1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1998
THE McGRAW-HILL COMPANIES, 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
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common stock - $1 par value New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
----------------
(Title of class)
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 |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definite proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
The aggregate market value of voting stock held by nonaffiliates of the
registrant as of February 26, 1999, was $10,812,364,919.
The number of shares of common stock of the registrant outstanding as of
February 26, 1999 was 98,799,551 shares. (197,599,102 shares after the
two-for-one stock split approved by the company's Board of Directors on January
27, 1999.)
Part I, Part II and Part IV incorporate information by reference from the
Annual Report to Shareholders for the year ended December 31, 1998. Part III
incorporates information by reference from the definitive proxy statement mailed
to shareholders March 26, 1999 for the annual meeting of shareholders to be held
on April 28, 1999.
2
TABLE OF CONTENTS
PART I
Item Page
- ---- ----
1. Business..................................................... 1
2. Properties................................................... 2 - 3
3. Legal proceedings............................................ 4
4. Submission of matters to a vote of security holders ......... 5
Executive officers of the registrant.............................. 6
PART II
5. Market for the registrant's common stock and related
stockholder matters.......................................... 7
6. Selected financial data...................................... 7
7. Management's discussion and analysis of financial
condition and results of operations.......................... 7
7A. Market Risk.................................................. 7
8. Consolidated financial statements and supplementary
data......................................................... 7
9. Changes in and disagreements with accountants on accounting
and financial disclosure..................................... 7
PART III
10. Directors and executive officers of the registrant........... 8
11. Executive compensation....................................... 8
12. Security ownership of certain beneficial owners
and management............................................... 8
13. Certain relationships and related transactions............... 8
PART IV
14. Exhibits, financial statement schedules, and
reports on Form 8-K.......................................... 9 - 12
Signatures ....................................................... 13 - 15
Exhibits..................................................... 16 - 23
Consent of Independent Auditors - Ernst & Young LLP............... 24
Financial Data Schedule........................................... 25 - 28
Supplementary schedule............................................ 29
3
PART I
Item 1. Business
The Registrant, incorporated in December 1925, serves business, professional and
educational markets around the world with information products and services. Key
markets include finance, business, education, construction, medical and health,
aerospace and defense. As a multimedia publishing and information company, the
Registrant employs a broad range of media, including books, magazines,
newsletters, software, on-line data services, CD-ROMs, facsimile and television
broadcasting. Most of the Registrant's products and services face substantial
competition from a variety of sources.
The Registrant's 15,897 employees are located worldwide. They perform the vital
functions of analyzing the nature of changing demands for information and of
channeling the resources necessary to fill those demands. By virtue of the
numerous copyrights and licensing, trade, and other agreements, which are
essential to such a business, the Registrant is able to collect, compile, and
disseminate this information. All book manufacturing and magazine printing is
handled through a number of independent contractors. The Registrant's principal
raw material is paper, and the Registrant has assured sources of supply, at
competitive prices, adequate for its business needs.
Descriptions of the company's principal products, broad services and markets,
and significant achievements are hereby incorporated by reference from Exhibit
(13), pages 5 to 23 (textual material) of the Registrant's 1998 Annual Report to
Shareholders.
Information as to Operating Segments
The relative contribution of the operating segments of the Registrant and its
subsidiaries to operating revenue, operating profit, long-lived assets and
geographic information for the three years ended December 31, 1998 of each
segment at the end of each year, are included in Exhibit (13), on pages 41 and
42 in the Registrant's 1998 Annual Report to Shareholders and is hereby
incorporated by reference.
