MCGRAW HILL FINANCIAL INC (Form: S-4, Received: 10/30/2015 06:10:10)

State of Delaware

Secretary of State

Division of Corporations Delivered 04:59 PM 11/18/2008

FILED 04:56 PM 11/18/2008

SRV 081126721 - 4621989 FILE

As filed with the Securities and Exchange Commission on October 29, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

McGraw Hill Financial, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New York

7320

13-1026995

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

55 Water Street

New York, New York 10041

(212) 438-1000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Elizabeth O’Melia

Senior Vice President & Treasurer

McGraw Hill Financial, Inc.

55 Water Street

New York, New York 10041

(212) 438-1000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Joseph A. Hall

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price per Unit ⁽¹⁾	Proposed Maximum Aggregate Offering Price ⁽¹⁾	Amount of Registration Fee
2.500% Senior Notes due 2018	$400,000,000	100%	$400,000,000	$40,280
Guarantees of 2.500% Senior Notes due 2018	(2)	(2)	(2)	(2)
3.300% Senior Notes due 2020	$700,000,000	100%	$700,000,000	$70,490
Guarantees of 3.300% Senior Notes due 2020	(2)	(2)	(2)	(2)
4.000% Senior Notes due 2025	$700,000,000	100%	$700,000,000	$70,490
Guarantees of 4.000% Senior Notes due 2025	(2)	(2)	(2)	(2)
4.400% Senior Notes due 2026	$900,000,000	100%	$900,000,000	$90,630
Guarantees of 4.400% Senior Notes due 2026	(2)	(2)	(2)	(2)
Total	$2,700,000,000	—	$2,700,000,000	$271,890

⁽¹⁾	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933.

⁽²⁾	In accordance with Rule 457(n) under the Securities Act, no registration fee is payable with respect to the guarantees.

ADDITIONAL REGISTRANT

Exact Name of Registrant as

Specified in Its Charter

Address, Including Zip Code,
and Telephone Number,
Including Area Code

State or Other Jurisdiction of
Incorporation or Organization

Primary Standard
Industrial Classification Code
Number

I.R.S. Employer
Identification Number

Standard & Poor’s Financial Services LLC

c/o McGraw Hill

Financial, Inc.

55 Water Street
New York, New York 10041

(212) 438-1000

Delaware

7320

26-3740348

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (SUBJECT TO COMPLETION) DATED OCTOBER 29, 2015

McGraw Hill Financial, Inc.

Offer to Exchange

2.500% Senior Notes

due 2018

for

New 2.500% Senior Notes

due 2018

3.300% Senior Notes

due 2020

for

New 3.300% Senior Notes

due 2020

4.000% Senior Notes

due 2025

for

New 4.000% Senior Notes

due 2025

4.400% Senior Notes

due 2026

for

New 4.400% Senior Notes

due 2026

Guaranteed by Standard & Poor’s Financial Services LLC

We are offering to exchange:

•

up to $400,000,000 of our new 2.500% Senior Notes due 2018 (the “new 2018 notes”) for up to $400,000,000 of our existing 2.500% Senior Notes due 2018 (the “old 2018 notes”),

•

up to $700,000,000 of our new 3.300% Senior Notes due 2020 (the “new 2020 notes”) for up to $700,000,000 of our existing 3.300% Senior Notes due 2020 (the “old 2020 notes”),

•

up to $700,000,000 of our new 4.000% Senior Notes due 2025 (the “new 2025 notes”) for up to $700,000,000 of our existing 4.000% Senior Notes due 2025 (the “old 2025 notes”) and

•

up to $900,000,000 of our new 4.400% Senior Notes due 2026 (the “new 2026 notes”) for up to $900,000,000 of our existing 4.400% Senior Notes due 2026 (the “old 2026 notes”).

The new 2018 notes, new 2020 notes, new 2025 notes and new 2026 notes are collectively referred to as the “new notes” and the old 2018 notes, old 2020 notes, old 2025 notes and old 2026 notes are collectively referred to as the “old notes.” The new notes and the old notes are collectively referred to as the “notes.” The terms of the new notes are identical in all material respects to the terms of the old notes they are being offered in exchange for, except that the new notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the transfer restrictions and registration rights relating to the old notes do not apply to the new notes. The old notes are, and the new notes will be, fully and unconditionally guaranteed by Standard & Poor’s Financial Services LLC (the “subsidiary guarantor”), subject to customary release provisions in respect of the subsidiary guarantees as set forth in the indenture and supplemental indentures thereto governing the notes (collectively, the “indenture”).

To exchange your old notes for new notes:

•

You are required to make the representations described on page 20 to us.

•

You must contact a Depository Trust Company (“DTC”) participant to complete the book-entry transfer procedures described herein to exchange your old notes for new notes, or otherwise complete and send the letter of transmittal that accompanies this prospectus to the exchange agent, U.S. Bank National Association, by 5:00 pm., New York City time, on , 2015.

•

You should read the section captioned “The Exchange Offer” for further information on how to exchange your old notes for new notes.

See “ Risk Factors ” beginning on page 8 for a discussion of risk factors that should be considered by you prior to tendering your old notes in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

, 2015

TABLE OF CONTENTS


	Page
Notice to New Hampshire Residents		ii
Cautionary Statement Regarding Forward-Looking Statements		ii
Trademarks, Service Marks and Copyrights		iv
Summary		1
Risk Factors		8
Use of Proceeds		13
Ratio of Earnings to Fixed Charges		13
The Exchange Offer		14
Description of the New Notes		22
Material United States Tax Consequences of the Exchange Offer		31
Plan of Distribution		31
Validity of Securities		31
Experts		32
Where You Can Find More Information		32

About this Prospectus

We have not authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering the notes for exchange only in jurisdictions where such offers are permitted. The information contained in this prospectus is accurate only as of the date hereof, regardless of the time of delivery of this prospectus or of the exchange of the notes offered hereby.

Rather than repeat certain information in this prospectus that we have already included in reports filed with the Securities and Exchange Commission, this prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. See “Where You Can Find More Information.” You may obtain this information without charge by writing or telephoning us at the following address and telephone number:

Investor Relations

McGraw Hill Financial, Inc.

55 Water Street, New York, New York 10041

(212) 438-1000

If you would like to request copies of these documents, please do so by , 2015 (which is five business days before the scheduled expiration of the exchange offer) in order to receive them before the expiration of the exchange offer.

As used in this prospectus (except as otherwise provided herein or unless the context otherwise requires), all references to “McGraw Hill Financial,” the “Company,” “we,” “us” and “our” refer to McGraw Hill Financial, Inc. and its consolidated subsidiaries.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM SECURITIES ACT (“RSA 421-B”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT

THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; and the Company’s cost structure, dividend policy, cash flows or liquidity.

Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:

•

the impact of the acquisition of SNL Financial LC (“SNL”), including the impact on the Company’s results of operations; any failure to successfully integrate SNL into the Company’s operations and generate anticipated synergies and other cost savings; any failure to attract and retain key employees to execute SNL’s growth strategy; any failure to realize the intended tax benefits of the acquisition; and the risk of litigation, competitive responses, or unexpected costs, charges or expenses resulting from or relating to the SNL acquisition;

•

the rapidly evolving regulatory environment, in the United States and abroad, affecting Standard & Poor’s Ratings Services, Platts, S&P Dow Jones Indices, S&P Capital IQ, SNL and the Company’s other businesses, including new and amended regulations and the Company’s compliance therewith;

•

the outcome of litigation, government and regulatory proceedings, investigations and inquiries;

•

worldwide economic, financial, political and regulatory conditions;

•

the health of debt and equity markets, including credit quality and spreads, the level of liquidity and future debt issuances;

•

the level of interest rates and the strength of the credit and capital markets in the United States and abroad;

•

the demand and market for credit ratings in and across the sectors and geographies where the Company operates;

•

concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings;

•

the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, and the potential of a system or network disruption that results in regulatory penalties, remedial costs or improper disclosure of confidential information or data;

•

the effect of competitive products and pricing;

•

consolidation in the Company’s end-customer markets;

•

the impact of cost-cutting pressures across the financial services industry;

•

a decline in the demand for credit risk management tools by financial institutions;

•

the level of success of new product developments and global expansion;

•

the level of merger and acquisition activity in the United States and abroad;

•

the volatility of the energy marketplace;

•

the health of the commodities markets;

•

the impact of cost-cutting pressures and reduced trading in oil and other commodities markets;

•

the strength and performance of the domestic and international automotive markets;

•

the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates;

•

the level of restructuring charges the Company incurs;

•

the level of the Company’s capital investments;

•

the level of the Company’s future cash flows;

•

the Company’s ability to make acquisitions and dispositions and to integrate, and realize expected synergies, savings or benefits from the businesses it acquires;

•

the Company’s ability to successfully recover should it experience a disaster or other business continuity problem from a hurricane, flood, earthquake, terrorist attack, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event;

•

changes in applicable tax or accounting requirements; and

•

the Company’s exposure to potential criminal sanctions or civil penalties if it fails to comply with foreign and

•

U.S. laws and regulations that are applicable in the domestic and international jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia, Sudan and Syria, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions.

The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The

iii

Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section in the Company’s most recently filed Annual Report on Form 10-K and any subsequently filed Quarterly Report on Form 10-Q.

TRADEMARKS, SERVICE MARKS AND COPYRIGHTS

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks, tradenames and copyrights referred to in this prospectus are listed without the ^© , ^® and ^TM symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and tradenames.

SUMMARY

This summary highlights information presented in greater detail elsewhere in this prospectus or incorporated by reference herein. This summary is not complete and does not contain all the information you should consider before investing in the notes. You should carefully read this entire prospectus, including the information incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2014, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015 and the other incorporated documents, including “Risk Factors” herein and in such incorporated documents, as well as our consolidated financial statements, before investing in the notes.

Our Company

McGraw Hill Financial, Inc. is a leading benchmarks & ratings, analytics, data and research provider serving the global capital, commodities and commercial markets. The capital markets include asset managers, investment banks, commercial banks, exchanges, and issuers; the commodities markets include producers, traders and intermediaries within energy, metals, and agriculture; and the commercial markets include professionals and corporate executives within automotive and marketing / research information services. We serve our global customers through a broad range of products and services available through both third-party and proprietary distribution channels.

Corporate Information

We were incorporated in December 1925 under the laws of the state of New York. Our principal executive offices are located at 55 Water Street, New York, New York 10041. Our telephone number at this address is 212-438-1000.

Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our principal website is www.mhfi.com. The information contained on our website is not a part of this prospectus.

THE EXCHANGE OFFER

Securities offered

•

Up to $400,000,000 new 2.500% Senior Notes due 2018 (the “new 2018 notes”) for up to $400,000,000 existing 2.500% Senior Notes due 2018 (the “old 2018 notes”).

•

Up to $700,000,000 new 3.300% Senior Notes due 2020 (the “new 2020 notes”) for up to $700,000,000 existing 3.300% Senior Notes due 2020 (the “old 2020 notes”).

•

Up to $700,000,000 new 4.000% Senior Notes due 2025 (the “new 2025 notes”) for up to $700,000,000 existing 4.000% Senior Notes due 2025 (the “old 2025 notes”).

•

Up to $900,000,000 new 4.400% Senior Notes due 2026 (the “new 2026 notes”) for up to $900,000,000 existing 4.400% Senior Notes due 2026 (the “old 2026 notes”).

The new notes will be registered under the Securities Act.

The exchange offer

We are offering to issue the new notes in exchange for a like principal amount of your old notes. We are offering to issue the new notes to satisfy our obligations contained in the registration rights agreements entered into when the old notes were sold in transactions permitted by Rule 144A and Regulation S under the Securities Act and therefore not registered with the SEC. For procedures for tendering, see “The Exchange Offer.”

Tenders, expiration date, withdrawal

The exchange offer will expire at 5:00 p.m., New York City time on , 2015 unless it is extended. If you decide to exchange your old notes for new notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the new notes. If you decide to tender your old notes in the exchange offer, you may withdraw them at any time prior to , 2015. If we decide for any reason not to accept any old notes for exchange, your old notes will be returned without expense to you promptly after the exchange offer expires.

Federal income tax consequences

Your exchange of old notes for new notes in the exchange offer will not result in any income, gain or loss to you for U.S. federal income tax purposes. See “Material United States Federal Income Tax Consequences of the Exchange Offer.”

Use of proceeds

We will not receive any proceeds from the issuance of the new notes in the exchange offer.

Exchange agent

U.S. Bank National Association is the exchange agent for the exchange offer.

Failure to tender your old notes

If you fail to tender your old notes in the exchange offer, you will not have any further rights under the registration rights agreement relating to your old notes, including any right to require us to register your old notes or to pay you additional interest.

You will be able to resell the new notes without registering them with the SEC if you meet the requirements described below.

Based on interpretations by the SEC’s staff in no-action letters issued to third parties, we believe that new notes issued in exchange for old notes in the exchange offer may be offered for resale, resold or otherwise transferred by you without registering the new notes under the Securities Act or delivering a prospectus, unless you are a broker-dealer receiving securities for your own account, so long as:

•

you are not one of our “affiliates”, which is defined in Rule 405 of the Securities Act;

•

you acquire the new notes in the ordinary course of your business;

•

you do not have any arrangement or understanding with any person to participate in the distribution of the new notes; and

•

you are not engaged in, and do not intend to engage in, a distribution of the new notes.

If you are an affiliate of ours, or you are engaged in, intend to engage in or have any arrangement or understanding with respect to, the distribution of new notes acquired in the exchange offer, you (1) should not rely on our interpretations of the position of the SEC’s staff and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

If you are a broker-dealer and receive new notes for your own account in the exchange offer:

•

you must represent that you do not have any arrangement with us or any of our affiliates to distribute the new notes;

•

you must acknowledge that you will deliver a prospectus in connection with any resale of the new notes you receive from us in the exchange offer; the letter of transmittal states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act; and

•

you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of new notes received in exchange for old notes acquired by you as a result of market-making or other trading activities.

For a period of 90 days after the expiration of the exchange offer, we will make this prospectus available to any participating broker-dealer for use in connection with any resale described above.

SUMMARY DESCRIPTION OF THE NEW NOTES

The terms of the new notes and the old notes are identical in all material respects, except that the new notes have been registered under the Securities Act, and the transfer restrictions, registration rights and additional interest provisions relating to old notes do not apply to the new notes.

Issuer

McGraw Hill Financial, Inc.

Securities offered

•

$400.0 million aggregate principal amount of new 2018 notes

•

$700.0 million aggregate principal amount of new 2020 notes

•

$700.0 million aggregate principal amount of new 2025 notes

•

$900.0 million aggregate principal amount of new 2026 notes

Maturity dates

•

The new 2018 notes will mature on August 15, 2018.

•

The new 2020 notes will mature on August 14, 2020.

•

The new 2025 notes will mature on June 15, 2025.

•

The new 2026 notes will mature on February 15, 2026.

Interest payment dates

•

Interest on the new 2018 notes is payable on February 15 and August 15 of each year, beginning February 15, 2016. Interest on the new 2018 notes will accrue from August 18, 2015.

•

Interest on the new 2020 notes is payable on February 14 and August 14 of each year, beginning February 14, 2016. Interest on the new 2020 notes will accrue from August 18, 2015.

•

Interest on the new 2025 notes is payable on June 15 and December 15 of each year, beginning December 15, 2015. Interest on the new 2025 notes will accrue from May 26, 2015.

•

Interest on the new 2026 notes is payable on February 15 and August 15 of each year, beginning February 15, 2016. Interest on the new 2026 notes will accrue from August 18, 2015.

