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0000064040FALSE00000640402025-07-312025-07-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
 
Securities Exchange Act of 1934
 
Date of Report: July 31, 2025
 
 
S&P Global Inc.
 
(Exact Name of Registrant as specified in its charter)
 
New York 1-1023 13-1026995
(State or other jurisdiction of incorporation or organization) (Commission File No.) (IRS Employer Identification No.)
 
55 Water Street, New York, New York 10041
(Address of Principal Executive Offices) (Zip Code)
 
(212) 438-1000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of Exchange on which registered
Common stock (par value $1.00 per share) SPGI New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
            Emerging growth company                ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                             ☐



Item 2.02 and 7.01.   Results of Operations and Financial Condition and Regulation FD Disclosure
 
On July 31, 2025, S&P Global Inc. (the “Registrant”) issued an earnings release containing a discussion of the Registrant’s results of operations and financial condition for the second quarter ended June 30, 2025, as well as certain guidance for 2025.

On July 31, 2025, the Registrant also issued a press release announcing the appointment of Bill Eager, Chief Executive Officer of CARFAX, as President of S&P Global Mobility (“Mobility”), effective August 15, 2025, and CEO designate upon completion of the previously announced planned separation of Mobility into a standalone public company.

The earnings release and the press release are attached as Exhibits 99.1 and 99.2 to this Form 8-K. The earnings release is incorporated by reference in this Item 2.02 and Item 7.01 and the press release is incorporated by reference in this Item 7.01. Pursuant to general instruction B.2 to Form 8-K, the information furnished pursuant to Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
 
The information in this Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
 
 
Item 9.01.   Financial Statements and Exhibits.
 
(d) Exhibits. The following exhibits are furnished with this report:
 
(99.1)    Earnings Release of the Registrant, dated July 31, 2025.
(99.2)    Press Release of the Registrant, dated July 31, 2025.
(104)    Cover Page Interactive Data File (formatted as Inline XBRL).





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
S&P Global Inc.
  /s/   Taptesh (Tasha) K. Matharu  
  By: Taptesh (Tasha) K. Matharu
    Deputy General Counsel & Corporate Secretary
 
Dated: July 31, 2025

 


EX-99.1 2 spgi2q2025-earningsrelease.htm EX-99.1 Document
spgipositivedigitallogo_me.jpg


55 Water Street
  New York, NY 10041
www.spglobal.com

Press Release
For Immediate Release







S&P Global Reports Second Quarter Results

New York, NY, July 31, 2025 – S&P Global (NYSE: SPGI) today reported second quarter results. This earnings release and supplemental materials are available at http://investor.spglobal.com/Quarterly-Earnings.
The Company reported second-quarter 2025 revenue of $3.755 billion, an increase of 6% compared to the second quarter of 2024. Second quarter GAAP net income increased 6% to $1.072 billion and GAAP diluted earnings per share increased 9% to $3.50. Adjusted net income for the second quarter increased 7% to $1.356 billion and adjusted diluted earnings per share increased 10% to $4.43. Higher net income was driven primarily by strong growth in Market Intelligence and S&P Dow Jones Indices, on both a GAAP and adjusted basis.
The Company remains on track with the previously announced planned separation of its Mobility division. In a separate release, the Company also announced the appointment of Bill Eager, current CEO of CARFAX, as President of the Mobility division, and CEO designate for the planned standalone, public company. The previously announced divestiture of the Company's OSTTRA Joint Venture also remains on track for completion in 2025.

•The Company reported quarterly revenue of $3.755 billion, increasing 6% year over year.

•GAAP operating margin increased 40 basis points and adjusted operating margin increased 70 basis points, driving 9% growth in GAAP diluted EPS and 10% growth in adjusted diluted EPS, respectively, year over year.

•The Company expects to execute additional accelerated share repurchases (ASR) totaling up to $1.3 billion in the coming weeks.

•The Company's full-year 2025 guidance now calls for revenue growth of 5% - 7%, GAAP diluted EPS in the range of $14.35 - $14.60, and adjusted diluted EPS in the range of $17.00 - $17.25.

"S&P Global delivered better than expected financial results in the second quarter, supported by execution in our customer initiatives and resilience in the debt and equity markets.
We continued to demonstrate discipline and operational excellence, while striking a balance between expense management and investing for future growth. This approach has allowed us to make important investments in technology, AI, and products while expanding margins.
Our commitment to elevating customer engagement and innovation across the enterprise continues to deliver value and garner positive feedback from clients."
Martina Cheung
President and CEO


Second Quarter 2025 Revenue

image.jpg
Second-quarter revenue increased 6% year over year, representing an increase of over $200 million. This increase was driven primarily by Market Intelligence and S&P Dow Jones Indices. Revenue from subscription products increased 7%.

(1) Total revenue includes the impact of inter-segment eliminations of $46M and $49M in 2Q '24 and 2Q '25, respectively.

Second Quarter 2025 Operating Profit, Expense, and Operating Margin

image1.jpg
Note: All presentations of revenue above refer to GAAP revenue. Adjusted financials refer to non-GAAP adjusted metrics in all periods.

The Company’s second-quarter reported operating profit margin increased by 40 basis points to 41.3%, and adjusted operating profit margin increased 70 basis points to 51.4%. Margin improvement on both a GAAP and adjusted basis was driven primarily by growth and margin expansion in the Company's Market Intelligence and S&P Dow Jones Indices divisions.

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Second Quarter 2025 Diluted Earnings Per Share
2Q '25 2Q '24 y/y change
GAAP Diluted EPS $3.50 $3.23 9%
Adjusted Diluted EPS $4.43 $4.04 10%

Second quarter GAAP diluted earnings per share increased 9% to $3.50 primarily due to a 6% increase in net income, and a 2% reduction in diluted shares outstanding.

Adjusted diluted earnings per share increased 10% to $4.43 due to a 7% increase in adjusted net income and a 2% decrease in diluted shares outstanding. Currency positively impacted adjusted diluted EPS by $0.02. The largest non-core adjustment to earnings in the second quarter of 2025 was for deal-related amortization.

