Mobility spin reshapes S&P Global (NYSE: SPGI) segments and pro forma EPS
Rhea-AI Filing Summary
S&P Global filed an amended report to add detailed unaudited pro forma financials reflecting the spin-off of its Mobility division into Mobility Global. The company also recast segment results and expense allocations so investors can see how S&P Global looks as a stand‑alone business without Mobility.
For 2025, pro forma revenue was $13.589 billion with pro forma net income from continuing operations attributable to S&P Global of $4.192 billion, or $13.74 diluted EPS. In first‑quarter 2026, pro forma revenue was $3.717 billion and diluted EPS was $4.48. Ratings and Indices remained high‑margin businesses, while Energy and Market Intelligence were reshaped, including new Platts/CERA and Kensho Data & Platforms/Enterprise Solutions lines.
Positive
- None.
Negative
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Insights
S&P Global recasts its numbers post‑Mobility spin, highlighting durable earnings power.
S&P Global now presents its results as if the Mobility spin-off had occurred earlier, giving a clean view of ongoing operations. Pro forma 2025 revenue was $13.589B, with pro forma operating profit of $6.140B, showing a profitable core after removing Mobility.
Margins by division remain strong: for full‑year 2025, pro forma operating margins were 64% at Ratings and 68% at Indices, while Energy and Market Intelligence delivered 40% and 19%. Adjusted operating margins were even higher, especially Energy at 46% and Market Intelligence at 33%, underscoring their contribution post‑recast.
The company also clarifies non‑GAAP metrics and adjustment bridges, including deal‑related amortization of $806M in 2025. With 2Q 2026 GAAP results and updated guidance scheduled for July 28, 2026, subsequent disclosures will show how reported numbers align with these pro forma and recast baselines.
8-K Event Classification
Key Figures
Key Terms
spin-off financial
discontinued operations financial
pro forma non-GAAP adjusted operating profit financial
Article 11 regulatory
Transition Services Agreement financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Introductory Note
On July 1, 2026 (the “Distribution Date”), at 12:01 a.m. New York City time, the previously-announced separation (the “Separation”) of Mobility Global Inc. (“Mobility Global”) from S&P Global Inc. (“S&P Global”) became effective. The separation of Mobility Global, which comprises the business of S&P Global and its subsidiaries with respect to providing analytics, marketing, planning solutions, reports, forecasts and vehicle history data for the automotive sector, which operated under the S&P Global Mobility division, was achieved through S&P Global’s distribution (the “Distribution”) of 100% of the shares of Mobility Global common stock to holders of S&P Global common stock as of the close of business on June 15, 2026 (the “Record Date”) after certain restructuring transactions were completed. S&P Global stockholders of record received one share of Mobility Global common stock for every share of S&P Global common stock held as of the Record Date. Following the Distribution, Mobility Global became an independent, public company with its common stock listed under the symbol “MBGL” on the New York Stock Exchange.
In this amendment (the “Amendment No. 1”), S&P Global amends its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2026 (the “Original Form 8-K”) that reported the completion of the Separation. The Original Form 8-K did not include the unaudited pro forma financial information of S&P Global reflecting the performance of S&P Global’s business after giving effect to the Separation. This Amendment No. 1 is being filed to include such pro forma financial information attached as Exhibit 99.2 under Item 9.01(b) of this Amendment No. 1.
Unaudited pro forma financial information included in this Amendment No. 1 has been presented to illustrate the estimated effects of the Separation and is not necessarily indicative of the results of operations that S&P Global would have achieved had the Separation been completed as of the dates indicated or of the results that may be obtained in the future.
Item 7.01 Regulation FD Disclosure
On July 6, 2026, S&P Global issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, providing financial information for full year 2025, the four quarters of 2025 and the first quarter of 2026, reflecting the completion of the spin-off of Mobility Global and segment recast updates.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(b) The unaudited pro forma condensed consolidated statements of income of S&P Global for the three months ended March 31, 2026 and for the years ended December 31, 2025, 2024 and 2023 and the unaudited pro forma condensed consolidated balance sheet of S&P Global as of March 31, 2026 are included as Exhibit 99.2 to this Amendment No. 1, which is incorporated by reference in this Item 9.01.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release issued by S&P Global Inc. dated July 6, 2026 with financial information for full year 2025, the four quarters of 2025 and the first quarter of 2026, reflecting the completion of the spin-off of Mobility Global and segment recast updates. | |
| 99.2 | Unaudited pro forma condensed consolidated statements of income of S&P Global for the three months ended March 31, 2026 and for the years ended 2025, 2024 and 2023 and the unaudited pro forma condensed consolidated balance sheet of S&P Global as of March 31, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 6, 2026 | S&P Global Inc. | |
| By: | /s/ Judah Bareli | |
| Judah Bareli | ||
| Vice President, Associate General Counsel & Corporate Secretary | ||
Exhibit 99.1
 |
55 Water Street New York, NY 10041 www.spglobal.com |
Press Release
S&P Global Provides Pro Forma and Recast Financial Results and Updated Segment Information
New reported business lines for Energy and Market Intelligence
Updated allocated expenses and margins for the enterprise and all four divisions
2026 guidance reflecting the spin-off of Mobility to be provided with 2Q 2026 Earnings on July 28
New York, NY, July 6, 2026 – S&P Global (NYSE: SPGI) is providing recast financial results, excluding the contribution from the Mobility division (“Mobility”). In a previous release dated July 1, 2026, the Company announced the successful completion of the spin of Mobility into an independent, public company – Mobility Global (NYSE: MBGL).
The Company expects to report 2Q 2026 results on July 28, 2026, at which time the Company will report GAAP financial results that will include Mobility for the full second quarter. Beginning with the third quarter of 2026, the Company’s financial results will not include financial results from Mobility on either a GAAP or adjusted basis. The Company expects to introduce 2026 GAAP guidance and update 2026 adjusted guidance reflecting the exclusion of Mobility in conjunction with the release of 2Q 2026 results. Details on how to access earnings materials are provided near the end of this release.
Pro Forma and Recast Financial Results
The Company is providing pro forma quarterly segment financial information for the full year 2025, the four quarters of 2025, and the first quarter of 2026, to reflect the Mobility spin-off. Financials provided below also reflect a company recast including inter-segment adjustments and changes to expense allocation methodologies as outlined below. The financial information by division is provided below and is accessible on the Company’s Investor Relations website under the section titled “SEC Filings & Reports” as well as the section titled “Quarterly Earnings & Monthly Metrics”.
S&P Global Updated Division Structure
With the completion of the Mobility spin, S&P Global now operates with four reportable segments. Metrics below represent full-year 2025 recast segment revenue as a percentage of S&P Global pro forma revenue (excluding inter-segment elimination), and full-year 2025 pro forma non-GAAP adjusted segment operating profit and margin metrics, as reconciled in the tables at the end of this release. Note: percentages presented below may not sum to 100% due to rounding.
| · | S&P Global Ratings |
| – | 34% of revenue |
| – | 43% of adjusted operating profit (65% margin) |
| · | S&P Dow Jones Indices |
| – | 13% of revenue |
| – | 18% of adjusted operating profit (70% margin) |
| · | S&P Global Energy |
| – | 18% of revenue |
| – | 16% of adjusted operating profit (46% margin) |
| · | S&P Global Market Intelligence |
| – | 34% of revenue |
| – | 22% of adjusted operating profit (33% margin) |
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Impacts to S&P Global Ratings
There are no changes to the revenue disclosures for S&P Global Ratings. The S&P Global Ratings division will continue to be presented with five externally reported business lines – Corporates (53% of 2025 division revenue), Financials (16%), Structured Finance (13%), Governments (7%), and Crisil/Other (12%). Revenue will continue to be reported under transaction revenue and non-transaction revenue.
Impacts to S&P Dow Jones Indices
There are no changes to the revenue disclosures for the S&P Dow Jones Indices division. The division will continue to be presented with three externally reported business lines – Asset-Linked Fees (65% of 2025 division revenue), Exchange-Traded Derivatives (18%), and Data & Custom Subscriptions (17%).
Impacts to S&P Global Energy
The Energy division will be presented with two externally reported business lines – Platts (49% of 2025 recast division revenue), and CERA (51%).
Platts: This business line includes the benchmark products sold through the Energy division, including Platts benchmark prices, Forward Curves, Global Trading Services, and related news and reports.
The business objective of Platts is continued growth and margin expansion by extending global leadership in commodity benchmark prices and associated products.
