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What changed in S&P Global's 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of S&P Global's 2023 and 2024 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 2024 report.

+395 added388 removedSource: 10-K (2025-02-11) vs 10-K (2024-02-09)

Top changes in S&P Global's 2024 10-K

395 paragraphs added · 388 removed · 310 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe provide a wide array of global training and learning programs to help employees expand their knowledge, skills and experience and guide career advancement, including: Technology Training - We offer internal technology training programs to enhance the technology skills of our workforce and accelerate our ability to solve complex problems using a multidisciplinary blend of data inference, algorithm development and technology education for all employees. Career Coaching - We offer a career coaching program, providing customized support through global career coaches, to empower people to take ownership of their career and help them navigate their career path and opportunities to grow within the Company.
Biggest changeWe also invest in our employees’ professional development by providing a wide array of global training and learning programs to help employees expand their knowledge, skills and experience, including technology training, career coaching and leadership development programs.
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 (OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
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.
Segment and Geographic Data The relative contribution of our reportable segments to operating revenue, operating profit, long-lived assets and geographic area for the three years ended December 31, 2023 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.
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.
Recognizes achievement against individual, team, and group performance. 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.
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.
As of May 2, 2023, we completed the sale of Engineering Solutions (“Engineering Solutions”), a provider of engineering standards and related technical knowledge, and the results are included through that date.
As of May 2, 2023, we completed the sale of S&P Global Engineering Solutions (“Engineering Solutions”), a provider of engineering standards and related technical knowledge, and the results are included through that date.
This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as Environmental, Social and Governance (“ESG”) and supply chain data analytics; Enterprise Solutions software and workflow solutions that help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements.
This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as energy transition and sustainability and supply chain data analytics; Enterprise Solutions software and workflow solutions that help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements.
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals & steel and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and consumers.
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.
Hybrid Work, Benefits, and Well-being The health, safety and well-being of our people working around the globe is a top priority, and our facilities worldwide follow rigorous, internally and externally audited, occupational health and safety policies.
The health, safety and well-being of our people working around the globe is a corporate priority, and our facilities worldwide follow internally and externally audited occupational health and safety policies.
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. Key customers served by Commodity Insights include producers, traders and intermediaries within energy, petrochemicals, metals & steel and agriculture.
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.
At the management level, our Chief Purpose Officer is responsible for leading the development and execution of the Company’s human capital management strategy, also referred to as our “People” strategy, working together with other senior leaders across the Company.
At the management level, our Chief People Officer is responsible for leading the development and execution of the Company’s human capital management strategy, also referred to as our “People” strategy, working together with other senior leaders across the Company. Competitive Compensation Programs Offering market competitive and performance-driven compensation is key to our recruitment, talent management and retention strategies.
Human Capital As of December 31, 2023, we had approximately 40,450 permanent employees located worldwide, including around 22,450 in Asia, 11,550 in the U.S. and Canada, 5,600 in Europe, Middle East, and Africa, and 850 in Latin America.
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.
Board Oversight & Management Implementation of Human Capital Strategy Our Board of Directors and Company management view effective human capital management as critical to the Company’s ability to execute its strategy. 9 Table of Contents As a result, the Board of Directors and the Compensation and Leadership Development Committee oversee and regularly engage with our CEO, Chief Purpose Officer, Chief Corporate Responsibility & Diversity Officer and other members of senior leadership on a broad range of people topics, including: culture and purpose; talent attraction and development; succession planning; compensation and benefits; diversity, equity and inclusion ("DEI"); workplace health, safety and well-being; and employee engagement and retention.
As a result, the Board of Directors and the Compensation and Leadership Development Committee oversee and regularly engage with our CEO, Chief People Officer, and other members of senior leadership on a broad range of people topics, including talent attraction, development and leadership succession planning; compensation and benefits; workplace culture, health, safety and well-being; and employee engagement and retention.
Our compensation program consists of a mix of: Annual Salary where base pay is determined by role, scope, external market rate and internal parity relative to geographic location. 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 as a cash reward acting as our main pay-for-performance vehicle through annual programs.
This was the first of its kind event for the Company and was bookended with support for our leaders to reinforce the key messages. 12 Table of Contents We invite employee feedback through a variety of channels for open communication and engagement, including small group employee round-table discussions with our business leaders and members of our Board of Directors, our annual VIBE employee engagement survey, as well as more frequent check-ins through employee “Pulse” surveys.
We invite employee feedback through a variety of channels for open communication and engagement, including small group employee round-table discussions with our business leaders and members of our Board of Directors and employee engagement surveys.
Retention and Engagement In order to attract and retain the high-quality talent needed to execute our long-term strategy of Powering Global Markets, we believe it is critical for our people to feel motivated and empowered.
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.
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Engineering Solutions included our Product Design offerings that provide technical professionals with the information and insight required to more effectively design products, optimize engineering projects and outcomes, solve technical problems and address complex supply chain issues. Our offerings utilized advanced knowledge discovery technologies, research tools, and software-based engineering decision engines to advance innovation, maximize productivity, improve quality and reduce risk.
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Board Oversight & Management Implementation of Human Capital Strategy Our Board of Directors and Company management view effective human capital management as critical to the Company’s ability to execute its strategy.
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Engineering Solutions’ revenue was generated primarily through the following sources: • Subscription revenue — primarily from subscriptions to our Product Design offerings providing standards, codes and specifications; applied technical reference; engineering journals, reports, best practices, and other vetted technical reference; and patents and patent applications, which includes Engineering Workbench; Goldfire’s cognitive search and other advanced knowledge discovery capabilities that help pinpoint answers buried in enterprise systems and unstructured data enabling engineers and technical professionals to accelerate problem solving; and • Non-subscription revenue — primarily from retail transaction and consulting services.
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As a result, management regularly assesses employee feedback, competitor research, and market data to ensure our programs remain competitive. Our compensation program consists of a mix of: • Annual salary where base pay is determined by role, scope, external market rate and internal parity relative to geographic location.
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We invest in our success as a global Company by investing in our employees across the world through our “people first” approach to human capital management, aimed at supporting everyone who works for us to reach their full potential.
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Among other things, this includes promoting an inclusive and performance-driven workplace culture with equitable opportunity for all; managing the Company’s initiatives to attract, develop, engage and retain the high-quality talent needed to ensure the Company is equipped with the right skillsets and intellectual capital to deliver on current and future business needs; and overseeing the design of the Company’s compensation, benefits and well-being programs.
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In connection with these responsibilities, the Chief Purpose Officer also partners with our Corporate Responsibility & Diversity, Equity & Inclusion team on the development and execution of the Company’s diversity, equity and inclusion roadmap and works closely with the CEO on executive succession planning and development of the talent succession pipeline for the Company’s Executive Committee.
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The Company’s short-term incentive plan further reflects the significant role our people play in driving our enterprise strategy to Power Global Markets by linking executive pay outcomes under our enterprise and division balanced scorecards to the achievement of strategic people priorities.
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In 2023, we focused on delivering on the following strategic People priorities across the enterprise: • Delivered a new, biennial, enterprise experience (Accelerate Progress LIVE: Lead with Purpose) to further connect with our Company’s purpose and reflect on and celebrate the many ways purpose comes to life • Encourage career mobility and career development through career coaching and Thrive, our performance management experience • Improve diverse representation through hiring, advancement and retention, while continuing to raise awareness through DEI education • Attract and retain our people through recognition programs, learning opportunities, and fair compensation To achieve our strategic people objectives, we support our employees through human capital management strategies that include diversity, equity and inclusion initiatives; learning and development programs; competitive compensation and benefits programs; hybrid work, benefits and well-being programs; and talent attraction, retention and engagement.
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Examples of some of our key initiatives and programs in these focus areas are included below. Diversity, Equity & Inclusion Our ability to attract and retain a diverse and inclusive workforce is critical to our long-term strategy, driving business growth and innovation and empowering our people to achieve their full potential.
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In connection with our commitment to create a diverse, equitable and inclusive workplace, we remain committed to fostering an environment where our people can bring their whole selves to work: • Under the leadership of our Chief Purpose Officer, our enterprise DEI strategy is executed globally and addresses the local, regional and global needs of our workforce.
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In partnership with the Executive Committee, regular updates are provided to align on strategy and prioritization, and to improve connectivity and create a defined and well-coordinated feedback loop between the Company’s Board of Directors, the Executive Committee, DEI team, People Resource Groups and people leaders. • We measure progress on our diversity, equity and inclusion programs as part of our enterprise and division balanced scorecards, which are reviewed by the CEO quarterly and the Board at least biannually.
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These metrics are linked to short-term incentive compensation and help increase accountability for our DEI progress. Key performance indicators include measuring the net change in the gender and racial/ethnic diversity of the Company’s employee population.
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Additionally, we track and monitor employee sentiments on DEI through the annual VIBE employee engagement survey entitled VIBE. • We connect colleagues across our organization through our People Resource Groups (PRGs). These global, employee-led networks offer career experiences and network-building opportunities that foster professional development and support workplace diversity.
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United by intersectionality and shared purpose, our nine PRGs also provide community for our people across diverse backgrounds. • To both attract and retain our pipeline of diverse talent, we have expanded our outreach and recruiting partnerships with associations and industry groups, select Historically Black Colleges and Universities (HBCUs) and Hispanic 10 Table of Contents Serving Institutions (HSIs).
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We have enhanced our training globally to incorporate awareness of unconscious bias and inclusion, and expanded career mentoring and leadership development opportunities for diverse colleagues. Learning and Development Programs We support our employees in pursuing their professional goals with growing investments in personalized development.
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This approach to empower our people in their careers aligns to our performance management philosophy and processes and is reinforced across our suite of learning programs. • Leadership Development - We invest in developing leaders at all levels of our organization through targeted programs designed to foster leadership excellence in people managers, develop emerging leaders and strengthen our executive talent bench, providing a robust internal succession pipeline for our Executive Committee.
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These programs use a variety of engagement types including in-person immersions, virtual cohorts, and self-guided on demand exercises. • Learning for All – We have a centralized learning team that hosts personal and professional upskilling courses, available to all our people across the enterprise and in a variety of formats.
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These offerings complement the efforts of our divisional and functional learning teams that provide product, client, and role-based skills training specific to their areas. • Team Development – Our teams are at the heart of what we do at S&P Global, so we offer support and resources to help them stay connected with one another, navigate change, and continue to produce high-quality work.