Full-Year 2025 Outlook
GAAP Adjusted
Revenue growth
5% - 7%
5% - 7%
Corporate unallocated expense
$285 - $295 million
$205 - $215 million
Deal-related amortization
~$1.11 billion
~$1.11 billion
Operating profit margin
42.5% - 43.5%
48.5% - 49.5%
Interest expense, net
$305 - $315 million
$330 - $340 million
Tax rate
21.0% - 22.0%
21.5% - 22.5%
Diluted EPS
$14.35 - $14.60
$17.00 - $17.25
Capital expenditures
$180 - $190 million
$180 - $190 million

In addition to the above, the Company expects 2025 cash provided by operating activities, less capital expenditures and distributions to noncontrolling interest holders, of $5.4 - $5.6 billion. The Company expects adjusted free cash flow, excluding certain items, of $5.6 - $5.8 billion. Both of these ranges are unchanged from prior guidance.

The Company is updating its revenue growth guidance based on higher expected revenue contributions from its Ratings, S&P Dow Jones Indices, and Mobility divisions, partially offset by slightly lower expected contributions from Commodity Insights. GAAP corporate unallocated expense is expected to be $15 million higher compared to prior guidance in the range of $270 - $280 million primarily as a result of higher expected restructuring charges. The Company is lowering guidance for GAAP diluted EPS from the previous range of $14.60 - $15.10, as higher expected revenue is more than offset primarily by lower expected gain on sale of assets. The low end of adjusted diluted EPS increases by $0.25, due to higher expected revenue, with the high end of the range unchanged. Other guidance metrics are unchanged from prior guidance.

GAAP and non-GAAP adjusted guidance include the impact of acquisitions and divestitures completed in 2024. Guidance also assumes the completion of the OSTTRA divestiture in the second half of 2025. Non-GAAP adjusted guidance excludes amortization of intangibles related to acquisitions.

Capital Return: For the full year 2025, the Company expects to return approximately 85% of adjusted free cash flow to shareholders through dividends and share repurchases. The Board of Directors has authorized a quarterly cash dividend of $0.96. The Company expects to execute additional accelerated share repurchases (ASR) totaling up to $1.3 billion in the coming weeks.


Page 3

Supplemental Information/Conference Call/Webcast Details: The Company’s senior management will review the second quarter 2025 earnings results on a conference call scheduled for today, July 31, at 8:30 a.m. EDT. Additional information presented on the conference call, as well as the Company’s Supplemental slide content may be found on the Company’s Investor Relations Website at http://investor.spglobal.com/Quarterly-Earnings.

The Webcast will be available live and in replay at http://investor.spglobal.com/Quarterly-Earnings.

Telephone access is available. U.S. participants may call (888) 603-9623; international participants may call +1 (630) 395-0220 (long-distance charges will apply). The passcode is “S&P Global” and the conference leader is Martina Cheung. A recorded telephone replay will be available approximately two hours after the meeting concludes and will remain available until August 31, 2025. U.S. participants may call (866) 361-4944; international participants may call +1 (203) 369-0192 (long-distance charges will apply). No passcode is required.

Comparison of Adjusted Information to U.S. GAAP Information: The Company reports its financial results in accordance with accounting principles generally accepted in the United States ("GAAP"). The Company also refers to and presents certain additional non-GAAP financial measures, within the meaning of Regulation G under the Securities Exchange Act of 1934. These measures are: adjusted net income; adjusted diluted EPS; adjusted operating profit and margin; adjusted expenses; adjusted corporate unallocated expense; adjusted deal-related amortization; adjusted interest expense, net; adjusted provision for income taxes; adjusted effective tax rate; organic revenue; organic constant currency revenue; cash provided by operating activities, less capital expenditures and distributions to noncontrolling interest holders; free cash flow; and adjusted free cash flow excluding certain items.

The Company has included reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP on Exhibits 5, 7, and 8. The Company is not able to provide reconciliations of certain forward-looking non-GAAP financial measures to comparable GAAP measures because certain items required for such reconciliations are outside of the Company's control and/or cannot be reasonably predicted without unreasonable effort.

The Company's non-GAAP measures include adjustments that reflect how management views our businesses. The Company believes these non-GAAP financial measures provide useful supplemental information that, in the case of non-GAAP financial measures other than cash provided by operating activities, less capital expenditures and distributions to noncontrolling interest holders; free cash flow; and adjusted free cash flow excluding certain items, enables investors to better compare the Company's performance across periods, and management also uses these measures internally to assess the operating performance of its business, to assess performance for employee compensation purposes and to decide how to allocate resources. The Company believes that the presentation of cash provided by operating activities, less capital expenditures and distributions to noncontrolling interest holders; free cash flow; and adjusted free cash flow excluding certain items allows investors to evaluate the cash generated from our underlying operations in a manner similar to the method used by management and that such measures are useful in evaluating the cash available to us to prepay debt, make strategic acquisitions and investments, and repurchase stock. However, investors should not consider any of these non-GAAP measures in isolation from, or as a substitute for, the financial information that the Company reports.


Page 4

Forward-Looking Statements: This press release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this press release 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 S&P Global Mobility ("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), natural and man-made disasters, civil unrest, public health crises (e.g., pandemics), geopolitical uncertainty (including military conflict), 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, and the potential for 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 generative 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;
•our ability to attract, incentivize and retain key employees, especially in a competitive business environment;
•our ability to successfully navigate key organizational changes, including among our executive leadership;
•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 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 ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;
•consolidation of the Company’s customers, suppliers or competitors;
•the introduction of competing products or technologies by other companies;
•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;
Page 5

•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, as supplemented by Item 1A, Risk Factors, in our most recently filed Quarterly Report on Form 10-Q.


About S&P Global

S&P Global (NYSE: SPGI) provides essential intelligence. We enable governments, businesses and individuals with the right data, expertise and connected technology so that they can make decisions with conviction. From helping our customers assess new investments to guiding them through sustainability and energy transition across supply chains, we unlock new opportunities, solve challenges and accelerate progress for the world.

We are widely sought after by many of the world’s leading organizations to provide credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets. With every one of our offerings, we help the world’s leading organizations plan for tomorrow, today.


