S&P Global Inc. 10-Q

Item 1. Financial Statements S&P Global Inc. Consolidated Statements of Income (Unaudited) (in millions, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Revenue $ 3,888 $ 3,575 $ 11,420 $ 10,616 Expenses: Operating-related expenses 1,121 1,065 3,393 3,254 Selling and general expenses 805 815 2,372 2,270 Depreciation 28 22 79 70 Amortization of intangibles 266 271 803 803 Total expenses 2,220 2,173 6,647 6,397 Gain on dispositions — ( 21 ) ( 3 ) ( 21 ) Equity in income on unconsolidated subsidiaries ( 7 ) ( 11 ) ( 28 ) ( 31 ) Operating profit 1,675 1,434 4,804 4,271 Other income, net ( 2 ) 2 ( 25 ) ( 10 ) Interest expense, net 79 72 233 227 Income before taxes on income 1,598 1,360 4,596 4,054 Provision for taxes on income 333 313 1,000 854 Net income 1,265 1,047 3,596 3,200 Less: net income attributable to noncontrolling interests ( 89 ) ( 76 ) ( 259 ) ( 228 ) Net income attributable to S&P Global Inc. $ 1,176 $ 971 $ 3,337 $ 2,972 Earnings per share attributable to S&P Global Inc. common shareholders: Net income: Basic $ 3.86 $ 3.12 $ 10.91 $ 9.51 Diluted $ 3.86 $ 3.11 $ 10.90 $ 9.50 Weighted-average number of common shares outstanding: Basic 304.3 311.2 305.8 312.6 Diluted 304.5 311.5 306.1 312.9 Actual shares outstanding at period end 303.4 310.3 See accompanying notes to the unaudited consolidated financial statements. 4 S&P Global Inc. Consolidated Statements of Comprehensive Income (Unaudited) (in millions) Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Net income $ 1,265 $ 1,047 $ 3,596 $ 3,200 Other comprehensive income: Foreign currency translation adjustments 14 98 ( 5 ) 20 Income tax effect ( 8 ) 26 95 15 6 124 90 35 Pension and other postretirement benefit plans 1 1 ( 1 ) ( 4 ) Income tax effect — — 1 2 1 1 — ( 2 ) Unrealized gain on cash flow hedges ( 12 ) — ( 7 ) 19 Income tax effect 2 — 2 ( 3 ) ( 10 ) — ( 5 ) 16 Comprehensive income 1,262 1,172 3,681 3,249 Less: comprehensive income attributable to nonredeemable noncontrolling interests ( 7 ) ( 7 ) ( 24 ) ( 20 ) Less: comprehensive income attributable to redeemable noncontrolling interests ( 82 ) ( 69 ) ( 235 ) ( 208 ) Comprehensive income attributable to S&P Global Inc. $ 1,173 $ 1,096 $ 3,422 $ 3,021 See accompanying notes to the unaudited consolidated financial statements. 5 S&P Global Inc. Consolidated Balance Sheets (in millions) September 30, 2025 December 31, 2024 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 1,672 $ 1,666 Restricted cash — — Accounts receivable, net of allowance for doubtful accounts: 2025 - $ 45 ; 2024 - $ 44 2,856 2,867 Prepaid and other current assets 926 926 Assets held for sale 200 — Total current assets 5,654 5,459 Property and equipment, net of accumulated depreciation: 2025 - $ 843 ; 2024 - $ 823 270 265 Right of use assets 384 413 Goodwill 34,921 34,917 Other intangible assets, net 15,809 16,556 Equity investments in unconsolidated subsidiaries 1,874 1,774 Other non-current assets 837 837 Total assets $ 59,749 $ 60,221 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 418 $ 553 Accrued compensation and contributions to retirement plans 714 1,073 Short-term debt 3 4 Income taxes currently payable 197 199 Unearned revenue 3,627 3,694 Other current liabilities 799 869 Liabilities held for sale 45 — Total current liabilities 5,803 6,392 Long-term debt 11,382 11,394 Lease liabilities — non-current 481 535 Pension and other postretirement benefits 187 180 Deferred tax liability — non-current 3,031 3,397 Other non-current liabilities 1,167 815 Total liabilities 22,051 22,713 Redeemable noncontrolling interests (Note 8) 4,460 4,252 Commitments and contingencies (Note 12) Equity: Common stock, $ 1 par value: authorized - 600 million shares; issued - 2025 and 2024 415 million shares 415 415 Additional paid-in capital 44,352 44,321 Retained income 23,288 20,977 Accumulated other comprehensive loss ( 798 ) ( 883 ) Less: common stock in treasury ( 34,124 ) ( 31,671 ) Total equity — controlling interests 33,133 33,159 Total equity — noncontrolling interests 105 97 Total equity 33,238 33,256 Total liabilities and equity $ 59,749 $ 60,221 See accompanying notes to the unaudited consolidated financial statements. 6 S&P Global Inc. Consolidated Statements of Cash Flows (Unaudited) (in millions) Nine Months Ended September 30, 2025 2024 Operating Activities: Net income $ 3,596 $ 3,200 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 79 70 Amortization of intangibles 803 803 Provision for losses on accounts receivable 28 36 Deferred income taxes ( 287 ) ( 271 ) Stock-based compensation 167 177 Gain on dispositions ( 3 ) ( 21 ) Other 204 ( 15 ) Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable ( 31 ) 188 Prepaid and other current assets 72 ( 14 ) Accounts payable and accrued expenses ( 493 ) ( 131 ) Unearned revenue ( 68 ) ( 209 ) Other current liabilities ( 176 ) ( 399 ) Net change in prepaid/accrued income taxes 86 314 Net change in other assets and liabilities ( 74 ) 221 Cash provided by operating activities 3,903 3,949 Investing Activities: Capital expenditures ( 149 ) ( 91 ) Acquisitions, net of cash acquired ( 50 ) ( 264 ) Proceeds from dispositions, net 19 94 Changes in short-term investments ( 52 ) ( 1 ) Cash used for investing activities ( 232 ) ( 262 ) Financing Activities: Payments on senior notes ( 4 ) ( 47 ) Dividends paid to shareholders ( 880 ) ( 854 ) Distributions to noncontrolling interest holders ( 234 ) ( 213 ) Contingent consideration payments ( 8 ) ( 107 ) Repurchase of treasury shares ( 2,501 ) ( 2,001 ) Employee withholding tax on share-based payments, excise tax payments on share repurchases and other ( 101 ) ( 58 ) Cash used for financing activities ( 3,728 ) ( 3,280 ) Effect of exchange rate changes on cash 63 ( 1 ) Net change in cash, cash equivalents, and restricted cash 6 406 Cash, cash equivalents, and restricted cash at beginning of period 1,666 1,291 Cash, cash equivalents, and restricted cash at end of period $ 1,672 $ 1,697 See accompanying notes to the unaudited consolidated financial statements. 7 S&P Global Inc. Consolidated Statements of Equity (Unaudited) Three Months Ended September 30, 2025 (in millions) Common Stock $ 1 par Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity Balance as of June 30, 2025 $ 415 $ 44,392 $ 22,402 $ ( 795 ) $ 33,024 $ 33,390 $ 106 $ 33,496 Comprehensive income 1 1,176 ( 3 ) 1,173 7 1,180 Dividends (Dividend declared per common share — $ 0.96 per share) ( 291 ) ( 291 ) ( 4 ) ( 295 ) Share repurchases, including excise tax ( 110 ) 1,101 ( 1,211 ) ( 1,211 ) Employee stock plans 70 ( 1 ) 71 71 Change in redemption value of redeemable noncontrolling interests 1 1 1 Other — ( 4 ) ( 4 ) Balance as of September 30, 2025 $ 415 $ 44,352 $ 23,288 $ ( 798 ) $ 34,124 $ 33,133 $ 105 $ 33,238 Three Months Ended September 30, 2024 (in millions) Common Stock $ 1 par Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity Balance as of June 30, 2024 $ 415 $ 44,407 $ 19,957 $ ( 839 ) $ 29,059 $ 34,881 $ 89 $ 34,970 Comprehensive income 1 971 125 1,096 7 1,103 Dividends (Dividend declared per common share — $ 0.91 per share) ( 283 ) ( 283 ) ( 2 ) ( 285 ) Share repurchases, including excise tax ( 225 ) 1,288 ( 1,513 ) ( 1,513 ) Employee stock plans 91 ( 1 ) 92 92 Change in redemption value of redeemable noncontrolling interests ( 281 ) ( 281 ) ( 281 ) Balance as of September 30, 2024 $ 415 $ 44,273 $ 20,364 $ ( 714 ) $ 30,346 $ 33,992 $ 94 $ 34,086 8 Nine Months Ended September 30, 2025 (in millions) Common Stock $ 1 par Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity Balance as of December 31, 2024 $ 415 $ 44,321 $ 20,977 $ ( 883 ) $ 31,671 $ 33,159 $ 97 $ 33,256 Comprehensive income 1 3,337 85 3,422 24 3,446 Dividends (Dividend declared per common share — $ 2.88 per share) ( 880 ) ( 880 ) ( 14 ) ( 894 ) Share repurchases, including excise tax ( 45 ) 2,480 ( 2,525 ) ( 2,525 ) Employee stock plans 76 ( 27 ) 103 103 Change in redemption value of redeemable noncontrolling interests ( 146 ) ( 146 ) ( 146 ) Other — ( 2 ) ( 2 ) Balance as of September 30, 2025 $ 415 $ 44,352 $ 23,288 $ ( 798 ) $ 34,124 $ 33,133 $ 105 $ 33,238 Nine Months Ended September 30, 2024 (in millions) Common Stock $ 1 par Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity Balance as of December 31, 2023 $ 415 $ 44,231 $ 18,728 $ ( 763 ) $ 28,411 $ 34,200 $ 100 $ 34,300 Comprehensive income 1 2,972 49 3,021 20 3,041 Dividends (Dividend declared per common share — $ 2.73 per share) ( 854 ) ( 854 ) ( 14 ) ( 868 ) Share repurchases, including excise tax ( 30 ) 1,989 ( 2,019 ) ( 2,019 ) Employee stock plans 72 ( 54 ) 126 126 Change in redemption value of redeemable noncontrolling interests ( 482 ) ( 482 ) ( 482 ) Other — ( 12 ) ( 12 ) Balance as of September 30, 2024 $ 415 $ 44,273 $ 20,364 $ ( 714 ) $ 30,346 $ 33,992 $ 94 $ 34,086 1 Excludes comprehensive income of $ 82 million and $ 69 million for the three months ended September 30, 2025 and 2024, respectively, and $ 235 million and $ 208 million for the nine months ended September 30, 2025 and 2024, respectively, attributable to our redeemable noncontrolling interests. See accompanying notes to the unaudited consolidated financial statements. 