SECURITIES AND EXCHANGE COMMISSION
 
   
Washington, D.C. 20549
 
_______________
 
   
SCHEDULE 13D*
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No.  1) 1
 
The McGraw-Hill Companies, Inc.
(Name of Issuer)
 
Common Stock, $1.00 par value per share
(Title of Class of Securities)
 
580645109
(CUSIP Number)
 
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
August 22, 2011
(Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
 
(Page 1 of 5 Pages)
 
--------------------------
1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 
CUSIP No.  580645109
 
SCHEDULE 13D
Page 2 of 5 Pages



1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
JANA PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
10,088,564
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
10,088,564
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
10,088,564
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
See Item 5
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
 
3.3% (see Item 5)
14
TYPE OF REPORTING PERSON*
 
IA



 
 
 
CUSIP No.  580645109
 
SCHEDULE 13D
Page 3 of 5 Pages

 

The Schedule 13D filed on August 1, 2011 (the “ Schedule 13D ”) relating to the shares (" Shares ") of common stock, $1.00 par value per share, of The McGraw-Hill Companies, Inc., a New York corporation (the " Issuer "), is hereby amended as set forth below by this Amendment No. 1 to the Schedule 13D.
 
Item 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Schedule 13D is hereby amended and restated as follows:
 
         The 10,088,564 Shares reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately $403.5 million.  Such Shares were acquired with investment funds in accounts managed by the Reporting Person.
 
Item 4.
PURPOSE OF TRANSACTION.

   Item 4 of the Schedule 13D is hereby supplemented as follows:
 
On August 22, 2011, representatives of the Reporting Person and Teachers met with members of the Issuer’s board of directors and management and discussed the materials filed as Exhibit B to the Schedule 13D incorporated herein by reference.

Item 5.
INTEREST IN SECURITIES OF THE COMPANY.
 
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are being amended and restated as follows:
 
(a)           The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 301,300,000 Shares outstanding, which is the total number of Shares outstanding as of July 15, 2011 as reported in the Issuer's Quarterly Report on Form 10-Q filed on July 28, 2011 for the period ended June 30, 2011.
 
As of the close of business on August 22, 2011, the Reporting Person may be deemed to beneficially own 10,088,564 Shares constituting approximately 3.3% of the Shares outstanding, including 5,935,602 Shares held in the Teachers managed account and 235,155 Shares held in the SP13 managed account.  Upon information and belief, Teachers, as of the close of business on August 22, 2011, may be deemed to beneficially own an additional 6,839,429 Shares, constituting approximately 2.3% of the Shares outstanding.  Accordingly, as of the close of business on August 22, 2011, the Reporting Person and Teachers, in aggregate, may be deemed to beneficially own 16,927,993 Shares, constituting approximately 5.6% of the Shares outstanding.
 
(b)         The Reporting Person has sole voting and dispositive powers over 10,088,564 Shares, which powers are exercised by the Principals.  Notwithstanding the foregoing, pursuant to a Subadvisory Agreement by and between the Reporting Person and SP13, in certain circumstances SP13 has the right to override the voting decisions made by the Reporting Person with respect to securities held in SP13, including the 235,155 Shares, and has the right to terminate its Subadvisory Agreement with the Reporting Person.


 
 
 
 
CUSIP No.  580645109
 
SCHEDULE 13D
Page 4 of 5 Pages


 
(c)        Information concerning transaction in the Shares effected by the Reporting Person since the filing of the Schedule 13D is set forth in Appendix A hereto and is incorporated herein by reference.  All of the transactions in Shares listed hereto were effected in open market purchases on the New York Stock Exchange through various brokerage entities.
 
Item 7.
MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Schedule 13D is hereby supplemented as follows:
 
2.  Exhibit B:  Discussion materials dated August 22, 2011.



 
 
 
CUSIP No.  580645109
 
SCHEDULE 13D
Page 5 of 5 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  August 22, 2011

 
JANA PARTNERS LLC
     
     
 
 
 
By:
/s/ Jennifer Fanjiang                 
 
Name:
Jennifer Faniang
 
Title:
General Counsel
   
     
     
     
     
       
     
     


 
 
 
 
 

APPENDIX A


TRANSACTIONS IN THE ISSUER SINCE THE FILING OF THE SCHEDULE 13D

 
Date of Transaction
Shares Purchased (Sold)
Price Per Share ($)
8/3/2011
6,200
43.60
8/3/2011
3,000
44.05
8/5/2011
8,208
42.10
8/8/2011
81,600
38.45
8/9/2011
200,000
36.44
8/9/2011
168,400
37.67
8/10/2011
200,000
36.01
8/10/2011
11,206
36.02
8/17/2011
16,608
38.89
8/18/2011
50,000
37.08
8/18/2011
200,000
37.61
8/22/2011
300,000
37.25