CERA: This business line includes the proprietary data, research, and content previously reported under Energy & Resources Data & Insights, Upstream Data & Insights, as well as global marquee conferences such as CERAWeek. The CERA business line also includes 451 Research and Maritime & Trade products that were previously included in Market Intelligence.
The business objective of CERA is to improve revenue growth and margin expansion through the generation and distribution of differentiated, proprietary data and content related to the commodities markets and global supply chain. This includes content informed in part by Platts benchmark prices and processes, as well as the new, AI-native upstream data solution, CERA Titan.
The table below illustrates recast Energy revenue by business line and by type.
| By Business Line: | 1Q 2025 | 2Q 2025 | 3Q 2025 | 4Q 2025 | 1Q 2026 | |||||||||||||||
| Platts | $ | 298 | $ | 310 | $ | 313 | $ | 319 | $ | 323 | ||||||||||
| CERA | 382 | 297 | 296 | 310 | 401 | |||||||||||||||
| Total | $ | 680 | $ | 607 | $ | 609 | $ | 629 | $ | 724 | ||||||||||
| By Revenue Type: | ||||||||||||||||||||
| Subscription | $ | 533 | $ | 548 | $ | 556 | $ | 572 | $ | 556 | ||||||||||
| Non-Subscription/Transaction | 118 | 29 | 22 | 27 | 131 | |||||||||||||||
| Sales Usage-Based Royalties | 29 | 30 | 31 | 30 | 37 | |||||||||||||||
| Total | $ | 680 | $ | 607 | $ | 609 | $ | 629 | $ | 724 | ||||||||||
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Impacts to S&P Global Market Intelligence
The Market Intelligence (MI) division will be presented with two externally reported business lines – Kensho Data & Platforms (60% of 2025 recast division revenue), and Enterprise Solutions (40%).
Kensho Data & Platforms: This business line will include products previously reported under Data, Analytics, & Insights with the following exceptions: 451 Research and Maritime & Trade (both moving to S&P Global Energy), and pricing and reference data (now in MI: Enterprise Solutions). This business line will also include products previously reported under Credit & Risk Solutions, other than Financial Risk Analytics (now in MI: Enterprise Solutions).
Key product groups reported in this business line will include (not exhaustive):
| · | Kensho Data: Market Intelligence data products, including Compustat, Financials & Estimates, Kensho LLM-Ready APIs, RatingsXpress, and SNL |
| · | Platforms: Capital IQ, Consulting, Issuer Solutions, RatingsDirect, Visible Alpha, and With Intelligence |
The business objective for Kensho Data is to accelerate data revenue growth and improve profitability, serving as the data and AI-delivery layer for Market Intelligence, expanding distribution channels, and extending the client base. The business objective of Platforms is to improve revenue growth and profitability through the consolidation of existing client interfaces and enabling new user interfaces like MCP-connected solutions.
Enterprise Solutions: This business line will include all products previously reported under Enterprise Solutions, as well as Financial Risk Analytics (previously reported in Credit & Risk Solutions), pricing and reference data, and Valuation Services (previously in Data, Analytics & Insights).
Key product groups reported in this business line will include (not exhaustive):
| · | Lending Solutions: ClearPar, Debtdomain, pricing and reference data, Notice Manager, and Wall Street Office (WSO) |
| · | Market Solutions: iLEVEL, Primary Markets Group (Equity & Debt Bookbuilding), and Valuation Services |
| · | Software and Regulatory Solutions: Cappitech, Corporate Actions, Counterparty Manager, Financial Risk Analytics, and Tax Solutions |
The business objective of Enterprise Solutions is to drive revenue growth and margin expansion by delivering highly differentiated solutions that power critical infrastructure, networks, and workflows tied to financial markets, with a focus on the most differentiated software assets. Pricing and reference data is leveraged by, and generates meaningful customer value throughout, the Enterprise Solutions business line.
The table below illustrates recast Market Intelligence revenue by business line and by type.
| By Business Line: | 1Q 2025 | 2Q 2025 | 3Q 2025 | 4Q 2025 | 1Q 2026 | |||||||||||||||
| Kensho Data & Platforms | $ | 684 | $ | 697 | $ | 712 | $ | 737 | $ | 755 | ||||||||||
| Enterprise Solutions | 447 | 468 | 471 | 474 | 469 | |||||||||||||||
| Total | $ | 1,131 | $ | 1,165 | $ | 1,183 | $ | 1,211 | $ | 1,224 | ||||||||||
| By Revenue Type: | ||||||||||||||||||||
| Subscription | $ | 945 | $ | 969 | $ | 986 | $ | 1,013 | $ | 1,001 | ||||||||||
| Non-Subscription/Transaction | 36 | 38 | 39 | 41 | 54 | |||||||||||||||
| Recurring Variable | 150 | 158 | 158 | 157 | 169 | |||||||||||||||
| Total | $ | 1,131 | $ | 1,165 | $ | 1,183 | $ | 1,211 | $ | 1,224 | ||||||||||
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Impacts to Expenses and Division Operating Profit Margins
Expenses and Division operating profit margins will be impacted by the following three factors:
| · | Product transfers: The transfer of products between the Market Intelligence and Energy divisions will include the transfer of both revenue and expenses. Additionally, a small portion of expenses associated with Credit Analytics products will be transferred from Market Intelligence to Ratings. As a result, expenses, operating profit, and operating margin of these three divisions will be impacted. |
| · | Improved allocation methodology for shared enterprise expenses: Allocations in recast financials, as well as future reporting periods, reflect enhancements made to the allocation methodology of enterprise expenses. These changes are being made to ensure that expenses associated with certain corporate functions and shared services, including technology, are allocated based on consumption. Prior methodology allocated expenses based on broader methodologies such as percent of revenue or percent of employee headcount. |
| · | Stranded Mobility costs: While the net impact of stranded costs to enterprise margins is largely immaterial, there are offsets through the Transition Services Agreement (TSA) with Mobility Global that will be recognized at the corporate level. Stranded costs will be allocated at the division level, with the offsetting income from the TSA recognized as a contra-expense that is expected to lower corporate unallocated expenses. |
2Q 2026 Earnings Announcement and Conference Call Scheduled for Tuesday, July 28, 2026: S&P Global’s second quarter 2026 results will be issued on Tuesday, July 28, 2026 via news release at approximately 7:15 a.m. Eastern Daylight Time. The news release will be available at www.spglobal.com.
Martina Cheung, President and CEO; Eric Aboaf, Chief Financial Officer; and Mark Grant, Senior Vice President, Investor Relations and Treasurer, will host a conference call and webcast at 8:30 a.m. Eastern Daylight Time on July 28, 2026 to discuss the Company’s second quarter 2026 financial results.
The presentation is open to all interested parties and may include forward-looking information. The presenters’ slides, supplemental deck, and any additional information provided during the presentation will be made available at http://investor.spglobal.com/Quarterly-Earnings.
Webcast Instructions: Live and Replay
The webcast (audio and slides) will be available live and as an archived replay through the Company’s Investor Relations website at http://investor.spglobal.com/Quarterly-Earnings. The archived replay will be available beginning two hours after the conclusion of the live call and will remain available for one year.
Telephone Access: Live and Replay
The call begins at 8:30 a.m. Eastern Time. Please dial in by 8:20 a.m.
- For callers in the U.S.: (888) 603-9623
- For callers outside the U.S.: +1 (630) 395-0220 (long-distance charges will apply)
- Conference passcode: S&P Global
The recorded telephone replay will be available beginning two hours after the conclusion of the call and will remain available until August 28, 2026.
- For callers in the U.S.: (866) 360-7720
- For callers outside the U.S.: +1 (203) 369-0172 (long-distance charges will apply)
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Comparison of Adjusted Information to U.S. GAAP Information: The Company reports its financial results in accordance with accounting principles generally accepted in the United States ("GAAP"). Company financial results are also presented on an as-reported basis, and on a pro forma basis as if the Mobility spin-off had closed on January 1, 2023, for periods including fiscal years 2023, 2024 and 2025, and the three months ended March 31, 2026; the pro forma basis agrees to the Company’s unaudited pro forma combined consolidated financial information presented in accordance with Article 11 of Regulation S-X. The Company also refers to and presents certain additional non-GAAP financial measures, within the meaning of Regulation G under the Securities Exchange Act of 1934. These measures are: pro forma non-GAAP adjusted net income from continuing operations; pro forma non-GAAP adjusted diluted earnings per share from continuing operations; adjusted operating profit and margin; pro forma non-GAAP adjusted operating profit and margin; pro forma non-GAAP adjusted segment operating profit and margin; adjusted expenses; adjusted corporate unallocated expense; and adjusted equity in income on unconsolidated subsidiaries.
