Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 7A . Quantitative and Qualitative Disclosures about Market Risk
Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of December 31, 2025 and December 31, 2024, we have entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet. These forward contracts are not designated as hedges and do not qualify for hedge accounting. As of December 31, 2025 and December 31, 2024, we have entered into foreign exchange forward contracts to hedge the effect of adverse fluctuations in foreign exchange rates. 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. We have not entered into any derivative financial instruments for speculative purposes. See Note 6 – Derivative Instruments to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further discussion.
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Item 8. Consolidated Financial Statements and Supplementary Data
TABLE OF CONTENTS
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
75
Consolidated Statements of Income
78
Consolidated Statements of Comprehensive Income
79
Consolidated Balance Sheets
80
Consolidated Statements of Cash Flows
81
Consolidated Statements of Equity
82
Notes to the Consolidated Financial Statements
83
1 Accounting Policies
83
2 Acquisitions and Divestitures
91
3 Goodwill and Other Intangible Assets
95
4 Taxes on Income
96
5 Debt
101
6 Derivative Instruments
102
7 Employee Benefits
105
8 Stock-Based Compensation
110
9 Equity
112
10 Earnings per Share
115
11 Restructuring
116
12 Segment and Geographic Information
116
13 Commitments and Contingencies
121
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of S&P Global Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of S&P Global Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 10, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Valuation of redeemable noncontrolling interest in S&P Dow Jones Indices LLC
Description of the Matter As described in Notes 1 and 9 to the financial statements, the Company has an agreement with the minority partners of its S&P Dow Jones Indices LLC joint venture that contains redemption features outside of the control of the Company. This arrangement is reported as a redeemable noncontrolling interest at fair value of $4,914 million at December 31, 2025. The Company adjusts the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches.
Auditing the Company's valuation of its redeemable noncontrolling interest was complex due to the estimation uncertainty in determining the fair value. The estimation uncertainty was primarily due to the sensitivity of the fair value to underlying assumptions about the future performance of the business. The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., revenue growth rates and operating margins), a company specific beta and earnings and transaction multiples for comparable companies and similar acquisitions, respectively. These significant judgmental assumptions that incorporate market data are forward-looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the accounting for its redeemable noncontrolling interest, including controls over management's judgments and evaluation of the underlying assumptions with regard to the valuation models applied and the estimation process supporting the determination of the fair value of S&P Dow Jones Indices LLC joint venture.
To test the valuation of redeemable noncontrolling interest, we evaluated the Company's selection of the valuation methodology and the methods and significant assumptions used by inspecting available market data and performing sensitivity analyses. For example, when evaluating the assumptions related to the revenue growth rate and operating profit margins, we compared the assumptions to the past performance of S&P Dow Jones Indices LLC joint venture in addition to current observable industry, market and economic trends. We involved valuation specialists to assist in our evaluation of the methodology and significant assumptions used by the Company, including the discount rate, company specific beta and earnings for comparable companies and transaction multiples for similar acquisitions. We also tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.
/s/ ERNST & YOUNG LLP
We have served as the Company’s auditor since 1969.
New York, New York
February 10, 2026
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of S&P Global Inc.
Opinion on Internal Control Over Financial Reporting
We have audited S&P Global Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, S&P Global Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 10, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ ERNST & YOUNG LLP
New York, New York
February 10, 2026
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Consolidated Statements of Income
(in millions, except per share data) Year Ended December 31,
2025 2024 2023
Revenue $ 15,336 $ 14,208 $ 12,497
Expenses:
Operating-related expenses 4,563 4,361 4,141
Selling and general expenses 3,417 3,196 3,159
Depreciation 110 96 101
Amortization of intangibles 1,069 1,077 1,042
Total expenses 9,159 8,730 8,443
(Gain) loss on dispositions, net ( 273 ) ( 59 ) 70
Equity in income on unconsolidated subsidiaries ( 28 ) ( 43 ) ( 36 )
Operating profit 6,478 5,580 4,020
Other (income) expense, net ( 36 ) ( 25 ) 15
Interest expense, net 287 297 334
Income before taxes on income 6,227 5,308 3,671
Provision for taxes on income 1,407 1,141 778
Net income 4,820 4,167 2,893
Less: net income attributable to noncontrolling interests
( 349 ) ( 315 ) ( 267 )
Net income attributable to S&P Global Inc. $ 4,471 $ 3,852 $ 2,626
Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic $ 14.67 $ 12.36 $ 8.25
Diluted $ 14.66 $ 12.35 $ 8.23
Weighted-average number of common shares outstanding:
Basic 304.8 311.6 318.4
Diluted 305.1 311.9 318.9
Actual shares outstanding at year end 298.8 307.8 314.1
See accompanying notes to the consolidated financial statements.
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Consolidated Statements of Comprehensive Income
(in millions) Year Ended December 31,
2025 2024 2023
Net income $ 4,820 $ 4,167 $ 2,893
Other comprehensive income:
Foreign currency translation adjustments 119 ( 104 ) 70
Income tax effect 87 ( 18 ) 25
206 ( 122 ) 95
Pension and other postretirement benefit plans ( 17 ) ( 12 ) ( 18 )
Income tax effect 3 2 5
( 14 ) ( 10 ) ( 13 )
Unrealized (loss) gain on cash flow hedges ( 8 ) 15 54
Income tax effect 2 ( 3 ) ( 13 )
( 6 ) 12 41
Comprehensive income 5,006 4,047 3,016
Less: comprehensive income attributable to nonredeemable noncontrolling interests
( 32 ) ( 30 ) ( 26 )
Less: comprehensive income attributable to redeemable noncontrolling interests
( 317 ) ( 285 ) ( 241 )
Comprehensive income attributable to S&P Global Inc .
$ 4,657 $ 3,732 $ 2,749
See accompanying notes to the consolidated financial statements.
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Consolidated Balance Sheets
(in millions) December 31,
2025 2024
ASSETS
Current assets:
Cash and cash equivalents $ 1,745 $ 1,666
Restricted cash — —
Short-term investments 56 20
Accounts receivable, net of allowance for doubtful accounts: 2025- $ 50 ; 2024 - $ 44
3,441 2,867
Prepaid and other current assets 858 906
Assets held for sale 196 —
Total current assets 6,296 5,459
Property and equipment:
Buildings and leasehold improvements 444 433
Equipment and furniture 695 655
Total property and equipment 1,139 1,088
Less: accumulated depreciation ( 861 ) ( 823 )
Property and equipment, net 278 265
Right of use assets 413 413
Goodwill 36,475 34,917
Other intangible assets, net 16,271 16,556
Equity investments in unconsolidated subsidiaries 603 1,774
Asset for pension benefits 254 246
Other non-current assets 610 591
Total assets $ 61,200 $ 60,221
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 610 $ 553
Accrued compensation and contributions to retirement plans 988 1,073
Short-term debt 718 4
Income taxes currently payable 180 199
Unearned revenue 4,088 3,694
Other current liabilities 1,010 869
Liabilities held for sale 43 —
Total current liabilities 7,637 6,392
Long-term debt 12,370 11,394
Lease liabilities – non-current 494 535
Pension and other postretirement benefits 178 180
Deferred tax liability – non-current 3,262 3,397
Other non-current liabilities 1,107 815
Total liabilities 25,048 22,713
Redeemable noncontrolling interests 4,917 4,252
Commitments and contingencies (Note 13)
Equity:
Common stock, $ 1 par value: authorized - 600 million shares; issued: 415 million shares in 2025 and 2024
415 415
Additional paid-in capital 44,117 44,321
Retained income 23,666 20,977
Accumulated other comprehensive loss ( 697 ) ( 883 )
Less: common stock in treasury - at cost: 2025 - 109 million shares; 2024 - 100 million shares
( 36,374 ) ( 31,671 )
Total equity – controlling interests 31,127 33,159
Total equity – noncontrolling interests
108 97
Total equity 31,235 33,256
Total liabilities and equity $ 61,200 $ 60,221
See accompanying notes to the consolidated financial statements.
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Consolidated Statements of Cash Flows
(in millions) Year Ended December 31,
2025 2024 2023
Operating Activities:
Net income $ 4,820 $ 4,167 $ 2,893
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation 110 96 101
Amortization of intangibles 1,069 1,077 1,042
Provision for losses on accounts receivable 39 43 28
Deferred income taxes ( 242 ) ( 323 ) ( 381 )
Stock-based compensation 236 247 171
(Gain) loss on dispositions, net ( 273 ) ( 59 ) 70
Restructuring, lease impairment charges and other 324 206 246
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable ( 600 ) ( 79 ) ( 291 )
Prepaid and other current assets 32 ( 79 ) ( 310 )
Accounts payable and accrued expenses ( 55 ) 245 328
Unearned revenue 327 222 352
Other current liabilities ( 81 ) ( 418 ) ( 277 )
Net change in prepaid/accrued income taxes 100 192 ( 175 )
Net change in other assets and liabilities ( 155 ) 152 ( 87 )
Cash provided by operating activities 5,651 5,689 3,710
Investing Activities:
Capital expenditures ( 195 ) ( 124 ) ( 143 )
Acquisitions, net of cash acquired ( 2,023 ) ( 305 ) ( 296 )
Proceeds from dispositions 1,549 168 1,014
Changes in short-term investments ( 35 ) 6 ( 13 )
Cash (used for) provided by investing activities ( 704 ) ( 255 ) 562
Financing Activities:
Additions to / (payments on) short-term debt, net 715 — ( 188 )
Proceeds from issuance of senior notes, net 993 — 744
Payments on senior notes ( 4 ) ( 47 ) —
Dividends paid to shareholders ( 1,170 ) ( 1,134 ) ( 1,147 )
Distributions to noncontrolling interest holders ( 321 ) ( 287 ) ( 280 )
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, contingent consideration payments and other ( 132 ) ( 122 ) ( 99 )
Cash used for financing activities ( 4,930 ) ( 4,998 ) ( 4,280 )
Effect of exchange rate changes on cash 62 ( 61 ) 12
Net change in cash, cash equivalents, and restricted cash 79 375 4
Cash, cash equivalents, and restricted cash at beginning of year 1,666 1,291 1,287
Cash, cash equivalents, and restricted cash at end of year $ 1,745 $ 1,666 $ 1,291
Cash paid during the year for:
Interest $ 390 $ 391 $ 369
Income taxes $ 1,502 $ 1,159 $ 1,279
See accompanying notes to the consolidated financial statements.
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Consolidated Statements of Equity
(in millions) Common Stock $ 1 par
Additional Paid-in Capital Retained Income Accumulated
Other Comprehensive Loss Less: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity
Balance as of December 31, 2022 $ 415 $ 44,422 $ 17,784 $ ( 886 ) $ 25,347 $ 36,388 $ 89 $ 36,477
Comprehensive income 1
2,626 123 2,749 26 2,775
Dividends (Dividend declared per common share — $ 3.60 per share)
( 1,147 ) ( 1,147 ) ( 15 ) ( 1,162 )
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 4 4 4
Balance as of December 31, 2023 $ 415 $ 44,231 $ 18,728 $ ( 763 ) $ 28,411 $ 34,200 $ 100 $ 34,300
Comprehensive income 1
3,852 ( 120 ) 3,732 30 3,762
Dividends (Dividend declared per common share — $ 3.64 per share)
( 1,134 ) ( 1,134 ) ( 18 ) ( 1,152 )
Share repurchases 3,331 ( 3,331 ) ( 3,331 )
Employee stock plans 90 ( 71 ) 161 161
Change in redemption value of redeemable noncontrolling interests ( 470 ) ( 470 ) ( 470 )
Other 1 1 ( 15 ) ( 14 )
Balance as of December 31, 2024 $ 415 $ 44,321 $ 20,977 $ ( 883 ) $ 31,671 $ 33,159 $ 97 $ 33,256
Comprehensive income 1
4,471 186 4,657 32 4,689
Dividends (Dividend declared per common share — $ 3.84 per share)
( 1,170 ) ( 1,170 ) ( 18 ) ( 1,188 )
Share repurchases ( 305 ) 4,743 ( 5,048 ) ( 5,048 )
Employee stock plans 101 ( 40 ) 141 141
Change in redemption value of redeemable noncontrolling interests ( 614 ) ( 614 ) ( 614 )
Other 2 2 ( 3 ) ( 1 )
Balance as of December 31, 2025 $ 415 $ 44,117 $ 23,666 $ ( 697 ) $ 36,374 $ 31,127 $ 108 $ 31,235
1 Excludes $ 317 million, $ 285 million and $ 241 million in 2025, 2024 and 2023, respectively, attributable to redeemable noncontrolling interests.
See accompanying notes to the consolidated financial statements.
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Notes to the Consolidated Financial Statements
1. Accounting Policies
Nature of operations
S&P Global Inc. (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 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 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.
• 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.
See Note 2 — Acquisitions and Divestitures for further discussion.
Revenue Recognition
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
Subscription revenue at Market Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information through both feed and web-based channels. Subscription revenue 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 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; supply car makers and dealers with market reporting products, predictive analytics and marketing automation software; and support dealers with vehicle history reports, used car listings and service retention solutions. Subscription revenue at Mobility also include a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities. Subscription revenue at Indices is derived from the contracts for underlying data of our indexes to support our customers’ management of index funds, portfolio analytics, and research. Subscription revenue at Engineering Solutions was primarily from subscriptions to our Product Design offerings providing standards, codes and specifications; applied technical reference; engineering journals, reports, best practices, and other vetted technical reference; and patents and patent applications.
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For subscription products and services, we generally provide continuous access to dynamic data sets and analytics for a defined period, with revenue recognized ratably as our performance obligation to provide access to our data and analytics is progressively fulfilled over the stated term of the contract.
Non-transaction revenue
Non-transaction revenue at Ratings primarily includes fees for surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics at Crisil. Non-transaction revenue also includes an intersegment revenue elimination of $ 200 million, $ 186 million and $ 177 million for the years ended December 31, 2025, 2024 and 2023, respectively, mainly consisting of the royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
For non-transaction revenue related to Rating’s surveillance services, we continuously monitor factors that impact the creditworthiness of an issuer over the contractual term with revenue recognized to the extent that our performance obligation is progressively fulfilled over the term contract. Because surveillance services are continuously provided throughout the term of the contract, our measure of progress towards fulfillment of our obligation to monitor a rating is a time-based output measure with revenue recognized ratably over the term of the contract.
Non-subscription / Transaction revenue
Transaction revenue at our Ratings segment primarily includes fees associated with:
• ratings related to new issuance of corporate and government debt instruments; as well as structured finance instruments; and
• bank loan ratings.
Transaction revenue is recognized at the point in time when our performance obligation is satisfied by issuing a rating on our customer’s instruments and when we have a right to payment and the customer can benefit from the significant risks and rewards of ownership.
Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing conferences and events, and analytical services. 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.
Asset-linked fees
Asset-linked fees at Indices are primarily related to royalties payments based on the value of assets under management in our customers exchange-traded funds and mutual funds.
For asset-linked products and services, we provide licenses conveying continuous access to our index and benchmark-related intellectual property during a specified contract term. Revenue is recognized when the extent that our customers have used our licensed intellectual property can be quantified. Recognition of revenue for our asset-linked fee arrangements is subject to the “ recognition constraint ” for usage-based royalty payments because we cannot reasonably predict the value of the assets that will be invested in index funds structured using our intellectual property until it is either publicly available or when we are notified by our customers. Revenue derived from an asset-linked fee arrangement is measured and recognized when the certainty of the extent of its utilization of our index products by our customers is known.
Sales usage-based royalties
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 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. Recognition of revenue of fees tied to trading volumes is subject to the recognition constraint for a usage-based
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royalty promised by our customers in exchange for the license of our intellectual property, with revenue recognized when trading volumes are known.
Recurring variable revenue
Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued.
Arrangements with Multiple Performance Obligations
Our contracts with customers may include multiple performance obligations. Revenue relating to agreements that provide for more than one performance obligation is recognized based upon the relative fair value to the customer of each service component as each component is earned. The fair value of the service components are determined using an analysis that considers cash consideration that would be received for instances when the service components are sold separately. If the fair value to the customer for each service is not objectively determinable, we make our best estimate of the services’ stand-alone selling price and record revenue as it is earned over the service period.
Receivables
We record a receivable when a customer is billed or when revenue is recognized prior to billing a customer. For multi-year agreements, we generally invoice customers annually at the beginning of each annual period.
Contract Assets
Contract assets include unbilled amounts from when the Company transfers service to a customer before a customer pays consideration or before payment is due. As of December 31, 2025 and 2024, contract assets were $ 89 million and $ 69 million, respectively, and are included in accounts receivable in our consolidated balance sheets.
Unearned Revenue
We record unearned revenue when cash payments are received in advance of our performance. The increase in the unearned revenue balance for the year ended December 31, 2025 is primarily driven by cash payments received in advance of satisfying our performance obligations, offset by $ 3.8 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. 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 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.
Costs to Obtain a Contract
We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that the costs associated with certain sales commission programs are incremental to the costs to obtain contracts with customers and therefore meet the criteria to be capitalized. 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 2 to 5 years. The expense is recorded within selling and general expenses in the consolidated statements of income.
We expense sales commissions when incurred if the amortization period would have been one year or less. These costs are recorded within selling and general expenses.
Equity in Income on Unconsolidated Subsidiaries
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
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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.
Other (Income) Expense, net
The components of other (income) expense, net for the years ended December 31 are as follows:
(in millions) 2025 2024 2023
Other components of net periodic benefit cost $ ( 22 ) $ ( 24 ) $ —
Net (gain) loss from investments ( 14 ) ( 1 ) 15
Other (income) expense, net $ ( 36 ) $ ( 25 ) $ 15
Assets and Liabilities Held for Sale and Discontinued Operations
Assets and Liabilities Held for Sale
We classify a disposal group to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal group; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the disposal group beyond one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
A disposal group that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale.
The fair value of a disposal group less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group as held for sale in the current period in our consolidated balance sheets.
Discontinued Operations
In determining whether a disposal of a component of an entity or a group of components of an entity is required to be presented as a discontinued operation, we make a determination whether the disposal represents a strategic shift that had, or will have, a major effect on our operations and financial results. A component of an entity comprises operations and cash flows that can be clearly distinguished both operationally and for financial reporting purposes. If we conclude that the disposal represents a strategic shift, then the results of operations of the group of assets being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from our continuing operating results in the consolidated financial statements.
Principles of consolidation
The consolidated financial statements include the accounts of all subsidiaries and our share of earnings or losses of joint ventures and affiliated companies under the equity method of accounting. All significant intercompany accounts and transactions have been eliminated. The Company applies the guidelines set forth in Topic 810 of the ASC in assessing its interests in variable interest entities to decide whether to consolidate an entity. The Company has reviewed the potential variable interest entities and determined that there are no consolidation requirements under Topic 810 of the ASC.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
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Cash and cash equivalents
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 as of December 31, 2025 and 2024. These investments are not subject to significant market risk.
Restricted cash
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 sheets as of December 31, 2025 and 2024.
Short-term investments
Short-term investments are securities with original maturities greater than 90 days that are available for use in our operations in the next twelve months. The short-term investments, primarily consisting of certificates of deposit and mutual funds, are recorded at cost, which approximates fair value, which is estimated based on the net asset value of these investments. Interest and dividends are recorded in income when earned.
Accounts receivable
Credit is extended to customers based upon an evaluation of the customer’s financial condition. Accounts receivable, which include billings consistent with terms of contractual arrangements, are recorded at net realizable value.
Allowance for doubtful accounts
The allowance for doubtful accounts reserve methodology is based on historical analysis, a review of outstanding balances and current conditions, and by incorporating data points that provide indicators of future economic conditions including forecasted industry default rates and industry index benchmarks. In determining these reserves, we consider, amongst other factors, the financial condition and risk profile of our customers, areas of specific or concentrated risk as well as applicable industry trends or market indicators.
Capitalized technology costs
We capitalize certain software development and website implementation costs. Capitalized costs only include incremental, direct costs of materials and services incurred to develop the software after the preliminary project stage is completed, funding has been committed and it is probable that the project will be completed and used to perform the function intended. Incremental costs are expenditures that are out-of-pocket to us and are not part of an allocation or existing expense base. Software development and website implementation costs are expensed as incurred during the preliminary project stage. Capitalized costs are amortized from the year the software is ready for its intended use over its estimated useful life, three to seven years , using the straight-line method. Periodically, we evaluate the amortization methods, remaining lives and recoverability of such costs. Capitalized software development and website implementation costs are included in other non-current assets and are presented net of accumulated amortization. Gross capitalized technology costs were $ 419 million and $ 338 million as of December 31, 2025 and 2024, respectively. Accumulated amortization of capitalized technology costs was $ 237 million and $ 204 million as of December 31, 2025 and 2024, respectively.
Fair Value
Certain assets and liabilities are required to be recorded at fair value and classified within a fair value hierarchy based on inputs used when measuring fair value. We have foreign exchange forward contracts, cross currency and interest rate swaps that are adjusted to fair value on a recurring basis.
Other financial instruments, including cash and cash equivalents and short-term investments, are recorded at cost, which approximates fair value because of the short-term maturity and highly liquid nature of these instruments. The fair value of our long-term debt borrowings were $ 11.3 billion and $ 10.0 billion as of December 31, 2025 and 2024, respectively, and was estimated based on quoted market prices.
Accounting for the impairment of long-lived assets (including other intangible assets)
We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to current forecasts of undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on market evidence, discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets.
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Leases
We determine whether an arrangement meets the criteria for an operating lease or a finance lease at the inception of the arrangement. We have operating leases for office space and equipment. Our leases have remaining lease terms of 1 year to 15 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases early. We consider these options in determining the lease term used to establish our right-of use ( “ ROU ” ) assets and associated lease liabilities. We sublease certain real estate leases to third parties which mainly consist of operating leases for space within our offices.
Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expenses for these leases on a straight line-basis over the lease term in operating-related expenses and selling and general expenses.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Our future minimum based payments used to determine our lease liabilities include minimum based rent payments and escalations. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
Goodwill and other indefinite-lived intangible assets
Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually during the fourth quarter each year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We have five reporting units with goodwill that are evaluated for impairment.
We initially perform a qualitative analysis evaluating whether any events and circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount. If, based on our evaluation we do not believe that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, no quantitative impairment test is performed. Conversely, if the results of our qualitative assessment determine that it is more likely than not that the fair value of any of our reporting units is less than their respective carrying amounts we perform a quantitative impairment test.
When conducting our impairment test to evaluate the recoverability of goodwill at the reporting unit level, the estimated fair value of the reporting unit is compared to its carrying value including goodwill. Fair value of the reporting units are estimated using the income approach, which incorporates the use of the discounted free cash flow (“DCF”) analyses and are corroborated using the market approach, which incorporates the use of revenue and earnings multiples based on market data. The DCF analyses are based on the current operating budgets and estimated long-term growth projections for each reporting unit. Future cash flows are discounted based on a market comparable weighted average cost of capital rate for each reporting unit, adjusted for market and other risks where appropriate. In addition, we analyze any difference between the sum of the fair values of the reporting units and our total market capitalization for reasonableness, taking into account certain factors including control premiums. If the fair value of the reporting unit is less than the carrying value, the difference is recognized as an impairment charge.
We evaluate the recoverability of indefinite-lived intangible assets by first performing a qualitative analysis evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived asset is impaired. If, based on our evaluation of the events and circumstances that occurred during the year we do not believe that it is more likely than not that the indefinite-lived asset is impaired, no quantitative impairment test is performed. Conversely, if the results of our qualitative assessment determine that it is more likely than not that the indefinite-lived asset is impaired, a quantitative impairment test is performed. If necessary, an impairment analysis is performed using the income approach to estimate the fair value of the indefinite-lived intangible asset. If the intangible asset carrying value exceeds its fair value, an impairment charge is recognized in an amount equal to that excess.
Significant judgments inherent in these analyses include estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit and indefinite-lived intangible asset and could result in an impairment charge, which could be material to our financial position and results of operations.
We performed our impairment assessment of goodwill and indefinite-lived intangible assets and concluded that no impairment existed for the years ended December 31, 2025, 2024 and 2023.
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Equity Investments in Unconsolidated Subsidiaries
Equity investments for which we exercise significant influence, but do not have control over the investee, are accounted for using the equity method of accounting. Unrealized gains and losses are included in other (income) expense, net. Equity investments for which we do not have the ability to exercise significant influence are primarily accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date and are recorded in other (income) expense, net. Our equity investments are included in Equity investments in unconsolidated subsidiaries in our consolidated balance sheets. Our share of earnings or losses are recognized in other (income) expense, net in our consolidated statements of income. We periodically evaluate all our equity investments for impairment.
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
We have operations in many foreign countries. For most international operations, the local currency is the functional currency. For international operations that are determined to be extensions of the parent company, the United States ( “U.S.” ) dollar is the functional currency. For local currency operations, assets and liabilities are translated into U.S. dollars using end of period exchange rates, and revenue and expenses are translated into U.S. dollars using weighted-average exchange rates. Foreign currency translation adjustments are accumulated in a separate component of equity.
Depreciation
The costs of property and equipment are depreciated using the straight-line method based upon the following estimated useful lives: buildings and improvements from 15 to 40 years and equipment and furniture from 2 to 10 years. The costs of leasehold improvements are amortized over the lesser of the useful lives or the terms of the respective leases.
Advertising expense
The cost of advertising is expensed as incurred. We incurred $ 252 million, $ 229 million and $ 209 million in advertising costs for the years ended December 31, 2025, 2024 and 2023, respectively.
Stock-based compensation
Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, which typically is the vesting period. Stock-based compensation is classified as both operating-related expense and selling and general expense in the consolidated statements of income.
Income taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize liabilities for uncertain tax positions taken or expected to be taken in income tax returns. Accrued interest and penalties related to unrecognized tax benefits are recognized in interest expense and operating expense, respectively.
Judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and unrecognized tax benefits. In determining the need for a valuation allowance, the historical and projected financial performance of the operation that is recording a net deferred tax asset is considered along with any other pertinent information.
We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions, and we are routinely under audit by many different tax authorities. We believe that our accrual for tax liabilities is adequate for all open audit years based on an assessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. It is possible that tax examinations will be settled prior to December 31, 2026. 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.
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.
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Redeemable Noncontrolling Interest
The agreement with the minority partners of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by our minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Since redemption of the noncontrolling interest is outside of our control, this interest is presented on our consolidated balance sheets under the caption “Redeemable noncontrolling interest.” If the interest were to be redeemed, we would generally be required to purchase the interest at fair value on the date of redemption. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches. Our income and market valuation approaches incorporate Level 3 measures for instances when observable inputs are not available. The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., the revenue growth rates and operating margins), and a company specific beta. The significant judgmental assumptions used that incorporate market data, including the relative weighting of market observable information and the comparability of that information in our valuation models, are forward-looking and could be affected by future economic and market conditions. Any adjustments to the redemption value will impact retained income. See Note 9 – Equity for further detail.
Contingencies
We accrue for loss contingencies when both (a) information available prior to issuance of the consolidated financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated. We continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on an analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Because many of these matters are resolved over long periods of time, our estimate of liabilities may change due to new developments, changes in assumptions or changes in our strategy related to the matter. When we accrue for loss contingencies and the reasonable estimate of the loss is within a range, we record our best estimate within the range. We disclose an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may be incurred.
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.
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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 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
Certain prior year amounts have been reclassified for comparability purposes.
2. Acquisitions and Divestitures
Acquisitions
2025
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
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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.
2024
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. The acquisition is part of our Market Intelligence segment and its intellectual property is expected to power broader enterprise-wide applications. ProntoNLP’s proprietary models and LLM-based signal tools will bolster S&P Global’s textual data analytics capabilities. The acquisition of ProntoNLP is not material to our consolidated financial statements.
• On May 1, 2024, we completed the acquisition of Visible Alpha, the financial technology provider of deep industry and segment consensus data creating a premium offering of fundamental investment research capabilities on Market Intelligence’s Capital IQ Pro platform. The acquisition is part of our Market Intelligence segment and further enhances the depth and breadth of the overall Visible Alpha and S&P Capital IQ Pro offering. The acquisition of Visible Alpha is not material to our consolidated financial statements.
• 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 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.
None of our acquisitions completed during 2024 were material individually or in the aggregate, including the pro forma impact on earnings. For acquisitions during 2024 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 7 years.
2023
Acquisitions completed during the year ended December 31, 2023 included:
• On February 16, 2023, we completed the acquisition of Market Scan Information Systems, Inc. (“Market Scan”), a leading provider of automotive pricing and incentive intelligence, including Automotive Payments as a Service TM and its powerful payment calculation engine. The addition of Market Scan to Mobility enabled the integration of detailed transaction intelligence in areas that are complementary to existing services for dealers, OEMs, lenders, and other market participants. The acquisition of Market Scan is not material to our consolidated financial statements.
• On January 3, 2023, we completed the acquisition of ChartIQ, a premier charting provider for the financial services industry. ChartIQ is a professional grade charting solution that allows users to visualize data with a fully interactive web-based library that works seamlessly across web, mobile and desktop. It provides advanced capabilities including trade visualization, options analytics, technical analysis and more. Additionally, ChartIQ allows clients to visualize vendor-supplied data combined with their own proprietary content, alternative datasets or analytics. The acquisition is part of our Market Intelligence segment and further enhances our S&P Capital IQ Pro platform and other workflow solutions to provide the industry with leading visualization capabilities. The acquisition of ChartIQ is not material to our consolidated financial statements.
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• On January 4, 2023, we completed the acquisition of TruSight Solutions LLC (“TruSight”) a provider of third-party vendor risk assessments. The acquisition was integrated into our Market Intelligence segment and further expanded the breadth and depth of S&P Global’s third party vendor risk management solutions by offering high-quality validated assessment data to clients designed to reduce further the vendor due diligence burden on service providers to the financial services industry. The acquisition of TruSight is not material to our consolidated financial statements.
None of our acquisitions completed during 2023 were material individually or in the aggregate, including the pro forma impact on earnings. For acquisitions during 2023 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 7 years.
Non-cash investing activities
Liabilities assumed in conjunction with our acquisitions are as follows:
(in millions) Year ended December 31,
2025 2024 2023
Fair value of assets acquired $ 2,321 $ 549 399
Cash paid, net ( 2,023 ) ( 305 ) ( 296 )
Liabilities assumed $ 298 $ 244 $ 103
Divestitures
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.
2025
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.
2024
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:
• On November 1, 2024, we completed the sale of the PrimeOne business, our outsourced technology platform servicing the global prime finance business. The PrimeOne business was part of our Market Intelligence segment. During the year ended December 31, 2024, we recorded a pre-tax gain of $ 38 million ($ 27 million after-tax) in (Gain) loss on dispositions, net in the consolidated statement of income related to the sale of the PrimeOne business in our Market Intelligence segment.
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• On August 15, 2024, we completed the sale of Fincentric, formerly known as Markit Digital. This sale followed our announced intent to explore strategic opportunities for Fincentric in February of 2024. Fincentric was S&P Global’s premier digital solutions provider focused on developing mobile applications and websites for retail brokerages and other financial institutions. Fincentric specializes in designing cutting-edge financial data visualizations, interfaces and investor experiences. Fincentric was acquired by S&P Global through the merger with IHS Markit and was part of our Market Intelligence segment. During the year ended December 31, 2024, we recorded a pre-tax gain of $ 21 million ($ 12 million after-tax) in (Gain) loss on dispositions, net in the consolidated statement of income related to the sale of Fincentric in our Market Intelligence segment.
2023
During the year ended December 31, 2023 , we completed the following disposition and received the following contingent payment that resulted in a pre-tax loss of $ 70 million , which was included in (Gain) loss on dispositions, net in the consolidated statement of income:
• On May 2, 2023, we completed the sale of Engineering Solutions to Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”). We received the full proceeds from the sale of $ 975 million in cash, subject to purchase price adjustments, which resulted in approximately $ 750 million in after-tax proceeds. During the year ended December 31, 2023, we recorded a pre-tax loss of $ 120 million in (Gain) loss on dispositions, net and disposition-related costs of $ 16 million in selling and general expenses in the consolidated statement of income ($ 182 million after-tax, net of a release of a deferred tax liability of $ 157 million) related to the sale of Engineering Solutions. The transaction followed our announced intent in November of 2022 to divest the business. Engineering Solutions became part of the Company following our merger with IHS Markit.
• In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) along with a related family of leveraged loan indices in June of 2022. The contingent payment 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, 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.
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,
2025 1
2024
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.
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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 profit 1
$ 64 $ 71 $ 101
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.
3. Goodwill and Other Intangible Assets
Goodwill
Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired.
The change in the carrying amount of goodwill by segment is shown below:
(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 )
Other 1
( 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
Reclassifications 2
( 141 ) ( 115 ) — — — 115 ( 141 )
Other 1
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.
Other Intangible Assets
Other intangible assets include both indefinite-lived assets not subject to amortization and definite-lived assets subject to amortization. We have indefinite-lived assets with a carrying value of $ 846 million as of December 31, 2025 and 2024.
• 2025 and 2024 both include $ 380 million and $ 90 million for Dow Jones Indices intellectual property and the Dow Jones tradename, respectively, that we recorded as part of the transaction to form S&P Dow Jones Indices LLC in 2012.
• 2025 and 2024 both include $ 185 million within our Market Intelligence segment for the SNL tradename.
• 2025 and 2024 both include $ 132 million within our Indices segment for the balance of the IP rights in a family of indices derived from the S&P 500, solidifying Indices IP in and to the S&P 500 index family.
• 2025 and 2024 both include $ 59 million within our Indices segment for the Goldman Sachs Commodity Index intellectual property and the Broad Market Indices intellectual property.
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The following table summarizes our definite-lived intangible assets:
(in millions)
Cost Databases and software Content Customer relationships Tradenames Other intangibles Total
Balance as of December 31, 2023
$ 3,942 $ 139 $ 13,490 $ 1,528 $ 325 $ 19,424
Acquisitions — — — — 268 268
Reclassifications ( 15 ) — — — — ( 15 )
Other 1
— — ( 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
Reclassifications 11 — — — ( 11 ) —
Other 1
1 — 51 13 9 74
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
Reclassifications ( 13 ) — — — — ( 13 )
Other 1
— — ( 3 ) ( 1 ) ( 4 ) ( 8 )
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 ) —
Other 1
1 — 8 3 6 18
Balance as of December 31, 2025
$ 1,797 $ 139 $ 2,287 $ 480 $ 312 $ 5,015
Net definite-lived intangibles:
December 31, 2024 $ 2,474 $ — $ 11,728 $ 1,155 $ 353 $ 15,710
December 31, 2025 $ 2,491 $ — $ 11,530 $ 1,054 $ 350 $ 15,425
1 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions.
Definite-lived intangible assets are being amortized on a straight-line basis over periods of up to 25 years. The weighted-average life of the intangible assets as of December 31, 2025 is approximately 21 years.
Amortization expense was $ 1,069 million, $ 1,077 million and $ 1,042 million for the years ended December 31, 2025, 2024 and 2023, respectively. Expected amortization expense for intangible assets over the next five years for the years ended December 31, assuming no further acquisitions or dispositions, is as follows:
(in millions) 2026 2027 2028 2029 2030
Amortization expense $ 1,110 $ 1,094 $ 1,076 $ 1,050 $ 1,024
4. Taxes on Income
Income before taxes on income resulting from domestic and foreign operations is as follows:
(in millions) Year Ended December 31,
2025 2024 2023
Domestic operations $ 3,356 $ 3,436 $ 1,899
Foreign operations 2,871 1,872 1,772
Total income before taxes $ 6,227 $ 5,308 $ 3,671
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The provision for taxes on income consists of the following:
(in millions) Year Ended December 31,
2025 2024 2023
Federal:
Current $ 909 $ 740 $ 559
Deferred ( 110 ) ( 131 ) ( 177 )
Total federal 799 609 382
Foreign:
Current 448 472 370
Deferred ( 52 ) ( 161 ) ( 150 )
Total foreign 396 311 220
State and local:
Current 292 252 216
Deferred ( 80 ) ( 31 ) ( 40 )
Total state and local 212 221 176
Total provision for taxes $ 1,407 $ 1,141 $ 778
The Company has elected to prospectively adopt the guidance in ASU No. 2023-09. Refer to Note 1 – Accounting Policies for additional information.
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A reconciliation of the U.S. 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,
2025
Amount Percent
U.S. Federal Statutory Income Tax Rate $ 1,308 21.0 %
State & local income taxes, net of federal income tax 1
129 2.1
Foreign tax effects
United Kingdom ( 66 ) ( 1.1 )
Malta
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 )
Other 86 1.3
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 )
Other 4 0.1
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,
2024 2023
U.S. federal statutory income tax rate 21.0 % 21.0 %
State and local income taxes 3.5 3.5
Foreign operations ( 4.7 ) ( 5.1 )
Stock-based compensation ( 0.3 ) ( 0.4 )
S&P Dow Jones Indices LLC joint venture ( 1.1 ) ( 1.5 )
Tax credits and incentives ( 0.8 ) ( 2.5 )
Divestitures 0.1 1.8
Other, net 3.8 4.4
Effective income tax rate 21.5 % 21.2 %
We made net income tax payments totaling $ 1,502 million in 2025, $ 1,159 million in 2024, and $ 1,279 million in 2023.
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Net income tax payments for the year ended December 31, 2025 consisted of the following:
(in millions) Year ended December 31,
2025
Federal $ 722
State 187
Foreign
United Kingdom 170
Germany 105
Other 318
Total $ 1,502
Significant components of the Company’s deferred tax assets and liabilities consisted of the following:
(in millions) December 31,
2025 2024
Deferred tax assets:
Accrued expenses $ 128 $ 114
Losses and other carryforwards 636 695
Research & Development Expenditures 420 350
Other 434 423
Total deferred tax assets 1,618 1,582
Deferred tax liabilities:
Goodwill and intangible assets ( 4,321 ) ( 4,348 )
Other ( 186 ) ( 245 )
Total deferred tax liabilities ( 4,507 ) ( 4,593 )
Net deferred income tax asset before valuation allowance ( 2,889 ) ( 3,011 )
Valuation allowance ( 302 ) ( 313 )
Net deferred income tax liability $ ( 3,191 ) $ ( 3,324 )
Reported as:
Non-current deferred tax assets $ 71 $ 73
Non-current deferred tax liabilities ( 3,262 ) ( 3,397 )
Net deferred income tax liability $ ( 3,191 ) $ ( 3,324 )
We record valuation allowances against deferred income tax assets when we determine that it is more likely than not that such deferred income tax assets will not be realized based upon all the available evidence. The valuation allowance is primarily related to operating losses and other carryforwards.
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.
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.
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A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(in millions) Year ended December 31,
2025 2024 2023
Balance at beginning of year $ 325 $ 230 $ 223
Additions based on tax positions related to the current year 41 76 21
Additions for tax positions of prior years 24 48 10
Reduction for tax positions of prior years ( 13 ) — —
Reduction for settlements — ( 11 ) ( 11 )
Expiration of applicable statutes of limitations ( 55 ) ( 18 ) ( 13 )
Balance at end of year $ 322 $ 325 $ 230
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. 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.
The U.S. federal income tax audits for 2018 through 2024 are in process. During 2025, we completed state and foreign tax audits and, with few exceptions, we are no longer subject to federal, state, or foreign income tax examinations by tax authorities for the years before 2016. Th e impact to tax expense in 2025, 2024 and 2023 was not material.
We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions, and we are routinely under audit by many different tax authorities. We believe that our accrual for tax liabilities is adequate for all open audit years based on an assessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. It is possible that tax examinations will be settled prior to December 31, 2026. 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%, 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.
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5. Debt
A summary of short-term and long-term debt outstanding is as follows:
(in millions) December 31,
2025 2024
4.75 % Senior Notes, due 2025 1
— 4
4.0 % Senior Notes, due 2026 2
3 3
2.95 % Senior Notes, due 2027 3
499 498
2.45 % Senior Notes, due 2027 4
1,246 1,243
4.75 % Senior Notes, due 2028 5
784 797
4.25 % Senior Notes, due 2029 6
991 1,004
2.5 % Senior Notes, due 2029 7
498 497
2.70 % Sustainability-Linked Senior Notes, due 2029 8
1,241 1,238
1.25 % Senior Notes, due 2030 9
596 595
4.25 % Senior Notes, due 2031 10
595 —
2.90 % Senior Notes, due 2032 11
1,480 1,477
5.25 % Senior Notes due 2033 12
744 744
4.80 % Senior Notes, due 2035 13
396 —
6.55 % Senior Notes, due 2037 14
291 291
4.5 % Senior Notes, due 2048 15
273 273
3.25 % Senior Notes, due 2049 16
591 590
3.70 % Senior Notes, due 2052 17
976 975
2.3 % Senior Notes, due 2060 18
683 683
3.9 % Senior Notes, due 2062 19
486 486
Commercial paper 715 —
Total debt 13,088 11,398
Less: short-term debt including current maturities 718 4
Long-term debt $ 12,370 $ 11,394
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.
3 Interest payments are due semiannually on January 22 and July 22, and as of December 31, 2025, the unamortized debt discount and issuance costs total $ 1 million.
4 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 $ 4 million.
5 Interest payments are due semiannually on February 1 and August 1.
6 Interest payments are due semiannually on May 1 and November 1.
7 Interest payments are due semiannually on June 1 and December 1, and as of December 31, 2025, the unamortized debt discount and issuance costs total $ 2 million.
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.
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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.
15 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 $ 10 million.
16 Interest payments are due semiannually on June 1 and December 1, and as of December 31, 2025, the unamortized debt discount and issuance costs total $ 9 million.
17 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 $ 24 million.
18 Interest payments are due semiannually on February 15 and August 1 5, and as of December 31, 2025, the unamortized debt discount and issuance costs total $ 17 million.
19 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 $ 14 million.
Annual long-term debt maturities are scheduled as follows based on book values as of December 31, 2025: $ 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 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.
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 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.
6. Derivative Instruments
Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of December 31, 2025 and December 31, 2024, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates. 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. These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We do not enter into any derivative financial instruments for speculative purposes.
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Undesignated Derivative Instruments
During the twelve months ended December 31, 2025, 2024 and 2023, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheets. These forward contracts do not qualify for hedge accounting. As of December 31, 2025 and 2024, the aggregate notional value of these outstanding forward contracts was $ 1.5 billion and $ 2.3 billion, respectively. The changes in fair value of these forward contracts are recorded in prepaid and other assets or other current liabilities in the consolidated balance sheets with their corresponding change in fair value recognized in selling and general expenses in the consolidated statements of income. The amount recorded in prepaid and other current assets was $ 8 million as of December 31, 2025. 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, 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
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. dollar exchange rate. 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 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. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold, liquidated or substantially liquidated. We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates. 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 $ 46 million, $ 41 million and $ 25 million during the twelve months ended December 31, 2025, 2024 and 2023, respectively.
Cash Flow Hedges
Foreign Exchange Forward Contracts
During the twelve months ended December 31, 2025, 2024 and 2023, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the fourth quarter of 2027, 2026 and 2025, respectively. These contracts are intended to offset the impact of movement of exchange rates on future revenue and operating costs and are scheduled to mature within twenty-four months . 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, 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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Interest Rate Swaps
In the first quarter of 2024, we terminated our interest rate swap contracts with an aggregate notional value of $ 813 million and received net proceeds of $ 155 million upon termination. These contracts were designated as cash flow hedges and were scheduled to mature beginning in the first quarter of 2027. We performed a final effectiveness test upon the termination of each swap, and the effective portion of the gain of $ 155 million was recorded in accumulated other comprehensive loss in our consolidated balance sheet. The gain will be recognized into interest expense, net over the term which related interest payments will be made when we enter into anticipated future debt refinancing.
The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of December 31, 2025 and December 31, 2024:
(in millions) December 31, December 31,
Balance Sheet Location 2025 2024
Derivatives designated as cash flow hedges:
Prepaid and other current assets Foreign exchange forward contracts $ 5 $ 4
Other current liabilities Foreign exchange forward contracts $ 11 $ 5
Derivatives designated as net investment hedges:
Other non-current assets Cross currency swaps $ — $ 58
Other non-current liabilities Cross currency swaps $ 294 $ 2
The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedges for the years ended December 31:
(in millions) Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion) Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
2025 2024 2023 2025 2024 2023
Cash flow hedges - designated as hedging instruments
Foreign exchange forward contracts $ ( 8 ) $ ( 6 ) $ 6 Revenue, Selling and general expenses $ 3 $ 8 $ 7
Interest rate swap contracts $ ( 1 ) $ 21 $ 48 Interest expense, net $ 1 $ 1 $ ( 3 )
Net investment hedges- designated as hedging instruments
Cross currency swaps $ ( 354 ) $ 71 $ ( 102 ) Interest expense, net $ ( 4 ) $ ( 4 ) $ ( 4 )
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The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the years ended December 31:
(in millions) Year ended December 31,
2025 2024 2023
Cash Flow Hedges
Foreign exchange forward contracts
Net unrealized gains on cash flow hedges, net of taxes, beginning of period $ 1 $ 5 $ —
Change in fair value, net of tax ( 3 ) 4 12
Reclassification into earnings, net of tax ( 3 ) ( 8 ) ( 7 )
Net unrealized (losses) gains on cash flow hedges, net of taxes, end of period $ ( 5 ) $ 1 $ 5
Interest rate swap contracts
Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period $ 99 $ 84 $ 48
Change in fair value, net of tax — 16 32
Reclassification into earnings, net of tax ( 1 ) ( 1 ) 4
Net unrealized gains on cash flow hedges, net of taxes, end of period $ 98 $ 99 $ 84
Net Investment Hedges
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 (losses) gains on net investment hedges, net of taxes, end of period $ ( 234 ) $ 33 $ ( 21 )
7. Employee Benefits
We maintain a number of active defined contribution retirement plans for our employees. The majority of our defined benefit plans are frozen. As a result, no new employees will be permitted to enter these plans and no additional benefits for current participants in the frozen plans will be accrued.
We also have supplemental benefit plans that provide senior management with supplemental retirement, disability and death benefits. Certain supplemental retirement benefits are based on final monthly earnings. 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. The medical and dental plans and supplemental life insurance plan are contributory, while the basic life insurance plan is noncontributory. We currently do not prefund any of these plans.
We recognize the funded status of our retirement and postretirement plans in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. The amounts in accumulated other comprehensive loss represent net unrecognized actuarial losses and unrecognized prior service costs. These amounts will be subsequently recognized as net periodic pension cost pursuant to our accounting policy for amortizing such amounts.
Net periodic benefit cost for our retirement and postretirement plans other than the service cost component are included in other (income) expense, net in our consolidated statements of income.
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Benefit Obligation
A summary of the benefit obligation and the fair value of plan assets, as well as the funded status for the retirement and postretirement plans as of December 31, 2025 and 2024, is as follows (benefits paid in the table below include only those amounts contributed directly to or paid directly from plan assets):
(in millions) Retirement Plans Postretirement Plans
2025 2024 2025 2024
Net benefit obligation at beginning of year $ 1,323 $ 1,425 $ 17 $ 20
Service cost 2 2 — —
Interest cost 69 69 1 1
Actuarial loss (gain) 23 ( 89 ) 1 ( 1 )
Gross benefits paid ( 76 ) ( 76 ) ( 3 ) ( 3 )
Foreign currency effect 25 ( 8 ) — —
Net benefit obligation at end of year 1,366 1,323 16 17
Fair value of plan assets at beginning of year 1,395 1,473 1 1
Actual return on plan assets 98 ( 9 ) — —
Employer contributions 10 11 2 2
Gross benefits paid ( 76 ) ( 75 ) ( 3 ) ( 2 )
Foreign currency effect 20 ( 5 ) — —
Fair value of plan assets at end of year 1,447 1,395 — 1
Funded status $ 81 $ 72 $ ( 16 ) $ ( 16 )
Amounts recognized in consolidated balance sheets:
Non-current assets $ 254 $ 246 $ — $ —
Current liabilities ( 9 ) ( 10 ) ( 2 ) —
Non-current liabilities ( 164 ) ( 164 ) ( 14 ) ( 16 )
$ 81 $ 72 $ ( 16 ) $ ( 16 )
Accumulated benefit obligation $ 1,360 $ 1,317
Plans with accumulated benefit obligation in excess of the fair value of plan assets:
Projected benefit obligation $ 173 $ 173
Accumulated benefit obligation $ 168 $ 168
Fair value of plan assets $ — $ —
Amounts recognized in accumulated other comprehensive loss, net of tax:
Net actuarial loss (gain) $ 429 $ 418 $ ( 34 ) $ ( 36 )
Prior service credit — — ( 9 ) ( 10 )
Total recognized $ 429 $ 418 $ ( 43 ) $ ( 46 )
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Net Periodic Benefit Cost
For purposes of determining annual pension cost, prior service costs are being amortized straight-line over the average expected remaining lifetime of plan participants expected to receive benefits.
A summary of net periodic benefit cost for our retirement and postretirement plans for the years ended December 31, is as follows:
(in millions) Retirement Plans Postretirement Plans
2025 2024 2023 2025 2024 2023
Service cost $ 2 $ 2 $ 2 $ — $ — $ —
Interest cost 69 69 74 1 1 1
Expected return on assets ( 97 ) ( 97 ) ( 101 ) — — —
Amortization of:
Actuarial loss (gain) 8 8 6 ( 2 ) ( 2 ) ( 2 )
Prior service credit — — — ( 2 ) ( 2 ) ( 2 )
Net periodic benefit cost ( 18 ) ( 18 ) ( 19 ) ( 3 ) ( 3 ) ( 3 )
Settlement charge 1
— — 23 — — —
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, triggering the recognition of non-cash pre-tax settlement charges of $ 23 million.
Our U.K. 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:
(in millions) Retirement Plans Postretirement Plans
2025 2024 2023 2025 2024 2023
Net actuarial loss (gain) $ 17 $ 14 $ 33 $ 1 $ ( 1 ) $ 1
Recognized actuarial (gain) loss ( 6 ) ( 6 ) ( 5 ) 1 2 1
Prior service cost — — — 1 1 1
Settlement charge 1
— — ( 18 ) — — —
Total recognized $ 11 $ 8 $ 10 $ 3 $ 2 $ 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, 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. Included in the total retirement plans cost are defined contribution plans cost of $ 117 million, $ 126 million and $ 120 million for 2025, 2024 and 2023, respectively.
Assumptions
Retirement Plans Postretirement Plans
2025 2024 2023 2025 2024 2023
Benefit obligation:
Discount rate 1
5.45 % 5.74 % 5.27 % 5.16 % 5.57 % 5.18 %
Net periodic cost:
Discount rate - U.S. plan 1
5.74 % 5.27 % 5.63 % 5.57 % 5.18 % 5.52 %
Discount rate - U.K. plan 1
5.53 % 4.50 % 4.76 %
Return on assets 2
6.25 % 6.00 % 6.00 %
1 Effective January 1, 2025, we changed our discount rate assumption on our U.S. retirement plans to 5.74 % from 5.27 % in 2024 and changed our discount rate assumption on our U.K. plan to 5.53 % from 4.50 % in 2024.
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2 The expected return on assets assumption is calculated based on the plan’s asset allocation strategy and projected market returns over the long-term. Effective January 1, 2026, we changed our return on assets assumption to 6.30 % from 6.25 % for the U.S. plan in 2025 and to 5.50 % from 5.40 % for the U.K. plan in 2025.
Cash Flows
Expected employer contributions in 2026 are $ 11 million and $ 2 million for our retirement and postretirement plans, respectively. In 2026, we may elect to make non-required contributions depending on investment performance and the pension plan status.
Information about the expected cash flows for our retirement and postretirement plans is as follows:
(in millions) Retirement
Plans 1
Postretirement Plans 2
2026 $ 82 2
2027 84 2
2028 85 2
2029 87 2
2030 90 1
2031-2035 469 5
1 Reflects the total benefits expected to be paid from the plans or from our assets including both our share of the benefit cost and the participants’ share of the cost.
2 Reflects the total benefits expected to be paid from our assets.
Fair Value of Plan Assets
In accordance with authoritative guidance for fair value measurements certain assets and liabilities are required to be recorded at fair value. Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value hierarchy has been established which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs used to measure fair value are as follows:
• Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.
• Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
• Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The fair value of our defined benefit plans assets as of December 31, 2025 and 2024, by asset class is as follows:
(in millions) December 31, 2025
Total Level 1 Level 2 Level 3
Cash and short-term investments $ 2 $ 2 $ — $ —
Fixed income:
Long duration strategy 1
956 — 956 —
Asset-backed securities 2
66 — 66 —
Total 1,024 2 1,022 —
Common collective trust funds measured at net asset value as a practical expedient:
Collective investment funds 3
423
Total $ 1,447
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(in millions) December 31, 2024
Total Level 1 Level 2 Level 3
Cash and short-term investments $ 2 $ 2 $ — $ —
Fixed income:
Long duration strategy 1
905 — 905 —
Total $ 907 $ 2 $ 905 $ —
Common collective trust funds measured at net asset value as a practical expedient:
Collective investment funds 3
488
Total $ 1,395
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. Plan.
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
For securities that are quoted in active markets, the trustee/custodian determines fair value by applying securities’ prices obtained from its pricing vendors. For commingled funds that are not actively traded, the trustee applies pricing information provided by investment management firms to the unit quantities of such funds. Investment management firms employ their own pricing vendors to value the securities underlying each commingled fund. Underlying securities that are not actively traded derive their prices from investment managers, which in turn, employ vendors that use pricing models (e.g., discounted cash flow, comparables). The domestic defined benefit plans have no investment in our stock, except through the S&P 500 commingled trust index fund.
The trustee obtains estimated prices from vendors for securities that are not easily quotable and they are categorized accordingly as Level 3. During the year ended December 31, 2025, we did not hold any securities categorized as Level 3.
Pension Trusts’ Asset Allocations
There are two pension trusts, one in the U.S. and one in the U.K.
• The U.S. 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.
• The U.K. 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. The mix of assets is established after consideration of the long-term performance and risk characteristics of asset classes. Investments are selected based on their potential to enhance returns, preserve capital and reduce overall volatility. Holdings are diversified within each asset class. The portfolios employ a mix of index and actively managed equity strategies by market capitalization, style, geographic regions and economic sectors. The fixed income strategies include U.S. long duration securities, core fixed income, intermediate credit, high yield, and U.K. debt instruments. The short-term portfolio, whose primary goal is capital preservation for liquidity purposes, is composed of government and government-agency securities, uninvested cash, receivables and payables. The portfolios do not employ any financial leverage.
U.S. Defined Contribution Plan
Assets of the defined contribution plan in the U.S. consist primarily of investment options, which include actively managed equity, indexed equity, actively managed equity/bond funds, target date funds, S&P Global Inc. common stock, stable value and money market strategies. There is also a self-directed mutual fund investment option. The plan purchased 104,317 shares and sold 179,394 shares of S&P Global Inc. common stock in 2025 and purchased 81,400 shares and sold 159,810 shares of S&P Global Inc. common stock in 2024. The plan held approximately 1.0 million and 1.1 million shares of S&P Global Inc. common stock as of December 31, 2025 and 2024, respectively, with market values of $ 535 million and $ 547 million, respectively. The plan received dividends on S&P Global Inc. common stock of $ 4.3 million and $ 4.4 million during the years ended December 31, 2025 and December 31, 2024, respectively.
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8. Stock-Based Compensation
We issue stock-based incentive awards to our eligible employees under the 2019 Employee Stock Incentive Plan and to our eligible non-employee members of the Board of Directors under a Director Deferred Stock Ownership Plan. No further awards may be granted under the 2002 Employee Stock Incentive Plan (the “2002 Plan”), although awards granted under the 2002 Plan prior to the adoption of the new 2019 Plan in June of 2019 remain outstanding in accordance with their terms.
• 2019 Employee Stock Incentive Plan (the “2019 Plan”) – The 2019 Plan permits the granting of stock options, stock appreciation rights, restricted stock awards, performance awards, and other stock-based awards.
• Director Deferred Stock Ownership Plan (the “Director Plan”) – Under the Director Plan, common stock reserved may be credited to deferred stock accounts for eligible non-employee members of the Board of Directors. In general, the plan requires that 50 % of eligible Directors’ annual compensation and dividend equivalents be credited to deferred stock accounts. Each Director may also elect to defer all or a portion of the remaining compensation and have an equivalent number of shares credited to their deferred stock account. Recipients under this plan are not required to provide consideration to us other than rendering service. Shares will be delivered as of the date a recipient ceases to be a member of the Board of Directors or within five years thereafter, if so elected. The plan will remain in effect until terminated by the Board of Directors or until no shares of stock remain available under the plan.
• 2014 Equity Incentive Award Plan and the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan (the “IHS Markit’s equity plans”) – In connection with the merger with IHS Markit, we assumed the outstanding restricted stock units, performance-based restricted stock units, deferred stock units, and stock options granted under IHS Markit’s equity plans, converted using the 0.2838 merger exchange ratio. From the merger date, no additional awards under these plans may be granted; however, the outstanding awards that were converted at the merger date continue to vest in accordance with the terms of the merger agreement.
The number of common shares reserved for issuance under the 2019 Plan are as follows:
(in millions) December 31,
2025 2024
Shares available for granting 1
17.9 18.0
Options outstanding — —
Total shares reserved for issuance 17.9 18.0
1 Shares reserved for issuance under the Director Plan are less than 1.0 million at both December 31, 2025 and 2024.
We issue treasury shares upon the issuance of restricted stock and other stock-based awards and the exercise of stock options. To offset the dilutive effect of our equity compensation plans, we periodically repurchase shares. See Note 9 – Equity for further discussion.
Stock-based compensation expense and the corresponding tax benefit are as follows:
(in millions) Year Ended December 31,
2025 2024 2023
Restricted stock and other stock-based awards expense $ 236 $ 247 $ 171
Stock option expense — — —
Total stock-based compensation expense $ 236 $ 247 $ 171
Tax benefit $ 43 $ 49 $ 32
Restricted Stock and Other Stock-Based Awards
Restricted stock and other stock-based awards (performance and non-performance) have been granted under the 2002 Plan and 2019 Plan. Performance unit awards only vest if we achieve certain financial goals over the performance period. Restricted stock non-performance awards have various vesting periods (generally three years ). Recipients of restricted stock and unit awards are not required to provide consideration to us other than rendering service.
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The stock-based compensation expense for restricted stock and other stock-based awards is determined based on the market price of our stock at the grant date of the award applied to the total number of awards that are anticipated to fully vest. For performance awards, adjustments are made to expense consistent with the expected percent achievement of the performance goals.
Restricted stock and other stock-based award activity is as follows:
(in millions, except per award amounts) Shares Weighted-average grant-date fair value
Balance as of December 31, 2024
1.2 $ 387.14
Granted 0.4 $ 525.67
Vested ( 0.4 ) $ 392.96
Forfeited ( 0.3 ) $ 404.59
Balance as of December 31, 2025
0.9 $ 436.46
Total unrecognized compensation expense related to restricted awards $ 173
Weighted-average years to be recognized over 1.2
Year Ended December 31,
2025 2024 2023
Weighted-average grant-date fair value per award $ 525.67 $ 427.84 $ 374.00
Total fair value of restricted stock and other stock-based awards vested $ 222 $ 230 $ 323
Tax benefit relating to restricted award activity $ 60 $ 56 $ 71
Stock Options
Stock options may not be granted at a price less than the fair market value of our common stock on the date of grant. Stock options granted vest over a four-year service period and have a maximum term of 10 years. Stock option compensation costs are recognized from the date of grant, utilizing a four-year graded vesting method. Under this method, more than half of the costs are recognized over the first twelve months , approximately one-quarter of the costs are recognized over a twenty-four month period starting from the date of grant, approximately one-tenth of the costs are recognized over a thirty-six month period starting from the date of grant, and the remaining costs are recognized over a forty-eight month period starting from the date of grant.
There were no stock options granted in 2025, 2024 and 2023.
Stock option activity is as follows:
(in millions, except per award amounts) Shares Weighted average exercise price Weighted-average remaining years of contractual term Aggregate intrinsic value
Options outstanding as of December 31, 2024
— $ 74.46
Options outstanding as of December 31, 2025
— $ 74.46 1.22 $ 5
Options exercisable as of December 31, 2025
— $ 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:
(in millions) Year Ended December 31,
2025 2024 2023
Net cash proceeds from the exercise of stock options $ — $ 4 $ 13
Total intrinsic value of stock option exercises $ — $ 19 $ 55
Income tax benefit realized from stock option exercises $ — $ 5 $ 12
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9. Equity
Capital Stock
Two million shares of preferred stock, par value $ 1 per share, are authorized; none have been issued.
On January 14, 2026, the Board of Directors approved an increase in the dividends for 2026 to a quarterly common stock dividend of $ 0.97 per share.
Year Ended December 31,
2025 2024 2023
Annualized dividend rate 1
$ 3.84 $ 3.64 $ 3.60
Dividends paid (in millions) $ 1,170 $ 1,134 $ 1,147
1 The quarterly dividend rate was $ 0.96 per share for the year ended December 31 2025. The quarterly dividend rate was $ 0.91 per share for the year ended December 31 2024. 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.
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, 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. Upon settlement of the ASR agreement, the financial institution typically delivers additional shares. The total number of shares ultimately delivered, and therefore the average price paid per share, is determined at the end of the applicable purchase period of each ASR agreement based on the volume weighted-average share price, less a discount. We account for our ASR agreements as two transactions: 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 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.
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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:
(in millions, except average price)
ASR Agreement Initiation Date ASR Agreement Completion Date Initial Shares Delivered Additional Shares Delivered Total Number of Shares
Purchased Average Price Paid Per Share Total Cash Utilized
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
October 22, 2024 2.6 0.3 3.0 $ 505.19 $ 1,500
February 12, 2024 7
April 12, 2024 1.0 0.2 1.2 $ 421.05 $ 500
November 13, 2023 8
February 7, 2024 2.8 0.2 3.0 $ 428.45 $ 1,300
August 7, 2023 9
September 8, 2023 1.1 0.2 1.3 $ 387.36 $ 500
May 8, 2023 10
August 4, 2023 2.5 0.1 2.6 $ 384.75 $ 1,000
February 13, 2023 11
May 5, 2023 1.1 0.3 1.4 $ 341.95 $ 500
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. The ASR agreement was executed under our 2022 Repurchase Program.
2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.2 billion and initially received shares valued at 80 % of the $ 1.2 billion at a price equal to the market price of the Company’s common stock on August 12, 2025. The Company received an initial delivery of 1.7 million shares from the ASR program. We completed the ASR agreement on October 23, 2025 and received an additional 0.6 million shares. The ASR agreement was executed under our 2022 Repurchase Program.
3 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 650 million and initially received shares valued at 80 % of the $ 650 million at a price equal to the market price of the Company ’ s common stock on May 6, 2025. The Company received an initial delivery of 1.0 million shares from the ASR program. We completed the ASR agreement on August 8, 2025 and received an additional 0.2 million shares. The ASR agreement was executed under our 2022 Repurchase Program.
4 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 650 million and initially received shares valued at 80 % of the $ 650 million at a price equal to the market price of the Company ’ s common stock on February 19, 2025. The Company received an initial delivery of 1.0 million shares from the ASR program. We completed the ASR agreement on May 6, 2025 and received an additional 0.3 million shares. The ASR agreement was executed under our 2022 Repurchase Program.
5 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.3 billion and initially received shares valued at 85 % of the $ 1.3 billion at a price equal to the market price of the Company’s common stock on October 28, 2024 when the Company received an initial delivery of 2.3 million shares from the ASR program. We completed the ASR agreement on February 18, 2025 and received an additional 0.3 million shares from the ASR program. The ASR agreement was executed under our 2022 Repurchase Program.
6 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.5 billion and initially received shares valued at 85 % of the $ 1.5 billion at a price equal to the market price of the Company’s common stock on July 31, 2024 when the Company received an initial delivery of 2.6 million shares from the ASR program on August 1, 2024. We completed the ASR agreement on October 22, 2024 and received an additional 0.3 million shares. The ASR agreement was executed under our 2022 Repurchase Program.
7 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and initially received shares valued at 85 % of the $ 500 million at a price equal to the market price of the Company’s common stock on February 12, 2024 when the Company received an initial delivery of 1.0 million shares from the ASR program. We completed the ASR agreement on April 12, 2024 and received an additional 0.2 million shares. The ASR agreement was executed under our 2022 Repurchase Program.
8 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.3 billion and initially received shares valued at 85 % of the $ 1.3 billion at a price equal to the market price of the Company ’ s common stock on November 13, 2023 when the Company received an initial delivery of 2.8 million shares from the ASR program. We completed the ASR agreement on February 7, 2024 and received an additional 0.2 million shares. The ASR agreement was executed under our 2022 Repurchase Program.
9 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and initially received shares valued at 85 % of the $ 500 million at a price equal to the market price of the Company ’ s common stock on August 7, 2023 when the Company received an initial delivery of 1.1 million shares from the ASR program. We completed the ASR agreement on September 8, 2023 and received an additional 0.2 million shares. The ASR agreement was executed under our 2022 Repurchase Program.
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10 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1 billion and initially received shares valued at 87.5 % of the $ 1 billion at a price equal to the market price of the Company ’ s common stock on May 8, 2023 when the Company received an initial delivery of 2.5 million shares from the ASR program.We completed the ASR agreement on August 4, 2023 and received an additional 0.1 million shares. The ASR agreement was executed under our 2022 Repurchase Program.
11 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and initially received shares valued at 85 % of the $ 500 million at a price equal to the market price of the Company ’ s common stock on February 13, 2023 when the Company received an initial delivery of 1.1 million shares from the ASR program. We completed the ASR agreement on May 5, 2023 and received an additional 0.3 million shares. The ASR agreement was executed under our 2022 Repurchase Program. .
During the year ended December 31, 2025, we received a total of 9.3 million shares, including 0.3 million shares received in February of 2025 related to our October 28, 2024 ASR agreement, resulting in $ 5.0 billion of cash used to purchase shares. During the year ended December 31, 2024 we received a total of 6.7 million shares, including 0.2 million shares received in February of 2024 related to our November 13, 2023 ASR agreement, resulting in $ 3.3 billion of cash used to purchase shares. During the year ended December 31, 2023, we received a total of 8.6 million shares, including 0.4 million shares received in February of 2023 related to our December 2, 2022 ASR agreement, resulting in $ 3.3 billion of cash used to purchase shares.
Redeemable Noncontrolling Interests
Our redeemable noncontrolling interests include an agreement with the minority partners that own 27 % of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, CME Group and CME Group Index Services LLC (“CGIS”) has the right at any time to sell, and we are obligated to buy, at least 20 % of their share in S&P Dow Jones Indices LLC. In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group’s and CGIS’ minority interest.
If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption. This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interests” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches. Our income and market valuation approaches may incorporate Level 3 fair value measures for instances when observable inputs are not available. The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., the revenue growth rates and operating margins), and a company specific beta. The significant judgmental assumptions used that incorporate market data, including the relative weighting of market observable information and the comparability of that information in our valuation models, are forward-looking and could be affected by future economic and market conditions. Any adjustments to the redemption value will impact retained income.
Noncontrolling interests that do not contain such redemption features are presented in equity.
Ch anges to redeemable noncontrolling interests during the year ended December 31, 2025 were as follows:
(in millions)
Balance as of December 31, 2024
$ 4,252
Net income attributable to redeemable noncontrolling interests 317
Distributions to noncontrolling interests ( 301 )
Redemption value adjustment 614
Other 1
35
Balance as of December 31, 2025 2
$ 4,917
1 Relates to foreign currency translation adjustments
2 As of December 31, 2025, $ 4,914 million relates to our redeemable noncontrolling interest in the Indices business
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Accumulated Other Comprehensive Loss
The following table summarizes the changes in the components of accumulated other comprehensive loss for the year ended December 31, 2025:
(in millions) Foreign Currency Translation Adjustments Pension and Postretirement Benefit Plans Unrealized Gain (Loss)
on Cash Flow Hedges 3
Accumulated Other Comprehensive Loss
Balance as of December 31, 2024
$ ( 609 ) $ ( 372 ) $ 98 $ ( 883 )
Other comprehensive income (loss) before reclassifications 202 1 ( 18 ) ( 2 ) 182
Reclassifications from accumulated other comprehensive income (loss) to net earnings 4 4 2 ( 4 ) 3 4
Net other comprehensive income (loss) 206 ( 14 ) ( 6 ) 186
Balance as of December 31, 2025
$ ( 403 ) $ ( 386 ) $ 92 $ ( 697 )
1 Includes an unrealized loss related to our cross currency swaps. See Note 6 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss.
2 Reflects amortization of net actuarial losses and is net of a tax benefit of less than $ 1 million for the year ended December 31, 2025. See Note 7 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.
3 See Note 6 – Derivative Instruments for additional details of items reclassified from accumulated other comprehensive loss to net earnings.
10. Earnings per Share
Basic earnings per common share (“EPS”) is computed by dividing net income attributable to the common shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in the same manner as basic EPS, except the number of shares is increased to include additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. Potential common shares consist primarily of restricted performance shares and stock options calculated using the treasury stock method.
The calculation for basic and diluted EPS is as follows:
(in millions, except per share data) Year Ended December 31,
2025 2024 2023
Amount attributable to S&P Global Inc. common shareholders:
Net income $ 4,471 $ 3,852 $ 2,626
Basic weighted-average number of common shares outstanding 304.8 311.6 318.4
Effect of dilutive securities 0.3 0.3 0.5
Diluted weighted-average number of common shares outstanding 305.1 311.9 318.9
Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic $ 14.67 $ 12.36 $ 8.25
Diluted $ 14.66 $ 12.35 $ 8.23
We have certain stock options and restricted performance shares that are potentially excluded from the computation of diluted EPS. The effect of the potential exercise of stock options is excluded when the average market price of our common stock is lower than the exercise price of the related option during the period or when a net loss exists because the effect would have been antidilutive. Additionally, restricted performance shares are excluded because the necessary vesting conditions had not been met or when a net loss exists. Restricted performance shares outstandin g of 0.4 million, 0.5 million and 0.7 million as of December 31, 2025, 2024 and 2023, respectively, were excl uded. As of December 31, 2025 , 2024 and 2023, there were no stock options excluded.
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11. Restructuring
We continuously evaluate our cost structure to identify cost savings associated with streamlining our management structure. Our 2025 and 2024 restructuring plans consisted of company-wide workforce reductions of approximately 1,300 and 1,230 positions, respectively, and are further detailed below. The charges for each restructuring plan are classified as selling and general expenses within the consolidated statements of income and the reserves are included in other current liabilities in the consolidated balance sheets.
In certain circumstances, reserves are no longer needed because employees previously identified for separation resigned from the Company and did not receive severance or were reassigned due to circumstances not foreseen when the original plans were initiated. In these cases, we reverse reserves through the consolidated statements of income during the period when it is determined they are no longer needed.
The initial restructuring charge recorded and the ending reserve balance as of December 31, 2025 by segment is as follows:
2025 Restructuring Plan 2024 Restructuring Plan
(in millions) Initial Charge Recorded Ending Reserve Balance Initial Charge Recorded Ending Reserve Balance
Market Intelligence $ 56 $ 25 $ 77 $ 7
Ratings 17 5 4 1
Energy 19 12 13 —
Mobility 15 11 6 1
Indices 4 4 1 —
Corporate 46 28 24 6
Total $ 157 $ 85 $ 125 $ 15
For the year ended December 31, 2025, we recorded a pre-tax restructuring charge of $ 157 million primarily related to employee severance charges for the 2025 restructuring plan and have reduced the reserve by $ 72 million. For the years ended December 31, 2025 and 2024, we have reduced the reserve for the 2024 restructuring plan by $ 73 million and $ 37 million, respectively. The reductions primarily related to cash payments for employee severance charges.
12. Segment and Geographic Information
As discussed in Note 1 – Accounting Policies , we have five reportable segments: Market Intelligence, Ratings, Energy, Mobility and Indices.
Our Chief Executive Officer is our chief operating decision-maker (“CODM”) and evaluates performance of our segments and allocates resources (including employees, property, and financial or capital resources) based primarily on operating profit for each segment. Segment operating profit does not include Corporate Unallocated expense, equity in income on unconsolidated subsidiaries, other (income) expense, net, or interest expense, net, as these are amounts that do not affect the operating results of our reportable segments. We use the same accounting policies for our segments as those described in Note 1 – Accounting Policies .
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Operating results for the years ended December 31, 2025, 2024 and 2023 are as follows:
(in millions) Market Intelligence Ratings Energy Mobility Indices Engineering Solutions Total
2025
Revenue from external customers $ 4,902 $ 4,549 $ 2,299 $ 1,747 $ 1,839 $ — $ 15,336
Intersegment revenue 1
14 175 — — 11 — 200
Revenue 4,916 4,724 2,299 1,747 1,850 — 15,536
Intersegment elimination ( 200 )
Total revenue 15,336
Less: segment expenses 2
3,246 1,645 1,205 1,051 537 — 7,684
Less: other segment items 3
679 66 151 318 42 — 1,256
Intersegment elimination ( 200 )
Segment operating profit $ 991 $ 3,013 $ 943 $ 378 $ 1,271 $ — $ 6,596
Corporate Unallocated expense 4
146
Equity in income on unconsolidated subsidiaries ( 28 )
Operating profit 6,478
Other income, net ( 36 )
Interest expense, net 287
Income before taxes on income $ 6,227
(in millions) Market Intelligence Ratings Energy Mobility Indices Engineering Solutions Total
2024
Revenue from external customers $ 4,633 $ 4,207 $ 2,142 $ 1,609 $ 1,617 $ — $ 14,208
Intersegment revenue 1
12 163 — — 11 — 186
Revenue 4,645 4,370 2,142 1,609 1,628 — 14,394
Intersegment elimination ( 186 )
Total revenue 14,208
Less: segment expenses 2
3,133 1,617 1,139 982 483 — 7,354
Less: other segment items 3
637 46 158 315 42 — 1,198
Intersegment elimination ( 186 )
Segment operating profit $ 875 $ 2,707 $ 845 $ 312 $ 1,103 $ — $ 5,842
Corporate Unallocated expense 4
305
Equity in income on unconsolidated subsidiaries ( 43 )
Operating profit 5,580
Other income, net ( 25 )
Interest expense, net 297
Income before taxes on income $ 5,308
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(in millions) Market Intelligence Ratings Energy Mobility Indices Engineering Solutions Total
2023
Revenue from external customers $ 4,365 $ 3,177 $ 1,946 $ 1,484 $ 1,392 $ 133 $ 12,497
Intersegment revenue 1
11 155 — — 11 — 177
Revenue $ 4,376 $ 3,332 $ 1,946 $ 1,484 $ 1,403 $ 133 $ 12,674
Intersegment elimination ( 177 )
Total revenue 12,497
Less: segment expenses 2
2,933 1,449 1,049 908 436 113 6,888
Less: other segment items 3
729 19 193 316 42 1 1,300
Intersegment elimination ( 177 )
Segment operating profit $ 714 $ 1,864 $ 704 $ 260 $ 925 $ 19 $ 4,486
Corporate Unallocated expense 4
502
Equity in income on unconsolidated subsidiaries ( 36 )
Operating profit 4,020
Other expense, net 15
Interest expense, net 334
Income before taxes on income $ 3,671
1 Intersegment revenue primarily relates to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
2 The segment expense category for Market Intelligence, Ratings, Energy, Mobility and Indices for the years ended December 31, 2025, 2024 and 2023 primarily include an aggregation of compensation costs, technology costs and strategic investments. The segment expense category for Engineering Solutions for the year ended December 31, 2023 primarily includes an aggregation of technology costs and compensation costs. The CODM considers actual-to-actual and budget-to-actual variances when making decisions about allocating personnel and capital to the segments; however, the CODM does not receive the individual expense items underlying the overall segment expenses. Variance explanations include segment expenses including compensation costs, technology costs and strategic investments, but the CODM is otherwise not provided, and cannot easily calculate, lower-level expense information.
3 Other segment items for the year ended December 31, 2025 for each reportable segment primarily include amortization of intangibles from acquisitions, gain on dispositions and certain items primarily including employee severance charges, acquisition and disposition-related costs, legal costs and Executive Leadership Team transition costs. Other segment items for the years ended December 31, 2024 and 2023 for each reportable segment primarily include amortization of intangibles from acquisitions, (gain) loss on dispositions and certain items primarily including IHS Markit merger costs, employee severance charges and acquisition and disposition-related costs.
4 Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses.
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The following table presents our revenue disaggregated by revenue type for the years ended December 31:
(in millions) Market Intelligence Ratings Energy Mobility Indices Engineering Solutions Intersegment Elimination 1
Total
2025
Subscription $ 4,107 $ — $ 2,016 $ 1,422 $ 320 $ — $ — $ 7,865
Non-subscription / Transaction 186 2,470 163 325 — — — 3,144
Non-transaction — 2,254 — — — — ( 200 ) 2,054
Asset-linked fees — — — — 1,206 — — 1,206
Sales usage-based royalties — — 120 — 324 — — 444
Recurring variable 623 — — — — — — 623
Total revenue $ 4,916 $ 4,724 $ 2,299 $ 1,747 $ 1,850 $ — $ ( 200 ) $ 15,336
Timing of revenue recognition
Services transferred at a point in time
$ 186 $ 2,470 $ 163 $ 325 $ — $ — $ — $ 3,144
Services transferred over time
4,730 2,254 2,136 1,422 1,850 — ( 200 ) 12,192
Total revenue $ 4,916 $ 4,724 $ 2,299 $ 1,747 $ 1,850 $ — $ ( 200 ) $ 15,336
(in millions) Market Intelligence Ratings Energy Mobility Indices Engineering Solutions Intersegment Elimination 1
Total
2024
Subscription $ 3,882 $ — $ 1,873 $ 1,299 $ 292 $ — $ — $ 7,346
Non-subscription / Transaction 184 2,326 166 310 — — — 2,986
Non-transaction — 2,044 — — — — ( 186 ) 1,858
Asset-linked fees — — — — 1,046 — — 1,046
Sales usage-based royalties — — 103 — 290 — — 393
Recurring variable 579 — — — — — — 579
Total revenue $ 4,645 $ 4,370 $ 2,142 $ 1,609 $ 1,628 $ — $ ( 186 ) $ 14,208
Timing of revenue recognition
Services transferred at a point in time
$ 184 $ 2,326 $ 166 $ 310 $ — $ — $ — $ 2,986
Services transferred over time 4,461 2,044 1,976 1,299 1,628 — ( 186 ) 11,222
Total revenue $ 4,645 $ 4,370 $ 2,142 $ 1,609 $ 1,628 $ — $ ( 186 ) $ 14,208
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(in millions) Market Intelligence Ratings Energy Mobility Indices Engineering Solutions Intersegment Elimination 1
Total
2023
Subscription $ 3,685 $ — $ 1,707 $ 1,169 $ 277 $ 125 $ — $ 6,963
Non-subscription / Transaction 187 1,425 158 315 — 8 — 2,093
Non-transaction — 1,907 — — — — ( 177 ) 1,730
Asset-linked fees — — — — 859 — — 859
Sales usage-based royalties — — 81 — 267 — — 348
Recurring variable 504 — — — — — — 504
Total revenue $ 4,376 $ 3,332 $ 1,946 $ 1,484 $ 1,403 $ 133 $ ( 177 ) $ 12,497
Timing of revenue recognition
Services transferred at a point in time
$ 187 $ 1,425 $ 158 $ 315 $ — $ 8 $ — $ 2,093
Services transferred over time
4,189 1,907 1,788 1,169 1,403 125 ( 177 ) 10,404
Total revenue $ 4,376 $ 3,332 $ 1,946 $ 1,484 $ 1,403 $ 133 $ ( 177 ) $ 12,497
1 Intersegment eliminations mainly consists of a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
Segment information for the years ended December 31 is as follows:
(in millions) Depreciation & Amortization Capital Expenditures
2025 2024 2023 2025 2024 2023
Market Intelligence $ 631 $ 627 $ 597 $ 78 $ 61 $ 73
Ratings 32 37 37 64 29 24
Energy 138 137 137 11 7 7
Mobility 320 317 314 28 18 22
Indices 43 42 42 4 3 13
Engineering Solutions — — 2 — — —
Total reportable segments 1,164 1,160 1,129 185 118 139
Corporate 15 13 14 10 6 4
Total $ 1,179 $ 1,173 $ 1,143 $ 195 $ 124 $ 143
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Segment information as of December 31 is as follows:
(in millions) Total Assets
2025 2024
Market Intelligence $ 31,234 $ 29,478
Ratings 1,137 1,056
Energy 8,543 8,636
Mobility 12,974 13,222
Indices 3,378 3,200
Total reportable segments 57,266 55,592
Corporate 1
3,738 4,629
Assets held for sale 2
196 —
Total $ 61,200 $ 60,221
1 Corporate assets consist principally of cash and cash equivalents, goodwill and other intangible assets, investments, assets for pension benefits and prepaid income taxes.
2 Relates to the anticipated divestitures of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment and fixed assets related to our intent to sell our facility in Centennial, Colorado.
We do not have operations in any foreign country that represent more than 7 % of our consolidated revenue. Transfers between geographic areas are recorded at agreed upon prices and intercompany revenue and profit are eliminated. No single customer accounted for more than 10 % of our consolidated revenue.
The following provides revenue and long-lived assets by geographic region:
(in millions) Revenue Long-lived Assets 1
Year ended December 31, December 31,
2025 2024 2023 2025 2024
U.S. $ 9,322 $ 8,640 $ 7,542 $ 483 $ 483
European region 3,531 3,256 2,822 153 115
Asia 1,640 1,491 1,375 203 182
Rest of the world 843 821 758 34 32
Total $ 15,336 $ 14,208 $ 12,497 $ 873 $ 812
Revenue Long-lived Assets 1
Year ended December 31, December 31,
2025 2024 2023 2025 2024
U.S. 61 % 61 % 60 % 55 % 60 %
European region 23 23 23 18 14
Asia 11 10 11 23 22
Rest of the world 5 6 6 4 4
Total 100 % 100 % 100 % 100 % 100 %
1 Long-lived assets include right of use assets, property and equipment, net and capitalized technology costs, net.
See Note 2 – Acquisitions and Divestitures and Note 11 – Restructuring , for actions that impacted the segment operating results.
13. Commitments and Contingencies
Leases
We determine whether an arrangement meets the criteria for an operating lease or a finance lease at the inception of the arrangement. We have operating leases for office space and equipment. Our leases have remaining lease terms of 1 year to 15 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the
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leases early. We sublease certain real estate leases to third parties which mainly consist of operating leases for space within our offices.
Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expenses for these leases on a straight line-basis over the lease term in operating-related expenses and selling and general expenses.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Our future minimum based payments used to determine our lease liabilities include minimum based rent payments and escalations. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
During the years ended December 31, 2025, 2024 and 2023 we recorded a pre-tax impairment charge of $ 3 million, $ 3 million and $ 26 million, respectively, related to the impairment and abandonment of operating lease related ROU assets. The impairment charges are included in selling and general expenses within the consolidated statements of income.
The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of December 31, 2025 and 2024:
(in millions) 2025 2024
Balance Sheet Location
Assets
Right of use assets Lease right-of-use assets $ 413 $ 413
Liabilities
Other current liabilities Current lease liabilities 124 109
Lease liabilities — non-current Non-current lease liabilities 494 535
The components of lease expense for the years ended December 31 are as follows:
(in millions) 2025 2024 2023
Operating lease cost $ 112 $ 129 $ 134
Sublease income ( 14 ) ( 13 ) ( 16 )
Total lease cost $ 98 $ 116 $ 118
Supplemental information related to leases for the years ended December 31 are as follows:
(in millions) 2025 2024 2023
Cash paid for amounts included in the measurement for operating lease liabilities
Operating cash flows for operating leases 141 140 149
Right of use assets obtained in exchange for lease obligations
Operating leases 118 106 35
Weighted-average remaining lease term and discount rate for our operating leases as of December 31 are as follows:
2025 2024
Weighted-average remaining lease term (years) 5.3 5.6
Weighted-average discount rate 4.25 % 4.02 %
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Maturities of lease liabilities for our operating leases are as follows:
(in millions)
2026 $ 145
2027 133
2028 106
2029 85
2030 63
2031 and beyond 175
Total undiscounted lease payments $ 707
Less: Imputed interest 89
Present value of lease liabilities $ 618
As of December 31, 2025, the Company has certain lease agreements that have not yet commenced with total estimated future lease payments of $ 78 million which have been excluded from the table above. These leases are expected to begin in 2026 and continue through 2037, with lease terms ranging from 1 year to 12 years.
Related Party Agreement
In June of 2012, we entered into a license agreement (the “License Agreement”) with the holder of S&P Dow Jones Indices LLC noncontrolling interest, CME Group, which replaced the 2005 license agreement between Indices and CME Group. Under the terms of the License Agreement, S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group’s equity index products. During the years ended December 31, 2025, 2024 and 2023, S&P Dow Jones Indices LLC earned $ 193 million, $ 192 million and $ 174 million of revenue under the terms of the License Agreement, respectively. The entire amount of this revenue is included in our consolidated statement of income and the portion related to the 27 % noncontrolling interest is removed in net income attributable to noncontrolling interests.
Contractual Obligations
We typically have various contractual obligations, which are recorded as liabilities in our consolidated balance sheets, while other items, such as certain purchase commitments and other executory contracts, are not recognized. For example, we are contractually committed to contracts for information-technology outsourcing, certain enterprise-wide information-technology software licensing and maintenance. In the first quarter of 2023, S&P Global and Amazon Web Services (“AWS”) entered into a multi-year strategic collaboration agreement with a purchase obligation of $ 1.0 billion, before incremental credits, over a five-year period. With AWS as its preferred cloud provider, S&P Global will enhance its cloud infrastructure, accelerate business growth, engineer new innovations for key industry segments, and help their customers navigate rapidly changing market conditions .
Legal & Regulatory Matters
In the normal course of business both in the United States and abroad, the Company and its subsidiaries are defendants in a number of legal proceedings and are often subjected to government and regulatory proceedings, investigations and inquiries.
A class action lawsuit was filed in Australia on August 7, 2020 against the Company and a subsidiary of the Company. The lawsuit relates to alleged investment losses in collateralized debt obligations rated by Ratings prior to the financial crisis between 2005 and 2007. We can provide no assurance that we will not be obligated to pay significant amounts in order to resolve the lawsuit on terms deemed acceptable.
From time to time, the Company receives customer complaints. The Company believes it has strong contractual protections in the terms and conditions included in its arrangements with customers. Nonetheless, in the interest of managing customer relationships, the Company from time to time engages in dialogue with such customers in an effort to resolve such complaints, and if such complaints cannot be resolved through dialogue, may face litigation regarding such complaints. The Company does not expect to incur material losses as a result of these matters.
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 registered with
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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. 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.
In view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of such matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity (if any) restrictions may be. As a result, we cannot provide assurance that such outcomes will not have a material adverse effect on our consolidated financial condition, cash flows, business or competitive position. As litigation or the process to resolve pending matters progresses, as the case may be, we will continue to review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business or competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.