UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedDecember 31, ~~2007~~2008


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number1-1023

THE MCGRAW-HILL COMPANIES, INC.

(Exact name of registrant as specified in its charter)


New York		13-1026995

State or other jurisdiction of		(I.R.S. Employer
incorporation or organization		Identification No.)


1221 AVENUE OF THE AMERICAS, NEW YORK, N.Y.		10020

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 512-2000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered


Common Stock — $1 par value		New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act:

NONE

(Title of class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þYes oNo

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. oYes þNo

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þYes oNo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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. (Check one):


Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	~~Smaller reporting company~~ o
	(Do not check if a smaller reporting company)			Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12-b-2 of the Act). oYes þNo

The aggregate market value of voting stock held by non-affiliates of the Registrant as of the last business day of the second fiscal quarter ended June 30, ~~2007,~~2008, was ~~$23,070,469,142,~~$12,743,463,262, based on the closing price of the common stock as reported on the New York Stock Exchange of ~~$68.08~~$40.12 per common share. For purposes of this calculation, it is assumed that directors, executive officers and beneficial owners of more than 10% of the registrant outstanding stock are affiliates.

The number of shares of common stock of the Registrant outstanding as of February ~~15, 2008~~13, 2009 was ~~322,785,554~~314,412,208 shares.

Part I, Part II and Part III incorporate information by reference from the Annual Report to Shareholders for the year ended December 31, ~~2007.~~2008. Part III incorporates information by reference from the definitive proxy statement mailed to shareholders March 20, ~~2008~~2009 for the annual meeting of shareholders to be held on April ~~30, 2008.~~29, 2009.

PART I

Item 1.Business

The McGraw-Hill Companies, Inc. (the Registrant or the Company), incorporated in December 1925, is a leading global information services provider serving the financial services, education and business information markets with a wide range of information products and services. Additional markets include energy, construction, aerospace and defense, and marketing information services. The Company serves its customers through a broad range of distribution channels, including printed books, magazines and newsletters, online via Internet Websites and digital platforms, through wireless and traditional on-air broadcasting, and through a variety of conferences and trade shows.

The Registrant’s 21,171 employees are located worldwide. They perform the vital functions of analyzing the nature of changing demands for information and of channeling the resources necessary to fill those demands. By virtue of the numerous copyrights and licensing, trademark, and other agreements, which are essential to such a business, the Registrant is able to collect, compile, and disseminate this information. The Company’s books and magazines are printed by third parties. The Registrant’s principal raw material is paper, and the Registrant has assured sources of supply, at competitive prices, adequate for its business needs.

Descriptions of the Company’s principal products, broad services and markets, and significant achievements are hereby incorporated by reference from Exhibit (13), pages 24 and 25, containing textual material of the Registrant’s 2007 Annual Report to Shareholders.

The Registrant has an investor kit available online and in print that includes the current (and prior years) Annual Report, Proxy Statement, Form 10-Qs, Form 10-K, all filings through EDGAR with the Securities and Exchange Commission, the current earnings release and information with respect to the Dividend Reinvestment and Direct Stock Purchase Program. For online access go to www.mcgraw-hill.com/investor_relations and click on Digital Investor Kit. Requests for printed copies, free of charge, can be e-mailed to investor_relations@mcgraw-hill.com or mailed to Investor Relations, The McGraw-Hill Companies, Inc., 1221 Avenue of the Americas, New York, NY 10020-1095. You can call Investor Relations toll free at 866-436-8502. International callers may dial 212-512-2192.

		The McGraw-Hill Companies, Inc. (the Registrant or the Company), incorporated in December 1925, is a leading global information services provider serving the financial services, education and business information markets with a wide range of information products and services. Additional markets include energy, automotive, construction, aerospace and defense, broadcasting, and marketing information services. The Company serves its customers through a broad range of distribution channels, including printed books, magazines and newsletters, online via Internet Websites and digital platforms, through wireless and traditional on-air broadcasting, and through a variety of conferences and trade shows.

		The Registrant’s 21,649 employees are located worldwide. They perform the vital functions of analyzing the nature of changing demands for information and of channeling the resources necessary to fill those demands. By virtue of the numerous copyrights and licensing, trademark, and other agreements which are essential to such a business, the Registrant is able to collect, compile, and disseminate this information. The Company’s books and magazines are printed by third parties. The Registrant’s principal raw material is paper, and the Registrant has assured sources of supply, at competitive prices, adequate for its business needs.

		Descriptions of the Company’s principal products, broad services and markets, and significant achievements are hereby incorporated by reference from Exhibit (13), pages 22 and 23, containing textual material of the Registrant’s 2008 Annual Report to Shareholders.

		The Registrant has an investor kit available online and in print that includes the current (and prior years) Annual Report, Proxy Statement, Form 10-Qs, Form 10-K, all filings through EDGAR with the Securities and Exchange Commission, the current earnings release and information with respect to the Dividend Reinvestment and Direct Stock Purchase Program. For online access go to www.mcgraw-hill.com/investor_relations and click on Digital Investor Kit. Requests for printed copies, free of charge, can be e-mailed to investor_relations@mcgraw-hill.com or mailed to Investor Relations, The McGraw-Hill Companies, Inc., 1221 Avenue of the Americas, New York, NY 10020-1095. You can call Investor Relations toll free at 866-436-8502. International callers may dial 212-512-2192.

		The Registrant has adopted a Code of Ethics for the Company’s Chief Executive Officer and Senior Financial Officers that applies to its chief executive officer, chief financial officer, and chief accounting officer. To access such code, go to the Corporate Governance section of the Company’s Investor Relations Web site at www.mcgraw-hill.com/investor_relations. Any waivers that may in the future be granted from such Code will be posted at such Web site address. In addition to its Code of Ethics for the Chief Executive Officer and Senior Financial Officers noted above, the following topics may be found on the Registrant’s Web site at the above Web site address:

	•		Code of Business Ethics for all employees;

	•		Corporate Governance Guidelines;

	•		Audit Committee Charter;

	•		Compensation Committee Charter; and

	•		Nominating and Corporate Governance Committee Charter.

The foregoing documents are also available in print, free of charge, to any shareholder who requests them. Requests for printed copies may be e-mailed to corporate_secretary@mcgraw-hill.com or mailed to the Corporate Secretary, The McGraw-Hill Companies, Inc., 1221 Avenue of the Americas, New York, NY 10020-1095.

		The foregoing documents are also available in print, free of charge, to any shareholder who requests them. Requests for printed copies may be e-mailed to corporate_secretary@mcgraw-hill.com or mailed to the Corporate Secretary, The McGraw-Hill Companies, Inc., 1221 Avenue of the Americas, New York, NY 10020-1095.

		You may also read and copy materials that the Company has filed with the Securities and Exchange Commission (“SEC”) at the SEC’s public reference room located at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. In addition, the Company’s filings with the Commission are available to the public on the Commission’s Web site at www.sec.gov. Several years of SEC filings are also available at the Company’s Investor Relations Web site. Go to www.mcgraw-hill.com/investor_relations and click on the SEC Filings link.

~~are also available at the Company’s Investor Relations Web site. Go to www.mcgraw-hill.com/investor_relations and click on the SEC Filings link.~~

~~Certifications~~

The Company has filed the required certifications under Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits (31.1) and (31.2) to its annual report on Form 10-K for the fiscal year ended December 31, 2007. In addition the Company has filed the required certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as Exhibit (32) to its annual report on Form 10-K for the fiscal year ended December 31, 2007.

		Certifications

		The Company has filed the required certifications under Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits (31.1) and (31.2) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008. In addition the Company has filed the required certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as Exhibit (32) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008. After the 2009 Annual Meeting of Shareholders, the Company intends to file with the New York Stock Exchange (“NYSE”) the CEO certification regarding the Company’s compliance with the NYSE’s corporate governance listing standards as required by NYSE rule 303A.12. Last year, the Company filed this CEO certification with the NYSE on May 8, 2008.

