UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE - - --- SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1994 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 1-1023 McGRAW-HILL, INC. - - --------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 13-1026995 - - ---------------------------------- ----------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1221 AVENUE OF THE AMERICAS, NEW YORK, N.Y. 10020 - - --------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 512-2000 ------------------ Not Applicable - - --------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 ----------- ----------- Number of shares of Common Stock (par value $1.00 per share) outstanding as of October 31, 1994: 49,659,784. PART I Financial Information McGraw-Hill, Inc. ----------------- Consolidated Statement of Income -------------------------------- Periods Ended September 30, 1994 and 1993 ----------------------------------------- Three Months Nine Months -------------------- ---------------------- 1994 1993 1994 1993 --------- --------- ---------- ---------- (In thousands, except per-share data) Operating revenue $ 855,517 $ 554,969 $2,063,570 $1,512,823 Expenses: Operating 430,420 284,837 1,047,917 778,920 Selling and general 263,537 180,406 731,525 527,207 --------- --------- ---------- ---------- Total expenses 693,957 465,243 1,779,442 1,306,127 Share of profit of Macmillan/McGraw-Hill joint venture (Note 3) - 37,489 - 28,376 Unusual charges related to acquisition of additional 50% of Macmillan/McGraw-Hill School Publishing Company (Note 3) - (229,800) - (229,800) Other income - net 6,002 1,722 14,636 8,238 --------- --------- ---------- ---------- Income/(loss) from operations 167,562 (100,863) 298,764 13,510 Interest expense - net (14,224) (7,941) (38,270) (23,952) --------- --------- ---------- ---------- Income/(loss) before taxes on income 153,338 (108,804) 260,494 (10,442) Provision for taxes on income 63,176 (16,936) 107,324 22,999 --------- --------- ---------- ---------- Net income/(loss) $ 90,162 $ (91,868) $ 153,170 $ (33,441) ========= ========= ========== ========== Earnings/(loss) per common share $ 1.82 $ (1.87) $ 3.09 $ (0.68) ========= ========= ========== ========== Average number of common shares outstanding 49,537 49,132 49,487 49,152 -2- Financial Information (cont'd) McGraw-Hill, Inc. ----------------- Consolidated Balance Sheet -------------------------- Sept. 30, Dec. 31, Sept. 30, 1994 1993 1993 ---------- ---------- ---------- (In thousands) ASSETS Current assets: Cash and equivalents $ 26,978 $ 47,953 $ 51,164 Accounts receivable (net of allowance for doubtful accounts) (Note 4) 845,754 711,919 821,018 Receivable from broker-dealers and dealer banks (Note 5) 73,307 19,136 17,757 Inventories (Note 4) 232,842 215,228 250,675 Prepaid income taxes 92,743 92,912 83,238 Prepaid and other current assets 38,987 44,634 45,118 ---------- ---------- ---------- Total current assets 1,310,611 1,131,782 1,268,970 ---------- ---------- ---------- Prepublication costs (net of accumulated amortization) (Note 4) 271,591 285,445 272,752 Investments and other assets: Investment in Rock-McGraw, Inc. - at equity 56,263 53,077 52,317 Prepaid pension expense 95,945 87,655 84,717 Other 149,148 159,861 162,645 ---------- ---------- ---------- Total investments and other assets 301,356 300,593 299,679 ---------- ---------- ---------- Property and equipment - at cost 780,795 753,452 737,499 Less - accumulated depreciation 432,631 408,126 396,842 ---------- ---------- ---------- Net property and equipment 348,164 345,326 340,657 Goodwill and other intangible assets - at cost (net of accumulated amortization) 982,330 1,021,017 1,029,461 ---------- ---------- ---------- $3,214,052 $3,084,163 $3,211,519 ========== ========== ========== -3- Financial Information (cont'd) McGraw-Hill, Inc. ----------------- Consolidated Balance Sheet -------------------------- Sept. 30, Dec. 31, Sept. 30, 1994 1993 1993 ---------- ---------- ---------- (In thousands) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable $ 131,580 $ 170,780 $ 198,135 Accounts payable 164,400 178,466 180,864 Payable to broker-dealers and dealer banks (Note 5) 72,937 18,695 17,070 Accrued liabilities 170,361 182,156 161,725 Income taxes currently payable 115,170 42,783 92,753 Unearned revenue 223,132 248,036 230,814 Other current liabilities 254,422 227,979 246,013 ---------- ---------- ---------- Total current liabilities 1,132,002 1,068,895 1,127,374 ---------- ---------- ---------- Other liabilities: Long-term debt (Note 6) 758,083 757,567 888,825 Deferred income taxes 113,081 119,548 80,711 Accrued postretirement healthcare and other benefits 192,854 190,985 188,060 Other non-current liabilities 109,651 124,160 124,707 ---------- ---------- ---------- Total other liabilities 1,173,669 1,192,260 1,282,303 ---------- ---------- ---------- Total liabilities 2,305,671 2,261,155 2,409,677 ---------- ---------- ---------- Shareholders' equity (Note 7): Capital stock 51,474 51,475 51,475 