PAGE 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission file number 1-7564 DOW JONES & COMPANY, INC. (Exact name of registrant as specified in its charter) DELAWARE 13-5034940 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 LIBERTY STREET, NEW YORK, NEW YORK 10281 (Address of principal executive offices) (Zip Code) (212) 416-2000 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- The number of shares outstanding of each of the issuer's classes of common stock on September 30, 1997: 74,715,754 shares of Common Stock and 21,591,071 shares of Class B Common Stock. PAGE 2 PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements CONDENSED CONSOLIDATED STATEMENTS OF INCOME Dow Jones & Company, Inc. Quarters Ended Nine Months Ended September 30 September 30 ========================================================================================== (in thousands except per share amounts) 1997 1996 1997 1996 - ------------------------------------------------------------------------------------------ REVENUES: Information services $286,911 $276,822 $ 822,050 $ 833,380 Advertising 235,180 202,900 720,278 634,694 Circulation and other 114,235 115,149 340,705 342,268 - ------------------------------------------------------------------------------------------ Total revenues 636,326 594,871 1,883,033 1,810,342 - ------------------------------------------------------------------------------------------ EXPENSES: News, operations and development 225,841 205,879 650,446 603,313 Selling, administrative and general 223,219 208,706 657,765 613,298 Newsprint 36,485 36,573 108,145 127,358 Second class postage and carrier delivery 27,690 26,746 83,759 80,715 Depreciation and amortization 62,097 54,695 181,735 162,342 - ------------------------------------------------------------------------------------------ Operating expenses 575,332 532,599 1,681,850 1,587,026 - ------------------------------------------------------------------------------------------ Operating income 60,994 62,272 201,183 223,316 OTHER INCOME (DEDUCTIONS): Investment income 803 976 2,563 3,075 Interest expense (4,970) (5,206) (14,922) (12,683) Equity in (losses) earnings of associated companies (4,544) (3,310) (22,031) 1,450 Other, net (712) 14,966 3,620 13,806 - ------------------------------------------------------------------------------------------ Income before income taxes and minority interests 51,571 69,698 170,413 228,964 Income taxes 24,549 30,536 82,822 103,729 - ------------------------------------------------------------------------------------------ Income before minority interests 27,022 39,162 87,591 125,235 Minority interests in (earnings) losses of subsidiaries (144) 1,514 (408) 5,091 - ------------------------------------------------------------------------------------------ NET INCOME $ 26,878 $ 40,676 $ 87,183 $ 130,326 ========================================================================================== PER SHARE: Net income $.28 $.42 $.91 $1.34 Cash dividends declared .72 .72 ========================================================================================== Weighted-average shares outstanding 96,124 96,725 95,836 97,054 ========================================================================================== See notes to condensed consolidated financial statements. PAGE 3 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Dow Jones & Company, Inc. Nine Months Ended September 30 =========================================================================== (in thousands) 1997 1996 - --------------------------------------------------------------------------- OPERATING ACTIVITIES: Net income $ 87,183 $ 130,326 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 181,735 162,342 Changes in assets and liabilities 62,232 2,862 Other, net 20,584 (8,081) - --------------------------------------------------------------------------- Net cash provided by operating activities 351,734 287,449 - --------------------------------------------------------------------------- INVESTING ACTIVITIES: Additions to plant and property (246,701) (168,482) Businesses and investments acquired, net of cash received (55,288) (134,154) Disposition of businesses and investments 5,784 23,855 Other, net 18,299 9,744 - --------------------------------------------------------------------------- Net cash used in investing activities (277,906) (269,037) - --------------------------------------------------------------------------- FINANCING ACTIVITIES: Cash dividends (68,982) (69,970) Increase in long-term debt 32,310 137,608 Reduction of long-term debt (41,711) (65,811) Purchase of treasury stock (48,186) Other, net 25,774 26,012 - --------------------------------------------------------------------------- Net cash used in financing activities (52,609) (20,347) - --------------------------------------------------------------------------- Effect of exchange rate changes on cash (30) (662) - --------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents 21,189 (2,597) Cash and cash equivalents at beginning of year 6,769 13,667 - --------------------------------------------------------------------------- Cash and cash equivalents at September 30 $ 27,958 $ 11,070 =========================================================================== See notes to condensed consolidated financial statements. PAGE 4 CONDENSED CONSOLIDATED BALANCE SHEETS Dow Jones & Company, Inc. September 30 December 31 =========================================================================== (in thousands) 1997 1996 - --------------------------------------------------------------------------- ASSETS: Cash and cash equivalents $ 27,958 $ 6,769 Accounts receivable--trade, net 280,808 313,205 Inventories 10,315 10,840 Other current assets 77,452 72,871 - --------------------------------------------------------------------------- Total current assets 396,533 403,685 - --------------------------------------------------------------------------- Investments in associated companies, at equity 194,821 215,478 Other investments 97,022 99,587 Plant and property, at cost 2,399,905 2,219,490 Less, accumulated depreciation 1,577,461 1,480,090 - --------------------------------------------------------------------------- 822,444 739,400 Excess of cost over net assets of businesses acquired, less amortization 1,266,962 1,272,489 Other assets 36,078 28,992 - --------------------------------------------------------------------------- Total assets $2,813,860 $2,759,631 =========================================================================== LIABILITIES: Accounts payable and accrued liabilities $ 290,552 $ 291,780 Income taxes 60,038 63,868 Unearned revenue 254,393 240,239 Current maturities of long-term debt 5,318 5,318 - --------------------------------------------------------------------------- Total current liabilities 610,301 601,205 Long-term debt 322,936 332,300 Other noncurrent liabilities 197,657 182,133 - --------------------------------------------------------------------------- Total liabilities 1,130,894 1,115,638 - --------------------------------------------------------------------------- STOCKHOLDERS' EQUITY: Common stocks 102,181 102,181 Additional paid-in capital 135,387 134,434 Retained earnings 1,619,988 1,601,787 Unrealized gain on investments 5,818 12,353 Cumulative translation adjustment (8,731) (5,896) - --------------------------------------------------------------------------- 1,854,643 1,844,859 Less, treasury stock, at cost 171,677 200,866 - --------------------------------------------------------------------------- Total stockholders' equity 1,682,966 1,643,993 - --------------------------------------------------------------------------- Total liabilities and stockholders' equity $2,813,860 $2,759,631 =========================================================================== See notes to condensed consolidated financial statements. PAGE 5 NOTES TO FINANCIAL STATEMENTS Dow Jones & Company, Inc. 1. The accompanying unaudited condensed consolidated financial statements reflect all adjustments considered necessary by management to present fairly the company's consolidated financial position as of September 30, 1997, and December 31, 1996, and the consolidated results of operations for the three- month and nine-month periods ended September 30, 1997 and 1996, and the consolidated cash flows for the nine-month periods then ended. All adjustments reflected in the accompanying unaudited condensed consolidated financial statements are of a normal recurring nature. The results of operations for the respective interim periods are not necessarily indicative of the results to be expected for the full year. 2. The first quarter of 1997 included a gain of four cents per share from the sale of the company's American Demographics subsidiary, a publisher of information products serving the marketing industry. Net income in the third quarter of 1997 included a net enhancement of 11 cents per share from certain one-time fees received from licensing The Dow Jones Averages. 3. On June 17, 1997, the company purchased Indepth Data Inc., a provider of comprehensive historical and real-time information on fixed-income instruments. 4. Supplementary cash flow data: Nine Months Ended September 30 =========================================================================== (in thousands) 1997 1996 - --------------------------------------------------------------------------- Interest payments $ 11,441 $ 9,354 Income tax payments 88,491 121,908 ============================================================================ 5. Certain of the 1996 amounts have been reclassified for comparative purposes. PAGE 6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 Net income for the third quarter of 1997 was $26.9 million, or $.28 per share, a decline of 33.9% from the $40.7 million, or $.42 per share, earned in 1996's third quarter. Earnings in 1997's third quarter were enhanced $10.6 million, or 11 cents per share, from certain one-time