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S&P Global Inc. – ‘10-K’ for 12/31/14 – ‘EX-10.33’

On: Friday, 2/13/15, at 2:34pm ET · For: 12/31/14 · Accession #: 64040-15-4 · File #: 1-01023

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/13/15  S&P Global Inc.                   10-K       12/31/14  103:23M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.44M 
 5: EX-10.20    Fifth Amendment to Standard & Poor's Employee       HTML     29K 
                Retirement Plan Supplement                                       
 6: EX-10.21    401(K) Savings and Profit Sharing Supplement        HTML     96K 
 7: EX-10.23    Senior Executive Supplemental Death, Disability &   HTML     71K 
                Retirement Benefits Plan                                         
 2: EX-10.3     Form of Performance Share Unit Terms and            HTML     68K 
                Conditions                                                       
 8: EX-10.32    Registrant's Pay Recovery Policy                    HTML     49K 
 9: EX-10.33    S&P Ratings Services Pay Recovery Policy            HTML     51K 
10: EX-10.34    Department of Justice Settlement Agreement          HTML    183K 
 3: EX-10.7     Key Executive Short-Term Deferred Compensation      HTML     30K 
                Plan                                                             
 4: EX-10.8     Registrant's Senior Executive Severance Plan        HTML    109K 
12: EX-21       Subsidiaries of the Registrant                      HTML     57K 
13: EX-23       Consent of Ernst & Young LLP, Independent           HTML     32K 
                Registered Public Accounting Firm                                
11: EX-12.0     Ratio of Earnings to Fixed Charges                  HTML     45K 
14: EX-31.1     Certification of the Chief Executive Officer        HTML     33K 
15: EX-31.2     Certification of the Chief Financial Officer        HTML     33K 
16: EX-32       Certification of the Chief Executive Officer and    HTML     28K 
                the Chief Financial Officer                                      
74: R1          Document and Entity Information                     HTML     55K 
61: R2          Consolidated Statements of Income                   HTML    164K 
72: R3          Consolidated Statements of Income (Parenthetical)   HTML     30K 
76: R4          Consolidated Statements of Comprehensive Income     HTML     82K 
95: R5          Consolidated Balance Sheets                         HTML    178K 
63: R6          Consolidated Balance Sheets (Parenthetical)         HTML     42K 
71: R7          Consolidated Statements of Cash Flows               HTML    186K 
56: R8          Consolidated Statements of Equity                   HTML    110K 
46: R9          Consolidated Statements of Equity (Parenthetical)   HTML     29K 
96: R10         Accounting Policies                                 HTML     83K 
78: R11         Acquisitions and Divestitures                       HTML    141K 
77: R12         Goodwill and Other Intangible Assets                HTML    188K 
83: R13         Taxes on Income                                     HTML    150K 
84: R14         Debt                                                HTML     46K 
81: R15         Employee Benefits                                   HTML    368K 
85: R16         Stock-Based Compensation                            HTML    142K 
73: R17         Equity                                              HTML    104K 
75: R18         Earnings (Loss) per Share                           HTML     72K 
80: R19         Restructuring                                       HTML     54K 
103: R20         Segment and Geographic Information                  HTML    177K  
91: R21         Commitments and Contingencies                       HTML     85K 
67: R22         Related Party Transactions                          HTML     35K 
79: R23         Quarterly Financial Information (Unaudited)         HTML    182K 
69: R24         Valuation and Qualifying Accounts                   HTML     54K 
36: R25         Accounting Policies (Policies)                      HTML    144K 
92: R26         Acquisitions and Divestitures (Tables)              HTML    100K 
99: R27         Goodwill and Other Intangible Assets (Tables)       HTML    183K 
51: R28         Taxes on Income (Tables)                            HTML    149K 
50: R29         Debt (Tables)                                       HTML     40K 
54: R30         Employee Benefits (Tables)                          HTML    361K 
55: R31         Stock-Based Compensation (Tables)                   HTML    137K 
57: R32         Equity (Tables)                                     HTML     90K 
30: R33         Earnings (Loss) per Share (Tables)                  HTML     67K 
89: R34         Restructuring (Tables)                              HTML     49K 
65: R35         Segment and Geographic Information (Tables)         HTML    171K 