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We lead a variety of workshops focused on building and maintaining effective teams. Competitive Compensation Programs We believe compensation and recognition programs are critical to the overall people experience. Offering market competitive, people-centric and performance-driven compensation is key to our recruitment, talent management and retention strategies.
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As a result, management regularly assesses employee feedback, competitor research, and market data to ensure our programs remain competitive, equitable, and are designed with our people’s financial and social well-being in mind. Based on these insights, each year we continue to introduce new and enhanced “people first” capabilities in support of our philosophy.
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In 2023 we continued broadened initiatives to increase pay transparency, empowering our people leaders to manage pay conversations in an effort to continue attracting and retaining top talent.
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In early 2023, most of our employees remained working from home and we introduced a new flexible return to office model via a phased approach called anchor-flex. This model was not mandated as a full return, rather defining regular days our people might be in the office and those where they would work virtually.
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Throughout, we continued to promote health, safety and the welfare of our people. 2023 facility upgrades include: snack and fruit options offered free of charge at all our global locations with healthful choices in mind; menstruation products provided free of charge at all locations; upgrades to nursing/wellness rooms, including hospital-grade Medela pump available in each office nursing room, as well as fridge, dimmable lighting, mirror, disinfectant wipes, and 11 Table of Contents hand moisturizer; enhancements to prayer, contemplation and wellness rooms to include carpets, locks, storage (cubicles, racks, or cabinet), and updated signage to include multiple uses.
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In November 2023, we announced an update to our global guidelines on working in the office, so people aligned to an office are expected to come in at least 2 days per week or 9 days per month starting January 2024.
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We provided a two months’ transition period and a host of resources to help people plan for the transition and any adjustments they would need to make including dependent care, commuting, or other arrangements.
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Recognizing that there will be circumstances and obligations that make virtual work a necessity for some of our people, we continue to offer the option of all-hybrid work for certain roles. In 2024, we will introduce a flexible summer month, during which we will relax the expectation for in-office days.
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We focus on the well-being of our people aligned to our “people first” philosophy through expansion of our benefits offerings globally: • Recharge, flexible and unlimited time off to balance work and life in order to maximize the effectiveness of both. • Parental leave of 26 weeks to bond with new arrivals. • 10 days of paid leave per calendar year to care for a close relative or loved one who has a serious illness or health condition. • Sick leave for a minimum of 10 business days or local statutory timeframe. • Flexible paid compassion leave following the loss of a loved one, based on individual needs and circumstances. • Three months’ pay to family members following the loss of an employee.
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Expanded paid compassion leave to include pregnancy loss and loss of a pet. • Global Cancer Support secures the salary of any employee unable to work due to a diagnosis of cancer or other chronic disease or serious illness for up to one year, so they can stay focused on their treatment and recovery.
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We offer well-being programs that enrich work-life experiences and help our people prioritize their mental, physical, financial, and social well-being.
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Some of our inclusive benefits include: • Well-being Program support and resources focused on physical and mental well-being including fitness classes, mental health programs, and education on topics such as Mental Health, Preventative Health, Family Issues, DEI, and Professional Skills Development. • Well-being Reimbursement of team members for well-being-related activities, providing the flexibility for team members to decide how to use their well-being reimbursement to meet their specific wellness needs. • Financial well-being reimbursement for financial, tax, and estate planning. • Enhanced Reproductive Wellness options including: ◦ Maven Parental Support to help improve parental health outcomes through equitable care with holistic, clinical support and coaching for pregnant employees and their partners. ◦ Maven Expressed Milk Shipping to help parents transition back to work by providing for the delivery of expressed milk home to baby. ◦ Fertility IQ/Menopause IQ: Provides premier, on-demand digital education globally to support family building (Fertility IQ) and menopause topics (Menopause IQ). • Educational Support Policy & Student Loan Reimbursement: Subject to course of study, the Company will reimburse previously-approved tuition, registration/program fees and course-related books up to the country-specific amount.
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The Company will match the amount an employee has been reimbursed for further education with an equal amount for a current student loan. The sum of both amounts cannot exceed the country-specific annual maximum.
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As a result, we strive to create a unified and inclusive workplace culture that promotes employee engagement, satisfaction, and performance; and that reflects our common corporate purpose and values. In December 2023, we hosted “Accelerate Progress LIVE: Lead with Purpose,” an enterprise-wide event exploring our company purpose, how our people contribute, and its impact on our customers.
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The annual VIBE survey allows us to track progress in critical areas, such as workplace pride and satisfaction and inclusive culture, and gather actionable insights for improvements to our people strategy. We encourage managers to share VIBE survey results with their teams, prioritize action areas and pursue solutions.
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To reinforce management accountability, we also track employee survey scores in our enterprise and division balanced scorecards, with outcomes against survey engagement targets impacting short-term incentive outcomes.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn 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. We regularly assess and take steps to improve our existing business continuity plans and key management succession.
Biggest changeIn 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 addition, such measures, as well as any associated inquiries or investigations or any other government actions, increase our operating costs and require significant management time and attention, and may result in negative publicity and subject us to costs that may harm our business, including fines or damages as well as demands or orders that we modify or cease existing business practices. There has been increased public attention regarding the use of personal information and data transfer, accompanied by examinations of regulated entities, and legislation and regulations intended to strengthen data protection, information security and consumer and personal privacy.
In addition, such measures, as well as any associated inquiries or investigations or any other government actions, increase our operating costs and require significant management time and attention, and may result in negative publicity and subject us to costs that may harm our business, including fines or damages as well as demands or orders that we modify or cease existing business practices. There has been increased public attention regarding the use and transfer of personal information, accompanied by examinations of regulated entities, and legislation and regulations intended to strengthen data protection, information security and consumer and personal privacy.
The law in these areas continues to develop and the changing nature and interpretations by courts around the world 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 interpretations by courts of privacy and data protection laws around the world, including in jurisdictions such as the U.S.
The businesses conducted by Ratings are regulated under the laws of various jurisdictions around the world, including the Credit Rating Agency Reform Act of 2006, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the U.S. Securities Exchange Act of 1934, the EU’s credit rating agency regulation, and the U.K.’s credit rating agency regulation. The U.S.
The businesses conducted by Ratings are regulated under the laws of various jurisdictions around the world, including the U.S. Credit Rating Agency Reform Act of 2006, the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, the U.S. Securities Exchange Act of 1934, the EU’s credit rating agency regulation, and the U.K.’s credit rating agency regulation. The U.S.
Our inability to successfully recover should we or our third-party service providers experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability. Should we or our third-party service providers experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, public health crisis (e.g., pandemic), security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made disaster, our ability to continue to operate will depend, in part, on the availability of our or our third-party service provider’s personnel, our or our third-party service provider’s office facilities and the proper functioning of our or our third-party service provider’s computer, telecommunication and other related systems and operations.
Our inability to successfully recover should we, our third-party service providers or our clients experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability. Should we or our third-party service providers experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, public health crisis (e.g., pandemic), security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made disaster, our ability to continue to operate will depend, in part, on the availability of our or our third-party service provider’s personnel, our or our third-party service provider’s office facilities and the proper functioning of our or our third-party service provider’s computer, telecommunication and other related systems and operations.
Such transactions present significant challenges and risks, as the market for acquisitions, divestitures and other strategic transactions is highly competitive, especially in light of industry consolidation, which may affect our ability to complete such transactions. If we are unsuccessful in completing such transactions or if such opportunities for expansion do not arise, our business, financial condition or results of operations could be materially adversely affected. If such transactions are completed, the anticipated growth and other strategic objectives of such transactions may not be fully realized or may take longer to realize than expected, and a variety of factors may adversely affect any anticipated benefits from such transactions.
Such transactions present significant challenges and risks, as the market for acquisitions, divestitures and other strategic transactions is highly competitive, especially in light of industry consolidation, which affects our ability to complete such transactions. If we are unsuccessful in completing such transactions or if such opportunities for expansion do not arise, our business, financial condition or results of operations could be materially adversely affected. If such transactions are completed, the anticipated growth and other strategic objectives of such transactions may not be fully realized or may take longer to realize than expected, and a variety of factors may adversely affect any anticipated benefits from such transactions.
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; 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 or other financial 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; 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.
Changes in the global privacy, data localization and data protection legislative, regulatory, and commercial environments in which we operate may materially and adversely impact our ability to collect, compile, use, and publish data and may impact our financial results. We, and certain types of information we collect, compile, use, and publish, are subject to numerous U.S. federal and state laws and non-U.S. regulations governing the protection of personal and confidential information of our clients and employees in the jurisdictions in which we operate.
Changes in the global privacy, data localization and data protection legislative, regulatory, and commercial environments in which we operate may materially and adversely impact our ability to collect, compile, use, and publish data and may impact our financial results. We, and certain types of information we collect, compile, use, and publish, are subject to numerous U.S. federal and state laws and non-U.S. regulations governing the protection of personal and confidential information of our clients, employees and products in the jurisdictions in which we operate.
Deploying products containing such errors or defects may damage our reputation, and the costs associated with remediating such errors or defects may have an impact on our profitability. Any claim relating to our products, even one in which the outcome is ultimately favorable to us, involves a significant commitment of our management, personnel, financial and other resources and could have a negative impact on our reputation.
Deploying products containing such errors or defects may damage our reputation, and the costs associated with remediating such errors or defects may have an impact on our profitability. Any claim relating to our products or services, even one in which the outcome is ultimately favorable to us, involves a significant commitment of our management, personnel, financial and other resources and could have a negative impact on our reputation.
In addition, our failure to continue development and adoption of ethical and transparent policies and procedures related to AI could negatively impact our reputation and customer confidence. Any of these social or ethical issues could materially and adversely affect our business, financial condition or results of operations.
In addition, our failure to continue development and adoption of ethical and transparent policies and procedures related to AI could negatively impact our reputation and customer confidence. Any of these social, ethical or operational issues could materially and adversely affect 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 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 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.
Any of these factors could materially and adversely affect our business, financial condition or results of operations. Social and ethical issues relating to the use of new and evolving technologies, such as AI, in our offerings could materially and adversely affect our business, financial condition or results of operations.
