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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 26, 1993
Commission number 1-8572
TRIBUNE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-1880355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
435 North Michigan Avenue, Chicago, Illinois 60611
(Address of principal executive officer) (Zip Code)
Registrant's telephone number, including area code: (312) 222-9100
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- -------------------------
Common Stock (without par value) New York Stock Exchange
Preferred Share Purchase Rights Chicago Stock Exchange
Pacific Stock Exchange
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 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
Aggregate market value of the Company's voting stock held by non-affiliates
on March 3, 1994, based upon the closing price of the Company's Common Stock as
reported on the New York Stock Exchange Composite Transactions list for such
date: approximately $3,427,000,000.
At March 3, 1994 there were 67,167,342 shares of the Company's Common Stock
outstanding.
The following documents are incorporated by reference, in part:
1993 Annual Report to Stockholders (Parts I and II, to the extent described
therein).
Definitive Proxy Statement for the April 19, 1994 Annual Meeting of
Stockholders (Part III, to the extent described herein).
PART I
ITEM 1. BUSINESS.
Tribune Company (the "Company") is an information and entertainment company.
Through its subsidiaries, the Company is engaged in the publishing of
newspapers, books and information in print and digital formats and the
broadcasting, production and syndication of information and entertainment in
metropolitan areas in the United States. The Company also has an ownership
interest in a Canadian newsprint manufacturer. The Company was founded in 1847
and incorporated in Illinois in 1861. As a result of a corporate restructuring
in 1968, the Company became a holding company incorporated in Delaware.
References in this report to "Tribune Company" or "the Company" include Tribune
Company and its subsidiaries, unless the context otherwise indicates. The
information in this Item 1 should be read in conjunction with the information
contained under the heading "Management's Discussion and Analysis of Results of
Operations and Financial Condition" in the Company's 1993 Annual Report to
Stockholders, which is incorporated herein by reference.
BUSINESS SEGMENTS
Through 1992, the Company's operations were divided for reporting purposes
into three industry segments: Publishing, Broadcasting and Entertainment, and
Newsprint Operations. The newsprint operations segment consisted entirely of
QUNO Corporation ("QUNO"), which operates in Canada while the other segments
operate in the United States. As a result of an initial public offering
completed by QUNO in February 1993, the Company's ownership interest in the
newsprint operations segment was reduced from 100% to 59%, and its voting
interest was reduced to 49%. As the Company's voting interest is now less than
50%, the Company is using the equity method of accounting for its investment in
QUNO beginning in 1993 and newsprint operations is no longer reported as a
business segment. On March 20, 1991, the Company sold its New York newspaper,
the Daily News. The following table sets forth operating revenue and profit
information regarding each segment of the Company and presents publishing
results both including and excluding the New York Daily News (in millions).
FISCAL YEAR ENDED DECEMBER
-----------------------------------------------------
1993 1992 1991 1990 1989
--------- --------- --------- --------- ---------
Operating Revenues:
Publishing
Publishing excluding Daily News (1)..... $1,229.4 $1,176.2 $1,150.9 $1,205.6 $1,216.4
New York Daily News..................... - - - 321.8 422.0
-------- -------- -------- -------- --------
Total Publishing..................... 1,229.4 1,176.2 1,150.9 1,527.4 1,638.4
Broadcasting and Entertainment (2)....... 727.2 684.0 617.5 624.0 584.3
Intercompany............................. (4.1) (4.4) (4.0) (3.2) (3.4)
-------- -------- -------- -------- --------
Total................................ 1,952.5 1,855.8 1,764.4 2,148.2 2,219.3
Newsprint Operations..................... - 366.3 422.1 351.7 456.7
Intercompany............................. - (117.2) (142.5) (138.0) (213.5)
-------- -------- -------- -------- --------
Total Operating Revenues............. $1,952.5 $2,104.9 $2,044.0 $2,361.9 $2,462.5
-------- -------- -------- -------- --------
Operating Profit (Loss) (3):
Publishing
Publishing excluding Daily News (4)..... $ 255.1 $ 224.5 $ 217.0 $ 278.6 $ 299.3
New York Daily News..................... - - - (114.5) (2.2)
-------- -------- -------- -------- --------
Total Publishing..................... 255.1 224.5 217.0 164.1 297.1
Broadcasting and Entertainment (2)....... 125.7 121.3 100.2 107.5 96.8
Corporate expenses....................... (24.4) (23.6) (22.2) (22.6) (22.1)
-------- -------- -------- -------- --------
Total................................ 356.4 322.2 295.0 249.0 371.8
Newsprint Operations..................... - (53.8) (7.0) (11.1) 61.3
-------- -------- -------- -------- --------
Total Operating Profit............... $ 356.4 $ 268.4 $ 288.0 $ 237.9 $ 433.1
-------- -------- -------- -------- --------
1
- ----------
(1) 1992 amounts have been restated to conform to the 1993 presentation.
(2) 1992 includes $12.3 million of Major League Baseball expansion fees.
(3) Operating profit for each segment excludes interest income and expense, non-
operating gains and losses, equity in QUNO net loss and income taxes.
(4) 1992 includes a $15.3 million charge for the disposition of The Peninsula
Times Tribune.
The following table sets forth asset information for each industry segment
(in millions).
FISCAL YEAR ENDED DECEMBER
---------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
Assets:
Publishing...................... $ 988.4 $ 856.4 $ 861.9 $ 924.3 $1,018.4
Broadcasting and Entertainment.. 1,155.3 1,149.5 1,120.0 1,065.0 1,175.4
Corporate (1)................... 392.7 133.2 132.2 148.6 157.2
Intercompany receivables........ - (10.8) (18.7) (12.3) (29.2)
-------- -------- -------- -------- --------
Total....................... 2,536.4 2,128.3 2,095.4 2,125.6 2,321.8
Newsprint Operations............ - 623.3 699.9 700.5 691.7
-------- -------- -------- -------- --------
Total Assets................ $2,536.4 $2,751.6 $2,795.3 $2,826.1 $3,013.5
-------- -------- -------- -------- --------
- ----------
(1) 1993 Corporate assets include a $250.9 million investment in and advances to
QUNO Corporation.
The Company's results of operations, when examined on a quarter-by-quarter
basis, reflect the seasonality of advertising that affects both publishing and
broadcasting operations. Second and fourth quarter advertising revenues are
typically higher than first and third quarter revenues. Results for the second
quarter usually reflect spring advertising, while the fourth quarter includes
advertising related to the holiday season.
PUBLISHING
The publishing segment represented 63% of the Company's consolidated operating
revenues for 1993. The combined average circulation of the Company's
newspapers was approximately 1.4 million daily and 2.0 million Sunday, according
to Audit Bureau of Circulation ("ABC") averages for the six-month period ended
September 1993. The Company's primary newspapers are the Chicago Tribune, the
Fort Lauderdale-based Sun-Sentinel and The Orlando Sentinel. In Virginia, the
Company owns the Newport News Daily Press. In California, the Company owns two
daily newspapers and a weekly newspaper located in suburban areas in the San
Diego market. The Company also operated one daily newspaper and several weekly
newspapers in Palo Alto, California, which ceased their publication in March
1993. The Company recorded a $15.3 million pre-tax charge in 1992 for the
closure of these Palo Alto-based papers. For 1993, the portion of total
publishing operating revenues represented by each of the Company's principal
newspapers was as follows: Chicago Tribune--53%; Sun-Sentinel--19%; The Orlando
Sentinel--16%; and California and Virginia Newspapers--5%. On July 28, 1993,
the Company acquired Contemporary Books, Inc., a publisher of non-fiction trade
titles and educational books and materials, for $22.0 million in cash and $18.5
million in common stock. On September 13, 1993, the Company acquired Compton's
Multimedia Publishing Group for $57 million in cash. Compton's develops and
distributes interactive multimedia software for the consumer and education
markets. Both of these acquisitions were accounted for as purchases and the
results of their operations are included in the consolidated statements of
income from the respective dates of their acquisition. In February 1994, the
Company acquired substantially all of the assets of The Wright Group, a leading
publisher of "whole language" educational materials for the elementary school
market, for approximately $100 million in cash. The acquisition will be
accounted for as a purchase in 1994. In addition, the Company owns a newspaper
syndication and media marketing company, direct mail operations and other
publishing-related businesses.
2
Each of the Company's newspapers operates independently to meet most
effectively the needs of the area it serves. Editorial policies are established
by local management. The Company coordinates certain aspects of operations and
resources in order to provide greater efficiency and economies of scale.
The Company's newspapers compete for readership and advertising in varying
degrees with other metropolitan, suburban and national newspapers as well as
with television, radio and other media. Competition for newspaper advertising
is based upon circulation levels, readership demographics, price, service and
advertiser results, while competition for circulation is based upon the content
of the newspaper, service and price.
The Company's newspapers are printed in Company-owned production facilities.
The principal raw material is newsprint. In 1993, the Company's newspapers
utilized approximately 376,000 metric tons of newsprint. Approximately 70% of
the newspapers' supply was purchased from QUNO, with the remainder purchased
from outside sources. The Company is party to a contract with QUNO expiring in
2007 to supply newsprint based on market prices. Under the contract, the
Company has agreed to purchase specified minimum amounts of newsprint each year
subject to certain limitations. The specified minimum annual volume is 250,000
metric tons in years 1994 to 1999, 225,000, 200,000 and 175,000 metric tons in
years 2000 to 2002, respectively, and 150,000 metric tons in each of years 2003
to 2007. See "QUNO Corporation" for a discussion of the Company's investment in
the newsprint manufacturing business.