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Item 2. Properties
The Registrant leases office facilities at 377 locations: 288 are in the United
States. In addition, the Registrant owns real property at 22 locations: 18 are
in the United States. The principal facilities of the Registrant are as follows:
Owned Square
or Feet
Locations Leased (thousands) Business Unit
--------- ------ ----------- -------------
Domestic
New York, NY leased 1,168 See explanation below
New York, NY leased 946 Standard & Poor's: See below
(55 Water)
New York, NY leased 448 Various Units: See below
(2 Penn Plaza)
New York, NY leased 346 Various Units: See below
(65 Broadway)
New York, NY leased 511 S&P/FIS: See Below
(25 & 26 Bdway)
New York, NY leased 64 Various Units: See below
(11 W. 19th St)
Hightstown, NJ owned
Office and Data Center 490 Various Units
Warehouse 412 Leased to non-McGraw-Hill
tenant
Blacklick (Gahanna), OH owned Various operating units
Book Distr. Ctr. 558
Office 73
Desoto, TX
Book Dist. Ctr. leased 382 School
Dallas, TX leased School
Assembly Plant 187
Warehouse 72
Dubuque, IA owned Higher Education
Office 107
Warehouse 279
Grove City, OH
Warehouse leased 305 School
Englewood, CO owned 133 Financial Services
Lexington, MA leased 132 Various operating units and
non-McGraw-Hill sub-tenants
Lexington, MA owned 53 Partially vacant with non-
McGraw-Hill tenant
Burr Ridge IL leased 115 Various publishing units
Denver, CO owned 88 Broadcasting
Indianapolis, IN leased 54 Broadcasting
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Indianapolis, IN leased 79 CTB
Washington, DC, MD leased 73 Various operating units
Kent, WA leased Tower Group International
Warehouse/Dist. Ctr. 82
Office 3
Chicago, IL leased 68 Various operating units
and McGraw-Hill subtenants
Peterborough, NH owned 51 Partially vacant with non-
McGraw-Hill tenant
Mather, CA leased 56 CTB
Redondo Beach, CA leased 50 Tower Group International
Foreign
Whitby, Canada owned McGraw-Hill Ryerson, Ltd./
Office 80 non-McGraw-Hill tenant
Book Distribution Ctr. 80
Maidenhead, England leased 85 McGraw-Hill International
(U.K.) Ltd.
The space leased at 1221 Ave of the Americas in New York City continues to be
the corporate headquarters. The building is owned by Rock-McGraw, Inc., a
corporation in which the Registrant and the Rockefeller Group, Inc., are the
sole shareholders. The Registrant occupies approximately 566,000 square feet of
the rental space under a 30 year lease expiring in June 30, 2002. In addition,
the Registrant subleases for its own account approximately 602,100 square feet
of space under subleases which expire on or before June 2002. A new lease at
1221 Ave of the Americas has been executed for the period July 1, 2002 through
March 31, 2020, during which time the Registrant will lease 395,485 square feet.
Two new leases were signed at the end of 1997 for locations at 55 Water Street
and 2 Penn Plaza in New York City. The 55 Water Street lease is for 946,048
square feet and will consolidate the Standard & Poor's Divisions from 25, 26,
and 65 Broadway in 1999. The 2 Penn Plaza lease for 447,048 square feet
currently houses various operating units within Educational and Professional
Publishing Group and Construction Information Group. In 1999, various operating
units located at 1633 Broadway and 11 W. 19th Street will also be moving into 2
Penn Plaza.
All leases at 25 Broadway, 26 Broadway, 1633 Broadway, and 11 West 19th Street
will terminate in 1999.
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Item 3. Legal Proceedings
County of Orange v. McGraw-Hill Companies, Inc.
