What changed in this filing

/stocks — the workspaceLOADING

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-02-11 compared with 2025-02-11 · 281 added, 276 removed, 1377 unchanged (29% of the section changed)

9 unchanged sentences

As of December 31, 2025 and December 31, 2024, we held cross-currency swap contracts to hedge a portion of our net investment in foreign subsidiaries against volatility in foreign exchange rates.

As of December 31, 2023, we held positions in a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates.

We have not entered into any derivative financial instruments for speculative purposes.

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Interest expense, net 287 297 334

Loss on extinguishment of debt — — 8

Income before taxes on income 6,227 5,308 3,671

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( 14 ) ( 10 ) ( 13 )

Unrealized gain on cash flow hedges 15 54 325

Unrealized (loss) gain on cash flow hedges ( 8 ) 15 54

Income tax effect 2 ( 3 ) ( 13 )

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Prepaid and other current assets 858 906

Assets held for sale 196 —

Total current assets 6,296 5,459

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Other current liabilities 1,010 869

Liabilities held for sale 43 —

Total current liabilities 7,637 6,392

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Financing Activities:

Payments on short-term debt, net — ( 188 ) ( 32 )

Additions to / (payments on) short-term debt, net 715 — ( 188 )

Proceeds from issuance of senior notes, net 993 — 744

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Distributions to noncontrolling interest holders ( 321 ) ( 287 ) ( 280 )

Proceeds from noncontrolling interest holders — — 410

Repurchase of treasury shares ( 5,001 ) ( 3,301 ) ( 3,301 )

Contingent consideration payments ( 10 ) ( 107 ) ( 9 )

Employee withholding tax on share-based payments, excise tax payments on share repurchases and other ( 122 ) ( 99 ) ( 103 )

Employee withholding tax on share-based payments, excise tax payments on share repurchases, contingent consideration payments and other ( 132 ) ( 122 ) ( 99 )

Cash used for financing activities ( 4,930 ) ( 4,998 ) ( 4,280 )

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( 1,147 ) ( 1,147 ) ( 15 ) ( 1,162 )

Acquisition of IHS Markit 121 43,415 43,536 43,536

Share repurchases ( 70 ) 3,231 ( 3,301 ) ( 3,301 )

Employee stock plans

( 119 ) ( 167 ) 48 48

Change in redemption value of redeemable noncontrolling interests ( 539 ) ( 539 ) ( 539 )

Adjustment to noncontrolling interests ( 2 ) ( 2 ) ( 2 )

Other ( 2 ) ( 2 ) 4 2

Balance as of December 31, 2023 $ 415 $ 44,231 $ 18,728 $ ( 763 ) $ 28,411 $ 34,200 $ 100 $ 34,300

6 unchanged sentences

Change in redemption value of redeemable noncontrolling interests ( 470 ) ( 470 ) ( 470 )

Adjustment to noncontrolling interests ( 2 ) ( 2 ) ( 2 )

Other 1 1 ( 15 ) ( 14 )

Balance as of December 31, 2024 $ 415 $ 44,321 $ 20,977 $ ( 883 ) $ 31,671 $ 33,159 $ 97 $ 33,256

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S&P Global Inc.

(together with its consolidated subsidiaries, the “Company,” the “Registrant,” “we,” “us” or “our”) is a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets.

(together with its consolidated subsidiaries, the “Company,” the “Registrant,” “we,” “us” or “our”) is a global, diversified, and highly differentiated provider of benchmarks, data, analytics and workflow solutions in the global capital, energy and commodity, and automotive markets.

The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers;

the commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture;

the energy and commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture;

and the automotive markets include manufacturers, suppliers, dealerships, service shops and consumers.

Our operations consist of five reportable segments:

S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Commodity Insights (“Commodity Insights”), S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”).

S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Energy (“Energy”), S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”).

• Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions.

• Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks.

• Commodity Insights is a leading independent provider of information and benchmark prices for the commodity and energy markets.

• Ratings is an independent provider of credit ratings, research, and analytics.

• Energy is a leading independent provider of information and benchmark prices for the energy and commodity markets.

• Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.

• Indices is a global index provider that maintains a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.

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.

As of May 2, 2023, we completed the sale of S&P Global Engineering Solutions ( “ Engineering Solutions ” ), a provider of engineering standards and related technical knowledge, and the results are included through that date.

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.

See Note 2 — Acquisitions and Divestitures for further discussion.

Revenue Recognition

Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.

Under Accounting Standards Codification (“ASC”) 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.

Subscription revenue

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Subscription revenue at Market Intelligence also includes software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term.

Subscription revenue at Commodity Insights is primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products and software term licenses.

Subscription revenue at Energy is primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products and software term licenses.

Subscription revenue at Mobility is primarily derived from products that provide data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components;

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Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing conferences and events, and analytical services.

Non-subscription revenue at Mobility include one-time transactional sales of data that are non-cyclical in nature — and that are usually tied to underlying business metrics such as vehicle manufacturers marketing spend or safety recall activity — as well as consulting and advisory services.

Non-subscription revenue at Commodity Insights is primarily related to conference sponsorship, consulting engagements, events, and perpetual software licenses.

Non-subscription revenue at Mobility includes transactional sales of data that are non-cyclical in nature — and that are usually tied to underlying business metrics such as vehicle manufacturers marketing spend or safety recall activity — as well as consulting and advisory services.

Non-subscription revenue at Energy is primarily related to conference sponsorship, consulting engagements, events, and perpetual software licenses.

Non-subscription revenue at Engineering Solutions was primarily from retail transaction and consulting services.

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Sales usage-based royalty revenue at our Indices segment is primarily related to trading based fees from exchange-traded derivatives.

Sales and usage-based royalty revenue at our Commodity Insights segment is primarily related to licensing of its proprietary market price data and price assessments to commodity exchanges.

Sales and usage-based royalty revenue at our Energy segment is primarily related to licensing of its proprietary market price data and price assessments to commodity exchanges.

For sales usage-based royalty products and services, we provide licenses conveying the right to continuous access to our intellectual property over the contract term, with revenue recognized when the extent of our license’s utilization can be quantified, or more specifically, when trading volumes are known and publicly available to us or when we are notified by our customers.

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As of December 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 5.9 billion.

We expect to recognize revenue on approximately sixty percent and eighty-five percent of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.

We expect to recognize revenue on approximately half and three-quarters of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.

We do not disclose the value of unfulfilled performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts where revenue is a usage-based royalty promised in exchange for a license of intellectual property.