		Information as to Operating Segments

		The relative contribution of the operating segments of the Registrant and its subsidiaries to operating revenue, operating profit, long-lived assets and geographic information for the three years ended December 31, 2008, are included in Exhibit (13), on pages 63 and 64 in the Registrant’s 2008 Annual Meeting of Shareholders, the Company intends to file with the New York Stock Exchange (“NYSE”) the CEO certification regarding the Company’s compliance with the NYSE’s corporate governance listing standards as required by NYSE rule 303A.12. Last year, the Company filed this CEO certification with the NYSE on May 17, 2007. ~~Information as to Operating Segments~~ The relative contribution of the operating segments of the Registrant and its subsidiaries to operating revenue, operating profit, long-lived assets and geographic information for the three years ended December 31, 2007, are included in Exhibit (13), on pages 63 and 64 in the Registrant’s 2007 Annual Report to Shareholders and is hereby incorporated by reference.

Item 1a.Risk Factors

As required, the Company is providing the following cautionary statements which identify factors that could cause the Company’s actual results to differ materially from historical and expected results. It is not possible to foresee or identify all such factors. Investors should not consider this list an exhaustive statement of all risks and uncertainties.

•		~~Historical~~ Growth Rates

	~~Continuance of the~~	The Company’s ~~historical growth rate~~ability to grow depends upon a number of uncertain events including economic conditions, the outcome of the Company’s strategies of expanding its penetration in global markets, introduction of new products and services, and acquisitions. Difficulties, delays or failure of the Company’s strategies could cause the future growth of the Company to differ materially from its historical ~~growth rate.~~growth.

•		Changes in the Volume of Debt Securities Issued in Domestic and/or Global Capital Markets and Changes in Interest Rates and Other Volatility in the Financial Markets

		The Company’s results could be adversely affected by a reduction in the volume of debt securities issued in domestic and/or global capital markets. Unfavorable financial or economic conditions that either reduce investor demand for debt securities or reduce issuers’ willingness or ability to issue such securities could reduce the number and dollar volume of debt issuance for which Standard & Poor’s provides ratings services. In addition, increases in interest rates or credit spreads, volatility in financial markets or the interest rate environment, significant political or economic events, defaults of significant issuers and other market and economic factors may negatively impact the general level of debt issuance, the debt issuance plans of certain categories of borrowers, and/or the types of credit-sensitive products being offered. A sustained period of market decline or weakness could have a material adverse effect on the Company. The Company’s results could also be adversely affected because of public statements or actions by market participants, government officials and others who may be advocates of increased regulation, regulatory scrutiny or litigation.

•		Changes in Educational Funding

		The Company’s U.S. educational textbook and testing businesses may be adversely affected by changes in state educational funding as a result of changes in legislation, both at the federal and state level, changes in the state procurement process and changes in the condition of the local, state or U.S. economy. While in the past few years the availability of state and federal funding for elementary and high school education ~~has~~had improved due to legislative mandates such as No Child Left Behind (“NCLB”) and Reading First, future changes in federal funding and the state and local tax base could create an unfavorable environment, leading to budget issues resulting in a decrease in educational funding.


•		Changes in the Global Advertising Markets / Affiliation Agreements

			Although advertising’s impact on the McGraw-Hill Companies is less than 5% of revenue, advertising is still a significant source of revenue in the Information & Media segment. In general, demand for advertising tends to correlate with changes in the level of economic activity in the United States and in the markets the Company serves. In addition, world, national and local events may affect advertising demand. Competition from other forms of media such as other magazines, broadcasters and Web sites, affects the Company’s ability to attract and retain advertisers. In addition, significant changes in the Company’s network affiliation agreements could affect the profitability of the Company’s broadcasting operations.

	•		Possible Loss of Market Share or Revenue Through Competition or Regulation

			The markets for credit ratings as well as research, investment and advisory services are very competitive. The Financial Services segment competes domestically and internationally on the basis of a number of factors, including quality of ratings, research and investment advice, client service, reputation, price, geographic scope, range of products and services, and technological innovation. In addition, in some of the countries in which Standard & Poor’s competes, governments may provide financial or other support to locally-based rating agencies and may from time to time establish official credit rating agencies, credit ratings criteria or procedures for evaluating local issuers. The financial services industry is also subject to the potential for increasing regulation in the United States and abroad. The businesses conducted by the Financial Services segment are in certain cases regulated under the U.S. Credit Rating Agency Reform Act of 2006, Investment Advisers Act of 1940, the U.S. Securities Exchange Act of 1934, the National Association of Securities Dealers and/or the laws of the states or other jurisdictions in which they conduct business. In the past several years the U.S. Congress, the Securities and Exchange Commission (“SEC”), the European Commission, through the Committee of European Securities Regulators (“CESR”) and the International Organization of Securities Commissions (“IOSCO”), a global group of securities commissioners, have been reviewing the role of rating agencies and their processes and the need for greater oversight or regulations concerning the issuance of credit ratings or the activities of credit rating agencies. Local, national and multinational bodies have considered and adopted other legislation and regulations relating to credit rating agencies from time to time and are likely to continue to do so in the future. The Company does not believe that any new or currently proposed legislation, regulations or judicial determinations would have a materially adverse effect on its financial condition or results of operations. However, new legislation, regulations or judicial determinations applicable to credit rating agencies in the United States and abroad could affect the competitive and financial position of Standard & Poor’s ratings services. Additional information on the SEC’s activities regarding rating agencies is provided in the Management’s Discussion and Analysis section of the Company’s ~~2007~~2008 Annual Report to Shareholders.

	•		Broadcasting Regulations

			The Company’s broadcast stations are subject to regulatory developments that may affect their future profitability. All television stations are subject to Federal Communication Commission (“FCC”) regulation. Television stations broadcast under licenses that are generally granted and renewed for a period of eight years. The FCC regulates television station operations in several ways, including, but not limited to, employment practices, political advertising, indecency and obscenity, sponsorship identification, children’s programming, issue-responsive programming, signal carriage, ownership, and engineering, transmissions, antenna and other technical matters.

	•		Introduction of New Products or Technologies

			The Company operates in highly competitive markets that are subject to rapid change, and the Company must continue to invest and adapt to remain competitive. There are substantial uncertainties associated with the Company’s efforts to develop new products and services for the markets it serves. The Company makes significant investments in new products and services that may not be profitable and even if they are profitable, operating margins for new products and businesses may be lower than the margins the Company has experienced historically. The Company also could experience threats to its existing businesses from the rise of new competitors due to the rapidly changing environment within which the Company operates. The Company relies on its information technology environment and certain critical databases, systems and applications to support key product and service offerings. The Company believes it has appropriate policies, processes and internal controls to ensure the stability of its information technology, ~~including~~provide security from unauthorized access to its systems and maintain business continuity. The Company’s operating results may be adversely impacted by unanticipated system failures or data corruption.

		investment returns and/or changes in pension regulations. Paper prices fluctuate based on the worldwide demand and supply for paper in general and for the specific types of paper used by the Company. The Company’s overall paper price increase is currently limited due to negotiated price reductions, long-term agreements, and short-term price caps for a portion of paper purchases that are not protected by long-term agreements. The Company’s books and magazines are printed by third parties. The Company typically has multi-year contracts for the production of books and magazines, a practice which reduces price fluctuations over the contract term. Any significant increase in these costs could adversely affect the Company’s results of operations. The Company makes significant investments in information technology data centers and other technology initiatives. Additionally, the Company makes significant investments in the development of programs for the el-hi market place. ~~While~~Although the Company believes it is prudent in its investment strategies and execution of its implementation plans, there is ~~however,~~ no assurance as to the ultimate recoverability of these investments.

•		Protection of Intellectual Property Rights

	The Company’s products comprise intellectual property delivered through a variety of media, including print, broadcast and digital. The ability to achieve anticipated results depends in part on the Company’s ability to defend its intellectual property against infringement. The Company’s operating results may be adversely affected by inadequate legal and technological protections for intellectual property and proprietary rights in some jurisdictions and markets.