The following table provides a breakdown of revenues for the publishing
segment for the last five years, excluding revenues at the Daily News.
OPERATING REVENUES EXCLUDING DAILY NEWS
(IN THOUSANDS)
FISCAL YEAR ENDED DECEMBER
----------------------------------------------------------
1993 1992 1991 1990 1989
---------- ---------- ---------- ---------- ----------
Advertising:
Retail........ $ 435,107 $ 427,997 $ 429,340 $ 442,946 $ 455,959
General....... 120,589 128,501 124,391 129,481 128,813
Classified.... 336,828 311,553 300,795 356,356 374,480
---------- ---------- ---------- ---------- ----------
Total...... 892,524 868,051 854,526 928,783 959,252
Circulation..... 246,093 238,302 234,720 222,992 210,305
Other (1) (2)... 90,785 69,827 61,636 53,844 46,823
---------- ---------- ---------- ---------- ----------
Total...... $1,229,402 $1,176,180 $1,150,882 $1,205,619 $1,216,380
---------- ---------- ---------- ---------- ----------
- -----------
(1) 1992 amounts have been restated to conform to the 1993 presentation.
(2) Primarily includes revenues from advertising placement services, the
syndication of columns, features, information and comics to newspapers,
publishing books and information in print and digital formats, commercial
printing operations, direct mail operations and other publishing-related
activities. 1993 includes revenues from Contemporary Books and Compton's,
from their respective dates of acquisition, totaling $24 million.
Total advertising revenues improved in 1993 due to increases in full run
linage and preprint volume and higher advertising rates. The increase in retail
advertising reflects increases in the electronics and department store
categories in Chicago and Fort Lauderdale. General advertising revenues
decreased in 1993 due to lower advertising in the transportation and resorts
categories at nearly all the newspapers. Classified advertising also increased
in 1993 as help wanted and automobile advertising improved at most newspapers.
Chicago Tribune
Founded in 1847, the Chicago Tribune is published daily, including Sunday, and
primarily serves an
3
eight-county market in northern Illinois and Indiana. This market ranks third
in the United States in number of households. For the six months ended
September 1993, the Chicago Tribune ranked 8th in average daily circulation and
5th in average Sunday circulation in the nation, based on ABC averages.
Approximately 69% and 50% of the Tribune's daily and Sunday circulation,
respectively, is sold through home delivery, with the remainder primarily sold
at newsstands and vending boxes. The daily edition's newsstand price increased
by $.15 to $.50 and its home delivery price increased $.05 to $.40 effective
September 27, 1992. The Sunday edition's newsstand price increased by $.25 to
$1.50 effective April 8, 1990. The following tables set forth selected
information for the Chicago Tribune.
AVERAGES FOR THE TWELVE MONTHS ENDED DECEMBER
----------------------------------------------------------
1993 1992 1991 1990 1989
---------- ---------- ---------- ---------- ----------
CIRCULATION:
Daily................. 700,000 715,000 733,000 728,000 731,000
Sunday................ 1,113,000 1,114,000 1,121,000 1,119,000 1,132,000
FISCAL YEAR ENDED DECEMBER
--------------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
(IN THOUSANDS)
ADVERTISING INCHES:
Full Run (all zones)
Retail.............. 1,222 1,202 1,195 1,181 1,343
General............. 294 345 347 386 396
Classified.......... 1,214 1,183 1,213 1,452 1,572
-------- -------- -------- -------- --------
Total............ 2,730 2,730 2,755 3,019 3,311
Part Run.............. 4,672 4,442 4,299 4,523 4,683
Preprinted Inserts.... 2,437 2,210 2,002 1,874 1,753
-------- -------- -------- -------- --------
Total Inches..... 9,839 9,382 9,056 9,416 9,747
-------- -------- -------- -------- --------
OPERATING REVENUES...... $647,112 $619,670 $604,703 $632,001 $635,548
-------- -------- -------- -------- --------
The 1993 improvement in advertising volume is due to increases in part run and
preprinted inserts as more targeted zoning options were offered to advertisers.
The daily edition price increase on September 27, 1992 contributed to the
decrease in circulation volume between 1993 and 1992.
Based on ABC averages for the six months ended September 1993, the Chicago
Tribune had a 29% lead in total daily circulation and a 110% lead in Sunday
circulation over its principal competitor, the Chicago Sun-Times. The Chicago
Tribune's total advertising volume and operating revenues are estimated to be
substantially greater than those of the Sun-Times. The Chicago Tribune also
competes with other city, suburban and national daily newspapers, direct mail
operations and other media. In September 1993, the Chicago Tribune began
publishing Exito!, targeted to Spanish-speaking households. The Chicago Tribune
also operates Chicago Online, a local interactive computer service that offers
news and entertainment information through a joint venture with America Online
and audiotex services and publications targeted to specific consumer market
segments.
Sun-Sentinel
The Sun-Sentinel is published daily, including Sunday, and leads the Fort
Lauderdale market in circulation. Approximately 66% and 64% of the Sun-
Sentinel's daily and Sunday circulation, respectively, is sold through home
delivery, with the remainder sold at newsstands and vending boxes. The paper's
principal competition comes from the Miami Herald and national and local
publications, as well as other media. The Miami/Fort
4
Lauderdale market ranks 16th in the nation in terms of households. The
newsstand price of all Sunday editions was increased by $.25 to $1.00 on
November 20, 1989. In January 1992, the newsstand price of the Palm Beach
Sunday edition increased by $.25 to $1.25. Prior to March 27, 1992, the News
and the Sun-Sentinel, based in Fort Lauderdale, Florida, were published in the
afternoon and morning, respectively. The paper was combined for Saturday and
Sunday editions as the Fort Lauderdale Sun-Sentinel. The News, which accounted
for approximately three percent of 1991 circulation, discontinued publication
after the March 27, 1992 edition. The following tables set forth selected
information for the Sun-Sentinel.
AVERAGES FOR THE TWELVE MONTHS ENDED DECEMBER
----------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
CIRCULATION:
Daily................. 263,000 259,000 251,000 245,000 254,000
Sunday................ 362,000 350,000 338,000 328,000 330,000
FISCAL YEAR ENDED DECEMBER
----------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
(IN THOUSANDS)
ADVERTISING INCHES:
Full Run (all zones)
Retail.............. 1,155 1,105 1,182 1,221 1,421
General............. 203 214 214 252 259
Classified.......... 2,261 2,091 2,159 2,520 2,661
-------- -------- -------- -------- --------
Total............ 3,619 3,410 3,555 3,993 4,341
Part Run.............. 2,831 2,889 2,629 2,326 2,284
Preprinted Inserts.... 1,564 1,473 1,314 1,269 1,581
-------- -------- -------- -------- --------
Total Inches..... 8,014 7,772 7,498 7,588 8,206
-------- -------- -------- -------- --------
OPERATING REVENUES...... $233,169 $221,881 $214,990 $226,763 $228,333
-------- -------- -------- -------- --------
The 1993 improvement in advertising volume is primarily due to increased help
wanted and automotive advertising. The 1991 and 1990 reductions in advertising
volume are attributable primarily to the slowdown in the south Florida economy
during those years.
In 1989, the Sun-Sentinel began a commercial printing operation. In 1991, two
weekly publications, XS and Exito!, targeted to young adults and Spanish-
speaking households, respectively, were launched and continued to expand
readership in 1992 and 1993. Like the Chicago Tribune, the Sun-Sentinel also
operates audiotex services and publications targeted to specific consumer market
segments.
The Orlando Sentinel
The Orlando Sentinel is published daily including Sunday and serves primarily
a five-county area in central Florida. It is the only major daily newspaper in
the Orlando market, although it competes with other Florida and national
newspapers as well as other media. Approximately 74% of the paper's daily and
66% of its Sunday circulation is sold on a home delivery basis, with the
remainder sold at newsstands and vending boxes. On October 12, 1992, the weekly
home delivery price was increased by $.50 to $3.75. On March 30, 1992, the
newsstand price of the daily edition increased $.15 to $.50, except for most
Thursday editions, which had been priced at $.50 since February 1991. The
newsstand price of the Sunday edition was increased to $1.50 from $1.25 at the
end of 1990. The Orlando/Daytona Beach/Melbourne market ranks 23rd among U.S.
markets in terms of households. The following tables set forth selected
information for The Orlando Sentinel.
5
AVERAGES FOR THE TWELVE MONTHS ENDED DECEMBER
------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
CIRCULATION:
Daily................. 269,000 281,000 283,000 280,000 269,000
Sunday................ 387,000 387,000 382,000 384,000 371,000
FISCAL YEAR ENDED DECEMBER
------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
(IN THOUSANDS)
ADVERTISING INCHES:
Full Run (all zones)
Retail.............. 956 985 1,074 1,074 1,113
General............. 83 90 93 118 142
Classified.......... 1,665 1,522 1,468 1,796 2,005
-------- -------- -------- -------- --------
Total............ 2,704 2,597 2,635 2,988 3,260
Part Run.............. 1,766 2,024 2,157 1,890 1,963
Preprinted Inserts.... 2,508 2,220 1,877 1,924 1,902
-------- -------- -------- -------- --------
Total Inches..... 6,978 6,841 6,669 6,802 7,125
-------- -------- -------- -------- --------
OPERATING REVENUES...... $202,327 $196,043 $196,180 $203,307 $207,974
-------- -------- -------- -------- --------
The economy in central Florida began to strengthen in 1993. Advertising
volume was up overall due to improved help wanted and automotive advertising and
increased preprint volume from increased zoning. The 1991 and 1990 reductions
in advertising volume are attributable primarily to the slowdown in the central
Florida economy during those years.
