Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
We have filed the required certifications under Section 302 of the Sarbanes-Oxley Act of 2002 incorporated herein by reference from Exhibits (31.1) and (31.2) to this Annual Report on Form 10-K. In addition we have filed the required certifications under Section 906 of the Sarbanes-Oxley Act of 2002 incorporated herein by reference from Exhibit (32) to this Annual Report on Form 10-K.
This Item 9A. includes information concerning the controls and control evaluations referred to in the required certifications.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed so that information required to be disclosed in our reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
As of December 31, 2021, an evaluation was performed under the supervision and with the participation of management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the U.S. Securities Exchange Act of 1934). Based on that evaluation, management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, 2021.
Management’s Annual Report on Internal Control Over Financial Reporting
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, management is required to provide the following report on our internal control over financial reporting:
1. Management is responsible for establishing and maintaining adequate internal control over financial reporting.
2. Management has evaluated the effectiveness of the system of internal control using the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework (“COSO 2013 framework”). Management has selected the COSO 2013 framework for its evaluation as it is a control framework recognized by the SEC and the Public Company Accounting Oversight Board that is free from bias, permits reasonably consistent qualitative and quantitative measurement of our internal controls, is sufficiently complete so that relevant controls are not omitted and is relevant to an evaluation of internal controls over financial reporting.
3. Based on management’s evaluation under this framework, management has concluded that our internal controls over financial reporting were effective as of December 31, 2021. There are no material weaknesses in our internal control over financial reporting that have been identified by management.
4. Our independent registered public accounting firm, Ernst & Young LLP, has audited our consolidated financial statements for the year ended December 31, 2021, and has issued their reports on the financial statements and the effectiveness of our internal control over financial reporting. These reports are located on pages 64, 65 and 66 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT DISCLOSURE
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the
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reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or 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.
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. The Company will continue to monitor its provision of products and services to such subscribers.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information about our directors is contained under the caption “Board of Directors and Corporate Governance-Director Biographies” in our Proxy Statement for our 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 “Information about our Executive Officers” in Part I of this Annual Report on Form 10-K is also incorporated herein by reference.
Code of Ethics
We have adopted a Code of Ethics that applies to our CEO, CFO, chief accounting officer and senior financial officers. To access such code, go to the Corporate Governance section of our Investor Relations website at http://investor.spglobal.com. Any waivers that may in the future be granted from such Code and amendments thereto will be posted at such website address. In addition to our Code of Ethics for the CEO and senior financial officers noted above, the following documents may be found on our website at the above website address:
• Code of Business Ethics for all employees;
• Code of Business Conduct and Ethics for Directors;
• Employee Complaint Procedures (Accounting and Auditing Matters);
• Certificate of Incorporation;
• By-Laws;
• Corporate Governance Guidelines;
• Audit Committee Charter;
• Compensation and Leadership Development Committee Charter;
• Nominating and Corporate Governance Committee Charter;
• Financial Committee Charter; and
• Executive Committee Charter.
The foregoing documents are also available in print, free of charge, to any shareholder who requests them. Requests for printed copies may be e-mailed to corporate.secretary@spglobal.com or mailed to the Corporate Secretary, S&P Global Inc., 55 Water Street, New York, NY 10041-0001.
Information about the procedures by which security holders may recommend nominees to our Board of Directors can be found in our 2022 Proxy Statement under the caption “Board of Directors and Corporate Governance-Committees of the Board of Directors-Nominating and Corporate Governance Committee” and is incorporated herein by reference.
Information concerning the composition of the Audit Committee and our Audit Committee financial experts is contained in our 2022 Proxy Statement under the caption “Board of Directors and Corporate Governance-Committees of the Board of Directors-Audit Committee” and is incorporated herein by reference.
New York Stock Exchange Certification
Promptly following the 2022 annual meeting of shareholders, we intend to file with the NYSE the CEO certification regarding our compliance with the NYSE’s corporate governance listing standards as required by NYSE Rule 303A.12. Last year, we filed this CEO certification with the NYSE on June 4, 2021.
