Item 1. Financial Statements
Item 1. Financial Statements
S&P Global Inc.
Consolidated Statements of Income
(Unaudited)
(in millions, except per share amounts) Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Revenue $ 4,146 $ 3,755 $ 8,318 $ 7,532
Expenses:
Operating-related expenses 1,165 1,119 2,400 2,272
Selling and general expenses 873 803 1,675 1,568
Depreciation 32 26 64 51
Amortization of intangibles 275 270 551 537
Total expenses 2,345 2,218 4,690 4,428
Gain on dispositions ( 11 ) ( 3 ) ( 186 ) ( 3 )
Equity in income on unconsolidated subsidiaries — ( 11 ) — ( 22 )
Operating profit 1,812 1,551 3,814 3,129
Other income, net ( 4 ) ( 28 ) ( 6 ) ( 23 )
Interest expense, net 87 77 182 154
Income before taxes on income 1,729 1,502 3,638 2,998
Provision for taxes on income 406 342 810 667
Net income 1,323 1,160 2,828 2,331
Less: net income attributable to noncontrolling interests
( 106 ) ( 88 ) ( 215 ) ( 170 )
Net income attributable to S&P Global Inc. $ 1,217 $ 1,072 $ 2,613 $ 2,161
Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic $ 4.12 $ 3.50 $ 8.82 $ 7.05
Diluted $ 4.12 $ 3.50 $ 8.81 $ 7.04
Weighted-average number of common shares outstanding:
Basic 295.4 305.9 296.4 306.6
Diluted 295.5 306.1 296.6 306.9
Actual shares outstanding at period end 294.8 305.3
See accompanying notes to the unaudited consolidated financial statements.
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S&P Global Inc.
Consolidated Statements of Comprehensive Income
(Unaudited)
(in millions) Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Net income $ 1,323 $ 1,160 $ 2,828 $ 2,331
Other comprehensive income:
Foreign currency translation adjustments
( 47 ) ( 51 ) ( 60 ) ( 19 )
Income tax effect
6 84 ( 13 ) 103
( 41 ) 33 ( 73 ) 84
Pension and other postretirement benefit plans
( 1 ) ( 3 ) 1 ( 1 )
Income tax effect
1 1 1 1
— ( 2 ) 2 —
Unrealized gain (loss) on cash flow hedges 7 — ( 3 ) 4
Income tax effect
( 2 ) — ( 1 ) —
5 — ( 4 ) 4
Comprehensive income 1,287 1,191 2,753 2,419
Less: comprehensive income attributable to nonredeemable noncontrolling interests
( 9 ) ( 12 ) ( 18 ) ( 17 )
Less: comprehensive income attributable to redeemable noncontrolling interests
( 97 ) ( 76 ) ( 197 ) ( 153 )
Comprehensive income attributable to S&P Global Inc.
$ 1,181 $ 1,103 $ 2,538 $ 2,249
See accompanying notes to the unaudited consolidated financial statements.
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S&P Global Inc.
Consolidated Balance Sheets
(in millions) June 30,
2026 December 31,
2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 4,134 $ 1,745
Restricted cash 7 —
Accounts receivable, net of allowance for doubtful accounts: 2026 - $ 55 ; 2025 - $ 50
3,438 3,441
Prepaid and other current assets 1,010 914
Assets held for sale 120 196
Total current assets 8,709 6,296
Property and equipment, net of accumulated depreciation: 2026 - $ 852 ; 2025 - $ 861
254 278
Right of use assets 392 413
Goodwill 36,348 36,475
Other intangible assets, net 15,695 16,271
Equity investments in unconsolidated subsidiaries 613 603
Other non-current assets 895 864
Total assets $ 62,906 $ 61,200
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 611 $ 610
Accrued compensation and contributions to retirement plans 581 988
Short-term debt 2,572 718
Income taxes currently payable 238 180
Unearned revenue 3,929 4,088
Other current liabilities 1,166 1,010
Liabilities held for sale 28 43
Total current liabilities 9,125 7,637
Long-term debt 12,598 12,370
Lease liabilities — non-current 452 494
Pension and other postretirement benefits 177 178
Deferred tax liability — non-current 3,150 3,262
Other non-current liabilities 764 1,107
Total liabilities 26,266 25,048
Redeemable noncontrolling interests (Note 8) 5,024 4,917
Commitments and contingencies (Note 12)
Equity:
Common stock, $ 1 par value: authorized - 600 million shares; issued - 2026 and 2025 415 million shares
415 415
Additional paid-in capital 44,547 44,117
Retained income 25,618 23,666
Accumulated other comprehensive loss ( 772 ) ( 697 )
Less: common stock in treasury ( 38,307 ) ( 36,374 )
Total equity — controlling interests 31,501 31,127
Total equity — noncontrolling interests 115 108
Total equity 31,616 31,235
Total liabilities and equity $ 62,906 $ 61,200
See accompanying notes to the unaudited consolidated financial statements.
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S&P Global Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(in millions) Six Months Ended
June 30,
2026 2025
Operating Activities:
Net income $ 2,828 $ 2,331
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation 64 51
Amortization of intangibles 551 537
Provision for losses on accounts receivable 27 17
Deferred income taxes ( 114 ) ( 138 )
Stock-based compensation 95 92
Gain on dispositions ( 186 ) ( 3 )
Other 77 250
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable ( 92 ) ( 101 )
Prepaid and other current assets ( 55 ) ( 20 )
Accounts payable and accrued expenses ( 403 ) ( 524 )
Unearned revenue ( 119 ) 137
Other current liabilities ( 123 ) ( 140 )
Net change in prepaid/accrued income taxes 8 2
Net change in other assets and liabilities ( 82 ) ( 93 )
Cash provided by operating activities 2,476 2,398
Investing Activities:
Capital expenditures ( 65 ) ( 104 )
Acquisitions, net of cash acquired ( 26 ) ( 25 )
Proceeds from dispositions, net 361 15
Changes in short-term investments ( 18 ) ( 17 )
Cash provided by (used for) investing activities 252 ( 131 )
Financing Activities:
Additions to short-term debt, net 110 —
Proceeds from issuance of senior notes, net 1,986 —
Payments on senior notes ( 3 ) ( 4 )
Dividends paid to shareholders ( 575 ) ( 589 )
Distributions to noncontrolling interest holders ( 162 ) ( 168 )
Repurchase of treasury shares ( 1,500 ) ( 1,301 )
Employee withholding tax on share-based payments, excise tax payments on share repurchases, contingent consideration payments and other ( 148 ) ( 100 )
Cash used for financing activities ( 292 ) ( 2,162 )
Effect of exchange rate changes on cash ( 40 ) 76
Net change in cash, cash equivalents, and restricted cash 2,396 181
Cash, cash equivalents, and restricted cash at beginning of period 1,745 1,666
Cash, cash equivalents, and restricted cash at end of period $ 4,141 $ 1,847
See accompanying notes to the unaudited consolidated financial statements.
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S&P Global Inc.