In 1990, The Orlando Sentinel launched US Express, a free weekly entertainment
publication that is used to distribute advertising to non-subscribers. US
Express is syndicated nationally, beginning in 1993.
California and Virginia Newspapers
The Times Advocate, located in Escondido, California, serves the northern
portion of San Diego County. The Times Advocate was published weekday
afternoons and Saturday and Sunday mornings until April 1992, when the weekday
afternoon edition was converted to a morning edition. In 1988, the Times
Advocate acquired several weekly newspaper publications, which complement the
paper's daily coverage with more local news and advertising. In June 1990, one
of these weekly publications, The Californian, began publishing six days a week.
The Palo Alto-based Times Tribune ceased publication in March 1993. A $15.3
million pre-tax charge was recorded at December 27, 1992, for the closure of the
Times Tribune.
In 1986, the Company purchased the Daily Press/The Times-Herald in Newport
News, Virginia. The Daily Press is published every morning including Sunday.
The Times-Herald was published each weekday afternoon until September 1, 1991,
when this edition was discontinued. The Daily Press constitutes the only major
daily newspaper in the market, although it competes with other regional and
national newspapers as well as other media. In addition to Newport News, the
Daily Press market includes Hampton, Williamsburg and eight other cities and
counties in Virginia. This market area is commonly called the Virginia
Peninsula and, together with Norfolk, Portsmouth and Virginia Beach, is the 39th
largest U.S. market in terms of households. The weekly home delivery price was
increased by $.30 to $2.75 in September 1992. The newsstand price of the daily
edition increased by $.10 to $.35, and the Sunday edition newsstand price was
increased to $1.25 from $1.00, both effective October 1, 1990. Approximately
78% of the paper's daily and 75% of its Sunday circulation is sold on a home
delivery basis, with the remainder sold at newsstands and vending boxes.
6
The following tables set forth selected combined information for the
California and Virginia daily newspapers.
AVERAGES FOR THE TWELVE MONTHS ENDED DECEMBER
------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
CIRCULATION (1):
Daily....................... 154,000 153,000 154,000 159,000 150,000
Sunday...................... 179,000 178,000 175,000 177,000 162,000
FISCAL YEAR ENDED DECEMBER
------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
(IN THOUSANDS)
ADVERTISING INCHES (1) (2):
Full Run (all zones)
Retail.................... 1,111 1,114 1,154 1,269 1,456
General................... 61 61 88 99 125
Classified................ 1,362 1,227 1,176 1,319 1,537
------- ------- ------- ------- -------
Total.................. 2,534 2,402 2,418 2,687 3,118
Part Run (3)................ 781 801 922 948 674
Preprinted Inserts (3)...... 3,313 3,198 3,129 2,962 2,688
------- ------- ------- ------- -------
Total Inches........... 6,628 6,401 6,469 6,597 6,480
------- ------- ------- ------- -------
OPERATING REVENUES (3)....... $65,146 $82,506 $86,323 $92,233 $93,853
------- ------- ------- ------- -------
- -----------
(1) The Peninsula Times Tribune was closed on March 12, 1993. Circulation and
inches relating to the Times Tribune have been excluded from all years
presented.
(2) The Times-Herald (afternoon edition) was discontinued on September 1, 1991.
Inches relating to this edition have been excluded from all years presented.
(3) Includes related weekly publications.
The increased inches in 1993 reflect the improving economies of both Virginia
& California.
Related Businesses
The Company is engaged in publishing books and information in print and
digital formats through Contemporary Books Inc. and Compton's Multimedia
Publishing Group, both acquired in 1993. The Company is also involved in
syndication activities, primarily through Tribune Media Services, Inc. ("TMS"),
involving the marketing of columns, features, information and comic strips to
newspapers, direct mail operations through AmeriComm/Illinois, acquired in 1991,
and other publishing-related activities. TMS is also engaged in advertising
placement services for television listings in newspapers and the development of
news products and services for electronic and print media. Tribune Properties is
responsible for oversight of the Company's real estate assets and property
leasing transactions. The Company also owns Gold Coast, a shopper publication
located in Fort Lauderdale. During 1990, 13 other shoppers and weekly
publications located on Florida's Gulf Coast were sold and during 1989 Penny
Saver, an Illinois shopper publication, was sold. Total operating revenues for
these related businesses are shown below, net of intercompany revenues. The
amount for 1992 has been restated to conform to the 1993 presentation.
7
RELATED BUSINESS REVENUES
---------------------------
(IN THOUSANDS)
1993.......... $81,648
1992.......... 56,080
1991.......... 48,686
1990.......... 51,315
1989.......... 50,672
Sale of the New York Daily News
On March 20, 1991 the Company sold the New York Daily News to Maxwell
Newspapers, Inc. ("Maxwell"). Daily News operating losses for 1991 through the
date of sale were recorded as part of the Company's 1990 financial statements.
Founded in 1919 by Tribune Company as America's first tabloid newspaper, the
Daily News serves the New York metropolitan area, the largest market in the
United States. The following tables set forth selected historical information
for the New York Daily News included as part of total Publishing through 1990.
FISCAL YEAR ENDED DECEMBER
--------------------------
1990 1989
-------- --------
(IN THOUSANDS)
OPERATING REVENUES:
Advertising:
Retail............................... $114,151 $152,580
General.............................. 47,981 59,920
Classified........................... 43,147 63,730
-------- --------
Total............................. 205,279 276,230
Circulation............................ 116,222 145,629
Other.................................. 322 165
-------- --------
Total............................. $321,823 $422,024
-------- --------
ADVERTISING INCHES:
Full Run (all zones)
Retail............................... 467 591
General.............................. 141 183
Classified........................... 189 294
-------- --------
Total............................. 797 1,068
Part Run............................... 919 1,341
Preprinted Inserts..................... 854 1,097
-------- --------
Total Inches...................... 2,570 3,506
-------- --------
BROADCASTING AND ENTERTAINMENT
The broadcasting and entertainment segment represented 37% of the Company's
consolidated operating revenues for 1993. The segment currently includes
independent VHF television stations located in New York, Los Angeles, Chicago
and Denver, independent UHF television stations located in Philadelphia, Atlanta
and New Orleans, and six radio stations in New York, Chicago, Denver (2) and
Sacramento (2). In November 1993, the Company announced that it had reached an
agreement to acquire independent television station WLVI-Boston for
approximately $25 million in cash plus the amount of working capital at closing.
The acquisition is expected to be completed in the second quarter of 1994,
subject to FCC approval. In January 1993, the Company acquired its
8
two Denver radio stations, KOSI-FM and KEZW-AM, for $19.9 million. The
acquisition was accounted for as a purchase in 1993. In June 1992, the Company
exercised its warrant to acquire a controlling common equity interest in WPHL-
TV, Inc., in Philadelphia. This warrant was acquired by the Company in 1991
for $19 million. The exercise of the warrant was accounted for as a purchase and
the results of WPHL are included in the Company's consolidated statements of
income since June 1992. In entertainment, the Company owns the Chicago Cubs
baseball team, produces and syndicates television programming and, beginning in
1993, operates a Chicago area cable programming service. The following table
shows sources of revenue for the broadcasting and entertainment segment for the
last five years.
OPERATING REVENUES
(IN THOUSANDS)
FISCAL YEAR ENDED DECEMBER
------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
Television (1)...... $536,773 $477,193 $445,883 $458,897 $419,416
Radio (2)........... 58,740 49,552 49,167 47,380 48,728
Entertainment (3)... 131,700 157,306 122,464 117,704 116,182
-------- -------- -------- -------- --------
Total........... $727,213 $684,051 $617,514 $623,981 $584,326
-------- -------- -------- -------- --------
- -----------
(1) Includes WPHL-Philadelphia since its acquisition on June 5, 1992.
(2) Includes KOSI/KEZW-Denver since their acquisition on January 6, 1993.
(3) 1992 includes $12.3 million of Major League Baseball expansion fees.
Television
In 1993, television broadcasting contributed 74% of broadcasting and
entertainment operating revenues. The Company's television stations compete for
audience and advertising with other television and radio stations, cable
television and other media serving the same markets. Competition for audience
and advertising is based upon various interrelated factors including programming
content, audience acceptance and price. Selected data for the Company's
television stations is shown in the following table.
MARKET (1) MAJOR
-------------------- COMMERCIAL EXPIRATION
HOUSEHOLDS NATIONAL STATIONS IN OF FCC
(000'S) RANK CHANNEL MARKET (2) LICENSE (3)
---------- -------- --------- ---------- -------------
WPIX - New York, New York... 6,692 1 11-VHF 6 1994 (4)
KTLA - Los Angeles,
California........... 5,006 2 5-VHF 7 1993 (5)
WGN - Chicago, Illinois.... 3,071 3 9-VHF 7 1997
WPHL - Philadelphia,
Pennsylvania......... 2,661 4 17-UHF 6 1994 (6)
WGNX - Atlanta, Georgia..... 1,510 11 46-UHF 6 1997
KWGN - Denver, Colorado..... 1,091 21 2-VHF 6 1993 (7)
WGNO - New Orleans,
Louisiana............ 609 41 26-UHF 5 1997
- -----------
(1) Source: Nielsen Station Index, September 1993. Ranking of
markets is based on number of television households in DMA
(Designated Market Area).
(2) Source: 1993 Television & Cable Fact Book.
(3) See "Governmental Regulation."
(4) Expires on June 1, 1994. Renewal application filed on February 1, 1994 is
pending.