Investor Relations: http://investor.spglobal.com


Contact:

Investor Relations:
Mark Grant
Senior Vice President, Investor Relations and Treasurer (dollars in millions, except per share data)
Tel: +1 (347) 640-1521
mark.grant@spglobal.com

Media:
Christina Twomey
Chief Communications Officer
Tel: +1 (410) 382-3316
christina.twomey@spglobal.com




###

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Exhibit 1
S&P Global
Condensed Consolidated Statements of Income
Three and six months ended June 30, 2025 and 2024

(unaudited) Three Months Six Months
2025 2024 % Change 2025 2024 % Change
           
Revenue $ 3,755  $ 3,549  6% $ 7,532  $ 7,040  7%
Expenses 2,218  2,110  5% 4,428  4,222  5%
Gain on dispositions, net (3) —  N/M (3) —  N/M
Equity in income on unconsolidated subsidiaries (11) (13) (22)% (22) (19) 13%
Operating profit 1,551  1,452  7% 3,129  2,837  10%
Other income, net (28) (3) N/M (23) (13) (81)%
Interest expense, net 77  77  (1)% 154  156  (1)%
Income before taxes on income 1,502  1,378  9% 2,998  2,694  11%
Provision for taxes on income 342  293  17% 667  540  23%
Net income 1,160  1,085  7% 2,331  2,154  8%
Less: net income attributable to noncontrolling interests (88) (74) (19)% (170) (152) (12)%
Net income attributable to S&P Global Inc. $ 1,072  $ 1,011  6% $ 2,161  $ 2,002  8%
       
Earnings per share attributable to S&P Global Inc. common shareholders:
     
Net income:
Basic $ 3.50  $ 3.23  8% $ 7.05  $ 6.39  10%
Diluted $ 3.50  $ 3.23  9% $ 7.04  $ 6.38  10%
Weighted-average number of common shares outstanding:
     
Basic 305.9  313.0    306.6  313.3   
Diluted 306.1  313.2    306.9  313.6   
Actual shares outstanding at period end 305.3  313.0 
           

N/M - Represents a change equal to or in excess of 100% or not meaningful
Note - % change in the tables throughout the exhibits are calculated off of the actual number, not the rounded number presented.









Exhibit 2
S&P Global
Condensed Consolidated Balance Sheets
June 30, 2025 and December 31, 2024
(dollars in millions)
 
(unaudited) June 30, December 31,
2025 2024
     
Assets:    
Cash, cash equivalents, and restricted cash $ 1,847  $ 1,666 
Other current assets 4,030  3,793 
Total current assets 5,877  5,459 
Property and equipment, net 275  265 
Right of use assets 405  413 
Goodwill and other intangible assets, net 51,150  51,473 
Equity investments in unconsolidated subsidiaries 1,846  1,774 
Other non-current assets 842  837 
Total assets $ 60,395  $ 60,221 
     
Liabilities and Equity:    
Short-term debt $ $
Unearned revenue 3,871  3,694 
Other current liabilities 2,108  2,694 
Long-term debt 11,385  11,394 
Lease liabilities — non-current 512  535 
Deferred tax liability — non-current 3,175  3,397 
Pension, other postretirement benefits and other non-current liabilities 1,380  995 
Total liabilities 22,434  22,713 
Redeemable noncontrolling interests 4,465  4,252 
Total equity 33,496  33,256 
Total liabilities and equity $ 60,395  $ 60,221 
     





Exhibit 3
S&P Global
Condensed Consolidated Statements of Cash Flows
Six months ended June 30, 2025 and 2024
(dollars in millions)
 
(unaudited) 2025 2024
     
Operating Activities:    
Net income $ 2,331  $ 2,154 
Adjustments to reconcile net income to cash provided by operating activities:    
Depreciation 51  48 
Amortization of intangibles 537  531 
Deferred income taxes (138) (162)
Stock-based compensation 92  82 
Gain on dispositions, net (3) — 
Other 267  134 
Net changes in other operating assets and liabilities (739) (283)
Cash provided by operating activities 2,398  2,504 
Investing Activities:    
Capital expenditures (104) (56)
Acquisitions, net of cash acquired (25) (261)
Proceeds from dispositions, net 15  (4)
Changes in short-term investments (17)
Cash used for investing activities (131) (319)
Financing Activities:    
Payments on senior notes (4) (47)
Dividends paid to shareholders (589) (572)
Distributions to noncontrolling interest holders (168) (133)
Repurchase of treasury shares (1,301) (500)
Employee withholding tax on share-based payments, contingent consideration payments, excise tax payments on share repurchases and other (100) (153)
Cash used for financing activities (2,162) (1,405)
Effect of exchange rate changes on cash 76  (32)
Cash provided by (used for) continuing operations
Net change in cash, cash equivalents, and restricted cash 181  748 
Cash, cash equivalents, and restricted cash at beginning of period 1,666  1,291 
Cash, cash equivalents, and restricted cash at end of period $ 1,847  $ 2,039 
     





Exhibit 4

S&P Global
Operating Results by Segment
Three and six months ended June 30, 2025 and 2024
(dollars in millions)
(unaudited) Three Months Six Months
Revenue Revenue
             
  2025 2024 % Change 2025 2024 % Change
             
Market Intelligence $ 1,217  $ 1,155  5% $ 2,416  $ 2,297  5%
Ratings 1,148  1,135  1% 2,297  2,197  5%
Commodity Insights 555  516  8% 1,167  1,075  9%
Mobility 438  400  10% 858  786  9%
Indices 446  389  15% 891  776  15%
Intersegment Elimination (49) (46) (8)% (97) (91) (7)%
Total revenue $ 3,755  $ 3,549  6% $ 7,532  $ 7,040  7%
             
             
  Expenses Expenses
  2025 2024 % Change 2025 2024 % Change
             
Market Intelligence (a) $ 958  $ 925  4% $ 1,938  $ 1,878  3%
Ratings (b) 433  410  6% 826  793  4%
Commodity Insights (c) 322  310  4% 678  643  6%
Mobility (d) 334  320  4% 668  635  5%
Indices (e) 137  126  9% 267  242  10%
Corporate Unallocated expense (f) 80  65  21% 145  122  19%
Equity in Income on Unconsolidated Subsidiaries (g) (11) (13) 22% (22) (19) (13)%
Intersegment Elimination (49) (46) (8)% (97) (91) (7)%
Total expenses $ 2,204  $ 2,097  5% $ 4,403  $ 4,203  5%
             
             
  Operating Profit Operating Profit
             
  2025 2024 % Change 2025 2024 % Change
Market Intelligence (a) $ 259  $ 230  12% $ 479  $ 419  14%
Ratings (b) 715  725  (1)% 1,471  1,404  5%
Commodity Insights (c) 233  206  13% 488  432  13%
Mobility (d) 104  80  30% 190  151  26%
Indices (e) 309  263  18% 624  534  17%
Total reportable segments 1,620  1,504  8% 3,252  2,940  11%
Corporate Unallocated expense (f) (80) (65) (21)% (145) (122) (19)%
Equity in Income on Unconsolidated Subsidiaries (g) 11  13  (22)% 22  19  13%
Total operating profit $ 1,551  $ 1,452  7% $ 3,129  $ 2,837  10%
             
