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AGM 2025

May 7, 2025

Operator

Good morning and welcome to S&P Global's 2025 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 for 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 begin.

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 2025 Annual Meeting of Shareholders. Before passing the meeting over to our President and Chief Executive Officer, Martina Cheung, who will provide an update on the company's accomplishments in 2024 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 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 logged in with a 15-digit control number will be able to submit written questions to 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 2025 Annual Meeting Rules of Conduct available under the Documents section of the Virtual Meeting Center screen 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 Thornburg, 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, Martina Cheung. 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 of the company's operating performance between periods and to view the company's business from the same perspective as that of management. The earnings releases for Q4 2024 and Q1 2025 contain 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, Martina Cheung'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 Form 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're 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, Martina Cheung. Martina.

Martina Cheung
President and CEO, S&P Global

Thank you, Tasha, and good morning, everyone. Thank you for joining us and for your continued support of our company. This morning, I want to review our very strong 2024 performance and how we're positioned for profitable growth in the future. Our Chairman, Dick Thornburg, will conduct the business of the meeting. I'll be back after Dick's portion to answer any questions you may have. I want to begin by acknowledging our retiring directors, starting with Dick. I want to thank him for his service as Chairman and for serving as a Director for the last 14 years. The board and management team benefited greatly over his tenure from his deep experience and insights. I also want to thank my predecessor, Doug Peterson. Doug produced exceptional results as CEO, and he led with extraordinary empathy and wisdom, creating a legacy I am deeply honored to follow.

I want to convey my appreciation to Bob Kelly and Gay Huey Evans as well for their advice and counsel during their tenures on our board. We thank all of them for their leadership and commitment to S&P Global. Now, turning to our financial results, we have a very strong record of producing excellent financial performance. Last year was no exception. In 2024, revenue increased 14%, and the adjusted operating margin expanded 310 basis points to 49%. Last year, we also continued to invest in innovation and in strategic initiatives, including in GenAI. We continue to develop our people. We have a culture of building leaders. It's a testament to our culture that half of our new executive leadership team is the result of promotions. I want to take a moment to welcome our new CFO, Eric Aboaf.

We're so thrilled he's with us, and he's off to a very strong start. Given our progress in 2024, as well as our long-term opportunities, earlier this year, the board approved a 5.5% increase in the company's regular dividend, continuing a 52-year history of dividend increases. Not many companies can match that record. In total, we returned $4.4 billion to shareholders in 2024 through dividends and the repurchase of 6.7 million shares. As you'll recall, last week we announced solid first-quarter results. We also continued our strong track record of capital allocation, returning over $900 million to shareholders in the first quarter through dividends and repurchases. We announced the intent to separate the mobility division of S&P Global into a standalone public company.

Even with a very strong portfolio of market-leading products and services, we acknowledge the broad market factors like trade conflict and supply chain risk, as well as an evolving geopolitical landscape. These things make it more challenging to foresee our plan for central bank actions or the level of capital markets activity that may take place in 2025. However, as we look to the global markets, we continue to see secular trends that would benefit S&P Global. We have positive momentum across five key areas. These areas are benchmarks, private markets, enterprise data, GenAI, and energy transition. They are a key focus for investment in 2025 and beyond. As part of the CEO transition process, I've met with over 200 CEOs and key stakeholders to deepen our strategic relationships.

In recent conversations, I've been hearing about how clients are handling the rapidly changing world around us and how our products and services can help. We're well-positioned to navigate multiple scenarios and to help our clients do the same. Let me talk briefly about each of the five areas of strategic investments. The first is benchmarks. Geopolitical and macroeconomic risk are fueling an increasing need for trusted benchmarks across debt, equity, and commodity markets. We sit in the heart of this trend. Clients need us more than ever during challenging times. Some of our products also see upswing during volatile periods, such as volatility indices. At S&P Dow Jones Indices, we continue to see markets evolve, including the rise of active ETFs and digital wealth management. As dynamics change, we're supporting our clients with a range of solutions, including multi-asset class, fixed income, and thematic indices.

Our focus is on expanding our benchmark franchises in private markets, digital assets, and other areas. Private markets have been experiencing significant growth and transformation. We have an incredible breadth of solutions across private markets, including ratings, valuations, data, software, and indices. We're well-positioned to serve this segment, and we're confident about the opportunities to provide workflows, data, and credit risk assessments that help our customers evaluate risk and identify opportunities. The third area is data. There's no question we have unparalleled data sets. We have over 1 trillion data points, a vast resource that is growing fast. With our newly established enterprise data organization, we're working on ways to better connect our data so that it provides enhanced value and easier pathways to serve our clients.

