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What changed in S&P Global's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of S&P Global's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+501 added−459 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-11)

Top changes in S&P Global's 2025 10-K

501 paragraphs added · 459 removed · 378 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeSpecifically, Indices generates revenue from the following sources: • Investment vehicles — asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices’ benchmarks that generate revenue through fees based on assets and underlying funds; • Exchange traded derivatives — generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges; • Index-related licensing fees — fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and • Data and customized index subscription fees — fees from supporting index fund management, portfolio analytics and research. 8 Table of Contents Engineering Solutions As of May 2, 2023, we completed the sale of Engineering Solutions, a provider of engineering standards and related technical knowledge, and the results are included through that date.
Biggest changeSpecifically, Indices generates revenue from the following sources: • Investment vehicles — asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices’ benchmarks that generate revenue through fees based on assets and underlying funds; • Exchange traded derivatives — generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges; • Index-related licensing fees — fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and • Data and customized index subscription fees — fees from supporting index fund management, portfolio analytics and research. 9 Table of Contents Segment and Geographic Data The relative contribution of our reportable segments to operating revenue, expenses, operating profit, long-lived assets and geographic area for the three years ended December 31, 2025 are included in Note 12 – Segment and Geographic Information to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data , in this Annual Report on Form 10-K.
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers.
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the energy and commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers.
Commodity Insights provides essential price data, analytics, industry insights and software & services, enabling the commodity and energy markets to perform with greater transparency and efficiency. The commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture.
Energy provides essential price data, analytics, industry insights and software & services, enabling the energy and commodity markets to perform with greater transparency and efficiency. The energy and commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture.
Commodity Insights includes the following business lines: • Energy & Resources Data & Insights — includes data, news, insights, and analytics for petroleum, gas, power & renewables, petrochemicals, metals & steel, agriculture, and other commodities; • Price Assessments — includes price assessments and benchmarks, and forward curves; • Upstream Data & Insights — includes exploration & production data and insights, software and analytics; and • Advisory & Transactional Services — includes consulting services, conferences, events and global trading services.
Energy includes the following business lines: • Energy & Resources Data & Insights — includes data, news, insights, and analytics for petroleum, gas, power & renewables, petrochemicals, metals & steel, agriculture, and other commodities; • Price Assessments — includes price assessments and benchmarks, and forward curves; • Upstream Data & Insights — includes exploration & production data and insights, software and analytics; and • Advisory & Transactional Services — includes consulting services, conferences, events and global trading services.
Mobility’s revenue is generated primarily through the following sources: • Subscription revenue — Mobility’s core information products provide critical information and insights to all global OEMs, most of the world’s leading suppliers, and the majority of North American dealerships. Mobility operates across both the new and used car markets.
Mobility’s revenue is generated primarily through the following sources: • Subscription revenue — Mobility’s core information products provide critical information and insights to all global OEMs, most of the world’s leading suppliers, and the majority of the top North American dealerships. Mobility operates across both the new and used car markets.
Non-transaction revenue primarily includes fees for surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics at Crisil. Commodity Insights Commodity Insights is a leading independent provider of information and benchmark prices for the commodity and energy markets.
Non-transaction revenue primarily includes fees for surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics at Crisil. Energy Energy is a leading independent provider of information and benchmark prices for the energy and commodity markets.
Mobility also sells a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities; and • Non-subscription revenue — One-time transactional sales of data that are non-cyclical in nature – and that are usually tied to underlying business metrics such as OEM marketing spend or safety recall activity – as well as consulting and advisory services.
Mobility also sells a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities; and • Non-subscription revenue — Transactional sales of data that are non-cyclical in nature – and that are usually tied to underlying business metrics such as OEM marketing spend or safety recall activity – as well as consulting and advisory services.
Market Intelligence includes the following business lines: • Desktop — a product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products); • Data & Advisory Solutions — a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms.
Market Intelligence includes the following business lines: • Data, Analytics & Insights — a desktop product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products) and a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms.
Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components; supplies car makers and dealers with market reporting products, predictive analytics and marketing automation software; and supports dealers with vehicle history reports, used car listings and service retention solutions.
Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components; supplies car makers and dealers with market reporting products, predictive analytics and marketing automation software; and supports dealers with vehicle history reports, used car listings and service retention services.
They are opinions about credit risk and our ratings express our opinion about the ability and willingness of an issuer, such as a corporation or state or city government, to meet its financial obligations in full and on time.
Our ratings express our opinion about the ability and willingness of an issuer, such as a corporation or state or city government, to meet its financial obligations in full and on time.
Item 1. Business Overview S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” the “Registrant,” “we,” “us” or “our”) is a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets.
Item 1. Business Overview S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” the “Registrant,” “we,” “us” or “our”) is a global, diversified, and highly differentiated provider of benchmarks, data, analytics and workflow solutions in the global capital, energy and commodity, and automotive markets.
Our Businesses Our operations consist of five businesses: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Commodity Insights (“Commodity Insights”), S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”).
Our Businesses Our operations consist of five businesses: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Energy (“Energy”), S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”).
For a discussion on the competitive conditions and regulatory environment associated with our businesses, see “MD&A – Segment Review” contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in this Annual Report on Form 10-K. Market Intelligence Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions.
For a discussion on the competitive conditions and regulatory environment associated with our businesses, see “MD&A – Segment Review” contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in this Annual Report on Form 10-K.
Human Capital As of December 31, 2024, we had approximately 42,350 permanent employees located worldwide, including around 24,450 in Asia, 11,200 in the U.S. and Canada, 5,700 in Europe, Middle East, and Africa, and 1,000 in Latin America.
Human Capital As of December 31, 2025, we had approximately 44,500 permanent employees located worldwide, including around 26,200 in Asia, 11,050 in the U.S. and Canada, 6,200 in Europe, Middle East, and Africa, and 1,050 in Latin America.
Market Intelligence’s portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.
Market Intelligence Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions. Market Intelligence’s portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.
We also focus on the well-being of our people by offering competitive health and retirement benefits globally, as well as a variety of well-being programs. Retention and Engagement In order to attract and retain the high-quality talent needed to execute our long-term strategy, we foster a performance-driven workplace culture that promotes employee engagement, satisfaction and professional development.
Retention and Engagement In order to attract and retain the high-quality talent needed to execute our long-term strategy, we foster a performance-driven workplace culture that promotes employee engagement, satisfaction and professional development.
Our Global Markets Group offering delivers bookbuilding platforms across multiple assets including municipal bonds, equities and fixed income; and • Credit & Risk Solutions — commercial arm that sells Ratings’ credit ratings and related data and research, advanced analytics, and financial risk solutions which includes subscription-based offerings, RatingsXpress®, RatingsDirect® and Credit Analytics.
Our Global Markets Group offering delivers bookbuilding platforms across multiple assets including municipal bonds, equities and fixed income; and • Credit & Risk Solutions — commercial arm that sells Ratings’ credit ratings and related data and research, advanced analytics, and financial risk solutions which includes subscription-based offerings, RatingsXpress®, RatingsDirect® and Credit Analytics. 7 Table of Contents Subscription revenue at Market Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information through both feed and web-based channels.
Commodity Insights’ revenue is generated primarily through the following sources: • Subscription revenue — primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products and software term licenses; • Sales usage-based royalties — primarily from licensing our proprietary market price data and price assessments to commodity exchanges; and • Non-subscription revenue — conference sponsorship, consulting engagements, events, and perpetual software licenses. 7 Table of Contents Mobility Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
Energy’s revenue is generated primarily through the following sources: • Subscription revenue — primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products and software term licenses; 8 Table of Contents • Sales usage-based royalties — primarily from licensing our proprietary market price data and price assessments to commodity exchanges; and • Non-subscription revenue — conference sponsorship, consulting engagements, events, and perpetual software licenses.
Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a 6 Table of Contents fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued. Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing conferences and events, and analytical services.
Subscription revenue also includes software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term. Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued.
Recognizes level of proficiency and skill exhibited as compared to role requirements. • Annual bonus as a cash reward acting as our main pay-for-performance vehicle through annual programs.
Recognizes level of proficiency and skill exhibited as compared to role requirements. • Annual bonus structured as a cash reward, which serves as our main pay-for-performance vehicle through annual programs. Recognizes achievement against individual, team, and group performance. • Equity awards for our strategic leaders, granted to retain key talent and incentivize individual achievements and broader organizational goals.
Ratings Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks. Credit ratings are one of several tools investors can use when making decisions about purchasing bonds and other fixed income investments.
Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing conferences and events, and analytical services. Ratings Ratings is an independent provider of credit ratings, research, and analytics. Credit ratings are forward-looking opinions about an issuer’s relative creditworthiness. They are one of several tools investors can use when making decisions about purchasing bonds and other fixed income investments.
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Subscription revenue at Market Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information through both feed and web-based channels. Subscription revenue also includes software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term.
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On April 29, 2025, we announced that our Board of Directors decided to pursue a full separation of our Mobility segment, creating a new publicly traded company.
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Segment and Geographic Data The relative contribution of our reportable segments to operating revenue, expenses, operating profit, long-lived assets and geographic area for the three years ended December 31, 2024 are included in Note 12 – Segment and Geographic Information to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data , in this Annual Report on Form 10-K.
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The transaction, which would be implemented through the spin-off of shares of the new company to S&P Global shareholders, is expected to be tax-free for U.S. federal income tax purposes for S&P Global shareholders and is expected to be completed mid-2026, subject to the satisfaction of customary legal and regulatory requirements and approvals.
Removed
Recognizes achievement against individual, team, and group performance. 9 Table of Contents • Equity awards for our strategic leaders acknowledging achievements of individual and organizational goals typically in recognition of contributions that positively influence strategic growth, operational alignment, and product innovation.
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Mobility Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
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Recognizes contributions that positively influence strategic growth, operational alignment, and product innovation. 10 Table of Contents We also focus on the well-being of our people by offering competitive health and retirement benefits globally, as well as a variety of well-being programs.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeHowever, the AI landscape is complex and rapidly evolving, and new and enhanced laws and regulations (or inadequate laws or regulations), governmental or regulatory scrutiny, competition from established or emerging companies, litigation, ethical concerns, cybersecurity concerns, intellectual property concerns, or other complications could materially and adversely impact our ability to protect our data and intellectual property, to develop and offer products and services that effectively use AI, to compete with other AI products or services, to improve efficiency of existing products or services through the effective use of AI to remain competitive, or to incorporate AI in our internal operations, or could materially increase our burden and cost of research, development and regulatory compliance.
Biggest changeWhile we believe we have appropriate policies, processes and internal controls to ensure the stability of our information technology, provide security from unauthorized access to our systems and maintain business continuity, our business could be subject to significant disruption and our business, financial condition or results of operations could be materially and adversely affected by unanticipated system failures, data corruption or unauthorized access to our systems. • The AI landscape is complex and rapidly evolving, and new and enhanced laws and regulations (or inadequate laws or regulations), novel application of existing laws to AI technology, governmental or regulatory scrutiny, litigation and ethical concerns could materially and adversely impact our ability to protect our data and intellectual property, to develop and offer products and services that effectively use AI, to compete with other AI products or services, to improve efficiency of existing products or services through the effective use of AI to remain competitive, or to incorporate AI in our internal operations, or could materially increase our burden and cost of research, development and regulatory compliance. • We do not yet know whether intellectual property laws and regulations in the jurisdictions in which we operate will enable us to effectively protect our intellectual property rights from unintended use by AI.
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms, and issuers; the commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers.
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the energy and commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers.
Although we believe our products are enhanced by our analysis, tools, delivery mechanisms and applications, if a large number of smaller customers or a critical number of larger customers choose to use public sources of free or relatively inexpensive information as a substitute for our products or services, it could have a material adverse effect on our business, financial condition or results of operations.
Although we believe our products and services are enhanced by our analysis, tools, delivery mechanisms and applications, if a large number of smaller customers or a critical number of larger customers choose to use public sources of free or relatively inexpensive information as a substitute for our products or services, it could have a material adverse effect on our business, financial condition or results of operations.
Our operations and infrastructure may malfunction or fail, which could have a material adverse effect on our business, financial condition or results of operations. • Our ability to conduct business may be materially and adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which we are located, including New York City, the location of our headquarters, and major cities worldwide in which we have offices. • This may include a disruption involving physical or technological infrastructure used by us or third parties with or through whom we conduct business, whether due to human error, natural disasters, power loss, telecommunication failures, cyber attacks, data breaches, break-ins, sabotage, intentional acts of vandalism, acts of terrorism, political unrest, war or otherwise.
Our operations and infrastructure may malfunction or fail, which could have a material adverse effect on our business, financial condition or results of operations. • Our ability to conduct business may be materially and adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which we are located, including New York City, the location of our headquarters, and major cities worldwide in which we have offices and operations. • This may include a disruption involving physical or technological infrastructure used by us or third parties with or through whom we conduct business, whether due to human error, natural disasters, power loss, telecommunication failures, cyber attacks, data breaches, break-ins, sabotage, intentional acts of vandalism, acts of terrorism, political unrest, war or otherwise.
Outsourcing certain aspects of our business could result in material financial loss, increased costs, regulatory actions and penalties, reputational harm, unauthorized access to our systems, system or network disruption and improper disclosure of confidential information. • We have outsourced certain functions to third-party service providers to leverage leading specialized capabilities and achieve cost efficiencies, and such functions may be further outsourced.
Outsourcing certain aspects of our business could result in material financial loss, increased costs, regulatory actions and penalties, reputational harm, unauthorized access to our systems, system or network disruption, or improper disclosure of confidential information. • We have outsourced certain functions to third-party service providers to leverage leading specialized capabilities and achieve cost efficiencies, and such functions may be further outsourced.
Our businesses compete domestically and internationally on the basis of a number of factors, including the quality of their offerings, client service, reputation, price, geographic scope, range of products and technological innovation. • While our businesses face competition from traditional content and analytics providers (including exchanges), we also face competition from non-traditional providers, many of whom are our clients, such as asset managers, investment banks, private equity and technology-led companies that are adding content and analytics capabilities to their core businesses. • The competitive landscape also experiences consolidation in the form of mergers and acquisitions, joint ventures or strategic partnerships, which results in competitors that are better capitalized or that are able to gain a competitive advantage through synergies. • In addition, in some of the countries in which our businesses operate, governments have, and may in the future, provide financial or other support to locally-based competitors (particularly credit rating agencies) and have, and may from time to time in the future, establish official credit rating agencies, credit ratings criteria, benchmarks or benchmark providers, or procedures for evaluating local issuers. • Changes in the markets in which we compete from time to time drive us to lower the fees we charge for our products and services in order to remain competitive.
Our businesses compete domestically and internationally on the basis of a number of factors, including the quality of their offerings, client service, reputation, price, geographic scope, range of products and technological innovation. • While our businesses face competition from traditional content and analytics providers (including exchanges), we also face competition from non-traditional providers, many of whom are our clients, such as asset managers, investment banks, private equity and technology-led companies that are adding content and analytics capabilities to their core businesses. • The competitive landscape also experiences consolidation in the form of mergers and acquisitions, joint ventures or strategic partnerships, which results in competitors that are better capitalized or that are able to gain a competitive advantage through synergies. • In some of the countries in which our businesses operate, governments have, and may in the future, provide financial or other support to locally-based competitors (particularly credit rating agencies) and have, and may from time to time in the future, establish official credit rating agencies, credit ratings criteria, benchmarks or benchmark providers, or procedures for evaluating local issuers. • Changes in the markets in which we compete from time to time drive us to lower the fees we charge for our products and services in order to remain competitive.