Consolidated Statements of Equity
(Unaudited)
Three Months Ended June 30, 2026
(in millions) Common Stock $ 1 par
Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity
Balance as of March 31, 2026 $ 415 $ 44,507 $ 24,804 $ ( 736 ) $ 37,817 31,173 $ 115 $ 31,288
Comprehensive income 1
1,217 ( 36 ) 1,181 9 1,190
Dividends (Dividend declared per common share — $ 0.97 per share)
( 287 ) ( 287 ) ( 10 ) ( 297 )
Share repurchases, including excise tax 505 ( 505 ) ( 505 )
Employee stock plans 40 ( 15 ) 55 55
Change in redemption value of redeemable noncontrolling interests ( 116 ) ( 116 ) ( 116 )
Other — 1 1
Balance as of June 30, 2026
$ 415 $ 44,547 $ 25,618 $ ( 772 ) $ 38,307 $ 31,501 $ 115 $ 31,616
Three Months Ended June 30, 2025
(in millions) Common Stock $ 1 par
Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity
Balance as of March 31, 2025 $ 415 $ 44,359 $ 21,799 $ ( 826 ) $ 32,376 $ 33,371 $ 102 $ 33,473
Comprehensive income 1
1,072 31 1,103 13 1,116
Dividends (Dividend declared per common share — $ 0.96 per share)
( 293 ) ( 293 ) ( 10 ) ( 303 )
Share repurchases, including excise tax 657 ( 657 ) ( 657 )
Employee stock plans 33 ( 9 ) 42 42
Change in redemption value of redeemable noncontrolling interests ( 176 ) ( 176 ) ( 176 )
Other — 1 1
Balance as of June 30, 2025
$ 415 $ 44,392 $ 22,402 $ ( 795 ) $ 33,024 $ 33,390 $ 106 $ 33,496
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Six Months Ended June 30, 2026
(in millions) Common Stock $ 1 par
Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity
Balance as of December 31, 2025 $ 415 $ 44,117 $ 23,666 $ ( 697 ) $ 36,374 $ 31,127 $ 108 $ 31,235
Comprehensive income 1
2,613 ( 75 ) 2,538 18 2,556
Dividends (Dividend declared per common share — $ 1.94 per share)
( 575 ) ( 575 ) ( 10 ) ( 585 )
Share repurchases, including excise tax 500 2,017 ( 1,517 ) ( 1,517 )
Employee stock plans ( 70 ) ( 84 ) 14 14
Change in redemption value of redeemable noncontrolling interests ( 86 ) ( 86 ) ( 86 )
Other — ( 1 ) ( 1 )
Balance as of June 30, 2026
$ 415 $ 44,547 $ 25,618 $ ( 772 ) $ 38,307 $ 31,501 $ 115 $ 31,616
Six Months Ended June 30, 2025
(in millions) Common Stock $ 1 par
Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less: Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity
Balance as of December 31, 2024 $ 415 $ 44,321 $ 20,977 $ ( 883 ) $ 31,671 $ 33,159 $ 97 $ 33,256
Comprehensive income 1
2,161 88 2,249 17 2,266
Dividends (Dividend declared per common share — $ 1.92 per share)
( 589 ) ( 589 ) ( 10 ) ( 599 )
Share repurchases, including excise tax 65 1,379 ( 1,314 ) ( 1,314 )
Employee stock plans 6 ( 26 ) 32 32
Change in redemption value of redeemable noncontrolling interests ( 147 ) ( 147 ) ( 147 )
Other — 2 2
Balance as of June 30, 2025
$ 415 $ 44,392 $ 22,402 $ ( 795 ) $ 33,024 $ 33,390 $ 106 $ 33,496
1 Excludes comprehensive income of $ 97 million and $ 76 million for the three months ended June 30, 2026 and 2025, respectively, and $ 197 million and $ 153 million for the six months ended June 30, 2026 and 2025 , respectively, attributable to our redeemable noncontrolling interests.
See accompanying notes to the unaudited consolidated financial statements.
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S&P Global Inc.
Notes to the Consolidated Financial Statements
(Unaudited)
1. Nature of Operations and Basis of Presentation
S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) is a global, diversified, and highly differentiated provider of benchmarks, data, analytics and workflow solutions in the global capital and energy and commodity markets.
On July 1, 2026, the previously announced separation (the “Separation”) of Mobility Global Inc. (“Mobility Global”) from S&P Global became effective. The separation of Mobility Global, which comprises the business of S&P Global and its subsidiaries which previously operated under the S&P Global Mobility (“Mobility”) segment, was achieved through S&P Global’s distribution (the “Distribution”) of 100 % of the shares of Mobility Global common stock to holders of S&P Global common stock effective as of 12:01 a.m. New York City time on July 1, 2026, with holders of S&P Global common stock receiving one share of Mobility Global common stock for every share of S&P Global common stock held at the close of business on June 15, 2026 (the “Record Date”). Following the Distribution, Mobility Global became an independent, publicly-traded company with its common stock listed under the symbol “MBGL” on the New York Stock Exchange.
Effective July 1, 2026, our operations consist of four reportable segments: S&P Global Ratings (“Ratings”), S&P Dow Jones Indices (“Indices”), S&P Global Energy (“Energy”) and S&P Global Market Intelligence (“Market Intelligence”).
• Ratings is an independent provider of credit ratings, research, and analytics.
• Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
• Energy is a leading independent provider of information and benchmark prices for the energy and commodity markets.
• Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions.
The results of Mobility are included through June 30, 2026. Beginning with the third quarter of 2026, the historical financial results of Mobility through June 30, 2026 will be reflected in our consolidated financial statements as discontinued operations in accordance with U.S. GAAP for all periods.
The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Therefore, the financial statements included herein should be read in conjunction with the financial statements and notes included in our Form 10-K for the year ended December 31, 2025 (our “Form 10-K”).
In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of the interim periods have been included. The operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full year.
On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, business combinations, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable noncontrolling interests. Since the date of our Form 10-K, there have been no material changes to our critical accounting policies and estimates.
Restricted Cash
Restricted cash in our consolidated balance sheet was $ 7 million as of June 30, 2026. We had no restricted cash included in our consolidated balance sheet as of December 31, 2025.
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Contract Assets
Contract assets include unbilled amounts from when the Company transfers service to a customer before a customer pays consideration or before payment is due. As of June 30, 2026 and December 31, 2025, contract assets were $ 97 million and $ 89 million, respectively, and are included in accounts receivable in our consolidated balance sheets.
Unearned Revenue
We record unearned revenue when cash payments are received in advance of our performance. The decrease in the unearned revenue balance at June 30, 2026 compared to December 31, 2025 is primarily driven by $ 3.0 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period, offset by cash payments received in advance of satisfying our performance obligations.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. As of June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 5.8 billion. We expect to recognize revenue on approximately half and three-quarters of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.
We do not disclose the value of unfulfilled performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts where revenue is a usage-based royalty promised in exchange for a license of intellectual property.
Costs to Obtain Contracts
We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that the costs associated with certain sales commission programs are incremental to the costs to obtain contracts with customers and therefore meet the criteria to be capitalized. Total capitalized costs to obtain contracts were $ 338 million and $ 349 million as of June 30, 2026 and December 31, 2025, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets. The capitalized asset will be amortized over a period consistent with the transfer to the customer of the goods or services to which the asset relates, calculated based on the customer term and the average life of the products and services underlying the contracts which has been determined to be approximately 2 to 5 years. The expense is recorded within selling and general expenses in the consolidated statements of income.
We expense sales commissions when incurred if the benefit of those costs is one year or less. These costs are recorded within selling and general expenses in the consolidated statements of income.
Equity in Income on Unconsolidated Subsidiaries
On October 10, 2025, the Company and CME Group completed the sale of OSTTRA, an investment in a 50 / 50 joint venture arrangement with shared control with CME Group that combined each company’s post-trade services into a joint venture.
Other Income, net
The components of other income, net for the periods ended June 30 are as follows:
(in millions) Three Months Six Months
2026 2025 2026 2025
Other components of net periodic benefit cost $ ( 3 ) $ ( 5 ) $ ( 8 ) $ ( 11 )
Net (gain) loss from investments ( 1 ) ( 23 ) 2 ( 12 )
Other income, net $ ( 4 ) $ ( 28 ) $ ( 6 ) $ ( 23 )
2. Acquisitions and Divestitures
On July 28, 2026, we announced an agreement to acquire a majority stake in Agusto & Co., a leading Pan-African rating agency with operations in Nigeria, Kenya, Rwanda and Ghana. The investment, a strategic step for both companies, will complement and support the growth strategy of our Ratings segment in Africa. The transaction is expected to close in the
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second half of 2026, subject to customary closing conditions, including receipt of required regulatory approvals. The proposed acquisition is not expected to have a material impact to our consolidated financial statements.
