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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NUMBER 1-13492
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THE TIMES MIRROR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 95-4481525
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (213) 237-3700
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Series A Common Stock New York Stock Exchange and Pacific Stock Exchange
Premium Equity Participating Securities New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Series C Common Stock
(TITLE OF CLASS)
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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. [ ]
The aggregate market value of the voting stock of the Registrant held by
non-affiliates of the Registrant on March 13, 2000 was approximately $2.9
billion. (For purposes of this calculation, the market value of a share of
Series C Common Stock was assumed to be the same as a share of Series A Common
Stock, into which it is convertible.)
Number of shares of Series A Common Stock outstanding at March 13, 2000:
40,471,127, excluding 18,237,864 shares held by subsidiaries of the Registrant;
4,001,067 common shares held by TMCT, LLC, representing 80% of the common shares
held by TMCT, LLC; 12,432,973 shares held by TMCT II, LLC, representing 80% of
the shares held by TMCT II, LLC; 16,230,026 shares held by Eagle New Media
Investments, LLC and 2,589,077 shares held as treasury shares.
Number of shares of Series C Common Stock outstanding at March 13, 2000:
18,196,797.
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EXPLANATORY NOTE
This Form 10-K/A is being filed to amend the Annual Report on Form 10-K
("Form 10-K") of The Times Mirror Company to include the information required by
Part III of that form. The Form 10-K has not been amended in any other respect
except for certain minor conforming changes.
PART I
ITEM 1. BUSINESS.
GENERAL
The Times Mirror Company ("Times Mirror" or the "Company") is engaged
principally in the newspaper publishing, professional information and magazine
publishing businesses. The Company publishes the Los Angeles Times, Newsday, The
Baltimore Sun, The Hartford Courant, The Morning Call, The (Stamford) Advocate,
Greenwich Time and several smaller newspapers. The Company also provides
information to the aviation market and publishes magazines.
During 1999, Times Mirror engaged in several strategic transactions
including the acquisition by an investment affiliate of Newport Media, Inc., a
publisher of shopper publications in the New York and New Jersey areas,
ValuMail, Inc., a shared mail company that distributes preprinted advertising in
Connecticut and Massachusetts, and Airspace Safety Analysis Corporation, a
provider of airspace utilization and Federal Aviation Administration compliance
services for the telecommunications and aviation industries. In addition, during
1999, the Company acquired New Mass. Media, Inc., a publisher of five weekly
alternative newspapers in Connecticut, Massachusetts and New York, and sold
Hollywood Online, Inc. and Apartment Search, Inc.
In September 1999, Times Mirror, its affiliates and its largest
stockholders, the Chandler Trusts, completed a transaction that, for financial
reporting purposes, reduced Times Mirror's outstanding common stock by 12.4
million shares and reduced Times Mirror's then outstanding Series C Preferred
Stock by 501,000 shares. In September 1999, Times Mirror also decided to sell
AchieveGlobal, Inc., its professional training company, Allen Communication, a
division of AchieveGlobal that develops and markets interactive software and
training courseware, The StayWell Company, a health improvement company, and The
Sporting News, a national sports weekly. In February 2000, Gilat Communications
Ltd. acquired Allen Communication, Vulcan Ventures Inc. agreed to acquire The
Sporting News and MediMedia USA, Inc., a subsidiary of Havas MediMedia S.A.,
agreed to acquire The StayWell Company.
In the fourth quarter of 1999, Times Mirror formed a new Internet unit,
Times Mirror interactive, focused on growing the Company's existing online
franchises and developing new businesses that leverage existing capabilities.
The Company continued to have an active share purchase program with a total of
3.2 million shares of Series A Common Stock acquired by the Company or its
affiliates during 1999, not including shares effectively retired in the
transaction with the Chandler Trusts. This more than offset the 2.0 million
shares of Series A Common Stock issued as a result of the exercise of stock
options.
On March 13, 2000, Times Mirror and Tribune Company (Tribune) signed a
definitive agreement for the merger of the two companies in a cash and stock
transaction valued at approximately $8 billion based on the closing price of
Tribune common stock on March 10, 2000. Under the terms of this agreement,
Tribune will make a cash tender offer for up to 28 million shares of the
Company's common stock, which represents approximately 48% of the shares of
common stock outstanding as of March 13, 2000, at a price of $95 per share.
Following completion of the tender offer, Times Mirror and Tribune will merge in
a transaction in which each share of Times Mirror common stock is converted into
2.5 shares of Tribune common stock. In addition, if fewer than 28 million Times
Mirror common shares are purchased in the tender offer, Times Mirror
shareholders will be permitted to elect cash, at a price of $95 per share, in
the merger, up to the balance of the 28 million shares. The merger is subject to
the approval of the shareholders of both companies and other customary
conditions, including regulatory approvals. Times Mirror expects the tender
offer to be completed in mid-April and the merger to be completed in the second
or third quarter of 2000.
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NEWSPAPER PUBLISHING SEGMENT
Times Mirror publishes the Los Angeles Times, Newsday, The Baltimore Sun,
The Hartford Courant, The Morning Call, The (Stamford) Advocate, Greenwich Time
and several other daily and weekly newspapers. Local management operates each
daily newspaper substantially independently in order to most effectively meet
the needs of the area each newspaper serves. Editorial policies are also
established by local management. The Company continues to move toward
centralizing the back-office operations of its eastern newspapers and certain of
its other business units. Each daily newspaper is a member of Associated Press.
The Los Angeles Times and Newsday also subscribe to other supplementary news
services. Production of Times Mirror's newspapers is performed on presses owned
by Times Mirror.
LOS ANGELES TIMES
The Los Angeles Times has been published continuously since 1881 and, in
1999, won a Pulitzer Prize for beat reporting. It is published every morning
and, for the six-month period ended September 30, 1999, as reported by the
Company to the Audit Bureau of Circulations, ranked as the largest metropolitan
newspaper in the United States in circulation. In 1999, its annual average
unaudited circulation was 1,106,749 for Monday through Friday, 1,000,140 for
Saturday and 1,381,422 for Sunday, compared with 1,097,079, 1,017,398 and
1,385,145, respectively, in 1998. Approximately 71%, 76% and 77% of the Monday
through Friday, Saturday and Sunday circulation, respectively, was
home-delivered in 1999, compared with 75%, 79% and 78% of the circulation,
respectively, in 1998.
In 1999, the Los Angeles Times recorded full-run billed advertising volume
of 3,387,845 standard advertising unit inches (hereinafter "inches"), part-run
volume of 6,333,733 inches, and preprinted inserts of 1,156.0 million pieces,
compared with 3,212,104 inches, 5,362,693 inches and 1,169.3 million pieces,
respectively, in 1998. In addition, the Los Angeles Times derived revenue from
advertising supplements distributed to non-subscribers equivalent to 1,469.2
million pieces in 1999, compared with 1,138.5 million pieces in 1998.
In addition to the daily edition covering the Los Angeles metropolitan
area, the Los Angeles Times publishes daily Orange County, San Fernando Valley
and Ventura County editions. The Los Angeles Times also publishes a daily
national edition that is distributed primarily in Northern California, New York
and Washington, D.C. In an effort to provide targeted local news coverage, the
Los Angeles Times inserts daily and semi-weekly community newspapers published
by Times Community Newspapers. In 1999, the Los Angeles Times also inserted 12
daily and weekly community news sections under the banner Our Times. In 1999,
the Los Angeles Times also established joint distribution agreements with La
Opinion, the largest Spanish-language daily newspaper in Southern California, in
which the Company owns a 50% equity interest, and other local native-language
newspapers. Through E Z Buy & E Z Sell Recycler Corporation, Times Mirror
publishes a collection of 19 alternative classified papers in Southern
California including titles such as the Recycler, AutoBuys, CycleBuys and the
Renter.
In conjunction with the Washington Post, the Los Angeles Times operates a
supplementary news service sold to newspapers in the United States and foreign
countries. The Los Angeles Times also syndicates material to other newspapers
throughout the world.
Net revenues for the Los Angeles Times, including California Community News
Corporation and E Z Buy & E Z Sell Recycler Corporation, were $1,205,665,000 in
1999, $1,137,521,000 in 1998 and $1,088,822,000 in 1997, representing 39.8%,
40.9%, and 41.2% of the Company's consolidated revenues from continuing
operations for such years.
NEWSDAY
Newsday, which is published seven days a week, circulates primarily in
Nassau and Suffolk counties on Long Island, New York and the borough of Queens
in New York City. In 1999, Newsday ranked as the sixth largest metropolitan
daily newspaper in the country for Monday through Friday circulation, and as the
eleventh largest for Sunday circulation. In 1999, Newsday's annual average
unaudited circulation was 568,697
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for Monday through Friday, 450,451 for Saturday, and 663,534 for Sunday,
compared with 567,227, 459,732 and 658,351, respectively, in 1998. Newsday also
publishes Distinction, a bi-monthly magazine designed to serve Long Island's
upscale community, which is supported by advertising revenues and paid
subscriptions. In addition, Newsday's affiliated alternate distribution company,
DSA Community Publishing, operates This Week, a free distribution shopper with
80 editions, Newport Media, a publisher of 135 pennysaver editions, and Hoy, a
Spanish-language daily newspaper for the New York metropolitan area. Newsday has
won sixteen Pulitzer Prizes.
In 1999, Newsday recorded full-run billed advertising volume of 1,739,541
inches, part-run volume of 1,650,799 inches, and preprinted inserts of 863.3
million pieces, compared with 1,644,283 inches, 1,495,782 inches, and 796.5
million pieces, respectively, in 1998. In addition, Newsday, together with DSA
Community Publishing, derived revenue from advertising supplements distributed
to non-subscribers equivalent to 1,122.3 million pieces in 1999, compared with
1,197.2 million pieces in 1998.
THE BALTIMORE SUN
The Baltimore Sun primarily serves the Baltimore-Annapolis metropolitan
area, including Anne Arundel, Baltimore, Carroll, Harford and Howard counties.
The Baltimore Sun publishes a morning newspaper seven days a week. In 1999, The
Sun had an annual average unaudited circulation of 319,256 for Monday through
Saturday, compared with 320,138 for 1998. Annual average unaudited circulation
for Sunday was 479,090 in 1999 compared with 475,644 in 1998.
In 1999, The Baltimore Sun newspapers recorded full-run billed advertising
volume of 2,001,999 inches, part-run volume of 505,163 inches, and preprinted
inserts of 667.0 million pieces, compared with 1,761,972 inches, 456,434 inches
and 671.9 million pieces, respectively, in 1998. In addition, The Baltimore Sun
newspapers derived revenues from advertising supplements delivered to
non-subscribers equivalent to 147.3 million pieces in 1999, compared with 110.9
million pieces in 1998.
The Baltimore Sun also publishes a variety of weekly newspapers throughout
Anne Arundel, Baltimore, Carroll, Harford and Howard counties.
THE HARTFORD COURANT
The Hartford Courant, a morning daily and Sunday newspaper that was first
published in 1764, is the oldest continuously published newspaper in the United
States. It is published in Hartford, Connecticut, and serves the state's
northern and central regions. The Hartford Courant publishes 12 regional
editions on a daily basis, which provide local news and advertising. In 1999,
the annual average unaudited circulation was 210,084 for Monday through
Saturday, and 298,510 for Sunday, compared with 212,606 and 302,493,
respectively, in 1998.
In 1999, The Hartford Courant recorded full-run billed advertising volume
of 1,423,862 inches, part-run volume of 591,946 inches, and preprinted inserts
of 456.4 million pieces, compared with 1,435,662 inches, 610,391 inches and
446.2 million pieces, respectively, in 1998. In addition, The Hartford Courant
derived revenues from advertising supplements distributed to non-subscribers
equivalent to 84.3 million pieces in 1999, compared with 80.5 million pieces in
1998.
In 1999, The Hartford Courant won a Pulitzer Price for breaking news
reporting. In addition, in 1999, The Hartford Courant acquired New Mass. Media,
Inc., a publisher of five weekly alternative newspapers in Connecticut,
Massachusetts and New York, and an investment affiliate of the Company acquired
ValuMail, Inc., a shared mail company that distributes advertising supplements
to households in Connecticut, Massachusetts and Rhode Island.
THE MORNING CALL
The Morning Call in Allentown, Pennsylvania, is published daily and
primarily services Lehigh and Northampton counties in eastern Pennsylvania. In
1999, annual average unaudited circulation was 125,498 for Monday through
Friday, 140,114 for Saturday, and 171,030 for Sunday, compared with 127,561,
142,182 and 175,722, respectively, in 1998.
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In 1999, The Morning Call recorded full-run billed advertising volume of
1,291,892 inches, part-run volume of 379,782 inches, and preprinted inserts of
281.9 million pieces, compared with 1,410,190 inches, 254,436 inches and 264.2
million pieces, respectively, in 1998. In addition, The Morning Call derived
revenues from advertising supplements distributed to non-subscribers equivalent
to 21.8 million pieces in 1999, compared with 19.4 million pieces in 1998.
THE (STAMFORD) ADVOCATE AND GREENWICH TIME
The (Stamford) Advocate and Greenwich Time are published every morning and
serve the southern part of Fairfield County, Connecticut. The Advocate
circulates primarily in Stamford, Connecticut and Greenwich Time circulates in
Greenwich, Connecticut. In 1999, The Advocate had an annual average unaudited
circulation of 28,002 for Monday through Saturday and 37,233 for Sunday,
compared with 28,003 and 38,604, respectively, in 1998. In 1999, Greenwich Time
had an annual average unaudited circulation of 12,416 for Monday through
Saturday and 13,866 for Sunday, compared with 12,625 and 14,071, respectively,
in 1998.
In 1999, The Advocate recorded full-run billed advertising volume of
799,047 inches, and preprinted inserts of 41.8 million pieces, compared with
801,666 inches and 43.5 million pieces, respectively, in 1998. In 1999,
Greenwich Time recorded full-run billed advertising volume of 808,609 inches and
preprinted inserts of 13.9 million pieces, compared with 801,636 inches and 14.5
million pieces, respectively, in 1998. In addition, the newspapers derived
revenues from advertising supplements distributed to non-subscribers equivalent
to 22.0 million pieces in 1999, compared with 23.0 million pieces in 1998.
ELECTRONIC PUBLISHING
Times Mirror's newspapers offer numerous Web sites. The Los Angeles Times
operates the Web site latimes.com, a leading online news and advertising
service. Newsday (newsday.com), The Hartford Courant (ctnow.com), The Baltimore
Sun (sunspot.net) and The Morning Call (mcall.com) each maintain Web sites that
provide news and other information on a daily basis. The Advocate and Greenwich
Time maintain an arts and entertainment Web site, goodtogo.com. During 1999,
Times Mirror continued to support CareerPath.com, a national employment online
service with an extensive listing of jobs on the Internet, and Classified
Ventures, a company that seeks to use the Internet to expand the founding
companies' positions as leading suppliers of classified advertising. Classified
Ventures operates business units in the apartment (apartments.com), auto
(cars.com), new home (newhomenetwork.com) and resale real estate
(homehunter.com) categories. In addition to Times Mirror, the companies
participating in Classified Ventures include Central Newspapers, Inc., Gannett
Co., Inc., Knight-Ridder, Inc., The McClatchy Company, The New York Times
Company, Tribune Company and The Washington Post Company. The Los Angeles Times,
through Recycler, also provides extensive alternative classified listings on
recycler.com.
In the fourth quarter of 1999, Times Mirror formed Times Mirror
interactive, a new business unit focused on growing and improving existing
online initiatives and building new Internet business.
COMPETITION
The Company's newspapers compete for advertising and readership with other
metropolitan, suburban and national newspapers as well as with other local and
national sales promotion media such as radio, broadcast television, cable
television, magazines, direct mail and the Internet. Competition for advertising
is based upon, among other factors, the number of, and the demographics of,
subscribers, readers or viewers, as the case may be, price, service and
advertiser results. Competition for circulation is based upon, among other
factors, the content of the medium, service and price.
In its primary circulation areas of Los Angeles, Orange, Ventura, San
Bernardino and Riverside counties, the Los Angeles Times competes for
advertising and circulation with 17 local daily newspapers, with the largest
having approximately 360,000 total average daily circulation, and three daily
regional editions of national newspapers. In addition, there are also several
hundred weekly, semiweekly and free distribution newspapers in the distribution
area. Newsday competes with three major metropolitan newspapers and several
daily regional editions of national newspapers. In addition, there are numerous
daily, weekly, semiweekly local
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newspapers and free distribution newspapers in its distribution area. The
Baltimore Sun competes with the Washington Post in Anne Arundel and Howard
counties, with The Annapolis Capital in Anne Arundel County and with The Carroll
County Times in Carroll County, as well as with daily regional editions of
national newspapers. In addition, there are other daily and weekly local
newspapers in its distribution area. The Hartford Courant competes with a number
of daily newspapers, especially in metropolitan areas on the periphery of its
trade area, as well as daily regional editions of national newspapers. In
addition, there are other weekly and local daily newspapers in its distribution
area. The Morning Call competes with a few smaller daily and weekly newspapers,
with its principal competitor being the Express Times in Easton, Pennsylvania.
Both The Advocate and Greenwich Time compete with a number of larger daily
newspapers which serve the New York City metropolitan area and outlying regions.
In their respective primary markets, the Company's newspapers generally
also compete for advertising and readership with hundreds of national magazines,
dozens of radio, broadcast and cable television stations, at least several local
magazines and numerous Internet content providers. The Company's newspapers
generally also compete for advertising with numerous direct mail distributors,
free-distribution shopping guides and outdoor billboard displays and Internet
advertising vehicles.
RAW MATERIALS
The primary raw material used by the newspapers is newsprint. Times Mirror
centrally purchases newsprint for all of its newspapers in order to achieve
advantageous terms from its vendors. Newsprint for all Times Mirror newspapers
is obtained from United States, Canadian and overseas sources unaffiliated with
Times Mirror. Times Mirror believes that it has adequate newsprint available
through its various suppliers and that it is not dependent on any one supplier.
Times Mirror's newsprint expense for 1999 decreased by 6.3% from 1998.
REVENUES AND SEASONALITY
The Company's newspaper revenues are derived primarily from advertising and
circulation. In 1999, the percentage of revenues attributable to advertising,
circulation and other items were 80.7%, 17.1% and 2.2%, respectively.
Advertising rates and revenues vary among the Company's newspapers depending on,
among other things, circulation, type of advertising, local market conditions,
time of publication and competition.
Quarterly revenues of the Company's Newspaper Publishing segment vary
slightly due to industry seasonality, with first and third quarters' results
generally being minimally lower than those of the second and fourth quarters. In
1999, the quarterly revenues expressed as a percentage of total annual revenues
for the Company's Newspaper Publishing segment were 22.8% for the first quarter,
25.2% for the second quarter, 24.1% for the third quarter and 27.9% for the
fourth quarter.
PROFESSIONAL INFORMATION SEGMENT
Times Mirror publishes aeronautical charts, flight information and related
information worldwide. In September 1999, Times Mirror decided to sell
AchieveGlobal, Allen Communication and StayWell. In February 2000, Gilat
Communications Ltd. acquired Allen Communication and MediMedia USA, Inc., a
subsidiary of Havas MediMedia S.A., agreed to acquire StayWell. The results of
AchieveGlobal, Allen Communication and StayWell are included in discontinued
operations for all periods presented.
JEPPESEN
Through Jeppesen Sanderson, Inc. and its European sister company, Jeppesen
& Co. GmbH, Times Mirror publishes aeronautical charts, flight information,
pilot training materials and other navigational and operational information
worldwide. Jeppesen DataPlan, Inc., a subsidiary of Jeppesen Sanderson, also
provides computerized flight plans, weather information and other flight
services. Jeppesen Sanderson offers a service called OnSight, a sophisticated
operations control workstation combining its flight planning, weather and flight
tracking display software. Jeppesen also delivers electronic aircraft
maintenance information to air carriers. The Jeppesen companies serve all U.S.
domestic airlines and the majority of airlines worldwide.
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During 1999, an investment affiliate of the Company acquired Airspace
Safety Analysis Corporation, a provider of airspace utilization and Federal
Aviation Administration compliance services for the telecommunications and
aviation industries.
The Jeppesen companies compete with various airline consortiums and
governmental entities, as well as numerous vendors of training, maintenance,
weather and flight planning information.
MAGAZINE PUBLISHING SEGMENT
Times Mirror publishes a number of special interest and trade magazines
through its subsidiary, Times Mirror Magazines, Inc. The approximate six-month
average paid circulation figures per issue for the magazines for 1999 were
1,550,000 for Popular Science (a consumer-oriented magazine about science and
related issues); 1,750,000 for Field & Stream (a magazine about fishing and
outdoor recreation); 1,350,000 for Outdoor Life (a magazine about hunting and
outdoor recreation that is published 10 times a year); 200,000 for Outdoor
Explorer (a magazine about accessible outdoor activities that is published 3
times a year); 950,000 for Today's Homeowner (a magazine for homeowners about
all aspects of maintaining and improving a home that is published 10 times a
year); 1,400,000 for GOLF Magazine (a magazine for golf enthusiasts); 240,000
for Senior Golfer (a magazine for mature golf enthusiasts that is published 10
times a year); 425,000 for Ski Magazine (a magazine about skiing targeted at
families that is published 8 times a year); 400,000 for Skiing (a magazine about
skiing targeted at younger skiers that is published 7 times a year); 112,300 for
TransWorld SNOWboarding (a magazine about snowboarding targeted at the 15 to 18
year old market that is published 8 times a year); 112,000 for TransWorld
SKATEboarding (a magazine about skateboarding targeted at the 15 to 18 year old
market that is published 12 times a year with 2 special editions); 40,000 for
Warp (a magazine about skateboarding, snowboarding and music targeted at the 15
to 18 year old market that is published 6 times a year); 35,000 for Snap (a
magazine about competitive racing for bike motor-cross that is published 11
times a year); 48,000 for Ride BMX (a magazine about tricks and stunts for bike
motor-cross that is published 9 times a year); 25,000 for TransWorld SURF (a
youth oriented magazine about surfing aggressively that is published 7 times a
year); 65,000 for Snowboard Life (a magazine about snowboarding targeted at the
19 to 25 year old market that is published 6 times a year); 133,000 for Yachting
(a magazine about yachting and boating); and 150,000 for Salt Water Sportsman (a
magazine about salt-water fishing). Each of these magazines is published monthly
unless otherwise noted.
In addition, Times Mirror Magazines publishes The Sporting News, a national
sports weekly that Times Mirror has agreed to sell to Vulcan Ventures Inc. The
approximate six-month average paid circulation figure per issue for The Sporting
News in 1999 was 540,000. Times Mirror Magazines also publishes Skiing Trade
News, TransWorld SNOWboarding Business, TransWorld SKATEboarding Business, BMX
Business News and Surf Business, controlled-circulation business magazines, and
other related publications. These magazines are primarily intended for
specialized markets.
In addition to print media, Times Mirror magazines offers the following Web
sites that are affiliated with its titles: GOLFOnline; TSNOnline;
fieldandstream/outdoor life online; outdoor explorer online; todayshomeowner
online; saltwatersportsman online; yachtingnet; popsci.com; skinet; snowboarding
online; skateboarding online; transworldsurf.com and freeze online.