(5) Expired on December 1, 1993. Renewal application filed on August 2, 1993
is pending.
(6) Expires on August 1, 1994. Renewal application will be filed.
(7) Expired on April 1, 1993. Renewal application filed on December 1, 1992 is
pending.
9
Independent television stations, in contrast to network affiliates, are
required to produce or acquire all of their programming and to sell all
advertising time. Programming emphasis at the Company's stations is placed on
syndicated series, feature motion pictures, local and regional sports coverage,
news and children's programs. The stations acquire most of their programming
from outside sources, although a significant amount is produced locally or
supplied by Tribune Entertainment (see "Entertainment"). Contracts for
purchased programming generally cover a period of one to seven years, with
payment also typically made over several years. The expense for amortization of
television broadcast rights in 1993 was approximately $221 million, which
represents approximately 41% of total television operating revenues.
Average audience share information for the Company's television stations for
the past five years is shown in the following table.
AVERAGE AUDIENCE SHARE (1)
YEAR ENDED DECEMBER
---------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
WPIX - New York, New York............ 10.8% 11.5% 10.5% 9.8% 9.0%
KTLA - Los Angeles, California....... 9.5 9.5 9.8 9.8 10.3
WGN - Chicago, Illinois............. 11.5 12.0 13.0 13.0 13.5
WPHL - Philadelphia, Pennsylvania (2) 5.8 5.0 5.0 4.8 5.5
WGNX - Atlanta, Georgia.............. 7.0 7.3 7.5 6.8 6.3
KWGN - Denver, Colorado.............. 12.0 9.8 10.3 9.8 10.8
WGNO - New Orleans, Louisiana........ 8.0 7.8 7.3 6.5 6.8
- ------------
(1) Represents the estimated number of television households tuned to a specific
station as a percent of total viewing households in a defined area. The
percentages shown reflect the average Nielsen ratings shares for the
February, May, July and November measurement periods for 7 a.m. to 1 a.m.
daily, except for WGNO's 1992 and 1991 figures, which are based on Arbitron
ratings shares calculated in the same manner.
(2) Acquired June 5, 1992.
Radio
In 1993, the Company's radio stations contributed 8% of broadcasting and
entertainment operating revenues. The largest radio station owned by the
Company, measured in terms of operating revenues, is WGN. Radio operations
include Tribune Radio Networks, which produces and distributes farm and sports
programming to radio stations, primarily in the Midwest. Selected information
for the Company's radio stations is shown in the following table.
NUMBER OF
NATIONAL OPERATING
MARKET STATIONS IN AUDIENCE
FORMAT FREQUENCY RANK (1) MARKET (2) SHARE (3)
------------------ --------- --------- -------------- ---------
WQCD - New York, New York.... Contemporary Jazz 101.9-FM 1 48 3.1%
WGN - Chicago, Illinois..... Talk/News/Sports 720-AM 3 37 6.8%
KOSI - Denver, Colorado (4).. Adult Contemporary 101.1-FM 24 33 6.7%
KEZW - Denver, Colorado (4).. Big Band/Nostalgia 1430-AM 24 33 2.4%
KYMX - Sacramento, California Adult Contemporary 96.1-FM 29 25 5.1%
KCTC - Sacramento, California Big Band/Nostalgia 1320-AM 29 25 2.5%
10
- -----------
(1) Source: Radio markets ranked by Arbitron Metro Survey Area, Arbitron
Company 1993.
(2) Source: Arbitron Company 1993.
(3) Source: Average of Winter, Spring, Summer and Fall 1993 Arbitron shares for
persons 12 years old and over, 6 a.m. to midnight daily during the
period measured.
(4) Acquired January 1993.
Entertainment
In 1993, entertainment contributed 18% of the segment's operating revenues.
The entertainment portion of the broadcasting and entertainment segment includes
Tribune Entertainment Company, the Chicago Cubs baseball team, two minor league
baseball teams, ChicagoLand Television News and Tribune Regional Programming.
Starting in 1993, the Company has a 31% equity share in Television Food Network,
a 24-hour basic cable channel of nutrition and fitness. The Chicago Cubs
baseball team received $12.3 million in Major League Baseball expansion fees in
December 1992.
Tribune Entertainment Company was formed in 1982 to acquire and develop
programming for Company television stations and for syndication. Tribune
Entertainment participates in the production or distribution of first-run
programming, including a daily talk show, a combination home shopping and talk
show, music and variety shows, television movies and specials. Tribune
Entertainment's most popular program is "Geraldo," a one-hour, daily talk show
which is aired on 142 stations that cover 95% of U. S. television households and
is sold internationally to many cities in Canada, as well as to several
countries in Latin America and Europe. During the 1993-1994 television season,
Tribune Entertainment will originate approximately 13 hours of first-run
programs per week. On average, the Company's seven television stations will
utilize over 9 hours per week of programming furnished by Tribune Entertainment.
The Company owns the Chicago Cubs baseball team. In addition to providing
local sports entertainment, the Cubs represent an important source of live
programming for the Company's Chicago-based broadcasting operations and regional
cable programming service. In 1992, the Company acquired a Class AA Southern
League franchise in Orlando and a Class A Midwest League franchise in Rockford,
Illinois.
ChicagoLand Television News, a regional 24-hour cable news programming service,
was launched in January 1993 and currently is available to more than 1.1 million
cable households in the Chicago-area market. Tribune Regional Programming, Inc.
was formed to develop and produce cable television services dedicated to
specific local markets.
QUNO CORPORATION
In February 1993, QUNO completed an initial public offering of 9 million
shares of common stock. At the conclusion of the offering, the Company holds
8.8 million, or 49%, of the voting common shares and 4.2 million non-voting
common shares of QUNO for a combined total of 59% of QUNO's total 22 million
outstanding common shares. The Company also holds a $138.8 million subordinated
debenture, convertible into 11.7 million voting common shares of QUNO. As the
Company's voting interest is now less than 50%, the Company is accounting for
its investment in QUNO using the equity method of accounting beginning in 1993.
QUNO is no longer a business segment for reporting purposes.
Based in Canada, QUNO's principal operation is the manufacturing and marketing
of newsprint. QUNO's related operations presently include a sawmill, a
materials recycling company and 60% ownership of a hydro-electric power company
in Baie-Comeau, Quebec. QUNO operates two newsprint mills, in Thorold, Ontario
and Baie-Comeau, Quebec. The mills were started in 1913 and 1937, respectively,
to assure a dependable supply of newsprint at competitive prices for the
Company's newspapers. QUNO ranks seventh in production capacity among
newsprint-producing groups in North America.
11
The following table shows sources of revenue for QUNO Corporation from 1989
through 1992, the last year QUNO's balance sheet and income statement were
consolidated in the Company's financial statements.
OPERATING REVENUES
(IN THOUSANDS OF U.S. DOLLARS)
FISCAL YEAR ENDED DECEMBER
--------------------------------------------
1992 1991 1990 1989
-------- -------- -------- --------
Newsprint:
Affiliated Customers...... $117,195 $142,585 $137,986 $213,458
Unaffiliated Customers.... 224,781 255,603 185,597 210,893
Lumber and Other............ 24,293 23,940 28,155 32,315
-------- -------- -------- --------
Total................... $366,269 $422,128 $351,738 $456,666
-------- -------- -------- --------
Diminished newsprint revenues for 1992 reflect lower transaction prices.
Production and Sales
The Company's paper mills in Baie-Comeau and Thorold currently have annual
newsprint production capacities of approximately 469,000 and 346,000 metric
tons, respectively. Competition for newsprint sales is based upon price, product
quality and customer service. Sales of newsprint through 1993 are shown in the
following table.
NEWSPRINT SALES
(IN THOUSANDS OF METRIC TONS)
FISCAL YEAR ENDED DECEMBER
----------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
Affiliated customers........... 271 266 269 250 363
Unaffiliated customers......... 471 508 473 332 367
--- --- --- --- ---
Total sales............. 742 774 742 582 730
--- --- --- --- ---
QUNO reported an operating loss of $31 million in 1993, $23 million less than
the $54 million operating loss incurred in 1992. This was partially the result
of higher average newsprint selling prices. The North American newsprint
industry has endured significant economic difficulties over the past several
years mainly caused by a capacity/demand imbalance. New mills and improvements
to existing paper machines have increased overall production capacity, while
demand has diminished or remained stagnant. As a result, QUNO's transaction
prices over the 1989-1993 period have declined by approximately 20%.
On August 1, 1992, and again on March 1, 1993, QUNO began implementing, along
with the rest of the industry, a reduction in discounts offered on newsprint
sales. Though prices began to soften in the second half of 1993, newsprint
prices averaged 5% higher in 1993 than in 1992.
QUNO supplies newsprint to most of the Company's newspapers. The newspapers
also purchase newsprint from other suppliers to maintain diversified sources of
supply. Approximately 35% of QUNO's 1993 sales (in metric tons) were to the
Company's newspapers. See "Publishing" for a discussion of the supply contract
between the Company and QUNO.
12
QUNO sells newsprint to approximately 100 unaffiliated customers located
primarily in North America. The majority of such sales are to medium and small
newspapers and commercial printers, with no single unaffiliated customer
accounting for more than 10% of total newsprint revenue. Generally, QUNO sells
newsprint under renewable contracts varying in length from one to five years.
These contracts base the selling price on the list price for comparable
newsprint at the date of shipment, with negotiated discounts from the list
price.
Manufacturing Facilities
QUNO's Baie-Comeau mill is the largest newsprint mill in eastern Canada, with
an annual production capacity of approximately 469,000 metric tons. The mill is
on the St. Lawrence tidewater with year-round navigable access to the Atlantic
seaboard, overseas ports and a rail ferry service with connections to the
railway systems of North America.
