SPGI 10-K Annual Report Dec. 31, 2023 | Alphaminr
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SPGI 10-K Fiscal year ended Dec. 31, 2023

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S&P GLOBAL INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Consolidated Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(2.1) 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 Registrants Form 8-K filed November 30, 2020. (2.3) Asset Purchase Agreement, by and between S&P Global Inc. and Factset Research Systems Inc., dated as of December 24, 2021, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2021. (2.4)* Securities and Asset Purchase Agreement dated as of January 14, 2023 between IHS Markit Ltd. and Allium Buyer LLC, incorporated by reference from the Registrant's Form 10-Q filed on April 27, 2023. (2.5)* Acknowledgment and Amendment No. 2 to Securities and Asset Purchase Agreement dated as of May 2, 2023 between IHS Markit Ltd. and Allium Buyer LLC, incorporated by reference from the Registrant's Form 10-Q filed on July 27, 2023. (3.1) Amended and Restated Certificate of Incorporation of Registrant, as amended and restated on May 13, 2020, incorporated by reference from Registrants Form 8-K filed May 18, 2020. (3.2) Amended and Restated By-Laws of Registrant, as amended and restated on September 27, 2023, incorporated by reference from the Registrants Form 8-K filed October 2, 2023. (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 Registrants 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 Registrants 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, incorporated by reference from the Registrants 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,incorporated by reference from the Registrants Form 8-K filed on May 26, 2015. (4.5) Second Supplemental Indenture dated as of August 18, 2015, among the Company, Standard & Poors Financial Services LLC and U.S. Bank National Association, as trustee, incorporated by reference from the Registrants 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 & Poors 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 & Poors 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 November26, 2019, among the Company, Standard& Poors 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. (4.9) Sixth Supplemental Indenture dated as of August 13, 2020, among the Company, Standard & Poors 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) Seventh Supplemental Indenture dated as of March 2, 2022, among the Company, Standard & Poors Financial Services LLC, and U.S. Bank National Association, as trustee, incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022. (4.11) Eighth Supplemental Indenture dated as of March 18, 2022, among the Company, Standard & Poors Financial Services LLC, and U.S. Bank National Association, as trustee, incorporated by reference from the Registrant's Form 8-K filed on March 18, 2022. (4.12) Ninth Supplemental Indenture dated as of September 12, 2023, among the Company, Standard & Poors Financial Services LLC, and U.S. Bank Trust Company, National Association, as trustee, incorporated by reference from the Registrant's Form 8-K filed on September 12, 2023. (4.13) 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. (4.14) Form of 4.000% Senior Note due 2025, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2015. (4.15) Form of 2.950% Senior Note due 2027, incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016. (4.16) 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. (4.17) 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. (4.18) 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. (4.19) Form of 4.750% Senior Note due 2028 (included in Ex. 4.2 of the referenced Form 8-K), incorporated by reference from the Registrant's Form 8-K filed March 2, 2022. (4.20) Form of 4.250% 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 March 2, 2022. (4.21) Form of 5.250% Senior Note due 2033 (included in Ex. 4.2 of the referenced Form 8-K), incorporated by reference from the Registrant's Form 8-K filed September 12, 2023. (4.22) Registration Rights Agreement dated as of March 2, 2022, among the Company, Standard & Poors Financial Services LLC, and the initial purchasers therein, incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022. (4.23) Registration Rights Agreement dated as of March 18, 2022, among the Company, Standard & Poors Financial Services LLC, and the initial purchasers therein, incorporated by reference from the Registrant's Form 8-K filed on March 18, 2022. (4.24) Registration Rights Agreement dated as of September 12, 2023, among the Company, Standard & Poor's Financial Services LLC, and the initial purchasers therein, incorporated by reference from the Registrant's Form 8-K filed on September 12, 2023. (4.25) Form of 2.450% Senior Note due 2027 (included in Ex. 4.2 of the referenced Form 8-K), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. (4.26) Form of 2.700% Sustainability-Linked 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 March 18, 2022. (4.27) Form of 2.900% Senior Note due 2032 (included in Ex. 4.2 of the referenced Form 8-K), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. (4.28) Form of 3.700% Senior Note due 2052 (included in Ex. 4.2 of the referenced Form 8-K), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. (4.29) Form of 3.900% Senior Note due 2062 (included in Ex. 4.2 of the referenced Form 8-K), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. (4.30) Description of the Registrant's Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2019. (10.1)** Registrants 2002 Stock Incentive Plan, as amended and restated as of January 1, 2016, incorporated by reference from the Registrants Form 10-Q filed April 26, 2016. (10.2)** Registrants 2019 Stock Incentive Plan, incorporated by reference from Appendix A to the Registrants Definitive Proxy Statement on Schedule 14A filed on March 25, 2019. (10.3)** Form of 2021 Performance Share Unit Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021. (10.4)** Form of 2022 Performance Share Unit Terms and Conditions, incorporated by reference from the Registrants Form 10-Q filed on August 3, 2022. (10.5)** Form of 2023 Performance Share Unit Award Terms and Conditions, incorporated by reference from the Registrants Form 10-Q filed on April 27, 2023. (10.6)** 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. (10.7)** Form of 2022 Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022. (10.8)** Form of 2023 Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 27, 2023. (10.9)** 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. (10.10)** Form of 2022 Performance-Vesting Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022. (10.11)** 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. (10.12)** Form of S&P Dow Jones Indices 2022 Long-Term Cash Incentive Compensation