SPGI 10-K Annual Report Dec. 31, 2018 | Alphaminr
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SPGI 10-K Fiscal year ended Dec. 31, 2018

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S&P GLOBAL INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Consolidated Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(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 Registrants 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 Registrants 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. (3.1) Amended and Restated Certificate of Incorporation of Registrant, incorporated by reference from Registrants Form 8-K filed April 29, 2016. (3.2) By-Laws of Registrant, as amended and restated on April 27, 2016, incorporated by reference from the Registrants Form 8-K filed April 29, 2016. (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 Registrants 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 Registrants 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 Registrants 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 Registrants Form 8-K filed on May 26, 2015. (4.5) Second Supplemental Indenture dated as of August 18, 2015, among the Company, Standard & Poors Financial Services LLC and U.S. Bank National Association, as trustee, as incorporated by reference from the Registrants 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 & Poors 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 & Poors 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) Form of 2.500% Senior Note due 2018, as incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2015. (4.9) Form of 3.300% Senior Note due 2020, as incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2015. (4.10) Form of 4.000% Senior Note due 2025, as incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2015. (4.11) Form of 4.400% Senior Note due 2026, as incorporated by reference from the Registrants 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. (10.1 ) Form of Indemnification Agreement between Registrant and each of its directors and certain of its executive officers, incorporated by reference from Registrants Form 10-K for the fiscal year ended December 31, 2004. (10.2)* Registrants 2002 Stock Incentive Plan, as amended and restated as of January 1, 2016, incorporated by reference from the Registrants Form 10-Q filed April 26, 2016. (10.3)* 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 Performance Share Unit Terms and Conditions, as incorporated by reference from the Registrants Form 10-Q filed on April 28, 2015. (10.5)* Form of Performance Share Unit Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016. (10.6)* Form of Performance Share Unit Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2017. (10.7)* Form of Performance Share Unit Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2018. (10.8)* Form of Restricted Stock Unit Award Terms and Conditions, as incorporated by reference from the Registrants Form 10-Q filed on April 28, 2015. (10.9)* Form of Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016. (10.10)* Form of Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2017. (10.11)* Form of Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2018. (10.12)* 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. (10.13)* Form of Stock Option Award, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013. (10.14)* Registrants Key Executive Short-Term Incentive Deferred Compensation Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrants Form 10-K for the fiscal year ended December 31, 2007. (10.15)* 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. (10.16)* Registrants Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2016, incorporated by reference from Registrants Form 10-Q filed November 3, 2016. (10.17)* Registrants Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2017, incorporated by reference from Registrants Form 10-Q filed October 26, 2017. (10.18)* 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. (10.19) $1,000,000,000 Four-Year Credit Agreement dated as of June 19, 2013 among the Registrant, Standard & Poors Financial Services LLC, as guarantor, the lenders listed therein, JP Morgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., as syndication agent, incorporated by reference from the Registrants Form 8-K filed June 20, 2013. (10.20) Revolving Five-Year Credit Agreement, dated as of June 30, 2015, among the Company, Standard & Poor's Financial Services LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as incorporated by reference from the Registrants Form 8-K filed on July 1, 2015. (10.21)* Registrants Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008, incorporated by reference from Registrants Form 10-K for the fiscal year ended December 31, 2007. (10.22)* First Amendment to Registrants Employee Retirement Plan Supplement, effective as of January 1, 2009, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2009. (10.23)* Second Amendment to Registrants Employee Retirement Plan Supplement, effective generally as of January 1, 2010, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2009. (10.24)* Third Amendment to Registrants 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 Registrants 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)* Standard & Poors Employee Retirement Plan Supplement, as amended and restated as of January1, 2008, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December31, 2009. (10.27)* First Amendment to Standard & Poors Employee Retirement Plan Supplement, effective as of December 2, 2009, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2009. (10.28)* Second Amendment to Standard & Poors Employee Retirement Plan Supplement, effective as of January 1, 2010, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2009. (10.29)* Third Amendment to Standard & Poors 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. (10.30)* Fourth Amendment to Standard & Poors 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. (10.31)* Fifth Amendment to Standard & Poors 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. (10.32)* Registrants 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. (10.33)* Registrants Management Supplemental Death and Disability Benefits Plan, as amended and restated effective as of September 23, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014. (10.34)* Registrants 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. (10.35)* Amendment to Registrants Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, effective as of January 1, 2010, incorporated by reference from the Registrants Form 10-K for the fiscal year ended December 31, 2009. (10.38)* Registrants Director Deferred Compensation Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrants Form 10-K for the fiscal year ended December 31, 2007. (10.39)* Registrants Director Deferred Stock Ownership Plan, incorporated by reference from Registrants Form 10-K for the fiscal year ended December 31, 2010. (10.40)* Registrants Director Deferred Stock Ownership Plan as Amended and Restated effective January 1, 2017, incorporated by reference from Registrants Form 10-Q filed July 27, 2017. (10.41)* 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. (10.42)* 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. (10.43)* 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 Registrants Form 8-K filed July 11, 2013. (10.44)* Separation Agreement dated September 24, 2015 between the Company and Neeraj Sahai, as incorporated by reference from the Registrants Registration Statement on Form S-4 filed on October 30, 2015. (10.45)* 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. (10.46)* 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. (10.47)* Registrants 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. (10.48)* 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. (10.49) 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. (10.50) 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. (10.51) 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. (10.52) 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. (10.53) S&P Global Inc. Management Supplemental Death & Disability Benefits Plan, Amended and Restated January 1, 2018, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2017. (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.