fees received for licensing The Dow Jones Averages. The third quarter of 1996 included a gain of $8.8 million, or nine cents per share, from the sale of the company's interest in Press-Enterprise Co. Excluding these one-time items, net income fell 49% from a year ago. The drop in earnings is primarily due to investment spending and declining operating results at Dow Jones Markets, partially offset by improved results in the business publishing segment. In early 1997, the company launched a $650 million investment program to revitalize Dow Jones Markets over a three to four year period. Expenses from this program, combined with declining results at Dow Jones Markets, are expected to have a substantial adverse effect on consolidated earnings in 1997 and 1998. The revitalization plan, and other alternatives, are subject to periodic review by management and the Board of Directors. A reassessment is currently underway in conjunction with the company's annual budget process. For the first nine months of 1997, net income of $87.2 million, or $.91 per share, was down $43.1 million, or 33.1%, from net income of $130.3 million, or $1.34 per share, in 1996. Earnings in 1997's first quarter included a gain of four cents per share from the sale of the company's American Demographics subsidiary, a publisher of information products serving the marketing industry. Third-quarter 1997 operating income slipped 2.1%, to $61 million. The operating margin fell to 9.6% from 10.5% a year ago. Revenues advanced $41.5 million, or 7%, to $636.3 million. Revenue growth was the result of an 18% advertising linage gain at The Wall Street Journal and upfront fees for licensing The Dow Jones Averages. Dow Jones Markets revenues declined 6.9%. Operating expenses in the third quarter of $575.3 million climbed $42.7 million, or 8%, primarily due to Dow Jones Markets revitalization program and rising content costs from information providers. By comparison, operating expenses through the first half of the year had increased only 4.9% from 1996, reflecting the impact of a drop in newsprint prices. Newsprint expense in the third quarter of 1997 approximated 1996's level as the gap in newsprint prices for the two corresponding periods narrowed and consumption increased. Operating income in the first nine months of 1997 was $201.2 million, down 9.9% from the like period last year. A substantial drop in earnings from financial information services exceeded significant operating income gains at the business publishing and community newspapers segments. Revenues of $1.88 billion advanced $72.7 million, or 4%, while operating expenses increased $94.8 million, or 6%. The company employed 12,491 full- time employees at September 30, 1997, up 6.1% from 11,777 a year earlier, as a result of increased staffing at Dow Jones Markets and The Wall Street Journal. PAGE 7 SEGMENT DATA The company's operations are divided into the following three segments: business publishing, financial information services and community newspapers. Business publishing contains the company's Print Publications, as well as the Dow Jones Interactive Publishing group and some Television operations. Business publishing serves the corporate business consumer and private investor marketplaces by providing news and information in a wide variety of print and electronic media. Business publishing accounted for half of the company's revenues in the first nine months of 1997. Financial information services includes Dow Jones Markets (formerly Dow Jones Telerate); Dow Jones' financial newswires, such as the Dow Jones News Service, the AP-Dow Jones newswires and Federal Filings; and the Dow Jones Global Indexes group, which licenses The Dow Jones Averages. This segment primarily serves the worldwide financial services industry - including traders and brokers - with real-time business and financial news, quotes, trading systems and analytical tools. Financial information services composed 38% of the company's revenues in the first nine months of 1997. The community newspapers segment consists of the company's Ottaway Newspapers Inc. subsidiary, which publishes 19 daily newspapers in communities throughout the United States. The community newspapers segment accounted for 12% of the company's revenues through September 1997. The following table compares revenues and operating income by business segment for the quarters and nine months ended September 30, 1997 and 1996: Quarters Ended September 30 ============================================================================ % Increase (in thousands) 1997 1996 (Decrease) - ---------------------------------------------------------------------------- Revenues: Business publishing $310,660 $281,712 10.3 Financial information services 249,391 240,468 3.7 Community newspapers 76,275 72,691 4.9 - ---------------------------------------------------------------------------- Operating Income: Business publishing $ 47,682 $ 24,258 96.6 Financial information services 5,566 