Our acquisitions, divestitures and other strategic transactions face difficulties, including, but not limited to, the following: ◦ the process of integration being more expensive or requiring more resources than anticipated; ◦ an acquisition changing the composition of our markets and product mix, and difficulty gaining the skills necessary for such markets or products; ◦ delays or difficulties consolidating corporate and administrative infrastructures and eliminating duplicative operations, including issues in integrating financial reporting, information technology infrastructure, data and content management systems and product platforms, communications and other systems; ◦ delays or difficulties harmonizing corporate cultures, operating practices, management philosophies, employee development and compensation programs, internal controls, compliance programs and other policies, procedures and processes; ◦ assuming unintended liabilities; ◦ unexpected regulatory and operating difficulties and expenditures, including regulatory challenges that impact our ability to conduct due diligence; ◦ failure to maintain employee morale or retain key personnel of the current or acquired business; ◦ failure to retain existing business and operational relationships; ◦ continuing operational or financial obligations that arise under transition services agreements requiring significant management and operational resources that limit our ability to fully implement cost reduction and efficiency initiatives or other aspects of our transition plans, or divert the management’s focus from other business operations; 19 Table of Contents ◦ difficulty coordinating geographically separate organizations, including consolidating offices; ◦ the impact of divestitures on our revenue growth being larger than projected due to greater dis-synergies or adverse effects on our overall product offerings than expected; ◦ divestitures requiring continued financial involvement in the divested business through continuing equity ownership, guarantees, indemnities, other financial or operational obligations, or transition services obligations; ◦ incurring impairment charges or other losses related to divestitures; and ◦ diversion of management’s focus from other business operations. • The failure of acquisitions, divestitures and other strategic transactions to perform as expected could have a material adverse effect on our business, financial condition or results of operations.
Our acquisitions, divestitures and other strategic transactions face difficulties, including, but not limited to, the following: ◦ the process of integration being more expensive or requiring more resources than anticipated; ◦ an acquisition changing the composition of our markets and product mix, and difficulty gaining the skills necessary for such markets or products; ◦ delays or difficulties consolidating corporate and administrative infrastructures and eliminating duplicative operations, including issues in integrating financial reporting, information technology infrastructure, data and content management systems and product platforms, communications and other systems; 22 Table of Contents ◦ delays or difficulties harmonizing corporate cultures, operating practices, management philosophies, employee development and compensation programs, internal controls, compliance programs and other policies, procedures and processes; ◦ assuming unintended liabilities; ◦ unexpected regulatory and operating difficulties and expenditures, including regulatory challenges that impact our ability to conduct due diligence; ◦ failure to maintain employee morale or retain key personnel of the current or acquired business; ◦ failure to retain existing business and operational relationships; ◦ continuing operational or financial obligations that arise under transition services agreements requiring significant management and operational resources that limit our ability to fully implement cost reduction and efficiency initiatives or other aspects of our transition plans, or divert the management’s focus from other business operations; ◦ difficulty coordinating geographically separate organizations, including consolidating offices; ◦ the impact of divestitures on our revenue growth being larger than projected due to greater dis-synergies or adverse effects on our overall product offerings than expected; ◦ divestitures requiring continued financial involvement in the divested business through continuing equity ownership, guarantees, indemnities, other financial or operational obligations, or transition services obligations; ◦ incurring impairment charges or other losses related to divestitures; and ◦ diversion of management’s focus from other business operations. • The failure of acquisitions, divestitures and other strategic transactions to perform as expected could have a material adverse effect on our business, financial condition or results of operations.
Compensation costs are influenced by general economic factors, including but not limited to changes in the cost of health insurance, post-retirement benefits, inflation, trends specific to the skill sets required for our workforce, and the amount of competition for qualified employees within our markets. • We make significant investments in information technology data centers and other technology initiatives and such investments may not result in increased revenues. • We rely on data provided by third-party data suppliers for a variety of our products and we rely significantly on AWS to provide, develop and maintain our cloud infrastructure.
Compensation and benefits costs are influenced by general economic factors, including but not limited to changes in the cost of health insurance, retirement benefits, inflation, trends specific to the skill sets required for our workforce, and the amount of competition for qualified employees within our markets. • We make significant investments in information technology data centers and other technology initiatives and such investments may not result in increased revenues. • We rely on data provided by third-party data suppliers for a variety of our products and we rely significantly on AWS to provide, develop and maintain our cloud infrastructure.
If a disruption occurs in one of our locations or systems and our personnel in those locations or those who rely on such systems are unable to utilize other systems or communicate with or travel to other locations, such persons’ ability to service and interact with our clients and customers may suffer. • We cannot predict with certainty all of the adverse effects that could result from our failure, or the failure of a third party, to efficiently address and resolve these delays and interruptions.
If a disruption occurs in one of our locations or systems and our personnel in those locations or those who rely on such systems are unable to utilize other systems or communicate with or travel to other locations, such persons’ ability to service and interact with our customers may suffer. • We cannot predict with certainty all of the adverse effects that could result from our failure, or the failure of a third party, to efficiently address and resolve these delays and interruptions.
If a large number of smaller customers or a critical number of larger customers reduce their spending with us, our business, financial condition or results of operations could be materially and adversely affected. • Alternatively, customers may use other strategies to reduce their overall spending on financial, commodity market and automotive products and services by consolidating their spending with fewer vendors, including by selecting other vendors with lower-cost offerings, or by self-sourcing their need for financial, commodity market and automotive products and services.
If a large number of smaller customers or a critical number of larger customers reduce their spending with us, our business, financial condition or results of operations could be materially and adversely affected. • Alternatively, customers may use other strategies to reduce their overall spending on financial, energy and commodity market and automotive products and services by consolidating their spending with fewer vendors, including by selecting other vendors with lower-cost offerings, or by self-sourcing their need for financial, energy and commodity market and automotive products and services.
In the event of any such disaster or other business continuity problem, we could experience operational challenges with regard to particular areas of our operations, such as key executive officers or personnel, or we could be exposed to the operational challenges of our third-party service providers, over which we have no control, which could have a material adverse effect on our business. • The steps governments take to prevent or contain a disaster or other business continuity problem (such as travel restrictions, shelter in place orders, business shutdowns, or quarantines) may negatively impact our operations, or the operations of our third-party service providers or clients, or may limit our ability to interact with clients and effectively maintain and grow our operations, including through securing new subscriptions and renewals. • The negative impact of a disaster or other business continuity problem on our clients could result in our products and services facing pricing pressure or delayed renewals, and challenges to new sales, which would in turn reduce revenue, ultimately impacting our results of operations. • We regularly assess and take steps to improve our existing business continuity plans and key management succession.
In the event of any such disaster or other business continuity problem, we could experience operational challenges with regard to particular areas of our operations, such as key executive officers or personnel, or we could be exposed to the operational challenges of our third-party service providers, over which we have no control, which could have a material adverse effect on our business, financial condition or results of operations. • The steps governments take to prevent or contain a disaster or other business continuity problem (such as travel restrictions, shelter in place orders, business shutdowns, or quarantines) may negatively impact our operations, or the operations of our third-party service providers or clients, or may limit our ability to interact with clients and effectively maintain and grow our operations, including through securing new subscriptions and renewals. • The negative impact of a disaster or other business continuity problem on our clients could result in our products and services facing pricing pressure or delayed renewals, and challenges to new sales, which would in turn reduce revenue, ultimately impacting our results of operations. • We regularly assess and take steps to improve our existing business continuity plans and key management succession.
If a significant portion of our customer base elects to consolidate their spending on financial, commodity market and automotive products and services with other vendors and not us or self-source their product and service needs, or if we lose a large portion of our business to lower priced competitors, our business, financial condition or results of operations could be materially and adversely affected.
If a significant portion of our customer base elects to consolidate their spending on financial, energy and commodity market and automotive products and services with other vendors and not us or self-source their product and service needs, or if we lose a large portion of our business to lower priced competitors, our business, financial condition or results of operations could be materially and adversely affected.
Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, anti-money laundering laws, and other financial crimes laws. Our internal controls, policies and procedures and employee training and compliance programs related to these topics are not always effective in preventing employees, contractors or agents from violating or circumventing such internal policies and violating applicable laws and regulations.
Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, anti-money laundering laws, and other financial crimes laws. Our internal controls, policies and procedures and employee training and compliance programs related to these topics are not always effective in preventing employees, contractors or agents from violating or circumventing such internal policies and violating applicable laws and regulations.
Our utilization of cloud services is critical to developing and providing products and services to our customers, scaling our business for future growth, accurately maintaining data and otherwise operating our business; any such implementation involves risks inherent in the conversion to a new system, including loss of information and potential disruption to our normal operations.
Our utilization of cloud services is critical to developing and providing products and services to our customers, scaling our business for future growth, maintaining data and otherwise operating our business; any such implementation involves risks inherent in the conversion to a new system, including loss of information and potential disruption to our normal operations.
Although we have not experienced a cyber attack or data breach that has had a material adverse effect on us, we may experience such an event in the future. • In the ordinary course of business, we are exposed to vulnerabilities in widely deployed third-party software.
Although we have not experienced a cyber attack or data breach that has had a material adverse effect on us to date, we may experience such an event in the future. • In the ordinary course of business, we are exposed to vulnerabilities in widely deployed third-party software.
Consolidation of customers, reduced staffing levels of customers or reduced spending by customers could have a material adverse effect on our business, financial condition or results of operations. • Our businesses have a customer base which is largely comprised of members from the corporate, financial services, commodities and automotive industries.
Consolidation of customers, reduced staffing levels of customers or reduced spending by customers could have a material adverse effect on our business, financial condition or results of operations. • Our businesses have a customer base which is largely comprised of members from the corporate, financial services, energy and commodities, and automotive industries.
Our indebtedness, or a downgrade to our credit ratings, could adversely affect our business, financial condition, and results of operations. • We may incur substantial additional indebtedness (including secured indebtedness) for many reasons, including to fund acquisitions, which could have significant consequences on our future operations, including: making it more difficult for us to satisfy our indebtedness obligations and our other ongoing business obligations, which may result in defaults; events of default if we fail to comply with the financial and other covenants contained in the agreements governing our debt instruments, which could result in all of our debt becoming immediately due and payable or require us to negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses; limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industries in which we operate, and the overall economy; placing us at a competitive disadvantage compared to any of our competitors that have less debt or are less leveraged; and increasing our vulnerability to the impact of adverse economic and industry conditions. • Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future.
Our indebtedness, or a downgrade to our credit ratings, could adversely affect our business, financial condition, and results of operations. • We may incur substantial additional indebtedness (including secured indebtedness) for many reasons, including to fund acquisitions, which could have significant consequences on our future operations, including: making it more 27 Table of Contents difficult for us to satisfy our indebtedness obligations and our other ongoing business obligations, which may result in defaults; events of default if we fail to comply with the financial and other covenants contained in the agreements governing our debt instruments, which could result in all of our debt becoming immediately due and payable or require us to negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses; limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industries in which we operate, and the overall economy; placing us at a competitive disadvantage compared to any of our competitors that have less debt or are less leveraged; and increasing our vulnerability to the impact of adverse economic and industry conditions. • Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future.
Increased availability of free or relatively inexpensive information sources may materially reduce demand for our products and could have a material adverse effect on our business, financial condition or results of operations.
Increased availability of free or relatively inexpensive information sources may materially reduce demand for our products and services and could have a material adverse effect on our business, financial condition or results of operations.
Any of these proceedings, investigations or inquiries (including market studies) impose additional expenses on the Company, require the attention of senior management, and could ultimately result in adverse judgments, damages, fines, penalties, activity restrictions, reduced demand for our products and services, or negative impacts on our cash flows, which could have a material adverse effect on our business, financial condition or results of operations. • In view of the uncertainty inherent in litigation, government and regulatory enforcement matters, and changing political sentiments, we cannot predict the eventual outcome of the matters we are currently facing or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments or impact of activity restrictions may be.
Any of these proceedings, investigations or inquiries impose additional expenses on the Company, require the attention of senior management, and could ultimately result in adverse judgments, damages, fines, penalties, activity restrictions, reduced demand for our products and services, or negative impacts on our cash flows, which could have a material adverse effect on our business, financial condition or results of operations. • In view of the uncertainty inherent in litigation, government and regulatory enforcement matters, and changing political sentiments, we cannot predict the eventual outcome of the matters we are currently facing or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments or impact of activity restrictions may be.
Business and Operational Risks Changes in the volume of securities issued and traded in domestic and/or global capital markets, asset levels and flows into investment products, high interest rates, changes in interest rates and volatility in the financial markets, and volatility in the commodities markets impact our business, financial condition or results of operations. • Our business is impacted by general economic conditions and volatility in the U.S. and world commodity and financial markets. • Economic conditions and volatility across the globe are generally affected by negative or uncertain economic and political conditions.
Business and Operational Risks Changes in the volume of securities issued and traded in domestic and/or global capital markets, asset levels and flows into investment products, high interest rates, changes in interest rates and volatility in the financial markets, and volatility in the energy and commodity markets impact our business, financial condition or results of operations. • Our business is impacted by general economic conditions and volatility in the U.S. and world energy and commodity markets and financial markets. • Economic conditions and volatility across the globe are generally affected by negative or uncertain economic and political conditions.
Such scrutiny has in the past and may in the future impact our reputation, brand and credibility and result in government and regulatory proceedings, investigations, inquiries and litigation. • Given our businesses are often privy to material non-public information concerning our customers, our data could be improperly used, including for insider trading by our employees and third-party vendors with access to key systems.
Such scrutiny has in the past and may in the future impact our reputation, brand and credibility and result in private litigation or government and regulatory proceedings, investigations, inquiries and litigation. • Given our businesses are often privy to material non-public information concerning our customers, our data could be improperly used, including for insider trading by our employees and third-party vendors with access to key systems.
While such vulnerabilities have not resulted in a material adverse effect on the Company, they require us to devote time and resources to remediation on a regular basis.
While such vulnerabilities have not resulted in a material adverse effect on the Company to date, they require us to devote time and resources to remediation on a regular basis.
Our customers also depend on the continued capacity, reliability and security of our electronic delivery systems, our websites and the Internet. • Our ability to deliver our products and services electronically may be impaired due to infrastructure or network failures, malicious or defective software, human error, natural disasters, service outages at third-party Internet providers or increased government regulation.
Our customers also depend on the continued capacity, reliability, resiliency, and security of our electronic delivery systems, our websites and the Internet. • Our ability to deliver our products and services electronically may be impaired due to infrastructure or network failures, malicious or defective software, human error, natural disasters, service outages at cloud or third-party Internet providers or increased government regulation.
If we are less successful in our recruiting efforts, or if we are unable to attract, retain or train key qualified personnel or to navigate key management transitions, our ability to develop and deliver successful products and services or achieve strategic goals may be adversely affected, which could have a material adverse effect on our business and results of operations.
If we are less successful in our recruiting efforts, or if we are unable to attract, retain or train key qualified personnel or to navigate key management transitions, our ability to develop and deliver successful products and services or achieve strategic goals may be adversely affected, which could have a material adverse effect on our business, financial condition or results of operations.
The markets in which we operate are intensely competitive, and our inability to successfully compete could materially adversely affect our business, financial condition and results of operations. • The markets for credit ratings, financial research, market data and solutions, index-based products, automotive data, commodities analytics and price assessments, and related news and information about these markets are intensely competitive.
The markets in which we operate are intensely competitive, and our inability to successfully compete could materially adversely affect our business, financial condition or results of operations. • The markets for credit ratings, financial research, market data and solutions, index-based products, automotive data, energy and commodities analytics and price assessments, and related news and information about these markets are intensely competitive.
While such issues have not materially adversely affected us to date, the future occurrence of any such issue could have a material adverse effect on our business, financial condition or results of operations. • The consolidation of our suppliers has reduced the number of firms we partner with, which has impacted the size of our supplier base for certain products and services and resulted in an increase in fees charged by certain of our supplier partners. • Some of our agreements with data suppliers allow them to cancel on short notice.
While such issues have not materially adversely affected us to date, the future occurrence of any such issue could have a material adverse effect on our business, financial condition or results of operations. 24 Table of Contents • The consolidation of our suppliers has reduced the number of firms we partner with, which has impacted the size of our supplier base for certain products and services and resulted in an increase in fees charged by certain of our supplier partners. • Some of our agreements with data suppliers allow them to cancel on short notice.
Inability to attract, retain or train key qualified personnel or to navigate key management transitions could have a material adverse effect on our business and results of operations. The development, maintenance, sale and support of our products and services are dependent upon the knowledge, experience and ability of our highly skilled, educated and trained key personnel.
Inability to attract, retain or train key qualified personnel or to navigate key management transitions could have a material adverse effect on our business, financial condition or results of operations. The development, maintenance, sale and support of our products and services are dependent upon the knowledge, experience and ability of our highly skilled, educated and trained key personnel.
