Obligation S&P Global Corp 4.5% ( US78409VAN47 ) en USD

S&P Global Corp

100 % ▲

Etas-Unis

US78409VAN47 ( en USD )

4.5% par an ( paiement semestriel )

14/05/2048

Prospectus brochure de l'obligation S&P Global Inc US78409VAN47 en USD 4.5%, échéance 14/05/2048

2 000 USD

500 000 000 USD

78409VAN4

N/A

A3 ( Qualité moyenne supérieure )

15/05/2026 ( Dans 7 jours )

S&P Global Inc. est une société d'information financière mondiale fournissant des données, des analyses et des indices boursiers, notamment les indices S&P 500, ainsi que des évaluations de crédit et des solutions technologiques pour les marchés financiers.

L'Obligation émise par S&P Global Corp ( Etas-Unis ) , en USD, avec le code ISIN US78409VAN47, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2048

L'Obligation émise par S&P Global Corp ( Etas-Unis ) , en USD, avec le code ISIN US78409VAN47, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

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424B5 1 d570196d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
SEC File No. 333-224198
CALCULATION OF REGISTRATION FEE

Title of Each
Maximum
Class of Securities
Amount to Be
Aggregate
Amount of
to Be Registered

Registered

Offering Price
Registration Fee(1)
4.500% Senior Notes due 2048

$500,000,000

$500,000,000

$62,250
Guarantee of debt securities(2)

--

--

--
Total

$500,000,000

$500,000,000

$62,250

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
Standard & Poor's Financial Services LLC is named as an additional registrant and will fully and unconditionally guarantee the 4.500%
Senior Notes due 2048. No separate consideration will be received for the guarantee of the 4.500% Senior Notes due 2048. Accordingly,
pursuant to Rule 457(n) of the Securities Act, no separate filing fee is required. The guarantee will not be traded separately.
Table of Contents
PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d April 9 , 2 0 1 8 )

$ 5 0 0 ,0 0 0 ,0 0 0
4 .5 0 0 % Se nior N ot e s due 2 0 4 8

We are offering $500,000,000 of our 4.500% senior notes due 2048, which we refer to as the "notes." The notes will mature
on May 15, 2048. Interest on the notes is payable on May 15 and November 15 of each year, beginning November 15, 2018, and
will accrue from May 17, 2018. We may redeem the notes in whole or in part at any time prior to maturity at the redemption prices
described under "Description of Notes--Optional Redemption."
The notes will be unsecured and unsubordinated and will rank equally and ratably with all of our existing and future
unsecured and unsubordinated debt. The notes will be guaranteed by our subsidiary Standard & Poor's Financial Services LLC.
The guarantee will be the subsidiary guarantor's unsecured and unsubordinated debt and will rank equally and ratably with all of
the subsidiary guarantor's existing and future unsecured and unsubordinated debt.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus supplement and "Risk
Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated by reference herein.

Proceeds, Before
Price to
Underwriting
Expenses, to

Public

Discount
S&P Global Inc.
Per note

98.751%

0.875%

97.876%
Total

$493,755,000
$ 4,375,000
$
489,380,000
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N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d
or disa pprove d of t he se se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
Delivery of the notes will be made through the book-entry facilities of The Depository Trust Company, including for the
accounts of Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, against
payment therefor in New York, New York on or about May 17, 2018, which is the tenth business day after the date of this
prospectus supplement. See "Underwriting--Settlement Cycle."
Joint Book-Running Managers

Goldm a n Sa c hs & Co. LLC

BofA M e rrill Lync h
De ut sc he Ba nk Se c urit ie s

M izuho Se c urit ie s
Cit igroup

J .P. M orga n

M orga n St a nle y
Co-Managers

BM O Ca pit a l M a rk e t s

Cre dit Suisse

Sc ot ia ba nk
SunT rust Robinson H um phre y
U S Ba nc orp
T he Willia m s Ca pit a l Group, L.P.

