Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)
The following Management's Discussion and Analysis ("MD&A") provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, "S&P Global," the "Company," "we," "us" or "our") for the three and nine months ended September 30, 2026. The MD&A should be read in conjunction with the consolidated financial statements, accompanying notes and MD&A included in our Form 10-K for the year ended December 31, 2025 (our "Form 10-K"), which have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The MD&A includes the following sections:
•Overview
•Results of Operations - Comparing the Three and Nine Months Ended September 30, 2026 and 2025
•Liquidity and Capital Resources
•Reconciliation of Non-GAAP Financial Information
•Critical Accounting Estimates
•Recently Issued or Adopted Accounting Standards
•Forward-Looking Statements
OVERVIEW
We are a global, diversified, and highly differentiated provider of benchmarks, data, analytics and workflow solutions in the global capital and energy and commodity markets. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers and the energy and commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture. We serve our global customers through a broad range of products and services available through both third-party and proprietary distribution channels.
On July 1, 2026, the previously announced separation (the "Separation") of Mobility Global Inc. ("Mobility Global") from S&P Global became effective. The separation of Mobility Global, which comprises the business of S&P Global and its subsidiaries which previously operated under the S&P Global Mobility ("Mobility") segment, 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 effective as of 12:01 a.m. New York City time on July 1, 2026, with holders of S&P Global common stock receiving one share of Mobility Global common stock for every share of S&P Global common stock held at the close of business on June 15, 2026 (the "Record Date"). Following the Distribution, Mobility Global became an independent, publicly-traded company with its common stock listed under the symbol "MBGL" on the New York Stock Exchange.
Our operations consist of four reportable segments: S&P Global Ratings ("Ratings"), S&P Dow Jones Indices ("Indices"), S&P Global Energy ("Energy") and S&P Global Market Intelligence ("Market Intelligence").
•Ratings is an independent provider of credit ratings, research, and analytics.
•Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
•Energy is a leading independent provider of information and benchmark prices for the energy and commodity markets.
•Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions.
The accounting requirements for reporting Mobility as a discontinued operation were met when the Separation was completed. Accordingly, the historical results of Mobility have been presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented.
The Company's presentation of discontinued operations excludes general corporate overhead costs that were historically allocated to Mobility that do not meet the requirements to be presented in discontinued operations. Such allocations include labor and non-labor expenses related to S&P Global's corporate support functions (e.g., finance, accounting, treasury, information technology, legal, among others) that historically provided support to Mobility. In addition, discontinued operations excludes historical intercompany purchases and sales between S&P Global and Mobility that were eliminated in consolidation.
Beginning with the third quarter of 2026, the presentation of certain products and related revenue and expenses within the Company's segment reporting was revised to align with management's current view of the business. Accordingly, 451 Research and Maritime & Trade are reported in Energy rather than Market Intelligence, and a small portion of expenses of Credit Analytics-related expenses are reported in Ratings rather than Market intelligence. These changes affected reportable segments results only and did not impact the consolidated financial statements. All prior periods presented have been recast to conform with current presentation.
Key results for the periods ended September 30 are as follows:
| (in millions, except per share amounts) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change 1 | 2026 | 2025 | % Change 1 | ||||||||||||||||||||||||||||||
| Revenue | $ | 3,678 | $ | 3,443 | 7% | $ | 11,074 | $ | 10,117 | 9% | |||||||||||||||||||||||||
Operating profit 2 | $ | 1,956 | $ | 1,556 | 26% | $ | 5,627 | $ | 4,476 | 26% | |||||||||||||||||||||||||
| Operating margin % | 53 | % | 45 | % | 51 | % | 44 | % | |||||||||||||||||||||||||||
| Diluted earnings per share from continuing operations | $ | 4.45 | $ | 3.54 | 26% | $ | 12.98 | $ | 10.10 | 29% | |||||||||||||||||||||||||
1 % changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented.
2 Operating profit for the three and nine months ended September 30, 2026 includes disposition-related costs of $5 million and $12 million, respectively, gain on dispositions of $200 million and $386 million, respectively, acquisition-related costs of $8 million and $24 million, respectively, lease impairments of $5 million and $10 million, respectively, and a reversal of a statutorily required labor law accrual adjustment of $5 million and $2 million, respectively. Operating profit for the nine months ended September 30, 2026 includes employee severance charges of $44 million, asset impairment of $4 million, employee-related costs of $3 million, and legal costs of $1 million. Operating profit for the three and nine months ended September 30, 2025 includes employee severance charges of $18 million and $94 million, respectively, acquisition-related costs of $6 million and $19 million, respectively, legal costs of $13 million and $42 million, respectively, disposition-related costs of $7 million and $12 million, respectively, Executive Leadership Team transition costs of $10 million and $27 million, respectively, and lease impairments of $6 million and $14 million, respectively. Operating profit for the nine months ended September 30, 2025 includes a gain on disposition of $3 million and asset write-offs of $1 million. Operating profit also includes amortization of intangibles from acquisitions of $199 million and $203 million for the three months ended September 30, 2026 and 2025, respectively, and $598 million and $615 million for the nine months ended September 30, 2026 and 2025, respectively.
Three Months
Revenue increased 7% driven by increases at all of our reportable segments. The increase at Indices was primarily due to an increase in asset linked fees revenue driven by higher levels of assets under management for ETFs and mutual funds, higher exchange-traded derivative revenue and higher data subscription revenue. The increase at Market Intelligence was primarily due to subscription revenue growth in Kensho Data and Platforms driven by increases in data feed products, RatingsXpress® and RatingsDirect®, and the favorable impact of retroactive revenue from delayed renewals. An increase in recurring variable revenue primarily due to increased volumes also contributed to revenue growth. Revenue at Market Intelligence was favorably impacted by the acquisition of With Intelligence in November of 2025 and unfavorably impacted by the disposition of the Enterprise Data Management and thinkFolio businesses in January of 2026. The increase at Energy was primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts. The increase at Ratings was driven by both transaction and non-transaction revenue. Transaction revenue increased due to higher corporate bond ratings revenue primarily driven by strong investment grade issuance, partially offset by lower bank loan ratings revenue and a decrease in structured finance revenue. Non-transaction revenue increased primarily due to an increase in surveillance revenue, an increase in revenue at our Crisil subsidiary and higher Ratings Evaluation Service ("RES") activity. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Operating profit increased 26%. Excluding the impact of a higher gain on dispositions in 2026 of 15 percentage points, higher employee severance charges in 2025 of 1 percentage point, higher legal costs in 2025 of 1 percentage point and Executive Leadership Team transition costs in 2025 of 1 percentage point, operating profit increased 8%. The increase was primarily due to revenue growth, partially offset by higher compensation costs, higher technology costs and investments in strategic initiatives. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Nine Months
Revenue increased 9% driven by increases at all of our reportable segments. The increase at Ratings was driven by both transaction and non-transaction revenue. Transaction revenue increased due to higher corporate bond ratings revenue primarily driven by strong investment grade issuance, partially offset by lower bank loan ratings revenue. Non-transaction revenue increased primarily due to an increase in surveillance revenue, an increase in revenue at our Crisil subsidiary and higher RES activity. The increase at Indices was primarily due to an increase in asset linked fees revenue driven by higher levels of assets under management for ETFs and mutual funds, higher exchange-traded derivative revenue and higher data subscription revenue. The increase at Market Intelligence was primarily due to subscription revenue growth in Kensho Data and Platforms driven by increases in data feed products, RatingsXpress® and RatingsDirect®, and the favorable impact of retroactive revenue from delayed renewals. An increase in recurring variable revenue due to increased volumes also contributed to revenue growth. Revenue at Market Intelligence was favorably impacted by the acquisition of With Intelligence in November of 2025 and unfavorably impacted by the disposition of the Enterprise Data Management and thinkFolio businesses in January of 2026. The increase at Energy was primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts. Foreign exchange rates had a favorable impact of less than 1 percentage point.
Operating profit increased 26%. Excluding the impact of a higher gain on dispositions in 2026 of 10 percentage points, higher employee severance charges in 2025 of 1 percentage point, higher legal costs in 2025 of 1 percentage point higher Executive Leadership Team transition costs in 2025 of 1 percentage point and higher amortization of intangibles from acquisitions in 2025 of 1 percentage point, operating profit increased 12%. The increase was primarily due to revenue growth, partially offset by higher compensation costs, higher technology costs and investments in strategic initiatives. Foreign exchange rates had a favorable impact of 1 percentage point.
Our Strategy
We are a global, diversified, and highly differentiated provider of benchmarks, data, analytics and workflow solutions in the global capital and energy and commodity markets. Our mission is Advancing Essential Intelligence.
Our industry-leading benchmarks, differentiated data, and solutions provide a unique value proposition that provide customers with the ability to make more confident decisions and stay a step ahead. Our strategy focuses on three key objectives: to Advance market leadership, Expand high-growth adjacencies, and Amplify enterprise capabilities and integration of AI. In 2026, we are focused on delivering on these key strategic priorities.
Advance Market Leadership
•Delivering market-leading value proposition through best-in-class products, including world-class benchmarks and highly differentiated data, that are transforming the user experience, accelerating innovation, and optimizing go-to-market to enhance client retention and growth; and
•Expanding trusted, enduring client relationships through differentiated products and best-in-class client experiences that meet clients' evolving needs.