We cannot be certain that our business will generate cash flow from operations, or that future borrowings will be available to us under our existing or any future credit facilities or otherwise, in an amount sufficient to enable us to meet our indebtedness obligations and to fund other liquidity needs. 24 Table of Contents
We cannot be certain that our business will generate cash flow from operations, or that future borrowings will be available to us under our existing or any future credit facilities or otherwise, in an amount sufficient to enable us to meet our indebtedness obligations and to fund other liquidity needs. 28 Table of Contents
We are facing increasing costs from our third-party service providers due to a number of reasons, including inflationary pressures and costs associated with the increasing complexity of the data we require. • Although we believe we are prudent in our investment strategies and execution of our implementation plans, the ultimate recoverability or effectiveness of these investments is not yet known. • A significant increase in any of the operating costs and expenses mentioned above could have a material adverse effect on our profitability.
We are facing increasing costs from our third-party service providers due to a number of reasons, including inflationary pressures and costs associated with the increasing complexity of the data we require. 23 Table of Contents • Although we believe we are prudent in our investment strategies and execution of our implementation plans, the ultimate recoverability or effectiveness of these investments is not yet known. • A significant increase in any of the operating costs and expenses mentioned above could have a material adverse effect on our profitability.
MiFID II and the Market Abuse Regulation may impose additional regulatory burdens on the activities of Indices and Commodity Insights in the EU over time, but their impact on, and costs to, the Company have not yet been substantive. • The European Commission has adopted or proposed various options for regulatory intervention to address high energy prices including, among others, price limiting mechanisms on exchange traded gas products, the introduction of circuit breakers and the development of LNG import benchmarks. • These laws, regulations and principles have impacted our Commodity Insights’ and Indices’ businesses by increasing their operating obligations, exposure, compliance risk, and costs of doing business.
MiFID II and the Market Abuse Regulation may impose additional regulatory burdens on the activities of Indices and Energy in the EU over time, but their impact on, and costs to, the Company have not yet been substantive. • The European Commission has adopted or proposed various options for regulatory intervention to address high energy prices including, among others, price limiting mechanisms on exchange traded gas products, the introduction of circuit breakers and the development of LNG import benchmarks. • These laws, regulations and principles have impacted our Energy and Indices businesses by increasing their operating obligations, exposure, compliance risk, and costs of doing business.
Changes in commodity 18 Table of Contents price references, whether price assessments, benchmarks or the related trading activity in physical commodities and commodities derivatives, could have a material adverse effect on our financial position, results of operations and cash flows. • High or increasing interest rates, volatility in financial markets or the interest rate environment, significant political or economic events, and other market and economic factors may impact the supply and demand for new and used vehicles, which impacts our Mobility business. • Disruptions in the automotive supply chain impact production in the automotive industry and typically impact our Mobility business. • Any weakness in the macroeconomic environment, including due to recession, inflation, high or increasing interest rates and other factors, could constrain customer budgets across the markets we serve, potentially leading to a reduction in their employee headcount and a decrease in demand for our subscription-based products. • The foregoing factors generally affect our performance and could have a material adverse effect on our business, financial condition or results of operations.
Changes in commodity price references, whether price assessments, benchmarks or the related trading activity in physical commodities and commodities derivatives, could have a material adverse effect on our business, financial condition or results of operations. • High or increasing interest rates, volatility in financial markets or the interest rate environment, significant political or economic events, and other market and economic factors may impact the supply and demand for new and used vehicles, which impacts our Mobility business. • Disruptions in the automotive supply chain impact production in the automotive industry and typically impact our Mobility business. 21 Table of Contents • Any weakness in the macroeconomic environment, including due to recession, inflation, high or increasing interest rates and other factors, could constrain customer budgets across the markets we serve, potentially leading to a reduction in their employee headcount and a decrease in demand for our subscription-based products. • The foregoing factors generally affect our performance and could have a material adverse effect on our business, financial condition or results of operations.
However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we, our third-party service providers or our clients experience a disaster or other business continuity problem, could materially interrupt our business operations and result in material financial 21 Table of Contents loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.
However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we, our third-party service providers or our clients experience a disaster or other business continuity problem, could materially interrupt our business operations and result in material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.
Our third-party service providers, including our vendors, are also the subject of a variety of cyber attacks, including attacks carried out by state-sponsored actors. • We and our third-party service providers, including our vendors, experience cyber attacks, data breaches and other cyber threats of varying degrees on a regular basis.
Our third-party service providers, including our vendors, data partners and distribution partners, are also the subject of a variety of cyber attacks, including attacks carried out by state-sponsored actors. • We and our third-party service providers, including our vendors, data partners and distribution partners, experience cyber attacks, data breaches and other cyber threats of varying degrees on a regular basis.
Breaches of our or our third-party service providers’ (including our vendors’) information systems and networks may cause material interruptions or malfunctions in our or such third-party’s websites, applications or data processing, or may compromise the confidentiality and integrity of material information regarding us, our business or our customers.
Breaches of our or our third-party service providers’ (including our vendors’, data partners’ and distribution partners’) information systems and networks may cause material interruptions or malfunctions in our or such third-party’s websites, applications or data processing, or may compromise the confidentiality and integrity of material information regarding us, our business or our customers.
Any such expenses that we incur in the future, which could be material, will impact our results of operations in the period in which they are incurred, but may not 15 Table of Contents meaningfully limit the success of future attempts to compromise our information or information technology systems. • Continued privacy and data protection concerns may result in new or amended laws and regulations.
Any such expenses that we incur in the future, which could be material, will impact our results of operations in the period in which they are incurred, but may not meaningfully limit the success of future attempts to compromise our information or information technology systems. • Continued privacy and data protection concerns may result in new or amended laws and regulations.
Any breach of our clients’ confidences as a result of employee or third-party vendor misconduct could harm our reputation. • Damage to our reputation, credibility, and brand could have a material adverse effect on our business and results of operations.
Any breach of our clients’ confidences as a result of employee or third-party vendor misconduct could harm our reputation. • Damage to our reputation, credibility, and brand could have a material adverse effect on our business, financial condition or results of operations.
Certain risk factors are applicable to certain of our individual segments while other risk factors are applicable Company-wide. Cybersecurity, Technology and Innovation Risks Our size, scale and role in the global markets increases our risk for cyber attacks and other cyber-security risks.
Certain risk factors are applicable to certain of our individual segments while other risk factors are applicable Company-wide. Cybersecurity, Technology and Innovation Risks Our size, scale and role in the global markets increases our exposure to cyber attacks and other cyber-security risks.
Each of these developments could materially increase the costs and legal risk associated with the 16 Table of Contents issuance of our credit ratings or our other products and services and may have a material adverse effect on our operations, profitability and competitiveness, the demand for our credit ratings or our other products and services, and the manner in which our credit ratings are utilized. • Additional information regarding rating agencies is provided under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in this Annual Report on Form 10-K.
Each of these developments could materially increase the costs and legal risk associated with the issuance of our credit ratings or our other products and services and could have a material adverse effect on our operations, profitability and competitiveness, the demand for our credit ratings or our other products and services, and the manner in which our credit ratings are utilized. • Additional information regarding rating agencies is provided under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in this Annual Report on Form 10-K.
To succeed in the future, we 11 Table of Contents will need to deploy improved processes and technology to innovate, design, develop, assemble, test, market, and support new products and enhancements to our existing products in a timely and cost-effective manner. • Innovation and constant development in support of new products and enhancements to existing products calls for the implementation of new and improved processes and technologies that require related change management efforts.
To succeed in the future, we will need to deploy improved processes and technology to innovate, design, develop, assemble, test, market, and support new products and enhancements to our existing products in a timely and cost-effective manner. • Innovation and constant development in support of new products and enhancements to existing products calls for the implementation of new and improved processes and technologies that require related change management efforts.
The Company has previously settled and paid fines in connection with such matters. We may become subject to liability or face reputational harm due to our offerings. 17 Table of Contents • Some of our products and services support the investment processes and other activities of our clients, which, in the aggregate, manage or own trillions of dollars of assets.
The Company has previously settled and paid fines in connection with such matters. We may become subject to liability or face reputational harm due to our offerings. • Some of our products and services support the investment processes and other activities of our clients, which, in the aggregate, manage or own trillions of dollars of assets.
Accordingly, our business is dependent on successfully attracting, retaining and training talented employees and navigating key management transitions (including in our executive leadership team) in a highly competitive business environment. Our ability to attract and retain talented employees is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent.
Accordingly, our business is dependent on successfully attracting, retaining and training talented employees and navigating key management transitions in a highly competitive business environment. Our ability to attract and retain talented employees is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent.
Legal and Regulatory Risks Exposure to litigation and government and regulatory proceedings, investigations and inquiries (including market studies) could have a material adverse effect on our business, financial condition or results of operations. • In the normal course of business, both in the U.S. and abroad, we and our subsidiaries are defendants in numerous legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries (including market studies), as discussed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in this Annual Report on Form 10-K and in Note 13 – Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data , in this Annual Report on Form 10-K, and we face the risk that additional proceedings, investigations and inquiries (including market studies) will arise in the future. • Many of these proceedings, investigations and inquiries (including market studies) regularly relate to the activity of our Ratings, Indices, and Commodity Insights businesses.
Legal and Regulatory Risks Exposure to litigation and government and regulatory proceedings, investigations and inquiries could have a material adverse effect on our business, financial condition or results of operations. • In the normal course of business, both in the U.S. and abroad, we and our subsidiaries are defendants in numerous legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries, as discussed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in this Annual Report on Form 10-K and in Note 13 – Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data , in this Annual Report on Form 10-K, and we face the risk that additional proceedings, investigations and inquiries will arise in the future. • Many of these proceedings, investigations and inquiries regularly relate to the activity of our Ratings, Indices, and Energy businesses.
Our Indices and Commodity Insights businesses are subject to a global evolving regulatory landscape, which has and may continue to cause increased operating obligations, exposure, compliance risk and costs of doing business, and could have a material adverse effect on our business, financial condition or results of operations. • In addition to the extensive and evolving U.S. laws and regulations, foreign jurisdictions have taken measures to increase regulation of the financial services and commodities industries. • Commodity Insights has aligned its operations with the Principles for Oil Price Reporting Agencies ("PRA Principles") issued by IOSCO and, as recommended by IOSCO in its final report on the PRA Principles, has aligned to the PRA Principles for other commodities for which it publishes benchmarks.
Our Indices and Energy businesses are subject to a global evolving regulatory landscape, which has and may continue to cause increased operating obligations, exposure, compliance risk and costs of doing business, and could have a material adverse effect on our business, financial condition or results of operations. 19 Table of Contents • In addition to the extensive and evolving U.S. laws and regulations, foreign jurisdictions have taken measures to increase regulation of the financial services and energy and commodities industries. • Energy has aligned its operations with the Principles for Oil Price Reporting Agencies ("PRA Principles") issued by IOSCO and, as recommended by IOSCO in its final report on the PRA Principles, has aligned to the PRA Principles for other commodities for which it publishes benchmarks.
The consolidation of customers resulting from mergers and acquisitions across these industries can result in reductions in the number of firms and workforce which can impact the size of our customer base. 20 Table of Contents • Our customers that strive to reduce their operating costs may seek to reduce their spending on our products and services.
The consolidation of customers resulting from mergers and acquisitions across these industries can result in reductions in the number of firms and workforce which can impact the size of our customer base. • Our customers that strive to reduce their operating costs may seek to reduce their spending on our products and services.
We rely heavily on network systems and the Internet and any failures or disruptions may adversely affect our ability to serve our customers. 13 Table of Contents • Our products and services are delivered electronically, and our customers rely on our ability to process transactions rapidly and deliver substantial quantities of data on computer-based networks.
We rely heavily on network systems and the Internet and any failures or disruptions may adversely affect our ability to serve our customers. • Our products and services are delivered electronically, and our customers rely on our ability to process transactions rapidly and deliver substantial quantities of data on computer-based networks.
Our inability to successfully develop, adapt, or implement new and improved processes and technology could materially adversely impact our business, financial condition or results of operations. • The rapid change of technology is a key feature of all of the markets in which we operate.
Our inability to successfully develop, adapt, or implement new and improved processes and technology could materially adversely impact our business, financial condition or results of operations. 12 Table of Contents • The rapid change of technology is a key feature of all of the markets in which we operate.
Our information systems and networks and those of our third-party service providers are exposed to risks related to cybersecurity and protection of confidential information, including material non-public information, which could have a material adverse effect on our business, financial condition or results of operations. • Our operations rely on the secure processing, storage and transmission of confidential, sensitive and other types of data and information in our information systems and networks and those of our third-party service providers, including our vendors.
Our information systems and networks and those of our third-party service providers are exposed to risks related to cybersecurity and protection of confidential information, including material non-public information, which could have a material adverse effect on our business, financial condition or results of operations. • Our operations rely on the secure processing, storage and transmission of confidential, sensitive and other types of data and information by our information systems and networks and those of our third-party service providers, including our vendors, data partners and distribution partners.
Volatile capital markets, as well as changing investment styles, among other factors, may influence an investor’s decision to invest in and maintain an investment in an index-linked investment product. • High or increasing interest rates or credit spreads, volatility in financial markets or the interest rate environment, significant political or economic events, defaults of significant issuers and other market and economic factors may negatively impact the general level of debt issuance, the debt issuance plans of certain categories of borrowers, the level of derivatives trading and/or the types of credit-sensitive products being offered, which impact our Ratings segment and portions of our Market Intelligence, Commodity Insights and Indices segments, and in the future could have a material adverse effect on our business, financial condition or results of operations. • Our Commodity Insights business is impacted by volatility in the commodities markets.
Uncertain economic conditions, political unrest and a variety of other factors may lead to market volatility and volatile capital markets, as well as changing investment styles, which, among other factors, may influence an investor’s decision to invest in and maintain an investment in an index-linked investment product. • High or increasing interest rates or credit spreads, volatility in financial markets or the interest rate environment, significant political or economic events, defaults of significant issuers and other market and economic factors may negatively impact the general level of debt issuance, the debt issuance plans of certain categories of borrowers, the level of derivatives trading and/or the types of credit-sensitive products being offered, which impact our Ratings segment and portions of our Market Intelligence, Energy and Indices segments, and in the future could have a material adverse effect on our business, financial condition or results of operations. • Our Energy business is impacted by volatility in the energy and commodity markets.
We may be required to expend significant resources to mitigate the impact of any errors, interruptions, delays or cessations of service and we may have insufficient recourse against our third-party service providers, including our vendors.
We may be required to expend significant resources to mitigate the impact of any errors, interruptions, delays or cessations of service and we may have insufficient recourse against our third-party service providers, including our vendors, data partners and distribution partners.
Notwithstanding our efforts, we may suffer a material adverse effect resulting from such vulnerabilities in the future. • Misappropriation, improper modification, destruction, corruption or unavailability of our data and information, including personal data, due to cyber incidents, attacks or other security breaches, or the perception of such an occurrence, could damage our brand and reputation, result in litigation, regulatory actions, sanctions or other statutory penalties, or lead to loss of customer confidence in our security measures and reliability.
Notwithstanding our efforts, we may suffer a material adverse effect on our business, financial condition or results of operations resulting from such vulnerabilities in the future. • Misappropriation, improper modification, destruction, corruption or unavailability of our data and information, including personal data, due to cyber incidents, attacks or other security breaches, or the perception of such an occurrence, could damage our brand and reputation, result in litigation, regulatory actions, sanctions or other statutory penalties, or lead to loss of customer confidence in our security measures and reliability.
Additionally, we do business in a number of countries included on the Priority Watch List maintained by the Office of the United States Trade Representative which are currently thought to afford less protection to intellectual property rights generally than some other jurisdictions.
We do business in a number of countries included on the Priority Watch List and/or Watch Lists maintained by the Office of the United States Trade Representative which are currently thought to afford less protection to intellectual property rights generally than some other jurisdictions.
Any claims by third parties that we violated their intellectual property rights could result in termination of the relevant source agreement, litigation or reputational damage, or may require us to enter into royalty and licensing agreements on unfavorable terms or to stop selling or redesign affected products, which could materially and adversely affect our business, financial condition or results of operations.
From time to time, we face claims by third parties that we violated their intellectual property rights, which may result in termination of the relevant source agreement, litigation or reputational damage, or may require us to enter into royalty and licensing agreements on unfavorable terms or to stop selling or redesign affected products. • Any of the above factors could materially and adversely affect our business, reputation, financial condition or results of operations.