The primary raw material used by Times Mirror Magazines is coated paper.
For 1999, the prices for the grades of papers used by the Company's magazines
decreased moderately. In 1999, Times Mirror Magazines centrally purchased coated
paper for all of its magazines to obtain more favorable terms and reduced
inventory levels due to the improved availability of coated paper. The Company
believes that it has adequate coated paper available through its various
suppliers and that it is not dependent on any one supplier.
Times Mirror Magazines competes nationally with numerous special interest
and trade magazines and related Web sites. In addition to competing with similar
national media, Times Mirror Magazines must also compete for advertising
revenues with other local and national sales promotion media such as radio,
newspapers, broadcast television, direct mail and the Internet. Competition for
advertising is based upon, among other factors, the number of, and the
demographics of, subscribers, readers or viewers, as the case may
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be, price, service and advertiser results. Competition for circulation is based
upon, among other factors, the content of the medium, service and price.
As the Company's magazines are distributed nationally, they generally
compete with hundreds of radio stations, cable and broadcast television
stations, direct mailers and numerous competitors on the Internet. The Company's
magazines also compete with other magazines that contain similar content.
Popular Science competes with approximately 18 other magazine titles, Field &
Stream with approximately 18 titles, Outdoor Life and Outdoor Explorer with
approximately 8 titles, Today's Homeowner with approximately 15 titles, GOLF
Magazine and Senior Golfer with approximately 6 titles, Ski Magazine and Skiing
with approximately 3 titles, TransWorld SNOWboarding, TransWorld SKATEboarding,
TransWorld SURF and Snowboard Life with approximately 19 titles, Snap and Ride
BMX with approximately 6 titles, Yachting with approximately 25 titles, Salt
Water Sportsman with approximately 12 titles and The Sporting News with
approximately 12 titles.
The Company's magazine operating revenues are derived primarily from
advertising and subscriptions. In 1999, the percentage of revenues attributable
to advertising, subscriptions and other items were 66.7%, 27.0% and 6.3%,
respectively. Advertising rates and revenues vary among the Company's magazines
depending on, among other things, circulation, type of advertising, time of
publication and competition.
INTELLECTUAL PROPERTY
In recognition of the fact that intellectual property (e.g., trademarks,
copyrights, licenses and the like) is an important asset, the Company has
dedicated internal resources to protect its intellectual property and develop
these rights. The Company expects that these resources will support its ongoing
efforts to grow its businesses internally, especially in the realm of electronic
and online publishing activities.
EMPLOYEES
At December 31, 1999, the Company and its consolidated affiliates had
20,229 employees, 14,726 of whom were full-time employees. Approximately 3,592
employees were represented by collective bargaining agents. The Company believes
that employee relations are good. Employees receive supplemental benefits
ranging from various forms of group insurance coverage to retirement income
programs.
ADDITIONAL INFORMATION
Prior to February 1, 1995, the Company also engaged in the ownership and
operation of cable television systems, which business was divested by the merger
of the Company's corporate predecessor ("Old Times Mirror") with and into Cox
Communications, Inc. ("Cox"), resulting in the acquisition of Old Times Mirror's
cable business by Cox (the "Cox Merger"). The Company was incorporated in the
State of Delaware in June 1994 for the purpose of owning and operating Times
Mirror's publishing and information businesses after the Cox Merger was
completed on February 1, 1995. Old Times Mirror was incorporated in 1884 in the
State of California and was reincorporated in the State of Delaware in 1986. All
references to "Times Mirror" shall include the Company and the Company's
subsidiaries, collectively, unless the context suggests otherwise.
See Selected Financial Data -- Five-Year Summary of Business Segment
Information and the Consolidated Financial Statements and notes thereto for
financial information about industry segments.
CERTAIN FACTORS AFFECTING FORWARD-LOOKING STATEMENTS
Certain plans, objectives, projections and other information regarding
future performance and outcomes discussed in this Annual Report on Form 10-K are
forward-looking statements that are subject to risks and uncertainties. There
can be no assurances that these future results will be achieved. Readers are
cautioned that the achievement of such expectations, and other aspects of the
Company's performance, could be adversely affected by a number of factors,
including: (a) an increase in paper, printing and distribution costs over the
levels anticipated; (b) increased consolidation among major retailers or other
events depressing the level of display advertising; (c) an economic downturn in
the Company's principal newspaper markets or other
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occurrences leading to decreased circulation and diminished revenues from both
display and classified advertising; (d) an increase in the use of alternate
media such as the Internet for classified and other advertising; (e) an increase
in expenses related to new initiatives and product improvement efforts in the
flight information operating unit; (f) unfavorable foreign currency
fluctuations; (g) material changes in tax liability due to unfavorable review by
taxing authorities; and (h) a general economic downturn resulting in decreased
consumer and corporate spending on discretionary items such as magazines or
newspapers. It is not possible to foresee or identify all such factors. The
Company makes no commitment to update any forward-looking statement or to
disclose any facts, events, or circumstances after the date hereof that may
affect the accuracy of any forward-looking statement.
ITEM 2. PROPERTIES.
The general character, location, terms of occupancy and approximate size of
Times Mirror's principal plants and other materially important physical
properties at December 31, 1999 are listed below.
<TABLE>
<CAPTION>
APPROXIMATE AREA IN
SQUARE FEET
-------------------------
GENERAL CHARACTER OF PROPERTY OWNED LEASED(1)(2)
----------------------------- --------- ------------
<S> <C> <C>
NEWSPAPER PUBLISHING
Printing plants, business and editorial offices,
garages and warehouse space located in:
Los Angeles, California........................ 1,714,724 2,150,761
Hartford, Connecticut.......................... 161,872 382,847
Baltimore, Maryland............................ 10,000 1,223,753
Melville, New York............................. -- 1,071,107
Other locations................................ 458,189 109,794
PROFESSIONAL INFORMATION
Business offices and warehouses in California,
Colorado, New York and other locations......... 235,208 181,980
MAGAZINE PUBLISHING
Business and editorial offices in Connecticut, New
York, Missouri and other locations............. -- 220,393
CORPORATE
Corporate offices and garages located in
California and New York........................ -- 500,880
</TABLE>
- ---------------
(1) Excludes 337,640 square feet of vacant land, 419,419 square feet of space
sublet to unrelated third parties and 19,339 square feet of vacant space
which is available for subleasing.
(2) The Company's material lease agreements expire at various dates through
2011. In August 1997, the Company completed a transaction with its largest
stockholders, the Chandler Trusts, pursuant to which, among other things,
the Company contributed eight real properties with an aggregate market value
of $225,850,000, constituting 3,030,000 square feet, to a limited liability
company formed by the Company and the Chandler Trusts. The Company is
leasing such properties from the limited liability company under a lease
with an initial term of 12 years.
ITEM 3. LEGAL PROCEEDINGS.
Times Mirror and its subsidiaries are defendants in actions for various
matters arising out of their business operations. In addition, from time to
time, Times Mirror and its subsidiaries are involved as parties in various
governmental and administrative proceedings. Times Mirror does not believe that
any such proceedings currently pending will have a material adverse effect on
its business or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of 1999.
8
<PAGE> 10
EXECUTIVE AND KEY OFFICERS OF THE REGISTRANT
The executive and key officers of the Company as of March 8, 2000 are
listed below. Executive and key officers are elected to serve until they resign
or are removed, or are otherwise disqualified to serve, or until their
successors are elected and qualified. Except as indicated below, all such
officers were employed by the Company and its predecessor company, Old Times
Mirror, for five years or more.
<TABLE>
<CAPTION>
OFFICER
NAME AGE POSITIONS AND OFFICES WITH TIMES MIRROR SINCE(1)
---- --- --------------------------------------- --------
<S> <C> <C> <C>
Mark H. Willes......... 58 Chairman of the Board, President and Chief Executive 1995(2)
Officer
Horst A. Bergmann...... 61 Executive Vice President, and Chairman, President and 1996(3)
Chief Executive Officer, Jeppesen Sanderson
Kathryn M. Downing..... 46 Executive Vice President, and Publisher, President and 1996(4)
Chief Executive Officer, Los Angeles Times
Raymond A. Jansen...... 60 Executive Vice President, Eastern Newspapers, and 1996(5)
Publisher, President and Chief Executive Officer,
Newsday
Efrem Zimbalist III.... 52 Executive Vice President and Chief Financial Officer, 1993(6)
Chairman and Chief Executive Officer, Times Mirror
Magazines and Chairman, AchieveGlobal
Roger H. Molvar........ 44 Senior Vice President and Controller 1996(7)
James R. Simpson....... 59 Senior Vice President, Human Resources 1983(8)
Michael E. Waller...... 58 Senior Vice President, and Publisher and Chief 1996(9)
Executive Officer, The Baltimore Sun
John S. Carroll........ 58 Vice President, and Editor and Senior Vice President, 1998(10)
The Baltimore Sun
Janet Clayton.......... 44 Vice President, and Editor of the Editorial Pages and 1998(11)
Vice President, Los Angeles Times
Jason E. Klein......... 39 Vice President, and President and Chief Operating 2000(12)
Officer, Times Mirror Magazines
Robert G. Magnuson..... 48 Vice President, and Senior Vice President, Regions, Los 1998(13)
Angeles Times
Anthony Marro.......... 58 Vice President, and Editor and Executive Vice 1998(14)
President, Newsday
John C. McKeon......... 43 Vice President, and Senior Vice President of 1999(15)
Advertising, Los Angeles Times
Nancy W. O'Neill....... 40 Vice President, and President and Chief Executive 1999(16)
Officer, The StayWell Company
Michael Parks.......... 56 Vice President, and Editor and Executive Vice 1998(17)
President, Los Angeles Times
Marty Petty............ 47 Vice President, and Publisher and Chief Executive 1998(18)
Officer, The Hartford Courant
William J. Rowe........ 64 Vice President, and Publisher and Chief Executive 1998(19)
Officer, The (Stamford) Advocate and Greenwich Time
Hilary A. Schneider.... 38 Vice President, and President and Chief Executive 1999(20)
Officer, Times Mirror interactive
Edward L. Blood........ 54 Vice President, Strategic Planning 1997(21)
Rajender K. Chandhok... 50 Vice President and Treasurer 1999(22)
Debra A. Gastler....... 47 Vice President, Taxes 1994(23)
Bonnie Guiton Hill..... 58 Vice President, and President and Chief Executive 1997(24)
Officer, The Times Mirror Foundation and Senior Vice
President, Community Relations, Los Angeles Times
Stephen C. Meier....... 49 Vice President, Public and Government Affairs, and 1989(25)
Corporate Secretary
William A. Niese....... 63 Vice President, General Counsel and Assistant Secretary 1990(26)
</TABLE>
9
<PAGE> 11
- ---------------
(1) The date indicated relates to the year in which such person first became an
officer of Old Times Mirror unless the context suggests otherwise.
(2) Mark H. Willes was elected as President and Chief Executive Officer of the
Company effective June 1995 and Chairman of the Board effective January
1996. From September 1997 to June 1999, he was Publisher of the Los Angeles
Times. Prior to joining the Company, Mr. Willes was an executive of General
Mills, Inc. from 1980 to 1995, serving as Vice Chairman upon his departure.
(3) Horst A. Bergmann was elected as an executive officer of the Company
effective May 1996. After joining Jeppesen Sanderson in 1963, he was named
Flight Information Services Director in 1974 and Managing Director,
Jeppesen & Co. GmbH in 1977. In 1987, he was appointed Chairman, President
and Chief Executive Officer of Jeppesen Sanderson.
(4) Kathryn M. Downing was elected as an executive officer of the Company
effective May 1996. In March 1998, she was named President and Chief
Executive Officer of the Los Angeles Times, and, in June 1999, she was
named Publisher of the Los Angeles Times. She was named President and Chief
Executive Officer of Matthew Bender in 1995. Prior to that time, Ms.
Downing was President and Chief Executive Officer of Lawyers Cooperative
Publishing, a division of Thomson Legal Publishing, beginning in 1993.
(5) Raymond A. Jansen was elected as an officer of the Company effective May
1996 and as an executive officer effective May 1999. He was named Executive
Vice President, Eastern Newspapers, in 1999, and he was named Publisher,
President and Chief Executive Officer of Newsday in November 1994. Prior to
that time, he was Publisher and Chief Executive Officer of The Hartford
Courant since 1990.
(6) Efrem Zimbalist III was elected as an officer of Old Times Mirror effective
March 1993 and as an executive officer effective May 1999. He became Chief
Financial Officer of the Company in January 2000. From 1995 to 1999, he was
President and Chief Executive Officer of Times Mirror Magazines. Mr.
Zimbalist was Chairman and Chief Executive Officer of Correia Art Glass,
Inc. from 1978 until he joined Old Times Mirror in July 1992.
(7) Roger H. Molvar was elected as an executive officer of the Company
effective May 1996. Prior to that time, he served as Senior Vice President
and Comptroller of First Interstate Bank of California since 1989.
(8) James R. Simpson was elected as an executive officer of the Company
effective January 1995 and had served as an executive officer of Old Times
Mirror prior to that time.
(9) Michael E. Waller was elected as an officer of the Company effective May
1996. Mr. Waller was named Publisher and Chief Executive Officer of The
Baltimore Sun in May 1996. He previously served as Editor and Vice
President of The Hartford Courant since 1990, joining the newspaper in 1986
as Executive Editor and Vice President.
(10) John S. Carroll was elected as an officer of the Company effective July
1998. He has been Editor and Senior Vice President of The Baltimore Sun
since 1991.
(11) Janet Clayton was elected as an officer of the Company effective July 1998.
She has been Editor of the Editorial Pages of the Los Angeles Times since
1995 and a Vice President of the Los Angeles Times since 1997. From 1990 to
1995, she was Assistant Editor, Editorial Pages, of the Los Angeles Times.
(12) Jason E. Klein was elected as an officer of the Company effective February
2000. He has been President and Chief Operating Officer of Times Mirror
Magazines since December 1999. From February 1999 to December 1999, he was
Executive Vice President of Times Mirror Magazines and President of
Corporate Sales, The Outdoor Company and Today's Homeowner. From 1995 until
1999, he was Senior Vice President of Times Mirror Magazines.
(13) Robert G. Magnuson was elected as an officer of the Company effective July
1998. He has been Senior Vice President, Regional Editions, of the Los
Angeles Times since 1997. From 1990 to 1997, he was Vice President of the
Los Angeles Times and President of the Orange County Edition of the Los
Angeles Times.
10
<PAGE> 12
(14) Anthony Marro was elected as an officer of the Company effective July 1998.
He has been Editor of Newsday since 1987.
(15) John C. McKeon was elected as an officer of the Company effective February
1999. He has been Senior Vice President of Advertising of the Los Angeles
Times since November 1998. From 1994 to November 1998, he served as Senior
Vice President of Advertising and Chief Innovation Officer at Newsday. From
1992 to 1994, he was Vice President of Advertising at Newsday.
(16) Nancy W. O'Neill was elected as an officer of the Company effective
February 1999. She has been President and Chief Executive Officer of The
StayWell Company, the Company's health improvement unit, since February
1998. From 1997 until February 1998, she was Vice President and General
Manger of Mosby Consumer Health. From 1995 to 1997, she held a variety of
positions at Times Mirror Magazines. From 1990 to 1994, she served as
crisis manager at Argus Management Corporation.
(17) Michael Parks was elected as an officer of the Company in February 1998. He
was named editor of the Los Angeles Times in October 1997. Prior to that
time, he had been managing editor since 1996 after serving as deputy
foreign editor and as a correspondent for the Los Angeles Times.
(18) Marty Petty was elected as an officer of the Company in February 1998. She
was named Chief Executive Officer and Publisher, The Hartford Courant, in
September 1997. She had previously served as Senior Vice President and
General Manager of that paper since 1994. From 1992 to 1994, she was Vice
President, Sales and Marketing of The Hartford Courant.
(19) William J. Rowe was elected as an officer of the Company effective July
1998. He has been Publisher and Chief Executive Officer of The (Stamford)
Advocate and Greenwich Time since 1986.
(20) Hilary A. Schneider was elected as an officer of the Company effective
November 1999. From 1998 to 1999, she was general manager, The Baltimore
Sun. Prior to that time, she served in several senior management positions
at The Baltimore Sun directing a number of business activities, including
sales, marketing, advertising and new business development.
(21) Edward L. Blood was elected as an executive officer of the Company in July
1997. Prior to that time, he was Senior Vice President, Investor Relations
and Strategic Planning at Darden Restaurants since 1995. Prior to that
time, he had been Vice President, Strategic Planning and Analysis at
General Mills.
(22) Rajender K. Chandhok was elected as an executive officer of the Company
effective May 1999. From 1998 to May 1999, he was staff Vice President,
Investments and Risk Management. From 1997 to 1998, he was Assistant
Treasurer, Investments and Risk Management and from 1995 to 1997, he was
Assistant Treasurer, Pension and Investments.
(23) Debra A. Gastler was elected as an executive officer of Old Times Mirror
effective January 1994. Prior to that time, she had been Vice President,
Taxes of Pacific Enterprises since 1990 and Director of Taxes of Pacific
Enterprises since 1987.
(24) Bonnie Guiton Hill was elected as an officer of the Company effective
January 1997. From 1992 to 1996, she served as dean and professor of
commerce at the McIntyre School of Commerce at the University of Virginia.
(25) Stephen C. Meier was elected as an officer of the Company effective January
1995 and served as an officer of Old Times Mirror prior to that time.
(26) William A. Niese was elected as an executive officer of the Company in July
1997. Prior to August 1998, he had been Senior Vice President and General
Counsel of the Los Angeles Times since 1990.
11
<PAGE> 13
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Series A Common Stock is traded principally on the New York
Stock Exchange ("NYSE") and is also listed on the Pacific Stock Exchange. Times
Mirror Series C Common Stock is not traded in an established public trading
market but is convertible into Times Mirror Series A Common Stock. At March 8,
2000, there were approximately 3,000 record holders of the Company's Series A
Common Stock and approximately 1,100 record holders of Series C Common Stock.
The price ranges for the Company's Series A Common Stock and the quarterly cash
dividends declared and paid on all Company Common Stock in 1999 and 1998 are
listed below.
<TABLE>
<CAPTION>
STOCK PRICE CASH DIVIDEND
------------- ----------------
HIGH LOW DECLARED PAID
---- --- -------- ----
<S> <C> <C> <C> <C>
1999
First Quarter......................... $59 15/16 $53 5/16 $.20 $.20
Second Quarter........................ 63 5/16 53 3/8 .20 .20
Third Quarter......................... 66 13/16 57 1/4 .20 .20
Fourth Quarter........................ 72 5/8 62 15/16 .20 .20
1998
First Quarter......................... $64 9/16 $56 15/16 $.18 $.18
Second Quarter........................ 65 13/16 58 1/16 .18 .18
Third Quarter......................... 63 11/16 52 5/16 .18 .18
Fourth Quarter........................ 61 7/16 48 15/16 .18 .18
</TABLE>
The payment of future dividends on common stock will depend on future
earnings, capital requirements, financial condition and other factors.
12
<PAGE> 14
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data has been derived from the
consolidated financial statements that have been audited by Ernst & Young LLP,
independent auditors. The information set forth below is not necessarily
indicative of results of future operations, and should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and related notes thereto
included elsewhere in this Annual Report on Form 10-K.
SELECTED CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE,
FINANCIAL RATIOS AND OTHER) 1999 1998 1997 1996 1995
-------------------------------- ----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
OPERATING RESULTS
Revenues................................... $ 3,029,249 $ 2,783,988 $ 2,645,135 $ 2,551,002 $ 2,528,673
Restructuring and one-time charges......... -- 155,681 -- -- 412,778
Operating profit (loss).................... 470,506 247,798 391,278 310,685 (268,208)
Net interest income (expense).............. (56,914) (28,595) (33,277) (13,939) 6,473
Income (loss) from continuing operations
before income taxes...................... 439,291 245,004 396,499 300,254 (253,421)
Income (loss) from continuing operations... 259,062 134,059 234,655 182,258 (209,367)
Net income(1).............................. 259,086 1,417,338 250,312 206,444 1,226,751
PER COMMON SHARE
Basic earnings (loss) from continuing
operations............................... $ 3.53 $ 1.32 $ 2.18 $ 1.36 $ (2.61)
Basic earnings............................. 3.53 16.46 2.35 1.59 10.02
Diluted earnings (loss) from continuing
operations(2)............................ 3.38 1.29 2.12 1.32 (2.61)
Diluted earnings........................... 3.38 16.06 2.29 1.54 10.02
Dividends declared(3)...................... .80 .72 .55 .30 .24
Dividends paid............................. .80 .72 .55 .36 .45
FINANCIAL DATA
Current assets(4)(5)(6).................... $ 713,558 $ 1,543,486 $ 474,833 $ 544,335 $ 745,314
Property, plant and equipment, net......... 966,095 903,483 920,995 1,080,642 1,085,341
Total assets(5)(6)......................... 3,897,371 4,157,929 3,171,828 3,179,395 3,444,641
Long-term debt(6).......................... 1,562,240 941,423 925,404 459,007 247,062
Shareholders' equity(6).................... 399,729 1,342,453 875,999 1,498,810 1,806,236
Capital expenditures(7).................... 173,484 131,548 113,081 87,326 90,819
Operating profit margin(8)................. 15.5% 15.2% 15.5% 12.2% 7.5%
Total debt as a % of adjusted
capitalization(6)........................ 82.0% 48.3% 54.9% 23.5% 12.1%
Shareholders' equity per common share(9)... $ 4.98 $ 13.45 $ 5.90 $ 9.54 $ 11.64
OTHER
Adjusted price range of common stock(10)... $ 72 5/8 to $65 13/16 to $ 61 3/4 to $ 56 to $ 35 1/4 to
53 5/16 48 15/16 46 1/8 30 5/8 17 1/4
Number of employees at end of year......... 20,229 20,619 21,567 20,803 21,877
Weighted average shares:
Basic.................................... 68,252,398 84,813,581 92,571,618 102,113,298 113,797,192
Diluted.................................. 73,090,497 86,927,815 97,013,301 105,372,495 113,797,192
Common shares outstanding at end
of year(11).............................. 59,738,144 73,381,279 87,903,444 96,729,785 105,698,043
</TABLE>
13
<PAGE> 15
- ---------------
This summary should be read in conjunction with the consolidated financial
statements and notes thereto.
(1) Includes the following after-tax gains (charges) related to discontinued
operations (in thousands):
<TABLE>
<CAPTION>
1998 1997 1996 1995
---------- ------- -------- ----------
<S> <C> <C> <C> <C>
Restructuring, one-time and other charges......... $ (47,206) $(7,842) $(30,305) $ (210,381)
Net gain on disposal.............................. 1,316,686 -- 32,047 1,634,294
---------- ------- -------- ----------
$1,269,480 $(7,842) $ 1,742 $1,423,913
========== ======= ======== ==========
</TABLE>
(2) Includes the $.38 per share impact of the cash paid in excess of
liquidation value on Series B preferred stock repurchases in 1995.
