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
OR
( ) Transition Report Pursuant to Section 13 of 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended Sept. 11, 2004 Commission file number 2-28286
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The Bureau of National Affairs, Inc. 53-0040540
- ------------------------------------ ----------------------------------
A Delaware Corporation (I.R.S. Employer Identification No.)
1231 25th St., N. W., (202) 452-4200
Washington, D.C. 20037 ----------------
(telephone number)
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 and (2) has been subject to the filing
requirements for the past 90 days. Yes (X)
Indicate by check mark whether the registrant is an accelerated filer is an
accelerated filer (as defined in Rule 12b-2 of the Act). Yes (X).
The number of shares outstanding of each of the issuer's classes of common
stock, as of September 11, 2004 was 14,154,279 Class A common shares, 18,250,146
Class B common shares, and 12,870 Class C common shares.
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE 36-WEEKS ENDED SEPTEMBER 11, 2004 and SEPTEMBER 6, 2003
(Unaudited)
(In thousands of dollars, except per share amounts)
36 Weeks Ended
Sept. 11, 2004 Sept. 6, 2003
------------ ------------
OPERATING REVENUES $ 212,808 $ 210,521
------------ ------------
OPERATING EXPENSES:
Editorial, production, and distribution 115,166 115,314
Selling 38,262 38,585
General and administrative 37,598 39,286
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TOTAL OPERATING EXPENSES 191,026 193,185
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OPERATING PROFIT 21,782 17,336
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NON-OPERATING INCOME (EXPENSE):
Investment income 2,553 3,232
Interest expense (3,855) (3,983)
Others, net (68) (15)
------------ ------------
TOTAL NON-OPERATING INCOME(EXPENSE) (1,370) (766)
------------ ------------
INCOME BEFORE INCOME TAXES 20,412 16,570
Provision for income taxes 7,322 5,878
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NET INCOME 13,090 10,692
Other comprehensive income (expense) (350) 953
------------ ------------
Comprehensive income $ 12,740 $ 11,645
============ ============
NET INCOME PER SHARE $ .40 $ .31
============ ============
Weighted average shares outstanding 32,723,321 34,845,399
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE 12 WEEKS ENDED SEPTEMBER 11, 2004 and SEPTEMBER 6, 2003
(Unaudited)
(In thousands of dollars, except per share amounts)
12 Weeks Ended
Sept. 11, 2004 Sept. 6, 2003
------------ ------------
OPERATING REVENUES $ 72,994 $ 74,936
------------ ------------
OPERATING EXPENSES:
Editorial, production, and distribution 38,239 38,756
Selling 12,416 13,352
General and administrative 12,366 12,993
------------ ------------
TOTAL OPERATING EXPENSES 63,021 65,101
------------ ------------
OPERATING PROFIT 9,973 9,835
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NON-OPERATING INCOME (EXPENSE):
Investment income 773 1,111
Interest expense (1,264) (1,319)
Others, net 1 (16)
------------ ------------
TOTAL NON-OPERATING INCOME (EXPENSE) (490) (224)
------------ ------------
INCOME BEFORE INCOME TAXES 9,483 9,611
Provision for income taxes 3,529 3,495
------------ ------------
NET INCOME 5,954 6,116
Other comprehensive income (expense) 813 (848)
------------ ------------
Comprehensive income $ 6,767 $ 5,268
============ ============
NET INCOME PER SHARE $ .18 $ .18
============ ============
Weighted average shares outstanding 32,433,203 34,731,453
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 11, 2004 AND DECEMBER 31, 2003
(In thousands of dollars)
September 11,
2004 December 31,
ASSETS (Unaudited) 2003
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CURRENT ASSETS:
Cash and cash equivalents $ 21,421 $ 18,488
Short-term investments 23,030 25,450
Receivables (net of allowance for
doubtful accounts of $1,310 in 2004
and $2,135 in 2003) 33,680 40,167
Inventories 4,113 3,802
Prepaid expenses 3,433 4,560
Deferred selling expenses 3,241 4,625
Deferred income taxes 8,691 8,197
------------ ------------
Total current assets 97,609 105,289
MARKETABLE SECURITIES 92,389 80,985
PROPERTY AND EQUIPMENT:
Land 4,250 4,250
Building and improvements 51,698 51,690
Furniture, fixtures and equipment 47,076 49,007
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103,024 104,947
Less-Accumulated depreciation 74,266 74,428
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Net property and equipment 28,758 30,519
DEFERRED INCOME TAXES 25,073 23,368
GOODWILL 73,452 73,852
INTANGIBLE ASSETS 23,300 23,937
OTHER ASSETS 165 239
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Total assets $ 340,746 $ 338,189
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 11, 2004 AND DECEMBER 31, 2003
