2 unchanged sentences
Consolidated Statements of Income
−Removed: (in millions, except per share amounts) Three Months Ended Nine Months Ended
−Removed: September 30, September 30,
−Removed: 2024 2023 2024 2023
+Added: (in millions, except per share amounts) Three Months Ended
Revenue $ 3,777 $ 3,491
4 unchanged sentences
Total expenses 2,210 2,112
−Removed: (Gain) loss on dispositions, net ( 21 ) — ( 21 ) 69
Equity in income on unconsolidated subsidiaries ( 11 ) ( 6 )
Operating profit 1,578 1,385
−Removed: Other loss (income), net 2 ( 5 ) ( 10 ) ( 5 )
+Added: Other expense (income), net 4 ( 9 )
Interest expense, net 78 78
17 unchanged sentences
Consolidated Statements of Comprehensive Income
−Removed: (in millions) Three Months Ended Nine Months Ended
−Removed: September 30, September 30,
−Removed: 2024 2023 2024 2023
+Added: (in millions) Three Months Ended
Net income $ 1,171 $ 1,068
1 unchanged sentence
Foreign currency translation adjustments
−Removed: 98 ( 113 ) 20 ( 40 )
Income tax effect
−Removed: 26 ( 6 ) 15 2
−Removed: 124 ( 119 ) 35 ( 38 )
Pension and other postretirement benefit plans
−Removed: 1 — ( 4 ) ( 12 )
Income tax effect
−Removed: 1 — ( 2 ) ( 8 )
Unrealized gain on cash flow hedges 5 21
Income tax effect
−Removed: — ( 29 ) ( 3 ) ( 29 )
Comprehensive income 1,228 1,006
comprehensive income attributable to nonredeemable noncontrolling interests
−Removed: ( 7 ) ( 7 ) ( 20 ) ( 19 )
comprehensive income attributable to redeemable noncontrolling interests
5 unchanged sentences
Consolidated Balance Sheets
−Removed: (in millions) September 30,
+Added: (in millions) March 31,
2025 December 31,
5 unchanged sentences
Prepaid and other current assets 790 926
−Removed: Assets of a business held for sale 38 —
Total current assets 5,340 5,459
15 unchanged sentences
Other current liabilities 847 869
−Removed: Liabilities of a business held for sale 7 —
Total current liabilities 5,920 6,392
21 unchanged sentences
Consolidated Statements of Cash Flows
−Removed: (in millions) Nine Months Ended
−Removed: September 30,
+Added: (in millions) Three Months Ended
Operating Activities:
6 unchanged sentences
Stock-based compensation 47 33
−Removed: (Gain) loss on dispositions, net ( 21 ) 69
−Removed: Other ( 15 ) 151
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
10 unchanged sentences
Acquisitions, net of cash acquired ( 13 ) ( 1 )
−Removed: Proceeds from dispositions, net 94 1,004
Changes in short-term investments ( 23 ) 5
−Removed: Cash (used for) provided by investing activities ( 262 ) 607
+Added: Cash used for investing activities ( 79 ) ( 20 )
Financing Activities:
−Removed: Payments on short-term debt, net — ( 188 )
−Removed: Proceeds from issuance of senior notes, net — 744
+Added: Additions to short-term debt, net — 250
Payments on senior notes ( 4 ) —
Dividends paid to shareholders ( 295 ) ( 286 )
−Removed: Distributions to noncontrolling interest holders, net ( 213 ) ( 211 )
−Removed: Contingent consideration payments ( 107 ) ( 8 )
+Added: Distributions to noncontrolling interest holders ( 94 ) ( 73 )
Repurchase of treasury shares ( 650 ) ( 500 )
−Removed: Employee withholding tax on share-based payments and other ( 58 ) ( 74 )
+Added: Employee withholding tax on share-based payments, contingent consideration payments and other ( 60 ) ( 48 )
Cash used for financing activities ( 1,103 ) ( 657 )
6 unchanged sentences
Consolidated Statements of Equity
−Removed: Three Months Ended September 30, 2024
−Removed: (in millions) Common Stock $ 1 par
−Removed: Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less:
−Removed: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity
−Removed: Balance as of June 30, 2024 $ 415 $ 44,407 $ 19,957 $ ( 839 ) $ 29,059 $ 34,881 $ 89 $ 34,970
−Removed: Comprehensive income 1
−Removed: 971 125 1,096 7 1,103
−Removed: Dividends (Dividend declared per common share — $ 0.91 per share)
−Removed: ( 283 ) ( 283 ) ( 2 ) ( 285 )
−Removed: Share repurchases ( 225 ) 1,276 ( 1,501 ) ( 1,501 )
−Removed: Employee stock plans 91 11 80 80
−Removed: Change in redemption value of redeemable noncontrolling interests ( 281 ) ( 281 ) ( 281 )
−Removed: Balance as of September 30, 2024
−Removed: $ 415 $ 44,273 $ 20,364 $ ( 714 ) $ 30,346 $ 33,992 $ 94 $ 34,086
−Removed: Three Months Ended September 30, 2023
−Removed: (in millions) Common Stock $ 1 par
−Removed: Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less:
−Removed: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity
−Removed: Balance as of June 30, 2023 $ 415 $ 44,293 $ 18,279 $ ( 813 ) $ 26,706 $ 35,468 $ 91 $ 35,559
−Removed: Comprehensive income 1
−Removed: 742 ( 33 ) 709 7 716
−Removed: Dividends (Dividend declared per common share — $ 0.90 per share)
−Removed: ( 286 ) ( 286 ) ( 2 ) ( 288 )
−Removed: Share repurchases 125 625 ( 500 ) ( 500 )
−Removed: Employee stock plans 21 ( 17 ) 38 38
−Removed: Change in redemption value of redeemable noncontrolling interests ( 10 ) ( 10 ) ( 10 )
−Removed: Other — ( 1 ) ( 1 )
−Removed: Balance as of September 30, 2023
−Removed: $ 415 $ 44,439 $ 18,725 $ ( 846 ) $ 27,314 $ 35,419 $ 95 $ 35,514
−Removed: Nine Months Ended September 30, 2024
+Added: Three Months Ended March 31, 2025
(in millions) Common Stock $ 1 par
7 unchanged sentences
( 295 ) ( 295 ) ( 295 )
−Removed: Share repurchases ( 30 ) 1,971 ( 2,001 ) ( 2,001 )
+Added: Share repurchases, including excise tax 65 722 ( 657 ) ( 657 )
Employee stock plans ( 27 ) ( 17 ) ( 10 ) ( 10 )
Change in redemption value of redeemable noncontrolling interests 27 27 27
−Removed: Other — ( 12 ) ( 12 )
−Removed: Balance as of September 30, 2024
+Added: Balance as of March 31, 2025
$ 415 $ 44,359 $ 21,799 $ ( 826 ) $ 32,376 $ 33,371 $ 102 $ 33,473
−Removed: Nine Months Ended September 30, 2023
+Added: Three Months Ended March 31, 2024
(in millions) Common Stock $ 1 par
7 unchanged sentences
( 286 ) ( 286 ) ( 286 )
−Removed: Share repurchases 125 2,126 ( 2,001 ) ( 2,001 )
+Added: Share repurchases, including excise tax 120 625 ( 505 ) ( 505 )
Employee stock plans ( 56 ) ( 45 ) ( 11 ) ( 11 )
Change in redemption value of redeemable noncontrolling interests ( 1 ) ( 1 ) ( 1 )
−Removed: Adjustment to noncontrolling interest ( 2 ) ( 2 ) ( 2 )
Other 1 1 ( 10 ) ( 9 )
−Removed: Balance as of September 30, 2023
+Added: Balance as of March 31, 2024
$ 415 $ 44,295 $ 19,433 $ ( 825 ) $ 28,991 $ 34,327 $ 97 $ 34,424
−Removed: 1 Excludes comprehensive income of $ 69 million and $ 65 million for the three months ended September 30, 2024 and 2023, respectively, and $ 208 million and $ 183 million for the nine months ended September 30, 2024 and 2023, respectively, attributable to our redeemable noncontrolling interests.
+Added: 1 Excludes comprehensive income of $ 77 million and $ 70 million for the three months ended March 31, 2025 and 2024, respectively, attributable to our redeemable noncontrolling interests.
See accompanying notes to the unaudited consolidated financial statements.
11 unchanged sentences
• Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
−Removed: As of May 2, 2023, we completed the sale of S&P Global Engineering Solutions (“Engineering Solutions”), a provider of engineering standards and related technical knowledge, and the results are included through that date .
+Added: On April 29, 2025, we announced that our Board of Directors decided to pursue a full separation of our Mobility segment, creating a new publicly traded company.
+Added: The transaction, which would be implemented through the spin-off of shares of the new company to S&P Global shareholders, is expected to be tax-free for U.S.
