Mobility Global Inc.

08/07/2026 | Press release | Distributed by Public on 08/07/2026 05:04

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations for the three and six months ended
June 30, 2026 and 2025, should be read in conjunction with our unaudited condensed combined financial statements and
the notes thereto, included in this Quarterly Report on Form 10-Q and the audited combined financial statements included
in the Registration Statement. The following discussion and analysis includes forward-looking statements. These forward-
looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ
materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to
these differences include, but are not limited to, those discussed elsewhere in this Quarterly Report on Form 10-Q and the
Registration Statement. See"Risk Factors" included in the Registration Statement.
Overview
We are a leading global provider of automotive data, insights, and technology solutions, serving a diverse client base
across the entire automotive value chain. Our offerings are designed to empower OEMs, suppliers, dealerships, F&I firms,
and aftermarket businesses with critical data, solutions, and insights to anticipate market changes, optimize operations, and
make informed decisions across the entire vehicle and consumer lifecycles.
Our core business is structured around two key segments:
CARFAX
Our CARFAX segment is comprised of our CARFAX business line. CARFAX is a premier consumer brand that
offers unparalleled vehicle history, valuation, and ownership information, fostering confidence and transparency for
millions of consumers and facilitating informed decisions for over 40,000 dealer customers as of December 31, 2025.
Segment revenue is primarily driven by the number of dealer locations enrolled in dealer subscription products (Advantage,
Car Listings, and CARFAX For Life), the average monthly price per location on each product, and the number of Banking
& Insurance Group ("BIG") customers and their average monthly price per customer.
We expect to continue growing our product suite through cross product adoption and by launching new products. Our
brand investment is a key enabler of this growth. Continued investment in the CARFAX brand increases consumer trust
and awareness, generates direct leads to our listings platform, and expands our Car Care audience. Strong consumer
recognition also reinforces credibility with dealers and supports pricing power and retention across our product suite. We
also expect to expand our geographic presence across Canada and Europe through new product introductions, a consumer-
led model and strategic investments.
B2B
Our B2B segment comprises two business lines: Marketing & Sales and Strategy & Planning. Our B2B segment
delivers mission-critical data, analytics, and workflow tools that connect OEMs, dealer groups, suppliers, and adjacent
stakeholders, helping them plan products, optimize pricing and incentives, and activate marketing with enterprise-grade
accuracy. It is a predominantly subscription business with strong retention and broad penetration, differentiated by a unique
data estate (registration/ownership, pricing and incentives, vehicle identification number ("VIN")/specs, global forecasts,
and supply chain/technology mapping) and solutions increasingly embedded in customer workflows. While mostly
recurring, B2B also includes selective transactional elements (for example, marketing campaigns, VIN pulls, and Recall
outreach) and is scaling new platform capabilities to drive upsell and margin expansion. The segment served 100% of the
top 40 global carmakers, 94% of the top 100 automotive suppliers, and 100% of the top 10 investment banks as of
December 31, 2025, according to internal data.
•Marketing & Sales: The Marketing & Sales business line provides gold-standard market analytics and consumer
purchasing predictions designed to enhance new vehicle sales and optimize dealer network performance. It offers a
comprehensive suite of solutions, including Polk Auto Solutions, Market Scan, various market reporting tools, and
the innovative Data Studio platform. These solutions assist national sales companies and dealers in predicting future
buyers, optimizing marketing efforts, and enhancing sales strategies through predictive modeling and statistical
analytics of vehicle buying patterns. Key drivers include dealer penetration for automotiveMastermind, new data
assets for Auto Insights market reporting, and supporting the digital retailing consumer experience for Market Scan.
The business line includes automotiveMastermind, a market-leading sales platform for dealers, providing
sophisticated buyer prediction and marketing solutions to help anticipate consumer behavior and optimize sales
strategies in the dynamic new car market, and Recall which provides turnkey, data-driven outreach programs that
help OEMs and dealers identify current owners and execute multi-channel campaigns to maximize safety recall
completion rates with demonstrated lifts in remedy rates and strong dealer return on investment.
•Strategy & Planning: The Strategy & Planning business line is a leading independent provider of forecasts,
analytics, and strategic decision support for the global automotive industry. It leverages technology and data science
to offer unique insights, forecasts, and advisory services, supporting OEMs, automotive suppliers, and F&I firms
from vehicle forecasting and component analysis to strategic product development. Its foundation lies in our
analytical models, powering critical design and build decisions through vehicle and supply chain forecasting and
global reporting. Improvements in predictive analytics, machine learning ("ML"), and artificial intelligence ("AI")
have continued to underpin progress in this business line, transforming raw information into actionable intelligence
for agile planning and competitive differentiation. Core offerings include Vehicle & Supply Chain Forecasting and
Global Reporting. Key products and capabilities include Forecast Adjustment and Simulation Tool ("FAST"),
Procurement IQ ("PIQ"), and our strategic investment in Digital Automotive ("DA").