•		Exposure to Litigation

	The Company is involved in legal actions and claims arising from its business practices, as discussed in the Management’s Discussion and Analysis section of the Company’s Annual Report to Shareholders, and faces the risk that additional actions and claims will be filed in the future. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding or change in applicable legal standards could have a material effect on the Company’s financial position and results of operations.

•		Risk of Doing Business Abroad

	As the Company expands its operations overseas, it faces the increased risks of doing business abroad, including inflation, fluctuation in interest rates and currency exchange rates, changes in applicable laws and regulatory requirements, export and import restrictions, tariffs, nationalization, expropriation, limits on repatriation of funds, civil unrest, terrorism, unstable governments and legal systems, and other factors. Adverse developments in any of these areas could cause actual results to differ materially from historical and/or expected operating results.

•		Consolidation of Customers The Company’s investment services businesses have a customer base which is largely comprised of members from the financial services industry. The current challenging business environment and the consolidation of customers resulting from mergers and acquisitions in the financial services industry can result in reductions in the number of firms and workforce which can impact the size of our customer base.

Item 1b.Unresolved Staff Comments

None.

Item 2.Properties

~~The Registrant leases office facilities at 230 locations: 117~~

The Registrant leases office facilities at 235 locations: 109 are in the United States. In addition, the Registrant owns real property at 22 locations, of which 10 are in the United States. The principal facilities of the Registrant are as follows:


	Owned	Square
	or	Feet
Locations	Leased	(thousands)		Segment

Domestic
New York, NY
55 Water Street	Leased		1,071	Financial Services
2 Penn Plaza	Leased		~~534~~408	Various Segments
1221 Avenue of the Americas	Leased		420	Corporate Headquarters
				Various Segments

Blacklick, OH
Book Distr. Ctr.	Owned		558	McGraw-Hill Education
Office	Owned		73	McGraw-Hill Education

Ashland, OH	Leased		602	McGraw-Hill Education

Groveport, OH	Leased		506	McGraw-Hill Education

Columbus, OH
Orion Place	Owned		170	McGraw-Hill Education
~~East~~ Easton Commons	Leased		6669	McGraw-Hill Education

East Windsor, NJ	Owned
Office &			333	Various Segments
Data Center			~~415~~258	Various Segments
Warehouse			~~407~~285	Vacant

Delran, NJ	Leased		108	McGraw-Hill Education

DeSoto, TX	Leased
Book Distr. Ctr.			382	McGraw-Hill Education
Assembly Plant			418	McGraw-Hill Education

Monterey, CA	Owned		215	McGraw-Hill Education

~~Salinas, CA~~
~~Moffitt Street~~	~~Leased~~		98	~~Vacant~~
~~El Camino Road~~	~~Leased~~		79	~~McGraw-Hill Education~~

Westlake Village, CA	Leased		~~102~~93	Information & Media

Mather, CA	Leased		56	McGraw-Hill Education

San Francisco, CA	Leased		53	Various Segments

San Diego, CA	Owned		43	Information & Media

Dubuque, IA
Chavenelle Drive	Leased		331	McGraw-Hill Education
Bell Street	Owned		139	McGraw-Hill Education

Chicago, IL	Leased		152	Various Segments

Item 3.Legal Proceedings

A writ of summons was served on The McGraw-Hill Companies, SRL and on The McGraw-Hill Companies, SA (both indirect subsidiaries of the Company) (collectively, “Standard & Poor’s”) on September 29, 2005 and October 7, 2005, respectively, in an action brought in the Tribunal of Milan, Italy by Enrico Bondi (“Bondi”), the Extraordinary Commissioner of Parmalat Finanziaria S.p.A. and Parmalat S.p.A. (collectively, “Parmalat”). Bondi has brought numerous other lawsuits in both Italy and the United States against entities and individuals who had dealings with Parmalat. In this suit, Bondi claims that Standard & Poor’s, which had issued investment grade ratings on Parmalat until shortly before Parmalat’s collapse in December 2003, breached its duty to issue an independent and professional rating and negligently and knowingly assigned inflated ratings in order to retain Parmalat’s business. Alleging joint and several liability, Bondi claims damages of euros 4,073,984,120 (representing the value of bonds issued by Parmalat and the rating fees paid by Parmalat) with interest, plus damages to be ascertained for Standard & Poor’s alleged complicity in aggravating Parmalat’s financial difficulties and/or for having contributed in bringing about Parmalat’s indebtedness towards its bondholders, and legal fees. The Company believes that Bondi’s allegations and claims for damages lack legal or factual merit. Standard & Poor’s filed its answer, counterclaim and third-party claims on March 16, 2006 and will continue to vigorously contest the action.

In a separate proceeding, the prosecutor’s office in Parma, Italy is conducting an investigation into the bankruptcy of Parmalat. In June 2006, the prosecutor’s office issued a Note of Completion of an Investigation (“Note of Completion”) concerning allegations, based on Standard & Poor’s investment grade ratings of Parmalat, that individual Standard & Poor’s rating analysts conspired with Parmalat insiders and rating advisors to fraudulently or negligently cause the Parmalat bankruptcy. The Note of Completion was served on eight Standard & Poor’s rating analysts. While not a formal charge, the Note of Completion indicates the prosecutor’s intention that the named rating analysts should appear before a judge in Parma for a preliminary hearing, at which hearing the judge will determine whether there is sufficient evidence against the rating analysts to proceed to trial. No date has been set for the preliminary hearing. On July 7, 2006, a defense brief was filed with the Parma prosecutor’s office on behalf of the rating analysts. The Company believes that there is no basis in fact or law to support the allegations against the rating analysts, and they will be vigorously defended by the subsidiaries involved.

on Parmalat until shortly before Parmalat’s collapse in December 2003, breached its duty to issue an independent and professional rating and negligently and knowingly assigned inflated ratings in order to retain Parmalat’s business. Alleging joint and several liability, Bondi claims damages of euros 4,073,984,120 (representing the value of bonds issued by Parmalat and the rating fees paid by Parmalat) with interest, plus damages to be ascertained for Standard & Poor’s alleged complicity in aggravating Parmalat’s financial difficulties and/or for having contributed in bringing about Parmalat’s indebtedness towards its bondholders, and legal fees. The Company believes that Bondi’s allegations and claims for damages lack legal or factual merit. Standard & Poor’s filed its answer, counterclaim and third-party claims on March 16, 2006 and will continue to vigorously contest the action. The next hearing in this matter is scheduled to be held in October 2009.

~~The Company has learned that~~

		In a separate proceeding, the prosecutor’s office in Parma, Italy is conducting an investigation into the bankruptcy of Parmalat. In June 2006, the prosecutor’s office issued a Note of Completion of an Investigation (“Note of Completion”) concerning allegations, based on Standard & Poor’s investment grade ratings of Parmalat, that individual Standard & Poor’s rating analysts conspired with Parmalat insiders and rating advisors to fraudulently or negligently cause the Parmalat bankruptcy. The Note of Completion was served on eight Standard & Poor’s rating analysts. While not a formal charge, the Note of Completion indicates the prosecutor’s intention that the named rating analysts should appear before a judge in Parma for a preliminary hearing, at which hearing the judge will determine whether there is sufficient evidence against the rating analysts to proceed to trial. No date has been set for the preliminary hearing. On July 7, 2006, a defense brief was filed with the Parma prosecutor’s office on behalf of the rating analysts. The Company believes that there is no basis in fact or law to support the allegations against the rating analysts, and they will be vigorously defended by the subsidiaries involved.

		On August 9, 2007, apro seaction titledBlomquist v. Washington Mutual, et al., was filed in the District Court for the Northern District of California alleging various state and federal claims against, inter alia, numerous mortgage lenders, financial institutions, government agencies and credit rating agencies. The Complaint also asserts claims against the Company and Mr. Harold McGraw III, the CEO of the Company in connection with Standard & Poor’s ratings of subprime mortgage-backed securities. On July 23, 2008, the District Court dismissed all claims asserted against the Company and Mr. McGraw, on their motion, and denied plaintiff leave to amend as against them. No appeal was perfected within the time permitted.

