EX-4.2



 EXHIBIT 4.2 

S&P GLOBAL INC. 

STANDARD & POOR’S FINANCIAL SERVICES LLC 

as Guarantor 
 2.950%
Senior Notes due 2027 
 THIRD SUPPLEMENTAL INDENTURE 

Dated as of September 22, 2016 

to the Indenture Dated as of May 26, 2015 

U.S. BANK NATIONAL ASSOCIATION, 

as Trustee 







 TABLE OF CONTENTS 

 

							
	 	  	PAGE	 
	ARTICLE 1	  
	DEFINITIONS	  
			
	 Section 1.01.
	 	 Certain Terms Defined in the Indenture; Additional Terms.
	  	 	2	  
	
	ARTICLE 2	  
	FORM AND TERMS OF THE NOTES	  
			
	 Section 2.01.
	 	 Form and Dating.
	  	 	6	  
	 Section 2.02.
	 	 Paying Agent; Depository.
	  	 	7	  
	 Section 2.03.
	 	 Registration, Transfer and Exchange.
	  	 	7	  
	 Section 2.04.
	 	 Restrictions on Transfer and Exchange.
	  	 	9	  
	 Section 2.05.
	 	 Terms of the Notes.
	  	 	11	  
	 Section 2.06.
	 	 Optional Redemption.
	  	 	12	  
	 Section 2.07.
	 	 Offer to Repurchase Upon A Change of Control Triggering Event.
	  	 	13	  
	
	ARTICLE 3	  
	SUPPLEMENTAL INDENTURE	  
			
	 Section 3.01.
	 	 Supplemental Indentures Without Consent of Holders.
	  	 	15	  
	
	ARTICLE 4	  
	GUARANTEE	  
			
	 Section 4.01.
	 	 Release of Guarantor from Guarantee.
	  	 	15	  
	
	ARTICLE 5	  
	MISCELLANEOUS	  
			
	 Section 5.01.
	 	 Trust Indenture Act Controls.
	  	 	15	  
	 Section 5.02.
	 	 Governing Law.
	  	 	16	  
	 Section 5.03.
	 	 Payment of Notes.
	  	 	16	  
	 Section 5.04.
	 	 Multiple Counterparts.
	  	 	16	  
	 Section 5.05.
	 	 Severability.
	  	 	16	  
	 Section 5.06.
	 	 Relation to Indenture.
	  	 	16	  
	 Section 5.07.
	 	 Ratification.
	  	 	16	  
	 Section 5.08.
	 	 Effectiveness.
	  	 	16	  
	 Section 5.09.
	 	 Trustee Not Responsible for Recitals or Issuance of Securities.
	  	 	17	  


  
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	EXHIBITS	  	
		
	EXHIBIT A	  	Form of Note
	EXHIBIT B	  	Restricted Legend
	EXHIBIT C	  	DTC Legend
	EXHIBIT D	  	Regulation S Certificate
	EXHIBIT E	  	Rule 144A Certificate


  
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 THIRD SUPPLEMENTAL INDENTURE 

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of September 22, 2016, among S&P
GLOBAL INC., a New York corporation (the “Company”), having its principal executive offices at 55 Water Street, New York, New York 10041, STANDARD & POOR’S FINANCIAL SERVICES LLC, a Delaware limited liability company, as
Guarantor hereunder, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). 

RECITALS 
 WHEREAS, the
Company, the Guarantor and the Trustee executed and delivered an Indenture, dated as of May 26, 2015 (the “Indenture”), to provide for the issuance by the Company from time to time of Securities to be issued in one or more series as
provided in the Indenture; 
 WHEREAS, the issuance and sale of $500,000,000 aggregate principal amount of a new series of the Securities of
the Company designated as its 2.950% Senior Notes due 2027 and, if and when issued, any Additional Notes, together with any Exchange Notes issued therefor, as provided herein (the “Notes”), to be fully and unconditionally guaranteed
by the Guarantor, have been authorized by resolutions adopted by the Board of Directors of the Company and the board of directors of the Guarantor; 

WHEREAS, the Company desires to issue and sell $500,000,000 aggregate principal amount of the Notes on the date hereof, to be fully and
unconditionally guaranteed by the Guarantor in accordance with Article 12 of the Indenture; 
 WHEREAS, Sections 2.01 and 10.01 of the
Indenture provide that the Company, when authorized by a Board Resolution, and the Trustee may amend or supplement the Indenture to provide for the issuance of and to establish the form or terms and conditions of Securities of any series as
permitted by the Indenture; 
 WHEREAS, the Company desires to establish the form, terms and conditions of the Notes; and 

WHEREAS, all things necessary to make this Third Supplemental Indenture a legal, valid and binding supplement to the Indenture according to
its terms and the terms of the Indenture have been done; 
 NOW, THEREFORE, for and in consideration of the premises and the purchase of the
Notes by the Holders thereof, the Company, the Guarantor and the Trustee mutually covenant and agree, for the equal and proportionate benefit of all Holders of the Notes, as follows: 







 ARTICLE 1 

DEFINITIONS 

Section 1.01. Certain Terms Defined in the Indenture; Additional Terms. 