 
Presentation to McGraw-Hill
August 22, 2011
 
 
 
2
Disclaimer
THESE MATERIALS ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. THEY DO NOT HAVE REGARD TO THE SPECIFIC INVESTMENT
OBJECTIVE, FINANCIAL SITUATION, SUITABILITY, OR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY RECEIVE THESE MATERIALS,
AND SHOULD NOT BE TAKEN AS ADVICE ON THE MERITS OF ANY INVESTMENT DECISION.  THE VIEWS EXPRESSED HEREIN REPRESENT THE
OPINIONS OF EACH OF JANA PARTNERS LLC AND ONTARIO TEACHERS’ PENSION PLAN (EACH, A “SHAREHOLDER”), WHICH OPINIONS MAY CHANGE
AT ANY TIME AND ARE BASED ON PUBLICLY AVAILABLE INFORMATION WITH RESPECT TO THE MCGRAW-HILL COMPANIES, INC. (THE “ISSUER”).
 OPINIONS EXPRESSED HEREIN ARE CURRENT OPINIONS AS OF THE DATE APPEARING IN THIS MATERIAL ONLY. EACH OF THE SHAREHOLDERS
DISCLAIMS ANY OBLIGATION TO UPDATE THE DATA, INFORMATION OR OPINIONS CONTAINED HEREIN.  UNLESS OTHERWISE INDICATED,
FINANCIAL INFORMATION AND DATA USED HEREIN HAVE BEEN DERIVED OR OBTAINED FROM FILINGS MADE WITH THE SECURITIES AND
EXCHANGE COMMISSION (“SEC”) BY THE ISSUER OR OTHER COMPANIES THAT EACH OF THE SHAREHOLDERS CONSIDERS COMPARABLE,   AND
FROM OTHER THIRD PARTY REPORTS.
 
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS ADDRESSED IN THESE MATERIALS ARE FORWARD-LOOKING
STATEMENTS THAT INVOLVE CERTAIN RISKS AND UNCERTAINTIES.  YOU SHOULD BE AWARE THAT ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS.  NEITHER OF THE SHAREHOLDERS ASSUMES ANY OBLIGATION TO UPDATE
THE FORWARD-LOOKING INFORMATION. NEITHER OF THE SHAREHOLDERS HAS SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO
THE USE HEREIN OF PREVIOUSLY PUBLISHED INFORMATION.  ANY SUCH INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT
OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN. 
ALTHOUGH DATA AND INFORMATION CONTAINED HEREIN HAVE BEEN OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE, NEITHER OF THE
SHAREHOLDERS GUARANTEES THEIR ACCURACY, COMPLETENESS OR FAIRNESS.  EACH OF THE SHAREHOLDERS HAS RELIED UPON AND
ASSUMED, WITHOUT INDEPENDENT VERIFICATION, THE ACCURACY AND COMPLETENESS OF ALL DATA AND INFORMATION AVAILABLE FROM
PUBLIC SOURCES.  NO WARRANTY IS MADE THAT ANY DATA OR INFORMATION CONTAINED HEREIN, WHETHER DERIVED OR OBTAINED FROM
FILINGS MADE WITH THE SEC OR FROM ANY THIRD PARTY, IS ACCURATE.  NEITHER OF THE SHAREHOLDERS SHALL BE RESPONSIBLE OR HAVE
ANY LIABILITY FOR ANY MISINFORMATION CONTAINED IN ANY SEC FILING OR THIRD PARTY REPORT.
 
THERE IS NO ASSURANCE OR GUARANTEE WITH RESPECT TO THE PRICES AT WHICH ANY SECURITIES OF THE ISSUER WILL TRADE, AND SUCH
SECURITIES MAY NOT TRADE AT PRICES THAT MAY BE IMPLIED HEREIN. THE ESTIMATES, PROJECTIONS, PRO FORMA INFORMATION AND
POTENTIAL IMPACT OF THE PROPOSALS SET FORTH HEREIN ARE BASED ON ASSUMPTIONS THAT EACH OF THE SHAREHOLDERS BELIEVES TO BE
REASONABLE, BUT THERE CAN BE NO ASSURANCE OR GUARANTEE THAT ACTUAL RESULTS OR PERFORMANCE OF THE ISSUER WILL NOT
DIFFER, AND SUCH DIFFERENCES MAY BE MATERIAL.
 