While we have taken steps to address these deficiencies, we may experience outages or other disruptions in the future, and such outages or disruptions may have a material adverse effect on the Company. • The physical or technological infrastructure used by us or our third-party service providers can become obsolete or restrictive, unavailable, incompatible with future versions of our products, fail to be comprehensive or accurate, or fail to operate effectively, and our business could be adversely affected if we are unable to timely or effectively replace it. • We also do not have fully redundant systems for most of our smaller office locations and low-risk systems, and our disaster recovery plan does not include restoration of non-essential services.
While we have taken steps to address these 16 Table of Contents errors, we may experience outages or other disruptions in the future, and such outages or disruptions could have a material adverse effect on our business, financial condition or results of operations. • The physical or technological infrastructure used by us or our third-party service providers can become obsolete or restrictive, unavailable, incompatible with future versions of our products, fail to be comprehensive or accurate, or fail to operate effectively, and our business could be adversely affected if we are unable to timely or effectively replace it. • We also do not have fully redundant systems for most of our smaller office locations and low-risk systems, and our disaster recovery plan does not include restoration of non-essential services.
Future laws and regulations with respect to the collection, compilation, use, and publication of information and consumer privacy could result in limitations on our operations, increased compliance or litigation expense, adverse publicity, or loss of revenue, which could have a material adverse effect on our business, financial condition, and results of operations.
Future laws and regulations with respect to the collection, compilation, use, and publication of information could result in limitations on our operations or data processing, leading to increased compliance or litigation expense and/or adverse publicity or loss of revenue, which could have a material adverse effect on our business, financial condition, or results of operations.
Examples include regulatory oversight regimes for ESG ratings providers which may impose new regulatory requirements regarding some of Ratings’ ancillary and other services, such as the EU regulation on the transparency and integrity of ESG rating activities adopted by the European Parliament and Council in November 2024, or draft legislation published by the U.K. in 2024 to empower the FCA to supervise ESG ratings providers. • These laws and regulations, and any other similar future rule-making, could result in reduced demand for credit ratings and/or significant increased costs, which we may be unable to pass through to customers.
Examples include regulatory oversight regimes for ESG ratings providers which may impose new regulatory requirements regarding some of Ratings’ ancillary and other services, such as the EU regulation on the transparency and integrity of ESG rating activities adopted by the European Parliament and Council in November 2024, or legislation and draft rules published by the FCA in 2025 to supervise ESG ratings providers from June 2028. • Credit rating laws and regulations, and any other similar future rule-making, could result in reduced demand for credit ratings and/or significant increased costs, which we may be unable to pass through to customers.
Indices has taken steps to align its governance regime, control framework and operations with the Principles for Financial Benchmarks ("Financial Benchmark Principles") issued by IOSCO and engages an independent auditor to perform an annual reasonable assurance review of its adherence to the Financial Benchmark Principles. • Commodity Insights and Indices are subject to financial and commodity benchmark regulation in the EU (the “EU Benchmark Regulation”) and the U.K.
Indices has aligned its governance regime, control framework and operations with the Principles for Financial Benchmarks ("Financial Benchmark Principles") issued by IOSCO and engages an independent auditor to perform an annual reasonable assurance review of its adherence to the Financial Benchmark Principles. • Energy and Indices are subject to financial and commodity benchmark regulation in the EU (the “EU Benchmark Regulation”) and the U.K.
Termination of one or more of our significant data agreements or exclusion from, or restricted use of, or litigation in connection with, a significant data provider’s information could result in a substantial decrease of the available information for us to use (and offer our clients) and could have a material adverse effect on our business, financial condition or results of operations.
Termination of significant data agreements or exclusion from, or restricted use of, or litigation in connection with, significant third-party data assets could result in a substantial decrease of the available information for us to use (and offer our clients) and could have a material adverse effect on our business, financial condition or results of operations.
Demand could also be materially reduced as a result of cost-cutting initiatives at certain companies and organizations that choose to use publicly available free or relatively inexpensive information rather than pay for our products and services.
Demand could also be materially reduced as a result of cost-cutting initiatives at certain companies and organizations that choose to use publicly available free or relatively inexpensive information over our products and services.
These include, among others, risks relating to: ◦ economic and political conditions around the world, ◦ inflation, ◦ high interest rates or fluctuation in interest rates, currency exchange rates or commodities markets, ◦ limitations that foreign governments may impose on the conversion of currency or the payment of dividends or other remittances to us from our non-U.S. subsidiaries, ◦ differing accounting principles and standards, ◦ increases in taxes or changes in U.S. or foreign tax laws (for example, the Pillar Two international tax framework established by the Organisation for Economic Co-operation and Development, which includes a global minimum tax of 15%), 22 Table of Contents ◦ potential costs and difficulties in complying with a wide variety of foreign laws and regulations (including tax systems) administered by foreign government agencies, some of which may conflict with U.S. or other sources of law, ◦ changes in applicable laws and regulatory requirements, including data localization requirements, ◦ restrictive actions of governmental authorities in the jurisdictions in which we operate affecting trade, cross-border data transfer and foreign investment, especially during periods of heightened tension between governmental authorities in such jurisdictions, including protective measures such as export restrictions and customs duties and tariffs, government intervention favoring local competitors, data localization efforts, and restrictions on the level of foreign ownership, ◦ nationalization, expropriation, price controls, withdrawal of licenses to operate, and unilateral termination of contracts by government entities, ◦ competition with local rating agencies that have greater familiarity, longer operating histories and/or support from local governments or other institutions, and ◦ civil unrest, protests, terrorism, unstable governments, geopolitical uncertainties and legal systems, and other factors.
These include, among others, risks relating to: ◦ economic and political conditions around the world, ◦ inflation, ◦ high interest rates or fluctuation in interest rates, currency exchange rates or energy and commodity markets, ◦ limitations that foreign governments may impose on the conversion of currency or the payment of dividends or other remittances to us from our non-U.S. subsidiaries, ◦ differing accounting principles and standards, ◦ increases in taxes or changes in U.S. or foreign tax laws, ◦ potential costs and difficulties in complying with a wide variety of foreign laws and regulations (including tax systems) administered by foreign government agencies, some of which may conflict with U.S. or other sources of law, ◦ changes in applicable laws and regulatory requirements, including data localization and operational resilience requirements, ◦ restrictive actions of governmental authorities in the jurisdictions in which we operate affecting trade, cross-border data transfer and foreign investment, especially during periods of heightened tension between governmental authorities in such jurisdictions, including protective measures such as export restrictions and customs duties and tariffs, government intervention favoring local competitors, data localization efforts, and restrictions on the level of foreign ownership, ◦ nationalization, expropriation, price controls, withdrawal of licenses to operate, and unilateral termination of contracts by government entities, ◦ competition with local rating agencies that have greater familiarity, longer operating histories and/or support from local governments or other institutions, and ◦ civil unrest, protests, terrorism, unstable governments, geopolitical uncertainties and legal systems, and other factors.
Additionally, our failure to timely or accurately communicate cyber incidents to relevant parties, including as a result of a failure of our third-party service providers, including our vendors, to inform us of incidents impacting their information systems or networks in a timely manner could result in regulatory or litigation risk, and reputational harm. • We devote significant resources to maintain and regularly update our systems and processes that are designed to protect the security of our information systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to the enterprise and our customers, clients and employees.
Additionally, our failure to timely or accurately communicate cyber incidents to relevant parties, including as a result of a failure of our third-party service providers, including our vendors, data partners and distribution partners, to inform us of incidents impacting their information systems or networks in a timely manner could result in regulatory or litigation risk, and reputational harm. • We devote significant resources to maintain and regularly update our systems and processes that are designed to protect the security of our information systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to the enterprise and our customers and employees, and we expect to continue to expend significant additional resources to bolster these protections.
Unauthorized disclosure of this information as a result of cyber attacks and other unauthorized occurrences on our information systems and networks could cause our customers to lose faith in our ability to protect confidential information and therefore cause customers to cease doing business with us. • The cyber threats we and our third-party service providers (including our vendors) face are rapidly evolving and are 10 Table of Contents becoming increasingly sophisticated (including through the use of generative artificial intelligence ("AI")) and include denial of service attacks, ransomware, spyware, phishing/smishing/vishing attacks, business compromise attacks, employee errors, negligence or malfeasance, the use of malicious codes or worms, payment fraud, and other unauthorized occurrences on, or conducted through, our or our third-party service providers’ (including our vendors’) information systems and networks, originating from a wide variety of sources, including criminals, terrorists, nation states, financially motivated actors, internal actors, and external service providers.
Unauthorized disclosure of this information as a result of cyber attacks and other unauthorized occurrences on our information systems and networks could cause our customers to lose faith in our ability to protect confidential information and therefore cause customers to cease doing business with us. • The cyber threats we and our third-party service providers (including our vendors, data partners and distribution partners) face are rapidly evolving and are becoming increasingly sophisticated and include denial of service attacks, ransomware, spyware, misinformation, phishing/smishing/vishing attacks, business compromise attacks, 11 Table of Contents typosquatting, automated attacks, employee errors, negligence or malfeasance, the use of malicious codes or worms, payment fraud, and other unauthorized occurrences on, or conducted through, our or our third-party service providers’ (including our vendors’, data partners’ and distribution partners’) information systems and networks, originating from a wide variety of sources, including criminals, terrorists, state-sponsored actors, financially motivated actors, internal actors, and external service providers.
Future legislation, regulatory reform or policy changes, such as financial services regulatory reform, energy or commodity-specific regulation, including oil, regulations related to pricing providers, credit rating data, data privacy, operational resilience and cybersecurity, tax regulations, AI, ESG (including matters of diversity, equity and inclusion (“DEI”)), government-sponsored enterprise reform and increased infrastructure spending and significant changes in trade policy (including sanctions and tariffs), could impact our business.
Future legislation, regulatory reform or policy changes, such as financial services regulatory reform, energy- or commodity-specific regulation, including oil, regulations related to pricing providers, credit rating data, sustainability or corporate responsibility matters, data privacy, operational resilience and cybersecurity, tax regulations, government-sponsored enterprise reform and increased infrastructure spending and significant changes in trade policy (including sanctions and tariffs), could impact our business.
Our reputation, credibility, and brand are key assets and competitive advantages of our Company and our business may be affected by how we are perceived in the marketplace. • Our reputation, credibility, and the strength of our brand are key competitive strengths. • Given our role in the financial, commodities and automotive markets, our ability to attract and retain customers is uniquely affected by external perceptions of our reputation, credibility, and brand. • We provide credit ratings, pricing and valuation services, benchmark products, indices, and ESG scores and data, many of which depend on contributions or inputs from third parties or market participants.
Our reputation, credibility, and brand are key assets and competitive advantages of our Company and our business, financial condition or results of operations could be materially and adversely affected if we are negatively perceived in the marketplace. • Our reputation, credibility, and the strength of our brand are key competitive strengths. • Given our role in the financial, energy and commodity, and automotive markets, our ability to attract and retain customers is uniquely affected by external perceptions of our reputation, credibility, and brand. • We provide credit ratings, pricing and valuation services, benchmark products, indices, and ESG scores and data, many of which depend on contributions or inputs from third parties or market participants.
These licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products and services, licenses the software on unfavorable terms, or requires us to re-engineer our products and services or take other remedial actions, any of which could have a material adverse effect on our business.
These licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products and services, licenses the software on unfavorable terms or requires us to seek licenses from third parties to offer our products and services, or requires us to re-engineer our products and services or take other remedial actions, any of which could have a material adverse effect on our business, financial condition or results of operations.
For example, we have faced and could in the future face negative perceptions or publicity with respect to our sustainability and corporate responsibility policies and practices (including DEI) or our ESG products, methodologies, or scores, including as a result of a revision, suspension or withdrawal of, or a failure to meet, our publicly disclosed ESG (including DEI) and climate-related targets, goals or practices, or as a result of misalignment with evolving market standards, ESG regulations and codes of conduct or regulatory expectations.
For example, we have faced and could in the future face negative perceptions or publicity with respect to our sustainability and corporate responsibility policies and practices or our sustainability products, methodologies, or scores, including as a result of a revision, suspension or withdrawal of, or a failure to meet, our publicly disclosed sustainability and corporate responsibility targets, goals or practices, or as a result of misalignment with evolving, and in certain instances conflicting, market standards, expectations of regulators and other stakeholders, and regulations and codes of conduct.
Errors or defects may exist during any part of a product’s life cycle and may persist notwithstanding testing and/or other quality assurance practices. Ineffective or insufficient collaboration within the Company increases the risk that such errors or defects may not be detected.
Errors or defects may exist during any part of a product’s life cycle and may persist notwithstanding testing and/or other quality assurance practices. Inadequate internal oversight or testing within the Company increases the risk that such errors or defects may not be detected or mitigated.
In addition, natural and man-made disasters, public health crises (e.g., pandemics), and military conflict, such as the ongoing military conflicts between Russia and Ukraine and in the Middle East, introduce volatility and uncertainty into the global capital and commodities markets and negatively impact general economic conditions.
In addition, natural and man-made disasters, public health crises (e.g., pandemics), and military action or conflict, such as the ongoing military conflicts between Russia and Ukraine and in the Middle East and the U.S. intervention in Venezuela, introduce volatility and uncertainty into the global capital and energy and commodity markets and negatively impact general economic conditions.
Violations of such laws and regulations may result in fines and penalties, criminal sanctions, administrative remedies, or restrictions on business conduct that have a material adverse effect on our reputation, our ability to attract and retain employees, our business, financial condition or results of operations.
Violations of such laws and regulations may result in fines and 26 Table of Contents penalties, criminal sanctions, administrative remedies, or restrictions on business conduct that have a material adverse effect on our reputation, business, financial condition or results of operations.
We believe there remains significant opportunity to expand our business into major geographic and product markets (including energy transition, private markets and emerging markets), and we are in the process of such expansion efforts. Expansion into new markets requires significant levels of investment and attention from management.
We believe there remains significant opportunity to expand our business into major geographic and product markets (including private markets, energy expansion, supply chain intelligence, wealth, decentralized finance, and emerging markets), and we are in the process of such expansion efforts. Expansion into these markets requires significant levels of investment and attention from management.
Such claims have not materially adversely affected us to date, but future claims may have a material adverse effect on our business, financial condition or results of operations. • We have a heightened risk of litigation and reputational harm due to our role in the global markets, particularly within our ratings and indices businesses. • The products we develop or license, and the proprietary methodologies, models and processes on which these products rely, from time to time contain undetected errors or defects, despite testing and/or other quality assurance practices.
Such claims have not materially adversely affected us to date, but future claims may have a material adverse effect on our business, financial condition or results of operations. • We have a heightened risk of litigation and reputational harm due to our role in the global markets. • The products we develop or license, and the proprietary methodologies, models and processes on which these products rely, from time to time contain undetected errors or defects, despite testing and/or other quality assurance practices. 20 Table of Contents Moreover, many of our products use new and evolving technologies that may contain their own undetected errors or defects.
Our approach to AI may not be successful, which could materially and adversely affect our business, financial condition or results of operations. AI is an emerging technology that is fundamentally changing the way data is gathered, produced, protected, licensed, processed, and consumed.
Artificial Intelligence ("AI") presents new and evolving risks, and our approach to AI may not be successful, which could materially and adversely affect our business, financial condition or results of operations. AI is a rapidly evolving technology that is fundamentally changing the way data is gathered, produced, protected, licensed, processed, and consumed.
Any of the foregoing changes could increase our litigation and regulatory exposure, directly impact our results of operations and cash flows, adversely affect our ability to provide our products and services, or adversely impact the demand for our products and services.
Any of the foregoing changes could increase our litigation and regulatory exposure, directly impact our results of operations and cash flows, adversely affect our ability to provide our products and services, or adversely impact the demand for our products and services and could have a material adverse effect on our business, financial condition or results of operations.
In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and 14 Table of Contents regulations, including those related to our regulated products and services, antitrust matters, and other matters, such as environmental, social and governance (“ESG”) matters.
In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to our regulated products and services, antitrust matters, and other matters, such as environmental, social and governance (“ESG”) matters. From time to time, we also face proceedings, investigations or inquiries related to tax matters.
Enabling or offering solutions that draw controversy due to their perceived or actual impact on society or failing to properly remediate any social or ethical issues that may arise in our offerings may result in material brand or reputational harm, competitive harm, legal liability or loss of public confidence, or a material reduction to the marketability or competitiveness of our products and services.