		On August 28, 2007, a putative shareholder class action titledReese v. Bahashwas filed in the District Court for the District of Columbia, and was subsequently transferred to the Southern District of New York. The Company and its CEO and CFO are currently named as defendants in the suit, which alleges claims under the federal securities laws in connection with alleged misrepresentations and omissions made by the defendants relating to the Company’s earnings and S&P’s business practices. On November 3, 2008, the District Court denied Lead Plaintiff’s motion to lift the discovery stay imposed by the Private Securities Litigation Reform Act in order to obtain documents S&P submitted to the SEC during the SEC’s examination. The Company filed a motion to dismiss the Second Amended Complaint on February 3, 2009 and expects that motion to be fully submitted by May 4, 2009. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		In May and June 2008, three purported class actions were filed in New York State Supreme Court, New York County, naming the Company as a defendant. The named plaintiff in one action is New Jersey Carpenters Vacation Fund and the New Jersey Carpenters Health Fund is the named plaintiff in the other two. All three actions have been successfully removed to the United States District Court for the Southern District of New York. The first case relates to certain mortgage-backed securities issued by various HarborView Mortgage Loan Trusts, the second relates to certain mortgage-backed securities issued by various NovaStar Mortgage Funding Trusts, and the third case relates to an offering by Home Equity Mortgage Trust 2006-5. The central allegation against the Company in each of these cases is that Standard & Poor’s issued inappropriate credit ratings on the applicable mortgage-backed securities in alleged violation of Section 11 of the Securities Exchange Act of 1933. In each, plaintiff seeks as relief compensatory damages for the alleged decline in value of the securities as well as an award of reasonable costs and expenses. Plaintiff has sued other parties, including the issuers and underwriters of the securities, in each case as well. The Company believes the litigations to be without merit and intends to defend against them vigorously.

		On July 11, 2008, plaintiff Oddo Asset Management filed an action in New York State Supreme Court, New York County, against a number of defendants, including the Company. The action, titledOddo Asset Management v. Barclays Bank PLC, arises out of plaintiff’s investment in two structured investment vehicles, or SIV-Lites, that plaintiff alleges suffered losses as a result of violations of law by those who created, managed, arranged, and issued credit ratings for those investments. The central allegation against the Company is that it aided and abetted breaches of fiduciary duty by the collateral managers of the two SIV-Lites by allegedly falsely confirming the credit ratings it had previously given those investments. Plaintiff seeks compensatory and punitive damages plus reasonable costs, expenses, and attorneys fees. Motions to dismiss the Complaint were filed on October 31, 2008 by the Company and

		the other Defendants, which aresub judice. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		On July 30, 2008, the Connecticut Attorney General filed suit against the Company in the Superior Court of the State of Connecticut, Judicial District of Hartford, alleging that Standard & Poor’s breached the Connecticut Unfair Trade Practices Act by assigning lower credit ratings to bonds issued by states, municipalities and other public entities as compared to corporate debt with similar or higher rates of default. The plaintiff seeks a variety of remedies, including injunctive relief, an accounting, civil penalties, restitution, disgorgement of revenues and profits and attorneys fees. On August 29, 2008, the Company removed this case to the United States District Court, District of Connecticut; on September 29, 2008, plaintiff filed a motion to remand; and, on October 20, 2008, the Company filed a motion to dismiss the Complaint for improper venue. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		On August 25, 2008, plaintiff Abu Dhabi Commercial Bank filed an action in the District Court for the Southern District of New York against a number of defendants, including the Company. The action, titledAbu Dhabi Commercial Bank v. Morgan Stanley Incorporated, et al., arises out of plaintiff’s investment in certain structured investment vehicles (“SIVs”). Plaintiff alleges various common law causes of action against the defendants, asserting that it suffered losses as a result of violations of law by those who created, managed, arranged, and issued credit ratings for those investments. The central allegation against the Company is that Standard & Poor’s issued inappropriate credit ratings with respect to the SIVs. Plaintiff seeks compensatory and punitive damages plus reasonable costs, expenses, and attorneys fees. On November 5, 2008, a motion to dismiss was filed by the Company and the other Defendants for lack of subject matter jurisdiction, but the matter is presently in abeyance pending limited third-party discovery on jurisdictional issues. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		On September 10, 2008, a putative shareholder class action titledPatrick Gearren, et al. v. The McGraw-Hill Companies, Inc., et al.was filed in the District Court for the Southern District of New York against the Company, its Board of Directors, its Pension Investment Committee and the administrator of its pension plans. The Complaint alleges that the defendants breached fiduciary duties to participants in the Company’s ERISA plans by allowing participants to continue to invest in Company stock as an investment option under the plans during a period when plaintiffs allege the Company’s stock price to have been artificially inflated. The Complaint also asserts that defendants breached fiduciary duties under ERISA by making certain material misrepresentations and non-disclosures in plan communications and the Company’s SEC filings. An Amended Complaint was filed January 5, 2009. The Company, which has not yet answered or responded to the Amended Complaint, believes the litigation to be without merit and intends to defend against it vigorously.

		On September 26, 2008, a putative class action was filed in the Superior Court of New Jersey, Bergen County, titledKramer v. Federal National Mortgage Association (“Fannie Mae”), et al., against a number of defendants including the Company. The central allegation against the Company is that Standard & Poor’s issued inappropriate credit ratings on certain securities issued by defendant Federal National Mortgage Association in alleged violation of Section 12(a)(2) of the Securities Exchange Act of 1933. Plaintiff seeks as relief compensatory damages, as well as an award of reasonable costs and expenses, and attorneys fees. On October 27, 2008, the Company removed this case to the United States District Court, District of New Jersey. The Judicial Panel for Multidistrict Litigation has transferred 19 lawsuits involving Fannie Mae, including this case, to Judge Lynch in the United States District Court for the Southern District of New York for pretrial purposes. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		On November 20, 2008, a putative class action was filed in New York State Supreme Court, New York County titledTsereteli v. Residential Asset Securitization Trust 2006-A8 (“the Trust”), et al., asserting Section 11 and Section 12(a)(2) of the Securities Exchange Act of 1933 claims against the Trust, Credit Suisse Securities (USA) LLC, Moody’s and the Company with respect to mortgage-backed securities issued by the Trust. On December 8, 2008, Defendants removed the case to the United States District Court for the Southern District of New York. Defendants’ time to respond to the Complaint is stayed pending the selection of a lead plaintiff. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		On December 2, 2008, a putative class action was filed in California Superior Court titledPublic Employees’ Retirement System of Mississippi v. Morgan Stanley, et al., asserting Section 11 and Section 12(a)(2) of the Securities Exchange Act of 1933 claims against the Company, Moody’s and various Morgan Stanley trusts relating to mortgage-backed securities issued by the trusts. On December 31, 2008, Defendants removed the case to the United States District Court for the Central District of California. On January 30, 2009, plaintiff filed a motion to

		remand and, on the same date, the defendants filed a motion to transfer the action to the Southern District of New York. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		An action was brought in the Civil Court of Milan, Italy on December 5, 2008, titledLoconsole, et al. v. Standard & Poor’s Europe Inc.in which 30 purported investors claim to have relied upon Standard & Poor’s ratings of Lehman Brothers. Responsive papers are due in early April 2009. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		On January 8, 2009, a complaint was filed in the District Court for the Southern District of New York titledTeamsters Allied Benefit Funds v. Harold McGraw III, et al., asserting nine claims, including causes of action for securities fraud, breach of fiduciary duties and other related theories, against the Board of Directors and several officers of the Company. The claims in the complaint are premised on the alleged role played by the Company’s directors and officers in the issuance of “excessively high ratings” by Standard & Poor’s and subsequent purported misstatements or omissions in the Company’s public filings regarding the financial results and operations of the ratings business. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		On January 20, 2009, a putative class action was filed in the Superior Court of the State of California, Los Angeles County titledIBEW Local 103 v. IndyMac MBS, Inc., et al., asserting claims under the federal securities laws on behalf of a purported class of purchasers of certain issuances of mortgage-backed securities. The Complaint asserts claims against the trusts that issued the securities, the underwriters of the securities and the rating agencies that issued credit ratings for the securities. With respect to the rating agencies, the Complaint asserts a single claim under Section 12 of the Securities Exchange Act of 1933. Plaintiff seeks as relief compensatory damages for the alleged decline in value of the securities, as well as an award of reasonable costs and expenses. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		On January 21, 2009, the National Community Reinvestment Coalition (“NCRC”) filed a complaint with the U.S. Department of Housing and Urban Development Office of Fair Housing and Equal Opportunity (“HUD”) against Standard & Poor’s Ratings Services. The Complaint asserts claims under the Fair Housing Act of 1968 and alleges that S&P’s issuance of credit ratings on securities backed by subprime mortgages had a “disproportionate adverse impact on African Americans and Latinos, and persons living in African-American and Latino communities.” NCRC seeks declaratory, injunctive, and compensatory relief, and also requests that HUD award a civil penalty against the Company. The Company believes that the Complaint is without merit and intends to defend against it vigorously.