(In thousands of dollars)
September 11,
2004 December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited) 2003
- ------------------------------------ ------------ ------------
CURRENT LIABILITIES:
Accounts payable $ 13,776 $ 15,848
Dividends payable 5,188 --
Employee compensation and benefits payable 23,291 25,829
Income taxes payable 6,281 2,053
Deferred revenues 124,516 122,861
Current portion of long-term debt 5,000 5,000
------------ ------------
Total current liabilities 178,052 171,591
LONG-TERM DEBT 70,000 70,000
POSTRETIREMENT BENEFITS, less current portion 71,692 64,302
OTHER LIABILITIES 8,189 7,793
------------ ------------
Total liabilities 327,933 313,686
------------ ------------
STOCKHOLDERS' EQUITY:
Capital stock, common, $1.00 par value-
Class A - Voting; Authorized 30,000,000
shares; issued 30,000,000 shares 30,000 30,000
Class B - Nonvoting; authorized
30,000,000 shares; issued 24,634,865 shares 24,635 24,635
Class C - Nonvoting; authorized
5,000,000 shares; issued 2,531,680 shares 2,532 2,532
Additional paid-in capital 13,949 11,350
Retained earnings 98,560 95,631
Treasury stock, at cost - 24,749,250 shares
in 2004 and 23,513,748 in 2003 (156,338) (139,470)
Elements of other comprehensive income:
Net unrealized loss on marketable securities (383) (17)
Foreign currency translation adjustment (142) (158)
------------ ------------
Total stockholders' equity 12,813 24,503
------------ ------------
Total liabilities and stockholders' equity $ 340,746 $ 338,189
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 36-WEEKS ENDED SEPTEMBER 11, 2004 and SEPTEMBER 6, 2003
(Unaudited)
(In thousands of dollars)
36 Weeks Ended
Sept. 11, 2004 Sept. 6, 2003
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 13,090 $ 10,692
Items with different cash requirements
than reflected in net income--
Depreciation and amortization 7,188 10,817
(Gain) on sales of securities (261) (821)
Capitalized interest (284) (116)
Others 53 79
Changes in operating assets and liabilities--
Receivables 7,312 10,638
Deferred revenues 1,655 (9,747)
Payables and accrued liabilities 520 3,215
Postretirement benefits 6,516 7,531
Deferred income taxes (2,009) (2,178)
Deferred selling expenses 1,384 1,061
Inventories (311) (1,172)
Other assets and liabilities--net 991 (309)
------------ ------------
Net cash provided by operating activities 35,844 29,690
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures--
Capitalized software (2,962) (2,053)
Purchase of equipment and furnishings (1,094) (563)
Business purchase price adjustment 400 (447)
Building improvements (8) (467)
Proceeds from sale of assets 114 2
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Net cash (used for) capital expenditures (3,550) (3,528)
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Securities investments--
Proceeds from sales and maturities 51,449 82,973
Purchases (61,568) (86,806)
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Net cash (used for) securities investments (10,119) (3,833)
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Net cash (used for) investing activities (13,669) (7,361)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of capital stock to employees 4,232 5,129
Purchases of treasury stock (18,501) (7,411)
Dividends paid (4,973) (5,250)
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Net cash (used for) financing activities (19,242) (7,532)
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NET INCREASE(DECREASE) IN
CASH AND CASH EQUIVALENTS 2,933 14,797
CASH AND CASH EQUIVALENTS, beginning of period 18,488 11,530
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CASH AND CASH EQUIVALENTS, end of period $ 21,421 $ 26,327
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 4,169 $ 4,198
Income taxes paid 5,105 4,695
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THE BUREAU OF NATIONAL AFFAIRS, INC.
Notes to Consolidated Financial Statements
September 11, 2004
(Unaudited)
NOTE 1: General
The information in this report has not been audited. Results for the
thirty-six weeks are not necessarily representative of the year because of the
seasonal nature of activities. The financial information furnished herein
reflects all adjustments of a normal, recurring nature that are, in the opinion
of management, necessary for a fair statement of the results reported for the
periods shown and has been prepared in conformity with generally accepted
accounting principles of the United States of America applied on a consistent
basis.
Notes contained in the 2003 Annual Report to security holders are hereby
incorporated by reference. Note disclosures which would substantially duplicate
those contained in the 2003 Annual Report to security holders have been omitted.