EACH OF THE SHAREHOLDERS CURRENTLY HOLDS A SUBSTANTIAL AMOUNT OF SHARES OF COMMON STOCK OF THE ISSUER. EACH OF THE
SHAREHOLDERS MAY FROM TIME TO TIME SELL ALL OR A PORTION OF THEIR SHARES IN OPEN MARKET TRANSACTIONS OR OTHERWISE
(INCLUDING VIA SHORT SALES), BUY ADDITIONAL SHARES (IN OPEN MARKET OR PRIVATELY NEGOTIATED TRANSACTIONS OR OTHERWISE), OR
TRADE IN OPTIONS, PUTS, CALLS OR OTHER DERIVATIVE INSTRUMENTS RELATING TO SUCH SHARES. EACH OF THE SHAREHOLDERS ALSO
RESERVE THE RIGHT TO TAKE ANY ACTIONS WITH RESPECT TO EACH OF THEIR INVESTMENTS IN THE ISSUER AS THEY MAY DEEM APPROPRIATE,
INCLUDING, BUT NOT LIMITED TO, COMMUNICATING WITH MANAGEMENT OF THE ISSUER, THE BOARD OF DIRECTORS OF THE ISSUER, AND OTHER
INVESTORS.   NEITHER THESE MATERIALS NOR ANYTHING CONTAINED HEREIN IS INTENDED TO BE, NOR SHOULD IT BE CONSTRUED OR USED AS,
INVESTMENT, TAX, LEGAL OR FINANCIAL ADVICE, AN OPINION OF THE APPROPRIATENESS OF ANY SECURITY OR INVESTMENT, OR AN OFFER, OR
THE SOLICITATION OF ANY OFFER, TO BUY OR SELL ANY SECURITY OR INVESTMENT. 
 
 
 
3
Overview
„   McGraw-Hill has consistently underperformed its potential and traded at a sizable discount to its intrinsic
  value, primarily due to the operational challenges, capital inefficiencies and structural complexity caused
  by its conglomerate structure
„   While the announcements of a portfolio review and the intention to take “significant actions” in 2011 are
  encouraging, the muted market reaction immediately following the announcements reflects concerns that
  McGraw-Hill will not go far enough in addressing its issues
„   The recent regulatory and political scrutiny around the S&P Ratings business highlights the drawbacks of
  housing wholly unrelated businesses together and the risks of further delay in addressing this issue
„   McGraw-Hill must move past long overdue “reviews” and finally execute on transforming its corporate
  structure to improve operating performance and realize the true value potential of its assets
„   Specifically, McGraw-Hill should promptly:
  -   Separate McGraw-Hill Education
  -   Separate Information & Media
  -   Separate the S&P Index business
  -   Collapse its corporate overhead and right size its segment cost structures to achieve peer margins
  -   Accelerate its share buyback ahead of pursuing these value creating steps to maximize resulting
  shareholder value
  -   Bolster S&P Ratings with a well-known independent oversight figure to help manage increasingly
  complex global regulatory landscape and improve dialogue with investors, regulators and the public
 
 
 
4
„   Operational underperformance
  §   MH Education and Information & Media are competitively disadvantaged in the current portfolio
  §   Structure leads to management inefficiency, excess overhead and sub-peer segment margins
  §   Equity alignment challenged given diluted impact of divisional performance on stock performance
„   Inefficient capital allocation
  §   Different growth, regulatory and ROIC profiles create conflicting capital allocation priorities
  §   Conglomerate structure limits strategic value-enhancing M&A
  §   S&P Ratings limits capitalization options for other segments due to perceived conflicts in assuming
  meaningful leverage
„   Structural complexity
  §   Minimal commercial logic to structure; does not create unique value and complicates equity story
  §   MH Education is a drag on operating metrics and valuation of the rest of the businesses
  §   Information & Media is an exciting growth story lost in McGraw-Hill among larger businesses
  §   MH Financial is itself a set of unrelated assets that is misunderstood in the broader McGraw-Hill
  story; in particular the S&P Index business is lost within MH Financial
  §   Public focus on S&P Ratings segment overshadows other segments
Failure To Maximize Value Comes Primarily From Three Sources
McGraw-Hill’s value creation plan should address the key structural elements of its
underperformance and undervaluation.
 
 
 
McGraw-Hill Portfolio Review & Assessment: Share Performance
 
 
 
6
„   S&P Ratings
  §   Strong market position with barriers to entry, real pricing power and secular growth from
  development of international capital markets
„   MH Financial
  §   Growing and high margin S&P Index business combined with unrelated subscription-based
  critical content with attractive growth and margin improvement opportunities
„   MH Education
  §   Iconic industry brand in consolidated industry with strong content base and sales
  relationships but facing headwinds; K-12 business faces state / local funding challenges
  while business increasingly requires comprehensive digital learning platform and
  assessment capabilities; Higher Ed business faces accelerating need for digital capabilities
„   Information & Media
  §   Critical industry information in a number of sectors, with energy / materials accounting for
  majority of profitability; well positioned to benefit from penetration and pricing growth;
  strategic asset with opportunities to participate in industry consolidation
Each business has unique strengths and challenges. The question is: what is
McGraw-Hill’s logic for keeping any of these businesses together?
McGraw-Hill Boasts A Portfolio Of Independently Attractive Assets
 
 
 