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Total capitalized costs to obtain a contract were $ 349 million and $ 291 million as of December 31, 2025 and December 31, 2024, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.

The capitalized asset will be amortized over a period consistent with the transfer to the customer of the goods or services to which the asset relates, calculated based on the customer term and the average life of the products and services underlying the contracts which has been determined to be approximately 5 years.

The expense is recorded within selling and general expenses in the consolidated statements of income.

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Equity in Income on Unconsolidated Subsidiaries

The Company holds an investment in a 50 / 50 joint venture arrangement with shared control with CME Group that combines each company’s post-trade services into a joint venture, OSTTRA.

The joint venture provides trade processing and risk mitigation operations and incorporates CME Group’s optimization businesses (Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business.

The combination is intended to increase operating efficiencies of both the company’s business to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX,

equity, and credit asset classes.

On October 10, 2025, the Company and CME Group completed the sale of OSTTRA.

See Note 2 — Acquisitions and Divestitures for further discussion.

The Company held an investment in a 50 / 50 joint venture arrangement with shared control with CME Group that combined each company’s post-trade services into a joint venture, OSTTRA.

The joint venture provided trade processing and risk

mitigation operations and incorporated CME Group’s optimization businesses (Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business.

The combination was intended to increase operating efficiencies of both the company’s business to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes.

Our share of earnings or losses are recognized in Equity in income on unconsolidated subsidiaries in our consolidated statements of income.

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Cash and cash equivalents include ordinary bank deposits and highly liquid investments with original maturities of three months or less that consist primarily of money market funds with unrestricted daily liquidity and fixed term time deposits.

Such investments and bank deposits are stated at cost, which approximates market value, and were $ 1.7 billion and $ 1.3 billion as of December 31, 2024 and 2023, respectively.

Such investments and bank deposits are stated at cost, which approximates market value, and were $ 1.7 billion as of December 31, 2025 and 2024.

These investments are not subject to significant market risk.

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Cash that is subject to legal restrictions or is unavailable for general operating purposes is classified as restricted cash.

We had no restricted cash included in our consolidated balance sheet as of December 31, 2024.

Restricted cash included in our consolidated balance sheet was $ 1 million as of December 31, 2023.

We had no restricted cash included in our consolidated balance sheets as of December 31, 2025 and 2024.

Short-term investments

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We periodically evaluate all our equity investments for impairment.

The OSTTRA joint venture is accounted for using the equity method of accounting, and our share of earnings or losses are recognized in Equity in income on unconsolidated subsidiaries in our consolidated statements of income.

The OSTTRA joint venture was accounted for using the equity method of accounting, and our share of earnings or losses are recognized in Equity in income on unconsolidated subsidiaries in our consolidated statements of income.

Foreign currency translation

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If any of these tax audit settlements do occur within that period we would make any necessary adjustments to the accrual for unrecognized tax benefits.

As of December 31, 2024, we have approximately $ 8.5 billion of undistributed earnings of our foreign subsidiaries, of which $ 4.7 billion is reinvested indefinitely in our foreign operations.

A portion of the undistributed earnings of our foreign subsidiaries is indefinitely reinvested in our foreign operations.

Accordingly, we have not recorded deferred income taxes related to those earnings.

Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable.

Redeemable Noncontrolling Interest

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We disclose an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may be incurred.

Recent Accounting Standards

In November of 2024, the Financial Accounting Standards Board (“FASB”) issued accounting guidance which requires that an entity disclose, in the notes to financial statements, additional information about specific expense categories.

Recently Issued or Adopted Accounting Standards

In November of 2025, the Financial Accounting Standards Board (“FASB”) issued accounting guidance to more closely align hedge accounting with the economics of an entity's risk management activities.

This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted.

We do not expect this guidance to have a significant impact on our consolidated financial statements.

In September of 2025, the FASB issued accounting guidance that clarifies the guidance on which contracts are subject to derivative accounting and guidance on accounting for share based payments on contracts with customers.

This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted.

We do not expect this guidance to have a significant impact on our consolidated financial statements.

In September of 2025, the FASB issued accounting guidance which removes references to prescriptive software development stages and includes an updated framework for capitalizing internal software costs.

This guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and early adoption is permitted.

We do not expect this guidance to have a significant impact on our consolidated financial statements.

In July of 2025, the FASB issued accounting guidance that provides an optional practical expedient for estimating future credit losses based on current conditions as of the balance sheet date and assuming those conditions do not change over the remaining life of the accounts receivable.

This guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, and early adoption is permitted.

We do not expect this guidance to have a significant impact on our consolidated financial statements.

In May of 2025, the FASB issued accounting guidance to improve the requirements for identifying the accounting acquirer in ASC 805, Business Combinations.

The amendments in this update revise current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business.

This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted as of the beginning of an interim or annual reporting period.

This guidance is required to be applied prospectively to any acquisition transaction that occurs after the initial application date.

We do not expect this guidance to have a significant impact on our consolidated financial statements.

In November of 2024, the FASB issued accounting guidance which requires that an entity disclose, in the notes to financial statements, additional information about specific expense categories.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

We are currently evaluating the impact of this guidance on the Company’s disclosures.

In December of 2023, the FASB issued accounting guidance that expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S.

and foreign jurisdictions.

The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively.

We are currently evaluating the impact of this guidance on the Company’s disclosures.

In November of 2023, the FASB issued accounting guidance that expands reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We adopted this guidance and 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.

In December of 2023, the FASB issued Accounting Standards Update No.

2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts;

(ii) specific categories within the income tax rate reconciliation;

(iii) additional information for reconciling items that meet a quantitative threshold;

(iv) the composition of state and local income taxes by jurisdiction;

and (v) the amount of income taxes paid disaggregated by jurisdiction.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

See Note 4 – Taxes on Income for additional information.

Reclassification

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Acquisitions completed during the year ended December 31, 2025 included:

• On November 25, 2025, we completed the acquisition of With Intelligence from Motive Partners for $ 1.8 billion.

The acquisition is part of our Market Intelligence segment.

Combining With Intelligence's proprietary data, benchmarks and workflow solutions with S&P Global’s trusted expertise and brand in private markets intelligence and analytics, the company creates one of the most comprehensive data offerings for alternatives and private markets participants.

The acquisition of With Intelligence is not material to our consolidated financial statements.

• On November 10, 2025, we completed the acquisition of the Automatic Identification System (AIS) data services business of ORBCOMM Inc.

