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 months ended March 31, 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 Months Ended March 31, 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, analytics and workflow solutions in the global capital, energy and commodity, and automotive markets. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the energy and commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers.
Our operations consist of five reportable segments: S&P Global Market Intelligence ("Market Intelligence"), S&P Global Ratings ("Ratings"), S&P Global Energy ("Energy"), S&P Global Mobility ("Mobility") and S&P Dow Jones Indices ("Indices").
•Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions.
•Ratings is an independent provider of credit ratings, research, and analytics.
•Energy is a leading independent provider of information and benchmark prices for the energy and commodity markets.
•Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
•Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
On April 29, 2025, we announced that our Board of Directors decided to pursue a full separation of our Mobility segment, creating a new publicly traded company. The name of the new publicly traded company, Mobility Global Inc., will be effective on day one of the separation. The transaction, which would be implemented through the spin-off of shares of the new company to S&P Global shareholders, is expected to be tax-free for U.S. federal income tax purposes for S&P Global shareholders and is expected to be completed mid-2026, subject to the satisfaction of customary legal and regulatory requirements and approvals.
Key results for the three months ended March 31 are as follows:
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(in millions, except per share amounts)
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2026
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2025
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% Change 1
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Revenue
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$
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4,171
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$
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3,777
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10%
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Operating profit 2
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$
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2,002
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$
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1,578
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27%
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Operating margin %
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48
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%
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|
42
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%
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Diluted earnings per share from net income
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$
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4.69
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$
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3.54
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32%
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1 % changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented.
2 2026 includes gain on dispositions of $175 million, disposition-related costs of $40 million, acquisition-related costs of $11 million, lease impairments of $5 million and employee-related costs of $2 million. 2025 includes employee severance charges of $33 million, Executive Leadership Team transition costs of $12 million, acquisition-related costs of $9 million, a lease impairment of $6 million and disposition-related costs of $1 million. 2026 and 2025 also include amortization of intangibles from acquisitions of $276 million and $281 million, respectively.
Revenue increased 10% 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 and an increase in revenue at our Crisil subsidiary. Excluding the impact of recent acquisitions and a disposition, the increase at Market Intelligence was primarily due to growth for Lending Solutions in Enterprise Solutions, subscription revenue growth in Data, Analytics & Insights, and growth in RatingsXpress® and RatingsDirect®. An increase in recurring variable revenue due increased volumes also contributed to revenue growth at Market Intelligence. 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 Energy was primarily due to increased attendance at CERAWeek in 2026, continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts and an increase in sales usage-based royalties revenue. The increase at Mobility was primarily due to continued new business
growth within the Dealer business, solid underwriting volumes within the Financial business and the favorable impact of improved contract terms. Foreign exchange rates had a favorable impact of less than 1 percentage point.
Operating profit increased 27%. Excluding the impact of a gain on dispositions in 2026 of 14 percentage points, employee severance charges in 2025 of 3 percentage points and ELT transition costs in 2025 of 1 percentage point, partially offset by higher disposition related costs in 2026 of 3 percentage points, operating profit increased 12%. The increase was primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and additional headcount, and investments in strategic initiatives. Foreign exchange rates had an favorable impact of 2 percentage points.
Our Strategy
We are a global, diversified, and highly differentiated provider of benchmarks, data, analytics and workflow solutions in the global capital, energy and commodity, and automotive 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 MONTHS ENDED MARCH 31, 2026 AND 2025
Consolidated Review
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(in millions)
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2026
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|
2025
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% Change
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Revenue
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$
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4,171
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|
|
$
|
3,777
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|
|
10%
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|
Total Expenses:
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Operating-related expenses
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1,235
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|
|
1,153
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7%
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Selling and general expenses
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802
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764
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5%
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Depreciation and amortization
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307
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|
293
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5%
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Total expenses
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2,344
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|
|
2,210
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6%
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Gain on dispositions
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(175)
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-
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N/M
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Equity in income on unconsolidated subsidiaries
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-
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(11)
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N/M
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Operating profit
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2,002
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1,578
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27%
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Other (income) expense, net
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(2)
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4
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N/M
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Interest expense, net
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96
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|
78
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24%
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Provision for taxes on income
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404
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|
|
325
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|
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24%
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Net income
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1,504
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1,171
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28%
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Less: net income attributable to noncontrolling interests
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(109)
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(81)
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(34)%
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Net income attributable to S&P Global Inc.