The Company has included reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP in the tables below.
The Company's non-GAAP measures include adjustments that reflect how management views our businesses. The Company believes these non-GAAP financial measures provide useful supplemental information that enables investors to better compare the Company's performance across periods, and management also uses these measures internally to assess the operating performance of its business, to assess performance for employee compensation purposes and to decide how to allocate resources. However, investors should not consider any of these non-GAAP measures in isolation from, or as a substitute for, the financial information that the Company reports.
Forward-Looking Statements: This press release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; and the Company’s cost structure, dividend policy, cash flows or liquidity.
Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
| · | worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession, restrictions on trade (e.g., tariffs), instability in the banking sector and inflation), and factors that contribute to uncertainty and volatility (e.g., supply chain risk), geopolitical uncertainty (including military conflict), natural and man-made disasters, civil unrest, public health crises (e.g., pandemics), and conditions that result from legislative, regulatory, trade and policy changes, including from the U.S. administration; |
| · | the volatility and health of debt, equity, commodities and energy markets, including credit quality and spreads, the composition and mix of credit maturity profiles, the level of liquidity and future debt issuances, equity flows from active to passive, fluctuations in average asset prices in global equities, demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives; |
| · | the demand and market for credit ratings in and across the sectors and geographies where the Company operates; |
| · | the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, or protect against a system or network disruption that results in regulatory penalties and remedial costs or improper disclosure of confidential information or data; |
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| · | the outcome of litigation, government and regulatory proceedings, investigations and inquiries; |
| · | concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings, benchmarks, indices and other services; |
| · | the level of merger and acquisition activity in the United States and abroad; |
| · | the level of the Company’s future cash flows and capital investments; |
| · | the effect of competitive products (including those incorporating artificial intelligence (“AI”)) and pricing, including the level of success of new product developments and global expansion; |
| · | the impact of customer cost-cutting pressures; |
| · | a decline in the demand for our products and services by our customers and other market participants; |
| · | our ability to develop new products or technologies, to integrate our products with new technologies (e.g., AI), or to compete with new products or technologies offered by new or existing competitors; |
| · | the introduction of competing products (including those developed by AI) or technologies by other companies; |
| · | our ability to protect our intellectual property from unauthorized use and infringement, including by others using AI technologies, and to operate our business without violating third-party intellectual property rights, including through our own use of AI in our products and services; |
| · | our ability to attract, incentivize and retain key employees, especially in a competitive business environment; |
| · | our ability to successfully navigate key organizational changes; |
| · | the continuously evolving regulatory environment in Europe, the United States and elsewhere around the globe affecting each of our businesses and the products they offer, and our compliance therewith; |
| · | the Company’s exposure to potential criminal sanctions or civil penalties for noncompliance with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia and Venezuela, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions; |
| · | the Company’s ability to make acquisitions and dispositions and successfully integrate the businesses we acquire; |
| · | consolidation of the Company’s customers, suppliers or competitors; |
| · | the ability of the Company, and its third-party service providers, to maintain adequate physical and technological infrastructure; |
| · | the Company’s ability to successfully recover from a disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, outbreak of pandemic or contagious diseases, security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made event; |
| · | the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates; |
| · | the impact of changes in applicable tax or accounting requirements on the Company; |
| · | the ability of the separation of Mobility Global (as defined below) to qualify for tax-free treatment for U.S. federal income tax purposes; |
| · | any disruption to the Company’s business in connection with the separation of Mobility Global; |
| · | any loss of synergies from separating the businesses of Mobility Global and the Company that adversely impact the results of operations of both businesses, or the companies resulting from the separation of Mobility Global not realizing all of the expected benefits of the separation; and |
| · | following the separation of Mobility Global, the combined value of the common stock of the two publicly-traded companies not being equal to or greater than the value of the Company’s common stock had the separation not occurred. |
The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.
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About S&P Global
S&P Global (NYSE: SPGI) enables businesses, governments, and individuals with trusted data, expertise and technology to make decisions with conviction. We are Advancing Essential Intelligence through world-leading benchmarks, data, and insights that customers need in order to plan confidently, act decisively, and thrive in a rapidly changing global landscape.
From helping our customers assess new investments across the capital and commodities markets to navigating the energy expansion, acceleration of artificial intelligence, and evolution of public and private markets, we enable the world's leading organizations to unlock opportunities, solve challenges, and plan for tomorrow – today. Learn more at www.spglobal.com.
Investor Relations: http://investor.spglobal.com
Contact:
Investor Relations:
Mark Grant
Senior Vice President, Investor Relations and Treasurer
Tel: +1 (347) 640-1521
mark.grant@spglobal.com
Media:
Christina Twomey
Chief Communications Officer
Tel: +1 (646) 407-3001
christina.twomey@spglobal.com
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S&P Global Inc.
Recast Selected Segment Financial Information
(dollars in millions)
Three months ended March 31, 2026
| (unaudited) | Previously Reported | Transfers (a) | Allocation Changes (b) | Non-GAAP Adjustments (c) | Deal- Related Amortization | Adjusted (as recast) | ||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Ratings | $ | 1,302 | $ | — | $ | — | $ | — | $ | — | $ | 1,302 | ||||||||||||
| Indices | 519 | — | — | — | — | 519 | ||||||||||||||||||
| Energy | 652 | 72 | — | — | — | 724 | ||||||||||||||||||
| Market Intelligence | 1,296 | (72 | ) | — | — | — | 1,224 | |||||||||||||||||
| Intersegment Elimination | (52 | ) | — | — | — | — | (52 | ) | ||||||||||||||||
| Expenses/adjusted expenses: | ||||||||||||||||||||||||
| Ratings | $ | 421 | $ | 1 | $ | 3 | $ | — | $ | (1 | ) | $ | 424 | |||||||||||
| Indices | 147 | — | 5 | (1 | ) | (10 | ) | 140 | ||||||||||||||||
| Energy | 365 | 32 | 14 | (3 | ) | (32 | ) | 376 | ||||||||||||||||
| Market Intelligence | 856 | (33 | ) | (6 | ) | 160 | (156 | ) | 822 | |||||||||||||||
| Corporate Unallocated expense | 71 | — | (28 | ) | (2 | ) | (1 | ) | 40 | |||||||||||||||
| Intersegment Elimination | (52 | ) | — | — | — | — | (52 | ) | ||||||||||||||||
| Operating profit/adjusted operating profit: | ||||||||||||||||||||||||
| Ratings | $ | 881 | $ | (1 | ) | $ | (3 | ) | $ | — | $ | 1 | $ | 878 | ||||||||||
| Indices | 372 | — | (5 | ) | 1 | 10 | 379 | |||||||||||||||||
| Energy | 287 | 40 | (14 | ) | 3 | 32 | 348 | |||||||||||||||||
| Market Intelligence | 440 | (39 | ) | 6 | (160 | ) | 156 | 402 | ||||||||||||||||
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S&P Global Inc.
Recast Selected Segment Financial Information
(dollars in millions)
Three months ended December 31, 2025
| (unaudited) | Previously Reported | Transfers (a) | Allocation Changes (b) | Non-GAAP Adjustments (c) | Deal- Related Amortization | Adjusted (as recast) | ||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Ratings | $ | 1,187 | $ | — | $ | — | $ | — | $ | — | $ | 1,187 | ||||||||||||
| Indices | 498 | — | — | — | — | 498 | ||||||||||||||||||
| Energy | 576 | 53 | — | — | — | 629 | ||||||||||||||||||
| Market Intelligence | 1,264 | (53 | ) | — | — | — | 1,211 | |||||||||||||||||
| Intersegment Elimination | (53 | ) | — | — | — | — | (53 | ) | ||||||||||||||||
| Expenses/adjusted expenses: | ||||||||||||||||||||||||
| Ratings | $ | 464 | $ | 1 | $ | (2 | ) | $ | (10 | ) | $ | (1 | ) | $ | 452 | |||||||||
| Indices | 168 | — | 3 | (3 | ) | (10 | ) | 158 | ||||||||||||||||
| Energy | 356 | 26 | 17 | (10 | ) | (32 | ) | 357 | ||||||||||||||||
| Market Intelligence | 1,029 | (27 | ) | 5 | (27 | ) | (145 | ) | 834 | |||||||||||||||
| Corporate Unallocated expense | (96 | ) | — | (50 | ) | 194 | (2 | ) | 48 | |||||||||||||||
| Equity in Income on Unconsolidated Subsidiaries | 1 | — | — | — | (1 | ) | — | |||||||||||||||||
| Intersegment Elimination | (53 | ) | — | — | — | — | (53 | ) | ||||||||||||||||
| Operating profit/adjusted operating profit: | ||||||||||||||||||||||||
| Ratings | $ | 723 | $ | (1 | ) | $ | 2 | $ | 10 | $ | 1 | $ | 735 | |||||||||||
| Indices | 330 | — | (3 | ) | 3 | 10 | 340 | |||||||||||||||||
| Energy | 220 | 27 | (17 | ) | 10 | 32 | 272 | |||||||||||||||||
| Market Intelligence | 235 | (26 | ) | (5 | ) | 27 | 145 | 377 | ||||||||||||||||
9
S&P Global Inc.