Guarantee

The notes will be guaranteed by our subsidiary Standard & Poor’s Financial Services LLC, the subsidiary guarantor.

Optional redemption

We may redeem all or any portion of any series of notes at our option at any time or from time-to-time at the redemption prices described under “Description of the New Notes—Optional Redemption.”

Change of control offer

If a Change of Control Triggering Event occurs, we must offer to repurchase the notes at the price set forth under “Description of the New Notes—Change of Control Triggering Event.”

Ranking

The notes will be our unsecured and unsubordinated debt and will rank equally and ratably among themselves and with our existing and future unsecured and unsubordinated debt.

The guarantee will be the subsidiary guarantor’s unsecured and unsubordinated debt and will rank equally and ratably with all of the subsidiary guarantor’s existing and future unsecured and unsubordinated debt.

As of June 30, 2015 and December 31, 2014, our non-guarantor subsidiaries had approximately $1.3 billion and $1.4 billion, respectively, of outstanding liabilities to third parties, all of which would effectively rank senior to the notes and the guarantee.

Covenants

We will issue the new notes under an indenture between us and U.S. Bank National Association, as Trustee. The indenture will, among other things, restrict our ability to:

•

incur certain liens securing debt; and

•

sell all or substantially all of our assets or merge or consolidate with or into other companies.

These covenants will be subject to a number of important exceptions and qualifications. For more details, see “Description of the New Notes.”

SELECTED FINANCIAL DATA

Set forth below is selected historical consolidated financial data of the Company at the dates and for the periods indicated. The selected historical consolidated financial data as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 have been derived from, and should be read together with, our audited consolidated financial statements and the related notes incorporated by reference in this prospectus. The selected historical consolidated financial data as of June 30, 2015 and for the six months ended June 30, 2015 and 2014 have been derived from, and should be read together with, our unaudited condensed consolidated interim financial statements and the related notes incorporated by reference in this prospectus. The unaudited financial data presented have been prepared on a basis consistent with our audited consolidated financial statements. In the opinion of management, such unaudited financial data reflect all adjustments necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2015 or any other period.


	Six Months Ended June 30,					Year Ended December 31,
	2015			2014		2014			2013			2012			2011			2010
	(unaudited)
	(in millions, except per share data)
Income Statement Data:
Revenue	$	2,615		$	2,498	$	5,051		$	4,702		$	4,270		$	3,762		$	3,419
Operating profit		1,083			896		113			1,358			1,170			1,052			1,004
Income from continuing operations before taxes on income		1,051	⁽¹⁾		868		54	⁽²⁾		1,299	⁽³⁾		1,089	⁽⁴⁾		975	⁽⁵⁾		921	⁽⁶⁾
Provision for taxes on income		340			290		245			425			388			364			336
Net (loss) income from continuing operations attributable to McGraw Hill Financial, Inc.		656			528		(293	)		783			651			592			568
(Loss) earnings per share from continuing operations attributable to the McGraw Hill Financial, Inc. common shareholders:
Basic		2.40			1.94		(1.08	)		2.85			2.33			1.98			1.84
Diluted		2.38			1.91		(1.08	)		2.80			2.29			1.95			1.82
Dividends per share		0.66			0.60		1.20			1.12			1.02			1.00			0.94
Special dividend declared per common share		—			—		—			—			2.50			—			—

Balance Sheet Data: ⁽⁷⁾
Working capital	$	973		$	741	$	(1	)	$	586		$	(1,018	)	$	(812	)	$	298
Total assets		6,013			6,057		6,771			6,025			5,085			4,066			4,620
Total debt		1,494			799		799			799			1,256			1,198			1,198
Redeemable non-controlling interest		810			810		810			810			810			—			—
Equity		815			1,489		539			1,344			840			1,584			2,292

⁽¹⁾

Includes the impact of a benefit related to legal settlement insurance recoveries of $80 million, partially offset by legal settlement charges of $34 million; restructuring charges of $21 million; and a gain of $11 million on the sale of our interest in a legacy McGraw Hill Construction investment.

⁽²⁾

Includes the impact of the following items: $1.6 billion of legal and regulatory settlements, restructuring charges of $86 million, and $4 million of professional fees largely related to corporate development activities.

⁽³⁾

Includes the impact of the following items: $77 million of legal settlements, $64 million charge for costs necessary to enable the separation of McGraw-Hill Education (“MHE”) and reduce our cost structure, a $36 million non-cash impairment charge related to the sale of our data center, a $28 million restructuring charge

in the fourth quarter primarily related to severance, $13 million related to terminating various leases as we reduce our real estate portfolio and a $24 million net gain from our dispositions.

⁽⁴⁾

Includes the impact of the following items: $135 million charge for costs necessary to enable the separation of MHE and reduce our cost structure, a $65 million restructuring charge, transaction costs of $15 million for our S&P Dow Jones Indices LLC joint venture, an $8 million charge related to a reduction in our lease commitments, partially offset by a vacation accrual reversal of $52 million.

⁽⁵⁾

Includes the impact of a $31 million restructuring charge and a $10 million charge for costs necessary to enable the separation of MHE and reduce our cost structure.

⁽⁶⁾

Includes the impact of the following items: a $16 million charge for subleasing excess space in our New York facilities, a $4 million restructuring charge and a $7 million gain on the sale of certain equity interests at Standard & Poor’s Ratings Services.

⁽⁷⁾

Excludes discontinued operations.

RISK FACTORS

In addition to the other information provided and incorporated by reference in this prospectus, you should carefully consider the risks described in this section. The risks described below are not the only risks that could adversely affect our business; other risks currently deemed immaterial or additional risks not currently known to us could also adversely affect us. These and other factors could have a material adverse effect on the value of your investment in our notes, meaning that you could lose all or part of your investment.

Note that this section includes forward-looking statements and future expectations as of the date of this prospectus. This discussion of risk factors should be read in conjunction with the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2014, as well as the other information that is incorporated by reference into this prospectus.

Risks Relating to the Exchange Offer

If you choose not to exchange your old notes in the exchange offer, the transfer restrictions currently applicable to your old notes will remain in force and the market price of your old notes could decline.

If you do not exchange your old notes for new notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the old notes as set forth in the prospectus distributed in connection with the private offering of the old notes. In general, the old notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreements entered into in connection with the private offerings of the old notes, we do not intend to register resales of the old notes under the Securities Act. The tender of old notes under the exchange offer will reduce the principal amount of the old notes outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the old notes due to a reduction in liquidity. Holders who do not tender their old notes will not have any further registration rights or any right to receive additional interest under the applicable registration rights agreement or otherwise.

You must follow the exchange offer procedures carefully in order to receive the new notes.

If you do not follow the procedures described in this prospectus, you will not receive any new notes. If you want to tender your old notes in exchange for new notes, you will need to contact a DTC participant to complete the book-entry transfer procedures, or otherwise complete and transmit a letter of transmittal, in each case described under “The Exchange Offer,” prior to the expiration date, and you should allow sufficient time to ensure timely completion of these procedures to ensure delivery. No one is under any obligation to give you notification of defects or irregularities with respect to tenders of old notes for exchange. In addition, there are no guaranteed delivery procedures available to you in connection with this exchange offer. For additional information, see the section captioned “The Exchange Offer” in this prospectus.

There are state securities law restrictions on the resale of the new notes.

In order to comply with the securities laws of certain jurisdictions, the new notes may not be offered or resold by any holder, unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and the requirements of such exemption have been satisfied. We currently do not intend to register or qualify the resale of the new notes in any such jurisdictions. However, generally an exemption is available for sales to registered broker-dealers and certain institutional buyers. Other exemptions under applicable state securities laws also may be available.

Risks Relating to the Notes

Our indebtedness could adversely affect our business, financial condition and results of operations, as well as our ability to meet our payment obligations under the notes and our other debt.

We have a significant amount of debt and debt service requirements. As of June 30, 2015, and after giving effect to the offering of the old notes, we would have had approximately $3.5 billion of outstanding long-term debt. This level of debt could have significant consequences on our future operations, including:

•

making it more difficult for us to meet our payment and other obligations under the notes and our other outstanding debt;

•

resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements, which event of default could result in all of our debt becoming immediately due and payable;

•

reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;

•

limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and

•

placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.

Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the notes and our other debt.

Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, or that future borrowings will be available to us under our existing or any future credit facilities or otherwise, in an amount sufficient to enable us to meet our payment obligations under the notes and our other debt and to fund other liquidity needs. If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, including the notes, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under the notes and our other debt.

Despite our current indebtedness levels, we may be able to incur substantially more debt. This could exacerbate further the risks associated with our leverage.

We and our subsidiaries may incur substantial additional indebtedness, including secured indebtedness, in the future. The terms of the indenture generally do not restrict us from doing so. In addition, the indenture will allow us to issue additional notes under certain circumstances, which will also be guaranteed by the subsidiary guarantor. Although the indenture places some limitations on our ability and the ability of our subsidiaries to create liens securing indebtedness, there are significant exceptions to these limitations that will allow us and our subsidiaries to secure significant amounts of indebtedness without equally and ratably securing the notes. If we or our subsidiaries incur secured indebtedness and such secured indebtedness is either accelerated or becomes subject to a bankruptcy, liquidation or reorganization, our and our subsidiaries’ assets would be used to satisfy obligations with respect to the indebtedness secured thereby before any payment could be made on the notes that are not similarly secured. Subject to certain limitations relating to creation of liens, the indenture also does not restrict our non-guarantor subsidiaries from incurring additional debt, which would be structurally senior to the notes. In addition, the indenture will not prevent us or our subsidiaries from incurring other liabilities that do not constitute indebtedness.

The guarantees may not be enforceable and, under specific circumstances, federal and state statutes may allow courts to void the guarantees and require holders of notes to return payments received from the subsidiary guarantor.

Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the guarantees could be deemed a fraudulent transfer if the subsidiary guarantor received less than a reasonably equivalent value in exchange for giving the guarantees, and one of the following is also true:

•

the subsidiary guarantor was insolvent on the date that it gave the guarantees or became insolvent as a result of giving the guarantees;

•

the subsidiary guarantor was engaged in a business or a transaction, or was about to engage in a business or a transaction, for which property remaining with the subsidiary guarantor was an unreasonably small capital; or the subsidiary guarantor intended to incur, or believed that it would incur, debts that would be beyond the subsidiary guarantor’s ability to pay as those debts matured.

The guarantees could also be deemed a fraudulent transfer if they were given with actual intent to hinder, delay or defraud any entity to which the subsidiary guarantor was or became, on or after the date the guarantees were given, indebted. The measures of insolvency for purposes of the foregoing considerations will vary depending upon the law applied in any proceeding with respect to the foregoing. Generally, however, the subsidiary guarantor would be considered insolvent if, at the time it incurred indebtedness:

•

the sum of its debts, including contingent liabilities, is greater than all its assets, at a fair valuation;

•

the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or it could not pay its debts as they become due.

We cannot predict:

•

what standard a court would apply in order to determine whether the subsidiary guarantor was insolvent as of the dates it issued the guarantees, or whether, regardless of the method of valuation, a court would determine that the subsidiary guarantor was insolvent on these dates; or

•

whether a court would determine that the payments under the guarantees would constitute fraudulent transfers or fraudulent conveyances on other grounds.

The indenture contains a “savings clause” intended to limit the subsidiary guarantor’s liability under its guarantees to the maximum amount that it could incur without causing the guarantees to be a fraudulent transfer under applicable law. We cannot assure you that this provision will be upheld as intended. For example, in 2009, the U.S. Bankruptcy Court in the Southern District of Florida in Official Committee of Unsecured Creditors of TOUSA, Inc. v. Citicorp N. Am., Inc. found this kind of provision in that case to be ineffective, and held the guarantee to be fraudulent transfers and voided them in their entirety.

If the guarantees by the subsidiary guarantor are deemed to be fraudulent transfers, they could be voided altogether, or they could be subordinated to all other debts of the subsidiary guarantor. In such case, any payment by the subsidiary guarantor pursuant to its guarantees could be required to be returned to the subsidiary guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor. If the guarantees are voided or held unenforceable for any other reason, holders of the notes would cease to have a claim against the subsidiary guarantor based on the guarantees and would be creditors only of the Company.

In addition, enforcement of the guarantees against the subsidiary guarantor will be subject to certain defenses available to guarantors and security providers generally. These laws and defenses include those that relate to fraudulent conveyance or transfer, voidable preference, corporate purpose or benefit, preservation of share capital, thin capitalization and regulations or defenses affecting the rights of creditors generally. If one or more of these laws and defenses are applicable, the subsidiary guarantor may have no liability or decreased liability under its guarantees.

Under the indenture, the change of control events that would require us to repurchase the notes are subject to a number of significant limitations, and change of control events that affect the market price of the notes may not give rise to any obligation to repurchase the notes.

Although we will be required under the indenture to make an offer to repurchase the notes upon the occurrence of a Change of Control Triggering Event, the term “Change of Control Triggering Event” is limited in its scope and does not include all change of control events that might affect the market value of the notes. In particular, we are required to repurchase the notes upon certain change of control events only if, as a result of such change of control event, the ratings of the notes are lowered below investment grade during the relevant “trigger period” and the rating agencies assigning such lowered ratings expressly link the reduction in rating to the change of control event. As a result, our obligation to repurchase the notes upon the occurrence of a change of control is limited and may not preserve the value of the notes in the event of a highly leveraged transaction, reorganization, merger or similar transaction.

We may be unable to purchase the notes upon a change of control.

The terms of the notes will require us to make an offer to repurchase the notes upon the occurrence of a Change of Control Triggering Event at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to the date of the purchase. The occurrence of a Change of Control Triggering Event would cause an event of default under our senior credit facilities and therefore could cause us to have to repay amounts outstanding thereunder, and any financing arrangements we may enter into in the future may also require repayment of amounts outstanding in the event of a Change of Control Triggering Event and therefore limit our ability to fund the repurchase of your notes pursuant to the Change of Control Offer. It is possible that we will not have sufficient funds, or be able to arrange for additional financing, at the time of the Change of Control Triggering Event to make the required repurchase of notes. If we have insufficient funds to repurchase all notes that holders tender for purchase pursuant to the Change of Control Offer, and we are unable to raise additional capital, an event of default would occur under the indenture. An event of default could cause any other debt that we may have at that time to become automatically due, further exacerbating our financial condition and diminishing the value and liquidity of the notes. We cannot assure you that additional capital would be available to us on acceptable terms, or at all. See “Description of the New Notes—Change of Control Triggering Event.”

Prior to this exchange offer, no public market existed for the notes.

Prior to completion of the exchange offer made hereby, there has been no public market for the notes. Although the initial purchasers of the old notes advised us that they intended to make a market in the notes as permitted by applicable law, the initial purchasers are not obligated to make a market for the notes and any market-making activities may be discontinued at any time at the sole discretion of the initial purchasers. Accordingly, there can be no assurance that an active market for the notes will develop. Moreover, even if a market for the notes does develop, the notes could trade at a substantial discount from their face amount. If a market for the notes does not develop, or if market conditions change, purchasers may be unable to resell the notes for an extended period of time, if at all. Consequently, a purchaser may not be able to liquidate its investment readily, and the notes may not be readily accepted as collateral for loans.

If a trading market does develop, changes in our credit ratings or the debt markets could adversely affect the market price of the notes.

The prices for the notes depend on many factors, including:

•

our credit ratings;

•

prevailing interest rates being paid by, or the market prices for notes issued by, other companies similar to us;

•

our financial condition, financial performance and prospects; and

•

the overall conditions of the general economy and the financial markets.

The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on the prices of the notes.