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$
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1,395
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|
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$
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1,090
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28%
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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 three months ended March 31:
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(in millions)
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2026
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2025
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% Change
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Revenue
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$
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4,171
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$
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3,777
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10%
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Subscription revenue
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2,014
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1,898
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6%
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Non-subscription / transaction revenue
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978
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850
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15%
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Non-transaction revenue
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538
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481
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12%
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Asset-linked fees
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339
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288
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18%
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Sales usage-based royalties
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133
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110
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20%
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Recurring variable
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169
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150
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12%
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% of total revenue:
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Subscription revenue
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48
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%
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50
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%
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Non-subscription / transaction revenue
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24
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%
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22
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%
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Non-transaction revenue
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13
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%
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13
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%
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Asset-linked fees
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8
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%
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8
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%
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Sales usage-based royalties
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3
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%
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3
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%
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Recurring variable
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4
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%
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4
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%
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U.S. revenue
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$
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2,625
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$
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2,342
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12%
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International revenue:
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European region
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895
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849
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6%
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Asia
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430
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382
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12%
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Rest of the world
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221
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|
204
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8%
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Total international revenue
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$
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1,546
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|
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$
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1,435
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8%
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% of total revenue:
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U.S. revenue
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63
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%
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|
62
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%
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International revenue
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37
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%
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|
38
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%
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|
Revenue increased 10% as compared to the three months ended March 31, 2025. Subscription revenue increased in 2026 primarily due to growth in Data, Analytics & Insights, growth for Lending Solutions in Enterprise Solutions and growth in
RatingsXpress® and RatingsDirect® and the impact of recent acquisitions at Market Intelligence; new business growth within the Dealer business, solid underwriting volumes and market share growth within the Financial business and the favorable impact of improved contract terms at Mobility; 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, partially offset by lower bank loan ratings revenue at Ratings, and an increase in conference revenue at Energy. Non-transaction revenue increased primarily due to an increase in surveillance revenue and an increase in revenue at our Crisil subsidiary 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 March 31:
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(in millions)
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2026
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2025
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% Change
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|
Operating-
related expenses
|
|
Selling and
general expenses
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|
Operating-
related expenses
|
|
Selling and
general expenses
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|
Operating-
related expenses
|
|
Selling and
general expenses
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|
Market Intelligence 1
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$
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559
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$
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302
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$
|
523
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$
|
298
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7%
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|
1%
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Ratings 2
|
284
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|
127
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|
|
260
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|
|
125
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|
9%
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|
2%
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|
Energy 3
|
216
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|
|
115
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|
|
208
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|
|
114
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|
4%
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|
1%
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|
Mobility 4
|
140
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|
140
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|
|
131
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|
|
123
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|
7%
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|
13%
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|
Indices 5
|
73
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|
|
63
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|
|
63
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|
|
56
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|
|
16%
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|
12%
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|
Intersegment eliminations 6
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(52)
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-
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(48)
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|
-
|
|
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(7)%
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|
N/M
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|
Total segments
|
1,220
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|
|
747
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|
|
1,137
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|
|
716
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|
7%
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|
4%
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|
Corporate Unallocated expense 7
|
15
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|
|
55
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|
|
16
|
|
|
48
|
|
|
(5)%
|
|
14%
|
|
Total
|
$
|
1,235
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|
|
$
|
802
|
|
|
$
|
1,153
|
|
|
$
|
764
|
|
|
7%
|
|
5%
|
N/M - Represents a change equal to or in excess of 100% or not meaningful
1 In 2026, selling and general expenses include acquisition-related costs of $9 million and disposition-related costs of $3 million. In 2025, selling and general expenses include employee severance charges of $14 million, acquisition-related costs of $7 million, Executive Leadership Team transition costs of $4 million and disposition-related costs of $1 million.
2 In 2025, selling and general expenses include employee severance charges of $2 million.
3 In 2026, selling and general expenses include disposition-related costs of $1 million and acquisition-related costs of $1 million. In 2025, selling and general expenses include employee severance charges of $6 million.
4 In 2026, selling and general expenses include disposition-related costs of $13 million.
5 In 2026, selling and general expenses include employee-related costs of $1 million and acquisition-related costs of $1 million.
6 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
7 In 2026, selling and general expenses include disposition-related costs of $23 million and lease impairments of $5 million. In 2025, selling and general expenses include employee severance charges of $10 million, Executive Leadership Team transition costs of $8 million, a lease impairment of $6 million and acquisition-related costs of $2 million.