(a) For purposes of this Third Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to
such terms in the Indenture, as amended hereby. 
 (b) The following capitalized terms used herein shall be defined accordingly: 

“Additional Interest” means additional interest owed to the Holders pursuant to a Registration Rights Agreement. 

“Agent Member” means a member of, or a participant in, the Depository. 

“Additional Notes” shall have the meaning set forth in Section 2.05(b). 

“Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade Rating by each of the Rating
Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be
extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event hereunder)
if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee or the Company in writing at the Trustee’s or the Company’s request that the
reduction was the result, in whole or in part, of any event or circumstances comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time
of the Below Investment Grade Rating Event). The Trustee has no obligation to monitor or determine if any such event has occurred. 

“Certificated Note” means a Note in registered individual certificated form without interest coupons. 

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any person (as defined in
the Indenture, and in addition as that term is used in Section 13(d)(3) and Section 14(d)(2) of the Exchange Act) or group of related persons for purposes of Section 13(d) of the Exchange Act other than the Company or one of its Subsidiaries;
(2) the approval by the holders of the Company’s common stock of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions hereof); or (3) the


  
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consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner,
directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock. 
 “Change of
Control Offer” has the meaning set forth in Section 2.07(a) hereof. 
 “Change of Control Payment” has the meaning
set forth in Section 2.07(a) hereof. 
 “Change of Control Payment Date” has the meaning set forth in Section 2.07(b)(iii)
hereof. 
 “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment
Grade Rating Event. 
 “Comparable Treasury Issue” means the U.S. treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term (the “Remaining Life”) of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term of such Notes. 
 “Comparable Treasury
Price” means, with respect to any Optional Redemption Date, (1) the average of five Reference Treasury Dealer Quotations for such Optional Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2)
if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 

“Credit Facility” means one or more (i) credit facilities with banks, investors, purchasers or other debtholders or other
lenders providing for revolving credit loans or term loans or the issuance of letters of credit or bankers’ acceptances or the like, (ii) note purchase agreements and indentures providing for the sale of Debt securities or (iii) agreements that
refinance any Debt incurred under any arrangement or agreement described in clause (i) or (ii) or this clause (iii), including in each case any successor or replacement arrangement, arrangements, agreement or agreements. 

“DTC” means The Depository Company. 

“DTC Legend” means the legend set forth in Exhibit C. 

“Exchange Notes” means the Notes of the Company issued pursuant to the Indenture in exchange for, and in an aggregate
principal amount equal to, the Initial Notes, in compliance with the terms of the Registration Rights Agreement and containing terms substantially identical to the Initial Notes (except that (i) such Exchange Notes will be registered under the
Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating to rights under the Registration Rights Agreement will be eliminated). 

  
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 “Exchange Offer” means an offer by the Company to the Holders of the Initial
Notes to exchange outstanding Notes for Exchange Notes, as provided for in a Registration Rights Agreement. 
 “Fitch”
means Fitch Ratings Ltd., and its successors. 
 “Global Note” means a Note in registered global form without interest
coupons. 
 “Independent Investment Banker” means any of Goldman, Sachs & Co., Citigroup Global Markets Inc. or J.P.
Morgan Securities LLC as specified by the Company, or if these firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company, in the Company’s
sole discretion. 
 “Initial Additional Notes” means Additional Notes issued in an offering not registered under the
Securities Act and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor. 

“Initial Notes” means the Notes issued on the Issue Date and any Notes issued in replacement thereof, but not including any
Exchange Notes issued in exchange therefor. 
 “Initial Purchasers” means the initial purchasers party to the Purchase
Agreement dated September 19, 2016 with the Company and the Guarantor relating to the sale of the Notes by the Company or the initial purchasers of any Additional Notes under any purchase agreement entered into after the Issue Date. 

“interest”, in respect of the Notes, unless the context otherwise requires, refers to interest and Additional Interest, if
any. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and equal
to or higher than BBB- (or the equivalent) by Fitch (or, in each case, the equivalent investment grade credit rating from any Rating Agency). 

“Issue Date” means the date on which the Notes are originally issued under this Indenture. 

“Moody’s” means Moody’s Investors Services, Inc., and its successors. 

“Offshore Global Note” means a Global Note representing Notes issued and sold pursuant to Regulation S. 

“Optional Redemption Date” means any such date fixed for redemption pursuant to Section 2.06(a) or Section 2.06(b). 

“Rating Agencies” means (1) Moody’s and Fitch; (2) if Moody’s or Fitch ceases to rate the Notes or fails to make a
rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company (as
certified by a resolution of 

  
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the Company’s board of directors) as a replacement agency for Moody’s or Fitch; and (3) at the Company’s option, any other “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a resolution of the Company’s board of directors) to rate the Notes. 

“Redemption Price”, when used with respect to any Security to be redeemed, means the price specified in the Security at which
it is to be redeemed pursuant to this Indenture. 
 “Reference Treasury Dealer” means (1) any of Goldman, Sachs & Co.,
Citigroup Global Markets Inc. or J.P. Morgan Securities LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a
“Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer and (2) any three other Primary Treasury Dealers selected by the Company after consultation with the Independent Investment Banker.