Expand High-Growth Adjacencies
•Accelerating in high-growth adjacencies such as private markets, energy expansion, supply chain intelligence, wealth, and decentralized finance, alongside leading-edge AI and technology, such as blockchain and quantum computing.
Amplify Enterprise Capabilities and AI
•Enabling growth, innovation, and operating leverage through our integrated operating model that removes siloes across enterprise data, enterprise technology, and client coverage teams;
•Driving cutting-edge innovation, in line with client expectations, by integrating and scaling new technology and AI into our products and our operations, and leveraging strategic collaborations and new potential commercial models;
•Enhancing our data estate by continuing to add differentiated data sets at scale, thereby enabling new revenue, efficiency, and time-to-market;
•Leveraging technology, process and skills innovation to empower our people, enhance productivity, and deliver enterprise impact via a people-forward culture, skills focus, people + AI process redesign, and aligned incentives; and
•Continually improving our ongoing commitment to risk management.
We believe that delivering on our key strategic priorities will create shareholder value through long-term profitable growth and we expect to continue to deliver targeted capital return to shareholders.
There can be no assurance that we will achieve success in implementing any one or more of these strategies as a variety of factors could unfavorably impact operating results, including prolonged difficulties in the global credit markets and a change in the regulatory environment affecting our businesses. See Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.
RESULTS OF OPERATIONS - COMPARING THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
Consolidated Review
| (in millions) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Revenue | $ | 3,678 | $ | 3,443 | 7% | $ | 11,074 | $ | 10,117 | 9% | |||||||||||||||||||||||||
| Total Expenses: | |||||||||||||||||||||||||||||||||||
| Operating-related expenses | 1,034 | 986 | 5% | 3,159 | 2,996 | 5% | |||||||||||||||||||||||||||||
| Selling and general expenses | 660 | 693 | (5)% | 1,990 | 2,032 | (2)% | |||||||||||||||||||||||||||||
| Depreciation and amortization | 228 | 215 | 6% | 684 | 644 | 6% | |||||||||||||||||||||||||||||
| Total expenses | 1,922 | 1,894 | 2% | 5,833 | 5,672 | 3% | |||||||||||||||||||||||||||||
| Gain on dispositions | (200) | - | N/M | (386) | (3) | N/M | |||||||||||||||||||||||||||||
| Equity in income on unconsolidated subsidiaries | - | (7) | N/M | - | (28) | N/M | |||||||||||||||||||||||||||||
| Operating profit | 1,956 | 1,556 | 26% | 5,627 | 4,476 | 26% | |||||||||||||||||||||||||||||
| Other income, net | (4) | (2) | N/M | (10) | (25) | 60% | |||||||||||||||||||||||||||||
| Interest expense, net | 87 | 79 | 10% | 267 | 233 | 14% | |||||||||||||||||||||||||||||
| Provision for taxes on income | 467 | 312 | 49% | 1,220 | 918 | 33% | |||||||||||||||||||||||||||||
| Income from continuing operations | 1,406 | 1,167 | 21% | 4,150 | 3,350 | 24% | |||||||||||||||||||||||||||||
| Discontinued operations, net | (58) | 98 | N/M | 25 | 246 | (90)% | |||||||||||||||||||||||||||||
| Less: net income from continuing operations attributable to noncontrolling interests | (108) | (89) | (22)% | (323) | (259) | (25)% | |||||||||||||||||||||||||||||
| Net income attributable to S&P Global Inc. | $ | 1,240 | $ | 1,176 | 5% | $ | 3,852 | $ | 3,337 | 15% | |||||||||||||||||||||||||
N/M - Represents a change equal to or in excess of 100% or not meaningful
Revenue
The following table provides consolidated revenue information for the periods ended September 30:
| (in millions) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Revenue | $ | 3,678 | $ | 3,443 | 7% | $ | 11,074 | $ | 10,117 | 9% | |||||||||||||||||||||||||
| Subscription revenue | 1,719 | 1,624 | 6% | 5,042 | 4,774 | 6% | |||||||||||||||||||||||||||||
| Non-subscription / transaction revenue | 746 | 729 | 2% | 2,453 | 2,166 | 13% | |||||||||||||||||||||||||||||
| Non-transaction revenue | 539 | 521 | 3% | 1,618 | 1,505 | 8% | |||||||||||||||||||||||||||||
| Asset-linked fees | 375 | 303 | 24% | 1,062 | 876 | 21% | |||||||||||||||||||||||||||||
| Sales usage-based royalties | 123 | 108 | 14% | 381 | 329 | 16% | |||||||||||||||||||||||||||||
| Recurring variable | 176 | 158 | 11% | 518 | 467 | 11% | |||||||||||||||||||||||||||||
| % of total revenue: | |||||||||||||||||||||||||||||||||||
| Subscription revenue | 47 | % | 47 | % | 45 | % | 47 | % | |||||||||||||||||||||||||||
| Non-subscription / transaction revenue | 20 | % | 21 | % | 22 | % | 21 | % | |||||||||||||||||||||||||||
| Non-transaction revenue | 15 | % | 15 | % | 15 | % | 15 | % | |||||||||||||||||||||||||||
| Asset-linked fees | 10 | % | 9 | % | 10 | % | 9 | % | |||||||||||||||||||||||||||
| Sales usage-based royalties | 3 | % | 3 | % | 3 | % | 3 | % | |||||||||||||||||||||||||||
| Recurring variable | 5 | % | 5 | % | 5 | % | 5 | % | |||||||||||||||||||||||||||
| U.S. revenue | $ | 2,176 | $ | 1,995 | 9% | $ | 6,567 | $ | 5,891 | 11% | |||||||||||||||||||||||||
| International revenue: | |||||||||||||||||||||||||||||||||||
| European region | 873 | 861 | 1% | 2,672 | 2,530 | 6% | |||||||||||||||||||||||||||||
| Asia | 445 | 417 | 7% | 1,290 | 1,182 | 9% | |||||||||||||||||||||||||||||
| Rest of the world | 184 | 170 | 8% | 545 | 514 | 6% | |||||||||||||||||||||||||||||
| Total international revenue | $ | 1,502 | $ | 1,448 | 4% | $ | 4,507 | $ | 4,226 | 7% | |||||||||||||||||||||||||
| % of total revenue: | |||||||||||||||||||||||||||||||||||
| U.S. revenue | 59 | % | 58 | % | 59 | % | 58 | % | |||||||||||||||||||||||||||
| International revenue | 41 | % | 42 | % | 41 | % | 42 | % | |||||||||||||||||||||||||||
Three Months
Revenue increased 7% as compared to the three months ended September 30, 2025. Subscription revenue increased in 2026 primarily due to growth in Kensho Data and Platforms driven by increases in data feed products, RatingsXpress® and RatingsDirect®, and the favorable impact of retroactive revenue from delayed renewals; continued demand for Energy market data and market insights products; and higher data subscription revenue at Indices. Non-subscription / transaction revenue increased primarily due to higher corporate bond ratings revenue at Ratings and an increases in consulting revenue and conference revenue at Energy. Non-transaction revenue increased primarily due to an increase in surveillance revenue, an increase in revenue at our Crisil subsidiary and higher RES activity at Ratings. Asset linked fees increased at Indices primarily due to higher levels of assets under management for ETFs and mutual funds. The increase in sales-usage based royalties was driven by higher exchange-traded derivative revenue at Indices. Recurring variable revenue at Market Intelligence increased due to increased volumes. See "Segment Review" below for further information.
The unfavorable impact of foreign exchange rates reduced revenue by less than 1 percentage point. This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.
Nine Months
Revenue increased 9% as compared to the nine months ended September 30, 2025. Subscription revenue increased in 2026 primarily due to growth in Kensho Data and Platforms driven by increases in data feed products, RatingsXpress® and RatingsDirect®, the favorable impact of retroactive revenue from delayed renewals; continued demand for Energy market data and market insights products; and higher data subscription revenue at Indices. Non-subscription / transaction revenue increased primarily due to higher corporate bond ratings revenue at Ratings, and increases in conference revenue and consulting revenue at Energy. Non-transaction revenue increased primarily due to an increase in surveillance revenue, an increase in revenue at our Crisil subsidiary and higher RES activity at Ratings. Asset linked fees increased at Indices primarily due to higher levels of assets under management for ETFs and mutual funds. The increase in sales-usage based royalties was driven by higher exchange-traded derivative revenue at Indices and the licensing of our proprietary market data to commodity exchanges at Energy. Recurring variable revenue at Market Intelligence increased due to increased volumes. See "Segment Review" below for further information.
The favorable impact of foreign exchange rates increased revenue by less than 1 percentage point. This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.
Total Expenses
The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the
periods ended September 30:
Three Months
| (in millions) | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||
|
Operating- related expenses |
Selling and general expenses |
Operating- related expenses |
Selling and general expenses |
Operating- related expenses |
Selling and general expenses | ||||||||||||||||||||||||||||||
Ratings 1 | 281 | 146 | 267 | 147 | 5% | (1)% | |||||||||||||||||||||||||||||
Indices 2 | 79 | 76 | 70 | 67 | 11% | 13% | |||||||||||||||||||||||||||||
Energy 3 | 192 | 148 | 188 | 138 | 3% | 7% | |||||||||||||||||||||||||||||
Market Intelligence 4 | 518 | 276 | 493 | 281 | 5% | (1)% | |||||||||||||||||||||||||||||
Intersegment eliminations 5 | (55) | - | (51) | - | (8)% | N/M | |||||||||||||||||||||||||||||
| Total segments | 1,015 | 646 | 967 | 633 | 5% | 2% | |||||||||||||||||||||||||||||
Corporate Unallocated expense 6 | 19 | 14 | 19 | 60 | (4)% | (76)% | |||||||||||||||||||||||||||||
| Total | $ | 1,034 | $ | 660 | $ | 986 | $ | 693 | 5% | (5)% | |||||||||||||||||||||||||
N/M - Represents a change equal to or in excess of 100% or not meaningful
1 In 2025, selling and general expenses include legal costs of $12 million.
2 In 2025, selling and general expenses include employee severance charges of $1 million and acquisition-related costs of $1 million.