Item 11. Executive Compensation
Information about director and executive officer compensation, Compensation Committee interlocks and the Compensation Committee Report is contained in our 2022 Proxy Statement under the captions “2021 Director Compensation,” “Board of
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Directors and Corporate Governance-Compensation Committee Interlocks and Insider Participation,” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Set forth below is information with respect to securities authorized for issuance under equity compensation plans:
The following table details our equity compensation plans as of December 31, 2021:
Equity Compensation Plans’ Information
(a) (b) (c)
Plan category Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights Weighted-average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
Equity compensation plans approved by security holders 280,281 1
$ 67.14 19,954,485 2,3
1 Shares to be issued upon exercise of outstanding options under our Stock Incentive Plans.
2 Included in this number are 499,749 shares reserved for issuance under the Director Deferred Stock Ownership Plan. The remaining 19,454,736 shares are reserved for issuance under the 2019 Stock Incentive Plan (the “2019 Plan”) for Performance Stock, Restricted Stock, Other Stock-Based Awards, Stock Options and Stock Appreciation Rights.
3 Under the terms of the 2019 Plan, shares subject to an award or shares paid in settlement of a dividend equivalent reduce the number of shares available under the 2019 Plan by one share for each such share granted or paid.
The 2019 Plan is also governed by certain share recapture provisions. The aggregate number of shares of stock available under the 2019 Plan for issuance are increased by the number of shares of stock granted as an award under the 2019 Plan that are:
• forfeited, cancelled, settled in cash or property other than stock, or otherwise not distributable under the 2019 Plan;
• 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
• repurchased by us with the option proceeds in respect of the exercise of a stock option under the 2019 Plan.
Information on the number of shares our common stock beneficially owned by each director and named executive officer, by all directors and executive officers as a group and on each beneficial owner of more than 5% of our common stock is contained under the caption “Ownership of Company Stock” in our 2022 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information with respect to certain relationships and related transactions and director independence is contained under the captions “Board of Directors and Corporate Governance-Transactions with Related Persons” in our 2022 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
During the year ended December 31, 2021, Ernst & Young LLP audited the consolidated financial statements of the Registrant and its subsidiaries.
Information on our Audit Committee’s pre-approval policy for audit services and information on our principal accountant fees and services is contained in our 2022 Proxy Statement under the caption “Independent Registered Public Accounting Firm’s Fees and Services” and is incorporated herein by reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this Annual Report on Form 10-K:
1. Financial Statements
• Reports of Independent Registered Public Accounting Firm
• Consolidated Statements of Income for the three years ended December 31, 2021
• Consolidated Statements of Comprehensive Income for the three years ended December 31, 2021
• Consolidated Balance Sheets as of December 31, 2021 and 2020
• Consolidated Statements of Cash Flows for the three years ended December 31, 2021
• Consolidated Statements of Equity for the three years ended December 31, 2021
• 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.
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S&P Global
Schedule II – Valuation and Qualifying Accounts
(in millions)
Additions/(deductions) Balance at
beginning of
year Net charges
to income Deductions and other 1
Balance at end
of year
Year ended December 31, 2021
Allowance for doubtful accounts $ 30 $ 14 $ ( 18 ) $ 26
Year ended December 31, 2020
Allowance for doubtful accounts $ 34 $ 24 $ ( 28 ) $ 30
Year ended December 31, 2019
Allowance for doubtful accounts $ 34 $ 17 $ ( 17 ) $ 34
1 Primarily includes uncollectible accounts written off, net of recoveries, impact of acquisitions and divestitures and adjustments for foreign currency translation.
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Exhibit
Number Exhibit Index
(2.1) Purchase and Sale Agreement between the Registrant, McGraw-Hill Education LLC, various sellers named therein and MHE Acquisition, LLC, dated November 26, 2012 , incorporated by reference from Registrant's Form 8-K filed November 26, 2012.
(2.2) Amendment No. 1 to Sale Agreement, dated March 4, 2013 , incorporated by reference from Registrant’s Form 8-K filed March 5, 2013.
(2.3) Agreement and Plan of Merger, dated as of July 24, 2015, among the Company, Venus Sub LLC, SNL Financial LC and New Mountain Partners III (AIV-C), L.P. , as incorporated by reference from the Registrant’s Form 8-K filed on July 29, 2015.