+Added: federal income tax purposes for S&P Global shareholders and is expected to be completed over the upcoming 12 to 18 months, subject to the satisfaction of customary legal and regulatory requirements and approvals.
The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
3 unchanged sentences
Therefore, the financial statements included herein should be read in conjunction with the financial statements and notes included in our Form 10-K for the year ended December 31, 2024 (our “Form 10-K”).
+Added: Certain prior-year amounts have been reclassified to conform with current presentation.
In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of the interim periods have been included.
−Removed: The operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the full year.
+Added: The operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the full year.
On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, business combinations, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable noncontrolling interests.
1 unchanged sentence
Restricted Cash
−Removed: Restricted cash included in our consolidated balance sheets was $ 1 million as of September 30, 2024 and December 31, 2023.
+Added: We had restricted cash of less than $1 million included in our consolidated balance sheets as of March 31, 2025 and December 31, 2024.
Contract Assets
Contract assets include unbilled amounts from when the Company transfers service to a customer before a customer pays consideration or before payment is due.
−Removed: As of September 30, 2024 and December 31, 2023, contract assets were $ 82 million and $ 75 million, respectively, and are included in accounts receivable in our consolidated balance sheets.
+Added: As of March 31, 2025 and December 31, 2024, contract assets were $ 75 million and $ 69 million, respectively, and are included in accounts receivable in our consolidated balance sheets.
Unearned Revenue
We record unearned revenue when cash payments are received in advance of our performance.
−Removed: The decrease in the unearned revenue balance at September 30, 2024 compared to December 31, 2023 is primarily driven by $ 3.0 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period, offset by cash payments received in advance of satisfying our performance obligations.
+Added: The increase in the unearned revenue balance at March 31, 2025 compared to December 31, 2024 is primarily driven by cash payments received in advance of satisfying our performance obligations, offset by $ 1.5 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed.
−Removed: As of September 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.1 billion.
+Added: As of March 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.9 billion.
We expect to recognize revenue on approximately sixty percent and eighty-five percent of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.
3 unchanged sentences
We have determined that the costs associated with certain sales commission programs are incremental to the costs to obtain contracts with customers and therefore meet the criteria to be capitalized.
−Removed: Total capitalized costs to obtain contracts were $ 274 million and $ 234 million as of September 30, 2024 and December 31, 2023, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.
+Added: Total capitalized costs to obtain contracts were $ 296 million and $ 291 million as of March 31, 2025 and December 31, 2024, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.
The capitalized asset will be amortized over a period consistent with the transfer to the customer of the goods or services to which the asset relates, calculated based on the customer term and the average life of the products and services underlying the contracts which has been determined to be approximately 5 years.
7 unchanged sentences
Our share of earnings or losses are recognized in Equity in income on unconsolidated subsidiaries in our consolidated statements of income.
−Removed: Other Loss (Income), net
−Removed: The components of other loss (income), net for the periods ended September 30 are as follows:
−Removed: (in millions) Three Months Nine Months
−Removed: 2024 2023 2024 2023
+Added: On April 14, 2025, the Company and CME Group entered into an agreement to sell OSTTRA to investment funds managed by Kohlberg Kravis Roberts & Co.
+Added: (“KKR”), a leading global investment firm.
+Added: The terms of the deal for OSTTRA equaled total enterprise value at $ 3.1 billion, subject to customary purchase price adjustments, which will be divided evenly between the Company and CME Group pursuant to the 50 / 50 joint venture.
+Added: We currently anticipate the sale to result in a pre-tax gain of $ 220 million ($ 140 million after-tax) for the Company, including the impact of accumulated other comprehensive income related to our investment.
+Added: The transaction is expected to close in the second half of 2025, subject to customary closing conditions and receipt of required regulatory approvals.
+Added: Other Expense (Income), net
+Added: The components of other expense (income), net for the three months ended March 31 are as follows:
+Added: (in millions) 2025 2024
Other components of net periodic benefit cost $ ( 6 ) $ ( 6 )
−Removed: Net loss from investments 7 1 7 13
−Removed: Other loss (income), net $ 2 $ ( 5 ) $ ( 10 ) $ ( 5 )
+Added: Net loss (gain) from investments 10 ( 3 )
+Added: Other expense (income), net $ 4 $ ( 9 )
Acquisitions and Divestitures
−Removed: 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.
−Removed: 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.
−Removed: The acquisition of Visible Alpha is not material to our consolidated financial statements.
−Removed: 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.
−Removed: 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.
−Removed: The acquisition of World Hydrogen Leaders is not material to our consolidated financial statements.
−Removed: On February 16, 2023, we completed the acquisition of Market Scan Information Systems, Inc.
−Removed: (“Market Scan”), a leading provider of automotive pricing and incentive intelligence, including Automotive Payments as a Service TM and its powerful payment calculation engine.
−Removed: The addition of Market Scan to Mobility enabled the integration of detailed transaction intelligence in areas that are complementary to existing services for dealers, OEMs, lenders, and other market participants.
−Removed: The acquisition of Market Scan is not material to our consolidated financial statements.
−Removed: On January 3, 2023, we completed the acquisition of ChartIQ, a premier charting provider for the financial services industry.
−Removed: ChartIQ is a professional grade charting solution that allows users to visualize data with a fully interactive web-based library that works seamlessly across web, mobile and desktop.
−Removed: It provides advanced capabilities including trade visualization, options analytics, technical analysis and more.
−Removed: Additionally, ChartIQ allows clients to visualize vendor-supplied data combined with their own proprietary content, alternative datasets or analytics.
−Removed: The acquisition is part of our Market Intelligence segment and further enhances our S&P Capital IQ Pro platform and other workflow solutions to provide the industry with leading visualization capabilities.
−Removed: The acquisition of ChartIQ is not material to our consolidated financial statements.
−Removed: On January 4, 2023, we completed the acquisition of TruSight Solutions LLC (“TruSight”) a provider of third-party vendor risk assessments.
−Removed: The acquisition was integrated into our Market Intelligence segment and further expanded the breadth and depth of S&P Global’s third party vendor risk management solutions by offering high-quality validated assessment data to clients designed to reduce further the vendor due diligence burden on service providers to the financial services industry.
−Removed: The acquisition of TruSight is not material to our consolidated financial statements.
−Removed: On October 7, 2024, we entered into an agreement to sell the PrimeOne business, our outsourced technology platform servicing the global prime finance business.
−Removed: The PrimeOne business is part of our Market Intelligence segment.
−Removed: The assets and liabilities of the PrimeOne business were classified as held for sale in our consolidated balance sheet as of September 30, 2024.
−Removed: This transaction is expected to close in the fourth quarter of 2024.
−Removed: The anticipated divestiture of the PrimeOne business is not expected to be material to our consolidated financial statements.
−Removed: On August 15, 2024, we completed the sale of Fincentric, formerly known as Markit Digital.
−Removed: This sale followed our announced intent to explore strategic opportunities for Fincentric in February of 2024.
−Removed: Fincentric was S&P Global’s premier digital solutions provider focused on developing mobile applications and websites for retail brokerages and other financial institutions.
−Removed: Fincentric specializes in designing cutting-edge financial data visualizations, interfaces and investor experiences.
−Removed: Fincentric was acquired by S&P Global through the merger with IHS Markit and was part of our Market Intelligence segment.
−Removed: During the three and nine months ended September 30, 2024, we recorded a pre-tax gain of $ 21 million ($ 12 million after-tax) in (Gain) loss on dispositions, net in the consolidated statement of income related to the sale of Fincentric in our Market Intelligence segment.
−Removed: 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.
−Removed: We received the full proceeds from the sale of $ 975 million in cash, subject to purchase price adjustments, which resulted in approximately $ 750 million in after-tax proceeds.
−Removed: During the nine months ended September 30, 2023, we recorded a pre-tax loss of $ 120 million in (Gain) loss on dispositions, net and disposition-related costs of $ 16 million in selling and general expenses in the consolidated statement of income ($ 182 million after-tax, net of a release of a deferred tax liability of $ 157 million) related to the sale of Engineering Solutions.
−Removed: The transaction followed our announced intent in November of 2022 to divest the business.
−Removed: Engineering Solutions became part of the Company following our merger with IHS Markit.
−Removed: In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) along with a related family of leveraged loan indices in June of 2022.
−Removed: The contingent payment was payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships.
−Removed: During the nine months ended September 30, 2023, the contingent payment resulted in a pre-tax gain of $ 46 million ($ 34 million after-tax) related to the sale of LCD in our Market Intelligence segment and $ 4 million ($ 3 million after-tax) in (Gain) loss on dispositions, net related to the sale of a family of leveraged loan indices in our Indices segment.
