8-K 1 v155605_8k.htm Unassociated Document
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:  July 28, 2009

THE MCGRAW-HILL COMPANIES, INC.

(Exact Name of Registrant as specified in its charter)

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

1221 Avenue of the Americas, New York, New York  10020
(Address of Principal Executive Offices)    (Zip Code)

(212) 512-2564
(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 240.14d-2(b))

¨
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 2.02 and 7.01.  Disclosure of Results of Operations and Financial Condition/Regulation FD Disclosure (Furnished Pursuant to Items 2.02 and 7.01 of Form 8-K).
 
On July 28, 2009 Registrant issued an earnings release (the “Earnings Release”) containing a discussion of Registrant’s results of operations and financial condition for the second quarter ending June 30, 2009.
 
The Earnings Release contains financial results presented in accordance with U.S. generally accepted accounting principles that the Registrant reported second quarter 2009 earnings per diluted share of $0.52.
 
The Earnings Release contains two statements on the Registrant’s financial results that would not be presented in a GAAP statement of earnings to the effect that:
 
 
·
The Outlook: “In view of weakening market conditions in advertising and school education, we now expect revenue to decline 5.5% to 6.5% in 2009. Previously, we had anticipated a decrease of 4.0% to 5.0%.  We are also refining our guidance for earnings per diluted share.  Previously, the range was $2.20 to $2.30.  With continued tight cost controls, the new forecast is $2.20 to $2.25, excluding the second quarter restructuring charge and the divestiture of Vista Research, although it appears we will come in at the low end of the range.”
 
 
·
Exhibit 3: Exhibit 3 presents adjusted operating results by segment, excluding the impact of the 2009 and 2008 restructuring charges and the 2009 loss on the sale of Vista Research, Inc.
 
The Registrant believes that the disclosure of this data provides useful supplemental information for meaningful comparisons of the Company’s results.

 
 
 
 
Item 9.01.  Exhibits.

(99)  Earnings Release of the Registrant, dated July 28, 2009, containing a discussion of Registrant’s results of operations and financial condition for the second quarter ending June 30, 2009.

 
 
 

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.

 
THE McGRAW-HILL COMPANIES, INC.
   
 
/s/
Kenneth M. Vittor
 
By:
Kenneth M. Vittor
   
Executive Vice President and
   
General Counsel

Dated:  July 28, 2009

 
 
 

INDEX TO EXHIBITS

Exhibit Number
 
(99)           Earnings Release of the Registrant, dated July 28, 2009, containing a discussion of Registrant’s results of operations and financial condition for the second quarter ending June 30, 2009.