3 In 2026, selling and general expenses include acquisition-related costs of $6 million, disposition-related costs of $4 million and a reversal of a statutorily required labor law accrual adjustment of $1 million.
4 In 2026, selling and general expenses include a reversal of a statutorily required labor law accrual adjustment of $2 million, disposition-related costs of $2 million and acquisition-related costs of $1 million. In 2025, selling and general expenses include employee severance charges of $11 million, acquisition-related costs of $2 million, disposition-related costs of $4 million and Executive Leadership Team transition costs of $1 million.
5 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
6 In 2026, selling and general expenses include lease impairments of $5 million, a reversal of a statutorily required labor law accrual adjustment of $2 million and acquisition-related costs of $1 million. In 2025, selling and general expenses include Executive Leadership Team transition costs of $9 million, lease impairments of $6 million, employee severance charges of $5 million, acquisition-related costs of $4 million, disposition-related costs of $4 million and legal costs of $1 million.
Operating-Related Expenses
Operating-related expenses increased 5% primarily driven by higher compensation costs, higher technology costs and an increase in strategic initiatives.
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
Selling and General Expenses
Selling and general expenses decreased 5%. Selling and general expenses increased 2% excluding the impact of higher employee severance charges in 2025 of 3 percentage points, higher legal costs in 2025 of 2 percentage points, Executive Leadership Team transition costs in 2025 of 1 percentage point, and a reversal of a statutorily required labor law accrual adjustment in 2026 of 1 percentage point. The increase was primarily driven by higher compensation costs, higher technology costs and an increase in strategic initiatives.
Depreciation and Amortization
Depreciation and amortization increased $13 million to $228 million in 2026 compared to 2025 primarily due to higher intangible asset amortization driven by a recent acquisition at Market Intelligence and higher depreciation due to new asset purchases, partially offset by assets being fully amortized.
Nine Months
| (in millions) | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||
|
Operating- related expenses |
Selling and general expenses |
Operating- related expenses |
Selling and general expenses |
Operating- related expenses |
Selling and general expenses | ||||||||||||||||||||||||||||||
Ratings 1 | $ | 847 | $ | 418 | $ | 788 | $ | 439 | 7% | (5)% | |||||||||||||||||||||||||
Indices 2 | 232 | 216 | 203 | 186 | 14% | 16% | |||||||||||||||||||||||||||||
Energy 3 | 628 | 428 | 610 | 404 | 3% | 6% | |||||||||||||||||||||||||||||
Market Intelligence 4 | 1,559 | 856 | 1,491 | 851 | 5% | 1% | |||||||||||||||||||||||||||||
Intersegment eliminations 5 | (158) | - | (147) | - | (8)% | N/M | |||||||||||||||||||||||||||||
| Total segments | 3,108 | 1,918 | 2,945 | 1,880 | 6% | 2% | |||||||||||||||||||||||||||||
Corporate Unallocated expense 6 | 51 | 72 | 51 | 152 | 1% | (53)% | |||||||||||||||||||||||||||||
| Total | $ | 3,159 | $ | 1,990 | $ | 2,996 | $ | 2,032 | 5% | (2)% | |||||||||||||||||||||||||
N/M - Represents a change equal to or in excess of 100% or not meaningful
1 In 2026, selling and general expenses include employee severance charges of $8 million. In 2025, selling and general expenses include legal costs of $39 million and employee severance charges of $10 million.
2 In 2026, selling and general expenses include employee-related costs of $2 million, employee severance charges of $1 million and acquisition-related costs of $1 million. In 2025, selling and general expenses include employee severance charges of $1 million and acquisition-related costs of $1 million.
3 In 2026, selling and general expenses include acquisition-related costs of $9 million, employee severance charges of $8 million, disposition-related costs of $6 million, asset impairment of $4 million and a reversal of a statutorily required labor law accrual adjustment of $1 million. In 2025, selling and general expenses include employee severance charges of $10 million.
4 In 2026, selling and general expenses include employee severance charges of $15 million, acquisition-related costs of $13 million and disposition-related costs of $6 million. In 2025, selling and general expenses include employee severance charges of $44 million, acquisition-related costs of $12 million, disposition-related costs of $6 million and Executive Leadership Team transition costs of $5 million.
5 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
6 In 2026, selling and general expenses include employee severance charges of $11 million, lease impairments of $10 million, acquisition-related costs of $2 million and a reversal of a statutorily required labor law accrual adjustment of $2 million. In 2025, selling and general expenses include employee severance charges of $28 million, Executive Leadership Team transition costs of $22 million, lease impairments of $14 million, acquisition-related costs of $6 million, disposition-related costs of $6 million, legal costs of $3 million and an asset write-off of $1 million.
Operating-Related Expenses
Operating-related expenses increased 5% primarily driven by higher compensation costs, higher technology costs and an increase in strategic initiatives.
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
Selling and General Expenses
Selling and general expenses decreased 2%. Selling and general expenses increased 4% excluding the impact of higher employee severance charges in 2025 of 3 percentage points, higher legal costs in 2025 of 2 percentage points and Executive Leadership Team transition costs in 2025 of 1 percentage point. The increase was primarily driven by higher compensation costs, higher technology costs and an increase in strategic initiatives.
Depreciation and Amortization
Depreciation and amortization increased $40 million to $684 million in 2026 compared to 2025 primarily due to higher intangible asset amortization driven by a recent acquisition at Market Intelligence and higher depreciation due to new asset purchases, partially offset by assets being fully amortized.
Gain on Dispositions
During the three and nine months ended September 30, 2026, we recorded a pre-tax gain of $200 million ($136 million after-tax) and $386 million ($315 million after-tax), respectively, related to the following dispositions:
•On September 1, 2026, we completed the sale of Energy's geoscience and petroleum engineering software portfolio to Schlumberger (SLB), a global technology company driving energy innovation across more than 100 countries. During the three and nine months ended September 30, 2026, we recorded a pre-tax gain of $200 million ($136 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of the geoscience and petroleum engineering software portfolio.
•In April of 2026, we sold our facility at Centennial, Colorado. During the nine months ended September 30, 2026, we recorded a pre-tax gain of $11 million ($8 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Centennial.
•On January 12, 2026, we completed the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment to Symphony Technology Group ("STG"), a private equity firm focused on building and scaling market-leading software, data and analytics companies. During the nine months ended September 30, 2026, we recorded a pre-tax gain of $172 million ($168 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment.
•In March of 2026, we recorded a pre-tax gain of $3 million ($3 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of OSTTRA in October of 2025.
During the nine months ended September 30, 2025, we recorded a pre-tax gain of $3 million ($2 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Fincentric in August of 2024.
Operating Profit
We consider operating profit to be an important measure for evaluating our operating performance and we evaluate operating profit for each of the reportable business segments in which we operate.
We internally manage our operations by reference to operating profit with economic resources allocated primarily based on each segment's contribution to operating profit. Segment operating profit is defined as operating profit before Corporate Unallocated expense and Equity in Income on Unconsolidated Subsidiaries.
The tables below reconcile segment operating profit to total operating profit for the periods ended September 30:
Three Months
| (in millions) | 2026 | 2025 | % Change | ||||||||||||||
Ratings 1 | $ | 834 | $ | 818 | 2% | ||||||||||||
Indices 2 | 388 | 313 | 24% | ||||||||||||||
Energy 3 | 469 | 249 | 88% | ||||||||||||||
Market Intelligence 4 | 301 | 252 | 19% | ||||||||||||||
| Total segment operating profit | 1,992 | 1,632 | 22% | ||||||||||||||
Corporate Unallocated expense 5 | (36) | (83) | 56% | ||||||||||||||
Equity in income on unconsolidated subsidiaries 6 | - | 7 | N/M | ||||||||||||||
| Total operating profit | $ | 1,956 | $ | 1,556 | 26% | ||||||||||||
N/M - Represents a change equal to or in excess of 100% or not meaningful
1 2025 includes legal costs of $12 million. 2026 and 2025 include amortization of intangibles from acquisitions of $1 million.
2 2025 includes employee severance charges of $1 million and acquisition-related costs of $1 million. 2026 and 2025 include amortization of intangibles from acquisitions of $10 million and $9 million, respectively.
3 2026 includes a gain on disposition of $200 million, acquisition-related costs of $6 million, disposition-related costs of $4 million, and a reversal of a statutorily required labor law accrual adjustment of $1 million. 2026 and 2025 include amortization of intangibles from acquisitions of $32 million.
4 2026 includes a reversal of a statutorily required labor law accrual adjustment of $2 million, disposition-related costs of $2 million and acquisition-related costs of $1 million. 2025 includes employee severance charges of $11 million, acquisition-related costs of $2 million, disposition-related costs of $4 million and Executive Leadership Team transition costs of $1 million. 2026 and 2025 include amortization of intangibles from acquisitions of $154 million and $146 million, respectively.