Our Business Model
We operate a predominantly subscription-based revenue model, complemented by selected non-subscription
(transactional) streams.
•Subscription: The majority of offerings across the business are sold on monthly, annual or multi-year
subscriptions, providing recurring revenue and high retentions. Examples include CARFAX dealer products
(Advantage vehicle history, Car Listings, CARFAX For Life), BIG solutions, B2B Marketing & Sales solutions
(automotiveMastermind, Market Reporting, Market Scan API priced by dealer rooftops) and Planning Solutions
(vehicle & supply chain forecasting, powertrain and technology, global reporting).
•Non-subscription (transactional): A smaller share of revenue comes from one-time or usage-based activities 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. Examples include CARFAX consumer pay-
per-report purchases, Planning Solutions one-time data deliveries and Marketing & Sales recall campaign outreach
that is volume-based. These transactional elements add flexibility for customers but are a minority of the portfolio
relative to subscriptions.
Key Factors Affecting Our Results of Operations
We believe that our performance and future success depend on a number of factors that present significant
opportunities for us but also pose risks and challenges, including those discussed below and under Item 1A "Risk Factors"
in the Registration Statement.
Accelerated Technological Advancements and Vehicle Complexity
Our revenues are significantly influenced by the profound transformation of the automotive industry, driven by
advancements such as EVs, Autonomous Vehicles ("AVs") and software-defined vehicles ("SDVs"). This shift
significantly increases the complexity of vehicle planning, production, purchasing, and maintenance processes. The
integration of AI is powering new driving features like Advanced Driver Assistance Systems (ADAS) and is increasingly
adopted by auto manufacturers for optimizing product development, supply chains, and customer targeting. These trends
necessitate a higher demand for comprehensive and quality data to help OEMs and suppliers navigate new product choices,
manage inventory, and adapt to evolving consumer expectations. We believe our solutions, including specialized data for
EVs, SDVs, and component-level forecasts, are crucial to our customers in navigating these complexities.
Trends in Consumer Automotive Purchases
Our performance is influenced by evolving consumer preferences and their willingness to spend on automotive
products. Factors such as rising vehicle prices, potentially due to tariffs, can lead to shifts in demand for vehicle purchases
and changes in the relative demand for new versus used vehicles. Our ability to provide data and analytics that help OEMs
and dealers understand these shifts, identify high-intent buyers, and adapt their strategies to changing consumer
expectations is crucial for our continued success. This includes providing insights into how consumers respond to pricing,
incentives, and the increasing complexity of new vehicle technologies like EVs and AVs.
Evolving Consumer Preferences and Omnichannel Engagement
Consumer purchasing journeys have become more sophisticated, characterized by a heightened focus on digital
engagement and a demand for personalized experiences. Consumers are increasingly informed, gathering information
online and through various touchpoints, and seeking tailored offers before making purchasing decisions. The rise of digital
retail and consumer empowerment means buyers expect transparency and control, leading to a greater reliance on verified
data sources. In this context, CARFAX Car Care serves as a critical digital engagement point with over 53 million
consumers as of December 31, 2025, informing their decisions about vehicles and related services by surfacing what
service is needed, when, and likely cost estimates ahead of choosing a dealer or aftermarket shop. Over time, this upstream
digital engagement will increasingly shape purchase and service choices before a consumer ever contacts a provider,
shifting information needs to be served in advance and not exclusively by the dealer. Our success depends on our ability to
provide the necessary data and analytics that enable OEMs and dealers to identify high-intent buyers, craft effective
marketing campaigns, and deliver personalized offers across an omnichannel landscape, while also meeting consumers in
these pre-dealer digital moments with trusted, decision-grade information.
Dynamic Supply Chain and Geopolitical Influences
Global supply chain disruptions can lead to increased costs for new vehicles, potentially shifting consumer demand
towards the used car market. Furthermore, the macro environment is significantly impacted by tariff policies, which have
led to substantial increases in trade-weighted tariff rates for automotive products, affecting demand purchasing patterns.
