SPGIS&P Global
- Employees
- 44,500
- Headquarters
- New York, NY
- CEO
- Martina Cheung
- Next results
- around Feb 9, 2027
21 paragraphs in Risk Factors of the 10-K filed Feb 11, 2026 with nothing like them in the 10-K filed Feb 11, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 75 Financials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
AI is a rapidly evolving technology that is fundamentally changing the way data is gathered, produced, protected, licensed, processed, and consumed. Given the importance of data to our products and services, AI continues to be an increasingly important part of our business and industry. While 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, AI creates a number of evolving risks and opportunities and can exacerbate other risks, including those described herein:
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•Our competitors are deploying AI in ways that could materially reduce demand for our products and services (for example, by deploying AI in ways that make collection and processing of information relatively inexpensive or free or by leveraging AI to build products and services that compete with our products and services). The emerging availability of “off-the-shelf” AI models may also increase the ability of new and existing competitors to develop technology and applications which may compete with our products and services.
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•AI technologies used in our products and processes may incorporate or reproduce third-party content in their outputs, which may expose us to risks associated with infringing, misappropriating or otherwise violating others’ intellectual property rights, including the trademarks, copyrights, patents and other intellectual property rights of third parties, including from our competitors or nonpracticing entities which may expose us to protracted and expensive litigation and may materially and adversely affect our business going forward. We may also be unable to protect our data from unintended use or access by third-party AI systems.
•Our approach for managing our clients’ use of our data is influenced by AI. Our approach must effectively balance protecting our data and enabling our clients to leverage our data for their needs. Given the evolving nature of AI, at this time we are unable to predict if our approach will be successful. If our approach is ultimately inadequate, we could materially dilute the value of our data and/or lose significant market share or revenue.
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•We consider many of our products and services to be proprietary, and our success depends, in part, on protecting our intellectual property, proprietary information, and technology. We rely on a variety of measures to maintain, protect and enforce our intellectual property portfolio, including trademark and patent protection, trade secret laws, legal misappropriation doctrines, confidentiality procedures and contractual restrictions, all of which provide only limited protection. In particular, such measures may not prevent infringement, violation, misuse or misappropriation of our intellectual property rights or proprietary or confidential information. For example, we routinely face unauthorized use of our indices and price assessments, and our efforts to stop such uses require significant time and expense, and are not always successful.
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•There can be no assurance that any future patent, trademark, or other intellectual property registrations will be issued for our pending or future applications or that any of our current or future patents, trademarks or other intellectual property rights will be valid, enforceable, sufficiently broad in scope, provide adequate protection of our technology or other proprietary rights, or provide us with any competitive advantage. Any additional investment in protecting our intellectual property rights through additional trademark, patent or other intellectual property filings could be time consuming and expensive, both in terms of application and maintenance costs. We make business decisions about whether and where to seek patent, copyright, and trademark protection for a particular technology and when to rely upon trade secret protection, and the approach we select may ultimately prove to be inadequate. Businesses we acquire may also have intellectual property portfolios which increase the complexity of managing our intellectual property portfolio and protecting our competitive position. Failure to obtain, protect and maintain our intellectual property adequately could harm the value of, and revenue generated by, such assets as well as harm our reputation and affect our ability to compete effectively.
•We cannot guarantee that we will be successful in maintaining, protecting, or enforcing the confidentiality of our trade secrets or that our confidentiality and non-disclosure agreements for such trade secrets will provide sufficient protection of our trade secrets, know-how, or other proprietary information in the event of any unauthorized use, misappropriation, or other disclosure. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret or know-how is difficult, fact-intensive, expensive, and time-consuming, and the outcome is unpredictable. In addition, trade secrets and know-how can be difficult to protect and some courts inside and outside the U.S. are less willing or unwilling to protect trade secrets and know-how. Further, these agreements do not prevent our competitors from independently developing product or service offerings that are substantially equivalent or superior to our offerings. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us, and
our competitive position would be materially and adversely harmed. The loss of trade secret protection could make it easier for third parties to compete with our products and services by copying functionality, and pervasive data leakage could render our capabilities redundant over time.
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We have been, and may in the future be, subject to intellectual property disputes, which are costly to defend and could harm our business and operating results.