Recast Selected Segment Financial Information
(dollars in millions)
Three months ended September 30, 2025
| (unaudited) | Previously Reported | Transfers (a) | Allocation Changes (b) | Non-GAAP Adjustments (c) | Deal- Related Amortization | Adjusted (as recast) | ||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Ratings | $ | 1,240 | $ | — | $ | — | $ | — | $ | — | $ | 1,240 | ||||||||||||
| Indices | 462 | — | — | — | — | 462 | ||||||||||||||||||
| Energy | 556 | 53 | — | — | — | 609 | ||||||||||||||||||
| Market Intelligence | 1,236 | (53 | ) | — | — | — | 1,183 | |||||||||||||||||
| Intersegment Elimination | (51 | ) | — | — | — | — | (51 | ) | ||||||||||||||||
| Expenses/adjusted expenses: | ||||||||||||||||||||||||
| Ratings | $ | 421 | $ | 1 | $ | — | $ | (12 | ) | $ | (1 | ) | $ | 409 | ||||||||||
| Indices | 145 | — | 3 | (2 | ) | (9 | ) | 137 | ||||||||||||||||
| Energy | 321 | 26 | 13 | — | (32 | ) | 328 | |||||||||||||||||
| Market Intelligence | 959 | (27 | ) | (2 | ) | (17 | ) | (146 | ) | 767 | ||||||||||||||
| Corporate Unallocated expense | 97 | — | (13 | ) | (29 | ) | (1 | ) | 52 | |||||||||||||||
| Equity in Income on Unconsolidated Subsidiaries | (7 | ) | — | — | — | (14 | ) | (21 | ) | |||||||||||||||
| Intersegment Elimination | (51 | ) | — | — | — | — | (51 | ) | ||||||||||||||||
| Operating profit/adjusted operating profit: | ||||||||||||||||||||||||
| Ratings | $ | 819 | $ | (1 | ) | $ | — | $ | 12 | $ | 1 | $ | 831 | |||||||||||
| Indices | 317 | — | (3 | ) | 2 | 9 | 325 | |||||||||||||||||
| Energy | 235 | 27 | (13 | ) | — | 32 | 281 | |||||||||||||||||
| Market Intelligence | 277 | (26 | ) | 2 | 17 | 146 | 416 | |||||||||||||||||
10
S&P Global Inc.
Recast Selected Segment Financial Information
(dollars in millions)
Three months ended June 30, 2025
| (unaudited) | Previously Reported | Transfers (a) | Allocation Changes (b) | Non-GAAP Adjustments (c) | Deal- Related Amortization | Adjusted (as recast) | ||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Ratings | $ | 1,148 | $ | — | $ | — | $ | — | $ | — | $ | 1,148 | ||||||||||||
| Indices | 446 | — | — | — | — | 446 | ||||||||||||||||||
| Energy | 555 | 52 | — | — | — | 607 | ||||||||||||||||||
| Market Intelligence | 1,217 | (52 | ) | — | — | — | 1,165 | |||||||||||||||||
| Intersegment Elimination | (49 | ) | — | — | — | — | (49 | ) | ||||||||||||||||
| Expenses/adjusted expenses: | ||||||||||||||||||||||||
| Ratings | $ | 433 | $ | 1 | $ | 1 | $ | (35 | ) | $ | (2 | ) | $ | 398 | ||||||||||
| Indices | 137 | — | 3 | — | (9 | ) | 131 | |||||||||||||||||
| Energy | 322 | 25 | 13 | (4 | ) | (33 | ) | 323 | ||||||||||||||||
| Market Intelligence | 958 | (26 | ) | (1 | ) | (21 | ) | (150 | ) | 760 | ||||||||||||||
| Corporate Unallocated expense | 80 | — | (10 | ) | (25 | ) | (1 | ) | 43 | |||||||||||||||
| Equity in Income on Unconsolidated Subsidiaries | (11 | ) | — | — | — | (13 | ) | (23 | ) | |||||||||||||||
| Intersegment Elimination | (49 | ) | — | — | — | — | (49 | ) | ||||||||||||||||
| Operating profit/adjusted operating profit: | ||||||||||||||||||||||||
| Ratings | $ | 715 | $ | (1 | ) | $ | (1 | ) | $ | 35 | $ | 2 | $ | 750 | ||||||||||
| Indices | 309 | — | (3 | ) | — | 9 | 315 | |||||||||||||||||
| Energy | 233 | 27 | (13 | ) | 4 | 33 | 284 | |||||||||||||||||
| Market Intelligence | 259 | (26 | ) | 1 | 21 | 150 | 405 | |||||||||||||||||
11
S&P Global Inc.
Recast Selected Segment Financial Information
(dollars in millions)
Three months ended March 31, 2025
| (unaudited) | Previously Reported | Transfers (a) | Allocation Changes (b) | Non-GAAP Adjustments (c) | Deal- Related Amortization | Adjusted (as recast) | ||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Ratings | $ | 1,149 | $ | — | $ | — | $ | — | $ | — | $ | 1,149 | ||||||||||||
| Indices | 445 | — | — | — | — | 445 | ||||||||||||||||||
| Energy | 612 | 68 | — | — | — | 680 | ||||||||||||||||||
| Market Intelligence | 1,199 | (68 | ) | — | — | — | 1,131 | |||||||||||||||||
| Intersegment Elimination | (48 | ) | — | — | — | — | (48 | ) | ||||||||||||||||
| Expenses/adjusted expenses: | ||||||||||||||||||||||||
| Ratings | $ | 392 | $ | 1 | $ | — | $ | (2 | ) | $ | (2 | ) | $ | 390 | ||||||||||
| Indices | 130 | — | 3 | — | (9 | ) | 124 | |||||||||||||||||
| Energy | 357 | 28 | 12 | (6 | ) | (33 | ) | 358 | ||||||||||||||||
| Market Intelligence | 979 | (29 | ) | 3 | (26 | ) | (148 | ) | 779 | |||||||||||||||
| Corporate Unallocated expense | 66 | — | (5 | ) | (26 | ) | — | 35 | ||||||||||||||||
| Equity in Income on Unconsolidated Subsidiaries | (11 | ) | — | — | — | (13 | ) | (24 | ) | |||||||||||||||
| Intersegment Elimination | (48 | ) | — | — | — | — | (48 | ) | ||||||||||||||||
| Operating profit/adjusted operating profit: | ||||||||||||||||||||||||
| Ratings | $ | 757 | $ | (1 | ) | $ | — | $ | 2 | $ | 2 | $ | 759 | |||||||||||
| Indices | 315 | — | (3 | ) | — | 9 | 321 | |||||||||||||||||
| Energy | 255 | 40 | (12 | ) | 6 | 33 | 322 | |||||||||||||||||
| Market Intelligence | 220 | (39 | ) | (3 | ) | 26 | 148 | 352 | ||||||||||||||||
12
S&P Global Inc.
