S&P Global (SPGI) 10-K risk factor changes: FY2020 vs FY2019

[removed: | • |] [added: -] Our business is impacted by general economic conditions and volatility in the [removed: United States] [added: U.S.] and world financial markets. [removed: |]

[removed: | • | 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 [added: of] pandemic or contagious diseases introduce volatility and uncertainty into the global capital and commodities markets and negatively impact general economic conditions. [removed: 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. |]

[removed: | • | 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. [removed: |]

[removed: | • | 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. [removed: |]

[removed: | • |] [added: -] 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 [removed: |][added: 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.]

[removed: trading and/or the types of credit-sensitive products being offered, any] [added: - Any] of [removed: which] [added: the foregoing] could have a material adverse effect on our business, financial condition or results of operations.

[removed: | • | 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. [removed: |]

[removed: | • |] [added: -] 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. [removed: |]

[removed: | • |] [added: -] The foregoing factors generally affect our performance and could have a material adverse effect on our business, financial condition or results of operations. [removed: |]

[removed: | • |] [added: -] 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. [removed: |]

[removed: | • |] [added: -] 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. [removed: The cyber risks the Company faces range from cyber attacks 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. |]

[removed: | • | We experience cyber attacks 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. [removed: |]

[removed: | • |] [added: -] 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. [removed: |]

[removed: | • |] [added: -] 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. [removed: |]

[removed: | • |] [added: -] 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. [removed: |]

[removed: | • | 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. [removed: |]

[removed: | • | 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. [removed: |]

[removed: | • |] [added: -] 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. [removed: 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 |]

[removed: | • |] [added: -] 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. [removed: |]

[removed: | • | 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. [removed: |]

[removed: | • | Any of the foregoing] [added: A disruption to our operations or infrastructure] could have a material adverse effect on our business, financial condition or results of operations. [removed: |]

[removed: | ◦ | 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, [removed: if despite our best efforts] an inadvertent failure to comply with federal, state, or international privacy-related or data protection laws and regulations [removed: should occur, this] [added: despite our best efforts] could result in proceedings against us by governmental entities or others. [removed: |]

[removed: | ◦ |] [added: -] 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. [removed: 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. |]

[removed: | ◦ | 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 (“EU”) and elsewhere could impact our processing of personal and sensitive information of our employees, vendors and customers. [removed: |]

[removed: | ◦ | The EU's comprehensive General Data Privacy Regulation (the “GDPR”) became fully effective in 2018.] GDPR requires companies to satisfy 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. [removed: |]

[removed: | ◦ | Failure to comply with] GDPR [removed: 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. [removed: |]

[removed: | ◦ |] The [removed: California Consumer Privacy Act (“CCPA”) became fully effective January 1, 2020, requiring, among other things, covered companies to provide new disclosures to California consumers, and afford such consumers new abilities to opt-out of certain sales of personal information. The] CCPA provides a new private right of action for data breaches and requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices and allow consumers to opt out of certain data sharing with third parties. [removed: |]

[removed: | ◦ |] [added: -] 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. [removed: Such failure to properly respond could also result in similar exposure to liability. |]

[removed: | ◦ | In addition, other jurisdictions, including China, are considering imposing or have already imposed additional restrictions.] These [removed: laws and regulations] [added: 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. [removed: |]

[removed: | ◦ | 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. [removed: 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. |]

[removed: | ◦ |] [added: -] We may also from time to time be subject to, or face assertions that we are subject to, additional obligations relating to personal data by contract or due to assertions that self-regulatory obligations or industry standards apply to our practices. [removed: |]

[removed: | • |] [added: -] 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. [removed: |]

[removed: | • | Many of these proceedings, investigations and inquiries relate to the activity of our Ratings, Indices, and 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 our regulated activities and antitrust matters. [removed: |]

[removed: | • |] [added: -] 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. [removed: |]

[removed: | • |] [added: -] 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. [removed: 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. |]

[removed: | • |] [added: -] 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. [removed: |]

[removed: | • |] [added: -] 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. [removed: |]

[removed: | • | 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. [removed: 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. |]

[removed: | • |] [added: -] 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. [removed: |]

[removed: | • |] The [removed: 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. [removed: |]

Merger Risks

The Merger is subject to conditions, some or all 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 (the “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 a wholly-owned, our direct subsidiary.

Completion of the Merger is subject to a number of conditions, including, among other things, the receipt of approval from our shareholders and the shareholders of IHS Markit, and 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.

In addition, the ongoing COVID-19 pandemic could delay the receipt of certain regulatory approvals.

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.

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 addition, shareholders of both S&P Global and IHS Markit have initiated private actions challenging, seeking to enjoin or seeking to impose conditions on the Merger.

We may be required to devote significant resources to resolve such matters which may have a negative effect on our ability to complete the Merger and if we do complete the Merger may have a material adverse effect on our financial position, results of operations and cash flows.

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 and our board seeks another business combination, shareholders cannot be certain that we will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that IHS Markit has agreed to in the Merger Agreement; 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 its expenses relating to the Merger, such as legal, accounting and financial advisory fees, whether or not the Merger is completed.

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

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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 is pending, which could adversely affect our business and operations.

In connection with the pendency of the Merger, 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 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 is completed.

In addition, under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of its business prior to completing the Merger, which may adversely affect our ability to execute certain of its 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; and unforeseen expenses or delays associated with the Merger.

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 the integration of the IHS Markit and our businesses.

We expect to incur substantial expenses, and devote significant resources, in connection with the completion of the Merger 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 anticipated synergies of the Merger and the business, financial condition and results of operations of the combined company.

The integration process and other disruptions 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.

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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.

| | |

| --- | --- |

vendors, but such precautions are not guaranteed to deter misconduct.

| ◦ | Compliance with the GDPR, the CCPA and other current and future applicable international and U.S. privacy, cybersecurity and related laws can be costly and time-consuming. Significant capital investments and other expenditures could also be required to remedy cybersecurity problems and prevent future breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been breached. 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. |

| • | Market Intelligence operates regulated investment advisory businesses in the United States and the European Union. This business and other Market Intelligence businesses may increasingly become subject to new or more stringent regulations that will increase the cost of doing business, which could have a material adverse effect on our business, financial condition or results of operations. |

| • | Further, certain of our products rely on proprietary methodologies, models and processes that are subject to various internal governance and control frameworks. Despite ongoing review and quality assurance processes, these methodologies, models and processes as well as their respective inputs may also contain undetected errors or defects that may damage our reputation and the costs associated with remediating such errors may have an impact on our profitability. |

| • | 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 jurisdictions such as referenced above may significantly increase our vulnerability as regards unauthorized disclosure or use of our intellectual property and undermine our competitive position. |

| • | The Tax Cuts and Jobs Act (the “TCJA”) enacted in 2017 in the United States significantly changed 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. While lower than usual issuance following effectiveness of the TCJA initially impacted our business, at this time, we cannot assess what the overall effect of such legislation could be on our results of operations or cash flows over the longer term. In addition, the TCJA is unclear in certain respects and will require interpretations and implementing regulations by the Internal Revenue Service, as well as state tax authorities, and the TCJA could be subject to amendments and technical corrections, any of which could lessen or increase the impacts of the TCJA. |

| • | 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. In particular, our Ratings business will, for the first time, be subject to regulation by the Financial Conduct Authority effective January 1, 2021. |

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

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, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

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, [removed: 2019,] [added: 2020,] which have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).

[removed: | • |] [added: -] Overview [removed: |]

[removed: | • |] [added: -] Results of Operations [removed: |]

[removed: | • |] [added: -] Liquidity and Capital Resources [removed: |]

[removed: | • |] [added: -] Reconciliation of Non-GAAP Financial Information [removed: |]

[removed: | • |] [added: -] Critical Accounting Estimates [removed: |]

[removed: | • |] [added: -] Recent Accounting Standards [removed: |]

[removed: | • |] [added: -] Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks. [removed: |]

[removed: | • |] [added: -] Market Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services. [removed: |]

[removed: | • |] [added: -] Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets. [removed: |]

[removed: | • |] [added: -] Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors. [removed: |]

[removed: | • |] [added: -] In January of 2020, we completed the acquisition of the ESG Ratings Business from RobecoSAM, which includes the widely followed SAM* Corporate Sustainability Assessment, an annual evaluation of companies' sustainability practices. [removed: The acquisition will bolster our position as the premier resource for essential environmental, social, and governance ("ESG") insights and product solutions for our customers. Through this acquisition, we will be able to offer our customers even more transparent, robust and comprehensive ESG solutions. |]

The following significant [removed: change was] [added: changes were] made to our portfolio during the three years ended December 31, [removed: 2019:][added: 2020:]

[removed: | • | In April of 2018, we acquired] Kensho [removed: Technologies Inc. ("Kensho") for approximately $550 million, net of cash acquired, in a mix of cash and stock. Kensho] is a leading-edge provider of next-generation analytics, artificial intelligence, machine learning, and data visualization systems to Wall Street's premier global banks and investment institutions, as well as the National Security community. [removed: Beginning in the first quarter of 2019, the contract obligations for revenue from Kensho's major customers were transferred to Market Intelligence for fulfillment. As a result of this transfer, from January 1, 2019 |]

[added: As a result of this transfer, from January 1, 2019] revenue from contracts with Kensho’s customers is reflected in Market Intelligence’s results.