9 S&P Global Inc. Notes to the Consolidated Financial Statements (Unaudited) 1. Nature of Operations and Basis of Presentation S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) is a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets. Our operations consist of five reportable segments: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Commodity Insights (“Commodity Insights”), S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”). • Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions. • Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks. • Commodity Insights is a leading independent provider of information and benchmark prices for the commodity and energy markets. • Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies. • Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors. On April 29, 2025, we announced that our Board of Directors decided to pursue a full separation of our Mobility segment, creating a new publicly traded company. The transaction, which would be implemented through the spin-off of shares of the new company to S&P Global shareholders, is expected to be tax-free for U.S. federal income tax purposes for S&P Global shareholders and is expected to be completed over the 12 to 18 months from its announcement, 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. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. 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”). 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. The operating results for the three and nine months ended September 30, 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. Since the date of our Form 10-K, there have been no material changes to our critical accounting policies and estimates. Restricted Cash We had restricted cash of less than $1 million included in our consolidated balance sheets as of September 30, 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. As of September 30, 2025 and December 31, 2024, contract assets were $ 81 million and $ 69 million, respectively, and are included in accounts receivable in our consolidated balance sheets. 10 Unearned Revenue We record unearned revenue when cash payments are received in advance of our performance. The increase in the unearned revenue balance at September 30, 2025 compared to December 31, 2024 is primarily driven by cash payments received in advance of satisfying our performance obligations, offset by $ 3.2 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period. Remaining Performance Obligations Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. As of September 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.9 billion. We expect to recognize revenue on approximately fifty-five percent and eighty percent of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter. We do not disclose the value of unfulfilled performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts where revenue is a usage-based royalty promised in exchange for a license of intellectual property. Costs to Obtain Contracts We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that the costs associated with certain sales commission programs are incremental to the costs to obtain contracts with customers and therefore meet the criteria to be capitalized. Total capitalized costs to obtain contracts were $ 314 million and $ 291 million as of September 30, 2025 and December 31, 2024, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets. The capitalized asset will be amortized over a period consistent with the transfer to the customer of the goods or services to which the asset relates, calculated based on the customer term and the average life of the products and services underlying the contracts which has been determined to be approximately 2 to 5 years. The expense is recorded within selling and general expenses. We expense sales commissions when incurred if the benefit of those costs is one year or less. These costs are recorded within selling and general expenses. Equity in Income on Unconsolidated Subsidiaries As of September 30, 2025, the Company holds an investment in a 50 / 50 joint venture arrangement with shared control with CME Group that combines each company’s post-trade services into a joint venture, OSTTRA. The joint venture provides trade processing and risk mitigation operations and incorporates CME Group’s optimization businesses (Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business. The combination is intended to increase operating efficiencies of both the company's business to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes. Our share of earnings or losses are recognized in Equity in income on unconsolidated subsidiaries in our consolidated statements of income. On October 10, 2025, the Company and CME Group completed the sale of OSTTRA to Kohlberg Kravis Roberts & Co. (“KKR”), a leading global investment firm. The terms of the deal for OSTTRA equaled total enterprise value at $ 3.1 billion, subject to customary purchase price adjustments, which will be divided evenly between the Company and CME Group pursuant to the 50 / 50 joint venture. We received proceeds from the sale of $ 1.5 billion in cash, subject to purchase price adjustments, which we expect to result in approximately $ 1.4 billion of after-tax proceeds. We anticipate the sale to result in a pre-tax gain of approximately $ 270 million ($ 180 million after-tax) for the Company, including the impact of accumulated other comprehensive income related to our investment. 11 Other Income, net The components of other income, net for the periods ended September 30 are as follows: (in millions) Three Months Nine Months 2025 2024 2025 2024 Other components of net periodic benefit cost $ ( 5 ) $ ( 5 ) $ ( 17 ) $ ( 17 ) Net loss (gain) from investments 3 7 ( 8 ) 7 Other income, net $ ( 2 ) $ 2 $ ( 25 ) $ ( 10 ) 2. Acquisitions and Divestitures On October 15, 2025, we entered into an agreement to acquire With Intelligence from Motive Partners for $ 1.8 billion. With Intelligence is expected to be integrated into our Market Intelligence segment. Combining With Intelligence's proprietary data, benchmarks and workflow solutions with S&P Global’s trusted expertise and brand in private markets intelligence and analytics, the company will create one of the most comprehensive data offerings for alternatives and private markets participants. The transaction is expected to close in 2025, or early 2026, subject to customary closing conditions, including receipt of certain regulatory approvals. On September 24, 2025, Crisil, included within our Ratings segment, agreed to acquire McKinsey PriceMetrix Co., a leading provider of performance benchmarking and data-driven insights for the wealth management industry. This acquisition expands Crisil’s benchmarking offerings across the Wealth Management value chain. The transaction is expected to be completed over the coming months, subject to customary closing conditions. The proposed acquisition is not expected to be material to our consolidated financial statements. On April 24, 2025, we entered into an agreement to acquire the Automatic Identification System (AIS) data services business of ORBCOMM Inc. The AIS business is a leading provider of satellite data services used to track and monitor vessels, enhancing maritime visibility and delivering critical insights that support business intelligence and decision-making for government and commercial clients worldwide. The AIS business is expected to be integrated within our Market Intelligence segment. We also expect to enter into a strategic alliance with ORBCOMM. 