Plan, incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022. (10.13)** Form of S&P Dow Jones Indices 2023 Long-Term Cash Incentive Compensation Plan, incorporated by reference from the Registrant's Form 10-Q filed on April 27, 2023. (10.14)** Form of Stock Option Award, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended 2013. (10.15)** Form of 2022 Long-Term Cash Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022. (10.16)** IHS Markit Ltd. Amended and Restated 2014 Equity Incentive Award Plan, incorporated by reference from IHS Markit Ltd.'s Form 10-Q filed on March 26, 2019. (10.17)** IHS Markit Ltd. 2014 Equity Incentive Award Plan - 2021 Form of Performance Share Unit Agreement, incorporated by reference from IHS Markit Ltd.'s Form 10-Q filed on March 23, 2021. (10.18)** IHS Markit Ltd. 2014 Equity Incentive Award Plan - 2021 Form of Performance Share Unit Agreement (PUP), incorporated by reference from IHS Markit Ltd.'s Form 10-K filed on January 24, 2022. (10.19)** Registrants Key Executive Short-Term Incentive Deferred Compensation Plan, as amended and restated as of January 1, 2008, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2007. (10.20)** 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. (10.21)** Registrants Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2017, incorporated by reference from the Registrants Form 10-Q filed October 26, 2017. (10.22)** Registrant's Senior Executive Severance Plan, amended and restated as of May 8, 2019, incorporated by reference from the Registrant's Form 10-Q filed August 1, 2019. (10.23) 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 Registrants Form 10-Q filed July 29, 2021. (10.24)** Registrants Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2007. (10.25)** First Amendment to Registrants Employee Retirement Plan Supplement, effective as of January 1, 2009, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2009. (10.26)** Second Amendment to Registrants Employee Retirement Plan Supplement, effective generally as of January 1, 2010, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2009. (10.27)** Third Amendment to Registrants Employee Retirement Plan Supplement, effective generally as of January 1, 2012, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2011. (10.28)** Fourth Amendment to Registrants 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. (10.29)** Fifth Amendment to Registrants Employee Retirement Plan Supplement, effective generally as of January 1, 2020, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2019. (10.30)** Sixth Amendment to Registrants Employee Retirement Plan Supplement, effective generally as of January 1, 2021, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2020. (10.31)** Standard & Poors Employee Retirement Plan Supplement, as amended and restated as of January1, 2008, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December31, 2009. (10.32)** First Amendment to Standard & Poors Employee Retirement Plan Supplement, effective as of December 2, 2009, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2009. (10.33)** Second Amendment to Standard & Poors Employee Retirement Plan Supplement, effective as of January 1, 2010, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2009. (10.34)** Third Amendment to Standard & Poors Employee Retirement Plan Supplement, effective as of January 1, 2012, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2011. (10.35)** Fourth Amendment to Standard & Poors 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. (10.36)** Fifth Amendment to Standard & Poors 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. (10.37)** Sixth Amendment to Standard & Poors Employee Retirement Plan Supplement, effective generally as of January 1, 2020, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2019. (10.38)** Seventh Amendment to Standard & Poors Employee Retirement Plan Supplement, effective generally as of January 1, 2021, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2020. (10.39)** Registrant's 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2023, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2022. (10.40)** Amendment No. 1 to Registrant's 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2023, effective as of January 1, 2024. (10.41)** Registrants Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, 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, 2007. (10.42)** Amendment to Registrants Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, effective as of January 1, 2010, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2009. (10.45)** Registrants Director Deferred Compensation Plan, as amended and restated as of January 1, 2008, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2007. (10.46)** Registrants Director Deferred Stock Ownership Plan, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2010. (10.47)** Registrants Director Deferred Stock Ownership Plan as Amended and Restated effective January 1, 2017, incorporated by reference from the Registrants Form 10-Q filed July 27, 2017. (10.48)** Registrants Amended and Restated Director Deferred Stock Ownership Plan, incorporated by reference from Appendix B to the Registrants Definitive Proxy Statement on Schedule 14A filed on March 25, 2019. (10.49)** Term Sheet dated January 7, 2021 between the Registrant and Adam Kansler, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2022. (10.50)** Side letter dated July 25, 2023 to letter agreement dated December 11, 2020 to Steve Kemps, Executive Vice President and Chief Legal Officer, incorporated by reference from the Registrant's Form 10-Q filed on July 27, 2023. (10.51)** 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. (10.52)** S&P Global Inc. Management Supplemental Death & Disability Benefits Plan, Amended and Restated January 1, 2020, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2019. (10.53) Amendment No. 1 and Increasing Lender Supplement, dated as of February 25, 2022, among the Company, Standard & Poor's Financial Services LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, incorporated by reference from the Registrant's Form 8-K filed on February 28, 2022. (10.54) Master Confirmation between the Company and Citibank, N.A. dated as of March 1, 2022, incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022. (10.55) Master Confirmation between the Company and Goldman Sachs & Co. LLC dated as of March 1, 2022, incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022. (10.56) Master Confirmation between the Company and Mizuho Markets Americas LLC dated as of March 1, 2022, incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022. (21) Subsidiaries of the Registrant. (22) Subsidiary Guarantor of Guaranteed Securities, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2021. (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. (97) Registrant's Financial Statement Compensation Recoupment Policy, dated as of June 27, 2023.