			(5,079		)	—
Accrued compensation and contributions to retirement plans	145			86			241			—			472
Short-term debt	399			—			—			—			399
Income taxes currently payable	2			—			75			—			77
Unearned revenue	293			193			1,127			—			1,613
Accrued legal settlements	—			2			105			—			107
Other current liabilities	136			21			194			—			351
Total current liabilities	4,487			817			2,989			(5,079		)	3,214
Long-term debt	3,170			—			—			—			3,170
Intercompany loans payable	101			—			1,715			(1,816		)	—
Pension and other postretirement benefits	180			—			64			—			244
Other non-current liabilities	376			74			229			—			679
Total liabilities	8,314			891			4,997			(6,895		)	7,307
Redeemable noncontrolling interest	—			—			—			1,350			1,350
Equity:
Common stock	412			—			2,318			(2,318		)	412
Additional paid-in capital	(216		)	602			9,256			(9,117		)	525
Retained income	12,156			516			3,782			(6,429		)	10,025
Accumulated other comprehensive loss	(269		)	—			(426		)	46			(649		)
Less: common stock in treasury	(9,602		)	—			(23		)	23			(9,602		)
Total equity - controlling interests	2,481			1,118			14,907			(17,795		)	711
Total equity - noncontrolling interests	—			—			—			57			57
Total equity	2,481			1,118			14,907			(17,738		)	768
Total liabilities and equity	$	10,795		$	2,009		$	19,904		$	(23,283	)	$	9,425



	Statement of Cash Flows
	Year Ended December 31, 2017
(in millions)	S&P Global Inc.			Standard & Poor's Financial Services LLC			Non-Guarantor Subsidiaries			Eliminations			S&P Global Inc. Consolidated
Operating Activities:
Net income	$	3,670		$	649		$	3,302		$	(5,983	)	$	1,638
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	31			11			40			—			82
Amortization of intangibles	—			—			98			—			98
Provision for losses on accounts receivable	2			3			11			—			16
Deferred income taxes	108			(10		)	(98		)	—			—
Stock-based compensation	35			22			42			—			99
Accrued legal settlements	—			—			55			—			55
Other	34			19			43			—			96
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable	(2		)	(23		)	(171		)	—			(196		)
Prepaid and current assets	(5		)	3			12			—			10
Accounts payable and accrued expenses	22			97			(44		)	—			75
Unearned revenue	19			2			64			—			85
Accrued legal settlements	—			(1		)	(3		)	—			(4		)
Other current liabilities	(42		)	(12		)	(31		)	—			(85		)
Net change in prepaid/accrued income taxes	41			(18		)	9			—			32
Net change in other assets and liabilities	7			(6		)	14			—			15
Cash provided by operating activities	3,920			736			3,343			(5,983		)	2,016
Investing Activities:
Capital expenditures	(55		)	(32		)	(36		)	—			(123		)
Acquisitions, net of cash acquired	—			—			(83		)	—			(83		)
Proceeds from dispositions	—			—			2			—			2
Changes in short-term investments	—			—			(5		)	—			(5		)
Cash used for investing activities	(55		)	(32		)	(122		)	—			(209		)
Financing Activities:
Dividends paid to shareholders	(421		)	—			—			—			(421		)
Distributions to noncontrolling interest holders	—			—			(111		)	—			(111		)
Repurchase of treasury shares	(1,001		)	—			—			—			(1,001		)
Exercise of stock options	68			—			7			—			75
Employee withholding tax on share-based payments	(49		)	—			—			—			(49		)
Intercompany financing activities	(2,546		)	(704		)	(2,733		)	5,983			—
Cash used for financing activities	(3,949		)	(704		)	(2,837		)	5,983			(1,507		)
Effect of exchange rate changes on cash from continuing operations	5			—			82			—			87
Net change in cash and cash equivalents	(79		)	—			466			—			387
Cash and cash equivalents at beginning of year	711			—			1,681			—			2,392
Cash and cash equivalents at end of year	$	632		$	—		$	2,147		$	—		$	2,779

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)