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. The proposed acquisition is subject to customary closing conditions, including receipt of certain regulatory approvals and is expected to close during 2025. The proposed acquisition is not expected to be material to our consolidated financial statements. Acquisitions 2025 On October 1, 2025, we completed the acquisition of ARC Research, a subsidiary of ARC Group, the leading independent provider of investment performance data, benchmarking capabilities and insights in the private wealth market. The acquisition is part of our Indices segment and expands our capabilities to deliver innovative, high-quality benchmarks and data solutions tailored to the evolving needs of wealth managers, private banks, and financial advisers. The acquisition of ARC Research is not expected to be material to our consolidated financial statements. On June 6, 2025, we completed the acquisition of TeraHelix, a privately held financial technology firm. TeraHelix helps solve complex, enterprise-scale data challenges by providing frameworks that structure data models for smooth interoperability across platforms, systems and storage architectures. This acquisition is part of our Market Intelligence segment and strengthens our customer-centric approach to data, technology, and AI by meaningfully enhancing the ability to link datasets across classes and platforms. The acquisition of TeraHelix is not material to our consolidated financial statements. 2024 On May 1, 2024, we completed the acquisition of Visible Alpha, the financial technology provider of deep industry and segment consensus data creating a premium offering of fundamental investment research capabilities on Market Intelligence’s Capital IQ Pro platform. The acquisition is part of our Market Intelligence segment and further enhances the depth and breadth 12 of the overall Visible Alpha and S&P Capital IQ Pro offering. The acquisition of Visible Alpha is not material to our consolidated financial statements. On May 14, 2024, we completed the acquisition of World Hydrogen Leaders, a globally-recognized portfolio of hydrogen related conferences and events, digital training and market intelligence. The acquisition is part of our Commodity Insight’s segment and complements Commodity Insights global conference business and provides customers with full coverage of the hydrogen and derivative value chain alongside Energy Transition and Sustainability solutions, including hydrogen price assessments, emission factors and market research. The acquisition of World Hydrogen Leaders is not material to our consolidated financial statements. Divestitures 2025 During the nine months ended September 30, 2025 , we did not complete any material dispositions. 2024 On August 15, 2024, we completed the sale of Fincentric, formerly known as Markit Digital. This sale followed our announced intent to explore strategic opportunities for Fincentric in February of 2024. Fincentric was S&P Global’s premier digital solutions provider focused on developing mobile applications and websites for retail brokerages and other financial institutions. Fincentric specializes in designing cutting-edge financial data visualizations, interfaces and investor experiences. Fincentric was acquired by S&P Global through the merger with IHS Markit and was part of our Market Intelligence segment. During the nine months ended September 30, 2025 , we recorded a pre-tax gain of $ 3 million ($ 2 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Fincentric in August of 2024. 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 on dispositions in the consolidated statement of income related to the sale of Fincentric in our Market Intelligence segment. Assets and Liabilities Held for Sale The components of assets and liabilities held for sale in the consolidated balance sheets consist of the following: (in millions) September 30, December 31, 2025 2024 Accounts Receivable, net $ 37 $ — Prepaid and other current assets 1 — Property and equipment 8 Goodwill 141 — Other non current assets 13 — Assets held for sale $ 200 $ — Accounts payable $ 9 $ — Unearned revenue 36 — Liabilities held for sale $ 45 $ — 1 Assets and liabilities held for sale as of September 30, 2025 relate to the anticipated divestitures of the Enterprise Data Management and Thinkfolio businesses within our Market Intelligence segment. Additionally, assets held for sale include fixed assets related to our intent to sell our facility in Centennial, Colorado. The operating profit (loss) of our businesses that were held for sale or disposed of for the periods ended September 30 is as follows: Three Months Nine Months (in millions) 2025 2024 2025 2024 Operating profit (loss) 1 $ 11 $ 8 $ 28 $ 21 1 The operating profit (loss) presented includes the revenue and recurring direct expenses associated with businesses disposed of or held for sale. 13 3. Income Taxes The effective income tax rate was 20.8 % and 21.8 % for the three and nine months ended September 30, 2025, respectively, and 23.0 % and 21.1 % for the three and nine months ended September 30, 2024, respectively. The higher rate for the three months ended September 30, 2024 was primarily due to the tax charge on divestitures and change in the profit mix. The lower rate for the nine months ended September 30, 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. 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. As of September 30, 2025 and December 31, 2024, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 357 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. As of September 30, 2025 and December 31, 2024, we had $ 93 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 $ 12 million in the next twelve months as a result of the resolution of local tax examinations. On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, as well as modifying certain international tax provisions. We do not anticipate a material impact to our 2025 financial statements as a result of the enacted OBBBA provisions. The Organization for Economic Co-operation and Development (“OECD”) introduced an international tax framework under Pillar Two which includes a global minimum tax of 15%. This framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024, and many other jurisdictions, including jurisdictions in which we operate, are in the process of implementing it. The effect of enacted Pillar Two taxes has been included in the results disclosed and did not have a significant impact on our consolidated financial statements. In June 2025, G7 reached an agreement with the U.S. regarding the application of the OECD global minimum tax rules to U.S. companies, which would exempt U.S. companies from OECD’s global minimum tax rules, and in return the U.S. withdrew proposed section 899 from OBBBA, which would have imposed retaliatory taxes on non-U.S. businesses. We are continuing to monitor implementation dates of this agreement and will be evaluating the impact on our financial statements once more details are available. 14 4. Debt A summary of short-term and long-term debt outstanding is as follows: (in millions) September 30, 2025 December 31, 2024 4.75 % Senior Notes, due 2025 1 — 4 4.0 % Senior Notes, due 2026 2 3 3 2.95 % Senior Notes, due 2027 3 499 498 2.45 % Senior Notes, due 2027 4 1,245 1,243 4.75 % Senior Notes, due 2028 5 788 797 4.25 % Senior Notes, due 2029 6 995 1,004 2.5 % Senior Notes, due 2029 7 498 497 2.70 % Sustainability-Linked Senior Notes, due 2029 8 1,240 1,238 1.25 % Senior Notes, due 2030 9 596 595 2.90 % Senior Notes, due 2032 10 1,479 1,477 5.25 % Senior Notes, due 2033 11 744 744 6.55 % Senior Notes, due 2037 12 291 291 4.5 % Senior Notes, due 2048 13 273 273 3.25 % Senior Notes, due 2049 14 590 590 3.70 % Senior Notes, due 2052 15 975 975 2.3 % Senior Notes, due 2060 16 683 683 3.9 % Senior Notes, due 2062 17 486 486 Total debt 11,385 11,398 Less: short-term debt including current maturities 3 4 Long-term debt $ 11,382 $ 11,394 1 We made a $ 4 million repayment of our 4.75 % senior notes in the first quarter of 2025. 2 Interest payments are due semiannually on March 1 and September 1. 3 Interest payments are due semiannually on January 22 and July 22, and as of September 30, 2025, the unamortized debt discount and issuance costs total $ 1 million. 4 Interest payments are due semiannually on March 1 and September 1 and as of September 30, 2025, the unamortized debt discount and issuance costs total $ 5 million. 5 Interest payments are due semiannually on February 1 and August 1. 6 Interest payments are due semiannually on May 1 and November 1. 7 Interest payments are due semiannually on June 1 and December 1, and as of September 30, 2025, the unamortized debt discount and issuance costs total $ 2 million. 