The date of this prospectus supplement is May 3, 2018.
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Pa ge
About This Prospectus Supplement
S-ii
Prospectus Summary
S-1
Risk Factors
S-5
Special Note on Forward-Looking Statements
S-9
Use of Proceeds
S-11
Ratio of Earnings to Fixed Charges
S-12
Capitalization
S-13
Description of Notes
S-14
Book-Entry, Delivery and Form
S-21
Material U.S. Federal Income Tax Consequences
S-25
Underwriting
S-29
Legal Matters
S-34
Experts
S-34
Where You Can Find More Information
S-35
Prospe c t us

Our Company
1
About This Prospectus
1
Where You Can Find More Information
1
Special Note On Forward-Looking Statements
2
Use of Proceeds
4
Ratio of Earnings to Fixed Charges
4
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Description of Capital Stock
4
Description of Preferred Stock
7
Description of Debt Securities and Guarantees
7
Description of Warrants
12
Description of Purchase Contracts
13
Description of Units
14
Forms of Securities
14
Selling Shareholders
16
Plan of Distribution
16
Validity of Securities
17
Experts
17

The terms "S&P Global," the "Company," "we," "us" and "our" refer to S&P Global Inc. and, unless the context otherwise
requires, its consolidated subsidiaries. References to the "notes" include the related guarantee unless the context otherwise
requires.

S-i
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
On April 9, 2018, we filed with the Securities and Exchange Commission, or the SEC, a registration statement on Form S-3
utilizing a shelf registration process relating to the securities described in this prospectus supplement, which became effective upon
filing. Under this shelf registration process, we may, from time to time, offer and sell the notes or other securities in one or more
offerings.
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering
of notes and also adds to and updates information contained in the accompanying prospectus. The second part is the
accompanying prospectus, which gives more general information. If information varies between this prospectus supplement and the
accompanying prospectus, you should rely on the information in this prospectus supplement. The rules of the SEC allow us to
incorporate by reference information into this prospectus supplement. This information incorporated by reference is considered to be
a part of this prospectus supplement, and information that we file later with the SEC, to the extent incorporated by reference, will
automatically update and supersede this information. You should read both this prospectus supplement and the accompanying
prospectus together with additional information described under the heading "Where You Can Find More Information" before
investing in the notes.
We have not authorized any dealer, salesman or other person to give any information or to make any representation other
than those contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus. You must
not rely upon any information or representation not contained in or incorporated by reference into this prospectus supplement or the
accompanying prospectus. This prospectus supplement and accompanying prospectus do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than notes offered hereby, nor do this prospectus supplement and accompanying
prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this
prospectus supplement and accompanying prospectus is accurate on any date subsequent to the date set forth on the front of the
document or that any information we have incorporated by reference is correct on any date subsequent to the date of the
document incorporated by reference, even though this prospectus supplement and accompanying prospectus is delivered or
securities are sold on a later date.

S-ii
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PROSPECT U S SU M M ARY
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This summary highlights information presented in greater detail elsewhere in this prospectus supplement or incorporated
by reference herein. This summary is not complete and does not contain all of the information you should consider before
investing in the notes. You should carefully read this entire prospectus supplement and the accompanying prospectus,
including the information incorporated by reference from our Annual Report on Form 10-K for the year ended December 31,
2017, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and the other incorporated documents,
including "Risk Factors" herein and in such incorporated documents, as well as our consolidated financial statements and the
related notes thereto, before investing in the notes. See "Where You Can Find More Information."
Our Com pa ny
S&P Global Inc. 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. We serve our global customers through a broad range of
products and services available through both third-party and proprietary distribution channels.
Our operations consist of four reportable segments: S&P Global Ratings ("Ratings"), S&P Global Market Intelligence
("Market Intelligence"), S&P Global Platts ("Platts") and S&P Dow Jones Indices ("Indices").

· Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market

participants information, ratings and benchmarks.

· Market Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate

cross-asset analytics and desktop services.

· Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets.

· Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment

advisors, wealth managers and institutional investors.
Our Strategy
Our purpose is to provide the intelligence that is essential for companies, governments and individuals to make decisions
with conviction. We seek to deliver on this purpose within the framework of our core values of integrity, excellence and
relevance.
We seek to deliver an exceptional, differentiated customer experience across the globe. We strive for operational
excellence, continuous innovation, and a high performance culture driven by our best-in-class talent. We strive to deliver on
our strategic priorities in the following four categories by:
Finance

· Achieving financial targets and creating shareholder value by focusing on organic revenue growth and continuing to

deliver margin expansion with a focus on operating leverage and efficiency opportunities; and

· Outperforming traditional and nontraditional competitors.

