SPGIS&P Global

The “pro forma combined company financial information” presented in Forms 8-K furnished on February 28, 2022 and amended on May 3, 2022 does not appear to be consistent with your “unaudited pro forma combined condensed financial information” presented in Form 8-K filed on March 4, 2022. Please help us understand these differences and your basis for presenting them.

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For example, please tell us if the “pro forma” combined company financial information has been prepared in accordance with Article 11 of Regulation S-X.

The “pro forma combined company financial information” presented in Forms 8-K furnished on February 28, 2022 and amended on May 3, 2022 (collectively, our “Supplemental Pro Forma Information”) is different than our “unaudited pro forma combined condensed financial information” presented in Form 8-K filed on March 4, 2022 (our “Article 11 Pro Forma Information”). Our Article 11 Pro Forma Information was presented in accordance with Article 11 of Regulation S-X.

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Our Supplemental Pro Forma Information presented supplemental financial information that included non-GAAP financial measures, which were presented as the combination of the Company’s and IHS Markit’s previously reported GAAP financial information plus certain non-GAAP adjustments to arrive at adjusted pro forma results. This Supplemental Pro Forma Information was provided to allow investors to make additional comparisons of the Company’s operating performance between periods at a segment level. Consistent with the response to comment 3 below, in future public disclosures, we will not present the “reported” pro forma combined company financial information that was presented in our Supplemental Pro Forma Information.

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In addition, please note that Rule 11-02(c)(2)(i) prohibits the disclosure of pro forma information for annual periods prior to the most recent fiscal year preceding the transaction. As such, your presentation of the pro forma financial information of S&P Global and HIS Markit’s combined operating results for the year and each of the four quarters during the year ended December 31, 2020 is not permitted.

We note the prohibition in Rule

11-02(c)(2)(i), and, in future public disclosures, we will not present pro forma combined operating results of S&P Global and IHS Markit for the year, and each of the four quarters during the year, ended

December 31, 2020. Read in the reply ↗

We refer to your adjusted pro forma results. Please tell us if these non-GAAP measures have been presented in a manner that is consistent with Article 11 of Regulation S-X. If not, please revise accordingly. In addition, please revise your reconciliations of non- GAAP pro forma adjusted measures to begin with the most directly comparable measure, which would be a pro forma measure prepared and presented in

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accordance with Article 11 of Regulation S-X. Reference is made to Question 101.05 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. This comment also applies to your pro forma results presented in Form 8-K furnished on May 3, 2022.

We note the Commission staff’s comments on the presentation of adjusted pro forma results. As illustrated in Schedules I and II attached hereto, the adjusted pro forma results are non-GAAP measures that can be presented by making certain non-GAAP adjustments to our Article 11 Pro Forma Information. In future public disclosures, we will follow a presentation format, similar to Schedules I and II, that reconciles such non-GAAP pro forma adjusted measures by beginning with the applicable measures prepared in accordance with Article 11 of Regulation S-X, and we will retitle such non-GAAP

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financial measures to eliminate the use of “pro forma” when describing such measures to avoid confusion about whether they are determined and presented pursuant to Article 11 of Regulation S-X.

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It appears that certain of your publications include data, analytics and/or industry information related to Sudan. Sudan is designated as a state sponsor of terrorism by the State Department and is subject to U.S. export controls. You do not include disclosure about Sudan in the Form 10-K.

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Please describe to us the nature and extent of your past, current and anticipated contacts with Sudan, including any products or services sourced from or provided into that country, whether through subsidiaries, customers or other direct or indirect arrangements.

S&P Global Inc. ("S&P Global" or the "Company") is a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; and the commodity markets include producers, traders and intermediaries within energy, metals, petrochemicals and agriculture.

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We serve our global customers through a broad range of products and services available through both third-party and proprietary distribution channels.

We have reviewed our operations directly and indirectly related to Sudan for the three years ended December 31, 2017 (the "Relevant Time") and, while we are a global company, we note that we have had only minimal contacts with Sudan due to the economic sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. We also note that we do not have any agreements or arrangements with the government of such country, nor do we have any business offices or operations in such country. We generally do not target specific contacts with Sudan. During Relevant Time, S&P Global's revenue from Sudan did not exceed $267,000 (0.0024%) of annual revenue and as such is not material to our business, competitive position, results of operations or financial condition. The Company does not believe that information relating to such a small portion of our revenue is particularly useful to our investors.

The Company is committed to maintaining strict compliance with all global export laws and regulations and has systems in place with respect to compliance with U.S. economic sanctions and export controls. In addition, S&P Global and its segments regularly confer with and obtain advice from outside counsel regarding both specific activities undertaken and sanctions compliance more generally. We note that, although Sudan has not yet been removed from the list of state sponsors of terrorism, effective October 12, 2017, sections 1 and 2 of Executive Order (“E.O.”) 13067 of November 3, 1997 and all of E.O. 13412 of October 13, 2006 were revoked, pursuant to E.O. 13761 of January 13, 2017, as amended by E.O. 13804 of July 11, 2017, and U.S. sanctions targeting Sudan have been materially relieved. Accordingly, U.S. persons are no longer generally prohibited from engaging in transactions with Sudan or the Government of Sudan.

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