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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 31, 1995 Commission file 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 offices) (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. [ ]
Aggregate market value of the Company's voting stock held by non-affiliates
on March 11, 1996, 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 $3,526,000,000.
At March 11, 1996 there were 61,661,593 shares of the Company's Common
Stock outstanding.
The following documents are incorporated by reference, in part:
1995 Annual Report to Stockholders (Parts I and II, to the extent
described therein).
Definitive Proxy Statement for the May 7, 1996 Annual Meeting of
Stockholders (Part III, to the extent described therein).
PART I
ITEM 1. BUSINESS.
Tribune Company (the "Company") is an information, entertainment and
education company. Through its subsidiaries, the Company is engaged in the
publishing of newspapers, books, educational reference material 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 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 1995 Annual Report to Stockholders, which information is incorporated
herein by reference.
BUSINESS SEGMENTS
The Company's operations are divided for reporting purposes into three
industry segments: Publishing, Broadcasting and Entertainment, and Education
(previously referred to as "New Media/Education"). These segments operate in the
United States. The Education segment was established in 1994 and is composed of
educational and reference publishing operations. Prior to 1993 the Company also
had a segment called Newsprint Operations, which consisted entirely of QUNO
Corporation ("QUNO") and operated in Canada. On March 1, 1996, the Company sold
all of its holdings in QUNO as part of QUNO's merger with Donohue Inc. QUNO was
a wholly owned subsidiary of Tribune until February 1993, when QUNO completed an
initial public offering of 9 million shares of common stock. This reduced the
Company's ownership to 59% and its voting interest to 49%. In April 1994, the
Company reduced its ownership holdings in QUNO to 34% by selling 5.5 million
shares of QUNO common stock. The Company began accounting for its investment in
QUNO using the equity method in 1993. The Company's financial statements have
been restated to reflect earnings from QUNO, interest income from the QUNO
convertible debenture and the 1994 gain on the sale of QUNO common shares, net
of income tax, as discontinued operations. The following table sets forth
operating revenues and profit information for each segment of the Company (in
millions).
FISCAL YEAR ENDED DECEMBER
------------------------------
1995 1994 1993
-------- -------- --------
Operating Revenues (1):
Publishing...................... $1,312.8 $1,246.4 $1,163.1
Broadcasting and Entertainment.. 828.8 764.2 727.2
Education....................... 103.1 102.1 21.2
-------- -------- --------
Total Operating Revenues...... $2,244.7 $2,112.7 $1,911.5
-------- -------- --------
Operating Profit (2):
Publishing...................... $ 270.1 $ 287.6 $ 253.0
Broadcasting and Entertainment.. 160.6 132.4 125.7
Education....................... 4.6 2.8 2.1
Corporate expenses.............. (30.1) (26.2) (24.4)
-------- -------- --------
Total Operating Profit........ $ 405.2 $ 396.6 $ 356.4
-------- -------- --------
- - ------------
(1) Amounts have been restated to conform to the 1995 presentation.
(2) Operating profit for each segment excludes interest income and expense, non-
operating gains and losses and income taxes.
1
The following table sets forth asset information for each industry segment
(in millions).
FISCAL YEAR ENDED DECEMBER
----------------------------
1995 1994 1993
-------- -------- --------
Assets:
Publishing...................... $ 693.9 $ 757.9 $ 880.4
Broadcasting and Entertainment.. 1,405.2 1,321.8 1,155.3
Education....................... 211.5 210.4 108.0
Corporate (1)................... 977.7 495.7 392.7
-------- -------- --------
Total Assets.................. $3,288.3 $2,785.8 $2,536.4
-------- -------- --------
- - ----------
(1) Corporate assets include the investment in and advances to QUNO.
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. Fiscal year 1995 comprised 53 weeks,
while fiscal years 1994 and 1993 comprised 52 weeks. The effect of the
additional week in 1995 is generally not significant.
PUBLISHING
The publishing segment represented 58% of the Company's consolidated
operating revenues for 1995. The twelve-month combined average circulation of
the Company's daily newspapers was approximately 1.3 million daily and 2.0
million Sunday. The Company's primary newspapers are the Chicago Tribune, the
Fort Lauderdale-based Sun-Sentinel, The Orlando Sentinel and the Newport News,
Va. Daily Press. In California, the Company owned two daily newspapers and a
weekly newspaper located in suburban areas in the San Diego market that were
sold in July 1995 for $16 million in cash. The Company recorded a $7.5 million
pretax loss on this sale in 1995. The Company also operated one daily newspaper
and several weekly newspapers in Palo Alto, California, which ceased publication
in March 1993. The Company recorded a $15.3 million pretax charge in 1992 for
the closure of these Palo Alto-based papers. For 1995, the portion of total
publishing operating revenues represented by each of the Company's principal
newspapers was as follows: Chicago Tribune--54%; Sun-Sentinel--21%; The Orlando
Sentinel--17%; and Daily Press--4%. In addition, the Company owns a newspaper
syndication and media marketing company, direct mail operations and other
publishing-related businesses.
Each of the Company's newspapers operates independently to most effectively
meet 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 operating 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 1995, the Company's
newspapers utilized approximately 386,000 metric tons of newsprint.
Approximately 66% 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
2
1996 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
"Discontinued Operations (QUNO Corporation)" for a discussion of the Company's
investment in the newsprint manufacturing business.