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the new notes. The new notes will be exchanged for old notes as described in this prospectus upon our receipt of old notes. We will cancel all of the old notes surrendered in exchange for the new notes.

Our net proceeds from the sale of the old notes were approximately $2.67 billion, after deduction of the initial purchasers’ discounts and commissions and other expenses of the offerings. We used the net proceeds from the sale of the old notes to finance our acquisition of SNL Financial LC and for general corporate purposes.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the periods indicated. The ratio of earnings to fixed charges was calculated by dividing earnings by fixed charges. Earnings were calculated by adding (1) income from continuing operations before taxes on income and (2) fixed charges. Fixed charges consist of (1) interest on debt and interest related to the sale leaseback of Rock-McGraw, Inc. (see Note 12—Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in our Annual Report on Form 10-K for the year ended December 31, 2014), (2) the portion of our rental expense deemed representative of the interest factor in rental expense, and (3) amortization of debt issue costs and discount to any indebtedness.


Six Months Ended June 30,	Year Ended December 31,
2015	2014	2013	2012	2011	2010
18.0	1.5	11.5	9.5	8.4	7.9

THE EXCHANGE OFFER

In the registration rights agreements between us, the subsidiary guarantor and the initial purchasers of the old notes, we agreed:

(1)

to file a registration statement with respect to an offer to exchange the old notes for a new issue of securities, with terms substantially the same as of the old notes but registered under the Securities Act, and to use our commercially reasonable efforts to cause such registration statement to be declared effective by the SEC; and

(2)

to use our commercially reasonable efforts to consummate the exchange offer and issue the new notes within 60 days after the registration statement is declared effective.

The registration rights agreements provide that if (1)(a) we have not exchanged new notes for all notes validly tendered in accordance with the terms of the exchange or, if a shelf registration statement is required and is not declared effective, on or prior to the 365th day after issuance of the notes or (b) we receive a request by an initial purchaser to file a shelf registration statement and it does not become effective by the later of the 365th day following the issuance of the notes or the 90th day following such request, or (2) if applicable, a shelf registration statement covering resales of the old notes has been declared effective and such shelf registration statement ceases to be effective or the prospectus contained therein ceases to be usable at any time during the required effectiveness period, and such failure to remain effective or be usable exists for more than 90 days in any 12-month period (whether or not consecutive) (the 91st such day, the “Trigger Date”), then additional interest shall accrue on the principal amount of the old notes that are “registrable securities” at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 0.50% per annum) commencing on (a) the 365th day following the issuance of the old notes, in the case of (1) above, or (b) the Trigger Date, in the case of (2) above, until the exchange offer is completed or the shelf registration statement is declared effective or the prospectus again becomes usable, as applicable, or such notes cease to be “registrable securities.” Once we complete this exchange offer, we will no longer be required to pay additional interest on the old notes.

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or acceptance of the exchange offer would violate the securities or blue sky laws of that jurisdiction. Furthermore, each holder of old notes that wishes to exchange their old notes for new notes in this exchange offer will be required to make certain representations as set forth herein.

Terms of the Exchange Offer; Period for Tendering Old Notes

This prospectus and the accompanying letter of transmittal contain the terms and conditions of the exchange offer. Upon the terms and subject to the conditions included in this prospectus and in the accompanying letter of transmittal, which together are the exchange offer, we will accept for exchange old notes which are properly tendered on or prior to the expiration date, unless you have previously withdrawn them.

•

When you tender to us old notes as provided below, our acceptance of the old notes will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus and in the accompanying letter of transmittal.

•

For each $2,000 principal amount of old notes (and $1,000 principal amount of old notes in excess thereof) surrendered to us in the exchange offer, we will give you $2,000 principal amount of new notes (and $1,000 principal amount of new notes in excess thereof). Outstanding notes may only be tendered in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

•

We will keep the exchange offer open for not less than 20 business days, or longer if required by applicable law, after the date that we first mail or send notice of the exchange offer to the holders of the

old notes. We are sending this prospectus, together with the letter of transmittal, on or about the date of this prospectus to all of the registered holders of old notes at their addresses listed in the trustee’s security register with respect to the old notes.

•

The exchange offer expires at 5:00 p.m., New York City time, on , 2015; provided, however, that we, in our sole discretion, may extend the period of time for which the exchange offer is open. The term “expiration date” means , 2015 or, if extended by us, the latest time and date to which the exchange offer is extended.

•

As of the date of this prospectus, there were outstanding $400,000,000 in aggregate principal amount of old 2018 notes, $700,000,000 in aggregate principal amount of old 2020 notes, $700,000,000 in aggregate principal amount of old 2025 notes and $900,000,000 in aggregate principal amount of old 2026 notes. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered.

•

Our obligation to accept old notes for exchange in the exchange offer is subject to the conditions that we describe in the section “—Conditions to the Exchange Offer” below.

•

We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any old notes, by giving oral or written notice of an extension to the exchange agent and notice of that extension to the holders as described below. During any extension, all old notes previously tendered will remain subject to the exchange offer unless withdrawal rights are exercised. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly following the expiration or termination of the exchange offer.

•

We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes that we have not yet accepted for exchange, if any of the conditions of the exchange offer specified below under “—Conditions to the Exchange Offer” are not satisfied. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change.

•

We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the old notes promptly. If we extend the expiration date, we will give notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to the Dow Jones News Service and/or similar services.

•

Holders of old notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

•

Old notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture, but will not be entitled to any further registration rights under the applicable registration rights agreement.

•

We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and the rules and regulations of the SEC thereunder.

•

By executing, or otherwise becoming bound by, the letter of transmittal, you will be making the representations described below to us. See “—Resales of the New Notes.”

Important rules concerning the exchange offer

You should note that:

•

All questions as to the validity, form, eligibility, time of receipt and acceptance of old notes tendered for exchange will be determined by us in our sole discretion, which determination shall be final and binding.

•

We reserve the absolute right to reject any and all tenders of any particular old notes not properly tendered or to not accept any particular old notes which acceptance might, in our judgment or the judgment of our counsel, be unlawful.

•

We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer. Unless we agree to waive any defect or irregularity in connection with the tender of old notes for exchange, you must cure any defect or irregularity within any reasonable period of time as we shall determine.

•

Our interpretation of the terms and conditions of the exchange offer as to any particular old notes either before or after the expiration date shall be final and binding on all parties.

•

Neither us, the subsidiary guarantor, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of old notes for exchange, nor shall any of them incur any liability for failure to give any notification.

Procedures for Tendering Old Notes

What to submit and how

If you, as the registered holder of an old note, wish to tender your old notes for exchange in the exchange offer, you must contact a DTC participant to complete the book-entry transfer procedures described below, or otherwise complete and transmit a properly completed and duly executed letter of transmittal to U.S. Bank National Association at the address set forth below under “Exchange Agent” on or prior to the expiration date.

In addition,

(1)

certificates for old notes must be received by the exchange agent along with the letter of transmittal, or

(2)

a timely confirmation of a book-entry transfer of old notes, if such procedure is available, into the exchange agent’s account at DTC using the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date.

The method of delivery of old notes, letters of transmittal and notices of guaranteed delivery is at your election and risk. If delivery is by mail, we recommend that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to ensure timely completion of these procedures to ensure delivery. No letters of transmittal or old notes should be sent to McGraw Hill Financial, Inc. or the subsidiary guarantor.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of old notes by causing DTC to transfer old notes into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program procedures for transfer. However, the exchange for the old notes so tendered will only be made after timely confirmation of book-entry transfer of old notes into the exchange agent’s account, and timely receipt by the exchange agent of

an agent’s message, transmitted by DTC and received by the exchange agent and forming a part of a book-entry confirmation. The agent’s message must state that DTC has received an express acknowledgment from the participant tendering old notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce the agreement against that participant.

Although delivery of old notes may be effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal, or a facsimile copy, properly completed and duly executed, with any required signature guarantees, must in any case be delivered to and received by the exchange agent at its address listed under “—Exchange Agent” on or prior to the expiration date.

If your old notes are held through DTC, you must complete a form called “instructions to registered holder and/or book-entry participant,” which will instruct the DTC participant through whom you hold your securities of your intention to tender your old notes or not tender your old notes. Please note that delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent and we will not be able to accept your tender of notes until the exchange agent receives a letter of transmittal and a book-entry confirmation from DTC with respect to your notes. A copy of the letter of transmittal is available from the exchange agent.

Letter of Transmittal Procedures

If your notes are not held through DTC, you must complete and transmit a properly completed and duly executed letter of transmittal to U.S. Bank National Association at the address set forth below under “Exchange Agent” on or prior to the expiration date. Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes being surrendered for exchange are tendered:

(1)

by a registered holder of the old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

(2)

for the account of an eligible institution.

If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be by any of the following eligible institutions:

•

a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc. or

•

a commercial bank or trust company having an office or correspondent in the United States.

If the letter of transmittal is signed by a person or persons other than the registered holder or holders of old notes, the old notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders that appear on the old notes and with the signature guaranteed.

If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or representative capacity, the person should so indicate when signing and, unless waived by us, proper evidence satisfactory to us of its authority to so act must be submitted.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Once all of the conditions to the exchange offer are satisfied or waived, we will accept, promptly after the expiration date, all old notes properly tendered and will issue the new notes promptly after the expiration of the exchange offer. See “—Conditions to the Exchange Offer” below. For purposes of the exchange offer, our giving

of oral or written notice of our acceptance to the exchange agent will be considered our acceptance of the exchange offer.

In all cases, we will issue new notes in exchange for old notes that are accepted for exchange only after timely receipt by the exchange agent of:

•

a timely book-entry confirmation of transfer of old notes into the exchange agent’s account at DTC using the book-entry transfer procedures described above, or

•

certificates for old notes and a properly completed and duly executed letter of transmittal.

If we do not accept any tendered old notes for any reason included in the terms and conditions of the exchange offer or if you submit certificates representing old notes in a greater principal amount than you wish to exchange, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC using the book-entry transfer procedures described below, non-exchanged old notes will be credited to an account maintained with DTC promptly following the expiration or termination of the exchange offer, or in the case of old notes tendered by transmitting a completed letter of transmittal, we will return any unaccepted or non-exchanged old notes without expense to the tendering holder.

Guaranteed Delivery Procedures

If you are a registered holder of old notes and you want to tender your old notes but your old notes are not immediately available, or time will not permit your old notes to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if

(1)

the tender is made through an eligible institution,

(2)

prior to the expiration date, the exchange agent receives, by facsimile transmission, mail or hand delivery, from that eligible institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, stating:

•

the name and address of the holder of old notes

•

the amount and series of old notes tendered, and

•

the tender is being made by delivering that notice and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates of all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, will be deposited by that eligible institution with the exchange agent, and

(3)

the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

Withdrawal Rights

You can withdraw your tender of old notes at any time on or prior to the expiration date.

For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses listed below under “Exchange Agent.” Any notice of withdrawal must specify:

•

the name of the person having tendered the old notes to be withdrawn;

•

the old notes to be withdrawn;

•

the principal amount of the old notes to be withdrawn;

•

if certificates for old notes have been delivered to the exchange agent, the name in which the old notes are registered, if different from that of the withdrawing holder;

•

if certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of those certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible institution; and

•

if old notes have been tendered using the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of that facility.

Please note that all questions as to the validity, form, eligibility and time of receipt of notices of withdrawal will be determined by us, and our determination shall be final and binding on all parties. Any old notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the exchange offer.

If you have properly withdrawn old notes and wish to re-tender them, you may do so by following one of the procedures described under “—Procedures for Tendering Old Notes” above at any time on or prior to the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer, if at any time before the acceptance of old notes for exchange or the exchange of the new notes for old notes, that acceptance or issuance would violate applicable law or any interpretation of the staff of the SEC.

That condition is for our sole benefit and may be asserted by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. Our rights described in the prior paragraph are ongoing rights which we may assert at any time and from time to time prior to the expiration of the exchange offer.

Exchange Agent

U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent, addressed as follows:

Deliver to:

By Mail or in Person

U.S. Bank National Association

Attention: Specialized Finance—Mike Tate

111 Filmore Avenue

St. Paul, MN 55107-1402

By Email or Facsimile Transmission (for Eligible Institutions Only)

Email: cts.specfinance@usbank.com

Fax: (651) 466-7367

For Information and to Confirm by Telephone

(800) 934-6802

Delivery to an address other than as listed above or transmission of instructions

via facsimile other than as listed above does not constitute a valid delivery.

Fees and Expenses

The principal solicitation is being made by delivering this prospectus to noteholders through the facilities of DTC; however, additional solicitation may be made by mail, telegraph, telephone or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any of our officers and employees who engage in soliciting tenders. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer.

The estimated cash expenses to be incurred in connection with the exchange offer, including legal, accounting, SEC filing, printing and exchange agent expenses, will be paid by us and are estimated in the aggregate to be approximately $750,000.

Transfer Taxes

Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

Resale of the New Notes

Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the new notes would in general be freely transferable after the exchange offer without further registration under the Securities Act. The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which was made available by the SEC on May 13, 1988, and the Morgan Stanley & Co. Incorporated letter, made available on June 5, 1991.

However, any purchaser of old notes who is an “affiliate” of McGraw Hill Financial, Inc. or the subsidiary guarantor or who intends to participate in the exchange offer for the purpose of distributing the new notes

(1)

will not be able to rely on the interpretation of the staff of the SEC;

(2)

will not be able to tender its old notes in the exchange offer; and

(3)

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless that sale or transfer is made using an exemption from those requirements.

By executing, or otherwise becoming bound by, the Letter of Transmittal each holder of the old notes will represent that:

(1)

it is not our “affiliate” or an affiliate of the subsidiary guarantor;

(2)

any new notes to be received by it were acquired in the ordinary course of its business; and

(3)

it has no arrangement or understanding with any person to participate, and is not engaged in and does not intend to engage, in the “distribution,” within the meaning of the Securities Act, of the new notes.

In addition, in connection with any resales of new notes, any broker-dealer participating in the exchange offer who acquired securities for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position in the

Shearman & Sterling no-action letter, which it made available on July 2, 1993, that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the new notes, other than a resale of an unsold allotment from the original sale of the old notes, with the prospectus contained in the exchange offer registration statement. Under the registration rights agreements, we are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use this prospectus as it may be amended or supplemented from time to time, in connection with the resale of new notes.

DESCRIPTION OF THE NEW NOTES

A description of the specific terms of the new notes is set forth below. The description is qualified in its entirety by reference to the base indenture, dated May 26, 2015, as supplemented by the first supplemental indenture, dated as of May 26, 2015 (in the case of the new 2025 notes) and the second supplemental indenture, dated as of August 18, 2015 (in the case of the new 2018 notes, the new 2020 notes and the new 2026 notes) (collectively, the “indenture”), among the Company, as issuer, Standard & Poor’s Financial Services LLC, as subsidiary guarantor, and U.S. Bank National Association, as trustee (the “trustee”) under which the new notes will be issued. The following description of the notes is only a summary of the material terms and does not purport to be complete. The Company urges you to read the indenture in its entirety because it, and not this description, will define your rights as a beneficial holder of the notes. The indenture is filed as exhibits to the registration statement of which this prospectus forms a part.

As used in this section “Description of the New Notes,” the term “Company” refers to McGraw Hill Financial, Inc. and not to the subsidiary guarantor or any of its other subsidiaries.

General

The new 2018 notes will mature on August 15, 2018, the new 2020 notes will mature on August 14, 2020, the new 2025 notes will mature on June 15, 2025 and the new 2026 notes will mature on February 15, 2026.