On July 28, 2026, we announced that we entered into a definitive agreement to acquire datacenterHawk, a leading provider of proprietary intelligence for the global data center, fiber optic and related infrastructure markets. The acquisition will bring together leading data center forecasting, market outlooks and technology intelligence from 451 Research, part of our Energy segment, alongside comprehensive coverage of global power markets across grid infrastructure and intelligence, and supply/demand forecasts, with datacenterHawk's proprietary asset-level intelligence on data center supply/demand, pricing, pipelines and site selection, as well as its Fiber Locator platform. The transaction is expected to close in the second half of 2026, subject to customary closing conditions. The proposed acquisition is not expected to have a material impact to our consolidated financial statements.
On April 24, 2026, we announced that we entered into a definitive agreement to sell Energy’s geoscience and petroleum engineering software portfolio to SLB, a global technology company driving energy innovation across more than 100 countries. This portfolio of subsurface and engineering software, widely used by U.S. onshore and unconventional operators, includes Kingdom Software, Petra, Harmony Enterprise, Analytics Explorer, SubPUMP, Power Tools, FieldDIRECT, Piper, WellTest, and The Element Platform, together with associated business services. The assets and liabilities of Energy's geoscience and petroleum engineering software portfolio were classified as held for sale in our consolidated balance sheet as of June 30, 2026. This transaction is expected to close in the second half of 2026. The anticipated divestiture of Energy's geoscience and petroleum engineering software portfolio is not expected to have a material impact to our consolidated financial statements.
Acquisitions
2026
On March 18, 2026, we completed the acquisition of Enertel AI Corporation, a company specializing in AI and machine learning-driven short-term power price forecasting for North American electricity markets. The acquisition is part of our Energy segment. With the addition of Enertel AI Corporation, Energy now delivers real-time, AI-powered nodal price forecasts and decision tools that physical power traders, utilities and asset operators rely on to navigate the rapidly evolving grid. The acquisition of Enertel AI Corporation is not material to our consolidated financial statements.
2025
On June 6, 2025, we completed the acquisition of TeraHelix, a privately held financial technology firm. TeraHelix helps solve complex, enterprise-scale data challenges by providing frameworks that structure data models for smooth interoperability across platforms, systems and storage architectures. This acquisition is part of our Market Intelligence segment and strengthens our customer-centric approach to data, technology, and AI by meaningfully enhancing the ability to link datasets across classes and platforms. The acquisition of TeraHelix is not material to our consolidated financial statements.
Divestitures
2026
During the three and six months ended June 30, 2026, we recorded a pre-tax gain of $ 11 million ($ 8 million after-tax) and $ 186 million ($ 178 million after-tax), respectively, related to the following dispositions:
• In April of 2026, we sold our facility at Centennial, Colorado. During the three and six months ended June 30, 2026, we recorded a pre-tax gain of $ 11 million ($ 8 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Centennial.
• On January 12, 2026, we completed the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment to Symphony Technology Group (“STG”), a private equity firm focused on building and scaling market-leading software, data and analytics companies. During the six months ended June 30, 2026, we recorded a pre-tax gain of $ 172 million ($ 168 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment.
• In March of 2026, we recorded a pre-tax gain of $ 3 million ($ 3 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of OSTTRA in October of 2025.
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2025
During the three and six months ended June 30, 2025 , we recorded a pre-tax gain of $ 3 million ($ 2 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Fincentric in August of 2024.
During the six months ended June 30, 2025, we did not complete any material dispositions.
Assets and Liabilities Held for Sale
The components of assets and liabilities held for sale in the consolidated balance sheets consist of the following:
(in millions) June 30, December 31,
2026 1
2025 1
Accounts receivable, net $ 51 $ 34
Property and equipment, net — 8
Goodwill 69 141
Other non-current assets — 13
Assets held for sale $ 120 $ 196
Accounts payable $ 2 $ 9
Unearned revenue 26 34
Liabilities held for sale $ 28 $ 43
1 Assets and liabilities held for sale relate to the anticipated divestiture of Energy’s geoscience and petroleum engineering software portfolio and the divestitures of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment as of June 30, 2026 and December 31, 2025, respectively. Additionally, assets held for sale include fixed assets related to our facility in Centennial, Colorado as of December 31, 2025.
3. Income Taxes
The effective income tax rate was 23.5 % and 22.3 % for the three and six months ended June 30, 2026, respectively, and 22.8 % and 22.2 % for the three months and six months ended June 30, 2025, respectively. The higher 2026 rates are primarily due to a combination of discrete adjustments including tax charge on divestitures.
At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The tax expense or benefit related to significant unusual or infrequently occurring items that will be separately reported or reported net of their related tax effect, and are individually computed, is recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.
The Company is subject to tax examinations in various jurisdictions. As of June 30, 2026 and December 31, 2025, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 303 million and $ 322 million, respectively, exclusive of interest and penalties. We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively. As of both June 30, 2026 and December 31, 2025, we had $ 79 million of accrued interest and penalties associated with unrecognized tax benefits.
The Organization for Economic Co-operation and Development (“OECD”) introduced an international tax framework under Pillar Two that provides for a global minimum tax of 15%, which is implemented through local legislation in participating jurisdictions. The effects of Pillar Two taxes enacted in jurisdictions in which we operate have been reflected in our results and did not have a material impact on our consolidated financial statements.
On January 5, 2026, the OECD issued administrative guidance outlining a framework under which U.S.-parented groups may be excluded from the application of the OECD’s global minimum tax rules. Each member jurisdiction will need to adopt this guidance into local law, and the timing and manner of adoption may vary. We are continuing to monitor developments related to this guidance and will evaluate the impact on our financial statements as additional information becomes available.
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4. Debt
A summary of short-term and long-term debt outstanding is as follows:
(in millions) June 30,
2026 December 31,
2025
4.0 % Senior Notes, due 2026 1
$ — $ 3
2.95 % Senior Notes, due 2027 2
500 499
2.45 % Senior Notes, due 2027 3
1,247 1,246
4.75 % Senior Notes, due 2028 4
777 784
4.25 % Senior Notes, due 2029 5
985 991
2.5 % Senior Notes, due 2029 6
498 498
2.95 % Sustainability-Linked Senior Notes, due 2029 7
1,242 1,241
1.25 % Senior Notes, due 2030 8
597 596
4.25 % Senior Notes, due 2031 9
596 595
2.90 % Senior Notes, due 2032 10
1,481 1,480
5.25 % Senior Notes, due 2033 11
744 744
4.80 % Senior Notes, due 2035 12
396 396
6.55 % Senior Notes, due 2037 13
291 291
4.5 % Senior Notes, due 2048 14
273 273
3.25 % Senior Notes, due 2049 15
591 591
3.70 % Senior Notes, due 2052 16
976 976
2.3 % Senior Notes, due 2060 17
683 683
3.9 % Senior Notes, due 2062 18
487 486
5.05 % Senior Notes, due 2029 19
645 —
5.45 % Senior Notes, due 2031 20
644 —
6.05 % Senior Notes, due 2036 21
692 —
Commercial paper 825 715
Total debt 15,170 13,088
Less: short-term debt including current maturities 2,572 718
Long-term debt $ 12,598 $ 12,370
1 We made a $ 3 million repayment of our 4.0 % Senior Notes in the first quarter of 2026.
2 Interest payments are due semiannually on January 22 and July 22, and as of June 30, 2026, the unamortized debt discount and issuance costs total less than $ 1 million.
3 Interest payments are due semiannually on March 1 and September 1 and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 3 million.
4 Interest payments are due semiannually on February 1 and August 1.
5 Interest payments are due semiannually on May 1 and November 1.
6 Interest payments are due semiannually on June 1 and December 1, and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 2 million.
7 Interest payments are due semiannually on March 1 and September 1 and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 8 million. From and including March 1, 2026, the interest rate payable on Sustainability-Linked Senior Notes due 2029 was increased by 25 basis points ( 0.25 %) per annum, in accordance with the terms of the governing indenture.