Our success depends, in part, on our ability to operate our business without infringing, misappropriating or otherwise violating third-party intellectual property rights. We have been, and may in the future be, subject to claims and litigation alleging that we or our products or services infringe, misappropriate or otherwise violate others’ intellectual property rights, including the trademarks, copyrights, patents and other intellectual property rights of third parties, including from our competitors or nonpracticing entities. We may also learn of possible infringement, misappropriation or other violation of our trademarks, copyrights, patents and other intellectual property. Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may result in significant settlement costs or payment of substantial damages. Furthermore, a successful claimant could secure a judgment that requires us to stop offering some products or services or prevents us from conducting our business as we have historically done or may desire to do in the future. We might also be required to seek a license and pay royalties for the use of such intellectual property, which may not be available on commercially acceptable terms, or at all. Alternatively, we may be required to modify our products and services, which could require significant effort and expense and may ultimately not be successful.
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•We have at times experienced outages and other disruptions due to internal system or human errors and could in the future be subject to outages or other disruptions due to similar errors. While we have taken steps to address these
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•We, and certain types of information we collect, compile, store, use, process, transfer, publish and sell, are subject to laws and regulations governing the protection of personal and sensitive information in the various jurisdictions in
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8 more
•These laws and regulations are wide-ranging in scope and impose numerous requirements on entities that process certain data, including personal data, such as requirements relating to processing sensitive data, obtaining consent of the individuals to whom the personal data relates in certain circumstances, providing information to individuals regarding data processing activities, implementing safeguards to protect the security and confidentiality of personal data, providing notification of data breaches and taking certain measures when engaging third-party processes that will have access to personal data. These laws and regulations are increasing in complexity and number, sometimes change, and can conflict among the various jurisdictions in which we operate. It is possible that we could be prohibited or constrained from collecting or disseminating certain types of data or from providing certain products or services as a result of such laws and regulations. For example, we may not be able, or we may fail, to obtain appropriate third-party consent where consent is required to collect or use certain types of data for certain purposes in our business. Moreover, if our business fails to comply with these laws or regulations, we could be subject to significant litigation and civil or criminal penalties (including monetary damages, regulatory enforcement actions or fines) in one or more jurisdictions, as well as reputational damage that could result in the loss of data, brand equity and business. For example, a failure to comply with the GDPR or U.K. GDPR could result in fines up to the greater of €20 million (or £17.5 million under the U.K. GDPR) or 4% of annual global revenues. Additionally, in the case of a DPPA violation, U.S. courts may award liquidated damages of $2,500 per individual’s personal information. Furthermore, any inquiries or investigations, or any other governmental actions, regarding our data processing practices could require significant management time and attention, and may result in negative publicity and subject us to increased costs, as well as demands or orders that we modify our existing business practices. Enforcement of these laws and regulations may increase as enforcement programs mature and better tooling enhances identification of compliance issues.
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•Certain products and services provided by the S1 business in Energy are subject to the EU regulation on the transparency and integrity of ESG rating activities adopted by the European Parliament and Council in November 2024, and will also be subject to The Financial Services and Markets Act 2000 (Regulated Activities) (ESG Ratings) Order 2025 and will need to become supervised by the FCA for the ESG ratings it provides from June 2028.
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•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.
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The planned separation of our Mobility business into an independent, publicly traded company is contingent upon the satisfaction of a number of conditions, may not be completed on the currently contemplated timeline, or at all, and may not achieve the intended benefits.
On April 29, 2025, we announced our intent to pursue a separation of our Mobility business through a spin-off to our shareholders. The proposed separation is subject to various conditions, is complex in nature, and may be affected by unanticipated developments. The separation is intended to qualify as a tax-free transaction for U.S. federal income tax purposes. There can be no assurance regarding the ultimate timing of the separation or that such separation will be completed. Unanticipated developments could delay, prevent or otherwise adversely affect the separation, including but not limited to disruptions in general or financial market conditions or potential problems or delays in satisfying required conditions. Such developments could cause the separation to occur on terms or conditions that are less favorable than anticipated. In addition, we may not be able to achieve the full strategic and financial benefits that we anticipate to result from the separation, or such benefits may be delayed or not occur at all. The anticipated benefits of the separation are based on a number of assumptions, some of which may prove incorrect. We also expect to incur significant expenses in connection with the separation, certain of which will be incurred even if the separation is not completed. Executing the separation will continue to require significant resources, time and attention from our senior management and employees, which could divert attention and resources away from other projects and the day-to-day operation of our business. We may experience negative reactions from financial markets if we do not complete the separation in a reasonable time period. Following the proposed separation, the combined value of the shares of the two publicly-traded companies may not be equal to or greater than what the value of our shares would have been had the separation not occurred. The above factors could have a material adverse effect on our business, financial condition, results of operations or the price of our shares.