The Thorold mill, with annual production capacity of about 346,000 metric
tons, currently uses a blend of two types of pulp in making newsprint. One type
is thermo-mechanically produced and the other is produced from de-inked recycled
waste newspapers and magazines.
Scierie des Outardes ("SDO"), the QUNO sawmill located near the Baie-Comeau
newsprint mill, produces finished lumber that is sold in North America and
overseas. SDO is a source of fiber to the Baie-Comeau mill, providing wood chips
for conversion into pulp. SDO can produce approximately 225,000 cubic meters of
construction grade lumber per year.
The papermaking process generally requires substantial quantities of power and
steam. The Baie-Comeau mill purchases approximately 45% of its total electric
power needs from the Manicouagan Power Company, a 60%-owned QUNO subsidiary, and
the remainder from Hydro-Quebec, a governmental agency. The Thorold mill
purchases all of its power directly from Ontario Hydro, a governmental agency.
Power supplies at both mills are believed to be adequate to meet QUNO's needs
for the foreseeable future.
Fiber Supply
The primary ingredient in the manufacture of newsprint is fiber, which is
derived from roundwood logs, wood chips and recycled newspapers and magazines.
The Baie-Comeau mill processes both roundwood logs and wood chips obtained
primarily from QUNO's timber limits and its sawmill in Quebec. At Thorold, the
mill's newsprint is produced approximately 70% from recycled paper pulp and 30%
from virgin wood pulp. The wood chips are obtained from outside contractors who
harvest QUNO's Ontario timber limits and process the cuttings into chips.
Recycled papers for the Thorold mill are obtained primarily in the southern
Ontario area from newspaper publishers, magazine printers and community
recyclers.
Timber limits in Canada are generally made available by provincial governments
to forest products companies by means of long-term licenses or forest supply and
management agreements. Under such agreements, QUNO holds exclusive cutting
rights in Quebec and Ontario on a total of approximately 8,270 square kilometers
of timberlands. QUNO's agreements with the Province of Quebec are for a term of
25 years and are subject to a review of QUNO's performance every five years. In
Ontario, QUNO has 20-year forest management agreements that call for a review
every five years of QUNO's performance under the reforestation provisions
thereof. QUNO also owns 700 square kilometers of timberlands. QUNO believes its
combined fiber sources continue to be adequate to meet its needs for the
foreseeable future.
13
GOVERNMENTAL REGULATION
Various aspects of the Company's operations are subject to regulation by
governmental authorities in the United States and Canada.
The Company's television and radio broadcasting operations are subject to
Federal Communications Commission ("FCC") jurisdiction under the Communications
Act of 1934, as amended. FCC rules, among other things, govern the term, renewal
and transfer of radio and television broadcasting licenses, prohibit
concentrations of broadcasting control inconsistent with the public interest,
strictly limit common ownership of most communications media in the same market
and regulate network programming and syndication of programs. The FCC also
regulates certain commercial practices of local broadcast stations, including
the rates charged for political advertising and the quantity of advertising
within children's programs. The Company is permitted to own both newspaper and
broadcast operations in the Chicago market by virtue of "grandfather" provisions
in the FCC regulations. Licensees are currently permitted to own up to 12
television stations, 18 AM radio stations and 18 FM radio stations. These
numerical limits are subject to other FCC regulations which impose geographic
market restrictions and limit the percentage of the national television audience
that may be reached by a licensee's television stations in the aggregate.
Television and radio broadcasting licenses are subject to renewal by the FCC at
five-year and seven-year intervals, respectively, and at such times may be
subject to competing applications for the licensed frequencies. The Company
presently has FCC authorization to operate seven television stations and three
AM and three FM radio stations.
From time to time, the FCC revises existing regulations and policies in ways
that could affect the Company's broadcasting operations. In addition, Congress
from time to time considers and adopts substantive amendments to the
Communications Act of 1934 and related legislation. The Company cannot predict
what regulations or legislation may be proposed or finally enacted or what
effect, if any, such regulations or legislation could have on the Company's
broadcasting operations.
EMPLOYEES
The average number of full-time equivalent employees of the Company in 1993
was 9,900, approximately 2,500 less than the average for 1992. This decrease was
due to QUNO employees being included in the Company's 1992 total, but omitted in
1993 due to the deconsolidation of QUNO in 1993.
Pension and other employee benefit plans are provided for substantially all
employees of the Company. Eligible employees also participate in the Company's
Employee Stock Ownership Plan.
During 1993, the Company's publishing segment employed approximately 7,700
full-time equivalent employees, about 9% of whom were represented by a total of
7 unions. Contracts with unionized employees of the publishing segment expire at
various times through October 1996.
Broadcasting and entertainment had an average of 2,100 full-time equivalent
employees in 1993. Approximately 26% of these employees are represented by a
total of 21 unions.
14
EXECUTIVE OFFICERS OF THE COMPANY
Information with respect to the executive officers of the Company is set forth
below. The descriptions of the business experience of these individuals include
the principal positions held by them since March 1989.
Charles T. Brumback (65)
Chairman since January 1993, President since January 1989 and Chief Executive
Officer since August 1990 (Chief Operating Officer until July 1990) of the
Company; formerly President and Chief Executive Officer of Chicago Tribune
Company*; Director of the Company since 1981.
James E. Cushing, Jr. (38)
Vice President and General Counsel of the Company since November 1993; Vice
President/Business Affairs of ChicagoLand Television News* from March 1993 to
November 1993 (Director/Business Affairs from March 1992 to March 1993); Senior
Counsel from October 1990 to March 1992 and Counsel of the Company until October
1990.
James C. Dowdle (60)
Executive Vice President of the Company since August 1991; President and Chief
Executive Officer of Tribune Broadcasting Company* since 1981; Director of the
Company since 1985.
Stanley J. Gradowski (55)
Vice President and Secretary of the Company since 1982.
David J. Granat (47)
Vice President (since May 1991) and Treasurer (since 1985) of the Company.
Donald C. Grenesko (45)
Senior Vice President and Chief Financial Officer (since March 1993) and Vice
President and Chief Financial Officer (from October 1991 to March 1993) of the
Company; President and Chief Executive Officer (until September 1991), Chicago
National League Ball Club, Inc.*
Joseph A. Hays (63)
Vice President/Corporate Relations of the Company since 1983.
David D. Hiller (40)
Senior Vice President/Development since November 1993; Senior Vice President and
General Counsel (from March to November 1993) and Vice President and General
Counsel (until March 1993) of the Company; Partner, Sidley & Austin until
November 1993.
John E. Houghton (62)
Retired since January 1993. Chairman since January 1989 (Chief Executive Officer
until January 1991) of QUNO Corporation. Director of the Company since 1980.
M. Catherine Jaros (44)
Vice President/Marketing of the Company since November 1992; formerly Director
of Marketing, Strategy and External Development, May-October 1992; Director of
Corporate Strategies and Acquisitions, September 1991 to May 1992; Director of
Marketing and Specialty Products, May-August 1991; Director of Strategy,
December 1990 to May 1991, all at Kraft USA; Vice President Business Development
until 1990 at Tappan Capital Partners.
- -----------
*A subsidiary of the Company.
15
John S. Kazik (51)
Senior Vice President/Information Systems since March 1993; Vice
President/Information Systems from December 1989 to March 1993 of the Company
and Vice President of Chicago Tribune Company* since 1982.
James N. Longson (47)
Vice President/Technology of the Company since August 1992; Director of
Corporate Development of the Company from April 1991 to August 1992; Vice
President/Director of Marketing and Strategic Planning of the New York Daily
News from July 1990 to April 1991; formerly Vice President, Facilities and
Systems Development of the New York Daily News.
John W. Madigan (56)
Executive Vice President of the Company and President and Chief Executive
Officer of Tribune Publishing Company* since August 1991; Publisher of the
Chicago Tribune since August 1990 and President and Chief Executive Officer of
Chicago Tribune Company* until September 1993. Director of the Company since
1975.
R. Mark Mallory (43)
Vice President and Controller since May 1991 (Controller and Director of
Planning until May 1991) of the Company.
William B. Nelson (43)
Vice President/Financial Operations of the Company since February 1994 and Vice
President/Chief Financial Officer of Chicago Tribune Company* since January
1983.
Andrew J. Oleszczuk (37)
Vice President/Development of the Company since December 1993; Director of
Planning from August 1990 to December 1993 and Manager of Planning of Tribune
Broadcasting Company* until August 1990.
Shaun M. Sheehan (49)
Vice President/Washington of the Company since July 1992 and Vice
President/Washington of Tribune Broadcasting Company* since February 1986.
John T. Sloan (42)
Senior Vice President/Administration since March 1993 and Vice President/Human
Resources of the Company from August 1991 to February 1993; Vice President and
Director of Human Resources of the New York Daily News from September 1989 to
July 1991; formerly Vice President and Director of Employee Relations of Chicago
Tribune Company*.
Scott C. Smith (43)
President and Chief Executive Officer of Sun-Sentinel Company* (since September
1993); Senior Vice President/Development (August 1991 to September 1993), Senior
Vice President and Chief Financial Officer (October 1989 to July 1991) and Vice
President/Finance until October 1989 of the Company.
- ------------
*A subsidiary of the Company.
16
ITEM 2. PROPERTIES.
