AddedRisk Factors
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.
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AddedRisk Factors
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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AddedRisk Factors
•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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AddedRisk Factors
•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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RemovedRisk Factors
•We consider many of our products and services to be proprietary. Failure to protect our intellectual property adequately could harm the value of and revenue generated by such assets as well as our reputation and affect our ability to compete effectively. Businesses we acquire may also have intellectual property portfolios which increase the complexity of managing our intellectual property portfolio and protecting our competitive position.
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RemovedRisk Factors
•In addition, a number of our customers entrust us with storing and securing their data and information on our servers. Although we have disaster recovery plans that include backup facilities for our primary data centers, our systems are not always fully redundant, and our disaster planning may not always be sufficient or effective. As such, these disruptions may affect our ability to store, handle and secure such data and information.
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RemovedRisk Factors
•On May 30, 2024, we experienced an outage caused by an erroneous internal modification of code in an enterprise technology tool. The outage resulted in loss of access to a significant amount of our products and services for various periods of time, ranging from approximately 1 hour to approximately 52 hours. Although this outage did not have a material adverse effect on the Company, it called our attention to certain deficiencies in our controls and system architecture. While we have taken steps to address these deficiencies, we may experience outages or other disruptions in the future, and such outages or disruptions may have a material adverse effect on the Company.
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RemovedRisk Factors
•Many of these proceedings, investigations and inquiries (including market studies) regularly relate to the activity of our Ratings, Indices, and Commodity Insights businesses. In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and
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RemovedRisk Factors
•Failure to comply with privacy and data protection requirements could result in significant penalties. The EU’s comprehensive General Data Privacy Regulation (“GDPR”), for example, is a comprehensive regulation applying across all EU member states, providing for penalties of up to the greater of €20 million or 4% of worldwide revenue, and the average GDPR penalties increased in 2023 compared to prior years.
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RemovedRisk Factors
meaningfully limit the success of future attempts to compromise our information or information technology systems.
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RemovedRisk Factors
◦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%),
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RemovedRisk Factors
The physical commodity and commodity derivative markets may be impacted by decisions by market participants and policy makers to address climate change. In addition, the transition to renewable energy and a net zero economy involves changes to
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RewordedRisk Factors
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, personnel, our ability to develop and deliver successful products and services or achieve strategic goals on our investments in our various AI initiatives may be adversely affected, which could have a material adverse effect on our business and results of operations. affected.
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RewordedRisk Factors
Costs and adaptation of our business practices to comply with evolving laws and implement regulations governing and restricting the increasing privacy-related and data protection, data maintenance processing and transfer restriction measures have been, of certain data is, and we expect will continue to be, significant, particularly as the laws and regulations across jurisdictions change frequently and sometimes conflict. significant.
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RewordedRisk Factors
Changes and increased enforcement in the global privacy, data localization localization, operational resilience, 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 data, require us to disclose information about our security environment, and may impact could have a material adverse effect on our business, financial results. condition or results of operations.
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RewordedRisk Factors
There is also increasing public concern among certain privacy and data protection advocates, government regulators, litigators, and the press regarding marketing regarding, and privacy matters as well as data protection, particularly as they relate to individual resulting increasing regulations of, privacy, threats to personal information, data, and perceived national security interests. consumer protection issues.
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RewordedRisk Factors
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 sustainability 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) sustainability and climate-related corporate responsibility targets, goals or practices, or as a result of misalignment with evolving evolving, and in certain instances conflicting, market standards, ESG expectations of regulators and other stakeholders, and regulations and codes of conduct or regulatory expectations. conduct.
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RewordedRisk Factors
Any From time to time, we face claims by third parties that we violated their intellectual property rights could rights, which may result in termination of the relevant source agreement, litigation or reputational damage, or may require us to enter into royalty and licensing agreements on unfavorable terms or to stop selling or redesign affected products, which could materially and adversely affect our business, financial condition or results of operations. products.
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RewordedRisk Factors
Our service providers could from time to time experience system breakdowns or failures, outages (such as the 2024 CrowdStrike outage), 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. conditions.