Recast Selected Segment Financial Information
(dollars in millions)
Twelve months ended December 31, 2025
| (unaudited) | Previously Reported | Transfers (a) | Allocation Changes (b) | Non-GAAP Adjustments (c) | Deal- Related Amortization | Adjusted (as recast) | ||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Ratings | $ | 4,724 | $ | — | $ | — | $ | — | $ | — | $ | 4,724 | ||||||||||||
| Indices | 1,850 | — | — | — | — | 1,850 | ||||||||||||||||||
| Energy | 2,299 | 226 | — | — | — | 2,525 | ||||||||||||||||||
| Market Intelligence | 4,916 | (226 | ) | — | — | — | 4,690 | |||||||||||||||||
| Intersegment Elimination | (200 | ) | — | — | — | — | (200 | ) | ||||||||||||||||
| Expenses/adjusted expenses: | ||||||||||||||||||||||||
| Ratings | $ | 1,711 | $ | 4 | $ | (1 | ) | $ | (60 | ) | $ | (6 | ) | $ | 1,648 | |||||||||
| Indices | 579 | — | 12 | (5 | ) | (37 | ) | 549 | ||||||||||||||||
| Energy | 1,356 | 106 | 55 | (21 | ) | (130 | ) | 1,366 | ||||||||||||||||
| Market Intelligence | 3,925 | (110 | ) | 6 | (91 | ) | (588 | ) | 3,141 | |||||||||||||||
| Corporate Unallocated expense | 146 | — | (77 | ) | 114 | (4 | ) | 179 | ||||||||||||||||
| Equity in Income on Unconsolidated Subsidiaries | (28 | ) | — | — | — | (41 | ) | (69 | ) | |||||||||||||||
| Intersegment Elimination | (200 | ) | — | — | — | — | (200 | ) | ||||||||||||||||
| Operating profit/adjusted operating profit: | ||||||||||||||||||||||||
| Ratings | $ | 3,013 | $ | (4 | ) | $ | 1 | $ | 60 | $ | 6 | $ | 3,076 | |||||||||||
| Indices | 1,271 | — | (12 | ) | 5 | 37 | 1,301 | |||||||||||||||||
| Energy | 943 | 120 | (55 | ) | 21 | 130 | 1,159 | |||||||||||||||||
| Market Intelligence | 991 | (116 | ) | (6 | ) | 91 | 588 | 1,549 | ||||||||||||||||
Note - Operating profit margin for Ratings, Indices, Energy and Market Intelligence (as recast) was 64%, 68%, 40% and 19% for the twelve months ended December 31, 2025. Adjusted operating profit margin (as recast) for Ratings, Indices, Energy and Market Intelligence was 65%, 70%, 46% and 33% for the twelve months ended December 31, 2025. Adjusted operating profit margin is calculated as adjusted operating profit divided by revenue.
13
S&P Global Inc.
Unaudited Pro Forma Condensed Consolidated Statements of Income
| (in millions, except per share amounts) | 1Q 2026 | 4Q 2025 | 3Q 2025 | 2Q 2025 | 1Q 2025 | Full-Year 2025 | ||||||||||||||||||
| Revenue | $ | 3,717 | $ | 3,472 | $ | 3,443 | $ | 3,317 | $ | 3,357 | $ | 13,589 | ||||||||||||
| Expenses: | ||||||||||||||||||||||||
| Operating-related expenses | 1,099 | 1,053 | 986 | 905 | 1,106 | 4,050 | ||||||||||||||||||
| Selling and general expenses | 639 | 832 | 684 | 760 | 563 | 2,838 | ||||||||||||||||||
| Depreciation | 27 | 28 | 25 | 22 | 21 | 96 | ||||||||||||||||||
| Amortization of intangibles | 200 | 190 | 190 | 194 | 192 | 766 | ||||||||||||||||||
| Total expenses | 1,965 | 2,103 | 1,885 | 1,881 | 1,882 | 7,750 | ||||||||||||||||||
| Gain on dispositions | (175 | ) | (270 | ) | — | (3 | ) | — | (273 | ) | ||||||||||||||
| Equity in income on unconsolidated subsidiaries | — | 1 | (7 | ) | (11 | ) | (11 | ) | (28 | ) | ||||||||||||||
| Operating profit | 1,927 | 1,638 | 1,565 | 1,450 | 1,486 | 6,140 | ||||||||||||||||||
| Other (income) expense, net | (2 | ) | (11 | ) | (2 | ) | (28 | ) | 4 | (36 | ) | |||||||||||||
| Interest expense, net | 96 | 55 | 79 | 77 | 78 | 288 | ||||||||||||||||||
| Income from continuing operations before taxes on income | 1,833 | 1,594 | 1,488 | 1,401 | 1,404 | 5,888 | ||||||||||||||||||
| Provision for taxes on income | 390 | 392 | 315 | 325 | 315 | 1,347 | ||||||||||||||||||
| Net income from continuing operations | 1,443 | 1,202 | 1,173 | 1,076 | 1,089 | 4,541 | ||||||||||||||||||
| Less: net income attributable to noncontrolling interests | (109 | ) | (90 | ) | (89 | ) | (88 | ) | (81 | ) | (349 | ) | ||||||||||||
| Net income from continuing operations attributable to S&P Global Inc. | $ | 1,334 | $ | 1,112 | $ | 1,084 | $ | 988 | $ | 1,008 | $ | 4,192 | ||||||||||||
| Earnings per share from continuing operations attributable to S&P Global Inc. common shareholders: | ||||||||||||||||||||||||
| Net income: | ||||||||||||||||||||||||
| Basic | $ | 4.49 | $ | 3.68 | $ | 3.56 | $ | 3.23 | $ | 3.28 | $ | 13.75 | ||||||||||||
| Diluted | $ | 4.48 | $ | 3.68 | $ | 3.56 | $ | 3.23 | $ | 3.28 | $ | 13.74 | ||||||||||||
| Weighted-average number of common shares outstanding: | ||||||||||||||||||||||||
| Basic | 297.3 | 301.8 | 304.3 | 305.9 | 307.3 | 304.8 | ||||||||||||||||||
| Diluted | 297.6 | 302.1 | 304.5 | 306.1 | 307.7 | 305.1 | ||||||||||||||||||
Note - Quarterly information for the quarters within fiscal 2025 reflect the quarterization of S&P Global’s July 6, 2026 Article 11 Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 2025.
14
| (in millions, except per share amounts) | 1Q 2026 | 4Q 2025 | 3Q 2025 | 2Q 2025 | 1Q 2025 | Full-Year 2025 | ||||||||||||||||||
| Details of Non-GAAP Adjustments | ||||||||||||||||||||||||
| Non-GAAP adjustments for items included in pro forma operating profit (c)(d) | $ | (160 | ) | $ | (153 | ) | $ | 51 | $ | 76 | $ | 51 | $ | 28 | ||||||||||
| Deal-related amortization included in pro forma operating profit | 200 | 191 | 203 | 208 | 205 | $ | 806 | |||||||||||||||||
| Premium amortization benefit | (6 | ) | (6 | ) | (6 | ) | (6 | ) | (6 | ) | (26 | ) | ||||||||||||
| Tax effect of non-GAAP adjustments for items included in pro forma net income from continuing operations | (45 | ) | 12 | (54 | ) | (65 | ) | (60 | ) | (168 | ) | |||||||||||||
| Non-GAAP adjustments for items included in pro forma net income from continuing operations attributable to S&P Global Inc. | $ | (11 | ) | $ | 44 | $ | 194 | $ | 213 | $ | 190 | $ | 640 | |||||||||||
| Reconciliation of Pro Forma Operating Profit to Pro Forma Non-GAAP Adjusted Operating Profit | ||||||||||||||||||||||||
| Pro forma operating profit | $ | 1,927 | $ | 1,638 | $ | 1,565 | $ | 1,450 | $ | 1,486 | $ | 6,140 | ||||||||||||
| Non-GAAP adjustments | 40 | 38 | 254 | 284 | 256 | 834 | ||||||||||||||||||
| Pro forma non-GAAP adjusted operating profit | $ | 1,967 | $ | 1,676 | $ | 1,819 | $ | 1,734 | $ | 1,742 | $ | 6,974 | ||||||||||||
| Reconciliation of Pro Forma Income from Continuing Operations before taxes on income to Pro Forma Non-GAAP Adjusted Segment Operating Profit | ||||||||||||||||||||||||
| Pro forma income from continuing operations before taxes on income | $ | 1,833 | 1,594 | 1,488 | 1,401 | 1,404 | 5,888 | |||||||||||||||||
| Interest expense, net | 96 | 55 | 79 | 77 | 78 | 288 | ||||||||||||||||||
| Other (income) expense, net | (2 | ) | (11 | ) | (2 | ) | (28 | ) | 4 | (36 | ) | |||||||||||||
| Corporate unallocated expense | 43 | (145 | ) | 83 | 70 | 62 | 69 | |||||||||||||||||
| Equity in income on unconsolidated subsidiaries | — | 1 | (7 | ) | (11 | ) | (11 | ) | (28 | ) | ||||||||||||||
| Pro forma segment operating profit | 1,970 | 1,494 | 1,641 | 1,509 | 1,537 | 6,181 | ||||||||||||||||||
| Non-GAAP adjustments (excluding Corporate unallocated non-GAAP adjustments) | 37 | 229 | 212 | 245 | 217 | 904 | ||||||||||||||||||
| Pro forma non-GAAP adjusted segment operating profit | $ | 2,007 | $ | 1,723 | $ | 1,853 | $ | 1,754 | $ | 1,754 | $ | 7,085 | ||||||||||||
| Reconciliation of Pro Forma Net Income from Continuing Operations attributable to S&P Global Inc. to Pro Forma Non-GAAP Adjusted Net Income from Continuing Operations attributable to S&P Global Inc. | ||||||||||||||||||||||||
| Pro forma net income from continuing operations attributable to S&P Global Inc. | $ | 1,334 | $ | 1,112 | $ | 1,084 | $ | 988 | $ | 1,008 | $ | 4,192 | ||||||||||||
| Non-GAAP adjustments | (11 | ) | 44 | 194 | 213 | 190 | 640 | |||||||||||||||||
| Pro forma non-GAAP adjusted net income from continuing operations attributable to S&P Global Inc. | $ | 1,323 | $ | 1,156 | $ | 1,278 | $ | 1,201 | $ | 1,198 | $ | 4,832 | ||||||||||||
15
Reconciliation of Pro Forma Diluted Earnings per Share from Continuing Operations attributable to S&P Global Inc. Common Shareholders to Pro forma non-GAAP Adjusted Diluted Earnings per Share from Continuing Operations attributable to S&P Global Inc. Common Shareholders | ||||||||||||||||||||||||
| Pro forma diluted earnings per share from continuing operations attributable to S&P Global Inc. common shareholders | $ | 4.48 | $ | 3.68 | $ | 3.56 | $ | 3.23 | $ | 3.28 | $ | 13.74 | ||||||||||||
| Non-GAAP adjustments | (0.04 | ) | 0.14 | 0.64 | 0.69 | 0.62 | 2.11 | |||||||||||||||||
| Pro forma non-GAAP adjusted diluted earnings per share from continuing operations attributable to S&P Global Inc. common shareholders | $ | 4.44 | $ | 3.82 | $ | 4.20 | $ | 3.92 | $ | 3.90 | $ | 15.85 |
16
Note - Totals presented may not sum due to rounding.