(a)    The three and six months ended June 30, 2025 include employee severance charges of $19 million and $33 million, respectively, acquisition-related costs of $4 million and $10 million, respectively, a gain on disposition of $3 million and disposition related costs of $2 million and $3 million, respectively. The six months ended June 30, 2025 includes Executive Leadership Team transition costs of $4 million. The three and six months ended June 30, 2024 include a net acquisition-related benefit of $11 million and $8 million, respectively, IHS Markit merger costs of $9 million and $20 million, respectively, and employee severance charges of $4 million and $35 million, respectively. Additionally, amortization of intangibles from acquisitions of $150 million and $147 million is included for the three months ended June 30, 2025 and 2024 and $297 million and $288 million for the six months ended June 30, 2025 and 2024, respectively.



Exhibit 4

(b)    The three and six months ended June 30, 2025 include employee severance charges of $8 million and $10 million, respectively, and legal costs of $27 million. The three and six months ended June 30, 2024 include legal costs of $20 million. The six months ended June 30, 2024 also include employee severance charges of $2 million. Additionally amortization of intangibles from acquisitions of $2 million is included for the three months ended June 30, 2025 and 2024, and $4 million and $9 million for the six months ended June 30, 2025 and 2024, respectively.
(c)    The three and six months ended June 30, 2025 includes employee severance charges of $4 million and $10 million, respectively. The three and six months ended June 30, 2024 include IHS Markit merger costs of $5 million and $10 million, respectively, an asset write-off of $1 million and disposition-related costs of $1 million. Additionally, amortization of intangibles from acquisitions of $33 million and $32 million is included for the three months ended June 30, 2025 and 2024, respectively, and $65 million for the six months ended June 30, 2025 and 2024.
(d) The three and six months ended June 30, 2025 includes employee severance charges of $5 million. The three and six months ended June 30, 2024 include employee severance charges of $6 million, IHS Markit merger costs of $1 million, and acquisition-related costs of $1 million. Additionally, amortization of intangibles from acquisitions of $76 million is included for the three months ended June 30, 2025 and 2024, and $152 and $151 million for the six months ended June 30, 2025 and 2024, respectively.
(e)    The three and six months ended June 30, 2024 include IHS Markit merger costs of $2 million and $3 million, respectively, and a loss on disposition of $1 million. The six months ended June 30, 2024 include employee severance charges of $1 million. Additionally, amortization of intangibles from acquisitions of $9 million is included for the three months ended June 30, 2025 and 2024 and $18 million for the six months ended June 30, 2025 and 2024.
(f)    The three and six months ended June 30, 2025 includes employee severance charges of $12 million and $23 million, respectively, disposition-related costs of $9 million and $10 million, respectively, Executive Leadership Team transition costs of $5 million and $13 million, respectively, lease impairment of $2 million and $7 million, respectively, acquisition-related costs of $1 million and $2 million, respectively, legal costs of $2 million and an asset write-off of $1 million. The three and six months ended June 30, 2024 include IHS Markit merger costs of $20 million and $38 million, respectively, acquisition-related costs of $6 million and $7 million, respectively, disposition-related costs of $2 million and $3 million, respectively, and a gain on disposition of $2 million. The six months ended June 30, 2024 includes employee severance charges of $2 million and recovery of lease-related costs of $1 million. Additionally, amortization of intangibles from acquisitions of $1 million is included for the three and six months ended June 30, 2025 and 2024.
(g)    Amortization of intangibles from acquisitions of $13 million and $14 million is included for the three months ended June 30, 2025 and 2024, respectively, and $26 million and $28 million for the six months ended June 30, 2025 and 2024, respectively.





Exhibit 5
S&P Global
Operating Results - Reported vs. Adjusted
Non-GAAP Financial Information
Three and six months ended June 30, 2025 and 2024
(dollars in millions, except per share amounts)

Adjusted Expenses
(unaudited) Three Months Six Months
2025 2024 % Change 2025 2024 % Change
Market Intelligence Expenses $ 958  $ 925  4% $ 1,938  $ 1,878  3%
Non-GAAP adjustments (a) (21) (3) (47) (47)
Deal-related amortization (150) (147) (297) (288)
Adjusted expenses $ 787  $ 775  2% $ 1,593  $ 1,543  3%
 
Ratings Expenses $ 433  $ 410  6% 826  $ 793  4%
Non-GAAP adjustments (b) (35) (20) (38) (22)
Deal-related amortization (2) (2) (4) (9)
Adjusted expenses $ 396  $ 388  2% $ 784  $ 762  3%
Commodity Insights Expenses $ 322  $ 310  4% 678  $ 643  6%
Non-GAAP adjustments (c) (4) (6) (11) (12)
Deal-related amortization (33) (32) (65) (65)
Adjusted expenses $ 285  $ 272  5% $ 603  $ 567  6%
Mobility Expenses $ 334  $ 320  4% $ 668  $ 635  5%
Non-GAAP adjustments (d) (5) (8) (5) (9)
Deal-related amortization (76) (76) (152) (151)
Adjusted expenses $ 253  $ 236  7% $ 511  $ 475  8%
Indices Expenses $ 137  $ 126  9% $ 267  $ 242  10%
Non-GAAP adjustments (e) —  (3) —  (5)
Deal-related amortization (9) (9) (18) (18)
Adjusted expenses $ 128  $ 114  12% $ 249  $ 219  13%
Corporate Unallocated Expense Corporate Unallocated expense $ 80  $ 65  21% $ 145  $ 122  19%
Non-GAAP adjustments (f) (32) (27) (59) (47)
Deal-related amortization (1) (1) (1) (1)
Adjusted Corporate Unallocated expenses $ 46  $ 38  22% $ 85  $ 74  15%
Equity in Income on Unconsolidated Subsidiaries Equity in income on unconsolidated subsidiaries $ (11) $ (13) 22% $ (22) $ (19) (13)%
Deal-related amortization (13) (14) (26) (28)
Adjusted equity in income on unconsolidated subsidiaries $ (23) $ (27) 14% $ (48) $ (47) (1)%
Total SPGI Expenses $ 2,204  $ 2,097  5% $ 4,403  $ 4,203  5%
Non-GAAP adjustments (a)(b)(c)(d)(e)(f) (98) (66) (159) (141)
Deal-related amortization (283) (281) (564) (560)
Adjusted expenses $ 1,823  $ 1,749  4% $ 3,680  $ 3,502  5%




