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AGM 2024

May 1, 2024

Operator

Good morning and welcome to S&P Global's 2024 Annual Shareholders Meeting. I'd like to inform you that this meeting is being webcast. All participants are in a listen-only mode. The meeting is being recorded and will be available for replay 48 hours after the end of this meeting from S&P Global's website. To access the virtual annual meeting, including the webcast and slides, go to www.spglobal.com/proxy and click on the link on the virtual annual meeting online. Please follow the instructions to join as a shareholder or as a guest. I'd now like to introduce Tasha Matharu, Corporate Secretary of S&P Global. Ms. Matharu, you may go ahead.

Tasha Matharu
Corporate Secretary, S&P Global

Good morning. My name is Tasha Matharu, and I'm the Corporate Secretary of S&P Global. It is my pleasure to welcome you to our 2024 Annual Meeting of Shareholders. Before passing the meeting over to our President and Chief Executive Officer Doug Peterson, who will provide an update on the company's accomplishments in 2023 and prospects for continued growth, I'm going to briefly address some of the virtual meeting logistics and provide some introductory remarks regarding the information presented during today's meeting. This year's annual meeting is being held in a virtual-only meeting format over the internet by live webcast and with no in-person meeting. The format of today's virtual-only meeting has been designed to ensure that shareholders are afforded the same rights and opportunities to participate as they would have had at an in-person meeting, including with respect to asking questions. We very much welcome questions from shareholders.

Shareholders who log in with a 15-digit control number will be able to submit written questions through the virtual meeting website. On the site, click the Q&A icon and type your questions in the field provided, and hit the Send button to submit your question. Shareholders may submit questions online at any time, however, we encourage you to submit them soon to ensure that we get to as many questions as possible in the time allotted. In the interest of a productive and orderly meeting, please consult the 2024 Annual Meeting Rules of Conduct available under the Documents section of the virtual meeting website for guidelines and additional information regarding the process for submitting questions online. We appreciate your participation and courtesy in observing these rules of conduct.

During the business portion of the annual meeting led by our Chairman, Richard Thornburgh, shareholder questions will be limited to questions specifically pertaining to the proposals being considered at that particular time. After the formal portion of the meeting is adjourned, further time will be provided to address other shareholder questions during a general question-and-answer session led by our President and CEO, Doug Peterson. We will answer as many questions that comply with the posted rules of conduct as time permits. Substantially similar questions may be summarized in groups together to provide a single response, and we reserve the right to exclude questions that are not relevant to the business of the meeting or are otherwise inappropriate. In today's presentation, we may provide non-GAAP-adjusted financial metrics.

These metrics are provided to enable investors to make meaningful comparisons to the company's operating performance between periods and to view the company's business from the same perspective as that of management. The earnings release for Q4 2023 and Q1 2024 contains financial metrics calculated in accordance with GAAP that are comparable to the non-GAAP metrics included in today's presentation, as well as reconciliations of such GAAP and non-GAAP metrics. The company's earnings releases are available on our Investor Relations website. Before we begin the formal part of today's meeting, let me provide certain cautionary remarks about forward-looking statements that may be made during this annual meeting and during our CEO, Doug Peterson's remarks. The matters discussed during today's meeting may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates, and descriptions of future events.

Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to materially differ from the results anticipated in these forward-looking statements. Additional information concerning these risks and uncertainties can be found in our filings with the SEC, including our most recent Form 10-K and 10-Q. I would also like to call your attention to certain European regulations. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should contact Investor Relations to better understand the potential impact of this legislation on the investor and the company. We are aware that we do have some media representatives with us on the call. However, this call is intended for investors. We would request that questions from the media be directed to our Media Relations team.

With that, let me turn the meeting over to our President and Chief Executive Officer, Doug Peterson. Doug?

Doug Peterson
President and CEO, S&P Global

Thank you, Tasha, and hello to everyone on the webcast, and thank you for joining us and for your continued support. This morning, I want to review our 2023 performance and how we're positioned for profitable growth in the future. Then our Chairman, Dick Thornburgh, will conduct the business of the meeting. I'll come back after that to answer any questions you may have. Now, turning to last year's performance, I'm pleased to say we produced significant achievements across the company. 2023 was a year marked by strong financial performance, excellent operating results, valuable product innovation, greater collaboration across our teams and with our clients, growing excitement about our unified culture, and deeper commitments to the communities where we live and work. Looking at our financial results, excluding Engineering Solutions, which was divested in the second quarter of last year, revenue increased 8% year-over-year.