−Removed: Assets and Liabilities Held for Sale
−Removed: The components of assets and liabilities held for sale in the consolidated balance sheets consist of the following:
−Removed: (in millions) September 30, December 31,
−Removed: Accounts Receivable, net $ 4 $ —
−Removed: Goodwill 34 —
−Removed: Other assets — —
−Removed: Deferred tax asset —
−Removed: Assets of a business held for sale $ 38 $ —
−Removed: Accounts payable and accrued expenses $ ( 2 ) $ —
−Removed: Unearned revenue ( 5 ) —
−Removed: Liabilities of a business held for sale $ ( 7 ) $ —
−Removed: 1 Assets and lia bilities held for sale as of September 30, 2024 relate to the anticipated divestiture of the PrimeOne business.
−Removed: The operating profit (loss) of our businesses that were held for sale or disposed of for the periods ended September 30 is as follows:
−Removed: (in millions) Three Months Nine Months
−Removed: 2024 2023 2024 2023
−Removed: Operating profit (loss) 2
−Removed: $ — $ 1 $ ( 2 ) $ 22
−Removed: 2 T he operating profit (loss) presented includes the revenue and recurring direct expenses associated with businesses disposed of or held for sale.
−Removed: The three and nine months ended September 30, 2024 excludes a pre-tax gain related to the sale of Fincentric of $ 21 million.
−Removed: The nine months ended September 30, 2023 excludes a pre-tax loss related to the sale of Engineering Solutions of $ 120 million.
−Removed: The effective income tax rate was 23.0 % and 21.1 % for the three and nine months ended September 30, 2024, respectively, and 18.2 % and 21.8 % for the three and nine months ended September 30, 2023, respectively.
−Removed: The lower rate for the three months ended September 30, 2023 was primarily due to a combination of discrete adjustments and change in the profit mix.
−Removed: The higher rate for the nine months ended September 30, 2023 was primarily due to the tax charge on divestitures.
+Added: On April 24, 2025, we entered into an agreement to acquire the Automatic Identification System (AIS) data services business of ORBCOMM Inc.
+Added: The AIS business is a leading provider of satellite data services used to track and monitor vessels, enhancing maritime visibility and delivering critical insights that support business intelligence and decision-making for government and commercial clients worldwide.
+Added: The AIS business is expected to be integrated within our Market Intelligence segment.
+Added: We also expect to enter into a strategic alliance with ORBCOMM.
+Added: Under this strategic alliance, the two organizations expect to develop a range of differentiated supply chain data and insight offerings and we will make an equity investment in ORBCOMM, underscoring our commitment to further investing in this sector while helping customers navigate the complex supply chain environment.
+Added: The proposed acquisition is subject to customary closing conditions, including receipt of certain regulatory approvals and is expected to close during 2025.
+Added: The proposed acquisition is not expected to be material to our consolidated financial statements.
+Added: During the three months ended March 31, 2025 and 2024, we did not complete any material acquisitions.
+Added: During the three months ended March 31, 2025 and 2024, we did not complete any material dispositions.
+Added: The effective income tax rate was 21.7 % and 18.8 % for the three months ended March 31, 2025 and March 31, 2024, respectively.
+Added: The higher rate for the three months ended March 31, 2025 was primarily due to change in mix of income by jurisdiction.
+Added: The lower rate for the three months ended March 31, 2024 was primarily due to a combination of discrete adjustments.
At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings.
−Removed: The tax expense or benefit related to significant unusual or infrequently occurring items that will be separately reported or reported net of their related tax effect, and are individually computed, is recognized in the interim period in which
−Removed: those items occur.
+Added: The tax expense or benefit related to significant unusual or infrequently occurring items that will be separately reported or reported net of their related tax effect, and are individually computed, is recognized in the interim period in which those items occur.
In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.
The Company is subject to tax examinations in various jurisdictions.
−Removed: As of September 30, 2024 and December 31, 2023, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 274 million and $ 230 million, respectively, exclusive of interest and penalties.
+Added: As of March 31, 2025 and December 31, 2024, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 341 million and $ 325 million, respectively, exclusive of interest and penalties.
We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively.
−Removed: As of September 30, 2024 and December 31, 2023, we had $ 64 million and $ 50 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.
+Added: As of March 31, 2025 and December 31, 2024, we had $ 78 million and $ 65 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.
Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits may decrease by approximately $ 16 million in the next twelve months as a result of the resolution of local tax examinations.
4 unchanged sentences
A summary of short-term and long-term debt outstanding is as follows:
−Removed: (in millions) September 30,
+Added: (in millions) March 31,
2025 December 31,
6 unchanged sentences
2.5 % Senior Notes, due 2029 7
−Removed: 2.5 % Senior Notes, due 2029 8
2.70 % Sustainability-Linked Senior Notes, due 2029 8
11 unchanged sentences
Long-term debt $ 11,388 $ 11,394
−Removed: 1 We made a $ 47 million repayment of our 3.625 % senior note in the second quarter of 2024.
−Removed: 2 Interest payments are due semiannually on February 15 and August 15.
+Added: 1 We made a $ 4 million repayment of our 4.75 % senior notes in the first quarter of 2025.
2 Interest payments are due semiannually on March 1 and September 1.
−Removed: 4 Interest payments are due semiannually on January 22 and July 22, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 2 million.
−Removed: 5 Interest payments are due semiannually on March 1 and September 1 and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 8 million.
+Added: 3 Interest payments are due semiannually on January 22 and July 22, and as of March 31, 2025, the unamortized debt discount and issuance costs total $ 2 million.
+Added: 4 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2025, the unamortized debt discount and issuance costs total $ 6 million.
5 Interest payments are due semiannually on February 1 and August 1.
6 Interest payments are due semiannually on May 1 and November 1.
−Removed: 8 Interest payments are due semiannually on June 1 and December 1, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 3 million.
−Removed: 9 Interest payments are due semiannually on March 1 and September 1 and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 12 million.
−Removed: 10 Interest payments are due semiannually on February 15 and August 15, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 5 million.
−Removed: 11 Interest payments are due semiannually on March 1 and September 1 and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 24 million.
−Removed: 12 Interest payments are due semiannually on March 15 and September 15, beginning on March 15, 2024, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 7 million.
−Removed: 13 Interest payments are due semiannually on May 15 and November 15, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 2 million.
−Removed: 14 Interest payments are due semiannually on May 15 and November 15, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 10 million.
−Removed: 15 Interest payments are due semiannually on June 1 and December 1, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 10 million.
−Removed: 16 Interest payments are d ue semiannually on March 1 and September 1 and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 25 million.
−Removed: 17 Interest payments are due semiannually on February 15 and August 1 5, and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 17 million.
−Removed: 18 Interest payments are due semiannually on March 1 and September 1 and as of September 30, 2024, the unamortized debt discount and issuance costs total $ 14 million.
−Removed: The fair value of our total debt borrowings wa s $ 10.4 billion an d $ 10.3 billion as of September 30, 2024 and December 31, 2023, respectively, and was estimated based on quoted market prices.
−Removed: We have the ability to borrow a total of $ 2.0 billion through our commercial paper program, which is supported by our $ 2.0 billion five-year credit agreement (our “credit facility”) that will terminate on April 26, 2026.
−Removed: As of September 30, 2024 and December 31, 2023, we had no outstanding commercial paper.
+Added: 7 Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2025, the unamortized debt discount and issuance costs total $ 3 million.
+Added: 8 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2025, the unamortized debt discount and issuance costs total $ 11 million.
+Added: 9 Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2025, the unamortized debt discount and issuance costs total $ 4 million.
+Added: 10 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2025, the unamortized debt discount and issuance costs total $ 22 million.
+Added: 11 Interest payments are due semiannually on March 15 and September 15, and as of March 31, 2025, the unamortized debt discount and issuance costs total $ 6 million.
+Added: 12 Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2025, the unamortized debt discount and issuance costs total $ 2 million.
+Added: 13 Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2025, the unamortized debt discount and issuance costs total $ 10 million.
+Added: 14 Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2025, the unamortized debt discount and issuance costs total $ 10 million.
+Added: 15 Interest payments are d ue semiannually on March 1 and September 1 and as of March 31, 2025, the unamortized debt discount and issuance costs total $ 25 million.
+Added: 16 Interest payments are due semiannually on February 15 and August 1 5, and as of March 31, 2025, the unamortized debt discount and issuance costs total $ 17 million.
+Added: 17 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2025, the unamortized debt discount and issuance costs total $ 14 million.
+Added: The fair value of our total debt borrowings was $ 10.1 billion an d $ 10.0 billion as of March 31, 2025 and December 31, 2024, respectively, and was estimated based on quoted market prices.
+Added: We have the ability to borrow a total of $ 2.0 billion through our commercial paper program, which is supported by our $ 2.0 billion five-year credit agreement (our “credit facility”) that will terminate on December 17, 2029.
+Added: As of March 31, 2025, and December 31, 2024, we had no outstanding commercial paper.
Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving three environmental sustainability performance indicators related to emissions, tested annually.