Any of these factors could materially and adversely affect our business, financial condition or results of operations. Social, ethical and operational issues relating to the use of new and evolving technologies, such as AI, in our offerings could materially and adversely affect our business, financial condition or results of operations.
The use of our products as part of such activities, including the investment process, from time to time exposes us to claims for significant dollar amounts by our clients or the parties whose assets are managed by our clients.
The use of our products or services as part of such activities, including the investment process, from time to time exposes us to claims for significant dollar amounts by our clients or the parties whose assets are managed by our clients.
Increased availability of free or relatively inexpensive information sources may 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 could have a material adverse effect on our business, financial condition or results of operations.
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 may also experience 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. 22 Table of Contents 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 may 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 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.
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, ESG products and scores, 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 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.
Any failures, negative publicity, investigations, or lawsuits that implicate the independence and integrity of our credit ratings, pricing and valuation services, benchmarks, and indices could result in a loss of confidence in the administration of these products and services and could harm our reputation and our business. Negative perceptions or publicity could damage our reputation with customers, prospects, regulators, and the public generally, which in turn could negatively impact, among other things, our ability to attract and retain customers, employees and suppliers, as well as suitable candidates for acquisitions or other combinations.
Any failures, negative publicity, investigations, or lawsuits that implicate the independence and integrity of our credit ratings, pricing and valuation services, benchmarks, indices, and ESG scores and data could result in a loss of confidence in the administration of these products and services and could harm our reputation and our business. Negative perceptions or publicity could damage our reputation with customers, prospects, regulators, and the public generally, which in turn could negatively impact, among other things, our ability to attract and retain customers, employees and suppliers, as well as suitable candidates for acquisitions or other combinations.
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 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 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.
The cyber risks the Company faces range from cyber attacks common to most industries, to more sophisticated and targeted attacks, including attacks carried out by state-sponsored actors, intended to obtain 13 Table of Contents unauthorized access to certain information or information systems or networks due in part to our prominence in the global marketplace, such as our ratings on debt issued by sovereigns and corporate issuers, our impending methodology changes in our benchmarks businesses, or the composition of our indices.
The cyber risks the Company faces range from cyber attacks common to most industries, to more sophisticated and targeted attacks, including attacks carried out by state-sponsored actors, intended to obtain unauthorized access to certain information or information systems or networks due in part to our prominence in the global marketplace, such as our ratings on debt issued by sovereigns and corporate issuers, our impending methodology changes in our benchmarks businesses, or the composition of our indices.
We have made, and expect to continue to make, capital investments and other expenditures to address cybersecurity preparedness and prevent future 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 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.
Congress, the International Organization of Securities Commissions ("IOSCO"), the SEC, the European Commission, including through the European Securities Market Authority and the U.K.
Congress, the International Organization of Securities Commissions ("IOSCO"), the SEC, the European Commission, including through the European Securities Market Authority (“ESMA”) and the U.K.
Indices is also subject to the benchmark regulation in Australia under which it is required to and has obtained a license 19 Table of Contents from and is subject to the supervision of the Australian Securities and Investment Commission regarding its administration of the S&P ASX 200 index. The EU's package of legislative measures called the Markets in Financial Instruments Directive and Regulation (collectively "MiFID II") have applied in all EU Member States since 2018.
Indices is also subject to the benchmark regulation in Australia under which it is required to and has obtained a license from and is subject to the supervision of the Australian Securities and Investment Commission regarding its administration of the S&P ASX 200 index. The EU's package of legislative measures called the Markets in Financial Instruments Directive and Regulation (collectively "MiFID II") have applied in all EU Member States since 2018.
Our indebtedness, or a downgrade to our credit ratings, could adversely affect our business, financial condition, and results of operations. Our indebtedness 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 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.
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 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.
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.
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.
For additional risks related to intellectual property rights, see the risk factor entitled Our ability to protect our intellectual property rights could impact our competitive position .” The development, testing and deployment of AI systems requires continued investment and may materially increase the cost profile of our offerings due to the nature of the computing cost involved in such systems.
For additional risks related to intellectual property rights, see the risk factor entitled Our ability to protect our intellectual property rights could impact our competitive position .” The development, testing and deployment of AI systems requires continued investment and may materially increase the cost profile of our offerings due to the nature of the 12 Table of Contents computing cost involved in such systems.
Additional risks and uncertainties not presently known to us or which we currently believe to be immaterial may also impair our business operations. We operate in the capital, commodities, and automotive markets.
Additional risks and uncertainties not presently known to us or which we currently believe to be immaterial may also impair our business operations. We operate in the capital, commodity, and automotive markets.
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 we cannot provide assurances that such investments will 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 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.
These 17 Table of Contents litigation risks are often difficult to assess or quantify and could have a material adverse effect on our business, financial condition or results of operations. We may not have adequate insurance or reserves to cover these risks, and the existence and magnitude of these risks often remains unknown for substantial periods of time and could have a material adverse effect on our business, financial condition or results of operations.
These litigation risks are often difficult to assess or quantify and could have a material adverse effect on our business, financial condition or results of operations. We may not have adequate insurance or reserves to cover these risks, and the existence and magnitude of these risks often remains unknown for substantial periods of time and could have a material adverse effect on our business, financial condition or results of operations.
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.
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.
Treasury Department’s Office of Foreign Assets Controls, which could affect our ability to market and/or sell our products and services into certain countries where we do business.
Treasury Department’s Office of Foreign Assets Control, which could affect our ability to market and/or sell our products and services into certain countries where we do business.
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.
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.
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, 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 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.
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 becoming increasingly sophisticated 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) 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.
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 expected to fundamentally change the way data is gathered, produced, protected, licensed, processed, and consumed.
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.
Our operations and infrastructure may malfunction or fail, which could have a material adverse effect on our business, financial condition or results of operations. 16 Table of Contents 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, 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. 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.
In addition, the transition to renewable energy and a net zero economy involves changes to consumer and institutional preferences around energy consumption, and the possible failure of our products or services to facilitate the needs of customers during the transition to renewable energy could adversely impact our business and revenues.
In addition, the transition to renewable energy and a net zero economy involves changes to 23 Table of Contents consumer and institutional preferences around energy consumption, and the possible failure of our products or services to facilitate the needs of customers during the transition to renewable energy could adversely impact our business and revenues.
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 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 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.
However, the AI landscape is complex and rapidly evolving, and new and enhanced laws and regulations, governmental or regulatory scrutiny, competition from established or emerging companies, litigation, ethical concerns, cybersecurity concerns, intellectual property concerns, or other complications could 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, or to improve efficiency of existing products or services through the effective use of AI to remain competitive, or could increase our burden and cost of research, development and regulatory compliance.
However, 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.
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.
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
Given the importance of data to our products and services, AI is becoming an increasingly important part of our business and industry. We have established a Company-wide AI strategy to drive our approach to data protection, licensing and AI integration in our processes, products and services. We have made significant investments in various AI initiatives.
Given the importance of data to our products and services, AI continues to be an increasingly important part of our business and industry. We have established a Company-wide AI strategy to drive our approach to data protection, licensing and AI integration in our processes, products and services. We have made significant investments in various AI initiatives.
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 Israel and Hamas, 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 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.
Some of our products and their related value are dependent upon updates from our data suppliers and most of our information and data products are dependent upon continuing access to historical and current data. Many of our suppliers are also our competitors, and they could change the terms of the data and products that they supply to us in order to gain competitive advantage against us, which could materially harm our business. We utilize certain information and data provided by third-party sources in a variety of ways, including information gathered by market participants and large volumes of data from certain stock exchanges around the world. 23 Table of Contents From time to time, the data from our suppliers has errors, is delayed, has design defects, is unavailable on acceptable terms or is not available at all.
Some of our products and services and their related value are dependent upon updates from our data suppliers and most of our information and data products and services are dependent upon continuing access to historical and current data. Many of our suppliers are also our competitors, and from time to time they negotiate to change the terms of the data and products that they supply to us in order to gain an advantage in the marketplace, which could materially harm our business. We utilize certain information and data provided by third-party sources in a variety of ways, including information gathered by market participants and large volumes of data from certain stock exchanges around the world. From time to time, the data from our suppliers has errors, is delayed, has design defects, is unavailable on acceptable terms or is not available at all.
The volume of such attacks, breaches and threats have increased over the years and we expect that volume to continue to increase.
The volume of such attacks, breaches and threats has increased over the years and we expect that volume to continue to increase.
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, there is no assurance as to the ultimate recoverability or effectiveness of these investments. 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. 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 announced our suspension of commercial operations in Russia and Belarus in March 2022, which impacted revenue, particularly in Commodity Insights. Additional international trade restraints may be promulgated at any time and may require changes to our operations and increase our risk of noncompliance. Failure to comply with these laws and regulations can result in significant fines and penalties and related material adverse effects on our reputation, business, financial condition and results of operations.
We announced our suspension of commercial operations in Russia and Belarus in March 2022, which impacted revenue, particularly in Commodity Insights. Additional international trade restraints may be promulgated at any time, including following the recent change in the US administration, and may require changes to our operations and increase our risk of noncompliance. Failure to comply with these laws and regulations can result in significant fines and penalties and related material adverse effects on our reputation, business, financial condition and results of operations.
Changes in legislation, regulation or policy increase the likelihood that we will fail to appropriately adapt to changes in our compliance obligations, 18 Table of Contents particularly when such changes happen abruptly, such as following a change in government.
Changes in legislation, regulation or policy increase the likelihood that we will fail to appropriately adapt to changes in our compliance obligations, particularly when such changes happen abruptly, such as following a change in government.
Ineffective or insufficient collaboration across divisions, functions and business lines decreases our ability to expand geographically, enhance products, innovate, increase sales, leads to brand confusion and may result in a material adverse effect on our financial condition or results of operations.
Ineffective or insufficient collaboration across divisions, functions and business lines decreases our ability to expand geographically, enhance products, innovate, increase sales, promote brand awareness (and can lead to brand confusion) and may result in a material adverse effect on our business, financial condition or results of operations.
Our ability to develop, adapt, or implement new and improved processes and technology may 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. The rapid change of technology is a key feature of all of the markets in which we operate.
Inability to attract and retain key qualified personnel 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 employees.
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.
