Form 8-K/A
8-K/A — S&P Global Inc.
Accession: 0001104659-26-080571
Filed: 2026-07-06
Period: 2026-07-01
CIK: 0000064040
SIC: 7320 (SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES)
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K/A — tm2619099d2_8ka.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (tm2619099d2_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm2619099d2_ex99-2.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
July 1, 2026
S&P Global
Inc.
(Exact Name of Registrant as specified in its charter)
New York
1-1023
13-1026995
(State or other jurisdiction
of incorporation or organization)
(Commission
File No.)
(IRS Employer
Identification No.)
55 Water Street, New York, New
York 10041
(Address of Principal Executive Offices) (Zip Code)
(212) 438-1000
(Registrant’s telephone number, including area code)
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)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of Exchange on which registered
Common stock (par value $1.00 per share)
SPGI
New York Stock Exchange
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).
Emerging
growth company ¨
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
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2619099d2_ex99-1.htm · Sequence: 2
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)
1
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
2
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
3
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)
4
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;
5
· 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.
6
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
7
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
8
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
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm2619099d2_ex99-2.htm · Sequence: 3
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.
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Jul. 01, 2026
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