(3) During 1996, the Company began declaring and paying common stock dividends
in the same quarter; previously, dividends were declared in the quarter
prior to payment. As a result, in the third quarter of 1996, no dividends
were declared in order to change to the new procedure.
(4) Excludes net assets of discontinued operations.
(5) Includes proceeds from reorganization in 1998 as described in Notes 4 and 5
to the consolidated financial statements.
(6) Includes reduction of $635 million in cash and cash equivalents, $600
million of debt issuance and an increase of $1 billion of treasury stock in
connection with the 1999 recapitalization as described in Note 2 to the
consolidated financial statements.
(7) Excludes capital expenditures related to discontinued operations.
(8) Excludes restructuring, one-time and other charges as follows (in
thousands): 1998 -- $174,370; 1997 -- $18,000; 1995 -- $458,607.
(9) Based on the common shares outstanding as described in (11) below.
(10) On February 1, 1995, Times Mirror common shareholders received
distributions having a value of $10.45 per Times Mirror common share. The
trading prices prior to February 1, 1995 have been adjusted to reflect
these distributions.
(11) Excludes treasury shares of 52,387,120, 38,707,883 and 24,151,014 at
December 31, 1999, 1998 and 1997, respectively.
14
<PAGE> 16
FIVE-YEAR SUMMARY OF BUSINESS SEGMENT INFORMATION
<TABLE>
<CAPTION>
(IN THOUSANDS) 1999 1998 1997 1996 1995
-------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
REVENUES
Newspaper Publishing....... $2,514,325 $2,308,178 $2,179,244 $2,074,692 $2,057,596
Professional Information... 235,356 211,929 195,339 185,207 170,849
Magazine Publishing........ 278,930 262,683 248,712 234,192 242,864
Corporate and Other........ 638 1,198 21,845 56,938 57,928
Intersegment Revenues...... -- -- (5) (27) (564)
---------- ---------- ---------- ---------- ----------
$3,029,249 $2,783,988 $2,645,135 $2,551,002 $2,528,673
========== ========== ========== ========== ==========
OPERATING PROFIT (LOSS)(1)
Newspaper Publishing....... $ 457,067 $ 297,433 $ 402,207 $ 307,512 $ (109,483)
Professional Information... 64,789 43,858 55,659 55,517 55,742
Magazine Publishing........ 19,184 (14,232) 18,309 8,753 (73,904)
Corporate and Other........ (70,534) (79,261) (84,897) (61,097) (140,563)
---------- ---------- ---------- ---------- ----------
$ 470,506 $ 247,798 $ 391,278 $ 310,685 $ (268,208)
========== ========== ========== ========== ==========
IDENTIFIABLE ASSETS
Newspaper Publishing....... $2,290,708 $1,999,880 $1,792,286 $1,836,158 $1,840,058
Professional Information... 125,670 96,765 87,354 85,866 77,524
Magazine Publishing........ 287,268 271,457 263,521 244,254 255,358
Corporate and Other........ 1,020,635 1,600,199 355,996 444,845 606,428
Discontinued Operations.... 173,090 189,628 672,671 568,272 665,273
---------- ---------- ---------- ---------- ----------
$3,897,371 $4,157,929 $3,171,828 $3,179,395 $3,444,641
========== ========== ========== ========== ==========
DEPRECIATION AND AMORTIZATION
Newspaper Publishing....... $ 125,019 $ 116,116 $ 106,919 $ 104,743 $ 110,299
Professional Information... 7,454 6,852 6,648 6,675 5,307
Magazine Publishing........ 8,667 7,740 7,040 6,050 8,112
Corporate and Other........ 3,815 4,467 3,457 2,990 2,824
---------- ---------- ---------- ---------- ----------
$ 144,955 $ 135,175 $ 124,064 $ 120,458 $ 126,542
========== ========== ========== ========== ==========
CAPITAL EXPENDITURES
Newspaper Publishing....... $ 151,807 $ 107,479 $ 78,760 $ 63,698 $ 63,014
Professional Information... 12,437 15,825 9,535 7,790 10,568
Magazine Publishing........ 3,768 1,651 2,243 10,849 1,060
Corporate and Other........ 5,472 6,593 22,543 4,989 16,177
---------- ---------- ---------- ---------- ----------
$ 173,484 $ 131,548 $ 113,081 $ 87,326 $ 90,819
========== ========== ========== ========== ==========
</TABLE>
- ---------------
(1) Includes restructuring, one-time and other charges as follows (in
thousands):
<TABLE>
<CAPTION>
1998 1997 1995
---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Newspaper Publishing................. $ 116,388 $ 18,000 $ 316,216
Professional Information............. 11,889 -- 1,913
Magazine Publishing.................. 29,072 -- 71,672
Corporate and Other.................. 17,021 -- 68,806
---------- ---------- ----------
$ 174,370 $ 18,000 $ 458,607
========== ========== ==========
</TABLE>
The pretax charges in 1998 are comprised of restructuring and one-time
charges of $155,681 and other charges that did not qualify for accounting
classification as restructuring charges of $18,689.
The pretax charges in 1995 are comprised of restructuring and one-time
charges of $412,778 and other charges that did not qualify for accounting
classification as restructuring charges of $45,829.
15
<PAGE> 17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
The Company's 1999 earnings per share from continuing operations increased
24.7% to $3.23 per share on a diluted basis from $2.59 per share in the prior
year, excluding a 1999 gain on the sale of Hollywood Online and 1998
restructuring, one-time and other charges. Including the gain on the sale and
the restructuring, one-time and other charges, earnings per share for 1999 and
1998 were $3.38 and $1.29 per share, respectively. Earnings per share for 1999
increased primarily as a result of the effective retirement of shares previously
held by the public and the Company's largest shareholders, the Chandler Trusts.
In addition, the Company's business segments each achieved double-digit gains in
operating profit for 1999 compared to the prior year, excluding the 1998
restructuring, one-time and other charges. Revenues rose 8.8% in 1999 compared
to 1998, including the effects of acquisitions, with revenue growth at each of
the Company's business segments.
On March 13, 2000, Times Mirror and Tribune Company (Tribune) signed a
definitive agreement for the merger of the two companies in a cash and stock
transaction valued at approximately $8 billion based on the closing price of
Tribune common stock on March 10, 2000. Under the terms of this agreement,
Tribune will make a cash tender offer for up to 28 million shares of the
Company's common stock, which represents approximately 48% of the shares of
common stock outstanding as of March 13, 2000, at a price of $95 per share.
Following completion of the tender offer, Times Mirror and Tribune will merge in
a transaction in which each share of Times Mirror common stock is converted into
2.5 shares of Tribune common stock. In addition, if fewer than 28 million Times
Mirror common shares are purchased in the tender offer, Times Mirror
shareholders will be permitted to elect cash, at a price of $95 per share, in
the merger, up to the balance of the 28 million shares. The merger is subject to
the approval of the shareholders of both companies and other customary
conditions, including regulatory approvals. Times Mirror expects the tender
offer to be completed in mid-April and the merger to be completed in the second
or third quarter of 2000.
DISPOSITIONS
In September 1999, Times Mirror announced its decision to sell
AchieveGlobal, Inc., a professional training company, Allen Communication, an
interactive software and training courseware developer, The StayWell Company, a
health improvement information company, and The Sporting News, a sports
magazine. The accompanying financial statements reflect AchieveGlobal, Allen
Communication and StayWell as discontinued operations for all periods presented.
The proposed sale of The Sporting News does not qualify for discontinued
operations treatment and continues to be reported in the Magazine Publishing
segment. While the Company previously expected to complete the sale of
AchieveGlobal in the first quarter of 2000, the Company now believes that
greater sales value can be realized by allowing AchieveGlobal to fully implement
certain of its strategic initiatives. Currently, the Company anticipates selling
AchieveGlobal by the end of 2000. In February 2000, the Company sold Allen
Communication to Gilat Communications Ltd. The Company also entered into
agreements in February 2000 to sell StayWell to a subsidiary of Havas MediMedia,
S.A., and to sell The Sporting News to Vulcan Ventures Inc. These dispositions
are expected to be completed in March 2000.
1999 RECAPITALIZATION
In September 1999, the Company completed a recapitalization transaction
with its largest shareholders, the Chandler Trusts, in which the Company,
including certain of its affiliates, and the Chandler Trusts each contributed
assets worth $1.24 billion to TMCT II, LLC, a newly formed limited liability
company. The 1999 recapitalization resulted in a net effective reduction, for
financial reporting purposes, in the number of shares of the Series A and C
common stocks by 12.4 million shares and in the Company's Series C-1 and C-2
preferred stocks by 501,000 shares. Also, in connection with this
recapitalization, the Company replaced the Series C-1 and C-2 preferred stocks
with new Series D-1 and D-2 preferred stocks effective January 1, 2000. The
Series D-1 and D-2 preferred stocks are identical to the Series C-1 and C-2
preferred stocks except that the increases in the dividend rate on the Series
D-1 and D-2 preferred stocks are pursuant to a fixed and
16
<PAGE> 18
certain schedule. As a result of the effective reduction of preferred stocks and
the replacement of the preferred stocks, preferred stock dividends will be
reduced to $8.1 million annually beginning in 2000. In connection with the
recapitalization, the Company issued $200.0 million of 6.65% two-year notes due
October 15, 2001 and $400.0 million of 7.45% ten-year notes due October 15, 2009
(see Note 2 to the consolidated financial statements for further information on
the 1999 recapitalization).
CONSOLIDATED RESULTS OF OPERATIONS
The following table summarizes the Company's financial results (in
millions, except share and per share amounts):
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Revenues............................................. $3,029.2 $2,784.0 $2,645.1
Restructuring and one-time charges................... -- 155.7 --
Operating profit..................................... 470.5 247.8 391.3
Interest expense, net................................ (56.9) (28.6) (33.3)
Other, net........................................... 25.7 25.8 38.5
Income from continuing operations.................... 259.1 134.1 234.7
Discontinued operations:
Income (loss) from operations, net of taxes........ -- (33.4) 15.7
Net gain on disposal, net of taxes................. -- 1,316.7 --
Net income........................................... 259.1 1,417.3 250.3
Preferred stock dividends............................ 18.1 21.7 32.5
Earnings applicable to common shareholders........... 241.0 1,395.6 217.8
Basic earnings per share:
Continuing operations.............................. $ 3.53 $ 1.32 $ 2.18
Discontinued operations............................ -- 15.14 .17
-------- -------- --------
Basic earnings per share............................. $ 3.53 $ 16.46 $ 2.35
======== ======== ========
Diluted earnings per share:
Continuing operations.............................. $ 3.38 $ 1.29 $ 2.12
Discontinued operations............................ -- 14.77 .17
-------- -------- --------
Diluted earnings per share........................... $ 3.38 $ 16.06 $ 2.29
======== ======== ========
Weighted average shares (in thousands):
Basic.............................................. 68,252 84,814 92,572
======== ======== ========
Diluted............................................ 73,090 86,928 97,013
======== ======== ========
</TABLE>
1999 RESULTS
Revenues for 1999 rose 8.8% compared to 1998 due to higher revenues at all
of the Company's business segments, including the effects of acquisitions (see
further discussion of segment results under the caption "Analysis by Segment").
Operating profit for 1999 increased 11.4% compared to the prior year,
excluding 1998 restructuring, one-time and other charges, due to improvements at
each of the Company's business segments (see further discussion of segment
results under the caption "Analysis by Segment"). Pretax restructuring, one-time
and other charges in 1998 were $174.4 million, or $112.4 million after
applicable taxes. Operating profit for 1999 was impacted by lower pension
income, primarily in the Newspaper Publishing segment, due to a $16.8 million
reduction in the amortization of the unrecognized pension asset that existed
upon the 1986 adoption of the Statement of Financial Accounting Standards No.
87, "Employers' Accounting for Pensions."
Income from continuing operations for 1999 was $248.4 million, or $3.23 per
share, compared to $246.5 million, or $2.59 per share, in the prior year,
excluding a 1999 pretax gain on the sale of Hollywood
17
<PAGE> 19
Online, Inc. of $17.2 million ($10.7 million after applicable taxes), or $.15
per share, and the 1998 restructuring, one-time and other charges.
Net interest expense for 1999 increased compared to the prior year due
primarily to higher debt levels resulting from the 1999 recapitalization (see
Note 2).
Earnings per share from continuing operations increased in 1999 compared to
1998 due to a reduction in the weighted average number of shares as well as
lower preferred stock dividends resulting from the 1999 recapitalization, and an
increase in operating profit, which was partially offset by the impact of higher
net interest expense.
1998 RESULTS
Revenues in 1998 increased 5.2% over the prior year due to higher revenues
at each of the Company's business segments (see further discussion of segment
results under the caption "Analysis by Segment"). The rate of growth slowed in
the second half, reflecting some weakening in certain markets and advertising
categories.
Operating profit totaled $422.2 million in 1998 compared to $409.3 million
in 1997, excluding restructuring, one-time and other charges in both years. The
increase in 1998 operating profit was due primarily to reduced expense levels in
Corporate and Other, which was partially offset by decreases in operating profit
in the Newspaper and Magazine Publishing segments (see further discussion of
segment results under the caption "Analysis by Segment"). Including
restructuring, one-time and other charges, operating profit decreased to $247.8
million in 1998.
Net interest expense declined in 1998 due to an increase in interest income
resulting from investment activity of the affiliated limited liability companies
created as a result of the divestitures of the Company's legal and medical
publishing operations. Higher interest income more than offset a rise in
interest expense due primarily to increased debt levels attributable to common
stock purchases, a recapitalization in 1997 (see Note 3) and acquisitions.
Earnings per share for 1998 benefited principally from the gains on
divestitures, as well as a reduction in the average number of common shares and
lower preferred stock dividends. Preferred stock dividends in 1998 declined due
to the 1997 recapitalization and the Company's redemption of its Series B
preferred stock.
ANALYSIS BY SEGMENT
The following sections discuss the segment results of the Company's
principal lines of business, excluding restructuring, one-time and other charges
of $174.4 million and $18.0 million for 1998 and 1997, respectively, unless
specifically stated otherwise.
NEWSPAPER PUBLISHING
Newspaper Publishing revenues and operating profit were as follows (dollars
in millions):
<TABLE>
<CAPTION>
1999 CHANGE 1998 CHANGE 1997
-------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C>
Revenues:
Advertising..................... $2,029.0 11.4% $1,821.8 7.7% $1,691.6
Circulation..................... 430.3 (1.3) 435.9 -- 435.8
Other........................... 55.0 9.0 50.5 (2.7) 51.8
-------- -------- --------
$2,514.3 8.9% $2,308.2 5.9% $2,179.2
======== ======== ========
Operating profit.................. $ 457.1 53.7% $ 297.4 (26.0)% $ 402.2
======== ======== ========
Operating profit excluding
restructuring, one-time and
other charges................... $ 457.1 10.5% $ 413.8 (1.5)% $ 420.2
======== ======== ========
</TABLE>
18
<PAGE> 20
1999 Results
Newspaper Publishing revenues rose in 1999 compared to the prior year,
including the addition of Newport Media, Inc., which was acquired in February
1999, and Recycler, acquired in April 1998. Excluding the impact of these
acquisitions, 1999 revenues rose 5.7%, with the Los Angeles Times up 4.7% and
the Eastern newspapers up 6.6% compared to 1998. Advertising revenue gains were
achieved at each of the Company's newspapers in 1999 due primarily to strong
gains in national advertising. Excluding the impact of acquisitions, advertising
revenues for 1999 rose 7.4%, with The Times up 6.6% and the Eastern newspapers
up 8.3% compared to 1998.
Circulation revenues declined slightly as marketing strategies, largely at
The Times, involving pricing and promotional discounts to stimulate circulation
volume resulted in lower overall circulation revenues. Excluding the impact of
acquisitions, 1999 circulation revenues for the Newspaper Publishing segment
declined 1.9% compared to 1998.
Segment operating profit for 1999 increased largely due to strong gains in
national advertising and declines in newsprint expense. The 1999 improvement in
operating profit was aided by a reduction in newsprint expense of 6.3% on a 7.2%
decline in average newsprint prices. Newsprint expense was only partially
affected by newsprint price declines due to the Company's use of newsprint
hedging contracts (see further information under the caption "Liquidity and
Capital Resources -- Market Risk"). Excluding newsprint and the impact of
acquisitions, other expenses rose 7.6% in 1999 compared to 1998, due primarily
to continuing circulation growth initiatives.
1998 Results
In 1998, the Eastern Newspapers, including Newsday and The Baltimore Sun,
achieved outstanding performance, but the Newspaper Publishing segment's
operating profit overall was reduced by sluggish advertising revenues and higher
expense levels at The Times related largely to ongoing growth initiatives.
Accordingly, the Newspaper Publishing's operating profit margin decreased to
17.9% in 1998 from 19.3% in 1997.
Newspaper Publishing revenues rose in 1998 due primarily to classified
advertising revenue growth at the Eastern Newspapers as well as incremental
revenues from acquisitions. Excluding the acquisitions of Recycler, Patuxent
Publishing Company acquired in September 1997 and This Week acquired in October
1997, advertising revenues rose 4.4%. Circulation revenues for 1998 were
essentially even compared to 1997 as marketing strategies involving pricing and
promotional discounts resulted in circulation volume gains but reduced
circulation revenues.
For 1998, newsprint expense rose 15.1%, as average newsprint prices
increased 8.1%. In addition, daily circulation gains at the Company's largest
newspapers and acquisitions contributed to an increase in newsprint consumption
of 6.5%. Non-newsprint expense rose 2.4% for 1998, excluding the impact of
acquisitions as well as restructuring, one-time and other charges.
In 1998, the Newspaper Publishing segment recorded $102.5 million of
restructuring and one-time charges as well as $13.9 million of additional
charges that did not qualify for accounting classification as restructuring
charges. These charges consisted primarily of termination benefits, contract
termination costs and asset write-offs. In 1997, the Newspaper Publishing
segment's operating profit was impacted by $18.0 million of charges that were
not classified as restructuring charges. These charges primarily related to the
reorganization of the circulation department and the absorption of the corporate
human resources and information systems functions by The Times.
19
<PAGE> 21
PROFESSIONAL INFORMATION
Professional Information revenues and operating profit were as follows
(dollars in millions):
<TABLE>
<CAPTION>
1999 CHANGE 1998 CHANGE 1997
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Revenues............................... $235.4 11.1% $211.9 8.5% $195.3
====== ====== ======
Operating profit....................... $ 64.8 47.7% $ 43.9 (21.2)% $ 55.7
====== ====== ======
Operating profit excluding
restructuring, one-time and other
charges.............................. $ 64.8 16.2% $ 55.7 .2% $ 55.7
====== ====== ======
</TABLE>
1999 Results
The operating results for the Professional Information segment consist
entirely of Jeppesen, the Company's flight information provider, after
reflecting AchieveGlobal, Allen Communication and StayWell as discontinued
operations for all periods presented. Jeppesen demonstrated outstanding
performance in 1999 as revenues and operating profit rose as a result of strong
product demand and growth in the commercial aviation market, as well as higher
flight planning revenues.
1998 Results
Revenues for 1998 increased primarily due to higher revenues for navigation
and standard airway manual services. Operating profit was consistent with the
prior year due to higher expenses related to chart revision activity and
technology initiatives.
In 1998, the Company recorded $8.2 million of restructuring and one-time
charges, which consisted primarily of termination benefits, lease termination
and other costs. The Company recorded additional charges of $3.7 million that
did not qualify for accounting classification as restructuring charges. These
charges were primarily to write-off capitalized software costs related to an
abandoned project.
MAGAZINE PUBLISHING
Magazine Publishing revenues and operating profit (loss) were as follows
(dollars in millions):
<TABLE>
<CAPTION>
1999 CHANGE 1998 CHANGE 1997
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Revenues:
Advertising......................... $185.9 8.1% $171.9 7.6% $159.7
Circulation......................... 75.3 (1.2) 76.2 1.1 75.4
Other............................... 17.7 21.8 14.6 7.3 13.6
------ ------ ------
$278.9 6.2% $262.7 5.6% $248.7
====== ====== ======
Operating profit (loss)............... $ 19.2 (100+)% $(14.2) (100+)% $ 18.3
====== ====== ======
Operating profit excluding
restructuring, one-time and other
charges............................. $ 19.2 29.3% $ 14.8 (18.9)% $ 18.3
====== ====== ======
</TABLE>
1999 Results
Magazine Publishing's 1999 operating profit increased significantly due
primarily to advertising revenue gains at most of the titles as well as lower
paper, printing and distribution costs. Excluding The Sporting News, 1999
operating profit was $25.9 million compared to $21.3 million in the prior year
and revenues in 1999 were $241.7 million compared to $227.1 million in the prior
year. Circulation revenues were consistent with the prior year. Other revenues
increased in 1999 compared to 1998 due primarily to subscription list rental
fees and television show sponsorships.
20
<PAGE> 22
1998 Results
Revenues increased in 1998 due to higher advertising revenues at most of
the magazines. The acquisitions of TransWorld SKATEboarding and Warp in April
1997, Ride BMX and SNAP in January 1998, InterZine Productions, Inc. in February
1998 and Senior Golfer in October 1998 also contributed to higher advertising
revenues. Excluding acquisitions, revenues rose 4.2%. Magazine Publishing
segment's 1998 operating profit decreased from 1997 due to investment in the
relaunch of The Sporting News, higher paper costs, as well as the acquisitions
of InterZine and Senior Golfer.
Magazine Publishing segment's 1998 restructuring and one-time charges
totaled $29.1 million, which consisted primarily of goodwill impairment related
to two titles acquired in 1977 and 1987.
CORPORATE AND OTHER
Corporate and Other revenues and operating losses were as follows (dollars
in millions):
<TABLE>
<CAPTION>
1999 CHANGE 1998 CHANGE 1997
----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C>
Revenues.................................. $ .6 (46.7)% $ 1.2 (94.5)% $21.8
===== ===== =====
Operating loss............................ $70.5 (11.0)% $79.3 (6.6)% $84.9
===== ===== =====
Operating loss excluding restructuring,
one-time and other charges.............. $70.5 13.3% $62.2 (26.7)% $84.9
===== ===== =====
</TABLE>
1999 Results
Operating loss was higher in 1999 due to implementation costs to
consolidate financial and human resource applications at a central processing
site, as well as costs related to Times Mirror interactive, the Company's
recently formed Internet unit.
1998 Results
For 1998, revenues declined due to the dispositions of Harry N. Abrams,
Incorporated and National Journal, Inc. Operating loss decreased in 1998 from
1997 due primarily to lower employee benefit costs. Additionally, information
systems costs were lower in 1998 due to substantial completion of the Company's
conversion to common financial systems in 1997.
Corporate and Other's 1998 restructuring and one-time charges totaled $15.9
million and $1.1 million for other charges that did not qualify for accounting
classification as restructuring charges. These charges consisted primarily of
termination benefits and lease termination costs.