We will pay interest on the new 2018 notes at the rate of 2.500% per year semi-annually in arrears on February 15 and August 15 to holders of record on the preceding February 1 and August 1, respectively. We will pay interest on the new 2020 notes at a rate of 3.300% per year semi-annually in arrears on February 14 and August 14 to holders of record on the preceding January 31 and July 31, respectively. We will pay interest on the new 2025 notes at the rate of 4.000% per year semi-annually in arrears on June 15 and December 15 to holders of record on the preceding June 1 and December 1, respectively. We will pay interest on the new 2026 notes at a rate of 4.400% per year semi-annually in arrears on February 15 and August 15 to holders of record on the preceding February 1 and August 1, respectively. If interest or principal on the notes is payable on a day that is not a business day in The City of New York, we will make the payment on the next business day, and no interest will accrue as a result of the delay in payment.

The first interest payment date on the new 2018 notes is February 15, 2016. The first interest payment date on the new 2020 notes is February 14, 2016. The first interest payment date on the new 2025 notes is December 15, 2015. The first interest payment date on the new 2026 notes is February 15, 2016. Interest on the new 2018 notes, new 2020 notes and new 2026 notes will accrue from August 18, 2015. Interest on the new 2025 notes will accrue from May 26, 2015.

Interest will accrue on the basis of a 360-day year consisting of twelve 30-day months.

Further Issuances

We may, from time to time, without notice to or the consent of the holders of the notes, increase the principal amount of notes under the indenture and issue such increased principal amount (or any portion thereof), in which case any additional notes so issued will have the same form and terms (other than the date of issuance and, under certain circumstances, the date from which interest thereon will begin to accrue), and will carry the same right to receive accrued and unpaid interest, as the notes previously issued, and such additional notes will form a single series with the notes offered hereby, provided that if such additional notes are not fungible for United States federal income tax purposes, such additional notes will have a separate CUSIP number.

Guarantee

Payment of the principal of (and premium, if any, on) and interest on the notes, and all other amounts due under the indenture, will be fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the subsidiary guarantor, Standard & Poor’s Financial Services LLC.

The guarantee of the subsidiary guarantor will automatically terminate:

•

upon a sale or other disposition (including by way of consolidation or merger) of the subsidiary guarantor or the sale or disposition of all or substantially all the assets of the subsidiary guarantor (in each case other than to the Company or a person who, prior to such sale or other disposition, is an affiliate of the Company), or

•

upon defeasance or discharge of the notes, as described below.

Ranking

The notes will be our unsecured and unsubordinated debt and will rank equally and ratably among themselves and with our existing and future unsecured and unsubordinated debt.

Change of Control Triggering Event

If a Change of Control Triggering Event occurs, unless we have exercised our right to redeem the notes as described below under “—Optional redemption,” holders of notes will have the right to require us to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the notes. In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, we will be required to mail a notice to holders of notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the notes and described in such notice. We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the notes, we will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control provisions of the notes by virtue of such conflicts.

On the Change of Control Payment Date, we will be required, to the extent lawful, to:

(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased.

The paying agent will promptly mail to each holder of notes properly tendered the purchase price for the notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of any notes surrendered; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

We will not be required to make an offer to repurchase the notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all notes properly tendered and not withdrawn under its offer.

For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:

“ Below Investment Grade Rating Event ” means the notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect to a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee or us in writing at its or our request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“ Change of Control ” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of McGraw Hill Financial, Inc. and its subsidiaries taken as a whole to any person (as defined in the indenture, and in addition as that term is used in Section 13(d)(3) and Section 14(d)(2) of the Exchange Act) or group of related persons for purposes of Section 13(d) of the Exchange Act other than McGraw Hill Financial, Inc. or one of its subsidiaries;

(2) the approval by the holders of McGraw Hill Financial, Inc.’s common stock of any plan or proposal for the liquidation or dissolution of McGraw Hill Financial, Inc. (whether or not otherwise in compliance with the provisions of the indenture); or

(3) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of McGraw Hill Financial, Inc.’s voting stock.

“ Change of Control Triggering Event ” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“ Fitch ” means Fitch Ratings Ltd.

“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB-(or the equivalent) by Fitch and the equivalent by any other Rating Agency.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Rating Agencies ” means (1) Moody’s and Fitch; (2) if Moody’s or Fitch ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by us (as certified by a resolution of our Board of Directors) as a replacement agency for Moody’s or Fitch; and (3) at our option, any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by us (as certified by a resolution of our Board of Directors) to rate the notes.

Optional Redemption

On or after July 14, 2020 in the case of the new 2020 notes, March 15, 2025 in the case of the new 2025 notes and November 15, 2025 in the case of the new 2026 notes, such notes may be redeemed in whole at any time or in part from time to time, at our option, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.

Prior to August 15, 2018 in the case of the new 2018 notes, July 14, 2020 in the case of the new 2020 notes, March 15, 2025 in the case of the new 2025 notes and November 15, 2025 in the case of the new 2026 notes, the notes may be redeemed in whole at any time or in part from time to time, at our option, at a redemption price equal to the greater of:

•

100% of the principal amount of the notes then outstanding to be redeemed; or

•

the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus 25 basis points in the case of the new 2018 notes, 30 basis points in the case of the new 2020 notes, 30 basis points in the case of the new 2025 notes and 35 basis points in the case of the 2026 notes,

plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date.

“ Treasury rate ” means, with respect to any redemption date:

•

the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the comparable treasury issue (if no maturity is within three months before or after the remaining life (as defined below), yields for the two published maturities most closely corresponding to the comparable treasury issue will be determined and the treasury rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

•

if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the comparable treasury issue, calculated using a price for the comparable U.S. treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.

The treasury rate will be calculated on the third business day preceding the date fixed for redemption.

“ Comparable treasury issue ” means the U.S. treasury security selected by an independent investment banker as having a maturity comparable to the remaining term (“remaining life”) of the notes to be redeemed that

would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate notes of comparable maturity to the remaining term of such notes.

“ Comparable treasury price ” means (1) the average of five reference treasury dealer quotations for such redemption date, after excluding the highest and lowest reference treasury dealer quotations, or (2) if the independent investment banker obtains fewer than four such reference treasury dealer quotations, the average of all such quotations.

“ Independent investment banker ” means any of Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. or Morgan Stanley & Co. LLC (in the case of the new 2018 notes, the new 2020 notes and the new 2026 notes) or Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated or Mizuho Securities USA Inc. (in the case of the new 2025 notes), as specified by us, or if these firms are unwilling or unable to select the comparable treasury issue, an independent investment banking institution of national standing appointed by us, in our sole discretion.

“ Reference treasury dealer ” means (1) any of Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. or Morgan Stanley & Co. LLC and their respective successors (in the case of the new 2018 notes, the new 2020 notes and the new 2026 notes) or Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated or Mizuho Securities USA Inc. and their respective successors (in the case of the new 2025 notes), provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a “primary treasury dealer”), we will substitute therefor another primary treasury dealer and (2) any three other primary treasury dealers selected by us after consultation with the independent investment banker.

“ Reference treasury dealer quotations ” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the independent investment banker, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the independent investment banker at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

We will mail a notice of redemption to each holder of notes to be redeemed by first-class mail not less than 30 and not more than 60 days prior to the date fixed for redemption. Unless we default on payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption. If fewer than all of the notes are to be redeemed, the trustee will select, not more than 60 days prior to the redemption date, the particular notes or portions thereof for redemption from the outstanding notes not previously called by such method as the trustee deems fair and appropriate.

Certain Covenants

The indenture contains the following covenants in respect of the notes offered hereby.

Limitation on liens

We covenant in the indenture that we will not create, assume, incur or guarantee any indebtedness for money borrowed (referred to as “Debt”) secured by a lien on any of our properties or assets without providing that the notes will be secured equally and ratably with such Debt for so long as such Debt will be so secured, unless the aggregate principal amount of such secured Debt then outstanding does not exceed an amount equal to 10% of our total consolidated assets as of the end of the most recent quarter, as set forth on our most recently filed quarterly report on Form 10-Q or annual report on Form 10-K.

The restrictions do not apply to Debt that is secured by:

•

liens existing, in the case of any notes, on the date such notes are issued (i.e., May 26, 2015 in the case of the new 2025 notes and August 18, 2015 in the case of the new 2018 notes, the new 2020 notes and the new 2026 notes);

•

liens on any property or any indebtedness of a person existing at the time the person becomes a subsidiary (whether by acquisition, merger or consolidation);

•

certain liens in favor of or required by contracts with governmental entities;

•

liens in favor of us or our subsidiaries;

•

liens existing at the time of acquisition of the assets secured thereby and purchase money liens;

•

liens on any property to secure all or part of the cost of improvements or construction thereon or indebtedness incurred to provide funds for such purpose in a principal amount not exceeding 110% of the cost of such improvements or constructions;

•

liens on shares of stock, indebtedness or other securities of a person that is not a subsidiary of ours; and

•

extensions, renewals or replacements of any of the foregoing types of liens.

Limitation on consolidation, merger, conveyance or transfer on certain terms

We shall not consolidate with or merge into any other person or convey or transfer our properties and assets substantially as an entirety to any person, unless:

(1) any successor or purchaser is a corporation, partnership or trust organized under the laws of the United States of America, any State or the District of Columbia;

(2) the person formed by such consolidation or into which we are merged or the person which acquires by conveyance or transfer our properties and assets substantially as an entirety shall expressly assume, by supplemental indenture, executed and delivered to the trustee, in form satisfactory to the trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the notes and the performance of every covenant of the indenture (as supplemented from time to time) on our part to be performed or observed;

(3) immediately after giving effect to such transaction, no event of default, and no event that, after notice or lapse of time, or both, would become an event of default, shall have occurred and be continuing; and

(4) we have delivered to the trustee an officers’ certificate and an opinion of counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this paragraph and that all conditions precedent provided for relating to such transaction have been complied with.

Upon any consolidation or merger, or any conveyance or transfer of our properties and assets, substantially as an entirety as set forth above, the successor person formed by such consolidation or into which we are merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power we have under the indenture with the same effect as if such successor had been named, in the indenture. In the event of any such conveyance or transfer, we as the predecessor shall be discharged from all obligations and covenants under the indenture and the notes and may be dissolved, wound up or liquidated at any time thereafter.

Subject to the foregoing, the indenture and the notes do not contain any covenants or other provisions designed to afford holders of notes protection in the event of a recapitalization or highly leveraged transaction involving us.

Events of Default, Notice and Waiver

The indenture provides that, if an event of default specified therein with respect to any series of notes issued thereunder shall have occurred and be continuing, either the trustee thereunder or the holders of 25% in aggregate

principal amount of the outstanding notes of such series (or 25% in aggregate principal amount of all outstanding notes under the indenture, in the case of certain events of default affecting all series of notes under the indenture) may declare the principal of all the notes of such series to be due and payable.

Events of default in respect of any series are defined in the indenture as being:

•

default for 30 days in payment of any interest installment with respect to such series;

•

default in payment of principal of, or premium, if any, on, or any sinking fund or analogous obligation with respect to, notes of such series when due at their stated maturity, by declaration or acceleration, when called for redemption or otherwise;

•

default for 90 days after written notice to us by the trustee thereunder or by holders of 25% in aggregate principal amount of the outstanding notes (excluding any subordinated indebtedness) of such series in the performance, or breach, of any covenant pertaining to notes of such series;

•

the guarantee ceases to be in full force and effect (other than by reason of the release of the guarantee in accordance with the terms of the indenture) or is declared null and void in a judicial proceeding or the subsidiary guarantor denies or disaffirms its obligations under the indenture or its guarantee;

•

certain events of bankruptcy, insolvency and reorganization with respect to us or the entry of an order ordering the winding up or liquidation of our affairs; and

•

any other events of default as may be specified in such series.

The indenture provides that the trustee thereunder will, within 90 days after the occurrence of a default with respect to the notes of any series, give to the holders of the notes of such series notice of all uncured and unwaived defaults known to it; provided, however, that, except in the case of default in the payment of principal of, premium, if any, or interest, if any, on any of the notes of such series, the trustee thereunder will be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of the holders of the notes of such series. The term “default” for the purpose of this provision means any event that is, or after notice or lapse of time or both would become, an event of default with respect to notes of such series.

The indenture contains provisions entitling the trustee, subject to the duty of the trustee during an event of default to act with the required standard of care, to be indemnified to its reasonable satisfaction by the holders of the notes before proceeding to exercise any right or power under the indenture at the request of holders of the notes.

The indenture provides that the holders of a majority in aggregate principal amount of the outstanding notes of any series may direct the time, method and place of conducting proceedings for remedies available to the trustee or exercising any trust or power conferred on the trustee in respect of such series, subject to certain conditions.

In certain cases, the holders of a majority in principal amount of the outstanding notes of any series may waive, on behalf of the holders of all notes of such series, any past default or event of default with respect to the notes of such series except, among other things, a default not theretofore cured in payment of the principal of, or premium, if any, or interest, if any, on any of the notes of such series or payment of any sinking or purchase fund or analogous obligations with respect to such notes.

The indenture includes a covenant that we will file annually with the trustee a certificate of no default or specifying any default that exists.

Modification of the Indenture

We, the subsidiary guarantor and the trustee may, without the consent of the holders of the notes, enter into indentures supplemental to the indenture for, among others, one or more of the following purposes:

(1) to evidence the succession of another person to us, and the assumption by such successor of our company’s obligations under the indenture and the notes of any series relating thereto;

(2) to add to our covenants or to surrender any of our rights or powers for the benefit of the holders of notes of any or all series, unless to do so would adversely affect the rights of the holders of notes of any series in any material respect;

(3) to cure any ambiguity, or correct any inconsistency in the indenture; or to make any other provisions with respect to matters or questions arising under the indenture unless to do so would adversely affect the rights of the holders of notes of any series in any material respect;

(4) to add to the indenture any provisions that may be expressly permitted by the Trust Indenture Act of 1939, as amended (the “TIA”), excluding the provisions referred to in Section 316(a)(2) of the TIA as in effect at the date as of which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted;

(5) to establish the form or terms of any series of notes, to provide for the issuance of any series of notes and/or to add to the rights of the holders of notes;

(6) to evidence and provide for the acceptance of any successor Trustee with respect to one or more series of notes or to add or change any of the provisions of the indenture as shall be necessary to facilitate the administration of the trusts thereunder by one or more trustees in accordance with the indenture;

(7) to provide any additional events of default unless to do so would adversely affect the rights of the holders of notes of any series in any material respect;

(8) to provide for uncertificated securities in addition to or in place of certificated securities; provided that the uncertificated securities are issued in registered form for certain Federal tax purposes;

(9) to add any additional subsidiary guarantor of the notes or to release the Guarantor or any other subsidiary guarantor of the notes in accordance with the terms of the indenture;

(10) to conform the notes to the description thereof in the offering memoranda under which they were originally offered;

(11) to secure any series of notes pursuant to the indenture’s limitation on liens; and

(12) to make any change necessary to comply with any requirement of the SEC in connection with the qualification of the indenture or any supplemental indenture under the TIA.

The indenture contains provisions permitting us, the subsidiary guarantor and the trustee, with the consent of the holders of a majority in principal amount of the outstanding notes of all series to be affected voting as a single class, to execute a supplemental indenture for the purpose of adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the notes of such series to be affected, except that no such supplemental indenture may, without the consent of the holders of affected notes, among other things:

(1) change the fixed maturity of any notes; or

(2) reduce the principal amount thereof; or

(3) reduce the rate or extend the time of payment of interest thereon; or

(4) impair the right of a holder to institute suit for payment on any notes.