Exhibit 5
Adjusted Operating Profit
(unaudited) Three Months Six Months
2025 2024 % Change 2025 2024 % Change
Market Intelligence Operating profit $ 259  $ 230  12% $ 479  $ 419  14%
Non-GAAP adjustments (a) 21  47  47 
Deal-related amortization 150  147  297  288 
Adjusted operating profit $ 430  $ 380  13% $ 823  $ 754  9%
 
Ratings Operating profit $ 715  $ 725  (1)% $ 1,471  $ 1,404  5%
Non-GAAP adjustments (b) 35  20  38  22 
Deal-related amortization
Adjusted operating profit $ 752  $ 747  1% $ 1,513  $ 1,435  5%
Commodity Insights Operating profit $ 233  $ 206  13% $ 488  $ 432  13%
Non-GAAP adjustments (c) 11  12 
Deal-related amortization 33  32  65  65 
Adjusted operating profit $ 270  $ 244  10% $ 564  $ 508  11%
Mobility Operating profit $ 104  $ 80  30% $ 190  $ 151  26%
Non-GAAP adjustments (d)
Deal-related amortization 76  76  152  151 
Adjusted operating profit $ 185  $ 164  13% $ 347  $ 311  12%
Indices Operating profit $ 309  $ 263  18% $ 624  $ 534  17%
Non-GAAP adjustments (e) —  — 
Deal-related amortization 18  18 
Adjusted operating profit $ 318  $ 275  16% $ 642  $ 557  15%
Total Segments Operating profit $ 1,620  $ 1,504  8% $ 3,252  $ 2,940  11%
Non-GAAP adjustments (a) (b) (c)(d) (e) 65  40  101  94 
Deal-related amortization 270  266  536  531 
Adjusted operating profit $ 1,956  $ 1,811  8% $ 3,889  $ 3,565  9%
Corporate Unallocated Expense Corporate unallocated expense $ (80) $ (65) (21)% $ (145) $ (122) (19)%
Non-GAAP adjustments (f) 32  27  59  47 
Deal-related amortization
Adjusted corporate unallocated expense $ (46) $ (38) (22)% $ (85) $ (74) (15)%
Equity in Income on Unconsolidated Subsidiaries Equity in income on unconsolidated subsidiaries $ 11  $ 13  (22)% $ 22  $ 19  13%
Deal-related amortization 13  14  26  28 
Adjusted equity in income on unconsolidated subsidiaries $ 23  $ 27  (14)% $ 48  $ 47  1%
Total SPGI Operating profit $ 1,551  $ 1,452  7% $ 3,129  $ 2,837  10%
Non-GAAP adjustments (a) (b) (c)(d) (e) (f) 98  66  159  141 
Deal-related amortization 283  281  564  560 
Adjusted operating profit $ 1,931  $ 1,800  7% $ 3,852  $ 3,538  9%







Exhibit 5

Adjusted Interest Expense, Net
(unaudited) Three Months Six Months
2025 2024 % Change 2025 2024 % Change
Interest expense, net $ 77  $ 77  (1)% $ 154  $ 156  (1)%
Non-GAAP adjustments (g) 13  13 
Adjusted interest expense, net $ 83  $ 84  (1)% $ 167  $ 169  (1)%
     

Adjusted Provision for Income Taxes
(unaudited) Three Months Six Months
2025 2024 % Change 2025 2024 % Change
Provision for income taxes $ 342  $ 293  17% $ 667  $ 540  23%
Non-GAAP adjustments (a) (b) (c)(d) (e) (f) (g) (h) 21  16  34  29 
Deal-related amortization 69  69  138  136 
Adjusted provision for income taxes $ 432  $ 378  14% $ 839  $ 706  19%
     

Adjusted Effective Tax Rate
(unaudited) Three Months Six Months
2025 2024 % Change 2025 2024 % Change
Adjusted operating profit $ 1,931  $ 1,800  7% $ 3,852  $ 3,538  9%
Other income, net (28) (3) (23) (13)
Adjusted interest expense, net 83  84  167  169 
Adjusted income before taxes on income $ 1,876  $ 1,719  9% $ 3,708  $ 3,382  10%
Adjusted provision for income taxes $ 432  $ 378  $ 839  $ 706 
Adjusted effective tax rate 1
23.0  % 22.0  % 22.6  % 20.9  % `
     
1 The adjusted effective tax rate is calculated by dividing adjusted provision for income taxes by the adjusted income before taxes, which includes income from unconsolidated subsidiaries. The adjusted effective tax rate excluding income from unconsolidated subsidiaries for the three months ended June 30, 2025 and 2024 was 23.3% and 22.3%, respectively, and 22.9% and 21.2% for the six months ended June 30, 2025 and 2024, respectively.




Exhibit 5
Adjusted Net Income attributable to SPGI and Diluted EPS
(unaudited) 2025 2024 % Change
Net Income attributable to SPGI Diluted EPS Net Income attributable to SPGI Diluted EPS Net Income attributable to SPGI Diluted EPS
Three Months
Reported $ 1,072  $ 3.50  $ 1,011  $ 3.23  6% 9%
Non-GAAP adjustments 71  0.23  44  0.14 
Deal-related amortization 213  0.70  212  0.68 
Adjusted $ 1,356  $ 4.43  $ 1,267  $ 4.04  7% 10%
   
Six Months
Reported $ 2,161  $ 7.04  $ 2,002  $ 6.38  8% 10%
Non-GAAP adjustments 113  0.37  99  0.32 
Deal-related amortization 425  1.39  423  1.35 
Adjusted $ 2,699  $ 8.80  $ 2,525  $ 8.05  7% 9%
Note - Totals presented may not sum due to rounding.
Note - Operating profit margin for Market Intelligence, Ratings, Commodity Insights, Mobility and Indices was 21%, 62%, 42%, 24% and 69%, respectively, for the three months ended June 30, 2025. Operating profit margin for the Company was 41% for the three months ended June 30, 2025. Adjusted operating profit margin for Market Intelligence, Ratings, Commodity Insights, Mobility and Indices was 35%, 66%, 49%, 42% and 71%, respectively, for the three months ended June 30, 2025. Adjusted operating profit margin for the Company was 51% for the three months ended June 30, 2025. Operating profit margin for Market Intelligence, Ratings, Commodity Insights, Mobility and Indices was 20%, 64%, 42%, 22% and 70%, respectively, for the six months ended June 30, 2025. Operating profit margin for the Company was 42% for the six months ended June 30, 2025. Adjusted operating profit margin for Market Intelligence, Ratings, Commodity Insights, Mobility and Indices was 34%, 66%, 48%, 40% and 72%, respectively, for the six months ended June 30, 2025. Adjusted operating profit margin for the Company was 51% for the six months ended June 30, 2025. Adjusted operating profit margin is calculated as adjusted operating profit divided by revenue.

