United States securities and exchange commission logo
May 12, 2022
Douglas Peterson
President and Chief Executive Officer
S&P Global Inc.
55 Water Street
New York, NY 10041
Re: S&P Global Inc.
Form 10-K filed
February 8, 2022
Form 8-K/A
furnished May 3, 2022
File No. 001-01023
Dear Mr. Peterson:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K/A furnished on May 3, 2022
Exhibit 99
1. 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. 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.
2. 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.
Douglas Peterson
S&P Global Inc.
May 12, 2022
Page 2
3. 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
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.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Nasreen Mohammed at 202-551-3773 or Suying Li at
202-551-3335
with any questions.
FirstName LastNameDouglas Peterson Sincerely,
Comapany NameS&P Global Inc.
Division of
Corporation Finance
May 12, 2022 Page 2 Office of Trade &
Services
FirstName LastName