5 2026 includes lease impairments of $5 million, a reversal of a statutorily required labor law accrual adjustment of $2 million and acquisition-related costs of $1 million. 2025 includes Executive Leadership Team transition costs of $9 million, lease impairments of $6 million, employee severance charges of $5 million, acquisition-related costs of $4 million, disposition-related costs of $4 million and legal costs of $1 million. 2026 and 2025 include amortization of intangibles from acquisitions of $2 million and $1 million, respectively.
6 2025 includes amortization of intangibles from acquisitions of $14 million.
Segment Operating Profit - Segment operating profit increased 22% as compared to 2025. Excluding the impact of a higher gain on dispositions in 2026 of 13 percentage points, higher employee severance charges in 2025 of 1 percentage point, higher legal costs in 2025 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2026 of 1
percentage point, operating profit increased 8% primarily due to revenue growth, partially offset by higher compensation costs, higher technology costs and investments in strategic initiatives. See "Segment Review" below for further information.
Corporate Unallocated Expense - Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses. Corporate Unallocated expense decreased 56% compared to 2025. Excluding the impact of Executive Leadership Team transition costs in 2025 of 6 percentage points, employee severance charges in 2025 of 3 percentage points, higher disposition-related costs in 2025 of 2 percentage points, higher acquisition-related costs in 2025 of 2 percentage points, a reversal of a statutorily required labor law accrual adjustment in 2026 of 1 percentage point and higher lease impairments in 2025 of 1 percentage point, Corporate Unallocated expense decreased 41% primarily due to lower professional fees and incentives.
Equity in Income on Unconsolidated Subsidiaries - On October 10, 2025, the Company and CME Group completed the sale of OSTTRA, an investment in a 50/50 joint venture arrangement with shared control with CME Group that combined each company's post-trade services into a joint venture. Equity in Income on Unconsolidated Subsidiaries was $7 million for the three months ended September 30, 2025.
Foreign exchange rates had an unfavorable impact on operating profit of less than 1 percentage point. This impact refers to currency comparisons and the remeasurement of monetary assets and liabilities. Currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year. Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual business's functional currency.
Nine Months
| (in millions) | 2026 | 2025 | % Change | ||||||||||||||
Ratings 1 | $ | 2,619 | $ | 2,286 | 15% | ||||||||||||
Indices 2 | 1,125 | 932 | 21% | ||||||||||||||
Energy 3 | 1,029 | 779 | 32% | ||||||||||||||
Market Intelligence 4 | 979 | 665 | 47% | ||||||||||||||
| Total segment operating profit | 5,752 | 4,662 | 23% | ||||||||||||||
Corporate Unallocated expense 5 | (125) | (214) | 42% | ||||||||||||||
Equity in income on unconsolidated subsidiaries 6 | - | 28 | N/M | ||||||||||||||
| Total operating profit | $ | 5,627 | $ | 4,476 | 26% | ||||||||||||
N/M - Represents a change equal to or in excess of 100% or not meaningful
1 2026 includes employee severance charges of $8 million. 2025 includes legal costs of $39 million and employee severance charges of $10 million. 2026 and 2025 include amortization of intangibles from acquisitions of $3 million and $5 million, respectively.
2 2026 includes employee-related costs of $2 million, employee severance charges of $1 million and acquisition-related costs of $1 million. 2025 includes employee severance charges of $1 million and acquisition-related costs of $1 million. 2026 and 2025 include amortization of intangibles from acquisitions of $29 million and $27 million, respectively.
3 2026 includes a gain on disposition of $200 million, employee severance charges of $8 million, acquisition-related costs of $9 million, disposition-related costs of $6 million, asset impairment of $4 million and a reversal of a statutorily required labor law accrual adjustment of $1 million. 2025 includes employee severance charges of $10 million. 2026 and 2025 include amortization of intangibles from acquisitions of $98 million.
4 2026 includes gain on disposition of $172 million, employee severance charges of $15 million, acquisition-related costs of $13 million, and disposition-related costs of $6 million. 2025 includes employee severance charges of $44 million, acquisition-related costs of $12 million, Executive Leadership Team transition costs of $5 million, disposition-related costs of $6 million and a gain on disposition of $3 million. 2026 and 2025 include amortization of intangibles from acquisitions of $464 million and $443 million, respectively.
5 2026 includes a gain on dispositions of $14 million, employee severance charges of $11 million, lease impairments of $10 million, acquisition-related costs of $2 million and a reversal of a statutorily required labor law accrual adjustment of $2 million. 2025 includes employee severance charges of $28 million, Executive Leadership Team transition costs of $22 million, lease impairments of $14 million, acquisition-related costs of $6 million, disposition-related costs of $6 million, legal costs of $3 million and an asset write-off of $1 million. 2026 and 2025 include amortization of intangibles from acquisitions of $4 million and $2 million, respectively.
6 2025 includes amortization of intangibles from acquisitions of $40 million.
Segment Operating Profit - Segment operating profit increased 23% as compared to 2025. Excluding the impact of a gain on dispositions in 2026 of 9 percentage points, higher employee severance charges in 2025 of 1 percentage point, legal settlement costs in 2025 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2026 of 1 percentage point, operating profit increased 13% primarily due to revenue growth, partially offset by higher compensation costs, higher technology costs and investments in strategic initiatives. See "Segment Review" below for further information.
Corporate Unallocated Expense - Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses. Corporate Unallocated expense decreased 42% compared to 2025. Excluding the impact of Executive Leadership Team transition costs in 2025 of 9 percentage points, higher employee severance charges in 2025 of 7 percentage points, a gain on dispositions in 2026 of 4 percentage points, disposition-related costs in 2025 of 2 percentage points, higher acquisition-related costs in 2025 of 2 percentage points, higher lease impairments in 2025 of 2 percentage points, legal costs in 2025 of 1 percentage point, a reversal of a statutorily required labor law accrual adjustment in 2026 of 1 percentage point and an asset write-off in 2025 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2026 of 1 percentage point, Corporate Unallocated expense decreased 14% primarily due to lower professional fees and incentives.
Equity in Income on Unconsolidated Subsidiaries - On October 10, 2025, the Company and CME Group completed the sale of OSTTRA, an investment in a 50/50 joint venture arrangement with shared control with CME Group that combined each company's post-trade services into a joint venture. Equity in Income on Unconsolidated Subsidiaries was $28 million for the nine months ended September 30, 2025.
Foreign exchange rates had a favorable impact on operating profit of 1 percentage point. This impact refers to currency comparisons and the remeasurement of monetary assets and liabilities. Currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year. Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual business's functional currency.
Other Income, net
Other income, net includes gains and losses on our mark-to-market investments and the net periodic benefit cost for our retirement and post retirement plans. Other income, net was $4 million for the three months ended September 30, 2026 compared to $2 million for the three months ended September 30, 2025 and $10 million for the nine months ended September 30, 2026 compared to $25 million for the nine months ended September 30, 2025 due to higher losses on our mark-to-market investments in the three months ended September 30, 2025 and higher gains on our mark-to-market investments in the nine months ended September 30, 2025.
Interest Expense, net
Interest expense, net was $87 million for the three months ended September 30, 2026 compared to $79 million for the three months ended September 30, 2025 and $267 million for the nine months ended September 30, 2026 compared to $233 million for the nine months ended September 30, 2025, primarily due to an increase in interest expense related to the issuance of our senior notes in December of 2025 and increased expense related to commercial paper borrowings in 2026 to partially finance the Company's ASR agreements entered into in 2026 and short-term working capital requirements.
Provision for Income Taxes
The effective income tax rate was 24.9% and 22.7% for the three and nine months ended September 30, 2026, respectively, and 21.1% and 21.5% for the three and nine months ended September 30, 2025, respectively. The higher 2026 rates are primarily due to a combination of discrete adjustments including tax charge on divestitures.
The Organization for Economic Co-operation and Development ("OECD") introduced an international tax framework under Pillar Two that provides for a global minimum tax of 15%, which is implemented through local legislation in participating jurisdictions. The effects of Pillar Two taxes enacted in jurisdictions in which we operate have been reflected in our results and did not have a material impact on our consolidated financial statements.
On January 5, 2026, the OECD issued administrative guidance outlining a framework under which U.S.-parented groups may be excluded from the application of the OECD's global minimum tax rules. Each member jurisdiction will need to adopt this guidance into local law, and the timing and manner of adoption may vary. We are continuing to monitor developments related to this guidance and will evaluate the impact on our financial statements as additional information becomes available.
Discontinued Operations
On July 1, 2026, the previously announced Separation of Mobility Global from S&P Global became effective. The historical results of Mobility have been presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented. See Note 2 - Acquisitions, Divestitures and Discontinued Operations to the consolidated financial statements of this Form 10-Q for further information.
Segment Review
Ratings
Ratings is an independent provider of credit ratings, research, and analytics. Credit ratings are forward-looking opinions about an issuer's relative creditworthiness. They are one of several tools investors can use when making decisions about purchasing bonds and other fixed income investments. Our ratings express our opinion about the ability and willingness of an issuer, such as a corporation or state or city government, to meet its financial obligations in full and on time. Our credit ratings can also relate to the credit quality of an individual debt issue, such as a corporate or municipal bond, and the relative likelihood that the issue may default.