Additional paid-in capital 68,747 63,512 61,834 Retained income 901,529 834,250 817,429 Foreign currency translation adjustments (25,841) (28,577) (27,033) ---------- ---------- ---------- 995,909 920,660 903,705 Less - common stock in treasury-at cost 78,043 87,687 91,591 unearned compensation on restricted stock 9,485 9,965 10,272 ---------- ---------- ---------- Total shareholders' equity 908,381 823,008 801,842 ---------- ---------- ---------- $3,214,052 $3,084,163 $3,211,519 ========== ========== ========== -4- Financial Information (cont'd) McGraw-Hill, Inc. ----------------- Consolidated Statement of Cash Flows ------------------------------------ For The Nine Months Ended September 30, 1994 And 1993 ----------------------------------------------------- 1994 1993 --------- --------- (In thousands) Cash flows from operating activities - - ------------------------------------ Net income/(loss) $ 153,170 $ (33,441) Adjustments to reconcile net income/(loss) to cash provided by operating activities: Unusual charges related to acquisition of additional 50% of MacMillan/McGraw-Hill School Publishing Company - 229,800 Depreciation 47,312 38,286 Amortization of goodwill and intangibles 28,193 17,718 Amortization of prepublication costs 102,733 28,224 Provision for losses on accounts receivable 49,923 52,373 Undistributed share of profit of MacMillan/McGraw-Hill School Publishing Company - (26,318) Other (1,790) 13 Changes in assets and liabilities net of effect of acquisitions and dispositions: Increase in accounts receivable (184,173) (20,765) Increase in inventories (16,876) (17,688) Decrease in accounts payable and accrued expenses (26,767) (10,805) Increase/(decrease) in interest and income taxes payable 72,590 (20,965) Net change in other assets and liabilities 5,352 (13,844) - - --------------------------------------------------- --------- --------- Cash provided by operating activities 229,667 222,588 - - --------------------------------------------------- --------- --------- Investing activities - - -------------------- Purchases of property and equipment (54,751) (27,598) Investment in prepublication costs (88,517) (31,942) Acquisition of businesses and equity interests (717) (323,085) Disposition of property and equipment 4,680 787 Other 2,655 - - - --------------------------------------------------- --------- --------- Cash used for investing activities (136,650) (381,838) - - --------------------------------------------------- --------- --------- Financing activities - - -------------------- Dividends paid to shareholders (85,891) (83,772) Debt for purchase of Macmillan/McGraw-Hill - 337,500 Repayment of commercial paper and other short-term debt (39,523) (67,806) Exercise of stock options 11,401 12,834 Other 21 (1,570) - - --------------------------------------------------- --------- --------- Cash (used for)/provided by financing activities (113,992) 197,186 - - --------------------------------------------------- --------- --------- Net change in cash and equivalents (20,975) 37,936 Cash and equivalents at beginning of period 47,953 13,228 - - --------------------------------------------------- --------- --------- Cash and equivalents at end of period $ 26,978 $ 51,164 ========= ========= -5- Financial Information (cont'd) McGraw-Hill, Inc. ----------------- Notes to Financial Statements ----------------------------- 1. The financial information in this report has not been audited, but in the opinion of management is based on estimates which include all adjustments (consisting only of normal recurring adjustments) considered necessary to present fairly such information. The operating results for the three and nine month periods ended September 30, 1994 and 1993 are not necessarily indicative of results to be expected for the full year due to the seasonal nature of some of the company's businesses. The financial statements included herein should be read in conjunction with the financial statements and notes included in the company's Annual Report on Form 10-K for the year ended December 31, 1993. Certain prior year amounts have been reclassified for comparability purposes. 2. Operating profit by segment is total operating revenue less expenses which are deemed to be related to the unit's operating revenue. A summary of operating results by segment for the three months and nine months ended September 30, 1994 and 1993 follows: 1994 1993 (Note) --------------------- --------------------- Operating Operating Revenue Profit Revenue Profit --------- --------- --------- --------- (In thousands) Three Months - - ------------ Educational and Professional Publishing $ 483,212 $ 116,695 $ 190,949 $ 39,539 Financial Services 179,552 49,410 173,855 48,267 Information and Media Services 192,753 16,438 190,165 15,627 - - ------------------------------ --------- --------- --------- --------- Total operating segments 855,517 182,543 554,969 103,433 Share of profit of Macmillan/ McGraw-Hill joint venture - - - 37,489 Unusual charges related to acquisition of additional 50% of