Defeasance

The indenture provides that we at our option,

(a) will be discharged from any and all obligations in respect of any series of notes (except in each case for certain obligations to register the transfer or exchange of notes, replace stolen, lost or mutilated notes, maintain paying agencies and hold moneys for payment in trust) or

(b) need not comply with the covenants described above under “Certain Covenants” and certain events of default (other than those arising out of the failure to pay interest or principal on the notes of a particular series and certain events of bankruptcy, insolvency and reorganization) will no longer constitute events of default with respect to such series of notes, in each case if we deposit with the trustee, in trust, money or the equivalent in securities of the government which issued the currency in which the notes are denominated or government agencies backed by the full faith and credit of such government, or a combination thereof, which through the payment of interest thereon and principal thereof in accordance with their terms will provide money in an amount sufficient to pay all the principal (including any mandatory sinking fund payments) of, and interest on, such series on the dates such payments are due in accordance with the terms of such series.

To exercise any such option, we are required, among other things, to deliver to the trustee an opinion of counsel to the effect that

(i) the deposit and related defeasance would not cause the beneficial owners of such series to recognize income, gain or loss for Federal income tax purposes and, such opinion, in the case of a discharge pursuant to clause (a), is accompanied by a ruling to such effect received from or published by the United States Internal Revenue Service or, since the date of this offering, there has been a change in the applicable Federal income tax law and

(ii) the creation of the defeasance trust will not violate the Investment Company Act of 1940, as amended.

In addition, we are required to deliver to the trustee an officers’ certificate stating that such deposit was not made by us with the intent of preferring the holders over other creditors of ours or with the intent of defeating, hindering, delaying or defrauding our creditors or others.

Concerning the Trustee

U.S. Bank National Association is the trustee under the indenture and is also the registrar and paying agent of the notes. The rights and duties of the trustee shall be as provided by the TIA, and as set forth in the indenture.

The trustee is permitted to become the owner or pledgee of notes and may otherwise deal with us and our affiliates.

Governing Law

The laws of the State of New York shall govern the indenture and the notes, without regard to conflicts of law principles thereof.

MATERIAL UNITED STATES TAX CONSEQUENCES OF THE EXCHANGE OFFER

The exchange of old notes for new notes in the exchange offer will not result in any United States federal income tax consequences to holders. When a holder exchanges an old note for a new note in the exchange offer, the holder will have the same adjusted basis and holding period in the new note as in the old note immediately before the exchange.

PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any resale of new notes received by it in exchange for old notes.

We will not receive any proceeds from any sale of new notes by broker-dealers.

New notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions

•

in the over-the-counter market;

•

in negotiated transactions;

•

through the writing of options on the new notes; or

•

a combination of those methods of resale

at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices.

Any such resale may be made:

•

directly to purchasers; or

•

to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any such new notes.

Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of those new notes may be considered to be an “underwriter” within the meaning of the Securities Act. Any profit on any resale of those new notes and any commission or concessions received by any such persons may be considered to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be considered to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

VALIDITY OF SECURITIES

The validity of the new notes and the related guarantees will be passed on for us by Davis Polk & Wardwell LLP, New York, New York.

EXPERTS

The consolidated financial statements of McGraw Hill Financial, Inc. at December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014 (including the schedule), appearing in McGraw Hill Financial, Inc.’s Current Report on Form 8-K, dated October 29, 2015, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. The effectiveness of McGraw Hill Financial Inc.’s internal control over financial reporting as of December 31, 2014 has also been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report included in McGraw Hill Financial, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014 and incorporated herein by reference. Such consolidated financial statements and McGraw Hill Financial, Inc. management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2014 are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

With respect to the unaudited condensed consolidated interim financial information of McGraw Hill Financial, Inc. for the three-month periods ended March 31, 2015, March 31, 2014, June 30, 2015 and June 30, 2014, and for the six-month periods ended June 30, 2015 and June 30, 2014, incorporated by reference in this Registration Statement, Ernst & Young LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports, dated April 28, 2015, included in McGraw Hill Financial, Inc.’s Quarterly Report on Form 10-Q, and dated July 27, 2015 (except Note 15, as to which the date is October 29, 2015), included in McGraw Hill Financial, Inc.’s Current Report on Form 8-K, dated October 29, 2015, and incorporated by reference herein, state that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Ernst & Young LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 (the “Act”) for their reports on the unaudited interim financial information, because those reports are not a “report” or a “part” of the Registration Statement prepared or certified by Ernst & Young LLP within the meaning of Sections 7 and 11 of the Act.

The consolidated financial statements of SNL Financial LC as of and for the year ended December 31, 2014 appearing in the Form 8-K of McGraw Hill Financial, Inc. dated October 29, 2015, have been audited by Deloitte & Touche LLP, independent auditors, as set forth in their report thereon included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to our offering of the new notes. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to us and the new notes, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement, including the exhibits and schedules thereto, may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You can also read and copy these materials at the SEC’s Public Reference Room. The SEC also maintains an Internet site that contains information we have filed electronically with the SEC, which you can access over the Internet at http://www.sec.gov.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and all documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or after the date of this prospectus and prior to the termination of the exchange offer under this prospectus and any prospectus supplement (other than, in each case, documents or information deemed to have been furnished and not filed).

•

Annual Report on Form 10-K for the year ended December 31, 2014

•

Definitive Proxy Statement on Schedule 14A for our 2015 Annual Meeting of Shareholders filed with the SEC on March 18, 2015 (but only the information set forth therein that is incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2014)

•

Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015; and

•

Current Reports on Form 8-K or Form 8-K/A filed with the SEC on January 21, 2015, February 3, 2015, February 17, 2015, February 25, 2015, April 17, 2015, April 20, 2015, May 4, 2015, May 20, 2015, May 26, 2015, July 1, 2015, July 27, 2015 (excluding the information furnished pursuant to Items 2.02 and 7.01 and the related Exhibit 99.1), July 29, 2015, August 13, 2015, August 14, 2015, August 18, 2015, September 1, 2015, September 8, 2015, September 28, 2015 and October 29, 2015.

You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

Investor Relations

McGraw Hill Financial, Inc.

55 Water Street

New York, New York 10041

(212) 438-1000

If for any reason we are not required to comply with the reporting requirements of the Exchange Act, we are still required under the indenture to furnish the holders of the notes with the information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. In addition, we have agreed that, for so long as any notes remain outstanding, we will furnish to the holders of the notes and to securities analysts and prospective investors, upon their request, the information required to be delivered by Rule 144A(d)(4) under the Securities Act.

McGraw Hill Financial, Inc.

Offer to Exchange


2.500% Senior Notes due 2018 for New 2.500% Senior Notes due 2018		3.300% Senior Notes due 2020 for New 3.300% Senior Notes due 2020		4.000% Senior Notes due 2025 for New 4.000% Senior Notes due 2025		4.400% Senior Notes due 2026 for New 4.400% Senior Notes due 2026

Guaranteed by Standard & Poor’s Financial Services LLC

Until , 2015 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS

, 2015

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The purchase agreements under which the old notes were originally issued and sold provide for indemnification of directors (or managers) and officers of each registrant against certain liabilities by the initial purchasers of such old notes. In addition, the registration rights agreements filed as Exhibits (4.10) and (4.11) to this Registration Statement provide for indemnification of directors (or managers) and officers of each registrant against certain liabilities by holders of the old notes.

(a) McGraw Hill Financial, Inc.

Reference is made to Sections 721 to 725 of the New York Business Corporation Law (“NYBCL”) which provide for indemnification of directors and officers, subject to certain limitations, for liabilities and expenses in connection with actions or proceedings involving them in such capacity. Pursuant to Section 721 of the NYBCL, no indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the results of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Section 402(b) of the NYBCL permits a certificate of incorporation to set forth a provision limiting or eliminating the personal liability of directors to a corporation or its shareholders for damages for any breach of duty in such capacity, provided that no such provision shall eliminate or limit the liability of a director (i) if a judgment or other final adjudication adverse to him or her establishes that his or her acts were in bad faith or involved intentional misconduct or a knowing violation of law or (ii) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, or (iii) in certain other cases specified in Section 719 of the NYBCL.

Article ELEVENTH of the Company’s Amended Certificate of Incorporation and Article IV-B of the By-Laws provide that, except to the extent limitation of liability or indemnification is not permitted by applicable law: (i) a director or officer of the Company shall not be liable to the Company or any of its shareholders for damages for any breach of duty in such capacity, and (ii) the Company shall fully indemnify any person made, or threatened to be made a party to an action or proceeding, whether civil or criminal, including an investigative, administrative or legislative proceedings, and including an action by or in the right of the Company or any other enterprise, by reason of the fact that the person is or was a director or officer of the Company, or is or was serving at the request of the Company any other enterprise as a director, officer or in any other capacity, against any and all damages incurred as a result of or in connection with such action or proceeding, or any appeal thereof and, except in the case of an action or proceeding specifically approved by the Board of Directors of the Company, the Company shall pay expenses incurred by or on behalf of such person in defending such action or proceeding or any appeal thereof in advance of the final disposition thereof promptly upon receipt by the Company, from time to time, of a written demand of the person for the advancement, together with an undertaking by or on behalf of the person to repay any expenses so advanced to the extent that the person is ultimately found not to be entitled to indemnification for the expenses.

As permitted by Section 726 of the NYBCL, the Company has insurance (a) to indemnify the Company for obligations it incurs for indemnification of its directors and officers, and (b) to indemnify directors and officers of the Company for losses, costs and expenses incurred by them in actions brought against them in connection with their acts as directors or officers for which they are not indemnified by the Company. No insurance payment, other than cost of defense, may be made to any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The Company may also purchase insurance coverage the directors and officers of the Company against certain liabilities that could arise in connection with administration of the Company’s employee benefit plans.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Act”), may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted against the Company by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(b) Standard & Poor’s Financial Services LLC

Under the Amended and Restated Limited Liability Company Agreement of Standard & Poor’s Financial Services LLC dated November 20, 2013, none of the managers or officers of the subsidiary guarantor will be liable to the subsidiary guarantor, any member of the subsidiary guarantor or any other person that has an interest in the subsidiary guarantor , for any loss, liability, damages, cost or expense incurred by reason of any act or omission performed or omitted by such manager or officer in good faith on behalf of the subsidiary guarantor and in a manner reasonably believed to be within the scope of the authority conferred on such manager or officer by such agreement, as long as such acts or omissions of such manager or officer are not found by a court of competent jurisdiction upon entry of a final and non-appealable judgment to constitute fraud or willful misconduct. Further, each manager, officer and employee of the subsidiary guarantor is entitled to indemnification by the subsidiary guarantor to the same extent and on the same terms and conditions as provided by the Company to its directors, officers, and employees pursuant to the Company’s by-laws, or as may be set forth in any other legal instrument relating to the indemnification of the employees of the Company, to the fullest extent permitted by the NYBCL, as described above under “—(a) McGraw Hill Financial, Inc .”

The subsidiary guarantor has insurance to indemnify managers and officers of the subsidiary guarantor for losses, costs and expenses incurred by them in actions brought against them in connection with their acts as managers or officers for which they are not indemnified by the Company or the subsidiary guarantor. No insurance payment, other than cost of defense, may be made to any manager or officer if a judgment or other final adjudication adverse to the manager or officer establishes that his or her acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Insofar as indemnification for liabilities arising under the Act may be permitted to managers, officers and controlling persons of the subsidiary guarantor pursuant to the foregoing provisions, or otherwise, the subsidiary guarantor has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company or the subsidiary guarantor of expenses incurred or paid by a manager, officer or controlling person of the subsidiary guarantor in the successful defense of any action, suit or proceeding) is asserted against the subsidiary guarantor by such manager, officer or controlling person in connection with the securities being registered, the subsidiary guarantor will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits. Reference is made to the Index of Exhibits filed as part of this registration statement.

(b) Financial Statement Schedules. Reference is made to the financial statements or notes thereto incorporated by reference in the prospectus to which the registration statement relates.

Item 22. Undertakings

(a) Each of the undersigned hereby undertakes:

(1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(4) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such

purchaser by means of any of the following communications, each of the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) Each of the undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) Each of the undersigned hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction , and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, McGraw Hill Financial, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on October 29, 2015.


McGRAW HILL FINANCIAL, INC.

By:		/s/ Elizabeth O’Melia
		Name: Elizabeth O’Melia
		Title: Senior Vice President & Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jack F. Callahan, Jr., Elizabeth O’Melia and Scott L. Bennett, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.


Signature	Title	Date

/s/ Douglas L. Peterson Douglas L. Peterson	President and Chief Executive Officer, Director (Principal Executive Officer)	October 29, 2015

/s/ Jack F. Callahan, Jr. Jack F. Callahan, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	October 29, 2015

/s/ Robert J. MacKay Robert J. MacKay	Senior Vice President and Corporate Controller (Principal Accounting Officer)	October 29, 2015

/s/ Charles E. Haldeman, Jr. Charles E. Haldeman, Jr.	Chairman of the Board and Director	October 29, 2015

/s/ Sir Winfried F.W. Bischoff Sir Winfried F.W. Bischoff	Director	October 29, 2015

/s/ William D. Green William D. Green	Director	October 29, 2015

/s/ Rebecca Jacoby Rebecca Jacoby	Director	October 29, 2015


Signature	Title	Date

/s/ Robert P. McGraw Robert P. McGraw	Director	October 29, 2015

/s/ Hilda Ochoa-Brillembourg Hilda Ochoa-Brillembourg	Director	October 29, 2015

/s/ Sir Michael Rake Sir Michael Rake	Director	October 29, 2015

/s/ Edward B. Rust, Jr. Edward B. Rust, Jr.	Director	October 29, 2015

/s/ Kurt L. Schmoke Kurt L. Schmoke	Director	October 29, 2015

/s/ Sidney Taurel Sidney Taurel	Director	October 29, 2015

/s/ Richard E. Thornburgh Richard E. Thornburgh	Director	October 29, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Standard & Poor’s Financial Services LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on October 29, 2015.


STANDARD & POOR’S FINANCIAL SERVICES LLC

By:		/s/ John L. Berisford
		Name: John L. Berisford
		Title: Acting President


Signature	Title	Date

/s/ John L. Berisford John L. Berisford	Acting President, Chairman (Principal Executive Officer)	October 29, 2015

/s/ Jack F. Callahan, Jr. Jack F. Callahan, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	October 29, 2015

/s/ Robert J. MacKay Robert J. MacKay	Senior Vice President and Corporate Controller (Principal Accounting Officer)	October 29, 2015

/s/ Duncan P. Hennes Duncan P. Hennes	Manager	October 29, 2015

/s/ Sharon Meadows Sharon Meadows	Manager	October 29, 2015

/s/ Edward Curtis Moulton Edward Curtis Moulton	Manager	October 29, 2015

/s/ Jeffrey Shafer Jeffrey Shafer	Manager	October 29, 2015

/s/ Gary Stern Gary Stern	Manager	October 29, 2015

EXHIBIT INDEX


Exhibit Number		Description

(2.1)		Purchase and Sale Agreement between the Company, McGraw-Hill Education LLC, various sellers named therein and MHE Acquisition, LLC, dated November 26, 2012 (“Sale Agreement”), incorporated by reference from the Company’s Form 8-K filed November 26, 2012.

(2.2)		Amendment No. 1 to Sale Agreement, dated March 4, 2013, incorporated by reference from the Company’s Form 8-K filed March 5, 2013.

(2.3)		Agreement and Plan of Merger, dated as of July 24, 2015, among the Company, Venus Sub LLC, SNL Financial LC, and New Mountain Partners III (AIV-C), L.P., incorporated by reference from the Company’s Form 8-K filed July 29, 2015.