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Customer

· Delivering greater customer value through deeper client and market insights, innovative solutions, stronger internal

teamwork and reliable, nimble Go-to-Market processes;

· Enriching and modernizing the user experience to improve customer loyalty;

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· Identifying and executing transformative growth opportunities; and

· Accelerating investments and coordination in building new products and in developing new markets.
Operations

· Enhancing planning and software engineering processes to speed up the delivery of content and products;

· Applying lean management, robotics, automation and machine learning to streamline internal workflow and deliver

productivity;

· Strengthening our Digital Infrastructure capabilities, with emphasis on workplace services and cybersecurity; and

· Upholding our commitment to a disciplined and practical risk, control and compliance environment.
People

· Creating a performance culture to drive innovation, flexibility and agility to address customer needs;

· Committing to leadership development programs and skills training;

· Embracing and expanding diversity and inclusion in our workforce; and

· Enhancing and augmenting technology talent and skills across the Company.
Recent Developments
In April of 2018, we acquired Kensho Technologies Inc. ("Kensho") for approximately $550 million, net of cash acquired,
in a mix of cash and stock. Kensho is a leading-edge provider of next-generation analytics, artificial intelligence, machine
learning, and data visualization systems to Wall Street's premier global banks and investment institutions, as well as the
National Security community. The acquisition is expected to strengthen our emerging technology capabilities, enhance our
ability to deliver essential, actionable insights that will transform the user experience for our clients, and accelerate efforts to
improve efficiency and effectiveness of our core internal operations.
In February of 2018, we acquired Panjiva, Inc., a company that provides deep, differentiated, sector-relevant insights on
global supply chains, leveraging data science and technology to make sense of large, unstructured datasets. The acquisition
will help strengthen the insights, products and data that we provide to our clients throughout the world.
General Information
We were incorporated in December of 1925 under the laws of the state of New York. Our principal executive offices are
located at 55 Water Street, New York, NY 10041, and our telephone numbers are 866-436-8502 (domestic callers) or
212-438-2192 (international callers). We maintain a website at www.spglobal.com where general information about us is
available. The information contained on our website is not a part of this prospectus supplement.

S-2
Table of Contents
T he Offe ring

Issuer
S&P Global Inc.

Securities
$500,000,000 principal amount of 4.500% Senior Notes due
2048

Maturity date
The notes will mature on May 15, 2048.

Interest
4.500% per annum, accruing from the issue date of the
notes.
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Guarantee
The notes will be guaranteed by our subsidiary Standard &
Poor's Financial Services LLC.

Optional Redemption
We may redeem all or any portion of the notes at our option
at any time or from time-to-time at the redemption prices
described under "Description of Notes--Optional
Redemption."

Mandatory offer to repurchase
If a Change of Control Triggering Event occurs, we must
offer to repurchase the notes at the price set forth under
"Description of Notes--Change of Control Triggering Event."

Ranking
The notes will be our unsecured and unsubordinated debt
and will rank equally and ratably among themselves and with
our existing and future unsecured and unsubordinated debt.

The guarantee will be the subsidiary guarantor's unsecured
and unsubordinated debt and will rank equally and ratably

with all of the subsidiary guarantor's existing and future
unsecured and unsubordinated debt.

As of March 31, 2018, our non-guarantor subsidiaries had
approximately $2.1 billion of outstanding liabilities to third

parties (including $1.1 billion in unearned revenue), all of
which would effectively rank senior to the notes and the
guarantee.

Covenants
We will issue the notes under an indenture between us and
U.S. Bank National Association, as Trustee. The indenture
will, among other things, restrict our ability to:

· incur certain liens securing debt; and

· sell all or substantially all of our assets or merge or

consolidate with or into other companies.

Trading
The notes are a new issue of securities with no established
trading market. The notes will not be listed on any securities
exchange. The underwriters have advised us that they intend
to make a market in the notes, but they are not

S-3
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obligated to do so and may discontinue market-making at

any time without notice.