 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Optional Redemption
Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment
Banker at 5:00 p.m., New York City time, on the third business day preceding such Optional Redemption Date. 
 “Registration Rights
Agreement” means (i) the Registration Rights Agreement dated as of September 22, 2016 between the Company, the Guarantor and the Initial Purchasers party thereto with respect to the Initial Notes, and (ii) with respect to any Additional
Notes, any registration rights agreements between the Company, the Guarantor and the Initial Purchasers party thereto relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes or exchange them
for Notes registered under the Securities Act. 
 “Regulation S” means Regulation S under the Securities Act. 

“Regulation S Certificate” means a certificate substantially in the form of Exhibit D hereto. 

“Restricted Legend” means the legend set forth in Exhibit B. 

“Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S. 

“Rule 144A” means Rule 144A under the Securities Act. 

“Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit E hereto or (ii) a written certification
addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment
discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the


  
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exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested
pursuant to Rule 144A(d)(4) or has determined not to request such information. 
 “Treasury Rate” means, with respect to
any Optional Redemption Date, (a) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor
publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable
Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (b) if such release (or any successor release) is not published during the
week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Price for such
Optional Redemption Date. 
 “U.S. Global Note” means a Global Note that bears the Restricted Legend representing Notes
issued and sold pursuant to Rule 144A. 
 (c) As used in the Indenture, for purposes of the Notes, the term “interest”
shall be deemed to include any “Additional Interest” payable as a consequence of a “Registration Default,” in each case as defined in, and in accordance with, the Registration Rights Agreement. 

ARTICLE 2 
 FORM
AND TERMS OF THE NOTES 
 Section 2.01. Form and
Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes shall be executed on behalf of the Company by any Officer and attested by its Secretary
or one of its Assistant Secretaries. The signature of any of these Officers on the Notes may be manual or facsimile. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the
date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000, in excess thereof. 
 The terms
and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Third Supplemental Indenture and the Company, the Guarantor and the Trustee, by their execution and delivery of
this Third Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. 
 (b) (i) Except as otherwise
provided in paragraph (c) of this Section 2.01, Section 2.03(a)(iii), Section 2.04(b)(iii), Section 2.04(b)(v), or Section 2.04(c), each Initial Note or Additional Note will bear the Restricted Legend. 

  
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 (ii) Each Global Note, whether or not an Initial Note or Additional Note or
Exchange Note, will bear the DTC Legend. 
 (iii) Initial Notes and Additional Notes offered and sold in reliance on any
exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.

 (c) (i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably
require) that a Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without compliance with any limits thereunder and that the Restricted Legend is no longer necessary or appropriate in order to
ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, 

(ii) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the
Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer, 

the Company may instruct the Trustee in an Officers’ Certificate to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of
like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction. 

(d) By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each
owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such
beneficial interest) only in accordance with this Indenture and such legend. 
 Section 2.02. Paying Agent;
Depository. (a) The Company appoints the Trustee as the initial agent of the Company for the payment of the principal of (and premium, if any) and interest on the Notes, and the office of the Trustee located in the Borough of Manhattan,
the City of New York, be and hereby is, designated as the office or agency where the Notes may be presented for payment and where notices to or demands upon the Company in respect of the Notes and the Indenture pursuant to which the Notes are to be
issued may be served. The Company may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which the paying agent acts. 

(b) The Depository shall initially be DTC and any and all successors thereto appointed as Depository by the Company. 

Section 2.03. Registration, Transfer and Exchange. (a) Each Global Note will be registered in the name of the
Depository or its nominee and, so long as DTC is serving as the Depository thereof, will bear the DTC Legend. 

  
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 (i) Each Global Note will be delivered to the Trustee as custodian for the
Depository. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depository, its successors or their respective nominees, except (y) as set forth in (iii) of this
Section 2.03(a) and (z) transfers of portions thereof in the form of Certificated Notes may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the
Depository in accordance with customary procedures of the Depository and in compliance with this Section 2.03 and Section 2.04. 

(ii) Agent Members will have no rights under this Indenture with respect to any Global Note held on their behalf by the
Depository, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, the Depository or
its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under this
Indenture or the Notes, and nothing herein will impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security. 

(iii) If (x) the Depository notifies the Company that it is unwilling or unable to continue as Depository for a Global Note and
a successor depositary is not appointed by the Company within 90 days of such notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a written request from the Depository, the Trustee will promptly exchange
each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by
the Depository, and thereupon the Global Note will be deemed canceled. If such Note does not bear the Restricted Legend, then the Certificated Notes issued in exchange therefor will not bear the Restricted Legend. If such Note bears the Restricted
Legend, then the Certificated Notes issued in exchange therefor will bear the Restricted Legend. 
 (b) Each Certificated Note will be
registered in the name of the Holder thereof or its nominee. 
 (c) (i) Global Note to Global Note. If a beneficial interest in a
Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (y) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such
transfer or exchange and (z) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global
Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and
exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. 

  
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 (ii) Global Note to Certificated Note. If a beneficial interest in a
Global Note is transferred or exchanged for a Certificated Note, the Trustee will (y) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) deliver one or more new
Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee
or owner, as applicable. 
 (iii) Certificated Note to Global Note. If a Certificated Note is transferred or exchanged
for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that
such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to
the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof. 

