X0304 4 2012-03-15 0000064040 MCGRAW-HILL COMPANIES INC MHP 0001361758 Callahan John F Jr 1221 AVENUE OF THE AMERICAS NEW YORK NY 10020-1095 1 EVP and CFO Common Stock 2012-03-15 4 M 0 9549.0000 0.0000 A 25956.0000 D Common Stock 2012-03-15 4 D 0 9549.0000 47.0200 D 16407.0000 D Restricted Stock Units 2012-03-15 4 M 0 9549.0000 0.0000 D Common Stock 9549.0000 9549.0000 D Pursuant to SEC guidance, the cash settlement of RSUs is reported as the acquisition and simultaneous disposition to the issuer of shares. No actual shares, however, are involved in the settlement, as the reporting person instead receives a cash settlement based on the value of the common stock. Settlement of the RSUs results in no net change in the number of shares of common stock beneficially owned by the reporting person. Each restricted stock unit ("RSU") represents the right to receive the cash value of one share of Common Stock upon settlement. One-half of the award of RSUs vested on March 15, 2012. The remaining one-half of the award of RSUs is scheduled to vest on March 15, 2013. /s/ John F. Callahan Jr. 2012-03-16