SEC Filing Summary: The McGraw-Hill Companies, Inc. (10-K)
Business Context and Reporting Period
This Form 10-K covers the fiscal year ended December 31, 1997, for The McGraw-Hill Companies, Inc. (Note: The input metadata references "S&P Global Inc.", but the filing text explicitly identifies the registrant as The McGraw-Hill Companies, Inc., which owned Standard & Poor's at the time). The company operates as a multimedia publishing and information provider serving finance, business, education, construction, medical, and technology markets globally. It employs approximately 15,690 people worldwide.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These figures are incorporated by reference from the 1997 Annual Report to Shareholders (Exhibit 13), specifically pages 26-48, which are not included in the provided text.
- Dividends: $1.44 per share for 1997 ($0.36 per quarter), compared to $1.32 per share in 1996.
- Market Value: Aggregate market value of voting stock held by nonaffiliates was approximately $7.46 billion as of February 28, 1998.
- Shares Outstanding: 99,366,761 shares as of February 28, 1998.
- Stockholders: Approximately 5,286 holders of common stock as of February 28, 1998.
Material Changes and Operational Updates
- Real Estate Transactions:
- Exercised an option in January 1998 to sell its 50% interest in a Burr Ridge, IL limited partnership to Times Mirror for $10.5 million.
- Entered into two new long-term leases in New York City (55 Water Street and 2 Penn Plaza) expiring in March 2020 to house S&P Financial Information Services and various publishing units.
- Agreed to surrender a portion of occupied space in its headquarters building starting in 1998.
- Management Changes:
- Jeffrey Williams resigned as Executive Vice President on January 2, 1998.
- Announced on January 28, 1998, that Harold McGraw III will become CEO effective April 29, 1998, succeeding Joseph L. Dionne, who will retire as CEO on July 1, 1998, and serve as non-executive Chairman.
Legal Proceedings, Risks, and Contingencies
- County of Orange v. McGraw-Hill Companies, Inc.: A lawsuit alleging breach of contract and professional negligence regarding bond ratings assigned to Orange County. The Bankruptcy Court dismissed the aiding and abetting claim but denied dismissal of breach of contract and negligence claims. The District Court dismissed the professional negligence claim with leave to amend. Discovery has commenced, and the company intends to vigorously contest the action.
- Julian H. Robertson, Jr. v. The McGraw-Hill Companies, Inc.: A defamation suit regarding a Business Week article. The case was settled and dismissed with prejudice in December 1997. No financial consideration was involved.
- Market Risk: Specific details on market risk are incorporated by reference from the Annual Report to Shareholders and are not present in the text.
Investor Verification Checklist
- Verify the specific revenue, net income, and cash flow figures in the 1997 Annual Report to Shareholders (Exhibit 13), as they are not listed in this 10-K text.
- Review the status of the County of Orange litigation to assess potential liability exposure.
- Confirm the impact of the leadership transition from Joseph L. Dionne to Harold McGraw III on strategic direction.
- Examine the financial impact of the $10.5 million sale of the Burr Ridge, IL partnership interest.
- Check the details of the new long-term leases in New York City for future fixed cost obligations.