The North American newsprint industry has increased newsprint prices
several times since the beginning of 1994 due to higher demand for newsprint in
the U.S. and overseas. As a result, average newsprint transaction prices
increased 45% in 1995 over 1994. The higher newsprint prices increased newsprint
expense at the Company's newspapers by approximately $75 million in 1995. The
Company's publishing operations offset most of this increase through cost
controls, a decrease in newsprint consumption and revenue increases. Although
another price increase was announced for April 1996, all major suppliers have
rescinded the increase. QUNO's operating results benefited from the price
increases.
The following table provides a breakdown of revenues for the publishing
segment for the last three years.
OPERATING REVENUES (1)
(IN THOUSANDS)
FISCAL YEAR ENDED DECEMBER
----------------------------------
1995 1994 1993
---------- ---------- ----------
Advertising:
Retail................................... $ 450,141 $ 438,235 $ 417,845
General.................................. 130,680 135,742 120,712
Classified............................... 429,961 387,717 337,770
---------- ---------- ----------
Total................................. 1,010,782 961,694 876,327
Circulation................................ 249,860 242,993 246,178
Other (2).................................. 52,125 41,690 40,611
---------- ---------- ----------
Total................................. $1,312,767 $1,246,377 $1,163,116
---------- ---------- ----------
- - -----------
(1) Amounts have been restated to conform to the 1995 presentation.
(2) Primarily includes revenues from the syndication of columns, features,
information and comics to newspapers, advertising placement services,
commercial printing operations, direct mail operations and other
publishing-related activities.
Total advertising revenues improved in 1995 largely due to rate increases.
Retail advertising revenues increased due primarily to improvements in the
general merchandise category in Chicago. Classified advertising revenues also
rose in 1995 due to help wanted increases at all of the papers and higher real
estate advertising in Chicago and Fort Lauderdale.
Chicago Tribune Company
Founded in 1847, the Chicago Tribune is published daily, including Sunday,
and primarily serves an 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 1995, the Chicago Tribune ranked 7th in average daily
circulation and 4th in average Sunday circulation in the nation, based on ABC
averages. Approximately 74% and 55% 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 in September 1992. The Sunday edition's
newsstand price increased by $.25 to $1.75 in October 1995. In June 1995, the
Chicago Tribune began to phase in a weekly home delivery price increase of $.10
to $3.90. The following tables set forth selected information for the Chicago
Tribune daily newspaper and other related activities.
3
AVERAGES FOR THE TWELVE MONTHS ENDED DECEMBER
---------------------------------------------
1995 1994 1993
---------- ---------- ----------
Circulation:
Daily...................... 683,000 682,000 700,000
Sunday..................... 1,085,000 1,092,000 1,113,000
FISCAL YEAR ENDED DECEMBER
---------------------------------------------
1995 1994 1993
---------- ---------- ----------
(IN THOUSANDS)
Advertising Inches:
Full Run (all zones)
Retail.................... 1,123 1,211 1,198
General................... 314 338 318
Classified................ 1,339 1,320 1,214
---------- ---------- ----------
Total.................... 2,776 2,869 2,730
Part Run................... 5,160 5,017 4,672
Preprinted Inserts......... 3,045 2,852 2,437
---------- ---------- ----------
Total Inches............. 10,981 10,738 9,839
---------- ---------- ----------
Operating Revenues.......... $ 723,344 $ 678,297 $ 635,596
---------- ---------- ----------
The 1995 improvement in advertising volume is mainly due to an increase in
preprinted inserts as additional targeted zoning options were offered to
advertisers, partially offset by lower retail and general full run inches.
Based on ABC averages for the six months ended September 1995, the Chicago
Tribune had a 40% lead in total daily paid circulation and a 134% lead in Sunday
paid 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!, a weekly newspaper targeted to Spanish-speaking households.
The Chicago Tribune owns Chicago Tribune Direct (formerly AmeriComm), a direct
mail operation acquired in 1991. 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. In January 1995,
the Chicago Tribune acquired RELCON, Inc. for approximately $8 million in cash,
which publishes free apartment guides and provides apartment rental referral
services to prospective renters.
Sun-Sentinel Company (Fort Lauderdale)
The Sun-Sentinel is published daily, including Sunday, and leads the Fort
Lauderdale market in circulation. Approximately 68% 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 Lauderdale market ranks
16th in the nation in terms of households. The daily edition's newsstand price
increased by $.10 to $.35 in May 1995. The newsstand price of all Sunday
editions was increased by $.25 to $1.00 in November 1989. In January 1992, the
newsstand price of the Palm Beach Sunday edition increased by $.25 to $1.25. In
August 1993, weekly home delivery increased $.15 to $2.60. The following tables
set forth selected information for the Sun-Sentinel daily newspaper and other
related activities.
4
AVERAGES FOR THE TWELVE MONTHS ENDED DECEMBER
----------------------------------------------
1995 1994 1993
------------ ------------ ------------
Circulation:
Daily...................... 262,000 266,000 263,000
Sunday..................... 370,000 365,000 362,000
FISCAL YEAR ENDED DECEMBER
----------------------------
1995 1994 1993
-------- -------- --------
(IN THOUSANDS)
Advertising Inches: (1)
Full Run (all zones)
Retail.................... 1,203 1,237 1,155
General................... 226 237 203
Classified................ 2,451 2,442 2,261
-------- -------- --------
Total.................... 3,880 3,916 3,619
Part Run................... 2,967 2,979 2,831
Preprinted Inserts......... 1,748 1,660 1,564
-------- -------- --------
Total Inches............. 8,595 8,555 8,014
-------- -------- --------
Operating Revenues.......... $284,838 $267,095 $241,621
-------- -------- --------
- - ----------
(1) Excludes inches for Gold Coast Publications.