We expanded adjusted operating margins by almost 300 basis points year-over-year in the fourth quarter to finish the year with approximately 100 basis points of margin expansion, and we delivered adjusted EPS growth of 13% to come in at the high end of our guidance range. Last year's solid financial performance, the trust of our clients, the secular trends in our markets, and a clear and compelling vision provide a solid foundation for growth. As we look to 2024, we continue to see macroeconomic, market, and geopolitical challenges. Our customers need unique and differentiated data sets and key insights to make informed decisions, which means our role as a trusted partner is more important than ever. In short, in an uncertain world, we help our customers uncover opportunities. This slide illustrates our updated adjusted guidance, which we shared with you during our first quarter earnings call.

We're now expecting revenue growth in the range of 6%-8%, driven by strong growth in all five divisions. We expect to deliver 100 to 150 basis points of Adjusted Operating Margin expansion in 2024, and we expect to deliver Adjusted EPS for the full year in the range of $13.85-$14.10, which implies 10%-12% year-over-year growth. Our outlook for 2024 calls for further acceleration in revenue growth compared to 2023 and continued margin expansion, even though we will no longer have the benefit of the vast majority of our cost synergy actions going forward. Our financial outlook for 2024 illustrates our continued progress towards the targets we outlined at our investor day of December 2022, and we remain committed to those targets. One of the keys to our growth is our vision, which we express as powering global markets.

Our vision requires continual investment in innovation and strategic initiatives. In 2022, we introduced the Vitality Index as a measure of our innovation. The Vitality revenue metric consists of revenue derived from new or enhanced products. These products contributed 11% of revenue, and they grew at a rate of 18% in 2023. Secular trends serve as strong tailwinds for our company. There's robust demand and an enduring need for data, benchmarks, and analytics to understand the evolving nature of capital markets, private markets, sustainability, energy transition, and supply chains. We've been making solid progress in these strategic growth areas. For example, sustainability and energy transition revenue grew 24% to approximately $301 million in 2023, driven by strong demand for climate and physical risk and energy transition products. Last year's performance confirms our continued optimism about the long-term potential of sustainability data and analytics.

In our private market solutions business, we saw revenue increase by 10% year-over-year to $430 million in 2023. This was driven by robust growth in Market Intelligence, private market software solutions, and returned to strong growth in Ratings private market revenue as bond issuance and private credit estimate activity both improved last year. We're also encouraged by the demand we're seeing for our private market valuation and benchmark offerings. The success we achieved in 2023 and the optimism we have about the future reflect the talent and commitment of our people. They do an amazing job. I thank them for everything they do. Last year, we invested in the people and the resources to build a world-class culture. As a result, in 2023, more of our people felt engaged and proud to work for S&P Global. Creating a great culture involves many things.

Right at the top of the list are having a set of core values, a unifying purpose, as well as allowing and encouraging our people to support their communities and creating an environment where they feel welcomed and motivated about their careers. In 2023, the number of employees volunteering in their communities increased, as did the funds granted to nonprofits by way of our employee matching gift program. Our team of full-time personal career coaches engaged with more of their coworkers than ever last year, demonstrating our support for anyone at S&P Global who wants it. I also want to acknowledge Debbie McWhinney, who is retiring from our Board of Directors and not standing for re-election at this meeting. Debbie was an exceptional director. We thank her for her leadership and commitment to S&P Global. As I wrap up, I want to recognize our entire Board.

The diversity of their expertise, perspectives, and backgrounds is of incredible value to me and our company. I thank you, our shareholders, for your continued support. Now I'll turn it over to Tasha to open the business portion of our meeting. Thank you. Tasha?

