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1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
For the fiscal year ended December 31, 1999
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
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(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 29, 2000, was $9,761,496,394.
The number of shares of common stock of the registrant outstanding as
of February 29, 2000 was 194,491,435 shares.
Part I, Part II and Part IV incorporate information by reference from
the Annual Report to Shareholders for the year ended December 31, 1999. Part III
incorporates information by reference from the definitive proxy statement mailed
to shareholders March 23, 2000 for the annual meeting of shareholders to be held
on April 26, 2000.
2
TABLE OF CONTENTS
-----------------
PART I
-----------
Item Page
- ---- ----
1. Business.......................................................... 1 - 2
2. Properties........................................................ 3 - 4
3. Legal proceedings................................................. 5
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.......................................................... 17 - 20
Consent of Independent Auditors - Ernst & Young LLP............... 21
Financial Data Schedule........................................... 22
Supplementary schedule............................................ 23
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 16,376 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 19 and 22 to 23, (textual material) of the Registrant's 1999
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, 1999 at the end of
each year, are included in Exhibit (13), on pages 43 and 44 in the Registrant's
1999 Annual Report to Shareholders and is hereby incorporated by reference.
In 1999, Platt's, a provider of real-time information and analysis in the global
energy services market, was consolidated with the Energy Information Group in
the Information and Media Services segment. Also, in 1999, the management of S&P
Personal Wealth, an e-commerce initiative that provides allocation and planning
tools to the individual investor, was transferred to Business Week, in the
Information and Media Services segment, for operation and consolidation in its
online business. The following is a summary of the segment's revenue and
operating profit restated for these transfers for the years 1999, 1998 and 1997.
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First Second Third Fourth
1999 Quarter Quarter Quarter Quarter Y-T-D
---- ------- ------- ------- ------- -----
(In thousands of dollars)
Revenue
Educational & Professional
Publishing $ 208,983 $371,068 $ 766,557 $ 388,314 $1,734,922
Financial Services 292,846 298,723 305,983 327,053 1,224,605
Information & Media Services 214,642 252,930 245,937 318,961 1,032,470
------- ------- ---------- ---------- ----------
Total $ 716,471 $922,721 $1,318,477 $1,034,328 $3,991,997
========= ======== ========== ========== ==========
Operating Profit
Educational & Professional
Publishing $ (43,857) $ 41,250 $ 235,122 $ 41,152 $ 273,667
Financial Services 91,653 93,069 88,086 96,932 369,740
Information & Media Services 18,084 41,848 25,721 94,207 179,860
--------- ------ ---------- ---------- ----------
Total $ 65,880 $176,167 $ 348,929 $ 232,291 $ 823,267
========= ======== ========== ========== ==========
First Second Third Fourth
1998 Quarter Quarter Quarter Quarter Y-T-D
---- ------- ------- ------- ------- -----
(In thousands of dollars)
Revenue
Educational & Professional
Publishing $ 208,357 $ 354,217 $ 713,023 $ 344,746 $1,620,343
Financial Services 266,046 265,980 270,784 285,007 1,087,817
Information & Media Services 229,017 260,925 222,618 308,425 1,020,985
--------- --------- ---------- ---------- ----------
Total $ 703,420 $ 881,122 $1,206,425 $ 938,178 $3,729,145
========= ========= ========== ========== ==========
Operating Profit
Educational & Professional
Publishing $ (39,731) $ 35,457 $ 183,930 $ 22,420 $ 202,076
Financial Services 82,247 84,247 108,017 81,358 355,869
Information & Media Services 18,301 38,340 22,276 52,206 131,123
--------- --------- ---------- ---------- ----------
Total $ 60,817 $ 158,044 $ 314,223 $ 155,984 $ 689,068
========= ========= ========== ========== ==========
First Second Third Fourth
1997 Quarter Quarter Quarter Quarter Y-T-D
---- ------- ------- ------- ------- -----
(In thousands of dollars)
Revenue
Educational & Professional
Publishing $ 196,857 $ 357,278 $ 681,214 $ 338,448 $1,573,797
Financial Services 221,019 220,179 229,545 250,392 921,135
Information & Media Services 235,059 259,195 232,981 311,928 1,039,163
--------- --------- ---------- ---------- ---------
Total $ 652,935 $ 836,652 $1,143,740 $ 900,768 $3,534,095
========= ========= ========== ========== ==========
Operating Profit
Educational & Professional
Publishing $ (42,551) $ 34,204 $ 178,276 $ 17,793 $ 187,722
Financial Services 70,717 65,522 45,814 74,025 256,078
Information & Media Services 21,891 38,568 41,182 53,709 155,350
--------- --------- ---------- ---------- ----------
Total $ 50,057 $ 138,294 $ 265,272 $ 145,527 $ 599,150
========= ========= ========== ========== ==========
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5
Item 2. Properties
The Registrant leases office facilities at 361 locations: 277 are in the United
States. In addition, the Registrant owns real property at 21 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 1,002 1221 Avenue of the Americas: See 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)
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 418
Dubuque, IA owned Higher Education
Office 107
Warehouse 279
Grove City, OH
Warehouse leased 305 School
Columbus, OH owned 170 School: See below
Monterey, CA owned 215 CTB
Englewood, CO owned 133 Financial Services
Lexington, MA leased 132 Various operating units and
non-McGraw-Hill sub-tenants
Lexington, MA owned 53 Partially occupied with non-
McGraw-Hill tenant
Burr Ridge IL leased 115 Various publishing units
Denver, CO owned 88 Broadcasting
Indianapolis, IN leased 54 Broadcasting
Indianapolis, IN leased 127 CTB
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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
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.