(2.4) Stock and Asset Purchase Agreement between McGraw Hill Financial, Inc. and Jefferson Bidco Inc., dated as of April 15, 2016 , incorporated by reference from the Registrant's Form 10-Q filed July 28, 2016.
(2.5) Agreement and Plan of Merger, dated as of November 29, 2020, by and among S&P Global Inc., IHS Markit Ltd. and Sapphire Subsidiary, Ltd. , incorporated by reference from Registrant’s Form 8-K filed November 30, 2020**
(2.6) Amendment No. 1 to Agreement and Plan of Merger by and among S&P Global Inc., Sapphire Subsidiary, Ltd., and IHS Markit Ltd. dated as of January 20, 2021 , incorporated by reference from the Registrant's Form S-4/A filed January 20, 2021
(2.7) Asset Purchase Agreement, by and between S&P Global Inc. and Factset Research Systems Inc., dated as of December 24, 2021 **
(3.1) Amended and Restated Certificate of Incorporation of Registrant , incorporated by reference from Registrant’s Form 8-K filed May 18, 2020.
(3.2) By-Laws of Registrant, as amended and restated on September 29, 2021 , incorporated by reference from the Registrant’s Form 8-K filed October 5, 2021.
(4.1) Indenture dated as of November 2, 2007 between the Registrant, as issuer, and The Bank of New York, as trustee , incorporated by reference from Registrant’s Form 8-K filed November 2, 2007.
(4.2) First Supplemental Indenture, dated January 1, 2009, between the Company and The Bank of New York Mellon, as trustee , incorporated by reference from Registrant’s Form 8-K filed January 2, 2009.
(4.3) Indenture dated as of May 26, 2015, among the Company, Standard & Poor's Financial Services LLC and U.S. Bank National Association, as trustee , as incorporated by reference from the Registrant’s Form 8-K filed on May 26, 2015.
(4.4) First Supplemental Indenture dated as of May 26, 2015, among the Company, Standard & Poor's Financial Services LLC and U.S. Bank National Association, as trustee, as incorporated by reference from the Registrant’s Form 8-K filed on May 26, 2015.
(4.5) Second Supplemental Indenture dated as of August 18, 2015, among the Company, Standard & Poor’s Financial Services LLC and U.S. Bank National Association, as trustee , as incorporated by reference from the Registrant’s Form 8-K filed on August 18, 2015.
(4.6) Third Supplemental Indenture dated as of September 22, 2016, among S&P Global Inc., Standard & Poor’s Financial Services LLC and U.S. Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016.
(4.7) Fourth Supplemental Indenture dated as of May 17, 2018, among S&P Global Inc., Standard & Poor’s Financial Services LLC and U.S. Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on May 17, 2018.
(4.8) Fifth Supplemental Indenture dated as of November 26, 2019, among the Company, Standard & Poor’s Financial Services LLC, and U.S. Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on November 26, 2019.
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(4.9) Sixth Supplemental Indenture dated as of August 13, 2020, among the Company, Standard & Poor’s Financial Services LLC, and U.S. Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on August 13, 2020.
(4.10) Form of 6.550% Senior Note due 2037 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2019.
(4.11) Form of 4.000% Senior Note due 2025 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2015.
(4.12) Form of 2.950% Senior Note due 2027 , incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016.
(4.13) Form of 4.500% Senior Note due 2048 (included in Ex. 4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed May 17, 2018.
(4.14) Form of 2.500% Senior Note due 2029 (included in Ex. 4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed November 26, 2019.
(4.15) Form of 3.250% Senior Note due 2049 (included in Ex. 4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed November 26, 2019.
(4.16) Description of the Registrant's Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.
(10.1) Form of Indemnification Agreement between Registrant and each of its directors and certain of its executive officers , incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2004.
(10.2)* Registrant’s 2002 Stock Incentive Plan, as amended and restated as of January 1, 2016 , incorporated by reference from the Registrant’s Form 10-Q filed April 26, 2016.
(10.3)* Registrant’s 2019 Stock Incentive Plan , incorporated by reference from Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2019.
(10.4)* Form of 2019 Performance Share Unit Terms and Conditio ns , incorporated by reference from the Registrant's Form 10-Q filed on May 3, 2019.