8 Interest payments are due semiannually on February 15 and August 15, and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 3 million.
9 Interest payments are due semiannually on January 15 and July 15, beginning on July 15, 2026, and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 4 million.
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10 Interest payments are due semiannually on March 1 and September 1 and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 19 million.
11 Interest payments are due semiannually on March 15 and September 15, and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 6 million.
12 Interest payments are due semiannually on June 4 and December 4, and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 4 million.
13 Interest payments are due semiannually on May 15 and November 15, and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 2 million.
14 Interest payments are due semiannually on May 15 and November 15, and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 10 million.
15 Interest payments are due semiannually on June 1 and December 1, and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 9 million.
16 Interest payments are d ue semiannually on March 1 and September 1 and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 24 million.
17 Interest payments are due semiannually on February 15 and August 1 5, and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 17 million.
18 Interest payments are due semiannually on March 1 and September 1 and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 13 million.
19 Interest payments are due semiannually on June 15 and December 15, beginning on December 15, 2026, and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 5 million.
20 Interest payments are due semiannually on June 15 and December 15, beginning on December 15, 2026, and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 6 million.
21 Interest payments are due semiannually on June 15 and December 15, beginning on December 15, 2026, and as of June 30, 2026, the unamortized debt discount and issuance costs total $ 8 million.
The fair value of our total debt borrowings was $ 13.1 billion an d $ 11.3 billion as of June 30, 2026 and December 31, 2025, respectively, and was estimated based on quoted market prices.
On May 19, 2026, in connection with the Separation, Mobility Global issued $ 650 million of 5.05 % senior notes due in 2029, $ 650 million of 5.45 % senior notes due in 2031 and $ 700 million of 6.05 % senior notes due in 2036. The obligations under these senior notes are reflected in these financial statements, but became the sole responsibility of Mobility Global after the Separation.
We have the ability to borrow a total of $ 2.0 billion through our commercial paper program, which is supported by our $ 2.0 billion five-year credit agreement (our “credit facility”) that will terminate on December 17, 2029. As of June 30, 2026, and December 31, 2025, we had $ 825 million and $ 715 million of outstanding commercial paper, respectively. During the second quarter of 2026, Mobility Global entered into a $ 500 million senior unsecured revolving credit facility, which was undrawn as of June 30, 2026, and became the sole responsibility of Mobility Global after the Separation.
Under the credit facility, we currently pay a commitment fee of 7 basis points. Our commitment fee and our drawn margin under the credit facility was reduced by 1 basis point and 5 basis points, respectively, for the approximately year-long period beginning April 6, 2026 as a result of our emissions performance for the year ended December 31, 2025. The credit facility contains customary affirmative and negative covenants and customary events of default. The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.
T he only financial covenant in our credit facility is a requirement that our indebtedness to cash flow ratio, as defined in our credit facility, is not greater than 4 to 1, and this ratio has never been exceeded.
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5. Derivative Instruments
Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of June 30, 2026 and December 31, 2025, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates. As of June 30, 2026 and December 31, 2025, we held cross currency swap contracts to hedge a portion of our net investment in foreign subsidiaries against volatility in foreign exchange rates. These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We do not enter into any derivative financial instruments for speculative purposes.
Undesignated Derivative Instruments
During the six months ended June 30, 2026 and twelve months ended December 31, 2025, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheets. These forward contracts do not qualify for hedge accounting. As of June 30, 2026 and December 31, 2025, the aggregate notional value of these outstanding forward contracts was $ 1 billion and $ 1.5 billion, respectively. The changes in fair value of these forward contracts are recorded in prepaid and other assets or other current liabilities in the consolidated balance sheets with their corresponding change in fair value recognized in selling and general expenses in the consolidated statements of income. The amount recorded in prepaid and other current assets was $ 8 million as of June 30, 2026 and December 31, 2025. The amount recorded in other current liabilities was $ 22 million and $ 6 million as of June 30, 2026 and December 31, 2025, respectively. The amount recorded in selling and general expense related to these contracts was a net loss of $ 8 million and $ 28 million for the three and six months ended June 30, 2026, respectively, and a net gain of $ 111 million and $ 160 million for the three and six months ended June 30, 2025, respectively.
Net Investment Hedges
As of June 30, 2026 and December 31, 2025, we held cross currency swaps to hedge a portion of our net investment in certain European subsidiaries against volatility in the Euro/U.S. dollar exchange rate. These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2029, 2030, 2032 and 2033. The notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 3.5 billion as of June 30, 2026 and December 31, 2025. The changes in the fair value of these swaps are recognized in foreign currency translation adjustments, a component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold, liquidated or substantially liquidated. We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates. Accordingly, amounts related to the cross currency swaps recognized directly in net income represent net periodic interest settlements and accruals, which are recognized in interest expense, net. We recognized net interest income of $ 10 million and $ 20 million for the three and six months ended June 30, 2026 and net interest income of $ 11 million and $ 25 million for the three and six months ended June 30, 2025, respectively.
Cash Flow Hedges
Foreign Exchange Forward Contracts
During the six months ended June 30, 2026 and the twelve months ended December 31, 2025, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the second quarter of 2028 and the fourth quarter of 2027, respectively. These contracts are intended to offset the impact of movement of exchange rates on future revenue and operating costs and are scheduled to mature within twenty-four months . The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and are subsequently reclassified into revenue and selling and general expenses in the same period that the hedged transaction affects earnings.
As of June 30, 2026, we estimate that $ 8 million of pre-tax loss related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.
As of June 30, 2026 and December 31, 2025, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 505 million and $ 574 million, respectively.
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Interest Rate Swaps
During the three months ended March 31, 2024, we terminated our interest rate swap contracts with an aggregate notional value of $ 813 million and received net proceeds of $ 155 million upon termination. These contracts were designated as cash flow hedges and were scheduled to mature beginning in the first quarter of 2027. We performed a final effectiveness test upon the termination of each swap, and the effective portion of the gain of $ 155 million was recorded in accumulated other comprehensive loss in our consolidated balance sheet. A portion of the gain is being recognized into interest expense, net over the term related to the issuance of our senior notes in December of 2025 which are scheduled to mature in 2031 and 2035. We recognized interest income of $ 1 million and $ 3 million for the three and six months ended June 30, 2026.
The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of June 30, 2026 and December 31, 2025:
(in millions) June 30, December 31,
Balance Sheet Location 2026 2025
Derivatives designated as cash flow hedges:
Prepaid and other current assets Foreign exchange forward contracts $ 4 $ 5
Other current liabilities Foreign exchange forward contracts $ 13 $ 11
Derivatives designated as net investment hedges:
Other non-current liabilities Cross currency swaps $ 226 $ 294
The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedges for the periods ended June 30:
Three Months
(in millions) Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion) Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
2026 2025 2026 2025
Cash flow hedges - designated as hedging instruments
Foreign exchange forward contracts $ 8 $ — Revenue, Selling and general expenses $ ( 3 ) $ 3
Interest rate swap contracts $ ( 1 ) $ — Interest expense, net $ 1 $ —
Net investment hedges - designated as hedging instruments
Cross currency swaps $ ( 22 ) $ ( 342 ) Interest expense, net $ ( 1 ) $ ( 1 )
Six Months
(in millions) Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion) Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
2026 2025 2026 2025
Cash flow hedges - designated as hedging instruments
Foreign exchange forward contracts $ — $ 4 Revenue, Selling and general expenses $ ( 6 ) $ 4
Interest rate swap contracts $ ( 3 ) $ — Interest expense, net $ 3 $ —
Net investment hedges - designated as hedging instruments
Cross currency swaps $ 66 $ ( 419 ) Interest expense, net $ ( 2 ) $ ( 2 )
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The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the periods ended June 30:
(in millions) Three Months Six Months
2026 2025 2026 2025
Cash Flow Hedges
Foreign exchange forward contracts
Net unrealized (losses) gains on cash flow hedges, net of taxes, beginning of period $ ( 12 ) $ 4 $ ( 6 ) $ 1
Change in fair value, net of tax 3 3 ( 6 ) 7
Reclassification into earnings, net of tax 3 ( 3 ) 6 ( 4 )
Net unrealized (losses) gains on cash flow hedges, net of taxes, end of period $ ( 6 ) $ 4 $ ( 6 ) $ 4
Interest rate swap contracts
Net unrealized gains on cash flow hedges, net of taxes, beginning of period $ 96 $ 99 $ 99 $ 99
Change in fair value, net of tax — — ( 1 ) —
Reclassification into earnings, net of tax ( 1 ) — ( 3 ) —
Net unrealized gains on cash flow hedges, net of taxes, end of period $ 95 $ 99 $ 95 $ 99
Net Investment Hedges
Net unrealized (losses) gains on net investment hedges, net of taxes, beginning of period $ ( 164 ) $ ( 25 ) $ ( 234 ) $ 33
Change in fair value, net of tax ( 17 ) ( 259 ) 52 ( 318 )
Reclassification into earnings, net of tax 1 1 2 2
Net unrealized losses on net investment hedges, net of taxes, end of period $ ( 180 ) $ ( 283 ) $ ( 180 ) $ ( 283 )
6. Employee Benefits
We maintain a number of active defined contribution retirement plans for our employees. The majority of our defined benefit plans are frozen. As a result, no new employees will be permitted to enter these plans and no additional benefits for current participants in the frozen plans will be accrued.