−Removed: We currently pay a commitment fee of 8 basis points.
+Added: For the three months ended March 31, 2025, we paid a commitment fee of 7 basis points.
+Added: There will be no sustainability pricing adjustment to our commitment fees or our margins under the credit facility for the approximately year-long period beginning April 7, 2025 as a result of our emissions performance for the year ended December 31, 2024.
The credit facility contains customary affirmative and negative covenants and customary events of default.
−Removed: The occurr ence of an event of default could result in an acceleration of the obligations under the credit facility.
+Added: The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.
T he only financial covenant required is that our indebtedness to cash flow ratio, as defined in our credit facility, was not greater than 4 to 1, and this covenant level has never been exceeded.
5 unchanged sentences
We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities.
−Removed: As of September 30, 2024 and December 31, 2023, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates.
−Removed: As of September 30, 2024 and December 31, 2023, we held cross currency swap contracts to hedge a portion of our net investment in foreign subsidiaries against volatility in foreign exchange rates.
−Removed: As of December 31, 2023, we held a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing.
+Added: As of March 31, 2025 and December 31, 2024, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates.
+Added: As of March 31, 2025 and December 31, 2024, we held cross currency swap contracts to hedge a portion of our net investment in foreign subsidiaries against volatility in foreign exchange rates.
These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets;
2 unchanged sentences
Undesignated Derivative Instruments
−Removed: During the nine months ended September 30, 2024 and twelve months ended December 31, 2023, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheets.
+Added: During the three months ended March 31, 2025 and twelve months ended December 31, 2024, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheets.
These forward contracts do not qualify for hedge accounting.
−Removed: As of September 30, 2024 and December 31, 2023, the aggregate notional value of these outstanding forward contracts was $ 2.6 billion.
−Removed: The changes in fair value of these forward contracts are recorded in prepaid and other current assets or other current liabilities in the consolidated balance sheets with their corresponding change in fair value recognized in selling and general expenses in the consolidated statements of income.
−Removed: The amount recorded in prepaid and other current assets as of September 30, 2024 and December 31, 2023 was $ 37 million and $ 69 million, respectively.
−Removed: The amount recorded in other current liabilities as of September 30, 2024 and December 31, 2023 was $ 7 million and $ 1 million, respectively.
−Removed: The amount recorded in selling and general expense related to these contracts was a net gain of $ 100 million and $ 54 million for the three and nine months ended September 30, 2024, respectively, and a net loss of $ 82 million and $ 24 million for the three and nine months ended September 30, 2023, respectively.
+Added: As of March 31, 2025 and December 31, 2024, the aggregate notional value of these outstanding forward contracts was $ 2.5 billion and $ 2.3 billion, respectively.
+Added: The changes in fair value of these forward contracts are recorded in prepaid and other assets or other current liabilities in the consolidated balance sheets with their corresponding change in fair value recognized in selling and general expenses in the consolidated statements of income.
+Added: The amount recorded in prepaid and other current assets was $ 60 million as of March 31, 2025.
+Added: The amount recorded in other current liabilities was $ 2 million and $ 42 million as of March 31, 2025 and December 31, 2024, respectively.
+Added: The amount recorded in selling and general expense related to these contracts was a net gain of $ 49 million for the three months ended March 31, 2025 and a net loss of $ 37 million for the three months ended March 31, 2024, respectively.
Net Investment Hedges
−Removed: During the nine months ended September 30, 2024, we entered into cross currency swaps to hedge a portion of our net investment in certain European subsidiaries against volatility in the Euro/U.S.
−Removed: dollar exchange rate.
−Removed: As of December 31, 2023, we held cross currency swaps to hedge a portion of our net investment in one of our European subsidiaries against volatility in the Euro/U.S.
−Removed: dollar exchange rate.
−Removed: These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2024, 2029, 2030 and 2032.
−Removed: The notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 3.5 billion and $ 1.5 billion as of September 30, 2024 and December 31, 2023.
−Removed: The changes in the fair value of these swaps are recognized in foreign currency translation adjustments, a component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet.
+Added: As of March 31, 2025 and December 31, 2024, we held cross currency swaps to hedge a portion of our net investment in certain European subsidiaries against volatility in the Euro/U.S.
+Added: dollar exchange rate.These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2029, 2030, 2032 and 2033.
+Added: The notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 3.5 billion as of March 31, 2025 and December 31, 2024.
+Added: The changes in the fair value of these swaps are recognized in foreign currency translation adjustments, a
+Added: component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet.
The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold, liquidated or substantially liquidated.
We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates.
−Removed: Accordingly, amounts related to the cross currency swaps recognized directly in net income for the three and nine months ended September 30, 2024 represent net periodic interest settlements and accruals, which are recognized in interest expense, net.
−Removed: We recognized net interest income of $ 11 million and $ 27 million for the three and nine months ended September 30, 2024, respectively, and net interest income of $ 6 million and $ 18 million for the three and nine months ended September 30, 2023, respectively.
+Added: Accordingly, amounts related to the cross currency swaps recognized directly in net income represent net periodic interest settlements and accruals, which are recognized in interest expense, net.
+Added: We recognized net interest income of $ 14 million and $ 8 million for the three months ended March 31, 2025 and 2024, respectively.
Cash Flow Hedges
Foreign Exchange Forward Contracts
−Removed: During the nine months ended September 30, 2024 and the twelve months ended December 31, 2023, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the third quarter of 2026 and the fourth quarter of 2025, respectively.
+Added: During the three months ended March 31, 2025 and the twelve months ended December 31, 2024, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the first quarter of 2027 and the fourth quarter of 2026, respectively.
These contracts are intended to offset the impact of movement of exchange rates on future revenue and operating costs and are scheduled to mature within twenty-four months .
The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and are subsequently reclassified into revenue and selling and general expenses in the same period that the hedged transaction affects earnings.
−Removed: As of September 30, 2024, we estimate that $ 1 million of pre-tax gain related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.
−Removed: As of September 30, 2024 and December 31, 2023, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 563 million and $ 529 million, respectively.
+Added: As of March 31, 2025, we estimate that $ 2 million of pre-tax gain related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.
+Added: As of March 31, 2025 and December 31, 2024, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 565 million and $ 539 million, respectively.
Interest Rate Swaps
−Removed: In the first quarter of 2023, we terminated our interest rate swap contracts with an aggregate notional value of $ 813 million and received net proceeds of $ 155 million upon termination.
+Added: During the three months ended March 31, 2024, we terminated our interest rate swap contracts with an aggregate notional value of $ 813 million and received net proceeds of $ 155 million upon termination.
These contracts were designated as cash flow hedges and were scheduled to mature beginning in the first quarter of 2027.
−Removed: We performed a final effectiveness test upon the termination of each swap, and the effective portion of the gain of $ 155 million was recorded in accumulated other comprehensive loss in our
−Removed: consolidated balance sheet.
+Added: We performed a final effectiveness test upon the termination of each swap, and the effective portion of the gain of $ 155 million was recorded in accumulated other comprehensive loss in our consolidated balance sheet.
The gain will be recognized into interest expense, net over the term which related interest payments will be made when we enter into anticipated future debt refinancing.
−Removed: The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of September 30, 2024 and December 31, 2023:
−Removed: (in millions) September 30, December 31
+Added: The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of March 31, 2025 and December 31, 2024:
+Added: (in millions) March 31, December 31,
Balance Sheet Location 2025 2024
2 unchanged sentences
Other current liabilities Foreign exchange forward contracts $ 3 $ 5
−Removed: Other non-current assets Interest rate swap contracts $ — $ 134
Derivatives designated as net investment hedges:
1 unchanged sentence
Other non-current liabilities Cross currency swaps $ 46 $ 2
−Removed: The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedges for the periods ended September 30:
−Removed: (in millions) Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion) Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
−Removed: 2024 2023 2024 2023
−Removed: Cash flow hedges - designated as hedging instruments
−Removed: Foreign exchange forward contracts $ — $ ( 5 ) Revenue, Selling and general expenses $ 3 $ 2
−Removed: Interest rate swap contracts $ — $ 120 Interest expense, net $ — $ ( 1 )
−Removed: Net investment hedges - designated as hedging instruments
−Removed: Cross currency swaps $ ( 104 ) $ 22 Interest expense, net $ ( 1 ) $ ( 1 )
+Added: The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedges for the three months ended March 31:
(in millions) Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion) Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
5 unchanged sentences
Cross currency swaps $ ( 77 ) $ 30 Interest expense, net $ ( 1 ) $ ( 1 )
−Removed: The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the periods ended September 30:
−Removed: (in millions) Three Months Nine Months
−Removed: 2024 2023 2024 2023
+Added: The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the three months ended March 31:
+Added: (in millions) 2025 2024
Cash Flow Hedges
13 unchanged sentences
Reclassification into earnings, net of tax 1 1
−Removed: Net unrealized gains (losses) on net investment hedges, net of taxes, end of period $ ( 64 ) $ 49 $ ( 64 ) $ 49
+Added: Net unrealized (losses) gains on net investment hedges, net of taxes, end of period $ ( 25 ) $ 1
Employee Benefits
11 unchanged sentences
These amounts will be subsequently recognized as net periodic pension cost pursuant to our accounting policy for amortizing such amounts.