In previous filings, Registrant reported that a Complaint was filed on June 11,
1996, in the United States Bankruptcy Court, Central District of California, in
an action captioned County of Orange v. McGraw-Hill Companies, Inc., d/b/a
Standard & Poor's (Case No. SA 94-222-72-JR; Adversary No. SA 96-01624-JR). The
Complaint alleged that Standard & Poor's breached its contracts with Orange
County, was professionally negligent and aided and abetted the County's officers
in breaching their fiduciary duty by, inter alia, assigning unduly high ratings
to debt instruments issued by the County and by failing to advise the County's
Board of Supervisors of the illegal acts being committed by the County's
officers. The action was transferred to the United States District Court for the
Central District of California (Case No. SA CV 96-765-GLT) upon the filing in
December 1996 of the Bankruptcy Court's ruling on Registrant's motion to dismiss
the Complaint. In that ruling, the Bankruptcy Court granted Registrant's motion
to dismiss the County's aiding and abetting claim, but denied it as to the
breach of contract and professional negligence claims. Registrant appealed this
decision to the District Court which, in March 1997, dismissed the County's
professional negligence claim, with leave to amend. In April 1997, the County
filed an Amended Complaint for breach of contract and "professional malpractice"
and added a claim for punitive damages. The Registrant filed a motion to dismiss
the "professional malpractice" claim, which motion was denied by the District
Court in June 1997. In February 1998, Registrant moved again to dismiss the
County's "professional malpractice" claim, which motion was denied by the
District Court in March 1998. In September 1998, Registrant filed two motions
for partial summary judgment, one to preclude the County from claiming damages
with respect to Registrant's 1993 ratings of County debt ("1993 Motion") and one
to preclude the County from claiming damages on behalf of the so-called Pool
Participants ("Pool Participants' Motion"). In September 1998, the County moved
to consolidate ("Consolidation Motion") the trial of its case against Registrant
with the trial of its case against Rauscher, Pierce, Refsnes, Inc. In October
1998, the Court denied Registrant's 1993 Motion; granted in part and denied in
part Registrant's Pool Participants' Motion, holding that the County could not
assert claims on behalf of the Pool Participants with respect to Registrant's
rating of Pool Participants' debt but could assert claims on behalf of Pool
Participants with respect to Registrant's rating of County debt; and denied the
County's Consolidation Motion. In December 1998, Registrant filed a motion for
summary judgment on the grounds the County's contract and "professional
malpractice" claims are barred by applicable California law and the parties'
contracts. In December 1998, the County filed a motion seeking reconsideration
of prior rulings dismissing claims against Registrant for aiding and abetting
the County's officers in breaching such officers' fiduciary duty and seeking
leave to file an amended complaint. In February 1999, the Court granted in part
Registrant's motion for summary judgment based on applicable California law and
the parties' contracts dismissing any claim by the County that Registrant
provided financial advice to the County separate from the Registrant's ratings;
otherwise, the Court denied Registrant's motion, holding there is a triable
issue of fact concerning whether Registrant breached its duty as a rating
agency. Extensive discovery has been conducted. The trial date, previously
scheduled to commence on March 2, 1999, was adjourned by the Court pending a
decision by the California Supreme Court in the City of Atascadero v. Merrill
Lynch litigation concerning the issue of aiding and abetting a breach of
fiduciary duty. In response to Registrant's interrogatories, the County has
claimed (inconsistently with damages claims made by the County in other
litigation documents) compensatory damages of approximately $2.1 billion,
subject to certain offsets. The County has also claimed unspecified punitive
damages. Registrant continues to believe that the allegations of the complaint
and the damages claims lack merit and is vigorously contesting the action.
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Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of Registrant's security holders
during the last quarter of the period covered by this Report.
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8
Executive Officers of Registrant
Name Age Position
---- --- --------
Harold McGraw III 50 President and Chief Operating Officer
Robert J. Bahash 53 Executive Vice President and
Chief Financial Officer
Barbara B. Maddock 48 Executive Vice President, Organizational
Effectiveness
John Negroponte 59 Executive Vice President, Global Markets
Kenneth M. Vittor 49 Executive Vice President and General
Counsel
Scott L. Bennett 49 Senior Vice President, Associate
General Counsel and Secretary
Glenn S. Goldberg 40 Senior Vice President, Corporate Affairs
and Assistant to the President and
Chief Executive Officer
Frank J. Kaufman 54 Senior Vice President, Taxes
Frank D. Penglase 58 Senior Vice President, Treasury Operations
James L. Glenn 48 Vice President and Controller
Joseph L. Dionne was Chairman of the Board and Chief Executive Officer of the
Registrant until April 29, 1998 when Harold McGraw III became President and
Chief Executive Officer of the Registrant. Mr. Dionne retired on July 1, 1998
and has continued to serve as non-executive Chairman of the Board of Directors
of the Registrant since that time.
All of the above executive officers of the Registrant have been full-time
employees of the Registrant for more than five years except for Barbara Maddock,
John Negroponte, and James L. Glenn.
Ms. Maddock, prior to her becoming an officer of the Registrant on August 1,
1994, was Senior Vice President, Human Resources for Cigna Healthcare from July
1993 through July 1994. Previously, she was with Philip Morris Companies, Inc.
where she held a number of Human Resources positions from 1980 through 1993.