(a)     The three and six months ended June 30, 2025 include employee severance charges of $19 million ($14 million after-tax) and $33 million ($25 million after-tax), respectively, acquisition-related costs of $4 million ($3 million after-tax) and $10 million ($9 million after-tax), respectively, a gain on disposition of $3 million ($2 million after-tax) and disposition related costs of $2 million ($1 million after-tax) and $3 million ($2 million after-tax), respectively. The six months ended June 30, 2025 includes Executive Leadership Team transition costs of $4 million ($3 million after-tax). The three and six months ended June 30, 2024 include a net acquisition-related benefit of $11 million ($11 million after-tax) and $8 million ($9 million after-tax), respectively, IHS Markit merger costs of $9 million ($7 million after-tax) and $20 million ($15 million after-tax), respectively, and employee severance charges of $4 million ($3 million after-tax) and $35 million ($26 million after-tax), respectively.
(b)    The three and six months ended June 30, 2025 include employee severance charges of $8 million ($6 million after-tax) and $10 million ($7 million after-tax), respectively, and legal costs of $27 million ($21 million after-tax). The three and six months ended June 30, 2024 include legal costs of $20 million ($20 million after-tax). The six months ended June 30, 2024 also include employee severance charges of $2 million ($1 million after-tax).
(c)    The three and six months ended June 30, 2025 includes employee severance charges of $4 million ($3 million after-tax) and $10 million ($8 million after-tax), respectively. The three and six months ended June 30, 2024 include IHS Markit merger costs of $5 million ($3 million after-tax) and $10 million ($8 million after-tax), respectively, an asset write-off of $1 million ($1 million after-tax) and disposition-related costs of $1 million (less than $1 million after-tax).
(d)    The three and six months ended June 30, 2025 includes employee severance charges of $5 million ($4 million after-tax). The three and six months ended June 30, 2024 include employee severance charges of $6 million ($5 million after-tax), IHS Markit merger costs of $1 million ($1 million after-tax) and acquisition-related costs of $1 million ($1 million after-tax).
(e)    The three and six months ended June 30, 2024 include IHS Markit merger costs of $2 million ($1 million after-tax) and $3 million ($2 million after-tax), respectively, and a loss on disposition of $1 million ($1 million after-tax). The six months ended June 30, 2024 include employee severance charges of $1 million ($1 million after-tax).



Exhibit 5
(f)    The three and six months ended June 30, 2025 includes employee severance charges of $12 million ($9 million after-tax) and $23 million ($17 million after-tax), respectively, disposition-related costs of $9 million ($9 million after-tax) and $10 million ($10 million after-tax), respectively, Executive Leadership Team transition costs of $5 million ($4 million after-tax) and $13 million ($10 million after-tax) respectively, lease impairment of $2 million ($1 million after-tax) and $7 million ($5 million after-tax), respectively, acquisition-related costs of $1 million ($1 million after-tax) and $2 million ($2 million after-tax), respectively, legal costs of $2 million ($2 million after-tax) and an asset write-off of $1 million ($1 million after-tax). The three and six months ended June 30, 2024 include IHS Markit merger costs of $20 million ($15 million after-tax) and $38 million ($28 million after-tax), respectively, acquisition-related costs of $6 million ($5 million after-tax) and $7 million ($5 million after-tax), respectively, disposition-related costs of $2 million ($2 million after-tax) and $3 million ($2 million after-tax), respectively, and a gain on disposition of $2 million ($1 million after-tax). The six months ended June 30, 2024 include employee severance charges of $2 million ($1 million after-tax) and recovery of lease-related costs of $1 million ($1 million after-tax).
(g) The three and six months ended June 30, 2025 and 2024 include a premium amortization benefit of $6 million ($5 million after-tax) and $13 million ($10 million after-tax), respectively.
(h)    The three months ended June 30, 2024 include a tax benefit of $3 million associated with a business held for sale. The six months ended June 30, 2024 include a tax expense of $6 million associated with IHS Markit prior to acquisition, offset by a tax benefit of $3 million associated with a business held for sale and $2 million due to annualized effective tax rate differences for GAAP.



Exhibit 6
S&P Global
Revenue Information
Three and six months ended June 30, 2025 and 2024
(dollars in millions)
Revenue by Type
(unaudited) Three Months
Subscription (a) Non-subscription /
Transaction (b)
Non-transaction (c)
2025 2024 % Change 2025 2024 % Change 2025 2024 % Change
Market Intelligence $ 1,017  $ 965  5% $ 42  $ 43  (3)% $ —  $ —  N/M
Ratings —  —  N/M 597  626  (4)% 551  509  8%
Commodity Insights 500  459  9% 25  31  (23)% —  —  N/M
Mobility 357  323  10% 81  77  6% —  —  N/M
Indices 80  74  8% —  —  N/M —  —  N/M
Intersegment elimination —  —  N/M —  —  N/M (49) (46) (8)%
Total revenue $ 1,954  $ 1,821  7% $ 745  $ 777  (4)% $ 502  $ 463  8%
Asset-linked fees (d) Sales usage-based
royalties (e)
Recurring variable (f)
2025 2024 % Change 2025 2024 % Change 2025 2024 % Change
Market Intelligence $ —  $ —  N/M $ —  $ —  N/M $ 158  $ 147  8%
Ratings —  —  N/M —  —  N/M —  —  N/M
Commodity Insights —  —  N/M 30  26  18% —  —  N/M
Mobility —  —  N/M —  —  N/M —  —  N/M
Indices 286  245  17% 80  70  15% —  —  N/M
Intersegment elimination —  —  N/M —  —  N/M —  —  N/M
Total revenue $ 286  $ 245  17% $ 110  $ 96  16% $ 158  $ 147  8%
Six Months
Subscription (a) Non-subscription /
Transaction (b)
Non-transaction (c)
2025 2024 % Change 2025 2024 % Change 2025 2024 % Change
Market Intelligence $ 2,010  $ 1,912  5% $ 98  $ 97  1% $ —  $ —  N/M
Ratings —  —  N/M 1,217  1,207  1% 1,080  990  9%
Commodity Insights 986  909  8% 122  115  6% —  —  N/M
Mobility 700  635  10% 158  151  5% —  —  N/M
Indices 155  144  8% —  —  N/M —  —  N/M
Intersegment elimination —  —  N/M —  —  N/M (97) (91) (7)%
Total revenue $ 3,851  $ 3,600  7% $ 1,595  $ 1,570  2% $ 983  $ 899  9%
Asset-linked fees (d) Sales usage-based
royalties (e)
Recurring variable (f)
2025 2024 % Change 2025 2024 % Change 2025 2024 % Change
Market Intelligence $ —  $ —  N/M $ —  $ —  N/M $ 308  $ 288  7%
Ratings —  —  N/M —  —  N/M —  —  N/M
Commodity Insights —  —  N/M 59  51  15% —  —  N/M
Mobility —  —  N/M —  —  N/M —  —  N/M
Indices 574  489  17% 162  143  13% —  —  N/M
Total revenue $ 574  $ 489  17% $ 221  $ 194  14% $ 308  $ 288  7%
N/M - Represents a change equal to or in excess of 100% or not meaningful