One good example is the integration of Visible Alpha data into Capital IQ Pro, which extends and deepens the value proposition for our clients. I'm optimistic about the ways we can bring the full force of our data and technology to bear for customers. On the technology front, GenAI is having a profound and accelerating effect across most sectors of the economy and society. We have solid momentum using GenAI to be more productive, and we are increasingly incorporating it into our products and services. New and enhanced solutions like AI-ready data, S&P Global Data integrated into Microsoft Copilot, Kensho LLM-ready APIs, and ChatAI for Platts Connect leverage GenAI to enhance the value we create for our customers by more quickly and effectively illuminating insights from our data. The work we're doing now is just the beginning.

We are building toward a future where AI agents significantly improve our customers' workflows, and that is very exciting. The final area is energy transition. The world needs an energy system that is secure, affordable, and resilient. We are in a fabulous position to support our customers wherever they are on their journey from traditional energy production and consumption to renewables. In 2024, our energy transition and sustainability revenue grew to $359 million, and we expect our products will become even more valuable as the transition continues. The success we achieved last year and the position we are in to deliver strong results for the rest of 2025 are driven by the 40,000+ people of S&P Global. I thank them for everything they do. People sometimes ask me what excites me most about S&P Global. The answer is our culture.

We have the best minds working on cutting-edge projects to deliver on our vision to power global markets. One of the first things I did as CEO was to affirm my commitment to fostering a culture where our people feel empowered. We'll continue to invest in the people and programs needed to maintain our innovative culture and create sustainable value for our shareholders and all our stakeholders. As I wrap up, I want to recognize our entire board. The breadth of their expertise, perspectives, and backgrounds is incredibly valuable to me and our company. Let me call out Ian Livingston, who is succeeding Dick as non-Executive Chairman. We're so pleased to have Ian stepping into this role, and we look forward to his guidance. Thank you to all our directors for your continued support and for the support of our shareholders.

Now, I'll turn it over to Tasha to open the business portion of our meeting. Tasha.

Tasha Matharu
Corporate Secretary, S&P Global

Thanks, Martina. 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 17th, 2025, 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 meeting center screen. 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 by link under the documents section of the virtual meeting center screen. The affidavits will also be filed with the records of the annual meeting. The Board of Directors has designated a representative of Computers hare Trust Company to act as inspector of election for the annual meeting.

Harold Murphy, a representative of Computers hare Trust Company, is available in virtual attendance today. Harold 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 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 the 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, and leadership are a tremendous source of pride for the corporation. In addition to Martina Cheung, who opened the meeting and is a director as well as President and CEO, I would like to introduce the eight independent directors who will stand for election today along with Martina. Marco Alverà, Chief Executive Officer, Tree Energy Solutions. Jacques Esculier, former Chairman and CEO, WABCO Holdings Inc. William Green, former Chief Executive Officer and Chairman, Accenture. Stephanie Hill, President, Rotary and Mission Systems of Lockheed Martin.

Rebecca Jacobi, former Senior Vice President, Operations of Cisco Systems Inc. Ian Livingston, former CEO 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. At this time, I would like to echo Martina's remarks about Doug Peterson, Gay Huey Evans, and Bob Kelly, who are retiring from the board today. On behalf of the entire board, I want to thank Gay and Bob for their distinguished service and contributions to the company and IHS Markit. They have served the company and our shareholders with integrity and commitment and will be dearly missed. I congratulate Doug Peterson on a fabulous 11-year run as CEO. He was bold while remaining humble.

He set very high standards for operational excellence and integrity, and he got results. He focused our company's business portfolio to concentrate on financial data and analytics. He made three game-changing acquisitions: SNL Financial, Kensho, and IHS Markit. During his tenure as CEO, S&P Global returned more than $30 billion to shareholders in the forms of dividends and share repurchases, and our market cap increased to approximately $150 billion from $16 billion. He checked all the boxes of a world-class leader, and he leaves a tremendous legacy of success. The board and I extend our deepest thanks to Doug for the incredible job he did.

