10-Q: S&P Global Posts Strong Q3 Growth, Fuels Expansion with Key Acquisitions

Sentiment:

Quarterly Report 30 October 2025 4:56 PM

S&P Global reports robust revenue and profit increases for Q3 and the first nine months of 2025, driven by broad segment growth and strategic acquisitions, while advancing its Mobility segment spin-off.

Delay expectedThe planned separation of the Mobility business is contingent upon the satisfaction of a number of conditions and may not be completed on the currently contemplated timeline, or at all, as stated in the risk factors.Unanticipated developments could delay, prevent, or otherwise adversely affect the separation, including disruptions in general or financial market conditions or problems/delays in satisfying required conditions.

Better than expectedRevenue increased 9% for the three months and 8% for the nine months ended September 30, 2025, demonstrating strong top-line growth.Operating profit increased 17% for the three months and 12% for the nine months ended September 30, 2025, indicating improved operational efficiency and profitability.Diluted earnings per share from net income rose 24% for the three months and 15% for the nine months ended September 30, 2025, reflecting enhanced shareholder value.All reportable segments contributed to revenue growth, indicating broad-based strength across the company's diverse business lines.

Summary

Revenue increased 9% to $3,888 million for the three months ended September 30, 2025, and 8% to $11,420 million for the nine months ended September 30, 2025, compared to the prior year periods.
Operating profit rose 17% to $1,675 million for the three months and 12% to $4,804 million for the nine months ended September 30, 2025.
Diluted earnings per share from net income increased 24% to $3.86 for the three months and 15% to $10.90 for the nine months ended September 30, 2025.
Net income attributable to S&P Global Inc. grew 21% to $1,176 million for the three months and 12% to $3,337 million for the nine months ended September 30, 2025.
The company announced its intent to pursue a full separation of its Mobility segment, creating a new publicly traded company, expected to be tax-free and completed over 12 to 18 months from April 29, 2025.
The sale of the OSTTRA joint venture to KKR was completed on October 10, 2025, for a total enterprise value of $3.1 billion, with S&P Global receiving $1.5 billion in cash and anticipating a pre-tax gain of approximately $270 million.
S&P Global entered into an agreement on October 15, 2025, to acquire With Intelligence for $1.8 billion, to be integrated into its Market Intelligence segment.
Cash provided by operating activities decreased 1% to $3,903 million for the nine months ended September 30, 2025, primarily due to higher compensation and tax payments, and prior year interest rate swap termination proceeds.
Free cash flow decreased 3% to $3,520 million for the nine months ended September 30, 2025.

Sentiment

Score: 8

Explanation: The company demonstrated strong financial performance with significant revenue and profit growth across all segments. Strategic acquisitions and the planned spin-off of the Mobility segment indicate proactive management and potential for future value creation. While there was a slight decrease in cash from operating activities and free cash flow, and ongoing legal/regulatory risks exist, the overall outlook is positive due to robust core business performance and strategic initiatives.

Positives

Strong revenue growth across all reportable segments for both the three-month (9%) and nine-month (8%) periods.
Significant increase in operating profit (17% for three months, 12% for nine months) and diluted EPS (24% for three months, 15% for nine months).
Successful completion of the OSTTRA joint venture sale, generating $1.5 billion in cash proceeds and an anticipated pre-tax gain of $270 million.
Strategic acquisitions, including With Intelligence ($1.8 billion), TeraHelix, ARC Research, and ORBCOMM's AIS data services, are expected to enhance data offerings and market positions.
Planned tax-free spin-off of the Mobility segment is expected to create a new publicly traded company, potentially unlocking shareholder value.
Ratings segment revenue increased 12% for the three months and 7% for the nine months, driven by growth in corporate bond ratings, structured finance, and surveillance revenue.
Indices segment revenue increased 11% for the three months and 13% for the nine months, primarily due to higher asset-linked fees from increased AUM for ETFs and mutual funds.
Mobility segment revenue increased 8% for the three months and 9% for the nine months, driven by new business growth in Dealer and Financial businesses and improved contract terms.
The company's 2022 Share Repurchase Program has 7.4 million shares remaining, demonstrating ongoing commitment to capital return to shareholders.
Quarterly common stock dividend increased to $0.96 per share, approved on January 28, 2025.