Jurong, Singapore leased 22 Various Operating Units
Office leased 91 Various Publishing Units
The leases at 25 Broadway, 26 Broadway, 1633 Broadway, and 11 West 19th Street
expired in 1999 and the occupants were relocated to 55 Water Street and 2 Penn
Plaza.
The space leased at 1221 Avenue 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. As of January 1, 2000, the Registrant occupies approximately
319,064 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 683,039 square feet of space. On February 1, 2000, the termination
of a sublease resulted in total occupied space by Registrant of 457,076 square
feet and subleased space of 540,790 square feet. A new lease at 1221 Avenue 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 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 houses all of the Standard & Poor's divisions. The 2 Penn Plaza lease
for 447,048 square feet currently houses various operating units within
Educational and Professional Publishing segment and Information and Media
Services segment.
Construction in Columbus Ohio was completed at year-end 1999 and the School
division moved into 170,000 square feet of space in December of 1999. This
location at Westerville, Ohio which the school group previously occupied is
planned to be sold in 2000.
-4-
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Item 3. Legal Proceedings
While the Registrant and its subsidiaries are defendants in
numerous legal proceedings in the United States and abroad, neither
the Registrant nor its subsidiaries are a party to, nor are any of
their properties subject to, any known material pending legal
proceedings which Registrant believes will result in a material
adverse effect on its financial statements or business operations.
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.
-5-
8
Executive Officers of Registrant
--------------------------------
Name Age Position
---- --- --------
Harold McGraw III 51 Chairman of the Board
President and Chief Executive Officer
Robert J. Bahash 54 Executive Vice President and
Chief Financial Officer
Barbara B. Maddock 49 Executive Vice President, Organizational
Effectiveness
John Negroponte 60 Executive Vice President, Global Markets
Kenneth M. Vittor 50 Executive Vice President and General Counsel
Peter Watkins 52 Executive Vice President, Information
Management and Chief Technology Officer
Scott L. Bennett 50 Senior Vice President, Associate General
Counsel and Secretary
Glenn S. Goldberg 41 Senior Vice President, Corporate Affairs
and Assistant to the Chairman, President and Chief
Executive Officer
Frank J. Kaufman 55 Senior Vice President, Taxes
Frank D. Penglase 59 Senior Vice President, Treasury Operations
Talia M. Griep 37 Corporate Controller
All of the above executive officers of the Registrant have been full-time
employees of the Registrant for more than five years except for John Negroponte
and Peter Watkins.
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. Watkins, prior to his becoming an officer of the Registrant on February 1,
2000, was executive vice president and chief information officer for the
Canadian Imperial Bank of Commerce for two and one-half years. Prior to that he
was with Ernst & Young Canada for ten years.
-6-
9
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
29, 2000 was 5,397.
1999 1998
---- ----
Dividends per share of common stock:
$.215 per quarter in 1999 $0.86
$.195 per quarter in 1998 $0.78
Information concerning other matters is incorporated herein by reference from
Exhibit (13), from page 52 of the 1999 Annual Report to Shareholders.
Item 6. Selected Financial Data
Incorporated herein by reference from Exhibit (13), from the 1999 Annual Report
to Shareholders, page 50 and page 51.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Incorporated herein by reference from Exhibit (13), from the 1999 Annual Report
to Shareholders, pages 26 to 36.