(10.5)* Form of 2020 Performance Share Unit Terms and Conditions , as incorporated by reference from the Registrant’s Form 10-Q filed on April 28, 2020
(10.6)* Form of 2021 Performance Share Unit Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021.
(10.7)* Form of 2019 Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant’s Form 10-Q filed on May 3, 2019
(10.8)* Form of 2020 Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on April 28, 2020
(10.9)* Form of 2021 Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021
(10.10)* Form of Cliff Vested Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021
(10.11)* Form of S&P Dow Jones Indices 2019 Long-Term Cash Incentive Compensation Plan , incorporated by reference from the Registrant's Form 10-Q filed on May 3, 2019.
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(10.12)* Form of S&P Dow Jones Indices 2020 Long-Term Cash Incentive Compensation Plan , incorporated by reference from the Registrant's Form 10-Q filed on April 28, 2020
(10.13)* Form of S&P Dow Jones Indices 2021 Long-Term Cash Incentive Compensation Plan , incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2021
(10.14)* Form of Stock Option Award , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013.
(10.15)* Registrant’s Key Executive Short-Term Incentive Deferred Compensation Plan, as amended and restated as of January 1, 2008 , incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.
(10.16)* Resolutions terminating deferrals under the Key Executive Short-Term Deferred Compensation Plan , dated October 23, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.
(10.17)* Registrant’s Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2016 , incorporated by reference from Registrant’s Form 10-Q filed November 3, 2016.
(10.18)* Registrant’s Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2017 , incorporated by reference from Registrant’s Form 10-Q filed October 26, 2017.
(10.19)* Registrant's Senior Executive Severance Plan, amended and restated as of January 1, 2016 , incorporated by reference from the Registrant's Form 10-Q filed April 26, 2016.
(10.20) Revolving Five-Year Credit Agreement, dated as of April 26, 2021, among the Company, Standard & Poor's Financial Services LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and Bank of America, N.A. as syndication agent , incorporated by reference from the Registrant’s Form 10-Q filed July 29, 2021.
(10.21)* Registrant’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008 , incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.
(10.22)* First Amendment to Registrant’s Employee Retirement Plan Supplement, effective as of January 1, 2009 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
(10.23)* Second Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2010 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
(10.24)* Third Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2012 , incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.
(10.25)* Fourth Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of May 1, 2013 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013.
(10.26)* Fifth Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2020 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.
(10.27)* Sixth Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 202 1 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2020.
(10.28)* Standard & Poor’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
(10.29)* First Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of December 2, 2009 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
(10.30)* Second Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of January 1, 2010 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
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(10.31)* Third Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of January 1, 2012 , incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.
(10.32)* Fourth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2014 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013.
(10.33)* Fifth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, dated December 23, 2014 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.
(10.34)* Sixth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2020 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.
(10.35)* Seventh Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2021 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2020.
(10.36)* Registrant’s 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2016 , incorporated by reference from the Registrant's Form 10-Q filed April 26, 2016.
(10.37)* Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, as amended and restated as of January 1, 2008 , incorporated by reference from Registrant's Form 10-K for the fiscal year ended December 31, 2007.
(10.38)* Amendment to Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, effective as of January 1, 2010 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
(10.39)* Registrant's Director Retirement Plan, incorporated by reference from Registrant’s Form SE filed March 29, 1990 in connection with Registrant’s Form 10-K for the fiscal year ended December 31, 1989.
(10.40)* Resolutions Freezing Existing Benefits and Terminating Additional Benefits under Registrant’s Directors Retirement Plan, as adopted on January 31, 1996, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 1996.
(10.41)* Registrant’s Director Deferred Compensation Plan, as amended and restated as of January 1, 2008 , incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.
(10.42)* Registrant’s Director Deferred Stock Ownership Plan , incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2010.
(10.43)* Registrant’s Director Deferred Stock Ownership Plan as Amended and Restated effective January 1, 2017 , incorporated by reference from Registrant’s Form 10-Q filed July 27, 2017.
(10.44)* Registrant’s Amended and Restated Director Deferred Stock Ownership Plan , incorporated by reference from Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2019.
(10.45)* Amendment dated December 9, 2011 to offer letter dated November 2, 2010 to Jack F. Callahan, Jr., Executive Vice President and Chief Financial Officer , incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.
