Annual Report (Form 10-K), fiscal year 1994

ITEM 1. BUSINESS
(a) General Development of Business
CCH INCORPORATED (CCH), name changed from Commerce Clearing House, Inc. effective January 1, 1995, was incorporated in Delaware in 1927. The corporate headquarters is located at 2700 Lake Cook Road, Riverwoods, Illinois 60015. The Company and its affiliated companies' principal products include (1) publication of looseleaf current news reports, books and electronic products primarily on the subjects of tax and business law, (2) corporate services for lawyers, financial managers and credit managers and (3) computer software and services for use by professionals in processing income tax returns.
(b) Financial Information About Business Segments
	The sales and operating profit of each business segment and the identifiable assets attributable to each business segment for the three years ended December 31, 1994 are set forth in Note I (Segment Information) on pages 32 through 34 of the CCH 1994 Annual Report, which note is incorporated herein by reference.
(c) Narrative Description of Business
	The business of CCH and subsidiaries is discussed on pages 7 through 9 of the CCH 1994 Annual Report, which discussion is incorporated herein by reference.
(d) Foreign Operations
	Financial information relating to foreign and domestic operations for the three years ended December 31, 1994 is presented in Note I (Segment Information) on pages 32 through 34 of the CCH 1994 Annual Report, which note is incorporated herein by reference.
ITEM 2.



ITEM 2. PROPERTIES 	 	The Company owns the following properties, listed by segment:
Description of Property			 	Location	 	 Square Ft. Administrative, editorial and production facilities: 									 Domestic Publishing		Riverwoods, Illinois		235,000 							St. Petersburg, Florida		144,000 							San Rafael, California		136,000 							Chicago, Illinois			117,000 							Clark, New Jersey			 75,000 							San Rafael, California - (1)	 63,000
ITEM 2. PROPERTIES (continued)
Description of Property			 	Location	 	 Square Ft. Administrative, editorial and production facilities:					 				
International Publishing			Sydney, Australia			163,200 							Don Mills, Ontario		130,000 							Farnham, Quebec			 51,125 							Auckland, New Zealand		 43,200 							Bicester, England			 42,400
Branch offices:				
Legal Information Services			Wilmington, Delaware		 24,000					 		Dover, Delaware			 4,000	
Administrative and Processing Centers:	
Computer Processing Services			Cedar Grove, New Jersey		 54,000	
	The Company leases the following space, listed by segment:
				 Year of 				 Lease Description of Property	Location	Square Ft. Expiration Administrative, editorial and production facilities:									 Domestic Publishing	Chicago, Illinois 	225,000	2000 		Westfield, New Jersey	58,500	2003 		Washington, D.C.	24,300	2000 		Lincolnwood, Illinois	15,000	1995 		Cedar Rapids, Iowa	6,600	1998 	 Legal Information Services	New York, New York	144,900	1999 	Washington, D.C.	22,000	2001 		New York, New York	12,400	1999		San Francisco, 	 		 California	 9,000	2000 		 Computer Processing Services 	Torrance,	 		 California	204,000	(6)	2008
ITEM 2. PROPERTIES (continued)
			Year of 	 Lease Description of Property	 Location 	Square Ft. Expiration Sales and Branch Offices: 	 Domestic Publishing	Various - (2)	 113,300	1995-2002
International Publishing	Australia, 		 Various	 11,900	1995-2002 		Singapore	 9,200	1996 		Tokyo, Japan	1,100	1995 	Various - (3)	 8,800	1995-1998 		Malaysia	500	1996 		London	500	1995-1999 Legal Information Services 	Various - (4)	 187,800	1995-2002
Computer Processing Support Services	Various - (5)	 169,249	1995-1998
(1) 1/2 of building used by CCH; 1/2 leased to an outside party	 	 (2) Includes sales offices in 27 different states (3) Includes sales offices in 4 Canadian Provinces (4) Includes branch offices in 29 different states (5) Includes offices in 6 different states (6) Includes 20,000 square feet of space which has been sublet to an outside party and 57,000 square feet of space available for lease
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
1) Robert Taglia, d/b/a Communications Control Ltd., a former consultant, filed an action against CCH in Lake County, IL alleging breach of contract, and seeking an amount in excess of $4.4 million. This action was settled out of court in 1994; the settlement did not have a material impact on the CCH balance sheet or statement of operations.
2) NationBase, Inc., Clarkson & Sons, Inc. and Gavin Clarkson filed suit against CCH in Texas alleging negligent misrepresentation and fraud and seeking judgment of an unspecified amount and punitive damages. The plaintiffs recently sent a letter to CCH demanding $11.5 million in actual damages including attorney fees, claiming that CCH violated the Texas Deceptive Trade Practices Act. CCH filed a motion to dismiss the Texas action or alternatively enter an order abating the action. CCH has filed an action in Illinois for collection on a promissory note to CCH.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	None
	PART II 			 ITEM 5.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
	(a) Principal Market
	Principal market on which CCH's common stock is traded: NASDAQ Stock Market.
	(b) Approximate Number of Holders of Common Stock 	 	The approximate number of holders of CCH's common stock as of February 10, 1995: 4,254 of Class A and 4,251 of Class B. Of this number, approximately 2,456 Class A and B holders are Company employees who participate in stock ownership plans.
	(c) Stock Price and Dividend Information
	The information concerning the range of prices of the Company's common stock and the dividend information is shown on page 38 of the CCH 1994 Annual Report, which information is incorporated herein by reference. 		
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
	A presentation of selected financial data appears on page 11 of the CCH 1994 Annual Report, which data is incorporated herein by reference.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	The discussion by management and its analysis of financial condition and results of operations is contained on pages 12 through 16 of the CCH 1994 Annual Report, which discussion is incorporated herein by reference.
ITEM 8.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	Consolidated financial statements and the related notes for the three years ended December 31, 1994 are presented on pages 17 through 36 of the CCH 1994 Annual Report, which statements and related notes are incorporated herein by reference. Supplementary financial information on quarterly earnings statement data for the three years ended December 31, 1994 is included on page 39 of the CCH 1994 Annual Report, which supplementary financial information is incorporated herein by reference.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	None
	Part III
ITEM 10.