Our solutions are vital in helping our customers navigate this period of uncertainty by providing tariff scenario planning,
insights into cost changes, analytics for supply chain reconfiguration, and real-time understanding of localized price shifts.
The increased importance of used vehicle history reports in a tariff-affected market also underscores the value of our
CARFAX offerings.
Complex and Evolving Data Ecosystem Requiring Agile Planning and Data-Driven Solutions
The automotive industry demands real-time market data, granular and dynamic product insights, and flexible
forecasting tools capable of accounting for greater uncertainty and multiple scenarios. The adoption of AI and predictive
analytics further underscores the need for robust data platforms. Despite the increased data production, the industry's
network of OEMs, suppliers, dealers, and consumers often faces challenges in accessing comprehensive and accurate
information due to fragmentation and a lack of trust.
We hold a distinctive position as a leading provider of data and insights across the entire vehicle lifecycle. We
believe our Strategy & Planning business line, offering independent forecasts and analytics, is essential for OEMs and
suppliers to make critical capital investment decisions, manage complex product portfolios, and respond swiftly to market
dynamics. Furthermore, our extensive data assets, established relationships, and trusted brands (such as CARFAX and
Polk) enable us to bridge data gaps, providing the breadth and depth of data across all customer segments and lifecycle
stages that are critical for continued relevance and growth.
Privacy laws continue to evolve at the state and federal level, which could impact the ability for companies to acquire
and use data with PII. Our long-standing history of strong data management practices and focus on compliance with data
privacy legislation has positioned us as a trusted steward of sensitive data with our customers and data suppliers such as the
state DMVs. The long-standing DPPA and its state equivalents govern the use of much of this sensitive data. The DPPA,
which has been in place for over three decades, is embedded in our culture and operations and has allowed us to build
industry critical systems to support essential services to the market such as Vehicle Reclass Services. Our established
custodianship of data for the automotive industry has allowed us to engage with legislative bodies as new privacy laws
emerge to advocate for appropriate exemptions and to ensure that access to such data continues to be governed by the
DPPA, helping us minimize the risk of impact on our business. See "Business-Regulation."
Increased Competition
We face competition in each of our business segments and across the geographic markets in which we operate. While
we believe in the strength and importance of our offerings, our customers have the ability to switch to our competitors or
cease using our products. Competitive factors impacting our business include market dynamics and evolving customer
preferences, new product innovations and product development, pricing, cost inputs, and the ability to attract and retain
talented employees. We expect that the continued attractiveness of the markets in which we operate will encourage existing
and new competitors, which could increase competitive pressure over time. In addition, Chinese car manufacturers are
expanding into global markets and intensifying competition for Western OEMs. This accelerates demand for the kind of
comprehensive, real-time forecasting, supply chain, and market analytics we provide (e.g., scenario planning and
competitive benchmarking), but it can also make it more challenging for us to deepen penetration with certain OEMs given
our U.S. base and evolving geopolitical and regulatory considerations. We intend to continue to focus on the breadth and
independence of our data, our global coverage, and our ability to serve multinational customers across regions to mitigate
these risks and capture the increased need for decision-grade insights.
Investing in Continued Innovation and Brand Awareness
Our success is dependent on our ability to continuously provide mission-critical data and insights to our customers,
informing their purchase, planning, manufacturing, and sales decisions. We are recognized as a pioneer in acquiring,
aggregating, and presenting data that offers unique insights within the automotive industry. This has allowed us to build
significant brand awareness and a strong reputation, notably through trusted brands like CARFAX and Polk. Within
CARFAX specifically, the cost of acquiring new customers is rising as major advertising platforms and vendors dial up
their monetization, increasing the expense to reach and convert consumers via paid digital channels. We intend to continue
to invest in brand and traffic generation efficiently (e.g., balancing brand media with performance spend) while expanding
proprietary data assets and improving technology delivery, so we can reach new customers and maintain our leading
position, especially as vehicle complexity increases with advancements in EVs, AVs, SDVs, and AI.
Deepening Relationships with Existing Customers and Acquiring New Customers
We have cultivated strong relationships with some of the world's leading OEMs, suppliers, and dealers, and we are
committed to continuing to serve their evolving needs. We believe the increasing complexity within the automotive supply
chain and the heightened demands for comprehensive and quality data have made our solutions essential to our customers.
We are dedicated to providing additional solutions to address new problems, as evidenced by our planned initiatives to
launch new products and expand into extended core markets and adjacencies. While maintaining strong relationships with
our current clientele, our continued growth also relies on our ability to acquire new customers, including smaller suppliers,
EV and SDV players, and automotive startups. Our products are designed to be extensible, allowing us to easily scale with
new customers, and our success in this area will be driven by continued investment in our go-to-market strategies and
product capabilities.