Note - All presentations of revenue above refer to reported or reported (as recast) revenue.
(a) Reflects the product transfers of 451 Research and Maritime & Trade from Market Intelligence to Energy which include the transfer of both revenue and expenses and a small portion of expenses associated with the transfer of Credit Analytics products from Market Intelligence to Ratings.
(b) Reflects the reallocation of costs historically allocated to Mobility that do not meet the requirements to be presented in discontinued operations and enhancements made to the allocation methodology of enterprise expenses.
(c) Non-GAAP adjustments included in the reported amounts and excluded from the adjusted amounts in the tables above:
Q1 2026
| – | Indices - Employee-related costs of $1 million ($1 million after-tax) and acquisition-related costs of $1 million ($1 million after-tax) |
| – | Energy - Disposition-related costs of $1 million ($1 million after-tax) and acquisition-related costs of $1 million ($1 million after-tax) |
| – | Market Intelligence - Gain on disposition of $172 million ($168 million after-tax), acquisition-related costs of $9 million ($9 million after-tax) and disposition-related costs of $3 million ($2 million after-tax) |
| – | Corporate Unallocated expense - Lease impairments of $5 million ($3 million after-tax) and gain on dispositions of $3 million ($3 million after-tax) |
Q4 2025
| – | Ratings - Employee severance charges of $6 million ($5 million after-tax) and legal costs of $3 million ($2 million after-tax) |
| – | Indices - Employee severance charges of $3 million ($2 million after-tax) |
| – | Energy - Employee severance charges of $9 million ($6 million after-tax) and a statutorily required labor law accrual adjustment of $1 million ($1 million after-tax) |
| – | Market Intelligence - Employee severance charges of $12 million ($8 million after-tax), acquisition-related costs of $8 million ($8 million after-tax), disposition-related costs of $4 million ($3 million after-tax) and a statutorily required labor law accrual adjustment of $3 million ($2 million after-tax) |
| – | Corporate Unallocated expense - Gain on disposition of $270 million ($187 million after-tax), disposition-related costs of $4 million ($1 million after-tax), acquisition-related costs of $20 million ($20 million after-tax), employee severance charges of $19 million ($14 million after-tax), Executive Leadership Team transition costs of $18 million ($14 million after-tax), lease impairments of $7 million ($5 million after-tax), a statutorily required labor law accrual adjustment of $5 million ($3 million after-tax) and legal costs of $3 million ($2 million after-tax) |
17
Q3 2025
| – | Ratings - Legal costs of $12 million ($9 million after-tax) |
| – | Indices - Employee severance charges of $1 million ($1 million after-tax) and acquisition-related costs of $1 million ($1 million after-tax) |
| – | Market Intelligence - Employee severance charges of $11 million ($8 million after-tax), acquisition-related costs of $2 million ($1 million after-tax), disposition-related costs of $4 million ($3 million after-tax) and Executive Leadership Team transition costs of $1 million ($1 million after-tax) |
| – | Corporate Unallocated expense - Executive Leadership Team transition costs of $9 million ($7 million after-tax), lease impairments of $6 million ($5 million after-tax), employee severance charges of $5 million ($4 million after-tax), disposition-related costs of $4 million ($6 million after-tax), acquisition-related costs of $4 million ($4 million after-tax) and legal costs of $1 million ($1 million after-tax) |
Q2 2025
| – | Ratings - Employee severance charges of $8 million ($6 million after-tax) and legal costs of $27 million ($21 million after-tax) |
| – | Energy - Employee severance charges of $4 million ($3 million after-tax) |
| – | Market Intelligence - Employee severance charges of $19 million ($14 million after-tax), acquisition-related costs of $4 million ($3 million after-tax), a gain on disposition of $3 million ($2 million after-tax) and disposition-related costs of $2 million ($1 million after-tax) |
| – | Corporate Unallocated expense - Employee severance charges of $12 million ($9 million after-tax), Executive Leadership Team transition costs of $5 million ($4 million after-tax), disposition-related costs of $2 million ($4 million after-tax), lease impairment of $2 million ($1 million after-tax), acquisition-related costs of $1 million ($1 million after-tax), legal costs of $2 million ($2 million after-tax) and an asset write-off of $1 million ($1 million after-tax) |
Q1 2025
| – | Ratings - Employee severance charges of $2 million ($1 million after-tax) |
| – | Energy - Employee severance charges of $6 million ($5 million after-tax) |
| – | Market Intelligence - Employee severance charges of $14 million ($11 million after-tax), acquisition-related costs of $7 million ($5 million after-tax), Executive Leadership Team transition costs of $4 million ($3 million after-tax) and disposition-related costs of $1 million ($1 million after-tax) |
| – | Corporate Unallocated expense - Employee severance charges of $10 million ($8 million after-tax), Executive Leadership Team transition costs of $8 million ($6 million after-tax), a lease impairment of $6 million ($4 million after-tax) and acquisition-related costs of $2 million ($2 million after-tax) |
(d) Reflects the impact of a Transition Services Agreement whereby S&P Global will provide certain post separation services to Mobility Global on a transitional basis. A pro forma adjustment reducing selling and general expenses by $6 million for the three months ended March 31, 2026 and $9 million for each of the three months ended March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025 is reflected for this contractual arrangement. For the year ended December 31, 2025, a pro forma adjustment reducing selling and general expenses by $35 million is reflected for this contractual arrangement.
18
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On July 1, 2026 (the “Separation Date”), S&P Global Inc. (the “Registrant”, the “Company” or “S&P Global”) completed the previously announced separation of its S&P Global Mobility segment (“Mobility”), into a separate, independent public company, Mobility Global Inc. (“Mobility Global”). The separation was structured as a spin-off (the “Spin-off”), which occurred by way of a pro rata distribution of 100% of the outstanding shares of Mobility Global common stock to the holders of S&P Global common stock. S&P Global shareholders received one share of Mobility Global stock for every one share of S&P Global stock held of record as of the close of business on June 15, 2026 (the “Record Date”). Mobility Global is now an independent public company under the symbol “MBGL“ on the New York Stock Exchange. After the distribution, S&P Global will no longer consolidate Mobility Global into its financial results (the entire transaction is being referred to as the “Separation”).
The unaudited pro forma condensed consolidated financial statements have been derived from the Company’s historical consolidated financial statements and give effect to the Separation. The following unaudited pro forma condensed consolidated statements of income for the three months ended March 31, 2026 and each of the years ended December 31, 2025, 2024 and 2023 reflect the Company’s results as if the Separation had occurred as of January 1, 2023 in that they reflect the reclassification of Mobility as discontinued operations for all periods presented. The adjustments in the “Transaction Accounting Adjustments” column in the unaudited pro forma condensed consolidated statements of income for the three months ended March 31, 2026 and the year ended December 31, 2025 give effect to the Separation and related transactions as if they had occurred as of January 1, 2025. The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 reflects the Company’s financial position as if the Separation had occurred on March 31, 2026. After the date of the Separation, the historical financial results of Mobility through June 30, 2026 will be reflected in our consolidated financial statements as discontinued operations in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for all periods.