Macmillan/McGraw-Hill School Publishing Company - - - (229,800) General corporate expense - (14,981) - (11,985) Interest expense - net - (14,224) - (7,941) - - ------------------------------ --------- --------- --------- --------- Total company $ 855,517 $ 153,338* $ 554,969 $(108,804)* ========= ========= ========= ========= <FN> *Income/(loss) before taxes on income. </FN> -6- Financial Information (cont'd) McGraw-Hill, Inc. ----------------- Notes to Financial Statements ----------------------------- 1994 1993 (Note) ---------------------- --------------------- Operating Operating Revenue Profit Revenue Profit ---------- --------- ---------- --------- (In thousands) Nine Months - - ---------- Educational and Professional Publishing $ 918,345 $ 112,668 $ 419,493 $ 39,173 Financial Services 557,092 161,449 517,855 150,761 Information and Media Services 588,133 64,198 575,475 60,378 - - ------------------------------ ---------- --------- ---------- --------- Total operating segments 2,063,570 338,315 1,512,823 250,312 Share of profit of Macmillan/ McGraw-Hill joint venture - - - 28,376 Unusual charges related to acquisition of additional 50% of Macmillan/McGraw-Hill School Publishing Company - - - (229,800) General corporate expense - (39,551) - (35,378) Interest expense - net - (38,270) - (23,952) - - ------------------------------ ---------- --------- ---------- --------- Total company $2,063,570 $ 260,494* $1,512,823 $ (10,442)* ========== ========= ========== ========= <FN> *Income/(loss) before taxes on income. Note: Revenue and operating profit by segment for the 1993 periods have been restated to reflect the combining of the Broadcasting and Information and Publications Services segments and Tower Group International operations into one segment, Information and Media Services. </FN> -7- Financial Information (cont'd) McGraw-Hill, Inc. ----------------- Notes to Financial Statements ----------------------------- 3. On October 4, 1993, the company purchased the additional 50% interest in the Macmillan/McGraw-Hill School Publishing Company for $337.5 million in cash. The company now owns 100% of Macmillan/McGraw-Hill and it is consolidated in McGraw-Hill's operations from the date of acquisition of the additional 50% interest. Prior to the acquisition of the additional 50% interest, the company accounted for its 50% interest under the equity method. The acquisition was reflected in the company's September 30, 1993 balance sheet. In connection with the purchase of the additional 50% interest, the Company recorded unusual charges totaling $229.8 million ($160.8 million net of tax benefits or $3.27 per share) in the quarter ended September 30, 1993. The unusual charges consisted of $199.8 million primarily to adjust the company's original investment to values established in the purchase transaction. The charge was allocated primarily to goodwill and intangibles. The company also recorded a provision of $30 million relating to the consolidation of certain functions of Macmillan/McGraw-Hill and the company's book publishing operations. The following pro forma information presents the consolidated results of operations of the company for the three and nine month periods ended September 30, 1993 as if the acquisition of the additional 50% of Macmillan/McGraw-Hill had occurred at the beginning of 1993, after giving effect to certain adjustments, including amortization of goodwill and other intangibles, increased interest expense from debt issued to fund the acquisition and related income tax effects. The pro forma results exclude the total non-recurring charge of $160.8 million after tax, but includes its effect on amortization. Pro forma results for the three months are: operating revenue $850.1 million; net income $88.2 million and earnings per common share $1.79 and for the nine months are: operating revenue $2,039.5 million; net income $139.2 million and earnings per common share $2.83. These pro forma results are not necessarily indicative of those that would have occurred had the acquisition taken place at the beginning of 1993. 4. The allowance for doubtful accounts, the components of inventory and the accumulated amortization of prepublication costs were as follows: Sept. 30, Dec. 31, Sept. 30, 1994 1993 1993 --------- --------- --------- (In thousands) Allowance for doubtful accounts $ 79,069 $ 79,461 $ 82,645 ========= ========= ========= Inventories: Finished goods $ 149,559 $ 166,584 $ 155,439 Work-in-process 61,441 29,259 71,689 Paper and other materials 21,842 19,385 23,547 --------- --------- --------- Total inventories $ 232,842 $ 215,228 $ 250,675 ========= ========= ========= Accumulated amortization of prepublication costs $ 335,164 $ 282,052 $ 377,130 ========= ========= ========= -8- Financial Information (cont'd) McGraw-Hill, Inc. ----------------- Notes to Financial Statements ----------------------------- 5. A subsidiary of J.J. Kenny Co. acts as an undisclosed agent in the purchase and sale of municipal securities for broker-dealers and dealer banks and the company had $433 million of matched purchase and sale commitments at September 30, 1994. Only those transactions not closed at the settlement date are reflected in the balance sheet as receivables and payables. 