OTHER, NET
1999 Results
The 1999 results included a net pretax gain on the sale of America Online,
Inc. (AOL) shares and the purchase of the related 4 1/4% Premium Equity
Participating Securities (PEPS), of $16.9 million, or $10.0 million after
applicable taxes. The PEPS hedge the Company's investment in AOL. Such
transactions may continue from time to time in the future. The Company also
recorded a pretax gain on the sale of Hollywood Online, Inc. of $17.2 million,
or $10.7 million after applicable taxes. In addition, the Company had other
gains on non-operating items and reduced the carrying value of certain new media
and other investments. The Company also recognized equity income of $4.1 million
in 1999 from its investment in TMCT II which could experience significant
variability in the future due to the nature of TMCT II's investments (see Note
2).
1998 Results
In the second half of 1998, the Company sold 441,900 shares of Netscape
Communications Corporation (Netscape), which was subsequently purchased by AOL,
and purchased the related PEPS, for a net pretax
21
<PAGE> 23
gain of $16.0 million, or $9.5 million after applicable taxes. Additionally, the
Company recorded gains in 1998 on the disposition of excess real estate and
other assets and recorded equity losses related to new media and other
partnership investments.
INCOME TAXES
The effective income tax rates were 41.0%, 45.3% and 40.8% in 1999, 1998
and 1997, respectively. Goodwill impairment charges for which there were no tax
benefit contributed to the higher tax rate in 1998.
RESTRUCTURING, ONE-TIME AND OTHER CHARGES
In 1998, the Company undertook a comprehensive review of its business
operations to determine areas where operational efficiencies could be achieved
through either product and/or facility consolidation, headcount reductions,
product abandonments, contract terminations or other measures. The Company began
this review in anticipation of the impact of its significant 1998 divestitures
and to better align its overall cost structure and business configurations (see
Note 7). A summary of the significant components of the 1998 restructuring
program is as follows (dollars in millions):
<TABLE>
<CAPTION>
NEWSPAPER PROFESSIONAL MAGAZINE CORPORATE
PUBLISHING INFORMATION PUBLISHING AND OTHER TOTAL
---------- ------------ ---------- --------- ------
<S> <C> <C> <C> <C> <C>
Termination benefits.......... $ 43.4 $2.0 $ .2 $10.2 $ 55.8
Contract terminations......... 51.4 -- 4.3 -- 55.7
Goodwill impairments.......... .3 -- 19.7 -- 20.0
Lease termination costs....... 2.3 2.8 1.5 3.1 9.7
Technology asset write-offs... 4.8 1.4 .1 1.5 7.8
Other costs................... .3 2.0 3.3 1.1 6.7
------ ---- ----- ----- ------
Total............... $102.5 $8.2 $29.1 $15.9 $155.7
====== ==== ===== ===== ======
</TABLE>
The following table summarizes the 1999 activity in the 1998 restructuring
liability balance as well as estimated cash flows for the following years
(dollars in millions):
<TABLE>
<CAPTION>
ESTIMATED CASH FLOWS
---------------------
DECEMBER 31, 1999 DECEMBER 31, 2001 AND
1998 CASH PAYMENTS 1999 2000 THEREAFTER
------------ ------------- ------------ ------ -----------
<S> <C> <C> <C> <C> <C>
Termination benefits...... $51.2 $(37.2) $14.0 $11.4 $2.6
Contract terminations..... 31.3 (22.7) 8.6 3.8 4.8
Lease termination costs... 6.2 (2.5) 3.7 2.6 1.1
Technology asset
write-offs.............. .6 (.5) .1 .1 --
Other costs............... .7 (.3) .4 .4 --
----- ------ ----- ----- ----
Total........... $90.0 $(63.2) $26.8 $18.3 $8.5
===== ====== ===== ===== ====
</TABLE>
As planned, annual expense reductions resulting from the 1998 restructuring
program remain in line with management's expectations. The Company believes that
cash flows from operations will be adequate to cover future cash outflows under
the restructuring program.
In addition to the 1998 charges listed above, the Company also recorded
$18.7 million for certain asset write-offs that did not meet the accounting
criteria for classification as "restructuring and one-time charges." These
charges, which principally included other operating asset write-offs, were
classified within "Selling, general and administrative expenses" in the
Consolidated Statements of Income.
In 1997, the Company recorded pretax charges of $18.0 million for
specifically identified cost reduction programs that were not classified as
restructuring charges. The Company also recorded restructuring,
22
<PAGE> 24
impairment and one-time charges in 1995. A summary of the activity with respect
to the 1995 restructuring liability is as follows (dollars in millions):
<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31,
1998 CASH PAYMENTS 1999
------------ ------------- ------------
<S> <C> <C> <C>
1995 Restructuring.......................... $22.9 $(11.0) $11.9
</TABLE>
The remaining 1995 restructuring liability relates primarily to lease
payments on unoccupied properties, which will be paid over lease periods
extending to 2010.
The Company periodically assesses the adequacy of its remaining
restructuring liabilities and makes adjustments, if required. The net change in
the restructuring liabilities as a result of these reviews has been not
significant.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating cash requirements are funded primarily by its
operations. Cash generated from operating activities was used primarily to fund
capital expenditures, investments in new media businesses, dividend payments
and, to a lesser extent, share purchases. In 1999, funds from the Company's
investment affiliates created as part of the 1998 divestitures of the Company's
legal and medical publishing businesses, as well as proceeds from new debt
issuances were used to finance the 1999 recapitalization and acquisitions. In
the second half of 1998, the Company utilized a portion of the investment
affiliates' resources for share purchases and acquisitions. During 2000, the
Company plans to use proceeds from the planned dispositions of The Sporting
News, StayWell, Allen Communication and AchieveGlobal to repay debt, fund
acquisitions and, to a lesser extent, purchase the Company's common stock to
offset the dilutive effect of stock option exercises.
CASH FLOW
The following table sets forth certain items from the Consolidated
Statements of Cash Flows (dollars in millions):
<TABLE>
<CAPTION>
1999 1998
--------- --------
<S> <C> <C>
Net cash provided by operating activities of continuing
operations................................................ $ 349.7 $ 248.4
Capital expenditures........................................ (173.5) (131.5)
Acquisitions, net of cash acquired.......................... (173.3) (200.8)
Contribution to TMCT II, LLC................................ (1,235.3) --
Proceeds from reorganization as described in Notes 4 and
5......................................................... -- 2,022.2
Purchase of Times Mirror's common stock, including exercise
of put options, net of premiums received.................. (211.9) (964.7)
Net issuance of commercial paper, short-term borrowings and
long-term debt............................................ 491.8 141.4
</TABLE>
Cash generated by operating activities of continuing operations for 1999
was higher compared to 1998 due primarily to higher earnings.
Capital expenditures for 1999 were higher compared to 1998 due primarily to
the Company's continuing investments for future growth, which included facility
renovations within the Newspaper Publishing segment and conversion to a 50-inch
web at The Times. Additionally, the Company increased capital spending related
to information technology projects, including Year 2000 requirements. Capital
expenditures are currently expected to approximate $180.0 million for 2000,
primarily for facility renovations and upgrading business systems.
Cash and marketable securities decreased to $144.3 million at December 31,
1999 from $1.10 billion at December 31, 1998 and total debt at December 31, 1999
rose to $1.82 billion from $1.25 billion at December 31, 1998 due primarily to
the 1999 recapitalization (see Note 2).
At December 31, 1999, the Company had a $400.0 million long-term revolving
line of credit through a group of domestic and international banks. This line of
credit is used to support a commercial paper program,
23
<PAGE> 25
which is available for short-term cash requirements. The Company had $241.4
million and $219.0 million of commercial paper outstanding at December 31, 1999
and March 8, 2000, respectively.
At December 31, 1999, the Company had $400.0 million remaining under shelf
registration statements that had not been utilized. There is no assurance that
the Company will be able to utilize the amounts remaining under these shelf
registration statements on terms acceptable to the Company.
ACQUISITIONS
In February 1999, Eagle New Media Investments, LLC acquired Newport Media,
Inc., a publisher of shopper publications in the Long Island and New Jersey
areas, for approximately $132.0 million. The Company made other acquisitions in
1999 for an aggregate consideration of $41.3 million.
In April 1998, the Company acquired the Los Angeles area business of E Z
Buy & E Z Sell Recycler Corporation (Recycler), consisting primarily of the
Recycler publications in the Los Angeles, Orange, Riverside, San Bernardino and
Ventura counties and a portion of Santa Barbara County for $188.7 million. The
Company also invested in preferred stock and provided a term loan to Target
Media Partners, a new entity that owns all of the non-Los Angeles area assets of
Recycler, for a total amount of $34.8 million. The Company made other
acquisitions in 1998 for an aggregate consideration of $12.1 million.
DISPOSITIONS
In May 1999, the Company completed an agreement to merge Hollywood Online,
Inc., and its Web site, hollywood.com, into Hollywood.com, Inc. (formerly Big
Entertainment, Inc.), in exchange for newly-issued restricted stock of
Hollywood.com, Inc. and a note with a then combined current value of
approximately $31.5 million. Additionally, the Company completed the sale of
Apartment Search, Inc. in March 1999. The estimated loss on sale of Apartment
Search, including a provision for operating losses through the date of disposal,
was recorded in the third quarter of 1998.
In July 1998, the Company completed the divestiture of Matthew Bender in a
tax-free reorganization and the sale of the Company's 50% ownership interest in
Shepard's to Reed Elsevier plc. The two transactions were valued at $1.65
billion in the aggregate. In October 1998, the Company completed the divestiture
of Mosby, Inc. to Harcourt General, Inc. in a transaction valued at $415.0
million. Concurrently with the closing of the Matthew Bender and Mosby, Inc.
transactions, the Company became the sole manager of Eagle New Media
Investments, LLC (Eagle New Media) and Eagle Publishing Investments, LLC (Eagle
Publishing). A substantial portion of the assets of Eagle New Media and Eagle
Publishing were utilized in connection with the 1999 recapitalization (see Note
2). The Company intends to deploy the assets of both Eagle New Media and Eagle
Publishing to finance acquisitions and investments, including purchases of the
Company's common stock, and does not intend to use those funds for the Company's
general working capital purposes.
COMMON SHARE PURCHASES
During 1999, the Company and Eagle New Media purchased 3.2 million shares
of the Company's Series A common stock which more than offset 2.0 million shares
issued as a result of the exercise of stock options (see Note 2 for further
information on the effective retirement of shares resulting from the 1999
recapitalization).
The Company believes that the purchase of shares of its common stock is an
attractive investment for Eagle New Media which will also enhance Times Mirror
shareholder value as well as offset dilution from shares of common stock issued
under the Company's stock-based employee compensation and benefit programs. The
Company and its affiliates expect to make share purchases primarily to offset
stock option exercises, during the next two years in the open market or in
private transactions, depending on market conditions, and such purchases may be
discontinued at any time. In connection with this program, the Company from time
to time sells put options on its common stock. As of December 31, 1999, the
Company and its affiliates are authorized to purchase 3.9 million shares of
Series A common stock.
24
<PAGE> 26
DIVIDENDS
Cash dividends of $.80 and $.72 per share of common stock were declared for
the years ended December 31, 1999 and 1998, respectively. In February 2000, the
Board of Directors approved an increase in the quarterly dividend on its common
stock to $.22 per share, from $.20 per share, beginning with the March 10, 2000
payment date.
MARKET RISK
The Company enters into contractual agreements in the ordinary course of
business to hedge its exposure to changes in interest rates, the value of
foreign currencies relative to the U.S. dollar and newsprint prices.
Counterparties to these agreements are major institutions. Such agreements are
not entered into for trading purposes.
The Company's debt portfolio is managed to maintain a balance of fixed and
variable rate obligations. The Company utilizes interest rate swap agreements to
help maintain the overall interest rate parameters set by management. As such, a
hypothetical 10% change in interest rates would not have a material impact on
the Company's results of operations or the fair values of its market risk
sensitive financial instruments.
The Company periodically enters into foreign exchange forward contracts or
uses other hedging strategies to substantially limit its exposure to changes in
foreign currency rates. As such, changes in currency rates would not have a
material impact on the Company's results of operations.
Newsprint expense represents a significant portion of the Company's
operating costs. To manage the Company's exposure to newsprint price
fluctuations, the Company has entered into newsprint hedging contracts not
exceeding five years. These hedging arrangements have the effect of locking in
for specified periods, the newsprint prices the Company will pay for the hedged
volumes. As a result, while these hedging arrangements are structured to reduce
the Company's exposure to increases in newsprint prices, they also limit the
benefit the Company might otherwise have received from any newsprint price
decreases. The Company's operating results typically can be adversely affected
to the extent that such historically volatile newsprint prices increase
materially.
IMPACT OF YEAR 2000
The Company instituted a comprehensive program to address potential Year
2000 impacts and as a result, critical systems and infrastructure operated
smoothly through the arrival of Year 2000 and leap year boundaries.
Additionally, the Company experienced no Year 2000 related disruptions in the
products and services provided by its significant suppliers or other third-party
business relationships. Many of the improvements made in preparation for the
Year 2000 are expected to provide the Company with long-term benefits. For
example, many of the advancements in technology for the Company's editorial,
advertising and circulation systems, e-mail, telephone switching, and network
infrastructure are each expected to have a significant, lasting impact.
YEAR 2000 COSTS
The Company incurred costs of $39.7 million to prepare for the arrival of
the Year 2000, excluding costs for employees working on the project, of which
$30.5 million was capitalized and $9.2 million was expensed. These costs include
1999 capital expenditures of $14.7 million and expenses of $5.4 million. During
1999, an average of 104 employees worked on the project with related costs
estimated at $8.4 million. These costs include both information technology and
non-information technology systems, including capital costs associated with
planned replacements previously budgeted which, incidentally, provided Year 2000
compliance. Year 2000 costs were funded through operating cash flows.
DISCONTINUED BUSINESSES
The above discussion of the Company's Year 2000 program does not include
information with respect to AchieveGlobal, Allen Communication or StayWell,
which are reflected as discontinued operations. However,
25
<PAGE> 27
the information provided above would not be materially different if information
regarding the discontinued businesses was included. The Company incurred costs
of $2.6 million to prepare these businesses for the arrival of the Year 2000,
excluding costs for employees working on the project, of which $1.6 million was
capitalized and $1.0 million was expensed. These costs include 1999 capital
expenditures and expenses of $.5 million each.
CERTAIN FACTORS AFFECTING FORWARD-LOOKING STATEMENTS
In 1998, the Company divested Matthew Bender & Company, Incorporated and
Mosby, Inc. While the Company believes that these divestitures were completed on
a tax-free basis, this position may be subject to review by the Internal Revenue
Service. The Company estimated deferred taxes of $176.6 million based on its
assessment of the risks inherent in a contested challenge by the Internal
Revenue Service. To the extent that the estimate of such deferred taxes is
adjusted in the course of resolving such a challenge, the adjustment will be
recorded within discontinued operations. If it is ultimately determined that
these transactions were not completed on a tax-free basis, the Company's results
of operations, financial position and cash flow may be materially adversely
affected.
Certain statements set forth above and elsewhere in this Annual Report on
Form 10-K are forward-looking in nature and related to trends and events that
may affect the Company's future financial position and operating results. Such
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The term "expect," "anticipate," and
"intend" and similar words or expressions are intended to identify
forward-looking statements. These statements speak only as of the date of this
report. These statements are based on current expectations, are inherently
uncertain, are subject to risks, and should be viewed with caution. For example,
there can be no assurances that the statements contained herein with respect to
expected dispositions of certain businesses, share purchases, capital
expenditures or the satisfactory resolution of contingent liabilities will be
achieved.
Actual results and experience may differ materially from the
forward-looking statements and could be adversely affected by a number of
factors, including (a) an increase in paper, printing and distribution costs
over the levels anticipated; (b) increased consolidation among major retailers
or other events depressing the level of display advertising; (c) an economic
downturn in the Company's principal newspaper markets or other occurrences
leading to decreased circulation and diminished revenues from both display and
classified advertising; (d) an increase in the use of alternate media such as
the Internet for classified and other advertising; (e) an increase in expenses
related to new initiatives and product improvement efforts in the flight
information operating unit; (f) unfavorable foreign currency fluctuations; (g)
material changes in tax liability due to unfavorable reviews by taxing
authorities as described above; and (h) a general economic downturn resulting in
decreased consumer and corporate spending on discretionary items such as
magazines or newspapers. It is not possible to foresee or identify all such
factors. The Company makes no commitment to update any forward-looking statement
or to disclose any facts, events, or circumstances after the date hereof that
may affect the accuracy of any forward-looking statement.
DISCUSSIONS EXCLUDING RESTRUCTURING, ONE-TIME AND OTHER CHARGES
Management's discussion and analysis of its results of operations presents
information regarding operating profit as well as operating profit excluding the
impact of restructuring, one-time and other charges. The Company believes that
the financial information which excludes restructuring, one-time and other
charges is necessary to an understanding of its operations and provides for a
more comparable analysis of historical results as well as indications of future
financial performance.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
This information is presented in Management's Discussion and Analysis of
Financial Condition and Results of Operations under the caption "Liquidity and
Capital Resources -- Market Risk."
26
<PAGE> 28
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Ernst & Young LLP, Independent Auditors........... 28
Consolidated Statements of Income -- Years Ended December
31, 1999, 1998 and 1997................................... 29
Consolidated Balance Sheets -- December 31, 1999 and
December 31, 1998......................................... 30
Consolidated Statements of Shareholders' Equity -- Years
Ended December 31, 1999, 1998 and 1997.................... 32
Consolidated Statements of Cash Flows -- Years Ended
December 31, 1999, 1998 and 1997.......................... 34
Notes to Consolidated Financial Statements.................. 35
Financial Statement Schedule:
Schedule II -- Valuation and Qualifying Accounts and
Reserves............................................... 65
</TABLE>
All other schedules are omitted because they are not required by the
regulations or related instructions or are not applicable.
27
<PAGE> 29
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
To the Shareholders and Board of Directors
The Times Mirror Company
We have audited the accompanying consolidated balance sheets of The Times
Mirror Company as of December 31, 1999 and 1998, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the three
years in the period ended December 31, 1999. Our audits also include the
financial statement schedule listed in the Index to Financial Statements and
Financial Statement Schedule. These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of The Times
Mirror Company at December 31, 1999 and 1998, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
ERNST & YOUNG LLP
Los Angeles, California
February 2, 2000
28
<PAGE> 30
THE TIMES MIRROR COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
--------------------------------------
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
REVENUES:
Advertising.......................................... $2,214,902 $1,993,750 $1,855,999
Circulation.......................................... 505,598 512,090 515,941
Other................................................ 308,749 278,148 273,195
---------- ---------- ----------
Total revenues............................... 3,029,249 2,783,988 2,645,135
---------- ---------- ----------
COSTS AND EXPENSES:
Cost of sales........................................ 1,615,273 1,444,523 1,395,660
Selling, general and administrative expenses......... 943,470 935,986 858,197
Restructuring and one-time charges................... -- 155,681 --
---------- ---------- ----------
Total costs and expenses..................... 2,558,743 2,536,190 2,253,857
---------- ---------- ----------
OPERATING PROFIT....................................... 470,506 247,798 391,278
Interest expense....................................... (93,368) (68,275) (35,628)
Interest income........................................ 36,454 39,680 2,351
Other, net............................................. 25,699 25,801 38,498
---------- ---------- ----------
Income from continuing operations before income
taxes................................................ 439,291 245,004 396,499
Income tax provision................................... 180,229 110,945 161,844
---------- ---------- ----------
Income from continuing operations...................... 259,062 134,059 234,655
Discontinued operations:
Income (loss) from operations, net of taxes....... 24 (33,407) 15,657
Net gain on disposal, net of taxes................ -- 1,316,686 --
---------- ---------- ----------
NET INCOME............................................. $ 259,086 $1,417,338 $ 250,312
========== ========== ==========
Preferred stock dividends.............................. $ 18,066 $ 21,697 $ 32,481
========== ========== ==========
Earnings applicable to common shareholders............. $ 241,020 $1,395,641 $ 217,831
========== ========== ==========
Basic earnings per common share:
Continuing operations............................. $ 3.53 $ 1.32 $ 2.18
Discontinued operations........................... -- 15.14 .17
---------- ---------- ----------
Basic earnings per share............................... $ 3.53 $ 16.46 $ 2.35
========== ========== ==========
Diluted earnings per common share:
Continuing operations............................. $ 3.38 $ 1.29 $ 2.12
Discontinued operations........................... -- 14.77 .17
---------- ---------- ----------
Diluted earnings per share............................. $ 3.38 $ 16.06 $ 2.29
========== ========== ==========
</TABLE>
See notes to consolidated financial statements.
29
<PAGE> 31
THE TIMES MIRROR COMPANY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31
-------------------------
1999 1998
----------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............................. $ 144,319 $1,052,999
Marketable securities.................................. -- 49,438
Accounts receivable, less allowances for doubtful
accounts and returns of $34,721 and $37,389........... 363,361 311,913
Inventories............................................ 35,082 28,438
Recoverable income taxes............................... 43,477 22,112
Deferred income taxes.................................. 33,314 32,279
Prepaid expenses....................................... 35,526 30,141
Net assets of discontinued operations.................. 173,090 189,628
Other current assets................................... 58,479 16,166
----------- ----------
Total current assets.............................. 886,648 1,733,114
Property, plant and equipment:
Land................................................... 49,937 45,065
Buildings.............................................. 454,751 433,860
Machinery and equipment................................ 1,389,855 1,321,501
Leasehold improvements................................. 37,248 27,848
Construction-in-progress............................... 42,375 41,362
----------- ----------
1,974,166 1,869,636
Less accumulated depreciation and amortization......... (1,008,071) (966,153)
----------- ----------
Property, plant and equipment, net................ 966,095 903,483
Goodwill, net of accumulated amortization of $126,875 and
$105,976............................................... 602,148 501,463
Other intangibles, net of accumulated amortization of
$74,612 and $61,657.................................... 192,593 100,373
Equity investments in TMCT I, LLC and TMCT II, LLC........ 332,846 96,416
Other investments......................................... 242,858 174,402
Prepaid pension costs..................................... 445,175 419,471
Other assets.............................................. 229,008 229,207
----------- ----------
Total assets...................................... $ 3,897,371 $4,157,929
=========== ==========
</TABLE>
See notes to consolidated financial statements.
