What changed in this filing

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Item 9A. Controls and Procedures

2024-02-09 compared with 2023-02-10 · 30 added, 31 removed, 277 unchanged (18% of the section changed)

32 unchanged sentences

The Company attributes a de minimis amount of gross revenues and net profits to the data sourced from Iran by Market Intelligence.

RULE 10b5-1 PLAN ELECTIONS

No Rule 10b5-1 trading arrangements or "non-Rule 10b5-1 trading arrangements" (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) during the fourth quarter of 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

23 unchanged sentences

Promptly following the 2024 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 13, 2022.

Last year, we filed this CEO certification with the NYSE on May 23, 2023.

Executive Compensation

32 unchanged sentences

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 2024 Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services

Principal Accountant Fees and Services

During the year ended December 31, 2023, Ernst & Young LLP audited the consolidated financial statements of the Registrant and its subsidiaries.

28 unchanged sentences

Number Exhibit Index

(2.1) 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.

, incorporated by reference from the Registrant’s Form 8-K filed on July 29, 2015.

(2.1) Agreement and Plan of Merger, dated as of November 29, 2020, by and among S&P Global Inc., IHS Markit Ltd.

5 unchanged sentences

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

and Factset Research Systems Inc., dated as of December 24, 2021 , incorporated by reference from the Registrant's Form 10-K filed February 8, 2022.**

(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.

and Factset Research Systems Inc., dated as of December 24, 2021 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2021.

(2.4)* Securities and Asset Purchase Agreement dated as of January 14, 2023 between IHS Markit Ltd.

and Allium Buyer LLC , incorporated by reference from the Registrant's Form 10-Q filed on April 27, 2023.

(2.5)* Acknowledgment and Amendment No.

2 to Securities and Asset Purchase Agreement dated as of May 2, 2023 between IHS Markit Ltd.

and Allium Buyer LLC , incorporated by reference from the Registrant's Form 10-Q filed on July 27, 2023.

(3.1) Amended and Restated Certificate of Incorporation of Registrant, as amended and restated on May 13, 2020 , incorporated by reference from Registrant’s Form 8-K filed May 18, 2020.

(3.2) Amended and Restated By-Laws of Registrant, as amended and restated on September 27, 2023 , incorporated by reference from the Registrant’s Form 8-K filed October 2, 2023.

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

18 unchanged sentences

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on March 18, 2022.

(4.12) Ninth Supplemental Indenture dated as of September 12, 2023, among the Company, Standard & Poor’s Financial Services LLC, and U.S.

Bank Trust Company, National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on September 12, 2023.

(4.13) Form of 6.550% Senior Note due 2037 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2019.

11 unchanged sentences

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed March 2, 2022.

(4.21) Form of 5.250% Senior Note due 2033 (included in Ex.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed September 12, 2023.

(4.22) Registration Rights Agreement dated as of March 2, 2022, among the Company, Standard & Poor’s Financial Services LLC, and the initial purchasers therein , incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022.

(4.23) Registration Rights Agreement dated as of March 18, 2022, among the Company, Standard & Poor’s Financial Services LLC, and the initial purchasers therein , incorporated by reference from the Registrant's Form 8-K filed on March 18, 2022.

(4.24) Registration Rights Agreement dated as of September 12, 2023, among the Company, Standard & Poor's Financial Services LLC, and the initial purchasers therein , incorporated by reference from the Registrant's Form 8-K filed on September 12, 2023.

(4.25) Form of 2.450% Senior Note due 2027 (included in Ex.

9 unchanged sentences

(4.30) Description of the Registrant's Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934 , incorporated by reference from the 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 the Registrant’s Form 10-K for the fiscal year ended December 31, 2004.

(10.1)** 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.

(10.2)** 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 Conditions , incorporated by reference from the Registrant's Form 10-Q filed on May 3, 2019.

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

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

(10.4)** Form of 2022 Performance Share Unit Terms and Conditions , incorporated by reference from the Registrant’s Form 10-Q filed on August 3, 2022.