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•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. We obtain data from many third-party data sources. Our business relies on our ability to obtain data for our own internal operational purposes and for the benefit of customers using our products and services. Certain of our third-party data sources supply us with critical datasets that support our products and services for which suitable alternative sources may not be readily available. If any such providers were to limit, discontinue or materially alter the terms of our access, we may be unable to obtain comparable data from other sources in a timely or cost-effective manner, or at all, which could have a material adverse effect on our business, financial condition or results of operations.
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•We could experience interruptions in our data access for a number of reasons, including difficulties in renewing our agreements with third-party data providers, changes to the software used by third-party data providers, efforts by industry participants to restrict access to data, increased fees we may be charged by third-party data providers and legal or regulatory changes. Our competitive position could be negatively affected if any of our key data providers terminates its relationship with us or if data flow from any key data provider is interrupted. If these third-party data providers experience difficulty meeting our requirements or standards, have adverse audit results, violate the terms of our agreements or applicable law, fail to obtain or maintain applicable licenses, cease operations temporarily or permanently, face financial distress or other business disruptions, increase their fees, or if the relationships we have established with such third-party data providers deteriorate, expire or otherwise terminate, whether as a result of macroeconomic conditions or otherwise, we could suffer increased costs and we may be unable to provide similar services or operate certain aspects of our business until we are able to find an equivalent provider or develop replacement technology or operations, which could damage our financial condition and reputation. Furthermore, if we are unsuccessful in identifying or finding high-quality third-party data providers, if we fail to negotiate cost-effective relationships with them, or if we ineffectively manage these relationships, it could have a material adverse effect on our business, financial condition or results of operations.
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with such laws, regulations, standards or expectations could result in adverse reactions by certain stakeholders, including governmental authorities, regulators, shareholders and customers, including the commencement of private litigation or government and regulatory proceedings, investigations, inquiries and litigation.
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•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
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New in the latest 10-Q
17 paragraphs in the 10-Q filed Oct 28, 2026 with nothing like them in the 10-Q filed Jul 28, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Adjustments to reconcile income from continuing operations to cash provided by operating activities from continuing operations:
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Cash provided by (used for) investing activities from continuing operations 340 (213)
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The accounting requirements for reporting Mobility as a discontinued operation were met when the Separation was completed. Accordingly, the accompanying unaudited financial statements for all periods reflect this business as a discontinued operation. Unless otherwise indicated, all amounts in the notes to the financial statements refer to continuing operations. See Note 2 - Acquisitions, Divestitures and Discontinued Operations for further discussion.
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Beginning with the third quarter of 2026, the presentation of certain products and related revenue and expenses within the Company's segment reporting was revised to align with management's current view of the business. Accordingly, 451 Research and Maritime & Trade are reported in Energy rather than Market Intelligence, and a small portion of expenses of Credit Analytics-related expenses are reported in Ratings rather than Market intelligence. These changes affected reportable segments results only and did not impact the consolidated financial statements. All prior periods presented have been recast to conform with current presentation. See Note 11 - Segment and Related Information for further discussion.
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On October 26, 2026, we announced the completion of the acquisition of OpenZeppelin, the security standard for onchain finance. The transaction complements S&P Global's risk assessment capabilities in digital asset markets and brings OpenZeppelin's deep expertise in onchain ecosystem development, enhancing its ability to create the next generation of onchain security assessments and benchmarks, and deliver essential intelligence as capital markets transition onchain. The acquisition is part of our Ratings segment and is not material to our consolidated financial statements.