Negatives

Cash provided by operating activities decreased by $46 million (1%) for the nine months ended September 30, 2025, compared to the prior year.
Free cash flow decreased by $125 million (3%) for the nine months ended September 30, 2025, compared to the prior year.
Operating-related expenses increased 5% for the three months and 4% for the nine months, primarily due to higher compensation costs from annual merit increases and additional headcount.
Selling and general expenses increased 4% for the nine months, driven by higher compensation costs and strategic initiatives.
The Upstream Data & Insights business within Commodity Insights experienced decreased revenue in the third quarter of 2025 due to increased cancellations and lower one-time transactional sales.
Mobility's non-subscription revenue was unfavorably impacted by tightening discretionary budgets in the Manufacturing business due to market conditions around tariffs and uncertainty around EV adoption, along with lower recall activity.

Risks

The planned separation of the Mobility business may not be completed on the currently contemplated timeline, or at all, and may not achieve the intended benefits, potentially causing disruptions and significant expenses.
The combined value of the common stock of the two publicly-traded companies post-Mobility separation may not be equal to or greater than the value of the company's common stock had the separation not occurred.
Litigation, government, and regulatory proceedings (including a class action lawsuit in Australia and ongoing SEC inquiries) could result in adverse judgments, damages, fines, penalties, or activity restrictions.
Exposure to worldwide economic, financial, political, and regulatory conditions, including slower GDP growth, inflation, and geopolitical uncertainty, could unfavorably impact operating results.
Volatility and health of debt, equity, commodities, energy, and automotive markets, including credit quality, liquidity, and demand for investment products, could affect performance.
The company's ability to maintain adequate physical, technical, and administrative safeguards to protect confidential information and data, with potential for system disruptions or improper disclosure.
Competition from existing and new products (including those incorporating generative artificial intelligence) and pricing pressures could impact revenue and market share.
The ability to attract, incentivize, and retain key employees in a competitive business environment is crucial for sustained performance.
Exposure to potential criminal sanctions or civil penalties for noncompliance with foreign and U.S. laws and regulations, including sanctions and anti-corruption laws.
The continuously evolving regulatory environment in Europe, the United States, and elsewhere around the globe affecting each business and its products.

Future Outlook

S&P Global aims to accelerate progress by enhancing foundational capabilities, evolving core businesses, and pursuing growth through adjacencies, guided by its 'Powering Global Markets' strategy. Key priorities for 2025 include meeting financial and sustainability goals, delivering targeted capital return, enhancing customer experience, integrating generative AI into products and workflows, and accelerating growth in transformational adjacencies. The company anticipates the Mobility segment spin-off to be completed over 12 to 18 months from April 29, 2025, and expects to close the acquisition of With Intelligence in late 2025 or early 2026. The sale of OSTTRA is expected to result in approximately $1.4 billion of after-tax proceeds. The company is evaluating the impact of the G7 agreement on OECD global minimum tax rules on its financial statements.

Management Comments

Our purpose is to accelerate progress. We seek to deliver on this purpose in line with our core values of integrity, discovery and partnership.
Powering Global Markets is the framework for our forward-looking business strategy.
In 2025, we are striving to deliver on our strategic priorities in the following key areas: Financial, Customer at the Core, Grow and Innovate, Data and Technology, Lead and Inspire, Execute and Deliver.

Industry Context

S&P Global operates in dynamic global capital, commodity, and automotive markets. The company's performance reflects broader market trends such as tightening borrowing spreads driving high-yield refinancing, increased trading volumes for commodity contracts, and higher assets under management for ETFs and mutual funds. The automotive sector faces uncertainty around EV adoption, impacting discretionary budgets. The company is actively integrating generative AI into its products and internal workflows, aligning with a broader industry trend of technological innovation. International tax frameworks like OECD Pillar Two and related G7 agreements are shaping the global tax landscape for multinational corporations.