(iv) Certificated Note to Certificated Note. If a Certificated Note is transferred or exchanged for another
Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of
such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or
exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or
unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof. 
 Section 2.04.
Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.04 and Section 2.03 and, in the case of a Global Note (or
a beneficial interest therein), the applicable rules and procedures of the Depository. The Security Registrar shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence. 

(b) Subject to paragraph (c) of this Section 2.04, the transfer or exchange of any Note (or a beneficial interest therein) of the type set
forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth
opposite in column C below. 
  

					
	 A
	  	 B
	  	 C

	U.S. Global Note	  	U.S. Global Note	  	(i)
	U.S. Global Note	  	Offshore Global Note	  	(ii)
	U.S. Global Note	  	Certificated Note	  	(iii)
	Offshore Global Note	  	U.S. Global Note	  	(iv)


  
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	 A
	  	 B
	  	 C

	Offshore Global Note	  	Offshore Global Note	  	(i)
	Offshore Global Note	  	Certificated Note	  	(v)
	Certificated Note	  	U.S. Global Note	  	(iv)
	 Certificated Note
	  	Offshore Global Note	  	(ii)
	 Certificated Note
	  	Certificated Note	  	(iii)

 (i) No certification is required. 

(ii) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Security Registrar a duly
completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. 

(iii) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (y) a duly completed
Rule 144A Certificate or (z) a duly completed Regulation S Certificate or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being
made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the
Restricted Legend, then no certification is required. In the event that (y) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Security Registrar or (z) a
Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. 

(iv) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Security Registrar a duly
completed Rule 144A Certificate. 
 (v) If the requested transfer or exchange takes place during the Restricted Period, the
Person requesting the transfer or exchange must deliver or cause to be delivered to the Security Registrar a duly completed Rule 144A Certificate or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably
require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States. If the requested transfer or exchange takes place after
the Restricted Period, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. 

(c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein): 

(i) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the
need for current public information; provided that the Company has provided the Trustee with an Officer’s Certificate to that 

  
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effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (i) an opinion of counsel and any other reasonable certifications and evidence
in order to support such certificate; or 
 (ii) (y) sold pursuant to an effective registration statement, pursuant to the
Registration Rights Agreement or otherwise or (z) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer. 
 Any
Certificated Note delivered in reliance upon this paragraph will not bear the Restricted Legend. 
 (d) The Trustee will retain copies of
all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon
written notice to the Trustee. 
 (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with
any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any
Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof. 
 Section 2.05. Terms of the Notes. The
following terms relating to the Notes are hereby established: 
 (a) Title. The Notes shall constitute a series of Securities having
the title “2.950% Senior Notes due 2027.” 
 (b) Principal Amount. The aggregate principal amount of the Notes that may be
initially authenticated and delivered under the Indenture shall be $500,000,000. The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) of a
series having the same ranking and the same interest rate, maturity and other terms as the Notes including any Exchange Notes issued in exchange for such Additional Notes, except for the issue date, the public offering price and, in some cases, the
first Interest Payment Date and interest accrual date; provided that no Event of Default with respect to the Notes shall have occurred and be continuing; provided further that if any such Additional Notes are not fungible with the
Notes initially issued hereunder for U.S. federal income tax purposes, such Additional Notes shall have a separate CUSIP number. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to
the relevant Notes shall include the Additional Notes unless the context otherwise requires. 
 (c) Maturity Date. The entire
outstanding principal of the Notes shall be payable on January 22, 2027. 

  
 11 








 (d) Interest Rate. The rate at which the Notes shall bear interest shall be 2.950% per
annum; the date from which interest shall accrue on the Notes shall be September 22, 2016, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be January 22
and July 22 of each year, beginning January 22, 2017; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds, to the Persons in whose names the Notes (or one
or more predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 7 or July 7, as the case may be, next preceding such Interest Payment Date (whether or not a
Business Day); provided that interest payable at the Stated Maturity or upon redemption will be paid to the person to whom principal is payable. Payment of principal and interest on the Notes will be made at the Corporate Trust Office of the
Trustee or such other office or agency of the Company as may be designated for such purpose, in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided,
however, that each installment of interest and principal on the Notes may at the Company’s option be paid in immediately available funds by transfer to an account maintained by the payee located in the United States of America. 

(e) Currency. The currency of denomination of the Notes is United States Dollars. Payment of principal of and interest and premium, if
any, on the Notes will be made in United States Dollars. 
 Section 2.06. Optional Redemption. (a) On or after
October 22, 2026, the Company may redeem the Notes, at its option, at any time in whole, or from time to time in part, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to the
Optional Redemption Date. 
 (b) Prior to October 22, 2026, the Company may redeem the Notes, at its option, at any time in whole, or from
time to time in part, at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be
redeemed, exclusive of interest accrued to the Optional Redemption Date, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 25 basis
points, plus, in each case, accrued and unpaid interest to the Optional Redemption Date. 
 (c) The Treasury Rate shall be calculated on the
third Business Day preceding the Optional Redemption Date. The Company shall calculate the Redemption Price with respect to the Notes in accordance with the terms and provisions of this Indenture. 