The Sun-Sentinel Company also owns Gold Coast Shopper, a publication
located in Deerfield Beach, Florida. The Sun-Sentinel also has a commercial
printing operation. In 1991, two weekly publications, XS and Exito!, targeted to
young adults and Spanish-speaking households, respectively, were launched and
have continued to expand readership. Like the Chicago Tribune, the Sun-Sentinel
also operates audiotex services and publications targeted to specific consumer
market segments.
Sentinel Communications Company (Orlando)
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 75% of the paper's
daily and 68% of its Sunday circulation is sold on a home delivery basis, with
the remainder sold at newsstands and vending boxes. In March 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. In
October 1995, the weekly home delivery price was increased by $.10 to $3.85. The
Orlando/Daytona Beach/Melbourne market ranks 22nd among U.S. markets in terms of
households. The following tables set forth selected information for The Orlando
Sentinel daily newspaper and other related activities.
AVERAGES FOR THE TWELVE MONTHS ENDED DECEMBER
----------------------------------------------
1995 1994 1993
------------ ------------ ------------
Circulation:
Daily..................... 268,000 269,000 269,000
Sunday.................... 389,000 390,000 387,000
5
FISCAL YEAR ENDED DECEMBER
----------------------------
1995 1994 1993
-------- -------- --------
(IN THOUSANDS)
Advertising Inches:
Full Run (all zones)
Retail.................. 930 971 956
General................. 137 99 83
Classified.............. 1,848 1,842 1,665
-------- -------- --------
Total.................. 2,915 2,912 2,704
Part Run.................. 1,506 1,884 1,766
Preprinted Inserts........ 2,787 2,741 2,508
-------- -------- --------
Total Inches........... 7,208 7,537 6,978
-------- -------- --------
Operating Revenues.......... $221,786 $214,125 $202,327
-------- -------- --------
The central Florida economy weakened in 1995. Advertising volume was down
overall due to lower transportation, automotive and food and drug advertising,
partially offset by increased help wanted.
The Orlando Sentinel also publishes US Express, a free weekly entertainment
publication that is used to distribute advertising to non-subscribers. US
Express is syndicated nationally. In 1995, The Orlando Sentinel purchased
Family Journal Publications, a group of four Florida parenting magazines.
Daily Press (Newport News, Virginia)
In 1986, the Company purchased the Daily Press in Newport News, Virginia.
The Daily Press is published every morning including Sunday. 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 40th largest U.S. market in terms of households. The newsstand price of the
daily edition increased by $.10 to $.35 in October 1990. The Sunday edition
newsstand price was increased to $1.50 from $1.25 in October 1995. The weekly
home delivery price was increased by $.30 to $3.05 in October 1995.
Approximately 80% of the paper's daily and 77% of its Sunday circulation is sold
on a home delivery basis, with the remainder sold at newsstands and vending
boxes. The following tables set forth selected information for the Newport News
Daily Press.
AVERAGES FOR THE TWELVE MONTHS ENDED DECEMBER
----------------------------------------------
1995 1994 1993
------------ ------------ ------------
Circulation:
Daily..................... 101,000 101,000 101,000
Sunday.................... 126,000 126,000 125,000
6
FISCAL YEAR ENDED DECEMBER
----------------------------------------------
1995 1994 1993
------------ ------------ ------------
(IN THOUSANDS)
Advertising Inches:
Full Run (all zones)
Retail.................. 674 728 699
General................. 18 29 26
Classified.............. 887 880 866
------- ------- -------
Total.................. 1,579 1,637 1,591
Part Run.................. 110 115 92
Preprinted Inserts........ 1,185 1,147 1,078
------- ------- -------
Total Inches........... 2,874 2,899 2,761
------- ------- -------
Operating Revenues.......... $51,555 $49,866 $47,575
------- ------- -------
California Newspapers
The Times Advocate, located in Escondido, California, was sold in July 1995
for $16 million in cash. The Times Advocate 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 complemented 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 sale of the
Times Advocate included the sale of The Californian and such other weekly
publications. The Palo Alto-based Times Tribune ceased publication in March
1993.
Related Businesses
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, 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. Total operating revenues for these
related businesses are shown below, net of intercompany revenues. Amounts have
been restated to conform to the 1995 presentation.
RELATED BUSINESS REVENUES
-------------------------
(IN THOUSANDS)
FISCAL YEAR ENDED
DECEMBER
-----------------
1995................. $22,739
1994................. 19,519
1993................. 19,499
7
BROADCASTING AND ENTERTAINMENT
The broadcasting and entertainment segment represented 37% of the Company's
consolidated operating revenues for 1995. At December 31, 1995, the segment
included independent VHF television stations located in New York, Los Angeles,
Chicago and Denver, independent UHF television stations located in Philadelphia
and Boston, a UHF CBS television affiliate (effective December 1994) in Atlanta,
a UHF ABC television affiliate (effective January 1996) in New Orleans and five
radio stations in New York, Chicago and Denver (3 stations). The independent
television stations are affiliated with The Warner Bros. Television Network
("The WB Network").