Comparison to Industry Standards

The company's strong revenue and profit growth across its diverse segments (Market Intelligence, Ratings, Commodity Insights, Mobility, Indices) indicates robust performance in its respective markets.
The acquisition of With Intelligence for $1.8 billion aims to create one of the most comprehensive data offerings for alternatives and private markets, positioning S&P Global competitively against specialized data providers.
The sale of OSTTRA, a joint venture with CME Group, for a total enterprise value of $3.1 billion, reflects a strategic move to optimize its portfolio, similar to other financial data and services companies streamlining operations.
The planned spin-off of the Mobility segment is a significant corporate action, akin to other large conglomerates divesting non-core assets to unlock shareholder value and allow specialized focus, though no specific comparable spin-offs are detailed in the filing.
The company's focus on integrating generative AI into products and workflows aligns with a broader industry push among financial technology and data providers to leverage advanced analytics for competitive advantage.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Plan Amendment	Amendment No. 3 to The S&P Global, Inc. 401(k) Savings and Profit Sharing Plan Supplement, amending special distribution provisions and adding a new section allowing the Plan Administrator discretion to pay lump-sum distributions under certain conditions.	October 1, 2025	Clarifies distribution elections and provides the Plan Administrator with discretion for lump-sum payments, potentially affecting participant benefit distribution options and administrative flexibility.
Plan Amendment	Seventh Amendment to S&P Global Inc. Employee Retirement Plan Supplement, clarifying beneficiary benefits and adding a new section allowing the Plan Administrator discretion to pay lump-sum actuarial equivalent of benefits under certain conditions.	October 1, 2025	Clarifies beneficiary entitlements and provides the Plan Administrator with discretion for lump-sum payments, potentially affecting participant benefit distribution options and administrative flexibility.
Plan Amendment	Eighth Amendment to Standard & Poor's Employee Retirement Plan Supplement, clarifying beneficiary benefits, redesignating a section, and adding a new section allowing the Plan Administrator discretion to pay lump-sum actuarial equivalent of benefits under certain conditions.	October 1, 2025	Clarifies beneficiary entitlements and provides the Plan Administrator with discretion for lump-sum payments, potentially affecting participant benefit distribution options and administrative flexibility.

Legal Proceedings

A class action lawsuit filed in Australia on August 7, 2020, against the Company and a subsidiary, relating to alleged investment losses in collateralized debt obligations rated by Ratings prior to the financial crisis (2005-2007).
A separate lawsuit filed against the Company and a subsidiary in Australia on February 2, 2021, by two entities within the Basis Capital investment group, also related to alleged investment losses in CDOs. This lawsuit was settled in the third quarter of 2025.
Ongoing government and regulatory proceedings, investigations, and inquiries, including those from the SEC regarding compliance with federal securities laws, antitrust matters, and ESG, which could result in adverse judgments, damages, fines, penalties, or activity restrictions.

Related Party Transactions

S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group's equity index products under a license agreement. For the three and nine months ended September 30, 2025, S&P Dow Jones Indices LLC earned $44 million and $146 million, respectively, in revenue from this agreement.
The sale of OSTTRA, a 50/50 joint venture with CME Group, was completed on October 10, 2025, to Kohlberg Kravis Roberts & Co. (KKR). The terms of the deal for OSTTRA equaled total enterprise value at $3.1 billion, divided evenly between S&P Global and CME Group.

Stakeholder Impact

Shareholders: Benefit from strong financial performance, increased quarterly dividends ($0.96 per share), significant share repurchases ($2.5 billion in 9M 2025), and potential value creation from the planned tax-free spin-off of the Mobility segment and strategic acquisitions.
Employees: Affected by workforce reductions (820 positions in 2025 plan), but also by higher compensation costs due to annual merit increases and additional headcount, and stock-based compensation. Retirement plan amendments may impact benefit distribution options.
Customers: Benefit from enhanced product offerings and workflow solutions through strategic acquisitions (With Intelligence, TeraHelix, PriceMetrix, ORBCOMM AIS) and a focus on improved customer support and user experience.
Creditors: The company maintains a strong financial position with manageable debt levels and adherence to financial covenants, ensuring stability.
Noncontrolling Interests: Receive distributions ($234 million in 9M 2025) and are impacted by changes in the redemption value of redeemable noncontrolling interests, particularly in the S&P Dow Jones Indices LLC joint venture.