On October 26, 2026, we announced the completion of the acquisition of OpenZeppelin, the security standard for onchain finance. The transaction complements S&P Global's risk assessment capabilities in digital asset markets and brings OpenZeppelin's deep expertise in onchain ecosystem development, enhancing its ability to create the next generation of onchain security assessments and benchmarks, and deliver essential intelligence as capital markets transition onchain. The acquisition is part of our Ratings segment and is not material to our consolidated financial statements.
On July 28, 2026, we announced an agreement to acquire a majority stake in Agusto & Co., a leading Pan-African rating agency with operations in Nigeria, Kenya, Rwanda and Ghana. The investment, a strategic step for both companies, will complement and support the growth strategy of our Ratings segment in Africa. The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including receipt of required regulatory approvals. The proposed acquisition is not expected to have a material impact to our consolidated financial statements.
Ratings disaggregates its revenue between transaction and non-transaction. Transaction revenue primarily includes fees associated with:
•ratings related to new issuance of corporate and government debt instruments, as well as structured finance debt instruments; and
•bank loan ratings.
Non-transaction revenue primarily includes fees for surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics at Crisil. Non-transaction revenue also includes an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. Royalty revenue was $47 million and $137 million for the three and nine months ended September 30, 2026, respectively, and $44 million and $128 million for the three and nine months ended September 30, 2025, respectively.
The following table provides revenue and segment operating profit information for the periods ended September 30:
| (in millions) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Revenue | $ | 1,271 | $ | 1,240 | 2% | $ | 3,912 | $ | 3,537 | 11% | |||||||||||||||||||||||||
| Transaction revenue | $ | 677 | $ | 668 | 1% | $ | 2,135 | $ | 1,885 | 13% | |||||||||||||||||||||||||
| Non-transaction revenue | $ | 594 | $ | 572 | 4% | $ | 1,777 | $ | 1,652 | 8% | |||||||||||||||||||||||||
| % of total revenue: | |||||||||||||||||||||||||||||||||||
Transaction revenue | 53 | % | 54 | % | 55 | % | 53 | % | |||||||||||||||||||||||||||
| Non-transaction revenue | 47 | % | 46 | % | 45 | % | 47 | % | |||||||||||||||||||||||||||
| U.S. revenue | $ | 737 | $ | 729 | 1% | $ | 2,296 | $ | 2,051 | 12% | |||||||||||||||||||||||||
| International revenue | $ | 534 | $ | 511 | 5% | $ | 1,616 | $ | 1,486 | 9% | |||||||||||||||||||||||||
| % of total revenue: | |||||||||||||||||||||||||||||||||||
| U.S. revenue | 58 | % | 59 | % | 59 | % | 58 | % | |||||||||||||||||||||||||||
| International revenue | 42 | % | 41 | % | 41 | % | 42 | % | |||||||||||||||||||||||||||
Operating profit 1 | $ | 834 | $ | 818 | 2% | $ | 2,619 | $ | 2,286 | 15% | |||||||||||||||||||||||||
| Operating margin % | 66 | % | 66 | % | 67 | % | 65 | % | |||||||||||||||||||||||||||
1Operating profit for the nine months ended September 30, 2026 includes employee severance charges of $8 million. Operating profit for the three and nine months ended September 30, 2025 includes legal costs of $12 million and $39 million, respectively. Operating profit for the nine months ended September 30, 2025 includes employee severance charges $10 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $1 million for the three months ended September 30, 2026 and 2025, and $3 million and $5 million for the nine months ended September 30, 2026 and 2025, respectively.
Three Months
Revenue increased 2%, with a unfavorable impact from foreign exchange rates of 1 percentage point. The increase in revenue was driven by both transaction and non-transaction revenue. Non-transaction revenue increased primarily due to an increase in surveillance revenue, an increase in revenue at our Crisil subsidiary and higher Ratings Evaluation Service ("RES") activity. Transaction revenue increased due to higher corporate bond ratings revenue primarily driven by strong investment grade issuance, partially offset by lower bank loan ratings revenue driven due to lower refinancing activity and a decrease in structured finance revenue driven by decreased collateralized loan obligations ("CLOs") issuance volumes. Transaction and non-transaction revenue also benefited from improved contract terms across product categories.
Operating profit increased 2%. Excluding the impact of legal costs in 2025 of 2 percentage points, operating profit remained unchanged due to revenue growth, offset by higher compensation costs driven by annual merit increases and additional headcount, higher technology costs and an increase in strategic investments. Foreign exchange rates had an unfavorable impact of 1 percentage point.
Nine Months
Revenue increased 11%, with a favorable impact from foreign exchange rates of 1 percentage point. The increase in revenue was driven by both transaction and non-transaction revenue. Transaction revenue increased due to higher corporate bond ratings revenue primarily driven by strong investment grade issuance, partially offset by lower bank loan ratings revenue driven due to lower refinancing activity. An increase in structured finance revenue also contributed to transaction revenue growth. Non-transaction revenue increased primarily due to an increase in surveillance revenue, an increase in revenue at our Crisil subsidiary and higher RES activity. Transaction and non-transaction revenue also benefited from improved contract terms across product categories.
Operating profit increased 15%. Excluding the impact of legal costs in 2025 of 3 percentage points, operating profit increased 12% primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and additional headcount, higher technology costs and an increase in strategic investments. Foreign exchange rates had a favorable impact of 2 percentage points.
Billed Issuance Volumes
We monitor billed issuance volumes regularly within Ratings. Billed issuance excludes items that do not impact transaction revenue, such as issuance from frequent issuer programs, unrated debt, and most international public finance to more effectively correlate issuance activity to movements in transaction revenue.
The following table provides billed issuance levels based on Ratings' internal data feeds for the periods ended September 30:
| Three Months | Nine Months | ||||||||||||||||||||||||||||||||||
| (in billions) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||
Investment-grade billed issuance* | $ | 503 | $ | 392 | 28% | $ | 1,663 | $ | 1,261 | 32% | |||||||||||||||||||||||||
High-yield billed issuance * | $ | 154 | $ | 185 | (17)% | $ | 440 | $ | 446 | (1)% | |||||||||||||||||||||||||
Other billed issuance ** | $ | 570 | $ | 563 | 1% | $ | 1,622 | $ | 1,533 | 6% | |||||||||||||||||||||||||
| Total billed issuance | $ | 1,227 | $ | 1,140 | 8% | $ | 3,725 | $ | 3,240 | 15% | |||||||||||||||||||||||||
Note - Totals presented may not sum due to rounding.
* Includes Corporates, Financial Services and Infrastructure.
** Includes Bank Loans, Structured Finance and Government.
Third quarter billed issuance was up primarily due to increases in investment grade driven by AI-related issuance and M&A transactions. High yield and bank loans decreased in the third quarter driven by lower refinancing activity.
For a further discussion of competitive and other risks inherent in our Ratings business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 - Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.
Indices
Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors. Indices' mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative products, and provide investors with tools to monitor world markets.
Indices derives revenue from asset-linked fees when investors direct funds into its proprietary designed or owned indexes, sales usage-based royalties of its indices, as well as data subscription arrangements. Specifically, Indices generates revenue from the following sources:
•Investment vehicles - asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices' benchmarks that generate revenue through fees based on assets and underlying funds;
•Exchange traded derivatives - generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges;
•Index-related licensing fees - fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and
•Data and customized index subscription fees - fees from supporting index fund management, portfolio analytics and research.
The following table provides revenue and segment operating profit information for the periods ended September 30:
| (in millions) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Revenue | $ | 554 | $ | 462 | 20% | $ | 1,606 | $ | 1,352 | 19% | |||||||||||||||||||||||||
| Asset-linked fees | $ | 375 | $ | 303 | 24% | $ | 1,062 | $ | 876 | 21% | |||||||||||||||||||||||||
| Subscription revenue | $ | 87 | $ | 82 | 7% | $ | 258 | $ | 237 | 9% | |||||||||||||||||||||||||
| Sales usage-based royalties | $ | 92 | $ | 77 | 19% | $ | 286 | $ | 239 | 20% | |||||||||||||||||||||||||
| % of total revenue: | |||||||||||||||||||||||||||||||||||
| Asset-linked fees | 68 | % | 65 | % | 66 | % | 65 | % | |||||||||||||||||||||||||||
| Subscription revenue | 16 | % | 18 | % | 16 | % | 17 | % | |||||||||||||||||||||||||||
| Sales usage-based royalties | 16 | % | 17 | % | 18 | % | 18 | % | |||||||||||||||||||||||||||
| U.S. revenue | $ | 449 | $ | 372 | 21% | $ | 1,290 | $ | 1,087 | 19% | |||||||||||||||||||||||||
| International revenue | $ | 105 | $ | 90 | 17% | $ | 316 | $ | 265 | 19% | |||||||||||||||||||||||||
| % of total revenue: | |||||||||||||||||||||||||||||||||||
| U.S. revenue | 81 | % | 81 | % | 80 | % | 80 | % | |||||||||||||||||||||||||||
| International revenue | 19 | % | 19 | % | 20 | % | 20 | % | |||||||||||||||||||||||||||
Operating profit 1 | $ | 388 | $ | 313 | 24% | $ | 1,125 | $ | 932 | 21% | |||||||||||||||||||||||||
| Less: net operating profit attributable to noncontrolling interests | 101 | 83 | 299 | 238 | |||||||||||||||||||||||||||||||
| Net operating profit | $ | 287 | $ | 230 | 24% | $ | 826 | $ | 694 | 19% | |||||||||||||||||||||||||
| Operating margin % | 70 | % | 68 | % | 70 | % | 69 | % | |||||||||||||||||||||||||||
| Net operating margin % | 52 | % | 50 | % | 51 | % | 51 | % | |||||||||||||||||||||||||||
1 Operating profit for the nine months ended September 30, 2026 includes employee-related costs of $2 million, employee severance charges of $1 million and acquisition-related costs of $1 million. Operating profit for the three and nine months ended September 30, 2025 includes employee severance charges of $1 million and acquisition-related costs of $1 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $10 million and $9 million for the three months ended September 30, 2026 and 2025, respectively, and $29 million and $27 million for the nine months ended September 30, 2026 and 2025, respectively.