−Removed: Net periodic benefit cost for our retirement and postretirement plans other than the service cost component are included in other loss (income), net in our consolidated statements of income.
−Removed: The components of net periodic benefit cost for our retirement plans and postretirement plans for the periods ended September 30 are as follows:
−Removed: (in millions) Three Months Nine Months
−Removed: 2024 2023 2024 2023
−Removed: Service cost $ — $ — $ 1 $ 1
+Added: Net periodic benefit cost for our retirement and postretirement plans other than the service cost component are included in other expense (income), net in our consolidated statements of income.
+Added: The components of net periodic benefit cost for our retirement plans and postretirement plans for the three months ended March 31 are as follows:
+Added: (in millions) 2025 2024
Interest cost 17 17
2 unchanged sentences
Net periodic benefit cost $ ( 6 ) $ ( 6 )
−Removed: Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three and nine months ended September 30, 2024 and 2023.
−Removed: As discussed in our Form 10-K, we changed certain discount rate assumptions for our retirement and postretirement plans which became effective on January 1, 2024.
−Removed: The effect of the assumption changes on retirement and postretirement expense for the three and nine months ended September 30, 2024 did not have a material impact to our financial position, results of operations or cash flows.
−Removed: In the first nine months of 2024, we contributed $ 7 million to our retirement plans and expect to make additional required contributions of approximately $ 4 million to our retirement plans during the remainder of the year.
−Removed: We may elect to make additional non-required contributions depending on investment performance or any potential deterioration of our pension plan status in the fourth quarter of 2024.
+Added: Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three months ended March 31, 2025 and 2024.
+Added: As discussed in our Form 10-K, we changed certain discount rate assumptions for our retirement and postretirement plans and our expected return on assets assumption for our retirement plans which became effective on January 1, 2025.
+Added: The effect of the assumption changes on retirement and postretirement expense for the three months ended March 31, 2025 did not have a material impact to our financial position, results of operations or cash flows.
+Added: In the first three months of 2025, we contributed $ 3 million to our retirement plans and expect to make additional required contributions of approximately $ 8 million to our retirement plans during the remainder of the year.
+Added: We may elect to make additional non-required contributions depending on investment performance or any potential deterioration of our pension plan status in the remaining nine months of 2025.
Stock-Based Compensation
We issue stock-based incentive awards to our eligible employees under the 2019 Employee Stock Incentive Plan and to our eligible non-employee members of the Board of Directors under a Director Deferred Stock Ownership Plan.
−Removed: For the nine months ended September 30, 2024 and 2023, total stock-based compensation expense related to restricted stock and other stock-based awards was $ 177 million and $ 143 million, respectively.
−Removed: During the nine months ended September 30, 2024, the Company granted 0.4 million shares of restricted stock and other stock-based awards, which had a weighted average grant date fair value of $ 423.79 per share.
−Removed: Total unrecognized compensation expense related to unvested equity awards as of September 30, 2024 was $ 235 million, which is expected to be recognized over a weighted average period of 1.2 years.
+Added: For the three months ended March 31, 2025 and 2024, total stock-based compensation expense related to restricted stock and other stock-based awards was $ 47 million and $ 33 million, respectively.
+Added: During the three months ended March 31, 2025, the Company granted 0.3 million shares of restricted stock and other stock-based awards, which had a weighted average grant date fair value of $ 527.77 per share.
+Added: Total unrecognized compensation expense related to unvested equity awards as of March 31, 2025 was $ 307 million, which is expected to be recognized over a weighted average period of 1.7 years.
On January 28, 2025, the Board of Directors approved an increase in the dividends for 2025 to a quarterly common stock dividend of $ 0.96 per share.
2 unchanged sentences
Our purchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options.
−Removed: As of September 30, 2024, 14.6 million shares remained available under the 2022 Repurchase Program.
+Added: As of March 31, 2025, 10.7 million shares remained available under the 2022 Repurchase Program.
Our 2022 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.
−Removed: We enter into accelerated share repurchase (“ASR”) agreements with financial institutions to initiate share repurchases of our common stock.
+Added: We have entered into accelerated share repurchase (“ASR”) agreements with financial institutions to initiate share repurchases of our common stock.
Under an ASR agreement, we pay a specified amount to the financial institution and receive an initial delivery of shares.
7 unchanged sentences
The forward stock purchase contracts are classified as equity instruments.
−Removed: The terms of each ASR agreement entered into during the nine months ended September 30, 2024 and 2023, structured as outlined above, are as follows:
+Added: Effective January 1, 2023, the Inflation Reduction Act of 2022 has mandated a 1% excise tax on share repurchases.
+Added: Excise tax obligations that result from the Company's share repurchases are accounted for as a cost of the treasury stock transaction, and are included in other current liabilities on our consolidated balance sheets.
+Added: The amount recorded in other current liabilities was $ 36 million and $ 30 million as of March 31, 2025 and December 31, 2024, respectively.
+Added: The terms of each ASR agreement entered into during the three months ended March 31, 2025 and 2024, structured as outlined above, are as follows:
(in millions, except average price paid per share)
1 unchanged sentence
Purchased Average Price Paid Per Share Total Cash Utilized
−Removed: July 31, 2024 1
+Added: February 19, 2025 1
1.0 — 1.0 $ — $ 650
1 unchanged sentence
April 12, 2024 1.0 0.2 1.2 $ 421.05 $ 500
−Removed: August 7, 2023 3
−Removed: September 8, 2023 1.1 0.2 1.3 $ 387.36 $ 500
−Removed: May 8, 2023 4
−Removed: August 4, 2023 2.5 0.1 2.6 $ 384.75 $ 1,000
−Removed: February 13, 2023 5
−Removed: May 5, 2023 1.1 0.3 1.4 $ 341.95 $ 500
−Removed: 1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.5 billion and initially received shares valued at 85 % of the $ 1.5 billion at a price equal to the market price of the Company ’ s common stock on July 31, 2024.
−Removed: The Company received an initial delivery of 2.6 million shares from the ASR program on August 1, 2024.
−Removed: We completed the ASR agreement on October 22, 2024 and received an additional 0.3 million shares.
−Removed: We repurchased a total of 3.0 million shares under the ASR agreement for an average purchase price $ 505.19 per share.
+Added: 1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 650 million and initially received shares valued at 80 % of the $ 650 million at a price equal to the market price of the Company ’ s common stock on February 19, 2025.
+Added: The Company received an initial delivery of 1.0 million shares from the ASR program.
+Added: The final settlement of the transaction under the ASR is expected to be completed no later than the end of the second quarter of 2025.
The ASR agreement was executed under our 2022 Repurchase Program.
2 unchanged sentences
The ASR agreement was executed under our 2022 Repurchase Program.
−Removed: 3 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and initially received shares valued at 85 % of the $ 500 million at a price equal to the market price of the Company's common stock on August 7, 2023 when the Company received an initial delivery of 1.1 million shares from the ASR program.
−Removed: We completed the ASR agreement on September 8, 2023 and received an additional 0.2 million shares.
−Removed: The ASR agreement was executed under our 2022 Repurchase Program.
−Removed: 4 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1 billion and initially received shares valued at 87.5 % of the $ 1 billion at a price equal to the market price of the Company's common stock on May 8, 2023 when the Company received an initial delivery of 2.5 million shares from the ASR program.We completed the ASR agreement on August 4, 2023 and received an additional 0.1 million shares.
−Removed: The ASR agreement was executed under our 2022 Repurchase Program.
−Removed: 5 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and initially received shares valued at 85 % of the $ 500 million at a price equal to the market price of the Company's common stock on February 13, 2023 when the Company received an initial delivery of 1.1 million shares from the ASR program.
−Removed: We completed the ASR agreement on May 5, 2023 and received an additional 0.3 million shares.
−Removed: The ASR agreement was executed under our 2022 Repurchase Program.
−Removed: During the nine months ended September 30, 2024, we received 4.1 million shares, including 0.2 million shares received in February of 2024 related to our November 13, 2023 ASR agreement.
−Removed: During the nine months ended September 30, 2024, we purchased a total of 3.8 million shares for $ 2 billion of cash.
−Removed: During the nine months ended September 30, 2023, we received 5.8 million shares, including 0.4 million shares received in February of 2023 related to our December 2, 2022 ASR agreement.
−Removed: During the nine months ended September 30, 2023, we purchased a total of 5.4 million shares for $ 2 billion of cash.