In January 1996, the Company acquired independent UHF television station
KHTV-Houston for approximately $102 million in cash. In February 1996, the
Company acquired the remaining minority interest in WPHL-Philadelphia for
approximately $23 million. The Company has also announced an agreement to
acquire San Diego television station KTTY for $70.5 million in cash, subject to
various regulatory approvals. This acquisition is expected to close in the first
half of 1996. In November 1995, the Company swapped its two Sacramento radio
stations, KYMX and KCTC, for $3 million in cash and a Denver radio station. The
Company acquired independent television station WLVI-Boston in April 1994, for
approximately $25 million in cash. In June 1994 the Company acquired Farm
Journal Inc., publisher of The Farm Journal, a leading farm magazine, for $17.5
million in cash. Farm Journal results are reported in radio. In January 1993,
the Company acquired two Denver radio stations, KOSI-FM and KEZW-AM, for $19.9
million in cash. These acquisitions were accounted for as purchases.
In December 1995, the Company invested $70 million in Qwest Broadcasting
LLC, a company formed to acquire and operate television and radio stations. The
Company's investment in Qwest is composed of a $7 million equity interest (33%)
and $63 million in convertible notes. The notes may only be converted when and
if the FCC regulations permit such conversion. In December 1995, Qwest acquired
television stations in Atlanta (WATL) and New Orleans (WNOL) for a total of
approximately $167 million.
In entertainment/Chicago Cubs, the Company owns the Chicago Cubs baseball
team and produces and syndicates television programming. Cable
programming/development includes CLTV News, a Chicago-area news cable channel,
and the Company's equity losses from The WB Network and TV Food Network, a basic
cable channel specializing in cooking, nutrition and fitness programming.
The following table shows sources of revenue for the broadcasting and
entertainment segment for the last three years.
OPERATING REVENUES
(IN THOUSANDS)
FISCAL YEAR ENDED DECEMBER
----------------------------
1995 1994 1993
-------- -------- --------
Television (1).................. $629,502 $598,532 $536,773
Radio (2)....................... 88,435 68,817 58,740
Entertainment/Chicago Cubs (3).. 103,689 92,080 130,054
Cable Programming/Development... 7,180 4,768 1,646
-------- -------- --------
Total....................... $828,806 $764,197 $727,213
-------- -------- --------
- - ----------
(1) Includes WLVI-Boston since its acquisition in April 1994.
(2) Includes Farm Journal Inc. since its acquisition in June 1994.
(3) 1995 and 1994 reflects the impact of the Major League baseball strike which
began August 12, 1994 and ended in April 1995.
8
Television
In 1995, television contributed 76% 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............ 6,695 1 11-VHF 6 1994 (4)
KTLA - Los Angeles, California....... 4,918 2 5-VHF 7 1998
WGN - Chicago, Illinois............. 3,082 3 9-VHF 7 1997
WPHL - Philadelphia, Pennsylvania.... 2,646 4 17-UHF 6 1999
WLVI - Boston, Massachusetts......... 2,122 6 56-UHF 7 1999
WGNX - Atlanta, Georgia.............. 1,584 10 46-UHF 7 1997
KHTV - Houston, Texas (5)............ 1,574 11 39-UHF 6 1998
KWGN - Denver, Colorado.............. 1,160 18 2-VHF 6 1998
WGNO - New Orleans, Louisiana........ 613 41 26-UHF 5 1997
- - -----
(1) Source: Nielsen Station Index, September 1995. Ranking of markets is based on number of
television households in DMA (Designated Market Area).
(2) Source: 1995 Television & Cable Fact Book
(3) See "Governmental Regulation."
(4) Expired on June 1, 1994. Renewal application filed on February 1, 1994 is pending.
(5) Acquired January 17, 1996.
Programming emphasis at the Company's independent 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, including The WB Network, although a significant amount is
produced locally or supplied by Tribune Entertainment (see "Entertainment/
Chicago Cubs"). 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 1995 was $219
million, which represents approximately 35% of total television operating
revenues. In January 1996, WGNO-New Orleans became an ABC affiliate, and in
December 1994, WGNX-Atlanta became a CBS network affiliate.
Average audience share information for the Company's television stations
for the past three years is shown in the following table.
AVERAGE AUDIENCE SHARE (1)
YEAR ENDED DECEMBER
--------------------------------
1995 1994 1993
---- ---- ----
WPIX - New York, New York............. 10.0% 9.8% 10.8%
KTLA - Los Angeles, California........ 10.0 9.3 9.5
WGN - Chicago, Illinois.............. 10.8 10.8 11.5
WPHL - Philadelphia, Pennsylvania..... 5.3 4.8 5.8
WLVI - Boston, Massachusetts (2)...... 4.5 5.0 5.0
WGNX - Atlanta, Georgia............... 9.3 7.0 7.0
KHTV - Houston, Texas (3)............. 6.3 6.8 6.5
KWGN - Denver, Colorado............... 9.0 9.8 12.0
WGNO - New Orleans, Louisiana......... 9.0 9.5 8.0
9
- - ------
(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.
(2) Acquired April 4, 1994.
(3) Acquired January 17, 1996.
