Acquisition by S&P Global, Inc of HIS Markit Ltd.

Factual Background

History

IHS began as a source of product catalogue databases for aerospace engineers more than 50
years ago. IHS and Markit, a company that offers pricing and reference data, amalgamated in
July 2016. IHS contributed its outstanding track record of offering in-depth and thorough
market insight, forecasting, and analysis coverage in industries like aerospace, defence, and
security, automotive, chemicals, construction, energy, education, engineering and product
design, financial services, government, life sciences, media and telecom, maritime and trade,
economics, and country risk to the merger.

With subsidiaries including S&P Global Ratings, S&P Global Market Intelligence, S&P Dow
Jones Indices, and S&P Global Platts, S&P Global offers credit ratings, benchmarks, and
analytics in the global capital and commodity markets. In order to help investors better
understand the developing railroad business, Henry Varnum Poor released "History of the
Railroads and Canals of the United States" in 1860, which was the beginning of S&P Global.
Standard & Poor's was created in 1941 by the merger of Standard Statistics Co. and Poor's
Publishing Co. In 1957, the Standard & Poor's 500 index debuted. SNL Financials' market
data and S&P Capital IQ were combined to become S&P Global Market Intelligence in 2015.

Present Day

IHS Markit's enterprise value, including net debt of $4.8 billion, is $44 billion, according to a
definitive merger agreement between S&P Global and IHS Markit that was announced on
November 30, 2020. The combined company's CEO will be Douglas Peterson, President and
CEO of S&P Global, and Lance Uggla, Chairman and CEO of IHS Markit, will serve as
special advisor for a year after closing.
A pro forma company is created as a result of the transaction, with increased scale, world-
class products in core markets, and strong joint offerings in adjacent high-growth industries,
such as private assets, small and medium-sized businesses, counterparty risk management,
supply chain and trade, and alternative data. Together, the two businesses will offer
comprehensive ESG, climate, and energy transition solutions across data, platforms,
standards, and analytics.
 Background

For the capital and commodities markets, S&P Global is a top provider of ratings,
benchmarks, analytics, and data. Asset managers, investment banks, commercial banks, and
insurance firms are among the clients served by the business.

Over 50,000 customers worldwide receive analytics and solutions from IHS Markit. S&P
extends its position as the industry leader in information services by integrating the two
companies and providing customers with a distinctive array of solutions.

The management and board of directors of S&P Global and IHS Markit conduct regular
reviews and discussions of their respective firms' performance, risks, strategies, competitive
positions, and opportunities. Additionally, as part of their ongoing efforts to strengthen their
respective companies' overall businesses and increase value for their respective shareholders
and customers, the management and boards of directors of S&P Global and IHS Markit each
periodically review and assess the likelihood of pursuing various strategic alternatives and
relationships. These evaluations take into account economic, regulatory, competitive, and
other conditions.

Structure

Merger Sub will be merged with and into IHS Markit at the completion of the merger,
according to the terms of the merger agreement, subject to the fulfilment or waiver of the
conditions set forth in the merger agreement and in the statutory merger agreement, and in
accordance with the Bermuda Companies Act. The independent corporate existence of
Merger Sub will end as a result of the merger, and as of the effective moment of the merger,
IHS Markit will continue to exist as the surviving entity and a wholly owned subsidiary of
S&P Global. The IHS Markit memorandum of association and the IHS Markit bye-laws, as
amended and restated to read substantially as set forth in Exhibit B to the merger agreement,
with such changes as the parties to the merger agreement may agree, will be the
memorandums of association and "IHS Markit Ltd." will be the name of the surviving
company upon completion of the merger.
 Governance of the Combined Company

The merger agreement includes the following clauses that address how the combined firm
will be run once the merger is complete. Committee of Directors Prior to the merger's
completion, the parties to the agreement will choose four candidates that S&P Global will
find to be reasonably acceptable and who will be proposed by IHS Markit. S&P Global will
then take all necessary steps to ensure that these candidates are appointed to the S&P Global
board as soon as the merger is complete. If they meet the requirements for service on the S&P
Global board under applicable law and NYSE rules, as well as any criteria established by the
S&P Global board or the Nominating and Corporate Governance Committee of the S&P G,
such individuals will be chosen from among the members of the IHS Markit board who were
identified as independent in IHS Markit's definitive proxy statement for its most recent
annual shareholders meeting prior to the completion of the merger.

