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AGM 2017

Apr 26, 2017

Speaker 1

Good morning, and welcome to S&P Global's 2017 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. 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 stand by. The meeting will start momentarily.

Speaker 2

Good morning. My name is Kate Brennan and I'm the Corporate Secretary here at S&P Global. It's my pleasure to welcome you to our 2017 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 person, please turn off all electronic devices for the remainder of the meeting.

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. 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 those results anticipated in these forward looking statements. We direct listeners and the audience to the cautionary statements contained in our periodic reports filed with the United States Securities and Exchange Commission. Please be advised that we have certified lists of shareholders of record as of the close of business on March 6, 2017, 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 meeting, proxy materials, annual report and affidavit of mailing related to this annual meeting. The affidavits will 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. James Kiska, a representative of Computershare Trust Company is represented here today.

Mr. Kiska has been duly sworn and his oath will also be filed with the records of the Annual Meeting. In addition, shares of common stock representing 88% 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 person or by proxy. Mr. Chairman, the Annual Meeting has been duly convened, a quorum is present and business of the Annual Meeting may proceed.

Ladies and gentlemen, our Chairman, Mr. Ed Haldeman.

Speaker 3

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

1st, I would like to introduce Doug Peterson, seated at the table here with me, who is President and CEO of the corporation as well as Director. Next, I would like to introduce the Next, I would like to introduce the 10 independent directors who will stand for election today along with Doug and me. I am pleased to introduce 4 of these directors for the first time today. 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 Albera, Chief Executive Officer, Sanam Bill Green, Retired Executive Chairman, Accenture Stephanie Hill, Vice President and General Manager, Lockheed Martin Rebecca Jacoby, Senior Vice President, Operations of Cisco Systems Maria Morris, Executive Vice President, MetLife Sir Michael Rake, Chairman, VT Group and Worldpay Ed Rust, Chairman and Former Chief Executive Officer, State Farm Kurt Schmoke, President, University of Baltimore Dick Thornburg, Chairman, Credit Suisse Holdings USA and Vice Chairman, Credit Suisse Group. In addition, Monique LaRue, President of the International Cooperative Alliance could not be with us today due to a pre existing commitment made prior to her appointment as a Director. Let's all give our directors a hand. 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.

The appointments of Monique, Maria, Stephanie and Marco over the past 8 months have further strengthened our talented Board and demonstrate our ongoing commitment to bring leaders of diverse backgrounds, perspectives and experiences into the boardroom. At this time, I want to acknowledge Hilda Ochoa Brilenburg and Sirwin Bischoff, who are retiring from the board today and will not stand for reelection. Hilda joined the Board in 2004. She is a highly accomplished business leader and investor. Hilda is the Founder and Chairperson of Strategic Investment Group and an Advisory Board member of the Rockefeller Center for Latin American Studies and a member of the Dean's Executive Committee at Harvard University.

Sir Wind joined the Board in 1999. Time and again throughout his career, Sir Wind has skillfully and successfully managed financial institutions often through critical periods. He has served on a number of major public company boards over the past 30 years and continues to serve as Chairman of the Financial Reporting Council and JPMorgan Securities PLC. I want to thank Hilda and Sirwin for their distinguished service and innumerable contributions to this company over many years. They have served the company and our shareholders with extraordinary integrity and commitment.

I'd also like to note that Linda Larmer, who served on our Board from 1994 to 2014 is in attendance here today. Linda, would you please rise and be recognized. We also have a number of executives with us this morning as well. You have already been introduced to Doug Peterson, our CEO and Kate Brennan, 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, vote on an advisory basis on the frequency with which the company conducts an advisory vote on the executive compensation program for the company's named executive officers. 4, ratify the appointment of Ernst and Young LLP as our independent registered public accounting firm for 2017 and 5, 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 send in a proxy or voted by telephone or 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 inspectors of election. Anyone like a ballot? Okay. 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 remark until everyone who wishes to do so has an opportunity to ask a question or make a statement. 1st 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, Stephanie C. Hill, Rebecca Jacoby, Monique F. LaRue, Maria R. Morris, Douglas L. Peterson, Sir Michael Raike, Edward B.

Russ Jr, Kurt L. Schmoke, Richard E. Thornburg. The floor is now open for questions or comments regarding the election of these 12 directors. Do you want to have any questions?

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. Floor is now open for questions or comments relating to this item. Anyone? 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 proposal to vote on an advisory basis on the frequency with which the company conducts an advisory vote on the executive compensation program for the company's named executive officers. The floor is now open for questions or comments relating to this item.

Speaker 4

Anyone?