Radio
In 1995, the Company's radio operations contributed 11% 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, and Farm Journal Inc.,
which was acquired in June 1994. In November 1995, the Company swapped its two
Sacramento radio stations, KYMX and KCTC, for $3 million in cash and a Denver
radio station. Selected information for the Company's radio operations 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 New Adult
Contemporary/Jazz 101.9-FM 1 46 3.2%
WGN - Chicago, Illinois Personality/Infotainment/
Sports 720-AM 3 41 6.3%
KOSI - Denver, Colorado Adult Contemporary 101.1-FM 23 30 6.0%
KEZW - Denver, Colorado Nostalgia 1430-AM 23 30 2.6%
KKHK - Denver, Colorado (4) Classic Rock 99.5-FM 23 30 2.8%
- - -----------
(1) Source: Radio markets ranked by Arbitron Metro Survey Area, Arbitron Company 1995.
(2) Source: Arbitron Company 1995.
(3) Source: Average of Winter, Spring, Summer and Fall 1995 Arbitron shares for persons 12 years old and
over, 6 a.m. to midnight daily during the period measured.
(4) Acquired November 1995. Call letters pending approval from the FCC (previously known as KVOD).
Entertainment/Chicago Cubs
In 1995, entertainment/Chicago Cubs contributed 12% of the segment's
operating revenues. This portion of the broadcasting and entertainment segment
includes Tribune Entertainment Company, the Chicago Cubs baseball team and two
minor league baseball teams. The Major League Baseball players' contract expired
on December 31, 1993. The Major League Baseball Players Association initiated a
strike on August 12, 1994, and on August 28, 1994, the owners cancelled the
remainder of the 1994 Major League Baseball season. In April 1995, the National
Labor Relations Board invalidated the owners' posted rules, and the players
ended their strike. The 1995 baseball season began April 26, 1995. The strike
shortened the 1995 season by 18 games and continued to impact attendance
throughout the season. Negotiations for a new players' contract are continuing.
Tribune Entertainment Company was formed 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 one daily 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 143 stations that cover 87% of U. S.
television households, and is sold internationally to many cities in Canada, as
well as to several
10
countries in Latin America and Europe. During the 1995-1996 television season,
Tribune Entertainment originated or syndicated approximately 9 hours of first-
run programs per week. On average, the Company's eight television stations
utilize over four 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.
Cable Programming/Development
Cable programming/development contributed 1% of the segment's operating
revenues in 1995. CLTV News, a regional 24-hour cable news programming service,
was launched in January 1993 and currently is available to more than 1.4 million
cable households in the Chicago-area market. In 1995, the Company acquired an
11.125% equity interest in The WB Network. In 1993, the Company acquired a 31%
equity share in TVFN, a 24-hour basic cable channel focusing on cooking,
nutrition and fitness.
EDUCATION
The education segment represented 5% of the Company's consolidated
operating revenues for 1995. In July 1993, the Company acquired Contemporary
Books, Inc., a publisher of nonfiction trade titles and educational books and
materials, for approximately $22.0 million in cash and $18.5 million in common
stock. In September 1993, the Company acquired Compton's Multimedia Publishing
Group for approximately $57 million in cash. Compton's develops and distributes
interactive multimedia software for the consumer and education markets. The
Company sold Compton's to SoftKey International Inc. in December 1995. In
February 1994, the Company acquired The Wright Group, a leading publisher of
supplemental education materials for the elementary school market, for
approximately $96 million in cash. In May 1995, the Company acquired Jamestown
Publishers for approximately $6 million in cash. In August 1995, the Company
acquired Everyday Learning Corporation, a publisher of mathematics materials for
grades kindergarten through 6, for approximately $25 million. The acquisitions
were accounted for as purchases.
In March 1996, the Company also acquired two education publishers -
Educational Publishing Corporation for $200 million in cash and NTC Publishing
Group for $82 million in cash. Educational Publishing is a developer, publisher
and marketer of supplemental education and innovative curriculum materials for
early childhood through high school. NTC is a publisher of educationally
oriented materials for the school and consumer markets.
Education operating revenues in 1995 were $103 million. Revenues are
derived from publishing innovative curriculum materials, supplemental education
and adult education materials, trade books and multimedia products. The
multimedia products were sold primarily by Compton's.
DISCONTINUED OPERATIONS (QUNO CORPORATION)
In December 1995, the Company announced it had agreed to sell all of its
holdings in QUNO Corporation, a Canadian newsprint producer, as part of QUNO's
agreement to merge with Donohue Inc. The sale was completed March 1, 1996.
Donohue paid approximately C$30.50 per common QUNO share. At the time of the
sale, the Company owned approximately 34% of QUNO's common stock plus $138.8
million in convertible debt. The Company's gross proceeds from the sale were
approximately US$427 million, consisting of US$284 million in cash, US$74
million in short-term notes and US$69 million in Donohue common stock. After-tax
proceeds will
11
be approximately US$331 million. The Company sold the notes and common stock
for cash shortly after the transaction. The Company will record an after-tax
gain on the sale of approximately $89 million in the first quarter of 1996. The
Company's consolidated financial statements have been restated to reflect equity
earnings from QUNO, interest income from the QUNO convertible debenture and the
1994 gain on the sale of QUNO common shares, net of income tax, as discontinued
operations.