Disciplined Capital Allocation and Portfolio Management
We expect to generate positive free cash flow, which we will use to invest in our business and to support balance
sheet flexibility that will allow us to pursue acquisitions, and return capital to shareholders, including paying dividends. We
actively assess our capital allocation opportunities and policy, and intend to take a disciplined and prudent approach to the
allocation of our capital.
We also actively review and refine our portfolio through acquisitions that support our businesses as well as
divestitures of assets that no longer match our strategic direction. We have demonstrated an ability to successfully acquire,
integrate, and scale businesses, and we intend to pursue a disciplined approach to acquisitions and partnerships that can
support our growth. We believe our cash flow generation and balance sheet will allow us to make acquisitions and
divestitures while still maintaining a disciplined approach to return capital to shareholders; however, the pursuit of
acquisitions and divestitures involves potential risks.
Basis of Presentation
The condensed combined financial statements have been prepared on a carve-out basis and are derived from the
consolidated financial statements and accounting records of S&P Global. The condensed combined financial statements
reflect our financial position, results of operations and cash flows as we were historically managed, in conformity with
GAAP and pursuant to the rules and regulations of the SEC.
On July 1, 2026, S&P Global completed the Separation of Mobility Global by means of a tax-free, pro-rata
distribution of 100% of our common stock to S&P Global's existing shareholders as of June 15, 2026, and the transfer of
certain assets and liabilities of the Spin Business to us. Effective on July 1, 2026, we became an independent, publicly
traded company listed under the stock symbol "MBGL" on the New York Stock Exchange, and will report on a
consolidated stand-alone basis for subsequent periods. See Note 10 - Subsequent Events in this Quarterly Report on Form
10-Q for additional information regarding the Separation.
Throughout the periods included in these condensed combined financial statements, we have operated as part of S&P
Global. The results for the interim periods are not necessarily indicative of results for the full year. All revenues and costs,
as well as assets and liabilities, directly associated with our business activity are recorded in these financial statements. The
condensed combined financial statements include certain assets and liabilities that have historically been held at the S&P
Global corporate level but are specifically identifiable or otherwise attributable to us. The condensed combined financial
statements also include allocations of certain expenses from S&P Global's corporate functions to us. The allocations were
recorded on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of combined
revenue, headcount, or other measures of ours or S&P Global. Management believes the assumptions underlying the
condensed combined financial statements, including the assumptions regarding allocating general corporate expenses, are
reasonable; however, the amounts are not necessarily representative of the amounts that would have been reflected in the
financial statements had we historically operated independently of S&P Global. See Note 9 - Related Party Transactions
and Parent Company Investment to the condensed combined financial statements in this Quarterly Report on Form 10-Q
for further discussion.
The condensed combined financial statements may not be indicative of future performance and do not necessarily
reflect what the condensed combined statements of income, balance sheets and statements of cash flows would have been
had we operated as a separate business during the periods presented. Actual costs that would have been incurred if we had
operated on a stand-alone basis would depend on multiple factors, including organizational structure and strategic decisions
made in various areas, including information technology and infrastructure. We are unable to quantify the amounts that we
would have recorded during the historical periods on a stand-alone basis as it is not practicable to do so.
Further, the historical financial statements are not necessarily indicative of our future results of operations, financial
condition, or cash flows as a stand-alone company. As a result of the Separation and costs associated with running an
independent, publicly traded company, we expect to incur expenditures that may vary from historical allocations, which
may have an impact on our profitability and operating cash flows. Following the Separation, S&P Global will continue to
provide some services to us on a transitional basis, generally for a period of up to 18 months, for an agreed upon fee
pursuant to a transition services agreement ("TSA"). We will incur non-recurring costs to establish stand-alone
infrastructure and processes and to replace services previously provided by S&P Global as we transition off the TSA,
ranging from $75 million to $110 million. As a stand-alone public company, we will also incur additional costs, including
for additional personnel and for corporate governance, which we expect to exceed costs that have been historically
allocated to us.
Components of Results of Operations
Revenue
Revenue primarily consists of subscription revenue, which is generated from products that provide data and insight
on future vehicle sales and production. Subscription revenue also includes a range of services to financial institutions, to
support marketing, insurance underwriting, and claims management. Subscription revenue is recognized ratably. Non-
subscription revenue includes transactional sales of data that are non-cyclical in nature and that are usually tied to
underlying business metrics such as vehicle manufacturers, marketing spend, or safety recall activity.