Operating-Related Expenses
Operating-related expenses increased 7% primarily driven by higher compensation costs driven by annual merit increases and additional headcount partially associated with recent acquisitions at Market Intelligence.
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 increased 5%. Selling and general expenses increased 6% excluding the impact in 2026 of higher disposition-related costs of 9 percentage points, partially offset by employee severance charges in 2025 of 8 percentage points and ELT transition costs in 2025 of 2 percentage points. The increase was primarily driven by higher compensation costs driven by annual merit increases and additional headcount partially associated with recent acquisitions at Market Intelligence, and an increase in strategic initiatives.
Depreciation and Amortization
Depreciation and amortization increased $14 million to $307 million in 2026 compared to 2025 primarily due to higher intangible asset amortization driven by recent acquisitions at Market Intelligence and higher depreciation due to new asset purchases, partially offset by assets being fully amortized.
Gain on Dispositions
During the three months ended March 31, 2026, we recorded a pre-tax gain of $175 million related to the following dispositions, which was included in Gain on dispositions in the consolidated statement of income:
•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 three months ended March 31, 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.
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 three months ended March 31:
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(in millions)
|
2026
|
|
2025
|
|
% Change
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|
Market Intelligence 1
|
$
|
440
|
|
|
$
|
220
|
|
|
N/M
|
|
Ratings 2
|
881
|
|
|
757
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|
|
16%
|
|
Energy 3
|
287
|
|
|
255
|
|
|
12%
|
|
Mobility 4
|
93
|
|
|
86
|
|
|
9%
|
|
Indices 5
|
372
|
|
|
315
|
|
|
18%
|
|
Total segment operating profit
|
2,073
|
|
|
1,633
|
|
|
27%
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|
Corporate Unallocated expense 6
|
(71)
|
|
|
(66)
|
|
|
(8)%
|
|
Equity in income on unconsolidated subsidiaries 7
|
-
|
|
|
11
|
|
|
N/M
|
|
Total operating profit
|
$
|
2,002
|
|
|
$
|
1,578
|
|
|
27%
|
N/M - Represents a change equal to or in excess of 100% or not meaningful
1 2026 includes gain on disposition of $172 million, acquisition-related costs of $9 million and disposition-related costs of $3 million. 2025 includes employee severance charges of $14 million, acquisition-related costs of $7 million, Executive Leadership Team transition costs of $4 million and disposition-related costs of $1 million. 2026 and 2025 include amortization of intangibles from acquisitions of $156 million and $148 million, respectively.
2 2025 includes employee severance charges of $2 million. 2026 and 2025 include amortization of intangibles from acquisitions of $1 million and $2 million, respectively.
3 2026 includes disposition-related costs of $1 million and acquisition-related costs of $1 million. 2025 includes employee severance charges of $6 million. 2026 and 2025 include amortization of intangibles from acquisitions of $32 million and $33 million, respectively.
4 2026 includes disposition-related costs of $13 million. 2026 and 2025 include amortization of intangibles from acquisitions of $76 million.
5 2026 includes employee-related costs 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.
6 2026 includes disposition-related costs of $23 million, lease impairments of $5 million and gain on disposition of $3 million. 2025 includes employee severance charges of $10 million, Executive Leadership Team transition costs of $8 million, a lease impairment of $6 million and acquisition-related costs of $2 million. 2026 include amortization of intangibles from acquisitions of $1 million.
7 2025 include amortization of intangibles from acquisitions of $13 million.
Segment Operating Profit - Segment operating profit increased 27% as compared to 2025. Excluding the impact of a gain on dispositions in 2026 of 13 percentage points and employee severance charges in 2025 of 2 percentage points, partially offset by higher disposition-related costs in 2026 of 1 percentage point and higher amortization of intangibles from acquisitions in 2026 of 1 percentage point, operating profit increased 14% primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and additional headcount, 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 increased 8% compared to 2025. Excluding the impact of employee severance charges in 2025 of 74 percentage points, Executive Leadership Team transition costs in 2025 of 56 percentage points, a gain on disposition in 2026 of 19 percentage points, higher acquisition-related costs in 2025 of 14 percentage points and higher lease impairments in 2025 of 8 percentage points, partially offset by higher disposition-related costs in 2026 of 160 percentage points and higher amortization of intangibles from acquisitions in 2026 of 2 percentage points, Corporate Unallocated expense increased 17% primarily due to higher conference expenses and professional fees.