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Identification of Directors
	The names and ages of and family relationships among the Registrant's Directors, and the position held by the Registrant's Directors and the business experience of each Director are stated in the CCH Proxy Statement dated March 2, 1995 in connection with its Annual Meeting to be held on March 30, 1995, under the caption "Election of Directors, which is incorporated herein by reference.
Identification of Executive Officers
	Listed below are the names and ages of the Registrant's executive officers, the position currently held by each officer, the business experience of each officer and the year of initial election as an executive officer:
											 Initially Elected 		Name		 Age						 as Officer Oakleigh B. Thorne	62	Chairman of the Board	1975
Executive Committee: Edward L. Massie (1)	65	President and Chief Executive Officer	1976 Oakleigh Thorne	37	Member, CCH Executive Committee	1988 Ralph C. Whitley	51	Member, CCH Executive Committee	1978
Senior Officers: John I. Abernethy	37	Finance (Chief Financial Officer)	1990 Christopher Ainsley	36	Strategy	1992 JoAnn Augustine	47	Administration (Corp. Secretary)	1992 Jonathan Copulsky	40 	Product/Customer Management	1992 Nancy McKinstry	36	Product Management	1992 Stephen J. Uhring	48	Customer Management	1992 Richard G. Honor (2)	65	International	1988 John J. Lynch Jr.	36	Service Products	1993 Eric K. Marcus (3)	40	Technology	1992 Thomas N. Taylor	54	Operations	1984 Hugh J. Yarrington	52	Knowledge	1993 James C. Rooney	61	Knowledge Teams	1993
	Each of the foregoing officers has served CCH or a CCH subsidiary, either as a department manager, junior officer or executive officer, for five years or more, except for: 	John I. Abernethy	previously a partner with Deloitte & Touche 	Christopher Ainsley	previously a principal with Booz-Allen & Hamilton, and Marakon Associates 	Jonathan Copulsky	previously a vice- president with Booz- Allen & Hamilton 	Nancy McKinstry	previously a principal with Booz-Allen & Hamilton 	Eric K. Marcus (3)	previously with Coopers & Lybrand and Financial Decision Systems, Inc. 	Hugh J. Yarrington	previously Chief Operating Officer at the Bureau of National Affairs
(1)	Retiring as President & CEO April 1995 (2)	Retired February 1995 (3)	Resigned February 1995 	
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
Other
	There have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions material to the evaluation of the ability and integrity of any CCH director or executive officer during the past five years. 	 ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
Remuneration of Directors and Officers
	The information on the remuneration of directors and officers is contained in the CCH Proxy Statement dated March 2, 1995 in connection with its Annual Meeting to be held on March 30, 1995, under the captions Summary Compensation Table, Options/SAR Grants, Report of the Compensation Committee, Shareholder Return Performance Information, Pension Plan, and Supplemental Retirement Plan, which are incorporated herein by reference.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
	The information concerning persons who are known by CCH to own beneficially more than 5% of the Company's stock on February 10, 1995 is shown in the Proxy Statement for the 1995 Annual Meeting, under the caption "Stock Ownership of Principal Stockholders and Management," which is incorporated herein by reference.
(b) Security Ownership of Management
	The information concerning the beneficial ownership of the Company's common stock by all directors and officers as a group is shown in the Proxy Statement for the 1995 Annual Meeting, under the caption "Stock Ownership of Principal Stockholders and Management," which is incorporated herein by refer- ence.
(c) Changes in Control
	The Company knows of no contractual arrangements which may at a subsequent date result in a change in control of the Company.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	None
	PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
