8-K 1 tm3763.htm FORM 8-K

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 20, 2005

THE McGRAW-HILL COMPANIES, INC.

(Exact Name of Registrant as specified in its charter)

New York

 

1-1023

 

13-1026995

 

 

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File No.)

 

(IRS Employer
Identification No.)

1221 Avenue of the Americas, New York, New York

 

10020

 

(Address of Principal Executive Offices)

 

(Zip Code)

(212) 512-2564

(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:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

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.  Disclosure of Results of Operations and Financial Condition/Regulation FD Disclosure (Furnished Pursuant to Items 2.02 and 7.01 of Form 8-K).

          On October 20, 2005, Registrant issued an earnings release (the “Earnings Release”) containing a discussion of Registrant’s results of operations and financial condition for the third quarter ending September 30, 2005.

           The Earnings Release contains financial results presented in accordance with U.S. generally accepted accounting principles (“GAAP”) that for the third quarter of 2005 the Registrant’s diluted earnings per share from continuing operations were $1.00 versus $0.85 for the same period last year.

          The Earnings Release also contains data that would not be presented in a GAAP statement of earnings to the effect that:

          “ For 2005, we 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 a $0.01 gain on the sale of Corporate Value Consulting and 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 $0.01 gain on the sale of Corporate Value Consulting and 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 October 20, 2005, containing a discussion of Registrant’s results of operations and financial condition for the third quarter ending September 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.

 

 

 

 

/s/  Kenneth M. Vittor

 

 

 

By:

Kenneth M. Vittor

 

 

Executive Vice President and

 

 

General Counsel

 

 

 

Dated:  October 20, 2005

 

 


INDEX TO EXHIBITS

Exhibit Number

          (99)          Earnings Release of the Registrant, dated October 20, 2005, containing a discussion of Registrant’s results of operations and financial condition for the third quarter ending September 30, 2005.