Mr. Negroponte, prior to his becoming an officer of the Registrant on September
2, 1997, was with the United States Diplomatic Corps for 37 years where he held
numerous senior positions, including ambassador to Mexico, the Philippines, and
Honduras.
Mr. Glenn, prior to his becoming an officer of the Registrant on July 13, 1998,
was Vice President and Assistant Controller for RJR Nabisco. Previously, he was
with Philip Morris Companies, Inc., where he held numerous positions in the
financial area from 1977 to 1994.
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PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
The approximate number of holders of the Company's common stock as of February
26, 1999 was 5,231.
1998 1997
----- -----
Dividends per share of common stock (post-split):
$.195 per quarter in 1998 $0.78
$.180 per quarter in 1997 $0.72
Information concerning other matters is incorporated herein by reference from
Exhibit (13), from page 50 of the 1998 Annual Report to Shareholders.
Item 6. Selected Financial Data
Incorporated herein by reference from Exhibit (13), from the 1998 Annual Report
to Shareholders, page 48 and page 49.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Incorporated herein by reference from Exhibit (13), from the 1998 Annual Report
to Shareholders, pages 26 to 34.
Item 7A. Market Risk
Incorporated herein by reference from Exhibit (13), from the 1998 Annual Report
to Shareholders, page 33.
Item 8. Consolidated Financial Statements and Supplementary Data
Incorporated herein by reference from Exhibit (13), from the 1998 Annual Report
to Shareholders, pages 35 to 46 and page 50.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
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PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning directors is incorporated herein by reference from the
Registrant's definitive proxy statement dated March 26, 1999 for the annual
meeting of shareholders to be held on April 28, 1999.
Item 11. Executive Compensation
Incorporated herein by reference from the Registrant's definitive proxy
statement dated March 26, 1999 for the annual meeting of shareholders to be held
on April 28, 1999.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated herein by reference from the Registrant's definitive proxy
statement dated March 26, 1999 for the annual meeting of shareholders to be held
April 28, 1999.
Item 13. Certain Relationships and Related Transactions
Incorporated herein by reference from the Registrant's definitive proxy
statement dated March 26, 1999 for the annual meeting of shareholders to be held
April 28, 1999.
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. Financial Statements.
2. Financial Statement Schedules.
The McGraw-Hill Companies
Index to Financial Statements
And Financial Statement Schedules
Reference
------------------------
Annual Report
Form to Share-
10-K holders (page)
---- --------------
Data incorporated by reference from
Annual Report to Shareholders:
Report of Independent Auditors..................... 47
Consolidated balance sheet at
December 31, 1998 and 1997...................... 36-37
Consolidated statement of income
for each of the three years in
the period ended December 31, 1998.............. 35
Consolidated statement of cash flows
for each of the three years in the
period ended December 31, 1998.................. 38
Consolidated statement of shareholders'
equity for each of the three years in
the period ended December 31, 1998.............. 39
Notes to consolidated financial
statements...................................... 40-46
Quarterly financial information.................... 50
Consent of Independent Auditors.................... 24
Consolidated schedule for each of the three
years in the period ended December 31, 1998
II - Reserves for doubtful accounts
and sales returns........................ 29
-9-
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All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or the notes thereto.
The financial statements listed in the above index which are included in the
Annual Report to Shareholders for the year ended December 31, 1998 are hereby
incorporated by reference in Exhibit (13). With the exception of the pages
listed in the above index, the 1998 Annual Report to Shareholders is not to be
deemed filed as part of Item 14 (a)(1).
(a) (3)Exhibits.
(2) Exchange Agreement dated as of July 3, 1996 between The Times Mirror
Company, Mosby-Year Book, Inc., and The McGraw-Hill Companies, Inc., as
amended as of October 15, 1996, incorporated by reference from
Registrant's Form 8-K filed October 29, 1996.
(3) Articles of Incorporation of Registrant incorporated by reference from
Registrant's Form 10-K for the year ended December 31, 1995 and Form 10-Q
for the quarter ended June 30, 1998.
(3) By-laws of Registrant, incorporated by Reference from Registrant's Form
8-K filed December 2, 1998.