7
… That The Market Consistently Undervalues
Note: Period ends at 6/13/2011, the day before McGraw-Hill announced its portfolio review, intention to sell broadcasting and review of G&A. Data per CapIQ. Peer group based on Piper Jaffray peer analysis for sum of
parts valuation. Weighted average represents average of peers according to McGraw-Hill annual segment EBIT composition (pre-corporate allocation). Peer analysis only possible beginning in 2008, as that is the earliest
period for which McGraw-Hill has provided separate segment disclosure for MH Financial. Moody’s used as peer for S&P Ratings; Pearson used as peer for MH Education; average of Dun & Bradstreet, FactSet, MSCI and
Thomson Reuters used as peer for MH Financial; IHS used as peer for non-broadcasting Information & Media; Gannett used as peer for broadcasting business within Information & Media.
McGraw-Hill’s 3 year average valuation of 12.6x earnings is at a ~25% discount to the
15.9x weighted average of its peer group and trails all of its peers other than Gannett.
FDS = 28.7x
IHS = 25.0x
MSCI = 21.1x
TRI = 17.0x
MCO = 17.7x
MHP =14.2x
DNB = 12.7x
GCI = 6.1x
PSON = 15.0x
Forward P/E
Valuations at
6/13/2011
Peer Wtd. Avg
15.9x
 
 
 
8
McGraw-Hill Has Trailed Peer Returns Over The Long Term
(1) Pearson total return for period excludes impact of changes in value attributable to its stake in Interactive Data Corporation, which was sold in 2010. Including changes to Pearson total return attributable to changes
in the value of its stake in Interactive Data Corporation results in a minimal (2%) change in Pearson’s total return over the period.
(1)
„   McGraw Hill’s three
  year total return of 2%
  was 29% less than
  the weighted average
  of its peers over the
  period
McGraw-Hill underperformed its peers in total shareholder return during the three year
period preceding the recently announced portfolio review.
 
 
 
9
Note: Represents total shareholder returns. Weighted average represents average of peers according to McGraw-Hill segment EBIT composition for 2008 (pre-corporate allocation). Moody’s used as peer for S&P
Ratings; Pearson used as peer for MH Education; average of Dun & Bradstreet, FactSet and Thomson Reuters used as peer for MH Financial; IHS used as peer for non-broadcasting Information & Media; Gannett
used as peer for broadcasting business within Information & Media. Peer group based on Piper Jaffray peer analysis for sum of parts valuation. Assumes all dividends reinvested. Data per Bloomberg.
(1) Represents total return for period from 6/13/2001-6/13/2011. Assumes all dividends reinvested. Data per CapIQ
McGraw-Hill’s diversification did not insulate shareholders during the financial crisis.
McGraw-Hill’s total return was 18% worse than the weighted average of its peers.
Total Return: S&P 500 Peak - Trough (10/09/07-3/09/09)
„   During the S&P 500’s
  decline, McGraw-Hill
  performed in line with
  Moody’s and considerably
  worse than all other peers
  except Gannett
„   While McGraw-Hill matched
  Moody’s on the way down,
  it underperformed over the
  past decade, with McGraw-
  Hill’s 50% return falling
  124% below Moody’s 174%
  return over that period (1)
… And Its Diversification Provided No Benefit In The Market Downturn
 
 
 
McGraw-Hill Portfolio Review & Assessment: In-Depth Segment Review
 
 
 
11
Portfolio Review Focus
In conducting the portfolio review, a key question should be: if you were to start from
scratch today, would you construct McGraw-Hill in its current form?
 
 
 
12
McGraw-Hill’s Diverse Portfolio: Snapshot Segment Comparison
 
S&P Ratings
MH Financial
MH Education
Info. & Media
Key Business Lines
Ratings
Indices, CapIQ, Credit &
Equity Research
K-12 and Higher Ed
Learning and Support
Materials, Testing
Platts, JD Power,
Aviation / Construction
Week, Broadcasting
Key Markets
General Business,
Government
Financial Services
Businesses
K-12: State / Local Ed
Higher Ed: Students
Diversified Businesses
Growth Profile
MSD / HSD (price +
secular volumes)
HSD / LDD (price + volume
+ cross-sales + new product)
Flat / LSD (state
funding / enrollments)
MSD / HSD (price +
volume + M&A)
Key Revenue Drivers
Interest Rate & Financing
Environment / Global New
Debt Issuance Volume
Financial Services Seats /
Adoptions of New Indices &
AUM Growth
State & Local Ed
Funding / Post-HS
Enrollment Growth
Energy Price Volatility /
Auto, Aviation and
Construction Growth
EBIT Margins (1)
Low / Mid 40% and
Growing
Mid / High 20% and Growing
Low Teens and Flat /
Declining
High Teens and Growing
Capital Intensity
~2% Revenue
~1% Revenue
~8%-10% Revenue
~1% Revenue
ROIC (2)
71%
18%
9%
12%
Degree of Regulation
High
Low
Medium (federal / state
/ local ed)
Low
McGraw-Hill’s segments exhibit distinct financial and qualitative characteristics with
different end market, growth, margin, capital intensity, ROIC and regulatory profiles.
(1)   Segment margins shown excluding corporate allocations.
(2)   2010 ROIC as calculated on page 13.
 