Failing to properly remediate any social or ethical issues that may arise in our offerings may result in material brand or reputational harm, competitive harm, legal liability or loss of public confidence, or a material reduction to the marketability or competitiveness of our products and services.
The physical commodity and commodity derivative markets may be impacted by decisions by market participants and policy makers to address climate change.
The physical commodity and commodity derivative markets may be impacted by decisions by market participants and policy makers to address sustainability and energy expansion matters.
From time to time, we also face proceedings, investigations or inquiries related to tax matters. Enhancements to our products and services combined with evolving regulation requires us to continuously evaluate our regulatory and compliance obligations, and government and self-regulatory agencies may conduct investigations to determine whether our products and services subject us to additional regulations.
Enhancements to our products and services combined with evolving regulation requires us to continuously evaluate our regulatory and compliance obligations, and government and self-regulatory agencies may conduct investigations to determine whether our products and services subject us to additional regulations.
Thus, our plans to increase the amount of our infrastructure that we outsource to “the cloud” or to other third parties may increase our risk exposure. Climate change and the transition to renewable energy and a net zero economy pose operational, commercial and regulatory risks.
Thus, our plans to increase the amount of our infrastructure that we outsource to “the cloud” or to other third parties may increase our risk exposure. Sustainability and energy expansion matters pose operational, commercial and regulatory risks.
Businesses we acquire may also have intellectual property portfolios which increase the complexity of managing our intellectual property portfolio and protecting our competitive position. • Our products contain intellectual property delivered through a variety of digital and other media.
Businesses we acquire may also have intellectual property portfolios which increase the complexity of managing our intellectual property portfolio and protecting our competitive position.
The law in these areas continues to develop and the changing nature and interpretations by courts of privacy and data protection laws around the world, including in jurisdictions such as the U.S.
The law in these areas continues to develop and the changing nature and interpretation of these laws by courts and enforcement actions, including in jurisdictions such as the U.S.
We have made, and expect to continue to make, capital investments and other expenditures to address cybersecurity preparedness and prevent future cyber incidents and breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been breached.
We have made, and expect to continue to make, capital investments and other expenditures to enhance cybersecurity preparedness and prevent future cyber incidents and breaches, including costs associated with additional security technologies, personnel, and experts.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Board, and Nominating and Audit Committees, gave significant consideration over the past several years to the appropriate Board and Committee oversight structure for risks associated with technology and cybersecurity. The full Board receives briefings from management on enterprise-wide technology, cybersecurity risk management and the overall technology and cybersecurity environment by management.
Biggest changeThe full Board receives briefings from management on enterprise-wide technology, cybersecurity risk management and the overall technology and cybersecurity environment by management.
The current CISO has more than 27 years of technology industry leadership, cybersecurity expertise and engineering and operations experience. The corporate information security organization manages and continually enhances the Company’s enterprise security structure with the goal of preventing cybersecurity incidents to the extent feasible, while simultaneously increasing our system resilience to minimize the business impact should an incident occur.
The current CISO has more than 32 years of technology industry leadership, cybersecurity expertise and engineering and operations experience. The corporate information security organization manages and continually enhances the Company’s enterprise security structure with the goal of preventing cybersecurity incidents to the extent feasible, while simultaneously increasing our system resilience to minimize the business impact should an incident occur.
Specifically, the full Board receives biannual reports from the Chief Digital Solutions Officer and the CISO. 25 Table of Contents The Board coordinates with the Audit Committee and Finance Committee to ensure active Board- and Committee-level oversight of the Company’s technology and cyber risk profile, enterprise technology and cyber strategies, and information security initiatives.
Specifically, the full Board receives biannual reports from the Chief Digital Solutions Officer and the CISO. 29 Table of Contents The Board coordinates with the Audit Committee to ensure active Board- and Committee-level oversight of the Company’s technology and cyber risk profile, enterprise technology and cyber strategies, and information security initiatives.
The Board also receives regular updates from the Audit Committee and Finance Committee on their in-depth Committee-level reviews. Role of Management In addition to the risk management activities undertaken by the ERM Committee, our corporate information security organization, led by our CISO, is responsible for our overall information security strategy, policy, security engineering, operations and cyber threat detection and response.
The Board also receives regular updates from the Audit Committee on its in-depth Committee-level review. Role of Management In addition to the risk management activities undertaken by the ERM Committee, our corporate information security organization, led by our CISO, is responsible for our overall information security strategy, policy, security engineering, operations and cyber threat detection and response.
Board Oversight of Cybersecurity Threats The board of directors of the Company (the “Board”) has oversight responsibility for the Company’s risk management framework, including technology and cybersecurity risks facing the Company.
Board Oversight of Cybersecurity Threats The board of directors of the Company (the “Board”) has oversight responsibility for the Company’s risk management framework, including technology and cybersecurity risks facing the Company. Our Board and Audit Committee gave significant consideration over the past several years to the appropriate Board and Committee oversight structure for risks associated with technology and cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters are located in leased premises located at 55 Water Street, New York, NY 10041. We lease office facilities at 147 locations; 37 are in the U.S. In addition, we own real property at 6 locations, of which 2 are in the U.S.
Biggest changeItem 2. Properties Our corporate headquarters are located in leased premises located at 55 Water Street, New York, NY 10041. We lease office facilities at 154 locations; 35 are in the U.S. In addition, we own real property at 6 locations, of which 2 are in the U.S.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

13 edited+1 added−5 removed0 unchanged
Biggest changeErnsberger , prior to becoming co-President of S&P Global Commodity Insights on November 1, 2024, was Head of Market Reporting and Trading Solutions for S&P Global Commodity Insights since March 2022, was Global Head of Pricing & Market Insight for S&P Global Commodity Insights (then known as S&P Global Platts) since January 2020, was Global Head of Commodities Pricing for S&P Global Platts since October 2016, was Global Director, Oil for S&P Global Platts since March 2010, was Senior Editorial Director, Asia for S&P Global Platts since January 2004, was the Houston Bureau Chief for S&P Global Platts since July 2001, was Managing Editor, European Natural Gas and Electricity Markets for S&P Global Platts since 27 Table of Contents January 1999, and was Managing Editor, Europe & Africa Metals Markets for S&P Global Platts since he joined the Company in June 1996.
Biggest changeErnsberger , prior to becoming President of S&P Global Energy in November 2025, was co-President of S&P Global Energy since November 2024, was Head of Market Reporting and Trading Solutions for S&P Global Energy since March 2022, and was Global Head of Pricing & Market Insight for S&P Global Energy (then known as S&P Global Platts) since January 2020. Mr.
Mr. Ganesan , prior to becoming Executive Vice President, Chief People Officer on November 1, 2024, was Senior Vice President, People for S&P Global since he joined the Company in October 2021. Prior to joining the Company, Mr. Ganesan was Global Head of Diversity and Inclusion and Head of US Talent at TD Bank Group since November 2018. Mr.
Ganesan , prior to becoming Executive Vice President, Chief People Officer in November 2024, was Senior Vice President, People for S&P Global since he joined the Company in October 2021. Prior to joining the Company, Mr. Ganesan was Global Head of Diversity and Inclusion and Head of US Talent at TD Bank Group since November 2018. Mr.
Cheung , prior to becoming President and Chief Executive Officer on November 1, 2024, was President, S&P Global Ratings since February 28, 2022, was President, S&P Global Market Intelligence since January 2, 2019, was Head of Risk Services for S&P Global Market Intelligence since September 2015, was Chief Strategy Officer for S&P Global since March 2014, and was Vice President of Operations for S&P Global Ratings since joining the Company in 2010.
Cheung , prior to becoming President and Chief Executive Officer in November 2024, was President, S&P Global Ratings since February 2022, was President, S&P Global Market Intelligence since January 2019, was Head of Risk Services for S&P Global Market Intelligence since September 2015, was Chief Strategy Officer for S&P Global since March 2014, and was Vice President of Operations for S&P Global Ratings since joining the Company in 2010.
Ms. Moore , prior to becoming Executive Vice President, Chief Client Officer on November 1, 2024, was Executive Vice President, Global Head of Strategy, M&A and Partnerships since February 28, 2022, and prior to that was Executive Vice President, Global Head of Corporate Development & Strategic Alliances at IHS Markit since January 2018. Mr.
Moore , prior to becoming Executive Vice President, Chief Client Officer in November 2024, was Executive Vice President, Global Head of Strategy, M&A and Partnerships since February 2022, and prior to that was Executive Vice President, Global Head of Corporate Development & Strategic Alliances at IHS Markit since January 2018. Mr.
Item 4. Mine Safety Disclosures Not applicable. 26 Table of Contents Information about our Executive Officers The following individuals are the executive officers of the Company: Name Age Position Martina L. Cheung 49 President and Chief Executive Officer Eric W. Aboaf 60 Executive Vice President, Chief Financial Officer (effective Feb. 19, 2025) Christopher F.
Item 4. Mine Safety Disclosures Not applicable. 30 Table of Contents Information about our Executive Officers The following individuals are the executive officers of the Company: Name Age Position Martina L. Cheung 50 President and Chief Executive Officer Eric W. Aboaf 61 Executive Vice President, Chief Financial Officer Christopher F.
Aboaf is joining S&P Global from State Street Corporation, where he has served as Chief Financial Officer since 2016 and as Vice Chairman since 2022. Ms.
Aboaf joined S&P Global from State Street Corporation, where he joined as Executive Vice President in December 2016, and served as Executive Vice President and Chief Financial Officer since February 2017 and as Vice Chairman since May 2022. Ms.
Twomey , prior to becoming Senior Vice President, Chief Communications Officer on November 1, 2024, was Global Head of Communications for S&P Global since January 2024, was Vice President, Head of Communications for S&P Global Ratings and S&P Global Sustainable1 since March 2020, was Head of Enterprise Communications for S&P Global since January 2019, was Head of Technology Communications for S&P Global since April 2018, and was Head of External Communications for S&P Global Market Intelligence since September 2015 when she joined the Company through the acquisition of SNL Financial. 28 Table of Contents PART II
Twomey , prior to becoming Senior Vice President, Chief Communications Officer in November 2024, was Global Head of Communications for S&P Global since January 2024, and was Vice President, Head of Communications for S&P Global Ratings and S&P Global Sustainable1 since March 2020. 32 Table of Contents PART II
Craig 51 Interim Chief Financial Officer Market Intelligence Saugata Saha 49 President, S&P Global Market Intelligence & Chief Enterprise Data Officer, S&P Global Ratings Yann Le Pallec 56 President, S&P Global Ratings Commodity Insights Mark Eramo 61 Co-President, S&P Global Commodity Insights David Ernsberger 50 Co-President, S&P Global Commodity Insights Mobility Edouard Tavernier 51 President, S&P Global Mobility Indices Dan Draper 56 Chief Executive Officer, S&P Dow Jones Indices S&P Global Functions Girish Ganesan 44 Executive Vice President, Chief People Officer Steven J.
Craig 52 Senior Vice President, Chief Accounting Officer Market Intelligence Saugata Saha 50 President, S&P Global Market Intelligence & Chief Enterprise Data Officer, S&P Global Ratings Yann Le Pallec 57 President, S&P Global Ratings Energy David Ernsberger 51 President, S&P Global Energy Mobility William Eager 55 President, S&P Global Mobility Indices Catherine Clay 58 Chief Executive Officer, S&P Dow Jones Indices S&P Global Functions Girish Ganesan 45 Executive Vice President, Chief People Officer Steven J.
Kemps 60 Executive Vice President, Chief Legal Officer S. Swamy Kocherlakota 58 Executive Vice President, Chief Digital Solutions Officer Sally Moore 49 Executive Vice President, Chief Client Officer Christina Twomey 44 Senior Vice President, Chief Communications Officer Mr. Aboaf will begin serving as Executive Vice President, Chief Financial Officer on February 19, 2025. Mr.
Kemps 61 Executive Vice President, Chief Legal Officer Sally Moore 50 Executive Vice President, Chief Client Officer Christina Twomey 45 Senior Vice President, Chief Communications Officer Mr. Aboaf has served as Executive Vice President, Chief Financial Officer since February 2025. Mr.
Kemps , prior to becoming Executive Vice President, Chief Legal Officer, served as Executive Vice President, General Counsel since August 2016 at S&P Global. Mr.
Kemps , prior to becoming Executive Vice President, Chief Legal Officer in October 2021, served as Executive Vice President, General Counsel since August 2016. 31 Table of Contents Mr. Le Pallec , prior to becoming President of S&P Global Ratings in November 2024, was Executive Managing Director, Head of Global Ratings Services for S&P Global Ratings since April 2017. Ms.
Mr. Craig has served as Interim Chief Financial Officer since February 12, 2024 and he will continue serving in this role until Mr. Aboaf assumes the role. Mr. Craig currently also serves as Senior Vice President, Controller and Chief Accounting Officer. Prior to becoming the Company's Senior Vice President, Controller and Chief Accounting Officer on September 7, 2018, Mr.
Craig has served as Senior Vice President, Chief Accounting Officer since September 2018 and has also led Enterprise Business Services since June 2025. Mr. Craig also served as Interim Chief Financial Officer from February 2024 to February 2025. Mr.
Saha , prior to becoming President of S&P Global Market Intelligence and Chief Enterprise Data Officer of S&P Global, was President of S&P Global Commodity Insights (then known as S&P Global Platts) since January of 2021, was Chief Financial Officer for S&P Global Platts and S&P Global Market Intelligence since October 2018, was Senior Vice President, Financial Planning & Analyses and Corporate Strategy for S&P Global since August 2017, was Senior Managing Director, Head of M&A Integration and Strategic Initiatives for S&P Global since August 2015, and was Managing Director, Global Strategy and Business Development for S&P Global Ratings since he joined the Company in April 2014.
Saha , prior to becoming President of S&P Global Market Intelligence and Chief Enterprise Data Officer of S&P Global, was President of S&P Global Energy (then known as S&P Global Platts) since January 2021. Ms.
Mr. Tavernier , prior to becoming President, S&P Global Mobility on February 28, 2022, was Executive Vice President, Head of Transportation for IHS Markit since December 2019, and was Senior Vice President, Transportation for IHS Markit since 2016. Ms.
Eager , prior to becoming President, S&P Global Mobility in August 2025, was Chief Executive Officer of CARFAX since December 2021, and prior to that was Vice President of CARFAX’s Dealer Business for 17 years. Mr.
Removed
Craig served as Vice President, Assistant Controller of the Company, and prior to that as Senior Director, Technical Accounting and Policy. Mr. Craig joined the Company in 2010. Mr.
Added
Ms. Clay has served as Chief Executive Officer of S&P Dow Jones Indices since November 2025. Ms. Clay joined S&P Global from Cboe Global Markets, Inc., where she served as Executive Vice President, Global Head of Derivatives since October 2023, and prior to that as Executive Vice President, Global Head of Cboe Data Vantage since March 2021. Mr.
Removed
Draper , prior to becoming Chief Executive Officer at S&P Dow Jones Indices on June 15, 2020, served as Managing Director & Global Head of Exchange Traded Funds at Invesco Distributors Inc. since June 2013. Mr.
Removed
Eramo , prior to becoming co-President of S&P Global Commodity Insights on November 1, 2024, was Head of Fuels, Chemicals & Resource Solutions for S&P Global Commodity Insights since February 2022, was Senior Vice President, in downstream market services for IHS Markit since March 2021, and was Vice President downstream market services for IHS Markit since October 2019. Mr.
Removed
Kocherlakota , prior to becoming Executive Vice President, Chief Digital Solutions Officer on December 12, 2023, was Executive Vice President, Chief Information Officer since January 13, 2020, was Chief Information Officer since January 1, 2018, and was Global Head of Infrastructure & Cloud and Enterprise Services since July 2017. Mr.