Operating-Related Expenses
Operating-related expenses primarily includes expenses related to cost of sales. These include direct costs associated
with revenue generating activities including employee compensation, rent, and utilities.
Selling and General Expenses
Selling and general expenses primarily includes costs associated with selling, marketing, office facilities, shared
services, employee compensation, technology and research and development, corporate allocations, and other
administrative costs.
Depreciation and Amortization
Depreciation and amortization include depreciation and amortization of our fixed and intangible assets.
Interest Expense and Other, net
Interest expense, net primarily includes interest expense on our Senior Notes and interest income and expense related
to our related party loans prior to the Separation.
Provision for Income Taxes
Provision for income taxes includes income tax calculated on a separate return methodology, based on amounts
refundable or payable for the current year, and includes the results of any difference between GAAP accounting and tax
reporting, recorded as deferred tax assets or liabilities.
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is a non-GAAP measure and is defined as our Net income adjusted to exclude (1) interest
expense, net, (2) provisions for income taxes, (3) depreciation and amortization, (4) stock-based compensation,
(5) transaction costs related to the stand-up of the Spin Business in connection with the Separation, and (6) employee
severance charges and other costs that are not representative of the underlying economics of the periods presented. Net
income is the most directly comparable GAAP financial measure to Adjusted EBITDA. Adjusted EBITDA margin is a
non-GAAP measure and refers to Adjusted EBITDA divided by GAAP revenue.
We believe the presentation of Adjusted EBITDA and Adjusted EBITDA margin provide useful measures for period-
over-period comparisons of our business, as they remove the effects of certain non-cash items and other non-recurring
costs that are not indicative of our core operating performance or results of operations. They are also measures that our
management relies upon to evaluate business performance.
Adjusted EBITDA and Adjusted EBITDA margin are not intended to be performance measures that should be
regarded as alternatives to, or more meaningful than, Net income and Net income margin as indicators of operating
performance. Adjusted EBITDA and Adjusted EBITDA margin should not be considered in isolation or as substitutes for
analysis of our results reported under GAAP. Adjusted EBITDA and Adjusted EBITDA margin, as we calculate them, may
not be comparable to similarly titled measures employed by other companies.
The following tables present a reconciliation of Net income, the most directly comparable financial statement
measure, to Adjusted EBITDA and Adjusted EBITDA margin by segment for the periods presented:
Three months ended June 30, 2026
(in millions)
CARFAX
B2B
Corporate
Total
Net income (GAAP)
$53
Interest expense, net
Provision for income taxes
Operating profit (GAAP)
(22)
Adjusted to add:
Amortization of intangibles
-
Depreciation
-
Stock-based compensation
-
Transaction costs
-
Employee severance charges and other
-
-
Adjusted EBITDA
$153
$53
$(4)
$202
% Adjusted EBITDA margin
49%
34%
N/M
43%
Three months ended June 30, 2025
(in millions)
CARFAX
B2B
Corporate
Total
Net income (GAAP)
$65
Interest expense, net
Provision for income taxes
Operating profit (GAAP)
(9)
Adjusted to add:
Amortization of intangibles
-
Depreciation
-
Stock-based compensation
-
Transaction costs
-
-
Employee severance charges and other
Adjusted EBITDA
$142
$49
$(3)
$188
% Adjusted EBITDA margin
49%
33%
N/M
43%
Six months ended June 30, 2026
(in millions)
CARFAX
B2B
Corporate
Total
Net income (GAAP)
$108
Interest expense, net
Provision for income taxes
Operating profit (GAAP)
(35)
Adjusted to add:
Amortization of intangibles
-
Depreciation
-
Stock-based compensation
-
Transaction costs
-
Employee severance charges and other
-
-
Adjusted EBITDA
$293
$102
$(9)
$386
% Adjusted EBITDA margin
48%
33%
N/M
42%
Six months ended June 30, 2025
(in millions)
CARFAX
B2B
Corporate
Total
Net income (GAAP)
$123
Interest expense, net
Provision for income taxes
Operating profit (GAAP)
(16)
Adjusted to add:
Amortization of intangibles
-
Depreciation
-
Stock-based compensation
-
Transaction costs
-
-
Employee severance charges and other
Adjusted EBITDA
$272
$93
$(8)
$357
% Adjusted EBITDA margin
48%
32%
N/M
42%
Free Cash Flow
Free cash flow is a non-GAAP financial measure and reflects our cash provided by operating activities less capital
expenditures. Capital expenditures include purchases of property and equipment and additions to technology projects. Our
cash provided by operating activities is the most directly comparable 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 are considered a necessary component of ongoing operations. Free cash flow is useful for management
because it allows management to evaluate the cash available to us to make strategic acquisitions and investments.
