S&P Global Inc.

10/23/2026 | Press release | Distributed by Public on 10/23/2026 04:06

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Form 8-K)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On July 1, 2026 (the "Separation Date"), S&P Global Inc. (the "Registrant", the "Company" or "S&P Global") completed the previously announced separation of its S&P Global Mobility segment ("Mobility"), into a separate, independent public company, Mobility Global Inc. ("Mobility Global"). The separation was structured as a spin-off (the "Spin-off"), which occurred by way of a pro rata distribution of 100% of the outstanding shares of Mobility Global common stock to the holders of S&P Global common stock. S&P Global shareholders received one share of Mobility Global stock for every one share of S&P Global stock held of record as of the close of business on June 15, 2026 (the "Record Date"). Mobility Global is now an independent public company under the symbol "MBGL" on the New York Stock Exchange. After the distribution, S&P Global will no longer consolidate Mobility Global into its financial results (the entire transaction is being referred to as the "Separation").
The unaudited pro forma condensed consolidated financial statements have been derived from the Company's historical consolidated financial statements and give effect to the Separation. The following unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2026 and each of the years ended December 31, 2025, 2024 and 2023 reflect the Company's results as if the Separation had occurred as of January 1, 2023 in that they reflect the reclassification of Mobility as discontinued operations for all periods presented. The adjustments in the "Transaction Accounting Adjustments" column in the unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2026 and the year ended December 31, 2025 give effect to the Separation and related transactions as if they had occurred as of January 1, 2025. The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 reflects the Company's financial position as if the Separation had occurred on June 30, 2026. After the date of the Separation, the historical financial results of Mobility through June 30, 2026 will be reflected in our consolidated financial statements as discontinued operations in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for all periods.
The unaudited pro forma condensed consolidated financial statements have been prepared based on the best available information and management estimates and are subject to the assumptions and adjustments described below and in the accompanying notes to those financial statements. They are not intended to be a complete presentation of the Company's financial position or results of operations had the Separation occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and information purposes only and are not necessarily indicative of the Company's future results of operations or financial condition had the Separation and related transactions been completed on the dates assumed. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Management believes these assumptions and adjustments are reasonable, given the information available at the filing date. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company's historical consolidated financial statements and accompanying notes.
The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Regulation S-X Article 11.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Six Months Ended June 30, 2026
(in millions, except per share amounts) Historical Mobility Discontinued Operations (Note a) S&P Global Continuing Operations (Subtotal) Transaction Accounting Adjustments Pro Forma
Revenue $ 8,318 $ 921 $ 7,397 $ 7,397
Expenses:
Operating-related expenses 2,394 268 2,126 2,126
Selling and general expenses 1,681 351 1,330 (13) (c) 1,317
Depreciation 64 7 57 57
Amortization of intangibles 551 152 399 399
Total expenses 4,690 778 3,912 (13) 3,899
Gain on dispositions (186) - (186) (186)
Operating profit 3,814 143 3,671 13 3,684
Other income, net (6) - (6) (6)
Interest expense, net 182 3 179 179
Income from continuing operations before taxes on income 3,638 140 3,498 13 3,511
Provision for taxes on income 810 56 754 3 (d) 757
Net income from continuing operations 2,828 84 2,744 10 2,754