We will now proceed to the formal business of our annual meeting, the purpose of which is to: one, elect nine directors; two, approve on an advisory basis the executive compensation program for the company's named executives as described in the proxy statement; three, to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2025; four, vote on a shareholder proposal to amend the company's clawback policy for unearned executive pay; and five, consider any other business if properly raised during the meeting. It is now 8:18 Eastern Daylight Time on May 7th, 2025, and the polls have been open for voting on all matters. All shareholders who are entitled to vote and who joined 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 that 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 his 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 Martina at the end of the formal portion of today's meeting. The first item to be voted upon is the election of nine directors. The names of the nine directors nominated for election are Marco Alverà, Martina Cheung, Jacques Esculier, William D. Green, Stephanie C. Hill, Rebecca Jacobi, Ian Paul Livingston, Maria R. Morris, Gregory Washington. We'll now take a moment to confirm whether there are any questions or comments regarding the election of these 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, we'll move on to the next proposal. The second item to be voted upon is the 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, we'll move on to the next proposal. The third item to be voted upon is the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2025. Jennifer Jackson, the partner of Ernst & Young responsible for the S&P Global account, is on the line and in virtual attendance at today's meeting and is available for questions. We will now take a moment to confirm whether there are any questions or comments relating 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

Since there is no further discussion on this proposal, we'll move on to the fourth proposal. The fourth item to be voted upon is the shareholder proposal to amend the company's clawback policy for unearned executive pay. I understand that Mr. John Chevedden is prepared to present this proposal. I would like to give Mr. Chevedden an opportunity to make a statement in support of this proposal at this time. Mr. Chevedden, we will now open the line for you to present the shareholder proposal. In accordance with the annual meeting rules of conduct, three minutes have been allocated to you to present your statement.

John Chevedden
Shareholder Proponent

Hello, this is John Chevedden. Proposal four, improve clawback policy for unearned executive pay. The Chair has asked the Board of Directors to amend the company policy on recoupment of incentive pay to apply to each named executive officer and to state that conduct or negligence, not merely misconduct, shall trigger mandatory application of the policy. Also, the Board shall report to shareholders in each annual meeting proxy the results of any deliberation regarding the policy, including the Board's reason for applying or not applying the policy after deliberations conclude. This improved clawback policy shall be included in the governance guidelines of the company and be easily accessible on the company website. The current clawback policy is clearly incomplete and can be difficult for shareholders to access.

A number of companies claimed that they had already adopted this 2025 shareholder proposal and asked the Securities and Exchange Commission to validate their claim of adoption. The Securities and Exchange Commission refused in each instance. Wells Fargo offers a prime example of why S&P Global needs a stronger policy. After congressional hearings, Wells Fargo agreed to pay $185 million to resolve claims of fraudulent sales practices. The Wells Fargo board then moved to claw back $136 million from two top executives. Wells Fargo, unfortunately, concluded that a top executive had only turned a blind eye to the practice of opening fraudulent accounts and thus failed to attempt any clawback and left $136 million on the table. Please vote yes. Improve clawback policy for unearned executive pay proposal four.

Richard Thornburgh
Chairman, S&P Global

Board of directors unanimously recommend that you vote against this proposal. Detailed reasons for this recommendation are laid out in the proxy statement you received, which is also available on the virtual meeting website. 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 questions related to this proposal.

Richard Thornburgh
Chairman, S&P Global

Since there is no discussion on this proposal, I will now proceed with the closing of the voting polls. Polls are about to close, so if you have not yet voted, please do so now. Since everyone has had the opportunity to vote, it is now 8:24 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 proposal one, the nine persons nominated as directors of S&P Global have all been elected.

The second proposal to approve on an advisory basis the executive compensation program for the company's named executive officers has been approved. The third proposal, the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2025, has been approved. On the fourth proposal, the shareholder proposal to amend the company's clawback policy for unearned executive pay has not been approved. The certificate of inspector of election will be filed with the records of the meeting, and the final results will be available on or before May 13th and a 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 Martina Cheung, let me take a moment to thank our shareholders for their continued support.

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

Martina Cheung
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

Thank you, Martina. In the few minutes that remain, we will now proceed to answer as many questions as possible submitted in accordance with the annual meeting rules of conduct. Martina, we do not have any questions submitted by shareholders at this time.

Martina Cheung
President and CEO, S&P Global

Since there are no comments or questions, we will conclude the annual meeting. We thank all our shareholders for being a part of this meeting and for your support of S&P Global. Let me add that we encourage you to reach out to our Corporate Secretary or our investor relations team directly with any questions. Their contact information is available on our investor relations website, and it is in our proxy statement. We value your feedback. Thank you again very much for tuning in.

Operator

That concludes this morning's call. A PDF version of the presenter's 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. You may now disconnect.

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