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 $11 million for the three months ended March 31, 2025.
Foreign exchange rates had a favorable impact on operating profit of 2 percentage points. 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) Expense, net
Other (income) expense, 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 $2 million for the three months ended March 31, 2026 compared to other expense, net of $4 million for the three months ended March 31, 2025 due to higher losses on our mark-to-market investments in 2025.
Interest Expense, net
Interest expense, net increased compared to the three months ended March 31, 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 agreement entered into in February of 2026 and short-term working capital requirements.
Provision for Income Taxes
The effective income tax rate was 21.2% and 21.7% for the three months ended March 31, 2026 and March 31, 2025, respectively. The lower rate for the three months ended March 31, 2026 was primarily due to a combination of discrete adjustments including lower tax on non-US divestitures due to local exemption.
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.
Segment Review
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 three months ended March 31, 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 the following business lines:
•Data, Analytics & Insights - 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, reference data, market data, derived analytics and valuation services 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, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as energy transition and sustainability and supply chain data analytics;
•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; and
•Credit & Risk Solutions - commercial arm that sells Ratings' credit ratings and related data and research, advanced analytics, and financial risk solutions which includes subscription-based offerings, RatingsXpress®, RatingsDirect® and Credit Analytics.
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 three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
2026
|
|
2025
|
|
% Change
|
|
Revenue
|
$
|
1,296
|
|
|
$
|
1,199
|
|
|
8%
|
|
|
|
|
|
|
|
|
Subscription revenue
|
$
|
1,052
|
|
|
$
|
993
|
|
|
6%
|
|
Recurring variable revenue
|
$
|
169
|
|
|
$
|
150
|
|
|
12%
|
|
Non-subscription revenue
|
$
|
75
|
|
|
$
|
56
|
|
|
35%
|
|
% of total revenue:
|
|
|
|
|
|
|
Subscription revenue
|
81
|
%
|
|
83
|
%
|
|
|
|
Recurring variable revenue
|
13
|
%
|
|
12
|
%
|
|
|
|
Non-subscription revenue
|
6
|
%
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
U.S. revenue
|
$
|
786
|
|
|
$
|
704
|
|
|
12%
|
|
International revenue
|
$
|
510
|
|
|
$
|
495
|
|
|
3%
|
|
% of total revenue:
|
|
|
|
|
|
|
U.S. revenue
|
61
|
%
|
|
59
|
%
|
|
|
|
International revenue
|
39
|
%
|
|
41
|
%
|
|
|
|
|
|
|
|
|
|
|
Operating profit 1
|
$
|
440
|
|
|
$
|
220
|
|
|
N/M
|
|
Operating margin %
|
34
|
%
|
|
18
|
%
|
|
|
N/M - Represents a change equal to or in excess of 100% or not meaningful
1 2026 includes gain on disposition of $172 million, acquisition-related costs of $9 million and disposition-related costs of $3 million. 2025 includes employee severance charges of $14 million, acquisition-related costs of $7 million, Executive Leadership Team transition costs of $4 million and disposition-related costs of $1 million. 2026 and 2025 also include amortization of intangibles from acquisitions of $156 million and $148 million, respectively.
Revenue increased 8% and was favorably impacted by 1 percentage point from the net impact of recent acquisitions and a disposition. Excluding the impact of acquisitions and a disposition, revenue increased primarily due to growth for Lending Solutions in Enterprise Solutions, subscription revenue growth in Data, Analytics & Insights, and growth in RatingsXpress® and RatingsDirect®. An increase in recurring variable revenue due to increased volumes also contributed to revenue growth. Foreign exchange rates had a favorable impact of 1 percentage point. Revenue was favorably impacted by the acquisitions of Automatic Identification System (AIS) data services business of ORBCOMM Inc. and With Intelligence in November of 2025 and unfavorably impacted by the disposition of the Enterprise Data Management and thinkFolio businesses in January of 2026.
Operating profit increased over 100%. Excluding the impact of a gain on disposition in 2026 of 86 percentage points, employee severance charges in 2025 of 7 percentage points and ELT transition costs in 2025 of 2 percentage points, partially offset by higher amortization of intangibles from acquisitions in 2026 of 4 percentage points, higher disposition-related costs in 2026 of 1 percentage point and higher acquisition-related costs in 2026 of 1 percentage point, operating profit increased 11% primarily due to revenue growth, partially offset by expenses associated with recent acquisitions, higher compensation costs and an increase in bad debt expense. 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.