As a result, we cannot provide assurance that the outcome of the matters we are currently facing or that we may face in the future will not have a material adverse effect on our business, financial condition or results of operations. As litigation or the process to resolve pending matters progresses, as the case may be, we continuously review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business and competitive position, which may require that we record liabilities in the consolidated financial statements in future periods. Risks relating to legal proceedings may be heightened in foreign jurisdictions that lack the legal protections or liability standards comparable to those that exist in the U.S.
The outcome of matters we are currently facing or that we may face in the future could have a material adverse effect on our business, financial condition or results of operations. As litigation or the process to resolve pending matters progresses, as the case may be, we continuously review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business and competitive position, which sometimes requires us to record liabilities in the consolidated financial statements. Risks relating to legal proceedings may be heightened in foreign jurisdictions that lack the legal protections or liability standards comparable to those that exist in the U.S.
Accordingly, our business is dependent on successfully attracting, retaining and training talented employees 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 (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.
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. Public health crises may have a material adverse effect on our business, financial condition or 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 and results of operations.
Our service providers could experience system breakdowns or failures, outages, downtime, cyber attacks, adverse changes to financial condition, bankruptcy or other adverse conditions, which could have a material adverse effect on our business and reputation.
Our service providers could experience system breakdowns or failures, outages (such as the 2024 CrowdStrike outage), downtime, cyber attacks, adverse changes to financial condition, bankruptcy or other adverse conditions, which could have a material adverse effect on our business and reputation.
The foregoing and other unforeseen factors could also result in additional commitments of financial resources and business disruptions. We are transitioning our technology to a cloud-based infrastructure, which is complex, time consuming, and involves substantial expenditures.
The foregoing and other unforeseen factors could also result in additional commitments of financial resources and business disruptions. We have transitioned an important portion of our technology to a cloud-based infrastructure, which is complex, time consuming, and involves substantial expenditures.
We believe there remains significant opportunity to expand our business into major geographic and product markets (including sustainability, private markets and the People’s Republic of China), 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 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.
In addition, we may face similar negative perceptions or publicity as a result of “anti-ESG” sentiment among certain stakeholders, including governmental authorities, regulators, shareholders and customers. Our divisions are all actively engaged in analyzing and providing views on economic conditions, including assessing the impact of events that create volatility and economic uncertainty, such as the ongoing military conflicts between Russia and Ukraine and Israel and Hamas and tensions across the Taiwan Strait.
In addition, we have faced and could in the future face similar negative perceptions or publicity as a result of “anti-ESG/DEI” sentiment among certain stakeholders, including governmental authorities, regulators, shareholders and customers. Our divisions are all actively engaged in analyzing and providing views on economic conditions, including assessing the impact of events that create volatility and economic uncertainty, such as the ongoing military conflicts between Russia and Ukraine and in the Middle East and tensions across the Taiwan Strait.
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, sustainability, credit rating data, data privacy, operational resilience and cyber security, tax regulations, AI, ESG, government-sponsored enterprise reform and increased infrastructure spending and significant changes in trade policy (including sanctions), 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, 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.
The Company has previously settled and paid fines in connection with such matters. We may become subject to liability or face reputational harm based on the use of our products by our clients. Some of our products 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. 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.
If we are less 21 Table of Contents successful in our recruiting efforts, or if we are unable to attract or retain key employees, 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 and results of operations.
For example, we may face negative perceptions or publicity with respect to our sustainability and corporate responsibility policies and practices or our ESG products, methodologies, or scores, including as a result of a failure to meet publicly disclosed ESG and climate-related targets or goals, 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 (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.
There can be no assurance that these markets will develop as anticipated or that we will have success in these markets, and if we do not, we may be unable to recover our investment spent to expand our business into these markets and may forgo opportunities in more lucrative markets, which could adversely impact our business, financial condition and results of operations.
These markets may not develop as anticipated or we may not have success in these markets, in which case we may be unable to recover our investment spent to expand our business into these markets or may forgo opportunities in more lucrative markets, which could adversely impact our business, financial condition and results of operations.
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms, and issuers; the commodities markets include producers, traders and intermediaries within energy, petrochemicals, metals & steel and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and consumers.
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.
In addition, such claims and lawsuits could have a material adverse effect on our business, financial condition or results of operations. 20 Table of Contents 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 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.
In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and advances in public cloud computing and open source software is expected to continue. Moreover, generative artificial intelligence (“AI”) may be used in a way that significantly increases access to publicly available free or relatively inexpensive information.
In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and advances in public cloud computing and open source software are expected to continue. Moreover, AI is being used in a way that is significantly increasing access to publicly available free or relatively inexpensive information.
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%), 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, the possibility of nationalization, expropriation, price controls, withdrawal of licenses to operate, and other restrictive governmental actions, 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 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.
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 could result in reductions in the number of firms and workforce, which can impact the size of our supplier base, or an increase in fees charged by our suppliers, which can increase our operating costs. 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. 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.
Our inability to innovate and compete with new or enhanced products and services of our competitors could impact our profitability. We operate in highly competitive markets that continuously change to adapt to customer needs. We could experience material threats to our existing businesses from the rise of new competitors due to the rapidly changing environment in which we operate.
The markets in which we operate continuously change to adapt to customer needs. Our inability to innovate and compete with new or enhanced products and services of our competitors could impact our profitability. We operate in highly competitive markets that continuously change to adapt to customer needs.
Our efforts to secure and plan for potential disruptions of our major operating systems may not be successful. We rely on our information technology environment and certain critical databases, systems, applications and services (e.g. Amazon Web Services (“AWS”)) to support key product and service offerings.
Our efforts to secure and plan for potential disruptions of our major operating systems are not always successful, and future disruptions could have a material adverse effect on the Company. We rely on our information technology environment and certain critical databases, systems, applications and services (e.g. Amazon Web Services (“AWS”)) to support key product and service offerings.
If we lose key outside suppliers of data and products or if the data or products of these suppliers have errors or are delayed, we may not be able to provide our clients with the information and products they desire. Our ability to produce our products and develop new products is dependent upon the products of other suppliers, including certain data, software and service suppliers.
From time to time, we lose key outside suppliers of data, products, and services or the data, products, or services of these suppliers have errors or are delayed, resulting in a disruption or inability to provide our clients with the information, products or services they desire. Our ability to produce our products and services and develop new products and services is dependent upon the products and services of other suppliers, including certain data, software and service suppliers.
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.
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.
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 activities, 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.
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.
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. A material portion of our revenues in our Indices business is concentrated in some of our largest customers, who have significant assets under management in index-based funds (including exchange-traded funds) and other index-based investment products.
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.
Cyber threats continue to further evolve and continue to be more difficult to detect and successfully defend against.
Cyber threats continue to evolve and are increasingly difficult to detect and successfully defend against.
In order to maintain a competitive position, we invest in innovation, new offerings and enhancements, including new ways to deliver our products and services. These new or enhanced offerings resulting from our investments sometimes do not, and may not in the future, achieve market acceptance, profit or the level of profitability that we expect or have experienced historically.
These new or enhanced offerings resulting from our investments sometimes do not, and may not in the future, achieve market acceptance, profit or the level of profitability that we expect or have experienced historically.
For example, military conflicts typically result in adverse and uncertain economic conditions such as negatively impacting global demand for goods and services; causing supply chain disruptions; increasing costs for transportation, energy and other raw materials; and causing an increase in cyber security incidents.
For example, military conflicts typically result in adverse and uncertain economic conditions such as negatively impacting global demand for goods and services; causing supply chain disruptions (e.g., tensions across the Taiwan Straight that could lead to semiconductor supply disruption); increasing costs for transportation, energy and other raw materials; and causing an increase in cybersecurity incidents.
Public sources of free or relatively inexpensive information can reduce demand for our products and services. Demand could also be reduced as a result of cost-cutting initiatives at certain companies and organizations.
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.
Such claims have not materially adversely affected us to date, but there can be no assurance that future claims will not materially adversely affect our business, financial condition or results of operations. 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, 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.
If we enable or offer solutions that draw controversy due to their perceived or actual impact on society or if we fail to properly remediate any social or ethical issues that may arise in our offerings, we may experience brand or reputational harm, competitive harm, legal liability 15 Table of Contents or loss of public confidence, or our products and services may become less marketable or less competitive.
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.
Climate change and the transition to renewable energy and a net zero economy pose operational, commercial and regulatory risks. 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 climate change.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSpecifically, the full Board receives biannual reports from the Chief Digital Solutions Officer and the CISO. 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.
Biggest changeSpecifically, 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.
As a critical component of the Company’s risk management process, management has adopted an integrated risk management framework to continuously identify, assess, measure, manage, monitor and report current and emerging non-financial risks. As part of this framework, the Company has an Enterprise Risk Management (“ERM”) Committee which is chaired by the Company’s Chief Risk & Compliance Officer.
As a critical component of the Company’s risk management process, management has adopted an integrated risk management framework to continuously identify, assess, measure, manage, monitor and report current and emerging non-financial risks. As part of this framework, the Company has an Enterprise Risk Management (“ERM”) Committee which is chaired by the Company’s Chief Risk Officer.
Impact of Risks from Cybersecurity Threats We are regularly subject to cybersecurity attacks. None of the risks from cybersecurity threats we’ve faced to date have materially affected, and we do not believe are reasonably likely to materially affect the Company, our business strategy, results of operations or financial condition. Governance.
Impact of Risks from Cybersecurity Threats We are regularly subject to cybersecurity attacks. None of the risks from cybersecurity threats we’ve faced to date have materially affected, and we do not believe are reasonably likely to materially affect the Company, our business strategy, results of operations or financial condition.
The current CISO has more than 26 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 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.
In addition, the Board has delegated primary responsibility for oversight of the Company’s key risks, including cybersecurity, to the Audit Committee. The Audit Committee reviews technology and cybersecurity risks, as well as 28 Table of Contents the Company’s risk mitigation processes and internal control procedures to protect sensitive business information.
In addition, the Board has delegated primary responsibility for oversight of the Company’s key risks, including cybersecurity, to the Audit Committee. The Audit Committee reviews technology and cybersecurity risks, as well as the Company’s risk mitigation processes and internal control procedures to protect sensitive business information.
Added
For further information about risks we face from cybersecurity threats, see the risk factor entitled " Our size, scale and role in the global markets increases our risk for cyber attacks and other cyber-security risks.
Added
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 " in Item 1A, Risk Factors in this Annual Report on Form 10-K. Governance.

