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AGM 2018

May 1, 2018

Speaker 1

Good morning, and welcome to S&P Global's 2018 Annual Shareholders Meeting. The meeting is being conducted at the company's offices in New York City. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen only mode. This call is also being webcast from S&P Global's website and will be available for replay about 2 hours after the end of this meeting, both by phone and the web.

To access the webcast and slides, go to www.spglobal.com and click on the link for the annual meeting webcast. Please standby. The meeting will start momentarily.

Speaker 2

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 2018 Annual Meeting of Shareholders. The Annual Meeting is also being made available by teleconference and by audio webcast. To minimize interference with the teleconference and webcast, we ask that those of you joining us in the room, please turn off all electronic devices for the remainder of the meeting.

In today's presentation, we are providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods and to view the corporation's business from the same perspective as that of management. The earnings releases for Q4 2017 and Q1 2018 contain exhibits that reconcile the non GAAP measures 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. Except for historical information, 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 differ materially from the results anticipated in these forward looking statements.

We direct listeners in the audience to the cautionary statements contained in our periodic reports filed with the U. S. Securities and Exchange Commission. I would also like to call your attention to European regulation. Any investor who has or expects to obtain ownership percent or more of S&P Global should call Chip Merritt, Vice President of Investor Relations at 212-438-43 21 or chip.meritspglobal.

Com to better understand the impact of this legislation on the investor and potentially on the company. Please be advised that we have certified lifts of shareholders of record as of the close of business on March 12, 2018, who are entitled to vote at this annual shareholders meeting. Such lists have been opened for inspection by shareholders. We also have copies of the notice of the meeting, proxy Board of The Board of Directors has designated a representative of Computershare Trust Company to act as Inspector of Election for the Annual Meeting. Deborah Bass, a representative of Computershare Trust Company is present here today.

Ms. Bass has been duly sworn in and her oath will be filed with the records of the annual meeting. In addition, shares of common stock representing approximately 87 point 5% of the outstanding shares of S&P Global and representing more than a majority of the votes entitled to be cast at this annual meeting are represented either in proxy or by person. 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, our Chairman, Mr. Ed Holderman.

Speaker 3

Thank you, Tasha, and good morning. My name is Ed Haldeman, 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. We have an outstanding Board whose expertise, global perspective, diversity and leadership are a tremendous source of pride for the corporation.

First, I would like to introduce Doug Peterson, seated at the table, who is President and CEO of the corporation as well as Director. Next, I would like to introduce the 10 independent directors who will stand for election today along with Doug and me. I would ask each director to stand as I say their name and to remain standing. Please hold your applause until all have been introduced. Marco Alvaro, Chief Executive Officer, Snam SPA Bill Green, Former Chief Executive Officer and Chairman, Accenture Stephanie Hill, Senior Vice President, Corporate Strategy and Business Development of Lockheed Martin Rebecca Jacoby, Former Senior Vice President, Operations of Cisco Systems Monique Leroux, Chair, Investissement Quebec and Quebec Economic and Innovation Council Maria Morris, Former Executive Vice President, Global Employee Benefits of MetLife Sir Michael Raich, Chairman, Worldpay Group and Phoenix Global Resources Ed Rust, former Chairman and Chief Executive Officer, State Farm Dick Thornburg, former Vice Chairman, Credit Suisse Group.

In addition, Curt Schmoke, President of the University of Baltimore, could not be with us today due to a pre existing business commitment. Could we please have a hand for our Board of Directors nominees? It is clear we have a world class Board. All of our directors have broad experience, excellent judgment and take their fiduciary responsibility very seriously. The appointments of 4 new directors over the past 2 years have further strengthened our talented Board and demonstrate our ongoing commitment to bring leaders of diverse backgrounds, perspectives and experiences into the boardroom.

We also have a number of executives with us this morning as well. You have already been introduced to Doug Peterson, our CEO and Tasha Mathoro, our Corporate Secretary. Doug will introduce the other members of the senior management team during his remarks. We will now proceed to the formal business of our annual meeting, the purpose of which is to 1, elect 12 directors 2, approve on an advisory basis the executive compensation program for the company's named executive officers 3, ratify the appointment of Ernst and Young LLP as our independent registered public accounting firm for 2018 and 4, take up any other matter that may properly come before this meeting. Ballots will be distributed to those who want to vote in person on any of the proposals.

Those desiring ballots, please raise your hands. I would remind you that if you have sent in a proxy or voted by telephone over the Internet, it is not necessary to vote here in person. After all the items have been voted upon, we will collect the ballots for tabulation by the Inspector election. Anyone for ballots? Time will be provided for specific questions relating to each of the proposals as they are introduced.

Doug Peterson will offer remarks immediately following the business portion of the meeting. Further time will be provided following Doug's remarks for questions on other matters. In order for remarks from the floor to be heard clearly by everyone, we have placed microphones on each side of the room. I ask that each shareholder who wishes to ask a question or make a statement use one of these microphones. If that is not convenient, we also have a handheld microphone available.