		On January 26, 2009, apro seaction titledGrassi v. Moody’s, et al., was filed in the Superior Court of California, Placer County, against Standard & Poor’s and two other rating agencies, alleging negligence and fraud claims, in connection with ratings of securities issued by Lehman Brothers Holdings Inc. Plaintiff seeks as relief compensatory and punitive damages. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		On January 29, 2009, a putative class action was filed in the District Court for the Southern District of New York titledBoilermaker-Blacksmith National Pension Trust v. Wells Fargo Mortgage-Backed Securities 2006 AR1 Trust, et al, asserting claims under the federal securities laws on behalf of a purported class of purchasers of certain issuances of mortgage-backed securities. The Complaint asserts claims against the trusts that issued the securities, the underwriters of the securities and the rating agencies that issued credit ratings for the securities. With respect to the rating agencies, the Complaint asserts claims under Sections 11 and 12(a)(2) of the Securities Exchange Act of 1933. Plaintiff seeks as relief compensatory damages for the alleged decline in value of the securities, as well as an award of reasonable costs and expenses. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		On February 6, 2009, a putative class action was filed in the District Court for the Southern District of New York titledPublic Employees’ Retirement System of Mississippi v. Goldman Sachs Group, Inc., et al., asserting Section 11 and Section 12(a)(2) of the Securities Exchange Act of 1933 claims against the Company, Moody’s, Fitch and Goldman Sachs relating to mortgage-backed securities. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		The Company has been added as a defendant to a case titlePursuit Partners, LLC v. UBS AG et al., pending in the Superior Court of Connecticut, Stamford. Plaintiffs allege various Connecticut statutory and common law causes of action against the rating agencies and UBS relating to their purchase of CDO Notes. Plaintiffs seek compensatory and punitive damages, treble damages under Connecticut law, plus costs, expenses, and attorneys fees. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		The Company has been named as a defendant in a putative class action filed in February 2009 in the District Court for the Southern District of New York titledPublic Employees’ Retirement System of Mississippi v. Merrill Lynch et al., asserting Section 11 and Section 12(a)(2) of the Securities Exchange Act of 1933 claims against Merrill Lynch, various issuing trusts, the Company, Moody’s and others relating to mortgage-backed securities. The Company believes the litigation to be without merit and intends to defend against it vigorously.

		The Company has been named as a defendant in an amended complaint filed in February 2009 in a matter titledIn re Lehman Brothers Mortgage-Backed Securities Litigationpending in the District Court for the Southern District of New York, asserting claims under Sections 11, 12 and 15 of the Securities Exchange Act of 1933 against various issuing trusts, the Company, Moody’s and others relating to mortgage-backed securities. The Company believes the litigation to be without merit and intends to defend against it vigorously.

9 ~~2007 a pro se action titled~~~~Blomquist v. Washington Mutual, et al~~., was filed in the District Court for the Northern District of California against numerous financial institutions, government agencies and individuals, including the Company and Mr. Harold McGraw III, the CEO of the Company, alleging various state and federal claims. The claims against the Company and Mr. McGraw concern Standard & Poor’s ratings of subprime mortgage-backed securities. An amended Complaint was filed in the~~Blomquist~~action on September 10, 2007 which added two other rating agencies as defendants. On February 19, 2008 the Company was served with the Complaint. In addition, the Company has learned that on August 28, 2007 a putative shareholder class action titled~~Reese v. Bahash~~, was filed in the District Court for the District of Columbia against Mr. Robert Bahash, the CFO of the Company, alleging claims under the federal securities laws and state tort law concerning Standard & Poor’s ratings, particularly its ratings of subprime mortgage-backed securities. Mr. Bahash has not been served with the Complaint. On February 11, 2008, the District Court in the~~Reese~~matter entered an order appointing a lead plaintiff in that action and permitting plaintiffs to amend the Complaint on or before April 16, 2008 to add additional defendants. The Company believes both Complaints to be without merit and intends to vigorously defend in the event that service is effected.

Executive Officers of the Registrant


Name	Age		Position
Harold McGraw III		60	Chairman of the Board, President and Chief Executive Officer
~~Harold McGraw III~~Robert J. Bahash		63	Executive Vice President and Chief Financial Officer
Bruce D. Marcus		60	Executive Vice President and Chief Information Officer
David L. Murphy		63	Executive Vice President, Human Resources
D. Edward Smyth		59	Executive Vice President, Corporate Affairs and Executive Assistant to the Chairman, ~~of the Board,~~ President and Chief Executive Officer

~~Robert J. Bahash~~		62	~~Executive Vice President and~~ ~~Chief Financial Officer~~

~~Peter C. Davis~~		53	~~Executive Vice President, Global Strategy~~

~~Bruce D. Marcus~~Kenneth M. Vittor		59	Executive Vice President and ~~Chief Information Officer~~

~~David L. Murphy~~		62	~~Executive Vice President, Human Resources~~

~~Kenneth M. Vittor~~		58	~~Executive Vice President and~~ General Counsel

~~David B. Stafford~~		45	~~Senior Vice President, Corporate Affairs~~ ~~and Executive Assistant to the~~ ~~Chairman, President and Chief Executive Officer~~

All of the above executive officers of the Registrant have been full-time employees and officers of the Registrant for more than five years except for ~~Peter Davis.~~

Mr. ~~Davis, prior to becoming an officer of the Registrant on November 1, 2006 was a managing director at Novantas LLC, where he was responsible for the capital markets, asset management,~~Marcus and ~~commercial and private banking practices. Prior to his tenure at Novantas, he was a partner at Booz Allen Hamilton.~~Mr. Smyth.

Mr. Marcus, prior to becoming an officer of the Registrant on January 19, 2005, was Senior Vice President, Enterprise Systems, with responsibility for systems development across the Company. Prior to that, he was Vice President, Business Operations and Technology for Platts.

Mr. Murphy, prior to becoming an officer of the Registrant on July 22, 2002, spent most of his professional career with the Ford Motor Company where, most recently, he was Vice President, Human Resources.

~~Mr. Stafford,~~Smyth, prior to becoming an officer of the Registrant on February ~~2, 2006, was Associate General Counsel in the Company’s Legal Department.~~17, 2009, served as Chief Administrative Officer and Senior Vice President of Corporate and Government Affairs for H.J. Heinz Company. Prior to joining Heinz, Mr. Smyth spent fifteen years as a senior Irish diplomat.

810

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Incorporated herein by reference from Exhibit (13), from the ~~2007~~2008 Annual Report to Shareholders, pages 2422 to 52.

Item 7a.Quantitative and Qualitative Disclosure about Market Risk

Incorporated herein by reference from Exhibit (13), from the ~~2007~~2008 Annual Report to Shareholders, page 51.

Item 8.Consolidated Financial Statements and Supplementary Data

Incorporated herein by reference from Exhibit (13), from the ~~2007~~2008 Annual Report to Shareholders, pages 53 to ~~79.~~81.

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9a.Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed with the Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, ~~2007,~~2008, an evaluation was performed under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the U.S. Securities Exchange Act of 1934). Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of December 31, ~~2007.~~2008.