The corporate headquarters of the Company are located at 435 North Michigan
Avenue, Chicago, Illinois. The general character, location and approximate size
of the principal physical properties used by the Company at December 26, 1993
are listed below. In addition to those listed, the Company owns or leases
transmitter sites, parking lots and other properties aggregating approximately
338 acres in 29 separate U.S. locations, and owns or leases an aggregate of
approximately 1,927,000 square feet of space in 187 locations. Included in
these figures are 82,000 square feet of space owned by The Peninsula Times
Tribune. On March 12, 1993, the Times Tribune ceased publication. Also
included in these figures are 62 acres and 233,000 square feet of space owned by
the Company which had previously been owned by the New York Daily News. On
March 20, 1991, the Company sold the Daily News. The Times Tribune and Daily
News properties are being offered for sale. The Company also owns the 39,000-
seat stadium used by the Chicago Cubs baseball team. The Company considers its
various properties to be in good condition and suitable for the purposes for
which they are used.
APPROXIMATE AREA IN SQUARE FEET
-------------------------------
GENERAL CHARACTER OF PROPERTY OWNED LEASED
----------------------------- --------- -------
Publishing:
Printing plants, business and editorial
offices, and warehouse space located in:
Chicago, Illinois..................... 1,512,000(1) 111,000
Orlando, Florida...................... 407,000 81,000
Fort Lauderdale, Florida.............. - 135,000(2)
Deerfield Beach, Florida.............. 386,000 -
Newport News, Virginia................ 207,000 -
Escondido, California................. 62,000 -
Carlsbad, California.................. - 49,000
Broadcasting and Entertainment:
Business offices, studios, garages and
transmitters located in:
Chicago, Illinois...................... 99,000 4,000
Oak Brook, Illinois.................... - 69,000
Philadelphia, Pennsylvania............. 22,000 3,000
New York, New York..................... - 78,000(3)
Los Angeles, California................ 253,000 -
Denver, Colorado....................... 46,000 7,000
New Orleans, Louisiana................. - 15,000
Atlanta, Georgia....................... - 21,000
- -----------
(1) Includes Tribune Tower, an approximately 630,000 square foot office building
in downtown Chicago, and Freedom Center, the approximately 697,000 square
foot production center of the Chicago Tribune. Tribune Tower houses the
Company's corporate headquarters, the Chicago Tribune's business and
editorial offices, offices of various subsidiary companies and approximately
77,800 square feet of space leased to unaffiliated tenants. Freedom Center
houses the Chicago Tribune's printing, packaging and distribution
operations.
(2) Consists of space leased in New River Center, which is owned by a real
estate joint venture in which the Company had a 50% interest at December 26,
1993. No portion of this building is listed as "owned" property in the
table.
(3) Includes space leased by subsidiary companies in the New York Daily News
building, which is owned by a limited partnership in which the Company has a
minority interest. No portion of this building is listed as "owned"
property in the table.
17
ITEM 3. LEGAL PROCEEDINGS.
The Company and its subsidiaries are defendants from time to time in actions
for libel and other matters arising out of their business operations. In
addition, the Company and its subsidiaries are involved from time to time as
parties in various regulatory, environmental and other proceedings with
governmental authorities and administrative agencies. The Company does not
believe that any such proceedings presently pending will have a material adverse
effect on its consolidated financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The Company's Common Stock is presently listed on the New York, Chicago and
Pacific stock exchanges. The high and low sales prices of the Common Stock by
fiscal quarter for the two most recent fiscal years, as reported on the New York
Stock Exchange Composite Transactions list, were as follows:
1993 1992
---------------- ----------------
QUARTER High Low High Low
------- ------ ------- ------ -------
First.......................... $56 7/8 $47 5/8 $46 3/4 $39 1/2
Second......................... 56 1/4 50 47 1/2 38 3/4
Third.......................... 55 48 3/8 47 1/4 40
Fourth......................... 61 1/4 50 7/8 50 3/4 42 3/8
At March 3, 1994 there were 4,180 record holders of the Company's Common
Stock.
Quarterly cash dividends declared on Common Stock for both 1993 and 1992 were
$.24 per share. Total cash dividends declared on Common Stock by the Company
were $63,799,000 for 1993 and $62,450,000 for 1992.
ITEM 6. SELECTED FINANCIAL DATA.
The information for the years 1989 through 1993 contained under the heading
"Eleven Year Financial Summary" in the Company's 1993 Annual Report to
Stockholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information contained under the heading "Management's Discussion and
Analysis of Results of Operations and Financial Condition" in the Company's 1993
Annual Report to Stockholders is incorporated herein by reference.
18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Company's Consolidated Financial Statements and Notes thereto and the
information contained under the heading "Business Segments" appearing on pages
35 through 51 of the Company's 1993 Annual Report to Stockholders, together with
the report thereon of Price Waterhouse dated January 28, 1994, appearing on page
52 of such Annual Report and the information contained under the heading
"Quarterly Results" on pages 54 and 55, are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information contained under the heading "Executive Officers of the
Company" in Item 1 hereof, and the information under the heading "Election of
Directors" in the definitive Proxy Statement for the Company's April 19, 1994
Annual Meeting of Stockholders is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information contained under the heading "Executive Compensation" (except
those portions relating to Item 13, below) in the definitive Proxy Statement for
the Company's April 19, 1994 Annual Meeting of Stockholders is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The information contained under the subheadings "Principal Stockholders" and
"Management Ownership" under the heading "Ownership Information" in the
definitive Proxy Statement for the Company's April 19, 1994 Annual Meeting of
Stockholders, is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained under the heading "Executive Compensation" (except
those portions relating to Item 11, above) and the subheadings "Compensation of
Directors" and "Other Transactions" in the definitive Proxy Statement for the
Company's April 19, 1994 Annual Meeting of Stockholders, is incorporated herein
by reference.
19
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K.
(a)(1)&(2) Financial Statements and Financial Statement Schedules filed as part
of this report
As listed in the Index to Financial Statements and Financial
Statement Schedules on page 23 hereof.
(a)(3) Index to Exhibits filed as part of this report
As listed in the Exhibit Index beginning on page 32 hereof.
(b) Reports on Form 8-K
The Company filed a Form 8-K Current Report dated October 29, 1993,
which reported under Item 5 the filing of a Prospectus Supplement on
October 25, 1993 relating to the offer and sale from time to time of
up to $300,000,000 principal amount of the Company's Medium-Term
Notes, Series C. This Supplement was to a Registration Statement on
Form S-3 (File No. 33-45793), effective July 13, 1992. No financial
statements were filed with the report.
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on March 21, 1994.
TRIBUNE COMPANY
By: Charles T. Brumback
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated on March 21, 1994.
Signature Title
--------- -----
Charles T. Brumback Chairman, President and Chief Executive Officer and
Director (principal executive officer)
James C. Dowdle Executive Vice President and Director
John W. Madigan Executive Vice President and Director
Donald C. Grenesko Senior Vice President and Chief Financial Officer
(principal financial officer)
21
Signature Title
--------- -----
R. Mark Mallory Vice President and Controller
(principal accounting officer)
Stanton R. Cook Director
Diego E. Hernandez Director
Robert E. La Blanc Director
Newton N. Minow Director
Donald H. Rumsfeld Director
22
TRIBUNE COMPANY
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
PAGE
----
Consolidated Statements of Income for each of the three fiscal years in
the period ended December 26, 1993 ..................................... *
Consolidated Statements of Financial Position at December 26, 1993 and
December 27, 1992 ...................................................... *
Consolidated Statements of Cash Flows for each of the three fiscal years
in the period ended December 26, 1993 .................................. *
Consolidated Statements of Stockholders' Investment for each of the three
fiscal years in the period ended December 26, 1993 ..................... *
Notes to Consolidated Financial Statements ............................... *
Report of Independent Accountants on Consolidated Financial Statements ... *
Report of Independent Accountants on Financial Statement Schedules ....... 24
Financial Statement Schedules for each of the three fiscal years in the
period ended December 26, 1993 (as applicable) ......................... 25-31
Schedule II Amounts receivable from related parties and underwriters,
promoters and employees other than related parties.
Schedule IV Indebtedness of and to related parties - noncurrent.
Schedule V Property, plant and equipment.
Schedule VI Accumulated depreciation, depletion and amortization of
property, plant and equipment.
Schedule VII Guarantees of securities of other issuers.
Schedule VIII Valuation and qualifying accounts and reserves.
Schedule X Supplementary income statement information.
- -----------
* Incorporated by reference to the Company's 1993 Annual Report to
Stockholders. See Item 8 of this Annual Report on Form 10-K.
------------
All other schedules required under Regulation S-X are omitted because they are
not applicable, not required or the required information is shown in the
consolidated financial statements or notes thereto. Columns omitted from certain
schedules included herein have been omitted because the information is not
applicable. Financial statements of entities accounted for by the equity method
have been omitted because they do not constitute significant subsidiaries.
23
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
TO THE BOARD OF DIRECTORS OF TRIBUNE COMPANY
Our audits of the consolidated financial statements referred to in our report
dated January 28, 1994 appearing on page 52 of the 1993 Annual Report to
Stockholders of Tribune Company (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedules appearing on pages
25 through 31 of this Form 10-K. In our opinion, these Financial Statement
Schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.