(10.8)* 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.

(10.9)* 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.

(10.5)** Form of 2023 Performance Share Unit Award Terms and Conditions , incorporated by reference from the Registrant’s Form 10-Q filed on April 27, 2023.

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

(10.7)** Form of 2022 Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022.

(10.12)* Form of 2022 Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022.

(10.8)** Form of 2023 Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on April 27, 2023.

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

(10.10)** Form of 2022 Performance-Vesting Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022.

(10.15)* 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.

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

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

(10.12)** Form of S&P Dow Jones Indices 2022 Long-Term Cash Incentive Compensation Plan , incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022.

(10.19)* Form of Stock Option Award , incorporated by reference from the Registrant's Form 10-K filed on February 7, 2014.

(10.13)** Form of S&P Dow Jones Indices 2023 Long-Term Cash Incentive Compensation Plan , incorporated by reference from the Registrant's Form 10-Q filed on April 27, 2023.

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

(10.15)** Form of 2022 Long-Term Cash Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022.

1 unchanged sentence

Amended and Restated 2014 Equity Incentive Award Plan , incorporated by reference from IHS Markit Ltd.'s Form 10-Q filed on March 26, 2019.

(10.22)* Amended and Restated IHS Inc.

2004 Long-Term Incentive Plan , incorporated by reference from IHS Inc.'s Form 10-K filed on January 16, 2015.

(10.23)* Amendment No.

1 to the Amended and Restated IHS Inc.

2004 Long-Term Incentive Plan , incorporated by reference from IHS Markit Ltd.'s Form 10-K filed on January 27, 2017.

(10.17)** IHS Markit Ltd.

4 unchanged sentences

(10.20)** Resolutions terminating deferrals under the Key Executive Short-Term Deferred Compensation Plan, dated October 23, 2014 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.

(10.28)* Registrant’s Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2016 , incorporated by reference from the Registrant’s Form 10-Q filed November 3, 2016.

(10.21)** Registrant’s Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2017 , incorporated by reference from the Registrant’s Form 10-Q filed October 26, 2017.

17 unchanged sentences

(10.38)** 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.

(10.47)* Registrant's 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2023 .

(10.39)** Registrant's 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2023 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2022.

(10.40)** Amendment No.

1 to Registrant's 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2023, effective as of January 1, 2024 .

(10.41)** Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, as amended and restated as of January 1, 2008 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2007.

6 unchanged sentences

(10.48)** 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.

(10.56)* Amendment dated December 9, 2011 to offer letter dated October 27, 2010 to John L.

Berisford, Executive Vice President, Human Resources , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.

(10.57)* Separation Agreement dated September 15, 2022 between the Company and John Berisford , incorporated by reference from the Registrant's Form 10-Q filed on October 28, 2022.

(10.58)* Term Sheet dated January 7, 2021 between the Registrant and Adam Kansler .

(10.59)* 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.

(10.49)** Term Sheet dated January 7, 2021 between the Registrant and Adam Kansler , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2022.

(10.50)** Side letter dated July 25, 2023 to letter agreement dated December 11, 2020 to Steve Kemps, Executive Vice President and Chief Legal Officer , incorporated by reference from the Registrant's Form 10-Q filed on July 27, 2023.

(10.51)** S&P Ratings Services Pay Recovery Policy, effective as of October 1, 2014 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.

(10.61) 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.

(10.52)** S&P Global Inc.

10 unchanged sentences

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

(24) Powers of Attorney (included in signature page of this Annual Report on Form 10-K).

(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 .

2 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

(97) Registrant's Financial Statement Compensation Recoupment Policy, dated as of June 27, 2023 .

(101.INS) Inline XBRL Instance Document

5 unchanged sentences

(104) Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)

* Pursuant to Item 601(b)(2) of Regulation S-K, portions of the exhibit have been omitted.

The Company hereby agrees to furnish an unredacted copy of the exhibit to the SEC upon request.

** 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.

Form 10-K Summary

30 unchanged sentences

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