The AIS business is a leading provider of satellite data services used to track and monitor vessels, enhancing maritime visibility and delivering critical insights that support business intelligence and decision-making for government and commercial clients worldwide.

This acquisition is part of our Market Intelligence segment.

The acquisition of AIS is not material to our consolidated financial statements.

• On November 7, 2025, Crisil, included within our Ratings segment, completed the acquisition of McKinsey PriceMetrix Co., a leading provider of performance benchmarking and data-driven insights for the wealth management industry.

This acquisition expands Crisil’s benchmarking offerings across the Wealth Management value chain.

The acquisition of McKinsey PriceMetrix Co.

is not material to our consolidated financial statements.

• On October 1, 2025, we completed the acquisition of ARC Research, a subsidiary of ARC Group, the leading independent provider of investment performance data, benchmarking capabilities and insights in the private wealth market.

The acquisition is part of our Indices segment and expands our capabilities to deliver innovative, high-quality benchmarks and data solutions tailored to the evolving needs of wealth managers, private banks, and financial advisers.

The acquisition of ARC Research is not material to our consolidated financial statements.

• On June 6, 2025, we completed the acquisition of TeraHelix, a privately held financial technology firm.

TeraHelix helps solve complex, enterprise-scale data challenges by providing frameworks that structure data models for smooth interoperability across platforms, systems and storage architectures.

This acquisition is part of our Market Intelligence segment and strengthens our customer-centric approach to data, technology, and AI by meaningfully enhancing the

ability to link datasets across classes and platforms.

The acquisition of TeraHelix is not material to our consolidated financial statements.

None of our acquisitions completed during 2025 were material individually or in the aggregate, including the pro forma impact on earnings.

For acquisitions during 2025 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles.

The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition.

The intangible assets, excluding goodwill and indefinite-lived intangibles, are being amortized over their anticipated use ful lives of 5 to 20 years.

Acquisitions completed during the year ended December 31, 2024 included:

• On December 31, 2024 we completed the acquisition of ProntoNLP, a leading provider of generative artificial intelligence tooling, allowing users to derive differentiated insights from unstructured and structured data.

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• On May 14, 2024, we completed the acquisition of World Hydrogen Leaders, a globally-recognized portfolio of hydrogen-related conferences and events, digital training and market intelligence.

The acquisition is part of our Commodity Insight’s segment and complements Commodity Insights global conference business and provides customers with full coverage of the hydrogen and derivative value chain alongside Energy Transition and Sustainability solutions, including hydrogen price assessments, emission factors and market research.

The acquisition is part of our Energy segment and complements Energy's global conference business and provides customers with full coverage of the hydrogen and derivative value chain alongside Energy Transition and Sustainability solutions, including hydrogen price assessments, emission factors and market research.

The acquisition of World Hydrogen Leaders is not material to our consolidated financial statements.

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The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition.

The intangible assets, excluding goodwill and indefinite-lived intangibles, are being amortized over their anticipated use ful lives of 5 - 7 years.

On December 1, 2022, we completed the acquisition of the Shades of Green business from the Center for International Climate Research (“CICERO”), Norway ’ s foremost institute for interdisciplinary climate research.

The acquisition was integrated into S&P Global Ratings and further expanded the breadth and depth of its second party opinions (SPOs) offering.

SPOs are independent assessments of a company's financing or framework's alignment with market standards and typically provided before any borrowing is raised.

The acquisition of the Shades of Green business is not material to our consolidated financial statements.

Merger with IHS Markit

On February 28, 2022, we completed the merger with IHS Markit by acquiring 100 % of the IHS Markit common stock that was issued and outstanding as of the date of acquisition, and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global.

Upon completion of the merger with IHS Markit, IHS Markit stockholders received 113.8 million shares of S&P Global’s common stock, at an exchange ratio of 0.2838 S&P Global shares for each share of IHS Markit common stock, with cash paid in lieu of fractional shares.

The Company also issued approximately 0.9 million replacement equity award shares for IHS Markit equity awards that were assumed pursuant to the merger agreement.

The fair value of the consideration transferred for IHS Markit was approximately $ 43.5 billion as of the merger date, which consisted of the following:

(in millions, except for share and per share data) February 28, 2022

Number of shares IHS Markit issued and outstanding* 400,988,207

Exchange ratio 0.2838

Number of S&P Global common stock transferred to IHS Markit stockholders 113,800,453

Closing price per share of S&P Global common stock** $ 380.89

Fair value of S&P Global common stock transferred IHS Markit stockholders $ 43,345

Fair value of S&P Global replacement equity awards attributable to pre-combination service $ 191

Total equity consideration $ 43,536

*Excludes 25,219,470 IHS Markit shares held by the Markit Group Holdings Limited Employee Benefit Trust ( “ EBT ” ).

The shares held by the EBT were converted in the merger into S&P Global shares at the exchange ratio of 0.2838 and will continue to be held by the trustee in the EBT.

**Based on S&P Global's closing stock price on February 25, 2022 .

Allocation of Purchase Price

The merger with IHS Markit was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”).

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, of which $ 699 million is expected to be deductible for tax purposes.

Goodwill is primarily attributed to synergies from future expected economic benefits, including enhanced revenue growth from expanded capabilities and geographic presence as well as substantial cost savings from duplicative overhead, streamlined op erations and enhanced operational efficiency.

The allocation of purchase price recorded for IHS Markit is as follows:

(in millions) February 28, 2022

Assets acquired

Cash and cash equivalents $ 310

Accounts receivable, net 968

Prepaid and other current assets 224

Assets of businesses held for sale 1,519

Property and equipment 118

Right of use assets 240

Goodwill 31,456

Other intangible assets 18,620

Equity investments in unconsolidated subsidiaries 1,644

Other non-current assets 54

Total assets acquired $ 55,153

Liabilities assumed

Accounts payable $ 174

Accrued compensation 90

Short-term debt 968

Unearned revenue 1,053

Other current liabilities 581

Liabilities of businesses held for sale 72

Long-term debt 4,191

Lease liabilities - non-current 231

Deferred tax liability - non-current 4,200

Other non-current liabilities 57

Total liabilities assumed $ 11,617

Total consideration transferred $ 43,536

Acquired Identifiable Intangible Assets

The following table sets forth the fair values of the components of the identifiable intangible assets acquired and their useful lives:

(in millions) February 28, 2022

Fair Value Weighted Average Useful Lives

Customer relationships $ 13,596 25 years

Trade names and trademarks 1,469 14 years

Developed technology 1,043 10 years

Databases 2,512 12 years

Total Identified Intangible Assets $ 18,620 21 years

Acquisition-Related Expenses

The Company incurred acquisition-related costs of $ 133 million related to the IHS Markit merger for the year ended December 31, 2024, $ 236 million for the year ended December 31, 2023, and $ 619 million for the year ended December 31, 2022, respectively.