 
 
13
„   MH Education compares unfavorably with other businesses in McGraw-Hill’s portfolio, as measured by
  growth profile, operating margins, capital intensity and ROIC
„   As a result, MH Education competes with substantially higher returning businesses for capital, resources
  and management attention; this leaves MH Education competitively disadvantaged
  §   MH Education requires ~3-4x more capital than any other segment, and the segment will need
  additional ongoing capital support to catch up with competition in development of digital
  capabilities
  §   However, every dollar deployed to MH Education is a relatively less attractive investment because
  the segment struggles to achieve its cost of capital and other segments offer higher returns
  §   Furthermore, these characteristics make it challenging to justify acquisitions in MH Education
MH Education:   Disadvantaged Within McGraw-Hill’s Portfolio
MH Education needs substantial capital support and institutional prioritization, yet it
is among McGraw-Hill’s lowest returning investment opportunities.
 
 
 
14
„   MH Education has underperformed principal peer Pearson (“PSON”) on an operational basis, a reflection
  of MH Education’s position within the McGraw-Hill conglomerate structure (only ~23% of total EBIT)
„   PSON has spent 10 years managing its portfolio to focus on education / learning as its core competency
  §   As part of its portfolio reshuffling, PSON has sold over $5bn of assets - including high-quality and
  growing but still non-core businesses - and used the proceeds to acquire over $4bn of assets that
  enhanced its core strategy, with a particular focus on complementary education businesses
  §   As a result, education now accounts for ~80% of PSON’s total EBIT vs. ~35% 10 years ago
„   With clear focus, PSON has made the investments and acquisitions needed to become the leader in the
  attractive areas of the education market and to grow its emerging markets education business
Also Disadvantaged Against More Focused Competition
Education is a core competency / most attractive business for the competition; this
leaves MH Education inherently disadvantaged.
 
 
 
15
„   Despite its strong history and legacy market position, in recent years operating performance has
  weakened and MH Education has significantly underperformed
„   MH Education has lost share in its higher education business, as management acknowledged during its
  2010 results call, though strong market conditions have still provided an avenue for growth
„   Based on AAP data, MH Education’s K-12 business has experienced share loss outside of new adoptions
„   These losses are a major ongoing concern, as they appear to reflect McGraw-Hill’s competitive
  disadvantage in the faster growing and more attractive areas of K-12 education spending
As A Result, MH Education Appears To Be Losing Share
MH Education would be better positioned to compete standalone with greater
attention and incentives to reverse share loss and direct the business for success.
Note: “US K-12 New Adoptions” represents MHP share of new adoptions in adoption states, and “Other US K-12 Ed Spend” represents MHP share of open territory sales, residual sales in adoption states and
supplemental sales. Market data per AAP as disclosed in Stifel Nicolaus “2011 Outlook for El-hi Publishing” report dated January 19, 2011. While AAP data does not represent the entire US K-12 education market, it
does represent the key components of the market (largest and most direct competitors) with data contributed from the most significant market participants. McGraw-Hill adoptions share per Q4 earnings calls.
„   McGraw-Hill has largely
  maintained share in new
  adoptions, but appears to have
  lost relative market share in the
  more attractive non-adoption
  market
 
 
 
16
MH Education’s Weak Structural Position
MH Education’s performance is a drag on other McGraw-Hill businesses.
“We think that MHP could evaluate a potential sale/spin of the Education segment (22% of MHP
profits). We view the Education properties as relatively low growth (LSD) and low margin (essentially
10-15% since 1995) — which put it at odds with much of S&P Ratings, M-H Financial, and Platts.
Education has also struggled in recent years amid tough times for local/state budgets, and lagged
competitor Pearson.” - J.P. Morgan, August 1, 2011 (1)
“Consider the following - 1) the financial profile of Education (more capital intensive, lower returns,
cyclical ~ K-12) is less attractive vs. McGraw-Hill Financial Services, in our opinion; 2) McGraw-Hill
Education has been losing share in both el-hi and college for the last several years which we think is
at least partially due to ‘under-investment’ in these businesses (at least on a relative basis) - School
revenue is nearly -30% off its '05 peak, the company's legacy testing biz (norm-referenced testing)
has been hurt by NCLB, and the higher education digital strategy has generally trailed competitors”
- Stifel Nicolaus, August 2, 2011 (2)
“The weak link in the MHP earnings outlook near-term is the educational publishing unit, reflecting
heavy spending on digital initiatives and a difficult K-12 funding environment. While we see long-
term payoff from the digital migration (as evidenced by the higher margins achieved in the more
technologically advanced college business), we expect spending to constrain margins in 2011 and
2012” - Piper Jaffray, May 19, 2011 (3)
(1) “Activists Coming”; Michael A. Meltz; J.P. Morgan; August 1, 2011.
(2) “The McGraw-Hill Companies”; Drew E. Crum and David Pang; Stifel Nicolaus; August 2, 2011.
(3) “Management Visit Reinforces our Positive View”; Peter P. Appert and George K. Tong; Piper Jaffray; May 19, 2011.
 