	The following consolidated financial statements of CCH INCORPORATED and subsidiaries are presented on pages 17 through 36 of the CCH 1994 Annual Report, which pages are incorporated herein by reference:
Consolidated Statements of Operations for the years ended December 31, 1994, 1993 and Consolidated Balance Sheets as of December 31, 1994 and 1993 Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 	Consolidated Statements of Stockholders Investment for the years ended December 31, 1994, 1993 and 1992 	Notes to Consolidated Financial Statements for the three years ended December 31, 1994 	Independent Auditors' Report
(a) 2. Financial Statement Schedules
Financial Statement
Schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto.
(a)	 3. Exhibit No.
	The following exhibits of CCH INCORPORATED are included in this report:
	(3)	By-laws of CCH INCORPORATED filed as Exhibit 3 to the Companys 		Annual Report on Form 10-K for the year ended December 31, 1993 		and incorporated herein by reference 	(4)	Revolving Credit Agreement By and Among Commerce Clearing House, 		Inc., the Banks Signatory Thereto and National Westminster Bank 		PLC, as agent for such banks, dated as of July 1, 1994 	(10)	1993 Long Term Incentive Plan adopted February 11, 1993 as 	amended 		and restated January 6, 1994 filed as Appendix A to Proxy 	 		Statement dated March 3, 1995 	(13)	The Companys 1994 Annual Report to Shareholders 	(21)	Subsidiaries of the Registrant 	(27)	Financial Data Schedule 	(99)	Certificate of Ownership and Merger merging Commerce Clearing 		House Inc. into CCH INCORPORATED 		 (b) Reports on Form 8-K
	On January 24, 1995, the Company filed a Report on Form 8-K announcing that it had changed its name from Commerce Clearing House, Inc. to CCH INCORPORATED and that its stock symbols were changed from CCLR A and CCLR B to CCHI A and CCHI B.
CCH INCORPORATED & Subsidiaries 	DOCUMENTS INCORPORATED BY REFERENCE
Part I
Item 1 - Business	Pages 7 through 9, and 32 through 34 of CCH 1994 Annual Report.
Part II
Item 5 - Market for the Registrant's	Page 38 of CCH 1994 Annual Report. Common Stock and Related 	 Security Holder Matters			
Item 6 - Selected Financial Data	Page 11 of CCH 1994 Annual Report.
Item 7 - Management's Discussion 	Pages 12 through 16 of CCH 1994 Annual and Analysis of Financial	Report. Condition and Results of Operations 			 Item 8 - Financial Statements and	Pages 17 through 39 of CCH 1994 Annual Supplementary Data	Report.
Part III
Item 10 - Directors and Executive	CCH Proxy Statement dated March 2, 1995 Officers of the Registrant 	in connectio n with its Annual Meeting to be 			held on March 30, 1995 under the caption
Election of Directors".
Item 11 - Executive Compensation	CCH Proxy Statement dated March 2, 1995 in connection with its Annual Meeting to be held on March 30, 1995 under the captions "Election of Directors", Summary Compensation Table, Options/SAR Grants, Report of the Compansation Committee, Pension Plan, Supplementa l Plan.
Item 12 - Security Ownership of	CCH Proxy Statement dated March 2, Certain Beneficial Owners	1995 in connection with its Annual 	 and Management	Meeting to be held on March 30, 1995, under the caption "Stock Ownership of Principal Stockholders and Management. Part IV
Item 14 - Exhibits, Financial	Pages 17 through 36 of CCH Statement Schedules and	1994 Annual Report. Reports on Form 8-K.
Exhibit No. 22 Subsidiaries
Name of Subsidiary					 	Organized in
CCH Asia Limited						 	Delaware CCH Malaysia SDN. BHD.				 	Malaysia CCH Australia Limited					 	Australia CCH New Zealand Limited					New Zealand	 CCH Canadian Limited					 	Canada Les Publications CCH/FM Lte			 	Canada CCH Cayman Limited					 	Grand Cayman, B.W.I. CCH Editions Limited					 	Delaware CCH Europe, Inc.						 	Delaware CCH Japan Limited 					 	Delaware CCH Legal Information Services, Inc.		 	Delaware	 C T Corporation System				 	Delaware Washington Service Bureau, Inc.			 	District of Columbia
	All of the above subsidiaries are included in the consolidated financial statements furnished by this report and are wholly owned by CCH or the subsidiary below which such corporation's name is indented.
	