Less: net income attributable to noncontrolling interests (215) - (215) (215)
Net income from continuing operations attributable to S&P Global Inc. $ 2,613 $ 84 $ 2,529 $ 10 $ 2,539
Earnings per share from continuing operations attributable to S&P Global Inc. common shareholders:
Net income:
Basic $ 8.82 $ 8.57
Diluted $ 8.81 $ 8.56
Weighted-average number of common shares outstanding:
Basic 296.4 296.4
Diluted 296.6 296.6
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2025
(in millions, except per share amounts) Historical Mobility Discontinued Operations (Note a) S&P Global Continuing Operations (Subtotal) Transaction Accounting Adjustments Pro Forma
Revenue $ 15,336 $ 1,747 $ 13,589 $ 13,589
Expenses:
Operating-related expenses 4,563 513 4,050 4,050
Selling and general expenses 3,417 544 2,873 (35) (c) 2,838
Depreciation 110 14 96 96
Amortization of intangibles 1,069 303 766 766
Total expenses 9,159 1,374 7,785 (35) 7,750
Gain on dispositions (273) - (273) (273)
Equity in income on unconsolidated subsidiaries (28) - (28) (28)
Operating profit 6,478 373 6,105 35 6,140
Other income, net (36) - (36) (36)
Interest expense, net 287 (1) 288 288
Income from continuing operations before taxes on income 6,227 374 5,853 35 5,888
Provision for taxes on income 1,407 69 1,338 9 (d) 1,347
Net income from continuing operations 4,820 305 4,515 26 4,541
Less: net income attributable to noncontrolling interests (349) - (349) (349)
Net income from continuing operations attributable to S&P Global Inc. $ 4,471 $ 305 $ 4,166 $ 26 $ 4,192
Earnings per share from continuing operations attributable to S&P Global Inc. common shareholders:
Net income:
Basic $ 14.67 $ 13.75
Diluted $ 14.66 $ 13.74
Weighted-average number of common shares outstanding:
Basic 304.8 304.8
Diluted 305.1 305.1
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2024
(in millions, except per share amounts) Historical Mobility Discontinued Operations (Note a) Pro Forma
Revenue $ 14,208 $ 1,609 $ 12,599
Expenses:
Operating-related expenses 4,361 487 3,874
Selling and general expenses 3,196 433 2,763
Depreciation 96 13 83
Amortization of intangibles 1,077 302 775
Total expenses 8,730 1,235 7,495
Gain on dispositions (59) - (59)
Equity in income on unconsolidated subsidiaries (43) - (43)
Operating profit 5,580 374 5,206
Other income, net (25) - (25)
Interest expense, net 297 (1) 298
Income from continuing operations before taxes on income 5,308 375 4,933
Provision for taxes on income 1,141 92 1,049
Net income from continuing operations 4,167 283 3,884
Less: net income attributable to noncontrolling interests (315) - (315)
Net income from continuing operations attributable to S&P Global Inc. $ 3,852 $ 283 $ 3,569
Earnings per share from continuing operations attributable to S&P Global Inc. common shareholders:
Net income:
Basic $ 12.36 $ 11.46
Diluted $ 12.35 $ 11.44
Weighted-average number of common shares outstanding:
Basic 311.6 311.6
Diluted 311.9 311.9
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2023
(in millions, except per share amounts) Historical Mobility Discontinued Operations (Note a) Pro Forma
Revenue $ 12,497 $ 1,484 $ 11,013
Expenses:
Operating-related expenses 4,141 408 3,733
Selling and general expenses 3,159 448 2,711
Depreciation 101 9 92
Amortization of intangibles 1,042 302 740
Total expenses 8,443 1,167 7,276
Loss on dispositions 70 - 70
Equity in income on unconsolidated subsidiaries (36) - (36)
Operating profit 4,020 317 3,703
Other expense, net 15 - 15
Interest expense, net 334 (1) 335
Income from continuing operations before taxes on income 3,671 318 3,353
Provision for taxes on income 778 63 715
Net income from continuing operations 2,893 255 2,638
Less: net income attributable to noncontrolling interests (267) - (267)
Net income from continuing operations attributable to S&P Global Inc. $ 2,626 $ 255 $ 2,371
Earnings per share from continuing operations attributable to S&P Global Inc. common shareholders:
Net income:
Basic $ 8.25 $ 7.45
Diluted $ 8.23 $ 7.43
Weighted-average number of common shares outstanding:
Basic 318.4 318.4
Diluted 318.9 318.9
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Unaudited Pro Forma Condensed Consolidated Balance Sheet at June 30, 2026