(4) Indenture dated as of June 15, 1990 between the Registrant, as issuer, and
the Bank of New York, as trustee, incorporated by reference from
registrant's Form SE filed August 3, 1990 in connection with Registrant's
Form 10-Q for the quarter ended June 30, 1990.
(4) Instrument defining the rights of security holders, certificate setting
forth the terms of the Registrant's 9.43% Notes due 2000, incorporated by
reference from Registrant's Form SE filed August 3, 1990 in connection
with Registrant's Form 10-Q for the quarter ended June 30, 1990.
(4) Instrument defining the rights of security holders, certificate setting
forth the terms of the Registrant's Medium-Term Notes, Series A,
incorporated by reference from Registrant's Form SE filed November 15,
1990 in connection with Registrant's Form 10-Q for the quarter ended
September 30, 1990.
(10) Rights Agreement dated as of July 29, 1998 between Registrant and
ChaseMellon Shareholder Services, L.L.C., incorporated by reference from
Registrant's Form 8A filed August 3, 1998.
(10)* Restricted Stock Award Agreement dated December 4, 1987 incorporated by
reference from Registrant's Form SE filed March 30, 1988 in connection
with Registrant's Form 10-K for the year ended December 31, 1987.
(10)* Restricted Performance Share Award dated January 2, 1997, incorporated by
reference from Registrant's Form 10-K for the year ended December 31,
1996.
(10) Indemnification Agreements between Registrant and each of its directors
and certain of its executive officers relating to said directors' and
executive officers' services to the Registrant, incorporated by reference
from Registrant's Form SE filed March 27, 1987 in connection with
Registrant's Form 10-K for the year ended December 31, 1986.
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(10)* Registrant's 1983 Stock Option Plan for Officers and Key Employees,
incorporated by reference from Registrant's Form SE filed March 29, 1990
in connection with Registrant's Form 10-K for the year ended December 31,
1989.
(10)* Registrant's 1987 Key Employee Stock Incentive Plan, incorporated by
reference from Registrant's Form 10-K for the year ended December 31,
1993.
(10)* Registrant's 1993 Key Employee Stock Incentive Plan, incorporated by
reference from Registrant's Proxy Statement dated March 25, 1997.
(10)* Registrant's 1996 Key Executive Short Term Incentive Compensation Plan,
incorporated by reference from Registrant's Proxy Statement dated
March 21, l996.
(10)* Registrant's Key Executive Short-Term Incentive Deferred Compensation Plan
incorporated by reference from Registrant's Form 10-K for the year ended
December 31, 1996.
(10)* Registrant's Executive Deferred Compensation Plan, incorporated by
reference from Registrant's Form SE filed March 28, 1991 in connection
with Registrant's Form 10-K for the year ended December 31, 1990.
(10)* Registrant's Senior Executive Severance Plan, incorporated by reference
from Registrant's Form SE filed March 29, 1989 in connection with
Registrant's Form 10-K for the year ended December 31, 1988.
(10) Credit Agreement dated as of February 13, 1997 among the Registrant, the
Banks' signatory thereto, and The Chase Manhattan Bank, as administrative
agent incorporated by reference from Registrant's Form 8-K filed February
19, 1997.
(10)* Registrant's Employee Retirement Account Plan Supplement, incorporated by
reference from Registrant's Form SE filed March 28, 1991 in connection
with Registrant's Form 10-K for the year ended December 31, 1990.
(10)* Registrant's Employee Retirement Plan Supplement, incorporated by
reference from Registrant's Form SE filed March 28, 1991 in connection
with Registrant's Form 10-K for the year ended December 31, 1990.
(10)* Registrant's Savings Incentive Plan Supplement, incorporated by reference
from Registrant's Form SE filed March 28, 1991 in connection with
Registrant's Form 10-K for the year ended December 31, 1990.
(10)* Registrant's Senior Executive Supplemental Death, Disability & Retirement
Benefits Plan, incorporated by reference from Registrant's Form SE filed
March 26, 1992 in connection with Registrant's Form 10-K for the year
ended December 31, 1991.
(10)* Registrant's 1993 Stock Payment Plan for Directors, incorporated by
reference from Registrant's Proxy Statement dated March 21, 1993.