We also have supplemental benefit plans that provide senior management with supplemental retirement, disability and death benefits. Certain supplemental retirement benefits are based on final monthly earnings. In addition, we sponsor a voluntary 401(k) plan under which we make a non-elective contribution and may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees’ compensation to the employees’ accounts.
We also provide certain medical, dental and life insurance benefits for active employees and eligible dependents. The medical and dental plans and supplemental life insurance plan are contributory, while the basic life insurance plan is noncontributory. We currently do not prefund any of these plans.
We recognize the funded status of our retirement and postretirement plans in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. The amounts in accumulated other comprehensive loss represent net unrecognized actuarial losses and unrecognized prior service costs. These amounts will be subsequently recognized as net periodic pension cost pursuant to our accounting policy for amortizing such amounts.
Net periodic benefit cost for our retirement and postretirement plans other than the service cost component are included in other (income) expense, net in our consolidated statements of income.
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The components of net periodic benefit cost for our retirement plans and postretirement plans for the periods ended June 30 are as follows:
(in millions) Three Months Six Months
2026 2025 2026 2025
Service cost $ — $ — $ 1 $ 1
Interest cost 17 18 33 35
Expected return on assets ( 23 ) ( 24 ) ( 46 ) ( 48 )
Amortization of prior service credit / actuarial loss 3 1 5 2
Net periodic benefit cost $ ( 3 ) $ ( 5 ) $ ( 7 ) $ ( 10 )
Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three and six months ended June 30, 2026 and 2025.
As discussed in our Form 10-K, we changed certain discount rate assumptions for our retirement and postretirement plans and our expected return on assets assumption for our retirement plans which became effective on January 1, 2026. The effect of the assumption changes on retirement and postretirement expense for the three and six months ended June 30, 2026 did not have a material impact to our financial position, results of operations or cash flows.
In the first six months of 2026, we contributed $ 5 million to our retirement plans and expect to make additional required contributions of approximately $ 6 million to our retirement plans during the remainder of the year. We may elect to make additional non-required contributions depending on investment performance or any potential deterioration of our pension plan status in second half of 2026.
7. Stock-Based Compensation
We issue stock-based incentive awards to our eligible employees under the 2019 Employee Stock Incentive Plan and to our eligible non-employee members of the Board of Directors under a Director Deferred Stock Ownership Plan.
For the six months ended June 30, 2026 and 2025, total stock-based compensation expense related to restricted stock and other stock-based awards was $ 95 million and $ 92 million, respectively. During the six months ended June 30, 2026, the Company granted 0.5 million shares of restricted stock and other stock-based awards, which had a weighted average grant date fair value of $ 441.03 per share. Total unrecognized compensation expense related to unvested equity awards as of June 30, 2026 was $ 284 million, which is expected to be recognized over a weighted average period of 1.6 years.
8. Equity
Dividends
On January 14, 2026, the Board of Directors approved an increase in the dividends for 2026 to a quarterly common stock dividend of $ 0.97 per share.
Stock Repurchases
On November 13, 2025, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2025 Repurchase Program”), which was approximately 10 % of the total shares of our outstanding common stock at the time. On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9 % of the total shares of our outstanding common stock at that time.
Our purchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. As of June 30, 2026, 28.4 million shares remained under the 2025 Repurchase Program and the 2022 repurchase program was completed. Our 2025 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.
We have entered into accelerated share repurchase (“ASR”) agreements with financial institutions to initiate share repurchases of our common stock. Under an ASR agreement, we pay a specified amount to the financial institution and receive an initial
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delivery of shares. Upon settlement of the ASR agreement, the financial institution typically delivers additional shares. The total number of shares ultimately delivered, and therefore the average price paid per share, is determined at the end of the applicable purchase period of each ASR agreement based on the volume weighted-average share price, less a discount. We account for our ASR agreements as two transactions: a stock purchase transaction and a forward stock purchase contract. The shares delivered under the ASR agreements resulted in a reduction of outstanding shares used to determine our weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share. The repurchased shares are held in Treasury. The forward stock purchase contracts are classified as equity instruments.
Effective January 1, 2023, the Inflation Reduction Act of 2022 has mandated a 1% excise tax on share repurchases. Excise tax obligations that result from the Company’s share repurchases are accounted for as a cost of the treasury stock transaction, and are included in other current liabilities on our consolidated balance sheets. The amount recorded in other current liabilities was $ 16 million and $ 46 million as of June 30, 2026 and December 31, 2025, respectively. During the six months ended June 30, 2026, the Company made an excise tax payment of $ 47 million, which is included in financing activities in the Consolidated Statement of Cash Flows.
The terms of each ASR agreement entered into during the six months ended June 30, 2026 and 2025, structured as outlined above, are as follows:
(in millions, except average price paid per share)
ASR Agreement Initiation Date ASR Agreement Completion Date Initial Shares Delivered Additional Shares Delivered Total Number of Shares
Purchased Average Price Paid Per Share Total Cash Utilized
May 7, 2026 1
June 10, 2026 0.9 0.3 1.2 $ 414.76 $ 500
February 12, 2026 2
March 12, 2026 2.0 0.3 2.3 $ 426.70 $ 1,000
May 6, 2025 3
August 8, 2025 1.0 0.2 1.2 $ 518.47 $ 650
February 19, 2025 4
May 6, 2025 1.0 0.3 1.3 $ 491.12 $ 650
1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and initially received shares valued at 80 % of the $ 500 million at a price equal to the market price of the Company ’ s common stock on May 7, 2026. The Company received an initial delivery of 0.9 million shares from the ASR program. We completed the ASR agreement on June 10, 2026 and received an additional 0.3 million shares. The ASR agreement was executed under our 2025 Repurchase Program.
2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1 billion and initially received shares valued at 80 % of the $ 1 billion at a price equal to the market price of the Company ’ s common stock on February 12, 2026. The Company received an initial delivery of 2.0 million shares from the ASR program. We completed the ASR agreement on March 12, 2026 and received an additional 0.3 million shares. The ASR agreement was executed under our 2025 and 2022 Repurchase Programs.
3 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 650 million and initially received shares valued at 80 % of the $ 650 million at a price equal to the market price of the Company ’ s common stock on May 6, 2025. The Company received an initial delivery of 1.0 million shares from the ASR program. We completed the ASR agreement on August 8, 2025 and received an additional 0.2 million shares. The ASR agreement was executed under our 2022 Repurchase Program.