(3.1)		Restated Certificate of Incorporation of the Company, incorporated by reference from the Company’s Form 8-K filed April 28, 2011.

(3.2)		Certificate of Amendment of the Certificate of Incorporation of the Company, dated May 1, 2013, incorporated by reference from the Company’s Form 8-K filed May 1, 2013.

(3.3)		Certificate of Change of the Certificate of Incorporation of the Company, incorporated by reference from the Company’s Form 8-K filed on July 1, 2015.

(3.4)		By-Laws of the Company, dated February 26, 2014, incorporated by reference from the Company’s Form 8-K filed February 26, 2014.

(3.5)*		Certificate of Formation of Standard & Poor’s Financial Services LLC.

(3.6)*		Amended and Restated Limited Liability Company Agreement of Standard & Poor’s Financial Services LLC, dated as of November 20, 2013.

(4.1)		Indenture dated as of November 2, 2007 between the Company, as issuer, and The Bank of New York, as trustee, incorporated by reference from the Company’s Form 8-K filed November 2, 2007.

(4.2)		First Supplemental Indenture, dated January 1, 2009, between the Company and The Bank of New York Mellon, as trustee, incorporated by reference from the Company’s Form 8-K filed January 2, 2009.

(4.3)		Indenture dated as of May 26, 2015, among the Company, the subsidiary guarantor and U.S. Bank National Association, as trustee, incorporated by reference from the Company’s Form 8-K filed on May 26, 2015.

(4.4)		First Supplemental Indenture dated as of May 26, 2015, among the Company, the subsidiary guarantor and U.S. Bank National Association, as trustee, incorporated by reference from the Company’s Form 8-K filed on May 26, 2015.

(4.5)		Form of 4.000% Senior Note due 2025, incorporated by reference to Exhibit (4.4).

(4.6)		Second Supplemental Indenture dated as of August 18, 2015, among the Company, the subsidiary guarantor and U.S. Bank National Association, as trustee, incorporated by reference from the Company’s Form 8-K filed on August 18, 2015.

(4.7)		Form of 2.500% Senior Note due 2018, incorporated by reference to Exhibit (4.6).

(4.8)		Form of 3.300% Senior Note due 2020, incorporated by reference to Exhibit (4.6).

(4.9)		Form of 4.400% Senior Note due 2026, incorporated by reference to Exhibit (4.6).

(4.10)*		Registration Rights Agreement dated as of May 26, 2015, among the Company, the subsidiary guarantor and the initial purchasers named therein.


Exhibit Number		Description

(4.11)*		Registration Rights Agreement dated as of August 18, 2015, among the Company, the subsidiary guarantor and the initial purchasers named therein.

(5)*		Opinion of Davis Polk & Wardwell LLP.

(10.1)		Form of Indemnification Agreement between the Company and each of its directors and certain of its executive officers, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2004.

(10.2)+		The McGraw Hill Financial, Inc. 2002 Stock Incentive Plan, as amended and restated as of February 26, 2014, incorporated by reference from the Company’s Form 10-Q filed April 29, 2014.

(10.3)+		Form of Performance Share Unit Terms and Conditions, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2014.

(10.4)+		Form of Stock Option Award, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2013.

(10.5)+		The McGraw Hill Financial, Inc. Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2014, incorporated by reference from the Company’s Form 10-Q filed April 29, 2014.

(10.6)+		The McGraw Hill Financial, Inc. Key Executive Short-Term Incentive Deferred Compensation Plan, as amended and restated as of January 1, 2008, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2007.

(10.7)+		Resolutions terminating deferrals under the Key Executive Short-Term Deferred Compensation Plan, dated October 23, 2014, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2014.

(10.8)+		The McGraw Hill Financial, Inc. Senior Executive Severance Plan, amended and restated as of January 1, 2015, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2014.

(10.9)		$1,000,000,000 Four-Year Credit Agreement dated as of June 19, 2013 among the Company, Standard & Poor’s Financial Services LLC, as guarantor, the lenders listed therein, JP Morgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., as syndication agent, incorporated by reference from the Company’s Form 8-K filed June 20, 2013.

(10.10)+		The McGraw Hill Financial, Inc. Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2007.

(10.11)+		First Amendment to the McGraw Hill Financial, Inc. Employee Retirement Plan Supplement, effective as of January 1, 2009, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2009.

(10.12)+		Second Amendment to the McGraw Hill Financial, Inc. Employee Retirement Plan Supplement, effective generally as of January 1, 2010, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2009.

(10.13)+		Third Amendment to the McGraw Hill Financial, Inc. Employee Retirement Plan Supplement, effective generally as of January 1, 2012, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2011.

(10.14)+		Fourth Amendment to the McGraw Hill Financial, Inc. Employee Retirement Plan Supplement, effective generally as of May 1, 2013, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2013.


Exhibit Number		Description

(10.15)+		Standard & Poor’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2009.

(10.16)+		First Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of December 2, 2009, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2009.

(10.17)+		Second Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of January 1, 2010, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2009.

(10.18)+		Third Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of January 1, 2012, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2011.

(10.19)+		Fourth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2014, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2013.

(10.20)+		Fifth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, dated December 23, 2014, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2014, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2014.

(10.21)+		The McGraw Hill Financial, Inc. 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2015, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2014.

(10.22)+		The McGraw Hill Financial, Inc. Management Supplemental Death and Disability Benefits Plan, as amended and restated effective as of September 23, 2014, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2014.

(10.23)+		The McGraw Hill Financial, Inc. Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, as amended and restated as of January 1, 2008, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2007.

(10.24)+		Amendment to the McGraw Hill Financial, Inc. Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, effective as of January 1, 2010, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2009.

(10.25)+		The McGraw Hill Financial, Inc. Director Retirement Plan, incorporated by reference from the Company’s Form SE filed March 29, 1990 in connection with the Company’s Form 10-K for the fiscal year ended December 31, 1989.

(10.26)+		Resolutions Freezing Existing Benefits and Terminating Additional Benefits under the McGraw Hill Financial, Inc. Directors Retirement Plan, as adopted on January 31, 1996, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 1996.

(10.27)+		The McGraw Hill Financial, Inc. Director Deferred Compensation Plan, as amended and restated as of January 1, 2008, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2007.

(10.28)+		The McGraw Hill Financial, Inc. Director Deferred Stock Ownership Plan, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2010.

(10.29)+		Amendment dated December 9, 2011 to offer letter dated November 2, 2010 to Jack F. Callahan, Jr., Executive Vice President and Chief Financial Officer, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2011.


Exhibit Number		Description

(10.30)+		Amendment dated December 9, 2011 to offer letter dated October 27, 2010 to John L. Berisford, Executive Vice President, Human Resources, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2011.

(10.31)+		Letter Agreement, dated July 11, 2013, with Harold McGraw III regarding his compensation arrangement for serving as Non-Executive Chairman of the Board, incorporated by reference from the Company’s Form 8-K filed July 11, 2013.

(10.32)+		The Company’s Pay Recovery Policy, restated effective as of January 1, 2015, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2014.

(10.33)+		S&P Ratings Services Pay Recovery Policy, effective as of October 1, 2014, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2014.

(10.34)+		Settlement Agreement dated February 2, 2015 among the Company, Standard & Poor’s Financial Services LLC, the United States, acting through the Department of Justice, and various States and the District of Columbia, acting through their respective Attorneys General, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2014.

(10.35)+		Form of Performance Share Unit Terms and Conditions, incorporated by reference from the Company’s Form 10-Q filed April 28, 2015.

(10.36)+		Form of Restricted Stock Unit Award Terms and Conditions, incorporated by reference from the Company’s Form 10-Q filed April 28, 2015.

(10.37)		Revolving Five-Year Credit Agreement, dated as of June 30, 2015, among the Company, S&P, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, incorporated by reference from the Company’s Form 8-K filed on July 1, 2015.

(10.38)*+		Separation Agreement dated September 24, 2015 between the Company and Neeraj Sahai.

(12)*		Computation of Ratio of Earnings to Fixed Charges.

(15)*		Acknowledgement of Ernst & Young LLP, Independent Registered Public Accounting Firm.

(21)		Subsidiaries of the Company, incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2014.

(23.1)*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

(23.2)*		Consent of Deloitte & Touche LLP, Independent Auditors.

(23.3)		Consent of Davis Polk & Wardwell LLP, incorporated by reference to Exhibit (5).

(24)		Power of Attorney (included on signature pages).

(25)*		Statement of Eligibility of U.S. National Bank Association, as Trustee, on Form T-1.

(99.1)*		Form of Letter of Transmittal.

(99.2)*		Form of Notice of Guaranteed Delivery.

(99.3)*		Form of Letter to Clients.

(99.4)*		Form of Letter to Nominees.

(99.5)*		Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner.

*	Filed herewith

+	Compensatory plan or arrangement.

Exhibit (3.5)


		Delaware		Page 1
		The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “STANDARD & POOR’S FINANCIAL SERVICES LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE EIGHTEENTH DAY OF NOVEMBER, A.D. 2008, AT 4:56 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “STANDARD & POOR’S FINANCIAL SERVICES LLC”.




				Jeffrey W. Bullock, Secretary of State


4621989 8100H				Authentication: 10187222
SR# 20150396384				Date: 10-06-15
You may verify this certificate online at corp.delaware.gov/authver.shtml

STATE OF DELAWARE

CERTIFICATE OF FORMATION

STANDARD & POOR’S FINANCIAL SERVICES LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is Standard & Poor’s Financial Services LLC (the “ Company ”).

2. The address of the registered office of the Company in Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

3. The name and address of the registered agent of the Company upon whom process against it may be served is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on November 18, 2008.


By:

Name:		Daniel Guetta
Authorized Person

Exhibit (3.6)

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

STANDARD & POOR’S FINANCIAL SERVICES LLC

A Delaware Limited Liability Company

This Amended and Restated Limited Liability Company Agreement (this “ Agreement ”) of STANDARD & POOR’S FINANCIAL SERVICES LLC, dated November 20, 2013, between Standard & Poor’s Financial Services LLC, a Delaware limited liability company (the “ Company ”), and each Person listed on Schedule A hereto (each such Person, and any other Person admitted as a member of the Company pursuant to Article VII hereof, a “ Member ”).

WHEREAS, an authorized person executed and caused to be filed with the Secretary of State of the State of Delaware the Certificate of Formation (the “ Certificate of Formation ”) of the Company on November 18, 2008 (the “ Formation Date ”), in order to form a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act, as amended (the “ Act ”); and

WHEREAS, the Member and the Company desire to amend and restate the Limited Liability Company Agreement, dated January 1, 2009, as further amended and restated on November 15, 20 I 0, to set forth certain understandings regarding the operation and management of the Company;

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree and state as follows:

ARTICLE I

DEFINED TERMS

SECTION 1.01. Certain Definitions . As used in this Agreement, the following terms have the following meanings:

“ Act ” has the meaning set forth in the recitals.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes hereof, “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, the ability to appoint a majority of the board of directors or similar body, by contract or otherwise, and “Controlled” has a correlative meaning.

“ Agreement ” has the meaning set forth in the preamble hereof.

“ Board of Managers ” has the meaning set forth in Section 4.01.

“ Capital Contribution ” means, with respect to any Member, the amount of cash and the fair market value of securities and/or other property contributed by such Member to the Company (net of liabilities assumed by the Company or subject to which the Company takes such property), pursuant to this Agreement.

“ Certificate of Formation ” has the meaning set forth in the recitals hereof.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Any reference to a section of the Code shall include a reference to any successor provision thereto.

“ Company ” has the meaning set forth in the preamble hereof.

“ Formation Date ” has the meaning set forth in the recitals hereof.

“ Indemnified Person ” has the meaning set forth in Section 8.03.

“ Independent Manager ” means an individual who: (i) is not an employee of, or associated with, the Company, and (ii) does not, other than in such individual’s capacity as a member of the Board of Managers of the Company or any committee thereof, receive any consulting, advisory or other compensatory fee from the Company. For purposes of this definition only, the “Company” means the Company or any affiliated company thereof.

“ Member ” has the meaning set forth in the preamble hereof.

“ Membership Unit ” means a fractional share of the interests of all Members in the Company, which is designated as a Unit, and having the rights and obligations specified with respect thereto in this Agreement. The Membership Units held by any Member shall represent the entire limited liability company interest of a Member in the Company at any particular time, including the right of such Member to any and all benefits to which a Member may be entitled as provided in this Agreement, together with the obligations of such Member to comply with all the terms and provisions of this Agreement and any reference herein to a Membership Unit shall be deemed to also be a reference to the underlying fractional share of the interests in the Company represented thereby.

“ Percentage Interest ” means, as of any date of determination, with respect to any Member, a fraction expressed as a percentage calculated by dividing (i) the aggregate number of Membership Units held by such Member by (ii) the aggregate number of Membership Units of the Company issued and outstanding on such date.

“ Person ” means an individual, partnership, corporation, limited liability company, trust, unincorporated association or other entity or association.

“ Transfer ” means, with respect to any Membership Units or any other securities, any direct or indirect transfer, sale, gift, assignment, exchange, mortgage, pledge, hypothecation, encumbrance or any other disposition (whether voluntary or involuntary, by operation of law, pursuant to judicial process or otherwise) of any such Membership Units or other securities (or any interest (pecuniary or otherwise) therein or rights thereto).

ARTICLE II

ORGANIZATION

SECTION 2.01. Formation of the Company . Each Member hereby:

(a) approves and ratifies the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on the Formation Date and all actions taken by or on behalf of the Company on or prior to the execution of this Agreement; and

(b) confirms and agrees to its status as a Member of the Company as set forth herein.

SECTION 2.02. Name . The name of the limited liability company formed hereby is Standard & Poor’s Financial Services LLC.

SECTION 2.03. Purpose . The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities that may be necessary or incidental to the foregoing.

SECTION 2.04. Place of Business . The principal place of business and office of the Company shall be 55 Water Street, New York, New York 10041, or such other place or places within or outside of the State of Delaware as the Board of Managers deems advisable.

SECTION 2.05. Registered Agent and Office . The Company’s registered agent and office in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The Board of Managers may at any time designate another registered agent and/or registered office.

SECTION 2.06. Term of the Company . The existence of the Company commenced as of the date that the Certificate of Formation was filed with the Secretary of State of the State of Delaware and shall continue until dissolution thereof in accordance with the provisions of this Agreement.

ARTICLE III

MEMBERSHIP

SECTION 3.01. Members . The name and address of each Member, the number of Membership Units owned by each Member, and the total number of Membership Units of the Company outstanding, are set forth on Schedule A attached hereto, as the same may be amended from time to time in accordance with this Agreement.

SECTION 3.02. Membership Units . Unless and until the Members or the Board of Managers shall determine otherwise, Membership Units shall be uncertificated and recorded in the books and records of the Company (including Schedule A ). If at any time the Members or the Board of Managers shall determine to certificate Membership Units, such certificates shall bear any legends on the face thereof required by applicable laws, including securities laws.

ARTICLE IV

BOARD OF MANAGERS; MANAGEMENT

SECTION 4.01. Board of Managers . There shall be a board of managers of the Company comprised of no less than four ( 4) and no more than six ( 6) persons (the “Board of Managers”), at least ¹ ⁄ ₂ but no fewer than two (2) of whom shall be Independent Managers (including an Independent Manager who shall be a user of ratings from a nationally recognized statistical rating organization). Managers who are also officers or employees of the Company or any Member or their Affiliates shall not receive any compensation for services in their capacity as Managers (and members of committees of the Board of Managers). Managers who are not officers or employees of the Company or any Member or their Affiliates may receive compensation for their services as Managers (and members of committees of the Board of Managers) as determined by the Board of Managers, provided that such compensation is not linked to the business performance of the Company. Managers shall be reimbursed by the Company for their properly documented travel, hotel and other incidental expenses reasonably incurred by them in the performance of their duties.