68: R36         Commitments and Contingencies (Tables)              HTML     62K 
40: R37         Quarterly Financial Information (Unaudited)         HTML    181K 
                (Tables)                                                         
102: R38         Accounting Policies (Details)                       HTML    102K  
23: R39         Acquisitions and Divestitures (Acquisitions)        HTML    109K 
                (Details Textual)                                                
58: R40         Acquisitions and Divestitures (Acquisitions)        HTML     82K 
                (Details)                                                        
94: R41         Acquisitions and Divestitures (Divestitures)        HTML    104K 
                (Details Textual)                                                
38: R42         Acquisitions and Divestitures (Divestitures)        HTML    113K 
                (Details)                                                        
49: R43         Goodwill and Other Intangible Assets (Details)      HTML     64K 
53: R44         Goodwill and Other Intangible Assets (Details 1)    HTML    149K 
62: R45         Goodwill and Other Intangible Assets (Details 2)    HTML     44K 
29: R46         Goodwill and Other Intangible Assets (Details       HTML     50K 
                Textual)                                                         
45: R47         Taxes on Income (Details Textual)                   HTML     45K 
25: R48         Taxes on Income (Details)                           HTML    121K 
93: R49         Taxes on Income (Details 1)                         HTML    100K 
37: R50         Taxes on Income (Details 2)                         HTML     43K 
90: R51         Debt (Details)                                      HTML     93K 
41: R52         Employee Benefits (Details)                         HTML    183K 
59: R53         Employee Benefits (Details 1)                       HTML    105K 
24: R54         Employee Benefits (Details 2)                       HTML     84K 
28: R55         Employee Benefits (Details 3)                       HTML    102K 
52: R56         Employee Benefits (Details 4)                       HTML    172K 
32: R57         Employee Benefits (Details Textual)                 HTML    144K 
97: R58         Stock-Based Compensation (Details)                  HTML     38K 
64: R59         Stock-Based Compensation (Details 1)                HTML     69K 
82: R60         Stock-Based Compensation (Details 2)                HTML     98K 
44: R61         Stock-Based Compensation (Details 3)                HTML     37K 
47: R62         Stock Based Compensation (Details 4)                HTML     78K 
88: R63         Stock-Based Compensation (Details Textual)          HTML     71K 
86: R64         Equity (Details)                                    HTML    168K 
66: R65         Equity (Accumulated Other Comprehensive Loss)       HTML     57K 
                (Details)                                                        
87: R66         Earnings (Loss) per Share (Details)                 HTML    121K 
42: R67         Restructuring (Narrative) (Details)                 HTML     47K 
70: R68         Restructuring (Details)                             HTML     68K 
98: R69         Segment and Geographic Information (Narrative)      HTML     34K 
                (Details)                                                        
27: R70         Segment and Geographic Information (Details)        HTML    139K 
35: R71         Segment and Geographic Information (Details 1)      HTML    101K 
60: R72         Commitments and Contingencies (Details)             HTML     36K 
31: R73         Commitments and Contingencies (Details 1)           HTML     77K 
101: R74         Commitments and Contingencies (Details Textual)     HTML     95K  
39: R75         Related Party Transactions (Details)                HTML     64K 
33: R76         Quarterly Financial Information (Details)           HTML    124K 
34: R77         Valuation and Qualifying Accounts (Details)         HTML     39K 
100: XML         IDEA XML File -- Filing Summary                      XML    146K  
26: EXCEL       IDEA Workbook of Financial Reports                  XLSX    394K 
48: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   3.63M 
17: EX-101.INS  XBRL Instance -- mhfi-20141231                       XML   5.34M 
19: EX-101.CAL  XBRL Calculations -- mhfi-20141231_cal               XML    397K 
20: EX-101.DEF  XBRL Definitions -- mhfi-20141231_def                XML    944K 
21: EX-101.LAB  XBRL Labels -- mhfi-20141231_lab                     XML   2.87M 
22: EX-101.PRE  XBRL Presentations -- mhfi-20141231_pre              XML   1.55M 
18: EX-101.SCH  XBRL Schema -- mhfi-20141231                         XSD    249K 
43: ZIP         XBRL Zipped Folder -- 0000064040-15-000004-xbrl      Zip    425K