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 135 locations; 39 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 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.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeSaha , prior to becoming President of S&P Global Commodity Insights (then known as S&P Global Platts) in January of 2021, was Chief Financial Officer to S&P Global Platts and S&P Global Market Intelligence. Mr. Saha has held various management positions at S&P Global and S&P Global Ratings since joining the Company in 2014. Mr.
Biggest changeSaha , 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.
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. Ms.
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.
Craig currently serves as Senior Vice President, Controller and Chief Accounting Officer, and he will continue serving in this role until such time as a new Chief Financial Officer is appointed. Prior to becoming the Company's Senior Vice President, Controller and Chief Accounting Officer on September 7, 2018, Mr.
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.
Item 4. Mine Safety Disclosures Not applicable. 29 Table of Contents Information about our Executive Officers The following individuals are the executive officers of the Company: Name Age Position Douglas L. Peterson 65 President and Chief Executive Officer Ewout L. Steenbergen 54 Executive Vice President, Chief Financial Officer Christopher F.
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.
Steenbergen has served as Executive Vice President and Chief Financial Officer at S&P Global since November 2016. Mr. Tavernier , prior to becoming President, S&P Global Mobility on February 28, 2022, was Executive Vice President of IHS Markit and President of its Transportation segment since 2019.
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.
Kansler , prior to becoming President, S&P Global Market Intelligence on February 28, 2022, was Executive Vice President of IHS Markit and President of IHS Markit’s Financial Services segment since 2016. 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, served as Executive Vice President, General Counsel since August 2016 at S&P Global. Mr.
Cheung , prior to becoming President, S&P Global Ratings on February 28, 2022, was President, S&P Global Market Intelligence since January 2, 2019, and was Head of Global Risk Services, S&P Global’s Chief Strategy Officer, and previously held management positions at S&P Global Ratings.
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 48 President, S&P Global Ratings Commodity Insights Saugata Saha 48 President, S&P Global Commodity Insights Mobility Edouard Tavernier 50 President, S&P Global Mobility Indices Dan Draper 55 Chief Executive Officer, S&P Dow Jones Indices S&P Global Functions S. Swamy Kocherlakota 57 Executive Vice President, Chief Digital Solutions Officer Steven J.
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.
Moore , prior to becoming Executive Vice President, Global Head of Strategy, M&A and Partnerships on February 28, 2022, led IHS Markit’s European credit business and global loan business. 30 Table of Contents Mr.
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.
Removed
Craig 50 Interim Chief Financial Officer (effective February 12, 2024) Market Intelligence Adam Kansler 54 President, S&P Global Market Intelligence Ratings Martina L.
Added
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.
Removed
Kemps 59 Executive Vice President, Chief Legal Officer Dimitra Manis 58 Executive Vice President, Chief Purpose Officer Sally Moore 48 Executive Vice President, Global Head of Strategy, M&A and Partnerships Ms.
Added
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.
Removed
She was also Head of S&P Global Sustainable1 and continues to support Sustainable1 as the S&P Global Operating Committee executive sponsor. Mr. Craig will begin serving as Interim Chief Financial Officer on February 12, 2024. Mr.
Added
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
Manis , prior to becoming Executive Vice President, Chief Purpose Officer, served as Executive Vice President, Chief People Officer since May 15, 2018 at S&P Globa l. Ms.
Added
Ernsberger , 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.
Removed
Peterson , prior to becoming President and Chief Executive Officer on November 1, 2013, was President of S&P Global Ratings (then known as Standard & Poor's Ratings Services) since 2 011. Mr.
Added
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.
Removed
Prior to that he was senior vice president of Transportation since 2016. 31 Table of Contents PART II
Added
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.
Added
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

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

190 edited+61 added29 removed162 unchanged
Biggest changeThe table below reconciles segment operating profit to total operating profit: (in millions) Year ended December 31, % Change 2023 2022 2021 ’23 vs ’22 ’22 vs ’21 Market Intelligence 1 $ 714 $ 2,488 $ 676 (71)% N/M Ratings 2 1,864 1,672 2,629 11% (36)% Commodity Insights 3 704 591 544 19% 9% Mobility 4 260 213 22% N/M Indices 5 925 927 798 —% 16% Engineering Solutions 6 19 15 24% N/M Total segment operating profit 4,486 5,906 4,647 (24)% 27% Corporate Unallocated expense 7 (502) (989) (426) 49% N/M Equity in Income on Unconsolidated Subsidiaries 8 36 27 33% N/M Total operating profit $ 4,020 $ 4,944 $ 4,221 (19)% 17% N/M - Represents a change equal to or in excess of 100% or not meaningful 1 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. 2021 includes employee severance charges of $3 million, a gain on disposition of $3 million, acquisition-related costs of $2 million and lease-related costs of $1 million. 2023, 2022 and 2021 include amortization of intangibles from acquisitions of $561 million, $474 million and $65 million, respectively. 2 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. 2021 includes a gain on disposition of $6 million, recovery of lease-related costs of $4 million and employee severance charges of $3 million. 2023, 2022 and 2021, include amortization of intangibles from acquisitions of $8 million, $7 million and $10 million, respectively. 3 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. 2021 includes recovery of lease-related costs of $2 million. 2023, 2022 and 2021 include amortization of intangibles from acquisitions of $131 million, $111 million and $8 million, respectively. 4 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 $4 million and IHS Markit merger costs of $3 million. 2023 and 2022 include amortization of intangibles from acquisitions of $301 million and $241 million, respectively. 5 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. 2021 includes recovery of lease-related costs of $1 million. 2023, 2022 and 2021 include amortization of intangibles from acquisitions of $36 million, $31 million and $6 million, respectively. 45 Table of Contents 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 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. 2021 includes IHS Markit merger costs of $249 million, employee severance charges of $13 million, lease-related costs of $4 million, a lease impairment of $3 million, Kensho retention related expenses of $2 million, acquisition-related costs of $2 million and a gain on disposition of $2 million. 2023, 2022 and 2021 include amortization of intangibles from acquisitions of $3 million, $4 million and $7 million, respectively. 8 2023 includes an asset impairment of $2 million. 2023 and 2022 includes amortization of intangibles from acquisitions of $56 million and $55 million, respectively. 2023 Segment Operating Profit Decreased 24% as compared to 2022.
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.
Loss (Gain) on Dispositions During the year ended December 31, 2023, we completed the following disposition and received the following contingent payment that resulted in a pre-tax loss of $70 million, which was included in Loss (gain) on dispositions in the consolidated statement of income: During the year ended December 31, 2023, we recorded a pre-tax loss of $120 million in Loss (gain) on dispositions and disposition-related costs of $16 million in selling and general expenses in the consolidated statements of income ($182 million after-tax, net of a release of a deferred tax liability of $157 million) related to the sale of Engineering Solutions. In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) along with a related family of leveraged loan indices in June of 2022.
During the year ended December 31, 2023, we completed the following disposition and received the following contingent payment that resulted in a pre-tax loss of $70 million, which was included in (Gain) loss on dispositions, net in the consolidated statement of income: During the year ended December 31, 2023, we recorded a pre-tax loss of $120 million in (Gain) loss on disposition, net and disposition-related costs of $16 million in selling and general expenses in the consolidated statements of income ($182 million after-tax, net of a release of a deferred tax liability of $157 million) related to the sale of Engineering Solutions. In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) along with a related family of leveraged loan indices in June of 2022.
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 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.
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 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.
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 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.
Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual businesses functional currency. Other Income , net Other expense (income), net primarily includes the net periodic benefit cost for our retirement and post retirement plans.
Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual businesses functional currency. Other (Income) Expense, net Other (income) expense, net primarily includes the net periodic benefit cost for our retirement and post retirement plans.
During the year ended December 31, 2022, we completed the following dispositions that resulted in a pre-tax gain of $1.9 billion, which was included in Loss (gain) on dispositions in the consolidated statements of income: In June of 2022, we comple ted the previously announced sale of LCD along with a related family of leveraged loan indices, within our Market Intelligence and Indices segments, respectively, to Morningstar for a purchase price of $600 million in cash, subject to customary adjustments, and a contingent payment of up to $50 million which was payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships.
During the year ended December 31, 2022, we completed the following dispositions that resulted in a pre-tax gain of $1.9 billion, which was included in (Gain) loss on dispositions, net in the consolidated statements of income: In June of 2022, we comple ted the previously announced sale of LCD along with a related family of leveraged loan indices, within our Market Intelligence and Indices segments, respectively, to Morningstar for a purchase price of $600 million in cash, subject to customary adjustments, and a contingent payment of up to $50 million which was payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships.
During the year ended December 31, 2022, we recorded a pre-tax gain of $1.342 billion ($1.005 billion after tax) in Loss (gain) on dispositions in the consolidated statements of income related to the sale of CGS. In February of 2022, we completed the previously announced sale of OPIS to News Corp for $1.150 billion in cash.
During the year ended December 31, 2022, we recorded a pre-tax gain of $1.342 billion ($1.005 billion after tax) in (Gain) loss on dispositions, net in the consolidated statements of income related to the sale of CGS. In February of 2022, we completed the previously announced sale of OPIS to News Corp for $1.150 billion in cash.
In June of 2022, we completed the previously announced sale of LCD, a business within our Market Intelligence segment, to Morningstar. During the year ended December 31, 2022, we recorded a pre-tax gain of $505 million ($378 million after-tax) in Loss (gain) on dispositions in the consolidated statements of income for the sale of LCD.
In June of 2022, we completed the previously announced sale of LCD, a business within our Market Intelligence segment, to Morningstar. During the year ended December 31, 2022, we recorded a pre-tax gain of $505 million ($378 million after-tax) in (Gain) loss on dispositions, net in the consolidated statements of income for the sale of LCD.
Excluding the impact of higher amortization of intangibles from acquisitions in 2023 of 6 percentage points and higher IHS Markit merger costs in 2023 of 3 percentage point, partially offset by higher employee severance charges in 2022 of 6 percentage points, operating profit increased 16%.
Excluding the impact of higher amortization of intangibles from acquisitions in 2023 of 6 percentage points and higher IHS Markit merger costs in 2023 of 3 percentage points, partially offset by higher employee severance charges in 2022 of 6 percentage points, operating profit increased 16%.