 
 
17
„   From an investor’s perspective, the Information & Media business is lost within the broader McGraw-Hill
  conglomerate structure and is too small to move the needle
  §   Information & Media represents only ~10% of EBIT and is overshadowed by three other
  segments
  §   Management has recognized that Platts is “an underappreciated gem” (1) within the company
„   From an operational perspective, Information & Media does not receive the growth support,
  organizational focus / prioritization or equity incentives needed to maximize performance
  §   In the media space there is a strong track record of ‘orphan’ assets like Info. & Media materially
  improving performance once equipped with the appropriate attention, resources and incentives
„   Information & Media is well positioned to participate in information services industry consolidation
  §   As a buyer: While McGraw-Hill has recently supported two Info. & Media acquisitions (Bentek and
  Steel Business Briefing Group), a standalone Info. & Media business could be considerably more
  acquisitive, in line with information services peers, to drive growth, margins and value creation
  §   As a seller: Information & Media would be a highly valued acquisition candidate for larger pure-
  play info services companies or diversified media companies looking for info services exposure
A standalone Information & Media business could better optimize operational
performance, garner investor attention and participate in consolidation.
(1) CEO Harold McGraw III comment during Q2 2011 earnings call discussion of McGraw-Hill’s portfolio review.
Information & Media:   Obscured Value And Disadvantaged In M&A
 
 
 
18
„   IHS enjoyed strong
  revenue growth
  through the market
  downturn, generating
  organic constant-
  currency revenue
  growth in every year
  from 2008-2010
„   IHS has also been a
  leader in industry
  consolidation, having
  acquired over 30
  companies since
  2007
„   The market has
  rewarded IHS’
  strategy and
  performance with a
  rich valuation
Information & Media’s assets provide the foundation of a business that - with
improved focus and appropriate access to capital - should be capable of
similarly strong operational performance and warrant a premium valuation.
„   Standalone competitor IHS’ focus and execution has resulted in strong performance and a high valuation
IHS Example Demonstrates Value Creation Potential
 
 
 
19
„   Despite separate disclosure, MH Financial remains overshadowed by the larger S&P Ratings segment
  §   Regulation: S&P Ratings is subjected to considerable regulatory oversight
  §   M&A / Growth: MH Financial is a diverse collection of businesses with variable growth and
  profitability characteristics, ample opportunity to participate in value creating M&A and considerable
  growth runway, while S&P Ratings is a mature business
  §   Capital Structure: S&P Ratings limits overall company leverage due to perceived conflicts of interest
  §   Margins / ROIC: Both have very strong margin and ROIC profiles in absolute terms, but S&P
  Ratings has considerably better margins and ROIC on a relative basis
„   Management has conceded that “McGraw-Hill Financial is a completely different business than S&P” (1)
„   MH Financial’s diversity and lack of transparency hinders management performance and valuation
  §   S&P Index business is well positioned to realize value as a standalone business and would be an
  attractive asset for strategic acquirors; however, today its value is unrecognized given poor
  disclosure and unrelated assets within MH Financial
  §   Ratings Direct is a more natural fit with the S&P Ratings business
  §   Capital IQ performance masked by disclosure (e.g. number of customers not a helpful performance
  metric / indicator)
MH Financial’s lack of clear fit with S&P Ratings and its own complex asset mix
obfuscate its value and in particular conceal the value of the S&P Index business.
(1) Per commentary of CEO Harold McGraw III on Q2 2011 MHP earnings call Q&A.
MH Financial:   Overshadowed by S&P Ratings And Overly Complex
 
 
 
20
Note: All periods represent fiscal years. Excludes non-recurring items for S&P Ratings, MH Financial and all peers. For S&P Ratings and MH Financial, adjusted EBIT margins include allocation of adjusted corporate
overhead (based on % EBIT contribution). For S&P Ratings and Moody’s MIS, margins exclude intercompany royalty revenue and EBIT; intercompany royalty revenues assumed to have no associated costs. MSCI
2010 margins impacted by acquisition of lower margin business during fiscal year.
Comparable EBIT Margins: S&P Ratings and MH Financial vs. Peers
„   While there are some differences in business model and mix, both S&P Ratings and MH Financial
  operate at margins well below best-in-class pure play competitors
„   Following the separation of MH Education, Information & Media and the S&P Index business, the
  remaining S&P Ratings / MH Financial business will be positioned to improve its performance and
  bridge its margin gap with peers
  §   Senior management focused on one discrete business rather than four
  §   Eliminate corporate costs
  §   Better alignment of management incentives with business performance
MH Financial & S&P Ratings Underperform Pure Play Peers
 