Certain prior year balances have been reclassified to conform to current year
presentation.
The reported amounts of some assets and liabilities, and the disclosures
of contingent assets and liabilities, result from management estimates and
assumptions which are required to prepare financial statements in conformity
with accounting principles generally accepted in the United States of America.
Estimates and assumptions are used for measuring such items as postretirement
benefits, deferred tax assets, the allowance for doubtful accounts, intangible
assets, and goodwill. Estimates and assumptions may also affect the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
NOTE 2: Inventories
Inventories consisted of the following (in thousands):
September 11, December 31,
2004 2003
------------- -------------
Materials and supplies $ 2,104 $ 2,089
Work in process 754 436
Finished goods 1,255 1,277
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Total $ 4,113 $ 3,802
============= =============
NOTE 3: Stockholders' Equity
Treasury stock as of September 11, 2004 and December 31, 2003,
respectively, consisted of: Class A, 15,845,721 and 15,620,011 shares; Class B,
6,384,719 and 5,801,150 shares; and Class C, 2,518,810 and 2,092,587 shares.
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NOTE 4: Segment Information
In thousands of dollars:
12 Weeks Ended 36 Weeks Ended
9/11/04 9/6/03 9/11/04 9/6/03
--------------------- ----------------------
Revenues from external customers:
Publishing $ 59,971 $ 59,780 $ 182,904 $ 181,196
Printing 7,467 5,371 18,566 13,972
Software 5,556 9,785 11,338 15,353
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Total $ 72,994 $ 74,936 $ 212,808 $ 210,521
====================== ======================
Intersegment printing revenues $ 2,417 $ 2,730 $ 7,660 $ 8,489
====================== ======================
Intersegment software revenues $ 405 $ 477 $ 1,641 $ 1,819
====================== ======================
Operating profit:
Publishing $ 7,986 $ 5,298 $ 22,251 $ 17,739
Printing 347 127 202 (87)
Software 1,640 4,410 (671) (316)
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Total $ 9,973 $ 9,835 $ 21,782 $ 17,336
====================== ======================
NOTE 5: Goodwill and Intangible Assets
Goodwill assigned to the operating segments is as follows: Publishing
$49,998,000; Printing $917,000; and Software $22,537,000. Goodwill was reduced
by $400,000 in 2004 to record a business purchase price adjustment.
Intangible assets that continue to be subject to amortization were as
follows (in thousands of dollars):
September 11, 2004 December 31, 2003
------------------------------ ------------------------------
Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization
------------------------------ ------------------------------
Software $ 28,342 $ (15,091) $ 25,040 $ (13,057)
Customer Lists 14,638 (10,902) 14,638 (9,464)
Copyrights 9,145 (3,520) 9,145 (2,887)
Other 5,328 (4,640) 4,801 (4,279)
------------------------------ ------------------------------
Total $ 57,453 $ (34,153) $ 53,624 $ (29,687)
============================== ==============================
Amortization expense for the above assets for the first three quarters was
$4,513,000 in 2004 and $7,711,000 (including writedowns of $1,803,000 for a
software asset and $617,000 for a publishing asset) in 2003.
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NOTE 6: Employee Benefit Plans
The Company has noncontributory defined benefit pension plans and provides
retiree health care and life insurance benefits (other postretirement benefits)
for certain of its employees. The components of net periodic benefit expenses,
based on the actuarial study as of January 1 for each year, were as follows (in
thousands of dollars):
12 Weeks Ended 36 Weeks Ended
9/11/04 9/6/03 9/11/04 9/6/03
--------------------- ---------------------
Pension Benefits:
Service cost $ 1,772 $ 1,610 $ 5,315 $ 4,828
Interest cost 2,181 2,027 6,543 6,081
Expected return on plan assets (2,036) (1,625) (6,108) (4,875)
Amortization of prior service cost
and of net actuarial loss 302 305 908 916
Voluntary early retirement program -- -- -- 1,760
--------------------- ---------------------
Total expense $ 2,219 $ 2,317 $ 6,658 $ 8,710
===================== =====================
Other Postretirement Benefits:
Service cost $ 980 $ 714 $ 3,009 $ 2,190
Interest cost 1,465 1,061 4,357 3,184
Expected return on plan assets (431) (319) (1,291) (957)
Amortization of prior service cost
and of net actuarial gain 309 (12) 928 (37)
--------------------- ---------------------
Total expense $ 2,323 $ 1,444 $ 7,003 $ 4,380
===================== =====================
The Company recognized the impact of the Medicare Prescription Drug, Improvement
and Modernization Act of 2003 in the second quarter of 2004, the effect of which
was to lower the accumulated projected benefit obligation by $7 million and to
lower year-to-date Other Postretirement Benefit expense by $825,000.