(d) On and after the Optional Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for
redemption, unless the Company defaults in the payment of the redemption price. On or before the Redemption Date for the Notes, the Company will deposit with a Paying Agent, or the Trustee, funds sufficient to pay the redemption price of and accrued
and unpaid interest on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Trustee shall select in accordance with the procedures of DTC, not more than 60 days prior to the Optional Redemption Date the Notes
or 

  
 12 








 
portions of the Notes to be redeemed. The Trustee may select for redemption Notes and portions of Notes in amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided
that the unredeemed portion of any Note to be redeemed in part will not be less than $2,000, and shall thereafter promptly notify the Company in writing of the numbers of Notes to be redeemed, in whole or in part. 

(e) Notice of redemption shall be delivered not less than 30 nor more than 60 days prior to the Optional Redemption Date, to each Holder of
Notes to be redeemed, at his address appearing in the Security Register. 
 Section 2.07. Offer to Repurchase Upon A Change of
Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 2.06 hereof, each Holder shall have the right to require
the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth
in the Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), pursuant to and
in accordance with the offer described in this Section 2.07. 
 (b) Within 30 days following any Change of Control Triggering Event, the
Company shall deliver a notice to each Holder of Notes, with a written copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state: 

(i) a description of the transaction or transactions that constitute the Change of Control Triggering Event; 

(ii) that the Change of Control Offer is being made pursuant to this Section 2.07 and that all Notes validly tendered will be
accepted for payment; 
 (iii) that the Change of Control Payment and the “Change of Control Payment Date”,
which shall be a Business Day that is no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law; 

(iv) that any Note not tendered will continue to accrue interest; 

(v) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change
of Control Payment Date unless the Company shall default in the payment of the Change of Control Payment of the Securities and the only remaining right of the Holder is to receive payment of the Change of Control Payment upon surrender of the Notes
to the Paying Agent; 
 (vi) that Holders electing to have a portion of a Note purchased pursuant to a Change of Control
Offer may only elect to have such Note purchased in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof; 

  
 13 








 (vii) that if a Holder elects to have a Note purchased pursuant to the Change of
Control Offer it will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Paying Agent at the address
specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date; 

(viii) that a Holder will be entitled to withdraw its election if the Company receives, not later than the third Business Day
preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is
withdrawing its election to have such Note purchased; and 
 (ix) that if Notes are purchased only in part a new Note of the
same type will be issued in a principal amount equal to the unpurchased portion of the Notes surrendered. 
 (c) On the Change of Control
Payment Date, the Company shall, to the extent lawful: 
 (i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer; 
 (ii) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Notes or portions thereof properly tendered; and 
 (iii) deliver or cause to be delivered
for cancellation to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. 

(d) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for the Notes, and the
Trustee, upon receipt of a Company Request, shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered by such Holder, if
any; provided that each new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. 
 (e)
The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.07, the Company will comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Section 2.07 by virtue of such conflicts. 
 (f) Notwithstanding the foregoing, the
Company will not be required to make an offer to repurchase the Securities upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made
by the Company herein and such third party purchases all the Notes properly tendered and not withdrawn under its offer. 

  
 14 








 ARTICLE 3 

SUPPLEMENTAL INDENTURE 

Section 3.01. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the
Company, when authorized by a Board Resolution, the Guarantor and the Trustee (at the direction of the Company) at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the purposes set forth in Section
10.01 of the Indenture and, in addition for the following purpose: to conform any provision of the Indenture, the Third Supplemental Indenture or the Notes to the “Description of the notes” appearing in the Company’s offering
memorandum dated September 19, 2016 pursuant to which the Notes were originally sold. 
 ARTICLE 4 

GUARANTEE 
 Section
4.01. Release of Guarantor from Guarantee. Section 12.07(a) of the Indenture shall be amended by replacing that section of the Indenture with the following, but only with respect to the Notes: 

(a) The Guarantee by the Guarantor shall terminate and be of no further force or effect and the Guarantor shall be deemed to be released from
all obligations upon: 
 (i) the sale or other disposition (including by way of consolidation or merger) of the Guarantor,
other than to the Company or a Subsidiary of the Company and as permitted by this Indenture; 
 (ii) the sale or disposition
of all or substantially all the assets of the Guarantor, other than to the Company or a Subsidiary of the Company and as permitted by this Indenture; 

(iii) the Company’s exercise of its option under Section 11.03 or Section 11.04 or if the Company’s obligations under
this Indenture are discharged in accordance with the terms of this Indenture; or 
 (iv) at such time as the Guarantor ceases
to guarantee Debt, other than a discharge through payment thereon, under any Credit Facility of the Company, other than any such Credit Facility of the Company the guarantee of which by the Guarantor will be released concurrently with the release of
the Guarantor’s guarantee of the Notes. 
 ARTICLE 5 

MISCELLANEOUS 

Section 5.01. Trust Indenture Act Controls. If any provision of this Third Supplemental Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Third Supplemental Indenture by the Trust Indenture Act, the required provision shall control. If any provision of this Third Supplemental Indenture modifies or excludes any provision
of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Third Supplemental Indenture as so modified or to be excluded, as the case may be. 

