10-K 0000064040-26-000013 (2026-02-11) vs 10-K 0000064040-25-000052 (2025-02-11)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 15,211 |
26.8% |
| MD&A | Item 7 | 21,017 |
24.1% |
| Legal Proceedings | Item 3, via Note 13 – Commitments and Contingencies | 1,254 |
21.8% |
| Accounting Policies | Item 8, Note 1 – Accounting Policies | 5,999 |
9.7% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 366 words changed in this paragraph; it is 35% similar to last year's version.
Revenue increased 14% 8% driven by increases at all of our reportable segments, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023. segments. The increase at Ratings was driven by growth in both non-transaction and transaction revenue and non-transaction revenue. Transaction Non-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. Non-transaction revenue increased due to an increase in surveillance revenue and an increase in new entity credit revenue at our Crisil subsidiary. Transaction revenue increased due to higher corporate bond ratings revenue, partially offset by lower bank loan ratings revenue. An increase in structured finance revenue driven by increased collateralized loan obligations (“CLOs”) issuance also contributed to transaction revenue growth. The increase at Market Intelligence was primarily due to subscription revenue growth for work flow solutions at Enterprise Solutions, data feed products within Data and Advisory Solutions, RatingsXpress®, RatingsDirect® and Credit in Data, Analytics within Credit & Risk Solutions and Market Intelligence Desktop products. Revenue growth at Commodity Insights was primarily due to continued demand for market data and market insights products. The increase at Indices was primarily due to higher asset-linked fees revenue, higher over-the-counter derivatives revenue, higher exchange-traded derivative revenue and higher data subscription revenue. The increase at Mobility was primarily due to new business growth within the Dealer business and strong underwriting volumes within the Financial business. Revenue at Market Intelligence which was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted With Intelligence in November of 2025, growth for work flow solutions in Enterprise Solutions and growth in RatingsXpress® and RatingsDirect®, partially offset by the divestitures unfavorable impact of the sale of Fincentric and the PrimeOne business in August of 2024 2024. The increase at Indices was primarily due to higher asset-linked fees revenue, higher exchange-traded derivative revenue and November of 2024, respectively. Revenue higher data subscription revenue. The increase at Commodity Insights Energy was favorably impacted primarily due to continued demand for market data and market insights products driven by the acquisition of World Hydrogen Leaders expanded product offerings to our existing customers under enterprise use contracts, an increase in May of 2024. Revenue sales usage-based royalties revenue and an increase in conference revenue driven by increased attendance at CERAWeek in 2025. The increase at Mobility was favorably impacted primarily due to growth within the Dealer and Financial businesses driven by continued new business growth within the acquisition Dealer business, strong underwriting volumes and market share growth within the Financial business and the favorable impact of Market Scan in February of 2023. improved contract terms. Foreign exchange rates had a favorable impact of less than 1 percentage point.
Source: Item 7, 10-K 0000064040-26-000013 vs Item 7, 10-K 0000064040-25-000052
Risk Factors 268 words changed in this paragraph; it is 34% similar to last year's version.
AI is an emerging 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. We 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. We have made significant investments in various services, AI initiatives. However, the AI landscape is complex creates a number of evolving risks and rapidly evolving, opportunities 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 can exacerbate 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. As discussed in the risk factor entitled “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,” competitors are deploying AI in ways that could materially reduce demand for our products and services. Additionally, we may be unable to protect our data from unintended use or access by third-party AI 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 risks, including those described herein:
Source: Item 1A, 10-K 0000064040-26-000013 vs Item 1A, 10-K 0000064040-25-000052
Legal Proceedings 205 words changed in this paragraph; it is 32% similar to last year's version.