32,551 (82.9) Community newspapers 12,743 11,390 11.9 ============================================================================ Nine Months Ended September 30 ============================================================================ Revenues: Business publishing $950,505 $872,812 8.9 Financial information services 711,223 726,446 (2.1) Community newspapers 221,305 211,084 4.8 - ---------------------------------------------------------------------------- Operating Income: Business publishing $167,026 $ 92,826 79.9 Financial information services 12,440 118,937 (89.5) Community newspapers 36,467 28,111 29.7 ============================================================================ PAGE 8 BUSINESS PUBLISHING Third-quarter operating income of $47.7 million grew $23.4 million, or 96.6%, from the comparable 1996 quarter. The rise was attributable to an 18% advertising volume gain at The Wall Street Journal. The operating margin jumped to 15.3% from 8.6% in 1996. Revenues of $310.7 million gained $28.9 million, or 10.3%, and operating expenses rose only $5.5 million, or 2.1%. In the third quarter, revenues from Print Publications, which includes the results of The Wall Street Journal and its international editions in Europe and Asia, Barron's as well as other periodicals, improved 11.4%. Advertising revenue advanced 19.4%, primarily the result of the advertising linage gain at The Wall Street Journal. General advertising linage, which was about 56% of total Journal linage, grew 22.6%. Financial advertising linage, which composed about 30% of Journal linage, climbed 14.9%. Classified and other Journal linage was up 8.6%. Barron's national advertising pages gained 19%. Advertising revenue for international print publications, which include the Asian and European Journals, the Far Eastern Economic Review and inserts such as The Wall Street Journal Americas, advanced 10.2%. Circulation revenue was flat compared with 1996's third quarter. Expenses for Print Publications increased 3.1%, reflecting higher costs associated with advertising volume and increased selling efforts to expand circulation. Dow Jones Interactive Publishing revenues rose 2.8% in the quarter. The Interactive Journal, which became a subscription service in the latter part of 1996, had over 142,000 subscribers as of September 30, 1997. Expenses for the group rose 4.8%, reflecting higher content costs from information providers and increased expenses from Interactive Journal operations. Television operating losses within the business publishing segment fell $3.3 million, the result of discontinuing the Dow Jones Investor Network in January 1997 and improved operating results from European Business News. Including equity losses, pretax television losses were $2.5 million less than the like period in 1996. Business publishing operating income for the nine months ended September 30, 1997 was $167 million, a gain of $74.2 million, or 79.9%, from the comparable 1996 period. Business publishing revenues of $950.5 million improved $77.7 million, or 8.9%, from the corresponding period in 1996, while expenses rose just $3.5 million, or 0.4%. Print Publications revenues grew 9.6% in the first nine months of 1997. Advertising revenue climbed 15.6%, with Wall Street Journal linage up 15.4% and Barron's national advertising pages increasing 6.7%. Advertising revenue for the international publications grew 7.3%. Circulation revenue for Print Publications was relatively flat versus the first nine months of 1996. Average circulation for the domestic Wall Street Journal slipped about 0.6%, to 1,788,000. Average combined circulation for the Asian and European Journals rose about 0.6% to 118,000. Barron's average circulation declined 0.8%, to approximately 296,000. Print Publications expenses were even with last year, as lower newsprint prices offset higher costs related to advertising volume and additional circulation selling expenses. PAGE 9 For the nine months ended September 30, 1997, total pretax losses due to worldwide television ventures, including operating losses from European Business News, and equity losses from ventures in Asia and the U.S., were $40.2 million compared with losses of $33.6 million in the corresponding period in 1996. The current year was negatively affected by start-up losses of WBIS+, the company's half-owned New York television station. The company and its partner ITT Corp. have agreed to sell WBIS+ to Paxson Communications Corp, which assumed operations of the station on June 29, 1997. The number of full-time employees in the business publishing segment increased 2.1% from September 30, 1996 due to an expansion of The Wall Street Journal staff. FINANCIAL INFORMATION SERVICES Financial information services segment third-quarter operating income declined $27 million, or 82.9%, to $5.6 million. Excluding Dow Jones Global Indexes, the segment would have reported a loss of $12.4 million. Fluctuations in foreign currency exchange rates contributed $5.6 million