[removed: *Increased Shareholder] [added: *Shareholder] Return*

During the three years ended December 31, [removed: 2019,] [added: 2020,] we have returned approximately [removed: $5.4] [added: $5.8] billion to our shareholders through a combination of share repurchases and our quarterly dividends: we completed share repurchases of approximately [removed: $3.9] [added: $4.1] billion and distributed regular quarterly dividends totaling approximately [removed: $1.5] [added: $1.7] billion.

Also, on January [removed: 29, 2020] [added: 27, 2021] the Board of Directors approved an increase in the quarterly common stock dividend from [removed: $0.57] [added: $0.67] per share to [removed: $0.67] [added: $0.77] per share.

| (in millions) | [added: | |] Year ended December 31, | | | | | | | | | | | | [added: | | | | | |] % Change 1 | | | [added: | | | | | |]

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: ’20 vs ’19] | | [added: | | | |] ’19 vs ’18 | | [removed: ’18 vs ’17] |

| Revenue | [added: | |] $ | [added: 7,442 | | | | | $ |] 6,699 | | | [added: | |] $ | 6,258 | | | [removed: $] | [removed: 6,063] | [added: 11%] | | [added: | | | |] 7% | | [removed: 3%] |

| Operating profit 2 | [added: | |] $ | [added: 3,617 | | | | | $ |] 3,226 | | | [added: | |] $ | 2,790 | | | [removed: $] | [removed: 2,583] | [added: 12%] | | [added: | | | |] 16% | | [removed: 8%] |

| % Operating margin | [added: | | 49 | | % | | | |] 48 | | % | | [added: | |] 45 | | % | | [removed: 43] | | [removed: %] | | | | | [added: | | | |]

| Diluted earnings per share from net income | [added: | |] $ | [added: 9.66 | | | | | $ |] 8.60 | | | [added: | |] $ | 7.73 | | | [removed: $] | [removed: 5.78] | [added: 12%] | | [added: | | | |] 11% | | [removed: 34%] |

[removed: |] 1 [removed: |] % changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented. [removed: |]

[removed: | 2 |] 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. [removed: 2018 includes legal settlement expenses of $74 million, Kensho retention related expense of $31 million, restructuring charges related to a business disposition and employee severance charges of $25 million and lease impairments of $11 million. 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 and an asset write-off of $2 million. 2019 and 2018 also includes amortization of intangibles from acquisitions of $122 million and 2017 includes amortization of intangibles from acquisitions of $ $98 million. |]

The increase at Indices was due to higher levels of assets under management for [removed: exchange traded funds ("ETFs")] [added: ETFs] and mutual funds.

[removed: *2018*][added: | | | | | | | December 31, 2018 | | |]

[removed: Revenue] [added: Operating profit] increased [removed: 3%] [added: 4%,] with a [removed: 1] [added: 3] percentage point favorable impact from foreign exchange rates.

[removed: The increase] [added: Revenue growth] at Market Intelligence was driven by annualized contract value growth in [removed: the] Market Intelligence Desktop [removed: and] [added: products,] Credit Risk Solutions [removed: products.][added: and Data Management Solutions.]

Revenue growth at Indices was [removed: driven by] [added: due to] higher [removed: levels of] assets under management for [removed: ETFs] [added: exchange traded funds ("ETFs")] and mutual funds, [added: an increase in exchange-traded derivatives revenue] and higher [removed: exchange-traded derivative volumes.][added: data subscription revenue.]

The [added: revenue] increase at Platts was [added: primarily] due to continued demand for market [removed: data and] [added: data,] price assessment [added: and analytics] products.

Operating profit increased [removed: 8%] [added: 25%,] with a 2 percentage point favorable impact from foreign exchange rates.

Excluding the [removed: unfavorable] impact of [removed: higher legal settlement expenses] [added: a technology-related impairment charge] in [removed: 2018] [added: 2020] of less than 1 percentage point, [removed: Kensho retention related expense] [added: lease-related costs] in [removed: 2018] [added: 2020] of less than 1 percentage [removed: point,] [added: point] and higher [removed: deal-related] amortization [added: of intangible assets] in [removed: 2018] [added: 2020] of less than 1 percentage point, partially offset by [removed: the favorable impact of] higher employee severance charges in [removed: 2017 of less than1 percentage point, the favorable impact of non-cash acquisition and disposition-related adjustments in 2017] [added: 2019] of less than 1 percentage point, operating profit increased [removed: 8%.][added: 25%.]

In [removed: 2020,] [added: 2021,] we will strive to deliver on our strategic priorities in the following key areas:

[removed: | • | Modernizing and] [added: - Prioritizing customer preferences, while] enhancing [added: and adjusting] the delivery of our products across multiple channels [removed: (e.g.,] [added: such as feeds and APIs; and delivering on] S&P Global [removed: Platform, MI Smart move, feeds, application programming interfaces); |][added: Platform initiatives;]

[removed: | • | Modernizing our workplace to improve] [added: - Improving] end-user productivity and [removed: experience, enabling] [added: experience by providing] our employees [removed: to innovate] [added: with the tools] and [added: processes to] better serve our customers; [removed: |]

[removed: | • | Promoting] [added: - Encouraging] career mobility [removed: and] [added: through career coaching, while] attracting and retaining the best people; and [removed: |]

Further projections and discussion on our [removed: 2020] [added: 2021] outlook for our segments can be found within “ – Results of Operations”.

The acquisition will bolster our position as the premier resource for essential environmental, social, and governance ("ESG") insights and product solutions for our customers.

Through this acquisition, we will be able to offer our customers even more transparent, robust and comprehensive ESG solutions.

- In April of 2018, we acquired Kensho Technologies Inc. ("Kensho") for approximately $550 million, net of cash acquired, in a mix of cash and stock.

Beginning in the first quarter of 2019, the contract obligations for revenue from Kensho's major customers were transferred to Market Intelligence for fulfillment.

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

2 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.

2018 includes legal settlement expenses of $74 million, Kensho retention related expense of $31 million, restructuring charges related to a business disposition and employee severance charges of $25 million and lease impairments of $11 million.

2020 also includes amortization of intangibles from acquisitions of $123 million and 2019 and 2018 includes amortization of intangibles from acquisitions of $122 million.

*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.

Excluding the impact of a higher lease impairment charges in 2020 of 3 percentage points, 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 Standard & Poor's Investment Advisory Services LLC ("SPIAS") and IHS Markit merger costs in 2020 of 1 percentage point, operating profit increased 18%.

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 COVID-19, partially offset by an increase in incentive costs and higher compensation costs driven by annual merit increases and additional headcount.

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We are closely monitoring the impact of the outbreak of COVID-19 on all aspects of our business.

While COVID-19 did not have a material adverse effect on our reported results for the year ended December 31, 2020, we are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows.

*•*Meeting or exceeding revenue growth and EBITA margin targets with particular focus on accelerating growth in the greater Asia Pacific region;

- Funding organic opportunities and pursuing disciplined acquisitions, investments and partnerships to support our key growth areas;

- Taking a lead role in the market regarding ESG disclosures and achieving our stated environmental sustainability targets; and

- Executing against Integration Management Office ("IMO") and regulatory milestones; building trust and team cohesion with INFO colleagues; laying groundwork to set proforma organization up for successful realization of our synergy and strategic goals.

*•*Continuing to deliver our key initiatives to the market and building them through a customer-first lens;

- Incorporating a customer perspective in all divisions and functions, including the reimagining of our customer's work environments and how best to serve them; pursuing partnerships to meet customers where they are; and

- Nurturing and protecting the core franchise, while growing brand equity with the appropriate investments.

- Reimagining our work environment by continuing to standardize our technology and encouraging employee participation in the reshaping of where we work, how we work and how we serve;

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- Advancing our risk culture by maturing risk management & compliance processes and our cyber security posture; and

*•*Utilizing our innovation teams and latest technology to maintain our commitment to advancing our shared data processes and technical capabilities.

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

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Operating-related expenses | | | 2,092 | | | | | | 1,976 | | | | | | 1,838 | | | | | | 6% | | | | | | 7% | | |

| Selling and general expenses | | | 1,543 | | | | | | 1,342 | | | | | | 1,424 | | | | | | 15% | | | | | | (6)% | | |

| Loss on extinguishment of debt | | | 279 | | | | | | 57 | | | | | | — | | | | | | N/M | | | | | | N/M | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | |

| --- | --- |

The following significant change was recently made to our portfolio in January of 2020:

| | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Revenue growth was driven by increases at Market Intelligence, Indices and Platts, partially offset by a decrease at Ratings.

These increases were partially offset by a decrease at Ratings driven by lower corporate bond ratings revenue.

The increase was primarily due to revenue growth at Market Intelligence, Indices and Platts and decreased compensation costs at Ratings and Corporate primarily driven by reduced incentive costs as well as the decreased headcount from attrition and prior year restructuring actions.