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 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 provided by operating activities to Free cash flow for the
periods presented:
Six Months Ended
June 30,
(in millions)
2026
2025
Cash provided by operating activities
$189
$233
Capital expenditures
(12)
(8)
Free cash flow
$177
$225
Results of Operations
The following table summarizes our results of operations for the periods presented:
Three Months Ended
June 30,
Change
Six Months Ended
June 30,
Change
(in millions)
2026
2025
$
%
2026
2025
$
%
Revenue
$468
$439
$29
7%
$923
$859
$64
7%
Expenses:
Operating-related expenses
2%
4%
Selling and general expenses
31%
26%
Depreciation and amortization
-
-%
-
-%
Total expenses
13%
12%
Operating profit
(14)
(15)%
(17)
(9)%
Interest expense, net
75%
43%
Income before provision for
income taxes
(17)
(18)%
(20)
(12)%
Provision for income taxes
(5)
(19)%
(5)
(10)%
Net income
$53
$65
$(12)
(18)%
$108
$123
$(15)
(12)%
Adjusted EBITDA
$202
$188
7%
$386
$357
8%
% Net income margin
11%
15%
12%
14%
% Adjusted EBITDA margin
43%
43%
42%
42%
N/M - Represents a change equal to or in excess of 100% or not meaningful
Revenue
Three Months Ended
June 30,
Change
Six Months Ended
June 30,
Change
(in millions)
2026
2025
$
%
2026
2025
$
%
Revenue
$468
$439
$29
7%
$923
$859
$64
7%
Subscription revenue
$383
$358
7%
$755
$701
8%
Non-subscription revenue
$85
$81
5%
$168
$158
6%
% of total revenue:
Subscription revenue
82%
82%
82%
82%
Non-subscription revenue
18%
18%
18%
18%
U.S. revenue
$389
$365
7%
$765
$715
7%
International revenue
$79
$74
7%
$158
$144
10%
% of total revenue:
U.S. revenue
83%
83%
83%
83%
International revenue
17%
17%
17%
17%
Revenue increased $29 million in the three months ended June 30, 2026 as compared to the three months ended June
30, 2025, and increased $64 million in the six months ended June 30, 2026 as compared to the six months ended June 30,
2025, primarily attributable to an increase in subscription revenue, driven primarily by price increases of approximately
$16 million and $36 million, respectively, and continued new business growth of approximately $8 million and
$20 million, respectively.
Expenses
Operating-Related Expenses
Operating-related expenses increased $2 million in the three months ended June 30, 2026 as compared to the three
months ended June 30, 2025, and increased $11 million in the six months ended June 30, 2026 as compared to the six
months ended June 30, 2025, primarily driven by higher strategic investments.
Selling and General Expenses
Selling and general expenses including Corporate unallocated expense, increased $41 million in the three months
ended June 30, 2026 as compared to the three months ended June 30, 2025, and increased $70 million in the six months
ended June 30, 2026 as compared to the six months ended June 30, 2025. Excluding the impact of higher transaction costs
associated with the stand-up of the Spin Business in connection with the Separation of $34 million, partially offset by
lower employee severance charges and other employee costs of $7 million, Selling and general expenses increased $14
million for the three months ended June 30, 2026, primarily driven by an increase in compensation costs. Excluding the
impact of higher transaction costs associated with the stand-up of the Spin Business in connection with the Separation of
$55 million, partially offset by lower employee severance charges and other employee costs of $9 million, Selling and
general expenses increased $24 million for the six months ended June 30, 2026, primarily driven by an increase in
advertising and promotion costs and, to a lesser extent, an increase in compensation costs.
Interest Expense, net
Interest expense, net increased $3 million for both the three and six months ended June 30, 2026 as compared to the
three and six months ended June 30, 2025, driven by interest expense on the Senior Notes in 2026 which were issued on
May 29, 2026, partially offset by interest income earned on proceeds from the Senior Notes. We expect interest expense,
net to increase in future periods due to the issuance of the Senior Notes.
Provision for Income Taxes
The effective income tax rate was 29.3% and 29.3% for the three months ended June 30, 2026 and 2025,
respectively, and 29.4% and 28.9% for the six months ended June 30, 2026 and 2025, respectively. The higher tax rate for
the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributable to an
increase in the state and local tax rate.