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PART I
Item 2. Management's Discussion and Analysis of Results of Operations
- ------- -------------------------------------------------------------
and Financial Position
- ----------------------
It is presumed that users of this interim report have read or have access to the
audited financial statements and management's discussion and analysis contained
in the 2003 Annual Report to security holders, hereby incorporated by reference.
This interim report is intended to provide an update of the disclosures
contained in the 2003 Annual Report to security holders and, accordingly,
disclosures which would substantially duplicate those contained therein have
been omitted.
FORWARD-LOOKING STATEMENTS
This management discussion contains and incorporates by reference certain
statements that are not statements of historical fact but are forward-looking
statements. The use of such words as "believes," "expects," "estimates,"
"could," "should," and "will," and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ from those projected.
Readers are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof.
RESULTS OF OPERATIONS
Thirty-six weeks ended Sept. 11, 2004 compared to thirty-six weeks
- ------------------------------------------------------------------
ended Sept. 6, 2003.
- --------------------
BNA financial results have continued to run at a strong pace through the first
three quarters of 2004. Consolidated operating profit and net income have
exceeded last year's results, primarily due to a large improvement in the
Publishing segment's operating results.
Consolidated revenues increased 1.1 percent to $212.8 million in the first three
quarters of 2004, while operating expenses were down 1.1 percent. As a result,
the consolidated operating profit was up 26 percent to $21.8 million. Net income
was $13.1 million for the first three quarters of 2004, a 22 percent increase
over 2003. Earnings per share were $.40, up 29 percent, due to the improved net
income and fewer outstanding shares. As explained below, year-to-year
comparisons for both the Publishing and Software segments were affected by
certain 2003 events but, on a consolidated basis, these items were essentially
offsetting.
Publishing segment revenues were up 0.9 percent to $182.9 million compared to
2003. Parent and Tax Management combined subscription and online revenues were
up 0.7 percent. Legal and tax products continued to generate respectable revenue
gains, while revenues from the other major market lines continued to decline.
Nearly all the other publishing units had higher revenues. Publishing operating
expenses were down 1.7 percent compared to last year, which had included a $1.6
million net expense for a voluntary early retirement program (recorded in
general and administrative expenses). Excluding this one-time 2003 expense,
operating expenses were down 0.8 percent, despite higher staffing expenses, due
to lower fulfillment and selling costs. The Publishing segment's operating
profit was up 15.2 percent compared to the same period of 2003, excluding the
one-time expense.
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Printing segment total revenues were up 16.8 percent compared to 2003.
Intersegment revenues, expected to decline as Publishing segment subscribers
continue to migrate from print to electronic products, were down 9.8 percent.
But commercial sales were up 33 percent, despite a very price-sensitive
competitive environment, due mostly to an upturn in financial printing work.
Operating expenses were up 15.4 percent, reflecting higher variable costs. The
operating profit was $202,000 in 2004 compared to an $87,000 loss in last year's
first three quarters.
Software segment revenues were 26 percent lower than in 2003 and operating
expenses decreased 23 percent. BNA Software earns the majority of its revenues
and all of its profits in the second half of the year. For the first three
quarters of 2004, revenues were $4.0 million lower due entirely to timing
differences. Renewal revenues in 2003 included certain product updates that were
shipped in the third quarter; in 2004, these updates will be shipped in the
fourth quarter. Ongoing expenses decreased 13.2 percent due to lower fulfillment
costs and cost containment efforts. BNA Software recorded a $2.1 million
operating loss in the first three quarters of 2004; it posted a $122,000 profit
in the same period of 2003, excluding a $1.8 million writedown of capitalized
development costs (recorded as an editorial expense). Full-year 2004 BNA
Software revenues and operating profit are expected to be higher than 2003. STF
earns most of its revenues and profits in the first and fourth quarters. Both
lower intersegment sales and lower revenues from external customers led to a 7.5
percent decline in total STF revenues compared to 2003. Operating expenses
decreased 12.2 percent due to lower amortization and staffing costs, and STF
achieved an 8.1 percent increase in its operating profit. Because of the timing
difference, the total software segment incurred a $0.7 million operating loss in
2004 compared to a $1.5 million profit in 2003 excluding the asset writedown.