These increases were partially offset by a decrease in revenue at Ratings, increased expenses at Market Intelligence due to an increase in cost of sales as a result of royalties tied to annualized contract value growth and increased data costs, and higher compensation costs at Market Intelligence and Indices primarily driven by additional headcount.

| *•* | Meeting or exceeding revenue growth and EBITA margin targets and delivering on commitments to return capital to shareholders; |

| • | Funding organic opportunities with continued productivity gains; |

| • | Pursuing a disciplined acquisition, investment and partnership strategy to support our strategic initiatives; and |

| • | Better serving our customers, employees, and the communities in which we operate through our commitment to corporate responsibility and sustainability. |

| *•* | Continuing to drive excellence through our core business offerings; |

| • | Delivering ESG, Small and Medium-sized Enterprise data and Marketplace solutions to market on schedule and with strong commercial traction; |

| • | Providing a superior customer experience through the collective efforts of our divisions and functions; and |

| • | Accelerating growth in non-U.S. markets with a particular focus on progressing our businesses in China. |

| • | Standardizing and simplifying our technology to best support and enable our divisions; |

| • | Reducing our Cyber Security risk while augmenting process maturity and producing outcomes commensurate with our risk appetite; |

| *•* | Maintaining our strong commitment to quality, utilizing shared data processes and capabilities; and |

| • | Continuing to advance a strong Risk, Internal Control, and Compliance environment. |

| *•* | Creating an inclusive performance-driven culture that drives employee engagement and aligns with our purpose of accelerating progress in the world; |

| • | Improving diversity in overall representation through talent acquisition, advancement and retention. |

| Operating-related expenses | 1,801 | | | | 1,698 | | | | 1,694 | | | | 6% | | —% |

| Asia | 715 | | | | 647 | | | | 594 | | | | 11% | | 9% |

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Ratings 1 | $ | 847 | | | $ | 461 | | | $ | 804 | | | $ | 517 | | | 5% | | (11)% |

| Market Intelligence 2 | 691 | | | | 583 | | | | 654 | | | | 535 | | | | 6% | | 9% |

| Platts 3 | 219 | | | | 194 | | | | 212 | | | | 195 | | | | 3% | | (1)% |

| Indices | 136 | | | | 144 | | | | 129 | | | | 133 | | | | 5% | | 8% |

| Total segments | 1,765 | | | | 1,382 | | | | 1,674 | | | | 1,380 | | | | 5% | | —% |

| | $ | 1,801 | | | $ | 1,517 | | | $ | 1,698 | | | $ | 1,564 | | | 6% | | (3)% |

Platts increased due to higher compensation costs primarily related to annual merit increases and higher costs to support business initiatives.

| (in millions) | 2018 | | | | | | | | 2017 | | | | | | | | % Change | | |

| Ratings 1 | $ | 804 | | | $ | 517 | | | $ | 856 | | | $ | 582 | | | (6)% | | (11)% |

| Market Intelligence 2 | 654 | | | | 535 | | | | 619 | | | | 502 | | | | 6% | | 7% |

| Platts 3 | 212 | | | | 195 | | | | 207 | | | | 218 | | | | 3% | | (10)% |

| Indices | 129 | | | | 133 | | | | 121 | | | | 118 | | | | 6% | | 12% |

| Intersegment eliminations 4 | (125 | | ) | | — | | | | (109 | | ) | | — | | | | (14)% | | N/M |

During the years ended December 31, [added: 2020,] 2019 and 2018, 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.

During the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] we entered into foreign exchange forward contracts to hedge the effect of adverse fluctuations in foreign currency exchange rates.

For the [removed: year] [added: years] ended December 31, [added: 2020 and] 2019, we entered into [removed: a] cross-currency swap [removed: contract] [added: contracts] to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates.

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Ratings is an independent provider of credit ratings, [removed: research] [added: research,] and [removed: analytics to investors, issuers] [added: analytics, offering investors] and other market [removed: participants.][added: participants information, ratings and benchmarks.]

[removed: | • |] [added: -] ratings related to new issuance of corporate and government debt instruments, as well as structured finance debt instruments; [removed: |]

[removed: | • |] [added: -] bank loan ratings; and [removed: |]

[removed: | • |] [added: -] 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. [removed: |]

[added: Key customers served by Market Intelligence include investment managers, investment] banks, private equity firms, insurance companies, commercial banks, corporations, professional services firms, government agencies and regulators.

[removed: | • |] [added: -] 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); [removed: |]

[removed: | • |] [added: -] Data Management Solutions *—* integrated bulk data feeds and application programming interfaces that can be customized, which includes Compustat, GICS, Point In Time Financials and CUSIP; and [removed: |]

[removed: | • |] [added: -] Credit Risk 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. [removed: |]

[removed: | • |] [added: -] Subscription revenue *—* primarily from subscriptions to our real-time news, market data and price assessments, along with other information products; [removed: |]

[removed: | • |] [added: -] Sales usage-based royalties *—* primarily from licensing of our proprietary market price data and price assessments to commodity exchanges; and [removed: |]

[removed: | • |] [added: -] Non-subscription revenue *—* conference sponsorship, consulting engagements, and events. [removed: |]

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

[removed: | • | Investment] [added: *•*Investment] vehicles *—* asset-linked fees such as exchange traded funds (“ETFs”) and mutual funds, that are based on [added: the] S&P Dow Jones Indices' benchmarks that generate revenue through fees based on assets and underlying funds; [removed: |]

[removed: | • |] [added: -] Exchange traded derivatives *—* generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges; [removed: |]

[removed: | • |] [added: -] Index-related licensing fees *—* fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and [removed: |]

[removed: | • |] [added: -] Data and customized index subscription fees *—* fees from supporting index fund management, portfolio analytics and research. [removed: |]

The relative contribution of our reportable segments to operating revenue, operating profit, long-lived assets and geographic area for the three years ended December 31, [removed: 2019] [added: 2020] 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.

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.

As of December 31, 2020, IHS Markit had approximately 396.6 million shares outstanding.

Subject to certain closing conditions, the merger is expected to be completed in the second half of 2021.

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Indices derives revenue from asset-linked fees when investors direct funds into its proprietary designed or owned indexes, sales-usage royalties of its indices, and to a lesser extent data subscription arrangements.

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Human Capital

As of December 31, 2020, we had approximately 23,000 permanent employees located worldwide, including around 14,550 in Asia, 5,550 in the U.S., 2,100 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 People Officer and senior leadership on a broad range of human capital management topics, including culture, talent and performance management, succession planning, compensation and benefits, diversity and inclusion, and employee engagement and retention.

At the management level, our Chief People 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; managing the Company’s initiatives to attract, recruit, develop 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 wellness programs.

In connection with these responsibilities, the Chief People Officer also partners with our Corporate Responsibility & Diversity team on the development and execution of the Company’s diversity 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 2020, we focused on delivering on the following strategic People priorities:

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- Creating an inclusive performance-driven culture that drives employee engagement and aligns with our purpose of accelerating progress in the world;

- Promoting career mobility and attracting and retaining the best people; and

- Improving diversity in overall representation through talent acquisition, advancement and retention.

To achieve our strategic people objectives, we support our employees through human capital management strategies that include diversity and inclusion initiatives, learning and development programs, competitive compensation and benefits programs, workplace health and safety measures, and mechanisms for talent retention, engagement and management accountability.

Examples of some of our key initiatives and programs in these focus areas are included below.

*Diversity & Inclusion (D&I)*

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 and inclusive workplace, we have taken the following steps to foster an environment where our people can bring their whole selves to work:

- In 2019, we merged our Corporate Responsibility and D&I teams, in recognition of the critical importance of diversity to our firm’s standing and future.

Our People team partners with Corporate Responsibility & Diversity to lead our global D&I efforts.

These efforts focus on hiring and retaining diverse talent, building an inclusive culture and enabling our people to advance their careers with us.

In 2020, we have increased the people and resources devoted to our D&I programs and initiatives.

- An executive D&I Council, co-chaired by our CEO and Chief People Officer, directs and oversees our enterprise-wide diversity and inclusion strategy, advancing and ensuring coordination and accountability for diversity and inclusion programs across the organization.

- We also measure progress on our diversity 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.

- 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.

*Learning and Development Programs*

We are committed to continuous learning and invest in development tools and programs at every level across our organization to help employees expand their knowledge, skills and experience and guide career advancement in support of our long-term strategy.

- 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.

| | |

| --- | --- |

Key customers served by Market Intelligence include investment managers, investment

Indices primarily derives revenue from asset-linked fees based on the S&P and Dow Jones indices and to a lesser extent generates subscription revenue and transaction revenue.

Our Personnel

As of December 31, 2019, we had approximately 22,500 employees located worldwide, of which approximately 5,500 were employed in the U.S.

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.

[removed: FORM 10-K][added: FORM 10-K]

| ☑ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Commission File [removed: Number 1-1023][added: Number 1-1023]

[removed: ][added: ]

| New York | [added: | |] 13-1026995 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | [added: | |] (I.R.S. Employer Identification No.) | [added: | |]

| 55 Water Street | [added: | |] , | [added: | |] New York | [added: | |] , | [added: | |] New York | [added: | |] 10041 | [added: | |]

| (Address of principal executive offices) | | | | | [added: | | | | | | | | | |] (Zip Code) | [added: | |]

Registrant’s telephone number, including area code: [removed: 212\-438-1000][added: 212-438-1000]

| Title of each class | [added: | |] Trading Symbol | [added: | |] Name of exchange on which registered | [added: | |]

| Common Stock — $1 par value | [added: | |] SPGI | [added: | |] New York Stock Exchange | [added: | |]

| ☑ | [added: | |] Large accelerated filer | [added: | |] ☐ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |] Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |] Emerging growth company | [added: | |]

The aggregate market value of voting stock held by non-affiliates of the Registrant as of the last business day of the second fiscal quarter ended June 30, [removed: 2019,] [added: 2020,] was [removed: $56.1] [added: $79.4] billion, based on the closing price of the common stock as reported on the New York Stock Exchange of [removed: $227.79] [added: $329.48] per common share.

