Fitch Confirms McGraw-Hill's IDR at 'A+'; Outlook Stable.

NEW YORK -- In response to the restructuring described below, Fitch Ratings has confirmed The McGraw-Hill Companies, Inc.'s (McGraw-Hill) long-term Issuer Default Rating (IDR) at 'A+'. The Outlook is Stable. McGraw-Hill's current ratings are as follows:

--IDR at 'A+';

--Short-term IDR at 'F1';

--Senior unsecured at 'A+';

--Commercial paper at 'F1'.

On Jan. 2, 2009, McGraw-Hill announced that it had completed an internal restructuring that has moved most of the U.S. operations of its Standard & Poor's business into a wholly-owned subsidiary of McGraw-Hill, Standard & Poor's Financial Services LLC (S&P). Prior to this restructuring, the U.S. operations of Standard & Poor's were conducted as a division of McGraw-Hill. S&P has provided guarantees to the banks, commercial paper dealers and bondholders, maintaining the debt instruments pari passu with each other. The restructuring and the resulting guarantees provided by the new S&P subsidiary does not create a material change to the credit profile and has no impact on McGraw-Hill's rating.

McGraw-Hill's rating and Outlook reflect its capacity to weather an economic downturn due to its business diversification and strong balance sheet. Elements of McGraw-Hill's strategy include returning capital to shareholders and making smaller, financially prudent acquisitions. These elements are also incorporated within the current rating and Outlook. As explained in Fitch's most recent report on McGraw-Hill, the rating could be pressured if the company adopted more aggressive financial policies (including buybacks in excess of free cash flow) or if regulatory or litigation-related event risk were to be heightened.

For the latest 12 months (LTM) ended Sept. 30, 2008, gross debt-to-EBITDA is approximately 0.9 times. As of Sept. 30, 2008, debt comprised of $1.2 billion in senior unsecured notes and $307 million in commercial paper (CP) borrowings. Liquidity, as of Sept. 30, 2008 is supported by $485 million of cash on hand (predominantly in international markets) and $843 million in availability under its credit facility ($1.15 billion capacity less CP borrowings).

For further information, please see Fitch's Oct. 7, 2008 Credit Analysis report available on the Fitch Ratings web site at www.fitchratings.com.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.