4 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 650 million and initially received shares valued at 80 % of the $ 650 million at a price equal to the market price of the Company ’ s common stock on February 19, 2025. The Company received an initial delivery of 1.0 million shares from the ASR program. We completed the ASR agreement on May 6, 2025 and received an additional 0.3 million shares. The ASR agreement was executed under our 2022 Repurchase Program.
During the six months ended June 30, 2026, we received 4.3 million shares, including 0.8 million shares received in February of 2026 related to our December 4, 2025 ASR agreement. During the six months ended June 30, 2026, we purchased a total of 3.5 million shares for $ 1.5 billion of cash related to our February 12, 2026 and May 7, 2026 ASR agreements. During the six months ended June 30, 2025, we received 2.7 million shares, including 0.3 million shares received in February of 2025 related to our October 28, 2024 ASR agreement. During the six months ended June 30, 2025, we purchased a total of 2.4 million shares for $ 1.3 billion of cash.
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Redeemable Noncontrolling Interests
Our redeemable noncontrolling interests include an agreement with the minority partners that own 27 % of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, CME Group and CME Group Index Services LLC (“CGIS”) has the right at any time to sell, and we are obligated to buy, at least 20 % of their share in S&P Dow Jones Indices LLC. In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group’s and CGIS’ minority interest.
If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption. This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interests” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches. Our income and market valuation approaches may incorporate Level 3 fair value measures for instances when observable inputs are not available. The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., the revenue growth rates and operating margins), and a company specific beta. The significant judgmental assumptions used that incorporate market data, including the relative weighting of market observable information and the comparability of that information in our valuation models, are forward-looking and could be affected by future economic and market conditions. Any adjustments to the redemption value will impact retained income.
Noncontrolling interests that do not contain such redemption features are presented in equity.
Changes to redeemable noncontrolling interests during the six months ended June 30, 2026 were as follows:
(in millions)
Balance as of December 31, 2025
$ 4,917
Net income attributable to redeemable noncontrolling interests 197
Distributions payable to redeemable noncontrolling interests ( 165 )
Redemption value adjustment 86
Other 1
( 11 )
Balance as of June 30, 2026 2
$ 5,024
1 Includes foreign currency translation adjustments.
2 As of June 30, 2026 , $ 5,022 million relates to our redeemable noncontrolling interest in the Indices business.
Accumulated Other Comprehensive Loss
The following table summarizes the changes in the components of accumulated other comprehensive loss for the six months ended June 30:
(in millions) Foreign Currency Translation Adjustments Pension and Postretirement Benefit Plans Unrealized Gain (Loss) on Cash Flow Hedges Accumulated Other Comprehensive Loss
Balance as of December 31, 2025
$ ( 403 ) $ ( 386 ) $ 92 $ ( 697 )
Other comprehensive income (loss) before reclassifications ( 75 ) 1 ( 4 ) ( 7 ) ( 86 )
Reclassifications from accumulated other comprehensive income (loss) to net earnings
2 6 2 3 3 11
Net other comprehensive income ( 73 ) 2 ( 4 ) ( 75 )
Balance as of June 30, 2026
$ ( 476 ) $ ( 384 ) $ 88 $ ( 772 )
1 Includes an unrealized gain related to our cross currency swaps. See Note 5 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss.
2 Reflects amortization of net actuarial losses and is net of a tax expense of $ 1 million for the six months ended June 30, 2026. See Note 6 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.
3 See Note 5 — Derivative Instruments for additional details of items reclassified from accumulated other comprehensive loss to net earnings.
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9. Earnings Per Share
Basic earnings per common share (“EPS”) is computed by dividing net income attributable to the common shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in the same manner as basic EPS, except the number of shares is increased to include additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. Potential common shares consist primarily of restricted performance shares and stock options calculated using the treasury stock method.
The calculation of basic and diluted EPS for the periods ended June 30 is as follows:
(in millions, except per share amounts) Three Months Six Months
2026 2025 2026 2025
Amounts attributable to S&P Global Inc. common shareholders:
Net income $ 1,217 $ 1,072 $ 2,613 $ 2,161
Basic weighted-average number of common shares outstanding
295.4 305.9 296.4 306.6
Effect of dilutive securities 0.1 0.2 0.2 0.3
Diluted weighted-average number of common shares outstanding
295.5 306.1 296.6 306.9
Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic $ 4.12 $ 3.50 $ 8.82 $ 7.05
Diluted $ 4.12 $ 3.50 $ 8.81 $ 7.04
We have certain stock options and restricted performance shares that are potentially excluded from the computation of diluted EPS. The effect of the potential exercise of stock options is excluded when the average market price of our common stock is lower than the exercise price of the related option during the period or when a net loss exists because the effect would have been antidilutive. Additionally, restricted performance shares are excluded because the necessary vesting conditions had not been met or when a net loss exists. For the three and six months ended June 30, 2026 and 2025, there were no stock options excluded. Restricted performance shares outstanding of 0.6 million and 0.7 million as of June 30, 2026 and 2025, respectively, were excluded.
10. Restructuring
We continuously evaluate our cost structure to identify cost savings associated with streamlining our management structure. Our 2026 and 2025 restructuring plans consisted of a company-wide workforce reduction of approximately 450 and 1,300 positions and are further detailed below. The charges for each restructuring plan are classified as selling and general expenses within the consolidated statements of income and the reserves are included in other current liabilities in the consolidated balance sheets.
In certain circumstances, reserves are no longer needed because employees previously identified for separation resigned from the Company and did not receive severance or were reassigned due to circumstances not foreseen when the original plans were initiated. In these cases, we reverse reserves through the consolidated statements of income during the period when it is determined they are no longer needed.
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The initial restructuring charge recorded and the ending reserve balance as of June 30, 2026 by segment is as follows:
2026 Restructuring Plan 2025 Restructuring Plan
(in millions) Initial Charge Recorded Ending Reserve Balance Initial Charge Recorded Ending Reserve Balance
Market Intelligence $ 15 $ 14 $ 56 $ 8
Ratings 8 7 17 3
Energy 8 7 19 7
Mobility — — 15 2
Indices — — 4 2
Corporate 11 9 46 11
Total $ 42 $ 37 $ 157 $ 33
We recorded a pre-tax restructuring charge of $ 42 million primarily related to employee severance charges for the 2026 restructuring plan during the six months ended June 30, 2026 and have reduced the reserve by $ 5 million. The ending reserve balance for the 2025 restructuring plan was $ 85 million as of December 31, 2025. For the six months ended June 30, 2026, we have reduced the reserve for the 2025 restructuring plan by $ 52 million. The reductions primarily related to cash payments for employee severance charges.
11. Segment and Related Information
Effective July 1, 2026, we have four reportable segments: Market Intelligence, Ratings, Energy and Indices. The results of Mobility are included through June 30, 2026. Beginning with the third quarter of 2026, the historical financial results of Mobility through June 30, 2026 will be reflected in our consolidated financial statements as discontinued operations in accordance with U.S. GAAP for all periods.
Our Chief Executive Officer is our chief operating decision-maker (“CODM”) and evaluates performance of our segments and allocates resources (including employees, property, and financial or capital resources) based primarily on operating profit for each segment. Segment operating profit does not include Corporate Unallocated expense, equity in income on unconsolidated subsidiaries, other income, net, or interest expense, net, as these are amounts that do not affect the operating results of our reportable segments.