The unaudited pro forma condensed consolidated financial statements have been prepared based on the best available information and management estimates and are subject to the assumptions and adjustments described below and in the accompanying notes to those financial statements. They are not intended to be a complete presentation of the Company’s financial position or results of operations had the Separation occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and information purposes only and are not necessarily indicative of the Company’s future results of operations or financial condition had the Separation and related transactions been completed on the dates assumed. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Management believes these assumptions and adjustments are reasonable, given the information available at the filing date. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes.
The unaudited pro forma condensed consolidated financial statements have been prepared to include Transaction Accounting Adjustments to reflect the financial condition and results of operations as if the Separation occurred on January 1, 2025.
The pro forma adjustments are based on currently available information and assumptions management believes are, under the circumstances and given the information available at this time, reasonable, and best reflect the Separation on S&P Global’s financial condition and results of operations. The adjustments included within the “Mobility Discontinued Operations” column of the unaudited pro forma condensed consolidated financial statements are consistent with the guidance for discontinued operations under U.S. GAAP. The Company's current estimates on a discontinued operations basis are preliminary and could change as the Company finalizes discontinued operations accounting to be reported in the Company's 10-Q for the quarter ended September 30, 2026 and its Annual Report on Form 10-K.
The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Regulation S-X Article 11.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Three Months Ended March 31, 2026
| (in millions, except per share amounts) | Historical | Mobility Discontinued Operations (Note a) | S&P Global Continuing Operations (Subtotal) | Transaction Accounting Adjustments | Pro Forma | |||||||||||||||||
| Revenue | $ | 4,171 | $ | 454 | $ | 3,717 | $ | 3,717 | ||||||||||||||
| Expenses: | ||||||||||||||||||||||
| Operating-related expenses | 1,235 | 136 | 1,099 | 1,099 | ||||||||||||||||||
| Selling and general expenses | 802 | 157 | 645 | (6 | ) | (f) | 639 | |||||||||||||||
| Depreciation | 31 | 4 | 27 | 27 | ||||||||||||||||||
| Amortization of intangibles | 276 | 76 | 200 | 200 | ||||||||||||||||||
| Total expenses | 2,344 | 373 | 1,971 | (6 | ) | 1,965 | ||||||||||||||||
| Gain on dispositions | (175 | ) | — | (175 | ) | (175 | ) | |||||||||||||||
| Operating profit | 2,002 | 81 | 1,921 | 6 | 1,927 | |||||||||||||||||
| Other income, net | (2 | ) | — | (2 | ) | (2 | ) | |||||||||||||||
| Interest expense, net | 96 | — | 96 | 96 | ||||||||||||||||||
| Income from continuing operations before taxes on income | 1,908 | 81 | 1,827 | 6 | 1,833 | |||||||||||||||||
| Provision for taxes on income | 404 | 15 | 389 | 1 | (g) | 390 | ||||||||||||||||
| Net income from continuing operations | 1,504 | 66 | 1,438 | 5 | 1,443 | |||||||||||||||||
| Less: net income attributable to noncontrolling interests | (109 | ) | — | (109 | ) | (109 | ) | |||||||||||||||
| Net income from continuing operations attributable to S&P Global Inc. | $ | 1,395 | $ | 66 | $ | 1,329 | $ | 5 | $ | 1,334 | ||||||||||||
| Earnings per share from continuing operations attributable to S&P Global Inc. common shareholders: | ||||||||||||||||||||||
| Net income: | ||||||||||||||||||||||
| Basic | $ | 4.69 | $ | 4.49 | ||||||||||||||||||
| Diluted | $ | 4.69 | $ | 4.48 | ||||||||||||||||||
| Weighted-average number of common shares outstanding: | ||||||||||||||||||||||
| Basic | 297.3 | 297.3 | ||||||||||||||||||||
| Diluted | 297.6 | 297.6 | ||||||||||||||||||||
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2025
| (in millions, except per share amounts) | Historical | Mobility Discontinued Operations (Note a) | S&P Global Continuing Operations (Subtotal) | Transaction Accounting Adjustments | Pro Forma | |||||||||||||||||
| Revenue | $ | 15,336 | $ | 1,747 | $ | 13,589 | $ | 13,589 | ||||||||||||||
| Expenses: | ||||||||||||||||||||||
| Operating-related expenses | 4,563 | 513 | 4,050 | 4,050 | ||||||||||||||||||
| Selling and general expenses | 3,417 | 544 | 2,873 | (35 | ) | ((f) | 2,838 | |||||||||||||||
| Depreciation | 110 | 14 | 96 | 96 | ||||||||||||||||||
| Amortization of intangibles | 1,069 | 303 | 766 | 766 | ||||||||||||||||||
| Total expenses | 9,159 | 1,374 | 7,785 | (35 | ) | 7,750 | ||||||||||||||||
| Gain on dispositions | (273 | ) | — | (273 | ) | (273 | ) | |||||||||||||||
| Equity in income on unconsolidated subsidiaries | (28 | ) | — | (28 | ) | (28 | ) | |||||||||||||||
| Operating profit | 6,478 | 373 | 6,105 | 35 | 6,140 | |||||||||||||||||
| Other income, net | (36 | ) | — | (36 | ) | (36 | ) | |||||||||||||||
| Interest expense, net | 287 | (1 | ) | 288 | 288 | |||||||||||||||||
| Income from continuing operations before taxes on income | 6,227 | 374 | 5,853 | 35 | 5,888 | |||||||||||||||||
| Provision for taxes on income | 1,407 | 69 | 1,338 | 9 | (g) | 1,347 | ||||||||||||||||
| Net income from continuing operations | 4,820 | 305 | 4,515 | 26 | 4,541 | |||||||||||||||||
| Less: net income attributable to noncontrolling interests | (349 | ) | — | (349 | ) | (349 | ) | |||||||||||||||
| Net income from continuing operations attributable to S&P Global Inc. | $ | 4,471 | $ | 305 | $ | 4,166 | $ | 26 | $ | 4,192 | ||||||||||||
| Earnings per share from continuing operations attributable to S&P Global Inc. common shareholders: | ||||||||||||||||||||||
| Net income: | ||||||||||||||||||||||
| Basic | $ | 14.67 | $ | 13.75 | ||||||||||||||||||
| Diluted | $ | 14.66 | $ | 13.74 | ||||||||||||||||||
| Weighted-average number of common shares outstanding: | ||||||||||||||||||||||
| Basic | 304.8 | 304.8 | ||||||||||||||||||||
| Diluted | 305.1 | 305.1 | ||||||||||||||||||||
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2024
| (in millions, except per share amounts) | Historical | Mobility Discontinued Operations (Note a) | Pro Forma | |||||||||
| Revenue | $ | 14,208 | $ | 1,609 | $ | 12,599 | ||||||
| Expenses: | ||||||||||||
| Operating-related expenses | 4,361 | 487 | 3,874 | |||||||||
| Selling and general expenses | 3,196 | 433 | 2,763 | |||||||||
| Depreciation | 96 | 13 | 83 | |||||||||
| Amortization of intangibles | 1,077 | 302 | 775 | |||||||||
| Total expenses | 8,730 | 1,235 | 7,495 | |||||||||
| Gain on dispositions | (59 | ) | — | (59 | ) | |||||||
| Equity in income on unconsolidated subsidiaries | (43 | ) | — | (43 | ) | |||||||
| Operating profit | 5,580 | 374 | 5,206 | |||||||||
| Other income, net | (25 | ) | — | (25 | ) | |||||||
| Interest expense, net | 297 | (1 | ) | 298 | ||||||||
| Income from continuing operations before taxes on income | 5,308 | 375 | 4,933 | |||||||||
| Provision for taxes on income | 1,141 | 92 | 1,049 | |||||||||
| Net income from continuing operations | 4,167 | 283 | 3,884 | |||||||||
| Less: net income attributable to noncontrolling interests | (315 | ) | — | (315 | ) | |||||||
| Net income from continuing operations attributable to S&P Global Inc. | $ | 3,852 | $ | 283 | $ | 3,569 | ||||||
| Earnings per share from continuing operations attributable to S&P Global Inc. common shareholders: | ||||||||||||
| Net income: | ||||||||||||
| Basic | $ | 12.36 | $ | 11.46 | ||||||||
| Diluted | $ | 12.35 | $ | 11.44 | ||||||||
| Weighted-average number of common shares outstanding: | ||||||||||||