These costs were included in selling and general expenses within the Company’s consolidated statements of income for the years ended December 31, 2024, 2023 and 2022, respectively.

Pro forma information

Since the acquisition date, the results of operations for IHS Markit of $ 3.799 billion of revenue and $ 659 million of operating profit for the year ended December 31, 2022, have been included within the accompanying consolidated statements of income.

The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the year ended December 31, 2022 as if the acquisition of IHS Markit had occurred on January 1, 2021.

The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the acquisition of IHS Markit been completed on January 1, 2021.

The pro forma results do not include anticipated synergies or other expected benefits of the acquisition.

(in millions) 2022 2021

Revenue $ 11,842 $ 12,382

Net income $ 3,533 $ 4,137

The unaudited pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurre d on January 1, 2021 to give effect to certain events the Company believes to be directly attributable to the acquisition.

The intangible assets, excluding goodwill and indefinite-lived intangibles, are being amortized over their anticipated use ful lives of 5 to 7 years.

Non-cash investing activities

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Fair value of assets acquired $ 2,321 $ 549 399

Equity transferred — — ( 43,536 )

Cash (paid) acquired, net ( 305 ) ( 296 ) 210

Cash paid, net ( 2,023 ) ( 305 ) ( 296 )

Liabilities assumed $ 298 $ 244 $ 103

On January 12, 2026, we completed the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment to Symphony Technology Group (“STG”), a private equity firm focused on building and scaling market-leading software, data and analytics companies.

The transaction is not expected to have a material impact to our consolidated financials statements.

During the year ended December 31, 2025, we recorded a pre-tax gain of $ 273 million related to the following dispositions:

• 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.

• In May of 2025, we recorded a pre-tax gain of $ 3 million ($ 2 million after-tax) in (Gain) loss on dispositions, net in the consolidated statements of income related to the sale of the Fincentric in August of 2024 in our Market Intelligence segment.

During the year ended December 31, 2024 we completed the following dispositions that resulted in a pre-tax gain of $ 59 million which was included in (Gain) loss on dispositions, net in the consolidated statement of income:

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During the year ended December 31, 2023, the contingent payment resulted in a pre-tax gain of $ 46 million ($ 34 million after-tax) related to the sale of LCD in our Market Intelligence segment and $ 4 million ($ 3 million after-tax) in (Gain) loss on dispositions, net related to the sale of a family of leveraged loan indices in our Indices segment.

As a condition of securing regulatory approval for the merger, S&P Global and IHS Markit agreed to divest of certain of their businesses.

S&P Global’s divestitures include CUSIP Global Services (“CGS”), its LCD business and a related family of leveraged loan indices while IHS Markit’s divestitures include Oil Price Information Services (“OPIS”);

Coal, Metals and Mining;

and PetroChem Wire businesses and its Base Chemicals business.

During the year ended December 31, 2022, we completed the following dispositions that resulted in a pre-tax gain of $ 1.9 billion , which was included in (Gain) loss on dispositions, net in the consolidated statement of income:

• In June of 2022, we completed the previously announced sale of LCD along with a related family of leveraged loan indices, within our Market Intelligence and Indices segments, respectively, to Morningstar for a purchase price of $ 600 million in cash, subject to customary adjustments, and a contingent payment of up to $ 50 million which was payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships.

During the year ended December 31, 2022, we recorded a pre-tax gain of $ 505 million ($ 378 million after-tax) for the sale of LCD.

During the year ended December 31, 2022, we recorded a pre-tax gain of $ 52 million ($ 43 million after-tax) for the sale of a family of leveraged loan indices in (Gain) loss on dispositions, net in the consolidated statements of income.

• In June of 2022, we completed the previously announced sale of the Base Chemicals business to News Corp for $ 295 million in cash.

We did not recognize a gain on the sale of the Base Chemicals business.

• In March of 2022, we completed the previously announced sale of CGS, a business within our Market Intelligence segment, to FactSet Research Systems Inc.

for a purchase price of $ 1.925 billion in cash, subject to customary adjustments.

During the year ended December 31, 2022, we recorded a pre-tax gain of $ 1.342 billion ($ 1.005 billion after-tax) in (Gain) loss on dispositions, net in the consolidated statements of income related to the sale of CGS.

• In February of 2022, we completed the previously announced sale of OPIS to News Corp for $ 1.150 billion in cash.

We d id not recognize a gain on the sale of OPIS.

The operating (loss) profit of our businesses that were held for sale or disposed of for the years ending December 31, 2024, 2023 and 2022 is as follows:

Assets and Liabilities Held for Sale

The components of assets and liabilities held for sale in the consolidated balance sheet consist of the following:

(in millions) December 31, December 31,

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 $ —

1 Assets and liabilities held for sale as of December 31, 2025 relate to the divestitures of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment.

Additionally, assets held for sale include fixed assets related to our intent to sell our facility in Centennial, Colorado.

The operating profit of our businesses that were held for sale or disposed of for the years ending December 31, 2025, 2024 and 2023 is as follows:

(in millions) Year ended December 31,

2025 2024 2023

Operating (loss) profit 1

Operating profit 1

$ 64 $ 71 $ 101

1 The operating (loss) profit presented includes the revenue and recurring direct expenses associated with businesses held for sale.

1 The operating profit presented includes the revenue and recurring direct expenses associated with businesses held for sale or disposed of.

The year ended December 21, 2025 excludes a pre-tax gain related to the sale of OSTTRA of $ 270 million.

The year ended December 31, 2024 excludes a pre-tax gain related to the sale of the PrimeOne business of $ 38 million and a pre-tax gain related to the sale of Fincentric of $ 21 million.

The year ended December 31, 2023 excludes a pre-tax loss related to the sale of Engineering Solutions of $ 120 million.

The year ended December 31, 2022 excludes pre-tax gains related to the sale LCD and a related family of leveraged loan indices of $ 505 million and $ 52 million , respectively.

The year ended December 31, 2022 also excludes a pre-tax gain of $ 1.3 billion related to the sale of CGS.