Operating results for the periods ended June 30 are as follows:
(in millions) Market Intelligence Ratings Energy Mobility Indices Total
Three Months Ended June 30, 2026
Revenue from external customers $ 1,286 $ 1,293 $ 568 $ 468 $ 531 $ 4,146
Intersegment revenue 1
4 46 — — 3 53
Revenue 1,290 1,339 568 468 534 4,199
Intersegment elimination ( 53 )
Total revenue 4,146
Less: segment expenses 2
824 417 287 267 148 1,943
Less: other segment items 3
173 9 48 97 13 340
Intersegment elimination ( 53 )
Segment operating profit $ 293 $ 913 $ 233 $ 104 $ 373 $ 1,916
Corporate Unallocated expense 4
104
Operating profit 1,812
Other income, net ( 4 )
Interest expense, net 87
Income before taxes on income $ 1,729
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(in millions) Market Intelligence Ratings Energy Mobility Indices Total
Six Months Ended June 30, 2026
Revenue from external customers $ 2,579 $ 2,550 $ 1,221 $ 921 $ 1,047 $ 8,318
Intersegment revenue 1
7 91 — — 6 104
Revenue 2,586 2,641 1,221 921 1,053 8,422
Intersegment elimination ( 104 )
Total revenue 8,318
Less: segment expenses 2
1,684 837 617 539 284 3,961
Less: other segment items 3
169 10 84 185 24 472
Intersegment elimination ( 104 )
Segment operating profit $ 733 $ 1,794 $ 520 $ 197 $ 745 $ 3,989
Corporate Unallocated expense 4
175
Operating profit 3,814
Other income, net ( 6 )
Interest expense, net 182
Income before taxes on income $ 3,638
(in millions) Market Intelligence Ratings Energy Mobility Indices Total
Three Months Ended June 30, 2025
Revenue from external customers $ 1,214 $ 1,105 $ 555 $ 438 $ 443 $ 3,755
Intersegment revenue 1
3 43 — — 3 49
Revenue 1,217 1,148 555 438 446 3,804
Intersegment elimination ( 49 )
Total revenue 3,755
Less: segment expenses 2
787 396 285 253 128 1,849
Less: other segment items 3
171 37 37 81 9 335
Intersegment elimination ( 49 )
Segment operating profit $ 259 $ 715 $ 233 $ 104 $ 309 $ 1,620
Corporate Unallocated expense 4
80
Equity in income on unconsolidated subsidiaries ( 11 )
Operating profit 1,551
Other income, net ( 28 )
Interest expense, net 77
Income before taxes on income $ 1,502
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(in millions) Market Intelligence Ratings Energy Mobility Indices Total
Six Months Ended June 30, 2025
Revenue from external customers $ 2,410 $ 2,212 $ 1,167 $ 858 $ 885 $ 7,532
Intersegment revenue 1
6 85 — — 6 97
Revenue 2,416 2,297 1,167 858 891 7,629
Intersegment elimination ( 97 )
Total revenue 7,532
Less: segment expenses 2
1,593 784 603 511 249 3,740
Less: other segment items 3
344 42 76 157 18 637
Intersegment elimination ( 97 )
Segment operating profit $ 479 $ 1,471 $ 488 $ 190 $ 624 $ 3,252
Corporate Unallocated expense 4
145
Equity in income on unconsolidated subsidiaries ( 22 )
Operating profit 3,129
Other income, net ( 23 )
Interest expense, net 154
Income before taxes on income $ 2,998
1 Intersegment revenue primarily relates to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
2 The segment expense category for Market Intelligence, Ratings, Energy, Mobility and Indices for the three and six months ended June 30, 2026 and 2025 primarily include an aggregation of compensation costs, technology costs and strategic investments. The CODM considers actual-to-actual and budget-to-actual variances when making decisions about allocating personnel and capital to the segments; however, the CODM does not receive the individual expense items underlying the overall segment expenses. Variance explanations include segment expenses including compensation costs, technology costs and strategic investments, but the CODM is otherwise not provided, and cannot easily calculate, lower-level expense information.
3 Other segment items for the three and six months ended June 30, 2026 for each reportable segment primarily include amortization of intangibles from acquisitions, gain on dispositions and certain items primarily including acquisition and disposition-related costs and employee severance charges. Other segment items for the three and six months ended June 30, 2025 for each reportable segment primarily include amortization of intangibles from acquisitions and certain items primarily including employee severance charges, legal costs, acquisition and disposition-related costs and Executive Leadership Team transition costs.
4 Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses.
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The following table presents our revenue disaggregated by revenue type for the periods ended June 30:
(in millions) Market Intelligence Ratings Energy Mobility Indices Intersegment Elimination 1
Total
Three Months Ended June 30, 2026
Subscription $ 1,076 $ — $ 518 $ 383 $ 87 $ — $ 2,064
Non-subscription / Transaction 41 746 23 85 — — 895
Non-transaction — 593 — — — ( 53 ) 540
Asset-linked fees — — — — 348 — 348
Sales usage-based royalties — — 27 — 99 — 126
Recurring variable revenue 173 — — — — — 173
Total revenue $ 1,290 $ 1,339 $ 568 $ 468 $ 534 $ ( 53 ) $ 4,146
Timing of revenue recognition
Services transferred at a point in time $ 41 $ 746 $ 23 $ 85 $ — $ — $ 895
Services transferred over time
1,249 593 545 383 534 ( 53 ) 3,251
Total revenue $ 1,290 $ 1,339 $ 568 $ 468 $ 534 $ ( 53 ) $ 4,146
(in millions) Market Intelligence Ratings Energy Mobility Indices Intersegment Elimination 1
Total
Six Months Ended June 30, 2026
Subscription $ 2,128 $ — $ 1,024 $ 754 $ 171 $ — $ 4,077
Non-subscription / Transaction 117 1,458 132 167 — — 1,874
Non-transaction — 1,183 — — — ( 104 ) 1,079
Asset-linked fees — — — — 688 — 688
Sales usage-based royalties — — 65 — 194 — 259
Recurring variable revenue 341 — — — — — 341
Total revenue $ 2,586 $ 2,641 $ 1,221 $ 921 $ 1,053 $ ( 104 ) $ 8,318
Timing of revenue recognition
Services transferred at a point in time $ 117 $ 1,458 $ 132 $ 167 $ — $ — $ 1,874
Services transferred over time
2,469 1,183 1,089 754 1,053 ( 104 ) 6,444
Total revenue $ 2,586 $ 2,641 $ 1,221 $ 921 $ 1,053 $ ( 104 ) $ 8,318
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(in millions) Market Intelligence Ratings Energy Mobility Indices Intersegment Elimination 1
Total
Three Months Ended June 30, 2025
Subscription $ 1,017 $ — $ 500 $ 357 $ 80 $ — $ 1,954
Non-subscription / Transaction 42 597 25 81 — — 745
Non-transaction — 551 — — — ( 49 ) 502
Asset-linked fees — — — — 286 — 286
Sales usage-based royalties — — 30 — 80 — 110
Recurring variable revenue 158 — — — — — 158
Total revenue $ 1,217 $ 1,148 $ 555 $ 438 $ 446 $ ( 49 ) $ 3,755
Timing of revenue recognition
Services transferred at a point in time $ 42 $ 597 $ 25 $ 81 $ — $ — $ 745
Services transferred over time 1,175 551 530 357 446 ( 49 ) 3,010
Total revenue $ 1,217 $ 1,148 $ 555 $ 438 $ 446 $ ( 49 ) $ 3,755
(in millions) Market Intelligence Ratings Energy Mobility Indices Intersegment Elimination 1
Total
Six Months Ended June 30, 2025
Subscription $ 2,010 $ — $ 986 $ 700 $ 155 $ — $ 3,851
Non-subscription / Transaction 98 1,217 122 158 — — 1,595
Non-transaction — 1,080 — — — ( 97 ) 983
Asset-linked fees — — — — 574 — 574
Sales usage-based royalties — — 59 — 162 — 221
Recurring variable revenue 308 — — — — — 308
Total revenue $ 2,416 $ 2,297 $ 1,167 $ 858 $ 891 $ ( 97 ) $ 7,532
Timing of revenue recognition
Services transferred at a point in time $ 98 $ 1,217 $ 122 $ 158 $ — $ — $ 1,595
Services transferred over time 2,318 1,080 1,045 700 891 ( 97 ) 5,937
Total revenue $ 2,416 $ 2,297 $ 1,167 $ 858 $ 891 $ ( 97 ) $ 7,532
1 Intersegment eliminations primarily consists of a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
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Segment information as of June 30, 2026 and December 31, 2025 is as follows:
(in millions) Total Assets
June 30, December 31,
2026 2025
Market Intelligence $ 30,323 $ 31,234
Ratings 1,417 1,137
Energy 8,480 8,543
Mobility 12,835 12,974
Indices 3,421 3,378
Total reportable segments 56,476 57,266
Corporate 1
6,310 3,738
Assets of held for sale 2
120 196
Total $ 62,906 $ 61,200
1 Corporate assets consist principally of cash and cash equivalents, goodwill and other intangible assets, investments, assets for pension benefits and deferred income taxes.