| Basic | 311.6 | 311.6 | ||||||||||
| Diluted | 311.9 | 311.9 | ||||||||||
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2023
| (in millions, except per share amounts) | Historical | Mobility Discontinued Operations (Note a) | Pro Forma | |||||||||
| Revenue | $ | 12,497 | $ | 1,484 | $ | 11,013 | ||||||
| Expenses: | ||||||||||||
| Operating-related expenses | 4,141 | 408 | 3,733 | |||||||||
| Selling and general expenses | 3,159 | 448 | 2,711 | |||||||||
| Depreciation | 101 | 9 | 92 | |||||||||
| Amortization of intangibles | 1,042 | 302 | 740 | |||||||||
| Total expenses | 8,443 | 1,167 | 7,276 | |||||||||
| Loss on dispositions | 70 | — | 70 | |||||||||
| Equity in income on unconsolidated subsidiaries | (36 | ) | — | (36 | ) | |||||||
| Operating profit | 4,020 | 317 | 3,703 | |||||||||
| Other expense, net | 15 | — | 15 | |||||||||
| Interest expense, net | 334 | (1 | ) | 335 | ||||||||
| Income from continuing operations before taxes on income | 3,671 | 318 | 3,353 | |||||||||
| Provision for taxes on income | 778 | 63 | 715 | |||||||||
| Net income from continuing operations | 2,893 | 255 | 2,638 | |||||||||
| Less: net income attributable to noncontrolling interests | (267 | ) | — | (267 | ) | |||||||
| Net income from continuing operations attributable to S&P Global Inc. | $ | 2,626 | $ | 255 | $ | 2,371 | ||||||
| Earnings per share from continuing operations attributable to S&P Global Inc. common shareholders: | ||||||||||||
| Net income: | ||||||||||||
| Basic | $ | 8.25 | $ | 7.45 | ||||||||
| Diluted | $ | 8.23 | $ | 7.43 | ||||||||
| Weighted-average number of common shares outstanding: | ||||||||||||
| Basic | 318.4 | 318.4 | ||||||||||
| Diluted | 318.9 | 318.9 | ||||||||||
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Unaudited Pro Forma Condensed Consolidated Balance Sheet at March 31, 2026
| (in millions) | Historical | Mobility Discontinued Operations (Note a) | S&P Global Continuing Operations (Subtotal) | Transaction Accounting Adjustments |
Pro Forma | ||||||||||||||||
| ASSETS | |||||||||||||||||||||
| Current assets: | |||||||||||||||||||||
| Cash and cash equivalents | $ | 1,810 | $ | 121 | $ | 1,689 | $ | 1,974 | (b) | $ | 3,663 | ||||||||||
| Restricted cash | — | — | — | — | |||||||||||||||||
| Accounts receivable, net | 3,493 | 217 | 3,276 | 3,276 | |||||||||||||||||
| Prepaid and other current assets | 889 | 35 | 854 | 854 | |||||||||||||||||
| Assets held for sale | 128 | — | 128 | 128 | |||||||||||||||||
| Total current assets | 6,320 | 373 | 5,947 | 1,974 | 7,921 | ||||||||||||||||
| Property and equipment, net | 261 | 19 | 242 | 242 | |||||||||||||||||
| Right of use assets | 388 | 23 | 365 | 365 | |||||||||||||||||
| Goodwill | 36,357 | 8,858 | 27,499 | 27,499 | |||||||||||||||||
| Other intangible assets, net | 15,977 | 3,674 | 12,303 | 12,303 | |||||||||||||||||
| Equity investments in unconsolidated subsidiaries | 605 | — | 605 | 605 | |||||||||||||||||
| Other non-current assets | 884 | 48 | 836 | 836 | |||||||||||||||||
| Total assets | $ | 60,792 | $ | 12,995 | $ | 47,797 | $ | 1,974 | $ | 49,771 | |||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||
| Accounts payable | $ | 510 | $ | 47 | $ | 463 | $ | 463 | |||||||||||||
| Accrued compensation and contributions to retirement plans | 439 | 24 | 415 | 415 | |||||||||||||||||
| Short-term debt | 2,697 | — | 2,697 | 2,697 | |||||||||||||||||
| Income taxes currently payable | 482 | 4 | 478 | 50 | (c) | 528 | |||||||||||||||
| Unearned revenue | 3,980 | 94 | 3,886 | 3,886 | |||||||||||||||||
| Other current liabilities | 1,200 | 27 | 1,173 | 106 | (d) | 1,279 | |||||||||||||||
| Liabilities held for sale | 27 | — | 27 | 27 | |||||||||||||||||
| Total current liabilities | 9,335 | 196 | 9,139 | 156 | 9,295 | ||||||||||||||||
| Long-term debt | 10,621 | — | 10,621 | 10,621 | |||||||||||||||||
| Lease liabilities — non-current | 458 | 18 | 440 | 440 | |||||||||||||||||
| Pension and other postretirement benefits | 176 | 1 | 175 | 175 | |||||||||||||||||
| Deferred tax liability — non-current | 3,226 | 962 | 2,264 | 2,264 | |||||||||||||||||
| Other non-current liabilities | 771 | 1 | 770 | 770 | |||||||||||||||||
| Total liabilities | 24,587 | 1,178 | 23,409 | 156 | 23,565 | ||||||||||||||||
| Equity: | |||||||||||||||||||||
| Redeemable noncontrolling interests | 4,917 | — | 4,917 | 4,917 | |||||||||||||||||
| Commitments and contingencies | |||||||||||||||||||||
| Common stock | 415 | — | 415 | 415 | |||||||||||||||||
| Additional paid-in capital | 44,507 | — | 44,507 | 44,507 | |||||||||||||||||
| Retained income | 24,804 | 11,793 | 13,011 | 1,818 | (e) | 14,829 | |||||||||||||||
| Accumulated other comprehensive loss | (736 | ) | 24 | (760 | ) | (760 | ) | ||||||||||||||
| Less: common stock in treasury | (37,817 | ) | — | (37,817 | ) | (37,817 | ) | ||||||||||||||
| Total equity — controlling interests | 31,173 | 11,817 | 19,356 | 1,818 | 21,174 | ||||||||||||||||
| Total equity — noncontrolling interests | 115 | — | 115 | 115 | |||||||||||||||||
| Total equity | 31,288 | 11,817 | 19,471 | 1,818 | 21,289 | ||||||||||||||||
| Total liabilities and equity | $ | 60,792 | $ | 12,995 | $ | 47,797 | $ | 1,974 | $ | 49,771 | |||||||||||
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Mobility Discontinued Operations
| (a) | Reflects the operations of Mobility that will qualify as discontinued operations in accordance with the guidance set forth in ASC 205, Presentation of Financial Statements. This includes the assets, liabilities, equity and results of operations and the non-recurring costs, primarily consisting of professional fees, that are directly related to the Separation. Certain liabilities and general corporate overhead expenses that were not specifically related to Mobility were excluded, as they did not meet the discontinued operations criteria including: |
| i. | General corporate overhead costs which were historically allocated to Mobility that included labor and non-labor expenses related to the Company’s corporate support functions (e.g. finance, accounting, treasury, information technology, legal, among others) that historically provided support to Mobility. |
| ii. | The impact of intercompany purchases and sales between the Company and Mobility that were eliminated in consolidation. |
Transaction Accounting Adjustments
| (b) | Reflects the net cash distribution to the Company received from Mobility Global of $1.974 billion in connection with the Separation. |
| (c) | Reflects additional tax liabilities of $50 million recorded by S&P Global as a result of the Separation. |
| (d) | Reflects $106 million of additional non-recurring costs to complete the Separation. These costs primarily relate to investment banker fees, legal fees, third-party consulting fees and other costs directly related to the Separation. There is no pro forma adjustment to reflect these expenses in the pro forma condensed consolidated statements of income because they will be classified within discontinued operations. |
| (e) | Reflects the impact to the Company’s equity from the pro forma adjustments described in notes (b) - (d). |
| (f) | Reflects the impact of a Transition Services Agreement whereby S&P Global will provide certain post separation services to Mobility Global on a transitional basis. A pro forma adjustment reducing selling and general expenses by $6 million and $35 million for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively, is reflected for this contractual arrangement. |
| (g) | Represents $1 million and $9 million for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively, of the income tax pro forma adjustments. This adjustment was determined by applying the relevant statutory tax rates to the jurisdictional mix of income including the pre-tax pro forma adjustment described in note (f) above. |