Item 2.02 and 7.01. Results of Operations and Financial Condition and Regulation FD Disclosure
On February 28, 2022, S&P Global (the “Registrant” or the "Company") completed the previously announced merger with IHS Markit, pursuant to which IHS Markit became a wholly owned subsidiary of S&P Global.
As a condition of securing regulatory approval for the merger, S&P Global and IHS Markit have agreed to divest certain of their businesses. S&P Global’s divestitures include CUSIP Global Services, its Leveraged Commentary and Data (“LCD”) business and a related family of leveraged loan indices while the IHS Markit’s divestitures include Oil Price Information Services; Coal, Metals and Mining; and PetroChem Wire businesses (“OPIS”) and its base chemicals business.
The Company is furnishing this Form 8-K to provide investors with S&P Global and IHS Markit proforma combined company financial information. Exhibit 99 provides unaudited proforma combined company financial information that has been prepared to illustrate the estimated effects of the merger for each of the four quarters and the full years of 2021 and 2020, as if the merger closed on January 1, 2020, and does not represent a restatement of the Company’s or IHS Markit's previously issued consolidated financial statements.
The supplemental unaudited proforma combined company financial information has been adjusted to reflect the merger with IHS Markit, adjustments to align IHS Markit’s fiscal year end with S&P Global’s fiscal year end, adjustments for S&P Global’s and IHS Markit’s divested businesses as described above and adjustments to reallocate centralized expenses. The Company is also furnishing this unaudited historical proforma financial information of S&P Global and IHS Markit's combined operating results for each of the four quarters during the years ended December 31, 2021 and 2020 in a manner consistent with management's anticipated reporting following the completion of the merger.
The supplemental unaudited proforma combined company financial information have been developed from and should be read in conjunction with the following historical consolidated financial statements and accompanying notes incorporated by reference herein: (i) the historical consolidated financial statements of the Company and the accompanying notes in the Company’s Annual Report on Form 10-K for the years ended December 31, 2021 and December 31, 2020 and the Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021, September 30, 2021, March 31, 2020, June 30, 2020 and September 30, 2020, and (ii) the historical consolidated financial statements of IHS Markit and the accompanying notes in IHS Markit’s Annual Report on Form 10-K for the years ended November 30, 2021 and November 30, 2020 and Quarterly Report on Form 10-Q for the quarters ended February 28, 2021, May 31, 2021, August 31, 2021, February 28, 2020, May 31, 2020 and August 31, 2020.
The supplemental unaudited proforma combined company financial information is attached as Exhibit 99 to this Form 8-K and is incorporated in this Item 2.02 and Item 7.01 by reference. Pursuant to general instruction B.2 to Form 8-K, the information furnished pursuant to Items 2.02 and 7.01, including Exhibit 99, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
The information in this Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Use of Non-GAAP Financial Measures
Non-GAAP financial measures contained in the exhibits to this report are derived from the Company's and IHS Markit's financial statements. This Non-GAAP information is provided in order to allow investors to make meaningful comparisons of the Company's operating performance between periods and to view the Company's business from the same perspective of Company management. The Company has included reconciliations of these non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP on Exhibit 99.