6. A summary of long-term debt follows: Sept. 30, Dec. 31, Sept. 30, 1994 1993 1993 --------- --------- --------- (In thousands) 9.43% senior notes due 2000 $ 250,000 $ 250,000 $ 250,000 Commercial paper supported by bank revolving credit agreement 500,000 500,000 500,000 Other 8,119 7,930 138,886 --------- --------- --------- 758,119 757,930 888,886 Less: portion included in other current liabilities 36 363 61 --------- --------- --------- Total long-term debt $ 758,083 $ 757,567 $ 888,825 ========= ========= ========= 7. Common shares reserved for issuance, for conversions and for the exercise of stock options were as follows: Sept. 30, Dec. 31, Sept. 30, 1994 1993 1993 --------- --------- --------- $1.20 convertible preference stock at the rate of 3.3 shares for each share of preference stock 4,996 5,277 5,277 Exercise of stock options 1,820,590 2,054,087 2,180,931 --------- --------- --------- 1,825,586 2,059,364 2,186,208 ========= ========= ========= 8. Cash dividends per share declared during the periods were as follows: Three Months Nine Months ------------- ------------- 1994 1993 1994 1993 ---- ---- ----- ----- Common stock $.58 $.57 $1.74 $1.71 Preference stock .30 .30 .90 .90 -9- Financial Information (cont'd) Management's Discussion and Analysis of Operating ------------------------------------------------- Results and Financial Condition ------------------------------- Operating Results - Comparing Periods Ended September 30, 1994 and 1993 - - ----------------------------------------------------------------------- The company acquired its partner's 50% interest in the Macmillan/McGraw- Hill School Publishing Company on October 4, 1993. In connection with the purchase, the company recorded unusual charges of $229.8 million ($160.8 million net of tax benefits, or $3.27 per share) in the third quarter of 1993. The charges consisted of $199.8 million primarily to adjust the company's original investment to values established in the purchase transaction and a provision of $30 million relating to the consolidation of certain functions of Macmillan/McGraw-Hill and the company's book publishing operations. Macmillan/McGraw-Hill was reflected as a consolidated subsidiary in the company's September 30, 1993 balance sheet. The company now owns 100% of the former joint venture company, renamed the McGraw-Hill School Publishing Company in 1994. School Publishing's operations are consolidated in the company's segment results in 1994 in the Educational and Professional Publishing segment. 1993's results reflect the company's 50% equity share of the former joint venture's results. Three Months - - ------------ Consolidated Review - - ------------------- Operating revenue for the quarter grew $300.5 million, or 54.2%, to $855.5 million. $270.0 million of the revenue increase reflects the consolidation of School Publishing. The remainder of the revenue increase is primarily in international Spanish language publishing, Financial Services and Broadcasting. Net income, before 1993's unusual charge, increased 30.8% to $90.2 million, reflecting full ownership of School Publishing, and improved results at Broadcasting and Financial Information Services, offsetting declines at Business Week and the Construction Information Group. Earnings per share were $1.82 versus $1.40 before unusual charges last year. After unusual charges, there was a net loss in 1993 of $91.9 million, or $1.87 per share. Total expenses in 1994 increased $228.7 million, or 49.2%, reflecting the inclusion of School Publishing. Excluding School Publishing, the company's expenses increased 8.5% due primarily to volume increases in certain market focus groups, some cost increases, a write-down in Canada for discontinuing a legal information service and expenses associated with corporate initiatives and market studies. -10- Financial Information (cont'd) Net interest expense increased $6.3 million due primarily to increased borrowings associated with the acquisition of the additional 50% of the school publishing joint venture and an increase in the average borrowing rate. The provision for taxes as a percent of income before taxes was 41.2% in the 1994 quarter and 43.0% in 1993, excluding the impact of the tax benefits resulting from last year's unusual charges. The variance in the rate primarily reflects the impact in 1993 of the increase in the corporate federal income tax rate from 34% to 35% that was enacted in last year's third quarter retroactive to January 1, 1993. Segment Review - - -------------- Revenue for the Educational and Professional Publishing segment increased $292.3 million, due largely to the inclusion of School Publishing revenues of $270 million. Revenue increases were also reported by College, Shepard's and international book publishing, primarily Ibero-America, with