(a)    Subscription revenue 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, market data and market insights along with other information products and software term licenses, and Mobility's core information products.
(b)    Non-subscription / transaction revenue is primarily related to ratings of publicly-issued debt and bank loan ratings.



Exhibit 6
(c)    Non-transaction revenue is primarily related to 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 revenue elimination charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
(d)    Asset-linked fees is primarily related to fees based on assets underlying exchange-traded funds, mutual funds and insurance products.
(e)    Sales usage-based royalty revenue is primarily related to trading based fees from exchange-traded derivatives and licensing proprietary market price data and price assessments to commodity exchanges.
(f)    Recurring variable revenue 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.


    






Exhibit 7
S&P Global
Non-GAAP Financial Information
Three and six months ended June 30, 2025 and 2024
(dollars in millions)
 Computation of Free Cash Flow and Adjusted Free Cash Flow Excluding Certain Items
(unaudited) Three Months Six Months
2025 2024 2025 2024
Cash provided by operating activities $ 1,445  $ 1,556  $ 2,398  $ 2,504 
Capital expenditures (61) (32) (104) (56)
Distributions to noncontrolling interest holders (74) (60) (168) (133)
Free cash flow $ 1,310  $ 1,464  $ 2,126  $ 2,315 
Employee severance charges 40  —  99  — 
IHS Markit merger costs 75  22  242 
Executive Leadership Team transition costs
—  —  11  — 
Adjusted free cash flow excluding certain items $ 1,357  $ 1,539  $ 2,258  $ 2,557 
     
 
S&P Global Organic, Constant Currency Revenue
(unaudited) Three Months Six Months
2025 2024 % Change 2025 2024 % Change
Total revenue $ 3,755  $ 3,549  6% $ 7,532  $ 7,040  7%
Market Intelligence acquisitions and divestitures (25) (39) (48) (64)
Commodity Insights acquisition —  (2) (2) (2)
Total organic revenue $ 3,730  $ 3,508  6% $ 7,482  $ 6,974  7%
Fx impact (favorable) 15  —  — 
Organic revenue constant currency basis $ 3,715  $ 3,508  6% $ 7,480  $ 6,974  7%
     

Market Intelligence Organic, Constant Currency Revenue
(unaudited) Three Months Six Months
2025 2024 % Change 2025 2024 % Change
Market Intelligence revenue $ 1,217  $ 1,155  5% $ 2,416  $ 2,297  5%
Acquisitions and divestitures (25) (39) (48) (64)
Organic revenue $ 1,192  $ 1,116  7% $ 2,368  $ 2,233  6%
Fx impact (favorable) —  — 
Organic revenue constant currency basis $ 1,189  $ 1,116  7% $ 2,366  $ 2,233  6%
     

Ratings Organic, Constant Currency Revenue
(unaudited) Three Months Six Months
2025 2024 % Change 2025 2024 % Change
Ratings revenue $ 1,148  $ 1,135  1% $ 2,297  $ 2,197  5%
Fx impact (favorable) 11  —  — 
Organic revenue constant currency basis $ 1,137  $ 1,135  —% $ 2,294  $ 2,197  4%
     





Exhibit 7
Commodity Insights Organic, Constant Currency Revenue
(unaudited) Three Months Six Months
2025 2024 % Change 2025 2024 % Change
Commodity Insights revenue $ 555  $ 516  8% $ 1,167  $ 1,075  9%
Acquisition —  (2) (2) (2)
Organic revenue $ 555  $ 514  8% $ 1,165  $ 1,073  9%
Fx impact (unfavorable) —  —  (1) — 
Organic revenue constant currency basis $ 555  $ 514  8% $ 1,166  $ 1,073  9%

Mobility Organic, Constant Currency Revenue
(unaudited) Three Months Six Months
2025 2024 % Change 2025 2024 % Change
Mobility revenue $ 438  $ 400  10% $ 858  $ 786  9%
Fx impact (unfavorable) —  —  (3) — 
Organic revenue constant currency basis $ 438  $ 400  10% $ 861  $ 786  10%
     

Indices Organic, Constant Currency Revenue
(unaudited) Three Months Six Months
2025 2024 % Change 2025 2024 % Change
Indices revenue $ 446  $ 389  15% $ 891  $ 776  15%
Divestiture —  —  —  (1)
Organic revenue 446  389  15% 891  775  15%
Fx impact (favorable) —  —  — 
Organic revenue constant currency basis $ 445  $ 389  15% $ 891  $ 775  15%
     

Note - The impact of foreign exchange rates refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.