Investment income and net other income fell $732,000 due to lower investment
balances, lower market yields, and lower realized gains on sales. Interest
expense decreased $128,000 due to less debt and higher capitalized interest.
Other comprehensive income reflected an unrealized holding loss in 2004 compared
to a holding gain in 2003.
Twelve weeks ended Sept. 11, 2004 compared to twelve weeks ended Sept. 6, 2003.
- -------------------------------------------------------------------------------
For the third quarter only, consolidated revenues decreased 2.6 percent, while
operating expenses decreased 3.2 percent. Operating profit was up 1.4 percent
and net income was down 2.6 percent. The revenue and expense factors mentioned
above, particularly the software renewal revenues, also affected the third
quarter. Earnings per share were unchanged, at $.18 for both quarters.
OUTLOOK.
The strong financial results for first three quarters of the year have us well
positioned to achieve our 2004 profit goals. Comparable revenue growth has been
better than expected, with most business units showing improvements.
The businesses which were hit hardest by the weak business economy in the
previous three years--McArdle, IOMA, and Kennedy--have shown the strongest
revenue growths this year. Renewals of our core products have continued to
improve. Although revenue trends are definitely positive, consolidated revenue
growth is still far from robust. Cost containment efforts, which were critical
for sustaining profits in the past, are very important for our future success
and are being continued.
Our 2004 budget calls for a 20% increase in operating profit and a 25% increase
in earnings per share. Results to date are well ahead of last year and they are
also tracking nicely above budget. We are optimistic about our chances to
achieve strong profit growth this year.
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FINANCIAL POSITION
Cash provided from operating activities was $35.8 million in the first
thirty-six weeks of 2004, a 21 percent increase over that provided from the
first thirty-six weeks of 2003. Customer receipts were up 6.4 percent, and
operating expenditures increased 4.0 percent from 2003. Cash used for investing
activities was $13.7 million. Capital expenditures netted to $3.6 million and
cash used for the investment portfolio totaled $10.1 million. During the first
three quarters, sales of capital stock to employees totaled $4.2 million. The
Company paid dividends of $5.0 million, and capital stock repurchases amounted
to $18.5 million.
With almost $137 million in cash and investment portfolios the financial
position and liquidity of the Company remains very strong. The cash flows from
operations, along with existing financial reserves and proceeds from the sales
of capital stock, have been sufficient in past years to meet all operational
needs, new product introductions, debt repayments, most capital expenditures,
and, in addition, provide funds for dividend payments and the repurchase of
stock tendered by shareholders. Should more funding become necessary or
desirable in the future, the Company believes that it has sufficient additional
debt capacity based on its operating cash flows and real estate equity.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
- ------- ----------------------------------------------------------
There have been no material changes to our market risk since December 31, 2003.
Item 4. Controls and Procedures
- ------- -----------------------
The Company carried out an evaluation, under the supervision and with the
participation of its management, including the Company's Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934), as of the end of the period covered by this
report. Based on this evaluation, the Company's Chief Executive Officer and
Chief Financial Officer have concluded that the Company's disclosure controls
and procedures are effective in timely alerting them to material information the
Company is required to disclose in its periodic SEC filings.
During the period covered by this report there have been no significant changes
in the Company's internal controls over financial reporting that have materially
affected, or were reasonably likely to materially affect, the Company's internal
control over financial reporting.
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PART II
Item 1. Legal Proceedings
- ------- -----------------
There were no material legal proceedings during the first thirty-six
weeks of 2004.
Item 2. Change in Securities
- ------- --------------------
There were no changes in securities.
Item 3. Defaults upon Senior Securities
- ------- -------------------------------
There were no defaults upon senior securities.
Item 4. Submission of Matters to a Vote of Securities Holders
- ------- -----------------------------------------------------
There were no matters submitted to a vote of security holders during
the quarter ended September. 11, 2004.
Item 5. Other Information
- ------- -----------------
No other information is presented herein.
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits
31.1 Certification of the Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.
31.2 Certification of the Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.
32.1 Certification of the Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.
32.2 Certification of the Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.
(b) No reports were filed on Form 8-K during the quarter ended
September 11, 2004.
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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 thereunto duly authorized.
The Bureau of National Affairs, Inc.
Registrant
10/20/2004 s/Paul N. Wojcik
- ------------ ------------------------------
Date Paul N. Wojcik
President and Chief Executive Officer
10/20/2004 s/George J. Korphage
- ------------ ------------------------------
Date George J. Korphage
Vice President and Chief Financial Officer