Removed
Le Pallec , prior to becoming President of S&P Global Ratings on November 1, 2024, was Executive Managing Director, Head of Global Ratings Services for S&P Global Ratings since April 2017, was Executive Managing Director, Global Head of Corporate Ratings for S&P Global Ratings since April 2016, was Executive Managing Director, Head of EMEA Ratings for S&P Global Ratings since December 2011, was Managing Director, Head of EMEA Corporate and Government Ratings for S&P Global Ratings since August 2010, was Managing Director, Head of EMEA Government and Insurance Ratings for S&P Global Ratings since July 2009, was Managing Director, Head of EMEA Insurance Ratings for S&P Global Ratings since April 2005, was Director, Head of Paris and Frankfurt Insurance Ratings for S&P Global Ratings since October 2003, was Director, previously Associate Director, Paris Insurance Ratings for S&P Global Ratings since he joined the Company in December 1999.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

218 edited+58 added−56 removed139 unchanged
Biggest changeThe table below reconciles segment operating profit to total operating profit: (in millions) Year ended December 31, % Change 2024 2023 2022 ’24 vs ’23 ’23 vs ’22 Market Intelligence 1 $ 875 $ 714 $ 2,488 22% (71)% Ratings 2 2,707 1,864 1,672 45% 11% Commodity Insights 3 845 704 591 20% 19% Mobility 4 312 260 213 20% 22% Indices 5 1,103 925 927 19% —% Engineering Solutions 6 — 19 15 N/M 24% Total segment operating profit 5,842 4,486 5,906 30% (24)% Corporate Unallocated expense 7 (305) (502) (989) 39% 49% Equity in Income on Unconsolidated Subsidiaries 8 43 36 27 20% 33% Total operating profit $ 5,580 $ 4,020 $ 4,944 39% (19)% N/M - Represents a change equal to or in excess of 100% or not meaningful 1 2024 includes employee severance charges of $77 million, gain on dispositions of $59 million, IHS Markit merger costs of $36 million, a net acquisition-related benefit of $12 million and Executive Leadership Team transition costs of $3 million. 2023 includes employee severance charges of $90 million, acquisition-related costs of $69 million, IHS Markit merger costs of $49 million, a gain on disposition of $46 million, an asset impairment of $5 million and an asset write-off of $1 million. 2022 includes a gain on disposition of $1.8 billion, employee severance charges of $90 million, IHS Markit merger costs of $35 million and acquisition-related costs of $2 million. 2024, 2023 and 2022 include amortization of intangibles from acquisitions of $591 million, $561 million and $474 million, respectively. 2 2024 includes legal settlement costs of $20 million, a statutorily required bonus accrual adjustment of $6 million and employee severance charges of $5 million. 2023 includes employee severance charges of $10 million and an asset impairment of $1 million. 2022 includes employee severance charges of $24 million, legal costs of $5 million and an asset write-off of $1 million. 2024, 2023 and 2022, include amortization of intangibles from acquisitions of $14 million, $8 million and $7 million, respectively. 3 2024 includes IHS Markit merger costs of $14 million, employee severance charges of $13 million, asset write-offs of $1 million and disposition-related costs of $1 million. 2023 includes IHS Markit merger costs of $35 million, employee severance charges of $26 million and acquisition-related costs of $2 million. 2022 includes employee severance charges of $45 million and IHS Markit merger costs of $26 million. 2024, 2023 and 2022 include amortization of intangibles from acquisitions of $130 million, $131 million and $111 million, respectively. 4 2024 includes employee severance charges of $7 million, IHS Markit merger costs of $4 million, acquisition-related costs of $2 million and a liability write-off of $1 million. 2023 includes employee severance charges of $9 million, IHS Markit merger costs of $3 million and acquisition-related costs of $2 million. 2022 includes an acquisition-related benefit of $14 million, employee severance charges of 42 Table of Contents $4 million and IHS Markit merger costs of $3 million. 2024, 2023 and 2022 include amortization of intangibles from acquisitions of $303 million, $301 million and $241 million, respectively. 5 2024 includes IHS Markit merger costs of $4 million, a loss on disposition of $1 million and employee severance charges of $1 million. 2023 includes employee severance charges of $5 million, a gain on disposition of $4 million and IHS Markit merger costs of $4 million. 2022 includes a gain on disposition of $52 million, employee severance charges of $14 million and IHS Markit merger costs of $2 million. 2024, 2023 and 2022 include amortization of intangibles from acquisitions of $36 million, $36 million and $31 million, respectively. 6 2023 includes amortization of intangibles from acquisitions of $1 million. 2 022 includes employee severance charges of $4 million and amortization of intangibles from acquisitions of $35 million. 7 2024 includes IHS Markit merger costs of $75 million, employee severance charges of $24 million, acquisition-related costs of $8 million, disposition-related costs of $8 million, Executive Leadership Team transition costs of $5 million, gain on disposition of $2 million, lease impairments of $1 million and an asset write-off of $1 million. 2023 includes IHS Markit merger costs of $147 million, a loss on disposition of $120 million, employee severance charges of $43 million, disposition-related costs of $24 million, lease impairments of $14 million and acquisition-related costs of $4 million. 2022 includes IHS Markit merger costs of $553 million, a S&P Foundation grant of $200 million, employee severance charges of $107 million, disposition-related costs of $24 million, a gain on acquisition of $10 million, an asset impairment of $9 million, acquisition-related costs of $8 million, lease impairments of $5 million and an asset write-off of $3 million. 2024, 2023 and 2022 include amortization of intangibles from acquisitions of $3 million, $3 million and $4 million, respectively. 8 2023 includes an asset impairment of $2 million. 2024, 2023 and 2022 includes amortization of intangibles from acquisitions of $56 million, $56 million and $55 million, respectively. 2024 Segment Operating Profit — Segment operating profit increased 30% as compared to 2023.
Biggest changeThe table below reconciles segment operating profit to total operating profit: (in millions) Year ended December 31, % Change 2025 2024 2023 ’25 vs ’24 ’24 vs ’23 Market Intelligence 1 $ 991 $ 875 $ 714 13% 22% Ratings 2 3,013 2,707 1,864 11% 45% Energy 3 943 845 704 12% 20% Mobility 4 378 312 260 21% 20% Indices 5 1,271 1,103 925 15% 19% Engineering Solutions 6 — — 19 N/M N/M Total segment operating profit 6,596 5,842 4,486 13% 30% Corporate Unallocated expense 7 (146) (305) (502) 52% 39% Equity in Income on Unconsolidated Subsidiaries 8 28 43 36 (35)% 20% Total operating profit $ 6,478 $ 5,580 $ 4,020 16% 39% N/M - Represents a change equal to or in excess of 100% or not meaningful 1 2025 includes employee severance charges of $56 million, acquisition-related costs of $21 million, disposition-related costs of $10 million, Executive Leadership Team transition costs of $5 million, a statutorily required labor law accrual adjustment of $3 million and a gain on disposition of $3 million. 2024 includes employee severance charges of $77 million, gain on dispositions of $59 million, IHS Markit merger costs of $36 million, a net acquisition-related benefit of $12 million and Executive Leadership Team transition costs of $3 million. 2023 includes employee severance charges of $90 million, acquisition-related costs of $69 million, IHS Markit merger costs of $49 million, a gain on disposition of $46 million, an asset impairment of $5 million and an asset write-off of $1 million. 2025, 2024 and 2023 include amortization of intangibles from acquisitions of $588 million, $591 million and $561 million, respectively. 2 2025 includes legal costs of $42 million and employee severance charges of $17 million. 2024 includes legal costs of $20 million, a statutorily required bonus accrual adjustment of $6 million and employee severance charges of $5 million. 2023 includes employee severance charges of $10 million and an asset impairment of $1 million. 2025, 2024 and 2023, include amortization of intangibles from acquisitions of $6 million, $14 million and $8 million, respectively. 3 2025 includes employee severance charges of $19 million and a statutorily required labor law accrual adjustment of $1 million. 2024 includes IHS Markit merger costs of $14 million, employee severance charges of $13 million, asset write-offs of $1 million and disposition-related costs of $1 million. 2023 includes IHS Markit merger costs of $35 million, employee severance charges of $26 million and acquisition-related costs of $2 million. 2025, 2024 and 2023 include amortization of intangibles from acquisitions of $130 million, $130 million and $131 million, respectively. 4 2025 includes employee severance charges of $15 million, disposition-related costs of $7 million, Executive Leadership Team transition benefit of $4 million and a legal settlement recovery of $3 million. 2024 includes employee severance charges of $7 million, IHS Markit merger costs of $4 million, acquisition-related costs of $2 million and a liability write-off of $1 million. 2023 includes employee severance charges of $9 million, IHS Markit merger costs of $3 million and acquisition-related costs of $2 million. 2025, 2024 and 2023 include amortization of intangibles from acquisitions of $303 million, $303 million and $301 million, respectively. 5 2025 includes employee severance charges of $4 million and acquisition-related costs of $1 million. 2024 includes IHS Markit merger costs of $4 million, a loss on disposition of $1 million and employee severance charges of $1 million. 2023 includes employee severance charges of $5 million, a gain on disposition of $4 million and IHS Markit merger costs of $4 million. 2025, 2024 and 2023 include amortization of intangibles from acquisitions of $37 million, $36 million and $36 million, respectively. 6 2023 includes amortization of intangibles from acquisitions of $1 million. 7 2025 includes a gain on disposition of $270 million, disposition-related costs of $74 million, acquisition-related costs of $25 million, employee severance charges of $47 million, Executive Leadership Team transition costs of $41 million, lease impairments of $21 million, legal costs of $6 million, a statutorily required labor law accrual adjustment of $5 million and an asset write-off of $1 million. 2024 includes IHS Markit merger costs of $75 million, employee severance charges of $24 million, acquisition-related costs of $8 million, disposition-related costs of $8 million, Executive Leadership Team transition costs of $5 million, gain on disposition of $2 million, lease impairments of $1 million and an asset write-off of $1 million. 2023 includes IHS Markit merger costs of $147 million, a loss on disposition of $120 million, employee severance charges of $43 million, disposition-related costs of $24 million, lease 45 Table of Contents impairments of $14 million and acquisition-related costs of $4 million. 2025, 2024 and 2023 include amortization of intangibles from acquisitions of $4 million, $3 million and $3 million, respectively. 8 2023 includes an asset impairment of $2 million. 2025, 2024 and 2023 includes amortization of intangibles from acquisitions of $41 million, $56 million and $56 million, respectively. 2025 Segment Operating Profit — Segment operating profit increased 13% as compared to 2024.
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers.
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the energy and commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers.
(Gain) Loss on Dispositions, net During the year ended December 31, 2024, we completed the following dispositions that resulted in a pre-tax gain of $59 million, which was included in (Gain) loss on dispositions, net in the consolidated statement of income: • In November of 2024, we recorded a pre-tax gain of $38 million ($27 million after-tax) in (Gain) loss on dispositions, net in the consolidated statements of income related to the sale of the PrimeOne business in our Market Intelligence segment. • In August of 2024, we recorded a pre-tax gain of $21 million ($12 million after-tax) in (Gain) loss on dispositions, net in the consolidated statements of income related to the sale of Fincentric in our Market Intelligence segment.
During the year ended December 31, 2024, we completed the following dispositions that resulted in a pre-tax gain of $59 million, which was included in (Gain) loss on dispositions, net in the consolidated statement of income: • In November of 2024, we recorded a pre-tax gain of $38 million ($27 million after-tax) in (Gain) loss on dispositions, net in the consolidated statements of income related to the sale of the PrimeOne business in our Market Intelligence segment. • In August of 2024, we recorded a pre-tax gain of $21 million ($12 million after-tax) in (Gain) loss on dispositions, net in the consolidated statements of income related to the sale of Fincentric in our Market Intelligence segment.
Interest Expense, net Interest expense, net decreased $37 million in 2024 compared to 2023 primarily due to a benefit from our net investment hedge program, reduced expense related to commercial paper borrowings in 2024 and higher interest income from invested cash.
Interest expense, net decreased $37 million in 2024 compared to 2023 primarily due to a benefit from our net investment hedge program, reduced expense related to commercial paper borrowings in 2024 and higher interest income from invested cash.
Legal and Regulatory Environment Certain types of information that our Mobility business collects, compiles, stores, uses, transfers, publishes and/or sells is subject to laws and regulations in various jurisdictions in which it operates. There is an increasing public concern regarding, and resulting regulations of, privacy, data, and consumer protection issues.
Legal and Regulatory Environment Certain types of information that our Mobility business collects, compiles, stores, uses, transfers, publishes and/or sells is subject to laws and regulations in various jurisdictions in which it operates. There is an increasing public concern regarding, and resulting increasing regulations of, privacy, data, and consumer protection issues.
Cash used for investing activities was $0.3 billion for 2024 compared to cash provided by investing activities of $0.6 billion for 2023, primarily due to higher cash proceeds received in 2023 related to the disposition of Engineering Solutions.
Cash used for investing activities was $0.3 billion in 2024 compared to cash provided by investing activities of $0.6 billion in 2023, primarily due to higher cash proceeds received in 2023 related to the disposition of Engineering Solutions.
We disclose an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may have been incurred. Redeemable Noncontrolling Interest The fair value component of the redeemable noncontrolling interest in Indices business is based on a combination of an income and market valuation approach.
We disclose an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may have been incurred. Redeemable Noncontrolling Interest The fair value component of the redeemable noncontrolling interest in the Indices business is based on a combination of an income and market valuation approach.
Excluding the impact of a gain on dispositions in 2024 compared to a loss on dispositions, net in 2023 of 7 percentage points, higher IHS Markit merger costs in 2023 of 5 percentage points, a net acquisition-related benefit in 2024 compared to acquisition-related costs in 2023 of 4 percentage points, higher employee severance charges in 2023 of 3 percentage points, higher disposition-related costs in 2023 of 1 percentage point and higher lease impairments in 2023 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2024 of 2 percentage points and legal settlement costs in 2024 of 1 percentage point, operating profit increased 21%.
Excluding the impact of a gain on dispositions in 2024 compared to a loss on dispositions, net in 2023 of 7 percentage points, higher IHS Markit merger costs in 2023 of 5 percentage points, a net acquisition-related benefit in 2024 compared to acquisition-related costs in 2023 of 4 percentage points, higher employee severance charges in 2023 of 3 percentage points, higher disposition-related costs in 2023 of 1 percentage point and higher lease impairments in 2023 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2024 of 2 percentage points and legal costs in 2024 of 1 percentage point, operating profit increased 21%.
Excluding the impact of a net acquisition-related benefit in 2024 compared to acquisition-related costs in 2023 of 7 percentage points, higher employee severance costs in 2023 of 3 percentage points, higher IHS Markit merger costs in 2023 of 3 percentage points, a higher gain on dispositions in 2024 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2024 of 3 percentage points, legal settlement costs in 2024 of 2 percentage points and a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, segment operating profit increased 22%.
Excluding the impact of a net acquisition-related benefit in 2024 compared to acquisition-related costs in 2023 of 7 percentage points, higher employee severance costs in 2023 of 3 percentage points, higher IHS Markit merger costs in 2023 of 3 percentage points, a higher gain on dispositions in 2024 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2024 of 3 percentage points, legal costs in 2024 of 2 percentage points and a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, segment operating profit increased 22%.
Market Intelligence competes domestically and internationally based on a number of factors, including the quality and range of its data, analytical capabilities, research services, client service, reputation, price, geographic scope, and technological innovation. Market Intelligence is subject to global regulation, particularly in the European Union, the U.K., the U.S. and increasingly so in other jurisdictions.
Market Intelligence competes domestically and internationally based on a number of factors, including the quality and range of its data, analytical capabilities, research services, software services, client service, reputation, price, geographic scope, and technological innovation. Market Intelligence is subject to global regulation, particularly in the European Union, the U.K., the U.S. and increasingly so in other jurisdictions.
Commodity Insights includes the following business lines: • Energy & Resources Data & Insights — includes data, news, insights, and analytics for petroleum, gas, power & renewables, petrochemicals, metals & steel, agriculture, and other commodities; • Price Assessments — includes price assessments and benchmarks, and forward curves; • Upstream Data & Insights — includes exploration & production data and insights, software and analytics; and • Advisory & Transactional Services — includes consulting services, conferences, events and global trading services.
Energy includes the following business lines: • Energy & Resources Data & Insights — includes data, news, insights, and analytics for petroleum, gas, power & renewables, petrochemicals, metals & steel, agriculture, and other commodities; • Price Assessments — includes price assessments and benchmarks, and forward curves; • Upstream Data & Insights — includes exploration & production data and insights, software and analytics; and • Advisory & Transactional Services — includes consulting services, conferences, events and global trading services.
In 2023, selling and general expenses include employee severance charges of $90 million, acquisition-related costs of $69 million, IHS Markit merger costs of $49 million, an asset impairment of $5 million and an asset write-off of $1 million. 2 In 2024, selling and general expenses include legal settlement costs of $20 million, a statutorily required bonus accrual adjustment of $6 million and employee severance charges of $5 million.
