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S&P Global Inc. Director's Dealing 2004

Mar 1, 2004

29804_dirs_2004-03-01_9e9ab17a-88b7-495d-9121-68e0804c36ee.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRAW-HILL COMPANIES INC (MHP)
CIK: 0000064040
Period of Report: 2004-02-27

Reporting Person: MCGRAW HAROLD III (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-02-27 Common Stock D 2669 Disposed 501083.2210 Direct
2004-02-27 Common Stock F 4767 Disposed 496316.2210 Direct
2004-02-27 Common Stock J 218.7498 Acquired 496534.9708 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options (Right to Buy) $36.1875 2008-01-01 Common Stock (74400.0000) 74400.0000 Direct
Options (Right to Buy) $38.0625 2008-04-28 Common Stock (60000.0000) 60000.0000 Direct
Options (Right to Buy) $51.6250 2009-01-03 Common Stock (110000.0000) 110000.0000 Direct
Options (Right to Buy) $59.2813 2010-01-02 Common Stock (125000.0000) 125000.0000 Direct
Options (Right to Buy) $59.1300 2011-04-01 Common Stock (154000.0000) 154000.0000 Direct
Options (Right to Buy) $67.7700 2012-03-31 Common Stock (179000.0000) 179000.0000 Direct
Options (Right to Buy) $56.2300 2013-03-31 Common Stock (194000.0000) 194000.0000 Direct

Footnotes

F1: Forfeiture of stock pursuant to The McGraw-Hill Companies' 1993 Employee Stock Incentive Plan in transaction exempt under and complying with Rule 16b-3.

F2: Withholding of shares of Common Stock under the McGraw-Hill Companies' 1993 Employee Stock Incentive Plan to satisfy withholding obligation in transaction exempt under and complying with Rule 16b-3.

F3: Price was determined based on the mean of the high and low trading prices on February 3, 2004, the valuation date.

F4: Includes shares acquired under The McGraw-Hill Companies Dividend Reinvestment Plan.

F5: Includes shares acquired under The McGraw-Hill Companies' Dividend Reinvestment Plan and 47,021.9273 shares held by two minor children.

F6: The option becomes exercisable 50% on the first anniversary of the grant and 50% on the second anniversary of the grant.

F7: Total derivative security amount shown includes options previously reported and reflects full amount of shares underlying options.