(a) The Members, acting jointly, shall be entitled to appoint the members of the Board of Managers. Each member of the Board of Managers shall serve until his successor is appointed or until his earlier resignation or removal. Any member of the Board of Managers may resign at any time upon written notice to the Members. The Members may, acting jointly, without any condition or restriction whatsoever, remove at any time any one or all of the members on the Board of Managers, with or without cause, and appoint a member to replace any such member who has been so removed or who has died or resigned. In the case of any vacancy created by the death, resignation or removal of a member of the Board of Managers, the Members, acting jointly, shall promptly appoint a new member to replace such member; provided , however that: (i) the term of office of the Independent Managers shall be for a pre-agreed fixed period not to exceed five (5) years and shall not be renewable at the end of such maximum five (5) year period; and (ii) any replacement of an Independent Manager shall be with another Independent Manager.

(b) The Board of Managers may adopt rules for the operation of the Board of Managers and may amend or repeal such rules from time to time, provided that, any rules so established, as the same may be amended, shall not be inconsistent with any provision of this Agreement and shall be subject to amendment or repeal by unanimous decision of the Members.

(c) Each Member may designate assistants and observers to attend Board of Managers meetings, provided that such assistants and observers shall not have the right to speak at such meetings except as approved by the Board of Managers.

SECTION 4.02. Authority . Except as reserved to the Members in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board of Managers, and the Board of Managers shall have all power and authority to manage, and direct the management of, the business and affairs of the Company. In addition to the overall responsibilities of the Board of Managers, the Board shall with respect to the operations of Standard & Poor’s Ratings Services oversee: (i) the establishment, maintenance and enforcement of policies and procedures for determining credit ratings; (ii) the establishment,

maintenance and enforcement of policies and procedures to address, manage and disclose any conflicts of interest; (iii) the effectiveness of the internal control system with respect to policies and procedures for determining credit ratings; and (iv) the compensation and promotion policies and practices of Standard & Poor’s Ratings Services. Any power or authority not expressly delegated to any Person pursuant to the terms of this Agreement or any policy of delegation adopted by the Board of Managers shall remain with the Board of Managers. Approval or action taken by the Board of Managers in accordance with this Agreement shall constitute approval or action by the Company.

(a) Regular meetings of the Board of Managers shall be held at such times (but in no event less than four times during any 12-month period) and places as may be fixed by the Board of Managers, and may be held without further notice. Special meetings of the Board of Managers may be called by the Chairman of the Board of Managers. Notice of the time and place of a special meeting of the Board of Managers shall be given by the member calling such special meeting to each other member of the Board of Managers: (i) by hand delivered written notice or written notice provided electronically by facsimile or electronic mail, at least two (2) business days prior to the date of such special meeting; (ii) by United States mail at least five (5) business days prior to the date of such special meeting; or (iii) by telephone at least two (2) business days prior to the date of such special meeting (with written confirmation, in the case of meetings notified by telephone, given by hand delivery, electronic mail or facsimile prior to the date of the special meeting). Notice to a member of the Board of Managers under this Section 4.02(a) shall be deemed to have been given: (i) upon delivery to such member as indicated by the affidavit of the messenger (if by hand); (ii) when deposited in the United States mail, with proper first-class postage prepaid, addressed to such member at the address designated for such notice by such member (if by mail); or (iii) when received (if transmitted by facsimile or electronic mail).

(b) Notices of special meetings of the Board of Managers shall identify the purpose of the special meeting or the business to be transacted at the special meeting. Unless otherwise agreed to by all of the members of the Board of Managers, the business to be transacted at any special meeting shall be limited to that identified in the notice of such meeting.

(c) Board of Managers meetings may be held in the State of Delaware or at any other location, within or without the United States, as the Board of Managers may determine. Members may participate in a meeting of the Board of Managers by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute presence in person at the meeting.

(d) Whenever notice is required to be given under this Section 4.02, a written waiver of notice, signed by the member entitled to notice, whether before OF after the time of the meeting, shall be deemed equivalent to notice. A member’s attendance at a meeting shall constitute a waiver of notice of that meeting, except when the member attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Managers need be specified in any written waiver of notice.

SECTION 4.03. Quorum . A majority of the total number of members of the Board of Managers as constituted from time to time, including at least two (2) Independent Managers, shall constitute a quorum for the transaction of business. No business shall be conducted unless a quorum is then present at the meeting in person or by proxy. The Chairman of the Company or, in his absence, a member selected by the Board of Managers at the beginning of the meeting, shall preside over any meeting of the Board of Managers.

SECTION 4.04. Voting; Approval of the Board of Managers .

(a) Voting at Board of Managers meetings (or at any meetings of committees of the Board of Managers) shall be by one vote per member of the Board of Managers (or such committee as the case may be) present at a meeting whenever a quorum is present.

(b) Unless otherwise provided for in this Agreement, a majority of the members of the Board of Managers present, in person or by proxy, at any meeting at which a quorum is present may decide any question brought before such meeting.

(c) Unless otherwise provided for in this Agreement, no member of the Board of Managers shall be disqualified from acting on any matter because either such member or the Member or Members that appointed such member is interested in the matter to be acted upon by the Board of Managers.

(d) The Company shall not enter into any material transactions with any Member or its Affiliates without the approval of the Board of Managers.

SECTION 4.05. Written Consent . Any action required or permitted to be taken at any meeting of the Board of Managers (or any committee of the Board of Managers) may be taken without a meeting if all members of the Board of Managers (or such committee as the case may be) consent thereto in writing.

SECTION 4.06. Committees of the Board of Managers .

(a) The Board of Managers may by resolution designate one or more Committees, each of which shall be comprised of two or more Managers, and may designate one or more of the Managers as alternate members of any Committee, who may, subject to any limitations imposed by the Board of Managers, replace absent or disqualified Managers at any meeting of that committee. Any decisions to be made by a Committee of the Board of Managers shall require the approval of a majority of the votes of such Committee of the Board of Managers, except as may be otherwise provided in this Agreement.

(b) Any Committee of the Board of Managers, to the extent provided in any resolution of the Board of Managers, shall have and may exercise all of the authority of the Board of Managers, subject to the limitations set forth in the establishment of such Committee. Any Committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the Board of Managers. Each Committee of Managers may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided in this Agreement, the Charter for such Committee, or by a resolution of the Board of Managers designating such Committee.

SECTION 4.07. Officers; Authorized Person .

(a) The Board of Managers may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware. Any officers so designated shall have such authority and perform such duties as the Board of Managers may from time to time delegate to them. The Board of Managers may assign titles to particular officers. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any restrictions on such authority imposed by the Board of Managers. Any number of offices may be held by the same person. Without regard to the general delegation to the officers as set forth above, each officer who holds the title of “Chairman,” “President” or “Vice President,” acting alone, shall have the authority to make, enter into and perform all contracts, agreements, reports and undertakings of the Company that have been authorized by the Board of Managers or the Members. In each case, the execution and delivery of such contracts, agreements or other documents, or the taking of any actions in connection therewith, shall be conclusive evidence of the Company’s approval thereof, and no further approval by the Company shall be required.

(b) The Company may have a Chairman, who shall be a member of the Board of Managers, a President, one or more Executive Vice Presidents, a Secretary, a Treasurer and one or more Vice Presidents. The Board of Managers may appoint other officers. Each such other officer shall perform such duties as may be assigned to him by the Board of Managers or by any more senior officer.

(c) The Board of Managers may from time to time establish, increase, reduce or otherwise modify the duties of the officers or may create or eliminate such offices as the Board of Managers may consider appropriate. Any number of offices may be held by the same person but no officer may take any action or execute any document on behalf of the Company in more than one capacity. Each officer shall hold office until his successor is appointed or until his earlier resignation or removal. Any officer may be removed at any time by the Board of Managers with or without cause. Any officer may resign at any time upon written notice to the Board of Managers, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if no time is specified, at the time of its receipt and acceptance shall not be necessary to make the resignation effective.

(d) Any Member, Manager or officer, in the performance of such Member’s, Manager’s or officer’s duties, shall be entitled to rely in good faith on the provisions of this Agreement and on opinions, reports or statements (including financial statements, books of account, any other financial information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company and its subsidiaries) of the following other persons or groups: (i) one or more officers or employees of such Member or the Company or any of its subsidiaries; (ii) any legal counsel, certified public accountants or other person employed or engaged by such Member, the Board of Managers or the Company or any of its subsidiaries; or (iii) any other person who has been selected with reasonable care by or on behalf of such Member, Manager, officer or the Company or any of its subsidiaries, in each case as to matters which such relying person reasonably believes to be within such other person’s professional or expert competence. The preceding sentence shall in no way limit any person’s right to rely on information to the extent provided in Section 18-406 of the Act.

(e) Daniel Guetta, as an “authorized person” within the meaning of the Act, has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of the State of Delaware, his powers as an “authorized person” ceased, and the initial Member of the Company thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Members shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE V

CAPITAL CONTRIBUTIONS

SECTION 5.01. Initial Capital Contributions . All sums paid or assets and properties otherwise contributed by the initial Member in connection with the startup of the Company and its business operations shall be credited as Capital Contributions to the Company by such Member.

SECTION 5.02. Additional Contributions . No Member is required to make any additional Capital Contribution to the Company. However, a Member may make additional Capital Contributions to the Company with the unanimous consent of the Members. The amounts of Capital Contributions of the Members shall be set forth in the books and records of the Company.

ARTICLE VI

DISTRIBUTIONS

SECTION 6.01. Return of Capital . Except upon the dissolution of the Company or as otherwise provided herein, no Member shall have the right to withdraw from the Company or to demand or to receive the return of all or any part of its Capital Contributions.

SECTION 6.02. No interest on Capital Contribution . No Member shall be paid interest on any of its Capital Contributions.

SECTION 6.03. Distributions .

(a) Except as otherwise provided herein, distributions to the Members shall be made at such times and in such amounts as the Board of Managers shall determine in its sole discretion; provided that any such distributions shall be made pro rata in accordance with the Members’ respective Membership Units.

(b) Distributions may be made in cash or property, as determined by the Board of Managers in its sole discretion; provided that any such distributions to the Members shall consist of the same relative composition of cash and/or property, except as otherwise expressly permitted herein.

SECTION 6.04. Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE VII

TRANSFERS

SECTION 7.01. Assignment, Transfer and Substitute Members . A Member’s Membership Units in the Company may not be Transferred, except with the prior unanimous written consent of the Members. No purported Transfer of all or any part of any Member’s Membership Units in the Company without such prior written consent shall be binding on the Company. Notwithstanding the above, the consent of the Members shall not be required for a Transfer by a Member of any Membership Units or other interest in the Company to: (i) an Affiliate of such Member; or (ii) another Member. An assignee of all or part of a Member’s Membership Units or an additional Member whose admission to the Company has been consented to by all of the Members shall be admitted as a substitute or new Member and shall have all the rights and obligations of a Member as provided in this Agreement. A Person, including any Person that acquires Membership Units pursuant to a Transfer of Membership Units or pursuant to the issuance to such Person by the Company of Membership Units in accordance with the provisions hereof, shall be deemed admitted as a Member at the time such Person: (i) executes a counterpart of this Agreement and any other documents that the Members may reasonably request; and (ii) is named as a Member on Schedule A .

SECTION 7.02. Withdrawal . As long as there is only one (1) Member of the Company, such Member may withdraw from the Company at any time. In the event there is more than one Member, any such Member (including the initial Member) may withdraw from the Company only upon the consent of all other Members.

SECTION 7.03. Admission of Additional Members . One (1) or more additional members of the Company may be admitted to the Company as a member, provided that any consent of the Members required under Section 7.01 is obtained. Upon such admission, the Register of Members of the Company attached hereto as Schedule A shall be amended to reflect such admission.

ARTICLE VIII

LIABILITY AND INDEMNIFICATION

SECTION 8.01. Liability of Members . The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

SECTION 8.02. Exculpation . None of the Members, Managers or officers of the Company, shall be liable to the Company, any other Member or any other Person that has an interest in the Company, for any loss, liability, damages, cost or expense incurred by reason of any act or omission performed or omitted by such Member, Manager or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or officer by this Agreement; provided that such

acts or omissions of such Member, Manager or officer are not found by a court of competent jurisdiction upon entry of a final and non-appealable judgment to constitute fraud or willful misconduct.

SECTION 8.03. Indemnification . Each Member, Manager, officer and employee of the Company shall enjoy the right to indemnification of such Persons by the Company (an “Indemnified Person”) to the same extent and on the same terms and conditions as provided by McGraw Hill Financial, Inc. to its directors, officers, and employees pursuant to Article IVB of the By-Laws of McGraw Hill Financial, Inc., as the same may be amended from time to time (the “ MHF By-Laws ”), or as may be set forth in any other legal instrument relating to the indemnification of the employees of McGraw Hill Financial, Inc. and its subsidiaries generally, to the fullest extent permitted by the New York Business Corporation Law. Any amendment or repeal of Article VIII of this Agreement or of Article IVB of the MHF By-Laws shall not adversely affect any rights to indemnification of a Member, Manager, officer or employee existing at the time of such amendment or repeal with respect to any acts or omissions occurring prior to such amendment or repeal.

SECTION 8.04. Exclusivity . The remedies provided for in this Article VIII are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person.

ARTICLE IX

DISSOLUTION

SECTION 9.01. Dissolution .

(a) The Company shall be dissolved and its affairs shall be wound up upon the first of the following to occur:

(i) the written consent of the Members; or

(ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b) Dissolution of the Company shall be effective as of the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until there has been a winding up of the Company’s business and affairs, and the Company’s assets have been distributed as provided in Section 9.03 and in the Act.

(c) Notwithstanding any other provision of this Agreement, the bankruptcy of a Member shall not cause such Member to cease to be a Member of the Company and despite the occurrence of such an event, the business of the Company shall continue without dissolution.

(d) Notwithstanding any other provision of this Agreement, each Member waives any right it might have under the Act or otherwise to: (i) agree in writing to dissolve the Company upon such Member’s bankruptcy, or upon the occurrence of an event that causes such Member to cease to be a member of the Company; and (ii) apply for judicial dissolution of the Company.

SECTION 9.02. Cancellation of Certificate . Upon the dissolution and completion of the winding up of the Company and the termination of this Agreement, the Certificate of Formation shall be canceled in accordance with the provisions of Section 18-203 of the Act and the Members shall be promptly notified of such dissolution.

SECTION 9.03. Liquidation . Upon dissolution of the Company, as expeditiously as is reasonable, the Company shall pay its liabilities and make distributions in the following order of priority:

(a) to creditors, including Members who are creditors (solely in their capacities as creditors), to the extent permitted by law, in satisfaction of liabilities of the Company (whether by payment or by establishment of reserves); and

(b) to the Members, pro rata in accordance with their respective Membership Units.

SECTION 9.04. Accounting on Liquidation . Upon liquidation, a proper accounting shall be made by the Company’s accountants of the Company’s assets, liabilities and results of operations through the last day of the month in which the Company is terminated.

SECTION 9.05. Return of Members’ Capital Contribution . A Member shall look solely to the Company’s assets for the return of such Member’s Capital Contributions. If the assets remaining after payment or discharge of all debts and liabilities of the Company are insufficient to return such Member’s Capital Contributions, the Member shall have no recourse against any other Member except to the extent of any required Capital Contributions of any other Member which has not been paid when due.