2 Relates to the anticipated divestiture of Energy’s geoscience and petroleum engineering software portfolio and the divestitures of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment as of June 30, 2026 and December 31, 2025, respectively. Additionally, assets held for sale include fixed assets related to our facility in Centennial, Colorado as of December 31, 2025.
The following provides revenue by geographic region for the periods ended June 30:
(in millions) Three Months Six Months
2026 2025 2026 2025
U.S. $ 2,530 $ 2,269 $ 5,154 $ 4,611
European region 952 863 1,848 1,711
Asia 440 408 870 791
Rest of the world 224 215 446 419
Total $ 4,146 $ 3,755 $ 8,318 $ 7,532
See Note 2 — Acquisitions and Divestitures and Note 10 — Restructuring for additional actions that impacted the segment operating results.
12. Commitments and Contingencies
Leases
We determine whether an arrangement meets the criteria for an operating lease or a finance lease at the inception of the arrangement. We have operating leases for office space and equipment. Our leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases early. We sublease certain real estate leases to third parties which mainly consist of operating leases for space within our offices.
Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expenses for these leases on a straight line-basis over the lease term in operating-related expenses and selling and general expenses.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Our future minimum based payments used to determine our lease liabilities include minimum based rent payments and escalations. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of June 30, 2026 and December 31, 2025:
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(in millions) June 30, December 31,
Balance Sheet Location 2026 2025
Assets
Right of use assets Lease right of use assets $ 392 $ 413
Liabilities
Other current liabilities Current lease liabilities 126 124
Lease liabilities — non-current Non-current lease liabilities 452 494
The components of lease expense for the periods ended June 30 are as follows:
(in millions) Three Months Six Months
2026 2025 2026 2025
Operating lease cost $ 30 $ 31 $ 58 $ 62
Sublease income ( 12 ) ( 3 ) ( 17 ) ( 7 )
Total lease cost $ 18 $ 28 $ 41 $ 55
Supplemental information related to leases for the periods ended June 30 are as follows:
(in millions) Three Months Six Months
2026 2025 2026 2025
Cash paid for amounts included in the measurement for operating lease liabilities
Operating cash flows for operating leases $ 38 $ 34 $ 75 $ 70
Right of use assets obtained in exchange for lease obligations
Operating leases 21 2 36 21
Weighted-average remaining lease term and discount rate for our operating leases are as follows:
June 30, December 31,
2026 2025
Weighted-average remaining lease term (years) 4.7 5.3
Weighted-average discount rate 4.21 % 4.25 %
Maturities of lease liabilities for our operating leases are as follows:
(in millions)
2026 (Excluding the six months ended June 30, 2026)
$ 75
2027 141
2028 115
2029 92
2030 68
2031 and beyond 159
Total undiscounted lease payments $ 650
Less: Imputed interest 72
Present value of lease liabilities $ 578
As of June 30, 2026, the Company has certain lease agreements that have not yet commenced with total estimated future lease payments of $ 81 million which have been excluded from the table above. These leases are expected to begin in the third quarter of 2026 and continue through 2037, with lease terms ranging from 1 year to 11 years. The majority of these lease agreements relate to our Mobility segment. The obligations of these lease agreements related to Mobility are reflected in these financial statements, but became the sole responsibility of Mobility Global after the Separation.
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Related Party Agreements
In June of 2012, we entered into a license agreement (the “License Agreement") with the holder of S&P Dow Jones Indices LLC noncontrolling interest, CME Group, replacing the 2005 license agreement between Indices and CME Group. Under the terms of the License Agreement, S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group’s equity index products. During the three months and six months ended June 30, 2026, S&P Dow Jones Indices LLC earned $ 54 million and $ 107 million of revenue under the terms of the License Agreement. During the three and six months ended June 30, 2025, S&P Dow Jones Indices LLC earned $ 51 million and $ 103 million, respectively, of revenue under the terms of the License Agreement. The entire amount of this revenue is included in our consolidated statement of income and the portion related to the 27 % noncontrolling interest is removed in net income attributable to noncontrolling interests.
Legal and Regulatory Matters
In the normal course of business both in the United States and abroad, the Company and its subsidiaries are defendants in a number of legal proceedings and are often subjected to government and regulatory proceedings, investigations and inquiries.
A class action lawsuit was filed in Australia on August 7, 2020 against the Company and a subsidiary of the Company. The lawsuit relates to alleged investment losses in collateralized debt obligations rated by Ratings prior to the financial crisis between 2005 and 2007. We can provide no assurance that we will not be obligated to pay significant amounts in order to resolve the lawsuit on terms deemed acceptable.
From time to time, the Company receives customer complaints. The Company believes it has strong contractual protections in the terms and conditions included in its arrangements with customers. Nonetheless, in the interest of managing customer relationships, the Company from time to time engages in dialogue with such customers in an effort to resolve such complaints, and if such complaints cannot be resolved through dialogue, may face litigation regarding such complaints. The Company does not expect to incur material losses as a result of these matters.
Moreover, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to our regulated products and services, antitrust matters and other matters, such as ESG. For example, as a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Exchange Act, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws. Although S&P Global seeks to promptly address any compliance issues that it detects or that the staff of the SEC or another regulator raises, there can be no assurance that the SEC or another regulator will not seek remedies against S&P Global for one or more compliance deficiencies. Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could adversely impact our consolidated financial condition, cash flows, business or competitive position.
In view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of such matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity (if any) restrictions may be. As a result, we cannot provide assurance that such outcomes will not have a material adverse effect on our consolidated financial condition, cash flows, business or competitive position. As litigation or the process to resolve pending matters progresses, as the case may be, we will continue to review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business or competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.
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13. Recently Issued or Adopted Accounting Standards
In May of 2026, the Financial Accounting Standards Board (“FASB”) issued accounting guidance that provides recognition, measurement, presentation and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. This guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods, and early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.
In November of 2025, the FASB issued accounting guidance to more closely align hedge accounting with the economics of an entity's risk management activities. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.
In September of 2025, the FASB issued accounting guidance that clarifies the guidance on which contracts are subject to derivative accounting and guidance on accounting for share based payments on contracts with customers. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.
In September of 2025, the FASB issued accounting guidance which removes references to prescriptive software development stages and includes an updated framework for capitalizing internal software costs. This guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.
In July of 2025, the FASB issued accounting guidance that provides an optional practical expedient for estimating future credit losses based on current conditions as of the balance sheet date and assuming those conditions do not change over the remaining life of the accounts receivable. The guidance was effective on January 1, 2026, and the adoption of this guidance did not have an impact on our consolidated financial statements.
In May of 2025, the FASB issued accounting guidance to improve the requirements for identifying the accounting acquirer in ASC 805, Business Combinations. The amendments in this update revise current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted as of the beginning of an interim or annual reporting period. This guidance is required to be applied prospectively to any acquisition transaction that occurs after the initial application date. We do not expect this guidance to have a significant impact on our consolidated financial statements.
In November of 2024, the FASB issued accounting guidance which requires that an entity disclose, in the notes to financial statements, additional information about specific expense categories. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact of this guidance on the Company’s disclosures.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.