Management’s Annual Report on Internal Control Over Financial Reporting

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404) and as defined in Rules 13a-15(f) under the U.S. Securities Exchange Act of 1934, management is required to provide the following report on the Company’s internal control over financial reporting:

1. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

The Company’s management has evaluated the system of internal control using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework. Management has selected the COSO framework for its evaluation as it is a control framework recognized by the SEC and the Public Company Accounting Oversight Board that is free from bias, permits reasonably consistent qualitative and quantitative measurement of the Company’s internal controls, is sufficiently complete so that relevant controls are not omitted and is relevant to an evaluation of internal controls over financial reporting.

2. The Company’s management has evaluated the system of internal control using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework. Management has selected the COSO framework for its evaluation as it is a control framework recognized by the SEC and the Public Company Accounting Oversight Board that is free from bias, permits reasonably consistent qualitative and quantitative measurement of the Company’s internal controls, is sufficiently complete so that relevant controls are not omitted and is relevant to an evaluation of internal controls over financial reporting.

3. Based on management’s evaluation under this framework, we have concluded that the Company’s internal controls over financial reporting were effective as of December 31, 2008. There are no material weaknesses in the Company’s internal control over financial reporting that have been identified by management.

4. The Company’s independent registered public accounting firm, Ernst & Young LLP, have audited the consolidated financial statements of the Company for the year ended December 31, 2008, and have issued their reports on the financial statements and the effectiveness of internal controls over financial reporting. These reports are located on pages 79 and 80 of the 2008 Annual Report to Shareholders.

1012

PART III

~~Item 10.~~		~~Directors and Executive Officers of the Registrant~~

~~Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 20, 2008 for the annual meeting of shareholders to be held on April 30, 2008.~~

Item 10.Directors and Executive Officers of the Registrant

Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 20, 2009 for the annual meeting of shareholders to be held on April 29, 2009.

~~Item 11.~~		~~Executive Compensation~~

~~Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 20, 2008 for the annual meeting of shareholders to be held on April 30, 2008.~~

Item 11.Executive Compensation

Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 20, 2009 for the annual meeting of shareholders to be held on April 29, 2009.

~~Item 12.~~		~~Security Ownership of Certain Beneficial Owners and Management~~

~~Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 20, 2008 for the annual meeting of shareholders to be held April 30, 2008.~~

~~The following table details the Registrant’s equity compensation plans as of December 31, 2007:~~

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 20, 2009 for the annual meeting of shareholders to be held April 29, 2009.

The following table details the Registrant’s equity compensation plans as of December 31, 2008:

Equity Compensation Plans’ Information

(c)

Number of securities

(b)

remaining available

(b)

remaining available

(a)

Weighted-average

for future issuance

(a)

Weighted-average

for future issuance

Number of securities to

exercise price of

under equity

Number of securities to

exercise price of

under equity

be issued upon exercise

outstanding

compensation plans

be issued upon exercise

outstanding

compensation plans

of outstanding options,

options, warrants

(excluding securities reflected

of outstanding options,

options, warrants

(excluding securities reflected

Plan Category

warrants and rights

and rights

in column (a))

warrants and rights

and rights

in column (a))

Equity compensation plans approved by security holders

32,048,615

39.6238

23,585,795

32,721,436

39.8945

20,830,107

Equity compensation plans not approved by security holders

Total

32,048,615

⁽¹⁾

39.6238

23,585,795

^{(2) (3)}

32,721,436

⁽¹⁾

39.8945

20,830,107

^{(2) (3)}


		share granted or paid; shares subject to a stock option or SAR reduce the number of shares available under the 2002 Plan by one-third of a share for each such share granted. The 2002 Plan stipulates that in no case, as a result of such share counting, may more than 19,000,000 shares of stock be issued thereunder. Accordingly, for purposes of setting forth the figures in this column, the base figure from which issuances of stock awards are deducted, is deemed to be 19,000,000 shares for the 2002 Plan plus shares reserved for grant immediately prior to the amendments to the 2002 Plan of April 28, 2004.

		The 2002 Plan is also governed by certain share recapture provisions. The aggregate number of shares of stock available under the 2002 Plan for issuance are increased by the number of shares of stock granted as an award under the 2002 Plan or 1993 Employee Stock Incentive Plan (the “1993 Plan”)(other than stock option, SAR or 1993 Plan stock option awards) or by one-third of the number of shares of stock in the case of stock option, SAR or 1993 Plan stock option awards that are, in each case: forfeited, settled in cash or property other than stock, or otherwise not distributable under an award under the Plan; tendered or withheld to pay the exercise or purchase price of an award under the 2002 or 1993 Plans or to satisfy applicable wage or other required tax withholding in connection with the exercise, vesting or payment of, or other event related to, an award under the 2002 or 1993 Plan; or repurchased by the Company with the option proceeds in respect of the exercise of a stock option under the 2002 or 1993 Plans.

~~Item 13.~~		~~Certain Relationships and Related Transactions~~

~~Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 20, 2008 for the annual meeting of shareholders to be held April 30, 2008.~~

On March 30, 2006, as part of its previously announced stock buyback program, the Company acquired 8.4 million shares of the Corporation’s stock from the holdings of the recently deceased William H. McGraw. The shares were purchased through the mixture of available cash and borrowings at a discount of approximately 2.4% from the March 30th New York Stock Exchange closing price through a private transaction with Mr. McGraw’s estate. This transaction closed on April 5, 2006 and the total purchase amount of $468.8 million was funded through a combination of cash on hand and borrowings in the commercial paper market. The transaction was approved by the Financial Policy and Audit Committees of the Company’s Board of Directors, and the Corporation received independent financial and legal advice concerning the purchase.

Item 13.Certain Relationships and Related Transactions

Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 20, 2009 for the annual meeting of shareholders to be held April 29, 2009.

~~Item 14.~~		~~Principal Accounting Fees and Services~~

~~During the year ended December 31, 2007, Ernst & Young LLP audited the consolidated financial statements of the Corporation and its subsidiaries.~~

~~Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 20, 2008 for the annual meeting of shareholders to be held April 30, 2008.~~

Item 14.Principal Accounting Fees and Services

During the year ended December 31, 2008, Ernst & Young LLP audited the consolidated financial statements of the Corporation and its subsidiaries.

Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 20, 2009 for the annual meeting of shareholders to be held April 29, 2009.

PART IV

Item 15.Exhibits and Financial Statement Schedules

~~Item 15.~~

~~Exhibits and Financial Statement Schedules~~

(a)	1.	Financial Statements

		The Index to Financial Statements and Financial Statement Schedule on page 1415 is incorporated herein by reference as the list of financial statements required as part of this report.

	2.	Financial Statement Schedules

		The Index to Financial Statements and Financial Statement Schedule on page 1415 is incorporated herein by reference as the list of financial statements required as part of this report.

	3.	Exhibits

		The exhibits filed as part of this ~~annual report~~Annual Report on Form 10-K are listed in the Exhibit Index on pages 1920 to ~~20,~~21, immediately preceding such Exhibits, and such Exhibit Index is incorporated herein by reference.

1314

The McGraw-Hill Companies, Inc.
Index to Financial Statements,
Financial Statement Schedules and Exhibits


	~~Reference~~
			~~Annual Report~~Reference
	Form		Annual Report to ~~Share-~~
	10-K		~~holders~~Shareholders (page)
Data incorporated by reference from Annual Report to Shareholders:
Report of Management				7678
Report of Independent Registered Public Accounting Firm				7779
Report of Independent Registered Public Accounting Firm				7880
Consolidated balance sheet at December 31, ~~2007~~2008 and ~~2006~~2007				54-55
Consolidated statement of income for each of the three years in the period ended December 31, ~~2007~~2008				53
Consolidated statement of cash flows for each of the three years in the period ended December 31, ~~2007~~2008				56
Consolidated statement of shareholders’ equity for each of the three years in the period ended December 31, ~~2007~~2008				57
Notes to consolidated financial statements				~~58-75~~58-77
Quarterly financial information				7981
Financial Statement Schedule:
Consolidated schedule for each of the three years in the period ended December 31, ~~2007~~2008
Schedule II — Reserves for doubtful accounts and sales returns	15	16
Consent of Independent Registered Public Accounting Firm	Exhibit 23

All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.

