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: January 27, 2004
THE MCGRAW-HILL COMPANIES, INC.
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(Exact Name of Registrant as specified in its charter)
New York 1-1023 13-1026995
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(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
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(Address of Principal Executive Offices) (Zip Code)
(212) 512-2564
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(Registrant's telephone number, including area code)
Item 9. Regulation FD Disclosure/Disclosure of Results of Operations and
Financial Condition (Furnished Pursuant to Item 12 of Form 8-K)
On January 27, 2004 Registrant issued an earnings release (the "Earnings
Release") containing a discussion of Registrant's results of operations and
financial condition for the fourth quarter and fiscal year ending December 31,
2003.
The Earnings Release contains financial results presented in accordance
with U.S. generally accepted accounting principles ("GAAP") that for 2003 the
Registrant's diluted earnings per share from continuing operations were $3.58
and $1.12 for the year and fourth quarter, respectively, which include an
after-tax gain of $0.30 from the disposition of the Registrant's equity
investment in Rock-McGraw Inc., which owns the Registrant's headquarters
building. The Release also contains data that would not be presented in a GAAP
statement of earnings to the effect that for 2003 diluted earnings per share
from continuing operations, excluding the after-tax gain of $0.30 from the sale
of real estate, were $3.28 and $0.82 for the year and fourth quarter,
respectively. The Registrant believes that the disclosure of this data, which
excludes the gain from the sale of the headquarters building which will not
recur in the future, is meaningful to shareholders and analysts to assist in
understanding the Registrant's financial condition, and to facilitate in
evaluating the strengths and weaknesses of the Registrant's continuing
businesses. In addition, this data will facilitate period to period comparisons
of the financial performance of the Registrant. The reconciliation between this
Non-GAAP data and the most comparable GAAP data is set forth in the Earnings
Release.
Item 7. Exhibits
(99) Earnings Release of the Registrant, dated January 27, 2004,
containing a discussion of Registrant's results of operations and financial
condition for the fourth quarter and fiscal year ending December 31, 2003.
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
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By: Kenneth M. Vittor
Executive Vice President and
General Counsel
Dated: January 27, 2004
INDEX TO EXHIBITS
Exhibit Number
(99) Earnings Release of the Registrant, dated January 27, 2004,
containing a discussion of Registrant's results of operations and financial
condition for the fourth quarter and fiscal year ending December 31, 2003.