Related Party Transactions and Former Parent Investment |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions and Former Parent Investment | 11. Related Party Transactions and Former Parent Investment Separation-Related Agreements In connection with the Separation from S&P Global on July 1, 2026, the Company entered into a Separation and Distribution Agreement and certain other agreements with S&P Global, including a Transition Services Agreement, Employee Matters Agreement and Tax Matters Agreement. These agreements govern the allocation of assets, liabilities and obligations between the parties and provide a framework for the relationship between the parties following the Separation. Separation and Distribution Agreement The Separation and Distribution Agreement sets forth the principal actions required to effect the Separation and Distribution and governs certain aspects of the ongoing relationship between the Company and S&P Global following the Separation. The agreement provides for, among other matters, the allocation and transfer of assets, liabilities and equity interests associated with the Mobility business, the treatment of intercompany accounts, shared contracts, guarantees and other corporate matters. The agreement also contains provisions relating to access to information, records retention, confidentiality, intellectual property licensing, trademark transition matters, insurance matters, litigation cooperation, indemnification and other matters intended to govern the relationship between the parties following the Distribution. Transition Services Agreement The Transition Services Agreement provides a framework under which S&P Global may provide specified transition services to Mobility Global following the Separation. Such services include information technology, finance, accounting, tax, treasury, human resources, payroll, facilities and other administrative support services generally for a period of up to 18 months following the Distribution. Mobility Global is charged fees for the transition services that are based on costs and expenses S&P Global actually incurs in connection with providing the transition services (including a reasonable allocation of overhead). Mobility Global may, subject to certain conditions, terminate any or all of the transition services. Tax Matters Agreement The Tax Matters Agreement governs the respective rights, responsibilities and obligations of the Company and S&P Global with respect to tax matters following the Separation. The agreement addresses, among other matters, the allocation of tax liabilities and tax attributes, responsibility for the preparation and filing of tax returns, tax audits and other tax proceedings, information sharing and cooperation obligations, and tax-related indemnification obligations. The agreement also includes provisions intended to preserve the intended tax-free treatment of the Separation and related transactions for U.S. federal income tax purposes. Employee Matters Agreement The Employee Matters Agreement governs the respective rights, responsibilities and obligations of the Company and S&P Global with respect to current and former employees, directors and consultants. The Employee Matters Agreement sets forth general principles relating to employee matters in connection with the Separation, such as the assignment of employees, the assumption and retention of liabilities and related assets, expense reimbursements, workers’ compensation, leaves of absence, the provision of comparable benefits, employee service credit, the sharing of employee information and duplication or acceleration of benefits. Corporate Allocations Prior to the Separation, the Company historically operated as part of S&P Global and not as a stand-alone company. Certain shared costs were allocated to the Company by S&P Global and were reflected as expenses in these unaudited condensed financial statements. The unaudited condensed statements of operations of the Company reflected allocations of general corporate expenses from S&P Global, certain of which were not historically allocated to the Company, including, but not limited to, executive management, finance, legal, information technology, human resources, corporate initiatives, and other shared services. Allocations made for such shared services were based on direct usage when identifiable, and otherwise on a pro-rata basis of combined revenue or headcount and other measures. Total allocations were $64 million and $46 million for the six months ended June 30, 2026 and 2025, respectively, and were recorded in Selling and general expenses in the unaudited condensed statements of operations. Included within the six months ended June 30, 2026 were $22 million of transaction costs and $2 million of severance and other employee-related costs. Management considered these allocations to be a reasonable representation of the utilization of services by or the benefits provided to the Company. No corporate allocations from S&P Global were recorded for the three months ended September 30, 2026 following the Separation. Historically, a portion of these allocated corporate expenses between S&P Global and the Company was settled in cash through transfer pricing arrangements. For any balances that were historically cash-settled, the balances were reflected as Due from related parties, current and Due to related parties, current in the unaudited condensed balance sheets, while any balances that were historically not settled in cash were reflected as a component of Former Parent Investment in the unaudited condensed balance sheets. During the six months ended June 30, 2026, Mobility Global recorded $57 million of transaction costs related to the stand-up of Mobility Global as a stand-alone entity, of which $22 million was allocated to the Company from S&P Global for costs incurred prior to the Separation. During the six months ended June 30, 2025, Mobility Global recorded $2 million of transaction costs related to the stand-up of Mobility Global as a stand-alone entity incurred prior to the Separation, which was allocated to the Company from S&P Global. These allocated transaction costs correspond to costs incurred by S&P Global that are directly attributable to Mobility Global, such as employee retention-related costs and costs to establish certain stand-alone functions. Canada Carfax Loan On October 1, 2018, Carfax Canada ULC (“Carfax Canada”), a subsidiary of the Company, entered into a loan agreement with IHS Canada Market ULC (“IHS Canada”), a subsidiary of S&P Global, under which IHS Canada granted Carfax Canada a loan bearing interest at a rate of 6.0% per annum with a principal amount of CAD$403 million (“Canada Carfax Loan”). The Canada Carfax Loan matures on October 5, 2027, and is payable in full with accrued interest at maturity. As of December 31, 2025, the Company had an outstanding loan balance payable to S&P Global of $230 million, inclusive of accrued interest, which was reflected in Due to related parties — non-current in the unaudited condensed balance sheets. In connection with the Restructuring Transactions, and in anticipation of the Separation, on June 25, 2026 IHS Canada contributed the Canada Carfax Loan to a subsidiary of the Company, and as a result the Company eliminated the Canada Carfax Loan and related accrued interest balances from the balance sheet as of June 30, 2026 in consolidation. Former Parent Investment Certain significant balances and transactions between the Company and S&P Global and its subsidiaries, which included allocations of corporate general and administrative expenses, share-based compensation and other historical intercompany activities, were recorded as components of Former Parent Investment, except for the transactions noted above related to historically cash-settled arrangements between the Company and S&P Global. The changes in Former Parent Investment also included financing activities for capital transfers, cash sweeps, and other treasury services as described above, which were presented as Net transfers to Former Parent on the unaudited condensed statements of cash flows.
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