 
 
21
S&P Ratings’ Issues:   Overshadows McGraw-Hill’s Other Businesses
Separating other businesses would release them from unjustified S&P Ratings
overhang, and allow for greater focus from top management at S&P Ratings.
“We remain long-term bullish on MHP (and MCO) but acknowledge that it will be difficult for the
shares to outperform near-term given increasing regulatory scrutiny, which has intensified
meaningfully since S&P’s downgrade of the US” - Piper Jaffray, August 18, 2011 (1)
“Negative headlines following S&P’s downgrade of the US sovereign rating reignited regulatory
fears. Here we believe incremental regulation beyond measures in Dodd-Frank seems unlikely.
Also, our price target includes a modest 10% discount [to McGraw-Hill’s total sum of the parts
enterprise value] for these risks ” - Goldman Sachs, August 18, 2011 (2)(3)
„   Public scrutiny of the S&P Ratings business serves as an overhang on McGraw-Hill’s valuation
„   Analysts and investors have accounted for public focus and regulatory scrutiny by applying a
  discount to the valuation of all McGraw-Hill’s businesses, not just to the S&P Ratings business
„   The result is that S&P Ratings (~50% of total EBIT) infects the valuation of the other businesses
  rather than protecting them through diversification (as management has historically contended)
„   McGraw-Hill can address this overhang through separation of MH Education, the S&P Index
  business and Information & Media … S&P Ratings meanwhile should add a well-known independent
  oversight figure to help manage the increasingly complex global regulatory landscape and external
  dialogue
(1) “Regulatory Worries Create Near-Term Headwind”; Peter P. Appert and George K. Tong; Piper Jaffray; August 18, 2011.
(2) “Reiterate Buy on ‘self-help’ headlines; we see 30% upside”; Sloan Bohlen and Conor Fennerty; The Goldman Sachs Group, Inc.; August 18, 2011.
(3) Goldman Sachs applies the same 10% valuation reserve to the value of Moody’s (GS report on Moody’s dated April 28, 2011: “Moody’s Corporation: Outsized 1Q is compelling but we are hesitant to chase; still
  Neutral”), for whom the vast majority of EBIT is directly related to ratings vs. ~50% at MHP.
 
 
 
22
McGraw-Hill’s business segments lack clear commercial or cost synergies.
In particular, MH Education and Info. & Media enjoy no benefits from the structure.
 
S&P Ratings
MH Financial
MH Education
Information & Media
S&P Ratings
 
 
Commercial Relationship for
S&P Index and Cross -
Selling Ratings Direct;
Limited Corporate Overhead
Limited Corporate
Overhead
Limited Corporate
Overhead
MH Financial
 
Commercial Relationship for
S&P Index and Cross -
Selling Ratings Direct;
Limited Corporate Overhead
 
Limited Corporate
Overhead
Limited Corporate
Overhead
MH Education
 
Limited Corporate Overhead
Limited Corporate Overhead
 
Limited Corporate
Overhead
Information &
Media
Limited Corporate Overhead
Limited Corporate Overhead
Limited Corporate
Overhead
 
„   MH Education and Information & Media realize no meaningful commercial or cost benefits from each
  other or the other McGraw-Hill segments
„   S&P Ratings and MH Financial maintain a relationship for indices and credit research
  §   S&P credit research reports should be housed within S&P Ratings (vs. MH Financial today)
  §   A separation of the S&P Index business should be achieved through a branding agreement for
  the S&P name, in line with comparable index transactions
No Real Synergies To Justify Drawbacks Of Conglomerate Structure
 
 
 
McGraw-Hill Portfolio Review & Assessment: Value Potential
 
 
 
24
„   McGraw-Hill is an overly complex equity story for analysts and investors
  §   For its size, McGraw-Hill is followed by a relatively small number of Wall Street analysts
  §   Diverse primary coverage universes of analysts highlight the difficult equity story
„   A sum of parts valuation is the best means to recognize the value of McGraw-Hill’s distinct assets
„   All of McGraw-Hill’s analysts believe the company’s assets are worth more separately than together
  §   ~25% average analyst sum of parts discount highlights substantial discount to fair value
  §   “The company’s valuation suffers from a conglomerate discount vs. pure play segment peer
  multiples … MHP can unlock additional value for shareholders through corporate actions
  including potential segment divestiture or spin-offs” (1)
 