On January 5, 2026, the Organisation for Economic Co-operation and Development ("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 and enact 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.
Adjusted EBITDA
Adjusted EBITDA increased $14 million in the three months ended June 30, 2026 as compared to the three months
ended June 30, 2025, and increased $29 million in the six months ended June 30, 2026 as compared to the six months
ended June 30, 2025, primarily attributable to revenue growth, partially offset by an increase in advertising and promotion
costs, an increase in compensation costs driven by annual merit increases, and an increase in strategic investments.
Segment Results of Operations
We operate our business as two reportable segments: CARFAX and B2B.
CARFAX
The following table provides Revenue and Adjusted EBITDA information for the periods presented:
Three Months Ended
June 30,
Change
Six Months Ended
June 30,
Change
(in millions)
2026
2025
$
%
2026
2025
$
%
Revenue
$312
$289
$23
8%
$610
$564
$46
8%
Subscription revenue
$252
$234
8%
$494
$459
8%
Non-subscription revenue
$60
$55
9%
$116
$105
10%
% of total revenue:
Subscription revenue
81%
81%
81%
81%
Non-subscription revenue
19%
19%
19%
19%
U.S. revenue
$265
$246
8%
$518
$482
7%
International revenue
$47
$43
9%
$92
$82
12%
% of total revenue:
U.S. revenue
85%
85%
85%
85%
International revenue
15%
15%
15%
15%
Adjusted EBITDA
$153
$142
8%
$293
$272
8%
% Adjusted EBITDA margin
49%
49%
48%
48%
Revenue increased $23 million in the three months ended June 30, 2026 as compared to the three months ended June
30, 2025, and increased $46 million in the six months ended June 30, 2026 as compared to the six months ended June 30,
2025, primarily attributable to an increase in subscription revenue, which was primarily driven by price increases.
Adjusted EBITDA increased $11 million in the three months ended June 30, 2026 as compared to the three months
ended June 30, 2025, and increased $21 million in the six months ended June 30, 2026 as compared to the six months
ended June 30, 2025, primarily driven by revenue growth, partially offset by an increase in advertising and promotion
costs.
B2B
The following table provides Revenue and Adjusted EBITDA information for the periods presented:
Three Months Ended
June 30,
Change
Six Months Ended
June 30,
Change
(in millions)
2026
2025
$
%
2026
2025
$
%
Revenue
$156
$150
$6
4%
$313
$295
$18
6%
Subscription revenue
$131
$124
6%
$261
$242
8%
Non-subscription revenue
$25
$26
(1)
(4)%
$52
$53
(1)
(2)%
% of total revenue:
Subscription revenue
84%
83%
83%
82%
Non-subscription revenue
16%
17%
17%
18%
U.S. revenue
$124
$119
4%
$247
$233
6%
International revenue
$32
$31
3%
$66
$62
6%
% of total revenue:
U.S. revenue
79%
79%
79%
79%
International revenue
21%
21%
21%
21%
Adjusted EBITDA
$53
$49
8%
$102
$93
10%
% Adjusted EBITDA margin
34%
33%
33%
32%
Revenue increased $6 million in the three months ended June 30, 2026 as compared to the three months ended June
30, 2025, and increased $18 million in the six months ended June 30, 2026 as compared to the six months ended June 30,
2025, primarily attributable to an increase in subscription revenue, which was primarily due to continued new business
growth.
Adjusted EBITDA increased $4 million in the three months ended June 30, 2026 as compared to the three months
ended June 30, 2025, and increased $9 million in the six months ended June 30, 2026 as compared to the six months ended
June 30, 2025, primarily driven by revenue growth partially offset by an increase in compensation costs driven by annual
merit increases.
Liquidity and Capital Resources
Historically, we have generated cash from operating activities. The majority of our operations historically
participated in the United States and international cash management and funding arrangements managed by S&P Global,
where cash was swept from our balance sheet daily, and cash to meet our operating and investing needs was provided as
needed from S&P Global.
Following the Separation from S&P Global, our ability to fund our operating needs will depend on our ongoing
ability to generate cash flow from operating activities and our access to the bank and capital markets. We believe that our
cash and cash equivalents as of June 30, 2026, together with future cash from operating activities, borrowing capacity
under the Credit Facility, and access to capital markets, will provide adequate resources to meet all of our current and long-
term obligations as they come due, including the Senior Notes, and sufficient liquidity to fund capital expenditures and
working capital, pay dividends to our stockholders, and to execute our business strategy.