Three Months
Revenue at Indices increased 20% primarily due to an increase in asset linked fees revenue driven by higher levels of assets under management ("AUM") for ETFs and mutual funds, higher exchange-traded derivative revenue and higher data subscription revenue. Ending AUM for ETFs increased 26% to $6.517 trillion compared to September 30, 2025 and average levels of AUM for ETFs increased 32% to $6.516 trillion compared to the three months ended September 30, 2025. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Operating profit increased 24%. Excluding employee severance charges in 2025 of 1 percentage point and higher acquisition-related costs in 2025 of 1 percentage point, operating profit increased 22% primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases, higher incentives and additional headcount, and an increase in strategic investments. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Nine Months
Revenue at Indices increased 19% primarily due to an increase in asset linked fees revenue driven by higher levels of AUM for ETFs and mutual funds, higher exchange-traded derivative revenue and higher data subscription revenue. Ending AUM for ETFs increased 26% to $6.517 trillion compared to September 30, 2025 and average levels of AUM for ETFs increased 32% to $6.048 trillion compared to the nine months ended September 30, 2025. Foreign exchange rates had a favorable impact of less than 1 percentage point.
Operating profit increased 21%. Excluding employee-related costs in 2026 of 1 percentage point, operating profit increased 20% primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases, higher incentives and additional headcount, and an increase in strategic investments. Foreign exchange rates had a favorable impact of less than 1 percentage point.
For a further discussion of competitive and other risks inherent in our Indices business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 - Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.
Energy
Energy is a leading independent provider of information and benchmark prices for the energy and commodity markets. Energy provides essential price information, analytics, industry insights and software & services, enabling the energy and commodity markets to function with greater transparency and efficiency.
On September 1, 2026, we completed the acquisition of datacenterHawk, a leading provider of proprietary intelligence for global data center, fiber optic and related infrastructure markets. The acquisition combines datacenterHawk's asset-level intelligence on data center supply, demand, pricing, pipelines and site selection with Energy's comprehensive coverage of global power markets across grid infrastructure intelligence, supply and demand forecasting, and leading datacenter forecasting, market outlooks, and technology intelligence from 451 Research. The acquisition of datacenterHawk is not material to our consolidated financial statements.
On September 1, 2026, we completed the sale of Energy's geoscience and petroleum engineering software portfolio to Schlumberger (SLB), a global technology company driving energy innovation across more than 100 countries. During the three and nine months ended September 30, 2026, we recorded a pre-tax gain of $200 million ($136 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of the geoscience and petroleum engineering software portfolio.
On March 18, 2026, we completed the acquisition of Enertel AI Corporation, a company specializing in AI and machine learning-driven short-term power price forecasting for North American electricity markets. The acquisition is part of our Energy segment. With the addition of Enertel AI Corporation, Energy now delivers real-time, AI-powered nodal price forecasts and decision tools that physical power traders, utilities and asset operators rely on to navigate the rapidly evolving grid. The acquisition of Enertel AI Corporation is not material to our consolidated financial statements.
Energy includes the following business lines:
•Platts - benchmark products, including price assessments, forward curves, global trading services, and related news and reports; and
•CERA - proprietary data, research, and content for petroleum, gas, power & renewables, petrochemicals, metals & steel, agriculture, and other commodities, exploration & production data and insights, analytics, products for the maritime and trade market, consulting services, conferences and events such as CERAWeek.
Energy's revenue is generated primarily through the following sources:
•Subscription revenue - primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products and software term licenses;
•Sales usage-based royalties - primarily from licensing our proprietary market price data and price assessments to commodity exchanges; and
•Non-subscription revenue - conference sponsorship, consulting engagements and events.
The following table provides revenue and segment operating profit information for the periods ended September 30:
| (in millions) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Revenue | $ | 645 | $ | 609 | 6% | $ | 1,992 | $ | 1,896 | 5% | |||||||||||||||||||||||||
| Subscription revenue | $ | 583 | $ | 556 | 5% | $ | 1,708 | $ | 1,637 | 4% | |||||||||||||||||||||||||
| Sales usage-based royalties | $ | 31 | $ | 31 | -% | $ | 95 | $ | 90 | 6% | |||||||||||||||||||||||||
| Non-subscription revenue | $ | 31 | $ | 22 | 37% | $ | 189 | $ | 169 | 12% | |||||||||||||||||||||||||
| % of total revenue: | |||||||||||||||||||||||||||||||||||
| Subscription revenue | 90 | % | 91 | % | 86 | % | 86 | % | |||||||||||||||||||||||||||
| Sales usage-based royalties | 5 | % | 5 | % | 5 | % | 5 | % | |||||||||||||||||||||||||||
| Non-subscription revenue | 5 | % | 4 | % | 9 | % | 9 | % | |||||||||||||||||||||||||||
| U.S. revenue | $ | 241 | $ | 222 | 9% | $ | 798 | $ | 764 | 4% | |||||||||||||||||||||||||
| International revenue | $ | 404 | $ | 387 | 4% | $ | 1,194 | $ | 1,132 | 5% | |||||||||||||||||||||||||
| % of total revenue: | |||||||||||||||||||||||||||||||||||
| U.S. revenue | 37 | % | 36 | % | 40 | % | 40 | % | |||||||||||||||||||||||||||
| International revenue | 63 | % | 64 | % | 60 | % | 60 | % | |||||||||||||||||||||||||||
Operating profit 1 | $ | 469 | $ | 249 | 88% | $ | 1,029 | $ | 779 | 32% | |||||||||||||||||||||||||
| Operating margin % | 73 | % | 41 | % | 52 | % | 41 | % | |||||||||||||||||||||||||||
1Operating profit for the three and nine months ended September 30, 2026 includes a gain on disposition of $200 million, acquisition-related costs of $6 million and $9 million, respectively, disposition-related costs of $4 million and $6 million, respectively, and a reversal of a statutorily required labor law accrual adjustment of $1 million. Operating profit for the nine months ended September 30, 2026 includes employee severance charges of $8 million and asset impairment of $4 million. Operating profit for the nine months ended September 30, 2025 includes employee severance charges of $10 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $32 million for the three months ended September 30, 2026 and 2025, and $98 million for the nine months ended September 30, 2026 and 2025.
Three Months
Revenue increased 6% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts. An increase in consulting revenue driven by strong demand and growth in conference revenue which was favorably impact of event timing also contributed to revenue growth. Revenue was favorably impacted by the acquisitions of DatacenterHawk, Enertel AI Corporation and Automatic Identification System (AIS) data services business of ORBCOMM Inc. in September of 2026, March of 2026 and November of 2025, respectively, and unfavorably impacted by the sale of Energy's geoscience and petroleum engineering software portfolio. The Platts and CERA businesses both contributed to revenue growth in the third quarter of 2026. Foreign exchange rates had a favorable impact of less than 1 percentage point.
Operating profit increased 88%. Excluding the impact of a gain on disposition in 2026 of 82 percentage points, partially offset by higher disposition-related costs in 2026 of 2 percentage points and higher acquisition-related costs in 2026 of 2 percentage points, operating profit increased 10%. The increase was primarily due to revenue growth, partially offset by higher technology costs and investment in strategic initiatives. Foreign exchange rates had an unfavorable impact of 1 percentage point.
Nine Months
Revenue increased 5% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts. Growth in conference revenue including increased attendance at CERAWeek in 2026, an increase in sales usage-based royalties from the licensing of our proprietary market data to commodity exchanges due to increased trading volumes for Platts based contracts across all commodity sectors in the first quarter of 2026 and an increase in consulting revenue also contributed to revenue growth. Revenue was favorably impacted by the acquisitions of DatacenterHawk, Enertel AI Corporation and Automatic Identification System (AIS) data services business of ORBCOMM Inc. in September of 2026, March of 2026 and November of 2025, respectively, and unfavorably impacted by the sale of Energy's geoscience and petroleum engineering software portfolio. The Platts and CERA businesses both contributed to revenue growth in the nine months ended September 30, 2026. Foreign exchange rates had a favorable impact of less than 1
percentage point.
Operating profit increased 32%. Excluding the impact of a gain on disposition in 2026 of 27 percentage points, partially offset by higher disposition-related costs in 2026 of 1 percentage point, higher acquisition-related costs in 2026 of 1 percentage point and an asset impairment in 2026 of 1 percentage point, operating profit increased 8%. The increase was primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases, technology costs and investment in strategic initiatives. Foreign exchange rates had an unfavorable impact of 1 percentage point.
For a further discussion of competitive and other risks inherent in our Energy business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 - Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.
