Commitments and Contingencies

9 Months Ended

Sep. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

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

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

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.