8 Interest payments are due semiannually on March 1 and September 1 and as of September 30, 2025, the unamortized debt discount and issuance costs total $ 10 million. 9 Interest payments are due semiannually on February 15 and August 15, and as of September 30, 2025, the unamortized debt discount and issuance costs total $ 4 million. 10 Interest payments are due semiannually on March 1 and September 1 and as of September 30, 2025, the unamortized debt discount and issuance costs total $ 21 million. 11 Interest payments are due semiannually on March 15 and September 15, and as of September 30, 2025, the unamortized debt discount and issuance costs total $ 6 million. 12 Interest payments are due semiannually on May 15 and November 15, and as of September 30, 2025, the unamortized debt discount and issuance costs total $ 2 million. 13 Interest payments are due semiannually on May 15 and November 15, and as of September 30, 2025, the unamortized debt discount and issuance costs total $ 10 million. 15 14 Interest payments are due semiannually on June 1 and December 1, and as of September 30, 2025, the unamortized debt discount and issuance costs total $ 10 million. 15 Interest payments are d ue semiannually on March 1 and September 1 and as of September 30, 2025, the unamortized debt discount and issuance costs total $ 25 million. 16 Interest payments are due semiannually on February 15 and August 1 5, and as of September 30, 2025, the unamortized debt discount and issuance costs total $ 17 million. 17 Interest payments are due semiannually on March 1 and September 1 and as of September 30, 2025, the unamortized debt discount and issuance costs total $ 14 million. The fair value of our total debt borrowings was $ 10.4 billion an d $ 10.0 billion as of September 30, 2025 and December 31, 2024, respectively, and was estimated based on quoted market prices. We have the ability to borrow a total of $ 2.0 billion through our commercial paper program, which is supported by our $ 2.0 billion five-year credit agreement (our “credit facility”) that will terminate on December 17, 2029. As of September 30, 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. We currently pay a commitment fee of 8 basis points. There will be no sustainability pricing adjustment to our commitment fees or our margins under the credit facility for the approximately year-long period beginning April 7, 2025 as a result of our emissions performance for the year ended December 31, 2024. The credit facility contains customary affirmative and negative covenants and customary events of default. The occurrence of an event of default could result in an acceleration of the obligations under the credit facility. T he only financial covenant in our credit facility is a requirement that our indebtedness to cash flow ratio, as defined in our credit facility, is not greater than 4 to 1, and this ratio has never been exceeded. 5. Derivative Instruments Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of September 30, 2025 and December 31, 2024, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates. As of September 30, 2025 and December 31, 2024, we held cross currency swap contracts to hedge a portion of our net investment in foreign subsidiaries against volatility in foreign exchange rates. These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We do not enter into any derivative financial instruments for speculative purposes. Undesignated Derivative Instruments During the nine months ended September 30, 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. As of September 30, 2025 and December 31, 2024, the aggregate notional value of these outstanding forward contracts was $ 672 million and 2.3 billion, respectively. The changes in fair value of these forward contracts are recorded in prepaid and other assets or other current liabilities in the consolidated balance sheets with their corresponding change in fair value recognized in selling and general expenses in the consolidated statements of income. The amount recorded in prepaid and other current assets was $ 12 million as of September 30, 2025. The amount recorded in other current liabilities was $ 9 million and $ 42 million as of September 30, 2025 and December 31, 2024, respectively. The amount recorded in selling and general expense related to these contracts was a net loss of $ 2 million and a net gain of $ 158 million for the three and nine months ended September 30, 2025, respectively, and a net gain of $ 100 million and $ 54 million for the three and nine months ended September 30, 2024, respectively. Net Investment Hedges As of September 30, 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. dollar exchange rate. These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2029, 2030, 2032 and 2033. The notional 16 value of our outstanding cross currency swaps designated as a net investment hedge was $ 3.5 billion as of September 30, 2025 and December 31, 2024. The changes in the fair value of these swaps are recognized in foreign currency translation adjustments, a component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold, liquidated or substantially liquidated. We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates. Accordingly, amounts related to the cross currency swaps recognized directly in net income represent net periodic interest settlements and accruals, which are recognized in interest expense, net. We recognized net interest income of $ 10 million and $ 35 million for the three and nine months ended September 30, 2025, respectively, and net interest income of $ 11 million and $ 27 million for the three and nine months ended September 30, 2024, respectively. Cash Flow Hedges Foreign Exchange Forward Contracts During the nine months ended September 30, 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 third 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. As of September 30, 2025, we estimate that $ 4 million of pre-tax loss related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months. As of September 30, 2025 and December 31, 2024, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 606 million and $ 539 million, respectively. Interest Rate Swaps 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. We performed a final effectiveness test upon the termination of each swap, and the effective portion of the gain of $ 155 million was recorded in accumulated other comprehensive loss in our consolidated balance sheet. The gain will be recognized into interest expense, net over the term which related interest payments will be made when we enter into anticipated future debt refinancing. The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of September 30, 2025 and December 31, 2024: (in millions) September 30, December 31, Balance Sheet Location 2025 2024 Derivatives designated as cash flow hedges: Prepaid and other current assets Foreign exchange forward contracts $ 5 $ 4 Other current liabilities Foreign exchange forward contracts $ 13 $ 5 Derivatives designated as net investment hedges: Other non-current assets Cross currency swaps $ — $ 58 Other non-current liabilities Cross currency swaps $ 327 $ 2 The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedges for the periods ended September 30: Three Months 17 (in millions) Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion) Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) 2025 2024 2025 2024 Cash flow hedges - designated as hedging instruments Foreign exchange forward contracts $ ( 12 ) $ — Revenue, Selling and general expenses $ 1 $ 3 Interest rate swap contracts $ — $ — Interest expense, net $ — $ — Net investment hedges - designated as hedging instruments Cross currency swaps $ 33 $ ( 104 ) Interest expense, net $ ( 1 ) $ ( 1 ) Nine Months (in millions) Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion) Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) 2025 2024 2025 2024 Cash flow hedges - designated as hedging instruments Foreign exchange forward contracts $ ( 7 ) $ ( 1 ) Revenue, Selling and general expenses $ 5 $ 8 Interest rate swap contracts $ — $ 20 Interest expense, net $ — $ — Net investment hedges - designated as hedging instruments Cross currency swaps $ ( 386 ) $ ( 58 ) Interest expense, net $ ( 3 ) $ ( 3 ) The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the periods ended September 30: 18 (in millions) Three Months Nine Months 2025 2024 2025 2024 Cash Flow Hedges Foreign exchange forward contracts Net unrealized gains on cash