Price Waterhouse
Chicago, Illinois
January 28, 1994
24
SCHEDULE II
TRIBUNE COMPANY AND SUBSIDIARIES
SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
(IN THOUSANDS OF DOLLARS)
================================================================================
BALANCE AT DEDUCTIONS- BALANCE AT
BEGINNING AMOUNTS END OF PERIOD-
NAME OF DEBTOR OF PERIOD ADDITIONS COLLECTED NOT CURRENT
- -------------- ---------- --------- ---------- --------------
Year ended December 26, 1993
J. J. Kusper (1) $242 $ - $242 $ -
E. B. Lasak (1) 142 - 142 -
Year ended December 27, 1992
J. J. Kusper (1) $242 $ - $ - $242
W. J. McNally (2) 150 - 150 -
E. B. Lasak (1) 142 - - 142
Year ended December 29, 1991
J. J. Kusper (1) $242 $ - $ - $242
W. J. McNally (2) 150 - - 150
E. B. Lasak (1) 142 - - 142
J. T. Sloan (1) 460 - 460 -
E. R. Moss (1) 168 - 168 -
C. T. Brumback (3) 40 - 40 -
All of the above loans were made to assist in financing the purchase of
residences upon the employee's transfer at the request of the Company.
- ------------
(1) Promissory note secured by personal residence at a rate contingent upon the
net appreciation of the residence acquired.
(2) Non-interest bearing demand note secured by personal residence.
(3) Non-interest bearing demand note secured by shares of a cooperative
association and by common stock owned by Mr. Brumback.
================================================================================
25
SCHEDULE IV
TRIBUNE COMPANY AND SUBSIDIARIES
SCHEDULE IV--INDEBTEDNESS OF AND TO RELATED PARTIES--NONCURRENT
(IN THOUSANDS OF U.S. DOLLARS)
================================================================================
INDEBTEDNESS OF
----------------------------------------------------
BALANCE AT BALANCE AT
NAME DEC. 27, 1992 ADDITIONS DEDUCTIONS DEC. 26, 1993
- ---- ------------- --------- ---------- -------------
QUNO Corporation
Convertible Debenture (1) $138,757 - - $138,757
Riverwalk Center I
Joint Venture Mortgage Note (2) - $35,500 - $ 35,500
220 East Joint Venture
Mortgage Note $ 84,486 - (549) $ 83,937
(1) The QUNO convertible debenture matures in 2002, is convertible at the option
of the Company into 11.7 million voting common shares of QUNO, and is
callable by QUNO after December 27, 1997.
(2) The mortgage note, purchased by the Company in 1993, is on a building owned
by a partnership in which the Company held a 50% interest at December 26,
1993.
================================================================================
26
SCHEDULE V
TRIBUNE COMPANY AND SUBSIDIARIES
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT
(IN THOUSANDS OF DOLLARS)
================================================================================
OTHER CHANGES
BALANCE AT ADD (DEDUCT) BALANCE
BEGINNING ADDITIONS RETIRE- ----------------- AT END
CLASSIFICATION OF PERIOD AT COST MENTS (2) (3) OF PERIOD
-------------- ---------- -------- ------- ------ --------- ----------
Year ended December 26, 1993
Land...................................... $ 51,724 $ 2,583 $ 315 $1,095 $ (616) $ 54,471
Buildings and leasehold improvements...... 459,367 9,303 3,614 743 (158,533) 307,266
Machinery, equipment and furniture........ 1,327,533 69,651 12,610 4,109 (596,041) 792,642
Timber limits and leases, and land
improvements............................ 53,556 131 25 -- (45,975) 7,687
Construction in progress.................. 95,285 (6,048)(1) -- -- (50,136) 39,101
---------- -------- ------- ------ --------- ----------
$1,987,465 $ 75,620 $16,564 $5,947 $(851,301) $1,201,167
========== ======== ======= ====== ========= ==========
Year ended December 27, 1992
Land..................................... $ 48,152 $ 4,850 $ -- $ 135 $ (1,413) $ 51,724
Buildings and leasehold improvements..... 458,567 20,119 2,433 250 (17,136) 459,367
Machinery, equipment and furniture....... 1,325,716 76,261 17,725 4,528 (61,247) 1,327,533
Timber limits and leases, and land
improvements........................... 58,332 3,929 4,961 -- (3,744) 53,556
Construction in progress................. 70,630 25,073(1) 30 478 (866) 95,285
---------- -------- ------- ------ --------- ----------
$1,961,397 $130,232 $25,149 $5,391 $ (84,406) $1,987,465
========== ======== ======= ====== ========= ==========
Year ended December 29, 1991
Land..................................... $ 47,707 $ 121 $ -- $ -- $ 324 $ 48,152
Buildings and leasehold improvements..... 438,921 19,674 801 95 678 458,567
Machinery, equipment and furniture....... 1,273,051 67,393 19,722 852 4,142 1,325,716
Timber limits and leases, and land
improvements........................... 51,652 6,191 3 -- 492 58,332
Construction in progress................. 74,501 552(1) 83 -- (4,340) 70,630
---------- -------- ------- ------ --------- ----------
$1,885,832 $ 93,931 $20,609 $ 947 $ 1,296 $1,961,397
========== ======== ======= ====== ========= ==========
- -----------
(1) Includes spending on construction projects less amounts transferred during
the year to other categories as the projects become operational.
(2) Property, plant and equipment of acquired companies.
(3) Represents (i) for 1992 and 1991, the effect of translating Canadian dollar
denominated accounts to U.S. dollars, as well as certain reclassifications
of items between categories, (ii) for 1992, deductions of $15.2 million
related to the disposition of The Peninsula Times Tribune and (iii) for
1993, deductions related to the assets of QUNO Corporation. As a result of
the initial public offering by QUNO in February 1993, QUNO's balance sheet
is no longer included in the consolidated financial statements. For 1993,
the deduction for QUNO's assets is as follows:
Land $ 616
Buildings and leasehold improvements 158,438
Machinery, equipment and furniture 594,708
Timber limits and leases, land improvements 45,975
Construction in progress 49,863
--------
Total $849,600
========
================================================================================
27
SCHEDULE VI
TRIBUNE COMPANY AND SUBSIDIARIES
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
(IN THOUSANDS OF DOLLARS)
================================================================================
ADDITIONS OTHER
BALANCE AT CHARGED CHANGES BALANCE
BEGINNING TO COSTS & ADD AT END OF
CLASSIFICATION OF PERIOD EXPENSES RETIREMENTS (DEDUCT)(1) PERIOD
-------------- ---------- ---------- ----------- ----------- ---------
Year ended December 26, 1993
Buildings and leasehold improvements ................. $189,576 $ 14,791 $ 2,288 $ (67,479) $134,600
Machinery, equipment and furniture ................... 697,061 65,824 11,012 (289,424) 462,449
Timber limits and leases, and land improvements ...... 26,885 474 7 (24,849) 2,503
-------- -------- ------- --------- --------
$913,522 $ 81,089 $13,307 $(381,752) $599,552
======== ======== ======= ========= ========
Year ended December 27, 1992
Buildings and leasehold improvements ................. $176,125 $ 21,721 $ 2,161 $ (6,109) $189,576
Machinery, equipment and furniture ................... 647,463 97,269 14,933 (32,738) 697,061
Timber limits and leases, and land improvements ...... 34,104 1,488 4,910 (3,797) 26,885
-------- -------- ------- --------- --------
$857,692 $120,478 $22,004 $ (42,644) $913,522
======== ======== ======= ========= ========
Year ended December 29, 1991
Buildings and leasehold improvements ................. $154,586 $ 20,806 $ 441 $ 1,174 $176,125
Machinery, equipment and furniture ................... 570,001 95,479 18,413 396 647,463
Timber limits and leases, and land improvements ...... 31,836 2,262 - 6 34,104
-------- -------- ------- --------- --------
$756,423 $118,547 $18,854 $ 1,576 $857,692
======== ======== ======= ========= ========
Estimated useful lives and methods used for depreciation, amortization and
depletion are as follows:
Buildings--7 to 55 years--straight line.
Leasehold improvements--5 to 40 years--straight line.
Machinery, equipment and furniture--3 to 25 years--straight line.
Land improvements--10 to 30 years--straight line.
Timber limits and leases--5 years--straight line and unit-of-production
method.