Peer / Competitor Coverage
 
 
Firm (Analyst)
S&P
MH Fin
MH Ed
I & M
Sum of Parts / Upside (Date)
Other Coverage Areas
Piper (Appert)
X
X
X
X
$52 / 22% (7/29)
For-Profit Education
JP Morgan (Meltz)
X
X
 
X
$55 / 33% (8/1)
Radio, Publishing
Goldman (Bohlen)
X
 
 
 
$50 / 25% (8/18)
REITs, info services
Stifel (Crum)
X
 
X
 
NA
Large Cap Diversified Media
Lazard (Bird)
X
 
 
 
$55 / 33% (8/1)
Ad Agencies, Newspapers
Benchmark
(Atorino)
X
 
 
X
NA
Newspapers, Broadcasting
Evercore (Arthur)
X
 
 
 
$45-58 / 16% (8/2)
Outdoor, Newspapers, Broadcast
A clearer story would unlock value by improving analyst and investor focus
and free McGraw-Hill’s businesses to explore value-creation opportunities.
Note: ‘X’ indicates segments whose comparables / competitors the analysts covers as part of their primary coverage universe. Sum of parts upside percentage based on share price on date of research report.
(1) “Reiterate Buy on ‘self-help’ headlines; we see 30% upside”; Sloan Bohlen and Conor Fennerty; The Goldman Sachs Group, Inc.; August 18, 2011.
Corporate Structure Impedes Recognition Of True Value
 
 
 
25
„   An immediate separation of McGraw-Hill’s businesses would unlock substantial shareholder value by
  eliminating the current conglomerate discount, accelerating corporate and segment cost rationalization
  which would lead to margin improvement, and facilitating appropriate capitalization
$51
$65
„   Unlocking McGraw-Hill’s long-term
  conglomerate discount (2) would
  result in ~$11 of value
„   Eliminating McGraw-Hill’s
  corporate cost structure would
  contribute ~$6 of value
„   Execution of McGraw-Hill’s
  authorized buyback would create
  $3.50 of immediate value
„   Bridging the remaining margin gap
  with McGraw-Hill’s peers (gap
  after collapsing the corporate
  structure) would create an
  additional ~$4 of value
$61
Separation would unlock substantial value and could create even greater value
through M&A activity for each segment.
(1)
(1) Represents closing price on 6/13/2011, the day before McGraw-Hill announced its portfolio review, intention to sell broadcasting and review of G&A.
(2) Based on McGraw-Hill’s long-term discount to the weighted average P/E multiple of its peers (as shown on page 7) and average conglomerate discount per analyst research (as shown on page 24).
(3) Represents elimination of McGraw-Hill’s $164.4mm of 2010 adjusted corporate costs valued at a 17.8x forward P/E multiple. Valuation multiple represents MHP’s 6/13/2011 multiple adjusted for elimination of
  the company’s conglomerate discount; this is in line with the 17.9x weighted average multiple of MHP’s peers on 6/13/2011 (see page 7). Assumes MHP’s corporate tax rate.
(4) Assumes repurchase at 6/13/2011 closing price. Assumes funding through new leverage of 2x EBITDA at MH Education, MH Financial and Information & Media segments, with no incremental leverage on S&P
  Ratings (implies pro forma net leverage of ~1x EBITDA on all MHP). Assumes 4.5% after tax cost of debt.
(5) Represents value from bridging remaining margin gap with peers after elimination of $164.4mm of adjusted corporate costs. Peer margin comparison detail shown on pages 14, 18 and 20. Assumes multiple
  and tax rate consistent with footnote 3.
$58
(2)
Portfolio Review Can Result In Substantial Value Creation
(3)
(4)
(5)
 
 
 
26
Conclusion
„   McGraw-Hill’s conglomerate structure acts as a significant constraint on each of its businesses,
  hampering operational performance, strategic flexibility in allocating capital and share price valuation
„   McGraw-Hill has much more meaningful and beneficial opportunities to improve operating performance
  and clarify the underlying value of its assets than the actions undertaken to date (such as seeking to
  sell broadcasting, which accounts for only ~2% of total EBIT)
„   A wide ranging, transformative and comprehensive resolution of the corporate structure and cost
  structure is essential for McGraw-Hill to improve operating performance and shareholder return
  §   Separating MH Education, Information & Media and the S&P Index business would position these
  businesses to improve performance and participate in consolidation, thus unlocking value
  §   Collapsing McGraw-Hill’s corporate cost structure and eliminating duplicative overhead costs
  would enhance this value creation
  §   Accelerated share buybacks would multiply the value creation impact of these changes
  §   Bolstering S&P Ratings with an independent oversight figure would help the business navigate an
  increasingly complex global regulatory environment and heightened public focus
„   JANA and OTPP each look forward to providing an independent shareholder perspective to McGraw-
  Hill’s management and Board of Directors as they conduct the current portfolio review
The real question is why would McGraw-Hill not promptly take these steps to
improve operating performance and unlock shareholder value?