flow hedges, net of taxes, beginning of period $ 4 $ 5 $ 1 $ 5 Change in fair value, net of tax ( 8 ) 3 ( 1 ) 8 Reclassification into earnings, net of tax ( 1 ) ( 3 ) ( 5 ) ( 8 ) Net unrealized (losses) gains on cash flow hedges, net of taxes, end of period $ ( 5 ) $ 5 $ ( 5 ) $ 5 Interest rate swap contracts Net unrealized gains on cash flow hedges, net of taxes, beginning of period $ 99 $ 100 $ 99 $ 84 Change in fair value, net of tax — — — 16 Reclassification into earnings, net of tax — — — — Net unrealized gains on cash flow hedges, net of taxes, end of period $ 99 $ 100 $ 99 $ 100 Net Investment Hedges Net unrealized gains (losses) on net investment hedges, net of taxes, beginning of period $ ( 283 ) $ 14 $ 33 $ ( 21 ) Change in fair value, net of tax 24 ( 79 ) ( 294 ) ( 46 ) Reclassification into earnings, net of tax 1 1 3 3 Net unrealized losses on net investment hedges, net of taxes, end of period $ ( 258 ) $ ( 64 ) $ ( 258 ) $ ( 64 ) 6. Employee Benefits We maintain a number of active defined contribution retirement plans for our employees. The majority of our defined benefit plans are frozen. As a result, no new employees will be permitted to enter these plans and no additional benefits for current participants in the frozen plans will be accrued. We also have supplemental benefit plans that provide senior management with supplemental retirement, disability and death benefits. Certain supplemental retirement benefits are based on final monthly earnings. In addition, we sponsor a voluntary 401(k) plan under which we make a non-elective contribution and may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees’ compensation to the employees’ accounts. We also provide certain medical, dental and life insurance benefits for active employees and eligible dependents. The medical and dental plans and supplemental life insurance plan are contributory, while the basic life insurance plan is noncontributory. We currently do not prefund any of these plans. We recognize the funded status of our retirement and postretirement plans in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. The amounts in accumulated other comprehensive loss represent net unrecognized actuarial losses and unrecognized prior service costs. These amounts will be subsequently recognized as net periodic pension cost pursuant to our accounting policy for amortizing such amounts. Net periodic benefit cost for our retirement and postretirement plans other than the service cost component are included in other income, net in our consolidated statements of income. 19 The components of net periodic benefit cost for our retirement plans and postretirement plans for the periods ended September 30 are as follows: (in millions) Three Months Nine Months 2025 2024 2025 2024 Service cost $ — $ — $ 1 $ 1 Interest cost 18 18 53 53 Expected return on assets ( 24 ) ( 24 ) ( 73 ) ( 73 ) Amortization of prior service credit / actuarial loss 1 1 3 3 Net periodic benefit cost $ ( 5 ) $ ( 5 ) $ ( 16 ) $ ( 16 ) 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, 2025 and 2024. 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. The effect of the assumption changes on retirement and postretirement expense for the three and nine months ended September 30, 2025 did not have a material impact to our financial position, results of operations or cash flows. In the first nine months of 2025, 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. 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 2025. 7. 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. For the nine months ended September 30, 2025 and 2024, total stock-based compensation expense related to restricted stock and other stock-based awards was $ 167 million and $ 177 million, respectively. During the nine months ended September 30, 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 $ 527.44 per share. Total unrecognized compensation expense related to unvested equity awards as of September 30, 2025 was $ 232 million, which is expected to be recognized over a weighted average period of 1.2 years. 8. Equity Dividends 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. Stock Repurchases On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9 % of the total shares of our outstanding common stock at that time. Our purchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. As of September 30, 2025, 7.4 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. We have entered into accelerated share repurchase (“ASR”) agreements with financial institutions to initiate share repurchases of our common stock. Under an ASR agreement, we pay a specified amount to the financial institution and receive an initial delivery of shares. Upon settlement of the ASR agreement, the financial institution typically delivers additional shares. The total number of shares ultimately delivered, and therefore the average price paid per share, is determined at the end of the 20 applicable purchase period of each ASR agreement based on the volume weighted-average share price, less a discount. We account for our ASR agreements as two transactions: a stock purchase transaction and a forward stock purchase contract. The shares delivered under the ASR agreements resulted in a reduction of outstanding shares used to determine our weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share. The repurchased shares are held in Treasury. The forward stock purchase contracts are classified as equity instruments. Effective January 1, 2023, the Inflation Reduction Act of 2022 has mandated a 1% excise tax on share repurchases. Excise tax obligations that result from the Company’s share repurchases are accounted for as a cost of the treasury stock transaction, and are included in other current liabilities on our consolidated balance sheets. The amount recorded in other current liabilities was $ 24 million and $ 30 million as of September 30, 2025 and December 31, 2024, respectively. During the nine months ended September 30, 2025, the Company made an excise tax payment of $ 30 million, which is included in financing activities in the consolidated statement of cash flows. The terms of each ASR agreement entered into during the nine months ended September 30, 2025 and 2024, structured as outlined above, are as follows: (in millions, except average price paid per share) ASR Agreement Initiation Date ASR Agreement Completion Date Initial Shares Delivered Additional Shares Delivered Total Number of Shares Purchased Average Price Paid Per Share Total Cash Utilized August 12, 2025 1 1.7 — 1.7 $ — $ 1,200 May 6, 2025 2 August 8, 2025 1.0 0.2 1.2 $ 518.47 $ 650 February 19, 2025 3 May 6, 2025 1.0 0.3 1.3 $ 491.12 $ 650 July 31, 2024 4 October 22, 2024 2.6 0.3 3.0 $ 505.19 $ 1,500 February 12, 2024 5 April 12, 2024 1.0 0.2 1.2 $ 421.05 $ 500 1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.2 billion and initially received shares valued at 80 % of the $ 1.2 billion at a price equal to the market price of the Company’s common stock on August 12, 2025. The Company received an initial delivery of 1.7 million shares from the ASR program. We completed the ASR agreement on October 23, 2025 and received an additional 0.6 million shares. We repurchased a total of 2.3 million shares under the ASR agreement for an average purchase price $ 513.82 per share. The ASR agreement was executed under our 2022 Repurchase Program. 2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 650 million and initially received shares valued at 80 % of the $ 650 million at a price equal to the market price of the Company ’ s common stock on May 6, 2025. The Company received an initial delivery of 1.0 million shares from the ASR program. We completed the ASR agreement on August 8, 2025 and received an additional 0.2 million shares. The ASR agreement was executed under our 2022 Repurchase Program. 3 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 650 million and initially received shares valued at 80 % of the $ 650 million at a price equal to the market price of the Company ’ s common stock on February 19, 2025. The Company received an initial delivery of 1.0 million shares from the ASR program. We completed the ASR agreement on May 6, 2025 and received an additional 0.3 million shares. The ASR agreement was executed under our 2022 Repurchase Program. 