30
<PAGE> 32
THE TIMES MIRROR COMPANY
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable....................................... $ 179,461 $ 179,415
Short-term debt........................................ 254,834 312,610
Employees' compensation................................ 110,311 93,145
Unearned income........................................ 127,760 146,323
Restructuring.......................................... 25,795 91,903
Other current liabilities.............................. 167,969 98,106
----------- -----------
Total current liabilities......................... 866,130 921,502
Long-term debt............................................ 1,562,240 941,423
Deferred income taxes..................................... 482,062 373,623
Postretirement benefits................................... 221,111 226,018
Other liabilities......................................... 338,808 330,350
----------- -----------
Total liabilities................................. 3,470,351 2,792,916
Common stock subject to put options......................... 27,291 22,560
Commitments and contingencies
Shareholders' equity:
Preferred stock, $1 par value; stated at liquidation
value, convertible to Series A common stock:
Series A: 900,000 shares authorized; 824,000 shares
issued and outstanding.............................. 411,784 411,784
Series B: 8,439,000 shares authorized; no shares
issued or outstanding............................... -- --
Series C-1: 381,000 shares authorized, issued and
outstanding......................................... 190,486 190,486
Series C-2: 245,000 shares authorized, issued and
outstanding......................................... 122,550 122,550
Preferred stock, $1 par value; 23,035,000 shares
authorized, no shares issued or outstanding............ -- --
Common stock, $1 par value:
Series A: 500,000,000 shares authorized; 93,879,000 and
86,831,000 shares issued and outstanding.............. 93,879 86,831
Series B: 100,000,000 shares authorized; no shares
issued or outstanding................................. -- --
Series C: Convertible to Series A common stock;
300,000,000 shares authorized, 18,246,000 and
25,258,000 shares issued and outstanding.............. 18,246 25,258
Additional paid-in capital................................ 1,299,931 1,278,916
Retained earnings......................................... 1,784,793 1,653,736
Accumulated other comprehensive income.................... 26,879 26,491
Less treasury stock, at cost:
Series A common stock, 52,387,000 and 38,708,000
shares; Series A preferred stock, 735,000 shares;
Series C-1 preferred stock, 305,000 and no shares; and
Series C-2 preferred stock, 196,000 and no shares..... (3,548,819) (2,453,599)
----------- -----------
Total shareholders' equity........................ 399,729 1,342,453
----------- -----------
Total liabilities and shareholders' equity........ $ 3,897,371 $ 4,157,929
=========== ===========
</TABLE>
See notes to consolidated financial statements.
31
<PAGE> 33
THE TIMES MIRROR COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE YEARS ENDED DECEMBER 31, 1999
- ---------------------------------------------------------------------------------------------------------------------------------
PREFERRED STOCK COMMON STOCK
--------------------------------------------- -------------------
SERIES A SERIES B SERIES C-1 SERIES C-2 SERIES A SERIES C
-------- -------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1996................................ $411,784 $164,595 $ -- $ -- $69,757 $26,973
Comprehensive income:
Net income.............................................. -- -- -- -- -- --
Other comprehensive income, net of income taxes:
Change in net unrealized losses on securities......... -- -- -- -- -- --
Minimum pension liability adjustment.................. -- -- -- -- -- --
Foreign currency translation adjustments.............. -- -- -- -- -- --
Comprehensive income...................................... -- -- -- -- -- --
Conversion to Series A common related to:
Series C common......................................... -- -- -- -- 11,127 (11,127)
Series B preferred...................................... -- (164,595) -- -- 4,446 --
Merger with Chandis Securities............................ -- -- 190,486 122,550 6,582 9,656
Issuance/Purchase of shares:
Stock options and restricted stock...................... -- -- -- -- 1,070 1
Acquisition............................................. -- -- -- -- 45 --
Stock purchase program.................................. -- -- -- -- (6,475) --
TMCT I, LLC contributed shares.......................... -- -- -- -- -- --
Put options:
Sale.................................................... -- -- -- -- -- --
Exercise................................................ -- -- -- -- -- --
Change in redemption value.............................. -- -- -- -- -- --
Dividends declared:
Common stock; $.55 per share............................ -- -- -- -- -- --
Preferred stock......................................... -- -- -- -- -- --
-------- -------- -------- -------- ------- -------
BALANCE AT DECEMBER 31, 1997................................ 411,784 -- 190,486 122,550 86,552 25,503
Comprehensive income:
Net income.............................................. -- -- -- -- -- --
Other comprehensive income, net of income taxes:
Change in net unrealized gains on securities.......... -- -- -- -- -- --
Minimum pension liability adjustment.................. -- -- -- -- -- --
Foreign currency translation adjustments.............. -- -- -- -- -- --
Comprehensive income...................................... -- -- -- -- -- --
Conversion of Series C common to Series A common.......... -- -- -- -- 245 (245)
Issuance/Purchase of shares:
Stock options and restricted stock...................... -- -- -- -- 34 --
Purchases of common stock............................... -- -- -- -- -- --
Put options:
Sale.................................................... -- -- -- -- -- --
Exercise................................................ -- -- -- -- -- --
Change in redemption value.............................. -- -- -- -- -- --
Dividends declared:
Common stock; $.72 per share............................ -- -- -- -- -- --
Preferred stock......................................... -- -- -- -- -- --
-------- -------- -------- -------- ------- -------
BALANCE AT DECEMBER 31, 1998................................ 411,784 -- 190,486 122,550 86,831 25,258
Comprehensive income:
Net income.............................................. -- -- -- -- -- --
Other comprehensive income, net of income taxes:
Change in net unrealized losses on securities......... -- -- -- -- -- --
Minimum pension liability adjustment.................. -- -- -- -- -- --
Foreign currency translation adjustments.............. -- -- -- -- -- --
Comprehensive income...................................... -- -- -- -- -- --
Conversion of Series C common to Series A common.......... -- -- -- -- 776 (776)
Issuance/Purchase of shares:
Stock options and restricted stock...................... -- -- -- -- 36 --
Purchases of common stock............................... -- -- -- -- -- --
TMCT II, LLC contributed shares......................... -- -- -- -- 6,236 (6,236)
Put options: --
Sale.................................................... -- -- -- -- -- --
Exercise................................................ -- -- -- -- -- --
Change in redemption value.............................. -- -- -- -- -- --
Dividends declared:
Common stock; $.80 per share............................ -- -- -- -- -- --
Preferred stock......................................... -- -- -- -- -- --
-------- -------- -------- -------- ------- -------
BALANCE AT DECEMBER 31, 1999................................ $411,784 $ -- $190,486 $122,550 $93,879 $18,246
======== ======== ======== ======== ======= =======
</TABLE>
See notes to consolidated financial statements.
32
<PAGE> 34
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
ACCUMULATED
ADDITIONAL OTHER
PAID-IN RETAINED COMPREHENSIVE TREASURY
CAPITAL EARNINGS INCOME STOCK TOTAL
---------- ---------- ------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
$ 225,934 $ 546,881 $52,886 $ -- $1,498,810
-- 250,312 -- -- 250,312
-- -- (38,170) -- (38,170)
-- -- 1,902 -- 1,902
-- -- (3,814) -- (3,814)
----------
-- -- -- -- 210,230
-- -- -- -- --
160,119 (8) -- -- (38)
807,834 -- -- (1,125,064) 12,044
45,711 (17,509) -- 32,741 62,014
2,354 -- -- -- 2,399
(16,190) (309,734) -- (132,382) (464,781)
-- -- -- (380,093) (380,093)
3,227 -- -- -- 3,227
(419) -- -- (6,527) (6,946)
24,572 -- -- -- 24,572
-- (50,885) -- -- (50,885)
-- (34,554) -- -- (34,554)
---------- ---------- ------- ----------- ----------
1,253,142 384,503 12,804 (1,611,325) 875,999
-- 1,417,338 -- -- 1,417,338
-- -- 16,106 -- 16,106
-- -- (1,169) -- (1,169)
-- -- (1,250) -- (1,250)
----------
-- -- -- -- 1,431,025
-- -- -- -- --
31,906 (65,952) -- 125,229 91,217
-- -- -- (947,203) (947,203)
2,891 -- -- -- 2,891
(63) -- -- (20,300) (20,363)
(8,960) -- -- -- (8,960)
-- (60,456) -- -- (60,456)
-- (21,697) -- -- (21,697)
---------- ---------- ------- ----------- ----------
1,278,916 1,653,736 26,491 (2,453,599) 1,342,453
-- 259,086 -- -- 259,086
-- -- (8,864) -- (8,864)
-- -- (1,692) -- (1,692)
-- -- 10,944 -- 10,944
----------
-- -- -- -- 259,474
-- -- -- -- --
22,823 (53,265) -- 120,442 90,036
-- -- -- (196,471) (196,471)
-- -- -- (1,000,817) (1,000,817)
2,923 -- -- -- 2,923
-- -- -- (18,374) (18,374)
(4,731) -- -- -- (4,731)
-- (56,698) -- -- (56,698)
-- (18,066) -- -- (18,066)
---------- ---------- ------- ----------- ----------
$1,299,931 $1,784,793 $26,879 $(3,548,819) $ 399,729
========== ========== ======= =========== ==========
</TABLE>
33
<PAGE> 35
THE TIMES MIRROR COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-------------------------------------
1999 1998 1997
----------- ---------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income from continuing operations......................... $ 259,062 $ 134,059 $234,655
Adjustments to derive cash flows from continuing operating
activities:
Depreciation and amortization........................... 144,955 135,175 124,064
Restructuring and other charges:
Impairments and other asset write-offs................ -- 52,783 --
Net change in restructuring liability................. (74,228) 69,849 (15,764)
Amortization of debt discount........................... 21,466 16,998 9,299
Gain on asset sales and writedowns, net................. (21,832) (31,564) (36,302)
Provision for doubtful accounts......................... 18,643 19,240 22,307
Provision for deferred income taxes..................... 44,764 11,417 41,587
Changes in assets and liabilities:
Accounts receivable................................... (68,541) (23,302) (36,625)
Inventories........................................... (6,453) 2,755 (740)
Prepaid pension costs................................. (25,704) (52,664) (39,872)
Accounts payable...................................... (6,695) (21,557) 18,172
Income taxes.......................................... 18,777 (18,285) (31,826)
Other, net.............................................. 45,517 (46,534) 66,098
----------- ---------- --------
Net cash provided by continuing operating activities.... 349,731 248,370 355,053
Net cash provided by (used in) discontinued operating
activities............................................ 31,495 72,906 (1,702)
----------- ---------- --------
Net cash provided by operating activities............. 381,226 321,276 353,351
----------- ---------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures...................................... (173,484) (131,548) (113,081)
Acquisitions, net of cash acquired........................ (173,337) (200,786) (37,580)
Purchases of investments.................................. (84,270) (57,433) (10,811)
Proceeds from sales of investments and other assets....... 71,455 38,473 120,774
Sale (purchase) of marketable securities, net............. 49,438 (49,438) --
Decreases (increases) in notes receivable, net............ 13,000 (69,120) --
Proceeds from reorganization as described in Notes 4 and
5....................................................... -- 2,022,224 --
Other, net................................................ (7,242) 10,211 8,520
----------- ---------- --------
Net cash provided by (used in) investing activities of
continuing operations................................. (304,440) 1,562,583 (32,178)
Net cash used in investing activities of discontinued
operations............................................ (10,232) (29,697) (153,335)
----------- ---------- --------
Net cash provided by (used in) investing activities... (314,672) 1,532,886 (185,513)
----------- ---------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Contribution to TMCT II, LLC.............................. (1,235,252) -- --
Purchases of Times Mirror common stock.................... (196,471) (947,203) (464,781)
Dividends paid............................................ (74,764) (82,153) (85,439)
Net proceeds (repayments) of commercial paper and
short-term borrowings................................... (57,485) 212,983 92,187
Principal repayments of debt.............................. (46,567) (71,550) (5,769)
Exercise of put options, net of premiums received......... (15,451) (17,472) (3,719)
Proceeds from issuance of long-term debt.................. 595,896 -- 445,429
Proceeds from exercise of stock options................... 67,195 59,277 36,431
Contribution to TMCT I, LLC............................... -- -- (249,266)
Other, net................................................ (12,335) 161 (17,098)
----------- ---------- --------
Net cash used in financing activities................. (975,234) (845,957) (252,025)
----------- ---------- --------
Increase (decrease) in cash and cash equivalents.......... (908,680) 1,008,205 (84,187)
Cash and cash equivalents at beginning of year............ 1,052,999 44,794 128,981
----------- ---------- --------
Cash and cash equivalents at end of year.................. $ 144,319 $1,052,999 $ 44,794
=========== ========== ========
</TABLE>
See notes to consolidated financial statements.
34
<PAGE> 36
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation. The consolidated financial statements include
the accounts of the Company and its subsidiaries as well as affiliates that are
controlled by the Company, as described in Note 5, after elimination of all
significant intercompany transactions and balances. Other affiliated companies
in which the Company owns a 20% to 50% interest or has significant influence are
accounted for by the equity method.
Presentation. Certain amounts in previously issued financial statements
have been reclassified to conform to the 1999 presentation. Financial
information presented in the notes to consolidated financial statements excludes
discontinued operations, except where noted.
Use of Estimates. Financial statements prepared in accordance with
generally accepted accounting principles require management to make estimates
and judgments that affect amounts and disclosures reported in the financial
statements. Actual results could differ from those estimates.
Changes in Accounting Principles. As of January 1, 1999, the Company
adopted the American Institute of Certified Public Accountants Statement of
Position (SOP) 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." SOP 98-1 requires the capitalization of certain
costs incurred after the date of adoption in connection with developing or
obtaining software for internal use. In prior years, the Company's accounting
policies for internal use software were generally consistent with the
requirements of SOP 98-1. Accordingly, the adoption of this pronouncement did
not have a material effect on the Company's financial position or results of
operations.
Cash and Cash Equivalents. Cash equivalents consist of investments that are
readily convertible into cash and mature within three months from date of
purchase. Cash equivalents of $113.9 million and $997.7 million at December 31,
1999 and 1998, respectively, consist of commercial paper, money market funds or
certificates of deposit. The Company has an investment policy for short-term
investments covering eligible types of instruments, maximum investment terms,
credit quality and individual issuer limits.
Under the Company's cash management system, the bank notifies the Company
daily of checks presented for payment against its primary disbursement accounts.
The Company transfers funds from other sources such as short-term investments or
commercial paper issuance to cover the checks presented for payment. This
program results in a book cash overdraft in the primary disbursement accounts as
a result of checks outstanding. The book overdraft, which was reclassified to
accounts payable, was $27.4 million and $41.3 million at December 31, 1999 and
1998, respectively.
Marketable Securities. Marketable securities consist of investments in
commercial paper that have maturities over three months but less than one year
from date of purchase.
Inventories. Inventories are stated at the lower of cost or market.
Newsprint is valued under the last-in, first-out (LIFO) method and paper and
certain finished products are valued primarily under the weighted average cost
method.
Property, Plant and Equipment. Property, plant and equipment is stated on
the basis of cost. Maintenance and repairs are charged to expense as incurred.
Additions, improvements and replacements are capitalized.
Depreciation is provided on a straight-line basis over the estimated useful
lives as follows:
<TABLE>
<S> <C>
Buildings.................................... 10 - 45 years
Machinery and equipment...................... 3 - 20 years
Leasehold improvements....................... Lesser of useful life or lease term
</TABLE>
Goodwill and Other Intangibles. Goodwill recognized in business
combinations accounted for as purchases is being amortized on a straight-line
basis primarily over periods of 15 to 40 years, with a weighted
35
<PAGE> 37
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
average amortization period of 35 years. Goodwill amortization expense was $22.5
million, $18.0 million and $13.9 million for the years ended December 31, 1999,
1998 and 1997, respectively.
Other intangibles arising in connection with acquisitions are being
amortized on a straight-line basis over their estimated useful lives ranging
primarily from 5 to 30 years, with a weighted average life of 27 years.
Amortization expense was $15.1 million, $9.9 million and $7.6 million for the
years ended December 31, 1999, 1998 and 1997, respectively.
The Company assesses on an ongoing basis the recoverability of long-lived
assets, including goodwill and other intangible assets, based on estimates of
future undiscounted cash flows for the applicable business compared to net book
value. If the future undiscounted cash flows estimate were less than net book
value, net book value would then be reduced to fair value based on an estimate
of discounted cash flows. The Company also evaluates the amortization periods of
these assets to determine whether events or circumstances warrant revised
estimates of useful lives.
Deferred Charges. Magazine subscription procurement costs are charged to
expense over the same period as the related revenue is earned.
Derivative Financial Instruments. Interest rate swaps (see Note 9) are used
to manage exposure to market risk associated with changes in interest rates.
Interest rate swaps are accounted for on the accrual basis. Payments made or
received are recognized as an adjustment to interest expense. Amounts received
or paid in connection with initiating or terminating swaps are amortized on a
straight-line basis as a reduction or increase in interest expense over the term
of the swaps.
Premium equity participating debt securities (see Note 12) are used to
manage the Company's exposure to market risk associated with changes in the fair
value of the Company's investment in the common stock of America Online, Inc.
(AOL).
The Company's exposure to market risk associated with fluctuations in the
value of foreign currencies relative to the U.S. dollar may be managed with
foreign currency forward contracts, currency options, currency swaps or other
risk management instruments permitted by the Company's internal policy
guidelines. The Company's forward contracts and other risk management
instruments were not significant.
Commodity price hedging contracts (see Note 9) are used to manage the
Company's exposure to market risk associated with fluctuations in newsprint
prices. These contracts are accounted for on the accrual basis. Periodic
settlement payments made or received are recognized as an adjustment to the cost
basis of newsprint inventory. Amounts paid in connection with initiating these
contracts are amortized on a straight-line basis as an adjustment to the cost
basis of newsprint inventory over the term of the contracts.
Put options are used in conjunction with the Company's common stock
purchase program. These contracts are entered into based on market conditions as
well as other factors. The costs or benefits derived from these equity-based
financial instruments are recorded in shareholders' equity on the date of the
transaction. The potential obligation under these put options outstanding at
December 31, 1999 and 1998 has been transferred from shareholders' equity to
"Common stock subject to put options."
Revenue Recognition. Revenues from certain products sold with the right of
return, are recognized net of a provision for estimated returns. Revenues from
newspaper and magazine subscriptions and annual subscriptions for aeronautical
charts are deferred as unearned income at the time of the sale. A pro rata share
of the newspaper and magazine subscription price is included in revenue as
products are delivered to subscribers. Annual subscription revenues for
aeronautical charts are recognized on a straight-line basis over the life of the
subscription service.
36
<PAGE> 38
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Advertising and Promotion Costs. Advertising and promotion costs, which are
expensed as incurred, amounted to $70.9 million, $59.9 million and $64.8 million
for the years ended December 31, 1999, 1998 and 1997, respectively.
Foreign Currency Translation. The assets and liabilities of foreign
operations are translated at year-end exchange rates. Results of operations are
translated at average exchange rates in effect during the year. Translation
adjustments are included in "Accumulated other comprehensive income" in the
Consolidated Balance Sheets and Statements of Shareholders' Equity.
Stock-Based Compensation. Employee stock options (see Note 14) are
accounted for under Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," which requires the recognition of expense when the
option price is less than the fair value of the stock at the date of grant. The
Company awards options for a fixed number of shares at an option price equal to
the fair value at the date of grant. Accordingly, the financial statements do
not include any expense related to employee stock option awards. The Company has
adopted the disclosure-only provisions of Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation."
Future Accounting Requirement. In June 1998, the Financial Accounting
Standards Board (FASB) issued Statement No. 133 "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133). Subsequently, the FASB issued
Statement No. 137, "Accounting for Derivative Instruments and Hedging
Activities -- Deferral of the Effective Date of FASB Statement No. 133" which
deferred the effective date of SFAS 133 for one year. This standard is effective
for all fiscal quarters of all fiscal years beginning after June 15, 2000. SFAS
133 will require the Company to record all derivatives as assets or liabilities
at fair value. Changes in derivative fair values will either be recognized in
earnings, offset against changes in the fair value of the related hedged assets,
liabilities and firm commitments or, for forecasted transactions, recorded as a
component of accumulated other comprehensive income in shareholders' equity
until the hedged transactions occur and are recognized in earnings. The
ineffective portion of a hedging derivative's change in fair value will be
recognized in earnings immediately. The impact of SFAS 133 on the Company's
financial statements will depend on a variety of factors, including, the extent
of the Company's hedging activities, the types of hedging instruments used and
the effectiveness of such instruments. The effect of adopting SFAS 133 is
currently being evaluated, however, management does not anticipate that the
adoption of this standard will have a significant effect on earnings or the
financial position of the Company.
NOTE 2 -- 1999 RECAPITALIZATION
In September 1999, the Company completed a transaction (1999
recapitalization) involving agreements with its largest shareholders, Chandler
Trust No. 1 and Chandler Trust No. 2 (Chandler Trusts). The 1999
recapitalization resulted in the formation of a new limited liability company,
TMCT II, LLC (TMCT II).
Pursuant to the TMCT II contribution agreement, the Company, Eagle New
Media Investments, LLC and Eagle Publishing Investments, LLC (Eagle Companies)
and the Chandler Trusts made the following capital contributions to TMCT II:
1. The Company contributed preferred units issued by the operating
partnerships of 8 unrelated real estate investment trusts (OP REIT
Interests) with an aggregate purchase price of $600.0 million and
$2.0 million in cash;
2. The Eagle Companies contributed a total of $633.3 million in cash or
cash equivalents; and
3. The Chandler Trusts contributed 9.3 million shares of the Company's
Series A common stock, 6.2 million shares of the Company's Series C
common stock, 381 thousand shares of the Company's Series C-1
preferred stock and 245 thousand shares of the Company's Series C-2
preferred stock (TMCT II Contributed Shares).
37
<PAGE> 39
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Company's purchase of the OP REIT Interests was funded with the
proceeds of a $550.0 million short-term bank line of credit provided by Citicorp
and its commercial paper line. The Company refinanced this line of credit in
October 1999 (see Note 12). The cash contributed by the Company and the Eagle
Companies was used by TMCT II to purchase a portfolio of securities (TMCT II
Portfolio).
The Company, the Eagle Companies and the Chandler Trusts share in the cash
flow of the various assets held by TMCT II. The cash flow from the OP REIT
Interests and the TMCT II Portfolio is largely allocated to the Chandler Trusts
with the remaining portion of the cash flow from the OP REIT Interests and the
TMCT II Portfolio primarily allocated to the Eagle Companies. The cash flow from
the TMCT II Contributed Shares is largely allocated to the Company with the
remaining portion of the cash flow from the TMCT II Contributed Shares primarily
allocated to the Chandler Trusts. Due to the allocations of the economic
benefits in TMCT II, for financial reporting purposes, 80% of the TMCT II
Contributed Shares are included in treasury stock, 80% of the preferred stock
dividends on the Series C-1 and C-2 preferred stock are excluded from preferred
stock dividends and 80% of the dividends on the common stock are effectively
eliminated. The Company and the Eagle Companies account for their investment in
the TMCT II OP REIT Interests and the TMCT II Portfolio under the equity method
and this net investment was $246.8 million at December 31, 1999. During 1999,
the Company and the Eagle Companies recognized $4.1 million of equity income
related to this investment.
At December 31, 1999, the assets of TMCT II, excluding the TMCT II
Contributed Shares, consisted primarily of $600.0 million of OP REIT Interests,
$475.6 million of fixed income investments, $93.0 million of private equity
investments and $69.6 million of cash and cash equivalents. TMCT II may invest a
total of $560.0 million in venture capital or private equity investments. TMCT
II recognizes unrealized losses on its venture capital and private equity
investments and defers the recognition of unrealized gains on these investments
until realized. In the fourth quarter of 1999, the Company and Eagle New Media
Investments, LLC sold certain venture capital investments with a cost basis of
$16.2 million to TMCT II for proceeds of $31.4 million and has deferred
recognition of any gain until these investments are sold by TMCT II to third
parties unaffiliated with the Company. These proceeds are included in "Proceeds
from sales of investments and other assets" in the Consolidated Statements of
Cash Flows.