increases also in Asia and Europe. Operating profit for the segment increased sharply reflecting the inclusion of School Publishing. School Publishing's revenues declined from last year due to a less favorable adoption cycle in 1994, but 1993's profit level was maintained due to cost containment measures. Excluding School Publishing, the combined operating results of the company's other publishing units declined from last year due mainly to the company's $3.7 million share of a write-down by its Canadian subsidiary, McGraw-Hill Ryerson, for discontinuing CanCite, a service providing citations and case law in Canada. College and international publishing operating profit, excluding Canada, improved while Shepard's declined, largely due to timing. The company is proceeding with plans to consolidate certain functions of School Publishing and its other book publishing operations. This consolidation is expected to generate annual savings of more than $10 million, which began to be realized to a limited extent in the third quarter. The majority of the integration savings will begin to be realized next year. Financial Services' revenue grew $5.7 million, or 3.3%, and operating profit increased $1.1 million, or 2.4%. Financial Information Services revenues and operating profits increased, led by MMS International, J.J. Kenny's evaluation and information services and S&P Compustat. The S&P Ratings Group gained in revenue despite a sharp decline in new bond issuance volume, particularly in the corporate and municipal sectors. Growth in revenue resulted from international, structured finance and new products for non-capital markets. Planned investments in new products and services reduced the Ratings Group's profits modestly for the quarter. Information and Media Services revenue increased $2.6 million, or 1.4%, led by Broadcasting with strong automotive and political advertising. Business Week revenue and operating profit declined, reflecting a decline in advertising pages resulting from softness in some advertising sectors, while most of the company's other magazines improved. Tower Group International improved as a result of acquisitions and volume -11- Financial Information (cont'd) increases while the Construction Information Group' profits declined due to continued soft market conditions. The company announced in October that its Denver broadcasting station, KMGH-TV, will change network affiliations in 1995 from CBS to ABC. Nine Months - - ----------- Consolidated Review - - ------------------- For the first nine months of the year, operating revenue of $2.1 billion was $550.7 million, or 36.4%, ahead of 1993. $459.4 million of the revenue increase reflects the consolidation of School Publishing. Excluding the impact of School Publishing, revenues increased $91.3 million, or 6.0%. Net income, before last year's unusual charges, increased 20.3% to $153.2 million reflecting full ownership of School Publishing, gains in Financial Services and improved results in Broadcasting. Earnings per share were $3.09 versus $2.59 last year, excluding last year's unusual charges. After unusual charges, there was a net loss in 1993 of $33.4 million, or $0.68 per share. Total expenses in 1994 increased $473.3 million, or 36.2%, reflecting the inclusion of School Publishing. Excluding School Publishing, expenses increased 6.9% due primarily to volume increases in certain market focus groups and some cost increases. Net interest expense increased $14.3 million due primarily to increased borrowings associated with the acquisition of the additional 50% of the school publishing joint venture and an increase in the average borrowing rate. The provision for taxes as a percent of income before taxes was 41.2% in 1994 versus 41.9% in 1993, excluding the impact of the tax benefits resulting from last year's unusual charges. The decline in the rate primarily reflects the full year impact in 1994 of a reduction in the state effective tax rate as a result of merging some subsidiaries. Segment Review - - -------------- Educational and Professional Publishing revenue increased $498.9 million due largely to the inclusion of School Publishing revenues of $459.4 million. Revenues for the company's other publishing operations increased $39.5 million, or 9.4%, primarily at international and Shepard's, as well as growth at College and medical publishing. Operating profit increased $73.5 million to $112.7 million primarily reflecting the inclusion of School Publishing. Despite School Publishing's decline in revenue resulting from the less favorable adoption cycle in 1994, operating results improved reflecting reduced costs. -12- Financial Information (cont'd) Financial Services' revenue increased $39.2 million, or 7.6%, and operating profit increased $10.7 million, or 7.1%. Financial Information Services had gains in revenue and operating profit, largely at equity investor services, J.J. Kenny evaluations and information services and MMS International. Despite declines in new bond issuance, year to date