The number of shares of common stock of the Registrant outstanding as of [removed: January 24, 2020] [added: February 5, 2021] was [removed: 243.8] [added: 240.7] million shares.

Part III incorporates information by reference from the definitive proxy statement for the [removed: 2020] [added: 2021] annual meeting of shareholders.

| | [added: | |] PART I | | [added: | | | |]

| Item | | [added: | | | |] Page | [added: | |]

| 1A. | [added: | |] [Risk [removed: Factors](#s215BE22CE38F574F8367AA513D9047D0)] [added: Factors](#ibf9271d24cf24b0488e30dc99591f479_19)] | [removed: [8](#s215BE22CE38F574F8367AA513D9047D0)] | [added: | [11](#ibf9271d24cf24b0488e30dc99591f479_19) | | |]

| 1B. | [added: | |] [Unresolved Staff [removed: Comments](#sE34F4AD9790C58C5AF54A1DA66E54CF2)] [added: Comments](#ibf9271d24cf24b0488e30dc99591f479_22)] | [removed: [20](#sE34F4AD9790C58C5AF54A1DA66E54CF2)] | [added: | [26](#ibf9271d24cf24b0488e30dc99591f479_22) | | |]

| 3 | [added: | |] [Legal [removed: Proceedings](#sE34F4AD9790C58C5AF54A1DA66E54CF2)] [added: Proceedings](#ibf9271d24cf24b0488e30dc99591f479_22)] | [removed: [20](#sE34F4AD9790C58C5AF54A1DA66E54CF2)] | [added: | [26](#ibf9271d24cf24b0488e30dc99591f479_22) | | |]

| 4 | [added: | |] [Mine Safety [removed: Disclosures](#sE34F4AD9790C58C5AF54A1DA66E54CF2)] [added: Disclosures](#ibf9271d24cf24b0488e30dc99591f479_22)] | [removed: [20](#sE34F4AD9790C58C5AF54A1DA66E54CF2)] | [added: | [26](#ibf9271d24cf24b0488e30dc99591f479_22) | | |]

| | [added: | |] Information about our Executive Officers | [removed: [21](#sC701967440155C099E4F40A3EFEF09FA)] | [added: | [27](#ibf9271d24cf24b0488e30dc99591f479_25) | | |]

| | [added: | |] PART II | | [added: | | | |]

| 5 | [added: | |] [Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s5AD701DED7C35D6C97A64B80209B2683)] [added: Securities](#ibf9271d24cf24b0488e30dc99591f479_31)] | [removed: [23](#s5AD701DED7C35D6C97A64B80209B2683)] | [added: | [29](#ibf9271d24cf24b0488e30dc99591f479_31) | | |]

| 6 | [added: | |] [Selected Financial [removed: Data](#sB87C6EF6C45F55249E2FF8395A396421)] [added: Data](#ibf9271d24cf24b0488e30dc99591f479_34)] | [removed: [26](#sB87C6EF6C45F55249E2FF8395A396421)] | [added: | [32](#ibf9271d24cf24b0488e30dc99591f479_34) | | |]

| 7 | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s714155540EB55C809AA5F6AF5FDB9D2D)] [added: Operations](#ibf9271d24cf24b0488e30dc99591f479_37)] | [removed: [27](#s714155540EB55C809AA5F6AF5FDB9D2D)] | [added: | [33](#ibf9271d24cf24b0488e30dc99591f479_37) | | |]

| 7A. | [added: | |] [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s183A89EEF0C45CC5BA6D976F8EB3F45C)] [added: Risk](#ibf9271d24cf24b0488e30dc99591f479_70)] | [removed: [55](#s183A89EEF0C45CC5BA6D976F8EB3F45C)] | [added: | [64](#ibf9271d24cf24b0488e30dc99591f479_70) | | |]

| 8. | [added: | |] [Consolidated Financial Statements and Supplementary [removed: Data](#sDB6F0BA5E8FA5ED5AC81A8033957E965)] [added: Data](#ibf9271d24cf24b0488e30dc99591f479_73)] | [removed: [56](#sDB6F0BA5E8FA5ED5AC81A8033957E965)] | [added: | [65](#ibf9271d24cf24b0488e30dc99591f479_73) | | |]

| 9. | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sD7682041FDD754B591603BC0E0F4235D)] [added: Disclosure](#ibf9271d24cf24b0488e30dc99591f479_169)] | [removed: [110](#sD7682041FDD754B591603BC0E0F4235D)] | [added: | [113](#ibf9271d24cf24b0488e30dc99591f479_169) | | |]

| 9A. | [added: | |] [Controls and [removed: Procedures](#sD7682041FDD754B591603BC0E0F4235D)] [added: Procedures](#ibf9271d24cf24b0488e30dc99591f479_169)] | [removed: [110](#sD7682041FDD754B591603BC0E0F4235D)] | [added: | [113](#ibf9271d24cf24b0488e30dc99591f479_169) | | |]

| | [added: | |] PART III | | [added: | | | |]

| 10 | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s9236A1E4E9BB5285AA32B98587231AA9)] [added: Governance](#ibf9271d24cf24b0488e30dc99591f479_172)] | [removed: [112](#s9236A1E4E9BB5285AA32B98587231AA9)] | [added: | [115](#ibf9271d24cf24b0488e30dc99591f479_172) | | |]

| 12 | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s9236A1E4E9BB5285AA32B98587231AA9)] [added: Matters](#ibf9271d24cf24b0488e30dc99591f479_172)] | [removed: [112](#s9236A1E4E9BB5285AA32B98587231AA9)] | [added: | [115](#ibf9271d24cf24b0488e30dc99591f479_172) | | |]

| 13 | [added: | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#s9236A1E4E9BB5285AA32B98587231AA9)] [added: Independence](#ibf9271d24cf24b0488e30dc99591f479_172)] | [removed: [112](#s9236A1E4E9BB5285AA32B98587231AA9)] | [added: | [115](#ibf9271d24cf24b0488e30dc99591f479_172) | | |]

| 14 | [added: | |] [Principal Accounting Fees and [removed: Services](#s9236A1E4E9BB5285AA32B98587231AA9)] [added: Services](#ibf9271d24cf24b0488e30dc99591f479_172)] | [removed: [112](#s9236A1E4E9BB5285AA32B98587231AA9)] | [added: | [115](#ibf9271d24cf24b0488e30dc99591f479_172) | | |]

| | [added: | |] PART IV | | [added: | | | |]

| 15 | [added: | |] [Exhibits and Financial Statement [removed: Schedules](#sF6D512AD826B5D97BF963128842C5FF0)] [added: Schedules](#ibf9271d24cf24b0488e30dc99591f479_178)] | [removed: [114](#sF6D512AD826B5D97BF963128842C5FF0)] | [added: | [117](#ibf9271d24cf24b0488e30dc99591f479_178) | | |]

| | [added: | |] [Schedule II — Valuation and Qualifying [removed: Accounts](#s563448091558521DB3D0308DAEAEA5E8)] [added: Accounts](#ibf9271d24cf24b0488e30dc99591f479_181)] | [removed: [115](#s563448091558521DB3D0308DAEAEA5E8)] | [added: | [118](#ibf9271d24cf24b0488e30dc99591f479_181) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of

the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Table of Contents

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 1 | | | [Business](#ibf9271d24cf24b0488e30dc99591f479_16) | | | [6](#ibf9271d24cf24b0488e30dc99591f479_16) | | |

| 2 | | | [Properties](#ibf9271d24cf24b0488e30dc99591f479_22) | | | [26](#ibf9271d24cf24b0488e30dc99591f479_22) | | |

| | | | | | | | | |

| | | | | | | | | |

| 9B. | | | [Other Information](#ibf9271d24cf24b0488e30dc99591f479_169) | | | [113](#ibf9271d24cf24b0488e30dc99591f479_169) | | |

| | | | | | | | | |

| | | | | | | | | |

| 11 | | | [Executive Compensation](#ibf9271d24cf24b0488e30dc99591f479_172) | | | [115](#ibf9271d24cf24b0488e30dc99591f479_172) | | |

| | | | | | | | | |

| | | | | | | | | |

| 16 | | | [Form 10-K Summary](#ibf9271d24cf24b0488e30dc99591f479_187) | | | [125](#ibf9271d24cf24b0488e30dc99591f479_187) | | |

| [Signatures](#ibf9271d24cf24b0488e30dc99591f479_190) | | | | | | [125](#ibf9271d24cf24b0488e30dc99591f479_190) | | |

Table of Contents

- the satisfaction of the conditions precedent to consummation of the Merger, including the ability to secure regulatory approvals on the terms expected, the Company’s shareholder approval and the IHS Markit shareholder approval at all or in a timely manner;