In connection with the 1999 recapitalization, the Company replaced the
Series C-1 and C-2 preferred stocks with Series D-1 and D-2 preferred stocks
effective January 1, 2000. The Series D-1 and D-2 preferred stocks are identical
to the Series C-1 and C-2 preferred stocks except that the increases in the
dividend rate on the Series D-1 and D-2 preferred stocks are pursuant to a fixed
and certain schedule.
As a result of the 1999 recapitalization, for financial reporting purposes,
the following number of shares have been included as treasury stock and excluded
from earnings per share calculations:
1. 12.4 million shares of Series A and C common stocks;
2. 305 thousand shares of Series C-1 preferred stock;
3. 196 thousand shares of Series C-2 preferred stock.
NOTE 3 -- 1997 RECAPITALIZATION
During the third quarter of 1997, the Company completed a transaction (1997
recapitalization) involving agreements with its largest shareholders, the
Chandler Trusts. The 1997 recapitalization consisted of two components: (a) the
merger of Chandis Securities Company (Chandis), a holding company owned by
Chandler Trust No. 2 and affiliated minority investors, into Chandis Acquisition
Corporation (CAC), a Delaware corporation and wholly-owned subsidiary of the
Company (Merger) and (b) the formation of a new limited liability company by the
Chandler Trusts and the Company.
38
<PAGE> 40
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
On August 8, 1997, Chandis merged with and into CAC. Pursuant to the Merger
Agreement, the Chandis shareholders received 6.6 million shares of Series A
common stock, 9.7 million shares of Series C common stock, 381 thousand shares
of new Series C-1 preferred stock, and 245 thousand shares of new Series C-2
preferred stock. At the time of the Merger, Chandis owned 8.6 million shares of
Series A common stock, 9.7 million shares of Series C common stock, and 381
thousand shares of Series A preferred stock as well as an interest in
undeveloped real estate and certain other assets and liabilities. CAC is not a
"permitted transferee" as defined in the Company's Certificate of Incorporation,
therefore, the Series C common stock was converted to Series A common stock as a
result of the Merger. The Company's shares owned by CAC are reported as treasury
stock for financial reporting purposes. The Merger was a tax-free transaction.
Concurrent with the consummation of the Merger, the Company (including
certain of its subsidiaries) and the Chandler Trusts formed TMCT, LLC (TMCT I),
a Delaware limited liability company, and the following capital contributions
were made to TMCT I:
1. The Company contributed $249.3 million in cash and 8 real properties
(Real Properties) with an aggregate market value of $225.9 million;
2. The Chandler Trusts contributed 5.0 million shares of Series A common
stock and 443 thousand shares of Series A preferred stock (TMCT I
Contributed Shares).
The cash contributed by the Company was used by TMCT I to purchase a
portfolio of securities (TMCT I Portfolio). The Company has leased the Real
Properties from TMCT I under a lease with minimum lease payments equal to the
fair values and with an initial term of 12 years. During 1999 and 1998, the
Company made annual lease payments to TMCT I of $24.2 million. The lease is
accounted for as a financing arrangement and, accordingly, the Real Properties'
book value remains on the Company's consolidated balance sheet and continues to
be depreciated at the rates in effect prior to the contribution of the Real
Properties to TMCT I. The depreciation, along with a reduction of property,
plant and equipment of $168.0 million, which represents the estimated net book
value of the Real Properties at the end of the lease term, will result in a net
book value of zero for the Real Properties at August 8, 2009. At that time, the
Company has the option to purchase all the Real Properties for their fair market
value. If the Real Properties are not purchased by the Company, they will remain
the assets of TMCT I and may be leased by the Company at a fair value rent as
provided for under the terms of the lease agreement. The lease provides for two
additional 12-year lease terms with fair value purchase options at the end of
each lease term. The lease is included as a property financing in the Company's
outstanding debt obligations (see Note 12).
The Company and the Chandler Trusts share in the cash flow of the various
assets held by TMCT I. The cash flow from the Real Properties and the TMCT I
Portfolio is largely allocated to the Chandler Trusts and the cash flow from the
TMCT I Contributed Shares is largely allocated to the Company. Due to the
allocations of the economic benefits in the TMCT I, 80% of the TMCT I
Contributed Shares are included in treasury stock for financial reporting
purposes and 80% of the preferred stock dividends on the Series A preferred
stock are excluded from preferred stock dividends. The Company accounts for the
investment in the TMCT I Portfolio under the equity method. This net investment
was $86.0 million and $96.4 million at December 31, 1999 and 1998, respectively.
During 1999 and 1998, the Company recognized an equity loss of $3.5 million and
equity income of $3.7 million related to this investment, respectively. The
assets of TMCT I, excluding the TMCT I Contributed Shares, primarily consist of
Real Properties of $205.8 million and $214.0 million, fixed income investments
of $207.3 million and $213.2 million, and equity investments of $46.2 million
and $45.3 million at December 31, 1999 and 1998, respectively.
39
<PAGE> 41
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
As a result of the 1997 recapitalization, for financial reporting purposes,
the following number of shares have been included as treasury stock and excluded
from earnings per share calculations:
1. 6.0 million shares of Series A common stock;
2. 735 thousand shares of Series A preferred stock.
NOTE 4 -- DISCONTINUED OPERATIONS
In September 1999, Times Mirror announced its decision to sell
AchieveGlobal, Inc., a professional training company, Allen Communication, an
interactive software and training courseware developer, and The StayWell
Company, a health improvement information company. The Company decided to sell
these businesses in order to concentrate on its core strengths in newspaper
publishing, flight information and magazine publishing. While the Company
previously expected to complete the sale of AchieveGlobal in the first quarter
of 2000, the Company now believes that greater sales value can be realized by
allowing AchieveGlobal to fully implement certain of its strategic initiatives.
Currently, the Company anticipates selling AchieveGlobal by the end of 2000. The
accompanying financial statements reflect these businesses as discontinued
operations for all periods presented.
During the second quarter of 1998, the Company reached agreements to divest
Matthew Bender & Company, Incorporated (Matthew Bender), the Company's legal
publisher, in a tax-free reorganization (see Note 5) and its 50% ownership
interest in legal citation provider Shepard's. The two transactions were valued
at $1.65 billion in the aggregate and were completed in the third quarter of
1998. The disposition of the Company's 50% interest in Shepard's was consummated
by a transfer of the respective partnership interests owned by two subsidiaries
of the Company to affiliates of Reed Elsevier plc for a cash consideration of
$274.7 million. The Company recorded a net gain on these two transactions in the
amount of $1.11 billion, net of expenses and $163.6 million of income taxes,
primarily consisting of tax reserves (see Note 11). Also during the second
quarter of 1998, the Company reached an agreement to divest Mosby, Inc. (Mosby),
the Company's health science/medical publisher, in a tax-free reorganization
(see Note 5). The transaction was valued at $415.0 million and was completed in
the fourth quarter of 1998. The Company recorded a net gain on this transaction
in the amount of $239.0 million, net of expenses and $55.6 million of income
taxes, primarily consisting of tax reserves (see Note 11). While the Company
believes that the Matthew Bender and Mosby transactions were completed on a
tax-free basis, this position may be subject to review by the Internal Revenue
Service. These divestitures represent the final dispositions of the Company's
professional and higher education publishing businesses and, as such, have been
reflected as discontinued operations in the accompanying financial statements
for all periods presented.
During the third quarter of 1998, the Company decided to discontinue
Apartment Search, Inc., its apartment location business. In 1998, the Company
recorded an estimated loss on disposal including a provision for operating
losses of $3.4 million during the phase-out period. The total estimated loss of
$47.6 million, or $28.2 million after applicable tax benefit, is included in
discontinued operations in "Net gain on disposal, net of taxes" in the
Consolidated Statements of Income. The Company completed the sale of Apartment
Search, Inc. in March 1999.
40
<PAGE> 42
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
A summary of the combined results of operations and net gain on disposal
for all discontinued entities are as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
-------- ---------- --------
<S> <C> <C> <C>
Revenues.......................................... $186,578 $ 507,475 $673,393
======== ========== ========
Income (loss) before income taxes(1).............. $ 2,271 $ (25,521) $ 20,808
Income tax provision.............................. 2,247 7,886 5,151
-------- ---------- --------
Income (loss) from discontinued operations........ 24 (33,407) 15,657
Net gain on disposal, net of taxes(2)............. -- 1,316,686 --
-------- ---------- --------
Total discontinued operations........... $ 24 $1,283,279 $ 15,657
======== ========== ========
</TABLE>
- ---------------
(1) It is the Company's policy to allocate interest expense among business
segments including discontinued operations. The allocation to discontinued
operations is based on the ratio of net assets of discontinued operations
plus consolidated debt, other than debt of the discontinued operations that
will be assumed by the buyer and debt that can be directly attributed to the
discontinued operations. Income (loss) before income taxes includes a charge
for interest expense of $7.6 million, $18.1 million and $17.0 million for
the years ended December 31, 1999, 1998 and 1997, respectively. The results
of discontinued operations include pretax restructuring, one-time and other
charges of $59.1 million and $12.8 million for the years ended December 31,
1998 and 1997, respectively.
(2) Net of income taxes of $198.0 million in 1998.
The assets and liabilities of discontinued operations have been classified
in the Consolidated Balance Sheets as net assets of discontinued operations and
consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
--------------------
1999 1998
-------- --------
<S> <C> <C>
Accounts receivable, net.................................... $ 33,373 $ 58,256
Other current assets........................................ 27,289 49,310
Property, plant and equipment, net.......................... 12,638 14,838
Goodwill, net............................................... 57,236 62,861
Other intangibles, net...................................... 65,066 68,256
Other assets................................................ 18,213 21,986
-------- --------
Total assets...................................... 213,815 275,507
-------- --------
Current liabilities......................................... 32,922 77,164
Non-current liabilities..................................... 7,803 8,715
-------- --------
Total liabilities................................. 40,725 85,879
-------- --------
Net assets of discontinued operations....................... $173,090 $189,628
======== ========
</TABLE>
41
<PAGE> 43
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The major components of cash flow for discontinued operations are as
follows (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- ---------
<S> <C> <C> <C>
Income (loss) from discontinued operations........ $ 24 $(33,407) $ 15,657
Depreciation and amortization..................... 9,620 25,572 31,319
Amortization of product costs..................... 4,796 16,550 22,655
Other, net........................................ 17,055 64,191 (71,333)
-------- -------- ---------
Net cash provided by (used in) discontinued
operating activities......................... $ 31,495 $ 72,906 $ (1,702)
======== ======== =========
Capitalization of product costs................... $ (5,994) $(16,852) $ (21,490)
Acquisitions, net of cash acquired................ -- -- (96,213)
Capital expenditures.............................. (4,256) (11,485) (16,836)
Other, net........................................ 18 (1,360) (18,796)
-------- -------- ---------
Net cash used in investing activities of
discontinued operations...................... $(10,232) $(29,697) $(153,335)
======== ======== =========
</TABLE>
NOTE 5 -- REORGANIZATION
During the third quarter of 1998, the Company completed the disposition of
Matthew Bender in a tax-free reorganization with Reed Elsevier plc. The
disposition of Matthew Bender was accomplished through the merger of an
affiliate of Reed Elsevier with and into Matthew Bender, with Matthew Bender as
the surviving corporation in the merger. As a result of the merger, TMD, Inc., a
wholly-owned subsidiary of Times Mirror, received all of the issued and
outstanding common stock of CBM Acquisition Parent Co. (MB Parent). MB Parent is
a holding company that owns controlling voting preferred stock of Matthew Bender
with a stated value of $61.6 million and participating preferred stock of
Matthew Bender. MB Parent is also the sole member of Eagle New Media
Investments, LLC (Eagle New Media). Affiliates of Reed Elsevier own voting
preferred stock of MB Parent with a stated value of $68.8 million which affords
them voting control over MB Parent, subject to certain rights held by Times
Mirror with respect to Eagle New Media. Concurrently, with the closing of the
merger, the Company became the sole manager of Eagle New Media and controls its
operations and assets. The consolidated financial statements of the Company
include the accounts of Eagle New Media.
During the fourth quarter of 1998, the Company completed the disposition of
Mosby in a tax-free reorganization with Harcourt General, Inc. The disposition
of Mosby was accomplished through the merger of an affiliate of Harcourt
General, Inc. with and into Mosby, with Mosby as the surviving corporation in
the merger. As a result of the merger, the Company received all of the issued
and outstanding common stock of Mosby Parent Corp. (Mosby Parent). Mosby Parent
is a holding company that owns controlling voting preferred stock of Mosby with
a stated value of $48.3 million and participating preferred stock of Mosby.
Mosby Parent is also the sole member of Eagle Publishing Investments, LLC (Eagle
Publishing). An affiliate of Harcourt General, Inc. owns voting preferred stock
of Mosby Parent with a stated value of $50.0 million which affords it voting
control over Mosby Parent, subject to certain rights held by the Company with
respect to Eagle Publishing. Concurrently with the closing of the merger, the
Company became the sole manager of Eagle Publishing and controls its operations
and assets. The consolidated financial statements of the Company include the
accounts of Eagle Publishing.
The Company intends to deploy the assets of both Eagle New Media and Eagle
Publishing to finance acquisitions and investments, including purchases of the
Company's common stock, and does not intend to use those funds for the Company's
general working capital purposes.
42
<PAGE> 44
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 -- ACQUISITIONS, DISPOSITIONS AND WRITEDOWNS
Acquisitions. In February 1999, Eagle New Media acquired Newport Media,
Inc., a publisher of shopper publications in the Long Island and New Jersey
areas, for approximately $132.0 million. This acquisition resulted in goodwill
of $68.5 million and other intangible assets of $90.8 million, which are being
amortized primarily over a period of 30 years. The Company also made other
acquisitions during 1999 for an aggregate consideration of $41.3 million. These
other acquisitions resulted in goodwill of $26.8 million and other intangible
assets of $15.2 million, which are being amortized over periods of 5 to 25
years.
In April 1998, the Company acquired the Los Angeles area business of E Z
Buy & E Z Sell Recycler Corporation (Recycler), consisting primarily of the
Recycler publications in the Los Angeles, Orange, Riverside, San Bernardino and
Ventura counties and a portion of Santa Barbara county for $188.7 million. This
acquisition resulted in goodwill of $147.5 million and other intangible assets
of $69.4 million, which are being amortized primarily over 30 years. The Company
also invested in preferred stock and provided a term loan to Target Media
Partners, a new entity which owns all of the non-Los Angeles area assets of
Recycler, for a total amount of $34.8 million. The Company also made other
acquisitions during 1998 for an aggregate consideration of $12.1 million.
Goodwill of $13.8 million related to these other acquisitions is being amortized
primarily over 15 years.
In 1997, the Company acquired Patuxent Publishing Company, a publisher of
13 community weeklies in Maryland and This Week Publications, Inc., a free
weekly shopper distributed in Queens and Long Island, New York. These and other
small acquisitions resulted in goodwill of $69.5 million, which is being
amortized over periods of 15 to 30 years.
These acquisitions were accounted for by the purchase method with the
results of operations included in the Company's financial statements from the
dates of acquisition. Pro forma results for 1999, 1998 and 1997, assuming these
acquisitions occurred on January 1 of the respective year, are not materially
different from the results reported.
Dispositions and Writedowns. In September 1999, the Company announced its
decision to sell the properties of The Sporting News, a sports magazine,
including its Web site sportingnews.com. The assets and liabilities of The
Sporting News have been classified as held for sale and are included in "Other
current assets" and "Other current liabilities" in the Consolidated Balance
Sheets. The assets of The Sporting News totaled $46.6 million at December 31,
1999 and consisted primarily of accounts receivable and deferred charges. The
liabilities of The Sporting News totaled $54.0 million at December 31, 1999 and
were comprised primarily of unearned income. During 1999, The Sporting News had
revenues of $37.2 million and an operating loss of $6.7 million.
In May 1999, the Company completed an agreement to merge Hollywood Online,
Inc. and its Web site, hollywood.com, into Hollywood.com, Inc. (formerly Big
Entertainment, Inc.) in exchange for newly-issued restricted stock of
Hollywood.com, Inc. and a note with a then combined current value of
approximately $31.5 million. The Company recorded a gain of $17.2 million, or
$10.7 million after applicable income taxes, related to this disposition.
During 1999, the Company sold 316 thousand shares of its holdings in AOL
common stock and purchased an equal proportion of its 4 1/4% Premium Equity
Participating Securities (PEPS) obligation in the open market. The PEPS hedge
the Company's investment in AOL (see Note 12). These transactions resulted in a
net gain of $16.9 million, or $10.0 million after applicable income taxes.
Additionally, the Company recorded gains on other non-operating items and
reduced the carrying value of certain new media and other investments. The total
net gains of $27.1 million are included in "Other, net" in the Consolidated
Statements of Income.
43
<PAGE> 45
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
During 1998, the Company sold 442 thousand shares of its holdings in
Netscape Communications Corporation (Netscape) common stock (subsequently
purchased by AOL) and purchased an equal proportion of its PEPS obligation in
the open market. These transactions resulted in a net gain of $16.0 million, or
$9.5 million after applicable income taxes. The Company also disposed of various
excess real estate and other assets for an aggregate gain of $16.1 million, or
$9.6 million after applicable income taxes. The total gains of $32.1 million are
included in "Other, net" in the Consolidated Statements of Income.
During 1997, the Company sold certain equity investments, including Tejon
Ranch Co., WebTV Network, Inc., Netscape, Speedvision Network, LLC and Outdoor
Life Network, LLC, for an aggregate gain of $75.6 million, or $47.7 million
after applicable income taxes. Additionally, the Company had writedowns and
expenses related to non-operating items as well as losses on the sale of Harry
N. Abrams, Inc., National Journal, Inc. and other assets of $39.3 million, or
$29.8 million after applicable income taxes. The total net gains of $36.3
million are included in "Other, net" in the Consolidated Statements of Income.
NOTE 7 -- RESTRUCTURING, ONE-TIME AND OTHER CHARGES
In 1998, the Company undertook a comprehensive review of its business
operations to determine areas where operational efficiencies could be achieved
through either product and/or facility consolidation, headcount reductions,
product abandonments, contract terminations or other measures. The Company began
this review in anticipation of the impact of its significant 1998 divestitures
and to better align its overall cost structure and business configurations. The
Company's review led to a major restructuring program that resulted in the
recording of $155.7 million in 1998.
A summary of the significant components of the 1998 restructuring program
is as follows (in thousands):
<TABLE>
<CAPTION>
NEWSPAPER PROFESSIONAL MAGAZINE CORPORATE
PUBLISHING INFORMATION PUBLISHING AND OTHER TOTAL
---------- ------------ ---------- --------- --------
<S> <C> <C> <C> <C> <C>
Termination benefits........ $ 43,406 $2,021 $ 156 $10,270 $ 55,853
Contract terminations....... 51,386 -- 4,330 -- 55,716
Goodwill impairments........ 324 -- 19,715 -- 20,039
Lease termination costs..... 2,307 2,764 1,500 3,045 9,616
Technology asset
write-offs................ 4,772 1,378 100 1,504 7,754
Other costs................. 310 2,011 3,271 1,111 6,703
-------- ------ ------- ------- --------
$102,505 $8,174 $29,072 $15,930 $155,681
======== ====== ======= ======= ========
</TABLE>
A discussion of the specific restructuring activities follows:
Termination Benefits. Staff reductions were implemented at substantially
all operating units with the majority of these actions performed within the
Newspaper Publishing segment. The Los Angeles Times recorded severance charges
related to 358 full-time and 534 part-time employees through either voluntary or
involuntary programs, primarily occurring in the fourth quarter of 1998. The
Baltimore Sun's termination charges included 81 full-time employees and Newsday
determined that 23 full-time and 26 part-time employees would be released. The
staff reductions within the Newspaper Publishing segment were the result of
identified efficiencies from outsourcing opportunities, elimination of duplicate
functions and technological improvements to the Company's processes. In total,
termination benefits, which were largely severance costs, covered 576 full-time
and 578 part-time employees company-wide of which 189 employees had been
released by the end of 1998 with the majority of employees released by the
second quarter of 1999. Termination benefits for these employees were
substantially paid by the end of 1999. However, certain employees will receive
payments over an extended period of time.
Contract Terminations. In reviewing the Company's processes, supply
contracts and strategic alliances, the Company identified certain long-term
contracts and relationships which were no longer providing benefits
44
<PAGE> 46
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
to the Company's current operations. As a result, the Company recorded charges
for contract terminations which included (i) the termination of a long-term
contract related to Newsday's pre-print distribution business for $34.3 million,
(ii) the termination of The Hartford Courant's long-standing bonus arrangement
for $12.0 million and (iii) the termination of 56 distribution contracts with
outside agents at the Los Angeles Times for $4.9 million.
Goodwill Impairments. In accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
impairment charges were taken related to goodwill associated with two of the
Company's magazine titles. These charges were taken as the result of
disappointing market penetration and operating results and were based on
discounted estimated cash flows from future operations.
Lease Termination Costs. In connection with the Company's downsizing and/or
relocation of offices primarily at the Los Angeles Times and at Jeppesen's
German operation, the Company recorded charges for future operating lease
payments and write-offs of leasehold improvements related to facilities it will
vacate. The total lease payment accrual for periods through 2010 is net of
estimated sublease income of $3.4 million. No amounts have been included for any
period in which the operating units will continue to occupy the premises.
Technology Asset Write-offs. During mid-1998, the Company determined that
its long standing policy of allowing each operating unit to independently
determine its technology requirements and make related equipment and software
purchases was both inefficient as well as expensive in terms of maintenance,
help desk, networking and other support costs. In connection with this decision,
the Company established common hardware and software configurations to provide
consistency across all business units. As a result, many operating units were
required to dispose of a significant amount of technology resources to conform
to the common platform. Total asset write-offs of technology-related equipment
were taken in the quarter in which the equipment was replaced.
Other Costs. In performing a review of its businesses and product
offerings, expenses were recognized for the termination of an Internet venture
in the Magazine Publishing segment, in addition to costs for the abandonment of
certain projects at Jeppesen.
Other Program Charges. In addition to the charges listed above, the Company
also recorded $18.7 million for certain asset write-offs that did not meet the
accounting criteria for classification as "restructuring and one-time charges."
These charges, which principally included other operating asset write-offs, have
been classified within "Selling, general and administrative expenses" in the
Consolidated Statements of Income.
45
<PAGE> 47
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
A summary of the activity in the restructuring liabilities is as follows
(in thousands):
<TABLE>
<CAPTION>
1998 1995
RESTRUCTURING RESTRUCTURING TOTAL
------------- ------------- --------
<S> <C> <C> <C>
Balance at December 31, 1996.................... $ -- $ 58,819 $ 58,819
Cash payments................................. -- (24,483) (24,483)
Other(1)...................................... -- 8,719 8,719
-------- -------- --------
Balance at December 31, 1997.................... -- 43,055 43,055
Charged to costs and expenses................. 155,681 -- 155,681
Cash payments................................. (31,654) (19,321) (50,975)
Asset write-offs.............................. (35,204) -- (35,204)
Other......................................... 1,176 (829) 347
-------- -------- --------
Balance at December 31, 1998.................... 89,999 22,905 112,904
Cash payments................................. (63,236) (10,992) (74,228)
-------- -------- --------
Balance at December 31, 1999.................... $ 26,763 $ 11,913 $ 38,676
======== ======== ========
</TABLE>
- ---------------
(1) Includes primarily transfers from discontinued operations for restructuring
liabilities not assumed by purchasers of discontinued operations.