In 2023, selling and general expenses include employee severance charges of $90 million, acquisition-related costs of $69 million, IHS Markit merger costs of $49 million, an asset impairment of $5 million and an asset write-off of $1 million. 2 In 2024, selling and general expenses include legal costs of $20 million, a statutorily required bonus accrual adjustment of $6 million and employee severance charges of $5 million.
Mobility’s revenue is generated primarily through the following sources: • Subscription revenue — Mobility’s core information products provide critical information and insights to all global OEMs, most of the world’s leading suppliers, and the majority of North American dealerships. Mobility operates across both the new and used car markets.
Mobility’s revenue is generated primarily through the following sources: • Subscription revenue — Mobility’s core information products provide critical information and insights to all global OEMs, most of the world’s leading suppliers, and the majority of the top North American dealerships. Mobility operates across both the new and used car markets.
Certain laws and regulations to which our Mobility business is subject pertain to personally identifiable information relating to individuals. Such laws and regulations constrain the collection, use, storage, and transfer of personally identifiable information, and impose other obligations with which we must comply.
Certain laws and regulations to which our Mobility business is subject pertain to personally identifiable information relating to individuals. Such laws and regulations constrain the collection, use, processing, storage, and transfer of personally identifiable information, and impose other obligations with which we must comply.
This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities. Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year.
This impact refers to currency comparisons and the remeasurement of monetary assets and liabilities. Currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year.
This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities. Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year.
This impact refers to currency comparisons and the remeasurement of monetary assets and liabilities. Currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year.
We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements: 65 Table of Contents Revenue recognition Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.
We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements: 69 Table of Contents Revenue recognition Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.
The increase in other income, net in 2024 compared to 2023 was primarily due to an increase in net periodic benefit cost in 2024 and gains on our mark-to-market investments in 2024 compared to losses in 2023.
The increase in other (income) expense, net in 2024 compared to 2023 was primarily due to an increase in net periodic benefit cost in 2024 and gains on our mark-to-market investments in 2024 compared to losses in 2023.
The joint venture provides trade processing and risk mitigation operations and incorporates CME Group’s optimization businesses (Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business. The combination is intended to increase operating efficiencies of both the company’s business to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes.
The joint venture provides trade processing and risk mitigation operations and incorporates CME Group’s optimization businesses (Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business. The combination was intended to increase operating efficiencies of both the company’s business to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes.
Specifically, Indices generates revenue from the following sources: • Investment vehicles — asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices’ benchmarks that generate revenue through fees based on assets and underlying funds; 57 Table of Contents • Exchange traded derivatives — generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges; • Index-related licensing fees — fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and • Data and customized index subscription fees — fees from supporting index fund management, portfolio analytics and research.
Specifically, Indices generates revenue from the following sources: • Investment vehicles — asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices’ benchmarks that generate revenue through fees based on assets and underlying funds; • Exchange traded derivatives — generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges; • Index-related licensing fees — fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and • Data and customized index subscription fees — fees from supporting index fund management, portfolio analytics and research.
We incorporate the forecasted impact of future economic conditions into our allowance for doubtful accounts measurement process. In times of economic turmoil, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods. Based on our current outlook these assumptions are not expected to significantly change in 2025.
We incorporate the forecasted impact of future economic conditions into our allowance for doubtful accounts measurement process. In times of economic turmoil, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods. Based on our current outlook these assumptions are not expected to significantly change in 2026.
In determining these reserves, we consider, amongst other factors, the financial condition and risk profile of our customers, areas of specific or concentrated risk as well as applicable industry trends or market indicators. The impact on operating profit for a one percentage point change in the allowance for doubtful accounts is approximately $29 million.
In determining these reserves, we consider, amongst other factors, the financial condition and risk profile of our customers, areas of specific or concentrated risk as well as applicable industry trends or market indicators. The impact on operating profit for a one percentage point change in the allowance for doubtful accounts is approximately $38 million.
Asset linked fees increased at Indices primarily due to higher levels of assets under management for ETFs and mutual funds and higher over-the-counter derivatives revenue. The increase in sales-usage based royalties was driven by higher exchange-traded derivative revenue at Indices and the licensing of our proprietary market data to commodity exchanges at Commodity Insights.
Asset linked fees increased at Indices primarily due to higher levels of assets under management for ETFs and mutual funds and higher over-the-counter derivatives revenue. The increase in sales-usage based royalties was driven by higher exchange-traded derivative revenue at Indices and the licensing of our proprietary market data to commodity exchanges at Energy.
To conduct our operations, our Mobility business also moves data across national borders and consequently can be subject to a variety of evolving and developing laws and regulations regarding privacy, data protection, and data security in an increasing number of jurisdictions. Many jurisdictions have passed laws in this area, such as the U.S.
To conduct our operations, in certain instances, our Mobility business also moves data across national borders and consequently can be subject to a variety of evolving and developing laws and regulations regarding privacy, data protection, and data security in an increasing number of jurisdictions. Many jurisdictions have passed laws in this area, such as the U.S.
Average price paid per share information does not include this accelerated share repurchase transaction. Equity Compensation Plan For information on securities authorized under our equity compensation plans, see Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . Item 6 . [Reserved] 32 Table of Contents Item 7 .
Average price paid per share information does not include this accelerated share repurchase transaction. Equity Compensation Plan For information on securities authorized under our equity compensation plans, see Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . Item 6 . [Reserved] 35 Table of Contents Item 7 .
The MD&A should be read in conjunction with the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K for the year ended December 31, 2024, which have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).
The MD&A should be read in conjunction with the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K for the year ended December 31, 2025, which have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the years ended December 31, 2024 and 2023, respectively.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the years ended December 31, 2025 and 2024, respectively.
See Note 7 – Employee Benefits to our consolidated financial statements for further discussion. 64 Table of Contents RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders.
See Note 7 – Employee Benefits to our consolidated financial statements for further discussion. 68 Table of Contents RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders.
Market Intelligence includes the following business lines: • Desktop — a product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products); • Data & Advisory Solutions — a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms.
Market Intelligence includes the following business lines: • Data, Analytics & Insights — a desktop product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products) and a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms.
Excluding the impact of higher employee severance charges in 2023 of 19 percentage points, a liability write-off in 2024 of 4 percentage points and higher acquisition-related costs in 2023 of 4 percentage points, partially offset by higher amortization of intangibles in 2024 of 8 percentage points and higher IHS Markit merger costs in 2024 of 8 percentage points, operating profit increased 9% driven by revenue growth, partially offset by higher compensation costs driven by annual merit increases, higher incentives, an increase in strategic investments and expenses associated with the acquisition of Market Scan.
Excluding the impact of higher employee severance charges in 2023 of 19 percentage points, a liability write-off in 2024 of 4 percentage points and higher acquisition-related costs in 2023 of 4 percentage points, partially 60 Table of Contents offset by higher amortization of intangibles in 2024 of 8 percentage points and higher IHS Markit merger costs in 2024 of 8 percentage points, operating profit increased 9% driven by revenue growth, partially offset by higher compensation costs driven by annual merit increases, higher incentives, an increase in strategic investments and expenses associated with the acquisition of Market Scan.
For a further discussion of the legal and regulatory environment in our Ratings business, see Note 13 – Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data , in this Annual Report on Form 10-K.
For a further discussion of the legal and regulatory environment in our Energy business, see Note 13 – Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.
For a further discussion of the legal and regulatory environment in our Mobility business, see Note 13 – Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data , in this Annual Report on Form 10-K.
For a further discussion of the legal and regulatory environment in our Indices business, see Note 13 – Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.
We have not entered into any derivative financial instruments for speculative purposes. See Note 6 – Derivative Instruments to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further discussion. 69 Table of Contents
We have not entered into any derivative financial instruments for speculative purposes. See Note 6 – Derivative Instruments to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further discussion. 73 Table of Contents
Segment Review Market Intelligence Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions. Market Intelligence’s portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.
Segment Review Market Intelligence 47 Table of Contents Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions. Market Intelligence’s portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.
Supplemental Guarantor Financial Information The senior notes described below were issued by S&P Global Inc. and are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company. • On August 22, 2024, S&P Global Inc. issued $746 million of 5.25% Senior Notes due 2033 that have been registered with the SEC and guaranteed by Standard & Poor’s Financial Services LLC in exchange for unregistered senior notes of like principal amounts and terms that were originally issued on September 12, 2023. • On March 1, 2023, S&P Global Inc. issued new senior notes that have been registered with the SEC and guaranteed by Standard & Poor’s Financial Services LLC in exchange for the following series of unregistered senior notes of like 62 Table of Contents principal amount and terms: • $700 million of 4.75% Senior Notes due 2028 that were originally issued on March 2, 2022; • $921 million of 4.25% Senior Notes due 2029 that were originally issued on March 2, 2022; • $1,237 million of 2.45% Senior Notes due 2027 that were originally issued on March 18, 2022; • $1,227 million of 2.70% Sustainability-Linked Senior Notes due 2029 that were originally issued on March 18, 2022; • $1,492 million of 2.90% Senior Notes due 2032 that were originally issued on March 18, 2022; • $974 million of 3.70% Senior Notes due 2052 that were originally issued on March 18, 2022; and • $500 million of 3.90% Senior Notes due 2062 that were originally issued on March 18, 2022. • On August 13, 2020, we issued $600 million of 1.25% senior notes due in 2030 and $700 million of 2.3% senior notes due in 2060. • On November 26, 2019, we issued $500 million of 2.5% senior notes due in 2029 and $600 million of 3.25% senior notes due in 2049. • On May 17, 2018, we issued $500 million of 4.5% senior notes due in 2048. • On September 22, 2016, we issued $500 million of 2.95% senior notes due in 2027. • On November 2, 2007 we issued $400 million of 6.55% Senior Notes due 2037.
Supplemental Guarantor Financial Information The senior notes described below were issued by S&P Global Inc. and are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company. • On December 1, 2025, S&P Global Inc. issued $600 million of 4.25% Senior notes due 2031 and $400 million of 4.80% Senior notes due 2035. • On August 22, 2024, S&P Global Inc. issued $746 million of 5.25% Senior Notes due 2033 that have been registered with the SEC and guaranteed by Standard & Poor’s Financial Services LLC in exchange for unregistered senior notes of like principal amounts and terms that were originally issued on September 12, 2023. • On March 1, 2023, S&P Global Inc. issued new senior notes that have been registered with the SEC and guaranteed by Standard & Poor’s Financial Services LLC in exchange for the following series of unregistered senior notes of like principal amount and terms: • $700 million of 4.75% Senior Notes due 2028 that were originally issued on March 2, 2022; 66 Table of Contents • $921 million of 4.25% Senior Notes due 2029 that were originally issued on March 2, 2022; • $1,237 million of 2.45% Senior Notes due 2027 that were originally issued on March 18, 2022; • $1,227 million of 2.70% Sustainability-Linked Senior Notes due 2029 that were originally issued on March 18, 2022; • $1,492 million of 2.90% Senior Notes due 2032 that were originally issued on March 18, 2022; • $974 million of 3.70% Senior Notes due 2052 that were originally issued on March 18, 2022; and • $500 million of 3.90% Senior Notes due 2062 that were originally issued on March 18, 2022. • On August 13, 2020, we issued $600 million of 1.25% senior notes due in 2030 and $700 million of 2.3% senior notes due in 2060. • On November 26, 2019, we issued $500 million of 2.5% senior notes due in 2029 and $600 million of 3.25% senior notes due in 2049. • On May 17, 2018, we issued $500 million of 4.5% senior notes due in 2048. • On September 22, 2016, we issued $500 million of 2.95% senior notes due in 2027. • On November 2, 2007 we issued $400 million of 6.55% Senior Notes due 2037.
All four business lines contributed to revenue growth in 2024 with the Price Assessments, Energy & Resources Data & Insights and Advisory & Transactional Services businesses being the most significant drivers, followed by the Upstream Data & Insights business. Foreign exchange rates had an unfavorable impact of less than 1 percentage point. Operating profit increased 20%.
All four business lines contributed to revenue growth in 2024 with the Price Assessments, Energy & Resources Data & Insights and Advisory & Transactional Services businesses being the most significant drivers, followed by the Upstream Data & Insights business. Foreign exchange rates had an unfavorable impact of less than 1 percentage point. 57 Table of Contents Operating profit increased 20%.
Equity in Income on Unconsolidated Subsidiaries — The Company holds an investment in a 50/50 joint venture arrangement with shared control with CME Group that combined each of the company’s post-trade services into a new joint venture, OSTTRA.
Equity in Income on Unconsolidated Subsidiaries — The Company held an investment in a 50/50 joint venture arrangement with shared control with CME Group that combined each of the company’s post-trade services into a new joint venture, OSTTRA.
Expected employer contributions in 2025 are $11 million and $2 million for our retirement and postretirement plans, respectively. In 2025, we may elect to make additional non-required contributions depending on investment performance and the pension plan status.
Expected employer contributions in 2026 are $11 million and $2 million for our retirement and postretirement plans, respectively. In 2026, we may elect to make additional non-required contributions depending on investment performance and the pension plan status.
The acquisition further enhances our S&P Capital IQ Pro platform and other workflow solutions to provide the industry with leading visualization capabilities. The acquisition of ChartIQ is not material to our consolidated financial statements. In January of 2023, we completed the acquisition of TruSight Solutions LLC (“TruSight”) a provider of third-party vendor risk assessments.
The acquisition further enhances our S&P Capital IQ Pro 48 Table of Contents platform and other workflow solutions to provide the industry with leading visualization capabilities. The acquisition of ChartIQ is not material to our consolidated financial statements. In January of 2023, we completed the acquisition of TruSight Solutions LLC (“TruSight”) a provider of third-party vendor risk assessments.
The acquisition of TruSight is not material to our consolidated financial statements. 45 Table of Contents In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) that resulted in a pre-tax gain of $46 million ($34 million after-tax) which was included in (Gain) loss on dispositions, net in the consolidated statements of income.
The acquisition of TruSight is not material to our consolidated financial statements. In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) that resulted in a pre-tax gain of $46 million ($34 million after-tax) which was included in (Gain) loss on dispositions, net in the consolidated statements of income.
Excluding the impact of a loss on disposition in 2024 compared to a gain on disposition in 2023 of 4 percentage points, partially offset by higher employee severance charges in 2023 of 3 percentage points, operating profit increased 18% due to revenue growth partially offset by higher compensation costs driven by annual merit increases, 58 Table of Contents higher incentives and an increase in strategic investments.
Excluding the impact of a loss on disposition in 2024 compared to a gain on disposition in 2023 of 4 percentage points, partially offset by higher employee severance charges in 2023 of 3 percentage points, operating profit increased 18% due to revenue growth partially offset by higher compensation costs driven by annual merit increases, higher incentives and an increase in strategic investments.
These laws and regulations are increasing in complexity and number, change frequently, and increasingly conflict among the various countries in which our Mobility business operates, which has resulted in greater compliance risk and cost for us.
These laws and regulations are increasing in complexity and number, change frequently, and increasingly conflict among the various jurisdictions in which our Mobility business operates, which has resulted in greater compliance risk and cost for us.
Commodity Insights has obtained authorization and is now supervised by the Dutch Authority for the Financial Markets in the Netherlands under the EU Benchmark Regulation, and it will likely need to take similar steps in other jurisdictions including the United Kingdom when the transitional period under the EU Benchmark Regulation (and its equivalent under the U.K.
Energy has obtained authorization and is now supervised by the Dutch Authority for the Financial Markets in the Netherlands under the EU Benchmark Regulation, and it will likely need to take similar steps in other jurisdictions including the United Kingdom when the transitional period under the EU Benchmark Regulation (and its equivalent under the U.K.
For 2024, based on our qualitative assessments, we determined that it is more likely than not that our reporting units’ fair values were greater than their respective carrying amounts. 66 Table of Contents Indefinite-Lived Intangible Assets We evaluate the recoverability of indefinite-lived intangible assets by first performing a qualitative analysis evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived asset is impaired.
For 2025, based on our qualitative assessments, we determined that it is more likely than not that our reporting units’ fair values were greater than their respective carrying amounts. 70 Table of Contents Indefinite-Lived Intangible Assets We evaluate the recoverability of indefinite-lived intangible assets by first performing a qualitative analysis evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived asset is impaired.