Moreover, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to our regulated products and services, antitrust matters and other matters, such as ESG. For example, as a nationally recognized statistical rating organization ("NRSRO") registered with the SEC under Section 15E of the Exchange Act, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws. On September 3, 2024, as part of an industry-wide investigation into off-channel communications by the SEC, S&P Global Ratings, and certain other NRSROs, reached a settlement to resolve violations of recordkeeping rules. This matter was previously disclosed by S&P Global. In the SEC’s order, the SEC recognized S&P Global Ratings’ remedial acts and its cooperation with the SEC staff. As part of the resolution, S&P Global Ratings paid a penalty of $20 million. S&P Global previously accrued that amount in its consolidated financial statements for the second quarter of 2024. Although S&P Global seeks to promptly address any compliance issues that it detects or that the staff of the SEC or another regulator raises, there can be no assurance that the SEC or another regulator will not seek remedies against S&P Global for one or more compliance deficiencies. Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could adversely impact our consolidated financial condition, cash flows, business or competitive position.
Source: Item 3, via Note 13 – Commitments and Contingencies, 10-K 0000064040-26-000013 vs Item 3, via Note 13 – Commitments and Contingencies, 10-K 0000064040-25-000052
Accounting Policies 122 words changed in this paragraph; it is 35% similar to last year's version.
In November of 2023, 2024, the FASB issued accounting guidance which requires that expands reportable segment disclosure requirements primarily through enhanced disclosures an entity disclose, in the notes to financial statements, additional information about significant segment expenses. specific expense categories. The amendments in this update are effective for fiscal years annual reporting periods beginning after December 15, 2023, 2026, and for interim reporting periods within fiscal years beginning after December 15, 2024, with early adoption permitted. 2027. We adopted are currently evaluating the impact of this guidance and on the amendments have been applied retrospectively to all prior periods presented in the financial statements. As a result of the adoption of this guidance, we enhanced our disclosures about significant expenses regularly provided to the chief operating decision maker and included in the segment’s measure of profit or loss to assess segment performance and allocate resources. See Note 12 – Segment and Geographic Information for additional information. Company’s disclosures.
Source: Item 8, Note 1 – Accounting Policies, 10-K 0000064040-26-000013 vs Item 8, Note 1 – Accounting Policies, 10-K 0000064040-25-000052
Every change, by type
Sentences and paragraphs of SPGI's Risk Factors and MD&A, 10-K 2026-02-11 against 10-K 2025-02-11.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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:
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
•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.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
•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.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
•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.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
•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.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
•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.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
•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
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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
Read it in 10-K 2026-02-11 at sec.gov ↗
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
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2025-02-11 at sec.gov ↗
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.
Read it in 10-K 2025-02-11 at sec.gov ↗
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.
Read it in 10-K 2025-02-11 at sec.gov ↗
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
Read it in 10-K 2025-02-11 at sec.gov ↗
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.
Read it in 10-K 2025-02-11 at sec.gov ↗
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%),
Read it in 10-K 2025-02-11 at sec.gov ↗
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
Read it in 10-K 2025-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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;
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
•Enhancing our data estate by continuing to add differentiated data sets at scale, thereby enabling new revenue, efficiency, and time-to-market;
Read it in 10-K 2026-02-11 at sec.gov ↗
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
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
RemovedMD&A
•Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks.
Read it in 10-K 2025-02-11 at sec.gov ↗
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.
Read it in 10-K 2025-02-11 at sec.gov ↗
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:
Read it in 10-K 2025-02-11 at sec.gov ↗
RemovedMD&A
•Meeting or exceeding our 2025 enterprise financial and sustainability goals; and
Read it in 10-K 2025-02-11 at sec.gov ↗
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;
Read it in 10-K 2025-02-11 at sec.gov ↗
RemovedMD&A
•Protecting and growing revenue by integrating generative artificial intelligence (“AI”) into product and creating new products; and
Read it in 10-K 2025-02-11 at sec.gov ↗
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
Read it in 10-K 2025-02-11 at sec.gov ↗
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;
Read it in 10-K 2025-02-11 at sec.gov ↗
RemovedMD&A
•Driving continuous commitment to risk management, compliance, and control across the Enterprise and strengthening and standardizing first line risk management; and
Read it in 10-K 2025-02-11 at sec.gov ↗
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 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
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 2026-02-11 at sec.gov ↗