‘EX-10.33’ — S&P Ratings Services Pay Recovery Policy

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

MHFI-EX10.33-2014.12.31-Q4

Exhibit (10.33)

S&P RATINGS SERVICES

PAY RECOVERY POLICY

Effective October 1, 2014


A.	Purpose and Coverage

The Standard & Poor’s Ratings Services Pay Recovery Policy (this “Policy”) provides for the recovery of Recoverable Pay in the event of a Recovery Event (as such terms are defined below). The President and Chief Risk Officer of Standard & Poor’s Ratings Services (“S&P Ratings”) will have primary responsibility for administering the Policy, including the authority to interpret the Policy and, after consulting with the Chief Executive Officer of McGraw Hill Financial Inc. (“MHF”), to amend or terminate the Policy.

Recoverable Pay: Recoverable Pay includes the following: (i) short-term cash incentive paid to a Covered Individual (as defined below) for a performance period beginning on or after January 1, 2014; (ii) long-term cash and equity-based incentive compensation that is determined or that vests based on the achievement of performance criteria and that is granted, paid or credited to a Covered Individual on or after January 1, 2015; and (iii) (x) stock options and stock appreciation rights (whether vested or unvested) that have not been exercised prior to the occurrence of a Recovery Event, (y) unvested restricted stock and (z) restricted stock units (whether vested or unvested) that have not been settled through the delivery of cash or securities, and which, in the case of any such equity award described in the foregoing clauses (x), (y) and (z), are granted to a Covered Individual on or after January 1, 2015. Recoverable Pay as so defined includes both incentive compensation that is determined or that vests based on the achievement of performance criteria or on the basis of continued service (time-based criteria) as well as incentive compensation that is awarded on a discretionary or ad hoc basis.

Recoverable Pay does not include: (i) base salary (whether paid currently or deferred); (ii) signing grants or awards made to compensate a Covered Individual for any compensation or compensation opportunity at a prior employer that is forfeited in connection with the Covered Individual’s resignation of employment with his or her prior employer; (iii) shares of stock (or other consideration) received by the Covered Individual upon the exercise (prior to the occurrence of a Recovery Event) of an option or stock appreciation right, the vesting of restricted stock or the settlement of restricted stock units; (iv) company contributions to retirement plans; or (v) the value of any health, welfare or similar employee benefits that are provided by S&P Ratings to a Covered Individual (as defined below).

NYDOCS01/1378711.16A

S&P Ratings may also attempt to recover from equity-based incentive compensation plans (vested and unvested) that were made or credited prior to January 1, 2015 to the extent such recovery is legally possible.

Covered Individuals:

▪

S&P Ratings employees at Grades 11 or above (“Covered Individuals”). Covered Individuals include both active and former employees. For the avoidance of doubt, an individual who is a Covered Individual as of the date of his or her termination of employment from S&P Ratings will continue to be a Covered Individual for the balance of the applicable Coverage Period (as defined below) following the termination of employment.

Certain Covered Individuals may also be covered by a pay recovery or other “clawback” policy maintained by MHF or one of its affiliates, including without limitation the McGraw Hill Financial Pay Recovery Policy. To the extent that a Recovery Event may also give rise to a right on the part of MHF or one of its affiliates to reduce or require repayment of compensation pursuant to such other policy, S&P Ratings and MHF will coordinate so that the Covered Individual’s compensation will be reduced, or repayment required, only once (that is, no “double recovery” for a single Recovery Event).

Coverage Period:

The “Coverage Period” means (i) the relevant performance period relating to any Recoverable Pay that is performance-based and (ii) the vesting or service period for any Recoverable Pay that is time-based or awarded on a discretionary basis or ad hoc basis, plus, in each case, the 24-month period following the end of the relevant performance period, time-vesting period or date of award of discretionary Recoverable Pay.


§	For the avoidance of doubt, it is noted that a Recovery Event with respect to a Covered Individual may occur after that individual’s termination of employment with S&P Ratings, but not after the end of the Coverage Period relating to any item of Recoverable Pay.


B.	Management Reviews and Recommendations

Responsibility for applying the Policy to the Recoverable Pay of Covered Individuals and for making all determinations relating to recovery of all or any portion of the relevant Covered Individual’s Recoverable Pay will be allocated as follows:

NYDOCS01/1378711.16A 2



Covered Individual(s)	Responsible Party
President of S&P Ratings	Independent members of the MHF Board of Directors (“Independent Directors”) upon the recommendation of the Compensation and Leadership Development Committee of the MHF Board of Directors
Chief Risk Officer of S&P Ratings	Chief Executive Officer of MHF and the President of S&P Ratings
Members of the S&P Ratings Global Executive Committee	President and Chief Risk Officer of S&P Ratings
Other Covered Individuals	President and Chief Risk Officer of S&P Ratings, subject to delegation of such responsibility, in whole or in part, to members of the S&P Ratings Global Executive Committee

The party with responsibility for applying the Policy pursuant to the foregoing guidelines will determine whether a Recovery Event has occurred, identify any amount of Recoverable Pay subject to adjustment based on the occurrence of a Recovery Event and recommend and, if applicable, take appropriate actions or adjustments for each item of Recoverable Pay that is identified.