  
 15 








 Section 5.02. Governing Law. This Third Supplemental Indenture and
the Notes shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any other
jurisdiction. 
 Section 5.03. Payment of Notes. Payments in respect of the Notes represented by the Global
Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Company will make all payments through the Paying Agent by mailing a check to
each Holder’s registered address; provided, however, that payments may also be made, in the case of a Holder of at least $1.0 million aggregate principal amount of Notes, by wire transfer to the account specified by the Holder thereof.

 Section 5.04. Multiple Counterparts. The parties may sign multiple counterparts of this Third Supplemental
Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same Third Supplemental Indenture. 

Section 5.05. Severability. Each provision of this Third Supplemental Indenture shall be considered separable and
if for any reason any provision which is not essential to the effectuation of the basic purpose of this Third Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and a Holder shall have no claim therefor against any party hereto. 

Section 5.06. Relation to Indenture. This Third Supplemental Indenture constitutes a part of the Indenture, the
provisions of which (as modified by this Third Supplemental Indenture) shall apply to the series of Securities established by this Third Supplemental Indenture but shall not modify, amend or otherwise affect the Indenture insofar as it relates to
any other series of Securities or modify, amend or otherwise affect in any manner the terms and conditions of the Securities of any other series. 

Section 5.07. Ratification. The Indenture, as supplemented and amended by this Third Supplemental Indenture, is in
all respects ratified and confirmed. The Indenture and this Third Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Third Supplemental Indenture supersede any conflicting
provisions included in the Indenture unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Third Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the
Indenture, as supplemented by this Third Supplemental Indenture. 
 Section 5.08. Effectiveness. The provisions
of this Third Supplemental Indenture shall become effective as of the date hereof. 

  
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 Section 5.09. Trustee Not Responsible for Recitals or Issuance of Securities. The recitals
contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or
the proceeds thereof. 
 [remainder of page intentionally left blank; signature pages follow] 

  
 17 








 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly
executed as of the date first above written. 
  

					
	S&P GLOBAL INC.
		
	By:	 	 /s/ Robert J. MacKay

		 	Name:	 	Robert J. MacKay
		 	Title:	 	Interim Chief Financial Officer
	
	STANDARD & POOR’S FINANCIAL SERVICES LLC, as Guarantor
		
	By:	 	 /s/ Edward Haran

		 	Name:	 	Edward Haran
		 	Title:	 	Vice President and Treasurer
	
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Steven V. Vaccarello

		 	Name:	 	Steven V. Vaccarello
		 	Title:	 	Vice President









 EXHIBIT A 

FORM OF 2.950% SENIOR NOTE DUE 2027 

S&P GLOBAL INC. 

2.950% SENIOR NOTE DUE 2027 

Fully and Unconditionally Guaranteed by 

Standard & Poor’s Financial Services LLC 

Principal Amount: $         

No. 
  
  

			
	CUSIP:	  	78409V AL81
		  	U75091 AE52
	ISIN:	  	US78409VAL801
		  	USU75091AE582

 S&P GLOBAL INC., a New York corporation (herein called the “Company,” which term includes
any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $         (as such amount is
decreased or increased in accordance with the Indenture (as defined below) and as set forth on the Schedule of Increases and Decreases in Global Note attached hereto) on January 22, 2027 (the “Maturity Date”) (except to the extent
redeemed or repaid prior to the Maturity Date) and to pay interest thereon from September 22, 2016 (the “Original Issue Date”) or from the most recent Interest Payment Date to which interest has been paid or duly provided for
semi-annually at the rate of 2.950% per annum, on January 22 and July 22 (each such date, an “Interest Payment Date”), commencing January 22, 2017, until the principal hereof is paid or made available for payment. The rate
of interest payable hereon is subject to adjustment as provided in the Indenture (as defined below), but shall in no event be less than the rate stated above. 

Payment of Interest. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as
provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of business on January 7 or July 7 (whether or not a Business Day,
as defined in the 
  

	1 	For Rule 144A Note(s). 


	2 	 For Regulation S Note(s). 



  
 A-1 








 
Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Any such interest not punctually paid or duly provided for
(“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest, may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days
prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. 
 Place of Payment. Payment of principal, premium, if any, and interest on this Note will be
made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that each installment of interest, premium, if any, and principal on this Note may at the Company’s option be paid in immediately available funds by transfer to an account maintained by the payee
located in the United States of America. 
 Time of Payment. In any case where any Interest Payment Date, the Maturity Date or any
date fixed for redemption or repayment of the Notes shall not be a Business Day, then (notwithstanding any other provision of the Indenture or this Note), payment of principal or interest, if any, need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, the Maturity Date or the date so fixed for redemption or repayment, and no interest shall accrue in respect of the delay. 

General. This Note is one of a duly authorized issue of Securities of the Company, issued and to be issued in one or more series under
an indenture (the “Base Indenture”), dated as of May 26, 2015, among the Company, Standard & Poor’s Financial Services LLC, as Guarantor, and U.S. Bank National Association (herein called the “Trustee,”
which term includes any successor Trustee under the Indenture with respect to a series of which this Note is a part), as supplemented by a Third Supplemental Indenture thereto, dated as of September 22, 2016 (the “Third Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor party thereto and the Trustee. Reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of a
duly authorized series of Securities designated as “2.950% Senior Notes due 2027” (collectively, the “Notes”), initially limited in aggregate principal amount to $500,000,000. 