If you have a question or remark, please state your name and whether you are a shareholder yourself or represent a shareholder. As a matter of courtesy, please limit yourself to one question or or remark until everyone who wishes to do so has an opportunity to ask a question or make a statement. The first item to be voted upon is the election of 12 directors. The names of the 12 directors nominated for election are Marco Albera, William D. Green, Charles D.

Haldeman, Jr, Stephanie C. Hill, Rebecca Jacoby, Monique F. LaRue, Maria R. Morris, Douglas L. Peterson, Sir Michael Raich, Edward B.

Russ, Jr, Curt L. Schmoke, Richard E. Thornburg. The floor is now open for questions or comments regarding the election of these 12 directors. Discussion?

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 the proposal to approve on an advisory basis, the executive compensation program for the company's named executive officers. The floor is now open for questions or comments relating to this item. Since there is no further discussion on this proposal, I declare the voting closed on this item. The 3rd item to be voted upon is the ratification of the selection of Ernst and Young LLP as the company's independent registered public accounting firm for 2018.

Ray Mikovits, the partner of Ernst and Young responsible for the S and P Global Account is present today at our meeting and will be available for questions. Ray, could you please stand and identify yourself? Since there is no further discussion on this proposal, I declare the voting closed on this item. This concludes the voting on all formal business items. Anyone voting in person may now turn in their ballots.

The preliminary tally of votes by the Inspector of Election shows that, 1, the 12 persons nominated as Directors of S&P Global Inc. Have been elected 2, the proposal to approve on an advisory basis the executive compensation program for the company's named executive officers has been approved 3, the ratification of the appointment of Ernst and Young LLP as the company's independent registered public accounting firm for 2018 has been approved. The certificate of the Inspector of Election will be filled with the records of the meeting and the final results will be available on or before May 7 in a Form 8 ks filing. The meeting is now open for any other questions or comments concerning any subject that has properly come before this meeting. If there are no further questions, let me take a moment to thank our shareholders for their support.

The number of shares voted and the support demonstrated for the slate of directors is very much appreciated. There being no further business, I will now entertain a motion that the meeting be adjourned. Is there a second? All in favor? Opposed?

This concludes the formal part of our annual meeting. I declare the meeting to be adjourned. With that, let me turn the floor over to Doug Peterson, who will offer a few remarks regarding all that the company accomplished in 2017 and its prospects for continued growth. It is now my pleasure to introduce Doug.

Speaker 4

Thank you, Ed. Good morning to everyone here at our global headquarters in New York and to those listening on the webcast. Thank you for being with us and your continued support of the company. Today, I want to review our strong performance in 2017 and explain why I'm excited about 2018 and beyond. We'll then have some time for some questions and comments.

But let me begin by introducing our operating committee and will they each please stand as I say their names. Ewout Steenbergen, Executive Vice President and Chief Financial Officer John Beresford, President, S&P Global Ratings Mike Chin, President, S&P Global Market Intelligence and EVP, Data and Technology Innovation Alex Maturi, S&P Dow Jones Indices CEO Nick Caffarello, Chief Technology Officer, S&P Global and Chief Operating Officer, S and P Global Market Intelligence Martina Chung, Head of Risk Services, S&P Global Market Intelligence Courtney Godoldig, EVP, Public Affairs Steve Kemps, EVP and General Counsel Swamy Kochar Lakota, Chief Information Officer Nancy Luquette, SVP, Chief Risk and Audit Executive Ashu Suryash, Managing Director and CEO, Chrystal. Martin Frankel, the President of S&P Global Platts is not with us today as he had an obligation in London where he's based. And let me acknowledge Dimitra Manis. He is our newly appointed EVP and Chief People Officer.

She starts May 16. Welcome, Demetra. Ladies and gentlemen, your senior leadership team. Thank you. I'm really proud to work alongside these leaders as well as our other 20,000 colleagues around the globe.

They're all doing an excellent job. And speaking of great work, I want to turn to some of the achievements of our company. 1st, in terms of financial performance, we had an exceptional year in 2017. We're very pleased that every business division generated organic revenue growth and improved productivity. As you can see, organic increased 13%.

We achieved a 4 20 basis point improvement in our adjusted operating profit margin and adjusted diluted EPS grew 29%. Our financial success and optimism about our growth prospects has enabled us to continue to deliver on our commitment to maximize long term shareholder value, as you can see from these statistics. Our total shareholder return last year at share price plus the reinvestment dividend was 59%, which outpaced the S and P 500's 22% return. And in February, the Board elected to increase the regular quarterly dividend cash payment by 22% to an annualized rate of $2 per share. Over the long term, our target is to return to our shareholders at least 75% of our annual free cash flow.