(10)* Resolutions Terminating Registrant's 1993 Stock Payment Plan for
Directors, as adopted on January 31, 1996, incorporated by reference from
Registrant's Form 10-K for the year ended December 31, 1996.
(10)* Registrant's Director Retirement Plan, incorporated by reference from
Registrant's Form SE filed March 29, 1990 in connection with Registrant's
Form 10-K for the year ended December 31, 1989.
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14
(10)* Resolutions Freezing Existing Benefits and Terminating Additional Benefits
under Registrant's Directors Retirement Plan, as adopted on January 31,
1996, incorporated by reference from Registrant's Form 10-K for the year
ended December 31, 1996.
(10)* Registrant's Director Deferred Compensation Plan, incorporated by
reference from Registrant's Form 10-K for the year ended December 31,
1993.
(10)* Director Deferred Stock Ownership Plan, incorporated by reference from
Registrant's Proxy Statement dated March 21, 1996.
(10)* Letter dated March 23, 1998, from Mr. Paul J. Rizzo, Chairman,
Compensation Committee, The McGraw-Hill Companies Board of Directors to
Joseph L. Dionne with respect to Mr. Dionne's services as non-executive
Chairman of the Registrant's Board of Directors.
(10)* Letter dated June 23, 1998, from Barbara B. Maddock to Robert P. McGraw
with respect to Mr. Robert McGraw's resignation as Executive Vice
President of the Professional Publishing Group of the Registrant.
(12) Computation of ratio of earnings to fixed charges.
(13) Registrant's 1998 Annual Report to Shareholders. Such Report, except for
those portions thereof which are expressly incorporated by reference in
this Form 10-K, is furnished for the information of the Commission and is
not deemed "filed" as part of this Form 10-K.
(21) Subsidiaries of the Registrant.
(23) Consent of Ernst & Young LLP, Independent Auditors.
(27) Financial Data Schedule.
(b) Reports on Form 8-K.
A report on Form 8-K was filed by the Registrant in the last quarter
covered by this Form 10-K on December 2, 1998. Items 5 and 7 were reported
in said report on Form 8-K.
- ----------
* These exhibits relate to management contracts or compensatory plan
arrangements.
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15
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.
The McGraw-Hill Companies, Inc.
- -------------------------------
Registrant
By:
--------------------------------------------
Kenneth M. Vittor
Executive Vice President and General Counsel
March 26, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on March 26, 1998 on behalf of Registrant by the following
persons who signed in the capacities as set forth below under their respective
names. Registrant's board of directors is comprised of fifteen members and the
signatures set forth below of individual board members, constitute at least a
majority of such board.
------------------------------------------
Joseph L. Dionne
Chairman
Director
------------------------------------------
Harold McGraw III
President and Chief Executive Officer
Director
------------------------------------------
Robert J. Bahash
Executive Vice President and
Chief Financial Officer
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------------------------------------------
James L. Glenn
Vice President and Controller
------------------------------------------
Pedro Aspe
Director
-------------------------------------------
Vartan Gregorian
Director
-------------------------------------------
John T. Hartley
Director
-------------------------------------------
George B. Harvey
Director
-------------------------------------------
Richard H. Jenrette
Director
-------------------------------------------
Linda Koch Lorimer
Director
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--------------------------------------------
Robert P. McGraw
Director
--------------------------------------------
Lois D. Rice
Director
--------------------------------------------
James H. Ross
Director
--------------------------------------------
Sidney Taurel
Director
--------------------------------------------
Alva O. Way
Director
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Table of Contents
EXHIBITS AND FINANCIAL STATEMENTS
ITEM PAGE
- ---- ----
(10) Letters regarding compensatory contracts and arrangements
involving the company's Directors............................... 16-19
(12) Computation of Ratio of Earnings to Fixed Charges............... 20-21
(13) Registrant's 1998 Annual Report to Shareholders................. -
(21) Subsidiaries of Registrant...................................... 22-23
(23) Consent of Ernst & Young LLP Independent Auditors............... 24
(27) Financial Data Schedules........................................ 25-28
Schedule II Reserves for Doubtful Accounts and Sales Returns............ 29