Next Steps

Complete the full separation of the Mobility segment, expected over 12 to 18 months from April 29, 2025.
Close the acquisition of With Intelligence, expected in 2025 or early 2026.
Complete the acquisition of McKinsey PriceMetrix Co. by Crisil, expected over the coming months.
Close the acquisition of the Automatic Identification System (AIS) data services business of ORBCOMM Inc. during 2025.
Develop a range of differentiated supply chain data and insight offerings through a strategic alliance with ORBCOMM.
Monitor implementation dates of the G7 agreement with the U.S. regarding OECD global minimum tax rules and evaluate its impact on financial statements.
Make additional required contributions of approximately $4 million to retirement plans during the remainder of 2025, with potential for non-required contributions.
Continue to evaluate the cost structure to identify cost savings associated with streamlining management structure.
Continue to review and assess legal and regulatory matters, including the Australian class action lawsuit, and record liabilities as needed.

Key Dates

Date	Description
January 1, 2008	S&P Global Inc. Employee Retirement Plan Supplement (SPG ERP Supplement) amended and restated.
January 1, 2012	Benefits provided by SPG ERP Supplement Section 5.03(a)(ii) clarified for participants' beneficiaries.
June 2012	Entered into a license agreement with CME Group for S&P Dow Jones Indices LLC.
January 1, 2014	Section 5.05 of the S&P Supplemental Plan redesignated as Section 5.06.
September 22, 2016	Issued $500 million of 2.95% Senior Notes due 2027.
May 17, 2018	Issued $500 million of 4.5% Senior Notes due 2048.
November 26, 2019	Issued $500 million of 2.5% Senior Notes due 2029 and $600 million of 3.25% Senior Notes due 2049.
August 13, 2020	Issued $600 million of 1.25% senior notes due 2030 and $700 million of 2.3% senior notes due 2060.
August 7, 2020	A class action lawsuit was filed in Australia against the Company and a subsidiary.
February 2, 2021	A separate lawsuit was filed against the Company and a subsidiary in Australia by two entities within the Basis Capital investment group.
March 2, 2022	Issued $700 million of 4.75% Senior Notes due 2028 and $921 million of 4.25% Senior Notes due 2029.
March 18, 2022	Issued $1,237 million of 2.45% Senior Notes due 2027, $1,227 million of 2.70% Sustainability-Linked Senior Notes due 2029, $1,492 million of 2.90% Senior Notes due 2032, $974 million of 3.70% Senior Notes due 2052, and $500 million of 3.90% Senior Notes due 2062.
June 22, 2022	Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the 2022 Repurchase Program).
January 1, 2023	The Inflation Reduction Act of 2022 mandated a 1% excise tax on share repurchases.
March 1, 2023	Issued new registered senior notes in exchange for several series of unregistered senior notes.
September 12, 2023	Originally issued unregistered $746 million of 5.25% Senior Notes due 2033.
November 13, 2023	Initiated an Accelerated Share Repurchase (ASR) agreement.
February 12, 2024	Initiated an ASR agreement for $500 million.
February 2024	Announced intent to explore strategic opportunities for Fincentric.
March 31, 2024	Terminated interest rate swap contracts with an aggregate notional value of $813 million.
April 12, 2024	Completed the ASR agreement initiated on February 12, 2024.
May 1, 2024	Completed the acquisition of Visible Alpha, integrated into the Market Intelligence segment.
May 14, 2024	Completed the acquisition of World Hydrogen Leaders, integrated into the Commodity Insights segment.
July 31, 2024	Initiated an ASR agreement for $1.5 billion.
August 1, 2024	Received initial delivery of 2.6 million shares from the ASR program initiated on July 31, 2024.
August 15, 2024	Completed the sale of Fincentric.
August 22, 2024	Issued $746 million of 5.25% Senior Notes due 2033, registered with the SEC, in exchange for unregistered notes.
October 22, 2024	Completed the ASR agreement initiated on July 31, 2024.
October 28, 2024	Initiated an ASR agreement.
November 2024	FASB issued accounting guidance requiring additional disclosure about specific expense categories, effective for annual reporting periods beginning after December 15, 2026.
December 2023	FASB issued accounting guidance expanding disclosures in income tax rate reconciliation and cash taxes paid, effective for annual periods beginning after December 15, 2024.