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RewordedRisk Factors
We are also subject to risks relating to new or heightened climate change-related regulations or legislation, state, federal and international sustainability regulations, legislation and regulatory expectations, which are evolving, varied and at times conflicting, and which could impact us and our customers and result in increased regulatory, compliance or operational costs.
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RewordedRisk Factors
Our The continued enhancement of AI within our products, services and processes depends in part on our ability to attract and retain talented employees with critical AI and data science experience, which is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent.
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RewordedRisk Factors
These licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products and services, licenses the software on unfavorable terms, terms or requires us to seek licenses from third parties to offer our products and services, or requires us to re-engineer our products and services or take other remedial actions, any of which could have a material adverse effect on our business. business, financial condition or results of operations.
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RewordedRisk Factors
We are also subject to reputational risks relating to the perception of whether or not we are facilitating a migration away from fossil fuels. taking policy positions with regard to energy consumption and sources or other sustainability or energy expansion matters.
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RewordedRisk Factors
Failure of these third parties to maintain these safeguards could result from time to time results in unauthorized access to our systems or a system or network disruption that has at times in the past led to, and could in the future lead to to, improper disclosure of confidential information or data, regulatory penalties and or remedial costs.
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Quiet changesRisk Factors
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 significant costs that may harm our business, including fines or damages as well as demands or orders that we modify or cease existing business practices.
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AddedMD&A
On April 29, 2025, we announced that our Board of Directors decided to pursue a full separation of our Mobility segment, creating a new publicly traded company. The transaction, which would be implemented through the spin-off of shares of the new company to S&P Global shareholders, is expected to be tax-free for U.S. federal income tax purposes for S&P Global shareholders and is expected to be completed mid-2026, subject to the satisfaction of customary legal and regulatory requirements and approvals.
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AddedMD&A
Our industry-leading benchmarks, differentiated data, and solutions provide a unique value proposition that provide customers with the ability to make more confident decisions and stay a step ahead. Our strategy focuses on three key objectives: to Advance market leadership, Expand high-growth adjacencies, and Amplify enterprise capabilities and integration of AI. In 2026, we are focused on delivering on these key strategic priorities.
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AddedMD&A
•Delivering market-leading value proposition through best-in-class products, including world-class benchmarks and highly differentiated data, that are transforming the user experience, accelerating innovation, and optimizing go-to-market to enhance client retention and growth; and
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AddedMD&A
•Expanding trusted, enduring client relationships through differentiated products and best-in-class client experiences that meet clients’ evolving needs.
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AddedMD&A
•Accelerating in high-growth adjacencies such as private markets, energy expansion, supply chain intelligence, wealth, and decentralized finance, alongside leading-edge AI and technology, such as blockchain and quantum computing.
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AddedMD&A
•Enabling growth, innovation, and operating leverage through our integrated operating model that removes siloes across enterprise data, enterprise technology, and client coverage teams.
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AddedMD&A
•Driving cutting-edge innovation, in line with client expectations, by integrating and scaling new technology and AI into our products and our operations, and leveraging strategic collaborations and new potential commercial models;
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AddedMD&A
•Enhancing our data estate by continuing to add differentiated data sets at scale, thereby enabling new revenue, efficiency, and time-to-market;
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AddedMD&A
•Leveraging technology, process and skills innovation to empower our people, enhance productivity, and deliver enterprise impact via a people-forward culture, skills focus, people + AI process redesign, and aligned incentives; and
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AddedMD&A
We believe that delivering on our key strategic priorities will create shareholder value through long-term profitable growth and we expect to continue to deliver targeted capital return to shareholders.
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AddedMD&A
On October 10, 2025, the Company and CME Group completed the sale of OSTTRA to Kohlberg Kravis Roberts & Co. (“KKR”), a leading global investment firm. The terms of the deal for OSTTRA equaled total enterprise value at $3.1 billion, subject to customary purchase price adjustments, which will be divided evenly between the Company and CME Group pursuant to the 50/50 joint venture. We received proceeds from the sale of $1.5 billion in cash ($1.4 billion after-tax), subject to purchase price adjustments. During the year ended December 31, 2025, we recorded a pre-tax gain of $270 million ($187 million after-tax) for the Company, including the impact of accumulated other comprehensive income related to our investment.