- the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement;

- uncertainty relating to the impact of the Merger on the businesses of the Company and IHS Markit, including potential adverse reactions or changes to the market price of the Company’s common stock and IHS Markit shares resulting from the announcement or completion of the Merger and changes to existing business relationships during the pendency of the acquisition that could affect the Company’s and/or IHS Markit’s financial performance;

- risks relating to the value of the Company’s stock to be issued in the Merger, significant transaction costs and/or unknown liabilities;

- the ability of the Company to successfully integrate IHS Markit’s operations and retain and hire key personnel of both companies;

- the ability of the Company to retain customers and to implement its plans, forecasts and other expectations with respect to IHS Markit’s business after the consummation of the Merger and realize expected synergies;

- business disruption following the Merger;

- the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

- the Company’s and IHS Markit’s ability to meet expectations regarding the accounting and tax treatments of the Merger;

- the health of debt and equity markets, including credit quality and spreads, the level of liquidity and future debt issuances, demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives;

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| 1 | [Business](#s550D9CD8A7155E69AE949DF94994BB7D) | [6](#s550D9CD8A7155E69AE949DF94994BB7D) |

| 2 | [Properties](#sE34F4AD9790C58C5AF54A1DA66E54CF2) | [20](#sE34F4AD9790C58C5AF54A1DA66E54CF2) |

| 9B. | [Other Information](#sD7682041FDD754B591603BC0E0F4235D) | [110](#sD7682041FDD754B591603BC0E0F4235D) |

| 11 | [Executive Compensation](#s9236A1E4E9BB5285AA32B98587231AA9) | [112](#s9236A1E4E9BB5285AA32B98587231AA9) |

| 16 | [Form 10-K Summary](#sD2C8CAE77D3E5583A8611E64C3E30691) | [121](#sD2C8CAE77D3E5583A8611E64C3E30691) |

| [Signatures](#s1493DC07DB155688ADDE540576F8B7C4) | | [121](#s1493DC07DB155688ADDE540576F8B7C4) |

| • | the health of debt and equity markets, including credit quality and spreads, the level of liquidity and future debt issuances and the potentially adverse impact of increased access to cash resulting from the Tax Cuts and Jobs Act; |

| • | the volatility of the energy marketplace; |

applicable law.

We lease office facilities at [removed: 107] [added: 99] locations; [removed: 34] [added: 28] are in the U.S. In addition, we own real property at [removed: 7] [added: 6] locations, of which [removed: 2 are] [added: 1 is] in the U.S. Our properties consist primarily of office space used by each of our segments.

| Name | | [added: | | | |] Age | | [added: | | | |] Position | [added: | |]

| Douglas L. Peterson | | [removed: 61] | | [added: | | 62 | | | | | |] President and Chief Executive Officer | [added: | |]

| Ewout L. Steenbergen | | [removed: 50] | | [added: | | 51 | | | | | |] Executive Vice President, Chief Financial Officer | [added: | |]

| Ratings | | | | | [added: | | | | | | | | | |]

| John L. Berisford | | [removed: 56] | | [added: | | 57 | | | | | |] President, S&P Global Ratings | [added: | |]

| Market Intelligence | | | | | [added: | | | | | | | | | |]

| Martina L. Cheung | | [removed: 44] | | [added: | | 45 | | | | | |] President, S&P Global Market Intelligence | [added: | |]

| Platts | | | | | [added: | | | | | | | | | |]

| [removed: Martin E. Fraenkel] [added: Saugata Saha] | | [removed: 59] | | [added: | | 45 | | | | | |] President, S&P Global Platts | [added: | |]

| Indices | | | | | [added: | | | | | | | | | |]

| [removed: Alexander J. Matturri, Jr.] [added: Dan Draper] | | [removed: 61] | | [added: | | 52 | | | | | |] Chief Executive Officer, S&P Dow Jones Indices | [added: | |]

| S&P Global Functions | | | | | [added: | | | | | | | | | |]

| Courtney C. Geduldig | | [removed: 44] | | [added: | | 45 | | | | | |] Executive Vice President, Public Affairs | [added: | |]

| S. Swamy Kocherlakota | | [removed: 53] | | [added: | | 54 | | | | | |] Executive Vice President, Chief Information Officer | [added: | |]

| Steven J. Kemps | | [removed: 55] | | [added: | | 56 | | | | | |] Executive Vice President, General Counsel | [added: | |]

| Nancy J. Luquette | | [removed: 54] | | [added: | | 55 | | | | | |] Executive Vice President, Chief Risk Officer | [added: | |]

| Dimitra Manis | | [removed: 54] | | [added: | | 55 | | | | | |] Executive Vice President, Chief People Officer | [added: | |]

Mr. Kocherlakota, prior to becoming Executive Vice President, Chief Information Officer on January 13, 2020, was Chief Information Officer since [removed: January,] [added: January] 1, 2018, and was Global Head of Infrastructure & Cloud and Enterprise Services since July, 2017.

Mr. [removed: Matturri,] [added: Draper,] prior to becoming Chief Executive Officer at S&P Dow Jones Indices on [removed: July 2, 2012,] [added: June 15, 2020,] served as [removed: an Executive] Managing Director [added: & Global Head] of [removed: S&P Indices.][added: Exchange Traded Funds at Invesco Distributors Inc. since June 2013.]

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Table of Contents

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.

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Mr. Fraenkel, prior to becoming President of S&P Global Platts in September 2016, was 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.

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

Prior to joining S&P Indices, Mr. Matturri served as Senior Vice President and Director 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.

The approximate number of record holders of our common stock as of [removed: January 24, 2020] [added: February 5, 2021] was [removed: 2,918.][added: 2,812.]

The peer group consists of the following companies: Moody’s Corporation, CME Group Inc., MSCI Inc., FactSet Research Systems Inc., IHS Markit Ltd., Verisk Analytics, Inc. and Intercontinental Exchange, Inc. Returns assume $100 invested on December 31, [removed: 2014] [added: 2015] and total return includes reinvestment of dividends through December 31, [removed: 2019.][added: 2020.]

[removed: ][added: ]

Regular quarterly dividends per share of our common stock for [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] were as follows:

| $0.57 per quarter in 2019 | [removed: $] | [removed: 2.28] | | | | | | [added: | $ | 2.28 | |]

On January [removed: 29, 2020,] [added: 27, 2021,] the Board of Directors approved an increase in the quarterly common stock dividend from [removed: $0.57] [added: $0.67] per share to [removed: $0.67] [added: $0.77] per share.

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

| In the U.S. and Canada: | [removed: 800-952-9245] | [added: | 888-201-5538 | | |]

| Outside the U.S. and Canada: | [added: | |] 201-680-6578 | [added: | |]

| TDD for the hearing impaired: | [removed: 800-231-5469] | [added: | 800-490-1493 | | |]

| TDD outside the U.S. and Canada: | [added: | |] 781-575-4592 | [added: | |]

| E-mail address: | [added: | |] web.queries@computershare.com | [added: | |]

| Shareholder online inquiries | [added: | |] https://www-us.computershare.com/investor/Contact | [added: | |]

On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of up to 50 million [removed: shares,] [added: shares (the "2013 Repurchase Program"),] which was approximately 18% of the Company's outstanding shares at that time.

As of December 31, [removed: 2019, 4.7] [added: 2020, 0.8] million shares remained under [removed: our current repurchase program.][added: the 2013 Repurchase Program.]

Our [removed: current repurchase program has] [added: 2013 and 2020 Repurchase Programs have] no expiration date and purchases under [removed: this program] [added: 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 [removed: 2019] [added: 2020] pursuant to our [removed: current share repurchase program] [added: 2013 and 2020 Repurchase Programs] (column c).

| Period | | [added: | | | |] (a) Total Number of Shares Purchased | | | [added: | | |] (b) Average Price Paid per Share | | | | [added: | |] (c) Total Number of Shares Purchased [removed: as Part] [added: as Part] of Publicly Announced Programs | | | [added: | | |] (d) Maximum Number of Shares that may yet be Purchased Under the Programs | | [added: |]

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| | | | 2020 | | | | | | 2019 | | |

| $0.67 per quarter in 2020 | | | $ | 2.68 | | | | | | | |

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

During the fourth quarter of 2020, we did not repurchase any shares under our 2013 Repurchase Program.