(10.46)* Amendment dated December 9, 2011 to offer letter dated October 27, 2010 to John L. Berisford, Executive Vice President, Human Resources , incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.
(10.47)* Letter Agreement, dated July 11, 2013, with Harold McGraw III regarding his compensation arrangement for serving as Non-Executive Chairman of the Board , incorporated by reference from Registrant’s Form 8-K filed July 11, 2013.
(10.48)* Separation Agreement dated September 24, 2015 between the Company and Neeraj Sahai , as incorporated by reference from the Registrant’s Registration Statement on Form S-4 filed on October 30, 2015.
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(10.49)* Letter Agreement dated February 18, 2016, with Imogen Dillon Hatcher regarding certain amendments to her Contract of Employment with McGraw-Hill International (U.K.) Limited, dated November 27, 2013 , incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016.
(10.50)* Separation Agreement and Release dated October 30, 2015 between the Company and Lucy Fato , incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016.
(10.51)* Registrant’s Pay Recovery Policy, restated effective as of January 1, 2015 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.
(10.52)* S&P Ratings Services Pay Recovery Policy, effective as of October 1, 2014 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.
(10.53) Settlement Agreement dated February 2, 2015 among the Company, Standard & Poor's Financial Services LLC, the United States, acting through the Department of Justice, and various States and the District of Columbia, acting through their respective Attorneys General , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.
(10.54)* S&P Global Inc. Management Supplemental Death & Disability Benefits Plan, Amended and Restated January 1, 2020 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.
(21) Subsidiaries of the Registrant .
(22) Subsidiary Guarantor of Guaranteed Securities
(23) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm .
(31.1) Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended .
(31.2) Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended .
(32) Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
(101.INS) Inline XBRL Instance Document
(101.SCH) Inline XBRL Taxonomy Extension Schema
(101.CAL) Inline XBRL Taxonomy Extension Calculation Linkbase
(101.LAB) Inline XBRL Taxonomy Extension Label Linkbase
(101.PRE) Inline XBRL Taxonomy Extension Presentation Linkbase
(101.DEF) Inline XBRL Taxonomy Extension Definition Linkbase
(101.LAB) Inline XBRL Taxonomy Extension Label Linkbase
(101.PRE) Inline XBRL Taxonomy Extension Presentation Linkbase
(101.DEF) Inline XBRL Taxonomy Extension Definition Linkbase
(104) Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)
* These exhibits relate to management contracts or compensatory plan arrangements.
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** 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.
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Item 16. Form 10-K Summary
None.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
S&P Global Inc.
Registrant
By:
/s/ Douglas L. Peterson
Douglas L. Peterson
President and Chief Executive Officer
February 8, 2022
Each individual whose signature appears below constitutes and appoints Douglas L. Peterson and Ewout L. Steenbergen, and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Form 10-K filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on February 8, 2022 on behalf of the Registrant by the following persons who signed in the capacities as set forth below under their respective names.
/s/ Douglas L. Peterson
Douglas L. Peterson
President and Chief Executive Officer and Director
/s/ Ewout L. Steenbergen
Ewout L. Steenbergen
Executive Vice President and Chief Financial Officer
/s/ Christopher F. Craig
Christopher F. Craig
Senior Vice President, Controller and Chief Accounting Officer
/s/ Richard E. Thornburgh
Richard E. Thornburgh
Chairman of the Board and Director
/s/ Marco Alverà
Marco Alverà
Director
/s/ William J. Amelio
William J. Amelio
Director
/s/ William D. Green
William D. Green
Director
/s/ Stephanie C. Hill
Stephanie C. Hill
Director
/s/ Rebecca Jacoby
Rebecca Jacoby
Director
/s/ Monique F. Leroux
Monique F. Leroux
Director
/s/ Ian Paul Livingston
Ian Paul Livingston
Director
/s/ Maria R. Morris
Maria R. Morris
Director
/s/ Edward B. Rust, Jr.
Edward B. Rust, Jr.
Director
/s/ Kurt L. Schmoke
Kurt L. Schmoke
Director
/s/ Gregory Washington
Gregory Washington
Director
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