Market Intelligence
Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions. Market Intelligence's portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.
On January 12, 2026, we completed the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment to Symphony Technology Group ("STG"), a private equity firm focused on building and scaling market-leading software, data and analytics companies. During the nine months ended September 30, 2026, we recorded a pre-tax gain of $172 million ($168 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment.
Market Intelligence includes two business lines:
•Kensho Data & Platforms - a desktop product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products) and a broad range of research, market data and derived analytics covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms. This also includes issuer solutions for public companies, data and insight into Financial Institutions, the telecoms, technology and media space as well as energy transition and sustainability and supply chain data analytics. This business line also includes a commercial arm that sells Ratings' credit ratings and related data and research and advanced analytics which includes subscription-based offerings, RatingsXpress®, RatingsDirect® and Credit Analytics; and
•Enterprise Solutions - software and workflow solutions that help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements. The portfolio includes industry leading financial technology solutions like Wall Street Office, Information Mosaic, and iLevel. Our Primary Markets Group offering delivers bookbuilding platforms across multiple assets including municipal bonds, equities and fixed income. This business line also includes reference data and valuation services, and financial risk solutions.
Subscription revenue at Market Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information through both feed and web-based channels. Subscription revenue also includes software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term. Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued. Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing conferences and events, and analytical services.
The following table provides revenue and segment operating profit information for the periods ended September 30:
| (in millions) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Revenue | $ | 1,263 | $ | 1,183 | 7% | $ | 3,723 | $ | 3,479 | 7% | |||||||||||||||||||||||||
| Subscription revenue | $ | 1,049 | $ | 986 | 6% | $ | 3,076 | $ | 2,900 | 6% | |||||||||||||||||||||||||
| Recurring variable revenue | $ | 176 | $ | 158 | 11% | $ | 518 | $ | 467 | 11% | |||||||||||||||||||||||||
| Non-subscription revenue | $ | 38 | $ | 39 | (2)% | $ | 129 | $ | 112 | 15% | |||||||||||||||||||||||||
| % of total revenue: | |||||||||||||||||||||||||||||||||||
| Subscription revenue | 83 | % | 83 | % | 83 | % | 83 | % | |||||||||||||||||||||||||||
| Recurring variable revenue | 14 | % | 14 | % | 14 | % | 14 | % | |||||||||||||||||||||||||||
| Non-subscription revenue | 3 | % | 3 | % | 3 | % | 3 | % | |||||||||||||||||||||||||||
| U.S. revenue | $ | 779 | $ | 705 | 11% | $ | 2,270 | $ | 2,085 | 9% | |||||||||||||||||||||||||
| International revenue | $ | 484 | $ | 478 | 1% | $ | 1,453 | $ | 1,394 | 4% | |||||||||||||||||||||||||
| % of total revenue: | |||||||||||||||||||||||||||||||||||
| U.S. revenue | 62 | % | 60 | % | 61 | % | 60 | % | |||||||||||||||||||||||||||
| International revenue | 38 | % | 40 | % | 39 | % | 40 | % | |||||||||||||||||||||||||||
Operating profit 1 | $ | 301 | $ | 252 | 19% | $ | 979 | $ | 665 | 47% | |||||||||||||||||||||||||
| Operating margin % | 24 | % | 21 | % | 26 | % | 19 | % | |||||||||||||||||||||||||||
1 Operating profit for the three and nine months ended September 30, 2026 includes acquisition-related costs of $1 million and $13 million, respectively, and disposition-related costs of $2 million and $6 million, respectively. Operating profit for the three months ended September 30, 2026 include a reversal of a statutorily required labor law accrual adjustment of $2 million. Operating profit for the nine months ended September 30, 2026 includes a gain on disposition of $172 million and employee severance charges of $15 million. Operating profit for the three and nine months ended September 30, 2025 includes employee severance charges of $11 million and $44 million, respectively, acquisition-related costs of $2 million and $12 million, respectively, disposition-related costs of $4 million and $6 million, respectively, and Executive Leadership Team transition costs of $1 million and $5 million, respectively. Operating profit for the nine months ended September 30, 2025 includes a gain on disposition of $3 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $154 million and $146 million for the three months ended September 30, 2026 and 2025, respectively, and $464 million and $443 million for the nine months ended September 30, 2026 and 2025, respectively.
Three Months
Revenue increased 7% primarily due to subscription revenue growth in Kensho Data and Platforms driven by increases in data feed products, RatingsXpress® and RatingsDirect®, and the favorable impact of retroactive revenue from delayed renewals. An increase in recurring variable revenue primarily due to increased volumes also contributed to revenue growth. Revenue was favorably impacted by the acquisition of With Intelligence in November of 2025 and unfavorably impacted by the disposition of the Enterprise Data Management and thinkFolio businesses in January of 2026. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Operating profit increased 19%. Excluding the impact of higher employee severance charges in 2025 of 14 percentage points, higher disposition-related costs in 2025 of 2 percentage points a statutorily required labor law accrual adjustment in 2026 of 2 percentage points, Executive Leadership Transition costs in 2025 of 1 percentage point and higher acquisition-related costs in 2025 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2026 of 11 percentage points, operating profit increased 10% primarily due to revenue growth, partially offset by expenses associated with the acquisition of With Intelligence and an increase in technology costs. Foreign exchange rates had a favorable impact of 1 percentage point.
Nine Months
Revenue increased 7% primarily due to subscription revenue growth in Kensho Data and Platforms driven by increases in data feed products, RatingsXpress® and RatingsDirect®, the favorable impact of retroactive revenue from delayed renewals. An increase in recurring variable revenue due to increased volumes also contributed to revenue growth. Revenue was favorably impacted by the acquisition of With Intelligence in November of 2025 and unfavorably impacted by the disposition of the Enterprise Data Management and thinkFolio businesses in January of 2026. Foreign exchange rates had a favorable impact of less than 1 percentage point.
Operating profit increased 47%. Excluding the impact of a higher gain on disposition in 2026 of 33 percentage points, higher employee severance charges in 2025 of 6 percentage points and Executive Leadership Transition costs in 2025 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2026 of 4 percentage points, operating profit increased 11% primarily due to revenue growth, partially offset by expenses associated with the acquisition of With Intelligence, higher compensation costs and an increase in technology costs. Foreign exchange rates had a favorable impact of 1 percentage point.
For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 - Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.
LIQUIDITY AND CAPITAL RESOURCES
We continue to maintain a strong financial position. Our primary source of funds for operations is cash from our businesses. Cash on hand, cash flows from operations and availability under our existing credit facility are expected to be sufficient to meet any additional operating and recurring cash needs into the foreseeable future. We use our cash for a variety of needs, including but not limited to: ongoing investments in our businesses, strategic acquisitions, share repurchases, dividends, repayment of debt, capital expenditures and investment in our infrastructure.
Cash Flow Overview
Cash, cash equivalents, and restricted cash were $2,441 million as of September 30, 2026, an increase of $734 million from December 31, 2025.
The following table provides cash flow information for the nine months ended September 30:
| (in millions) | 2026 | 2025 | % Change | ||||||||||||||
| Net cash provided by (used for): | |||||||||||||||||
| Operating activities from continuing operations | $ | 3,661 | $ | 3,317 | 10% | ||||||||||||
| Investing activities from continuing operations | $ | 340 | $ | (213) | N/M | ||||||||||||
| Financing activities from continuing operations | $ | (3,617) | $ | (3,725) | (3)% | ||||||||||||
N/M - Represents a change equal to or in excess of 100% or not meaningful
In the first nine months of 2026, free cash flow increased $349 million to $3,299 million compared to $2,950 million in the first nine months of 2025. The increase is primarily due to an increase in operating activities as discussed below. Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders. Capital expenditures include purchases of property and equipment and additions to technology projects. See "Reconciliation of Non-GAAP Financial Information" below for a reconciliation of cash flow provided by operating activities, the most directly comparable U.S. GAAP financial measure, to free cash flow.
Operating activities
Cash provided by operating activities from continuing operations increased $344 million to $3,661 million for the first nine months of 2026 compared to the first nine months of 2025. This is primarily attributable to higher operating results in 2026 and higher compensation payments in 2025.
The Organization for Economic Co-operation and Development ("OECD") introduced an international tax framework under Pillar Two that provides for a global minimum tax of 15%, which is implemented through local legislation in participating jurisdictions. The effects of Pillar Two taxes enacted in jurisdictions in which we operate have been reflected in our results and did not have a material impact on our consolidated financial statements.
On January 5, 2026, the OECD issued administrative guidance outlining a framework under which U.S.-parented groups may be excluded from the application of the OECD's global minimum tax rules. Each member jurisdiction will need to adopt this guidance into local law, and the timing and manner of adoption may vary. We are continuing to monitor developments related to this guidance and will evaluate the impact on our financial statements as additional information becomes available.
Investing activities
Our cash outflows from investing activities are primarily for acquisitions and capital expenditures, while cash inflows are primarily proceeds from dispositions.
Cash provided by investing activities from continuing operations was $340 million for the first nine months of 2026 compared to cash used for investing activities of $213 million in the first nine months of 2025, primarily due to proceeds from the dispositions of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment and Energy's geoscience and petroleum engineering software portfolio in 2026.
Financing activities
Our cash outflows from financing activities consist primarily of share repurchases, dividends to shareholders and repayments of short-term and long-term debt, while cash inflows are primarily attributable to the borrowing of short-term and long-term debt.