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AddedMD&A
On January 5, 2026, the OECD issued administrative guidance outlining a framework under which U.S.-parented groups may be excluded from the application of the OECD’s global minimum tax rules. Each member jurisdiction will need to adopt this guidance into local law, and the timing and manner of adoption may vary. We are continuing to monitor developments related to this guidance and will evaluate the impact on our financial statements as additional information becomes available.
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RemovedMD&A
•Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks.
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RemovedMD&A
On February 28, 2022, we completed the merger with IHS Markit Ltd (“IHS Markit”), and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the financial results include IHS Markit from the date of acquisition.
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RemovedMD&A
Powering Global Markets is the framework for our forward-looking business strategy. Through this framework, we seek to deliver an exceptional, differentiated customer experience by enhancing our foundational capabilities, evolving and growing our core businesses, and pursuing growth via adjacencies. In 2025, we are striving to deliver on our strategic priorities in the following key areas:
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RemovedMD&A
•Meeting or exceeding our 2025 enterprise financial and sustainability goals; and
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RemovedMD&A
•Enhancing customer support and seamless user experience with an enterprise mindset and focus on ease of discoverability, distribution, and delivery of our product and services and integrated cross-divisional capabilities;
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RemovedMD&A
•Protecting and growing revenue by integrating generative artificial intelligence (“AI”) into product and creating new products; and
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RemovedMD&A
•Maximizing the value of our data estate for our internal and external customers at scale to drive efficiency, leveraging cutting edge tools and technologies; and
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RemovedMD&A
•Driving speed and efficiency by integrating AI into internal workflows and processes.
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RemovedMD&A
•Maintaining our enterprise engagement through appropriate actions, messaging and ongoing activities;
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RemovedMD&A
•Sustaining an inclusive culture where every individual feels valued, respected and empowered; and
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RemovedMD&A
•Enhancing our capital allocation framework to assess and reallocate capital to the highest value opportunities across S&P Global;
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RemovedMD&A
•Driving continuous commitment to risk management, compliance, and control across the Enterprise and strengthening and standardizing first line risk management; and
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RewordedMD&A
Excluding the impact of a higher gain on dispositions in 2024 compared to a loss on dispositions, net in 2023 2025 of 7 8 percentage points, higher IHS Markit merger costs in 2023 2024 of 5 percentage points, a net acquisition-related benefit in 2024 compared to acquisition-related costs in 2023 of 4 percentage points, higher employee severance charges in 2023 of 3 percentage points, higher disposition-related costs in 2023 of 1 percentage point points and higher lease impairments in 2023 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2024 of 1 percentage point, partially offset by higher disposition-related costs in 2025 of 3 percentage points, acquisition-related costs in 2025 compared to a net acquisition-related benefit in 2024 of 2 percentage points points, higher employee severance charges in 2025 of 1 percentage point, and legal settlement higher lease impairments in 2025 of 1 percentage point, higher Executive Leadership Team costs in 2024 2025 of 1 percentage point and higher legal costs in 2025 of 1 percentage point, operating profit increased 21%. 11%.
Read it in 10-K Feb 11, 2026 at sec.govopen_in_new
RewordedMD&A
Subscription revenue increased in 2024 2025 primarily due to growth in Data, Analytics & Insights, growth for work flow solutions at in Enterprise Solutions, data feed products within Data and Advisory Solutions, RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products growth in RatingsXpress®, RatingsDirect®, partially offset by the unfavorable impact of the sale of Fincentric in August of 2024 at Market Intelligence, Intelligence; continued demand for Commodity Insights Energy market data and market insights products and products; new business growth within the Dealer business and business, strong underwriting volumes and market share growth within the Financial business business, and the favorable impact of improved contract terms at Mobility, partially offset by a decrease Mobility; and higher data subscription revenue at Engineering Solutions due to its sale on May 2, 2023. Indices.