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.
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 $44 million and $42 million for the three months ended March 31, 2026 and 2025, respectively.
The following table provides revenue and segment operating profit information for the three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
2026
|
|
2025
|
|
% Change
|
|
Revenue
|
$
|
1,302
|
|
|
$
|
1,149
|
|
|
13%
|
|
|
|
|
|
|
|
|
Transaction revenue
|
$
|
712
|
|
|
$
|
620
|
|
|
15%
|
|
Non-transaction revenue
|
$
|
590
|
|
|
$
|
529
|
|
|
11%
|
|
% of total revenue:
|
|
|
|
|
|
|
Transaction revenue
|
55
|
%
|
|
54
|
%
|
|
|
|
Non-transaction revenue
|
45
|
%
|
|
46
|
%
|
|
|
|
|
|
|
|
|
|
|
U.S. revenue
|
$
|
793
|
|
|
$
|
683
|
|
|
16%
|
|
International revenue
|
$
|
509
|
|
|
$
|
466
|
|
|
9%
|
|
% of total revenue:
|
|
|
|
|
|
|
U.S. revenue
|
61
|
%
|
|
59
|
%
|
|
|
|
International revenue
|
39
|
%
|
|
41
|
%
|
|
|
|
|
|
|
|
|
|
|
Operating profit 1
|
$
|
881
|
|
|
$
|
757
|
|
|
16%
|
|
Operating margin %
|
68
|
%
|
|
66
|
%
|
|
|
12025 includes employee severance charges of $2 million. 2026 and 2025 also include amortization of intangibles from acquisitions of $1 million and $2 million, respectively.
Revenue increased 13%, with a favorable impact from foreign exchange rates of 2 percentage points. 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. Non-transaction revenue increased primarily due to an increase in surveillance revenue and an increase in revenue at our Crisil subsidiary. Transaction and non-transaction revenue also benefited from improved contract terms across product categories.
Operating profit increased 16% primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and additional headcount, and an increase in strategic investments. Foreign exchange rates had a favorable impact of 3 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 three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in billions)
|
2026
|
|
2025
|
|
% Change
|
|
Investment-grade billed issuance*
|
$
|
621
|
|
|
$
|
440
|
|
|
41%
|
|
High-yield billed issuance *
|
$
|
117
|
|
|
$
|
113
|
|
|
4%
|
|
Other billed issuance **
|
$
|
491
|
|
|
$
|
530
|
|
|
(7)%
|
|
Total billed issuance
|
$
|
1,230
|
|
|
$
|
1,083
|
|
|
14%
|
Note - Totals presented may not sum due to rounding.
* Includes Corporates, Financial Services and Infrastructure.
** Includes Bank Loans, Structured Finance and Government.
First quarter billed issuance was up primarily due to increases in investment grade driven by AI-related issuance and M&A transactions. High yield increased slightly driven by M&A transactions. These increases were partially offset by a decrease in bank loans primarily due to AI-disruption concerns affecting software and tech-adjacent leveraged loans.
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.
Energy
Energy is a leading independent provider of information and benchmark prices for the energy and commodity markets. Energy provides essential price data, analytics, industry insights and software & services, enabling the energy and commodity markets to perform with greater transparency and efficiency.
On April 24, 2026, we entered into a definitive agreement to sell Energy's geoscience and petroleum engineering software portfolio to SLB, a global technology company driving energy innovation across more than 100 countries. This portfolio of subsurface and engineering software, widely used by U.S. onshore and unconventional operators, includes Kingdom Software, Petra, Harmony Enterprise, Analytics Explorer, SubPUMP, Power Tools, FieldDIRECT, Piper, WellTest, and The Element Platform, together with associated business services. The assets and liabilities of Energy's geoscience and petroleum engineering software portfolio were classified as held for sale in our consolidated balance sheet as of March 31, 2026. This transaction is expected to close in the second half of 2026 or early 2027. The anticipated divestiture of Energy's geoscience and petroleum engineering software portfolio is not expected to have a material impact to our consolidated financial statements.
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:
•Energy & Resources Data & Insights - includes data, news, insights, and analytics for petroleum, gas, power & renewables, petrochemicals, metals & steel, agriculture, and other commodities;
•Price Assessments - includes price assessments and benchmarks, and forward curves;
•Upstream Data & Insights - includes exploration & production data and insights, software and analytics; and
•Advisory & Transactional Services - includes consulting services, conferences, events and global trading services.