+Added: During the three months ended March 31, 2025, we received 1.3 million shares, including 0.3 million shares received in February of 2025 related to our October 28, 2024 ASR agreement.
+Added: During the three months ended March 31, 2025, we purchased a total of 1.0 million shares for $ 650 million of cash.
+Added: During the three months ended March 31, 2024, we received 1.2 million shares, including 0.2 million shares received in February of 2024 related to our November 13, 2023 ASR agreement.
+Added: During the three months ended March 31, 2024, we purchased a total of 1.0 million shares for $ 500 million of cash.
Redeemable Noncontrolling Interests
1 unchanged sentence
Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, CME Group and CME Group Index Services LLC (“CGIS”) has the right at any time to sell, and we are obligated to buy, at least 20 % of their share in S&P Dow Jones Indices LLC.
−Removed: In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group
−Removed: and CGIS will have the right to put their interest to us at the then fair value of CME Group’s and CGIS’ minority interest.
−Removed: If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption.
+Added: In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group’s and CGIS’ minority interest.
+Added: If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on
+Added: the date of redemption.
This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interests” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business.
5 unchanged sentences
Noncontrolling interests that do not contain such redemption features are presented in equity.
−Removed: Changes to redeemable noncontrolling interests during the nine months ended September 30, 2024 were as follows:
+Added: Changes to redeemable noncontrolling interests during the three months ended March 31, 2025 were as follows:
(in millions)
3 unchanged sentences
Redemption value adjustment ( 27 )
−Removed: Balance as of September 30, 2024
+Added: Balance as of March 31, 2025 2
1 Includes foreign currency translation adjustments.
+Added: 2 As of March 31, 2025, $ 4,239 million relates to our redeemable noncontrolling interest in the Indices business.
Accumulated Other Comprehensive Loss
−Removed: The following table summarizes the changes in the components of accumulated other comprehensive loss for the nine months ended September 30, 2024:
+Added: The following table summarizes the changes in the components of accumulated other comprehensive loss for the three months ended March 31:
(in millions) Foreign Currency Translation Adjustments Pension and Postretirement Benefit Plans Unrealized Gain (Loss) on Cash Flow Hedges Accumulated Other Comprehensive Loss
4 unchanged sentences
1 1 2 ( 1 ) 3 1
−Removed: Net other comprehensive income (loss) 35 ( 2 ) 16 49
−Removed: Balance as of September 30, 2024
+Added: Net other comprehensive income 52 1 4 57
+Added: Balance as of March 31, 2025
$ ( 557 ) $ ( 371 ) $ 102 $ ( 826 )
1 unchanged sentence
See Note 5 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss.
−Removed: 2 Reflects amortization of net actuarial losses and is net of a tax benefit of less than $ 1 million for the nine months ended September 30, 2024.
+Added: 2 Reflects amortization of net actuarial losses and is net of a tax benefit of less than $ 1 million for the three months ended March 31, 2025.
See Note 6 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.
4 unchanged sentences
Potential common shares consist primarily of restricted performance shares and stock options calculated using the treasury stock method.
−Removed: The calculation of basic and diluted EPS for the periods ended September 30 is as follows:
−Removed: (in millions, except per share amounts) Three Months Nine Months
−Removed: 2024 2023 2024 2023
+Added: The calculation of basic and diluted EPS for the three months ended March 31 is as follows:
+Added: (in millions, except per share amounts) 2025 2024
Amounts attributable to S&P Global Inc.
2 unchanged sentences
Basic weighted-average number of common shares outstanding
−Removed: 311.2 317.5 312.6 319.4
Effect of dilutive securities 0.4 0.4
Diluted weighted-average number of common shares outstanding
−Removed: 311.5 318.0 312.9 319.9
Earnings per share attributable to S&P Global Inc.
4 unchanged sentences
The effect of the potential exercise of stock options is excluded when the average market price of our common stock is lower than the exercise price of the related option during the period or when a net loss exists because the effect would have been antidilutive.
−Removed: Additionally, restricted performance shares are excluded when the necessary vesting conditions have not been met or when a net loss exists.
−Removed: For the three and nine months ended September 30, 2024 and 2023, there were no stock options excluded.
−Removed: Restricted performance shares outstanding of 0.9 million and 0.8 million as of September 30, 2024 and 2023, respectively, were excluded.
+Added: Additionally, restricted performance shares are excluded because the necessary vesting conditions had not been met or when a net loss exists.
+Added: For the three months ended March 31, 2025 and 2024, there were no stock options excluded.
+Added: Restricted performance shares outstanding of 0.7 million and 0.9 million as of March 31, 2025 and 2024, respectively, were excluded.
Restructuring
4 unchanged sentences
In these cases, we reverse reserves through the consolidated statements of income during the period when it is determined they are no longer needed.
−Removed: The initial restructuring charge recorded and the ending reserve balance as of September 30, 2024 by segment is as follows:
+Added: The initial restructuring charge recorded and the ending reserve balance as of March 31, 2025 by segment is as follows:
2025 Restructuring Plan 2024 Restructuring Plan
7 unchanged sentences
Total $ 33 $ 31 $ 125 $ 55
−Removed: We recorded a pre-tax restructuring charge of $ 49 million primarily related to employee severance charges for the 2024 restructuring plan during the nine months ended September 30, 2024 and have reduced the reserve by $ 28 million.
+Added: We recorded a pre-tax restructuring charge of $ 33 million primarily related to employee severance charges for the 2025 restructuring plan during the three months ended March 31, 2025.
The ending reserve balance for the 2024 restructuring plan was $ 88 million as of December 31, 2024.
−Removed: For the nine months ended September 30, 2024, we have reduced the reserve for the 2023 restructuring plan by $ 115 million.
+Added: For the three months ended March 31, 2025, we have reduced the reserve for the 2024 restructuring plan by $ 33 million.
The reductions primarily related to cash payments for employee severance charges.
2 unchanged sentences
Market Intelligence, Ratings, Commodity Insights, Mobility and Indices.
−Removed: Our Chief Executive Officer is our chief operating decision-maker and evaluates performance of our segments and allocates resources based primarily on operating profit.
−Removed: Segment operating profit does not include Corporate Unallocated expense, equity in income on unconsolidated subsidiaries, other loss (income), net, or interest expense, net, as these are amounts that do not affect the operating results of our reportable segments.
−Removed: As of May 2, 2023, we completed the sale of Engineering Solutions and the results are included through that date.
−Removed: A summary of operating results for the periods ended September 30 is as follows:
−Removed: Revenue Three Months Nine Months
−Removed: (in millions) 2024 2023 2024 2023
−Removed: Market Intelligence $ 1,162 $ 1,099 $ 3,459 $ 3,249
−Removed: Ratings 1,110 819 3,307 2,494
−Removed: Commodity Insights 522 479 1,597 1,450
−Removed: Mobility 412 379 1,198 1,107
−Removed: Indices 416 354 1,193 1,042
−Removed: Engineering Solutions — — — 133
−Removed: Intersegment elimination 1
+Added: Our Chief Executive Officer is our chief operating decision-maker (“CODM”) and evaluates performance of our segments and allocates resources (including employees, property, and financial or capital resources) based primarily on operating profit for each segment.
+Added: Segment operating profit does not include Corporate Unallocated expense, equity in income on unconsolidated subsidiaries, other expense (income), net, or interest expense, net, as these are amounts that do not affect the operating results of our reportable segments.
+Added: Operating results for the three months ended March 31 is as follows:
+Added: (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Total
+Added: Revenue from external customers $ 1,196 $ 1,107 $ 612 $ 420 $ 442 $ 3,777
+Added: Intersegment revenue 1
3 42 — — 3 48
+Added: Revenue 1,199 1,149 612 420 445 3,825
+Added: Intersegment elimination ( 48 )
Total revenue 3,777
−Removed: Operating Profit Three Months Nine Months
−Removed: (in millions) 2024 2023 2024 2023
−Removed: Market Intelligence 2
−Removed: $ 230 $ 195 $ 649 $ 599
−Removed: 676 459 2,080 1,422
−Removed: Commodity Insights 4
−Removed: 211 184 643 527
+Added: segment expenses 2
805 388 318 258 121 1,890
+Added: other segment items 3
174 4 39 76 9 302
−Removed: Engineering Solutions 7
−Removed: Total reportable segments 1,496 1,153 4,435 3,479
+Added: Intersegment elimination ( 48 )
+Added: Segment operating profit $ 220 $ 757 $ 255 $ 86 $ 315 $ 1,633
Corporate Unallocated expense 4
−Removed: ( 73 ) ( 87 ) ( 195 ) ( 382 )
Equity in income on unconsolidated subsidiaries ( 11 )
−Removed: Total operating profit $ 1,434 $ 1,074 $ 4,271 $ 3,130
−Removed: 1 Revenue for Ratings and expenses for Market Intelligence include an intersegment royalty charged to Market Intelligence for the rights to use an d distribute content and data developed by Ratings.