Tasha Matharu
Corporate Secretary, S&P Global

Thanks, Doug. We will now begin the business portion of today's annual meeting. Please be advised that we have certified lists of the shareholders of record as of the close of business on March 11th, 2024, who are entitled to vote at this annual shareholders' meeting. Such lists are available for inspection by any shareholder using the link provided under the Documents section of the virtual annual meeting website. Copies of the notice of meeting, proxy materials, annual report, rules of conduct, and affidavit of mailing relating to this annual meeting are also available under the same Documents section. The affidavits will also be filed with the records of the annual meeting. The Board of Directors has designated a representative of Computershare Trust Company to act as Inspector of Election for the annual meeting. Harold Murphy, a representative of Computershare Trust Company, is available in virtual attendance today.

Mr. Murphy has been duly sworn in, and his oath will also be filed with the records of the annual meeting. In addition, shares of common stock representing approximately more than a majority of the votes entitled to be cast at this annual meeting are represented either in person or by proxy. Mr. Chairman, the annual meeting has been duly convened, a quorum is present, and the business of the annual meeting may proceed. Ladies and gentlemen, I'll now pass the business portion of today's meeting over to our Chairman, Mr. Richard Thornburgh.

Richard Thornburgh
Chairman, S&P Global

Thank you, Tasha, and good morning. My name is Richard Thornburgh, Chairman of S&P Global. With a quorum present, I call the meeting to order. Before we begin the formal part of today's meeting, I would like to introduce you to your directors, all of whom are present on the line and in virtual attendance today. We have an outstanding board whose expertise, global perspective, diversity, and leadership are a tremendous source of pride for the corporation. In addition to Doug Peterson, who opened the meeting and is a director as well as President and CEO, I would like to introduce the 10 independent directors who will stand for your re-election today along with Doug and me. Marco Alverà, Chief Executive Officer, Tree Energy Solutions. Jacques Esculier, former Chairman and CEO, WABCO Holdings Inc. Gay Huey Evans, former Chairman, London Metal Exchange.

Bill Green, former Chief Executive Officer and Chairman, Accenture. Stephanie Hill, President, Rotary and Mission Systems of Lockheed Martin. Rebecca Jacoby, former Senior Vice President, Operations of Cisco Systems, Inc. Bob Kelly, former Chairman and CEO of the Bank of New York Mellon. Ian Livingston, former Chief Executive Officer of BT Group, PLC. Maria Morris, former Executive Vice President, Global Employee Benefits of MetLife, Inc. Greg Washington, President of George Mason University. It is clear we have a world-class Board. All of our directors have broad experience, excellent judgment, and take their fiduciary responsibilities very seriously. This time, I would like to echo Doug's remarks about Deborah McWhinney, who is retiring from the Board today. On behalf of the entire Board, I want to thank Debbie for her distinguished service and contributions to the company and IHS Markit.

She has served the company and our shareholders with integrity and commitment and will be dearly missed. We will now proceed to the formal business of our annual meeting, the purpose of which is to, one, elect 12 directors. Two, approve on an advisory basis the executive compensation program for the company's named executive officers as described in the proxy statement. Three, approve the company's Director Deferred Stock Ownership Plan as amended and restated. Five, ratify the appointment of Ernst & Young LLP as the company's independent auditor for 2024, and consider any other business if properly raised before this meeting. It is now 8:50 A.M. Eastern Daylight Time on May 1st, 2024, and the polls have been open for voting on all matters. All shareholders who are entitled to vote and who join today's virtual meeting using their 15-digit control number have the ability to vote online.

If you have already voted, your vote is being counted, and there is no need to vote again. If you have not yet voted or if you want to change your previously cast vote, please do so by clicking on the Vote tab on the virtual meeting website. The Vote link will be available until we announce the closing of the polls after the presentation of all matters for shareholder consideration. Please remember, if you have already sent in a proxy or voted by telephone or over the internet, it is not necessary to vote again. Once the polls close, the Inspector of Election will provide a preliminary report. As a reminder, please note that time will be provided for specific questions relating to each of the proposals as they are introduced.

Further time will then be provided to shareholders wishing to ask other questions during a general Q&A session led by Doug Peterson at the end of the formal portion of today's meeting. The first item to be voted upon is the election of the 12 directors, among whom I am included. The names of the 12 directors nominated for election are Marco Alverà, Jacques Esculier, Gay Huey Evans, William D. Green, Stephanie C. Hill, Rebecca Jacoby, Robert P. Kelly, Ian Paul Livingston, Maria R. Morris, Douglas Peterson, Richard Thornburgh, Gregory Washington. We will now take a moment to confirm whether there are any questions or comments regarding the election of these 12 directors.