Speaker 3

Since there is no further discussion on this proposal, I declare the voting closed on this item. 4th 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 2017. Ray Mikovits, a partner of Ernst and Young responsible for the S and P Global Accounts is present today at our meeting and will be available for questions. Ray, would you please stand? Thank you.

Thanks Ray. Welcome. The floor is now open for questions or comments relating to this item. Any questions? 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. Do we have anyone? These ballots, if any 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 1, 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 proposal to vote on an advisory basis on the frequency with which the company conducts an advisory vote on the executive compensation program for the company's named executive officers as the highest shareholder support for 1 year or the ratification of the appointment of Ernst and Young LLP as the company's independent registered public accounting firm for 2017 has been approved. The certificate of the inspectors of election will be filed with the records of the meeting and the final results will be available on or before May 2 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 there was a question. Yes, sir.

Speaker 5

Okay, we're in the general question and answer session?

Speaker 3

Yes, that has to do with the formal part of the meeting. If it was a question on the business overall, it might be more appropriate to wait on that question until after Doug comes and speaks. Thank you. But please hold it. We want to have that question, but Doug will come to the forum.

So any other questions on the formal part of the meeting? Given that there are no further questions on the formal part of our meeting, let me take a moment to thank our shareholders for their support. A 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. All in favor?

Opposed? This concludes the formal part of our annual meeting. I declare this 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 2016 and its prospects for continued growth. It is now my pleasure to introduce Doug.

Speaker 4

Thank you, Ed. Good morning to everyone here. Welcome to our global headquarters in Lower Manhattan at 55 Water, those of you listening on the webcast as well. Thank you for all being here today and for your continued support of the company. Before we get underway, I'd like to introduce the operating committee.

Will you please stand as I say your names and we'll give you a round of applause at the end. John Beresford, President, S&P Global Ratings Martina Chung, Head of Global Risk Services Mike Chin, President, S&P Global Market and Commodities Intelligence Martin Frankel, President, S&P Global Platts Courtney Godalldig, Executive Vice President, Public Affairs Franz Jengris, Executive Vice President, Human Resources Steve Kemps, Executive Vice President and General Counsel Nancy Louquette, Chief Risk and Audit Executive Alex Maturi, CEO, S&P Dow Jones Indices Krishna Nathan, Chief Information Officer Paul Sheard, Chief Global Economist Ewout Steenbergen, Executive Vice President and Chief Financial Officer and Ashu Suryash CEO, Crystal. Ladies and gentlemen, your senior leadership team. And they're all doing a great job. Thank you very much.

Today, I want to review with you some of our recent accomplishments and put 20 sixteen's performance into perspective and explain why I'm optimistic about our future. We'll then have time for some questions and comments. But first, I want to take a moment to point out that 1 year ago, at this same meeting, our shareholders approved the rebranding of the company as S and P Global. S&P Global symbolizes everything we have done to reposition the business portfolio and unlock the essential intelligence that our clients across capital and commodity markets need to make important business decisions. Take a step back and think about the past 12 months.

We performed well across the board and generated another solid year of growth as we implemented our strategy to create long term sustainable value. We delivered strong financial performance in 2016. We made significant progress integrating and S and P Capital IQ to form S and P Global Market Intelligence. We continue to reshape the portfolio with a number of value creating transactions. For instance, we sold J.

D. Power for $1,100,000,000 and we invested for future growth by adding complementary capabilities including 3 tuck in acquisitions to build Platts Analytics offering. These accomplishments are significant in any year, but they are especially gratifying in 2016, a time marked by global political, economic and market volatility. Unpredictability seemed to be the one constant as rising populism drove the Brexit vote in the U. S.

Election results. Questions about rising interest rates in the U. S. And oil prices rebounded sharply after hitting their cyclical lows at the start of the year. Amidst all of this change, I'm deeply proud of our 20,000 employees around the globe.

Their insights are as important as ever. Everyone from our data scientists to credit analysts, from our analytical managers to project managers play an absolutely essential role in bringing transparency and an independent point of view to an uncertain world. On behalf of the senior management team and Board, I thank them for their hard work and dedication. Beyond these shifts, we operate in a business environment with a mixed macroeconomic landscape, rapid technological innovation, an evolving regulatory situation and growing interest among a range of stakeholders in the private sector's environmental, social and governance performance. To sum, these types of changes and the uncertainty I mentioned can spark volatility, dampen business confidence and ultimately lower growth.

That has not been the case for us. In times like these, where these powerful trends are reshaping the global economy, our markets and our customers require the various services we offer. As a result, we've been operating from a position of strength. Consider that last year our revenue grew 7% to $5,660,000,000 Adjusted net income increased 10% to 1 $420,000,000 and adjusted diluted EPS rose 14% to $5.35 and we returned $1,500,000,000 to our shareholders in the form of share repurchases and dividends. And yesterday, we announced we are off to a great start in 2017.

