8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: October 30, 2015

McGRAW HILL FINANCIAL, INC.

(Exact Name of Registrant as specified in its charter)

New York (State or other jurisdiction of incorporation or organization) 1-1023 (Commission File No.) 13-1026995 (IRS Employer Identification No.)

55 Water Street, New York, New York 10041

(Address of Principal Executive Offices) (Zip Code)

(212) 438-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On October 30, 2015, McGraw Hill Financial, Inc. (the “Company”) issued a press release announcing that the Company will commence a process to explore strategic alternatives for J.D. Power, a global marketing information services company providing performance improvement, social media and customer satisfaction insights and solutions. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished under this Item 7.01 and in Exhibit 99.1 hereto is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit NumberDescription

(99.1)     Press release dated October 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.

McGraw Hill Financial, Inc.

/s/ Katherine J. Brennan

By: Katherine J. Brennan

Senior Vice President & Deputy General Counsel

Dated: October 30, 2015

EX-99.1

Exhibit (99.1)

McGraw Hill Financial Announces Strategic Alternatives for

J.D. Power Under Consideration

NEW YORK, October 30, 2015 - McGraw Hill Financial (NYSE: MHFI) today announced that the Company will commence a process to explore strategic alternatives for J.D. Power, a global marketing information services company providing performance improvement, social media and customer satisfaction insights and solutions. In 2016, J.D. Power is currently estimated to have annual revenues approaching $350 million.

“With its iconic brand name, J.D. Power has a terrific market position and has prospered under the Company's ownership," said Douglas L. Peterson, President and Chief Executive Officer of McGraw Hill Financial. "However, going forward, we have increased our focus on capital and commodity markets and believe that J.D. Power could be more valuable to a company in the market research and consumer analytics space that could better leverage its capabilities.”

Morgan Stanley will act as financial advisor.

###

Forward-Looking Statements: This press release contains “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 press release 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, 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 and 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 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 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.

About McGraw Hill Financial: McGraw Hill Financial is a leading financial intelligence company providing the global capital and commodity markets with independent benchmarks, credit ratings, portfolio and enterprise risk solutions, and analytics. The Company’s iconic brands include Standard & Poor’s Ratings Services, S&P Capital IQ and SNL, S&P Dow Jones Indices, Platts, CRISIL, and J.D. Power. The Company has approximately 20,000 employees in 31 countries. Additional information is available at www.mhfi.com.

Investor Relations: http://investor.mhfi.com

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Contacts:

Investor Relations:

Chip Merritt

Vice President, Investor Relations

(212) 438-4321 (office)

chip.merritt@mhfi.com

News Media:

Christine Elliott

Vice President, Corporate Communications & Marketing

(212) 438-1323 (office)

christine.elliott@mhfi.com

Jason Feuchtwanger

Director, Corporate Media Relations

(212) 438-1247 (office)

jason.feuchtwanger@mhfi.com