  
 A-2 








 Further Issuance. The Company may from time to time, without the consent of the Holders of
the Notes, issue additional Securities (the “Additional Securities”) of this series having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Securities of this series and the Notes
will constitute a single series under the Indenture and all references to the Notes shall include the Additional Securities unless the context otherwise requires; provided that if any such Additional Securities are not fungible with the Notes
for U.S. federal income tax purposes, such Additional Securities shall have a separate CUSIP number. 
 Events of Default. If an
Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 

Sinking Fund. The Notes are not subject to any sinking fund. 

Redemption and Repurchase. The Notes are subject to optional redemption, and may be the subject of an offer to purchase upon the
occurrence of a Change of Control Triggering Event, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to the Notes. 

Restrictive Covenants. The Indenture contains certain covenants that, among other things, limit the ability of the Company and its
Subsidiaries to create liens or the ability of the Company to consolidate, merge or sell, transfer or lease all or substantially all of its assets. 

Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the
Company on this Note and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. 

Modification and Waivers; Obligations of the Company Absolute. The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series. Such amendment may be effected under the Indenture at any time by the Company, and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes of each series affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate
principal amount of the Securities at the time outstanding, on behalf of the Holders of all outstanding Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture


  
 A-3 








 
permit the Holders of not less than a majority in aggregate principal amount of the outstanding Securities of individual series to waive on behalf of all of the Holders of Securities of such
individual series certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place, and rate, and in the currency, herein prescribed. 

Guarantee. This Note will be entitled to the benefits of a Guarantee made for the benefit of the Holders. Reference is hereby made to
the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantor, the Trustee and the Holders. 

Registration Rights. This Note will be entitled to the benefits of the Registration Rights Agreement, including the right to receive
Additional Interest (as defined in the Registration Rights Agreement) as and when set forth therein.3 

No Recourse Against Others. No director, officer, agent, employee, incorporator, stockholder, partner, member, or manager of the
Company or the Guarantor shall have any liability for any obligations of the Company or the Guarantor under any Notes, the Indenture or the Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

Limitation on Suits. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Note will have any right to
institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the outstanding Notes shall have made written request, and offered indemnity satisfactory to the Trustee to institute such proceedings as Trustee, and the Trustee shall not have received from the Holders of a majority
in principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the
Holder hereof for the enforcement of payment of the principal of or interest on this Note on or after the respective due dates expressed herein. 

 

	3 	Include only for Initial Note or Additional Note with registration rights. 


  
 A-4 








 Authorized Denominations. The Notes are issuable only in registered form without coupons
in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. 
 Registration of Transfer or Exchange. As
provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable in the register of the Notes maintained by the Security Registrar upon surrender of this Note for registration of
transfer, at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or
transferees. 
 As provided in the Indenture and subject to certain limitations herein and therein set forth, the Notes are exchangeable for
a like aggregate principal amount of Notes of different authorized denominations, as requested by the Holders surrendering the same. 
 No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Holder as the owner hereof for all purposes (except with respect to certain payments of Defaulted Interest), whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary. 
 Defined Terms. All terms used in this Note, which are defined in the Indenture and are not otherwise defined herein,
shall have the meanings assigned to them in the Indenture. 
 Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York. 
 Unless the certificate of authentication hereon has been executed by the Trustee by
manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

[remainder of page intentionally left blank] 

  
 A-5 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed and its seal to be
hereunto affixed and attested. 
 Dated: September 22, 2016 
  

			
	S&P GLOBAL INC.
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Attest:
		
	By:	 	  

		 	Name:
		 	Title:


  
 A-6 








 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture, as such is supplemented by the
within-mentioned Third Supplemental Indenture. 
 Dated: September 22, 2016 

 

					
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	Authorized Signatory



  
 A-7 








 ASSIGNMENT FORM 
  

	
	I or we assign and transfer this Note to
	
	  

	
	  

	(Print or type name, address and zip code of assignee or transferee)
	
	  

	(Insert Social Security or other identifying number of assignee or transferee)
	
	and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

  

									
	Dated:	 	  
	 		 	Signed:	 	
				
		 		 		 	  

		 		 		 	(Sign exactly as name appears on the other side of this Note)
			
	Signature Guarantee:	 		 	  

		 		 		 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)


  
 A-8 








 [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL 

CERTIFICATES BEARING A RESTRICTED LEGEND] 

In connection with any transfer of this Note occurring prior to September 22, 2017, the undersigned confirms that such transfer is made
without utilizing any general solicitation or general advertising and further as follows: 
 Check One 

 ̈    (1) This Note is being transferred to a “qualified institutional buyer” in
compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith. 

 ̈    (2) This Note is being transferred to a Non-U.S. Person in compliance with the
exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith. 

or 

 ̈    (3) This Note is being transferred other than in accordance with (1) or (2) above and
documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. 
 If none of the
foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have
been satisfied. 
  

									
	Date:	 	  
	 		 	
		 		 		 	  

		 		 		 	Seller
					
		 		 		 	By	 	  


 NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. 