Goodwill and Other Intangible Assets

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The change in the carrying amount of goodwill by segment is shown below:

(in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Corporate Total

(in millions) Market Intelligence Ratings Energy Mobility Indices Corporate Total

Balance as of December 31, 2023

$ 18,183 $ 274 $ 5,538 $ 8,863 $ 1,417 $ 575 $ 34,850

Acquisitions 229 — 16 — — — 245

Dispositions ( 80 ) — — — — — ( 80 )

( 26 ) ( 15 ) ( 4 ) ( 5 ) ( 48 ) — ( 98 )

Balance as of December 31, 2024

18,306 259 5,550 8,858 1,369 575 34,917

Acquisitions 1,487 24 — — 36 5 1,552

Dispositions ( 80 ) — — — — — ( 80 )

Reclassifications 2

( 141 ) ( 115 ) — — — 115 ( 141 )

10 ( 4 ) 13 — 100 28 147

Balance as of December 31, 2025

$ 19,662 $ 164 $ 5,563 $ 8,858 $ 1,505 $ 723 $ 36,475

1 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions.

2 Relates to Enterprise Data Management, which is classified as assets held for sale in our consolidated balance sheet as of December 31, 2025.

Goodwill additions and dispositions in the table above relate to transactions discussed in Note 2 - Acquisitions and Divestitures.

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Balance as of December 31, 2023

$ 3,942 $ 139 $ 13,490 $ 1,528 $ 325 $ 19,424

Acquisitions — — — — 268 268

Reclassifications ( 15 ) — — — — ( 15 )

— — ( 25 ) ( 7 ) ( 7 ) ( 39 )

Balance as of December 31, 2024

3,927 139 13,465 1,521 586 19,638

Acquisitions 349 — 301 — 78 728

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Balance as of December 31, 2025

$ 4,288 $ 139 $ 13,817 $ 1,534 $ 662 $ 20,440

Accumulated amortization

Balance as of December 31, 2023

$ 1,116 $ 139 $ 1,198 $ 256 $ 163 $ 2,872

Current year amortization 350 — 542 111 74 1,077

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Balance as of December 31, 2024

1,453 139 1,737 366 233 3,928

Current year amortization 341 — 542 111 75 1,069

Reclassifications 2 — — — ( 2 ) —

— — ( 3 ) ( 1 ) ( 4 ) ( 8 )

Balance as of December 31, 2025

$ 1,797 $ 139 $ 2,287 $ 480 $ 312 $ 5,015

Net definite-lived intangibles:

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Total provision for taxes $ 1,407 $ 1,141 $ 778

The Company has elected to prospectively adopt the guidance in ASU No.

Refer to Note 1 – Accounting Policies for additional information.

A reconciliation of the U.S.

federal statutory income tax rate to our effective income tax rate for financial reporting purposes is as follows:

Year Ended December 31,

2024 2023 2022

federal statutory income tax amount and rate to our effective income tax amount and rate for financial reporting purposes for the year ended December 31, 2025 is as follows:

(in millions) Year Ended December 31,

Amount Percent

Federal Statutory Income Tax Rate $ 1,308 21.0 %

State & local income taxes, net of federal income tax 1

Foreign tax effects

United Kingdom ( 66 ) ( 1.1 )

Statutory tax rate differential 113 1.8

Nontaxable income ( 269 ) ( 4.3 )

Other foreign jurisdictions 48 0.8

Effects of cross-border tax laws

Subpart F income 190 3.0

Foreign derived intangible income ( 68 ) ( 1.1 )

Tax credits ( 24 ) ( 0.4 )

Changes in valuation allowances 5 0.1

Nontaxable or nondeductible items 23 0.4

Changes in unrecognized tax benefits ( 7 ) ( 0.1 )

Other adjustments

S&P Dow Jones Indices LLC joint venture ( 65 ) ( 1.0 )

Effective income tax rate $ 1,407 22.6 %

1 State and local taxes in New York, California and Virginia make up the majority of the tax effect in this category.

We have elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) as a period expense in the year the tax is incurred.

A reconciliation of the U.S.

federal statutory income tax rate to our effective income tax rate for financial reporting purposes for the year ended December 31, 2024 and 2023, in accordance with the guidance prior to the adoption of ASU 2023-09, is as follows:

(in millions) Year Ended December 31,

federal statutory income tax rate 21.0 % 21.0 %

State and local income taxes 3.5 3.5

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Effective income tax rate 21.5 % 21.2 %

Fluctuation in tax rates by year is primarily due to tax charge on merger related divestitures and change in mix of income by jurisdiction.

We have elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) as a period expense in the year the tax is incurred.

GILTI expense is included in Other, net above.

The principal temporary differences between the accounting for income and expenses for financial reporting and income tax purposes are as follows:

We made net income tax payments totaling $ 1,502 million in 2025, $ 1,159 million in 2024, and $ 1,279 million in 2023.

Net income tax payments for the year ended December 31, 2025 consisted of the following:

(in millions) Year ended December 31,

Federal $ 722

United Kingdom 170

Total $ 1,502

Significant components of the Company’s deferred tax assets and liabilities consisted of the following:

(in millions) December 31,

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The valuation allowance is primarily related to operating losses and other carryforwards.

As of December 31, 2024, we have approximately $ 8.5 billion of undistributed earnings of our foreign subsidiaries, of which $ 4.7 billion is reinvested indefinitely in our foreign operations.

We have not recorded deferred income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations.

A portion of the undistributed earnings of our foreign subsidiaries is indefinitely reinvested in our foreign operations.

Accordingly, we have not recorded deferred income taxes related to those earnings.

Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable.

We made net income tax payments tot aling $ 1,159 million in 2024, $ 1,279 million in 2023, and $ 1,555 million in 2022.

As of December 31, 2024, we had net operating loss carryforwards of $ 1,228 million , of which a significant portion has an unlimited carryover period under current law.

As of December 31, 2025, we had net operating loss and carryforwards of $ 1,309 million, of which a significant portion has an unlimited carryover period under current law.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

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Additions for tax positions of prior years 24 48 10

Reduction for tax positions of prior years ( 13 ) — —

Reduction for settlements — ( 11 ) ( 11 )

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Balance at end of year $ 322 $ 325 $ 230

The total amount of federal, state and local, and foreign unrecognized tax benefits as of December 31, 2024, 2023 and 2022 was $ 325 million , $ 230 million and $ 223 million, respectively, exclusive of interest and penalties.

The aggregated amount of federal, state and local, and foreign unrecognized tax benefits as of December 31, 2025, 2024 and 2023 was $ 322 million, $ 325 million and $ 230 million, respectively, exclusive of interest and penalties.

