Merger and Tax Information

Merger FAQ

Why did S&P Global and Markit pursue this transaction?

S&P Global and Markit believe this combination creates a global information powerhouse with leading positions in energy, financial services and transportation, and which serves a world-leading customer base with the opportunity to deliver a broader set of next-generation solutions across industries.

When did this transaction close?

The transaction closed on July 12, 2016.

Who will be the executive leadership team of S&P Global?

The senior executive leadership team members of S&P Global is:

• Jerre Stead, Chairman of the Board of Directors and CEO of S&P Global
• Lance Uggla, President and member of the Board of Directors
• Daniel Yergin, Vice Chairman
• Todd Hyatt, Executive Vice President and Chief Financial Officer (CFO)
• Shane Akeroyd, Executive Vice President-Global Head of Account Management and Regional Head of Asia Pacific
• Jonathan Gear, Executive Vice President-Resources and Transportation
• Sari Granat, Executive Vice President and General Counsel
• Randy Harvey, Executive Vice President and Chief Technology Officer (CTO)
• Adam Kansler, Executive Vice President-Financial Markets
• Yaacov Mutnikas, Executive Vice President-Financial Market Technologies
• Jane Okun Bomba, Executive Vice President and Chief Administrative Officer
• Jeff Sisson, Executive Vice President and Chief of Staff
• Michele Trogni, Executive Vice President-Consolidated Markets and Solutions

How will the Board of Directors of S&P Global be structured?

The Board of Directors of S&P Global will initially consist of eleven members – six from S&P Global and five from Markit. Jerre Stead will serve as Chairman and CEO of S&P Global, until his retirement on December 31, 2017. At that time, the Board of Directors will consist of ten members and Lance Uggla will become Chairman and CEO of S&P Global.

What will S&P Global shareholders receive for their S&P Global common stock as a result of the transaction? What will MRKT shareholders receive?

S&P Global stockholders will be entitled to receive 3.5566 (which we refer to as the exchange ratio) Markit common shares for each share of S&P Global common stock they hold at the effective time, which we refer to as the merger consideration. S&P Global stockholders will not receive any fractional Markit common shares in the merger. Instead, S&P Global stockholders will receive cash in lieu of any fractional Markit common shares, that they would otherwise have been entitled to receive, based on then prevailing market prices.

Markit shareholders will continue to hold their Markit common shares and will not receive any consideration.

What equity stake will former MRKT shareholders and former S&P Global shareholders hold in S&P Global?

Under the merger agreement and pursuant to the exchange ratio, based on IHS’s and Markit’s respective fully diluted shares as of the signing date, it is expected that S&P Global stockholders and Markit shareholders will own approximately 57% and 43%, respectively, of the combined company common shares immediately following the effective time, excluding shares held by the Employee Benefit Trust.

Will this transaction be a taxable event for S&P Global shareholders?

In general, subject to the discussion relating to the potential application of Section 304 of the Code under “The Merger Agreement—Certain U.S. Federal Income Tax Consequences” beginning on page 103 of our F-4 filed with the SEC on June 6, 2016, a U.S. holder of S&P Global common stock will recognize gain or loss equal to the difference between (i) the fair market value of the S&P Global common shares received by such U.S. holder in the merger (including any cash received in lieu of fractional S&P Global common shares) and (ii) its aggregate tax basis in the S&P Global common stock surrendered in the merger.

Will this transaction be a taxable event for Markit shareholders?

There are no U.S. federal income tax consequences of the merger to U.S. holders of Markit common shares, unless they also hold S&P Global common stock.

What will happen to outstanding Markit and S&P Global equity awards in the merger?

All Markit equity awards will remain outstanding in accordance with the terms and conditions under the applicable plan and award agreement in effect immediately prior to the effective time, including amendments to such terms and conditions that have been adopted in connection with the merger.