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| Oct. 1 - Oct. 31, 2020 | | | | | | 1,361 | | | | | | $ | 357.83 | | | | | — | | | | | | 30.8 | | million |

| Nov. 1 - Nov. 30, 2020 | | | | | | 1,893 | | | | | | 333.30 | | | | | | — | | | | | | 30.8 | | million |

| Dec. 1 - Dec. 31, 2020 | | | | | | 2,305 | | | | | | 329.24 | | | | | | — | | | | | | 30.8 | | million |

| Total — Qtr | | | | | | 5,559 | | | | | | $ | 337.66 | | | | | — | | | | | | 30.8 | | million |

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| | 2019 | | | | 2018 | | |

| $0.50 per quarter in 2018 | | | | | $ | 2.00 | |

| | |

| --- | --- |

During the fourth quarter of 2019, we repurchased 0.5 million shares, which included 0.1 million shares received from the conclusion of our accelerated share repurchase ("ASR") agreement that we entered into on August 5, 2019.

| | | | | | | | | | | | | | |

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| Oct. 1 - Oct. 31, 2019 1 | | 278,033 | | | $ | 250.62 | | | 276,207 | | | 4.9 | million |

| Nov. 1 - Nov. 30, 2019 | | 120,126 | | | 260.54 | | | | 118,042 | | | 4.8 | million |

| Dec. 1 - Dec. 31, 2019 | | 116,830 | | | 270.68 | | | | 111,466 | | | 4.7 | million |

| Total — Qtr | | 514,989 | | | $ | 257.49 | | | 505,715 | | | 4.7 | million |

1 Includes 0.1 million shares received from the conclusion of our ASR agreement that we entered into on August 5, 2019.

| (in millions, except per share data) | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [added: | |] 2017 | | | | [removed: 2016] | | [added: 2016] | | [removed: 2015] | | | |

| Income statement data: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Revenue | [added: | |] $ | [added: 7,442 | | | | | $ |] 6,699 | | | [added: | |] $ | 6,258 | | | [added: | |] $ | 6,063 | | | [removed: $] | [removed: 5,661] | [added: $] | [added: 5,661] | [removed: $] | [removed: 5,313] | | |

| Operating profit | [added: | | 3,617 | | | | | |] 3,226 | | | | [added: | |] 2,790 | | | | [added: | |] 2,583 | | | | [removed: 3,341] | | [added: 3,341] | | [removed: 1,908] | | | |

| Income before taxes on income | [removed: 2,930] | | [added: 3,228] | [added: | |] 1 | [removed: 2,681] | | [added: 2,930] | [added: | |] 2 | [removed: 2,461] | | [added: 2,681] | [added: | |] 3 | [removed: 3,188] | | [added: 2,461] | [added: | |] 4 | [removed: 1,815] | | [added: 3,188] | [added: | |] 5 | [added: | |]

| Provision for taxes on income [added: 6] | [added: | | 694 | | | | | |] 627 | | | | [added: | |] 560 | | | | [added: | |] 823 | | | [removed: 6] | [removed: 960] | | [added: 960] | | [removed: 547] | | | |

| Net income attributable to S&P Global Inc. | [added: | | 2,339 | | | | | |] 2,123 | | | | [added: | |] 1,958 | | | | [added: | |] 1,496 | | | | [removed: 2,106] | | [added: 2,106] | | [removed: 1,156] | | | |

| Earnings per share attributable to the S&P Global Inc. common shareholders: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Basic | [added: | | 9.71 | | | | | |] 8.65 | | | | [added: | |] 7.80 | | | | [added: | |] 5.84 | | | | [removed: 8.02] | | [added: 8.02] | | [removed: 4.26] | | | |

| Diluted | [added: | | 9.66 | | | | | |] 8.60 | | | | [added: | |] 7.73 | | | | [added: | |] 5.78 | | | | [removed: 7.94] | | [added: 7.94] | | [removed: 4.21] | | | |

| Dividends per share | [added: | | 2.68 | | | | | |] 2.28 | | | | [added: | |] 2.00 | | | | [added: | |] 1.64 | | | | [removed: 1.44] | | [added: 1.44] | | [removed: 1.32] | | | |

| Operating statistics: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Return on average equity 7 | [added: | | 457.8 | | % | | | |] 377.5 | | % | | [added: | |] 292.6 | | % | | [added: | |] 222.3 | | % | | [removed: 472.0] | | [removed: %] [added: 472.0] | | [removed: 324.3] [added: %] | | [removed: %] | |

| Income before taxes on income as a percent of revenue from operations | [added: | | 43.4 | | % | | | |] 43.7 | | % | | [added: | |] 42.8 | | % | | [added: | |] 40.6 | | % | | [removed: 56.3] | | [removed: %] [added: 56.3] | | [removed: 34.2] [added: %] | | [removed: %] | |

| Net income from operations as a percent of revenue from operations | [added: | | 34.0 | | % | | | |] 34.4 | | % | | [added: | |] 33.9 | | % | | [added: | |] 27.0 | | % | | [removed: 39.4] | | [removed: %] [added: 39.4] | | [removed: 23.9] [added: %] | | [removed: %] | |

| Balance sheet [removed: data:] [added: data (as of period end):] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Working capital 8 | [added: | |] $ | [added: 2,401 | | | | | $ |] 1,619 | | | [added: | |] $ | 957 | | | [added: | |] $ | 1,110 | | | [removed: $] | [removed: 1,060] | [added: $] | [added: 1,060] | [removed: $] | [removed: 388] | | |

| Total assets | [added: | | 12,537 | | | | | |] 11,348 | | | | [added: | |] 9,441 | | | | [added: | |] 9,425 | | | | [removed: 8,669] | | [added: 8,669] | | [removed: 8,183] | | | |

| Total debt 9 | [added: | | 4,110 | | | | | |] 3,948 | | | | [added: | |] 3,662 | | | | [added: | |] 3,569 | | | | [removed: 3,564] | | [added: 3,564] | | [removed: 3,611] | | | |

| Redeemable noncontrolling interest | [added: | | 2,781 | | | | | |] 2,268 | | | | [added: | |] 1,620 | | | | [added: | |] 1,352 | | | | [removed: 1,080] | | [added: 1,080] | | [removed: 920] | | | |

| Equity | [added: | | 571 | | | | | |] 536 | | | | [added: | |] 684 | | | | [added: | |] 766 | | | | [removed: 701] | | [added: 701] | | [removed: 243] | | | |

| Number of employees | [added: | | 23,000 | | | | | |] 22,500 | | | | [added: | |] 21,200 | | | | [added: | |] 20,400 | | | | [removed: 20,000] | | [added: 20,000] | | [removed: 20,400] | | | |

[removed: | 1 | Includes] [added: 2Includes] the impact of the following items: a pension related charge of $113 million, costs associated with early repayment of our Senior Notes of $56 million, a $49 million gain on dispositions, employee severance charges of $25 million, Kensho retention related expense of $21 million, lease impairments of $11 million, acquisition-related costs of $4 million and amortization of intangibles from acquisitions of $122 million. [removed: |]

[removed: | 2 | Includes] [added: 3Includes] the impact of the following items: legal settlement expenses of $74 million, Kensho retention related expense of $31 million, restructuring charges related to a business disposition and employee severance charges of $25 million, lease impairments of $11 million, a pension related charge of $5 million and amortization of intangibles from acquisitions of $122 million. [removed: |]

[removed: | 3 | Includes] [added: 4Includes] 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. [removed: |]

[removed: | 4 | Includes] [added: 5Includes] 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. [removed: |]

[removed: | 6 | Includes] [added: 6Includes $4 million of tax benefit related to prior year divestitures in 2020 and] $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 [removed: divestitures. |][added: divestitures in 2017.]

[removed: | 7 | Includes] [added: 7Includes] the impact of the [added: $16 million gain on dispositions in 2020, the] $49 million gain on dispositions in 2019 and the $1.1 billion gain on dispositions in 2016. [removed: |]

[removed: | 8 | Working] [added: 8Working] capital is calculated as current assets less current liabilities. [removed: |]

[removed: | 9 | Includes] [added: 9Includes] short-term debt of $399 million [removed: and $143 million] as of December 31, [removed: 2017 and December 31, 2015, respectively. |][added: 2017.]

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| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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1Includes impact of the following items: loss on the extinguishment of debt of $279 million, lease impairments of $120 million, employee severance charges of $66 million, IHS Markit merger costs of $24 million, a $16 million gain on dispositions, a technology-related impairment charge of $12 million, lease-related costs of $11 million, Kensho retention related expense of $11 million, a pension related charge of $3 million and amortization of intangibles from acquisitions of $123 million.

Table of Contents

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| 5 | 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. |

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| [Reports of Independent Registered Public Accounting [removed: Firm](#s8AE9CE4BB5145F3698FAE0C613772BF7)] [added: Firm](#ibf9271d24cf24b0488e30dc99591f479_76)] | [removed: [57](#s8AE9CE4BB5145F3698FAE0C613772BF7)] | [added: | [66](#ibf9271d24cf24b0488e30dc99591f479_76) | | |]

| [Consolidated Statements of [removed: Income](#sAEAA2692A30B53C4953205CBE495A01A)] [added: Income](#ibf9271d24cf24b0488e30dc99591f479_79)] | [removed: [60](#sAEAA2692A30B53C4953205CBE495A01A)] | [added: | [69](#ibf9271d24cf24b0488e30dc99591f479_79) | | |]

| [Consolidated Statements of Comprehensive [removed: Income](#sAE35DE271E2F59BBA4E09066B302221D)] [added: Income](#ibf9271d24cf24b0488e30dc99591f479_82)] | [removed: [61](#sAE35DE271E2F59BBA4E09066B302221D)] | [added: | [70](#ibf9271d24cf24b0488e30dc99591f479_82) | | |]

| [Consolidated Balance [removed: Sheets](#s535839AF75635C0A93CC45A4D2CAB84F)] [added: Sheets](#ibf9271d24cf24b0488e30dc99591f479_85)] | [removed: [62](#s535839AF75635C0A93CC45A4D2CAB84F)] | [added: | [71](#ibf9271d24cf24b0488e30dc99591f479_85) | | |]

