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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: July 26, 2005
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 jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
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)
Check the appropriate box below if the Form 8K 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 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 2 40.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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 July 26, 2005 Registrant issued an earnings release (the "Earnings
Release") containing a discussion of Registrant's results of operations and
financial condition for the second quarter ending June 30, 2005.
The Earnings Release contains financial results presented in accordance
with U.S. generally accepted accounting principles ("GAAP") that for the second
quarter of 2005 the Registrant's diluted earnings per share from continuing
operations were $0.51 versus $0.43 for the same period last year. The Release
also contains data that would not be presented in a GAAP statement of earnings
to the effect that:
"We now expect double-digit growth in earnings per share from continuing
operations, including $0.08 to $0.09 dilution from acquisitions in 2004 and 2005
and changes in pension plan assumptions for 2005, but excluding the 2004
non-cash benefit of $0.05 per share from accrued tax liabilities."
The Registrant believes that the disclosure of this data, which excludes
the 2004 non-cash benefit of $0.05 per share from accrued tax liabilities, is
meaningful to shareholders and analysts 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.
Item 9.01. Exhibits.
(99) Earnings Release of the Registrant, dated July 26, 2005, containing
a discussion of Registrant's results of operations and financial condition for
the second quarter ending June 30, 2005.
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.
By: /s/Kenneth M. Vittor
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Kenneth M. Vittor
Executive Vice President and
General Counsel
Dated: July 26, 2005
INDEX TO EXHIBITS
Exhibit Number
(99) Earnings Release of the Registrant, dated July 26, 2005, containing
a discussion of Registrant's results of operations and financial condition for
the second quarter ending June 30, 2005.