During the year ended December 31, 2022, we recorded a pre-tax gain of $52 million ($43 million after-tax) for the sale of a family of leveraged loan indices in Loss (gain) on dispositions in the consolidated statements of income.
During the year ended December 31, 2022, we recorded a pre-tax gain of $52 million ($43 million after-tax) for the sale of a family of leveraged loan indices in (Gain) loss on dispositions, net in the consolidated statements of income.
During the year ended December 31, 2022, we recorded a pre-tax gain of $1.342 billion ($ 1.005 billion after-tax) in Loss (gain) on dispositions in the consolidated statements of income related to the sale of CGS.
During the year ended December 31, 2022, we recorded a pre-tax gain of $1.342 billion ($ 1.005 billion after-tax) in (Gain) loss on dispositions, net in the consolidated statements of income related to the sale of CGS.
We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements: 67 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: 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.
The following table provides revenue and segment operating profit information for the years ended December 31: (in millions) Year ended December 31, % Change 2023 2022 2021 ’23 vs ’22 ’22 vs ’21 Revenue $ 133 $ 323 $ (59) % N/M Subscription revenue $ 125 $ 300 $ (58) % N/M Non-subscription revenue $ 8 $ 23 $ (67) % N/M % of total revenue: Subscription revenue 94 % 93 % % Non-subscription revenue 6 % 7 % % U.S. revenue $ 72 $ 179 $ (60) % N/M International revenue $ 61 $ 144 $ (57) % N/M % of total revenue: U.S. revenue 54 % 55 % % International revenue 46 % 45 % % Operating profit 1 $ 19 $ 15 $ 24 % N/M % Operating margin 14 % 5 % % N/M- Represents a change equal to or in excess of 100% or not meaningful 1 2023 includes amortization of intangibles from acquisitions of $1 million. 2022 includes employee severance charges of $4 million and amortization of intangibles from acquisitions of $35 million. 2023 Revenue decreased 59% as a result of the sale of Engineering Solutions.
The following table provides revenue and segment operating profit information for the years ended December 31: (in millions) Year ended December 31, % Change 2024 2023 2022 ’24 vs ’23 ’23 vs ’22 Revenue $ $ 133 $ 323 N/M (59) % Subscription revenue $ $ 125 $ 300 N/M (58) % Non-subscription revenue $ $ 8 $ 23 N/M (67) % % of total revenue: Subscription revenue % 94 % 93 % Non-subscription revenue % 6 % 7 % U.S. revenue $ $ 72 $ 179 N/M (60) % International revenue $ $ 61 $ 144 N/M (57) % % of total revenue: U.S. revenue % 54 % 55 % International revenue % 46 % 45 % Operating profit 1 $ $ 19 $ 15 N/M 24 % % Operating margin % 14 % 5 % N/M Represents a change equal to or in excess of 100% or not meaningful 1 2023 includes amortization of intangibles from acquisitions of $1 million. 2022 includes employee severance charges of $4 million and amortization of intangibles from acquisitions of $35 million. 2023 Revenue decreased 59% as a result of the sale of Engineering Solutions.
Our primary source of funds for operations is cash from our businesses and our core businesses have been strong cash generators. In 2024, cash on hand, cash flows from operations and availability under our existing credit facility are expected to be sufficient to meet any additional operating and recurring cash needs in the short term and into the foreseeable future.
Our primary source of funds for operations is cash from our businesses and our core businesses have been strong cash generators. In 2025, cash on hand, cash flows from operations and availability under our existing credit facility are expected to be sufficient to meet any additional operating and recurring cash needs in the short term and into the foreseeable future.
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] 34 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] 32 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, 2023, 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, 2024, which have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).
Our 2022 Repurchase Program has no expiration date and purchases under the program may be made from time to time on the open market and in private transactions, depending on market conditions. The following table provides information on our purchases of our outstanding common stock during the fourth quarter of 2023 pursuant to our 2022 Repurchase Program (column c).
Our 2022 Repurchase Program has no expiration date and purchases under the program may be made from time to time on the open market and in private transactions, depending on market conditions. The following table provides information on our purchases of our outstanding common stock during the fourth quarter of 2024 pursuant to our 2022 Repurchase Program (column c).
Product launches and innovation continued at Market Intelligence in 2023 with the introduction of several new products and product features leveraging technology investments. Legal and Regulatory Environment The market for data, analytical capabilities and research services is intensely competitive, ranging from established firms to fast evolving market disruptors.
Product launches and innovation continued at Market Intelligence in 2024 with the introduction of several new products and product features leveraging technology investments. Legal and Regulatory Environment The market for data, analytical capabilities and research services is intensely competitive, ranging from established firms to fast evolving market disruptors.
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, 2023 and 2022, 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, 2024 and 2023, respectively.
We believe that the amount of cash and cash equivalents on hand, cash flows expected from operations and availability under our credit facility will be adequate for us to execute our business strategy and meet anticipated requirements for lease obligations, capital expenditures, working capital and debt service for 2024.
We believe that the amount of cash and cash equivalents on hand, cash flows expected from operations and availability under our credit facility will be adequate for us to execute our business strategy and meet anticipated requirements for lease obligations, capital expenditures, working capital and debt service for 2025.
See Note 7 Employee Benefits to our consolidated financial statements for further discussion. 66 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. 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.
Depreciation and Amortization Depreciation and amortization was $1,143 million in 2023 compared to $1,013 million in 2022, primarily due to higher intangible asset amortization driven by the impact of the merger with IHS Markit, partially offset by lower intangible asset amortization driven by the sale of Engineering Solutions on May 2, 2023.
D epreciation and Amortization Depreciation and amortization was $1,143 million in 2023 compared to $1,013 million in 2022, primarily due to higher intangible asset amortization driven by the impact of the merger with IHS Markit, partially offset by lower intangible asset amortization driven by the sale of Engineering Solutions on May 2, 2023.
It is possible that tax examinations will be settled prior to December 31, 2024. If any of these tax audit settlements do occur within that period, we would make any necessary adjustments to the accrual for unrecognized tax benefits.
It is possible that tax examinations will be settled prior to December 31, 2025. If any of these tax audit settlements do occur within that period, we would make any necessary adjustments to the accrual for unrecognized tax benefits.
These increases were partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023, a decrease in new entity credit ratings revenue at Ratings and lower over-the-counter derivatives revenue at Indices. Foreign exchange rates had an unfavorable impact of less than 1 percentage point. 36 Table of Contents Operating profit decreased 19%.
These increases were partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023, a decrease in new entity credit ratings revenue at Ratings and lower over-the-counter derivatives revenue at Indices. Foreign exchange rates had an unfavorable impact of less than 1 percentage point. Operating profit decreased 19%.
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 48 Table of Contents contract term.
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.
Excluding the impact of a higher gain on dispositions in 2022 of 79 percentage points, higher amortization of intangibles in 2023 of 4 percentage points, higher acquisition-related costs of 3 percentage point and higher IHS Markit merger costs in 2023 of 1 percentage point, operating profit increased 16% primarily due to revenue growth, partially offset by expenses associated with the merger with IHS Markit, higher compensation costs and increased incentives.
Excluding the impact of a higher gain on dispositions in 2022 of 79 percentage points, higher 47 Table of Contents amortization of intangibles in 2023 of 4 percentage points, higher acquisition-related costs of 3 percentage points and higher IHS Markit merger costs in 2023 of 1 percentage point, operating profit increased 16% primarily due to revenue growth, partially offset by expenses associated with the merger with IHS Markit, higher compensation costs and increased incentives.
Accrued interest and penalties related to unrecognized tax benefits are recognized in interest expense and operating expense, respectively. 69 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. 67 Table of Contents Judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and unrecognized tax benefits.
For 2023, 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. 68 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 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.
Excluding the unfavorable impact of a higher gain on dispositions in 2022 of 33 percentage points, higher amortization of intangibles from acquisitions in 2023 of 2 percentage points and higher acquisition-related costs of 1 percentage point, partially offset by higher employee severance charges in 2022 of 1 percentage point, segment operating profit increased 12%.
Excluding the unfavorable impact of a higher gain on dispositions in 2022 of 33 percentage points, higher amortization of intangibles from acquisitions in 2023 of 2 percentage points and higher acquisition-related costs of 1 percentage point, partially offset by higher employee severance 43 Table of Contents charges in 2022 of 1 percentage point, segment operating profit increased 12%.
In 2009, the European Parliament passed a regulation (“CRA1”) that established an oversight regime for the credit rating industry in the EU, which became effective in 2010. CRA1 53 Table of Contents requires the registration, formal regulation and periodic inspection of credit rating agencies operating in the EU. Ratings was granted registration in October of 2011.
In 2009, the European Parliament passed a regulation (“CRA1”) that established an oversight regime for the credit rating industry in the EU, which became effective in 2010. CRA1 requires the registration, formal regulation and periodic inspection of credit rating agencies operating in the EU. Ratings was granted registration in October of 2011.
Mobility Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies. In February of 2023, we completed the acquisition of Market Scan Information Systems Inc.
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. In February of 2023, we completed the acquisition of Market Scan Information Systems Inc.
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 September 12, 2023, we issued $750 million of 5.25% senior notes due in 2033. 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; $921 million of 4.25% Senior Notes due 2029 that were originally issued on March 2, 2022; 64 Table of Contents $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 May 26, 2015, we issued $700 million of 4.0% senior notes due in 2025. 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 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.
This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as ESG and supply chain data analytics; Enterprise Solutions software and workflow solutions that help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements.
This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as energy transition and sustainability and supply chain data analytics; Enterprise Solutions software and workflow solutions that help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements.
We performed our impairment assessment of goodwill and indefinite-lived intangible assets and concluded that no impairment existed for the years ended December 31, 2023, 2022 and 2021.
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.
Our credit ratings can also relate to the credit quality of an individual debt issue, such as a corporate or municipal bond, and the relative likelihood that the issue may default. Ratings disaggregates its revenue between transaction and non-transaction.
Our credit ratings can also relate to the credit quality of an individual debt issue, such as a corporate or municipal bond, and the relative likelihood that the issue may default. 48 Table of Contents Ratings disaggregates its revenue between transaction and non-transaction.
