The McGraw-Hill Companies, Inc. - Shareholder/Analyst Call

McGraw-Hill Companies Inc. (MHP)

April 25, 2012 11:00 am ET


Harold Whittlesey McGraw - Chairman, Chief Executive Officer, President and Chairman of Executive Committee

Kenneth M. Vittor - Executive Vice President and General Counsel

Unknown Executive -

John Berisford - Executive Vice President of Human Resources

D. Edward Smyth - Executive Vice President of Corporate Affairs and Executive Assistant to the Chairman, Chief Executive Officer & President



Good morning, and welcome to The McGraw-Hill Companies 2012 Annual Shareholders' Meeting. The meeting is being conducted at McGraw-Hill's international headquarters in New York City. At this time, I would like to inform you that the call is being recorded for broadcast [Operator Instructions] This call is also being webcast from The McGraw-Hill Companies' website and will be available for replay about 2 hours after this meeting ends both by phone and on the web.

To do that, go to the company's homepage at, and click on the link for the Annual Shareholders' Meeting.

Harold Whittlesey McGraw

Thank you, and for being with us today. I would like to introduce you to the gentleman at the table on my right. That's Ken Vittor. He's the Executive Vice President and General Counsel of the corporation, and Ken joined McGraw-Hill in 1981, and he’s served as our General Counsel for the last 17 years.

Now it's my pleasure to introduce our Board of Directors. We have a world-class board, whose dedication, expertise and leadership are a tremendous sense of pride to the corporation, and I would kindly ask each of our directors to stand as I say their names and remain standing. And please, if you would, hold your applause until all of them are introduced.

First, Pedro Aspe, Co-Chairman, Evercore Partners, Chairman of Protego and the Former Finance Minister of Mexico; Sir Win Bischoff, Chairman of Lloyds Banking Group and the Chairman of the Financial Policy Committee; Linda Koch Lorimer, Vice President and Secretary, Yale University; Robert P. McGraw, Chairman and Chief Executive Officer, Averdale Holdings LLC; Hilda Ochoa-Brillembourg, President and Chief Executive Officer, Strategic Investment Group; Sir Michael Rake, Chairman, BT Group and Chairman of the McGraw-Hill Audit Committee; Edward Rust, Chairman, President and Chief Executive Officer, State Farm Insurance Company and the Lead Director for the McGraw-Hill Company; Kurt Schmoke, Dean of the Howard University School of Law and the former Mayor of Baltimore; Sidney Taurel, Chairman Emeritus, Eli Lilly and Company and Chairman of the Compensation and Leadership Development Committee; Dick Thornburgh, Vice Chairman, Corsair Capital LLC and former Vice Chairman, Credit Suisse. Our remaining director, William Green is Executive Chairman of Accenture; due to a prescheduled meeting, is at his own meeting in Ireland today and we miss him and he's unable to be with us, but I'm particularly pleased that Bill Green and Dick Thornburgh joined our board last year. They've already added immeasurably to the depth, knowledge and perspective of this strong board. We couldn't be more pleased to have them.

And finally, if I could ask Doug Daft, if you could stand. I also want to take this opportunity to thank our director who'll be retiring from the board after today's meeting and who has brought such extraordinary judgment and global insight as a member of the board for the past 9 years. We had the opportunity to say a very special thank you to Doug last night at a dinner. You just can't thank these people enough for their willingness to serve. So thank you, Doug Daft, Former Chairman and CEO of the Coca-Cola Company. Thank you for your incredible service and wish you and Delphine all the best in your retirement. Ladies and gentlemen, the Board of Directors.

Thank you very much. We also have a number of retired directors and executives that are with us this morning here, and I'd like to honor them and say a special thank you. And I'd ask them, as part of the recognition, if they would please stand. Our former Chairman and CEO, Joe Dionne. Joe? There you go. Vernon Alden, Lois Rice, James Ross, Bob Evanson, Henry Hirschberg, Steve Shepard and Tom Sullivan.

I've only introduced Ken Vittor. And now I'd like to introduce the other members of the senior management team, and I'd ask them to please stand and remain standing. Jack Callahan, Executive Vice President and Chief Financial Officer; John Berisford, Executive Vice President, Global Human Resources; Ted Smyth, Executive Vice President, Corporate Affairs and Executive Assistant to the Chairman, President and CEO; Charles Teschner, Executive Vice President, Global Strategy; Robert Bahash, President McGraw-Hill Education; Louis Eccleston, President S&P Capital IQ/S&P Indices; Glenn Goldberg, President, Commodities & Commercial markets; Doug Peterson, President Standard & Poor's Ratings. Thank you, gentlemen.

We will now proceed to the business of our annual meeting, the purpose of which is: one, to review the 2011 operations and to look at our prospect for 2012 and beyond; two, to elect 12 directors; three, to vote on the proposal to approve, on an advisory basis, the executive compensation program for the company's named executive officers; four, to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2012; five, to vote on a shareholder proposal requesting shareholder action by written consent; and six, to take up any other matters that may properly come before this meeting.

Ken Vittor will establish that this meeting is duly called, a quorum is present, that other formalities have been complied with. After he has done so, he will advise us that a quorum is present, we can proceed with the matters listed in item 2 of the agenda, which was distributed to everyone as you came in. Ken?

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