−Removed: 2 Operating profit for the three and nine months ended September 30, 2024 includes a gain on disposition of $ 21 million and IHS Markit merger costs of $ 10 million and $ 30 million, respectively.
−Removed: Operating profit for the nine months ended September 30, 2024 includes employee severance charges of $ 35 million and a net acquisition-related benefit of $ 8 million.
−Removed: Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $ 19 million and $ 41 million, respectively, IHS Markit merger costs of $ 11 million and $ 36 million, respectively, and an asset write-off of $ 1 million.
−Removed: Operating profit for the nine months ended September 30, 2023 includes a gain on disposition of $ 46 million and an asset impairment of $ 5 million.
−Removed: Additionally, operating profit includes amortization of intangibles from acquisitions of $ 151 million and $ 140 million for the three months ended September 30, 2024 and 2023, respectively, and $ 439 million and $ 421 million for the nine months ended September 30, 2024 and 2023, respectively.
−Removed: 3 Operating profit for the three and nine months ended September 30, 2024 includes a statutorily required bonus accrual adjustment of $ 6 million.
−Removed: Operating profit for the nine months ended September 30, 2024 includes legal costs of $ 20 million and employee severance charges of $ 2 million.
−Removed: Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $ 2 million and $ 8 million, respectively.
−Removed: Additionally, operating profit includes amortization of intangibles from acquisitions of $ 2 million for the three months ended September 30, 2024 and 2023, and $ 11 million and $ 6 million for the nine months ended September 30, 2024 and 2023, respectively.
−Removed: 4 Operating profit for the three and nine months ended September 30, 2024 includes employee severance charges of $ 4 million and IHS Markit merger costs of $ 2 million and $ 12 million, respectively.
−Removed: Operating profit for the nine months ended September 30, 2024 includes an asset write-off of $ 1 million and disposition-related costs of $ 1 million.
−Removed: Operating profit for the three and nine months ended September 30, 2023 includes IHS Markit merger costs of $ 8 million and $ 28 million, respectively, and employee severance charges of $ 7 million and $ 23 million respectively.
−Removed: Additionally, operating profit includes amortization of intangibles from acquisitions of $ 32 million and $ 33 million for the three months ended September 30, 2024 and 2023, respectively, and $ 97 million and $ 99 million for the nine months ended September 30, 2024 and 2023, respectively.
−Removed: 5 Operating profit for the three and nine months ended September 30, 2024 includes IHS Markit merger costs of $ 1 million and $ 2 million, respectively.
−Removed: Operating profit for the nine months ended September 30, 2024 includes employee severance charges of $ 7 million and acquisition-related costs of $ 1 million.
−Removed: Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $ 3 million and $ 6 million, respectively, IHS Markit merger costs of $ 1 million and $ 2 million, respectively, and acquisition-related costs of $ 1 million and $ 2 million, respectively.
−Removed: Additionally, operating profit includes amortization of intangibles from acquisitions of $ 76 million for the three months ended September 30, 2024 and 2023, and $ 227 million and $ 226 million for the nine months ended September 30, 2024 and 2023, respectively.
−Removed: 6 Operating profit for the three and nine months ended September 30, 2024 includes IHS Markit merger costs of $ 1 million and $ 4 million, respectively.
−Removed: Operating profit for the nine months ended September 30, 2024 includes a loss on disposition of $ 1 million and employee severance charges of $ 1 million.
−Removed: Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $ 1 million and $ 4 million, respectively, and IHS Markit merger costs of $ 1 million and $ 3 million, respectively.
−Removed: Operating profit for the nine months ended September 30, 2023 includes a gain on disposition of $ 4 million.
−Removed: Additionally, operating profit includes amortization of intangibles from acquisitions of $ 9 million for the three months ended September 30, 2024 and 2023, and $ 27 million for the nine months ended September 30, 2024 and 2023.
−Removed: 7 As of May 2, 2023, we completed the sale of Engineering Solutions and the results are included through that date.
−Removed: Operating profit for the nine months ended September 30, 2023 includes amortization of intangibles from acquisitions of $ 1 million.
−Removed: 8 Corporate Unallocated expense for the three and nine months ended September 30, 2024 includes IHS Markit merger costs of $ 16 million and $ 54 million, respectively, acquisition-related costs of $ 2 million and $ 10 million, respectively, and an asset write-off of $ 1 million.
−Removed: Corporate Unallocated expense for the nine months ended September 30, 2024 includes disposition-related costs of $ 3 million, employee severance charges of $ 2 million, a gain on disposition of $ 2 million and recovery of lease-related costs of $ 1 million.
−Removed: Corporate Unallocated expense for the three and nine months ended September 30, 2023 includes IHS Markit merger costs of $ 37 million and $ 104 million, respectively, employee severance charges of $ 6 million and $ 20 million, respectively, disposition-related costs of $ 3 million and $ 19 million, respectively, and acquisition-related costs of $ 1 million and $ 3 million, respectively.
−Removed: Corporate Unallocated expense for the nine months ended September 30, 2023 includes a loss on disposition of $ 120 million and lease impairments of $ 15 million.
−Removed: Additionally, Corporate Unallocated expense includes amortization of intangibles from acquisitions of $ 1 million for the three months ended September 30, 2024, and $ 2 million for the nine months ended September 30, 2024 and 2023.
−Removed: 9 Equity in Income on Unconsolidated Subsidiaries includes amortization of intangibles from acquisitions of $ 14 million for the three months months ended September 30, 2024 and 2023, and $ 42 million for the nine months ended September 30, 2024 and 2023.
−Removed: The following table presents our revenue disaggregated by revenue type for the periods ended September 30:
−Removed: (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Engineering Solutions 1
−Removed: Intersegment Elimination 2
−Removed: Three Months Ended September 30, 2024
−Removed: Subscription $ 981 $ — $ 478 $ 331 $ 74 $ — $ — $ 1,864
−Removed: Non-subscription / Transaction 39 597 18 81 — — — 735
−Removed: Non-transaction — 513 — — — — ( 47 ) 466
−Removed: Asset-linked fees — — — — 266 — — 266
−Removed: Sales usage-based royalties — — 26 — 76 — — 102
−Removed: Recurring variable revenue 142 — — — — — — 142
−Removed: Total revenue $ 1,162 $ 1,110 $ 522 $ 412 $ 416 $ — $ ( 47 ) $ 3,575
−Removed: Timing of revenue recognition
−Removed: Services transferred at a point in time $ 39 $ 597 $ 18 $ 81 $ — $ — $ — $ 735
−Removed: Services transferred over time
+Added: Operating profit 1,578
+Added: Other expense, net 4
+Added: Interest expense, net 78
+Added: Income before taxes on income $ 1,496
+Added: (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Total
+Added: Revenue from external customers $ 1,139 $ 1,022 $ 559 $ 386 $ 385 $ 3,491
+Added: Intersegment revenue 1
3 40 — — 2 45
−Removed: Total revenue $ 1,162 $ 1,110 $ 522 $ 412 $ 416 $ — $ ( 47 ) $ 3,575
−Removed: (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Engineering Solutions 1
+Added: Revenue 1,142 1,062 559 386 387 3,536
Intersegment elimination ( 45 )
−Removed: Nine Months Ended September 30, 2024
−Removed: Subscription $ 2,893 $ — $ 1,387 $ 966 $ 218 $ — $ — $ 5,464
−Removed: Non-subscription / Transaction 136 1,804 133 232 — — — 2,305
−Removed: Non-transaction — 1,503 — — — — ( 138 ) 1,365
−Removed: Asset-linked fees — — — — 756 — — 756
−Removed: Sales usage-based royalties — — 77 — 219 — — 296
−Removed: Recurring variable revenue 430 — — — — — — 430
Total revenue 3,491
−Removed: Timing of revenue recognition
−Removed: Services transferred at a point in time $ 136 $ 1,804 $ 133 $ 232 $ — $ — $ — $ 2,305
−Removed: Services transferred over time
+Added: segment expenses 2
768 375 295 239 105 1,782
−Removed: Total revenue $ 3,459 $ 3,307 $ 1,597 $ 1,198 $ 1,193 $ — $ ( 138 ) $ 10,616
−Removed: (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Engineering Solutions 1
+Added: other segment items 3
+Added: 185 8 38 77 10 318
Intersegment elimination ( 45 )
−Removed: Three Months Ended September 30, 2023
+Added: Segment operating profit $ 189 $ 679 $ 226 $ 70 $ 272 $ 1,436
+Added: Corporate Unallocated expense 4
+Added: Equity in income on unconsolidated subsidiaries ( 6 )
+Added: Operating profit 1,385
+Added: Other income, net ( 9 )
+Added: Interest expense, net 78
+Added: Income before taxes on income $ 1,316
+Added: 1 Intersegment revenue primarily relates to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
+Added: 2 The segment expense category for Market Intelligence, Ratings, Commodity Insights, Mobility and Indices for 2025 and 2024 primarily include an aggregation of compensation costs, technology costs and strategic investments.