SECTION 9.06. Termination .

(a) At such time (the “ Termination Date ”) as the distributions provided for in Section 9.03 have been made, the Company and this Agreement shall terminate.

(b) Upon the termination of this Agreement, no party shall have any liability or obligation to any other party hereunder, provided that: (i) the termination of this Agreement shall not relieve a party from liability for any breach of this Agreement on or prior to the Termination Date; and (ii) Article VIII shall survive termination, of this Agreement in accordance with its terms.

ARTICLE X

BOOKS AND RECORDS;

TAX MATTERS

SECTION 10.01. Fiscal Year and Method of Accounting . The fiscal year of the Company shall begin on January 1 of each year (except for the first fiscal year of the Company, which shall begin on the date upon which the Certificate of Formation was filed) and end on the following December 31 (except for the last fiscal year of the Company, which shall end on the date on which the Company is terminated). The Board of Managers shall select the appropriate method of accounting for the Company.

SECTION 10.02. Records and Information . The books and records of the Company shall be maintained at the principal office and place of business of the Company.

SECTION 10.03. Financial Statements and Reports . The Board of Managers shall oversee the accounting, tax and recordkeeping matters of the Company. The Board of Managers shall cause each Member to receive, promptly after its receipt thereof, any financial statements of any subsidiary of the Company that the Company receives from such subsidiary in its capacity as direct or indirect equityholder of such subsidiary.

SECTION 10.04. U.S. Tax Classification . Subject to the Code and the applicable Treasury Regulations, the Members and the Board of Managers shall have the exclusive authority to make any and all elections regarding the Company’s classification for U.S. federal and state income tax purposes; provided however, that if the Members and the Board of Managers determine to change the Company’s classification, the Company and the Members shall amend this Agreement to incorporate any provisions that are necessary or appropriate to reflect such change in classification.

SECTION 10.05. Tax Returns; Information . The Board of Managers shall cause to be prepared, at the cost and expense of the Company, all income and other tax returns of the Company and shall cause such returns to be filed in a timely manner.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.01. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

SECTION 11.02. Amendment . This Agreement may not be amended or modified in any respect or to any extent whatsoever, except by an instrument in writing executed by each of the Members. The Schedules and exhibits to this Agreement shall be deemed incorporated herein and shall form apart hereof.

SECTION 11.03. Entire Agreement . This Agreement (including the Schedules and any other attachments hereto) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.

SECTION 11.04. Successors and Assigns . This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

SECTION 11.05. No Third Party Beneficiary . This Agreement is made solely for the benefit of the parties hereto and, except as expressly set forth in Article VIII with respect to Indemnified Persons, no other person shall have any rights, interest, or claims hereunder or otherwise be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

SECTION 11.06. Severability . In the event that any of the provisions contained herein shall be invalid or unenforceable, then the remaining provisions shall be construed as if such invalid or unenforceable provisions were not contained herein.

SECTION 11.07. Counterparts . This Agreement may be executed or subscribed to in one or more counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument.

SECTION 11.08. Headings . The descriptive headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision of this Agreement.

SECTION 11.09. Further Assurances . The parties hereto shall execute and deliver such instruments and take such other actions as may be reasonably required in order to carry out the intent of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have duly executed this Amended and Restated Limited Liability Company Agreement as of the date first written above.


COMPANY:	STANDARD & POOR’S FINANCIAL SERVICES LLC

	By:	/s/ Adam Schuman
		Name:	Adam Schuman
		Title:	EMD & Chief Legal Officer, Secretary

MEMBER:	McGRAW HILL FINANCIAL, INC.

	By:	/s/ Scott L. Bennett
		Name:	Scott L. Bennett
		Title:	Senior Vice President, Associate General Counsel and Secretary

SCHEDULE A

STANDARD & POOR’S FINANCIAL SERVICES LLC

REGISTER OF MEMBERS

(as of November 20, 2013)


Name	Address	Membership Units		Percentage Interest
McGraw Hill Financial, Inc.	1221 Avenue of the Americas New York, NY 10020 Attention: General Counsel Facsimile: (212) 512-4827		100		100	%

Total			100		100	%

Exhibit (4.10)

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated May 26, 2015 (this “ Agreement ”) is entered into by and among McGraw Hill Financial, Inc., a New York corporation (the “ Company ”), Standard & Poor’s Financial Services LLC (the “ Guarantor ”), and J.P. Morgan Securities LLC (“ J.P. Morgan ”) as representative of the several Initial Purchasers named in Schedule I of the Purchase Agreement (as defined below).

The Company, the Guarantor and J.P. Morgan are parties to the Purchase Agreement dated May 20, 2015 (the “ Purchase Agreement ”), which provides for the sale by the Company to the Initial Purchasers of $700,000,000 aggregate principal amount of the Company’s 4.000% Senior Notes due 2025 (the “ Securities ”) which will be guaranteed on an unsecured unsubordinated basis by the Guarantor. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantor have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ Business Day ” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“ Company ” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“ Exchange Dates ” shall have the meaning set forth in Section 2(a)(ii) hereof.

“ Exchange Offer ” shall mean the exchange offer by the Company and the Guarantor of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

“ Exchange Offer Registration ” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

“ Exchange Offer Registration Statement ” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“ Exchange Securities ” shall mean senior notes issued by the Company and guaranteed by the Guarantor under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

“ FINRA ” means the Financial Industry Regulatory Authority, Inc.

“ Free Writing Prospectus ” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities.

“ Guarantor ” shall have the meaning set forth in the preamble and shall also include the Guarantor’s successors.

“ Holders ” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term “Holders” shall include Participating Broker-Dealers.

“ Indemnified Person ” shall have the meaning set forth in Section 5(c) hereof.

“ Indemnifying Person ” shall have the meaning set forth in Section 5(c) hereof.

“ Indenture ” shall mean the Indenture and the First Supplemental Indenture thereto relating to the Securities dated as of May 26, 2015 among the Company, the Guarantor and U.S. Bank National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

“ Initial Purchasers ” shall have the meaning set forth in the preamble.

“ Inspector ” shall have the meaning set forth in Section 3(a)(xiv) hereof.

“ Issuer Information ” shall have the meaning set forth in Section 5(a) hereof.

“ J.P. Morgan ” shall have the meaning set forth in the preamble.

“ Majority Holders ” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that

whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided , further , that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

“ Notice and Questionnaire ” shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder.

“ Participating Broker-Dealers ” shall have the meaning set forth in Section 4(a) hereof.

“ Participating Holder ” shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

“ Person ” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“ Prospectus ” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

“ Purchase Agreement ” shall have the meaning set forth in the preamble.

“ Registrable Securities ” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities cease to be outstanding or (iii) except in the case of Securities that otherwise remain Registrable Securities and that are held by an Initial Purchaser and that are ineligible to be exchanged in the Exchange Offer, when the Exchange Offer is consummated.

“ Registration Default ” shall mean the occurrence of any of the following: (i) the Exchange Offer is not completed on or prior to the Target Registration Date, (ii) the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed thereby has not become effective by the later of (a) the Target Registration Date and (b) 90 days after delivery of such Shelf Request, or (iv) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 90 days (whether or not consecutive) in any 12-month period.

“ Registration Expenses ” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantor with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantor and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Participating Holders (which counsel shall be selected by the Participating Holders holding a majority of the aggregate principal amount of Registrable Securities held by such Participating Holders and which counsel may also be counsel for the Initial Purchasers, provided that such counsel shall be acceptable to the Company) and (viii) the fees and disbursements of the independent registered public accountants of the Company and the Guarantor, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Securities ” shall have the meaning set forth in the preamble.

“ Securities Act ” shall mean the Securities Act of 1933, as amended from time to time.

“ Shelf Effectiveness Period ” shall have the meaning set forth in Section 2(b) hereof.

“ Shelf Registration ” shall mean a registration effected pursuant to Section 2(b) hereof.

“ Shelf Registration Statement ” shall mean a “shelf” registration statement of the Company and the Guarantor that covers all or a portion of the Registrable Securities (but no other securities unless approved by a majority in aggregate principal amount of the Securities held by the Participating Holders) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“ Shelf Request ” shall have the meaning set forth in Section 2(b) hereof.

“ Staff ” shall mean the staff of the SEC.

“ Target Registration Date ” shall mean May 26, 2016.

“ Trust Indenture Act ” shall mean the Trust Indenture Act of 1939, as amended from time to time.

“ Trustee ” shall mean the trustee with respect to the Securities under the Indenture.

“ Underwriter ” shall have the meaning set forth in Section 3(e) hereof.

“ Underwritten Offering ” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

2. Registration Under the Securities Act . (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the

Company and the Guarantor shall use their reasonable best efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (y) have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and the Guarantor shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date.

The Company and the Guarantor shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i)	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;

(ii)	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “ Exchange Dates ”);

(iii)

that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;

(iv)

that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and

(v)

that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address specified in the notice, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.

business, (2) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (4) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.

As soon as practicable after the last Exchange Date, the Company and the Guarantor shall:

(I)	accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and

(II)

deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.

The Company and the Guarantor shall use their reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.

(b) In the event that (i) the Company and the Guarantor determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration Date or (iii) upon receipt of a written request (a “ Shelf Request ”) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantor shall use their reasonable best efforts to cause to be filed, as soon as practicable after such determination date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf

Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof.

In the event that the Company and the Guarantor are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantor shall use their reasonable best efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer.

The Company and the Guarantor agree to use their reasonable best efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the “ Shelf Effectiveness Period” ). The Company and the Guarantor further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and the Guarantor agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(c) The Company and the Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.

additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including the date such Registration Default ends, up to a maximum increase of 0.50% per annum. A Registration Default ends when the Securities cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause (i) of the definition thereof, when the Exchange Offer is completed, (2) in the case of a Registration Default under clause (ii) or clause (iii) of the definition thereof, when the Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (iv) of the definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default.

(e) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantor acknowledge that any failure by the Company or the Guarantor to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantor’ obligations under Section 2(a) and Section 2(b) hereof.

3. Registration Procedures . (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantor shall as expeditiously as possible:

(i) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (A) shall be selected by the Company and the Guarantor, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (C) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their reasonable best efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

(ii) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Company or the Guarantor with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed;

(iv) in the case of a Shelf Registration, furnish to each Participating Holder, to counsel for the Initial Purchasers, to counsel for such Participating Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Company and the Guarantor consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;

(v) use their reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Participating Holders in connection with any filings required to be made with FINRA; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Participating Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Participating Holder; provided that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

(vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Participating Holder and counsel for such Participating Holders promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any

Free Writing Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate;

(vii) use their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment to such Registration Statement on the proper form, at the earliest possible moment and provide immediate notice to each Holder or Participating Holder of the withdrawal of any such order or such resolution;

(viii) in the case of a Shelf Registration, furnish to each Participating Holder, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested);

(ix) in the case of a Shelf Registration, cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

(x) upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantor shall notify the Participating Holders (in the case of a Shelf Registration Statement) and the Initial Purchasers and any Participating Broker-Dealers known to the Company (in the case of an Exchange Offer Registration Statement) to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders, such Participating Broker-Dealers and the Initial Purchasers, as applicable, hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the Guarantor have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission;

(xi) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus or of any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Participating Holders and their counsel) and make such of the representatives of the Company and the Guarantor as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) available for discussion of such document; and the Company and the Guarantor shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing Prospectus, or any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) shall object;

(xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration Statement;

(xiii) cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(xiv) in the case of a Shelf Registration, make available for inspection by a representative of the Participating Holders (an “ Inspector ”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority in aggregate principal amount of the Securities held by the Participating Holders and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers, directors and employees of the Company and the Guarantor to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter);

(xv) in the case of a Shelf Registration, use their reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;

(xvi) if reasonably requested by any Participating Holder, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be so included in such filing;

not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Participating Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Guarantor (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Participating Holders and such Underwriters and their respective counsel) addressed to each Participating Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent registered public accountants of the Company and the Guarantor (and, if necessary, any other registered public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each Participating Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantor made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; and

(b) In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company a Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantor may from time to time reasonably request in writing.

(c) Each Participating Holder agrees that, upon receipt of any notice from the Company and the Guarantor of the happening of any event of the kind described in Section 3(a)(vi)(3) or Section 3(a)(vi)(5) hereof, such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Participating Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Company and the Guarantor, such Participating Holder will deliver to the Company and the Guarantor all copies in its possession, other than permanent

file copies then in such Participating Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

(d) If the Company and the Guarantor shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantor shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions. The Company and the Guarantor may give any such notice only twice during any 365-day period and any such suspensions shall not exceed 30 days for each suspension and there shall not be more than two suspensions in effect during any 365-day period.

(e) The Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “ Underwriter ”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering, provided that any such Underwriter shall be acceptable to the Company.

4. Participation of Broker-Dealers in Exchange Offer . (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “ Participating Broker-Dealer ”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

The Company and the Guarantor understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantor agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) hereof), in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantor further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4.

(c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) hereof.

5. Indemnification and Contribution . (a) The Company and the Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information” (“ Issuer Information ”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or information relating to any Holder furnished to the Company in writing through J.P. Morgan or any selling Holder, respectively, expressly for use In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantor, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor, the Initial Purchasers and the other selling Holders, the directors of the Company and the Guarantor, each officer of the Company and the Guarantor who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantor, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus.

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “ Indemnified Person ”) shall promptly notify the Person against whom such indemnification may be sought (the “ Indemnifying Person ”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided , further , that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests

between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by J.P. Morgan, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantor on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or

liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantor on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantor or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Company, the Guarantor and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

(f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

(g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantor or the officers or directors of or any Person controlling the Company or the Guarantor, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6. General .

Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantor have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company and the Guarantor, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantor with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

(e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the Guarantor, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

(j) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantor and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


McGRAW HILL FINANCIAL, INC.

By		/s/ Elizabeth O’Melia
Name:		Elizabeth O’Melia
Title:		Treasurer and Senior Vice President

STANDARD & POOR’S FINANCIAL SERVICES LLC

By		/s/ Edward J. Haran
Name:		Edward J. Haran
Title:		Vice President and Treasurer

[ Signature Page to the Registration Rights Agreement ]

Confirmed and accepted as of the date first written above:


J.P. MORGAN SECURITIES LLC

For itself and on behalf of the several Initial Purchasers

By		/s/ Robert Bottamedi
		Authorized Signatory
		Robert Bottamedi
		Vice President

[ Signature Page to the Registration Rights Agreement ]

Exhibit (4.11)

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated August 18, 2015 (this “ Agreement ”) is entered into by and among McGraw Hill Financial, Inc., a New York corporation (the “ Company ”), Standard & Poor’s Financial Services LLC (the “ Guarantor ”), and Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC as representatives (the “ Representatives ”) of the several Initial Purchasers named in Schedule I of the Purchase Agreement (as defined below).

The Company, the Guarantor and the Representatives are parties to the Purchase Agreement dated August 13, 2015 (the “ Purchase Agreement ”), which provides for the sale by the Company to the Initial Purchasers of $400,000,000 aggregate principal amount of its 2.500% Senior Notes due 2018 (the “ 2018 Notes ”), $700,000,000 aggregate principal amount of its 3.300% Senior Notes due 2020 (the “ 2020 Notes ”) and $900,000,000 aggregate principal amount of its 4.400% Senior Notes due 2026 (the “ 2026 Notes ,” and together with the 2018 Notes and the 2020 Notes, the “ Securities ”) which will be guaranteed on an unsecured unsubordinated basis by the Guarantor. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantor have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.