(in millions) Historical Mobility Discontinued Operations (Note a) S&P Global Continuing Operations (Subtotal) Transaction Accounting Adjustments Pro Forma
ASSETS
Current assets:
Cash and cash equivalents $ 4,134 $ 185 $ 3,949 $ - $ 3,949
Restricted cash 7 7 - -
Accounts receivable, net 3,438 232 3,206 3,206
Prepaid and other current assets 1,010 37 973 973
Assets held for sale 120 - 120 120
Total current assets 8,709 461 8,248 - 8,248
Property and equipment, net 254 18 236 236
Right of use assets 392 33 359 359
Goodwill 36,348 8,859 27,489 27,489
Other intangible assets, net 15,695 3,598 12,097 12,097
Equity investments in unconsolidated subsidiaries 613 - 613 613
Other non-current assets 895 56 839 839
Total assets $ 62,906 $ 13,025 $ 49,881 $ - $ 49,881
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 611 $ 63 $ 548 $ - $ 548
Accrued compensation and contributions to retirement plans 581 41 540 540
Short-term debt 2,572 - 2,572 2,572
Income taxes currently payable 238 8 230 230
Unearned revenue 3,929 102 3,827 3,827
Other current liabilities 1,166 37 1,129 53 (b) 1,182
Liabilities held for sale 28 - 28 28
Total current liabilities 9,125 251 8,874 53 8,927
Long-term debt 12,598 1,980 10,618 10,618
Lease liabilities - non-current 452 27 425 425
Pension and other postretirement benefits 177 1 176 176
Deferred tax liability - non-current 3,150 938 2,212 2,212
Other non-current liabilities 764 1 763 763
Total liabilities 26,266 3,198 23,068 53 23,121
Equity:
Redeemable noncontrolling interests 5,024 - 5,024 5,024
Commitments and contingencies
Common stock 415 - 415 415
Additional paid-in capital 44,547 45 44,502 44,502
Retained income 25,618 9,747 15,871 (53) (b) 15,818
Accumulated other comprehensive loss (772) 35 (807) (807)
Less: common stock in treasury (38,307) - (38,307) (38,307)
Total equity - controlling interests 31,501 9,827 21,674 (53) 21,621
Total equity - noncontrolling interests 115 - 115 115
Total equity 31,616 9,827 21,789 (53) 21,736
Total liabilities and equity $ 62,906 $ 13,025 $ 49,881 $ - $ 49,881
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Mobility Discontinued Operations
(a) Reflects the operations of Mobility that will qualify as discontinued operations in accordance with the
guidance set forth in ASC 205, Presentation of Financial Statements. This includes the assets, liabilities,
equity and results of operations and the non-recurring costs, primarily consisting of professional fees, that
are directly related to the Separation. Certain liabilities and general corporate overhead expenses that were
not specifically related to Mobility were excluded, as they did not meet the discontinued operations criteria
including:
i.General corporate overhead costs which were historically allocated to Mobility that included labor and non-labor expenses related to the Company's corporate support functions (e.g. finance, accounting, treasury, information technology, legal, among others) that historically provided support to Mobility.
ii.The impact of intercompany purchases and sales between the Company and Mobility that were eliminated in consolidation.
Transaction Accounting Adjustments
(b) Reflects $53 million of additional non-recurring costs to complete the Separation. These costs primarily
relate to investment banker fees, legal fees, third-party consulting fees and other costs directly related to the
Separation. There is no pro forma adjustment to reflect these expenses in the pro forma condensed
consolidated statements of income because they will be classified within discontinued operations.
(c) Reflects the impact of a Transition Services Agreement whereby S&P Global will provide certain post
separation services to Mobility Global on a transitional basis. A pro forma adjustment reducing selling and
general expenses by $13 million and $35 million for the six months ended June 30, 2026 and
the year ended December 31, 2025, respectively, is reflected for this contractual arrangement.
(d) Represents $3 million and $9 million for the six months ended June 30, 2026 and for
the year ended December 31, 2025, respectively, of the income tax pro forma adjustments. This
adjustment was determined by applying the relevant statutory tax rates to the jurisdictional mix of
income including the pre-tax pro forma adjustment described in note (c) above.
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