to the decline in operating income from 1996's third quarter. A significant downturn at Dow Jones Markets negatively affected the segment's results for the quarter. Dow Jones Markets revenues fell 6.9% (or 1.6% excluding foreign exchange) in the third quarter. In early 1997 the company launched a revitalization program for Dow Jones Markets to expand and improve its competitive position in news, real- time prices, historical data, analytical products and third-party services. Dow Jones Markets is also developing a distribution infrastructure based on standard Internet protocols which is expected to be more flexible than its current page-based system. Reflecting the revitalization plan, Dow Jones Markets' expenses rose 17.1% in the third quarter. The company is currently reviewing the revitalization plan and other alternatives in conjunction with the company's annual budget process. Financial information services revenues for the quarter gained $8.9 million, or 3.7%, to $249.4 million. Excluding Global Indexes, segment revenue was down 4.6%. Dow Jones Markets revenue declined 6.9%, or 1.6% without the impact of foreign currency fluctuations. Revenues from the company's newswires improved 7.1%. Domestic revenues for the segment were up 22.6%, or 0.8% excluding Global Indexes. Foreign revenues fell 8%, or 0.9% excluding foreign exchange. To date, Global Indexes revenue has been almost entirely one-time fees from the licensing of The Dow Jones Averages. Prospectively, revenues will be dependent on fees generated from the trading of products based on these averages. Third-quarter 1997 segment operating expenses of $243.8 million climbed $35.9 million, or 17.3%. Excluding the effect of foreign currency exchange fluctuations, operating expenses rose 19.7%. The rise was primarily due to expenses for the revitalization program. PAGE 10 For the first nine months of 1997, financial information services operating income was $12.4 million, a decline of $106.5 million, or 89.5%, from the like period in 1996. (Excluding Global Indexes, the segment's operating loss was $8.4 million.) Revenues decreased $15.2 million, or 2.1%, while expenses rose $91.3 million, or 15%. Dow Jones Markets revenues fell 8.1% in the first nine months and are expected to be down in that range for the full year. Excluding the effect of foreign currency exchange fluctuations in the first nine months of 1997, operating income would have declined $90.9 million, or 76.4%, with revenues up 1.5% and operating expenses increasing 16.7%. At September 30, 1997, the number of full-time employees in this segment was up approximately 14.5% from a year earlier, largely due to expanded staffs for the revitalization program and the acquisition of Indepth Data Inc., a provider of comprehensive historical and real-time information on fixed-income instruments. COMMUNITY NEWSPAPERS The segment's third-quarter 1997 operating income of $12.7 million advanced $1.4 million, or 11.9%, compared with the like 1996 quarter. Community newspapers revenues of $76.3 million improved $3.6 million, or 4.9%. Advertising revenue grew 5.9%, with a linage increase of 2.1%. Circulation revenue rose 2.1% from the year-ago quarter. Operating expenses of $63.5 million gained $2.2 million, or 3.6%. Community newspapers operating income for the first nine months of 1997 advanced $8.4 million, or 29.7%, to $36.5 million. Revenues were up $10.2 million, or 4.8%, while operating expenses increased $1.9 million, or 1%. Current year results benefited from a decline in newsprint prices, as newsprint expense dropped 16.9% compared to the first nine months of 1996. OTHER INCOME / DEDUCTIONS Interest expense in 1997's third quarter declined $0.2 million, or 4.5%, from the third quarter of 1996. For the first nine months of 1997, interest expense was up $2.2 million, or 17.7%, primarily reflecting a higher average debt level in the first half of 1997. Long-term debt as of September 30, 1997 was $323 million versus $332 million at June 30, 1997, and $326 million at September 30, 1996. In the third quarter of 1997, the company's share of losses from associated companies was $4.5 million, an increase of $1.2 million, or 37.3%, from the year ago loss. For the first nine months of 1997, the company's share of losses from associated companies totaled $22 million, a negative swing of $23.5 million from earnings of $1.5 million a year earlier. The downturn in equity results in 1997 was chiefly due to a drop in newsprint mill partnership earnings and additional losses from television ventures, primarily the company's New York television station, WBIS+. Other income for the first nine months of 1997 fell $10.2 million from the comparable period last year. First-quarter 1997 included a pretax gain of $6.2 million from the sale of the company's American Demographics subsidiary. Third-quarter 1996 included a $14.3 million pretax gain on the sale of the company's interest in Press-Enterprise Co. PAGE 11 INCOME TAXES The effective