During the year ended December 31, 2022, we recorded a pre-tax gain of $52 million ($43 million after-tax) for the sale of a family of leveraged loan indices in Loss (gain) on dispositions in the consolidated statements of income. In June of 2022, we completed the previously announced sale of the Base Chemicals business to News Corp for $295 million in cash.
During the year ended December 31, 2022, we recorded a pre-tax gain of $52 million ($43 million after-tax) for the sale of a family of leveraged loan indices in (Gain) loss on dispositions, net in the consolidated statements of income. 41 Table of Contents In June of 2022, we completed the previously announced sale of the Base Chemicals business to News Corp for $295 million in cash.
We use our cash for a variety of needs, including but not limited to: ongoing investments in our businesses, strategic acquisitions, share repurchases, dividends, repayment of debt, capital expenditures and investment in our infrastructure. Cash Flow Overview Cash, cash equivalents, and restricted cash were $1.3 billion as of December 31, 2023 and 2022.
We use our cash for a variety of needs, including but not limited to: ongoing investments in our businesses, strategic acquisitions, share repurchases, dividends, repayment of debt, capital expenditures and investment in our infrastructure. Cash Flow Overview Cash, cash equivalents, and restricted cash were $1.7 billion and $1.3 billion as of December 31, 2024 and 2023, respectively.
Returns assume $100 invested on December 31, 2018 and total return includes reinvestment of dividends through December 31, 2023. 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, 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.
The following table summarizes our significant contractual obligations and commercial commitments as of December 31, 2023, over the next several years.
The following table summarizes our significant contractual obligations and commercial commitments as of December 31, 2024, over the next several years.
As of December 31, 2023, we had $230 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, 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.
This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year. 2022 Revenue increased 35% as compared to 2021. Subscription revenue increased in 2022 primarily due to the impact of the merger with IHS Markit.
This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year. 2023 Revenue increased 12% as compared to 2022. Subscription revenue increased in 2023 primarily due to the impact of the merger with IHS Markit.
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 2023, we contributed $10 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 2024, we contributed $11 million to our retirement plans.
Expected employer contributions in 2024 are $11 million and $3 million for our retirement and postretirement plans, respectively. In 2024, we may elect to make additional non-required contributions depending on investment performance and the pension plan status.
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.
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 26, 2024 was 2,733.
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.
See “Reconciliation of Non-GAAP Financial Information” below for a reconciliation of cash flow provided by operating activities, the most directly comparable U.S. GAAP financial measure, to free cash flow. Operating activities Cash provided by operating activities increased to $3.7 billion in 2023 as compared to $2.6 billion in 2022.
See “Reconciliation of Non-GAAP Financial Information” below for a reconciliation of cash flow provided by operating activities, the most directly comparable U.S. GAAP financial measure, to free cash flow. Operating activities Cash provided by operating activities increased to $5.7 billion in 2024 as compared to $3.7 billion in 2023.
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.
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.
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. 42 Table of Contents Selling and General Expenses Selling and general expenses decreased 7%.
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. Selling and General Expenses Selling and general expenses decreased 7%.
For a further discussion of competitive and other risks inherent in our Engineering Solutions 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 Commodity Insights business, see Item 1A, Risk Factors , in this Annual Report on Form 10-K.
Foreign exchange rates had a favorable impact of 4 percentage points. Industry Highlights and Outlook Market Intelligence continues to focus on developing key product offerings in growth areas such as sustainability and growing new products and product features by leveraging technology investments.
Foreign exchange rates had a favorable impact of 1 percentage point. Industry Highlights and Outlook Market Intelligence continues to focus on developing key product offerings in growth areas such as energy transition and sustainability and growing new products and product features by leveraging technology investments.
As of December 31, 2023, we have approximately $7.1 billion of undistributed earnings of our foreign subsidiaries, of which $4.3 billion is reinvested indefinitely in our foreign operations. Contingencies We are subject to a number of lawsuits and claims that arise in the ordinary course of business.
As of December 31, 2024, we have approximately $8.5 billion of undistributed earnings of our foreign subsidiaries, of which $4.7 billion is reinvested indefinitely in our foreign operations. Contingencies We are subject to a number of lawsuits and claims that arise in the ordinary course of business.
Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual businesses functional currency. 2022 Segment Operating Profit Increased 27% as compared to 2021.
Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual businesses functional currency. 2023 Segment Operating Profit Segment operating profit decreased 24% as compared to 2022.
Shareholder Return During the three years ended December 31, 2023, we have returned approximately $18.2 billion to our shareholders through a combination of share repurchases and our quarterly dividends: we completed share repurchases of approximately $15.3 billion and distributed regular quarterly dividends totaling approximately $2.9 billion.
Shareholder Return During the three years ended December 31, 2024, we have returned approximately $21.9 billion to our shareholders through a combination of share repurchases and our quarterly dividends: we completed share repurchases of approximately $18.6 billion and distributed regular quarterly dividends totaling approximately $3.3 billion.
Foreign exchange rates had a favorable impact of 1 percentage point.
Foreign exchange rates had a favorable impact of less than 1 percentage point.
This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year. 41 Table of Contents Total Expenses The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the years ended December 31, 2023 and 2022: (in millions) 2023 2022 % Change Operating- related expenses Selling and general expenses Operating- related expenses Selling and general expenses Operating- related expenses Selling and general expenses Market Intelligence 1 $ 1,946 $ 1,165 $ 1,677 $ 983 16% 18% Ratings 2 963 468 928 404 4% 16% Commodity Insights 3 644 461 513 466 26% (1)% Mobility 4 408 502 296 385 38% 31% Indices 5 221 219 207 218 7% 1% Engineering Solutions 6 85 27 197 76 (57)% (65)% Intersegment eliminations 7 (177) (169) 5% N/M Total segments 4,090 2,842 3,649 2,532 12% 12% Corporate Unallocated expense 8 51 317 104 864 (51)% (63)% $ 4,141 $ 3,159 $ 3,753 $ 3,396 10% (7)% N/M - Represents a change equal to or in excess of 100% or not meaningful 1 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 as asset write-off of $1 million.
The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the years ended December 31, 2023 and 2022: (in millions) 2023 2022 % Change Operating- related expenses Selling and general expenses Operating- related expenses Selling and general expenses Operating- related expenses Selling and general expenses Market Intelligence 1 $ 1,946 $ 1,165 $ 1,677 $ 983 16% 18% Ratings 2 963 468 928 404 4% 16% Commodity Insights 3 644 461 513 466 26% (1)% Mobility 4 408 502 296 385 38% 31% Indices 5 221 219 207 218 7% 1% Engineering Solutions 6 85 27 197 76 (57)% (65)% Intersegment eliminations 7 (177) (169) 5% N/M Total segments 4,090 2,842 3,649 2,532 12% 12% Corporate Unallocated expense 8 51 317 104 864 (51)% (63)% $ 4,141 $ 3,159 $ 3,753 $ 3,396 10% (7)% N/M - Represents a change equal to or in excess of 100% or not meaningful 1 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.
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals & steel and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and consumers.
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.
As of December 31, 2023 and 2022, the carrying value of goodwill and other indefinite-lived intangible assets was $35.7 billion and $35.4 billion, respectively.
As of December 31, 2024 and 2023, the carrying value of goodwill and other indefinite-lived intangible assets was $35.8 billion and $35.7 billion, respectively.
As of December 31, 2023, we have recorded $3.8 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, 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.
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.
As of May 2, 2023, we completed the sale of S&P Global Engineering Solutions (“Engineering Solutions”), a provider of engineering standards and related technical knowledge, and the results are included through that date.
See Note 9 Equity to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for information related to our accelerated share repurchase (“ASR”) agreements.
See Note 9 Equity to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for information related to our ASR agreements.
A 0.25 percentage point increase or decrease in the weighted average cost of capital would decrease or increase the redemption value by approximately $81 million or $108 million, respectively. As of December 31, 2023, the terminal growth rate used in the Company's income analysis to estimate the fair value of the redeemable noncontrolling interest was 2.2%.
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.
Interest Expense, net Net interest expense for 2023 increased $30 million compared to 2022 primarily due to the issuance of $750 million 5.25% senior notes in September of 2023 and incremental expense related to commercial paper borrowings. Net interest expense for 2022 increased $185 million compared to 2021 primarily due to higher debt balances.
Interest expense, net increased $30 million in 2023 compared to 2022 primarily due to the issuance of $750 million 5.25% senior notes in September of 2023 and incremental expense related to commercial paper borrowings.
Our discount rate and return on asset assumptions used to determine the net periodic pension and postretirement benefit cost on our U.S. retirement plans are as follows: Retirement Plans Postretirement Plans January 1 2024 2023 2022 2024 2023 2022 Discount rate 5.27 % 5.63 % 3.05 % 5.18 % 5.52 % 2.72 % Return on assets 6.00 % 6.00 % 4.00 % As of December 31, 2023, the Company had $1.1 billion in pension benefit obligation for our U.S. retirement plans.
Our discount rate and return on asset assumptions used to determine the net periodic pension and postretirement benefit cost on our U.S. retirement plans are as follows: Retirement Plans Postretirement Plans January 1 2025 2024 2023 2025 2024 2023 Discount rate 5.74 % 5.27 % 5.63 % 5.57 % 5.18 % 5.52 % Return on assets 6.25 % 6.00 % 6.00 % As of December 31, 2024, the Company had $1.0 billion in pension benefit obligation for our U.S. retirement plans.
(in millions) Year ended December 31, 2023 2022 2021 Net cash provided by (used for): Operating activities $ 3,710 $ 2,603 $ 3,598 Investing activities 562 3,628 (120) Financing activities (4,280) (11,326) (1,013) In 2023, free cash flow increased to $3.3 billion compared to $2.2 billion in 2022 primarily due to an increase in cash provided by operating activities as discussed below.
(in millions) Year ended December 31, 2024 2023 2022 Net cash provided by (used for): Operating activities $ 5,689 $ 3,710 $ 2,603 Investing activities (255) 562 3,628 Financing activities (4,998) (4,280) (11,326) In 2024, free cash flow increased to $5.3 billion compared to $3.3 billion in 2023 primarily due to an increase in cash provided by operating activities as discussed below.
