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 26, 2010
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) 512-2000
(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 2.02 and 7.01. Results of Operations and Financial Condition and Regulation FD Disclosure (furnished pursuant to Items 2.02 and 7.01 of Form 8-K).
On October 26, 2010, the Registrant issued an earnings release containing a discussion of the Registrant’s results of operations and financial condition for the third quarter ended September 30, 2010.
The earnings release contains statements on the Registrant’s financial results that would not be presented in a U.S. GAAP statement of earnings to the effect that:
| | · | Information & Media: Revenue for this segment in the third quarter declined by 4.7% to $227.8 million compared to the same period last year, but grew by 5.1% excluding the divestiture of BusinessWeek. |
| | · | Information & Media: The Business-to-Business Group’s revenue in the third quarter declined by 7.1% to $204.1 million, but grew by 3.3% excluding BusinessWeek, which was divested on December 1, 2009. |
| | · | The Outlook: “In view of our strong performance for the first nine months of 2010, we are increasing guidance for the year,” said Mr. McGraw. “We now anticipate earnings per share in the $2.60 to $2.65 range and expect to achieve the high end of that range. The new guidance excludes $0.02 of one-time gains from divestitures, but includes dilution of $0.02 from acquisitions.” |
The Registrant believes that the disclosure of this data provides useful supplemental information for meaningful comparisons of the Registrant’s results. These non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable U.S. GAAP measure.
Item 9.01. Exhibits.
(99) Earnings Release of the Registrant, dated October 26, 2010, containing a discussion of Registrant’s results of operations and financial condition for the third quarter ended September 30, 2010.
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, 2010
INDEX TO EXHIBITS
Exhibit Number
(99) Earnings Release of the Registrant, dated October 26, 2010, containing a discussion of Registrant’s results of operations and financial condition for the third quarter ended September 30, 2010.
