Item 15. Exhibits, Financial Statement Schedules
32K characters. Original on sec.gov · Markdown
Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this Annual Report on Form 10-K:
1.Financial Statements
-
Reports of Independent Registered Public Accounting Firm
-
Consolidated Statements of Income for the three years ended December 31, 2020
-
Consolidated Statements of Comprehensive Income for the three years ended December 31, 2020
-
Consolidated Balance Sheets as of December 31, 2020 and 2019
-
Consolidated Statements of Cash Flows for the three years ended December 31, 2020
-
Consolidated Statements of Equity for the three years ended December 31, 2020
-
Notes to the Consolidated Financial Statements
2.Financial Schedule
- Schedule II—Valuation and Qualifying Accounts
All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.
3.Exhibits – The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding such Exhibits, and such Exhibit Index is incorporated herein by reference.
Table of Contents
S&P Global
Schedule II – Valuation and Qualifying Accounts
(in millions)
| Additions/(deductions) | Balance at beginning of year | Net charges to income | Deductions and other 1 | Balance at end of year | |||||||||||||||||||
| Year ended December 31, 2020 | |||||||||||||||||||||||
| Allowance for doubtful accounts | $ | 34 | $ | 24 | $ | (28) | $ | 30 | |||||||||||||||
| Year ended December 31, 2019 | |||||||||||||||||||||||
| Allowance for doubtful accounts | $ | 34 | $ | 17 | $ | (17) | $ | 34 | |||||||||||||||
| Year ended December 31, 2018 | |||||||||||||||||||||||
| Allowance for doubtful accounts | $ | 33 | $ | 21 | $ | (20) | $ | 34 |
1Primarily includes uncollectible accounts written off, net of recoveries, impact of acquisitions and divestitures and adjustments for foreign currency translation.
Table of Contents
Table of Contents
| (4.10) | Form of 6.550% Senior Note due 2037, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2019. | ||||
| (4.11) | Form of 4.000% Senior Note due 2025, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2015. | ||||
| (4.12) | Form of 2.950% Senior Note due 2027, incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016. | ||||
| (4.13) | Form of 4.500% Senior Note due 2048 (included in Ex. 4.2 of the referenced Form 8-K), incorporated by reference from the Registrant's Form 8-K filed May 17, 2018. | ||||
| (4.14) | Form of 2.500% Senior Note due 2029 (included in Ex. 4.2 of the referenced Form 8-K), incorporated by reference from the Registrant's Form 8-K filed November 26, 2019. | ||||
| (4.15) | Form of 3.250% Senior Note due 2049 (included in Ex. 4.2 of the referenced Form 8-K), incorporated by reference from the Registrant's Form 8-K filed November 26, 2019. | ||||
| (4.16) | Description of the Registrant's Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019. | ||||
| (10.1) | Form of Indemnification Agreement between Registrant and each of its directors and certain of its executive officers, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2004. | ||||
| (10.2)* | Registrant’s 2002 Stock Incentive Plan, as amended and restated as of January 1, 2016, incorporated by reference from the Registrant’s Form 10-Q filed April 26, 2016. | ||||
| (10.3)* | Registrant’s 2019 Stock Incentive Plan, incorporated by reference from Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2019. | ||||
| (10.4)* | Form of Performance Share Unit Terms and Conditions, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014. | ||||
| (10.5)* | Form of Performance Share Unit Terms and Conditions, as incorporated by reference from the Registrant’s Form 10-Q filed on April 28, 2015. | ||||
| (10.6)* | Form of Performance Share Unit Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016. | ||||
| (10.7)* | Form of Performance Share Unit Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2017. | ||||
| (10.8)* | Form of Performance Share Unit Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2018. | ||||
| (10.9)* | Form of Restricted Stock Unit Award Terms and Conditions, as incorporated by reference from the Registrant’s Form 10-Q filed on April 28, 2015. | ||||
| (10.10)* | Form of Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016. | ||||
| (10.11)* | Form of Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2017. | ||||
| (10.12)* | Form of Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2018. | ||||
| (10.13)* | Form of Restricted Stock Unit Award - Tranche Vesting Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2018. | ||||
Table of Contents
Table of Contents
| (10.33)* | Fifth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, dated December 23, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014. | ||||
| (10.34)* | Sixth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2020, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019. | ||||
| (10.35)* | Seventh Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2021. | ||||
| (10.36)* | Registrant’s 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2016, incorporated by reference from the Registrant's Form 10-Q filed April 26, 2016. | ||||
| (10.37)* | Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant's Form 10-K for the fiscal year ended December 31, 2007. | ||||