The merger agreement generally provides for the conversion of S&P Global restricted stock unit awards, S&P Global deferred stock units and S&P Global performance-based vesting stock unit awards into corresponding awards for a number of S&P Global common shares, rounded up to the nearest whole share, determined by multiplying the number of shares of S&P Global common stock subject to each S&P Global award by the exchange ratio. For certain performance-based vesting stock unit awards, the number of units so converting will be based on the specified percentage applicable to the underlying award. The converted awards will be subject to the same terms and conditions as the original S&P Global awards, except that certain performance-based vesting stock unit awards will become time-based vesting awards that vest on the February 1 following the expiration of the applicable performance period.

What are the tax consequences of the merger to U.S. holders of S&P Global common stock?

In general, subject to the discussion below relating to the potential application of Section 304 of the U.S. Internal Revenue Code, a U.S. holder will recognize gain or loss equal to the difference between (i) the fair market value of the S&P Global common shares received by such U.S. holder in the merger (including cash in lieu of any fractional S&P Global common shares) and (ii) the aggregate tax basis in the S&P Global common stock surrendered in the merger.

Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder's holding period for the S&P Global common stock surrendered exceeds one year at the effective time of the merger.

I did not sell my S&P Global stock. Why is my broker reporting on a Form 1099 that my S&P Global stock was sold/disposed of in the merger?

For U.S. shareholders, the exchange of S&P Global stock for S&P Global common shares in the merger was a taxable transaction. The exchange was generally reported as a sale of S&P Global stock for proceeds in the form of S&P Global common shares with a value equal to the fair market value of S&P Global common shares as of the closing date of the merger.

Shareholders (other than those exempt from information reporting in the U.S.) should receive a Form 1099 from their bank or broker in February 2017 reporting the proceeds of the merger.

How were the proceeds on the Form 1099 determined?

The proceeds of the exchange of S&P Global stock for S&P Global common shares in the merger were determined by multiplying the number of S&P Global shares you held by $116.94. This value was determined by multiplying $32.88, the fair market value of one common share of Markit Ltd. as of the closing date of the merger, by the 3.5566 exchange ratio. The $32.88 fair market value of Markit Ltd. was determined by averaging the high and low trading prices of one Markit Ltd. common share on the NASDAQ on July 12, 2016.

How do I calculate my gain/loss?

If you were a U.S. shareholder of S&P Global stock at the time of the merger, you will generally recognize capital gain or loss in 2016 equal to the difference between the value of the S&P Global common shares you received (valued at $32.88 per S&P Global common share), including cash in lieu of any fractional S&P Global common shares) and the cost basis of your S&P Global stock. The cost basis of your S&P Global stock generally is the purchase price you paid for the stock plus the costs of the purchase such as commissions or transfer fees. U.S. employees who received Restricted Stock Units under the S&P Global Inc. Long Term Incentive Plan will have different rules and will include in the adjusted cost basis the fair market value of the shares on the vest date.

What is my basis in my new S&P Global (INFO) common shares?

A U.S. holder's aggregate tax basis in the S&P Global common shares received in exchange for S&P Global stock will generally be $32.88 per share, which is equal to the fair market value of S&P Global common shares as of the closing date of the merger.

Where can I find documentation of the share values described in the question above to give to my tax preparer?

S&P Global has posted an Internal Revenue Service Form 8937 on our investor relations webpage that provides:

• The fair market value of one S&P Global Ltd. common share at the time of the merger: $32.88
• The fair market value of 3.5566 S&P Global Ltd. common shares at the time of merger: $116.94
• A description of the tax consequences of the exchange of S&P Global stock for S&P Global common shares in the merger

Go to S&P Global website. Click on the Investor Relations link, then click on Financial Information, and finally click on IRS Form 8937.

Is the gain/loss long-term or short-term?

Your gain or loss will be long-term capital gain or loss if you held your S&P Global shares for more than a year prior to the closing date. Gain or loss must be calculated separately for each block of S&P Global stock if blocks of S&P Global stock were acquired at different times or for different prices.

When did my holding period in my new S&P Global common shares begin?

The holding period for the S&P Global common shares received in exchange for S&P Global stock began on July 13, 2016, the day after the closing date.

