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S&P Global Inc. Director's Dealing 2006

Mar 10, 2006

29804_dirs_2006-03-10_0020e144-a5e7-412d-a1c0-4b74dc34827f.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: 2006-03-08

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-03-08 Common Stock J 250.8124 Acquired 1299245.4304 Direct
2006-03-08 Common Stock A 30475 Acquired 1329720.4304 Direct
2006-03-08 Common Stock F 28201 Disposed 1301519.4304 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options (Right to Buy) $45.50 2008-01-01 Common Stock (89604.00) 89604.00 Direct
Options (Right to Buy) $45.50 2008-04-28 Common Stock (73894.00) 73894.00 Direct
Options (Right to Buy) $45.50 2009-01-03 Common Stock (157132.00) 157132.00 Direct
Options (Right to Buy) $47.82 2010-01-02 Common Stock (196729.00) 196729.00 Direct
Options (Right to Buy) $47.82 2011-04-01 Common Stock (242118.00) 242118.00 Direct
Options (Right to Buy) $33.89 2012-03-31 Common Stock (358000.00) 358000.00 Direct
Options (Right to Buy) $47.82 2013-03-31 Common Stock (298410.00) 298410.00 Direct
Options (Right to Buy) $38.22 2014-03-31 Common Stock (408000.00) 408000.00 Direct
Options (Right to Buy) $43.25 2015-03-31 Common Stock (334600.00) 334600.00 Direct

Footnotes

F1: These shares were acquired under The McGraw-Hill Companies Dividend Reinvestment Plan.

F2: Award of stock pursuant to The McGraw-Hill Companies' 2002 Stock Incentive Plan 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 1, 2006, the valuation date.

F4: Withholding of shares of Common Stock under the McGraw-Hill Companies' 2002 Stock Incentive Plan to satisfy withholding obligation in transaction exempt under and complying with Rule 16b-3.

F5: Total derivative security amount shown includes options previously reported and reflects full amount of shares underlying options.

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