Revenue at Commodity Insights was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024. Revenue at Mobility was favorably impacted by the acquisition of Market Scan in February of 2023. See “Segment Review” below for further information. The favorable impact of foreign exchange rates increased revenue by less than 1 percentage point.
Revenue at Energy was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024. Revenue at Mobility was favorably impacted by the acquisition of Market Scan in February of 2023. See “Segment Review” below for further information. The favorable impact of foreign exchange rates increased revenue by less than 1 percentage point.
The public portions of the current version of S&P Global Ratings’ Form NRSRO are available on S&P Global Ratings’ website. European Union In the European Union ("EU"), the credit rating industry is registered and supervised through a pan-European regulatory framework which is a compilation of three sets of legislative actions.
The public portions of the current version of S&P Global Ratings’ Form NRSRO are available on S&P Global Ratings’ website. 54 Table of Contents European Union In the European Union ("EU"), the credit rating industry is registered and supervised through a pan-European regulatory framework which is a compilation of three sets of legislative actions.
Excluding the impact of a loss on disposition in 2023 of 8 percentage points, higher IHS Markit merger costs in 2023 of 5 percentage points, higher employee severance costs in 2023 of 1 percentage points, higher lease impairments in 2023 of 1 percentage point and higher disposition-related costs in 2023 of 1 percentage point, Corporate Unallocated expense increased 23% primarily due to higher incentives and compensation costs.
Excluding the impact of a loss on disposition in 2023 of 8 percentage points, higher IHS Markit merger 46 Table of Contents costs in 2023 of 5 percentage points, higher employee severance costs in 2023 of 1 percentage point, higher lease impairments in 2023 of 1 percentage point and higher disposition-related costs in 2023 of 1 percentage point, Corporate Unallocated expense increased 23% primarily due to higher incentives and compensation costs.
Any of these proceedings, investigations or inquiries (including market studies) could ultimately result in adverse judgments, damages, fines, penalties, activity restrictions or negative impacts on our cash flow, which could adversely impact our consolidated financial condition, cash flows, business or competitive position. U.S.
Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties, activity restrictions or negative impacts on our cash flow, which could adversely impact our consolidated financial condition, cash flows, business or competitive position. U.S.
We performed our impairment assessment of goodwill and indefinite-lived intangible assets and concluded that no impairment existed for the years ended December 31, 2024, 2023 and 2022.
We performed our impairment assessment of goodwill and indefinite-lived intangible assets and concluded that no impairment existed for the years ended December 31, 2025, 2024 and 2023.
Our operations consist of five businesses: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Commodity Insights (“Commodity Insights”), S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”). • Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions. • Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks. • Commodity Insights is a leading independent provider of information and benchmark prices for the commodity and energy markets. • Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies. • Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
Our operations consist of five businesses: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Energy (“Energy”), S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”). • Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions. • Ratings is an independent provider of credit ratings, research and analytics. • Energy is a leading independent provider of information and benchmark prices for the energy and commodity markets. • Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies. • Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
Other laws, regulations and rules are being adopted or considered or are likely to be considered in the future that may impact Commodity Insights, for example regulatory oversight regimes for ESG ratings providers such as the EU regulation on the transparency and integrity of ESG rating activities that was adopted by the European Parliament and Council in November 2024 (the "EU ESG Ratings Regulation").
Other laws, regulations and rules are being adopted, amended or considered or are likely to be considered in the future that may impact Energy, for example regulatory oversight regimes for ESG ratings providers such as the EU regulation on the transparency and integrity of ESG rating activities that was adopted by the European Parliament and Council in November 2024 (the "EU ESG Ratings Regulation").
The EU ESG Ratings Regulation will start applying mid-2026 and could impose new regulatory requirements regarding some of Ratings' ancillary and other services. 51 Table of Contents The financial services industry is subject to the potential for increased regulation in the EU.
The EU ESG Ratings Regulation will start applying mid-2026 and could impose new regulatory requirements regarding some of Ratings' ancillary and other services. The financial services industry is subject to the potential for increased regulation in the EU.
The increase was primarily due to revenue growth partially offset by higher compensation costs driven by annual merit increases, higher incentives, investment in strategic initiatives and expenses associated with the acquisition of World Hydrogen Leaders.
The increase was primarily due to revenue growth and decreased incentives, partially offset by higher compensation costs driven by annual merit increases and additional headcount, investment in strategic initiatives and expenses associated with the acquisition of World Hydrogen Leaders.
Returns assume $100 invested on December 31, 2019 and total return includes reinvestment of dividends through December 31, 2024. Dividends We expect to continue our policy of paying regular cash dividends, although there is no assurance as to future dividend payments because they depend on future earnings, capital requirements and our financial condition.
Returns assume $100 invested on December 31, 2020 and total return includes reinvestment of dividends through December 31, 2025. Dividends We expect to continue our policy of paying regular cash dividends, although there is no assurance as to future dividend payments because they depend on future earnings, capital requirements and our financial condition.
The acquisition is part of our Commodity Insight’s segment and complements Commodity Insights global conference business and provides customers with full coverage of the hydrogen and derivative value chain alongside Energy Transition and Sustainability solutions, including hydrogen price assessments, emission factors and market research. The acquisition of World Hydrogen Leaders is not material to our consolidated financial statements.
The acquisition is part of our Energy segment and complements Energy's global conference business and provides customers with full coverage of the hydrogen and derivative value chain alongside Energy Transition and Sustainability solutions, including hydrogen price assessments, emission factors and market research. The acquisition of World Hydrogen Leaders is not material to our consolidated financial statements.
As of December 31, 2024, we have recorded $4.2 billion for our redeemable noncontrolling interest in our S&P Dow Jones Indices LLC partnership discussed in Note 9 – Equity to our consolidated financial statements.
As of December 31, 2025, we have recorded $4.9 billion for our redeemable noncontrolling interest in our S&P Dow Jones Indices LLC partnership discussed in Note 9 – Equity to our consolidated financial statements.
The following table summarizes our significant contractual obligations and commercial commitments as of December 31, 2024, over the next several years.
The following table summarizes our significant contractual obligations and commercial commitments as of December 31, 2025, over the next several years.
Revenue at Market Intelligence was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the divestitures of Fincentric and the PrimeOne business in August of 2024 and November of 2024, respectively. Revenue at Commodity Insights was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024.
Revenue at Market Intelligence was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the divestitures of Fincentric and the PrimeOne business in August of 2024 and November of 2024, respectively. Revenue at Energy was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024.
As of December 31, 2024, we had $325 million of liabilities for unrecognized tax benefits. We have excluded the liabilities for unrecognized tax benefits from our contractual obligations table because, until formal resolutions are reached, reasonable estimates of the timing of cash settlements with the respective taxing authorities are not practicable.
As of December 31, 2025, we had $322 million of liabilities for unrecognized tax benefits. We have excluded the liabilities for unrecognized tax benefits from our contractual obligations table because, until formal resolutions are reached, reasonable estimates of the timing of cash settlements with the respective taxing authorities are not practicable.
In the normal course of business both in the U.S. and abroad, Ratings (or the legal entities comprising Ratings) are defendants in numerous legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries (including market studies).
In the normal course of business both in the U.S. and abroad, Ratings (or the legal entities comprising Ratings) are defendants in numerous legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries.
Further projections and discussion on our 2025 outlook for our segments can be found within “ – Results of Operations”.
Further projections and discussion on our 2026 outlook for our segments can be found within “ – Results of Operations”.
Commodity Insights has aligned its operations with the PRA Principles and, as recommended by IOSCO in its final report on the PRA Principles, has aligned to the PRA Principles for other commodities for which it publishes benchmarks.
Energy has aligned its operations with the PRA Principles and, as recommended by IOSCO in its final report on the PRA Principles, has aligned to the PRA Principles for other commodities for which it publishes benchmarks.
For a further discussion of competitive and other risks inherent in our Commodity Insights business, see Item 1A, Risk Factors , in this Annual Report on Form 10-K.
For a further discussion of competitive and other risks inherent in our Ratings business, see Item 1A, Risk Factors , in this Annual Report on Form 10-K.
Excluding the impact of higher IHS Markit merger costs in 2023 of 4 percentage points, higher acquisition-related costs in 2023 of 3 percentage points, higher employee severance charges in 2023 of 2 percentage points and higher disposition-related costs in 2023 of 1 percentage point, partially offset by legal settlement costs in 2024 of 1 percentage point, selling and general expenses increased 9%.
Excluding the impact of higher IHS Markit merger costs in 2023 of 4 percentage points, higher acquisition-related costs in 2023 of 3 percentage points, higher employee severance charges in 2023 of 3 percentage points and higher disposition-related costs in 2023 of 1 percentage point, partially offset by legal costs in 2024 of 1 percentage point, selling and general expenses increased 11%.
As of December 31, 2024, the Company had $4.2 billion in redeemable noncontrolling interest in the Indices business on the Consolidated Balance Sheet. The ultimate amount paid for the redeemable noncontrolling interest in Indices business could be significantly different because the redemption amount depends on the future results of operations of the business.
As of December 31, 2025, the Company had $4.9 billion in redeemable noncontrolling interest in the Indices business on the Consolidated Balance Sheet. The ultimate amount paid for the redeemable noncontrolling interest in Indices business could be significantly different because the redemption amount depends on the future results of operations of the business.
If our Mobility business fails to comply with these laws or regulations, we could be subject to significant litigation and civil or criminal penalties (including monetary damages, regulatory enforcement actions or fines) in one or more jurisdictions and reputational damage resulting in the loss of data, brand equity and business.
If our Mobility business fails to comply with these laws or regulations, we could be subject to significant litigation and civil or criminal penalties (including monetary damages, regulatory enforcement actions or fines in one or more jurisdictions), as well as reputational damage that could result in the loss of data, brand equity or business.
A 0.25 percentage point increase or decrease in the discount rate would result in an estimated decrease or increase to the accumulated benefit obligation of approximately $25 million. An increase or decrease of 1 percentage point in the expected rate of return on plan assets would result in a decrease or increase of approximately $13 million to 2025 pension expense.
A 0.25 percentage point increase or decrease in the discount rate would result in an estimated decrease or increase to the accumulated benefit obligation of approximately $25 million. An increase or decrease of 1 percentage point in the expected rate of return on plan assets would result in a decrease or increase of approximately $12 million to 2026 pension expense.
The occurrence of an event of default could result in an acceleration of the obligations under the credit facility. The only financial covenant required under our credit facility is that our indebtedness to cash flow ratio, as defined in our credit facility, was not greater than 4 to 1, and this covenant level has never been exceeded.
The occurrence of an event of default could result in an acceleration of the obligations under the credit facility. The only financial covenant in our credit facility is a requirement that our indebtedness to cash flow ratio, as defined in our credit facility, is not greater than 4 to 1, and this ratio has never been exceeded.
See Note 2 - Acquisitions and Divestitures to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K for information on the sale of Engineering Solutions and the merger with IHS Markit.
See Note 2 - Acquisitions and Divestitures to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K for information on the sale of Engineering Solutions.
We make contributions to our pension and postretirement plans in order to satisfy minimum funding requirements as well as additional contributions that we consider appropriate to improve the funded status of our plans. During 2024, we contributed $11 million to our retirement plans.
We make contributions to our pension and postretirement plans in order to satisfy minimum funding requirements as well as additional contributions that we consider appropriate to improve the funded status of our plans. During 2025, we contributed $10 million to our retirement plans.
The MD&A includes the following sections: • Overview • Results of Operations • Liquidity and Capital Resources • Reconciliation of Non-GAAP Financial Information • Critical Accounting Estimates • Recent Accounting Standards Certain of the statements below are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
The MD&A includes the following sections: • Overview • Results of Operations • Liquidity and Capital Resources • Reconciliation of Non-GAAP Financial Information • Critical Accounting Estimates • Recently Issued or Adopted Accounting Standards Certain of the statements below are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock S&P Global Inc.’s common stock is traded on the New York Exchange (“NYSE”) under the ticker symbol (“SPGI”). The approximate number of record holders of our common stock as of January 31, 2025 was 2,639.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock S&P Global Inc.’s common stock is traded on the New York Exchange (“NYSE”) under the ticker symbol (“SPGI”). The approximate number of record holders of our common stock as of January 30, 2026 was 2,585.
Subscription revenue increased in 2024 primarily due to growth in work flow solutions at Enterprise Solutions, data feed products within Data and Advisory Solutions, RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products at Market Intelligence, continued demand for Commodity Insights market data and market insights products and new business growth within the Dealer business and strong underwriting volumes within the Financial business at Mobility, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.
Subscription revenue increased in 2024 primarily due to growth in Data, Analytics & Insights, growth for work flow solutions at Enterprise Solutions and growth in RatingsXpress®, RatingsDirect® and Credit Analytics, continued demand for Energy market data and market insights products and new business growth within the Dealer business and strong underwriting volumes within the Financial business at Mobility, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.
During the year ended December 31, 2024, we received a total of 6.7 million shares, including 0.2 million shares received in February of 2024 related to our November 13, 2023 accelerated share repurchase (“ASR”) agreement, resulting in $3.3 billion of cash used to purchase shares.
During the year ended December 31, 2024 we received a total of 6.7 million shares, including 0.2 million shares received in February of 2024 related to our November 13, 2023 ASR agreement, resulting in $3.3 billion of cash used to purchase shares.
During the year ended December 31, 2023, we received a total of 8.6 million shares, including 0.4 million shares received in February of 2023 related to our December 2, 2022 ASR agreement, resulting in $3.3 billion of cash used to purchase shares. During the year ended December 31, 2022, we purchased 33.5 million shares for $12.0 billion of cash.
During the year ended December 31, 2023, we received a total of 8.6 million shares, including 0.4 million shares received in February of 2023 related to our December 2, 2022 ASR agreement, resulting in $3.3 billion of cash used to purchase shares.
See Note 2 — Acquisitions and Divestitures to the consolidated financial statements under Item 8, Consolidated Financial 33 Table of Contents Statements and Supplementary Data, in this Annual Report on Form 10-K for further discussion.
See Note 2 - Acquisitions and Divestitures to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K for further discussion.
Accrued interest and penalties related to unrecognized tax benefits are recognized in interest expense and operating expense, respectively. 67 Table of Contents Judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and unrecognized tax benefits.
Accrued interest and penalties related to unrecognized tax benefits are recognized in interest expense and operating expense, respectively. Judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and unrecognized tax benefits.
Similarly, other laws, regulations 50 Table of Contents and rules are being adopted or considered or are likely to be considered in the future that may impact ancillary and other services provided by Ratings in addition to its credit rating products and services, for example regulatory oversight regimes for ESG ratings providers such as the EU regulation on the transparency and integrity of ESG rating activities that was adopted by the European Parliament and Council in November 2024 (the "EU ESG Ratings Regulation").
Similarly, other laws, regulations and rules are being adopted or considered or are likely to be considered in the future that may impact ancillary and other services provided by Ratings in addition to its credit rating products and services, for example regulatory oversight regimes for ESG ratings providers such as the EU regulation on the transparency and integrity of ESG rating activities that was adopted by the European Parliament and Council in November 2024 (the "EU ESG Ratings Regulation"), or legislation and draft rules published by the U.K.
As of December 31, 2024, the weighted average cost of capital used in the Company's income analysis to estimate the fair value of the redeemable noncontrolling interest was 10.6%. A 0.25 percentage point increase or decrease in the weighted average cost of capital would decrease or increase the redemption value by approximately $108 million or $81 million, respectively.
As of December 31, 2025, the weighted average cost of capital used in the Company's income analysis to estimate the fair value of the redeemable noncontrolling interest was 10.8%. A 0.25 percentage point increase or decrease in the weighted average cost of capital would decrease or increase the redemption value by approximately $135 million or $108 million, respectively.
Excluding the impact of legal settlement costs in 2024 of 1 percentage point, operating profit increased 46% due to revenue growth, partially offset by increased incentives as a result of financial performance and higher compensation costs driven by annual merit increases and additional headcount.
Excluding the impact of legal costs in 2024 of 1 percentage point, operating profit increased 46% due to revenue growth, partially offset by increased incentives as a result of financial performance and higher compensation costs driven by annual merit increases and additional headcount. Foreign exchange rates had a favorable impact of 1 percentage point.

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