	SIGNATURES
	Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, CCH INCORPORATED has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
			CCH INCORPORATED
			 /s/ Edward L. Massie 			Edward L. Massie	 		 	President & Chief Executive Officer 		 	(Director)
			 /s/ John I. Abernethy 			John I. Abernethy 			Chief Financial Officer
Date: March 30, 1995
	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on the dates indicated:
/s/ John C. Burton 	/s/ Daniel K. Thorne 	John C. Burton		Daniel K. Thorne 		(Director)			(Director)
/s/ William C. Egan, III 	/s/ Oakleigh B. Thorne 	William C. Egan, III		Oakleigh B. Thorne 		(Director)			(Director)
/s/ Richard T. Merrill 	/s/ Oakleigh Thorne 	Richard T. Merrill		Oakleigh Thorne 		(Director)			(Director)
/s/ Ralph C. Whitley 	/s/ Robert H. Mundheim		 	Ralph C. Whitley		 Robert H. Mundheim 		(Director)			(Director) 	
Date: March 30, 1995
	SIGNATURES
	Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, CCH INCORPORATED has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
			CCH INCORPORATED
			
			Edward L. Massie	 		 	President & Chief Executive Officer 		 	(Director)
			
			John I. Abernethy 			Chief Financial Officer
Date: March 30, 1995
	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on the dates indicated:
	
	John C. Burton		Daniel K. Thorne 		(Director)			(Director)
	
	William C. Egan, III		Oakleigh B. Thorne 		(Director)			(Director)
	
	Richard T. Merrill		Oakleigh Thorne 		(Director)			(Director)
							 	Ralph C. Whitley		Robert H. Mundheim 		(Director)			 (Director)
Date: March 30, 1995