4 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.5 billion and initially received shares valued at 85 % of the $ 1.5 billion at a price equal to the market price of the Company’s common stock on July 31, 2024 when the Company received an initial delivery of 2.6 million shares from the ASR program on August 1, 2024. We completed the ASR agreement on October 22, 2024 and received an additional 0.3 million shares. The ASR agreement was executed under our 2022 Repurchase Program 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 12, 2024 when the Company received an initial delivery of 1.0 million shares from the ASR program. We completed the ASR agreement on April 12, 2024 and received an additional 0.2 million shares. The ASR agreement was executed under our 2022 Repurchase Program. During the nine months ended September 30, 2025, we received 4.6 million shares, including 0.3 million shares received in February of 2025 related to our October 28, 2024 ASR agreement. During the nine months ended September 30, 2025, we purchased a total of 4.3 million shares for $ 2.5 billion of cash. 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. During the nine months ended September 30, 2024, we purchased a total of 3.8 million shares for $ 2 billion of cash. Redeemable Noncontrolling Interests Our redeemable noncontrolling interests include an agreement with the minority partners that own 27 % of our S&P Dow Jones Indices LLC joint venture that contains redemption features whereby interests held by minority partners are redeemable either 21 (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, CME Group and CME Group Index Services LLC (“CGIS”) has the right at any time to sell, and we are obligated to buy, at least 20 % of their share in S&P Dow Jones Indices LLC. In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group’s and CGIS’ minority interest. If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption. This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interests” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches. Our income and market valuation approaches incorporate Level 3 fair value measures for instances when observable inputs are not available. The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., the revenue growth rates and operating margins), and a company specific beta. The significant judgmental assumptions used that incorporate market data, including the relative weighting of market observable information and the comparability of that information in our valuation models, are forward-looking and could be affected by future economic and market conditions. Any adjustments to the redemption value will impact retained income. Noncontrolling interests that do not contain such redemption features are presented in equity. Changes to redeemable noncontrolling interests during the nine months ended September 30, 2025 were as follows: (in millions) Balance as of December 31, 2024 $ 4,252 Net income attributable to redeemable noncontrolling interests 235 Distributions payable to redeemable noncontrolling interests ( 209 ) Redemption value adjustment 146 Other 1 36 Balance as of September 30, 2025 2 $ 4,460 1 Includes foreign currency translation adjustments. 2 As of September 30, 2025 , $ 4,455 million relates to our redeemable noncontrolling interest in the Indices business. Accumulated Other Comprehensive Loss The following table summarizes the changes in the components of accumulated other comprehensive loss for the nine months ended September 30: (in millions) Foreign Currency Translation Adjustments Pension and Postretirement Benefit Plans Unrealized Gain (Loss) on Cash Flow Hedges Accumulated Other Comprehensive Loss Balance as of December 31, 2024 $ ( 609 ) $ ( 372 ) $ 98 $ ( 883 ) Other comprehensive income (loss) before reclassifications 87 1 ( 3 ) ( 1 ) 83 Reclassifications from accumulated other comprehensive income (loss) to net earnings 3 3 2 ( 4 ) 3 2 Net other comprehensive income 90 — ( 5 ) 85 Balance as of September 30, 2025 $ ( 519 ) $ ( 372 ) $ 93 $ ( 798 ) 1 Includes an unrealized gain related to our cross currency swaps. See Note 5 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss. 2 Reflects amortization of net actuarial losses and is net of a tax benefit of less than $ 1 million for the nine months ended September 30, 2025. See Note 6 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings. 3 See Note 5 — Derivative Instruments for additional details of items reclassified from accumulated other comprehensive loss to net earnings. 22 9. Earnings Per Share Basic earnings per common share (“EPS”) is computed by dividing net income attributable to the common shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in the same manner as basic EPS, except the number of shares is increased to include additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. Potential common shares consist primarily of restricted performance shares and stock options calculated using the treasury stock method. The calculation of basic and diluted EPS for the periods ended September 30 is as follows: (in millions, except per share amounts) Three Months Nine Months 2025 2024 2025 2024 Amounts attributable to S&P Global Inc. common shareholders: Net income $ 1,176 $ 971 $ 3,337 $ 2,972 Basic weighted-average number of common shares outstanding 304.3 311.2 305.8 312.6 Effect of dilutive securities 0.2 0.3 0.3 0.3 Diluted weighted-average number of common shares outstanding 304.5 311.5 306.1 312.9 Earnings per share attributable to S&P Global Inc. common shareholders: Net income: Basic $ 3.86 $ 3.12 $ 10.91 $ 9.51 Diluted $ 3.86 $ 3.11 $ 10.90 $ 9.50 We have certain stock options and restricted performance shares that are potentially excluded from the computation of diluted EPS. The effect of the potential exercise of stock options is excluded when the average market price of our common stock is lower than the exercise price of the related option during the period or when a net loss exists because the effect would have been antidilutive. Additionally, restricted performance shares are excluded because the necessary vesting conditions had not been met or when a net loss exists. For the three and nine months ended September 30, 2025 and 2024, there were no stock options excluded. Restricted performance shares outstanding of 0.6 million and 0.9 million as of September 30, 2025 and 2024, respectively, were excluded. 10. Restructuring We continuously evaluate our cost structure to identify cost savings associated with streamlining our management structure. Our 2025 and 2024 restructuring plans consisted of a company-wide workforce reduction of approximately 820 and 1,230 positions, respectively, and are further detailed below. The charges for each restructuring plan are classified as selling and general expenses within the consolidated statements of income and the reserves are included in other current liabilities in the consolidated balance sheets. In certain circumstances, reserves are no longer needed because employees previously identified for separation resigned from the Company and did not receive severance or were reassigned due to circumstances not foreseen when the original plans were initiated. In these cases, we reverse reserves through the consolidated statements of income during the period when it is determined they are no longer needed. 23 The initial restructuring charge recorded and the ending reserve balance as of September 30, 2025 by segment is as follows: 2025 Restructuring Plan 2024 Restructuring Plan (in millions) Initial Charge Recorded Ending Reserve Balance Initial Charge Recorded Ending Reserve Balance Market Intelligence $ 44 $ 23 $ 77 $ 12 Ratings 10 3 4 1 Commodity Insights 11 5 13 2 Mobility 11 10 6 1 Indices 1 1 1 — Corporate 28 15 24 11 Total $ 105 $ 57 $ 125 $ 27 We recorded a pre-tax restructuring charge of $ 105 million primarily related to employee severance charges for the 2025 restructuring plan during the nine months ended September 30, 2025 and have reduced the reserve by $ 48 million. The ending reserve balance for the 2024 restructuring plan was $ 88 million as of December 31, 2024. For the nine months ended September 30, 2025, we have reduced the reserve for the 2024 restructuring plan by $ 61 million. The reductions primarily related to cash payments for employee severance charges. 