  
 A-9 









							
	 Signature Guarantee:1
	 		 	
		 	  
	 	
				
		 	By	 	  
	 	
		 	To be executed by an executive officer	 	

  
  

	1 	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer
Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended. 


  
 A-10 








 [Attach to Global Note only] 

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE 

S&P GLOBAL INC. 
 2.950%
Senior Note due 2027 
 Fully and Unconditionally Guaranteed by 

Standard & Poor’s Financial Services LLC 

The initial principal amount of this Global Note is $        . The following increases or decreases in
this Global Note have been made: 
  

									
	 Date
	  	Amount of
decrease in
Principal
Amount of this
Global Note	  	Amount of
increase in
Principal
Amount of this
Global Note	  	Principal Amount
of this Global
Note following
such decrease or
increase	  	Signature of
authorized
signatory of
Trustee or Note
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 A-11 








 EXHIBIT B 

[RESTRICTED LEGEND] 
 THIS NOTE AND THE RELATED
GUARANTEE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF S&P GLOBAL INC. (THE
“COMPANY”) THAT THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A) IN ACCORDANCE WITH RULE 144A, (3) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES
THAT IT SHALL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. 
 PRIOR TO THE REGISTRATION OF ANY TRANSFER IN
ACCORDANCE WITH (2) OR (3) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH IS AN EXHIBIT TO THE INDENTURE) MUST BE DELIVERED TO THE TRUSTEE EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE UNDER WHICH THIS NOTE WAS ISSUED. PRIOR TO
THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (4) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED
TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ONLY AT THE DIRECTION OF THE COMPANY. 

  
 B-1 








 EXHIBIT C 

[DTC LEGEND] 
 UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. 

TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE. 

  
 C-1 








 EXHIBIT D 

[REGULATION S CERTIFICATE] 

            ,          

U.S. Bank National Association, as Trustee 
 Steven V. Vaccarello

 U.S. Bank Corporate Trust Services 
 100 Wall Street, 16th Floor 
 New York, NY 10005 

Phone: (212) 951-8542 
 steven.vaccarello@usbank.com 

 

	Re:	S&P Global Inc. 2.950% Senior Notes due 2027 (the “Notes”) issued under the Indenture, dated as of May 26, 2015, as supplemented by the Third Supplemental Indenture, dated as of September 22, 2016
(collectively, the “Indenture”), relating to the Notes 

 Ladies and Gentlemen: 

Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), except as otherwise stated herein. 
 [CHECK A OR B AS APPLICABLE.] 

 

					
	 ̈	 	A.	 	This Certificate relates to our proposed transfer of $         principal amount of Notes issued under the Indenture. We hereby certify as follows:

  

	 	1.	The offer and sale of the Notes was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account
held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at
an identifiable group of U.S. citizens abroad. 

  

	 	2.	 Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the
time the buy order was originated, the buyer was outside the United 



  
 D-1 









	 	
States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a
designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States. 


 

	 	3.	Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Notes. 


 

	 	4.	The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act. 

  

	 	5.	If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Notes, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we
are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S. 


 

					
	 ̈	 	B.	 	This Certificate relates to our proposed exchange of $         principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us. We hereby certify
as follows:

  

	 	1.	At the time the offer and sale of the Notes was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the
account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S.
citizens abroad. 

  

	 	2.	Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through
the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States. 

  

	 	3.	The proposed exchange of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act. 


  
 D-2 








 You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to
produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 
  

									
		 		 		 	Very truly yours,
				
		 		 		 	[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
					
		 		 		 	By:	 	  

		 		 		 		 	Name:
		 		 		 		 	Title:
		 		 		 		 	Address:
					
	Date:	 	  
	 		 		 	


  
 D-3 








 EXHIBIT E 

[RULE 144A CERTIFICATE] 

            ,          

U.S. Bank National Association, as Trustee 
 Steven V. Vaccarello

 U.S. Bank Corporate Trust Services 
 100 Wall Street, 16th Floor 
 New York, NY 10005 

Phone: (212) 951-8542 
 steven.vaccarello@usbank.com 

 

	Re:	S&P Global Inc. 2.950% Senior Notes due 2027 (the “Notes”) issued under the Indenture, dated as of May 26, 2015, as supplemented by the Third Supplemental Indenture, dated as of September 22, 2016
(collectively, the “Indenture”), relating to the Notes 

 Ladies and Gentlemen: 

[TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED] 

This Certificate relates to: 

[CHECK A OR B AS APPLICABLE.] 
  

					
	 ̈	 	A.	 	Our proposed purchase of $         principal amount of Notes issued under the Indenture.
			
	 ̈	 	B.	 	Our proposed exchange of $         principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.

 We and, if applicable, each account for which we are acting in the aggregate owned and invested more than
$100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of             , 20    , which is a date on or since close of
our most recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the
“Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in
reliance upon the exemption from the provisions of Section 5 of the 

  
 F-1 








 
Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have
determined not to request such information. 
 You and the Company are entitled to rely upon this Certificate and are irrevocably authorized
to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 
  


									
		 		 		 	Very truly yours,
				
		 		 		 	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
					
		 		 		 	By:	 	  

		 		 		 		 	Name:
		 		 		 		 	Title:
		 		 		 		 	Address:
					
	Date:	 	  
	 		 		 	


  
 2