During the Q1, our revenue increased 8%, reflecting divestitures and acquisitions. On an organic basis, revenue grew 18%. Adjusted net income increased 32% to $422,000,000 and adjusted diluted earnings per share rose 35 percent to $1.62 We are very pleased with these results, but we are not complacent. We are committed to building on this progress with a sharp focus on growth and excellence in everything we do. What does this mean for earnings in 2017?

Our 2017 guidance, which we just That represents a 12% growth if we achieve the low end of the range and it extends our record of double digit adjusted earnings growth. Over the last 5 years in fact, we've generated an 18% compounded annual growth rate. To achieve our goals, not only this year, but in the years ahead, we need to build excellence into all that we do. And let me give you a few examples of what I mean. As we've said before, the integration of S and L and S and P Capital IQ is a top priority.

A very visible result of this work will occur when we launch a beta version of the new market intelligence platform in the fall. This will provide greater insights to our clients, allow them to make better and faster decisions and operate with greater efficiency. Another example of embedding growth and excellence in everything we do is embodied in the tradition of creativity and innovation in our index business. To support the shift to passive investing from active management, we work it toward creating an index for every single kind of investment across asset classes and geographies. Last year alone, we launched more than 400 new indices and we responded to the growing and evolving global demand for essential insights and benchmarks across credit, equity and commodities market.

For example, we are leveraging our recent acquisition to create world class supply demand analytics for Platts customers. I've been working on a new platform for debt issuers called Ratings 360. After pilot, which is underway now, we anticipate rolling it out later this year. This powerful platform offers integrated full spectrum analytical insights from S and P Global Ratings. A holistic singular view of credit risk that has never been presented in this way and provides new level of transparency.

The other area we're expanding the breadth and depth of our product portfolio is in response to the rising needs of long term investors who are increasingly focused on environmental, social and governance matters. We calculate approximately $83,000,000,000 of green bonds were issued last year and the expectation is for 200,000,000,000 of green bonds to be issued this year. To meet this movement's growing demands, we've taken a number of proactive steps. Just today in fact, S and P Global Ratings began offering the market green evaluations, a tool to measure sustainability at the asset level. And earlier this year, we announced the launch of the S and P Green Bond Select Index.

This index captures the most liquid and tradable segment of green labeled bonds issued globally. Are very pleased to have licensed the index to the global investment firm VanEck for an exchange traded fund. In addition, last year we acquired True Cost. True Cost is an excellent business whose whole mission is to deliver the insights and transparency that are fundamental to transition to a low carbon resource efficient economy. This worthy ambition is not foreign to us.

That's why S&P Dow Jones Indices already publishes and calculates more than 100 ESG focused indices. Across our entire company, we're committed to finding essential connections between our capabilities and the needs of society create economic opportunities and thriving communities. Add all of this up and you see we're well positioned to build on our strong record of accomplishment. We continue to be excited about our ability to leverage our central intelligence to deliver insights for our customers and long term value to our shareholders. Before we conclude, I want to echo Ed's remarks and acknowledge the distinguished service of Sir Wynn and Hilda, who are retiring from our Board.

Our sincere thanks to them for the wise counsel and oversight they provided to help us achieve this growth and success that we've endured many years in this company. Thank you to the directors for their guidance and leadership. I want to thank our shareholders for the investment. And with that, I will open it now to questions.

Speaker 5

Just some brief comments. In the short time the company was newly launched, its new corporate structure, S and P Global stock has consistently moved towards higher highs. The current Super Bowl stock market rally has created much demand for our company's premier quantitative research services. It is noteworthy that our Board now consists of one of the highest ratios of the number of women versus our peer group and all other companies in general. I would also like to mention that our President and CEO, Doug Peterson, was named the Head of the Global Infrastructure Initiative and is one of the important CEOs on the Council For Infrastructure.

And his recommendations report as published will become the basic initially basic initiative for the current administration's final proposal on the long term infrastructure buildup from which I like because I have many infrastructure stocks? Thank you.

Speaker 4

Thank you for those very supportive comments. We're very proud of our Board and especially the new Board members we've added, so we appreciate those comments. Infrastructure is a theme that we embraced about 3 years ago as a global analytical theme that cuts across our entire company. All the businesses have some way or another they can add value to the global infrastructure today. It's not just a U.

S. Topic, it's something that is a relevant topic everywhere I go around the globe. So thank you very much for those comments. Are there any other questions from the audience today?

Speaker 2

Doug, that concludes our 2017 Annual Shareholders Meeting. Thank you very much to everyone for coming.

Speaker 1

That concludes this morning's call. On behalf of S&P Global, we thank you for participating and wish you a good day.

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