During the year ended December 31, 2025, the change in unrecognized tax benefits resulted in a net increase of tax expense of $ 3 million .

We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively.

Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits on the balance sheet may be reduced by up to approximately $ 16 million in the next twelve months as a result of the

resolution of local tax examinations and expiration of applicable statutes of limitations.

In addition to the unrecognized tax benefits, we had accrued interest and penalties associated with unrecognized tax benefits of $ 65 million and $ 50 million as of December 31, 2024 and 2023, respectively.

During the years ended December 31, 2025, 2024, and 2023, the Company recognized approximately $ 14 million , $ 15 million , and $ 12 million in interest and penalties.

In addition to the unrecognized tax benefits, we had accrued interest and penalties associated with unrecognized tax benefits of $ 79 million, $ 65 million and $ 50 million as of December 31, 2025, 2024 and 2023, respectively.

federal income tax audits for 2018 through 2024 are in process.

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If any of these tax audit settlements do occur within that period, we would make any necessary adjustments to the accrual for unrecognized tax benefits.

The Organization for Economic Co-operation and Development (“OECD”) introduced an international tax framework under Pillar Two which includes a global minimum tax of 15%.

This framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024, and many other jurisdictions, including jurisdictions in which we operate, are in the process of implementing it.

The effect of enacted Pillar Two taxes has been included in the results disclosed and did not have a significant impact on our consolidated financial statements.

The Company continues to monitor jurisdictions that are expected to implement Pillar Two in the future, and it is in the process of evaluating the potential impact of the enactment of Pillar Two by such jurisdictions on its consolidated financial statements.

The Organization for Economic Co-operation and Development (“OECD”) introduced an international tax framework under Pillar Two which includes a global minimum tax of 15%, which is implemented through local legislation in participating jurisdictions.

The effects of Pillar Two taxes enacted in jurisdictions in which we operate have been reflected in our results and did not have a material impact on our consolidated financial statements.

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.

A summary of short-term and long-term debt outstanding is as follows:

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2.5 % Senior Notes, due 2029 7

2.5 % Senior Notes, due 2029 8

2.70 % Sustainability-Linked Senior Notes, due 2029 8

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3.70 % Senior Notes, due 2052 17

2.3 % Senior Notes, due 2060 18

3.9 % Senior Notes, due 2062 19

Commercial paper 715 —

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Long-term debt $ 12,370 $ 11,394

1 We made a $ 47 million repayment of our 3.625 % senior note in the second quarter of 2024.

2 Interest payments are due semiannually on February 15 and August 15.

1 We made a $ 4 million repayment of our 4.75 % senior notes in the first quarter of 2025.

2 Interest payments are due semiannually on March 1 and September 1.

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8 Interest payments are due semiannually on March 1 and September 1, and as of December 31, 2025, the unamortized debt discount and issuance costs total $ 9 million.

From and including March 1, 2026, the interest rate payable on Sustainability-Linked Senior Notes due 2029 shall be increased by 25 basis points ( 0.25 %) per annum, in accordance with the terms of the governing indenture.

9 Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2025, the unamortized debt discount and issuance costs total $ 4 million.

10 Interest payments are due semiannually on January 15 and July 15, beginning on July 15, 2026, and as of December 31, 2025, the unamortized debt discount and issuance costs total $ 5 million.

11 Interest payments are due semiannually on March 1 and September 1, and as of December 31, 2025, the unamortized debt discount and issuance costs total $ 20 million.

12 Interest payments are due semiannually on March 15 and September 15, beginning on March 15, 2024, and as of December 31, 2024, the unamortized debt discount and issuance costs total $ 6 million .

12 Interest payments are due semiannually on March 15 and September 15, and as of December 31, 2025, the unamortized debt discount and issuance costs total $ 6 million.

13 Interest payments are due semiannually on June 4 and December 4, beginning on June 4, 2026, and as of December 31, 2025, the unamortized debt discount and issuance costs total $ 4 million.

14 Interest payments are due semiannually on May 15 and November 15, and as of December 31, 2025, the unamortized debt discount and issuance costs total $ 2 million.

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Annual long-term debt maturities are scheduled as follows based on book values as of December 31, 2025:

$ 4 million due in 2025, $ 3 million due in 2026, $ 1.7 billion due in 2027;

$ 797 million due in 2028;

$ 3 million due in 2026, $ 1.7 billion due in 2027, $ 784 million due in 2028;

$ 2.7 billion due in 2029;

$ 596 million due in 2030;

and $ 6.5 billion due thereafter.

The fair value of our total debt borrowings was $ 11.3 billion and $ 10.0 billion as of December 31, 2025 and December 31, 2024, respectively, and was estimated based on quoted market prices.

On September 12, 2023, we issued $ 750 million of 5.25 % senior notes due in 2033.

On December 4, 2025, we issued $ 600 million of 4.25 % senior notes due in 2031 and $ 400 million of 4.80 % senior notes due in 2035.

The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC.

In the third quarter of 2023, the Company used the net proceeds to repay its outstanding commercial paper borrowings.

During the year ended December 31, 2022, we recognized a n $ 8 million lo ss on extinguishment of debt.

The year ended December 31, 2022 includes a $ 142 million tender premium paid to tendering note holders in accordance with the terms of the tender offer, partially offset by a $ 134 million non-cash write-off related to the fair market value step up premium on extinguished debt.

On December 17, 2024, we entered into a revolving $ 2.0 billion five-year credit agreement that will terminate on December 17, 2029 (our “credit facility”).

This credit facility replaced our revolving $ 2.0 billion five-year credit facility that was scheduled to terminate on April 26, 2026 (our “previous credit facility”).

The previous credit facility was canceled immediately after the new credit facility became effective.

There were no outstanding borrowings under the previous credit facility when it was replaced.

We have the ability to borrow a total of $ 2.0 billion through our commercial paper program, which is supported by our credit facility.

As of December 31, 2024 and 2023, we had no outstanding commercial paper.

We have the ability to borrow a total of $ 2.0 billion through our commercial paper program, which is supported by our $ 2.0 billion five-year credit agreement (our “credit facility”) that will terminate on December 17, 2029.

As of December 31, 2025, we had $ 715 million of outstanding commercial paper.

As of December 31, 2024, we had no outstanding commercial paper.

Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving three environmental sustainability performance indicators related to emissions, tested annually.

We currently pay a commitment fee of 8 basis points.

There will be no sustainability pricing adjustment to our commitment fees or our margins under the credit facility for the approximately year-long period beginning April 7, 2025 as a result of our emissions performance for the year ended December 31, 2024.