The balance sheet classification of restructuring liabilities is as follows
(in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
------------------------
1999 1998
------------ --------
<S> <C> <C>
Restructuring -- current liabilities
1995 Restructuring........................................ $ 7,555 $ 15,722
1998 Restructuring........................................ 18,240 76,181
Other liabilities
1995 Restructuring........................................ 4,358 7,183
1998 Restructuring........................................ 8,523 13,818
------- --------
$38,676 $112,904
======= ========
</TABLE>
The current portion of restructuring liabilities relates primarily to
severance and lease payments while the non-current portion principally relates
to contract terminations and extended payout of severance arrangements, as well
as lease payments which will be paid over lease periods extending to 2010. The
Company made severance payments under all programs which totaled $37.8 million,
$7.5 million and $5.6 million during 1999, 1998 and 1997, respectively. At
December 31, 1999, the remaining liability for severance costs aggregated $15.1
million.
The Company periodically assesses the adequacy of its remaining
restructuring liabilities and makes adjustments if required. During 1999 and
1998, these adjustments resulted in recoveries of prior year's restructuring
reserves which were largely offset by restructuring requirements in those years.
The net change in the restructuring liabilities as a result of these reviews has
not been significant.
46
<PAGE> 48
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8 -- SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information is as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
-------- ------- ----------
<S> <C> <C> <C>
Interest paid...................................... $ 65,383 $68,571 $ 33,545
Income taxes paid.................................. 104,630 47,406 138,567
Liabilities assumed in connection with
acquisitions..................................... 53,793 9,910 17,194
Stock and notes receivable received from
divestiture...................................... 31,503 -- --
Merger with Chandis:
Times Mirror stock received...................... -- -- 1,116,058
Other assets received............................ -- -- 21,050
Times Mirror stock issued........................ -- -- 1,137,108
Fair value of properties contributed to TMCT I..... -- -- 225,850
Property financing obligation, net of original
issue discount................................... -- -- 57,829
Notes issued in connection with an acquisition..... -- -- 39,209
</TABLE>
NOTE 9 -- FINANCIAL INSTRUMENTS
Financial instruments consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
-------------------------------------------------
1999 1998
----------------------- -----------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Short-term assets....................... $ 507,680 $ 507,680 $1,414,350 $1,414,350
Long-term investments................... 185,299 185,299 129,364 129,364
Notes receivable........................ 91,056 91,056 74,082 74,082
Short-term liabilities.................. 434,295 434,295 492,025 492,025
Long-term debt.......................... 1,562,240 1,711,004 941,423 1,017,245
Unrealized net gain on interest rate
swaps................................. -- 12,959 -- 43,246
</TABLE>
Short-Term Assets and Liabilities. The fair values of cash and cash
equivalents, marketable securities, accounts receivable, accounts payable and
short-term debt approximate their carrying values due to the short-term nature
of these financial instruments.
Long-Term Investments. Investments in publicly traded securities are
classified as available-for-sale and are stated at fair value based on quoted
market prices. All other investments are recorded at the lower of cost or
estimated net realizable value. The cost of the investments was $81.1 million
and $42.2 million at December 31, 1999 and 1998, respectively. Unrealized gains
are included in "Accumulated other comprehensive income" (see Note 18).
Notes Receivable. The carrying value of notes receivable is estimated to
approximate fair values. Although there are no quoted market prices available
for these instruments, the fair value estimates were based on the changes in
interest rates and risk related interest rate spreads since the notes
origination dates.
Long-Term Debt. The fair value of long-term debt is based primarily on the
Company's current refinancing rates for publicly issued fixed rate debt with
comparable maturities, except for the PEPS whose fair value is based on the open
market (see Note 12).
Interest Rate Swaps. Interest rate swap agreements outstanding at December
31, 1999 were for notional amounts of $200.0 million, $170.1 million and $100.0
million expiring in 2001, 2002 and 2023, respectively, with $170.1 million and
$100.0 million notional amounts also outstanding at December 31, 1998. In 1999,
two
47
<PAGE> 49
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
swaps which were outstanding as of December 31, 1998 with notional amounts of
$148.0 million and $250.0 million expired during the year. The Company's swaps
effectively convert a portion of the long-term fixed rate debt to a variable
rate obligation based on LIBOR or the Commercial Paper rate. The fair values of
the interest rate swaps are the amounts at which they could be settled based on
estimates of market rates.
Commodity Price Hedging Contracts. The Company enters into various
commodity hedging contracts to manage the Company's exposure to fluctuations in
newsprint prices. As of December 31, 1999, the Company had newsprint swap
agreements for a total notional amount of 261 thousand metric tons per year
expiring in 2001, 2002 and 2003 at a weighted average contract price of $609 per
metric ton. Also, the Company has a newsprint option contract for a total
notional amount of 30 thousand metric tons per year expiring in 2001 at a
contract price of $585 per metric ton. This option contract limits the maximum
payment to $115 per metric ton above the contract price on an annual basis. At
December 31, 1999, the index rate used for these contracts was $515 per metric
ton. In addition to the newsprint hedging contracts, the Company has a swap
contract for coated paper used in its Magazine Publishing operations for a total
notional amount of 5 thousand short tons per year expiring in 2000 at a contract
price of $1,047 per short ton. As no liquid forward market for newsprint or
coated paper exists, it was not practicable to estimate the fair value of the
commodity hedging contracts.
NOTE 10 -- INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
------------------
1999 1998
------- -------
<S> <C> <C>
Newsprint, paper and other raw materials.................... $28,125 $23,404
Finished products........................................... 5,894 4,051
Work-in-progress............................................ 1,063 983
------- -------
$35,082 $28,438
======= =======
</TABLE>
Inventories determined by the last-in, first-out method were $18.1 million
and $13.7 million at December 31, 1999 and 1998, respectively, and would have
been higher by $15.6 million in 1999 and $16.1 million in 1998 had the first-in,
first-out method (which approximates current cost) been used.
NOTE 11 -- INCOME TAXES
Income tax expense from continuing operations consists of the following (in
thousands):
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Current:
Federal.......................................... $ 89,117 $ 77,412 $ 94,422
State............................................ 33,499 9,515 13,099
Foreign.......................................... 12,849 12,601 12,736
Deferred:
Federal.......................................... 42,764 (716) 29,898
State............................................ 2,000 12,133 11,689
-------- -------- --------
$180,229 $110,945 $161,844
======== ======== ========
</TABLE>
48
<PAGE> 50
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The difference between actual income tax expense and the U.S. Federal
statutory income tax expense for continuing operations is reconciled as follows
(in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Income from continuing operations before income
taxes:
United States.................................... $409,028 $220,235 $369,596
Foreign.......................................... 30,263 24,769 26,903
-------- -------- --------
$439,291 $245,004 $396,499
======== ======== ========
Federal statutory income tax rate.................. 35% 35% 35%
Federal statutory income tax expense............... $153,752 $ 85,751 $138,775
Increase (decrease) in income taxes resulting from:
State and local income tax expense, net of
Federal effect................................ 23,074 14,071 16,112
Goodwill amortization not deductible for tax
purposes...................................... 6,007 5,979 4,424
Foreign tax differentials........................ 1,327 (1,474) 1,439
Basis difference in asset sales.................. (420) (2,193) 5,249
Writedown of assets.............................. -- 6,900 --
Other............................................ (3,511) 1,911 (4,155)
-------- -------- --------
$180,229 $110,945 $161,844
======== ======== ========
</TABLE>
The tax effect of temporary differences results in deferred income tax
assets (liabilities) and balance sheet classifications as follows (in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31
----------------------
1999 1998
--------- ---------
<S> <C> <C>
TEMPORARY DIFFERENCES
Postretirement benefits..................................... $ 84,656 $ 86,534
Other employee benefits..................................... 65,873 54,872
State and local income taxes................................ 26,484 25,801
Restructuring and one-time charges.......................... 9,035 26,374
Valuation and other reserves................................ 5,657 6,092
Other deferred tax assets................................... 9,781 5,782
--------- ---------
Total deferred tax assets.............................. 201,486 205,455
--------- ---------
Transaction tax reserve..................................... (176,585) (176,585)
Retirement and health benefits.............................. (176,505) (153,572)
Depreciation and other property, plant and equipment
differences............................................... (146,546) (158,950)
Intangible asset differences................................ (73,313) (2,378)
Unrealized investment gains................................. (25,946) (33,055)
Other deferred tax liabilities.............................. (51,339) (22,259)
--------- ---------
Total deferred tax liabilities......................... (650,234) (546,799)
--------- ---------
$(448,748) $(341,344)
========= =========
BALANCE SHEET CLASSIFICATIONS
Current deferred tax assets................................. $ 33,314 $ 32,279
Noncurrent deferred tax liabilities......................... (482,062) (373,623)
--------- ---------
$(448,748) $(341,344)
========= =========
</TABLE>
In connection with the dispositions of Matthew Bender and Mosby as
discussed in Notes 4 and 5, the Company has recorded a tax reserve of $176.6
million. While the Company believes that these transactions
49
<PAGE> 51
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
were completed on a tax-free basis, this position may be subject to review by
the Internal Revenue Service. The results of such a review are unpredictable and
could result in a tax liability that is significantly higher or lower than that
which has been provided by the Company.
NOTE 12 -- DEBT
Debt consists of the following (dollars in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
----------------------
1999 1998
---------- --------
<S> <C> <C>
Short-term debt:
Commercial paper at weighted average interest rates of
5.9% and 5.3%.......................................... $ 241,381 $298,603
Current maturities of long-term debt...................... 7,149 7,440
Other notes payable at interest rates of 6.4% and 5.4%.... 6,304 6,567
---------- --------
Total short-term debt.................................. $ 254,834 $312,610
========== ========
Long-term debt:
7.45% Notes due October 15, 2009, net of unamortized
discount of $513....................................... $ 399,487 $ --
6.61% Debentures due September 15, 2027, net of
unamortized discount of $95 and $98.................... 249,905 249,902
4.75% Liquid Yield Option Notes due April 15, 2017, net of
unamortized discount of $277,946 and $288,129.......... 222,054 211,871
6.65% Notes due October 15, 2001, net of unamortized
discount of $123....................................... 199,877 --
7 1/4% Debentures due March 1, 2013....................... 148,215 148,215
7 1/4% Debentures due November 15, 2096, net of
unamortized discount of $553 and $559.................. 147,447 147,441
7 1/2% Debentures due July 1, 2023........................ 98,750 98,750
4 1/4% PEPS due March 15, 2001; 512,050 and 863,100
securities stated at fair value........................ 64,006 45,596
Property financing obligation expiring on August 8, 2009,
net of unamortized discount of $149,932 and $158,080,
with an effective interest rate of 4.3%................ 39,648 47,088
---------- --------
1,569,389 948,863
Less current maturities..................................... (7,149) (7,440)
---------- --------
Total long-term debt................................... $1,562,240 $941,423
========== ========
</TABLE>
Interest rate swaps converted the weighted average interest rate on the
6.61% Debentures, the Liquid Yield Option Notes (LYONs(TM)), the 6.65% Notes,
the 7 1/4% Debentures due 2096, and the 7 1/2% Debentures from 6.4% to 6.0% for
the year ended December 31, 1999.
In connection with the 1999 recapitalization, the Company issued $200.0
million of 6.65% two-year notes maturing on October 15, 2001 and $400.0 million
of 7.45% ten-year notes maturing on October 15, 2009. The Company also entered
into a two-year interest rate swap agreement for a notional amount of $200.0
million expiring in October 2001. The swap agreement effectively converts the
Company's $200.0 million fixed rate debt at 6.65% to a variable rate obligation
based on LIBOR.
In September 1997, the Company issued $250.0 million of 6.61% Debentures
due September 15, 2027 (Debentures) with interest payable semiannually
commencing March 15, 1998. The Debentures are redeemable at the option of the
Company, in whole or in part, at any time after September 15, 2004 at a
50
<PAGE> 52
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
redemption price equal to the greater of (a) 100% of the principal amount or (b)
the sum of the present values of the remaining scheduled payments of principal
and interest discounted to the redemption date. The Debentures may be put to the
Company on September 15, 2004 at 100% of face value plus accrued interest.
In April 1997, the Company received gross proceeds of $195.5 million from
the issuance of the LYONs. The LYONs are zero coupon subordinated notes with an
aggregate face value of $500.0 million and a yield to maturity of 4.75%. Each
LYON has a $1,000 face value and is convertible at the option of the holder any
time prior to maturity. If conversion is elected, the Company will, at its
option, deliver (a) 5.828 shares of Series A common stock per each LYON or (b)
cash equal to the market value of such shares. On or after April 15, 2002, the
LYONs may be redeemed at any time by the Company for cash equal to the issuance
price plus accrued original discount through the date of redemption. In
addition, each LYON may be redeemed for cash at the option of the holder on
April 15, 2002, 2007 or 2012. The cash payable for each LYON at these redemption
dates is approximately $495, $625 and $791, respectively, which is equal to the
issuance price plus accrued original discount through the date of redemption.
The Company has an interest rate swap agreement for a notional amount of $170.1
million, expiring April 15, 2002, to exchange a fixed interest rate of 4.75% for
a variable rate based on six-month LIBOR less 2.458%.
The 4 1/4% PEPS hedge the Company's investment in the common stock of AOL.
The amount payable at maturity with respect to each PEPS will equal 1.8 times
the average market price of one share of AOL common stock for the ten trading
days ending on the second business day prior to the maturity date, subject to
adjustment as a result of certain dilution events involving AOL. Holders of the
PEPS bear the full risk of a decline in the value of AOL. The Company is not
obligated to hold the AOL stock for any period or sell the AOL stock prior to
the PEPS maturity or redemption date.
The PEPS are redeemable at the option of the Company, in whole or in part,
at any time after December 15, 2000. The redemption value of each PEPS is the
product of (a) the redemption ratio, as defined below, (b) 1.8 and (c) the
average market price of one share of AOL common stock for the ten trading days
ending on the second business day prior to the redemption date, plus cash in an
amount equal to all unpaid interest, whether or not accrued, that would have
been payable on the PEPS through the maturity date. The redemption ratio will
equal (a) 1.0, if the market value of one share of AOL common stock is less than
$21.81, or (b) a fraction, the numerator of which is $21.81 and the denominator
of which is the market value of AOL common stock, if such market value is equal
to or exceeds $21.81 but less than or equal to $25.08, or (c) .8696, if the
market value of AOL common stock exceeds $25.08.
The PEPS are recorded at fair market value as determined in the open market
and will generally move in tandem with changes in the fair market value of AOL
common stock. The net unrealized loss on the PEPS at December 31, 1999 and 1998
is $26.0 million and $6.9 million, respectively, net of applicable income taxes,
and is included in "Accumulated other comprehensive income." During 1999, the
Company sold 316 thousand shares of AOL stock and purchased a proportionate
share of its PEPS in the open market (see Note 6).
The Company has an agreement with several domestic and foreign banks for
unsecured long-term revolving lines of credit that expire in April 2002. This
agreement provides for borrowings up to $400.0 million at interest rates based
on, at the Company's option, the banks' base rates, Eurodollar rates or
competitive bid rates. The commitment fee is approximately 0.065% per annum. The
lines of credit are used to support a commercial paper program. The Company's
revolving lines of credit contain restrictive provisions relating primarily to
interest expense coverage. The Company's earnings before interest expense,
income taxes, depreciation and amortization, divided by interest expense, must
be greater than or equal to 5.0.
The Company has $5.9 million of undrawn standby letters of credit at
December 31, 1999.
51
<PAGE> 53
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
At December 31, 1999, the aggregate principal maturities of the Company's
debt are as follows (in thousands):
<TABLE>
<S> <C>
2000..................................................... $ 7,149
2001..................................................... 270,654
2002..................................................... 6,292
2003..................................................... 5,699
2004..................................................... 4,975
Thereafter............................................... 1,274,620
----------
$1,569,389
==========
</TABLE>
NOTE 13 -- CAPITAL STOCK AND STOCK PURCHASE PROGRAM
Preferred Stocks. Series A, Series C-1 and Series C-2 preferred stocks are
cumulative, non-voting stocks with annual dividends of 8%, 5.8% and 5.8%,
respectively, based on liquidation value. Series A preferred stock was entitled
to dividends effective March 1, 1995. In connection with the 1999
recapitalization, the Company replaced the Series C-1 and C-2 preferred stocks
with Series D-1 and D-2 preferred stocks effective January 1, 2000. Dividends on
Series D-1 and Series D-2 preferred stocks will increase pursuant to a fixed and
certain schedule. Series A, Series D-1 and Series D-2 preferred stocks are
convertible into Series A common stock in 2025 at the earliest. The conversion
factor is calculated by dividing $500 plus accrued and unpaid dividends by the
average closing prices of Series A common stock for the 20 trading days
immediately preceding the conversion date. The maximum number of shares of
Series A common stock into which Series D-2 preferred stock can be converted is
limited to 3.0 million shares.
On February 28, 1997, the Series B preferred stock was called for
redemption and was redeemed on April 2, 1997 for 4.4 million shares of Series A
common stock. The conversion ratio, determined pursuant to the original terms of
the Series B preferred stock, was .57083 of a share of Series A common stock. At
the redemption date, the Company had forward purchase contracts for 3.9 million
shares of Series B preferred stock with a weighted average forward price of
$28.475 per share. These contracts provided for early termination and, in May
1997, the termination of the contract resulted in the purchase by the Company of
2.2 million shares of Series A common stock for an aggregate cost of $111.5
million.
Preferred stock is issuable in series under such terms and conditions as
the Board of Directors may determine.
Common Stocks. Shares of Series A and Series C common stock are identical,
except with respect to voting rights, restrictions on transfer of Series C
common shares and the right to convert Series C common shares into Series A
common shares. Series A common shares are entitled to one vote per share and
Series C common shares are entitled to ten votes per share. Series C common
shares are subject to mandatory conversion into Series A common shares upon
transfer to any person other than a "Permitted Transferee" as defined in the
Company's Certificate of Incorporation or upon the occurrence of certain
regulatory events. Series B common stock is entitled to one-tenth vote per share
and is available for common stock issuance transactions, such as underwritten
public offerings and acquisitions.
Cash dividends of $.80 and $.72 per share of common stock were declared for
the years ended December 31, 1999 and 1998, respectively. In February 2000, the
Board of Directors approved an increase in the quarterly dividend on its common
stock to $.22 per share, from $.20 per share, beginning with the March 10, 2000
payment date.
Treasury Stock. Treasury stock includes shares of Series A common stock and
Series A, Series C-1 and Series C-2 preferred stock owned by affiliates as well
as Series A common stock purchased by the Company as part of the stock purchase
program. At December 31, 1999, 15.2 million, 4.0 million, 18.2 million and
52
<PAGE> 54
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12.4 million shares of Series A common stock included in treasury stock are
owned by Eagle New Media, TMCT I, CAC and TMCT II, respectively. Also, 354
thousand and 381 thousand shares of Series A preferred stock, which are owned by
TMCT I and CAC, respectively, and 305 thousand and 196 thousand shares of Series
C-1 and C-2 preferred stock, respectively, which are owned by TMCT II, are
included in treasury stock at December 31, 1999.
At December 31, 1998, 13.3 million, 4.0 million and 18.2 million shares of
Series A common stock included in treasury stock are owned by Eagle New Media,
TMCT I and CAC, respectively, and 354 thousand and 381 thousand shares of Series
A preferred stock, which are owned by TMCT I and CAC, respectively, are included
in treasury stock.
Stock Purchases. During 1999, the Company and Eagle New Media purchased 2.9
million common shares for a total cost of $196.5 million. An additional 325
thousand common shares were purchased for $15.5 million, net of premiums
received, as a result of the exercise of put options. At December 31, 1999, the
Company had 400 thousand put options outstanding with a weighted average strike
price of $68.23 per common share. The cash received from the issuance of put
options during 1999 and 1998 was not significant. The put options entitle the
holder to sell shares of Times Mirror Series A common stock to the Company at
the strike price on the expiration date of the put option. The unexpired put
options are at strike prices ranging from $67.09 to $69.69. These put options
expire on various dates through March 2000.
During 1998, the Company and Eagle New Media purchased 16.4 million common
shares for a total cost of $947.2 million. An additional 350 thousand common
shares were purchased for $17.5 million, net of premiums received, as a result
of the exercise of put options. Included in the 1998 share purchases were 4.0
million shares that were purchased in the fourth quarter of 1998 as part of an
accelerated purchase agreement. The shares were purchased at the closing price
on the date of the agreement for $54.69 per share. The agreement provides for a
purchase price adjustment based on a pro-rata settlement over a one-year period
and was settled in December 1999.
During 1997, the Company purchased 8.9 million shares of Series A common
stock for a total cost of $464.8 million. An additional 120 thousand shares of
Series A common stock were purchased for $3.7 million, net of premiums received,
as a result of the exercise of put options.
The aggregate remaining shares authorized for purchase at December 31, 1999
was approximately 3.9 million shares. The Company believes that the purchase of
shares of its common stock is an attractive investment for Eagle New Media which
will also enhance Times Mirror shareholder value as well as offset dilution from
shares of common stock issued under the Company's stock-based employee
compensation and benefit programs.
NOTE 14 -- STOCK OPTION AND AWARD PLANS
The Company has various stock option plans under which options may be
granted to purchase shares of Series A common stock at a price equal to the fair
market value at the date of grant. Options that are not exercised expire ten
years from the date of grant. Options granted to key employees generally vest
over a four-year period. Grants made under a broad-based stock option plan, for
employees not eligible for other stock option grants, are fully vested three
years after the date of grant. Restricted stock is also awarded to key
employees. The number of restricted stock awards, including matching awards in
connection with the annual incentive bonus program, is not material.
53
<PAGE> 55
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Options granted, exercised and forfeited were as follows:
<TABLE>
<CAPTION>
WEIGHTED
NUMBER AVERAGE
OF EXERCISE
SHARES PRICE
---------- --------
<S> <C> <C>
Options outstanding December 31, 1996....................... 7,771,489 $26.12
Granted................................................... 4,686,643 47.85
Exercised................................................. (1,617,045) 22.47
Forfeited................................................. (571,732) 34.03
---------- ------
Options outstanding December 31, 1997....................... 10,269,355 36.17
Granted................................................... 4,370,240 59.58
Exercised................................................. (2,145,260) 27.58
Forfeited................................................. (1,084,989) 50.00
---------- ------
Options outstanding December 31, 1998....................... 11,409,346 45.44
Granted................................................... 4,739,378 55.46
Exercised................................................. (1,964,992) 34.08
Forfeited................................................. (1,520,628) 50.76
---------- ------
Options outstanding December 31, 1999....................... 12,663,104 $50.31
========== ======
</TABLE>
Information regarding stock options outstanding and exercisable as of
December 31, 1999 is as follows:
<TABLE>
<CAPTION>
PRICE RANGE
-------------------------------------------------------------
$11.43 $18.06 $30.06 $46.56 $58.03
TO $17.29 TO $23.94 TO $44.94 TO $57.94 TO $69.13
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Options outstanding:
Number..................... 37,510 687,081 1,354,985 6,686,343 3,897,185
Weighted average exercise
price................... $16.63 $18.51 $34.35 $52.11 $58.71
Weighted average remaining
contractual life........ 2 years 4 years 6 years 8 years 8 years
Options exercisable:
Number..................... 37,510 687,081 1,307,569 986,416 613,425
Weighted average exercise
price................... $16.63 $18.51 $34.11 $48.11 $58.52
</TABLE>
At December 31, 1999 and 1998 shares reserved for future grants and awards
were 6.4 million and 9.7 million, respectively.