If our cash flows from operations are less than we require, we may need to incur debt or issue equity. From time to
time, we may need to access the long-term and short-term capital markets to obtain financing. Although we believe that the
arrangements in place at the time of the Separation will permit us to finance our operations on acceptable terms and
conditions, our access to, and the availability of, financing on acceptable terms and conditions in the future will be affected
by many factors, including: (i) our credit ratings, (ii) the liquidity of the overall capital markets, and (iii) the current state of
the economy. There can be no assurance that we will continue to have access to the capital markets on terms acceptable to
us. See Item 1A, "Risk Factors" included in our Registration Statement.
Common Stockholder Dividends
Our intention is to pay dividends to holders of our common stock in an amount of $0.06 per common share on a
quarterly basis. The declaration and payment of dividends to holders of our common stock will be at the sole discretion of
our Board of Directors and subject to adjustment by amounts determined by our Board of Directors to be necessary or
appropriate to provide for our business needs and to comply with applicable law. Our dividend policy may be changed at
any time.
Description of Certain Indebtedness
As of June 30, 2026, the carrying value of our outstanding debt totaled $2.0 billion, which consisted of our 5.050%
Senior notes due 2029 (the "2029 Notes"), our 5.450% Senior notes due 2031 (the "2031 Notes"), and our 6.050% Senior
notes due 2036 (the "2036 Notes" and, together with the 2029 Notes and the 2031 Notes, the "Senior Notes"). Interest on
the Senior Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15,
2026.
We also have a $500 million revolving credit facility (the "Credit Facility") that is available for general corporate
purposes as of July 1, 2026. We have the option to increase the capacity under the Credit Facility by up to $250 million
above the current committed amount, subject to lender participation and customary closing conditions. The Credit Facility
requires that we pay certain facility fees on the aggregate unused commitments under the Credit Facility and certain letter
of credit issuance and fronting fees.
See Note 4 - Debt for further discussion of our debt.
Cash Flow Overview
Cash and cash equivalents were $186 million and $40 million as of June 30, 2026 and 2025. Details of our cash flows
are included in the table below.
Six Months Ended
June 30,
(in millions)
2026
2025
Cash provided by operating activities
$189
$233
Cash used for investing activities
(15)
(11)
Cash used for financing activities
(25)
(210)
Effect of exchange rate changes on cash
(1)
Net change in cash and cash equivalents
$148
$13
Operating Activities
Cash provided by operating activities was $189 million for the six months ended June 30, 2026, compared to $233
million for the six months ended June 30, 2025. The decrease in Cash provided by operating activities was primarily due to
a net decrease in cash provided by working capital accounts.
Investing Activities
Cash used for investing activities was $15 million for the six months ended June 30, 2026, compared to $11 million
for the six months ended June 30, 2025. The increase in Cash used for investing activities was primarily due to higher cash
used for capital expenditures in 2026.
Financing Activities
Cash flows from financing activities primarily comprised the issuance of the Senior Notes and transfers from and to
S&P Global. The components of net transfers include: (i) cash pooling and general financing activities, including the
payment of a dividend to S&P Global as consideration for the transfer of certain assets, liabilities and entities to Mobility
Global in connection with the Restructuring Transactions, (ii) charges for income taxes that we assumed to be settled with
S&P Global, and (iii) allocations of S&P Global's corporate expenses, which were effectively settled for cash at the time of
the transaction. See Note 10 - Related Party Transactions and Parent Company Investment to the audited combined
financial statements included in our Registration Statement and Note 9 - Related Party Transactions and Parent Company
Investment to the condensed combined financial statements in this Quarterly Report on Form 10-Q for further discussion.
Cash used for financing activities was $25 million for the six months ended June 30, 2026 compared to cash used for
financing activities of $210 million for the six months ended June 30, 2025. The decrease in cash used for financing
activities was primarily attributable to the issuance of the Senior Notes in 2026, partially offset by net increase in transfers
to S&P Global, primarily driven by the dividend paid to S&P Global in connection with the Restructuring Transactions.
Contractual Obligations
We typically have various contractual obligations, which are recorded as liabilities in our condensed combined
balance sheets, while other items, such as certain purchase commitments and other executory contracts, are not recognized,
but are disclosed herein. There were no material changes to what was disclosed in the audited combined financial
statements included in the Registration Statement.
Critical Accounting Policies and Estimates
There have been no significant additions or changes to the methods, estimates and judgments set forth under the
heading "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting
Policies and Estimates" included in Exhibit 99.1 to our Registration Statement.
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