The financial statements listed in the above index which are included in the ~~annual report~~Annual Report to ~~shareholders~~Shareholders for the year ended December 31, ~~2007~~2008 are hereby incorporated by reference in Exhibit (13). With the exception of the pages listed in the above index, the ~~2007 annual report~~2008 Annual Report to ~~shareholders~~Shareholders is not to be deemed filed as part of Item 15 (a)(1).

1415


Exhibit
Number		Exhibit Index

(3)		Certificate of Incorporation of Registrant, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, ~~1993~~1995 and Form 10-Q for the quarter ended June 30, 1998.

(3)		Amendment to Certificate of Incorporation of Registrant, incorporated by reference from Registrant’s Form 8-K filed April 27, 2005.

(3)		By-laws of Registrant, incorporated by reference from Registrant’s Form ~~10-Q for the quarter ended March~~8-K filed January 31, ~~2000.~~2007.

~~(4)~~(4.1)		Indenture dated as of November 2, 2007 between the Registrant, as issuer, and The Bank of New York, as trustee, incorporated by reference from Registrant’s Form 8-K dated 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 Registrant’s Form 8-K dated January 1, 2009.

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

(10.2)*		Registrant’s ~~1987 Key~~Amended and Restated 1993 Employee Stock Incentive Plan, as amended and restated as of December 6, 2006, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2006.

(10.3)*		Registrant’s Amended and Restated ~~1993 Employee Stock Incentive Plan, as amended and restated as of December 6, 2006, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2006.~~

(10.4)*		~~Registrant’s Amended and Restated~~ 2002 Stock Incentive Plan, as amended and restated as of ~~December 6, 2006, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2006.~~January 28, 2009.

~~(10.5)~~(10.4)*		Form of Restricted Performance Share Terms and Conditions, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2004.

~~(10.6)~~(10.5)*		Form of Restricted Performance Share Award, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2004.

~~(10.7)~~(10.6)*		Form of Stock Option Award, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2004.

~~(10.8)~~(10.7)*		Registrant’s Key Executive Short Term Incentive Compensation Plan, as amended and restated effective as of January 1, 2006, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2006.

~~(10.9)~~(10.8)*		Registrant’s Key Executive Short-Term Incentive Deferred Compensation Plan, as amended and restated as of January 1, ~~2008.~~2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.

~~(10.10)~~(10.9)*		Registrant’s Executive Deferred Compensation Plan, incorporated by reference from Registrant’s Form SE filed March 28, 1991 and in connection with Registrant’s Form 10-K for the fiscal year ended December 31, 1990.

~~(10.11)~~(10.10)*		Registrant’s Management Severance Plan, as amended and restated as of January 1, ~~2008.~~2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.

~~(10.12)~~(10.11)*		Registrant’s Executive Severance Plan, as amended and restated as of January 1, ~~2008.~~2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.

~~(10.13)~~(10.12)*		Registrant’s Senior Executive Severance Plan, as amended and restated as of January 1, ~~2008.~~2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.

~~(10.14)~~(10.13)		$~~1,200,000 Five-Year~~766,666,666 Three-Year Credit Agreement dated as of ~~July 20, 2004~~September 12, 2008 among the Registrant, the lenders listed therein, and JP Morgan Chase Bank, as administrative agent, incorporated by reference from ~~The~~the Registrant’s Form 8-K dated ~~July 22, 2004.~~

(10.15)*		~~Registrant’s Employee Retirement Plan Supplement, as amended and restated as of January 1,~~September 12, 2008.

(10.16)*(10.14)		~~Registrant’s 401(k) Savings and Profit Sharing Supplement, as amended and restated~~$383,333,333 364-Day Credit Agreement dated as of ~~January 1,~~September 12, 2008, among the Registrant, the lenders listed therein, and JP Morgan Chase Bank, as administrative agent, incorporated by reference from the Registrant’s Form 8-K dated September 12, 2008.

1920


Exhibit
Number		Exhibit Index

(10.15)		First Amendment to 364-Day McGraw-Hill Credit Agreement, dated January 1, 2009, between the Registrant and JPMorgan Chase Bank, N.A., as administrative agent, incorporated by reference from Registrant’s Form 8-K dated January 1, 2009.

(10.16)		Joinder Agreement, dated January 1, 2009, between Standard & Poor’s Financial Services LLC and JPMorgan Chase Bank, N.A., as administrative agent, incorporated by reference from Registrant’s Form 8-K dated January 1, 2009.

(10.17)		First Amendment to Three-Year McGraw-Hill Credit Agreement, dated January 1, 2009, between the Registrant and JPMorgan Chase Bank, N.A., as administrative agent, incorporated by reference from Registrant’s Form 8-K dated January 1, 2009.

(10.18)		Joinder Agreement, dated January 1, 2009, between Standard & Poor’s Financial Services LLC and JPMorgan Chase Bank, N.A., as administrative agent, incorporated by reference from Registrant’s Form 8-K dated January 1, 2009.

(10.19)*		Registrant’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.

(10.20)*		Registrant’s 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.

(10.21)*		Registrant’s Management Supplemental Death and Disability Benefits Plan, as amended January 24, 2006, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2005.

~~(10.18)~~(10.22)*		Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, as amended and restated as of January 1, ~~2008.~~

(10.19)*		Resolutions amending certain of Registrant’s equity and compensation plans, as adopted on February 23, 2000, with respect to definitions of “Cause” and “Change of Control” contained therein,2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, ~~2000.~~2007.

~~(10.20)~~(10.23)*		Registrant’s Director Retirement Plan, incorporated by reference from Registrant’s Form SE filed March 29, 1990 in connection with Registrant’s Form 10-K for the fiscal year ended December 31, 1989.

~~(10.21)~~(10.24)*		Resolutions Freezing Existing Benefits and Terminating Additional Benefits under Registrant’s Directors Retirement Plan, as adopted on January 31, 1996, incorporated by reference from Registrant’s ~~Form~~form 10-K for the fiscal year ended December 31, 1996.

~~(10.22)~~(10.25)*		Registrant’s Director Deferred Compensation Plan, as amended and restated as of January 1, ~~2008.~~2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.

~~(10.23)~~(10.26)*		Registrant’s Director Deferred Stock Ownership Plan, as amended and restated as of January 1, ~~2008.~~

(10.24)*		~~Aircraft Timeshare Agreement, dated as of September 15, 2004, by and between Standard & Poor’s Securities Evaluations, Inc. and Harold McGraw III,~~2008, incorporated by reference from ~~the~~ Registrant’s Form ~~10-Q~~10-K for the ~~quarter~~fiscal year ended ~~September 30, 2004.~~December 31, 2007.

(12)		Computation of ratio of earnings to fixed charges.

(13)		Registrant’s ~~2007~~2008 Annual Report to Shareholders. Such Report, except for those portions thereof which are expressly incorporated by reference in this Form 10-K, is furnished for the information of the Commission and is not deemed “filed” as part of this Form 10-K.

(21)		Subsidiaries of the Registrant.

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

(31.1)		Annual Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(31.2)		Annual Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32)		Annual Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(99)		Amendment to Rights Agreement, dated as of July 27, 2005, by and between the Registrant and The Bank of New York, as Rights Agent, incorporated by reference from Form 8-A/A filed August 3, 2005.


*		These exhibits relate to management contracts or compensatory plan arrangements.