Our accomplishments didn't end there. There are a number of other developments that underscore the progress we're making and demonstrate how we're positioning S and P Global for the future. For example, last year, the Market Intelligence business began rolling out a powerful new platform that combines to the best of Capital IQ and S and L. The S and P 500 celebrated its 60th anniversary and S and P Dow Jones Indices became the 1st index provider to publicly display carbon metrics as standard alongside financial data on its indices on a monthly basis. Ratings teams launched green evaluations and environmental credentials to serve the growing ESG needs of investors and companies.

And the S and P Global Platts dated Brent benchmark celebrated its 30th anniversary and continues to be the most widely used and robust benchmark for the physical crude oil. Early this year, we made a $20,000,000 contribution to the S and P Global Foundation to support thriving, sustainable communities. This is all accomplished against the backdrop of shifting conditions and uncertainty produced by so many events around the world, such as geopolitical risk and social dislocation, new technologies that are emerging and changes in customers' expectations. And all of these factors have become more and more disruptive. We're not going to stand idly by.

We're going to begin taking steps to capitalize on many of the changes we see taking place. Last year, we began a future defining project, asked our customers and market participants about the geopolitical, regulatory, technological, economic developments they face doing business. The powerful insights we learned from these conversations affirmed our purpose of delivering intelligence that's essential to customers to make decisions with conviction and allow us to refine our strategy and vision for what lies ahead, a belief that S and P Global will power the markets of the future with its essential intelligence by delivering exceptional, differentiated customer experience across the globe. We know that adapting to the changing landscape around us requires a strategy focused on a customer orientation, making better use of technology, innovation, operational excellence, hiring and retaining top talent, and becoming more global. If we do these things and do them well, we see a world full of opportunity that power the markets of the future.

Let me start off by talking about technology. Technology is one of those disruptors I mentioned earlier. It's a topic that always comes up when I talk with other CEOs because of its potential to change business models and industries. It's become clear that if we're going to compete and succeed, we need to develop entire new ecosystems of companies with emerging technology capabilities. Last month, we completed the acquisition of Kensho.

Kensho is a leading edge provider of next generation analytics, AI, machine learning visualization systems to Wall Street, premier global banks and investment institutions as well as the national security community. We're thrilled to have Daniel Nadler, the co founder and head of Kensho, and some of the world's leading data scientists join us. I know Daniel is passionate about realizing the promise of AI as what he calls a brain extender for professionals. Over time, we expect Kensho will drive a dramatic evolution of our businesses in areas like new analytical capabilities embedded in our products, improved user experiences driven by natural language processing, visualization and advanced search. I want to now turn to another type of innovation that exemplifies what it means for us to become more customer oriented.

Our demonstrating commitment to enhancing data, leveraging technology, collaboration and operational excellence. The introduction of the market intelligence platform that I mentioned earlier showcases all of these things. This is a massive data and technology project that unites the unique insights and user experiences of SNL with S and P Capital IQ data. One of the important benefits of this project is it was built as an S and P global platform, so that our other businesses can build their own solutions on it for their own clients. In fact, Platts and Ratings are currently taking advantage of this architecture.

I hope these examples give you an appreciation for a few of the significant developments and capabilities we're building that create exciting new opportunities to serve markets, deliver excellence and create value in the future. As we look ahead, our 2018 guidance calls for mid single digit revenue growth and adjusted diluted earnings per share of $8.45 to $8.60 Our guidance suggests we'll produce yet another year of double digit earnings growth and our expectation is that 2018 is bolstered by continued performance improvements and by U. S. Tax reform that this will be another strong year for the company. This is the 5th Annual Shareholders Meeting during which I've had the privilege of updating you on our progress.

Over this time, we've demonstrated strong growth. And even with many of the improvements we've made, we believe opportunities abound to achieve superior results for all stakeholders. I want to thank you for allowing us to share some of the stories that have given us great confidence that we will realize this vision. As I conclude my remarks, I want to thank our directors for their guidance and leadership. I want to thank our employees and partners for all they do.

I want to thank you, our shareholders, for your commitment. We'll be hosting Investor Day in New York on May 24, and we invite anyone interested to watch the webcast or listen by telephone. Details are here on this slide and our Investor Relations section on our website. The management team and I look forward to providing more details about our business plans and growth strategy. With that, let me open up now to see if there's any questions or comments from our shareholders.

Does anyone have any questions or comments? Seeing that we have no questions or comments, I want to thank you for your time and being part of this meeting. We're off to a strong start in 2018. As you've heard, we're excited about the future as we focus on growth, the customer experience, an emphasis on technology and innovation, operational excellence, talent and global expansion to power the markets of the future. Thank you very much.

Speaker 1

That concludes this morning's call. A PDF version of the presenters' slides is available for downloading from investor. S spglobal.com. A replay of this call will be available in about 2 hours. The replay will be maintained on S&P Global's website for 12 months from today and for 1 month from today by telephone.

On behalf of S&P Global, we thank you for participating and wish you a good day.

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