11. Segment and Related Information We have five reportable segments: Market Intelligence, Ratings, Commodity Insights, Mobility and Indices. Our Chief Executive Officer is our chief operating decision-maker (“CODM”) and evaluates performance of our segments and allocates resources (including employees, property, and financial or capital resources) based primarily on operating profit for each segment. Segment operating profit does not include Corporate Unallocated expense, equity in income on unconsolidated subsidiaries, other income, net, or interest expense, net, as these are amounts that do not affect the operating results of our reportable segments. Operating results for the periods ended September 30 is as follows: (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Total Three Months Ended September 30, 2025 Revenue from external customers $ 1,232 $ 1,196 $ 556 $ 445 $ 459 $ 3,888 Intersegment revenue 1 4 44 — — 3 51 Revenue 1,236 1,240 556 445 462 3,939 Intersegment elimination ( 51 ) Total revenue 3,888 Less: segment expenses 2 796 408 289 252 134 1,879 Less: other segment items 3 163 13 32 76 11 295 Intersegment elimination ( 51 ) Segment operating profit $ 277 $ 819 $ 235 $ 117 $ 317 $ 1,765 Corporate Unallocated expense 4 97 Equity in income on unconsolidated subsidiaries ( 7 ) Operating profit 1,675 Other income, net ( 2 ) Interest expense, net 79 Income before taxes on income $ 1,598 24 (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Total Nine Months Ended September 30, 2025 Revenue from external customers $ 3,643 $ 3,408 $ 1,722 $ 1,303 $ 1,344 $ 11,420 Intersegment revenue 1 10 129 — — 8 147 Revenue 3,653 3,537 1,722 1,303 1,352 11,567 Intersegment elimination ( 147 ) Total revenue 11,420 Less: segment expenses 2 2,390 1,192 891 763 381 5,617 Less: other segment items 3 507 54 108 233 30 932 Intersegment elimination ( 147 ) Segment operating profit $ 756 $ 2,291 $ 723 $ 307 $ 941 $ 5,018 Corporate Unallocated expense 4 242 Equity in income on unconsolidated subsidiaries ( 28 ) Operating profit 4,804 Other income, net ( 25 ) Interest expense, net 233 Income before taxes on income $ 4,596 (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Total Three Months Ended September 30, 2024 Revenue from external customers $ 1,159 $ 1,069 $ 522 $ 412 $ 413 $ 3,575 Intersegment revenue 1 3 41 — — 3 47 Revenue 1,162 1,110 522 412 416 3,622 Intersegment elimination ( 47 ) Total revenue 3,575 Less: segment expenses 2 791 426 272 238 124 1,851 Less: other segment items 3 141 8 39 77 10 275 Intersegment elimination ( 47 ) Segment operating profit $ 230 $ 676 $ 211 $ 97 $ 282 $ 1,496 Corporate Unallocated expense 4 73 Equity in income on unconsolidated subsidiaries ( 11 ) Operating profit 1,434 Other income, net 2 Interest expense, net 72 Income before taxes on income $ 1,360 25 (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Total Nine Months Ended September 30, 2024 Revenue from external customers $ 3,450 $ 3,186 $ 1,597 $ 1,198 $ 1,185 $ 10,616 Intersegment revenue 1 9 121 — — 8 138 Revenue 3,459 3,307 1,597 1,198 1,193 10,754 Intersegment elimination ( 138 ) Total revenue 10,616 Less: segment expenses 2 2,334 1,188 839 714 344 5,419 Less: other segment items 3 476 39 115 237 33 900 Intersegment elimination ( 138 ) Segment operating profit $ 649 $ 2,080 $ 643 $ 247 $ 816 $ 4,435 Corporate Unallocated expense 4 195 Equity in income on unconsolidated subsidiaries ( 31 ) Operating profit 4,271 Other income, net ( 10 ) Interest expense, net 227 Income before taxes on income $ 4,054 1 Intersegment revenue primarily relates to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. 2 The segment expense category for Market Intelligence, Ratings, Commodity Insights, Mobility and Indices for the three and nine months ended September 30, 2025 and 2024 primarily include an aggregation of compensation costs, technology costs and strategic investments. The CODM considers actual-to-actual and budget-to-actual variances when making decisions about allocating personnel and capital to the segments; however, the CODM does not receive the individual expense items underlying the overall segment expenses. Variance explanations include segment expenses including compensation costs, technology costs and strategic investments, but the CODM is otherwise not provided, and cannot easily calculate, lower-level expense information. 3 Other segment items for the three and nine months ended September 30, 2025 for each reportable segment primarily include amortization of intangibles from acquisitions and certain items primarily including employee severance charges, legal costs, acquisition and disposition-related costs and Executive Leadership Team transition costs. Other segment items for the three and nine months ended September 30, 2024 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. 4 Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses. 26 The following table presents our revenue disaggregated by revenue type for the periods ended September 30: (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Intersegment Elimination 1 Total Three Months Ended September 30, 2025 Subscription $ 1,035 $ — $ 507 $ 362 $ 82 $ — $ 1,986 Non-subscription / Transaction 43 668 18 83 — — 812 Non-transaction — 572 — — — ( 51 ) 521 Asset-linked fees — — — — 303 — 303 Sales usage-based royalties — — 31 — 77 — 108 Recurring variable revenue 158 — — — — — 158 Total revenue $ 1,236 $ 1,240 $ 556 $ 445 $ 462 $ ( 51 ) $ 3,888 Timing of revenue recognition Services transferred at a point in time $ 43 $ 668 $ 18 $ 83 $ — $ — $ 812 Services transferred over time 1,193 572 538 362 462 ( 51 ) 3,076 Total revenue $ 1,236 $ 1,240 $ 556 $ 445 $ 462 $ ( 51 ) $ 3,888 (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Intersegment Elimination 1 Total Nine Months Ended September 30, 2025 Subscription $ 3,045 $ — $ 1,493 $ 1,062 $ 237 $ — $ 5,837 Non-subscription / Transaction 141 1,885 139 241 — — 2,406 Non-transaction — 1,652 — — — ( 147 ) 1,505 Asset-linked fees — — — — 876 — 876 Sales usage-based royalties — — 90 — 239 — 329 Recurring variable revenue 467 — — — — — 467 Total revenue $ 3,653 $ 3,537 $ 1,722 $ 1,303 $ 1,352 $ ( 147 ) $ 11,420 Timing of revenue recognition Services transferred at a point in time $ 141 $ 1,885 $ 139 $ 241 $ — $ — $ 2,406 Services transferred over time 3,512 1,652 1,583 1,062 1,352 ( 147 ) 9,014 Total revenue $ 3,653 $ 3,537 $ 1,722 $ 1,303 $ 1,352 $ ( 147 ) $ 11,420 27 (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Intersegment Elimination 1 Total Three Months Ended September 30, 2024 Subscription $ 981 $ — $ 478 $ 331 $ 74 $ — $ 1,864 Non-subscription / Transaction 39 597 18 81 — — 735 Non-transaction — 513 — — — ( 47 ) 466 Asset-linked fees — — — — 266 — 266 Sales usage-based royalties — — 26 — 76 — 102 Recurring variable revenue 142 — — — — — 142 Total revenue $ 1,162 $ 1,110 $ 522 $ 412 $ 416 $ ( 47 ) $ 3,575 Timing of revenue recognition Services transferred at a point in time $ 39 $ 597 $ 18 $ 81 $ — $ — $ 735 Services transferred over time 1,123 513 504 331 416 ( 47 ) 2,840 Total revenue $ 1,162 $ 1,110 $ 522 $ 412 $ 416 $ ( 47 ) $ 3,575 (in millions) Market Intelligence Ratings Commodity Insights Mobility Indices Intersegment Elimination 1 Total Nine Months Ended September 30, 2024 Subscription $ 2,893 $ — $ 1,387 $ 966 $ 218 $ — $ 5,464 Non-subscription / Transaction 136 1,804 133 232 — — 2,305 Non-transaction — 1,503 — — — ( 138 ) 1,365 Asset-linked fees — — — — 756 — 756 Sales usage-based royalties — — 77 — 219 — 296 Recurring variable revenue 430 — — — — — 430 Total revenue $ 3,459 $ 3,307 $ 1,597 $ 1,198 $ 1,193 $ ( 138 ) $ 10,616 Timing of revenue recognition Services transferred at a point in time $ 136 $ 1,804 $ 133 $ 232 $ — $ — $ 2,305 Services transferred over time 3,323 1,503 1,464 966 1,193 ( 138 ) 8,311 Total revenue $ 3,459 $ 3,307 $ 1,597 $ 1,198 $ 1,193 $ ( 138 ) $ 10,616 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. Segment information as of September 30, 2025 and December 31, 2024 is as follows: (in millions) Total Assets September 30, December 31, 2025 2024 Market Intelligence $ 28,764 $ 29,478 Ratings 1,180 1,056 Commodity Insights 3,335 8,636 Mobility 8,667 13,222 Indices 12,983 3,200 Total reportable segments 54,929 55,592 Corporate 1 4,820 4,629 Total $ 59,749 $ 60,221 1 Corporate assets consist principally of cash and cash equivalents, investments, goodwill and other intangible assets, assets for pension benefits and deferred income taxes. 28 The following provides revenue by geographic region for the periods ended September 30: (in millions) Three Months Nine Months 2025 2024 2025 2024 U.S. $ 2,362 $ 2,176 $ 6,973 $ 6,478 European region 885 802 2,596 2,407 Asia 430 388 1,221 1,111 Rest of the world 211 209 630 620 Total $ 3,888 $ 3,575 $ 11,420 $ 10,616 See Note 2 — Acquisitions and Divestitures and Note 10 — Restructuring for additional actions that impacted the segment operating results. 