2021


	2007		2006		2008		2007
Dividends per share of common stock:
$0.22 per quarter in 2008					$	0.88
$0.205 per quarter in 2007	$	0.82					$	0.82
$0.1815 per quarter in 2006			$	0.726


					(c)Total Number of		(d) Maximum Number
	(a)Total Number of				Shares Purchased as		of Shares that may
	Shares		(b)Average Price		Part of Publicly		yet be Purchased
	Purchased		Paid per		Announced Programs		Under the Programs
Period	(in millions)		Share		(in millions)		(in millions)
(Oct. 1 — Oct. 31, 2007)		—		—		—		35.0
(Nov. 1 — Nov. 30, 2007)		4.9	$	46.53		4.9		30.1
(Dec. 1 — Dec. 31, 2007)		2.1	$	45.14		2.1		28.0
Total — Qtr		7.0	$	46.11		7.0		28.0


					(c)Total Number of		(d) Maximum Number
					Shares Purchased as		of Shares that may
	(a)Total Number of				Part of Publicly		yet be Purchased
	Shares Purchased		(b)Average Price		Announced Programs		Under the Programs
Period	(in millions)		Paid per Share		(in millions)		(in millions)
(Oct. 1 — Oct. 31, 2008)		—		—		—		17.1
(Nov. 1 — Nov. 30, 2008)		—		—		—		17.1
(Dec. 1 — Dec. 31, 2008)		—		—		—		17.1
Total — Qtr		—		—		—		17.1


	Balance at										Balance
	beginning		Charged								at end		Balance at								Balance
Additions/(deductions)	of year		to income		Deductions			Other			of year		beginning		Charged						at end
													of year		to income			Deductions			of year
																		(A)
Year ended 12/31/08
Allowance for doubtful accounts													$	70,586	$	27,098		$	(21,343	)	$	76,341
Allowance for returns														197,095		(4,751	)		—			192,344

													$	267,681	$	22,347		$	(21,343	)	$	268,685
					(A)			(B)

Year ended 12/31/07
Allowance for doubtful accounts	$	73,405	$	14,991	$	(17,810	)	$	—		$	70,586	$	73,405	$	14,991		$	(17,810	)	$	70,586
Allowance for returns		188,515		8,580		—			—			197,095		188,515		8,580			—			197,095

	$	261,920	$	23,571	$	(17,810	)	$	—		$	267,681	$	261,920	$	23,571		$	(17,810	)	$	267,681


Year ended 12/31/06
Allowance for doubtful accounts	$	74,396	$	19,577	$	(20,568	)	$	—		$	73,405	$	74,396	$	19,577		$	(20,568	)	$	73,405
Allowance for returns		187,348		1,167		—			—			188,515		187,348		1,167			—			188,515

	$	261,744	$	20,744	$	(20,568	)	$	—		$	261,920	$	261,744	$	20,744		$	(20,568	)	$	261,920


Year ended 12/31/05
Allowance for doubtful accounts	$	80,570	$	18,896	$	(23,044	)	$	(2,026	)	$	74,396
Allowance for returns		178,128		9,220		—			—			187,348

	$	258,698	$	28,116	$	(23,044	)	$	(2,026	)	$	261,744


(A)		Accounts written off, less recoveries.

~~(B)~~		~~In 2005, amounts primarily relate to the disposition of Corporate Value Consulting and the acquisitions of J.D. Power and Associates and Vista Research, Inc.~~


Item			Page

		PART I


	1.	Business	1

	1a.	Risk Factors	2

	1b.	Unresolved Staff Comments	4

	2.	Properties	5

	3.	Legal Proceedings	7

	4.	Submission of Matters to a Vote of Security Holders	7
		Executive Officers of the Registrant	8

		PART II

	5.	Market for the Registrant’s Common Stock and Related Stockholder Matters and Issuer Purchases of Equity Securities	9

	6.	Selected Financial Data	10

	7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

	7a.	Quantitative and Qualitative Disclosure about Market Risk	10

	8.	Consolidated Financial Statements and Supplementary Data	10

	9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	10

	9a.	Controls and Procedures	10

	9b.	Other Information	11

		PART III

	10.	Directors and Executive Officers of the Registrant	12

	11.	Executive Compensation	12

	12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	12

	13.	Certain Relationships and Related Transactions	13

	14.	Principal Accounting Fees and Services	13

		PART IV

	15.	Exhibits and Financial Statement Schedules	13

		Index to Financial Statements, Financial Statement Schedules and Exhibits	14

		Supplementary Schedule	15

		Signatures	16

		Exhibit Index and Exhibits	19
EX-10.9: KEY EXECUTIVE SHORT-TERM INCENTIVE DEFERRED COMPENSATION PLAN, AS AMENDED
EX-10.11: MANAGEMENT SEVERANCE PLAN, AS AMENDED
EX-10.12: EXECUTIVE SEVERANCE PLAN, AS AMENDED
EX-10.13: SENIOR EXECUTIVE SEVERANCE PLAN, AS AMENDED
EX-10.15: EMPLOYEE RETIREMENT PLAN SUPPLEMENT, AS AMENDED
EX-10.16: 401(K) SAVINGS AND PROFIT SHARING SUPPLEMENT, AS AMENDED
EX-10.18: SENIOR EXECUTIVE SUPPLEMENTAL DEATH, DISABILITY & RETIREMENT BENEFITS PLAN, AS AMENDED
EX-10.22: DIRECTOR DEFERRED COMPENSATION PLAN, AS AMENDED.
EX-10.23: DIRECTOR DEFERRED STOCK OWNERSHIP PLAN, AS AMENDED AND RESTATED
EX-12: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-13: 2007 ANNUAL REPORT TO SHAREHOLDERS
EX-21: SUBSIDIARIES
EX-23: CONSENT OF ERNST & YOUNG LLP
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32: CERTIFICATIONS


	•		Cyclical Nature of Customers’ Businesses

			A significant portion of the Company’s sales are to customers in educational markets. The School Education Group and the industry it serves are influenced strongly by the magnitude and timing of state adoption opportunities. Approximately 20 states currently use an adoption process to purchase textbooks. In the remaining states, known as “open territories”, textbooks are purchased independently by local districts or individual schools. The ~~2008 adoption~~Company’s internal estimate indicates that the 2009 el-hi market overall is ~~projected~~expected to ~~increase by approximately~~decline 10% to 15% ~~as compared to 2007. While~~. In addition, despite the ~~adoption opportunities in 2008 and beyond are expected to increase~~size of the market, there is no guarantee that the Company will be successful in the state new ~~state~~ adoption market or in open territories.


	•		Operating Costs and Expenses

			The Company’s major expense categories include employee compensation and printing, paper, and distribution costs for product-related manufacturing. The Company offers its employees competitive salary and benefit packages in order to attract and retain the quality employees required to grow and expand its businesses. Compensation costs are influenced by general economic factors, including those affecting the cost of health insurance and postretirement benefits, and any trends specific to the employee skill sets the Company requires. In addition, the Company’s reported earnings may be adversely affected by changes in pension costs and funding requirements due to poor


(1)		Included in this number are ~~31,837,143~~32,469,495 shares to be issued upon exercise of outstanding options under the Company’s Stock Incentive Plans and ~~211,472~~251,941 deferred units already credited but to be issued under the Director Deferred Stock Ownership Plan.

(2)		Included in this number are ~~559,953~~304,490 shares reserved for issuance under the Director Deferred Stock Ownership Plan. The remaining ~~23,025,842~~20,525,617 shares are reserved for issuance under the 2002 Stock Incentive Plan (the “2002 Plan”) for Performance Stock, Restricted Stock, Other Stock-Based Awards, Stock Options and Stock Appreciation Rights (“SARs”).

(3)		Under the terms of the 2002 Plan, shares subject to an award (other than a stock option, SAR, or dividend equivalent) or shares paid in settlement of a dividend equivalent reduce the number of shares available under the 2002 Plan by one share for each such


By:	/s/ Kenneth M. Vittor

Kenneth M. Vittor

Executive Vice President and
General Counsel
February ~~29, 2008~~		27, 2009



/s/ Harold W. McGraw III
Harold W. McGraw III
Chairman, President, ~~and~~ Chief Executive Officer, and Director


/s/ Robert J. Bahash
Robert J. Bahash
Executive Vice President and Chief Financial Officer


/s/ ~~Luc Grégoire~~Emmanuel N. Korakis
~~Luc Grégoire~~Emmanuel N. Korakis
Senior Vice President and Corporate Controller

/s/ Sir Winfried F.W. Bischoff

Sir Winfried F.W. Bischoff