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, events, and perpetual software licenses.
The following table provides revenue and segment operating profit information for the three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
2026
|
|
2025
|
|
% Change
|
|
Revenue
|
$
|
652
|
|
|
$
|
612
|
|
|
7%
|
|
|
|
|
|
|
|
|
Subscription revenue
|
$
|
506
|
|
|
$
|
486
|
|
|
4%
|
|
Sales usage-based royalties
|
$
|
37
|
|
|
$
|
29
|
|
|
27%
|
|
Non-subscription revenue
|
$
|
109
|
|
|
$
|
97
|
|
|
13%
|
|
% of total revenue:
|
|
|
|
|
|
|
Subscription revenue
|
77
|
%
|
|
79
|
%
|
|
|
|
Sales usage-based royalties
|
6
|
%
|
|
5
|
%
|
|
|
|
Non-subscription revenue
|
17
|
%
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
U.S. revenue
|
$
|
283
|
|
|
$
|
275
|
|
|
3%
|
|
International revenue
|
$
|
369
|
|
|
$
|
337
|
|
|
10%
|
|
% of total revenue:
|
|
|
|
|
|
|
U.S. revenue
|
43
|
%
|
|
45
|
%
|
|
|
|
International revenue
|
57
|
%
|
|
55
|
%
|
|
|
|
|
|
|
|
|
|
|
Operating profit 1
|
$
|
287
|
|
|
$
|
255
|
|
|
12%
|
|
Operating margin %
|
44
|
%
|
|
42
|
%
|
|
|
12026 includes disposition-related costs of $1 million and acquisition-related costs of $1 million. 2025 includes employee severance charges of $6 million. 2026 and 2025 also include amortization of intangibles from acquisitions of $32 million and $33 million, respectively.
Revenue increased 7% primarily due to increased attendance at CERAWeek in 2026 and 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 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 also contributed to revenue growth. Three of the four business lines contributed to revenue growth in the first quarter of 2026 with the Advisory & Transactional Services business being the most significant driver, followed by the Energy & Resources Data & Insights and Price Assessments businesses. The increases were offset by a decrease in the Upstream Data & Insights business which was unfavorably impacted by a one-time benefit in the first quarter of 2025. Foreign exchange rates had a favorable impact of less than 1 percentage point.
Operating profit increased 12%. Excluding the impact of higher disposition-related costs in 2026 of 1 percentage point and higher acquisition-related costs in 2026 of 1 percentage point, partially offset by higher employee severance charges in 2025 of 5 percentage points, operating profit increased 9%. The increase was primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and additional headcount and investment in strategic initiatives. Foreign exchange rates had an unfavorable impact of 2 percentage points.
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.
Mobility
Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
Mobility includes the following business lines:
•Dealer - includes analytics to predict future buyers, targeted marketing, and vehicle history data to allow people to shop, buy, service and sell used cars;
•Manufacturing - includes insights, forecasts and advisory services spanning the entire automotive value chain, from product planning to marketing, sales and the aftermarket; and
•Financial - includes reports and data feeds to support lenders and insurance companies.
Mobility's revenue is generated primarily through the following sources:
•Subscription revenue - Mobility's core information products provide critical information and insights to all global OEMs, most of the world's leading suppliers, and the majority of North American dealerships. Mobility operates across both the new and used car markets. Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components; supplies car makers and dealers with market reporting products, predictive analytics and marketing automation software; and supports dealers with vehicle history reports, used car listings and service retention services. Mobility also sells a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities; and
•Non-subscription revenue - transactional sales of data that are non-cyclical in nature - and that are usually tied to underlying business metrics such as OEM marketing spend or safety recall activity - as well as consulting and advisory services.