12. Commitments and Contingencies Leases We determine whether an arrangement meets the criteria for an operating lease or a finance lease at the inception of the arrangement. We have operating leases for office space and equipment. Our leases have remaining lease terms of 1 year to 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. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expenses for these leases on a straight line-basis over the lease term in operating-related expenses and selling and general expenses. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Our future minimum based payments used to determine our lease liabilities include minimum based rent payments and escalations. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of September 30, 2025 and December 31, 2024: (in millions) September 30, December 31, Balance Sheet Location 2025 2024 Assets Right of use assets Lease right of use assets $ 384 $ 413 Liabilities Other current liabilities Current lease liabilities 116 109 Lease liabilities — non-current Non-current lease liabilities 481 535 The components of lease expense for the periods ended September 30 are as follows: (in millions) Three Months Nine Months 2025 2024 2025 2024 Operating lease cost $ 30 $ 32 $ 92 $ 97 Sublease income ( 4 ) ( 3 ) ( 11 ) ( 10 ) Total lease cost $ 26 $ 29 $ 81 $ 87 29 Supplemental information related to leases for the periods ended September 30 are as follows: (in millions) Three Months Nine Months 2025 2024 2025 2024 Cash paid for amounts included in the measurement for operating lease liabilities Operating cash flows for operating leases $ 35 $ 36 $ 104 $ 105 Right of use assets obtained in exchange for lease obligations Operating leases 3 18 24 60 Weighted-average remaining lease term and discount rate for our operating leases are as follows: September 30, December 31, 2025 2024 Weighted-average remaining lease term (years) 5.1 5.6 Weighted-average discount rate 4.29 % 4.02 % Maturities of lease liabilities for our operating leases are as follows: (in millions) 2025 (Excluding the nine months ended September 30, 2025) $ 35 2026 137 2027 127 2028 102 2029 83 2030 and beyond 195 Total undiscounted lease payments $ 679 Less: Imputed interest 82 Present value of lease liabilities $ 597 As of September 30, 2025, the Company has certain lease agreements that have not yet commenced with total estimated future lease payments of $ 99 million which have been excluded from the table above. These leases are expected to begin in the fourth quarter of 2025 and continue through 2037, with lease terms ranging from 1 year to 12 years. Related Party Agreements In June of 2012, we entered into a license agreement (the “License Agreement") with the holder of S&P Dow Jones Indices LLC noncontrolling interest, CME Group, replacing the 2005 license agreement between Indices and CME Group. Under the terms of the License Agreement, S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group’s equity index products. During the three and nine months ended September 30, 2025, S&P Dow Jones Indices LLC earned $ 44 million and $ 146 million of revenue under the terms of the License Agreement. 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. 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. Legal and Regulatory Matters In the normal course of business both in the United States and abroad, the Company and its subsidiaries are defendants in a number of legal proceedings and are often subjected to government and regulatory proceedings, investigations and inquiries. A class action lawsuit was filed in Australia on August 7, 2020 against the Company and a subsidiary of the Company. A separate lawsuit was filed against the Company and a subsidiary of the Company in Australia on February 2, 2021 by two 30 entities within the Basis Capital investment group. The lawsuits both relate to alleged investment losses in collateralized debt obligations rated by Ratings prior to the financial crisis between 2005 and 2007. In the third quarter of 2025, the Company entered into an agreement to settle the lawsuit brought by the Basis Capital entities. S&P Global has accrued the amount of the settlement in its consolidated financial statements. We can provide no assurance that we will not be obligated to pay significant amounts in order to resolve the class action lawsuit on terms deemed acceptable. From time to time, the Company receives customer complaints. The Company believes it has strong contractual protections in the terms and conditions included in its arrangements with customers. Nonetheless, in the interest of managing customer relationships, the Company from time to time engages in dialogue with such customers in an effort to resolve such complaints, and if such complaints cannot be resolved through dialogue, may face litigation regarding such complaints. The Company does not expect to incur material losses as a result of these matters. Moreover, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to our regulated products and services, antitrust matters and other matters, such as ESG. For example, as a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Exchange Act, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws. Although S&P Global seeks to promptly address any compliance issues that it detects or that the staff of the SEC or another regulator raises, there can be no assurance that the SEC or another regulator will not seek remedies against S&P Global for one or more compliance deficiencies. Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could adversely impact our consolidated financial condition, cash flows, business or competitive position. In view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of such matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity (if any) restrictions may be. As a result, we cannot provide assurance that such outcomes will not have a material adverse effect on our consolidated financial condition, cash flows, business or competitive position. As litigation or the process to resolve pending matters progresses, as the case may be, we will continue to review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business or competitive position, which may require that we record liabilities in the consolidated financial statements in future periods. 13. Recently Issued or Adopted Accounting Standards In September of 2025, the Financial Accounting Standards Board (“FASB”) issued accounting guidance that clarifies the guidance on which contracts are subject to derivative accounting and guidance on accounting for share based payments on contracts with customers. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements. In September of 2025, the FASB issued accounting guidance which removes references to prescriptive software development stages and includes an updated framework for capitalizing internal software costs. This guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements. In July of 2025, the FASB issued accounting guidance that provides an optional practical expedient for estimating future credit losses based on current conditions as of the balance sheet date and assuming those conditions do not change over the remaining life of the accounts receivable. This guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting, and early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements. In May of 2025, the FASB issued accounting guidance to improve the requirements for identifying the accounting acquirer in ASC 805, Business Combinations. The amendments in this update revise current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted as of the beginning of an interim or annual reporting period. This guidance is required to be applied prospectively to any acquisition transaction that occurs after the initial application date. We do not expect this guidance to have a significant impact on our consolidated financial statements. 31 In November of 2024, the FASB issued accounting guidance which requires that an entity disclose, in the notes to financial statements, additional information about specific expense categories. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact of this guidance on the Company’s disclosures. In December of 2023, the FASB issued accounting guidance that expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. We are currently evaluating the impact of this guidance on the Company’s disclosures. 32