Further issuances
We may create and issue further notes ranking equally and
ratably with the notes offered by this prospectus supplement
in all respects, so that such further notes will be consolidated
and form a single series with the notes offered hereby and
will have the same terms as to status, redemption or
otherwise; provided that if such further notes are not fungible
for United States federal income tax purposes, such further
notes will have a separate CUSIP number.

Form and denomination
The notes will be issued in the form of fully registered global
securities, without coupons, in denominations of $2,000 in
principal amount and integral multiples of $1,000 in excess
thereof. These global securities will be deposited with the
trustee as custodian for, and registered in the name of, a
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nominee of The Depository Trust Company ("DTC"). Except
in the limited circumstances described under "Book-Entry
Delivery and Form," notes in certificated form will not be
issued or exchanged for interests in global securities.

Use of proceeds
We intend to use the net proceeds from this offering to fund
all or a portion of the redemption price of the $400 million
outstanding principal amount of our 2.500% Senior Notes
due 2018, and the balance for general corporate purposes.

Risk factors
You should carefully consider all of the information
contained, or incorporated by reference, in this prospectus
supplement and the accompanying prospectus prior to
investing in the notes offered hereby. In particular, we urge
you to carefully consider the information set forth under
"Risk Factors" herein, and under "Risk Factors" in our Annual
Report on Form 10-K for the year ended December 31,
2017, which is incorporated by reference herein, for a
discussion of risks and uncertainties relating to us, our
business and an investment in the notes offered hereby.

Trustee
U.S. Bank National Association

Governing law
The indenture and the notes will be governed by the laws of
the State of New York.

S-4
Table of Contents
RI SK FACT ORS
The information below should be read in conjunction with the information under "Risk Factors" in our Annual Report on Form
10-K for the year ended December 31, 2017, which is incorporated by reference herein, and with the information under "Risk
Factors" in any subsequent incorporated documents. See "Where You Can Find More Information."
Risk s Re la t ing t o t he N ot e s
Our Indebtedness Could Adversely Affect Our Business, Financial Condition and Results of Operations, as Well as Our
Ability to Meet Our Payment Obligations Under the Notes and Our Other Debt.
Following this offering we will continue to have a significant amount of debt and debt service requirements. See
"Capitalization." This level of debt could have significant consequences on our future operations, including:

· making it more difficult for us to meet our payment and other obligations under the notes and our other outstanding debt;

· resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt

agreements, which event of default could result in all of our debt becoming immediately due and payable;

· reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general

corporate purposes, and limiting our ability to obtain additional financing for these purposes;

· limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the

industry in which we operate and the general economy; and

· placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.
Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations
and our ability to meet our payment obligations under the notes and our other debt.
Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate
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significant cash flow in the future. This ability, to some extent, is subject to general economic, financial, competitive, legislative and
regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate cash
flow from operations, or that future borrowings will be available to us under our existing or any future credit facilities or otherwise, in
an amount sufficient to enable us to meet our payment obligations under the notes and our other debt and to fund other liquidity
needs. If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure
our debt, including the notes, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to
implement one or more of these alternatives, we may not be able to meet our payment obligations under the notes and our other
debt.
Despite Our Current Indebtedness Levels, We May Be Able to Incur Substantially More Debt. This Could Exacerbate
Further the Risks Associated with Our Leverage.
We and our subsidiaries may incur substantial additional indebtedness, including secured indebtedness, in the future. The
terms of the indenture generally do not restrict us from doing so. In

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addition, the indenture will allow us to issue additional notes under certain circumstances, which will also be guaranteed by the
subsidiary guarantor. Although the indenture places some limitations on our ability and the ability of our subsidiaries to create liens
securing indebtedness, there are significant exceptions to these limitations that will allow us and our subsidiaries to secure
significant amounts of indebtedness without equally and ratably securing the notes. If we or our subsidiaries incur secured
indebtedness and such secured indebtedness is either accelerated or becomes subject to a bankruptcy, liquidation or
reorganization, our and our subsidiaries' assets would be used to satisfy obligations with respect to the indebtedness secured
thereby before any payment could be made on the notes that are not similarly secured. Subject to certain limitations relating to
creation of liens, the indenture also does not restrict our non-guarantor subsidiaries from incurring additional debt, which would be
structurally senior to the notes. In addition, the indenture will not prevent us or our subsidiaries from incurring other liabilities that do
not constitute indebtedness.
The Guarantee May Not Be Enforceable and, Under Specific Circumstances, Federal and State Statutes May Allow Courts
to Void the Guarantee and Require Holders of Notes to Return Payments Received from the Subsidiary Guarantor.
Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the guarantee could be deemed a
fraudulent transfer if the subsidiary guarantor received less than a reasonably equivalent value in exchange for giving the
guarantee, and one of the following is also true:

· the subsidiary guarantor was insolvent on the date that it gave the guarantee or became insolvent as a result of giving the

guarantee;

· the subsidiary guarantor was engaged in a business or a transaction, or was about to engage in a business or a

transaction, for which property remaining with the subsidiary guarantor was an unreasonably small capital; or

· the subsidiary guarantor intended to incur, or believed that it would incur, debts that would be beyond the subsidiary

guarantor's ability to pay as those debts matured.
The guarantee could also be deemed a fraudulent transfer if it was given with actual intent to hinder, delay or defraud any
entity to which the subsidiary guarantor was or became, on or after the date the guarantee was given, indebted. The measures of
insolvency for purposes of the foregoing considerations will vary depending upon the law applied in any proceeding with respect to
the foregoing. Generally, however, the subsidiary guarantor would be considered insolvent if, at the time it incurred indebtedness:

· the sum of its debts, including contingent liabilities, is greater than all its assets, at a fair valuation;

· the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on

its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or

· it could not pay its debts as they become due.
We cannot predict:

· what standard a court would apply in order to determine whether the subsidiary guarantor was insolvent as of the date it
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issued the guarantee, or whether, regardless of the method of valuation, a court would determine that the subsidiary
guarantor was insolvent on that date; or

· whether a court would determine that the payments under the guarantee would constitute fraudulent transfers or fraudulent

conveyances on other grounds.

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The indenture governing the notes will contain a "savings clause" intended to limit the subsidiary guarantor's liability under its
guarantee to the maximum amount that it could incur without causing the guarantee to be a fraudulent transfer under applicable
law. We cannot assure you that this provision will be upheld as intended. For example, in 2009, the U.S. Bankruptcy Court in the
Southern District of Florida in Official Committee of Unsecured Creditors of TOUSA, Inc. v. Citicorp N. Am., Inc. found this kind of
provision in that case to be ineffective, and held the guarantee to be fraudulent transfers and voided them in their entirety.
If the guarantee by the subsidiary guarantor is deemed to be a fraudulent transfer, it could be voided altogether, or it could
be subordinated to all other debts of the subsidiary guarantor. In such case, any payment by the subsidiary guarantor pursuant to
its guarantee could be required to be returned to the subsidiary guarantor or to a fund for the benefit of the creditors of the
subsidiary guarantor. If the guarantee is voided or held unenforceable for any other reason, holders of the notes would cease to
have a claim against the subsidiary guarantor based on the guarantee and would be creditors only of the Company.
In addition, enforcement of the guarantee against the subsidiary guarantor will be subject to certain defenses available to
guarantors and security providers generally. These laws and defenses include those that relate to fraudulent conveyance or
transfer, voidable preference, corporate purpose or benefit, preservation of share capital, thin capitalization and regulations or
defenses affecting the rights of creditors generally. If one or more of these laws and defenses are applicable, the subsidiary
guarantor may have no liability or decreased liability under its guarantee.
Under the Indenture, the Change of Control Events That Would Require Us to Repurchase the Notes Are Subject to a
Number of Significant Limitations, and Change of Control Events That Affect the Market Price of the Notes May Not Give
Rise to Any Obligation to Repurchase the Notes.
Although we will be required under the indenture to make an offer to repurchase the notes upon the occurrence of a Change
of Control Triggering Event, the term "Change of Control Triggering Event" is limited in its scope and does not include all change of
control events that might affect the market value of the notes. In particular, we are required to repurchase the notes upon certain
change of control events only if, as a result of such change of control event, the ratings of the notes are lowered below investment
grade during the relevant "trigger period" and the rating agencies assigning such lowered ratings expressly link the reduction in
rating to the change of control event. As a result, our obligation to repurchase the notes upon the occurrence of a change of
control is limited and may not preserve the value of the notes in the event of a highly leveraged transaction, reorganization, merger
or similar transaction.
We May Be Unable to Purchase the Notes Upon a Change of Control.
The terms of the notes will require us to make an offer to repurchase the notes upon the occurrence of a Change of Control
Triggering Event at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to the
date of the purchase. The occurrence of a Change of Control Triggering Event would cause an event of default under our senior
credit facilities and therefore could cause us to have to repay amounts outstanding thereunder, and any financing arrangements we
may enter into in the future may also require repayment of amounts outstanding in the event of a Change of Control Triggering
Event and therefore limit our ability to fund the repurchase of your notes pursuant to the Change of Control Offer. It is possible that
we will not have sufficient funds, or be able to arrange for additional financing, at the time of the Change of Control Triggering
Event to make the required repurchase of notes. If we have insufficient funds to repurchase all notes that holders tender for
purchase pursuant to the Change of Control Offer, and we are unable to raise