What is Section 304 of the U.S. Internal Revenue Code and how might it be applicable to me?

If you were holding shares of both Markit and S&P Global at the time of the merger, the entire value of the S&P Global common shares you received in exchange for your S&P Global stock in the merger could be treated as a dividend rather than a sale or exchange, under Section 304 of the U.S. Internal Revenue Code. This is described more fully in Amendment No. 1 to the Form F-4 Registration Statement filed by Markit Ltd. with the Securities and Exchange Commission on June 6, 2016. Consult your professional tax advisor for guidance.

Am I subject to the Net Investment Income Tax?

Individuals receiving net investment income, which includes dividends and capital gains, among other items, are subject to a 3.8% Net Investment Income Tax on all or a portion of those income items if their modified adjusted gross income for a calendar year (including the net investment income items) exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. For information about the Net Investment Income Tax, please visit this website.

Are the capital gains and losses subject to state tax?

Generally yes, unless state tax law specifically exempts or excludes such gains and losses. Please contact your tax advisor about the application of these rules to you.

Am I subject to U.S. backup withholding tax?

Under certain U.S. federal income tax rules, information reporting requirements may apply, including providing your bank or broker with a Social Security number, and an IRS Form W-9 or W-8BEN, as applicable, to establish that you are not subject to backup withholding. Contact your bank or broker for more information.

Why is the merger a taxable transaction for U.S. holders of S&P Global stock?

In this transaction, S&P Global stock was exchanged for S&P Global Ltd. common shares in a transaction which did not qualify as a tax-free "reorganization" under the U.S. Internal Revenue Code. Even if the transaction had qualified as a tax-free "reorganization," U.S. holders of S&P Global stock still would have been required to recognize taxable gain on the exchange, because business combinations where the stock in a U.S. company is exchanged for stock in a foreign company generally results in the recognition of taxable gain for U.S. shareholders of the U.S. company under U.S. tax rules, if those shareholders collectively receive more than 50 percent of the stock of the foreign company in the transaction.

Are non-U.S. holders of S&P Global stock liable for U.S. federal income tax on the merger?

In general, a non-U.S. holder of S&P Global common shares will not be subject to U.S. federal income tax or U.S. federal withholding tax on any gain recognized on the exchange of S&P Global stock for S&P Global common shares in the merger, unless:

• The gain is effectively connected with the non-U.S. holder's conduct of a trade or business in the U.S., and if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the U.S.; or
• The non-U.S. holder is a nonresident alien individual present in the U.S. for 183 days or more during the taxable year of the sale or disposition, and certain other requirements are met

Non-U.S. holders of S&P Global stock should consult with their tax advisor for more information.

I am a non-U.S. taxpayer. Why did my bank/broker withhold U.S. income tax on my S&P Global stock?

If you were holding shares of both Markit and S&P Global at the time of the merger, the entire value of the S&P Global common shares you received in exchange for your S&P Global stock in the merger could be treated as a dividend rather than a sale or exchange, under Section 304 of the U.S. Internal Revenue Code. Any amount treated as a dividend could be subject to U.S. withholding tax if you are a non-U.S. taxpayer. This is described more fully in Amendment No. 1 to the Form F-4 Registration Statement filed by Markit Ltd. with the Securities and Exchange Commission on June 6, 2016. Consult your professional tax advisor for guidance.

In addition, under certain U.S. tax reporting rules, you may be subject to U.S. backup withholding if you fail to provide complete and accurate required information to your bank or broker, which may include an IRS Form W-9 or Form W-8BEN, as applicable. Contact your bank or broker for more information.

As a non-U.S. holder of S&P Global stock, can I receive a refund of U.S. backup withholding tax?

Please contact your tax advisor to determine if a refund is available to you. More information is also available from the IRS website.

I was a non-U.S. shareholder of S&P Global stock. Is this transaction taxable in my tax jurisdiction?

Different tax jurisdictions may have different tax treatments. Contact your tax advisor about your specific tax obligations.