The credit facility contains customary affirmative and negative covenants and customary events of default.

The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.

The only financial covenant required under our credit facility is that our indebtedness to cash flow ratio, as defined in our credit facility, was not greater than 4 to 1, and this covenant level has never been exceeded.

The only financial covenant in our credit facility is a requirement that our indebtedness to cash flow ratio, as defined in our credit facility, is not greater than 4 to 1, and this ratio has never been exceeded.

Derivative Instruments

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As of December 31, 2025 and December 31, 2024, we held cross currency swap contracts to hedge a portion of our net investment in foreign subsidiaries against volatility in foreign exchange rates.

As of December 31, 2023, we held a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing.

These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets;

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The amount recorded in other current liabilities was $ 6 million and $ 42 million as of December 31, 2025 and 2024, respectively.

The amount recorded in selling and general expense for the twelve months ended December 31, 2024, 2023 and 2022 related to these contracts was a net gain $ 60 million, a net gain of $ 81 million and a net loss of $ 45 million, respectively.

The amount recorded in selling and general expense for the twelve months ended December 31, 2025, 2024 and 2023 related to these contracts was a net gain of $ 158 million, a net loss of $ 60 million and net gain of $ 81 million, respectively.

Net Investment Hedges

During the twelve months ended December 31, 2024 we entered into cross currency swaps to hedge a portion of our net investment in certain European subsidiaries against volatility in the Euro/U.S.

dollar exchange rate.

As of December 31, 2025 and 2024, we held cross currency swaps to hedge a portion of our net investment in one of our European subsidiaries against volatility in the Euro/U.S.

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These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2029, 2030, 2032 and 2033.

The notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 3.5 billion and $ 1.5 billion as December 31, 2024 and 2023.

The notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 3.5 billion as of December 31, 2025 and 2024.

The changes in the fair value of these swaps are recognized in foreign currency translation adjustments, a component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet.

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Accordingly, amounts related to the cross currency swaps recognized directly in net income represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

We recognized net interest income of $ 41 million, net interest income of $ 25 million and net interest expense of $ 31 million during the twelve months ended December 31, 2024, 2023 and 2022, respectively.

We recognized net interest income of $ 46 million, $ 41 million and $ 25 million during the twelve months ended December 31, 2025, 2024 and 2023, respectively.

Cash Flow Hedges

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The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and are subsequently reclassified into revenue and selling and general expenses in the same period that the hedged transaction affects earnings.

As of December 31, 2024, we estimate that $ 1 million of pre-tax gain related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.

As of December 31, 2025, we estimate that $ 5 million of pre-tax loss related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.

As of December 31, 2025 and 2024, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 574 million and $ 539 million, respectively.

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Other current liabilities Foreign exchange forward contracts $ 11 $ 5

Other non-current assets Interest rate swap contracts $ — $ 134

Derivatives designated as net investment hedges:

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Reclassification into earnings, net of tax ( 3 ) ( 8 ) ( 7 )

Net unrealized gains on cash flow hedges, net of taxes, end of period $ 1 $ 5 $ —

Net unrealized (losses) gains on cash flow hedges, net of taxes, end of period $ ( 5 ) $ 1 $ 5

Interest rate swap contracts

4 unchanged sentences

Net Investment Hedges

Net unrealized (losses) gains on net investment hedges, net of taxes, beginning of period $ ( 21 ) $ 56 $ ( 17 )

Net unrealized gains (losses) on net investment hedges, net of taxes, beginning of period $ 33 $ ( 21 ) $ 56

Change in fair value, net of tax ( 271 ) 50 ( 81 )

Reclassification into earnings, net of tax 4 4 4

Net unrealized gains (losses) on net investment hedges, net of taxes, end of period $ 33 $ ( 21 ) $ 56

Net unrealized (losses) gains on net investment hedges, net of taxes, end of period $ ( 234 ) $ 33 $ ( 21 )

Employee Benefits

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Certain supplemental retirement benefits are based on final monthly earnings.

In addition, we sponsor a voluntary 401(k) plan under which we may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees’ compensation to the employees’ accounts.

In addition, we sponsor a voluntary 401(k) plan under which make a non-elective contribution and may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees’ compensation to the employees’ accounts.

We also provide certain medical, dental and life insurance benefits for active employees and eligible dependents.

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Interest cost 69 69 1 1

Plan participants’ contributions — — — —

Actuarial loss (gain) 23 ( 89 ) 1 ( 1 )

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Foreign currency effect 25 ( 8 ) — —

Other adjustments 1

Net benefit obligation at end of year 1,366 1,323 16 17

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Employer contributions 10 11 2 2

Plan participants’ contributions — — — —

Gross benefits paid ( 76 ) ( 75 ) ( 3 ) ( 2 )

Foreign currency effect 20 ( 5 ) — —

Other adjustments 1

Fair value of plan assets at end of year 1,447 1,395 — 1

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Total recognized $ 429 $ 418 $ ( 43 ) $ ( 46 )

1 Relates to the impact of lump sum benefit payments to terminated vested participants to settle existing pension obligations owed under the plan.

The non-cash pretax settlement charge reflects the accelerated recognition of a portion of unamortized actuarial losses in the plan.

Net Periodic Benefit Cost

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Settlement charge 1

— 23 13 — — —

Total net periodic benefit cost $ ( 18 ) $ ( 18 ) $ 4 $ ( 3 ) $ ( 3 ) $ ( 3 )

1 Lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.S.

retirement plan during the year ended December 31, 2023 and U.K.

plan during for the year ended December 31, 2022, triggering the recognition of non-cash pre-tax settlement charges of $ 23 million and $ 13 million 2023 and 2022, respectively.

retirement plan accounted for a cost of $ 3 million and $ 4 million in 2024 and 2023, respectively, and a benefit of $ 6 million in 2022, of the net periodic benefit cost attributable to the funded plans.

retirement plan during the year ended December 31, 2023, triggering the recognition of non-cash pre-tax settlement charges of $ 23 million.

retirement plan accounted for a cost of $ 6 million, $ 3 million and $ 4 million in 2025, 2024 and 2023, respectively, of the net periodic benefit cost attributable to the funded plans.

Other changes in plan assets and benefit obligations recognized in other comprehensive income, net of tax for the years ended December 31, are as follows:

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1 Lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.S.

retirement plan during the year ended December 31, 2023 and U.K.

plan during for the year ended December 31, 2022, triggering the recognition of non-cash pre-tax settlement charges of $ 23 million and $ 13 million 2023 and 2022, respectively.

retirement plan during the year ended December 31, 2023, triggering the recognition of non-cash pre-tax settlement charges of $ 23 million.