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(in millions) December 31, ────────────────────────────────────────────────────────── 2025 1 Accounts receivable, net $ 34 Property and equipment, net 8 Goodwill 141 Other non-current assets 13 Assets held for sale $ 196 Accounts payable $ 9 Unearned revenue 34 Liabilities held for sale $ 43
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The Company's presentation of discontinued operations excludes general corporate overhead costs that were historically allocated to Mobility that do not meet the requirements to be presented in discontinued operations. Such allocations include labor and non-labor expenses related to S&P Global's corporate support functions (e.g., finance, accounting, treasury, information technology, legal, among others) that historically provided support to Mobility. In addition, discontinued operations excludes historical intercompany purchases and sales between S&P Global and Mobility that were eliminated in consolidation.
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Separation costs of $ 70 million and $ 182 million for the three and nine months ended September 30, 2026, respectively, and $ 12 million and $ 20 million for the three and nine months ended September 30, 2025, respectively, are included in (Loss) income from discontinued operations, net of tax, in the consolidated statements of income. These costs primarily relate to investment banker fees, legal fees, third-party consulting fees and other costs directly related to the Separation.
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We have continuing involvement with Mobility Global primarily through a transition services agreement, through which S&P Global continues to provide certain services to Mobility Global for a period of up to 18 months following the Separation. This contractual arrangement is reflected as a reduction of selling and general expenses in the consolidated statements of income. The impact of these transition services for the three and nine months ended September 30, 2026 is not material to our consolidated financial statements.
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The key components of (loss) income from discontinued operations for the periods ended September 30 consist of the following:
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We have four reportable segments: Ratings, Indices, Energy and Market Intelligence. On July 1, 2026, the previously announced Separation of Mobility Global from S&P Global became effective. The historical results of Mobility have been presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented. The assets and liabilities of Mobility have been classified as discontinued operations as of December 31, 2025. See Note 2 - Acquisitions, Divestitures and Discontinued Operations for further discussion.
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Beginning with the third quarter of 2026, the presentation of certain products and related revenue and expenses within the Company's segment reporting was revised to align with management's current view of the business. Accordingly, 451 Research and Maritime & Trade are reported in Energy rather than Market Intelligence, and a small portion of expenses of Credit Analytics-related expenses are reported in Ratings rather than Market intelligence. These changes affected reportable segments results only and did not impact the consolidated financial statements. All prior periods presented have been recast to conform with current presentation.
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The accounting requirements for reporting Mobility as a discontinued operation were met when the Separation was completed. Accordingly, the historical results of Mobility have been presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented.
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The Company's presentation of discontinued operations excludes general corporate overhead costs that were historically allocated to Mobility that do not meet the requirements to be presented in discontinued operations. Such allocations include labor and non-labor expenses related to S&P Global's corporate support functions (e.g., finance, accounting, treasury, information technology, legal, among others) that historically provided support to Mobility. In addition, discontinued operations excludes historical intercompany purchases and sales between S&P Global and Mobility that were eliminated in consolidation.
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Beginning with the third quarter of 2026, the presentation of certain products and related revenue and expenses within the Company's segment reporting was revised to align with management's current view of the business. Accordingly, 451 Research and Maritime & Trade are reported in Energy rather than Market Intelligence, and a small portion of expenses of Credit Analytics-related expenses are reported in Ratings rather than Market intelligence. These changes affected reportable segments results only and did not impact the consolidated financial statements. All prior periods presented have been recast to conform with current presentation.
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On October 26, 2026, we announced the completion of the acquisition of OpenZeppelin, the security standard for onchain finance. The transaction complements S&P Global's risk assessment capabilities in digital asset markets and brings OpenZeppelin's deep expertise in onchain ecosystem development, enhancing its ability to create the next generation of onchain security assessments and benchmarks, and deliver essential intelligence as capital markets transition onchain. The acquisition is part of our Ratings segment and is not material to our consolidated financial statements.
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Item 6
* These exhibits relate to management contracts or compensatory plan arrangements.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 28, 2026 against Item 1A of the 10-K filed Feb 11, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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For a discussion of our risk factors please see Item 1A, Risk Factors in our most recent Form 10-K.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Work on SPGI in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
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