The following table presents a reconciliation of our cash flow provided by operating activities to free cash flow: (in millions) Year ended December 31, % Change 2023 2022 2021 ’23 vs ’22 ’22 vs ’21 Cash provided by operating activities $ 3,710 $ 2,603 $ 3,598 42% (28)% Capital expenditures (143) (89) (35) Distributions to noncontrolling interest holders (280) (270) (227) Free cash flow $ 3,287 $ 2,244 $ 3,336 46% (33)% (in millions) 2023 2022 2021 ’23 vs ’22 ’22 vs ’21 Cash provided by (used for) investing activities 562 3,628 (120) (85)% N/M Cash used for financing activities (4,280) (11,326) (1,013) (62)% N/M N/M Represents a change equal to or in excess of 100% or not meaningful CRITICAL ACCOUNTING ESTIMATES Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S.
The following table presents a reconciliation of our cash flow provided by operating activities to free cash flow: (in millions) Year ended December 31, % Change 2024 2023 2022 ’24 vs ’23 ’23 vs ’22 Cash provided by operating activities $ 5,689 $ 3,710 $ 2,603 53% 42% Capital expenditures (124) (143) (89) Distributions to noncontrolling interest holders (287) (280) (270) Free cash flow $ 5,278 $ 3,287 $ 2,244 61% 46% (in millions) 2024 2023 2022 ’24 vs ’23 ’23 vs ’22 Cash (used for) provided by investing activities (255) 562 3,628 N/M (85)% Cash used for financing activities (4,998) (4,280) (11,326) 17% (62)% N/M Represents a change equal to or in excess of 100% or not meaningful CRITICAL ACCOUNTING ESTIMATES Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S.
Foreign exchange rates had a favorable impact of 1 percentage point. 2022 Revenue increased 74% primarily due to the impact of the merger with IHS Markit. Subscription revenue growth for certain Market Intelligence Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data and Advisory Solutions also contributed to revenue growth.
Foreign exchange rates had a favorable impact of 3 percentage points. 2023 Revenue increased 15% primarily due to the impact of the merger with IHS Markit. Subscription revenue growth for Market Intelligence Desktop products, RatingsXpress®, RatingsDirect®, and data feed products within Data and Advisory Solutions also contributed to revenue growth.
Foreign exchange rates had an unfavorable impact of 1 percentage point. Industry Highlights and Outlook Revenue increased in 2023 primarily due to higher exchange-traded derivative revenue driven by continued strength in average trading volume, higher data subscription revenue and higher average levels of AUM for ETFs, partially offset by lower over-the-counter derivatives revenue.
Foreign exchange rates had an unfavorable impact of 1 percentage point. 2023 Revenue at Indices increased 5% primarily due to higher exchange-traded derivative revenue driven by continued strength in average trading volume and higher data subscription revenue, partially offset by lower over-the-counter derivatives revenue.
Similarly, other laws, regulations and rules are being 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 proposal for an EU regulation on the transparency and integrity of ESG rating activities.
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").
DORA will impose operational resilience and cyber security standards and obligations, including technical and organizational standards and responsibilities which may require technology and/or organizational investment, upon (i) many Market Intelligence financial market clients, who may look to pass such obligations onto vendors like Market Intelligence, and (ii) information and communications technology providers designated by the EU as “Critical Third Party Providers,” which may, or may not, include Market Intelligence.
DORA imposes operational resilience and cyber security standards and obligations, including technical and organizational standards and responsibilities which require technology and/or organizational investment, upon (i) many Market Intelligence financial market clients, who aim to pass such obligations onto vendors like Market Intelligence, and (ii) information and communications technology providers designated by the EU as “Critical Third Party Providers,” which in certain instances includes Market Intelligence.
The decrease in other income, net in 2023 compared to 2022 was primarily due to losses on our mark-to-market investments in 2023 compared to gains in 2022 and the increase in 2022 compared to 2021 was primarily due to a higher gain on investments in 2022.
The decrease in other income, net in 2023 compared to 2022 was primarily due to losses on our mark-to-market investments in 2023 compared to gains in 2022.
Our offerings utilized advanced knowledge discovery technologies, research tools, and software-based engineering decision engines to advance innovation, maximize productivity, improve quality and reduce risk. 61 Table of Contents Engineering Solutions’ revenue was generated primarily through the following sources: Subscription revenue primarily from subscriptions to our Product Design offerings providing standards, codes and specifications; applied technical reference; engineering journals, reports, best practices, and other vetted technical reference; and patents and patent applications, which includes Engineering Workbench; Goldfire’s cognitive search and other advanced knowledge discovery capabilities that help pinpoint answers buried in enterprise systems and unstructured data enabling engineers and technical professionals to accelerate problem solving; and Non-subscription revenue primarily from retail transaction and consulting services.
Engineering Solutions’ revenue was generated primarily through the following sources: Subscription revenue primarily from subscriptions to our Product Design offerings providing standards, codes and specifications; applied technical reference; engineering journals, reports, best practices, and other vetted technical reference; and patents and patent applications, which includes Engineering Workbench; Goldfire’s cognitive search and other advanced knowledge discovery capabilities that help pinpoint answers buried in enterprise systems and unstructured data enabling engineers and technical professionals to accelerate problem solving; and Non-subscription revenue primarily from retail transaction and consulting services.
Regular quarterly dividends per share of our common stock for 2023 and 2022 were as follows: 2023 2022 $0.90 per quarter in 2023 $ 3.60 $0.77 in the first quarter of 2022 and $0.85 in the remaining quarters of 2022 $ 3.32 On January 23, 2024, the Board of Directors approved a quarterly common stock dividend of $0.91 per share. 32 Table of Contents Transfer Agent and Registrar for Common Stock Computershare is the transfer agent for S&P Global.
Regular quarterly dividends per share of our common stock for 2024 and 2023 were as follows: 2024 2023 $0.91 per quarter in 2024 $ 3.64 $0.90 per quarter in 2023 $ 3.60 On January 28, 2025, the Board of Directors approved a quarterly common stock dividend of $0.96 per share. 29 Table of Contents Transfer Agent and Registrar for Common Stock Computershare is the transfer agent for S&P Global.
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 Loss (gain) on dispositions in the consolidated statements of income.
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.
Foreign exchange rates had an unfavorable impact of less than 1 percentage point. Operating profit remained unchanged, decreasing less than 1%.
Foreign exchange rates had an unfavorable impact of less than 1 percentage point. Operating profit increased 19%.
The increase was primarily due to revenue growth partially offset by expenses associated with the merger with IHS Markit, higher compensation costs, increased incentives, an increase in costs related to the Commodity Insights conferences in 2023 and an increase in strategic investments.
The increase was primarily due to revenue growth partially offset by expenses associated with the merger with IHS Markit, higher compensation costs, increased incentives, an increase in costs related to the Commodity Insights conferences in 2023 and an increase in strategic investments. Foreign exchange rates had a favorable impact of 1 percentage point.
Operating profit also includes amortization of intangibles from acquisitions of $1.1 billion, $959 million and $96 million for the years ended December 31, 2023, 2022 and 2021, respectively. 2023 Revenue increased 12% primarily due to the impact of the merger with IHS Markit; subscription revenue growth for Desktop products, RatingsXpress®, RatingsDirect®, and data feed products within Data & Advisory Solutions at Market Intelligence; growth in corporate bond ratings revenue and bank loan ratings revenue due to higher refinancing activity and higher non-transaction revenue due to an increase in surveillance revenue and an increase in revenue at our CRISIL subsidiary at Ratings; continued demand for market data and market insights products, higher conference revenue and an increase in sales usage-based royalties from the licensing of our proprietary market data and price assessments to commodity exchanges at Commodity Insights; price increases and new business growth within the Dealer business as well as the favorable impact of the acquisition of Market Scan in February of 2023 at Mobility; and higher exchange-traded derivative revenue and higher data subscription revenue at Indices.
Foreign exchange rates had a favorable impact of 1 percentage point. 34 Table of Contents 2023 Revenue increased 12% primarily due to the impact of the merger with IHS Markit; subscription revenue growth for Desktop products, RatingsXpress®, RatingsDirect®, and data feed products within Data & Advisory Solutions at Market Intelligence; growth in corporate bond ratings revenue and bank loan ratings revenue due to higher refinancing activity and higher non-transaction revenue due to an increase in surveillance revenue and an increase in revenue at our Crisil subsidiary at Ratings; continued demand for market data and market insights products, higher conference revenue and an increase in sales usage-based royalties from the licensing of our proprietary market data and price assessments to commodity exchanges at Commodity Insights; price increases and new business growth within the Dealer business as well as the favorable impact of the acquisition of Market Scan in February of 2023 at Mobility; and higher exchange-traded derivative revenue and higher data subscription revenue at Indices.
Industry Highlights and Outlook In 2023, the impact of the merger with IHS Markit, sustained demand for market data and market insights products, higher conference revenue and an increase in sales usage-based royalties from the licensing of our proprietary market data and price assessments to commodity exchanges mainly due to increased trading volumes contributed to revenue growth.
Industry Highlights and Outlook In 2024, sustained demand for market data and market insights products, an increase in sales usage-based royalties from the licensing of our proprietary market data and price assessments to commodity exchanges mainly due to increased trading volumes, higher consulting revenue and the favorable impact of the acquisition of World Hydrogen Leaders in May of 2024 contributed to revenue growth.
Transaction revenue increased due to growth in corporate bond ratings revenue primarily driven by increased high-yield and investment-grade issuance volumes due to higher refinancing activity. An increase in bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity also contributed to transaction revenue growth.
Transaction revenue increased primarily due to growth in corporate bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity. An increase in structured finance revenue driven by increased collateralized loan obligations (“CLOs”) issuance also contributed to transaction revenue growth.
Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture acquired in connection with the merger with IHS Markit. Equity in Income on Unconsolidated Subsidiaries was $27 million for the year ended December 31, 2022. Foreign exchange rates had an unfavorable impact on operating profit of less than 1 percentage point.
Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture acquired in connection with the merger with IHS Markit. Equity in Income on Unconsolidated Subsidiaries was $43 million for the year ended December 31, 2024 and $36 million for the year ended December 31, 2023. Foreign exchange rates had a favorable impact on operating profit of 1 percentage point.
Also, on January 23, 2024, the Board of Directors approved a quarterly common stock dividend of $0.91 per share.
Also, on January 28, 2025, the Board of Directors approved a quarterly common stock dividend of $0.96 per share.

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Other SPGI 10-K year-over-year comparisons