Cash used for financing activities from continuing operations decreased $108 million to $3,617 million for the first nine months of 2026. The decrease is primarily attributable to proceeds from debt issuance related to the Mobility Global separation, partially offset by an increase in cash used for share repurchases in 2026.
During the nine months ended September 30, 2026, we purchased a total of 8.5 million shares for $4.1 billion of cash. During the nine months ended September 30, 2025, we purchased a total of 4.3 million shares for $2.5 billion of cash. See Note 8 - Equity to the consolidated financial statements of this Form 10-Q for further discussion.
Additional Financing
We have the ability to borrow a total of $2.0 billion through our commercial paper program, which is supported by our $2.0 billion five-year credit agreement (our "credit facility") that will terminate on December 17, 2029. As of September 30, 2026, and December 31, 2025, we had $700 million and $715 million of outstanding commercial paper, respectively. During the second quarter of 2026, Mobility Global entered into a $500 million senior unsecured revolving credit facility which become the sole responsibility of Mobility Global after the Separation.
Under the credit facility, we currently pay a commitment fee of 7 basis points. Our commitment fee and our drawn margin under the credit facility was reduced by 1 basis point and 5 basis points, respectively, for the approximately year-long period beginning April 6, 2026 as a result of our emissions performance for the year ended December 31, 2025. The credit facility contains customary affirmative and negative covenants and customary events of default. The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.
The only financial covenant in our credit facility is a requirement that our indebtedness to cash flow ratio, as defined in our credit facility, is not greater than 4 to 1, and this ratio has never been exceeded.
Dividends
On January 14, 2026, the Board of Directors approved a quarterly common stock dividend of $0.97 per share.
Supplemental Guarantor Financial Information
The senior notes described below were issued by S&P Global Inc. and are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company.
•On August 17, 2026, S&P Global Inc. issued $595 million of 4.25% Senior Notes due 2031 and $397 million of 4.80% Senior Notes due 2035 that have been registered with the SEC and guaranteed by Standard & Poor's Financial Services LLC in exchange for unregistered Senior Notes of like principal amounts and terms that were originally issued on December 1, 2025.
•On August 22, 2024, S&P Global Inc. issued $746 million of 5.25% Senior Notes due 2033 that have been registered with the SEC and guaranteed by Standard & Poor's Financial Services LLC in exchange for unregistered Senior Notes of like principal amounts and terms that were originally issued on September 12, 2023.
•On March 1, 2023, S&P Global Inc. issued new Senior Notes that have been registered with the SEC and guaranteed by Standard & Poor's Financial Services LLC in exchange for the following series of unregistered Senior Notes of like principal amount and terms:
•$700 million of 4.75% Senior Notes due 2028 that were originally issued on March 2, 2022;
•$921 million of 4.25% Senior Notes due 2029 that were originally issued on March 2, 2022;
•$1,237 million of 2.45% Senior Notes due 2027 that were originally issued on March 18, 2022;
•$1,227 million of 2.95% Sustainability-Linked Senior Notes due 2029 that were originally issued on March 18, 2022;
•$1,492 million of 2.90% Senior Notes due 2032 that were originally issued on March 18, 2022;
•$974 million of 3.70% Senior Notes due 2052 that were originally issued on March 18, 2022; and
•$500 million of 3.90% Senior Notes due 2062 that were originally issued on March 18, 2022.
•On August 13, 2020, we issued $600 million of 1.25% Senior Notes due in 2030 and $700 million of 2.3% Senior Notes due in 2060.
•On November 26, 2019, we issued $500 million of 2.5% Senior Notes due in 2029 and $600 million of 3.25% Senior Notes due in 2049.
•On May 17, 2018, we issued $500 million of 4.5% Senior Notes due in 2048.
•On September 22, 2016, we issued $500 million of 2.95% Senior Notes due in 2027.
•On November 2, 2007, we issued $400 million of 6.55% Senior Notes due 2037.
The notes above are unsecured and unsubordinated and rank equally and ratably with all of our existing and future unsecured and unsubordinated debt. The guarantees are the subsidiary guarantor's unsecured and unsubordinated debt and rank equally and ratably with all of the subsidiary guarantor's existing and future unsecured and unsubordinated debt.
The guarantees of the subsidiary guarantor may be released and discharged upon (i) a sale or other disposition (including by way of consolidation or merger) of the subsidiary guarantor or the sale or disposition of all or substantially all the assets of the subsidiary guarantor (in each case other than to the Company or a person who, prior to such sale or other disposition, is an affiliate of the Company); (ii) upon defeasance or discharge of any applicable series of the notes, as described above; or (iii) at such time as the subsidiary guarantor ceases to guarantee indebtedness for borrowed money, other than a discharge through payment thereon, under any Credit Facility of the Company, other than any such Credit Facility of the Company the guarantee of which by the subsidiary guarantor will be released concurrently with the release of the subsidiary guarantor's guarantees of the notes.
Other subsidiaries of the Company do not guarantee the registered debt securities of either S&P Global Inc. or Standard & Poor's Financial Services LLC (the "Obligor Group") which are referred to as the "Non-Obligor Group".
The following tables set forth the summarized financial information of the Obligor Group on a combined basis. This summarized financial information excludes the Non-Obligor Group. Intercompany balances and transactions between members of the Obligor Group have been eliminated. This information is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP.
Summarized results of operations for the periods ended September 30, 2026 are as follows:
| (in millions) | Three Months | Nine Months | |||||||||
| Revenue | $ | 1,259 | $ | 3,788 | |||||||
| Operating Profit | 940 | 3,013 | |||||||||
| Net Income | 114 | 1,165 | |||||||||
| Net income attributable to S&P Global Inc. | 114 | 1,165 | |||||||||
Summarized balance sheet information as of September 30, 2026 and December 31, 2025 is as follows:
| (in millions) | September 30, | December 31, | |||||||||
| 2026 | 2025 | ||||||||||
| Current assets (excluding intercompany from Non-Obligor Group) | $ | 1,318 | $ | 757 | |||||||
| Non-current assets | 1,072 | 898 | |||||||||
| Current liabilities (excluding intercompany to Non-Obligor Group) | 2,809 | 1,192 | |||||||||
| Non-current liabilities | 10,572 | 12,435 | |||||||||
| Intercompany payables to Non-Obligor Group | 20,972 | 18,077 | |||||||||
RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION
Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders. Capital expenditures include purchases of property and equipment and additions to technology projects. Our cash flow provided by operating activities is the most directly comparable U.S. GAAP financial measure to free cash flow.
We believe the presentation of free cash flow allows our investors to evaluate the cash generated from our underlying operations in a manner similar to the method used by management. We use free cash flow to conduct and evaluate our business because we believe it typically presents a more conservative measure of cash flows since capital expenditures and distributions to noncontrolling interest holders are considered a necessary component of ongoing operations. Free cash flow is useful for management and investors because it allows management and investors to evaluate the cash available to us to prepay debt, make strategic acquisitions and investments and repurchase stock.
The presentation of free cash flow is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. Free cash flow, as we calculate it, may not be comparable to similarly titled measures employed by other companies. The following table presents a reconciliation of our cash flow provided by operating activities from continuing operations to free cash flow for the nine months ended September 30:
| (in millions) | 2026 | 2025 | % Change | ||||||||||||||
| Cash provided by operating activities from continuing operations | $ | 3,661 | $ | 3,317 | 10% | ||||||||||||
| Capital expenditures | (93) | (133) | |||||||||||||||
| Distributions to noncontrolling interest holders | (269) | (234) | |||||||||||||||
| Free cash flow | $ | 3,299 | $ | 2,950 | 12% | ||||||||||||
| (in millions) | 2026 | 2025 | % Change | ||||||||||||||
| Cash provided by (used for) investing activities from continuing operations | 340 | (213) | N/M | ||||||||||||||
| Cash used for financing activities from continuing operations | (3,617) | (3,725) | (3)% | ||||||||||||||
N/M - Represents a change equal to or in excess of 100% or not meaningful
CRITICAL ACCOUNTING ESTIMATES
Our accounting policies are described in Note 1 - Accounting Policies to the consolidated financial statements in our most recent Form 10-K. As discussed in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our most recent Form 10-K, we consider an accounting estimate to be critical if it required assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates could have a material effect on our results of operations. These critical estimates include those related to revenue recognition, business combinations, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable noncontrolling interests. We base our estimates on historical experience, current developments and on various other assumptions that we believe to be reasonable under these circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that cannot readily be determined from other sources. There can be no assurance that actual results will not differ from those estimates. Since the date of our most recent Form 10-K, there have been no material changes to our critical accounting estimates.
RECENTLY ISSUED OR ADOPTED ACCOUNTING STANDARDS
See Note 13 - Recently Issued or Adopted Accounting Standards to the consolidated financial statements of this Form 10-Q for further information.
FORWARD-LOOKING STATEMENTS
This report 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, regulatory, and geopolitical conditions (including slower GDP growth or recession, restrictions on trade (e.g., tariffs and disruptions to shipping in connection with the military conflict in the Middle East), 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;
•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 to maintain tax-free treatment, for U.S. federal income tax purposes, of the separation of Mobility Global;
•any disruption to the Company's business related to the separation of Mobility Global; and
•any loss of synergies from separating Mobility Global from the Company that adversely impact our results of operations, or that results in the Company not realizing all of the expected benefits of the separation.
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.