revenues for the S&P Ratings Group increased, reflecting continued global expansion and new ratings initiatives. Operating profit was flat with last year reflecting continued investments in new products and services. Information and Media Services revenue increased $12.7 million, or 2.2%, and operating profit improved $3.8 million, or 6.3%. Strong results in Broadcasting and Tower Group International and increased profits in computer and science and technology publications offset declines at Business Week and the Construction Information Group. Financial Condition - September 30, 1994 versus December 31, 1993 - - ----------------------------------------------------------------- The company continues to maintain a strong financial position with cash flow from operations of $229.7 million, an increase of $7.1 million from last year. Total debt was $889.7 million, a decline of $39.0 million from year-end and $197.3 million less than at September 30, 1993. Commercial paper borrowings at September 30, 1994 totaled $626.0 million, a decline of $41.7 million from December 31, 1993. Commercial paper debt is supported by a $800 million revolving credit agreement with a group of banks terminating in November 1999. $500 million of the company's commercial paper borrowings have been classified as long-term. There are no amounts outstanding under the revolving credit agreement. Under a shelf registration which became effective with the Securities and Exchange Commission in mid-1990, the company can issue an additional $250 million of debt securities. The new debt could be used to replace a portion of the commercial paper borrowings with longer term securities, when and if interest rates are attractive and markets are favorable. Accounts receivable before reserves of $924.8 million increased $133.4 million from the end of 1993, due primarily to the seasonal nature of some of the company's businesses, particularly the publishing operations. Inventories at September 30 increased $17.6 million to $232.8 million from the end of 1993 due to the seasonal buildup for the annual Sweet's Files. Net prepublication costs at September 30 declined $13.9 million to $271.6 million from December 31, 1993 as amortization expense of $102.7 million exceeded 1994 year to date spending of $88.5 million. -13- Financial Information (cont'd) Purchases of property and equipment during the first nine months totaled $54.8 million, including $13.5 million for the purchase of a building which houses some of the company's Financial Information Services' units in New York and $6 million related to leasehold improvements and equipment purchases for the move of the company's school publishing operations in New York. The increase from last year also reflects the impact of capital expenditures for School Publishing. The remainder of the capital expenditures are primarily for computer equipment for the market focus groups. -14- Other Information (cont'd) Item 6. Exhibits and Report on Form 8-K ---------------------------------------- a) Exhibits -------- (12) Computation of ratio of earnings to fixed charges. (27) Financial Data Schedule SIGNATURES ---------- 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 hereunto duly authorized. McGRAW-HILL, INC. -------------------------------- Date: 11/09/94 By Robert J. Bahash ------------------ ------------------------------ Robert J. Bahash Executive Vice President and Chief Financial Officer Date: 11/09/94 By Thomas J. Kilkenny ------------------ ------------------------------ Thomas J. Kilkenny Vice President and Controller Date: 11/10/94 By Robert N. Landes ------------------ ------------------------------ Robert N. Landes Executive Vice President, Secretary and General Counsel -15- Exhibit (12) McGraw-Hill, Inc. ----------------- Computation of Ratio of Earnings to Fixed Charges ------------------------------------------------- Periods Ended September 30, 1994 -------------------------------- Nine Twelve Months Months --------- --------- (In thousands) Earnings Earnings from continuing operations before income tax expense (Note)...... $ 256,897 $ 332,342 Fixed charges........................... 65,022 81,055 Capitalized interest.................... (266) (363) --------- --------- Total Earnings....................... $ 321,653 $ 413,034 ========= ========= Fixed Charges (Note) Interest expense........................ $ 40,947 $ 54,340 Portion of rental payments deemed to be interest.............................. 24,075 26,715 --------- --------- Total Fixed Charges.................. $ 65,022 $ 81,055 ========= ========= Ratio of Earnings to Fixed Charges 4.9x 5.1x <FN> (Note) For purposes of computing the ratio of earnings to fixed charges, "earnings from continuing operations before income taxes" excludes undistributed equity in income of less than 50%-owned companies. "Fixed charges" consist of (1) interest on debt and capital leases, and (2) the portion of the company's rental expense deemed representative of the interest factor in rental expense. </FN> -16-