| [Consolidated Statements of Cash [removed: Flows](#s3E13D8718B7759EA892CA32A41F7711A)] [added: Flows](#ibf9271d24cf24b0488e30dc99591f479_91)] | [removed: [63](#s3E13D8718B7759EA892CA32A41F7711A)] | [added: | [72](#ibf9271d24cf24b0488e30dc99591f479_91) | | |]

| [Consolidated Statements of [removed: Equity](#s7BDBDE55BED8594581BE04342B9AE526)] [added: Equity](#ibf9271d24cf24b0488e30dc99591f479_94)] | [removed: [64](#s7BDBDE55BED8594581BE04342B9AE526)] | [added: | [73](#ibf9271d24cf24b0488e30dc99591f479_94) | | |]

| [Notes to the Consolidated Financial [removed: Statements](#s2E00C75036DA5CFAA0D04DFE8EB5C97A)] [added: Statements](#ibf9271d24cf24b0488e30dc99591f479_100)] | [removed: [65](#s2E00C75036DA5CFAA0D04DFE8EB5C97A)] | [added: | [74](#ibf9271d24cf24b0488e30dc99591f479_100) | | |]

| [1 Accounting [removed: Policies](#s90DF0046EF7D55059078D91844FF4D72)] [added: Policies](#ibf9271d24cf24b0488e30dc99591f479_103)] | [removed: [65](#s90DF0046EF7D55059078D91844FF4D72)] | [added: | [74](#ibf9271d24cf24b0488e30dc99591f479_103) | | |]

| 2 [Acquisitions and [removed: Divestitures](#sA4489507C57252AE8A3128BB5E16DC08)] [added: Divestitures](#ibf9271d24cf24b0488e30dc99591f479_109)] | [removed: [73](#sA4489507C57252AE8A3128BB5E16DC08)] | [added: | [82](#ibf9271d24cf24b0488e30dc99591f479_109) | | |]

| 3 [Goodwill and Other Intangible [removed: Assets](#sF9FBC5929E3E5FE1B8ECB54309524E8A)] [added: Assets](#ibf9271d24cf24b0488e30dc99591f479_112)] | [removed: [76](#sF9FBC5929E3E5FE1B8ECB54309524E8A)] | [added: | [85](#ibf9271d24cf24b0488e30dc99591f479_112) | | |]

| [removed: 4 [Taxes on Income](#s620EFD9C5571536EA87A16D4E8024C76)] [added: Deferred income taxes] | [removed: [78](#s620EFD9C5571536EA87A16D4E8024C76)] | [added: | (31) | | | | | | 46 | | | | | | 81 | | |]

[removed: | [6] Derivative [removed: Instruments](#sE380AD42058D5407AFB02A5AD7935483) | [81](#sE380AD42058D5407AFB02A5AD7935483) |][added: Instruments]

| 7 [Employee [removed: Benefits](#s84FA5A74F31C50628D812423720EC5C6)] [added: Benefits](#ibf9271d24cf24b0488e30dc99591f479_130)] | [removed: [83](#s84FA5A74F31C50628D812423720EC5C6)] | [added: | [92](#ibf9271d24cf24b0488e30dc99591f479_130) | | |]

| [removed: 8 [Stock-Based Compensation](#s55C7FBF7F0EB5F2498795B190F0D941B)] [added: Stock-based compensation] | [removed: [89](#s55C7FBF7F0EB5F2498795B190F0D941B)] | [added: | 90 | | | | | | 78 | | | | | | 94 | | |]

| [removed: [9 Equity](#s2372FF3DDCEA58419E7213C8782C5D33)] [added: Equity:] | [removed: [92](#s2372FF3DDCEA58419E7213C8782C5D33)] | [added: | | | | | | | | | |]

| 10 [Earnings per [removed: Share](#sC93730623072551A806AD02B8341CCD4)] [added: Share](#ibf9271d24cf24b0488e30dc99591f479_145)] | [removed: [94](#sC93730623072551A806AD02B8341CCD4)] | [added: | [104](#ibf9271d24cf24b0488e30dc99591f479_145) | | |]

| [12 Segment and Geographic [removed: Information](#s2DC4C36A8CE35825B4C5C3B29E6B1804)] [added: Information](#ibf9271d24cf24b0488e30dc99591f479_154)] | [removed: [95](#s2DC4C36A8CE35825B4C5C3B29E6B1804)] | [added: | [105](#ibf9271d24cf24b0488e30dc99591f479_154) | | |]

| [removed: [13] Commitments and [removed: Contingencies](#sAAF9CE461CD85599BC1A776BD2D5E5C5)] [added: contingencies (Note 13)] | [removed: [99](#sAAF9CE461CD85599BC1A776BD2D5E5C5)] | [added: | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of S&P Global Inc. (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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, [removed: 2019,] [added: 2020,] 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 [removed: 10, 2020] [added: 9, 2021] expressed an unqualified opinion thereon.

| | | [added: | | | |] Valuation of redeemable noncontrolling interest in S&P Dow Jones Indices LLC | [added: | |]

| *Description of the Matter* | | [added: | | | |] 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 [removed: $2,268] [added: $2,781] million at December 31, [removed: 2019.] [added: 2020.] 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. | [added: | |]

| *How We Addressed the Matter in Our Audit* | | [added: | | | |] 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. | [added: | |]

We have audited S&P Global Inc.’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal [removed: Control-Integrated] [added: 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, [removed: 2019,] [added: 2020,] 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. as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and financial statement schedule listed in Item 15(a)(2) and our report dated February [removed: 10, 2020] [added: 9, 2021] expressed an unqualified opinion thereon.

| (in millions, except per share data) | [added: | |] Year Ended December 31, | | | | | | | | | | | [added: | | | |]

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | [added: | | | 2018 | | |]

| Revenue | [added: | |] $ | [removed: 6,699] [added: 7,442] | | | [added: | |] $ | [removed: 6,258] [added: 6,699] | | | [added: | |] $ | [removed: 6,063] [added: 6,258] | |

| Expenses: | | | | | | | | | | | | [added: | | | | | |]

| Selling and general expenses | [removed: 1,517] | | [added: 1,543] | | [removed: 1,564] | | | | [removed: 1,606] [added: 1,342] | | | [added: | | | 1,424 | | |]

| Depreciation | [removed: 82] | | [added: 83] | | [removed: 84] | | | | 82 | | | [added: | | | 84 | | |]

| Amortization of intangibles | [removed: 122] | | [added: 123] | | [added: | | | |] 122 | | | | [removed: 98] | | [added: 122] | [added: | |]

| Total expenses | [removed: 3,522] | | [added: 3,841] | | [removed: 3,468] | | | | [removed: 3,480] [added: 3,522] | | | [added: | | | 3,468 | | |]

| Gain on dispositions | [removed: (49] | | [removed: )] [added: (16)] | | [removed: —] | | | | [added: (49) | | | | | |] — | | |

| Operating profit | [removed: 3,226] | | [added: 3,617] | | [removed: 2,790] | | | | [removed: 2,583] [added: 3,226] | | | [added: | | | 2,790 | | |]

| Other [removed: expense (income),] [added: (income) expense,] net | [removed: 98] | | [added: (31)] | | [removed: (25] | | [removed: )] | | [removed: (27] [added: 98] | | [removed: )] | [added: | | | (25) | | |]

| Interest expense, net | [removed: 198] | | [added: 141] | | [removed: 134] | | | | [removed: 149] [added: 141] | | | [added: | | | 134 | | |]

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| --- | --- | --- | --- | --- | --- |

| 5 [Debt](#ibf9271d24cf24b0488e30dc99591f479_121) | | | [89](#ibf9271d24cf24b0488e30dc99591f479_121) | | |

| [9 Equity](#ibf9271d24cf24b0488e30dc99591f479_142) | | | [101](#ibf9271d24cf24b0488e30dc99591f479_142) | | |

| [11 Restructuring](#ibf9271d24cf24b0488e30dc99591f479_151) | | | [104](#ibf9271d24cf24b0488e30dc99591f479_151) | | |

| [14 Quarterly Financial Information](#ibf9271d24cf24b0488e30dc99591f479_163) | | | [112](#ibf9271d24cf24b0488e30dc99591f479_163) | | |

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Table of Contents

Table of Contents

February 9, 2021

Table of Contents

February 9, 2021

Table of Contents

| Operating-related expenses | | | 2,092 | | | | | | 1,976 | | | | | | 1,838 | | |

| Loss on extinguishment of debt | | | 279 | | | | | | 57 | | | | | | — | | |

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| 5 [Debt](#s2A6F180573875FF9A912B8826321F4CF) | [80](#s2A6F180573875FF9A912B8826321F4CF) |

| [11 Restructuring](#s1F020F1CA08C54B7A2A45230DBDADE64) | [95](#s1F020F1CA08C54B7A2A45230DBDADE64) |

| [14 Quarterly Financial Information](#sB50C39816AED51D48AB4F8501C42C08F) | [101](#sB50C39816AED51D48AB4F8501C42C08F) |

| [15 Condensed Consolidating Financial Statements](#s202B3CB97BAF54099C17A0BB30D00141) | [102](#s202B3CB97BAF54099C17A0BB30D00141) |

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February 10, 2020

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Operating-related expenses | 1,801 | | | | 1,698 | | | | 1,694 | | |

| | (2 | | ) | | 2 | | | | (10 | | ) |

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| 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 | | |

We adopted the new lease standard effective January 1, 2019 using the modified retrospective transition method.