The following table shows QUNO newsprint sales to affiliated and
unaffiliated customers for the last three years.
NEWSPRINT SALES
(IN THOUSANDS OF METRIC TONS)
FISCAL YEAR ENDED DECEMBER
--------------------------
1995 1994 1993
---- ---- ----
Affiliated customers........................ 251 256 271
Unaffiliated customers...................... 585 531 471
---- ---- ----
Total sales.......................... 836 787 742
---- ---- ----
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 30% of QUNO's 1995 sales (in metric tons) were to the
Company's newspapers. See "Publishing" for a discussion of the supply contract
between the Company and QUNO.
GOVERNMENTAL REGULATION
Various aspects of the Company's operations are subject to regulation by
governmental authorities in the United States.
The Company's television and radio broadcasting operations are subject to
Federal Communications Commission ("FCC") jurisdiction under the Communications
Act of 1934, as amended. The newly-adopted Telecommunications Act of 1996 and
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.
Numerical limits on the number of broadcast stations a licensee may own have
been removed by the Telecommunications Act, as implemented. However, the Company
will remain subject to other limitations on the number of radio stations a
single owner may own in a local market, and on the percentage of the national
television audience that may be reached by a licensee's television stations in
the aggregate. The Telecommunications Act provides that television and radio
broadcasting licenses will be subject to renewal by the FCC at eight-year
intervals, and at such times may be subject to competing applications for the
licensed frequencies. The Company presently has FCC authorization to operate
nine television stations and two 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
governing communications 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.
12
EMPLOYEES
The average number of full-time equivalent employees of the Company in 1995
was 10,500, relatively unchanged from 1994.
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 1995, the Company's publishing segment employed approximately 7,500
full-time equivalent employees, about 8% of whom were represented by a total of
five unions. Contracts with unionized employees of the publishing segment
expire at various times through December 1998.
Broadcasting and entertainment had an average of 2,600 full-time equivalent
employees in 1995. Approximately 23% of these employees were represented by a
total of 22 unions. Contracts with unionized employees of the broadcasting and
entertainment segment expire at various times through June 1999.
Education had an average of 400 full-time equivalent employees in 1995.
None of these employees were represented by unions.
EXECUTIVE OFFICERS OF THE COMPANY
Information with respect to the executive officers of the Company as of
March 11, 1996 is set forth below. The descriptions of the business experience
of these individuals include the principal positions held by them since March
1991.
Robert D. Bosau (49)
Executive Vice President/General Manager, Tribune Education Company* since
August 1994; Vice President/Administration of Tribune Publishing Company* from
1991 to August 1994; Vice President/Human Resources of the Company from 1987 to
1991.
Joseph D. Cantrell (51)
Executive Vice President, Tribune Publishing Company* since August 1994;
President of The Daily Press, Inc.* and Publisher of the Daily Press from 1986
to August 1994.
James C. Dowdle (62)
Executive Vice President/Media Operations since August 1994, Executive Vice
President of the Company since August 1991; President and Chief Executive
Officer of Tribune Broadcasting Company* since 1981; President of Tribune
Publishing Company* since August 1994; Director of the Company since 1985.
Dennis J. FitzSimons (45)
Executive Vice President, Tribune Broadcasting Company* since August 1994;
President of Tribune Television* from 1992 to August 1994; Vice
President/General Manager of WGN-TV* from 1987 to 1992.
Donald C. Grenesko (47)
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 of Chicago National League Ball
Club, Inc.* from 1988 to 1991.
13
David D. Hiller (42)
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 S. Kazik (53)
Senior Vice President/Information Systems since March 1993; Vice
President/Information Systems from December 1989 to March 1993 of the Company.
Crane H. Kenney (33)
Vice President/Chief Legal Officer since February 1996, Senior Counsel from
March 1995 to January 1996 and Counsel from February 1994 to February 1995 of
the Company; Associate, Schiff, Harden & Waite until January 1994.
John W. Madigan (58)
Chairman since January 1996, Chief Executive Officer since May 1995, President
since May 1994 and Chief Operating Officer of the Company from May 1994 to May
1995; Executive Vice President of the Company and President and Chief Executive
Officer of Tribune Publishing Company* from August 1991 to May 1994; Publisher
of the Chicago Tribune from August 1990 to May 1994 and President and Chief
Executive Officer of Chicago Tribune Company* until September 1993; Director of
the Company since 1975.
Ruthellyn Musil (44)
Vice President/Corporate Relations since March 1995 and Director of
Communications from July 1992 to March 1995 of the Company; Director of Employee
Communications of Chicago Tribune Company* from 1989 to July 1992.
John T. Sloan (44)
Senior Vice President/Administration since March 1993 and Vice President/Human
Resources of the Company from August 1991 to March 1993; Vice President and
Director of Human Resources of the New York Daily News until July 1991.
- - -----------
* A subsidiary of the Company.