income tax rate for the third quarter of 1997 increased to 47.6% from 43.8% in the third quarter a year ago. For the first nine months of 1997, the effective income tax rate was 48.6% compared with 45.3% in the comparable 1996 period. The higher effective tax rates in 1997 resulted primarily from the greater impact of nondeductible goodwill amortization on substantially lower pretax earnings. FINANCIAL POSITION In the first nine months of 1997, funds provided by operations were $351.7 million, an increase of $64.3 million from the $287.4 million generated in the like period last year. The increase in cash from operations resulted chiefly from improved collections of accounts receivables. In the first nine months of 1997, the company paid cash dividends of $69 million and funded capital expenditures of $246.7 million. Investments totaled $55.3 million, consisting of the purchase of Indepth Data Inc. as well as investments in various equity ventures. On May 12, 1997, the company and ITT Corp. entered into an agreement to sell WBIS+'s broadcast license and equipment to Paxson Communications Corp. Regulatory approvals necessary to close the deal are pending, and are expected to be received prior to year-end. Since July, Paxson has been operating the station under a license agreement while awaiting approvals. The company expects to recognize a modest gain when the transaction is finalized. On September 30, 1997, Ottaway Newspapers, a wholly-owned subsidiary of the company, and Thomson Newspapers announced an agreement in principle to swap daily newspapers in Arizona and New Hampshire, respectively. Thomson will exchange ownership of the Portsmouth Herald for Ottaway Newspapers' News-Sun. The company anticipates completing this transaction in the fourth quarter of 1997. The company continues to sharpen its focus by disposing of nonstrategic assets. During the third quarter, the Teleres online real estate information service was closed. Also, on October 16, 1997, the company and the Washington Post Co. agreed to sell their 35% interests in Bear Island Paper Company, a newsprint mill, and Bear Island Timberlands Co. to Brant- Allen Industries, their partner in the Virginia-based concerns. The transaction is subject to Brant-Allen obtaining necessary financing, but is expected to close in the fourth quarter of 1997. The company anticipates recording a significant gain when the sale is consummated. PAGE 12 INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS Management's Discussion and Analysis and other sections of this Form 10-Q include forward-looking statements that reflect the company's current expectations concerning future results and events. The words "expects," "intends," "plans," "believes," "anticipates," "likely," "will," and similar expressions identify forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results and events to differ materially from those anticipated in the forward-looking statements. Some important factors that might cause such a difference include, but are not limited to, the company's ability to develop and implement the planned enhancements of Dow Jones Markets' products and services on a timely and cost-effective basis and customer acceptance of those products and services; rapid technological changes and frequent new product introductions prevalent in the financial information services and electronic publishing industries; product obsolescence due to advances in technology and shifts in market demand; competition from increased availability of financial information, including through the Internet, and resulting price pressures; business conditions (growth or consolidation) in the financial services and banking industries; economic and stock market conditions, particularly in the U.S., Europe and Japan, and their impact on advertising sales and sales of the company's products and services; cost of newsprint; adverse verdicts in legal proceedings, including libel actions; adverse decisions by federal regulators, including failure to approve the sale of WBIS+'s broadcast license; risks associated with the development of television channels in competitive foreign markets, including the company's ability to produce or obtain desired programming, to sell advertising time at desired rates, to achieve sufficient distribution and to attract audiences; risks associated with foreign operations, including currency and political risks; and such other risk factors as may have been or may be included from time to time in the company's reports filed with the Securities and Exchange Commission. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits filed: Financial Data Schedule (Exhibit 27) (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter for which this report is filed. PAGE 13 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DOW JONES & COMPANY, INC. ------------------------- (Registrant) Date: November 7, 1997 By Thomas G. Hetzel ---------------------- Comptroller (Chief Accounting Officer)