| (10.38)* | Amendment to Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. | ||||
| (10.39)* | Registrant's Director Retirement Plan, incorporated by reference from Registrant’s Form SE filed March 29, 1990 in connection with Registrant’s Form 10-K for the fiscal year ended December 31, 1989. | ||||
| (10.40)* | Resolutions Freezing Existing Benefits and Terminating Additional Benefits under Registrant’s Directors Retirement Plan, as adopted on January 31, 1996, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 1996. | ||||
| (10.41)* | Registrant’s Director Deferred Compensation Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007. | ||||
| (10.42)* | Registrant’s Director Deferred Stock Ownership Plan, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2010. | ||||
| (10.43)* | Registrant’s Director Deferred Stock Ownership Plan as Amended and Restated effective January 1, 2017, incorporated by reference from Registrant’s Form 10-Q filed July 27, 2017. | ||||
| (10.44)* | Registrant’s Amended and Restated Director Deferred Stock Ownership Plan, incorporated by reference from Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2019. | ||||
| (10.45)* | Amendment dated December 9, 2011 to offer letter dated November 2, 2010 to Jack F. Callahan, Jr., Executive Vice President and Chief Financial Officer, incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011. | ||||
| (10.46)* | Amendment dated December 9, 2011 to offer letter dated October 27, 2010 to John L. Berisford, Executive Vice President, Human Resources, incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011. | ||||
| (10.47)* | Letter Agreement, dated July 11, 2013, with Harold McGraw III regarding his compensation arrangement for serving as Non-Executive Chairman of the Board, incorporated by reference from Registrant’s Form 8-K filed July 11, 2013. | ||||
| (10.48)* | Separation Agreement dated September 24, 2015 between the Company and Neeraj Sahai, as incorporated by reference from the Registrant’s Registration Statement on Form S-4 filed on October 30, 2015. | ||||
| (10.49)* | Letter Agreement dated February 18, 2016, with Imogen Dillon Hatcher regarding certain amendments to her Contract of Employment with McGraw-Hill International (U.K.) Limited, dated November 27, 2013, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016. | ||||
| (10.50)* | Separation Agreement and Release dated October 30, 2015 between the Company and Lucy Fato, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016. | ||||
Table of Contents
| (10.51)* | Registrant’s Pay Recovery Policy, restated effective as of January 1, 2015, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014. | ||||
| (10.52)* | S&P Ratings Services Pay Recovery Policy, effective as of October 1, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014. | ||||
| (10.53) | Settlement Agreement dated February 2, 2015 among the Company, Standard & Poor's Financial Services LLC, the United States, acting through the Department of Justice, and various States and the District of Columbia, acting through their respective Attorneys General, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014. | ||||
| (10.54) | S&P Dow Jones Indices 2014 Long-Term Cash Incentive Compensation Plan dated April 1, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2017. | ||||
| (10.55) | S&P Dow Jones Indices 2014 Long-Term Cash Incentive Compensation Plan dated April 11, 2017, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2017. | ||||
| (10.56) | S&P Dow Jones Indices 2014 Long-Term Cash Incentive Compensation Plan dated April 5, 2018, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2018. | ||||
| (10.57)* | S&P Global Inc. Management Supplemental Death & Disability Benefits Plan, Amended and Restated January 1, 2020, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019. | ||||
| (21) | Subsidiaries of the Registrant. | ||||
| (23) | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | ||||
| (31.1) | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | ||||
| (31.2) | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | ||||
| (32) | Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| (101.INS) | Inline XBRL Instance Document | ||||
| (101.SCH) | Inline XBRL Taxonomy Extension Schema | ||||
| (101.CAL) | Inline XBRL Taxonomy Extension Calculation Linkbase | ||||
| (101.LAB) | Inline XBRL Taxonomy Extension Label Linkbase | ||||
| (101.PRE) | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||
| (101.DEF) | Inline XBRL Taxonomy Extension Definition Linkbase | ||||
| (101.LAB) | Inline XBRL Taxonomy Extension Label Linkbase | ||||
| (101.PRE) | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||
| (101.DEF) | Inline XBRL Taxonomy Extension Definition Linkbase | ||||
| (104) | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101) |
Table of Contents
- These exhibits relate to management contracts or compensatory plan arrangements.
** Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission (the “SEC”) upon request.
Table of Contents
Previous: Item 14. Principal Accounting Fees and Services · Next: Item 16. Form 10-K Summary