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 October 26, 2009 Registrant issued an earnings release (the “Earnings Release”) containing a discussion of Registrant’s results of operations and financial condition for the third quarter ending September 30, 2009.
 
The Earnings Release contains financial results presented in accordance with U.S. generally accepted accounting principles that the Registrant reported third quarter 2009 earnings per diluted share of $1.07.
 
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: “With market conditions continuing to weaken in school education and advertising, we now expect revenue for 2009 to decline by approximately 7%,” Mr. McGraw said. “We had previously forecasted a decrease of 5.5% to 6.5%.
 
“But with stringent cost controls, we now expect to achieve the top end of our $2.20 to $2.25 earnings per share guidance for 2009. At the end of the second quarter, we had anticipated coming in at the low end of that range.
 
“The new earnings per share guidance excludes the second quarter restructuring charge of $0.03, a $0.03 loss on the divestiture of Vista Research in May and a projected $0.02 gain ($9.3 million pre-tax and $5.9 million after-tax) on the sale of BusinessWeek in the fourth quarter.”
 
 
 
 
 
 
·
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 October 26, 2009, containing a discussion of Registrant’s results of operations and financial condition for the third quarter ending September 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:  October 26, 2009

 
 
 

INDEX TO EXHIBITS

Exhibit Number
 
(99)      Earnings Release of the Registrant, dated October 26, 2009, containing a discussion of Registrant’s results of operations and financial condition for the third quarter ending September 30, 2009.