The following table provides revenue and segment operating profit information for the three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
2026
|
|
2025
|
|
% Change
|
|
Revenue
|
$
|
454
|
|
|
$
|
420
|
|
|
8%
|
|
|
|
|
|
|
|
|
Subscription revenue
|
$
|
372
|
|
|
$
|
343
|
|
|
8%
|
|
Non-subscription revenue
|
$
|
82
|
|
|
$
|
77
|
|
|
7%
|
|
% of total revenue:
|
|
|
|
|
|
|
Subscription revenue
|
82
|
%
|
|
82
|
%
|
|
|
|
Non-subscription revenue
|
18
|
%
|
|
18
|
%
|
|
|
|
|
|
|
|
|
|
|
U.S. revenue
|
$
|
376
|
|
|
$
|
350
|
|
|
7%
|
|
International revenue
|
$
|
78
|
|
|
$
|
70
|
|
|
12%
|
|
% of total revenue:
|
|
|
|
|
|
|
U.S. revenue
|
83
|
%
|
|
83
|
%
|
|
|
|
International revenue
|
17
|
%
|
|
17
|
%
|
|
|
|
|
|
|
|
|
|
|
Operating profit 1
|
$
|
93
|
|
|
$
|
86
|
|
|
9%
|
|
Operating margin %
|
21
|
%
|
|
20
|
%
|
|
|
1 2026 includes disposition-related costs of $13 million. 2026 and 2025 include amortization of intangibles from acquisitions of $76 million.
Revenue increased 8% primarily driven by continued new business growth within the Dealer business and solid underwriting volumes within the Financial business. Additionally, the Dealer and Financial businesses were favorably impacted by improved contract terms. Growth in the Manufacturing business reflects early signs of recovery in discretionary spending, with an uptick in transaction activity, though lower recall volumes continue to weigh on performance. Foreign exchange rates had a favorable impact of 1 percentage point.
Operating profit increased 9%. Excluding the impact of disposition-related costs in 2026 of 3 percentage points, operating profit increased 12%. The increase was primarily driven by revenue growth, partially offset by higher advertising and promotion costs. Foreign exchange rates had a favorable impact of 6 percentage points.
For a further discussion of competitive and other risks inherent in our Mobility 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 three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
2026
|
|
2025
|
|
% Change
|
|
Revenue
|
$
|
519
|
|
|
$
|
445
|
|
|
17%
|
|
|
|
|
|
|
|
|
Asset-linked fees
|
$
|
339
|
|
|
$
|
288
|
|
|
18%
|
|
Subscription revenue
|
$
|
84
|
|
|
$
|
76
|
|
|
12%
|
|
Sales usage-based royalties
|
$
|
96
|
|
|
$
|
81
|
|
|
18%
|
|
% of total revenue:
|
|
|
|
|
|
|
Asset-linked fees
|
66
|
%
|
|
65
|
%
|
|
|
|
Subscription revenue
|
16
|
%
|
|
17
|
%
|
|
|
|
Sales usage-based royalties
|
18
|
%
|
|
18
|
%
|
|
|
|
|
|
|
|
|
|
|
U.S. revenue
|
$
|
415
|
|
|
$
|
361
|
|
|
15%
|
|
International revenue
|
$
|
104
|
|
|
$
|
84
|
|
|
24%
|
|
% of total revenue:
|
|
|
|
|
|
|
U.S. revenue
|
80
|
%
|
|
81
|
%
|
|
|
|
International revenue
|
20
|
%
|
|
19
|
%
|
|
|
|
|
|
|
|
|
|
|
Operating profit 1
|
$
|
372
|
|
|
$
|
315
|
|
|
18%
|
|
Less: net operating profit attributable to noncontrolling interests
|
100
|
|
|
77
|
|
|
|
|
Net operating profit
|
$
|
272
|
|
|
$
|
238
|
|
|
14%
|
|
Operating margin %
|
72
|
%
|
|
71
|
%
|
|
|
|
Net operating margin %
|
52
|
%
|
|
53
|
%
|
|
|
1 2026 includes employee-related costs of $1 million and acquisition-related costs of $1 million. 2026 and 2025 also include amortization of intangibles from acquisitions of $10 million and $9 million, respectively.
Revenue at Indices increased 17% 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 25% to $5.385 trillion compared to March 31, 2025 and average levels of AUM for ETFs increased 25% to $5.574 trillion compared to the three months ended March 31, 2025. Ending AUM for ETFs decreased 2% compared to the fourth quarter of 2025 driven by the impact of market depreciation in the first quarter of 2026. Foreign exchange rates had a favorable impact of 1 percentage point.
Operating profit increased 18% primarily due to revenue growth, partially offset by an increase in strategic investments and higher compensation costs driven by annual merit increases. 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.
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 $1,810 million as of March 31, 2026, an increase of $65 million from December 31, 2025.