Tasha Matharu
Corporate Secretary, S&P Global

Mr. Chairman, there are no shareholder questions related to this proposal.

Richard Thornburgh
Chairman, S&P Global

Since there is no further discussion on this proposal, I declare the voting closed on this item. The second item to be voted upon is a proposal to approve on an advisory basis the executive compensation program for the company's named executive officers as described in our proxy statement. We will now take a moment to confirm whether there are any questions or comments relating to this item.

Tasha Matharu
Corporate Secretary, S&P Global

Mr. Chairman, there are no shareholder questions related to this proposal.

Richard Thornburgh
Chairman, S&P Global

Since there is no further discussion on this proposal, I declare the voting closed on this item. The third item to be voted upon is a proposal to approve the company's Directors Deferred Stock Ownership Plan as amended and restated. We will now take a moment to confirm whether there are any questions or comments related to this item.

Tasha Matharu
Corporate Secretary, S&P Global

Mr. Chairman, there are no shareholder questions related to this proposal.

Richard Thornburgh
Chairman, S&P Global

Since there is no further discussion on this proposal, I declare the voting closed on this item. The fourth item to be voted upon is a ratification of the appointment of Ernst & Young LLP as the company's independent auditor for 2024. Jennifer Jackson and Adam Leonard, the partners of Ernst & Young responsible for the S&P Global account, are on the line and in virtual attendance at today's meeting and are available for questions. We will now take a moment to confirm whether there are any questions or comments related to this matter.

Tasha Matharu
Corporate Secretary, S&P Global

Mr. Chairman, there are no shareholder questions related to this proposal.

Richard Thornburgh
Chairman, S&P Global

This is the last proposal before the shareholders for approval at the annual meeting. Since no questions or comments have been submitted on this proposal, I will now proceed to the closing of the voting. The polls are about to close, so if you have not yet voted, please do so. Since everyone has had the opportunity to vote, it is now 8:49 A.M. Eastern Daylight Time, and the polls are closed effective immediately. This concludes the voting on all formal business items. Any votes cast online during the annual meeting will be taken into account by the Inspector of Election in the final tally of votes. However, they are not expected to change the outcome of today's results. The preliminary tally of votes by the Inspector of Election shows that, on item one, the 12 persons nominated as director of S&P Global have been elected.

With regard to item two, the proposal to approve on an advisory basis the executive compensation program for the company's named executive officers has been approved. Third item, the proposal to approve the company's Director Deferred Stock Ownership Plan as amended and restated has been approved. Fourth item, the ratification of the appointment of Ernst & Young LLP as the company's independent auditor for 2024 has been approved. The certificate of the Inspector of Election will be filed with the records of the meeting, and the final results will be available on or before May 7th in the Form 8-K filing. There being no further business, the formal part of our annual meeting is concluded. I now declare the meeting adjourned. Before passing the meeting over to Doug, let me take a moment to thank our shareholders for their continued support.

The number of shares voted and support demonstrated for the slate of directors is very much appreciated. Doug Peterson will now lead a general Q&A session to address any other shareholder questions or comments relevant to the business of today's meeting. Doug?

Doug Peterson
President and CEO, S&P Global

Thank you, Dick. We will now open the meeting to questions. Tasha?

Tasha Matharu
Corporate Secretary, S&P Global

Thanks, Doug. In the last minutes that remain, we will now proceed to answer questions submitted in accordance with the annual meeting rules of conduct. I can confirm that we do not have any questions submitted by shareholders at this time.

Doug Peterson
President and CEO, S&P Global

Since there are no comments or questions, we thank you for being part of this meeting and for your support of S&P Global. Let me add that if there are any additional questions or if your question wasn't answered in full, we encourage you to reach out to our corporate secretary or Investor Relations team directly. Their contact information is available on our Investor Relations website, and it's in our proxy statement. We value your feedback. Thank you all very much.

Operator

Thank you. That concludes this morning's call. A PDF version of the presenter slides is available for downloading from investor.spglobal.com. A replay of this call will be available within 48 hours. The replay will be maintained on S&P Global's website for 12 months from today. On behalf of S&P Global, we thank you for participating and wish you a good day.

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