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.

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| --- | --- | --- | --- | --- |

In August of 2017, the FASB issued guidance to enhance the hedge accounting model for both nonfinancial and financial risk components, which includes amendments to address certain aspects of recognition and presentation disclosure.

The guidance is effective for reporting periods beginning after December 15, 2019; however, early adoption is permitted.

The guidance is effective for reporting periods beginning after December 15, 2019.

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.

The adoption of the new standard will impact our process around the assessment of the adequacy of our allowance for doubtful accounts on accounts receivable and contract assets to incorporate the impact of forecasts of future economic conditions, in addition to past events and current economic conditions.

Based on our preliminary analysis, we anticipate that following the adoption of the new standard, the Company will recognize an immaterial adjustment to retained earnings as of the date of adoption.

In February of 2016, the FASB issued guidance amending the accounting for leases that requires a lessee to recognize "right of use" assets with offsetting lease liabilities on the balance sheet, with expenses recognized similar to previously issued guidance.

This guidance is effective for reporting periods beginning after December 15, 2018 with early adoption permitted.

In July of 2018, the FASB issued a subsequent update providing entities an additional transition method to adopt the new lease standard, allowing entities to adopt the standard prospectively without restating prior period's financial statements.

We have elected this transition method upon adoption on January 1, 2019.

We have also elected to apply the "package" of practical expedients permitting entities to forgo reassessment of (1) the lease classification of expired or existing leases, (2) whether any expired or existing contracts contain leases, and (3) the accounting for initial direct costs of existing leases.

This standard had a material impact on our consolidated balance sheet, but did not have an impact on our consolidated statements of income or cash flows.

As part of our implementation process, we have refined our processes, procedures, and controls to capture the complete population of leases that incorporates a third party software solution to report the financial statement impact of the new standard.

See Note 12 *—* *Commitments and Contingencies* for further details on our leases.

The completion of this acquisition is subject to certain closing conditions.

As of December 31, [removed: 2019,] [added: 2020,] 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, [removed: 2019.][added: 2020.]

[removed: | 1. | Management] [added: 1.Management] is responsible for establishing and maintaining adequate internal control over financial reporting. [removed: |]

[removed: | 2. |] Management has [removed: 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. [removed: |]

[removed: | 3. | Based] [added: 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, [removed: 2019. There are no material weaknesses in our internal control over financial reporting that have been identified by management. |][added: 2020.]

[removed: | 4. | Our] [added: 4.Our] independent registered public accounting firm, Ernst & Young LLP, has audited our consolidated financial statements for the year ended December 31, [removed: 2019,] [added: 2020,] and has issued their reports on the financial statements and the effectiveness of our internal control over financial reporting. [removed: These reports are located on pages 57, 58 and 59 of this Annual Report on Form 10-K. |]

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”).

There are no material weaknesses in our internal control over financial reporting that have been identified by management.

These reports are located on pages 66, 67 and 68 of this Annual Report on Form 10-K.

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| --- | --- |

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the [removed: Securities] Exchange [removed: Act of 1934,] [added: Act,] an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the reporting period, it or any of [removed: its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or]

Revenue in [removed: 2019] [added: 2020] attributable to the transactions or dealings by the Company described below was approximately [removed: $3.48 million] [added: $10,175] with net profit from such sales being a fraction of the revenues.

During [removed: 2019,] [added: 2020,] Platts, a division of the Company that provides energy-related information in over 150 countries, sold information and informational materials, which are generally exempt from U.S. economic sanctions, to subscribers that are owned or controlled, or appear to be owned or controlled, by the Government of [removed: Iran.][added: Iran or are otherwise subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.]

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its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders.

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entities designated pursuant to certain Executive Orders.

As previously disclosed, during 2019 S&P Global had two relationships with customers that were designated pursuant to Executive Order 13224; the Company terminated its relationships with those entities and ceased collecting revenue relating to those relationships.

Information about our directors is contained under the caption “Board of Directors and Corporate Governance-Director Biographies” in our Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2019] [added: 2020] (the [removed: “2020] [added: “2021] Proxy Statement”) and is incorporated herein by reference.

[removed: | • |] [added: -] Code of Business Ethics for all employees; [removed: |]

[removed: | • |] [added: -] Code of Business Conduct and Ethics for Directors; [removed: |]

[removed: | • |] [added: -] Employee Complaint Procedures (Accounting and Auditing Matters); [removed: |]

[removed: | • |] [added: -] Certificate of Incorporation; [removed: |]

[removed: | • |] [added: -] By-Laws; [removed: |]

[removed: | • |] [added: -] Corporate Governance Guidelines; [removed: |]

[removed: | • |] [added: -] Audit Committee Charter; [removed: |]

[removed: | • |] [added: -] Compensation and Leadership Development Committee Charter; [removed: |]

[removed: | • |] [added: -] Nominating and Corporate Governance Committee Charter; [removed: |]

[removed: | • |] [added: -] Financial Committee Charter; and [removed: |]

[removed: | • |] [added: -] Executive Committee Charter. [removed: |]

Information about the procedures by which security holders may recommend nominees to our Board of Directors can be found in our [removed: 2020] [added: 2021] 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 [removed: 2020] [added: 2021] 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.

Promptly following the [removed: 2020] [added: 2021] 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 [removed: May 28, 2019.][added: June 17, 2020.]

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| --- | --- |

Information about director and executive officer compensation, Compensation Committee interlocks and the Compensation Committee Report is contained in our [removed: 2020] [added: 2021] Proxy Statement under the captions [removed: “2019] [added: “2020] Director Compensation,” “Board of

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The following table details our equity compensation plans as of December 31, [removed: 2019:][added: 2020:]

| | [added: | |] Equity Compensation Plans’ Information | | | | | | | | | | [added: | | | | | | | |]

| Plan category | [added: | |] Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | [added: | | |] Weighted-average exercise price of outstanding options, warrants and rights | | | | [added: | |] Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | [added: | | |]

[removed: | 1 | Shares] [added: 1Shares] to be issued upon exercise of outstanding options under our Stock Incentive Plans. [removed: |]

[removed: | 2 | Included in this number are 517,917 shares reserved for issuance under the Director Deferred Stock Ownership Plan.] The remaining [removed: 19,975,311] [added: 19,668,501] 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. [removed: |]

[removed: | 3 | Under] [added: 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. [removed: |]

[removed: | • |] [added: -] forfeited, cancelled, settled in cash or property other than stock, or otherwise not distributable under the 2019 Plan; [removed: |]

[removed: | • |] [added: -] tendered or withheld to pay the exercise or purchase price of an award under the 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 2019 Plan; or [removed: |]

[removed: | • |] [added: -] repurchased by us with the option proceeds in respect of the exercise of a stock option under the 2019 Plan. [removed: |]

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 [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | (a) | | | | | | (b) | | | | | | (c) | | | | | |

| Equity compensation plans approved by security holders | | | 457,088 | | | 1 | | | $ | 60.46 | | | | | 20,176,653 | | | 2,3 | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

2Included in this number are 508,152 shares reserved for issuance under the Director Deferred Stock Ownership Plan.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | (a) | | | (b) | | | | (c) | | |

| Equity compensation plans approved by security holders | 718,629 | | 1 | $ | 55.73 | | | 20,493,228 | | 2,3 |

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| --- | --- |

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 [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.

During the year ended December 31, [removed: 2019,] [added: 2020,] 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 [removed: 2020] [added: 2021] Proxy Statement under the caption “Independent Registered Public Accounting Firm’s Fees and Services” and is incorporated herein by reference.

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[removed: | 1. |] [added: - Notes to the Consolidated] Financial Statements [removed: |]

[removed: | • |] [added: -] Reports of Independent Registered Public Accounting Firm [removed: |]

[removed: | • |] [added: -] Consolidated Statements of Income for the three years ended December 31, [removed: 2019 |][added: 2020]

[removed: | • |] [added: -] Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 2019 |][added: 2020]

[removed: | • |] [added: -] Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018 |][added: 2019]

[removed: | • |] [added: -] Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 2019 |][added: 2020]

[removed: | • |] [added: -] Consolidated Statements of Equity for the three years ended December 31, [removed: 2019 |][added: 2020]

[removed: | • |] [added: -] Schedule II—Valuation and Qualifying Accounts [removed: |]

[removed: | 3. | Exhibits] [added: 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. [removed: |]

| Additions/(deductions) | [added: | |] Balance [removed: at beginning of year] [added: at beginning of year] | | | | [added: | |] Net [removed: charges to] [added: charges to] income | | | | [added: | |] Deductions and other 1 | | | | [added: | |] Balance at [removed: end of] [added: end of] year | | |

| Year ended December 31, 2019 | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| Allowance for doubtful accounts | [added: | |] $ | 34 | | | [added: | |] $ | [removed: 17] [added: 24] | | | [added: | |] $ | [removed: (17] [added: (28)] | [removed: )] | | [added: | |] $ | [removed: 34] [added: 30] | |