14
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 on December 31, 1995
are listed below. In addition to those listed, the Company owns or leases
transmitter sites, parking lots and other properties aggregating approximately
373 acres in 49 separate locations, and owns or leases an aggregate of
approximately 1,701,370 square feet of space in 176 locations. Included in these
figures are 62 acres and 233,000 square feet of space owned by the Company that
had previously been owned by the New York Daily News. On March 20, 1991, the
Company sold the Daily News, and these properties are in the process of being
sold. 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.............................. 1,327,000 (1) 79,000
Orlando, Florida............................... 406,000 92,000
Fort Lauderdale, Florida....................... 279,000 (2) 42,000
Deerfield Beach, Florida....................... 386,000 --
Newport News, Virginia......................... 207,000 --
Broadcasting and Entertainment:
Business offices, studios, garages and
transmitters located in:
Chicago, Illinois.............................. 99,000 7,000
Oak Brook, Illinois............................ -- 69,000
Los Angeles, California........................ 253,000 --
Boston, Massachusetts.......................... 28,000 --
Denver, Colorado............................... 49,000 11,000
Philadelphia, Pennsylvania..................... 22,000 50,000
New York, New York............................. -- 120,000 (3)
New Orleans, Louisiana......................... -- 17,000
Atlanta, Georgia............................... -- 22,000
Education:
Business offices and warehouse space located in:
Chicago, Illinois.............................. 185,000 21,000
Bothell, Washington............................ -- 74,000
- - -----
(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
80,000 square feet of space leased to unaffiliated tenants. Freedom Center
houses the Chicago Tribune's printing, packaging and distribution
operations.
15
(2) Represents New River Center, an approximately 279,000 square foot office
building in downtown Fort Lauderdale. New River Center houses the business
and editorial offices of the Sun-Sentinel, which occupies approximately
91,000 square feet. The remaining space is leased to or available for
commercial tenants.
(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.
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 State of Florida Department of Environmental Protection ("DEP") and the
Company's subsidiary, Sentinel Communications Company (the "Sentinel"), have
entered into a consent decree under which the Sentinel will assist the DEP in
remediating certain trichloroethene groundwater contamination in downtown
Orlando, Florida. The Company currently estimates that the Sentinel's share of
the remediation costs will not be material and has provided for the costs in the
Company consolidated financial statements.
The Company does not believe that any of the matters or 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.
16
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:
1995 1994
------------------ ------------------
QUARTER HIGH LOW HIGH LOW
------- ------- ------- ------- -------
First................ $56 1/8 $50 3/4 $61 7/8 $55
Second............... 60 3/4 53 3/4 64 1/2 54
Third................ 68 1/4 59 3/4 56 5/8 50 1/4
Fourth............... 68 7/8 59 5/8 56 1/8 48 7/8
At March 11, 1996, there were 4,812 record holders of the Company's Common
Stock.
Quarterly cash dividends declared on Common Stock were $.28 per share in
1995 and $.26 per share in 1994. Total cash dividends declared on Common Stock
by the Company were $72,524,000 for 1995 and $69,907,000 for 1994.
ITEM 6. SELECTED FINANCIAL DATA.
The information for the years 1991 through 1995 contained under the heading
"Eleven Year Financial Summary" in the Company's 1995 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 1995
Annual Report to Stockholders is incorporated herein by reference.
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
43 through 60 of the Company's 1995 Annual Report to Stockholders, together with
the report thereon of Price Waterhouse LLP dated January 31, 1996, appearing on
page 61 of such Annual Report and the information contained under the heading
"Quarterly Results" on pages 62 and 63, are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not Applicable.
17
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 May 7, 1996
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 May 7, 1996 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 May 7, 1996 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 May 7, 1996 Annual Meeting of Stockholders, is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1)&(2) Financial Statements and Financial Statement Schedule filed as part
of this report
As listed in the Index to Financial Statements and Financial Statement
Schedule on page 21 hereof.
(a)(3) Index to Exhibits filed as part of this report
As listed in the Exhibit Index beginning on page 24 hereof.
(b) Reports on Form 8-K
The Company filed one report on Form 8-K during the last quarter of the
period covered by this report. The Form 8-K Current Report, dated
December 14, 1995, reported under Item 5 an agreement to merge Compton's
NewMedia and Compton's Learning Company into SoftKey International Inc.
for SoftKey common stock valued at approximately $106.5 million and the
assumption of up to $17 million in intercompany debt. The Company also
agreed to invest $150 million in SoftKey convertible notes once SoftKey
acquired a majority of the common stock of The Learning Company. No
financial statements were filed as part of the report.
18
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
25, 1996.
TRIBUNE COMPANY
/s/ John W. Madigan
By: John W. Madigan
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 25, 1996.
Signature Title
--------- -----
John W. Madigan Chairman, President and Chief Executive Officer
and Director (principal executive officer)
James C. Dowdle Executive Vice President and Director
Donald C. Grenesko Senior Vice President and Chief Financial
Officer (principal financial officer)
R. Mark Mallory Vice President and Controller
(principal accounting officer)
19
Signature Title
--------- -----
Charles T. Brumback Director
Diego E. Hernandez Director
Robert E. La Blanc Director
Nancy Hicks Maynard Director
Newton N. Minow Director
Arnold R. Weber Director
20
TRIBUNE COMPANY
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
PAGE
----
Consolidated Statements of Income for each of the three fiscal
years in the period ended December 31, 1995........................... *
Consolidated Balance Sheets at December 31, 1995 and
December 25, 1994..................................................... *
Consolidated Statements of Cash Flows for each of the three fiscal
years in the period ended December 31, 1995........................... *
Consolidated Statements of Shareholders' Equity for each of the three
fiscal years in the period ended December 31, 1995.................... *
Notes to Consolidated Financial Statements.............................. *
Report of Independent Accountants on Consolidated Financial Statements.. *
Report of Independent Accountants on Financial Statement Schedule....... 22
Financial Statement Schedule for each of the three fiscal years in the
period ended December 31, 1995........................................ 23
Schedule II Valuation and qualifying accounts and reserves.