The party responsible for determining whether a Recovery Event has occurred will consult with the Audit Committee of the MHF Board of Directors with respect to any event or circumstance that may constitute a Recovery Event and that relates to matters within the Audit Committee’s jurisdiction.


C.	Recovery Event

A “Recovery Event” will be deemed to have occurred if one or more of the following occurs during the Coverage Period:

Solely for the President and Chief Risk Officer of S&P Ratings and members of the S&P Ratings Global Executive Committee: a material recalculation or adjustment or other material redetermination or noncompliance with financial reporting requirements that results in an adjustment to the determination of the achievement of performance measures that were used to calculate the amount of Recoverable Pay, or similar events that result in a restatement or adjustment to financial or non-financial performance measures that were used to calculate the amount of Recoverable Pay.


2.	For all Covered Individuals: a material violation of one or more S&P Ratings’ policies or business unit or product risk parameters, policies or operating procedures resulting from the gross negligence, intentional wrongdoing or willful misconduct of a Covered Individual, that, in the judgment of the President and Chief Risk Officer of S&P Ratings or their delegate

NYDOCS01/1378711.16A 3

(or, in cases involving the President or Chief Risk Officer, in the judgment of the Independent Directors or Chief Executive Officer of MHF, respectively), has or will have a material negative impact on the business, financial condition or reputation of S&P Ratings.

For Covered Individuals with supervisory or managerial responsibilities: a material failure to adequately supervise the administration and implementation of one or more S&P Ratings’ policies or business unit or product risk parameters, policies or operating procedures which results from gross negligence, intentional wrongdoing or willful misconduct, if such failure in the judgment of the President and Chief Risk Officer of S&P Ratings or their delegate (or, in cases involving the President or Chief Risk Officer, in the judgment of the Independent Directors or Chief Executive Officer of MHF, respectively), has or will have a material negative impact on the business, financial condition or reputation of S&P Ratings.

For all Covered Individuals: (i) conviction of or plea of no contest or guilty to, a felony under U.S. federal or state law, or equivalent crime under the laws of any non-U.S. jurisdiction that, in the judgment of the President and Chief Risk Officer of S&P Ratings or their delegate (or, in cases involving the President or Chief Risk Officer, in the judgment of the Independent Directors or Chief Executive Officer of MHF, respectively), has or will have a material negative impact on the business, financial condition or reputation of S&P Ratings, provided, however, that if a Covered Individual is indicted for such a felony or other crime, the Coverage Period will be tolled until the final adjudication or other disposition of the indictment; or (ii) a determination by the President and Chief Risk Officer of S&P Ratings or their delegate (or, in cases involving the President or Chief Risk Officer, a determination by the Independent Directors or Chief Executive Officer of MHF, respectively) that the Covered Individual has engaged (A) in one or more acts or omissions in connection with the performance of services for S&P Ratings that involves fraud or a violation of applicable securities laws, or (B) in any illegal or unlawful activity (whether or not in the performance of duties to S&P Ratings) that, in the judgment of the President and Chief Risk Officer of S&P Ratings or their delegate (or, in cases involving the President or Chief Risk Officer, in the judgment of the Independent Directors or Chief Executive Officer of MHF, respectively), has a material negative impact on the business, financial condition or reputation of S&P Ratings.

S&P Ratings does not believe it is possible to anticipate all possible scenarios in which recovery might be appropriate and retains the discretion to identify other situations, including on a retroactive basis, that will constitute Recovery Events where such action is consistent with the principles set forth in this Policy or is required by any of S&P Ratings’ regulators.


D.	Consultation & Notice to S&P Ratings Board

NYDOCS01/1378711.16A 4

S&P Ratings shall consult and give written notice to members of the S&P Ratings Board on any policy amendments, events and actions taken as part of the S&P Ratings Pay Recovery Policy.


E.	Notice to Covered Individuals and Consent

S&P Ratings will provide written notice of the Policy to each Covered Individual and intends to include an appropriate reference to the Policy in the award documentation and other documents relating to Recoverable Pay. While a Covered Individual’s consent is not required in order for the Policy to apply to that Covered Individual, a Covered Individual’s acceptance of any award, grant or payment that constitutes Recoverable Pay will constitute that individual’s acceptance of and agreement to the application of the Policy.