S&P Global Board’s Recommendation and Reasons for the Merger

On November 29, 2020, the S&P Global board unanimously approved the merger agreement
and stated that the merger and the issue of S&P Global common stock in connection with the
merger were both wise and fair to S&P Global and its shareholders, as well as being in their
best interests. Additionally, the S&P Global board unanimously agreed to support the
issuance of S&P Global common stock in connection with the combination and instructed
that such issuance be put to a vote by the S&P Global shareholders. In light of this, the S&P
Global board unanimously suggests that shareholders vote "FOR" the proposal to issue shares
of S&P Global at the S&P Global special meeting.

The S&P Global board worked closely with S&P Global's management, as well as its
financial and legal advisors, during an extensive strategic review and due diligence process to
assess the merger agreement and the transactions covered by it, including the merger and the
issuance of S&P Global common stock in connection with the merger. The S&P Global
board considered a number of factors in making its decision, including how the benefits of
the transaction compared to S&P Global's stand-alone prospects as well as the strategic,
financial, and operational effects of the transactions from the perspective of S&P Global and
its shareholders. The S&P Global board took into account a variety of reasons while advising
S&P Global shareholders to vote their shares of S&P Global common stock in support of the
S&P Global share issuance plan, including the following (not necessarily listed in order of
decreasing importance):
 Strategic Considerations

The belief that the union of these two global powerhouses would create an industry-leading
enterprise better equipped to serve, facilitate, and power the markets of the future;

Strong capabilities in innovation, data science, product management, and research at both
S&P Global and IHS Markit are reason to believe that their combined efforts will produce
compelling value for clients in the form of new product innovation.

The opportunity to link and create value from disjointed data sources; • The belief that the
complementary and customer-oriented cultures of both organisations will increase the
combined company's capacity to service a larger set of demands and adapt solutions across
clients.

The value creation potential that is expected to be accelerated and enhanced by the
combination with IHS Markit because of the parties' complementary capabilities and
technology, which is expected to enhance product offerings for customers and accelerate
revenue opportunities in the financial information and services, indices, commodities, and
energy business lines;

Taking advantage of IHS Markit's established position as a provider of fixed income pricing
and reference data, financial workflow and analytics tools and solutions, fixed income
benchmarks and indices, and position as a leading provider of data, analysis, and insight for
the financial services, resources, automotive, and engineering sectors, the combined company
is expected to serve.
 Financial Considerations

The transaction is expected to be accretive to profits per share in the second full year after the
merger is completed, and the combined company is expected to have a resilient and balanced
portfolio of companies that underpins strong client relationships across a wide range of
industrial segments.

Positive projections for the combined firm's operating margin and room for improvement in
that margin

• The current and anticipated valuation of S&P Global common stock, as well as the trading
ranges and price to earnings multiple of S&P Global common stock in the past and the
potential trading range and price to earnings multiple of S&P Global common stock in the
future with and without announcement of the merger;

• The current market price of IHS Markit shares and their previous trading ranges in the
market;

• Goldman Sachs' written opinion dated November 29, 2020 to the S&P Global board that the
merger agreement was financially fair to S&P Global, as further explained in the section "The
Merger—Opinion of S&P Global's Financial Advisor"

The S&P Global board determined that because the future of the combined company was so
appealing and promising, the merger and the other transactions contemplated by the merger
agreement were wise and in the best interest of S&P Global and its shareholders. The S&P
Global board believed that overall, the merger and the other transactions contemplated by the
merger agreement were a once-in-a-lifetime opportunity. After considering the
aforementioned risks.
The main factors that the S&P Global board took into account are covered in this discussion
of the information and factors it took into account in coming to its conclusions and
recommendation, but it is not intended to be exhaustive and may not include all of the factors
the S&P Global board took into account. The S&P Global board did not consider it useful
and did not attempt to quantify, rank, or assign any relative or specific weights to the various
factors that it considered in reaching its decision to adopt the merger agreement and declare
advisable the merger agreement and the transactions contemplated by the merger agreement,
including the merger and the acquisition of S&P Global. Instead, the S&P Global board
believed that its decisions were based on the entirety of the information that was provided to
it and the factors that it took into account, including its discussions and interrogations of
members of S&P Global's management and advisors as well as the directors' individual
experiences and expertise. Additionally, different weights may have been given to certain
variables by different S&P Global board members.