The following table provides cash flow information for the three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
2026
|
|
2025
|
|
% Change
|
|
Net cash provided by (used for):
|
|
|
|
|
|
|
Operating activities
|
$
|
1,037
|
|
|
$
|
953
|
|
|
9%
|
|
Investing activities
|
$
|
291
|
|
|
$
|
(79)
|
|
|
N/M
|
|
Financing activities
|
$
|
(1,237)
|
|
|
$
|
(1,103)
|
|
|
12%
|
N/M - Represents a change equal to or in excess of 100% or not meaningful
In the first three months of 2026, free cash flow increased $103 million to $919 million compared to $816 million in the first three 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 increased $84 million to $1,037 million for the first three months of 2026 compared to 2025. This is primarily attributable to higher operating results, stronger cash collections and lower tax payments in 2026.
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 was $291 million for the first three months of 2026 compared to cash used for investing activities of $79 million in the first three months of 2025, primarily due to proceeds from the disposition of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment 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 increased $134 million to $1,237 million for the first three months of 2026. The increase is primarily attributable to an increase in cash used for share repurchases in 2026, partially offset by proceeds received from commercial paper borrowings in 2026.
During the three months ended March 31, 2026, we purchased a total of 2.3 million shares for $1 billion of cash. During the three months ended March 31, 2025, we purchased a total of 1.0 million shares for $650 million 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 March 31, 2026, and December 31, 2025, we had $951 million and $715 million of outstanding commercial paper, respectively.
Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving three environmental sustainability performance indicators related to emissions, tested annually. For the three months ended March 31, 2026, we paid a commitment fee of 8 basis points. Our commitment fee and our drawn margin under the credit facility will be 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 December 1, 2025, S&P Global Inc. issued $600 million of 4.25% Senior Notes due 2031 and $400 million of 4.80% Senior Notes due 2035.
•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 three months ended March 31, 2026 are as follows:
|
|
|
|
|
|
|
|
(in millions)
|
2026
|
|
Revenue
|
$
|
1,276
|
|
|
Operating Profit
|
1,043
|
|
|
Net Income
|
427
|
|
|
Net income attributable to S&P Global Inc.
|
427
|
|
Summarized balance sheet information as of March 31, 2026 and December 31, 2025 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
March 31,
|
|
December 31,
|
|
|
2026
|
|
2025
|
|
Current assets (excluding intercompany from Non-Obligor Group)
|
$
|
989
|
|
|
$
|
757
|
|
|
Non-current assets
|
840
|
|
|
898
|
|
|
Current liabilities (excluding intercompany to Non-Obligor Group)
|
3,491
|
|
|
1,192
|
|
|
Non-current liabilities
|
10,559
|
|
|
12,435
|
|
|
Intercompany payables to Non-Obligor Group
|
18,592
|
|
|
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 to free cash flow for the three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
2026
|
|
2025
|
|
% Change
|
|
Cash provided by operating activities
|
$
|
1,037
|
|
|
$
|
953
|
|
|
9%
|
|
Capital expenditures
|
(27)
|
|
|
(43)
|
|
|
|
|
Distributions to noncontrolling interest holders
|
(91)
|
|
|
(94)
|
|
|
|
|
Free cash flow
|
$
|
919
|
|
|
$
|
816
|
|
|
13%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
2026
|
|
2025
|
|
% Change
|
|
Cash provided by (used for) investing activities
|
291
|
|
|
(79)
|
|
|
N/M
|
|
Cash used for financing activities
|
(1,237)
|
|
|
(1,103)
|
|
|
12%
|
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; the Company's cost structure, dividend policy, cash flows or liquidity; and the anticipated separation of Mobility into a standalone public company.
Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
•worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession, restrictions on trade (e.g., tariffs), instability in the banking sector and inflation), and factors that contribute to uncertainty and volatility (e.g., supply chain risk), geopolitical uncertainty (including military conflict), natural and man-made disasters, civil unrest, public health crises (e.g., pandemics), and conditions that result from legislative, regulatory, trade and policy changes, including from the U.S. administration;
•the volatility and health of debt, equity, commodities, energy and automotive 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 separation of Mobility not being consummated within the anticipated time period or at all;
•the ability of the separation of Mobility to qualify for tax-free treatment for U.S. federal income tax purposes;
•any disruption to the Company's business in connection with the proposed separation of Mobility;
•any loss of synergies from separating the businesses of Mobility and the Company that adversely impact the results of operations of both businesses, or the companies resulting from the separation of Mobility not realizing all of the expected benefits of the separation; and
•following the separation of Mobility, the combined value of the common stock of the two publicly-traded companies not being equal to or greater than the value of the Company's common stock had the separation not occurred.
The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company's businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company's filings with the SEC, including Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.