Standard & Poor’s Corporate Value Consulting Unit to Merge with Duff & Phelps

Standard & Poor’s Corporate Value Consulting Unit to Merge with Duff & Phelps Combination Will Create a Leading Independent Financial Advisory Firm

New York, NY, September 19, 2005 Duff & Phelps, LLC, an independent financial advisory and investment banking firm, and The McGraw-Hill Companies, Inc. (NYSE: MHP), parent company of Standard & Poor’s, announced the signing of an agreement under which the Standard & Poor’s Corporate Value Consulting (CVC) business unit, a leading provider of valuation and financial advisory services, will merge with Duff & Phelps concurrent with a management led buyout of CVC. The new firm will operate under the Duff & Phelps name. Terms of the transaction, expected to close in late September, have not been disclosed.

The combination will create a leading independent financial advisory firm with over 600 employees serving clients globally through offices in 15 cities in the United States and Europe. Duff & Phelps will offer a broad array of consulting and investment banking services, including financial reporting and tax valuation, fixed asset and real estate consulting, M&A advisory, fairness and solvency opinions, ESOP and ERISA advisory services, legal business solutions and dispute consulting.

“This combination establishes a new strategic paradigm for the industry,” said Noah Gottdiener, chief executive officer of Duff & Phelps. “The implementation of Sarbanes-Oxley has forced managers, boards and shareholders to become more concerned with conflicts of interest and overall corporate governance issues. Government and investor scrutiny has never been more intense, and the new firm is designed to set the standard in providing independent financial advisory services of the highest order. Duff & Phelps will become the world’s leading valuation and financial advisory services firm.”

Gerry Creagh, executive managing director of CVC who will become co-president of the combined firm said, “The new firm will be well positioned to capitalize on the global shift occurring in the regulatory environment, providing a strong platform from which to continue our global expansion and invest in services with high growth potential. The businesses of Duff & Phelps and CVC are complementary, providing strong strategic rationale for the combination.”

“The scale and breadth of services of the combined firm will enhance our ability to serve all of our advisory, consulting and investment banking clients,” said Chet Gougis, who will become the combined firm’s co-president. “Merging with a strong organization like CVC also creates the opportunity to grow and further enhance the Duff & Phelps name which has established a reputation for objectivity, integrity and exceptional client service built over seventy years.”

Financial backing for the transaction will be provided by Lovell Minnick Partners and Vestar Capital Partners. GE Capital will provide debt financing.

About Duff & Phelps, LLC
Duff & Phelps is a financial advisory and investment banking firm focused on providing merger and acquisition, private placement, valuation, financial opinion and ESOP and ERISA advisory services. Since 1932, Duff & Phelps has been committed to delivering independent advice and service of exceptional quality to a broad range of public and private companies. For more information, visit www.duffandphelps.com.

About Standard & Poor’s Corporate Value Consulting
Standard & Poor’s Corporate Value Consulting is a leading provider of independent and objective valuation and corporate finance advice in connection with financial reporting and tax; mergers, acquisitions, joint ventures, divestitures and corporate restructurings; capital allocation, project investment and capital structure decisions; and commercial and shareholder disputes. For more information, visit www.standardandpoors.com.

Office Locations
PHILADELPHIA • LOS ANGELES • NEW YORK