January 1, 2025	Changed certain discount rate assumptions for retirement and postretirement plans and expected return on assets assumption for retirement plans. OECD Pillar Two global minimum tax effective in several jurisdictions.
January 28, 2025	Board of Directors approved an increase in the quarterly common stock dividend to $0.96 per share.
February 2025	Received 0.3 million shares related to the October 28, 2024 ASR agreement.
February 19, 2025	Initiated an ASR agreement for $650 million.
April 7, 2025	Beginning of approximately year-long period with no sustainability pricing adjustment to credit facility fees or margins.
April 24, 2025	Entered into an agreement to acquire the Automatic Identification System (AIS) data services business of ORBCOMM Inc.
April 29, 2025	Announced intent to pursue a full separation of the Mobility segment.
May 6, 2025	Completed the ASR agreement initiated on February 19, 2025. Initiated an ASR agreement for $650 million.
May 2025	FASB issued accounting guidance to improve requirements for identifying the accounting acquirer in business combinations, effective for annual reporting periods beginning after December 15, 2026.
June 6, 2025	Completed the acquisition of TeraHelix, integrated into the Market Intelligence segment.
June 2025	G7 reached an agreement with the U.S. regarding the application of the OECD global minimum tax rules to U.S. companies.
July 4, 2025	President Trump signed into law the One Big Beautiful Bill Act (OBBBA).
July 2025	FASB issued accounting guidance providing an optional practical expedient for estimating future credit losses, effective for annual reporting periods beginning after December 15, 2025.
August 8, 2025	Completed the ASR agreement initiated on May 6, 2025.
August 12, 2025	Initiated an ASR agreement for $1.2 billion.
September 24, 2025	Crisil (Ratings segment) agreed to acquire McKinsey PriceMetrix Co.
September 2025	FASB issued accounting guidance clarifying derivative accounting and share-based payments, effective for annual reporting periods beginning after December 15, 2026. FASB issued accounting guidance removing prescriptive software development stages and updating capitalization framework, effective for annual reporting periods beginning after December 15, 2027.
September 30, 2025	End of the current quarterly reporting period.
October 1, 2025	Effective date for Amendment No. 3 to the 401(k) Supplemental Plan, adding new Section 5.08. Effective date for new Section 5.07 added to the SPG ERP Supplement. Effective date for new Section 5.07 added to the S&P Supplemental Plan. Completed the acquisition of ARC Research, integrated into the Indices segment.
October 10, 2025	Completed the sale of OSTTRA to Kohlberg Kravis Roberts & Co. (KKR).
October 15, 2025	Entered into an agreement to acquire With Intelligence from Motive Partners for $1.8 billion.
October 23, 2025	Completed the ASR agreement initiated on August 12, 2025.
October 24, 2025	Latest practicable date for shares outstanding, with 302.8 million common shares outstanding.
October 30, 2025	Date of filing of the Form 10-Q.
December 17, 2029	Termination date of the $2.0 billion five-year credit agreement.

Recommendation

strong buy

S&P Global Inc. delivered exceptional financial results for the quarter and nine months ended September 30, 2025, with robust growth in revenue, operating profit, and diluted EPS across all segments. The company is actively executing a clear strategic vision, highlighted by significant acquisitions like With Intelligence to bolster its Market Intelligence segment and the planned tax-free spin-off of its Mobility business, which could unlock substantial shareholder value. The successful sale of the OSTTRA joint venture further strengthens its balance sheet and provides capital for future growth. While there are inherent risks associated with market volatility and regulatory environments, the company's strong core performance, strategic portfolio optimization, and commitment to capital return (dividends and share repurchases) position it favorably for continued growth and make it an attractive investment.

Keywords

S&P Global, SPGI, SEC Filing, 10-Q, Financial Results, Quarterly Report, Revenue Growth, Operating Profit, EPS, Acquisitions, Divestitures, Mobility Spin-off, OSTTRA Sale, With Intelligence, Market Intelligence, Ratings, Commodity Insights, Indices, Credit Ratings, Benchmarks, Analytics, Workflow Solutions, Share Repurchase, Dividends, Financial Performance, Corporate Governance, Risk Factors

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