- - -----------
* Incorporated by reference to the Company's 1995 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 or not required.
21
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of Tribune Company
Our audits of the consolidated financial statements referred to in our report
dated January 31, 1996 appearing in the 1995 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 Schedule listed in Item 14(a) of this Form
10-K. In our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ Price Waterhouse LLP
- - ------------------------
PRICE WATERHOUSE LLP
Chicago, Illinois
January 31, 1996
22
SCHEDULE II
TRIBUNE COMPANY AND SUBSIDIARIES
SCHEDULE II--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 OF PERIOD
----------- ----------- ---------- ---------- -----------
Valuation accounts deducted from assets
to which they apply:
Year ended December 31, 1995
Allowance for doubtful accounts:
Bad debts............................ $24,464 $19,745 $21,131 $23,078
Rebates, volume discounts and other.. 9,534 27,754 30,212 7,076
------- ------- ------- -------
Total.......................... $33,998 $47,499 $51,343(1) $30,154
======= ======= ======= =======
Year ended December 25, 1994
Allowance for doubtful accounts:
Bad debts............................ $17,589 $18,024 $11,149 $24,464
Rebates, volume discounts and other.. 7,843 18,284 16,593 9,534
------- ------- ------- -------
Total.......................... $25,432 $36,308 $27,742 $33,998
======= ======= ======= =======
Year ended December 26, 1993
Allowance for doubtful accounts:
Bad debts............................ $19,329 $12,932 $14,672(1) $17,589
Rebates, volume discounts and other.. 4,082 19,460 15,699 7,843
------- ------- ------- -------
Total.......................... $23,411 $32,392 $30,371 $25,432
======= ======= ======= =======
- - --------------
(1) For 1995, $9,389 represents deductions pertaining to Compton's NewMedia and
Times Advocate Company, sold in 1995. 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 was no longer
consolidated in the Company's financial statements.
================================================================================================
23
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
------ -----------
2 * Pre-Amalgamation Agreement among Donohue Inc., Tribune Company and
QUNO Corporation, dated as of December 22, 1995 (Exhibit 99.2 to Form
8-K Current Report dated January 8, 1996); Pre-Amalgamation Amendment
Agreement thereto dated as of December 28, 1995 (Exhibit 99.3 to Form
8-K Current Report dated January 8, 1996).
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 As Amended and In Effect on February 20,
1996.
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 (Exhibit 10.1b to Annual Report on Form
10-K for 1993).
10.2a o* Employment agreement dated as of July 27, 1993 between Tribune
Company and Charles T. Brumback (Exhibit 10.2a to Annual Report on
Form 10-K for 1993).
10.2b o* Amendment dated February 15, 1994 to employment agreement dated as of
July 27, 1993 between Tribune Company and Charles T. Brumback
(Exhibit 10.2b to Annual Report on Form 10-K for 1993).
10.2c o* Termination of Employment Agreement dated December 22, 1994 between
Tribune Company and Charles T. Brumback (Exhibit 10.2c to Annual
Report on Form 10-K for 1994).
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).
24
NUMBER DESCRIPTION
------ -----------
10.4b o* First Amendment of Tribune Company Supplemental Retirement Plan,
effective January 1, 1994 (Exhibit 10.4b to Annual Report on Form
10-K for 1993).
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 July 1, 1994 (Exhibit 10.7 to Annual Report on Form 10-K
for 1994).
10.8 o* Tribune Company Bonus Deferral Plan, dated as of December 14, 1993
(Exhibit 10.8 to Annual Report on Form 10-K for 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 Incentive Plan, dated as of April 29,
1992 and as amended and in effect on April 19, 1994 (Exhibit 10.11 to
Annual Report on Form 10-K for 1994).
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 (Exhibit 10.12b to Annual Report on Form 10-K
for 1993).
10.13 o* Tribune Company Executive Financial Counseling Plan, dated October
19, 1988 and as amended effective January 1, 1994 (Exhibit 10.13 to
Annual Report on Form 10-K for 1993).
10.14 o* Tribune Company Amended and Restated Transitional Compensation Plan
for Executive Employees, effective as of January 1, 1995 (Exhibit
10.14 to Annual Report on Form 10-K for 1994).
10.15 o* Tribune Company Supplemental Defined Contribution Plan, effective as
of January 1, 1994 (Exhibit 10.15 to Annual Report on Form 10-K for
1993).
10.16 * Amended 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).
25
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).
10.19 o* Tribune Company 1995 Nonemployee Director Stock Option Plan, dated
March 8, 1995 (Exhibit 10.19 to Form 10-Q Quarterly Report for the
quarter ended September 24, 1995).
10.20 o Tribune Company Amended and Restated Employee Stock Purchase Plan,
dated October 30, 1995.
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 1995 Annual Report to Stockholders
which are specifically incorporated herein by reference.
21 Table of subsidiaries of Tribune Company.
23 Consent of Independent Accountants.
27 Financial Data Schedule.
27.1 Restated Financial Data Schedules.
99 Form 11-K financial statements for Tribune Company Savings Incentive
Plan (to be filed by amendment).
26