Item 7A. Market Risk
Incorporated herein by reference from Exhibit (13), from the 1999 Annual Report
to Shareholders, page 36.
Item 8. Consolidated Financial Statements and Supplementary Data
Incorporated herein by reference from Exhibit (13), from the 1999 Annual Report
to Shareholders, pages 37 to 48 and page 52.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
-7-
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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 23, 2000 for the annual
meeting of shareholders to be held on April 26, 2000.
Item 11. Executive Compensation
Incorporated herein by reference from the Registrant's definitive proxy
statement dated March 23, 2000 for the annual meeting of shareholders to be held
on April 26, 2000.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated herein by reference from the Registrant's definitive proxy
statement dated March 23, 2000 for the annual meeting of shareholders to be held
April 26, 2000.
Item 13. Certain Relationships and Related Transactions
Incorporated herein by reference from the Registrant's definitive proxy
statement dated March 23, 2000 for the annual meeting of shareholders to be held
April 26, 2000.
-8-
11
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............................................. 49
Consolidated balance sheet at
December 31, 1999 and 1998............................................. 38-39
Consolidated statement of income
for each of the three years in
the period ended December 31, 1999..................................... 37
Consolidated statement of cash flows
for each of the three years in the
period ended December 31, 1999......................................... 40
Consolidated statement of shareholders'
equity for each of the three years in
the period ended December 31, 1999..................................... 41
Notes to consolidated financial
statements............................................................. 42-48
Quarterly financial information............................................ 52
Consent of Independent Auditors............................................ 21
Consolidated schedule for each of the three
years in the period ended December 31, 1999
II - Reserves for doubtful accounts
and sales returns ............................................. 23
-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, 1999 are hereby
incorporated by reference in Exhibit (13). With the exception of the pages
listed in the above index, the 1999 Annual Report to Shareholders is not to be
deemed filed as part of Item 14 (a)(1).
(a) (3)Exhibits.
(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.
(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.
-11-
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 1999 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.
No reports on Form 8-K were filed by the Registrant in the last quarter
covered by this Form 10-K.
- ----------------
* These exhibits relate to management contracts or compensatory plan
arrangements.
-12-
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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: /s/ Kenneth M. Vittor
------------------------------------------
Kenneth M. Vittor
Executive Vice President and General Counsel
March 22, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on March 22, 2000 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 twelve members and the
signatures set forth below of individual board members, constitute at least a
majority of such board.
/s/ Harold McGraw III
- ------------------------------------------
Harold McGraw III
Chairman of the Board
President and Chief Executive Officer
Director
/s/ Robert J. Bahash
- ------------------------------------------
Robert J. Bahash
Executive Vice President and
Chief Financial Officer
-13-
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/s/ Talia M. Griep
- ------------------------------------------
Talia M. Griep
Corporate Controller
/s/ Pedro Aspe
- ------------------------------------------
Pedro Aspe
Director
/s/ Sir Winfried Bischoff
- -------------------------------------------
Sir Winfried Bischoff
Director
/s/ Joseph L. Dionne
- ------------------------------------------
Joseph L. Dionne
Director
/s/ Vartan Gregorian
- -------------------------------------------
Vartan Gregorian
Director
/s/ John T. Hartley
- -------------------------------------------
John T. Hartley
Director
/s/ George B. Harvey
- -------------------------------------------
George B. Harvey
Director
/s/ Linda Koch Lorimer
- -------------------------------------------
Linda Koch Lorimer
Director
-14-
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/s/ Robert P. McGraw
- --------------------------------------------
Robert P. McGraw
Director
/s/ Lois Dickson Rice
- --------------------------------------------
Lois Dickson Rice
Director
/s/ James H. Ross
- --------------------------------------------
James H. Ross
Director
/s/ Sidney Taurel
- --------------------------------------------
Sidney Taurel
Director
-15-
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Table of Contents
EXHIBITS AND FINANCIAL STATEMENTS
EXHIBIT PAGE
(12) Computation of Ratio of Earnings to Fixed Charges............... 17-18
(13) Registrant's 1999 Annual Report to Shareholders................. -
(21) Subsidiaries of Registrant...................................... 19-20
(23) Consent of Ernst & Young LLP Independent Auditors............... 21
(27) Financial Data Schedules........................................ 22
Schedule II Reserves for Doubtful Accounts and Sales Returns............. 23
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