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RewordedMD&A
Excluding the impact of a gain on dispositions in 2024 of 3 percentage points, a net acquisition-related cost in 2025 compared to acquisition-related benefit in 2024 compared to acquisition-related costs in 2023 of 16 2 percentage points, a higher gain on dispositions partially offset by IHS merger costs in 2024 of 2 percentage points, higher employee severance charges in 2023 of 2 percentage points, higher IHS Markit merger costs in 2023 of 2 percentage points and an asset impairment in 2023 2024 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2024 of 6 percentage points, operating profit increased 5% 11% primarily due to revenue growth, lower outside services expenses and decreased incentives, partially offset by higher compensation costs driven by annual merit increases, increased incentives, increased technology costs increases and additional headcount and expenses associated with the acquisition of Visible Alpha.
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RewordedMD&A
Depreciation and amortization was $1,179 million in 2025 compared to $1,173 million in 2024 compared to $1,143 million in 2023, 2024, primarily due to an increase in depreciation due to new asset purchases and higher intangible asset amortization driven by the acquisition acquisitions of Visible Alpha in May of 2024. 2024 and With Intelligence in November of 2025, partially offset by assets being fully amortized at Market Intelligence.
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RewordedMD&A
Subscription revenue increased in 2024 primarily due to growth in Data, Analytics & Insights, growth for work flow solutions at Enterprise Solutions, data feed products within Data Solutions and Advisory Solutions, growth in RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products at Market Intelligence, Analytics, continued demand for Commodity Insights Energy market data and market insights products and new business growth within the Dealer business and strong underwriting volumes within the Financial business at Mobility, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.
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RewordedMD&A
The increase was primarily due to driven by revenue growth, partially offset by increased incentives as a result of financial performance, higher compensation costs driven by annual merit increases and investments additional headcount, an increase in advertising and promotion costs and an increase in strategic initiatives, and higher technology costs. investments.
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RewordedMD&A
The increase This is mainly due primarily attributable to lower cash collections in 2025, higher operating results compensation payments in 2024, 2025 and proceeds received from the termination of interest rate swaps in 2024 and 2024, partially offset by higher tax payments operating results in 2023. 2025.
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RewordedMD&A
Excluding the impact of higher legal settlement costs in 2024 2025 of 1 percentage point, operating profit increased 46% 12% primarily due to revenue growth, growth and decreased incentive costs, partially offset by increased incentives as a result of financial performance and higher compensation costs driven by annual merit increases and additional headcount. headcount, and an increase in strategic investments.
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RewordedMD&A
The increase at Market Intelligence was primarily due to subscription revenue growth in Data, Analytics & Insights, growth for work flow solutions at Enterprise Solutions, data feed products within Data Solutions and Advisory Solutions, growth in RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products. Analytics.
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RewordedMD&A
Revenue increased 6% primarily due to subscription revenue growth in Data, Analytics & Insights, growth for work flow solutions at Enterprise Solutions, data feed products within Data Solutions and Advisory Solutions, growth in RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products, Analytics, partially offset by increased cancellations during the year ended December 31, 2024.
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RewordedMD&A
In 2024, 2025, free cash flow increased decreased to $5.1 billion compared to $5.3 billion compared to $3.3 billion in 2023 2024 primarily due to an increase in cash used for capital expenditures and distributions to noncontrolling interest holders and a decrease in cash provided by operating activities as discussed below.
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RewordedMD&A
The increase at Mobility was primarily due to growth within the Dealer and Financial businesses driven by continued new business growth within the Dealer business and business, strong underwriting volumes and market share growth within the Financial business. business and the favorable impact of improved contract terms.
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Quiet changesMD&A
To conduct our operations, in certain instances, our Mobility business also moves data across national borders and consequently can be subject to a variety of evolving and developing laws and regulations regarding privacy, data protection, and data security in an increasing number of jurisdictions.
Read it in 10-K Feb 11, 2026 at sec.govopen_in_new