Exhibit 8
S&P Global
 Non-GAAP Guidance
Reconciliation of 2025 Non-GAAP Guidance
(unaudited)
  Low High
GAAP diluted EPS $ 14.35  $ 14.60 
Deal-related amortization 2.71  2.71 
Gain on potential sale of OSTTRA (0.47) (0.47)
Premium amortization benefit (0.06) (0.06)
Tax rate and other 0.47  0.47 
Non-GAAP adjusted diluted EPS $ 17.00  $ 17.25 


EX-99.2 3 billeagerprwithjpeg.htm EX-99.2 Document
image_0.jpg
Bill Eager Appointed President of S&P Global Mobility
and CEO Designate of Planned Standalone Public Company
•Edouard Tavernier to Transition to Strategic Advisor Role Through September 30, 2025
•Company Separately Reports Second Quarter 2025 Results; Conference Call Today at 8:30 a.m. EDT
NEW YORK, July 31, 2025 — S&P Global (NYSE: SPGI) today announced the appointment of Bill Eager, Chief Executive Officer of CARFAX, as President of S&P Global Mobility (“Mobility”), effective August 15, 2025, and CEO designate upon completion of the previously announced planned separation of Mobility into a standalone public company. Mr. Eager succeeds Edouard Tavernier, who will remain with the Company as a strategic advisor through September 30, 2025, to support a smooth transition.
Mr. Eager has held various leadership roles at CARFAX, part of S&P Global Mobility, for more than 20 years. He has most recently served as CEO since 2021, during which CARFAX generated double-digit annual revenue growth, expanded its audience to more than 50 million consumers and drove the adoption of AI and ML technology to increase productivity and drive data and product improvements. Previously, Mr. Eager served as Vice President of CARFAX’s Dealer Business – its largest division – for 17 years and led the launch and commercialization of some of its most successful products, including the CARFAX Advantage subscription model for dealers, CARFAX Car Listings and CARFAX for Life. Prior to joining CARFAX, Mr. Eager was part of the leadership team at The Cobalt Group, an automotive digital retailing company.
Martina L. Cheung, President and CEO of S&P Global, said, “With more than two decades at CARFAX and deep industry expertise, Bill’s knowledge and passion for this business have prepared him to lead Mobility into its next chapter. I look forward to working closely with Bill through this transition and planned separation as we position both S&P Global and Mobility for long-term growth and value creation.”
Mr. Eager said, “I am humbled and excited by the opportunity to lead the talented teams across Mobility. We have a terrific runway ahead for growth and innovation, and I am confident in our continued success as we build on Mobility’s portfolio of trusted brands and products, including CARFAX, automotiveMastermind, Polk Automotive Solutions and Market Scan, to serve customers’ evolving needs throughout the vehicle lifecycle.”
Ms. Cheung continued, “I also want to thank Edouard for his leadership of the business over the past 12 years. He and his team have built a strong foundation for Mobility to achieve continued success. We wish him all the best in his future endeavors.”
Mr. Tavernier added, “It has been the privilege of a lifetime to lead the Mobility business and work among such talented colleagues. Our team has played an important role in bringing transparency to the industry and helping our customers navigate complex challenges. I am proud of all we have achieved, and I know firsthand that Bill’s strategic vision and his commitment to operational excellence will position Mobility exceptionally well for its expected future as a standalone company.”
S&P Global continues to expect to complete the separation of Mobility within 12 to 18 months from the date of the separation announcement, subject to the satisfaction of customary legal and regulatory requirements and approvals, including final approval of the Company's Board of Directors and effectiveness of a Form 10 registration statement to be filed with the U.S. Securities and Exchange Commission.
About Bill Eager
Bill Eager has more than 25 years of experience in the automotive information industry with a track record of scaling businesses and developing innovative products that have changed how consumers shop, buy, service and sell their vehicles. Prior to his appointment as President of S&P Global Mobility, he was Chief Executive Officer of CARFAX for four years. Under his leadership, CARFAX generated double-digit annual revenue growth, expanded its audience to more than 50 million consumers and drove the adoption of AI and ML technology to increase productivity and drive data and product improvements.



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The company’s award-winning culture has been recognized by USA Today and The Washington Post on their “Top Workplaces” lists in 2022-2024 and 2024, respectively.
Previously, Mr. Eager served as Vice President of CARFAX’s Dealer Business – its largest division – for 17 years. During that time, he led the launch and commercialization of some of its most successful products, including the CARFAX Advantage subscription model for dealers, CARFAX Car Listings and CARFAX for Life.
Before joining CARFAX, Mr. Eager held roles of increasing responsibility at The Cobalt Group, an automotive digital retailing company, rising to become its Director of Sales.
Bill holds a B.A. in economics from Villanova University and an MBA from George Mason University.
Second Quarter 2025 Results and Conference Call/Webcast Details
The Company's senior management will review its 2025 second quarter earnings results, which were separately announced today, on a conference call scheduled for today, July 31, at 8:30 a.m. EDT. Additional information presented on the conference call, as well as the Company's earnings release and Supplemental slide content, may be found on the Company's Investor Relations Website at http://investor.spglobal.com/Quarterly-Earnings.
The Webcast will be available live and in replay at http://investor.spglobal.com/Quarterly-Earnings.
About S&P Global
S&P Global (NYSE: SPGI) provides essential intelligence. We enable governments, businesses and individuals with the right data, expertise and connected technology so that they can make decisions with conviction. From helping our customers assess new investments to guiding them through sustainability and energy transition across supply chains, we unlock new opportunities, solve challenges and accelerate progress for the world.
We are widely sought after by many of the world's leading organizations to provide credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets. With every one of our offerings, we help the world's leading organizations plan for tomorrow, today. For more information, visit www.spglobal.com. 
Forward-Looking Statements
This press release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this press release 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 S&P Global Mobility ("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:




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•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), natural and man-made disasters, civil unrest, public health crises (e.g., pandemics), geopolitical uncertainty (including military conflict), 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, and the potential for 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 generative 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;
•our ability to attract, incentivize and retain key employees, especially in a competitive business environment;
•our ability to successfully navigate key organizational changes, including among our executive leadership;
•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 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 ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;
•consolidation of the Company’s customers, suppliers or competitors;
•the introduction of competing products or technologies by other companies;
•the ability of the Company, and its third-party service providers, to maintain adequate physical and technological infrastructure;



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•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, as supplemented by Item 1A, Risk Factors, in our most recently filed Quarterly Report on Form 10-Q.

Contacts

Investor Relations:
Mark Grant
Senior Vice President, Investor Relations
Tel: +1 (347) 640-1521
mark.grant@spglobal.com

Media:
Christina Twomey
Chief Communications Officer
Tel: +1 (410) 382-3316
christina.twomey@spglobal.com