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material transactions with the Company in which “related persons” have a direct or indirect material interest. Related persons include any Director, nominee for Director, executive officer of the Company, any immediate family members of such persons, and any persons known by the Company to be beneficial owners of more than five percent of the Company’s voting securities. The term “transaction” is broadly defined under SEC rules to include any financial transaction, arrangement or relationship, including any in- debtedness transaction or guarantee of indebtedness.

Based on information available to us and provided to us by our Directors and executive officers and other than the items referred to be- low, we do not believe that there were any such material transactions in effect since January 1, 2014, or any such material transactions pro- posed to be entered into during 2015. For security reasons, during the period that Mr. Harold McGraw III served as our President and Chief Executive Officer, he was required to use Company provided aircraft for all air travel. Mr. McGraw’s arrangement as Non-Executive Chairman permitted him to continue to use, through May 16, 2014, Company provided air- craft under the same guidelines that applied to him prior to his retirement as President and Chief Executive Officer.

When using Company provided aircraft for per- sonal travel, Mr. McGraw was required to re- imburse the Company for the equivalent of first class commercial airfare for himself and for each passenger traveling with him. If the incremental cost of personal travel to the Company ex- ceeded $200,000 in any calendar year

(excluding, for this purpose, the cost of travel to Board meetings of third party companies), in lieu of reimbursement equivalent to first class com- mercial airfare, Mr. McGraw was required to reimburse the Company for the full incremental cost of such travel. Mr. McGraw and the Com- pany entered into an Aircraft Time Sharing Agreement, dated as of September 15, 2004,

which provided for such reimbursement. This Agreement was approved by the Compensation and Leadership Development Committee and the Nominating and Corporate Governance Committee of the Company’s Board of Directors. During 2014, Mr. McGraw made payments to the Company of $30,581 under this Agreement. On July 31, 2014, the Company completed the sale of its aircraft to Mr. Harold McGraw III for a purchase price of $20 million, which is modestly higher than an independent appraisal obtained by the Company. This transaction was approved by the Nominating and Corporate Governance Committee of the Company’s Board of Directors after consultation with members of the Financial Policy Committee.

On June 25, 2014, the Company repurchased 0.5 million shares of the Company’s common stock from the personal holdings of Mr. Harold McGraw III. The shares were purchased at a discount of 0.35% from the June 24, 2014 New York Stock Exchange closing price pursuant to a private transaction with Mr. McGraw. The Com- pany repurchased these shares with cash for $41 million at an average price of $82.66 per share. This transaction was approved by the Nominating and Corporate Governance Commit- tee of the Company’s Board of Directors after consultation with members of the Financial Policy Committee.

Mr. Whit McGraw, the son of Mr. Harold McGraw III, is employed by the Company as an executive in its S&P Capital IQ business unit. During 2014, Mr. Whit McGraw received cash compensation of $420,000 (which included a base salary of $200,000 and an incentive pay- ment of $220,000) as well as equity compensa- tion consisting of performance share units (“PSUs”) and stock options with an aggregate grant date fair value of $80,000. In addition, Mr. Whit McGraw participated in our employee benefit plans on the same basis as other sim- ilarly situated employees. His compensation (including base salary and long-term and short- term incentive opportunities) is reviewed on an annual basis in accordance with the Company’s regular pay practices.

In 2014, the Company’s Nominating and Corpo- rate Governance Committee reviewed and considered transactions with related persons under the Company’s written policy that requires the Committee to review and approve any related person transactions. Under the policy, as in effect during 2014, management presented to the Committee specific information with respect to any such transaction expected to be entered into or continued during that calendar year at the Committee’s first regularly scheduled meeting in 2014. After reviewing this information, the Com- mittee approved such transactions only if the fol- lowing two conditions were met: (1) the

transaction was in the best interests (or not inconsistent with the best interests) of the Com- pany and its shareholders; and (2) the transaction was entered or was proposed to be entered into by the Company on terms that were comparable to those that would be obtained in an arm’s- length transaction with an unrelated third party. The policy required any additional related person transactions proposed to be entered into sub- sequent to the Committee’s first 2014 meeting to be presented to the Committee for approval or ratification at a subsequent meeting of the Committee.

Effective as of February 25, 2015, the Company’s Board of Directors amended our related person transactions policy to provide that all related per- sons are required to promptly notify our Corpo- rate Secretary of any proposed related person transaction. Following notice to our Corporate Secretary, the proposed transaction is then pre- sented to the Nominating and Corporate Gover- nance Committee for its review and consideration at the next Committee meeting. Any ongoing and previously approved related person transactions will be reviewed by the Committee on an annual basis. In reviewing any proposed (or previously approved and ongoing) related person trans- action, the Committee must consider all relevant facts and circumstances, including, without limi- tation, the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to the Company, opportunity costs of al- ternate transactions, the materiality and character of the related person’s direct or indirect interest, and the actual or apparent conflict of interest of the related person. Approval of a related person transaction (or ratification of a previously ap- proved and ongoing related person transaction) will be given only if it is determined by the Committee that such transaction is in (or not in- consistent with) the best interests of the Com- pany and its shareholders.