S&P Ratings also intends to provide notice to a Covered Individual within 90 days following any determination under the Policy that a Recovery Event that may be applicable to the Covered Individual has occurred. If a determination is made under this Policy to pursue repayment and/or other remedies with respect to a Covered Individual, the Covered Individual will be notified of the steps that he or she is required to take to respond to the determination under the Policy. A Covered Individual, other than the President or Chief Risk Officer of S&P Ratings, may contest a determination to pursue repayment or other remedies by notifying the President of S&P Ratings of such contest no more than 20 days after the delivery of the notice of recovery to such Covered Individual. Any such contest shall be adjudicated by the President and Chief Risk Officer of S&P Ratings or their delegate (or, where the preliminary determination relates to the President and Chief Risk Officer, by the Independent Directors or Chief Executive Officer of MHF, respectively), whose determination shall be final and binding on all parties.


F.	Recoupment of excess payments

Amount of Recovery. The amount of recovery related to any Recovery Event will be determined based on all relevant facts and circumstances. The following general principles will apply:

Where a Recovery Event consists of a material recalculation or adjustment or other material redetermination or noncompliance with financial reporting requirements that results in an adjustment to the determination of the achievement of the performance measures that were used to calculate the amount of Recoverable Pay, the amount of recovery generally will consist of the amount by which Recoverable Pay would have been different based on the redetermined achievement of the performance criteria pursuant to the Recovery Event.


2.	Where the Recovery Event does not relate to quantifiable performance measures, the amount of recovery will be proportional to the seriousness of the violation, act, omission or other event or circumstances constituting the Recovery Event and to its impact, or potential impact, on the

NYDOCS01/1378711.16A 5

business, reputation, financial results and/or regulatory standing of S&P Ratings with applicable oversight groups or agencies.


3.	Under no circumstances may the amount of recovery with respect to one or more Recovery Events exceed the Recoverable Pay of the relevant Covered Individual during the Coverage Period during which such Recovery Event(s) occur.

The party responsible for applying the Policy to a Covered Individual may adjust the amount for which recovery is sought to take account of the tax consequences of recovery to the Covered Individual.

Method of Recovery. When recovery of Recoverable Pay is authorized under the Policy, S&P Ratings may accomplish such recovery using any of the following methods, alone or in combination:


1.	Canceling outstanding awards of Recoverable Pay, whether or not vested.


2.	Reducing the amount of Recoverable Pay that is otherwise payable to the Covered Individual under any compensatory plan, program, or arrangement maintained by S&P Ratings;


3.	Withholding future amounts of Recoverable Pay that otherwise would be provided under S&P’s usually applicable compensation programs and practices; and/or


4.	Seeking repayment directly from the Covered Individual.

S&P Ratings’ recovery of Recoverable Pay under this Policy using any of the foregoing methods will be subject to applicable law. In addition, S&P Ratings will make reasonable efforts to structure any recovery to avoid adverse tax consequences for the affected Covered Individual; thus, for example, S&P Ratings will not seek recovery against amounts of nonqualified deferred compensation to the extent that such recovery would result in the imposition of additional tax on a Covered Individual pursuant to Section 409A of the Internal Revenue Code (or any successor statute).


G.	Other Policy Provisions

The Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or right of offset against any Covered Individual that is (i) required pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (or any successor statute), (ii) required pursuant to any other statutory repayment requirement implemented at any time prior to or following the adoption of the Policy or (iii) contemplated by the terms of any S&P Ratings or MHF plan, program or agreement applicable to the Covered Individual.

NYDOCS01/1378711.16A 6

If any term of this Policy is found by a court of competent jurisdiction to be invalid or unenforceable as against public policy or for any other reason, such term shall remain in force and effect to the maximum extent allowable and all non-affected terms shall remain fully valid and enforceable.

NYDOCS01/1378711.16A 7

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/13/15	4, IRANNOTICE, SC 13G, SC 13G/A
	1/1/15
For Period end:	12/31/14	11-K, ARS
	10/1/14	4
	1/1/14
		List all Filings

8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/09/24  S&P Global Inc.                   10-K       12/31/23  118:19M
 2/10/23  S&P Global Inc.                   10-K       12/31/22  115:22M
 1/26/23  S&P Global Inc.                   S-4/A       1/25/23    3:639K                                   Donnelley … Solutions/FA
 1/26/23  S&P Global Inc.                   S-4/A       1/25/23    3:597K                                   Donnelley … Solutions/FA
 1/13/23  S&P Global Inc.                   S-4                   11:1.1M                                   Donnelley … Solutions/FA
 1/13/23  S&P Global Inc.                   S-4                   11:1.2M                                   Donnelley … Solutions/FA
 2/08/22  S&P Global Inc.                   10-K       12/31/21  111:19M
 2/09/21  S&P Global Inc.                   10-K       12/31/20  111:19M

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Filing Submission 0000064040-15-000004 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)