- ------------
(1) Represents (i) for 1992 and 1991, the effect of translating Canadian dollar
denominated accounts to U.S. dollars, as well as certain reclassifications
of items between categories, (ii) for 1992, deductions of $9.2 million
related to the disposition of The Peninsula Times Tribune and (iii) for
1993, deductions related to assets of QUNO Corporation, whose balance sheet
is no longer consolidated in the Company's financial statements, beginning
in 1993. For 1993, the deduction for QUNO's assets is as follows:
Building and leasehold improvements $ 67,543
Machinery, equipment and furniture 289,294
Timber limits and leases, land improvements 24,733
--------
Total $381,570
========
================================================================================
28
SCHEDULE VII
TRIBUNE COMPANY AND SUBSIDIARIES
SCHEDULE VII--GUARANTEES OF SECURITIES OF OTHER ISSUERS
(IN THOUSANDS OF DOLLARS)
================================================================================
NAME OF ISSUER AMOUNT OWNED
OF SECURITIES BY PERSON AMOUNT IN NATURE OF
GUARANTEED BY TITLE OF ISSUE TOTAL AMOUNT OR PERSONS TREASURY OF ANY DEFAULT
PERSON FOR OF EACH CLASS GUARANTEED FOR WHICH ISSUER OF BY ISSUER
WHICH STATEMENT OF SECURITIES AND STATEMENT IS SECURITIES NATURE OF IN PRINCIPAL
IS FILED GUARANTEED OUTSTANDING FILED GUARANTEED GUARANTEE AND INTEREST
- --------------- --------------- ------------ ------------ ----------- ------------ ------------
Year ended December 26, 1993
Tribune Company 8.19% Note due $ 17,970 -- -- Guarantee of --
Employee Stock June 15, 1994- principal
Ownership Plan Dec. 15, 1998 and interest
Tribune Company 8.40% Notes due $280,999 -- -- Guarantee of --
Employee Stock Dec. 15, 1994- principal and
Ownership Plan Dec. 15, 2003 interest
================================================================================
29
SCHEDULE VIII
TRIBUNE COMPANY AND SUBSIDIARIES
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN THOUSANDS OF DOLLARS)
==============================================================================
ADDITIONS
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
- ----------- ----------- ---------- ----------- ---------
Valuation accounts deducted from assets
to which they apply:
Year ended December 26, 1993
Allowance for doubtful accounts:
Bad debts............................... $19,329 $15,017 $14,672(1) $19,674
Rebates and volume discounts............ 4,082 17,375 15,699 5,758
------- ------- ------- -------
Total........................... $23,411 $32,392 $30,371 $25,432
======= ======= ======= =======
Year ended December 27, 1992
Allowance for doubtful accounts:
Bad debts............................... $19,423 $14,924 $15,018 $19,329
Rebates and volume discounts............ 3,926 15,299 15,143 4,082
------- ------- ------- -------
Total.......................... $23,349 $30,223 $30,161 $23,411
======= ======= ======= =======
Year ended December 29, 1991
Allowance for doubtful accounts:
Bad debts............................... $15,453 $21,397 $17,427 $19,423
Rebates and volume discounts............ 3,126 14,026 13,226 3,926
------- ------- ------- -------
Total........................... $18,579 $35,423 $30,653 $23,349
======= ======= ======= =======
- --------------
(1) For 1993, $4,612 represents deductions pertaining to QUNO Corporation. As a
result of an initial public offering by QUNO in February 1993, QUNO's
balance sheet is no longer consolidated in the Company's financial
statements.
================================================================================
30
SCHEDULE X
TRIBUNE COMPANY AND SUBSIDIARIES
SCHEDULE X--SUPPLEMENTARY INCOME STATEMENT INFORMATION
(IN THOUSANDS OF DOLLARS)
================================================================================
CHARGED TO COSTS AND EXPENSES
-----------------------------
YEAR ENDED DECEMBER
-----------------------------
ITEM 1993(1) 1992 1991
---- ------- ------- -------
1. Maintenance and repairs..................... $18,060 $60,240 $61,190
2. Amortization of intangible assets........... 21,673 19,101 18,501
3. Taxes, other than payroll and income taxes.. 15,613 25,532 27,113
4. Advertising costs (2)....................... 44,126 49,594 46,015
- ----------
(1) 1993 excludes supplementary income statement information for QUNO
Corporation as QUNO's income statement is no longer included in the
Company's consolidated financial statements. Amounts in 1992 and 1991
relating to QUNO were as follows:
1992 1991
------- -------
Maintenance and repairs $42,894 $44,909
Amortization of intangible assets - -
Taxes, other than payroll and income taxes 10,856 13,120
Advertising costs 1,060 98
(2) Includes all costs related to advertising, public relations and promotion
of the Company's products.
Amortization of preoperating costs and other deferrals and royalties are
omitted as none of these items exceed one percent of the Company's consolidated
operating revenues in any of the years.
================================================================================
31
TRIBUNE COMPANY
EXHIBIT INDEX
Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by Tribune Company with the Securities and Exchange
Commission, as indicated. Exhibits marked with a circle (o) are management
contracts or compensatory plan contracts or arrangements filed pursuant to
Item 601(b)(10)(iii)(A) of Regulation S-K. All other documents listed are
filed with this Report.
NUMBER DESCRIPTION
------ -----------
3.1 * Restated Certificate of Incorporation of Tribune Company, dated
April 21, 1987; Certificate of Designations of Series A Junior
Participating Preferred Stock, dated December 31, 1987; Certificate
of Designations of Series B Convertible Preferred Stock, dated
April 4, 1989 (Exhibit 3.1 to Annual Report on Form 10-K for 1991).
3.2 * By-laws of Tribune Company.
4 * Rights Agreement between Tribune Company and The First National Bank
of Chicago, as Rights Agent, dated as of December 22, 1987 (Exhibit
1 to Form 8-K Current Report dated January 6, 1988); First Amendment
thereto dated as of July 31, 1990 (Exhibit 4 to Form 10-Q Quarterly
Report for the quarter ended July 1, 1990); Second Amendment thereto
dated as of October 31, 1990 (Exhibit 4 to Form 10-Q Quarterly
Report for the quarter ended September 30, 1990).
10.1a o* Employment agreement dated as of July 31, 1990 between Tribune
Company and Stanton R. Cook (Exhibit 19.1 to Form 10-Q Quarterly
Report for the quarter ended September 30, 1990).
10.1b o Consulting agreement dated as of December 14, 1993 between Tribune
Company and Stanton R. Cook.
10.2a o Employment agreement dated as of July 27, 1993 between Tribune
Company and Charles T. Brumback.
10.2b o Amendment dated February 15, 1994 to employment agreement dated as
of July 27, 1993 between Tribune Company and Charles T. Brumback.
10.3 o* Chicago Tribune Company Split-Dollar Insurance Plan dated
June 29, 1978, together with first amendment dated
August 28, 1981, covering certain employees of Tribune Company
and Chicago Tribune Company (Exhibit 10.4 in File No. 2-86087).
10.4a o* Tribune Company Supplemental Retirement Plan, as amended and
restated on January 1, 1989 (Exhibit 10.6 to Annual Report on
Form 10-K for 1988).
10.4b o First Amendment of Tribune Company Supplemental Retirement Plan,
effective January 1, 1994.
10.5 o* Quebec and Ontario Paper Company Ltd. Supplemental Retirement
Plan dated January 1, 1989 (Exhibit 10.7 to Annual Report on
Form 10-K for 1988).
32
NUMBER DESCRIPTION
------ -----------
10.6 o* Tribune Company Deferred Compensation Administration Plan, as
adopted on July 29, 1982, and first amendment thereto dated
December 1, 1982 (Exhibit 10.16 in File No. 2-86087); second
amendment thereto dated October 29, 1984, and third amendment
thereto dated December 16, 1986 (Exhibit 10.8b to Annual
Report on Form 10-K for 1989).
10.7 o* Tribune Company Directors' Deferred Compensation Plan, as
amended and restated on December 14, 1992 (Exhibit 10.7 to
Annual Report on Form 10-K for 1992).
10.8 o Tribune Company Bonus Deferral Plan, dated as of
December 14, 1993.
10.9a o* Tribune Company Management Incentive Plan, dated as of
January 1, 1991 (Exhibit 10.10 to Annual Report on Form 10-K
for 1990).
10.9b o* Amendment effective January 1, 1992 to the Tribune Company
Management Incentive Plan dated as of January 1, 1991
(Exhibit 10.9b to Annual Report on Form 10-K for 1991).
10.10 o* Tribune Company Amended and Restated 1984 Long-Term Performance
Plan, effective as of July 25, 1989 (Exhibit 19.2 to Form 10-Q
Quarterly Report for the quarter ended June 25, 1989);
Forms of Incentive Stock Option Agreement and Non-Qualified
Stock Option Agreements for Tribune Company Amended and
Restated 1984 Long-Term Performance Plan (Exhibit 19.2 to
Form 10-Q Quarterly Report for the quarter ended
July 1, 1990).
10.11 o* Tribune Company 1992 Long-Term Performance Plan, effective as
of April 29, 1992 (Exhibit 10.11 to Annual Report on Form 10-K
for 1992).
10.12a o* 1988 Restricted Stock Plan For Outside Directors, dated
February 16, 1988 (Exhibit 10.12 to Annual Report on Form 10-K
for 1992).
10.12b o Amendment effective April 28, 1992 to the 1988 Restricted Stock
Plan For Outside Directors.
10.13 o Tribune Company Executive Financial Counseling Plan, dated
October 19, 1988 and as amended effective January 1, 1994.
10.14 o* Tribune Company Transitional Compensation Plan for Executive
Employees, as amended and restated on July 26, 1988
(Exhibit 10.16 to Annual Report on Form 10-K for 1988);
amendment dated October 30, 1990 to Tribune Company Transitional
Compensation Plan for Executive Employees (Exhibit 10.14b to
Annual Report on Form 10-K for 1990).
10.15 o Tribune Company Supplemental Defined Contribution Plan,
effective as of January 1, 1994.
10.16 * Amendment and Restated Agreement of Limited Partnership of Two
Twenty East Limited Partnership, dated as of November 5, 1982,
and first amendment thereto dated December 6, 1982
(Exhibit 10.25 in File No. 2-86087).
33
NUMBER DESCRIPTION
------ -----------
10.17 * Asset Purchase Agreement dated March 14, 1991 by and among Maxwell
Newspapers, Inc., Mirror Group PLC, New York News Inc. and Tribune
Company; and letter amendment thereto dated March 20, 1991 (Exhibits
10.1 and 10.2 to Form 8-K Current Report dated March 14, 1991).
10.18 * Newsprint Agreement dated December 2, 1992 between Tribune Company
and QUNO Corporation (Exhibit 10.17 to Annual Report on Form 10-K
for 1992).
11 Statements of Computation of Primary and Fully Diluted Net Income
Per Share.
12 Computation of Ratios of Earnings to Fixed Charges.
13 The portions of the Company's 1993 Annual Report to Stockholders
which are specifically incorporated herein by reference.
21 Table of subsidiaries of Tribune Company.
23 Consent of Independent Accountants.
99 Form 11-K financial statements for Tribune Company Savings Incentive
Plan (to be filed by amendment).
34