The total cost for our retirement plans was $ 155 million for 2025, $ 159 million for 2024 and $ 170 million for 2023.

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Long duration strategy 1

Asset-backed securities 2

Total 1,024 2 1,022 —

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1 Includes securities that are mainly investment grade obligations of issuers in the U.S.

2 Includes a fund that invests in asset-backed securities for the U.K.

3 Includes the Standard & Poor’s MidCap 600 Composite Stock Index, Standard & Poor’s 500 Composite Stock Index, the Standard & Poor’s MidCap 400 Composite Stock Index, a short-term investment fund which is a common collective trust vehicle, and other various asset classes

3 Includes a fund which holds real estate properties in the U.K.

For securities that are quoted in active markets, the trustee/custodian determines fair value by applying securities’ prices obtained from its pricing vendors.

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The trustee obtains estimated prices from vendors for securities that are not easily quotable and they are categorized accordingly as Level 3.

The following table details further information on our plan assets where we have used significant unobservable inputs:

(in millions) Level 3

Balance as of December 31, 2023

Distributions ( 34 )

Balance as of December 31, 2024

During the year ended December 31, 2025, we did not hold any securities categorized as Level 3.

Pension Trusts’ Asset Allocations

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pension trust had assets of $ 1,165 million and $ 1,130 million as of December 31, 2025 and 2024 respectively, and the target allocations in 2025 include 91 % fixed income, 4 % domestic equities, 3 % international equities and 2 % cash and cash equivalents.

pension trust had assets of $ 265 million and $ 297 million as of December 31, 2024 and 2023, respectively, and the target allocations in 2024 include 95 % fixed income and 5 % diversified growth funds.

pension trust had assets of $ 282 million and $ 265 million as of December 31, 2025 and 2024, respectively, and the target allocations in 2025 include 100 % fixed income.

The pension assets are invested with the goal of producing a combination of capital growth, income and a liability hedge.

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Options outstanding as of December 31, 2024

Exercised ( 0.1 ) $ 77.86

Options outstanding as of December 31, 2025

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— $ 74.46 1.22 $ 5

1 There are less than 0.1 million options outstanding and exercisable.

Information regarding our stock option exercises is as follows:

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The quarterly dividend rate was $ 0.91 per share for the year ended December 31 2024.

The quarterly dividend rate was $ 0.77 per share in the first quarter of 2022 and increased to $ 0.85 per share beginning in the second quarter of 2022.

The quarterly dividend rate was $ 0.90 per share for the year ended December 31 2023.

Stock Repurchases

On November 13, 2025, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2025 Repurchase Program”), which was approximately 10 % of the total shares of our outstanding common stock at the time.

On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9 % of the total shares of our outstanding common stock at that time.

On January 29, 2020, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2020 Repurchase Program”), which was approximately 12 % of the total shares of our outstanding common stock at that time.

Our purchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options.

As of December 31, 2024, 12.0 million shares remained available under the 2022 Repurchase Program and the 2020 repurchase program was completed.

Our 2022 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.

As of December 31, 2025, 30.0 million shares remained under the 2025 Repurchase Program and 2.7 million shares remained available under the 2022 Repurchase Program.

Our 2025 Repurchase Program and 2022 Repurchase Program have no expiration date and purchases under these programs may be made from time to time on the open market and in private transactions, depending on market conditions.

We have entered into accelerated share repurchase (“ASR”) agreements with financial institutions to initiate share repurchases of our common stock.

Under an ASR agreement, we pay a specified amount to the financial institution and receive an initial delivery of shares.

This initial delivery of shares represents the minimum number of shares that we may receive under the agreement.

Upon settlement of the ASR agreement, the financial institution typically delivers additional shares.

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a stock purchase transaction and a forward stock purchase contract.

The shares delivered under the ASR agreements resulted in a reduction of outstanding shares used to determine our weighted average common

shares outstanding for purposes of calculating basic and diluted earnings per share.

The shares delivered under the ASR agreements resulted in a reduction of outstanding shares used to determine our weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share.

The repurchased shares are held in Treasury.

The forward stock purchase contracts are classified as equity instruments.

Effective January 1, 2023, the Inflation Reduction Act of 2022 has mandated a 1% excise tax on share repurchases.

Excise tax obligations that result from the Company’s share repurchases are accounted for as a cost of the treasury stock transaction, and are included in other current liabilities on our consolidated balance sheets.

The amount recorded in other current liabilities was $ 46 million and $ 30 million as of December 31, 2025 and December 31, 2024, respectively.

During the years ended December 30, 2025 and 2024, the Company made an excise tax payment of $ 30 million and $ 29 million, respectively, which is included in financing activities in the consolidated statement of cash flows.

The terms of each ASR agreement entered into for the years ended December 31, 2025, 2024 and 2023, structured as outlined above, are as follows:

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Purchased Average Price Paid Per Share Total Cash Utilized

October 28, 2024 1

December 4, 2025 1

4.0 — 4.0 $ — $ 2,500

August 12, 2025 2

October 23, 2025 1.7 0.6 2.3 $ 513.82 $ 1,200

May 6, 2025 3

August 8, 2025 1.0 0.2 1.2 $ 518.47 $ 650

February 19, 2025 4

May 6, 2025 1.0 0.3 1.3 $ 491.12 $ 650

October 28, 2024 5

February 18, 2025 2.3 0.3 2.6 $ 500.95 $ 1,300

July 31, 2024 6

10 unchanged sentences

May 5, 2023 1.1 0.3 1.4 $ 341.95 $ 500

December 2, 2022 8

February 3, 2023 2.4 0.4 2.8 $ 350.74 $ 1,000

August 9, 2022 9

October 25, 2022 5.8 1.6 7.4 $ 337.94 $ 2,500

May 13, 2022 10

August 2, 2022 3.8 0.6 4.4 $ 343.85 $ 1,500

March 1, 2022 11

August 9, 2022 15.2 4.1 19.3 $ 362.03 $ 7,000

1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 2.5 billion and initially received shares valued at 80 % of the $ 2.5 billion at a price equal to the market price of the Company’s common stock on December 5, 2025.

The Company received an initial delivery of 4.0 million shares from the ASR program.

We completed the ASR agreement on February 3, 2026 and received an additional 0.8 million shares.

We repurchased a total of 4.8 million shares under the ASR agreement for an average purchase price $ 519.39 per share.