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additional capital, an event of default would occur under the indenture. An event of default could cause any other debt that we may
have at that time to become automatically due, further exacerbating our financial condition and diminishing the value and liquidity of
the notes. We cannot assure you that additional capital would be available to us on acceptable terms, or at all. See "Description of
Notes--Change of Control Triggering Event."
No Public Market Exists for the Notes.
The notes will be a new issue of securities. Prior to the offering made hereby, there has been no market for the notes or any
other notes of ours. The underwriters have advised us that they presently intend to make a market in the notes as permitted by
applicable law. The underwriters are not obligated, however, to make a market for the notes and any market-making activities may
be discontinued at any time at the sole discretion of the underwriters. Accordingly, there can be no assurance that an active market
for the notes will develop. Moreover, even if a market for the notes does develop, the notes could trade at a substantial discount
from their face amount. If a market for the notes does not develop, or if market conditions change, purchasers may be unable to
resell the notes for an extended period of time, if at all. Consequently, a purchaser may not be able to liquidate its investment
readily, and the notes may not be readily accepted as collateral for loans.
If a Trading Market Does Develop, Changes in Our Credit Ratings or the Debt Markets Could Adversely Affect the Market
Price of the Notes.
The price for the notes depends on many factors, including:

· our credit ratings;

· prevailing interest rates being paid by, or the market prices for notes issued by, other companies similar to us;

· our financial condition, financial performance and prospects; and

· the overall conditions of the general economy and the financial markets.
The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in
the future. Such fluctuations could have an adverse effect on the price of the notes.

S-8
Table of Contents
SPECI AL N OT E ON FORWARD-LOOK I N G ST AT EM EN T S
This prospectus supplement and the accompanying prospectus contains "forward-looking statements," as defined in the
Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future
events, trends, contingencies or results, appear at various places in this prospectus and any accompanying prospectus supplement
and use words like "anticipate," "assume," "believe," "continue," "estimate," "expect," "forecast," "future," "intend," "plan," "potential,"
"predict," "project," "strategy," "target" and similar terms, and future or conditional tense verbs like "could," "may," "might," "should,"
"will" and "would." For example, management may use forward-looking statements when addressing topics such as: the outcome of
contingencies; future actions by regulators; changes in the our business strategies and methods of generating revenue; the
development and performance of our services and products; the expected impact of acquisitions and dispositions; our effective tax
rates; and our cost structure, dividend policy, cash flows or liquidity.
Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ
materially from those expressed or implied in forward-looking statements include, among other things:

· the impact of the recent acquisition of Kensho, including the impact on the Company's results of operations; any failure to

successfully integrate Kensho into the Company's operations; any failure to attract and retain key employees; and the risk
of litigation, unexpected costs, charges or expenses relating to the acquisition;

· worldwide economic, financial, political and regulatory conditions, including conditions that may result from legislative,

regulatory and policy changes associated with the current U.S. administration or the United Kingdom's withdrawal from the
European Union;

· the rapidly evolving regulatory environment, in Europe, the United States and elsewhere, affecting Ratings, S&P Global

Platts, Indices, and S&P Global Market Intelligence, including new and amended regulations and the Company's
https://www.sec.gov/Archives/edgar/data/64040/000119312518153017/d570196d424b5.htm[5/7/2018 12:07:10 PM]

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