What changed in this filing

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Item 9A. Controls and Procedures

2022-02-08 compared with 2021-02-09 · 27 added, 23 removed, 246 unchanged (17% of the section changed)

22 unchanged sentences

IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT DISCLOSURE

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Exchange Act, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the reporting period, it or any of

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

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the

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

Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable laws and regulations.

Revenue in 2020 attributable to the transactions or dealings by the Company described below was approximately $10,175 with net profit from such sales being a fraction of the revenues.

During 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.

During 2021, the Company recorded no revenue or net profit attributable to the transactions or dealings described below.

The amount recorded in connection with the foregoing reflects the uncertainty of collection.

During 2021, Platts, a division of the Company that provides energy-related information in over 150 countries, provided 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 Iran or are otherwise subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

Platts provided such subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency, generating revenue that was a de minimis portion of both the division's and the Company’s revenue.

Platts provided such subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency.

The Company will continue to monitor its provision of products and services to such subscribers.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

Information about our directors is contained under the caption “Board of Directors and Corporate Governance-Director Biographies” in our Proxy Statement for our 2022 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 (the “2022 Proxy Statement”) and is incorporated herein by reference.

The information under the heading “Executive Officers of the Registrant” in Part I of this Annual Report on Form 10-K is also incorporated herein by reference.

The information under the heading “Information about our Executive Officers” in Part I of this Annual Report on Form 10-K is also incorporated herein by reference.

Code of Ethics

94 unchanged sentences

, incorporated by reference from Registrant’s Form 8-K filed November 30, 2020**

(2.6) Amendment No.

1 to Agreement and Plan of Merger by and among S&P Global Inc., Sapphire Subsidiary, Ltd., and IHS Markit Ltd.

dated as of January 20, 2021 , incorporated by reference from the Registrant's Form S-4/A filed January 20, 2021

(2.7) Asset Purchase Agreement, by and between S&P Global Inc.

and Factset Research Systems Inc., dated as of December 24, 2021 **

(3.1) Amended and Restated Certificate of Incorporation of Registrant , incorporated by reference from Registrant’s Form 8-K filed May 18, 2020.

(3.2) By-Laws of Registrant, as amended and restated on April 27, 2016 , incorporated by reference from the Registrant’s Form 8-K filed April 29, 2016.

(3.2) By-Laws of Registrant, as amended and restated on September 29, 2021 , incorporated by reference from the Registrant’s Form 8-K filed October 5, 2021.

(4.1) Indenture dated as of November 2, 2007 between the Registrant, as issuer, and The Bank of New York, as trustee , incorporated by reference from Registrant’s Form 8-K filed November 2, 2007.

27 unchanged sentences

(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.

(10.4)* Form of 2019 Performance Share Unit Terms and Conditio ns , incorporated by reference from the Registrant's Form 10-Q filed on May 3, 2019.

(10.5)* Form of 2020 Performance Share Unit Terms and Conditions , as incorporated by reference from the Registrant’s Form 10-Q filed on April 28, 2020

(10.6)* Form of 2021 Performance Share Unit Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021.

(10.7)* Form of 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.

(10.7)* Form of 2019 Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant’s Form 10-Q filed on May 3, 2019

(10.8)* Form of 2020 Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on April 28, 2020

(10.9)* Form of 2021 Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021

(10.13)* 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.

(10.10)* Form of Cliff Vested Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021

(10.11)* Form of S&P Dow Jones Indices 2019 Long-Term Cash Incentive Compensation Plan , incorporated by reference from the Registrant's Form 10-Q filed on May 3, 2019.

(10.12)* Form of S&P Dow Jones Indices 2020 Long-Term Cash Incentive Compensation Plan , incorporated by reference from the Registrant's Form 10-Q filed on April 28, 2020

(10.13)* Form of S&P Dow Jones Indices 2021 Long-Term Cash Incentive Compensation Plan , incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021

(10.14)* Form of Stock Option Award , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013.

4 unchanged sentences

(10.19)* Registrant's Senior Executive Severance Plan, amended and restated as of January 1, 2016 , incorporated by reference from the Registrant's Form 10-Q filed April 26, 2016.

(10.20) Revolving Five-Year Credit Agreement, dated as of June 30, 2017, among the Company, Standard & Poor's Financial Services LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and Bank of America, N.A.

as syndication agent , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.

(10.20) Revolving Five-Year Credit Agreement, dated as of April 26, 2021, among the Company, Standard & Poor's Financial Services LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and Bank of America, N.A.

as syndication agent , incorporated by reference from the Registrant’s Form 10-Q filed July 29, 2021.

(10.21)* Registrant’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008 , incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.

4 unchanged sentences

(10.26)* Fifth Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2020 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.

(10.27)* Sixth Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2020 .

(10.27)* Sixth Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 202 1 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2020.

(10.28)* Standard & Poor’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.

5 unchanged sentences

(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 .

(10.35)* Seventh Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2021 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2020.

(10.36)* Registrant’s 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2016 , incorporated by reference from the Registrant's Form 10-Q filed April 26, 2016.

18 unchanged sentences

(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.

(10.54)* S&P Global Inc.

1 unchanged sentence

(21) Subsidiaries of the Registrant .

(22) Subsidiary Guarantor of Guaranteed Securities

(23) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm .

37 unchanged sentences

/s/ William D.

/s/ Charles E.

Haldeman, Jr.

/s/ Stephanie C.

5 unchanged sentences

/s/ Edward B.

/s/ Gregory Washington

Gregory Washington

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures