S&P Global (SPGI) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A87 rewritten24 added26 removed291 unchanged
All filing items1,242 rewritten476 added457 removed2,666 unchanged
Summary
counted, not written
- Item 1A lists 31 risk factor headings: 1 new, 7 reworded and 23 unchanged since FY2023. 2 headings from FY2023 no longer appear.
- Sentence by sentence, 476 added, 457 removed, 1,242 rewritten and 2,666 unchanged across 19 items that differ.
New Item 1A headings (1)
- We may become subject to liability or face reputational harm due to our offerings.
Removed Item 1A headings (2)
- We may become subject to liability or face reputational harm based on the use of our products by our clients.
- Public health crises may have a material adverse effect on our business, financial condition or results of operations.
Reworded Item 1A headings (7)
- Our
[removed: ability][added: inability] to [added: successfully] develop, adapt, or implement new and improved processes and technology[removed: may][added: could] materially adversely impact our business, financial condition or results of operations. - Increased availability of free or relatively inexpensive information sources may [added: materially] reduce demand for our products and could have a material adverse effect on our business, financial condition or results of operations.
[removed: Social and][added: Social,] ethical [added: and operational] issues relating to the use of new and evolving technologies, such as AI, in our offerings could materially and adversely affect our business, financial condition or results of operations.- Our international business activities must comport with international trade restraints, including economic sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets
[removed: Controls,][added: Control,] which could affect our ability to market and/or sell our products and services into certain countries where we do business. Failure to comply with these laws and regulations can result in significant fines and penalties and related material adverse effects on our reputation, business, financial condition and results of operations. - Inability to
[removed: attract and][added: attract,] retain [added: or train] key qualified personnel [added: or to navigate key management transitions] could have a material adverse effect on our business and results of operations. [removed: If][added: From time to time,] we lose key outside suppliers of[removed: data][added: data, products,] and[removed: products][added: services] or[removed: if]the[removed: data][added: data, products,] or[removed: products][added: services] of these suppliers have errors or are delayed,[removed: we may not be able][added: resulting in a disruption or inability] to provide our clients with the[removed: information and][added: information,] products [added: or services] they desire.- Our inability to successfully recover should
[removed: we or][added: we,] our third-party service providers [added: or our clients] experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
87 rewritten, 24 added, 26 removed, 291 unchanged
We operate in the capital, [removed: commodities,] [added: commodity,] and automotive markets.
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms, and issuers; the [removed: commodities] [added: commodity] markets include producers, [added: consumers,] traders and intermediaries within energy, [removed: petrochemicals, metals & steel] [added: chemicals, shipping, metals, carbon] and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and [removed: consumers.][added: customers.]
Cyber threats continue to [removed: further] evolve and [removed: continue to be more] [added: are increasingly] difficult to detect and successfully defend against.
[removed: - The cyber threats we and our third-party service providers (including our vendors) face are rapidly evolving and are] becoming increasingly sophisticated [added: (including through the use of generative artificial intelligence ("AI"))] and include denial of service attacks, ransomware, spyware, phishing/smishing/vishing attacks, business compromise attacks, employee errors, negligence or malfeasance, the use of malicious codes or worms, payment fraud, and other unauthorized occurrences on, or conducted through, our or our third-party service providers’ (including our vendors’) information systems and networks, originating from a wide variety of sources, including criminals, terrorists, nation states, financially motivated actors, internal actors, and external service providers.
The cyber risks the Company faces range from cyber attacks common to most industries, to more sophisticated and targeted attacks, including attacks carried out by state-sponsored actors, intended to obtain [added: unauthorized access to certain information or information systems or networks due in part to our prominence in the global marketplace, such as our ratings on debt issued by sovereigns and corporate issuers, our impending methodology changes in our benchmarks businesses, or the composition of our indices.]
The volume of such attacks, breaches and threats [removed: have] [added: has] increased over the years and we expect that volume to continue to increase.
Notwithstanding our efforts, [removed: there can be no assurance that] we [removed: will not] [added: may] suffer a material adverse effect resulting from [added: such] vulnerabilities in [removed: widely deployed third-party software.][added: the future.]
- Misappropriation, improper modification, destruction, corruption or unavailability of our data and information, including personal data, due to cyber incidents, attacks or other security breaches, or the perception of such an occurrence, could damage our brand and reputation, result in litigation, regulatory actions, sanctions or other statutory penalties, [added: or] lead to loss of customer confidence in our security measures and [removed: reliability, which would harm our ability to retain customers and gain new ones, result in financial losses that are either not insured against or not fully covered through any insurance maintained by us, and lead to increased expenses related to addressing or mitigating the risks associated with any such incidents.][added: reliability.]
In order to maintain a competitive position, we invest in innovation, new offerings and enhancements, including new ways to deliver our products and [removed: services.][added: services (including through AI).]
Our [removed: ability] [added: inability] to [added: successfully] develop, adapt, or implement new and improved processes and technology [removed: may] [added: could] materially adversely impact our business, financial condition or results of operations.
[removed: To succeed in the future, we] will need to deploy improved processes and technology to innovate, design, develop, assemble, test, market, and support new products and enhancements to our existing products in a timely and cost-effective manner.
- We [removed: are transitioning] [added: have transitioned an important portion of] our technology to a cloud-based infrastructure, which is complex, time consuming, and involves substantial expenditures.
Ineffective or insufficient collaboration across divisions, functions and business lines decreases our ability to expand geographically, enhance products, innovate, increase sales, [removed: leads] [added: promote brand awareness (and can lead] to brand [removed: confusion] [added: confusion)] and may result in a material adverse effect on our [added: business,] financial condition or results of operations.
Increased availability of free or relatively inexpensive information sources may [added: materially] reduce demand for our products and could have a material adverse effect on our business, financial condition or results of operations.
In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and advances in public cloud computing and open source software [removed: is] [added: are] expected to continue.
Moreover, [removed: generative artificial intelligence (“AI”) may be] [added: AI is being] used in a way that [added: is] significantly [removed: increases] [added: increasing] access to publicly available free or relatively inexpensive information.
[removed: Public sources] [added: Given the importance] of [added: data to our products and services, the continued growth of publicly available] free or relatively inexpensive information [removed: can] [added: could materially] reduce demand for our products and services.
Although we believe our products are enhanced by our analysis, tools, delivery mechanisms and applications, if a large number of smaller customers or a critical number of larger customers choose to use public sources [added: of free or relatively inexpensive information] as a substitute for our products or services, it could have a material adverse effect on our business, financial condition or results of operations.
AI is an emerging technology that is [removed: expected to] fundamentally [removed: change] [added: changing] the way data is gathered, produced, protected, licensed, processed, and consumed.
Given the importance of data to our products and services, AI [removed: is becoming] [added: continues to be] an increasingly important part of our business and industry.
However, the AI landscape is complex and rapidly evolving, and new and enhanced laws and [removed: regulations,] [added: regulations (or inadequate laws or regulations),] governmental or regulatory scrutiny, competition from established or emerging companies, litigation, ethical concerns, cybersecurity concerns, intellectual property concerns, or other complications could [added: materially and] adversely impact our ability to protect our data and intellectual property, to develop and offer products and services that effectively use AI, to compete with other AI products or services, [removed: or] to improve efficiency of existing products or services through the effective use of AI to remain competitive, or [added: to incorporate AI in our internal operations, or] could [added: materially] increase our burden and cost of research, development and regulatory compliance.
For instance, [added: new] competitors [removed: may deploy] [added: are leveraging] AI in [added: their offerings in] ways that [added: could materially reduce demand for our products and services (for example, by deploying AI in ways that] make processing of information relatively inexpensive or [removed: free, which could significantly reduce demand for our data.][added: free or by leveraging AI to build indices or ETFs).]
Additionally, we may be unable to [removed: effectively license or otherwise] protect our data from unintended use [added: or access] by [removed: AI.][added: third-party AI systems.]
For additional risks related to intellectual property rights, see the risk factor entitled “*Our ability to protect our intellectual property rights could impact our competitive position*.” The development, testing and deployment of AI systems requires continued investment and may materially increase the cost profile of our offerings due to the nature of the [removed: computing cost involved in such systems.]
[removed: Social and] [added: Social,] ethical [added: and operational] issues relating to the use of new and evolving technologies, such as AI, in our offerings could materially and adversely affect our business, financial condition or results of operations.
[removed: If we enable] [added: Enabling] or [removed: offer] [added: offering] solutions that draw controversy due to their perceived or actual impact on society or [removed: if we fail] [added: failing] to properly remediate any social or ethical issues that may arise in our [removed: offerings, we] [added: offerings] may [removed: experience] [added: result in material] brand or reputational harm, competitive harm, legal liability [added: or loss of public confidence, or a material reduction to the marketability or competitiveness of our products and services.]
Any of these [removed: social or] [added: social,] ethical [added: or operational] issues could materially and adversely affect our business, financial condition or results of operations.
- This may include a disruption involving physical or technological infrastructure used by us or third parties with or through whom we conduct business, whether due to human error, natural disasters, power loss, telecommunication failures, [added: cyber attacks, data breaches,] break-ins, sabotage, intentional acts of vandalism, acts of terrorism, political unrest, war or otherwise.
Our efforts to secure and plan for potential disruptions of our major operating systems [removed: may] [added: are] not [removed: be successful.][added: always successful, and future disruptions could have a material adverse effect on the Company.]
In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and [removed: regulations, including those related to our regulated activities, antitrust matters, and other matters, such as environmental, social and governance (“ESG”) matters.]
[removed: As a result, we cannot provide assurance that the] [added: The] outcome of [removed: the] matters we are currently facing or that we may face in the future [removed: will not] [added: could] have a material adverse effect on our business, financial condition or results of operations.
- As litigation or the process to resolve pending matters progresses, as the case may be, we continuously 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 and competitive position, which [removed: may require that we] [added: sometimes requires us to] record liabilities in the consolidated financial [removed: statements in future periods.][added: statements.]
[added: These] litigation risks are often difficult to assess or quantify and could have a material adverse effect on our business, financial condition or results of operations.
- We, and certain types of information we collect, compile, use, and publish, are subject to numerous U.S. federal and state laws and non-U.S. regulations governing the protection of personal and confidential information of our [removed: clients and] [added: clients,] employees [added: and products] in the jurisdictions in which we operate.
- There has been increased public attention regarding the use [added: and transfer] of personal [removed: information and data transfer,] [added: information,] accompanied by examinations of regulated entities, and legislation and regulations intended to strengthen data protection, information security and consumer and personal privacy.
The law in these areas continues to develop and the changing nature and interpretations by courts [removed: around the world] of privacy and data protection laws around the world, including in jurisdictions such as the U.S. (including in an increasing number of U.S. states), the European Union (the “EU”), the People’s Republic of China and India, could have a significant impact on our processing of personal and sensitive information of our employees, vendors and customers and other data, and in turn, our business practices.
We have made, and expect to continue to make, capital investments and other expenditures to address cybersecurity preparedness and prevent future [added: cyber incidents and] breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been breached.
Any such expenses that we incur in the future, which could be material, will impact our results of operations in the period in which they are incurred, but may not [removed: meaningfully limit the success of future attempts to compromise our information or information technology systems.]
Future legislation, regulatory reform or policy changes, such as financial services regulatory reform, energy or commodity-specific regulation, including oil, regulations related to pricing providers, [removed: sustainability,] credit rating data, data privacy, operational resilience and [removed: cyber security,] [added: cybersecurity,] tax regulations, AI, [removed: ESG,] [added: ESG (including matters of diversity, equity and inclusion (“DEI”)),] government-sponsored enterprise reform and increased infrastructure spending and significant changes in trade policy (including [removed: sanctions),] [added: sanctions and tariffs),] could impact our business.
Changes in legislation, regulation or policy increase the likelihood that we will fail to appropriately adapt to changes in our compliance obligations, [added: particularly when such changes happen abruptly, such as following a change in government.]
- The cyber threats we and our third-party service providers (including our vendors) face are rapidly evolving and are
Although we have not experienced a cyber attack or data breach that has had a material adverse effect on us, we may experience such an event in the future.
While such incidents have not had a material impact on the Company to date, future incidents could materially harm our ability to retain customers and gain new ones, result in financial losses that are either not insured against or not fully covered through any insurance maintained by us, and lead to increased expenses related to addressing or mitigating the risks associated with any such incidents.
To succeed in the future, we
For instance, we are incorporating AI in internal operations across our Company, which subjects us to a variety of risks, as further described in the risk factor entitled “*Our approach to AI may not be successful, which could materially and adversely affect our business, financial condition or results of operations*.” Additionally, certain of our new processes require manual data entry or collection before they can be automated, which subjects them to greater risk of human error.
Demand could also be materially reduced as a result of cost-cutting initiatives at certain companies and organizations that choose to use publicly available free or relatively inexpensive information rather than pay for our products and services.
As discussed in the risk factor entitled “*The markets in which we operate continuously change to adapt to customer needs.
Our inability to innovate and compete with new or enhanced products and services of our competitors could impact our profitability,”* competitors are deploying AI in ways that could materially reduce demand for our products and services.
computing cost involved in such systems.
- On May 30, 2024, we experienced an outage caused by an erroneous internal modification of code in an enterprise technology tool.
The outage resulted in loss of access to a significant amount of our products and services for various periods of time, ranging from approximately 1 hour to approximately 52 hours.
Although this outage did not have a material adverse effect on the Company, it called our attention to certain deficiencies in our controls and system architecture.
While we have taken steps to address these deficiencies, we may experience outages or other disruptions in the future, and such outages or disruptions may have a material adverse effect on the Company.
regulations, including those related to our regulated products and services, antitrust matters, and other matters, such as environmental, social and governance (“ESG”) matters.
meaningfully limit the success of future attempts to compromise our information or information technology systems.
Examples include regulatory oversight regimes for ESG ratings providers which may impose new regulatory requirements regarding some of Ratings’ ancillary and other services, such as the EU regulation on the transparency and integrity of ESG rating activities adopted by the European Parliament and Council in November 2024, or draft legislation published by the U.K. in 2024 to empower the FCA to supervise ESG ratings providers.
Each of these developments could materially increase the costs and legal risk associated with the
- We have a heightened risk of litigation and reputational harm due to our role in the global markets, particularly within our ratings and indices businesses.
Changes in commodity
Key management transitions, such as the recent changes to our executive leadership team, involve inherent risk, and such transition periods can be disruptive and may result in a loss of personnel with deep institutional or technical knowledge.
For example, we acquired Visible Alpha, World Hydrogen Leaders and ProntoNLP on May 1, 2024, May 14, 2024, and December 31, 2024, respectively, and we sold Fincentric and our PrimeOne business on August 15, 2024 and November 1, 2024, respectively.
loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.
◦restrictive actions of governmental authorities in the jurisdictions in which we operate affecting trade, cross-border data transfer and foreign investment, especially during periods of heightened tension between governmental authorities in such jurisdictions, including protective measures such as export restrictions and customs duties and tariffs, government intervention favoring local competitors, data localization efforts, and restrictions on the level of foreign ownership,
In addition, the transition to renewable energy and a net zero economy involves changes to
unauthorized access to certain information or information systems or networks due in part to our prominence in the global marketplace, such as our ratings on debt issued by sovereigns and corporate issuers, our impending methodology changes in our benchmarks businesses, or the composition of our indices.
Although cyber attacks and data breaches on the Company and its third-party service providers have not had a material adverse effect on the Company, there can be no assurance that there will not be a material adverse effect in the future.
Accordingly, there can be no assurance that our security measures will be sufficient to protect our information or information systems and networks.
Such weaknesses and vulnerabilities have been, and may continue to be identified as we complete integration of IHS Markit Ltd. information systems and networks.
For instance, certain of our new processes require manual
data entry or collection before they can be automated, which subjects them to greater risk of human error.
Demand could also be reduced as a result of cost-cutting initiatives at certain companies and organizations.
or loss of public confidence, or our products and services may become less marketable or less competitive.
These
particularly when such changes happen abruptly, such as following a change in government.
from and is subject to the supervision of the Australian Securities and Investment Commission regarding its administration of the S&P ASX 200 index.
If we are less
For example, we acquired ChartIQ on January 3, 2023, TruSight Solutions LLC on January 4, 2023, and Market Scan Information Systems, Inc. on February 16, 2023.
Additionally, on May 2, 2023, we sold our Engineering Solutions business.
- A material portion of our revenues in our Indices business is concentrated in some of our largest customers, who have significant assets under management in index-based funds (including exchange-traded funds) and other index-based investment products.
A loss of a substantial portion of revenue from our largest customers could have a material adverse effect on our business, financial condition or results of operations.
Public health crises may have a material adverse effect on our business, financial condition or results of operations.
Our business could be materially and adversely affected by a public health crisis, especially of an infectious disease like COVID-19.
Public health crises may introduce volatility and uncertainty into the global financial and commodities markets and adverse general economic conditions.
Risks posed to our businesses, financial condition and results of operations from volatility in the financial and commodities markets that could result from such an event are described in the risk factor above entitled “*Changes in the volume of securities issued and traded in domestic and/or global capital markets, asset levels and flows into investment products, high interest rates, changes in interest rates and volatility in the financial markets, and volatility in the commodities markets impact our business, financial condition or results of operations*.” Actions taken by governments to stabilize the markets and support economic growth may not be sufficient to address the market dislocations or avert severe and prolonged reductions in economic activity.
Moreover, if a public health crisis caused prolonged recessions in the U.S. and other major markets, our businesses would be materially and adversely
affected.
Due to the uncertain nature of public health crises, we cannot predict the extent to which any such event would impact our business, financial condition or results of operations.
Violations of such laws and regulations may result in fines and
We may incur substantial additional indebtedness, including secured indebtedness, for many reasons, including to fund acquisitions.
If we add additional indebtedness or other liabilities, the related risks that we face could intensify.
An excerpt. Shown here: 40 of 87 rewritten, all 24 added and all 26 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2024 filing and the FY2023 filing.
Item 7. . Management’s Discussion and Analysis of Financial Condition and Results of Operations
333 rewritten, 169 added, 118 removed, 702 unchanged
The following Management’s Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.
The MD&A should be read in conjunction with the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] which have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the commodity markets include producers, [added: consumers,] traders and intermediaries within energy, [removed: petrochemicals, metals & steel] [added: chemicals, shipping, metals, carbon] and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and [removed: consumers.][added: customers.]
As of May 2, 2023, we completed the sale of [added: S&P Global] Engineering Solutions (“Engineering Solutions”), a provider of engineering standards and related technical knowledge, and the results are included through that date.
- Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers [removed: (OEMs),] [added: (Original Equipment Manufacturers or OEMs),] automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
[added: -] During the year ended December 31, 2023, we recorded a pre-tax loss of $120 million in [removed: Loss (gain)] [added: (Gain) loss] on [removed: dispositions] [added: disposition, net] and disposition-related costs of $16 million in selling and general expenses in the consolidated [removed: statement] [added: statements] 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.
See Note 2 [removed: -] [added: —] *Acquisitions and Divestitures* to the consolidated financial statements under Item 8, Consolidated Financial [removed: Statements and Supplementary Data, in this Annual Report on Form 10-K for further discussion.]
During the three years ended December 31, [removed: 2023,] [added: 2024,] we have returned approximately [removed: $18.2] [added: $21.9] billion to our shareholders through a combination of share repurchases and our quarterly dividends: we completed share repurchases of approximately [removed: $15.3] [added: $18.6] billion and distributed regular quarterly dividends totaling approximately [removed: $2.9] [added: $3.3] billion.
Also, on January [removed: 23, 2024,] [added: 28, 2025,] the Board of Directors approved a quarterly common stock dividend of [removed: $0.91] [added: $0.96] per share.
| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: ’23] [added: ’24] vs [removed: ’22] [added: ’23] | | | | | | [removed: ’22] [added: ’23] vs [removed: ’21] [added: ’22] | | |
| Revenue | | | $ | [removed: 12,497] [added: 14,208] | | | | | $ | [removed: 11,181] [added: 12,497] | | | | | $ | [removed: 8,297] [added: 11,181] | | | | | [removed: 12%] [added: 14%] | | | | | | [removed: 35%] [added: 12%] | | |
| Operating profit 2 | | | $ | [removed: 4,020] [added: 5,580] | | | | | $ | [removed: 4,944] [added: 4,020] | | | | | $ | [removed: 4,221] [added: 4,944] | | | | | [removed: (19)%] [added: 39%] | | | | | | [removed: 17%] [added: (19)%] | | |
| % Operating margin | | | [removed: 32] [added: 39] | | % | | | | [removed: 44] [added: 32] | | % | | | | [removed: 51] [added: 44] | | % | | | | | | | | | | | | |
| Diluted earnings per share from net income | | | $ | [removed: 8.23] [added: 12.35] | | | | | $ | [removed: 10.20] [added: 8.23] | | | | | $ | [removed: 12.51] [added: 10.20] | | | | | [removed: (19)%] [added: 50%] | | | | | | [removed: (18)%] [added: (19)%] | | |
[removed: 2] Operating profit for the year ended December 31, 2023 includes IHS Markit merger costs of $236 million, employee severance charges of $184 million, acquisition-related costs of $77 million, loss on dispositions of $70 million, disposition-related costs of $24 million, lease impairments of $14 million, asset impairments of $9 million and an asset write-off of $1 million.
[added: 2] Operating profit for the year ended December 31, [removed: 2021] [added: 2024] includes [added: employee severance charges of $127 million,] IHS Markit merger costs of [removed: $249 million, employee severance charges of $19] [added: $133] million, gain on dispositions of [removed: $11] [added: $59] million, [removed: a lease impairment] [added: legal settlement costs] of [removed: $3] [added: $20] million, [removed: Kensho retention related expense] [added: disposition-related costs] of [removed: $2] [added: $9] million, [removed: acquisition-related] [added: Executive Leadership Team transition] costs of [removed: $4 million and recovery] [added: $8 million, a statutorily required bonus accrual adjustment] of [removed: lease-related costs] [added: $7 million, lease impairments] of $2 [added: million and a net acquisition-related benefit of $1] million.
Operating profit also includes amortization of intangibles from acquisitions of $1.1 [removed: billion, $959 million and $96 million] [added: billion] for the years ended December 31, [added: 2024 and] 2023, [removed: 2022] and [removed: 2021, respectively.][added: $959 million for the year ended December 31, 2022.]
Foreign exchange rates had [removed: an unfavorable] [added: a favorable] impact of [removed: 2] [added: 3] percentage points.
Operating profit increased [removed: 17%.][added: 39%.]
Excluding the [removed: favorable] impact of [removed: a] higher [removed: gain on dispositions] [added: amortization] of [removed: 57 percentage points, partially offset by the impact] [added: intangibles from acquisitions in 2023] of [added: 6 percentage points and] higher IHS Markit merger costs in [removed: 2022 of 11 percentage points, a S&P Foundation grant in 2022] [added: 2023] of [removed: 6] [added: 3] percentage points, [removed: higher amortization of intangibles from acquisitions in 2022 of 26 percentage points and] [added: partially offset by] higher employee severance charges in 2022 of [removed: 8 percentage points and disposition-related costs of 1] [added: 6] percentage [removed: point,] [added: points,] operating profit increased [removed: 12%.][added: 16%.]
In [removed: 2024,] [added: 2025,] we are striving to deliver on our strategic priorities in the following key areas:
- Enhancing customer support and seamless user experience with [removed: a] [added: an enterprise mindset and] focus on ease of discoverability, distribution, and delivery of our [removed: products] [added: product] and services and integrated [added: cross-divisional] capabilities; [removed: and]
*•*Driving continuous commitment to risk management, compliance, and control across [removed: S&P Global;][added: the Enterprise and strengthening and standardizing first line risk management; and]
Further projections and discussion on our [removed: 2024] [added: 2025] outlook for our segments can be found within “ – Results of Operations”.
| Revenue | | | $ | [removed: 12,497] [added: 14,208] | | | | | $ | [removed: 11,181] [added: 12,497] | | | | | $ | [removed: 8,297] [added: 11,181] | | | | | [removed: 12%] [added: 14%] | | | | | | [removed: 35%] [added: 12%] | | |
| Operating-related expenses | | | [removed: 4,141] [added: 4,391] | | | | | | [removed: 3,753] [added: 4,141] | | | | | | [removed: 2,180] [added: 3,753] | | | | | | [removed: 10%] [added: 6%] | | | | | | [removed: 72%] [added: 10%] | | |
| Selling and general expenses | | | [removed: 3,159] [added: 3,166] | | | | | | [removed: 3,396] [added: 3,159] | | | | | | [removed: 1,729] [added: 3,396] | | | | | | [removed: (7)%] [added: —%] | | | | | | [removed: 97%] [added: (7)%] | | |
| Depreciation and amortization | | | [removed: 1,143] [added: 1,173] | | | | | | [removed: 1,013] [added: 1,143] | | | | | | [removed: 178] [added: 1,013] | | | | | | [removed: 13%] [added: 3%] | | | | | | [removed: N/M] [added: 13%] | | |
| Total expenses | | | [removed: 8,443] [added: 8,730] | | | | | | [removed: 8,162] [added: 8,443] | | | | | | [removed: 4,087] [added: 8,162] | | | | | | 3% | | | | | | [removed: N/M] [added: 3%] | | |
| [removed: Loss (gain)] [added: (Gain) loss] on [removed: dispositions] [added: dispositions, net] | | | [removed: 70] [added: (59)] | | | | | | [removed: (1,898)] [added: 70] | | | | | | [removed: (11)] [added: (1,898)] | | | | | | N/M | | | | | | N/M | | |
| Equity in Income on Unconsolidated Subsidiaries | | | [removed: (36)] [added: (43)] | | | | | | [removed: (27)] [added: (36)] | | | | | | [removed: —] [added: (27)] | | | | | | [removed: 33%] [added: 20%] | | | | | | [removed: N/M] [added: 33%] | | |
| Operating profit | | | [removed: 4,020] [added: 5,580] | | | | | | [removed: 4,944] [added: 4,020] | | | | | | [removed: 4,221] [added: 4,944] | | | | | | [removed: (19)%] [added: 39%] | | | | | | [removed: 17%] [added: (19)%] | | |
| Other [removed: expense (income),] [added: (income) expense,] net | | | [removed: 15] [added: (25)] | | | | | | [removed: (70)] [added: 15] | | | | | | [removed: (62)] [added: (70)] | | | | | | N/M | | | | | | [removed: (14)%] [added: N/M] | | |
| Interest expense, net | | | [removed: 334] [added: 297] | | | | | | [removed: 304] [added: 334] | | | | | | [removed: 119] [added: 304] | | | | | | [removed: 10%] [added: (11)%] | | | | | | [removed: N/M] [added: 10%] | | |
| Loss on extinguishment of debt | | | — | | | | | | [removed: 8] [added: —] | | | | | | [removed: —] [added: 8] | | | | | | N/M | | | | | | N/M | | |
| Provision for taxes on income | | | [removed: 778] [added: 1,141] | | | | | | [removed: 1,180] [added: 778] | | | | | | [removed: 901] [added: 1,180] | | | | | | [removed: (34)%] [added: 47%] | | | | | | [removed: 31%] [added: (34)%] | | |
| Net income | | | [removed: 2,893] [added: 4,167] | | | | | | [removed: 3,522] [added: 2,893] | | | | | | [removed: 3,263] [added: 3,522] | | | | | | [removed: (18)%] [added: 44%] | | | | | | [removed: 8%] [added: (18)%] | | |
| Less: net income attributable to noncontrolling interests | | | [removed: (267)] [added: (315)] | | | | | | [removed: (274)] [added: (267)] | | | | | | [removed: (239)] [added: (274)] | | | | | | [removed: 3%] [added: (18)%] | | | | | | [removed: (15)%] [added: 3%] | | |
| Net income attributable to S&P Global Inc. | | | $ | [removed: 2,626] [added: 3,852] | | | | | $ | [removed: 3,248] [added: 2,626] | | | | | $ | [removed: 3,024] [added: 3,248] | | | | | [removed: (19)%] [added: 47%] | | | | | | [removed: 7%] [added: (19)%] | | |
| Subscription revenue | | | [removed: 6,963] [added: 7,346] | | | | | | [removed: 6,201] [added: 6,963] | | | | | | [removed: 3,255] [added: 6,201] | | | | | | [removed: 12%] [added: 5%] | | | | | | [removed: 90%] [added: 12%] | | |
*2024*
Revenue increased 14% driven by increases at all of our reportable segments, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.
The increase at Ratings was driven by growth in both transaction revenue and non-transaction revenue.
Non-transaction revenue increased due to an increase in surveillance revenue and an increase in new entity credit ratings revenue.
Revenue growth at Commodity Insights was primarily due to continued demand for market data and market insights products.
The increase at Indices was primarily due to higher asset-linked fees revenue, higher over-the-counter derivatives revenue, higher exchange-traded derivative revenue and higher data subscription revenue.
The increase at Mobility was primarily due to new business growth within the Dealer business and strong underwriting volumes within the Financial business.
Revenue at Market Intelligence was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the divestitures of Fincentric and the PrimeOne business in August of 2024 and November of 2024, respectively.
Revenue at Commodity Insights was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024.
Revenue at Mobility was favorably impacted by the acquisition of Market Scan in February of 2023.
The increase was primarily due to revenue growth, partially offset by increased incentives as a result of financial performance, higher compensation costs driven by annual merit increases and investments in strategic initiatives, and higher technology costs.
- Meeting or exceeding our 2025 enterprise financial and sustainability goals; and
- Delivering targeted capital return to shareholders.
- Generating value from technology consolidation projects; and
- Expanding value for targeted strategic accounts.
- Protecting and growing revenue by integrating generative artificial intelligence (“AI”) into product and creating new products; and
- Accelerating growth in transformational adjacencies.
- Maximizing the value of our data estate for our internal and external customers at scale to drive efficiency, leveraging cutting edge tools and technologies; and
- Driving speed and efficiency by integrating AI into internal workflows and processes.
- Maintaining our enterprise engagement through appropriate actions, messaging and ongoing activities;
- Sustaining an inclusive culture where every individual feels valued, respected and empowered; and
- Continuing to promote AI skills development for all employees.
*•*Enhancing our capital allocation framework to assess and reallocate capital to the highest value opportunities across S&P Global;
| Revenue | | | $ | 14,208 | | | | | $ | 12,497 | | | | | $ | 11,181 | | | | | 14% | | | | | | 12% | | |
*2024*
Subscription revenue increased in 2024 primarily due to growth in work flow solutions at Enterprise Solutions, data feed products within Data and Advisory Solutions, RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products at Market Intelligence, continued demand for Commodity Insights market data and market insights products and new business growth within the Dealer business and strong underwriting volumes within the Financial business at Mobility, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.
Non-subscription / transaction revenue increased primarily due to growth in corporate bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity.
Non-transaction revenue increased due to an increase in surveillance revenue and an increase in new entity credit ratings revenue.
Recurring variable revenue at Market Intelligence increased due to increased volumes.
Revenue at Market Intelligence was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the divestitures of Fincentric and the PrimeOne business in August of 2024 and November of 2024, respectively.
Revenue at Commodity Insights was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024.
Revenue at Mobility was favorably impacted by the acquisition of Market Scan in February of 2023.
| (in millions) | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | % Change | | | | | | | | |
| Market Intelligence 1 | | | $ | 2,059 | | | | | $ | 1,143 | | | | | $ | 1,946 | | | | | $ | 1,165 | | | | | 6% | | | | | | (2)% | | |
| Ratings 2 | | | 1,044 | | | | | | 582 | | | | | | 963 | | | | | | 468 | | | | | | 8% | | | | | | 24% | | |
| Commodity Insights 3 | | | 696 | | | | | | 464 | | | | | | 644 | | | | | | 461 | | | | | | 8% | | | | | | 1% | | |
| Mobility 4 | | | 469 | | | | | | 511 | | | | | | 408 | | | | | | 502 | | | | | | 15% | | | | | | 2% | | |
| Indices 5 | | | 244 | | | | | | 238 | | | | | | 221 | | | | | | 219 | | | | | | 10% | | | | | | 9% | | |
| Intersegment eliminations 6 | | | (186) | | | | | | — | | | | | | (177) | | | | | | — | | | | | | 5% | | | | | | N/M | | |
| Total segments | | | 4,326 | | | | | | 2,938 | | | | | | 4,090 | | | | | | 2,842 | | | | | | 6% | | | | | | 3% | | |
- As of May 2, 2023, we completed the sale of Engineering Solutions, a provider of engineering standards and related technical knowledge, and the results are included through that date.
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 we expect to result in approximately $750 million in after-tax proceeds.
The assets and liabilities of Engineering Solutions were classified as held for sale in our consolidated balance sheet as of December 31, 2022.
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.
*2022*
Revenue increased 35% primarily due to the impact of the merger with IHS Markit; subscription revenue growth for certain Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data & Advisory Solutions at Market Intelligence; continued demand for market data and market insights products and higher conference revenue at Commodity Insights; higher exchange-traded derivative revenue, higher average levels of assets under management for mutual funds and higher data subscription revenue at Indices.
These increases were partially offset by a decrease in revenue at Ratings due to lower corporate bond ratings revenue driven by a decrease in high-yield and investment-grade issuance volumes, lower bank loan ratings revenue and a decrease in structured finance revenue.
The increase was primarily due to revenue growth, lower incentive costs and lower occupancy costs from reduced real estate footprint, partially offset by expenses associated with the merger with IHS Markit, an increase in compensation costs driven by additional headcount and annual merit and promotion increases, the resumption of business travel from the lifting of COVID restrictions, higher outside services expenses and an increase in technology expenses.
- Meeting or exceeding our organic revenue growth and EBITA margin targets;
- Realizing our merger/integration commitments - cost and revenue synergy targets; and
- Driving growth and superior shareholder returns through effective execution, active portfolio management and prudent capital allocation.
- Continuing to invest in customer facing solutions and processes; and
- Prioritizing key strategic relationships to drive enterprise alignment and account/relationship development.
- Continuing to fund and accelerate key growth areas and transformational adjacencies;
- Exercising disciplined organic capital allocation, inorganic and partnership strategies; and
- Growing the value of S&P Global’s brand through an integrated marketing and communication strategy; driving awareness and consideration across the product offering.
- Strengthening data management capabilities for cross-enterprise value creation, ensuring data quality through governance, enhanced architecture, and policy codification.
Utilizing advanced technologies to enhance data processing efficiency, precision, and drive new insights, prioritizing optimized data management and analysis;
- Adopting efficient modern native cloud technologies and data services; implementing technologies that align with customer needs and unlock new opportunities; and
- Formulating and executing on an enterprise-wide AI strategy that accelerates innovation in our product offerings and drives the productivity of our people with common AI capabilities.
- Continuing to improve diverse representation through hiring, advancement and retention, while continuing to raise awareness through Diversity, Equity, and Inclusion education; and
- Ensuring our people are engaged with a particular focus on learning, development and career opportunities, and continue to embed our purpose and values throughout the Company.
*•*Strengthening the security and resiliency of business-critical systems through the elimination of known risk areas vulnerable to threat actor exploitation; and
N/M- Represents a change equal to or in excess of 100% or not meaningful
N/M - Represents a change equal to or in excess of 100% or not meaningful
Subscription revenue increased in 2022 primarily due to the impact of the merger with IHS Markit.
Non-subscription / transaction revenue decreased due to a decrease in corporate bond ratings revenue, bank loan ratings revenue and structured finance revenue at Ratings, partially offset by the impact of the merger with IHS Markit and an increase in conference revenue at Commodity Insights.
Non-transaction revenue decreased primarily due to the unfavorable impact of foreign exchange rates, a decrease in entity credit ratings revenue and lower Ratings Evaluation Service (“RES”) revenue, partially offset by an increase in revenue at our CRISIL subsidiary and an increase in surveillance revenue at Ratings.
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.
| (in millions) | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | % Change | | | | | | | | |
| Market Intelligence 1 | | | $ | 1,677 | | | | | $ | 983 | | | | | $ | 922 | | | | | $ | 499 | | | | | 82% | | | | | | 97% | | |
| Ratings 2 | | | 928 | | | | | | 404 | | | | | | 980 | | | | | | 448 | | | | | | (5)% | | | | | | (10)% | | |
| Commodity Insights 3 | | | 513 | | | | | | 466 | | | | | | 214 | | | | | | 242 | | | | | | N/M | | | | | | 93% | | |
| Mobility 4 | | | 296 | | | | | | 385 | | | | | | — | | | | | | — | | | | | | N/M | | | | | | N/M | | |
| Indices 5 | | | 207 | | | | | | 218 | | | | | | 173 | | | | | | 168 | | | | | | 20% | | | | | | 30% | | |
| Intersegment eliminations 7 | | | (169) | | | | | | — | | | | | | (146) | | | | | | — | | | | | | (16)% | | | | | | N/M | | |
| Total segments | | | 3,649 | | | | | | 2,532 | | | | | | 2,143 | | | | | | 1,357 | | | | | | 70% | | | | | | 87% | | |
| Corporate Unallocated expense 8 | | | 104 | | | | | | 864 | | | | | | 37 | | | | | | 372 | | | | | | N/M | | | | | | N/M | | |
An excerpt. Shown here: 40 of 333 rewritten, 40 of 169 added and 40 of 118 removed. The counts are complete. For every sentence, read Item 7. . Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2024 filing and the FY2023 filing.
Item 7A. . Quantitative and Qualitative Disclosures about Market Risk
3 rewritten, 1 added, 0 removed, 8 unchanged
As of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] we [added: 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.
As of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] we [removed: entered into foreign exchange forward contracts to hedge the effect of adverse fluctuations in foreign exchange rates and] held cross-currency swap contracts to hedge a portion of our net investment in [removed: a] foreign [removed: subsidiary] [added: subsidiaries] against volatility in foreign exchange rates.
As of December 31, [removed: 2023 and December 31, 2022,] [added: 2023,] we held positions in a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates.
As of December 31, 2024 and December 31, 2023, we have entered into foreign exchange forward contracts to hedge the effect of adverse fluctuations in foreign exchange rates.
Item 1. Business
15 rewritten, 2 added, 84 removed, 93 unchanged
The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the commodity markets include producers, [added: consumers,] traders and intermediaries within energy, [removed: petrochemicals, metals & steel] [added: chemicals, shipping, metals, carbon] and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and [removed: consumers.][added: customers.]
As of May 2, 2023, we completed the sale of [added: S&P Global] Engineering Solutions (“Engineering Solutions”), a provider of engineering standards and related technical knowledge, and the results are included through that date.
This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as [removed: Environmental, Social] [added: energy transition] and [removed: Governance (“ESG”)] [added: sustainability] and supply chain data analytics;
[removed: Key customers served by Commodity Insights] [added: The commodity markets] include producers, [added: consumers,] traders and intermediaries within energy, [removed: petrochemicals, metals & steel] [added: chemicals, shipping, metals, carbon] and agriculture.
Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers [removed: (OEMs),] [added: (Original Equipment Manufacturers or OEMs),] automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
The relative contribution of our reportable segments to operating revenue, [added: expenses,] operating profit, long-lived assets and geographic area for the three years ended December 31, [removed: 2023] [added: 2024] are included in Note 12 – *Segment and Geographic Information* to the consolidated financial statements under Item 8, *Consolidated Financial Statements and Supplementary Data*, in this Annual Report on Form 10-K.
As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 40,450] [added: 42,350] permanent employees located worldwide, including around [removed: 22,450] [added: 24,450] in Asia, [removed: 11,550] [added: 11,200] in the U.S. and Canada, [removed: 5,600] [added: 5,700] in Europe, Middle East, and Africa, and [removed: 850] [added: 1,000] in Latin America.
[removed: ][added: ]
As a result, the Board of Directors and the Compensation and Leadership Development Committee oversee and regularly engage with our CEO, Chief [removed: Purpose] [added: People] Officer, [removed: Chief Corporate Responsibility & Diversity Officer] and other members of senior leadership on a broad range of people topics, [removed: including: culture and purpose;] [added: including] talent [removed: attraction] [added: attraction, development] and [removed: development;] [added: leadership] succession planning; compensation and benefits; [removed: diversity, equity and inclusion ("DEI");] workplace [added: culture,] health, safety and well-being; and employee engagement and retention.
At the management level, our Chief [removed: Purpose] [added: People] Officer is responsible for leading the development and execution of the Company’s human capital management strategy, also referred to as our “People” strategy, working together with other senior leaders across the Company.
We [removed: provide] [added: also invest in our employees’ professional development by providing] a wide array of global training and learning programs to help employees expand their knowledge, skills and [removed: experience and guide] [added: experience, including technology training,] career [removed: advancement, including:][added: coaching and leadership development programs.]
Offering market [removed: competitive, people-centric] [added: competitive] and performance-driven compensation is key to our recruitment, talent management and retention strategies.
As a result, management regularly assesses employee feedback, competitor research, and market data to ensure our programs remain [removed: competitive, equitable, and are designed with our people’s financial and social well-being in mind.][added: competitive.]
The health, safety and well-being of our people working around the globe is a [removed: top] [added: corporate] priority, and our facilities worldwide follow [removed: rigorous,] internally and externally [removed: audited,] [added: audited] occupational health and safety policies.
We invite employee feedback through a variety of channels for open communication and engagement, including small group employee round-table discussions with our business leaders and members of our Board of [removed: Directors, our annual VIBE] [added: Directors and] employee engagement [removed: survey, as well as more frequent check-ins through employee “Pulse”] surveys.
We also focus on the well-being of our people by offering competitive health and retirement benefits globally, as well as a variety of well-being programs.
In order to attract and retain the high-quality talent needed to execute our long-term strategy, we foster a performance-driven workplace culture that promotes employee engagement, satisfaction and professional development.
Table of Contents
Engineering Solutions included our Product Design offerings that provide technical professionals with the information and insight required to more effectively design products, optimize engineering projects and outcomes, solve technical problems and address complex supply chain issues.
Our offerings utilized advanced knowledge discovery technologies, research tools, and software-based engineering decision engines to advance innovation, maximize productivity, improve quality and reduce risk.
Engineering Solutions’ revenue was generated primarily through the following sources:
- Subscription revenue *—* 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, which includes Engineering Workbench; Goldfire’s cognitive search and other advanced knowledge discovery capabilities that help pinpoint answers buried in enterprise systems and unstructured data enabling engineers and technical professionals to accelerate problem solving; and
- Non-subscription revenue *—* primarily from retail transaction and consulting services.
We invest in our success as a global Company by investing in our employees across the world through our “people first” approach to human capital management, aimed at supporting everyone who works for us to reach their full potential.
Among other things, this includes promoting an inclusive and performance-driven workplace culture with equitable opportunity for all; managing the Company’s initiatives to attract, develop, engage and retain the high-quality talent needed to ensure the Company is equipped with the right skillsets and intellectual capital to deliver on current and future business needs; and overseeing the design of the Company’s compensation, benefits and well-being programs.
In connection with these responsibilities, the Chief Purpose Officer also partners with our Corporate Responsibility & Diversity, Equity & Inclusion team on the development and execution of the Company’s diversity, equity and inclusion roadmap and works closely with the CEO on executive succession planning and development of the talent succession pipeline for the Company’s Executive Committee.
The Company’s short-term incentive plan further reflects the significant role our people play in driving our enterprise strategy to Power Global Markets by linking executive pay outcomes under our enterprise and division balanced scorecards to the achievement of strategic people priorities.
In 2023, we focused on delivering on the following strategic People priorities across the enterprise:
- Delivered a new, biennial, enterprise experience (Accelerate Progress LIVE: Lead with Purpose) to further connect with our Company’s purpose and reflect on and celebrate the many ways purpose comes to life
- Encourage career mobility and career development through career coaching and Thrive, our performance management experience
- Improve diverse representation through hiring, advancement and retention, while continuing to raise awareness through DEI education
- Attract and retain our people through recognition programs, learning opportunities, and fair compensation
To achieve our strategic people objectives, we support our employees through human capital management strategies that include diversity, equity and inclusion initiatives; learning and development programs; competitive compensation and benefits programs; hybrid work, benefits and well-being programs; and talent attraction, retention and engagement.
Examples of some of our key initiatives and programs in these focus areas are included below.
*Diversity, Equity & Inclusion*
Our ability to attract and retain a diverse and inclusive workforce is critical to our long-term strategy, driving business growth and innovation and empowering our people to achieve their full potential.
In connection with our commitment to create a diverse, equitable and inclusive workplace, we remain committed to fostering an environment where our people can bring their whole selves to work:
- Under the leadership of our Chief Purpose Officer, our enterprise DEI strategy is executed globally and addresses the local, regional and global needs of our workforce.
In partnership with the Executive Committee, regular updates are provided to align on strategy and prioritization, and to improve connectivity and create a defined and well-coordinated feedback loop between the Company’s Board of Directors, the Executive Committee, DEI team, People Resource Groups and people leaders.
- We measure progress on our diversity, equity and inclusion programs as part of our enterprise and division balanced scorecards, which are reviewed by the CEO quarterly and the Board at least biannually.
These metrics are linked to short-term incentive compensation and help increase accountability for our DEI progress.
Key performance indicators include measuring the net change in the gender and racial/ethnic diversity of the Company’s employee population.
Additionally, we track and monitor employee sentiments on DEI through the annual VIBE employee engagement survey entitled VIBE.
- We connect colleagues across our organization through our People Resource Groups (PRGs).
These global, employee-led networks offer career experiences and network-building opportunities that foster professional development and support workplace diversity.
United by intersectionality and shared purpose, our nine PRGs also provide community for our people across diverse backgrounds.
- To both attract and retain our pipeline of diverse talent, we have expanded our outreach and recruiting partnerships with associations and industry groups, select Historically Black Colleges and Universities (HBCUs) and Hispanic
Serving Institutions (HSIs).
We have enhanced our training globally to incorporate awareness of unconscious bias and inclusion, and expanded career mentoring and leadership development opportunities for diverse colleagues.
*Learning and Development Programs*
We support our employees in pursuing their professional goals with growing investments in personalized development.
- Technology Training - We offer internal technology training programs to enhance the technology skills of our workforce and accelerate our ability to solve complex problems using a multidisciplinary blend of data inference, algorithm development and technology education for all employees.
- Career Coaching - We offer a career coaching program, providing customized support through global career coaches, to empower people to take ownership of their career and help them navigate their career path and opportunities to grow within the Company.
This approach to empower our people in their careers aligns to our performance management philosophy and processes and is reinforced across our suite of learning programs.
- Leadership Development - We invest in developing leaders at all levels of our organization through targeted programs designed to foster leadership excellence in people managers, develop emerging leaders and strengthen our executive talent bench, providing a robust internal succession pipeline for our Executive Committee.
These programs use a variety of engagement types including in-person immersions, virtual cohorts, and self-guided on demand exercises.
- Learning for All – We have a centralized learning team that hosts personal and professional upskilling courses, available to all our people across the enterprise and in a variety of formats.
An excerpt. Shown here: all 15 rewritten, all 2 added and 40 of 84 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2024 filing and the FY2023 filing.
Cover and table of contents
35 rewritten, 6 added, 5 removed, 97 unchanged
For the fiscal year ended December 31, [removed: 2023][added: 2024]
[removed: ][added: ]
Yes [removed: ☐ No] ☑ [added: No ☐]
The aggregate market value of voting stock held by non-affiliates of the Registrant as of the last business day of the second fiscal quarter ended June 30, [removed: 2023,] [added: 2024,] was [removed: $127.5] [added: $139.6] billion, based on the closing price of the common stock as reported on the New York Stock Exchange of [removed: $400.89] [added: $446.00] per common share.
The number of shares of common stock of the Registrant outstanding as of January [removed: 26, 2024] [added: 31, 2025] was [removed: 314.1] [added: 307.8] million shares, excluding 7.2 million outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust.
Part III incorporates information by reference from the definitive proxy statement for the [removed: 2024] [added: 2025] annual meeting of shareholders.
| 1A. | | | [Risk [removed: Factors](#i3b037ada2d5d46e780973151804060c6_19)] [added: Factors](#i58cf49cf4a204e40b7662f5bc07c8659_19)] | | | [removed: [13](#i3b037ada2d5d46e780973151804060c6_19)] [added: [10](#i58cf49cf4a204e40b7662f5bc07c8659_19)] | | |
| 1B. | | | [Unresolved Staff [removed: Comments](#i3b037ada2d5d46e780973151804060c6_22)] [added: Comments](#i58cf49cf4a204e40b7662f5bc07c8659_22)] | | | [removed: [28](#i3b037ada2d5d46e780973151804060c6_22)] [added: [25](#i58cf49cf4a204e40b7662f5bc07c8659_22)] | | |
| 1C. | | | [removed: [Cybersecurity](#i3b037ada2d5d46e780973151804060c6_22)] [added: [Cybersecurity](#i58cf49cf4a204e40b7662f5bc07c8659_22)] | | | [removed: [28](#i3b037ada2d5d46e780973151804060c6_22)] [added: [25](#i58cf49cf4a204e40b7662f5bc07c8659_22)] | | |
| 3 | | | [Legal [removed: Proceedings](#i3b037ada2d5d46e780973151804060c6_22)] [added: Proceedings](#i58cf49cf4a204e40b7662f5bc07c8659_22)] | | | [removed: [28](#i3b037ada2d5d46e780973151804060c6_22)] [added: [25](#i58cf49cf4a204e40b7662f5bc07c8659_22)] | | |
| 4 | | | [Mine Safety [removed: Disclosures](#i3b037ada2d5d46e780973151804060c6_22)] [added: Disclosures](#i58cf49cf4a204e40b7662f5bc07c8659_22)] | | | [removed: [28](#i3b037ada2d5d46e780973151804060c6_22)] [added: [25](#i58cf49cf4a204e40b7662f5bc07c8659_22)] | | |
| | | | [Information about our Executive [removed: Officers](#i3b037ada2d5d46e780973151804060c6_25)] [added: Officers](#i58cf49cf4a204e40b7662f5bc07c8659_25)] | | | [removed: [30](#i3b037ada2d5d46e780973151804060c6_25)] [added: [27](#i58cf49cf4a204e40b7662f5bc07c8659_25)] | | |
| 5 | | | [Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3b037ada2d5d46e780973151804060c6_31)] [added: Securities](#i58cf49cf4a204e40b7662f5bc07c8659_31)] | | | [removed: [32](#i3b037ada2d5d46e780973151804060c6_31)] [added: [29](#i58cf49cf4a204e40b7662f5bc07c8659_31)] | | |
| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3b037ada2d5d46e780973151804060c6_37)] [added: Operations](#i58cf49cf4a204e40b7662f5bc07c8659_37)] | | | [removed: [35](#i3b037ada2d5d46e780973151804060c6_37)] [added: [32](#i58cf49cf4a204e40b7662f5bc07c8659_37)] | | |
| 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i3b037ada2d5d46e780973151804060c6_76)] [added: Risk](#i58cf49cf4a204e40b7662f5bc07c8659_76)] | | | [removed: [71](#i3b037ada2d5d46e780973151804060c6_76)] [added: [68](#i58cf49cf4a204e40b7662f5bc07c8659_76)] | | |
| 8. | | | [Consolidated Financial Statements and Supplementary [removed: Data](#i3b037ada2d5d46e780973151804060c6_79)] [added: Data](#i58cf49cf4a204e40b7662f5bc07c8659_79)] | | | [removed: [72](#i3b037ada2d5d46e780973151804060c6_79)] [added: [69](#i58cf49cf4a204e40b7662f5bc07c8659_79)] | | |
| 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i3b037ada2d5d46e780973151804060c6_148)] [added: Disclosure](#i58cf49cf4a204e40b7662f5bc07c8659_148)] | | | [removed: [124](#i3b037ada2d5d46e780973151804060c6_148)] [added: [119](#i58cf49cf4a204e40b7662f5bc07c8659_148)] | | |
| 9A. | | | [Controls and [removed: Procedures](#i3b037ada2d5d46e780973151804060c6_148)] [added: Procedures](#i58cf49cf4a204e40b7662f5bc07c8659_148)] | | | [removed: [124](#i3b037ada2d5d46e780973151804060c6_148)] [added: [119](#i58cf49cf4a204e40b7662f5bc07c8659_148)] | | |
| 9B. | | | [Other [removed: Information](#i3b037ada2d5d46e780973151804060c6_148)] [added: Information](#i58cf49cf4a204e40b7662f5bc07c8659_148)] | | | [removed: [124](#i3b037ada2d5d46e780973151804060c6_148)] [added: [119](#i58cf49cf4a204e40b7662f5bc07c8659_148)] | | |
| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i3b037ada2d5d46e780973151804060c6_148)] [added: Inspections](#i58cf49cf4a204e40b7662f5bc07c8659_148)] | | | [removed: [124](#i3b037ada2d5d46e780973151804060c6_148)] [added: [119](#i58cf49cf4a204e40b7662f5bc07c8659_148)] | | |
| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3b037ada2d5d46e780973151804060c6_151)] [added: Governance](#i58cf49cf4a204e40b7662f5bc07c8659_151)] | | | [removed: [126](#i3b037ada2d5d46e780973151804060c6_151)] [added: [121](#i58cf49cf4a204e40b7662f5bc07c8659_151)] | | |
| 11 | | | [Executive [removed: Compensation](#i3b037ada2d5d46e780973151804060c6_151)] [added: Compensation](#i58cf49cf4a204e40b7662f5bc07c8659_151)] | | | [removed: [126](#i3b037ada2d5d46e780973151804060c6_151)] [added: [121](#i58cf49cf4a204e40b7662f5bc07c8659_151)] | | |
| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3b037ada2d5d46e780973151804060c6_151)] [added: Matters](#i58cf49cf4a204e40b7662f5bc07c8659_151)] | | | [removed: [126](#i3b037ada2d5d46e780973151804060c6_151)] [added: [121](#i58cf49cf4a204e40b7662f5bc07c8659_151)] | | |
| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3b037ada2d5d46e780973151804060c6_151)] [added: Independence](#i58cf49cf4a204e40b7662f5bc07c8659_151)] | | | [removed: [126](#i3b037ada2d5d46e780973151804060c6_151)] [added: [121](#i58cf49cf4a204e40b7662f5bc07c8659_151)] | | |
| 14 | | | [Principal [removed: Account](#i3b037ada2d5d46e780973151804060c6_151)[a](#i3b037ada2d5d46e780973151804060c6_151)[nt](#i3b037ada2d5d46e780973151804060c6_151) [Fees] [added: Accountant Fees] and [removed: Services](#i3b037ada2d5d46e780973151804060c6_151)] [added: Services](#i58cf49cf4a204e40b7662f5bc07c8659_151)] | | | [removed: [126](#i3b037ada2d5d46e780973151804060c6_151)] [added: [121](#i58cf49cf4a204e40b7662f5bc07c8659_151)] | | |
| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i3b037ada2d5d46e780973151804060c6_157)] [added: Schedules](#i58cf49cf4a204e40b7662f5bc07c8659_157)] | | | [removed: [128](#i3b037ada2d5d46e780973151804060c6_157)] [added: [124](#i58cf49cf4a204e40b7662f5bc07c8659_157)] | | |
| | | | [Schedule II — Valuation and Qualifying [removed: Accounts](#i3b037ada2d5d46e780973151804060c6_160)] [added: Accounts](#i58cf49cf4a204e40b7662f5bc07c8659_160)] | | | [removed: [129](#i3b037ada2d5d46e780973151804060c6_160)] [added: [125](#i58cf49cf4a204e40b7662f5bc07c8659_160)] | | |
| | | | [Exhibit Index and [removed: Exhibits](#i3b037ada2d5d46e780973151804060c6_163)] [added: Exhibits](#i58cf49cf4a204e40b7662f5bc07c8659_163)] | | | [removed: [130](#i3b037ada2d5d46e780973151804060c6_163)] [added: [126](#i58cf49cf4a204e40b7662f5bc07c8659_163)] | | |
| 16 | | | [Form 10-K [removed: Summary](#i3b037ada2d5d46e780973151804060c6_166)] [added: Summary](#i58cf49cf4a204e40b7662f5bc07c8659_166)] | | | [removed: [136](#i3b037ada2d5d46e780973151804060c6_166)] [added: [133](#i58cf49cf4a204e40b7662f5bc07c8659_166)] | | |
- worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession, instability in the banking sector and inflation), and factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, public health crises (e.g., pandemics), geopolitical uncertainty (including military conflict), and conditions that may result from legislative, regulatory, trade and policy [removed: changes;][added: changes, including from the new US administration;]
- the Company’s exposure to potential criminal sanctions or civil penalties for noncompliance with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, [removed: Russia, Sudan, Syria] [added: Russia] and Venezuela, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions;
- our ability to develop new products or technologies, to integrate our products with new technologies (e.g., [removed: artificial intelligence),] [added: AI),] or to compete with new products or technologies offered by new or existing competitors;
- the effect of competitive products [added: (including those incorporating generative artificial intelligence ("AI"))] and pricing, including the level of success of new product developments and global expansion;
Accordingly, the Company cautions readers not to place undue reliance on any [removed: forward-looking statements, which speak only as of the dates on which they are made.][added: forward-]
The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as [added: required by applicable law.]
| 1 | | | [Business](#i58cf49cf4a204e40b7662f5bc07c8659_16) | | | [6](#i58cf49cf4a204e40b7662f5bc07c8659_16) | | |
| 2 | | | [Properties](#i58cf49cf4a204e40b7662f5bc07c8659_22) | | | [25](#i58cf49cf4a204e40b7662f5bc07c8659_22) | | |
| 6 | | | [\[Reserved\]](#i58cf49cf4a204e40b7662f5bc07c8659_34) | | | [31](#i58cf49cf4a204e40b7662f5bc07c8659_34) | | |
| [Signatures](#i58cf49cf4a204e40b7662f5bc07c8659_169) | | | | | | [133](#i58cf49cf4a204e40b7662f5bc07c8659_169) | | |
- our ability to successfully navigate key organizational changes, including among our executive leadership;
looking statements, which speak only as of the dates on which they are made.
| 1 | | | [Business](#i3b037ada2d5d46e780973151804060c6_16) | | | [6](#i3b037ada2d5d46e780973151804060c6_16) | | |
| 2 | | | [Properties](#i3b037ada2d5d46e780973151804060c6_22) | | | [28](#i3b037ada2d5d46e780973151804060c6_22) | | |
| 6 | | | [\[Reserved\]](#i3b037ada2d5d46e780973151804060c6_34) | | | [34](#i3b037ada2d5d46e780973151804060c6_34) | | |
| [Signatures](#i3b037ada2d5d46e780973151804060c6_169) | | | | | | [136](#i3b037ada2d5d46e780973151804060c6_169) | | |
required by applicable law.
Item 1C. Cybersecurity
4 rewritten, 2 added, 1 removed, 34 unchanged
As part of this framework, the Company has an Enterprise Risk Management (“ERM”) Committee which is chaired by the Company’s Chief Risk [removed: & Compliance] Officer.
Our risk management program also assesses [removed: third party] [added: third-party] risks, and we perform third-party risk management to identify and mitigate risks from third parties such as vendors, suppliers, and other business partners associated with our use of third-party service providers.
The Audit Committee reviews technology and cybersecurity risks, as well as [added: the Company’s risk mitigation processes and internal control procedures to protect sensitive business information.]
The current CISO has more than [removed: 26] [added: 27] years of technology industry leadership, cybersecurity expertise and engineering and operations experience.
For further information about risks we face from cybersecurity threats, see the risk factor entitled "*Our size, scale and role in the global markets increases our risk for cyber attacks and other cyber-security risks.
Our information systems and networks and those of our third-party service providers are exposed to risks related to cybersecurity and protection of confidential information, including material non-public information, which could have a material adverse effect on our business, financial condition or results of operations*" in Item 1A, *Risk Factors* in this Annual Report on Form 10-K.
the Company’s risk mitigation processes and internal control procedures to protect sensitive business information.
Item 2. Properties
1 rewritten, 0 added, 0 removed, 2 unchanged
We lease office facilities at [removed: 135] [added: 147] locations; [removed: 39] [added: 37] are in the U.S. In addition, we own real property at 6 locations, of which 2 are in the U.S. Our properties consist primarily of office space used by each of our segments.
Item 4. Mine Safety Disclosures
18 rewritten, 13 added, 9 removed, 19 unchanged
| [removed: Douglas] [added: Martina] L. [removed: Peterson] [added: Cheung] | | | | | | [removed: 65] [added: 49] | | | | | | President and Chief Executive Officer | | |
| [removed: Ewout L. Steenbergen] [added: Eric W. Aboaf] | | | | | | [removed: 54] [added: 60] | | | | | | Executive Vice President, Chief Financial Officer [added: (effective Feb. 19, 2025)] | | |
| Christopher F. Craig | | | | | | [removed: 50] [added: 51] | | | | | | Interim Chief Financial Officer [removed: (effective February 12, 2024)] | | |
| [removed: Martina L. Cheung] [added: Yann Le Pallec] | | | | | | [removed: 48] [added: 56] | | | | | | President, S&P Global Ratings | | |
| [removed: Saugata Saha] [added: Mark Eramo] | | | | | | [removed: 48] [added: 61] | | | | | | [removed: President,] [added: Co-President,] S&P Global Commodity Insights | | |
| Edouard Tavernier | | | | | | [removed: 50] [added: 51] | | | | | | President, S&P Global Mobility | | |
| Dan Draper | | | | | | [removed: 55] [added: 56] | | | | | | Chief Executive Officer, S&P Dow Jones Indices | | |
| S. Swamy Kocherlakota | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President, Chief Digital Solutions Officer | | |
| Steven J. Kemps | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President, Chief Legal Officer | | |
| [removed: Dimitra Manis] [added: Girish Ganesan] | | | | | | [removed: 58] [added: 44] | | | | | | Executive Vice President, Chief [removed: Purpose] [added: People] Officer | | |
Ms. Cheung, prior to becoming [added: President and Chief Executive Officer on November 1, 2024, was] President, S&P Global Ratings [removed: on] [added: since] February 28, 2022, was President, S&P Global Market Intelligence since January 2, 2019, [removed: and] was Head of [removed: Global] Risk [removed: Services,] [added: Services for] S&P [removed: Global’s] [added: Global Market Intelligence since September 2015, was] Chief Strategy [removed: Officer,] [added: Officer for S&P Global since March 2014,] and [removed: previously held management positions at] [added: was Vice President of Operations for] S&P Global [removed: Ratings.][added: Ratings since joining the Company in 2010.]
Mr. [removed: Craig] [added: Aboaf] will begin serving as [removed: Interim] [added: Executive Vice President,] Chief Financial Officer on February [removed: 12, 2024.][added: 19, 2025.]
Mr. Craig currently [added: also] serves as Senior Vice President, Controller and Chief Accounting [removed: Officer, and he will continue serving in this role until such time as a new Chief Financial Officer is appointed.][added: Officer.]
Prior to becoming the Company's Senior Vice President, Controller and Chief Accounting Officer on September 7, 2018, Mr. Craig served as Vice President, Assistant Controller of the [removed: Company] [added: Company,] and prior to that as Senior Director, Technical Accounting and Policy.
Mr. [removed: Kansler,] [added: Tavernier,] prior to becoming President, S&P Global [removed: Market Intelligence] [added: Mobility] on February 28, 2022, was Executive Vice [removed: President] [added: President, Head] of [added: Transportation for] IHS Markit [added: since December 2019,] and [removed: President of] [added: was Senior Vice President, Transportation for] IHS [removed: Markit’s Financial Services segment] [added: Markit] since 2016.
Mr. Kocherlakota, prior to becoming Executive Vice President, Chief Digital Solutions Officer on December 12, 2023, was Executive Vice President, Chief Information Officer since January 13, 2020, was Chief Information Officer since January 1, 2018, and was Global Head of Infrastructure & Cloud and Enterprise Services since [removed: July,] [added: July] 2017.
Ms. Moore, prior to becoming Executive Vice President, [added: Chief Client Officer on November 1, 2024, was Executive Vice President,] Global Head of Strategy, M&A and Partnerships [removed: on] [added: since] February 28, 2022, [removed: led IHS Markit’s European credit business] and [removed: global loan business.][added: prior to that was Executive Vice President, Global Head of Corporate Development & Strategic Alliances at IHS Markit since January 2018.]
[removed: Mr. Steenbergen] [added: Mr. Aboaf is joining S&P Global from State Street Corporation, where he] has served as [removed: Executive Vice President and] Chief Financial Officer [removed: at S&P Global] since [removed: November 2016.][added: 2016 and as Vice Chairman since 2022.]
| Saugata Saha | | | | | | 49 | | | | | | President, S&P Global Market Intelligence & Chief Enterprise Data Officer, S&P Global | | |
| David Ernsberger | | | | | | 50 | | | | | | Co-President, S&P Global Commodity Insights | | |
| Sally Moore | | | | | | 49 | | | | | | Executive Vice President, Chief Client Officer | | |
| Christina Twomey | | | | | | 44 | | | | | | Senior Vice President, Chief Communications Officer | | |
Mr. Craig has served as Interim Chief Financial Officer since February 12, 2024 and he will continue serving in this role until Mr. Aboaf assumes the role.
Mr. Eramo, prior to becoming co-President of S&P Global Commodity Insights on November 1, 2024, was Head of Fuels, Chemicals & Resource Solutions for S&P Global Commodity Insights since February 2022, was Senior Vice President, in downstream market services for IHS Markit since March 2021, and was Vice President downstream market services for IHS Markit since October 2019.
Mr. Ernsberger, prior to becoming co-President of S&P Global Commodity Insights on November 1, 2024, was Head of Market Reporting and Trading Solutions for S&P Global Commodity Insights since March 2022, was Global Head of Pricing & Market Insight for S&P Global Commodity Insights (then known as S&P Global Platts) since January 2020, was Global Head of Commodities Pricing for S&P Global Platts since October 2016, was Global Director, Oil for S&P Global Platts since March 2010, was Senior Editorial Director, Asia for S&P Global Platts since January 2004, was the Houston Bureau Chief for S&P Global Platts since July 2001, was Managing Editor, European Natural Gas and Electricity Markets for S&P Global Platts since
January 1999, and was Managing Editor, Europe & Africa Metals Markets for S&P Global Platts since he joined the Company in June 1996.
Mr. Ganesan, prior to becoming Executive Vice President, Chief People Officer on November 1, 2024, was Senior Vice President, People for S&P Global since he joined the Company in October 2021.
Prior to joining the Company, Mr. Ganesan was Global Head of Diversity and Inclusion and Head of US Talent at TD Bank Group since November 2018.
Mr. Le Pallec, prior to becoming President of S&P Global Ratings on November 1, 2024, was Executive Managing Director, Head of Global Ratings Services for S&P Global Ratings since April 2017, was Executive Managing Director, Global Head of Corporate Ratings for S&P Global Ratings since April 2016, was Executive Managing Director, Head of EMEA Ratings for S&P Global Ratings since December 2011, was Managing Director, Head of EMEA Corporate and Government Ratings for S&P Global Ratings since August 2010, was Managing Director, Head of EMEA Government and Insurance Ratings for S&P Global Ratings since July 2009, was Managing Director, Head of EMEA Insurance Ratings for S&P Global Ratings since April 2005, was Director, Head of Paris and Frankfurt Insurance Ratings for S&P Global Ratings since October 2003, was Director, previously Associate Director, Paris Insurance Ratings for S&P Global Ratings since he joined the Company in December 1999.
Mr. Saha, prior to becoming President of S&P Global Market Intelligence and Chief Enterprise Data Officer of S&P Global, was President of S&P Global Commodity Insights (then known as S&P Global Platts) since January of 2021, was Chief Financial Officer for S&P Global Platts and S&P Global Market Intelligence since October 2018, was Senior Vice President, Financial Planning & Analyses and Corporate Strategy for S&P Global since August 2017, was Senior Managing Director, Head of M&A Integration and Strategic Initiatives for S&P Global since August 2015, and was Managing Director, Global Strategy and Business Development for S&P Global Ratings since he joined the Company in April 2014.
Ms. Twomey, prior to becoming Senior Vice President, Chief Communications Officer on November 1, 2024, was Global Head of Communications for S&P Global since January 2024, was Vice President, Head of Communications for S&P Global Ratings and S&P Global Sustainable1 since March 2020, was Head of Enterprise Communications for S&P Global since January 2019, was Head of Technology Communications for S&P Global since April 2018, and was Head of External Communications for S&P Global Market Intelligence since September 2015 when she joined the Company through the acquisition of SNL Financial.
| Adam Kansler | | | | | | 54 | | | | | | President, S&P Global Market Intelligence | | |
| Sally Moore | | | | | | 48 | | | | | | Executive Vice President, Global Head of Strategy, M&A and Partnerships | | |
She was also Head of S&P Global Sustainable1 and continues to support Sustainable1 as the S&P Global Operating Committee executive sponsor.
Ms. Manis, prior to becoming Executive Vice President, Chief Purpose Officer, served as Executive Vice President, Chief People Officer since May 15, 2018 at S&P Global.
Mr. Peterson, prior to becoming President and Chief Executive Officer on November 1, 2013, was President of S&P Global Ratings (then known as Standard & Poor's Ratings Services) since 2011.
Mr. Saha, prior to becoming President of S&P Global Commodity Insights (then known as S&P Global Platts) in January of 2021, was Chief Financial Officer to S&P Global Platts and S&P Global Market Intelligence.
Mr. Saha has held various management positions at S&P Global and S&P Global Ratings since joining the Company in 2014.
Mr. Tavernier, prior to becoming President, S&P Global Mobility on February 28, 2022, was Executive Vice President of IHS Markit and President of its Transportation segment since 2019.
Prior to that he was senior vice president of Transportation since 2016.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
9 rewritten, 7 added, 6 removed, 43 unchanged
The approximate number of record holders of our common stock as of January [removed: 26, 2024] [added: 31, 2025] was [removed: 2,733.][added: 2,639.]
The peer group consists of the following companies: Moody’s Corporation, CME Group Inc., MSCI Inc., FactSet Research Systems Inc., Verisk Analytics, Inc. and Intercontinental Exchange, Inc. Returns assume $100 invested on December 31, [removed: 2018] [added: 2019] and total return includes reinvestment of dividends through December 31, [removed: 2023.][added: 2024.]
[removed: ][added: ]
Regular quarterly dividends per share of our common stock for [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] were as follows:
| $0.90 per quarter in 2023 | | | [removed: $] | [removed: 3.60] | | | | | [added: $] | [added: 3.60] | |
On January [removed: 23, 2024,] [added: 28, 2025,] the Board of Directors approved a quarterly common stock dividend of [removed: $0.91] [added: $0.96] per share.
During the fourth quarter of [removed: 2023,] [added: 2024,] we repurchased [removed: 2.8] [added: 2.6] million shares under the 2022 Repurchase Program and, as of December 31, [removed: 2023, 18.7] [added: 2024, 12.0] million shares remained under the 2022 Repurchase Program.
The following table provides information on our purchases of our outstanding common stock during the fourth quarter of [removed: 2023] [added: 2024] pursuant to our 2022 Repurchase Program (column c).
1 Includes [removed: 2.8] [added: 2.3] million shares received from the initiation of our ASR agreement that we entered into on [removed: November 13, 2023.][added: October 28, 2024.]
| | | | 2024 | | | | | | 2023 | | |
| $0.91 per quarter in 2024 | | | $ | 3.64 | | | | | | | |
Table of Contents
| Oct. 1 - Oct. 31, 2024 1 | | | | | | 2,609,191 | | | | | | $ | 505.24 | | | | | 2,606,734 | | | | | | 12.0 | | million |
| Nov. 1 - Nov. 30, 2024 | | | | | | 7,006 | | | | | | 489.37 | | | | | | — | | | | | | 12.0 | | million |
| Dec. 1 - Dec. 31, 2024 | | | | | | 59,424 | | | | | | 499.15 | | | | | | — | | | | | | 12.0 | | million |
| Total — Quarter | | | | | | 2,675,621 | | | | | | $ | 504.08 | | | | | 2,606,734 | | | | | | 12.0 | | million |
| | | | 2023 | | | | | | 2022 | | |
| $0.77 in the first quarter of 2022 and $0.85 in the remaining quarters of 2022 | | | | | | | | | $ | 3.32 | |
| Oct. 1 - Oct. 31, 2023 | | | | | | 896 | | | | | | $ | 366.95 | | | | | — | | | | | | 21.5 | | million |
| Nov. 1 - Nov. 30, 2023 1 | | | | | | 2,805,191 | | | | | | 362.17 | | | | | | 2,798,815 | | | | | | 18.7 | | million |
| Dec. 1 - Dec. 31, 2023 | | | | | | 52,349 | | | | | | 440.06 | | | | | | — | | | | | | 18.7 | | million |
| Total — Quarter | | | | | | 2,858,436 | | | | | | $ | 430.63 | | | | | 2,798,815 | | | | | | 18.7 | | million |
Item 8. Consolidated Financial Statements and Supplementary Data
612 rewritten, 214 added, 185 removed, 1,080 unchanged
| [Reports of Independent Registered Public Accounting [removed: Firm](#i3b037ada2d5d46e780973151804060c6_82)] [added: Firm](#i58cf49cf4a204e40b7662f5bc07c8659_82)] (PCAOB ID: 42) | | | [removed: [73](#i3b037ada2d5d46e780973151804060c6_82)] [added: [70](#i58cf49cf4a204e40b7662f5bc07c8659_82)] | | |
| [Consolidated Statements of [removed: Income](#i3b037ada2d5d46e780973151804060c6_85)] [added: Income](#i58cf49cf4a204e40b7662f5bc07c8659_85)] | | | [removed: [76](#i3b037ada2d5d46e780973151804060c6_85)] [added: [73](#i58cf49cf4a204e40b7662f5bc07c8659_85)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i3b037ada2d5d46e780973151804060c6_88)] [added: Income](#i58cf49cf4a204e40b7662f5bc07c8659_88)] | | | [removed: [77](#i3b037ada2d5d46e780973151804060c6_88)] [added: [74](#i58cf49cf4a204e40b7662f5bc07c8659_88)] | | |
| [Consolidated Balance [removed: Sheets](#i3b037ada2d5d46e780973151804060c6_91)] [added: Sheets](#i58cf49cf4a204e40b7662f5bc07c8659_91)] | | | [removed: [78](#i3b037ada2d5d46e780973151804060c6_91)] [added: [75](#i58cf49cf4a204e40b7662f5bc07c8659_91)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i3b037ada2d5d46e780973151804060c6_94)] [added: Flows](#i58cf49cf4a204e40b7662f5bc07c8659_94)] | | | [removed: [79](#i3b037ada2d5d46e780973151804060c6_94)] [added: [76](#i58cf49cf4a204e40b7662f5bc07c8659_94)] | | |
| [Consolidated Statements of [removed: Equity](#i3b037ada2d5d46e780973151804060c6_97)] [added: Equity](#i58cf49cf4a204e40b7662f5bc07c8659_97)] | | | [removed: [80](#i3b037ada2d5d46e780973151804060c6_97)] [added: [77](#i58cf49cf4a204e40b7662f5bc07c8659_97)] | | |
| [Notes to the Consolidated Financial [removed: Statements](#i3b037ada2d5d46e780973151804060c6_100)] [added: Statements](#i58cf49cf4a204e40b7662f5bc07c8659_100)] | | | [removed: [81](#i3b037ada2d5d46e780973151804060c6_100)] [added: [78](#i58cf49cf4a204e40b7662f5bc07c8659_100)] | | |
| [1 Accounting [removed: Policies](#i3b037ada2d5d46e780973151804060c6_103)] [added: Policies](#i58cf49cf4a204e40b7662f5bc07c8659_103)] | | | [removed: [81](#i3b037ada2d5d46e780973151804060c6_103)] [added: [78](#i58cf49cf4a204e40b7662f5bc07c8659_103)] | | |
| 2 [Acquisitions and [removed: Divestitures](#i3b037ada2d5d46e780973151804060c6_109)] [added: Divestitures](#i58cf49cf4a204e40b7662f5bc07c8659_109)] | | | [removed: [89](#i3b037ada2d5d46e780973151804060c6_109)] [added: [85](#i58cf49cf4a204e40b7662f5bc07c8659_109)] | | |
| 3 [Goodwill and Other Intangible [removed: Assets](#i3b037ada2d5d46e780973151804060c6_112)] [added: Assets](#i58cf49cf4a204e40b7662f5bc07c8659_112)] | | | [removed: [94](#i3b037ada2d5d46e780973151804060c6_112)] [added: [91](#i58cf49cf4a204e40b7662f5bc07c8659_112)] | | |
| 4 [Taxes on [removed: Income](#i3b037ada2d5d46e780973151804060c6_115)] [added: Income](#i58cf49cf4a204e40b7662f5bc07c8659_115)] | | | [removed: [96](#i3b037ada2d5d46e780973151804060c6_115)] [added: [92](#i58cf49cf4a204e40b7662f5bc07c8659_115)] | | |
| 5 [removed: [Debt](#i3b037ada2d5d46e780973151804060c6_118)] [added: [Debt](#i58cf49cf4a204e40b7662f5bc07c8659_118)] | | | [removed: [99](#i3b037ada2d5d46e780973151804060c6_118)] [added: [95](#i58cf49cf4a204e40b7662f5bc07c8659_118)] | | |
| [6 Derivative [removed: Instruments](#i3b037ada2d5d46e780973151804060c6_121)] [added: Instruments](#i58cf49cf4a204e40b7662f5bc07c8659_121)] | | | [removed: [101](#i3b037ada2d5d46e780973151804060c6_121)] [added: [97](#i58cf49cf4a204e40b7662f5bc07c8659_121)] | | |
| 7 [Employee [removed: Benefits](#i3b037ada2d5d46e780973151804060c6_124)] [added: Benefits](#i58cf49cf4a204e40b7662f5bc07c8659_124)] | | | [removed: [104](#i3b037ada2d5d46e780973151804060c6_124)] [added: [99](#i58cf49cf4a204e40b7662f5bc07c8659_124)] | | |
| 8 [Stock-Based [removed: Compensation](#i3b037ada2d5d46e780973151804060c6_127)] [added: Compensation](#i58cf49cf4a204e40b7662f5bc07c8659_127)] | | | [removed: [109](#i3b037ada2d5d46e780973151804060c6_127)] [added: [105](#i58cf49cf4a204e40b7662f5bc07c8659_127)] | | |
| 10 [Earnings per [removed: Share](#i3b037ada2d5d46e780973151804060c6_136)] [added: Share](#i58cf49cf4a204e40b7662f5bc07c8659_136)] | | | [removed: [114](#i3b037ada2d5d46e780973151804060c6_136)] [added: [110](#i58cf49cf4a204e40b7662f5bc07c8659_136)] | | |
| [12 Segment and Geographic [removed: Information](#i3b037ada2d5d46e780973151804060c6_142)] [added: Information](#i58cf49cf4a204e40b7662f5bc07c8659_142)] | | | [removed: [115](#i3b037ada2d5d46e780973151804060c6_142)] [added: [111](#i58cf49cf4a204e40b7662f5bc07c8659_142)] | | |
| [13 Commitments and [removed: Contingencies](#i3b037ada2d5d46e780973151804060c6_145)] [added: Contingencies](#i58cf49cf4a204e40b7662f5bc07c8659_145)] | | | [removed: [120](#i3b037ada2d5d46e780973151804060c6_145)] [added: [116](#i58cf49cf4a204e40b7662f5bc07c8659_145)] | | |
We have audited the accompanying consolidated balance sheets of S&P Global Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in [added: 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, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 8, 2024] [added: 11, 2025] expressed an unqualified opinion thereon.
| *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 [removed: $3,800] [added: $4,239] million at December 31, [removed: 2023.] [added: 2024.] 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. | | |
[removed: February 8,] 2024
We have audited S&P Global Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] 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, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in [added: the Index at] Item 15(a)(2) and our report dated February [removed: 8, 2024] [added: 11, 2025] expressed an unqualified opinion thereon.
| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Revenue | | | $ | [removed: 12,497] [added: 14,208] | | | | | $ | [removed: 11,181] [added: 12,497] | | | | | $ | [removed: 8,297] [added: 11,181] | |
| Operating-related expenses | | | [removed: 4,141] [added: 4,391] | | | | | | [removed: 3,753] [added: 4,141] | | | | | | [removed: 2,180] [added: 3,753] | | |
| Selling and general expenses | | | [removed: 3,159] [added: 3,166] | | | | | | [removed: 3,396] [added: 3,159] | | | | | | [removed: 1,729] [added: 3,396] | | |
| Depreciation | | | [removed: 101] [added: 96] | | | | | | [removed: 108] [added: 101] | | | | | | [removed: 82] [added: 108] | | |
| Amortization of intangibles | | | [removed: 1,042] [added: 1,077] | | | | | | [removed: 905] [added: 1,042] | | | | | | [removed: 96] [added: 905] | | |
| Total expenses | | | [removed: 8,443] [added: 8,730] | | | | | | [removed: 8,162] [added: 8,443] | | | | | | [removed: 4,087] [added: 8,162] | | |
| [removed: Loss (gain)] [added: (Gain) loss] on [removed: dispositions] [added: dispositions, net] | | | [removed: 70] [added: (59)] | | | | | | [removed: (1,898)] [added: 70] | | | | | | [removed: (11)] [added: (1,898)] | | |
| Equity in income on unconsolidated subsidiaries | | | [removed: (36)] [added: (43)] | | | | | | [removed: (27)] [added: (36)] | | | | | | [removed: —] [added: (27)] | | |
| Operating profit | | | [removed: 4,020] [added: 5,580] | | | | | | [removed: 4,944] [added: 4,020] | | | | | | [removed: 4,221] [added: 4,944] | | |
| Other [removed: expense (income),] [added: (income) expense,] net | | | [removed: 15] [added: (25)] | | | | | | [removed: (70)] [added: 15] | | | | | | [removed: (62)] [added: (70)] | | |
| Interest expense, net | | | [removed: 334] [added: 297] | | | | | | [removed: 304] [added: 334] | | | | | | [removed: 119] [added: 304] | | |
| Loss on extinguishment of debt | | | — | | | | | | [removed: 8] [added: —] | | | | | | [removed: —] [added: 8] | | |
| Income before taxes on income | | | [removed: 3,671] [added: 5,308] | | | | | | [removed: 4,702] [added: 3,671] | | | | | | [removed: 4,164] [added: 4,702] | | |
| [9 Equity](#i58cf49cf4a204e40b7662f5bc07c8659_133) | | | [107](#i58cf49cf4a204e40b7662f5bc07c8659_133) | | |
| [11 Restructuring](#i58cf49cf4a204e40b7662f5bc07c8659_139) | | | [111](#i58cf49cf4a204e40b7662f5bc07c8659_139) | | |
February 11, 2025
February 11, 2025
| | | | (10) | | | | | | (13) | | | | | | (44) | | |
| Net income | | | $ | 4,167 | | | | | $ | 2,893 | | | | | $ | 3,522 | |
| Depreciation | | | 96 | | | | | | 101 | | | | | | 108 | | |
| Amortization of intangibles | | | 1,077 | | | | | | 1,042 | | | | | | 905 | | |
| Comprehensive income 1 | | | | | | | | | | | | | | | 3,852 | | | | | | (120) | | | | | | | | | | | | 3,732 | | | | | | 30 | | | | | | 3,762 | | |
| Balance as of December 31, 2024 | | | $ | 415 | | | | | $ | 44,321 | | | | | $ | 20,977 | | | | | $ | (883) | | | | | $ | 31,671 | | | | | $ | 33,159 | | | | | $ | 97 | | | | | $ | 33,256 | |
Recognition of revenue of fees tied to trading volumes is subject to the recognition constraint for a usage-based
equity, and credit asset classes.
We had no restricted cash included in our consolidated balance sheet as of December 31, 2024.
In November of 2024, the Financial Accounting Standards Board (“FASB”) issued accounting guidance which requires that an entity disclose, in the notes to financial statements, additional information about specific expense categories.
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.
As a result of the adoption of this guidance, we enhanced our disclosures about significant expenses regularly provided to the chief operating decision maker and included in the segment’s measure of profit or loss to assess segment performance and allocate resources.
See Note 12 – Segment and Geographic Information for additional information.
- 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.
- 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 Commodity Insight’s segment and complements Commodity Insights global conference business and provides customers with full coverage of the hydrogen and derivative value chain alongside Energy Transition and Sustainability solutions, including hydrogen price assessments, emission factors and market research.
The acquisition of World Hydrogen Leaders is not material to our consolidated financial statements.
- 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.
- 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.
| (in millions) | | | Market Intelligence | | | | | | Ratings | | | | | | Commodity Insights | | | | | | Mobility | | | | | | Indices | | | | | | | | | | | | Corporate | | | | | | Total | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Acquisitions | | | 229 | | | | | | — | | | | | | 16 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 245 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance as of December 31, 2024 | | | $ | 18,306 | | | | | $ | 259 | | | | | $ | 5,550 | | | | | $ | 8,858 | | | | | $ | 1,369 | | | | | | | | | | | $ | 575 | | | | | $ | 34,917 | |
| Acquisitions | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 268 | | | | | | 268 | | |
| [9 Equity](#i3b037ada2d5d46e780973151804060c6_133) | | | [111](#i3b037ada2d5d46e780973151804060c6_133) | | |
| [11 Restructuring](#i3b037ada2d5d46e780973151804060c6_139) | | | [114](#i3b037ada2d5d46e780973151804060c6_139) | | |
Table of Contents
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | (13) | | | | | | (44) | | | | | | 23 | | |
| Assets of businesses held for sale | | | — | | | | | | 1,298 | | |
| Liabilities of businesses held for sale | | | — | | | | | | 234 | | |
| Exercise of stock options | | | 13 | | | | | | 7 | | | | | | 13 | | |
| Balance as of December 31, 2020 | | | $ | 294 | | | | | $ | 946 | | | | | $ | 13,367 | | | | | $ | (637) | | | | | $ | 13,461 | | | | | $ | 509 | | | | | $ | 62 | | | | | $ | 571 | |
| Comprehensive income 1 | | | | | | | | | | | | | | | 3,024 | | | | | | (204) | | | | | | | | | | | | 2,820 | | | | | | 24 | | | | | | 2,844 | | |
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”).
The assets and liabilities of Engineering Solutions were classified as held for sale in our consolidated balance sheet as of December 31, 2022.
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.
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.
determined to be approximately 5 years.
The fair value of our
estimate the fair value of the indefinite-lived intangible asset.
In March of 2023, the FASB issued accounting guidance that requires all entities to amortize leasehold improvements associated with common control leases over the useful life to the common control group.
The guidance was effective on January 1, 2024 and the adoption of this guidance did not have a significant impact on our consolidated financial statements.
In March of 2020, the FASB issued accounting guidance to provide temporary optional expedients and exceptions to the current contract modifications and hedge accounting guidance in light of the expected market transition from London Interbank Offered Rate (“LIBOR”) to alternative rates.
The new guidance provides optional expedients and exceptions to transactions affected by reference rate reform if certain criteria are met.
The transactions primarily include (1) contract modifications, (2) hedging
relationships, and (3) sale or transfer of debt securities classified as held-to-maturity.
In December of 2022, the FASB amended its guidance to defer the sunset date from December 31, 2022 to December 31, 2024.
The Company may elect to adopt the amendments prospectively to transactions existing as of or entered into from the date of adoption through December 31, 2024.
We do not expect this guidance to have a significant impact on our consolidated financial statements.
2021
- In December of 2021, as part of our Sustainable1 investments, we completed the acquisition of The Climate Service, Inc. (“TCS”), which has developed a climate risk analytics platform assisting corporates, investors and governments with assessing physical climate risks.
Sustainable1 is S&P Global's single source of essential sustainability intelligence, bringing together S&P Global's resources and full product suite of data, benchmarking, analytics, evaluations and indices that provide customers with a 360-degree view to help achieve their sustainability goals.
The acquisition added capabilities to S&P Global's leading portfolio of essential environmental, social, and governance (“ESG”) insights and solutions for its customers.
Through this acquisition, S&P Global is able to offer its clients even more transparent, robust and comprehensive climate data, models and analytics.
We accounted for the acquisition using the purchase method of accounting.
The components of assets and liabilities held for sale in the consolidated balance sheet consist of the following:
| Accounts Receivable, net | | | $ | — | | $ | 88 | |
| Goodwill | | | — | | | 437 | | |
| Other intangible assets, net | | | — | | | 697 | | |
An excerpt. Shown here: 40 of 612 rewritten, 40 of 214 added and 40 of 185 removed. The counts are complete. For every sentence, read Item 8. Consolidated Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 filing.
Item 9A. Controls and Procedures
6 rewritten, 0 added, 0 removed, 13 unchanged
We maintain disclosure controls and procedures that are designed so that information required to be disclosed in our reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and [added: Interim] Chief Financial Officer [removed: (“CFO”),] [added: (“Interim CFO”),] as appropriate, to allow timely decisions regarding required disclosure.
As of December 31, [removed: 2023,] [added: 2024,] an evaluation was performed under the supervision and with the participation of management, including the CEO and [added: Interim] CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the U.S. Securities Exchange Act of 1934).
Based on that evaluation, management, including the CEO and [added: Interim] CFO, concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]
3.Based on management’s evaluation under this framework, management has concluded that our internal controls over financial reporting were effective as of December 31, [removed: 2023.][added: 2024.]
4.Our independent registered public accounting firm, Ernst & Young LLP, has audited our consolidated financial statements for the year ended December 31, [removed: 2023,] [added: 2024,] and has issued their reports on the financial statements and the effectiveness of our internal control over financial reporting.
These reports are located on pages [removed: 71, 72, 73] [added: 70, 71] and [removed: 74] [added: 72] of this Annual Report on Form 10-K.
Item 9B. Other Information
3 rewritten, 0 added, 0 removed, 10 unchanged
During [removed: 2023,] [added: 2024,] the Company engaged in limited transactions or dealings related to the purchase or sale of information and informational materials, which are generally exempt from U.S. economic sanctions, with persons that are owned or controlled, or appear to be owned or controlled, by the Government of Iran or are otherwise subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.
During [removed: 2023,] [added: 2024,] the Company recorded no revenue or net profit attributable to the Commodities Insights transactions or dealings described above, which reflects the uncertainty of collection.
No Rule 10b5-1 trading arrangements or "non-Rule 10b5-1 trading arrangements" (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) during the fourth quarter of [removed: 2023.][added: 2024.]
Item 10. Directors, Executive Officers and Corporate Governance
6 rewritten, 3 added, 0 removed, 19 unchanged
Information about our directors is contained under the caption “Board of Directors and Corporate Governance-Director Biographies” in our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023] [added: 2024] (the [removed: “2024] [added: “2025] Proxy Statement”) and is incorporated herein by reference.
We have adopted a Code of Ethics that applies to our CEO, [added: Interim] CFO, chief accounting officer and senior financial officers.
Information about the procedures by which security holders may recommend nominees to our Board of Directors can be found in our [removed: 2024] [added: 2025] Proxy Statement under the caption “Board of Directors and Corporate Governance-Committees of the Board of Directors-Nominating and Corporate Governance Committee” and is incorporated herein by reference.
Information concerning the composition of the Audit Committee and our Audit Committee financial experts is contained in our [removed: 2024] [added: 2025] Proxy Statement under the caption “Board of Directors and Corporate Governance-Committees of the Board of Directors-Audit Committee” and is incorporated herein by reference.
Promptly following the [removed: 2024] [added: 2025] annual meeting of shareholders, we intend to file with the NYSE the CEO certification regarding our compliance with the NYSE’s corporate governance listing standards as required by NYSE Rule 303A.12.
Last year, we filed this CEO certification with the NYSE on May [removed: 23, 2023.][added: 20, 2024.]
Information about our insider trading policies governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees will be contained in our 2025 Proxy Statement under the caption "Compensation Discussion and Analysis" and is incorporated herein by reference.
Information concerning compliance with Section 16(a) of the Exchange Act will be contained in our 2025 Proxy Statement under the caption "Ownership of Company Stock-Delinquent Section 16(a) Reports" and is incorporated herein by reference.
Table of Contents
Item 11. Executive Compensation
1 rewritten, 0 added, 2 removed, 0 unchanged
Information about director and executive officer compensation [added: that is] required by this Item 11, Compensation Committee interlocks and the Compensation Committee Report [removed: is] [added: will be] contained in our [removed: 2024] [added: 2025] Proxy Statement under the captions [removed: “2023 Director][added: “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Director Compensation,” and “Board of Directors and Corporate Governance-Compensation Committee Interlocks and Insider Participation” and is incorporated herein by reference.]
Table of Contents
Compensation,” “Board of Directors and Corporate Governance-Compensation Committee Interlocks and Insider Participation,” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
4 rewritten, 2 added, 2 removed, 16 unchanged
The following table details information about our equity compensation plans as of December 31, [removed: 2023:][added: 2024:]
3Included in this number are [removed: 483,834] [added: 477,178] shares reserved for issuance under the Director Deferred Stock Ownership Plan.
The remaining [removed: 18,332,189] [added: 18,025,033] shares are reserved for issuance under the 2019 Stock Incentive Plan (the “2019 Plan”) for performance stock, restricted stock, other stock-based awards, stock options and stock appreciation rights.
Information on the number of shares our common stock beneficially owned by each director and named executive officer, by all directors and executive officers as a group and on each beneficial owner of more than 5% of our common stock is contained under the caption “Ownership of Company Stock” in our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.
| Equity compensation plans approved by security holders | | | 1,303,648 | | | 1 | | | $ | 74.46 | | 2 | | | 18,502,211 | | | 3,4 | | |
| Total | | | 1,303,648 | | | | | | $ | 74.46 | | | | | 18,502,211 | | | | | |
| Equity compensation plans approved by security holders | | | 1,421,496 | | | 1 | | | $ | 77.25 | | 2 | | | 18,816,023 | | | 3,4 | | |
| Total | | | 1,421,496 | | | | | | $ | 77.25 | | | | | 18,816,023 | | | | | |
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 1 added, 0 removed, 0 unchanged
Information with respect to certain relationships and related transactions and director independence is contained under the captions “Board of Directors and Corporate Governance-Transactions with Related Persons” in our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.
Table of Contents
Item 14. Principal Accountant Fees and Services
2 rewritten, 0 added, 0 removed, 2 unchanged
During the year ended December 31, [removed: 2023,] [added: 2024,] Ernst & Young LLP audited the consolidated financial statements of the Registrant and its subsidiaries.
Information on our Audit Committee’s pre-approval policy for audit services and information on our principal accountant fees and services is contained in our [removed: 2024] [added: 2025] Proxy Statement under the caption “Independent Registered Public Accounting Firm’s Fees and Services” and is incorporated herein by reference.
Item 15. Exhibits, Financial Statement Schedules
98 rewritten, 26 added, 9 removed, 161 unchanged
- Consolidated Statements of Income for the three years ended December 31, [removed: 2023][added: 2024]
- Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 2023][added: 2024]
- Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]
- Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 2023][added: 2024]
- Consolidated Statements of Equity for the three years ended December 31, [removed: 2023][added: 2024]
| Year ended December 31, [removed: 2021] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | | $ | [removed: 30] [added: 54] | | | | | $ | [removed: 14] [added: 42] | | | | | $ | [removed: (18)] [added: (52)] | | | | | $ | [removed: 26] [added: 44] | |
| (2.1) | | | [Agreement and Plan of Merger, dated as of November 29, 2020, by and among S&P Global Inc., IHS Markit Ltd. and Sapphire Subsidiary, [removed: Ltd.](http://www.sec.gov/Archives/edgar/data/64040/000119312520305794/d15153dex21.htm),] [added: Ltd.](https://www.sec.gov/Archives/edgar/data/64040/000119312520305794/d15153dex21.htm),] incorporated by reference from Registrant’s Form 8-K filed November 30, 2020. | | |
| (2.2) | | | [Amendment No. 1 to Agreement and Plan of Merger by and among S&P Global Inc., Sapphire Subsidiary, Ltd., and IHS Markit Ltd. dated as of January 20, [removed: 2021](http://www.sec.gov/Archives/edgar/data/64040/000119312521012559/d77334ds4a.htm#rom77334_95),] [added: 2021](https://www.sec.gov/Archives/edgar/data/64040/000119312521012559/d77334ds4a.htm#rom77334_95),] incorporated by reference from the Registrant's Form S-4/A filed January 20, 2021. | | |
| [removed: (2.4)*] [added: (2.4)†] | | | [Securities and Asset Purchase Agreement dated as of January 14, 2023 between IHS Markit Ltd. and Allium Buyer LLC](https://www.sec.gov/Archives/edgar/data/64040/000006404023000113/q12023xexhbit2xalliumxsecu.htm), incorporated by reference from the Registrant's Form 10-Q filed on April 27, 2023. | | |
| [removed: (2.5)*] [added: (2.5)†] | | | [Acknowledgment and Amendment No. 2 to Securities and Asset Purchase Agreement dated as of May 2, 2023 between IHS Markit Ltd. and Allium Buyer LLC](https://www.sec.gov/Archives/edgar/data/64040/000006404023000159/q22023ex2xalliumxamendment.htm), incorporated by reference from the Registrant's Form 10-Q filed on July 27, 2023. | | |
| (3.1) | | | [Amended and Restated Certificate of Incorporation of Registrant, as amended and restated on May 13, [removed: 2020](http://www.sec.gov/Archives/edgar/data/64040/000006404020000126/spgi202005188-kex31.htm),] [added: 2020](https://www.sec.gov/Archives/edgar/data/64040/000006404020000126/spgi202005188-kex31.htm),] incorporated by reference from Registrant’s Form 8-K filed May 18, 2020. | | |
| (4.1) | | | [Indenture dated as of November 2, 2007 between the Registrant, as issuer, and The Bank of New York, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/64040/000119312507233567/dex41.htm),] [added: trustee](https://www.sec.gov/Archives/edgar/data/64040/000119312507233567/dex41.htm),] incorporated by reference from Registrant’s Form 8-K filed November 2, 2007. | | |
| (4.2) | | | [First Supplemental Indenture, dated January 1, 2009, between the Company and The Bank of New York Mellon, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/64040/000094787109000002/ss54387_ex0401.htm),] [added: trustee](https://www.sec.gov/Archives/edgar/data/64040/000094787109000002/ss54387_ex0401.htm),] incorporated by reference from Registrant’s Form 8-K filed January 2, 2009. | | |
| [removed: (4.3)] [added: (4.4)] | | | [Indenture dated as of May 26, 2015, among the Company, Standard & Poor's Financial Services LLC and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/64040/000095010315004120/dp56118_ex0401.htm),] [added: trustee](https://www.sec.gov/Archives/edgar/data/64040/000095010315004120/dp56118_ex0401.htm),] incorporated by reference from the Registrant’s Form 8-K filed on May 26, 2015. | | |
| [removed: (4.4)] [added: (4.7)] | | | [removed: [First] [added: [Fourth] Supplemental Indenture dated as of May [removed: 26, 2015,] [added: 17, 2018,] among [removed: the Company,] [added: S&P Global Inc.,] Standard & [removed: Poor's] [added: Poor’s] Financial Services LLC and U.S. Bank National Association, as [removed: trustee,](http://www.sec.gov/Archives/edgar/data/64040/000095010315004120/dp56118_ex0402.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/64040/000095010318006246/dp91030_ex0402.htm),] incorporated by reference from the [removed: Registrant’s] [added: Registrant's] Form 8-K filed on May [removed: 26, 2015.] [added: 17, 2018.] | | |
| [removed: (4.5)] [added: (4.12)] | | | [removed: [Second] [added: [Sixth] Supplemental Indenture dated as of August [removed: 18, 2015,] [added: 13, 2020,] among the Company, Standard & Poor’s Financial Services [removed: LLC] [added: LLC,] and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/64040/000095010315006563/dp58832_ex0402.htm),] [added: trustee](https://www.sec.gov/Archives/edgar/data/64040/000119312520219129/d18985dex42.htm),] incorporated by reference from the [removed: Registrant’s] [added: Registrant's] Form 8-K filed on August [removed: 18, 2015.] [added: 13, 2020.] | | |
| [removed: (4.6)] [added: (4.5)] | | | [Third Supplemental Indenture dated as of September 22, 2016, among S&P Global Inc., Standard & Poor’s Financial Services LLC and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/64040/000119312516717079/d265605dex42.htm),] [added: trustee](https://www.sec.gov/Archives/edgar/data/64040/000119312516717079/d265605dex42.htm),] incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016. | | |
| [removed: (4.7)] [added: (4.9)] | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture dated as of [removed: May 17, 2018,] [added: November 26, 2019,] among [removed: S&P Global Inc.,] [added: the Company,] Standard & Poor’s Financial Services [removed: LLC] [added: LLC,] and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/64040/000095010318006246/dp91030_ex0402.htm),] [added: trustee](https://www.sec.gov/Archives/edgar/data/64040/000119312519301180/d834853dex42.htm),] incorporated by reference from the Registrant's Form 8-K filed on [removed: May 17, 2018.] [added: November 26, 2019.] | | |
| [removed: (4.8)] [added: (4.15)] | | | [removed: [Fifth] [added: [Seventh] Supplemental Indenture dated as of [removed: November 26, 2019,] [added: March 2, 2022,] among the Company, Standard & Poor’s Financial Services LLC, and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/64040/000119312519301180/d834853dex42.htm),] [added: trustee](https://www.sec.gov/Archives/edgar/data/64040/000119312522063041/d311251dex42.htm),] incorporated by reference from the Registrant's Form 8-K filed on [removed: November 26, 2019.] [added: March 2, 2022.] | | |
| [removed: (4.9)] [added: (4.18)] | | | [removed: [Sixth] [added: [Eighth] Supplemental Indenture dated as of [removed: August 13, 2020,] [added: March 18, 2022,] among the Company, Standard & Poor’s Financial Services LLC, and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/64040/000119312520219129/d18985dex42.htm),] [added: trustee](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm),] incorporated by reference from the Registrant's Form 8-K filed on [removed: August 13, 2020.] [added: March 18, 2022.] | | |
| [removed: (4.10)] [added: (4.24)] | | | [removed: [Seventh] [added: [Ninth] Supplemental Indenture dated as of [removed: March 2, 2022,] [added: September 12, 2023,] among the Company, Standard & Poor’s Financial Services LLC, and U.S. Bank [added: Trust Company,] National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/64040/000119312522063041/d311251dex42.htm),] [added: trustee](https://www.sec.gov/Archives/edgar/data/64040/000119312523233470/d553716dex42.htm),] incorporated by reference from the Registrant's Form 8-K filed on [removed: March 2, 2022.] [added: September 12, 2023.] | | |
| [removed: (4.11)] [added: (4.32)] | | | [removed: [Eighth Supplemental Indenture] [added: [Registration Rights Agreement] dated as of March 18, 2022, among the Company, Standard & Poor’s Financial Services LLC, and [removed: U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm),] [added: the initial purchasers therein](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex48.htm),] incorporated by reference from the Registrant's Form 8-K filed on March 18, 2022. | | |
| [removed: (4.12)] [added: (4.33)] | | | [removed: [Ninth Supplemental Indenture] [added: [Registration Rights Agreement] dated as of September 12, 2023, among the Company, Standard & [removed: Poor’s] [added: Poor's] Financial Services LLC, and [removed: U.S. Bank Trust Company, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/64040/000119312523233470/d553716dex42.htm),] [added: the initial purchasers therein](https://www.sec.gov/Archives/edgar/data/64040/000119312523233470/d553716dex44.htm),] incorporated by reference from the Registrant's Form 8-K filed on September 12, 2023. | | |
| [removed: (4.13)] [added: (4.3)] | | | [Form of 6.550% Senior Note due [removed: 2037](http://www.sec.gov/Archives/edgar/data/64040/000006404020000055/spgi-ex49x20191231xq4.htm),] [added: 2037](https://www.sec.gov/Archives/edgar/data/64040/000006404020000055/spgi-ex49x20191231xq4.htm),] incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2019. | | |
| [removed: (4.14)] [added: (10.46)*] | | | [removed: [Form of 4.000% Senior Note due 2025](http://www.sec.gov/Archives/edgar/data/64040/000006404016000042/mhfi-ex48x20151231xq4.htm),] [added: [Registrant’s Director Deferred Stock Ownership Plan](https://www.sec.gov/Archives/edgar/data/64040/000095012311017079/y88684exv10w32.htm),] incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, [removed: 2015.] [added: 2010.] | | |
| [removed: (4.15)] [added: (4.6)] | | | [Form of 2.950% Senior Note due [removed: 2027](http://www.sec.gov/Archives/edgar/data/64040/000119312516717079/d265605dex42.htm),] [added: 2027 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312516717079/d265605dex42.htm),] incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016. | | |
| [removed: (4.16)] [added: (4.8)] | | | [Form of 4.500% Senior Note due 2048 (included in Ex. 4.2 of the referenced Form [removed: 8-K)](http://www.sec.gov/Archives/edgar/data/64040/000095010318006246/dp91030_ex0402.htm),] [added: 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000095010318006246/dp91030_ex0402.htm),] incorporated by reference from the Registrant's Form 8-K filed May 17, 2018. | | |
| [removed: (4.17)] [added: (4.10)] | | | [Form of 2.500% Senior Note due 2029 (included in Ex. 4.2 of the referenced Form [removed: 8-K)](http://www.sec.gov/Archives/edgar/data/64040/000119312519301180/d834853dex42.htm),] [added: 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312519301180/d834853dex42.htm),] incorporated by reference from the Registrant's Form 8-K filed November 26, 2019. | | |
| [removed: (4.18)] [added: (4.11)] | | | [Form of 3.250% Senior Note due 2049 (included in Ex. 4.2 of the referenced Form [removed: 8-K)](http://www.sec.gov/Archives/edgar/data/64040/000119312519301180/d834853dex42.htm),] [added: 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312519301180/d834853dex42.htm),] incorporated by reference from the Registrant's Form 8-K filed November 26, 2019. | | |
| [removed: (4.19)] [added: (4.16)] | | | [Form of 4.750% Senior Note due 2028 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522063041/d311251dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 2, 2022. | | |
| [removed: (4.20)] [added: (4.17)] | | | [Form of 4.250% Senior Note due 2029 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522063041/d311251dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 2, 2022. | | |
| [removed: (4.21)] [added: (4.25)] | | | [Form of 5.250% Senior Note due 2033 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312523233470/d553716dex42.htm), incorporated by reference from the Registrant's Form 8-K filed September 12, 2023. | | |
| [removed: (4.22)] [added: (4.31)] | | | [Registration Rights Agreement dated as of March 2, 2022, among the Company, Standard & Poor’s Financial Services LLC, and the initial purchasers therein](https://www.sec.gov/Archives/edgar/data/64040/000119312522063041/d311251dex410.htm), incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022. | | |
| [removed: (4.25)] [added: (4.19)] | | | [Form of 2.450% Senior Note due 2027 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. | | |
| [removed: (4.26)] [added: (4.20)] | | | [Form of 2.700% Sustainability-Linked Senior Note due 2029 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. | | |
| [removed: (4.27)] [added: (4.21)] | | | [Form of 2.900% Senior Note due 2032 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. | | |
| [removed: (4.28)] [added: (4.22)] | | | [Form of 3.700% Senior Note due 2052 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. | | |
| [removed: (4.29)] [added: (4.23)] | | | [Form of 3.900% Senior Note due 2062 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex42.htm), incorporated by reference from the Registrant's Form 8-K filed March 18, 2022. | | |
| [removed: (4.30)] [added: (4.34)] | | | [Description of the Registrant's Securities Registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](http://www.sec.gov/Archives/edgar/data/64040/000006404020000055/spgi-ex416x20191231xq4.htm),] [added: 1934](https://www.sec.gov/Archives/edgar/data/64040/000006404020000055/spgi-ex416x20191231xq4.htm),] incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019. | | |
| (4.13) | | | [Form of 1.250% Senior Note due 2030 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312520219129/d18985dex42.htm), incorporated by reference from the Registrant’s Form 8-K filed on August 13, 2020. | | |
| (4.14) | | | [Form of 2.300% Senior Note due 2060 (included in Ex. 4.2 of the referenced Form 8-K)](https://www.sec.gov/Archives/edgar/data/64040/000119312520219129/d18985dex42.htm), incorporated by reference from the Registrant’s Form 8-K filed on August 13, 2020. | | |
| (4.26) | | | [Senior Notes Indenture, dated as of February 9, 2017, among IHS Markit Ltd., the Guarantors (as defined therein) and Wells Fargo, National Association, as trustee (including the form of 4.75% Senior Notes due 2025)](https://www.sec.gov/Archives/edgar/data/1598014/000095010317001258/dp72828_ex0401.htm), incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on February 9, 2017. | | |
| (4.27) | | | [Supplemental Indenture No. 1, dated as of July 13, 2017, among IHS Markit Ltd., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (including the form of 4.75% Senior Notes due 2025)](https://www.sec.gov/Archives/edgar/data/1598014/000119312517227607/d247695dex41.htm), incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2017. | | |
| (4.28) | | | [Supplemental Indenture No. 2, dated as of December 1, 2021, to the Senior Notes Indenture, dated as of February 9, 2017, among IHS Markit Ltd., the guarantors party thereto and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee](https://www.sec.gov/Archives/edgar/data/1598014/000095010321018979/dp162864_ex0402.htm), incorporated by reference to Exhibit 4.2 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on December 1, 2021. | | |
| (4.29) | | | [Senior Notes Indenture, dated as of December 1, 2017, among IHS Markit Ltd., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (including the form of 4.00% Senior Notes due 2026)](https://www.sec.gov/Archives/edgar/data/1598014/000095010317011932/dp83618_ex0401.htm), incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on December 1, 207. | | |
| (4.30) | | | [First Supplemental Indenture, dated as of December 1, 2021, to the Senior Notes Indenture, dated as of December 1, 2017, among IHS Markit Ltd., the guarantors party thereto and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee](https://www.sec.gov/Archives/edgar/data/1598014/000095010321018979/dp162864_ex0403.htm), incorporated by reference to Exhibit 4.3 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on December 1, 2021. | | |
| (10.6)* | | | [Form of 2024 Performance Share Unit Award Terms and Conditions (Termination Acceleration)](https://www.sec.gov/Archives/edgar/data/64040/000006404024000125/exhibit102toq12024xformof2.htm), incorporated by reference from the Registrant's Form 10-Q filed on April 25, 2024. | | |
| (10.23)* | | | [Registrant's Management Severance Plan, as amended and restated effective as of February 29, 2024](https://www.sec.gov/Archives/edgar/data/64040/000006404024000125/ex106toq12024xspgimanageme.htm), incorporated by reference from the Registrant's Form 10-Q filed April 25, 2024. | | |
| (10.49)* | | | [Registrant’s Director Deferred Stock Ownership Plan, as Amended and Restated effective May 1, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000064040/000110465924035901/tm242732d2_def14a.htm), incorporated by reference from Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A filed on March 19, 2024. | | |
| (10.51)* | | | [Special Advisor Agreement, by and between Douglas L. Peterson and S&P Global Inc., dated as of July 29, 2024](https://www.sec.gov/Archives/edgar/data/64040/000006404024000150/exhibit101-spgixspecialadv.htm), incorporated by reference from the Registrant's Form 10-Q filed on July 30, 2024. | | |
| (10.53)* | | | [Offer letter, dated September 18, 2024, between the Registrant and Eric Aboaf](https://www.sec.gov/Archives/edgar/data/64040/000006404025000052/exhibit1053tofy2024formxab.htm). | | |
| (10.54)* | | | [Executive Separation and Release Agreement, dated October 16, 2024, between the Registrant and Adam Kansler](https://www.sec.gov/Archives/edgar/data/64040/000006404025000052/ex1054tofy2024formxkansler.htm). | | |
| (19.1) | | | [Registrant's Securities Disclosure and Trading Policy, effective as of October 4, 2017, as updated as of February 10, 2025](https://www.sec.gov/Archives/edgar/data/64040/000006404025000052/ex191tofy2024formxsecuriti.htm). | | |
| (19.2) | | | [Registrant's Windows Group Addendum to the Securities Disclosure and Trading Policy, as updated as of February 10, 2025](https://www.sec.gov/Archives/edgar/data/64040/000006404025000052/ex192tofy2024xwindowsgroup.htm). | | |
| (19.3) | | | [Registrant's Securities Trading Policy for Directors, as updated as of February 10, 2025](https://www.sec.gov/Archives/edgar/data/64040/000006404025000052/ex193tofy2024formxdirector.htm). | | |
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Table of Contents
| (4.23) | | | [Registration Rights Agreement dated as of March 18, 2022, among the Company, Standard & Poor’s Financial Services LLC, and the initial purchasers therein](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex48.htm), incorporated by reference from the Registrant's Form 8-K filed on March 18, 2022. | | |
| (4.24) | | | [Registration Rights Agreement dated as of September 12, 2023, among the Company, Standard & Poor's Financial Services LLC, and the initial purchasers therein](https://www.sec.gov/Archives/edgar/data/64040/000119312523233470/d553716dex44.htm), incorporated by reference from the Registrant's Form 8-K filed on September 12, 2023. | | |
| (10.43) | | | Registrant's Director Retirement Plan, incorporated by reference from the Registrant’s Form SE filed March 29, 1990 in connection with Registrant’s Form 10-K for the fiscal year ended December 31, 1989 (paper filing). | | |
| (10.44) | | | Resolutions Freezing Existing Benefits and Terminating Additional Benefits under Registrant’s Directors Retirement Plan, as adopted on January 31, 1996, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 1996 (paper filing). | | |
| (10.53) | | | [Amendment No. 1 and Increasing Lender Supplement, dated as of February 25, 2022, among the Company, Standard & Poor's Financial Services LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/64040/000119312522057865/d124158dex101.htm), incorporated by reference from the Registrant's Form 8-K filed on February 28, 2022. | | |
| (10.54) | | | [Master Confirmation between the Company and Citibank, N.A. dated as of March 1, 2022](https://www.sec.gov/Archives/edgar/data/64040/000006404022000061/asr8-kexhibit101.htm), incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022. | | |
| (10.55) | | | [Master Confirmation between the Company and Goldman Sachs & Co. LLC dated as of March 1, 2022](https://www.sec.gov/Archives/edgar/data/64040/000006404022000061/asr8-kexhibit102.htm), incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022. | | |
| (10.56) | | | [Master Confirmation between the Company and Mizuho Markets Americas LLC dated as of March 1, 2022](https://www.sec.gov/Archives/edgar/data/64040/000006404022000061/asr8-kexhibit103.htm), incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022. | | |
| (97) | | | [Registrant's Financial Statement Compensation Recoupment Policy, dated as of June 27, 2023](https://www.sec.gov/Archives/edgar/data/64040/000006404024000071/exhibit97-doddxfrankclawba.htm). | | |
An excerpt. Shown here: 40 of 98 rewritten, all 26 added and all 9 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2024 filing and the FY2023 filing.
Item 16. Form 10-K Summary
4 rewritten, 6 added, 10 removed, 68 unchanged
Each individual whose signature appears below constitutes and appoints [removed: Douglas] [added: Martina] L.
[removed: Steenbergen,] [added: Craig,] and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Form 10-K filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on February [removed: 8, 2024] [added: 11, 2025] on behalf of the Registrant by the following persons who signed in the capacities as set forth below under their respective names.
| [removed: Executive] [added: Interim Chief Financial Officer and Senior] Vice [removed: President] [added: President, Controller] and Chief [removed: Financial] [added: Accounting] Officer | | |
| */s/ Martina L. Cheung* | | |
| Martina L. Cheung | | |
February 11, 2025
Cheung and Christopher F.
| */s/ Martina L. Cheung* | | |
| Martina L. Cheung | | |
| | | |
| */s/ Douglas L. Peterson* | | |
| Douglas L. Peterson | | |
February 8, 2024
Peterson and Ewout L.
| */s/ Ewout L. Steenbergen* | | |
| Ewout L. Steenbergen | | |
| Senior Vice President, Controller and Chief Accounting Officer | | |
| */s/* Deborah D. McWhinney | | |
| Deborah D. McWhinney | | |