+Added: The CODM considers actual-to-actual and budget-to-actual variances when making decisions about allocating personnel and capital to the segments;
+Added: however, the CODM does not receive the individual expense items underlying the overall segment expenses.
+Added: Variance explanations include segment expenses including compensation costs, technology costs and strategic investments, but the CODM is otherwise not provided, and cannot easily calculate, lower-level expense information.
+Added: 3 In 2025, other segment items for each reportable segment primarily include amortization of intangibles from acquisitions and certain items primarily including employee severance charges, Executive Leadership Team transition costs and acquisition and disposition-related costs.
+Added: In 2024, other segment items for each reportable segment primarily include amortization of intangibles from acquisitions and certain items primarily including IHS Markit merger costs, employee severance charges and acquisition and disposition-related costs.
+Added: 4 Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses.
+Added: The following table presents our revenue disaggregated by revenue type for the three months ended March 31:
+Added: (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Intersegment Elimination 1
Subscription $ 993 $ — $ 486 $ 343 $ 76 $ — $ 1,898
8 unchanged sentences
Services transferred over time
+Added: 1,143 529 515 343 445 ( 48 ) 2,927
Total revenue $ 1,199 $ 1,149 $ 612 $ 420 $ 445 $ ( 48 ) $ 3,777
−Removed: (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Engineering Solutions 1
−Removed: Intersegment Elimination 2
−Removed: Nine Months Ended September 30, 2023
+Added: (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Intersegment Elimination 1
Subscription $ 947 $ — $ 450 $ 311 $ 70 $ — $ 1,778
9 unchanged sentences
Total revenue $ 1,142 $ 1,062 $ 559 $ 386 $ 387 $ ( 45 ) $ 3,491
−Removed: 1 As of May 2, 2023, we completed the sale of Engineering Solutions and the results are included through that date.
1 Intersegment eliminations primarily consists of a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
−Removed: The following provides revenue by geographic region for the periods ended September 30:
−Removed: (in millions) Three Months Nine Months
−Removed: 2024 2023 2024 2023
+Added: Segment information as of March 31, 2025 and December 31, 2024 is as follows:
+Added: (in millions) Total Assets
+Added: March 31, December 31,
+Added: Market Intelligence $ 29,035 $ 29,478
+Added: Ratings 1,234 1,056
+Added: Commodity Insights 8,753 8,636
+Added: Mobility 13,161 13,222
+Added: Indices 3,297 3,200
+Added: Total reportable segments 55,480 55,592
+Added: Total $ 59,889 $ 60,221
+Added: 1 Corporate assets consist principally of cash and cash equivalents, investments, goodwill and other intangible assets, assets for pension benefits and deferred income taxes.
+Added: The following provides revenue by geographic region for the three months ended March 31:
+Added: (in millions) 2025 2024
$ 2,342 $ 2,150
European region 849 776
−Removed: Asia 388 344 1,111 1,023
Rest of the world 204 209
Total $ 3,777 $ 3,491
−Removed: See Note 2 — Acquisitions and Divestitures and Note 10 — Restructuring for additional actions that impacted the segment operating results.
+Added: See Note 10 — Restructuring for additional actions that impacted the segment operating results.
Commitments and Contingencies
1 unchanged sentence
We have operating leases for office space and equipment.
−Removed: Our leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 15 years, and some of which include options to terminate the leases within 1 year.
+Added: Our leases have remaining lease terms of 1 year to 12 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases early.
We sublease certain real estate leases to third parties which mainly consist of operating leases for space within our offices.
4 unchanged sentences
As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
−Removed: The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of September 30, 2024 and December 31, 2023:
−Removed: (in millions) September 30, December 31,
+Added: The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of March 31, 2025 and December 31, 2024:
+Added: (in millions) March 31, December 31,
Balance Sheet Location 2025 2024
2 unchanged sentences
Lease liabilities — non-current Non-current lease liabilities 522 535
−Removed: The components of lease expense for the periods ended September 30 are as follows:
−Removed: (in millions) Three Months Nine Months
−Removed: 2024 2023 2024 2023
+Added: The components of lease expense for the three months ended March 31 are as follows:
+Added: (in millions) 2025 2024
Operating lease cost $ 31 $ 34
1 unchanged sentence
Total lease cost $ 28 $ 30
−Removed: Supplemental information related to leases for the periods ended September 30 are as follows:
−Removed: (in millions) Three Months Nine Months
−Removed: 2024 2023 2024 2023
+Added: Supplemental information related to leases for the three months ended March 31 are as follows:
+Added: (in millions) 2025 2024
Cash paid for amounts included in the measurement for operating lease liabilities
3 unchanged sentences
Weighted-average remaining lease term and discount rate for our operating leases are as follows:
−Removed: September 30, December 31,
+Added: March 31, December 31,
Weighted-average remaining lease term (years) 5.5 5.6
2 unchanged sentences
(in millions)
−Removed: 2024 (Excluding the nine months ended September 30, 2024)
+Added: 2025 (Excluding the three months ended March 31, 2025)
2030 and beyond 193
2 unchanged sentences
Present value of lease liabilities $ 634
+Added: As of March 31, 2025, the Company has certain lease agreements that have not yet commenced with total estimated future lease payments of $ 86 million which have been excluded from the table above.
+Added: These leases are expected to begin in the second quarter of 2025 and continue through the third quarter of 2038, with lease terms ranging from 6 years to 12 years.
Related Party Agreements
1 unchanged sentence
Under the terms of the License Agreement, S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group's equity index products.
−Removed: During the three and nine months ended September 30, 2024, S&P Dow Jones Indices LLC earned $ 50 million and $ 146 million, respectively, of revenue under the terms of the License Agreement.
−Removed: During the three and nine months ended September 30, 2023, S&P Dow Jones Indices LLC earned $ 43 million and $ 132 million, respectively, of revenue under the terms of the License Agreement.
+Added: During the three months ended March 31, 2025 and 2024, S&P Dow Jones Indices LLC earned $ 52 million and $ 48 million of revenue under the terms of the License Agreement.
The entire amount of this revenue is included in our consolidated statement of income and the portion related to the 27 % noncontrolling interest is removed in net income attributable to noncontrolling interests.
9 unchanged sentences
The Company does not expect to incur material losses as a result of these matters.
−Removed: Moreover, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities, antitrust matters and other matters, such as ESG.
−Removed: For example, as a nationally recognized statistical rating organization ("NRSRO") registered with the SEC under Section 15E of the Exchange Act, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws.
−Removed: On September 3, 2024, as part of an industry-wide investigation into off-channel communications by the SEC, S&P Global Ratings, and certain other NRSROs, reached a settlement to resolve violations of recordkeeping rules.
−Removed: This matter was previously disclosed by S&P Global.
−Removed: order, the SEC recognized S&P Global Ratings’ remedial acts and its cooperation with the SEC staff.
−Removed: As part of the resolution, S&P Global Ratings paid a penalty of $ 20 million.
−Removed: S&P Global previously accrued that amount in its consolidated financial statements for the second quarter of 2024.
+Added: Moreover, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to our regulated products and services, antitrust matters and other matters, such as ESG.
+Added: For example, as a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Exchange Act, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws.
Although S&P Global seeks to promptly address any compliance issues that it detects or that the staff of the SEC or another regulator raises, there can be no assurance that the SEC or another regulator will not seek remedies against S&P Global for one or more compliance deficiencies.
4 unchanged sentences
Recently Issued or Adopted Accounting Standards
−Removed: In December of 2023, the Financial Accounting Standards Board (“FASB”) issued accounting guidance that expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S.
+Added: 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.
+Added: 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.
+Added: We are currently evaluating the impact of this guidance on the Company’s disclosures.
+Added: In December of 2023, the FASB issued accounting guidance that expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S.
and foreign jurisdictions.
1 unchanged sentence
We are currently evaluating the impact of this guidance on the Company’s disclosures.
−Removed: In November of 2023, the FASB issued accounting guidance that expands reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.
−Removed: The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: The amendments should be applied retrospectively to all prior periods presented in the financial statements.
−Removed: We are currently evaluating the impact of this guidance on the Company’s disclosures.
−Removed: 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.
−Removed: The new guidance provides optional expedients and exceptions to transactions affected by reference rate reform if certain criteria are met.
−Removed: The transactions primarily include (1) contract modifications, (2) hedging relationships, and (3) sale or transfer of debt securities classified as held-to-maturity.
−Removed: In December of 2022, the FASB amended its guidance to defer the sunset date from December 31, 2022 to December 31, 2024.
−Removed: 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.
−Removed: We do not expect this guidance to have a significant impact on our consolidated financial statements.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.