IHS Markit Board’s Recommendation and Reasons for the Merger

The IHS Markit board unanimously decided at its meeting on November 29, 2020: I to
approve the merger agreement, the statutory merger agreement, and the transactions
contemplated thereby, as well as their execution, delivery, and performance; (ii) to determine
that the exchange ratio constitutes fair value for the I Markit shares in accordance with the
Bermuda Companies Act; and (iii) to decide that entering into the merger agreement is in the
best interests of all parties. The I Markit board unanimously recommends that shareholders
vote "FOR" both the merger proposal and the pay proposal connected to the merger for I
Markit.

The I Markit board engaged in a thorough strategic review and due diligence procedure to
evaluate the merger agreement, the statutory merger agreement, and the transactions
contemplated thereby. It also consulted with and received advice from I Markit's management
and its legal and financial advisors. The I Markit board considered a number of factors in
making its decision, including how the benefits of the transaction compared to I Markit's
stand-alone prospects as well as the strategic, financial, and operational effects of the
transactions from the perspective of IHS Markit and its shareholders. The IHS Markit board
took into account the following criteria while advising I Markit shareholders to vote their I
Markit shares in favour of the I Markit merger proposal (not necessarily listed in order of
relative importance).
 Strategic Considerations.

Among the many important strategic opportunities, the merger is projected to create, the
following were highlighted by the IHS Markit board.

Given the complimentary nature of each business's solutions and platforms (and in particular,
S&P Global's distribution systems), a merger of IHS Markit with S&P Global offered the best
possibility for IHS Markit compared to alternatives (including maintaining a stand-alone
company);

the belief that the merged firm will be better equipped to service, facilitate, and power the
markets of the future as a result of its larger size and superior products in key market
categories;

the expectation that the combined company will have balanced earnings across major
industry segments and a resilient portfolio, with leading solutions in many end markets,
providing additional financial flexibility to pursue value-creating opportunities and resulting
in better growth, cost savings, and innovation opportunities, as well as increased value for
shareholders, than HIS Markit could achieve on its own;

the anticipation that the merged firm would be able to serve a wider variety of customers in
more places because to the synergy of IHS Markit and S&P Global's complementary asset
and product portfolios;
 Financial Considerations.

The board of directors at IHS Markit recognised the potential financial benefits of the merger,
which include the following (not in any particular order of importance):

the combination is anticipated to be profits accretive by the end of the second full year
following the merger's completion;

the belief that synergy potential are created by the merger, which the combined firm
anticipates delivering by the end of the fifth full year after the transaction is finalised.

a written opinion of Morgan Stanley to the IHS Markit board dated November 29, 2020 to the
effect that as of such date and based upon and subject to the various assumptions made,
procedures followed, matters considered, and limitations imposed by the parties, the final
exchange ratio represents the highest and best value that IHS Markit could obtain from S&P
Global; and

The IHS Markit board came to the conclusion that possible risks and uncertainties are
balanced by the advantages that the IHS Markit board anticipates the merger will bring to
IHS Markit shareholders. The main aspects that the IHS Markit board evaluated are covered
in this overview of the data and factors it took into account when coming to its conclusions
and recommendations, but it is not intended to be exhaustive and might not cover all of them.
The IHS Markit board did not consider it useful to quantify, rank, or assign any relative or
specific weights to the various factors that it considered in reaching its decision to approve
the merger agreement, the statutory merger agreement, and the transactions contemplated
thereby, and to make its recommendation to IHS Markit share. This was due to the wide
variety of factors considered in connection with its evaluation, as well as the complexity of
these matters. Instead, the IHS Markit board believed that its decisions were based on the
entirety of the information that was provided to it and the factors that it took into account,
including its discussions and interrogations of IHS Markit's management and advisors as well
as the directors' individual experiences and expertise. Additionally, different weights may
have been given to various criteria by different IHS Markit board members.
 Termination

At any moment prior to the merger's completion, before or after the necessary shareholder
approvals have been obtained, the merger agreement can be dissolved under the following
conditions:

with IHS Markit's and S&P Global's prior written agreement; according to IHS Markit or
S&P Global:

if the conclusion of the merger shall not have occurred by November29, 2021 (the "outside
date"), except in the following cases:

Further, if a "triggering event" with respect to the other party shall have happened, either IHS
Markit or S&P Global may cancel the merger agreement at any time prior to the other party's
special meeting.