If the Company recognized employee stock option-related compensation
expense in accordance with SFAS 123 and used the Black-Scholes option valuation
model for determining the weighted average fair value of options granted after
December 31, 1994, its net income and earnings per share would have been as
follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
1999 1998 1997
-------- ---------- --------
<S> <C> <C> <C>
Net income -- as reported......................... $259,086 $1,417,338 $250,312
Pro forma stock compensation expense, net......... (23,207) (18,709) (13,000)
-------- ---------- --------
Pro forma net income.............................. $235,879 $1,398,629 $237,312
======== ========== ========
Pro forma basic earnings per share................ $ 3.19 $ 16.23 $ 2.21
======== ========== ========
Pro forma diluted earnings per share.............. $ 3.07 $ 15.89 $ 2.16
======== ========== ========
</TABLE>
54
<PAGE> 56
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For purposes of the pro forma expense, the weighted average fair value of
the options is amortized over the vesting period. The pro forma effect on net
income through 1998 may not be representative of future years' impact because
options granted prior to 1995 are excluded from the pro forma calculations.
Options are granted every year and the pro forma expense in future years will
grow due to the added layers of amortization for succeeding grants. In 1999,
however, the pro forma results include a full four years' worth of option
grants.
The weighted average fair value of stock options on the date of grant, and
the assumptions used to estimate the fair value using the Black-Scholes option
valuation model, were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Weighted average fair value of stock options granted.... $ 13.14 $ 12.78 $ 11.90
Risk-free interest rate................................. 5.2% 5.5% 6.2%
Expected life........................................... 5 years 5 years 5 years
Expected volatility..................................... .23 .20 .22
Expected dividend yield................................. 2.33% 2.33% 2.33%
</TABLE>
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options. The Company's employee stock
options have characteristics significantly different from those of traded
options such as vesting restrictions and lack of transferability. In addition,
the assumptions used in option valuation models are highly subjective,
particularly with respect to the expected stock price volatility for the
underlying stock. Because changes in these subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the existing
models do not provide a reliable single measure of the fair value of its
employee stock options.
NOTE 15 -- PENSION PLANS AND POSTRETIREMENT BENEFITS
The Company has defined benefit pension plans and various other
contributory and noncontributory retirement plans covering substantially all
employees. In general, benefits under the defined benefit plans are based on
years of service and the employee's compensation during the last five years of
employment. The majority of the Company's employees are covered by one defined
benefit plan. Funding for this plan is not expected to be required in the near
future as the plan is overfunded.
Postretirement health care benefits provided by the Company are unfunded
and cover certain employees hired before January 1, 1993. The various plans have
significantly different provisions for lifetime maximums, retiree cost-sharing,
health care providers, prescription drug coverage and other benefits.
Postretirement life insurance benefits are generally insured by life insurance
policies and cover employees who retired on or before December 31, 1993. Life
insurance benefits vary by plan, ranging from $1,000 to $250,000. Certain
employees become eligible for the postretirement health care benefits if they
meet minimum age and service requirements and retire from full-time, active
service.
55
<PAGE> 57
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following information regarding pension and postretirement benefit
plans includes discontinued operations. Changes in benefit obligations and in
plan assets and the funded status of the plans are as follows (in thousands):
<TABLE>
<CAPTION>
PENSION PLANS POSTRETIREMENT BENEFITS
----------------------- -----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
CHANGE IN BENEFIT OBLIGATIONS
Benefit obligations at January 1...... $ 787,091 $ 662,385 $ 141,678 $ 132,601
Service cost.......................... 40,683 37,377 3,331 3,052
Interest cost......................... 52,610 49,367 7,623 7,909
Plan amendments....................... -- 2,813 -- --
Participant contributions............. -- -- 2,042 2,073
Actuarial losses (gains)(1)........... (57,128) 86,647 (18,672) 4,996
Curtailment gains..................... -- (8,898) -- (327)
Dispositions.......................... (7,000) -- -- --
Special termination benefits.......... -- -- 365 --
Benefits paid......................... (47,500) (42,600) (8,453) (8,626)
---------- ---------- --------- ---------
Benefit obligations at December 31.... $ 768,756 $ 787,091 $ 127,914 $ 141,678
========== ========== ========= =========
CHANGE IN PLAN ASSETS
Fair value of plan assets at January
1................................... $1,146,168 $1,080,160 $ -- $ --
Actual return on plan assets.......... 277,703 102,355 -- --
Acquisitions.......................... 1,509 3,310 -- --
Dispositions.......................... (7,000) -- -- --
Company contributions................. 2,630 2,943 6,411 6,553
Participant contributions............. -- -- 2,042 2,073
Benefits paid......................... (47,500) (42,600) (8,453) (8,626)
---------- ---------- --------- ---------
Fair value of plan assets at December
31.................................. $1,373,510 $1,146,168 $ -- $ --
========== ========== ========= =========
FUNDED STATUS
Funded status (underfunded) at
December 31......................... $ 604,754 $ 359,077 $(127,914) $(141,678)
Unrecognized net actuarial losses
(gains)(2).......................... (185,134) 40,896 (50,739) (34,984)
Unrecognized prior service cost....... (4,886) (4,309) (42,458) (49,356)
Unrecognized net transition asset..... (869) (3,656) -- --
---------- ---------- --------- ---------
Net amount recognized................. $ 413,865 $ 392,008 $(221,111) $(226,018)
========== ========== ========= =========
</TABLE>
- ---------------
(1) The actuarial gains relate primarily to changes in the assumed discount
rate.
(2) The unrecognized net actuarial gains relate primarily to the higher actual
return on plan assets than was assumed and changes in the assumed discount
rate.
Amounts applicable to the Company's pension plans with accumulated benefit
obligations in excess of plan assets are (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
------------------
1999 1998
------- -------
<S> <C> <C>
Projected benefit obligations............................... $62,353 $61,044
Accumulated benefit obligations............................. 56,138 51,134
Fair value of plan assets................................... 13,420 13,348
</TABLE>
56
<PAGE> 58
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following sets forth the amounts recognized in the Consolidated Balance
Sheets (in thousands):
<TABLE>
<CAPTION>
PENSION PLANS POSTRETIREMENT BENEFITS
-------------------- ------------------------
DECEMBER 31 DECEMBER 31
-------------------- ------------------------
1999 1998 1999 1998
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Prepaid pension cost.................. $445,175 $419,471 $ -- $ --
Accrued benefit liability............. (45,941) (40,319) (221,111) (226,018)
Intangible asset...................... 4,593 5,545 -- --
Deferred income taxes................. 3,950 2,915 -- --
Accumulated other comprehensive
income.............................. 6,088 4,396 -- --
-------- -------- --------- ---------
Net amount recognized................. $413,865 $392,008 $(221,111) $(226,018)
======== ======== ========= =========
</TABLE>
Net periodic benefit cost (income) is as follows (in thousands):
<TABLE>
<CAPTION>
PENSION PLANS POSTRETIREMENT BENEFITS
-------------------------------- ---------------------------
1999 1998 1997 1999 1998 1997
--------- --------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Service cost................. $ 40,683 $ 37,377 $ 33,164 $ 3,331 $ 3,052 $ 2,732
Interest cost................ 52,610 49,367 47,287 7,623 7,909 8,204
Expected return on plan
assets..................... (110,815) (103,857) (93,753) -- -- --
Amortization of transition
asset...................... (2,787) (21,560) (21,560) -- -- --
Amortization of prior service
cost....................... 577 620 (44) (6,898) (6,992) (6,992)
Recognized net actuarial loss
(gain)..................... 528 241 (47) (2,918) (5,446) (3,218)
Special termination
benefits................... -- -- -- 365 -- --
--------- --------- -------- ------- ------- -------
Benefit cost (income)........ (19,204) (37,812) (34,953) 1,503 (1,477) 726
Curtailment gains............ -- (8,898) -- -- (327) --
--------- --------- -------- ------- ------- -------
Benefit cost (income) after
curtailments............... $ (19,204) $ (46,710) $(34,953) $ 1,503 $(1,804) $ 726
========= ========= ======== ======= ======= =======
</TABLE>
Assumptions used in the actuarial computations were as follows:
<TABLE>
<CAPTION>
PENSION PLANS POSTRETIREMENT BENEFITS
-------------------- -----------------------
DECEMBER 31 DECEMBER 31
-------------------- -----------------------
1999 1998 1997 1999 1998 1997
---- ---- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Discount rate............................ 7.25% 6.75% 7.50% 7.25% 6.75% 7.50%
Expected return on plan assets........... 9.75% 9.75% 9.75% N/A N/A N/A
Rate of compensation increase............ 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
</TABLE>
At December 31, 1999, the health care trend rate of 8.0% was assumed to
ratably decline to 4.75% by 2009 and remain at that level. The assumed health
care cost trend rate can significantly affect postretirement expense and
liabilities. A change of 1% in the health care cost trend rate would have the
following effects (in thousands):
<TABLE>
<CAPTION>
1-PERCENTAGE- 1-PERCENTAGE-
POINT INCREASE POINT DECREASE
-------------- --------------
<S> <C> <C>
Effect on total service and interest cost component...... $ 1,323 $(1,099)
Effect on postretirement benefit obligation.............. 10,934 (9,372)
</TABLE>
57
<PAGE> 59
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Benefits provided by the Employee Stock Option Plan (ESOP) are coordinated
with certain pension benefits and, as a result, the defined benefit plan
obligations are net of the actuarially equivalent value of the benefits earned
under the ESOP, with the maximum offset equal to the value of the benefits
earned under the defined benefit plan. The fair value of the ESOP assets was
$291.3 million and $264.7 million as of December 31, 1999 and 1998,
respectively. At December 31, 1999, the ESOP held 2.9 million shares of Series A
common stock and 1.4 million shares of Series C common stock. The final
contribution to the ESOP was in 1994 and the ESOP has been amended to
discontinue contributions by the Company. There are no unallocated shares in the
ESOP at December 31, 1999.
Substantially all employees over age 21 with one year of service are
eligible to participate in the Company's Savings Plus Plan. Eligible employees
may contribute from 1% to 15% of their basic compensation. The Company makes
matching contributions equal to 50% of employee before-tax contributions from 1%
to 6%. Employees may choose among twelve investment options, including a Company
common stock fund, for investing their contributions and the Company's matching
contribution. Defined contribution plan expense, primarily related to the
Savings Plus Plan, was $15.1 million, $15.1 million and $15.5 million for the
years ended December 31, 1999, 1998 and 1997, respectively.
NOTE 16 -- SEGMENT INFORMATION
The Company has three reportable business segments, Newspaper Publishing,
Professional Information and Magazine Publishing. The reportable segments are
each managed separately because they provide different products and services.
The Newspaper Publishing segment publishes daily metropolitan newspapers in the
east coast and west coast regions of the United States, as well as several
weekly newspapers. The Professional Information segment publishes aeronautical
charts and flight information. The Magazine Publishing segment publishes special
interest and trade magazines.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies (see Note 1). The Company
evaluates performance based on several factors, of which the primary financial
measure is segment operating profit. Total revenue by industry segment includes
sales to unaffiliated customers and intersegment sales, which are recorded at
market price. Revenues are attributed to geographic areas based on the location
of the assets producing the revenues.
Corporate and Other includes operations not directly related to the
operating segments and general corporate activities including corporate overhead
expenses, corporate investment income, interest expense on corporate debt and
the activities of the Company's affiliates, Eagle New Media and Eagle
Publishing. The Corporate and Other assets are principally comprised of cash and
cash equivalents, marketable securities and other investments. Substantially all
of the Company's investments accounted for under the equity method are in
Corporate and Other.
58
<PAGE> 60
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Financial data for the Company's segments is as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
REVENUES
Newspaper Publishing......................... $2,514,325 $2,308,178 $2,179,244
Professional Information..................... 235,356 211,929 195,339
Magazine Publishing.......................... 278,930 262,683 248,712
---------- ---------- ----------
Total reportable segments................. 3,028,611 2,782,790 2,623,295
Corporate and Other.......................... 638 1,198 21,845
Intersegment Revenues........................ -- -- (5)
---------- ---------- ----------
$3,029,249 $2,783,988 $2,645,135
========== ========== ==========
OPERATING PROFIT (LOSS)(1)
Newspaper Publishing......................... $ 457,067 $ 297,433 $ 402,207
Professional Information..................... 64,789 43,858 55,659
Magazine Publishing.......................... 19,184 (14,232) 18,309
---------- ---------- ----------
Total reportable segments................. 541,040 327,059 476,175
Corporate and Other.......................... (70,534) (79,261) (84,897)
---------- ---------- ----------
$ 470,506 $ 247,798 $ 391,278
========== ========== ==========
IDENTIFIABLE ASSETS
Newspaper Publishing......................... $2,290,708 $1,999,880 $1,792,286
Professional Information..................... 125,670 96,765 87,354
Magazine Publishing.......................... 287,268 271,457 263,521
---------- ---------- ----------
Total reportable segments................. 2,703,646 2,368,102 2,143,161
Corporate and Other.......................... 1,020,635 1,600,199 355,996
Discontinued Operations...................... 173,090 189,628 672,671
---------- ---------- ----------
$3,897,371 $4,157,929 $3,171,828
========== ========== ==========
DEPRECIATION AND AMORTIZATION
Newspaper Publishing......................... $ 125,019 $ 116,116 $ 106,919
Professional Information..................... 7,454 6,852 6,648
Magazine Publishing.......................... 8,667 7,740 7,040
---------- ---------- ----------
Total reportable segments................. 141,140 130,708 120,607
Corporate and Other.......................... 3,815 4,467 3,457
---------- ---------- ----------
$ 144,955 $ 135,175 $ 124,064
========== ========== ==========
CAPITAL EXPENDITURES
Newspaper Publishing......................... $ 151,807 $ 107,479 $ 78,760
Professional Information..................... 12,437 15,825 9,535
Magazine Publishing.......................... 3,768 1,651 2,243
---------- ---------- ----------
Total reportable segments................. 168,012 124,955 90,538
Corporate and Other.......................... 5,472 6,593 22,543
---------- ---------- ----------
$ 173,484 $ 131,548 $ 113,081
========== ========== ==========
</TABLE>
59
<PAGE> 61
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- ---------------
(1) Includes restructuring, one-time and other charges as follows (in
thousands):
<TABLE>
<CAPTION>
1998 1997
-------- -------
<S> <C> <C>
Newspaper Publishing........................................ $116,388 $18,000
Professional Information.................................... 11,889 --
Magazine Publishing......................................... 29,072 --
-------- -------
Total reportable segments................................. 157,349 18,000
Corporate and Other......................................... 17,021 --
-------- -------
$174,370 $18,000
======== =======
</TABLE>
The pretax charges in 1998 are comprised of restructuring and one-time
charges of $155.7 million and other charges that did not qualify for
accounting classification as restructuring charges of $18.7 million.
Substantially all revenues and assets of the Company's reportable segments
are attributed to or located in the United States. Non-U.S. revenues represent
less than 3% of total revenues and are principally related to the Company's
flight information business in Germany.
The Company does not have a single external customer who represents 10% or
more of its revenue.
Significant non-cash items excluding depreciation and amortization, were
non-cash restructuring, one-time and other charges in 1998 as follows (in
thousands):
<TABLE>
<CAPTION>
1998
-------
<S> <C>
Newspaper Publishing....................................... $19,043
Professional Information................................... 6,967
Magazine Publishing........................................ 20,718
-------
Total reportable segments................................ 46,728
Corporate and Other........................................ 6,055
-------
$52,783
=======
</TABLE>
A reconciliation of operating profit to income from continuing operations
before income taxes is set forth in the Consolidated Statements of Income.
60
<PAGE> 62
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 17 -- EARNINGS PER SHARE
The following table sets forth the calculation of basic and diluted
earnings per share (in thousands, except per share amounts):
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Earnings:
Income from continuing operations................ $259,062 $134,059 $234,655
Preferred stock dividends........................ (18,066) (21,697) (32,481)
-------- -------- --------
Earnings applicable to common shareholders for
basic earnings per share...................... 240,996 112,362 202,174
Effect of dilutive securities:
LYONs interest expense, net of tax............ 6,076 -- 3,925
-------- -------- --------
Earnings applicable to common shareholders for
diluted earnings per share.................... $247,072 $112,362 $206,099
======== ======== ========
Shares:
Weighted average shares for basic earnings per
share......................................... 68,252 84,814 92,572
Effect of dilutive securities:
Stock options................................. 1,924 2,114 2,358
LYONs convertible debt........................ 2,914 -- 2,083
-------- -------- --------
4,838 2,114 4,441
-------- -------- --------
Adjusted weighted average shares and assumed
conversions for diluted earnings per share.... 73,090 86,928 97,013
======== ======== ========
Basic earnings per share from continuing
operations....................................... $ 3.53 $ 1.32 $ 2.18
======== ======== ========
Diluted earnings per share from continuing
operations....................................... $ 3.38 $ 1.29 $ 2.12
======== ======== ========
</TABLE>
The Company has convertible preferred stock and certain stock options
outstanding which are not included in the calculation of diluted earnings per
share because the effects are antidilutive. The convertible preferred stock,
stock options and the LYONs are described in Note 13, Note 14 and Note 12,
respectively.
NOTE 18 -- OTHER COMPREHENSIVE INCOME
Other comprehensive income primarily consists of unrealized gains (losses)
on available-for-sale securities as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
-------- ------- --------
<S> <C> <C> <C>
Unrealized gains (losses) arising during period, net
of taxes of $3,555, $17,712 and $(12,929)......... $ 5,421 $25,753 $(18,850)
Reclassification adjustments for gains realized in
net income, net of taxes of $9,825, $6,703 and
$13,398........................................... (14,285) (9,647) (19,320)
-------- ------- --------
Change in net unrealized gains (losses) on
securities........................................ $ (8,864) $16,106 $(38,170)
======== ======= ========
</TABLE>
Accumulated other comprehensive income for each classification is as
follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
-------------------
1999 1998
------- --------
<S> <C> <C>
Net unrealized gains on securities, net of the change in
PEPS fair value
(see Note 12)............................................. $35,708 $ 44,572
Minimum pension liability adjustment........................ (6,088) (4,396)
Foreign currency translation adjustments.................... (2,741) (13,685)
------- --------
$26,879 $ 26,491
======= ========
</TABLE>
61
<PAGE> 63
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 19 -- COMMITMENTS AND CONTINGENCIES
The future net minimum lease payments as of December 31, 1999 for all
noncancelable operating leases, excluding future obligations included in the
restructuring liabilities on the Consolidated Balance Sheets, are as follows (in
thousands):
<TABLE>
<S> <C>
2000...................................................... $ 28,916
2001...................................................... 26,566
2002...................................................... 23,051
2003...................................................... 19,586
2004...................................................... 17,095
Thereafter................................................ 65,384
--------
Total........................................... $180,598
========
</TABLE>
Rental expense under operating leases was $38.5 million, $34.2 million and
$36.9 million for the years ended December 31, 1999, 1998 and 1997,
respectively. Capital leases, contingent rentals and sublease income are not
significant.
To assure a long-term supply of newsprint, the Company has certain
agreements with suppliers to purchase specified quantities of newsprint over
terms not exceeding five years at prevailing market prices.
The Company and its subsidiaries are defendants in various actions for
matters arising out of their business operations. In addition, from time to
time, the Company and its subsidiaries are involved as parties in various
governmental and administrative proceedings. The Company does not believe that
any such proceedings currently pending will have a material adverse effect on
its consolidated financial position, although an adverse resolution in any
reporting period of one or more of these matters could have a material impact on
results of operations for that period.
NOTE 20 -- SUBSEQUENT EVENTS (UNAUDITED)
In February 2000, Gilat Communications Ltd. acquired Allen Communication.
The Company also entered into agreements in February 2000 to sell StayWell to a
subsidiary of Havas MediMedia S.A., and to sell The Sporting News to Vulcan
Ventures Inc. These dispositions are expected to be completed in March 2000.
On March 13, 2000, Times Mirror and Tribune Company (Tribune) signed a
definitive agreement for the merger of the two companies in a cash and stock
transaction valued at approximately $8 billion based on the closing price of
Tribune common stock on March 10, 2000. Under the terms of this agreement,
Tribune will make a cash tender offer for up to 28 million shares of the
Company's common stock, which represents approximately 48% of the shares of
common stock outstanding as of March 13, 2000, at a price of $95 per share.
Following completion of the tender offer, Times Mirror and Tribune will merge in
a transaction in which each share of Times Mirror common stock is converted into
2.5 shares of Tribune common stock. In addition, if fewer than 28 million Times
Mirror common shares are purchased in the tender offer, Times Mirror
shareholders will be permitted to elect cash, at a price of $95 per share, in
the merger, up to the balance of the 28 million shares. The merger is subject to
the approval of the shareholders of both companies and other customary
conditions, including regulatory approvals. Times Mirror expects the tender
offer to be completed in mid-April and the merger to be completed in the second
or third quarter of 2000.
62
<PAGE> 64
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 21 -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
A summary of the unaudited quarterly results of operations is as follows
(in thousands, except per share amounts):
<TABLE>
<CAPTION>
1999 QUARTERS ENDED
------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues.................................. $699,207 $753,751 $739,730 $836,561
Costs and expenses:
Cost of sales........................... 391,037 417,759 393,432 413,045
Selling, general and administrative
expenses............................. 215,869 202,483 238,157 286,961
-------- -------- -------- --------
Operating profit.......................... 92,301 133,509 108,141 136,555
Interest expense, net..................... (6,301) (10,428) (13,910) (26,275)
Other, net................................ 1,035 20,983 2,070 1,611
-------- -------- -------- --------
Income from continuing operations before
income taxes............................ 87,035 144,064 96,301 111,891
Income tax provision...................... 36,986 59,505 39,366 44,372
-------- -------- -------- --------
Income from continuing operations......... 50,049 84,559 56,935 67,519
Discontinued operations, net.............. (1,236) 755 130 375
-------- -------- -------- --------
Net income................................ $ 48,813 $ 85,314 $ 57,065 $ 67,894
======== ======== ======== ========
Basic earnings (loss) per common share(1):
Continuing operations................... $ .61 $ 1.10 $ .76 $ 1.10
Discontinued operations................. (.02) .01 -- --
-------- -------- -------- --------
Basic earnings per share.................. $ .59 $ 1.11 $ .76 $ 1.10
======== ======== ======== ========
Diluted earnings (loss) per common
share(1):
Continuing operations................... $ .60 $ 1.04 $ .73 $ 1.03
Discontinued operations................. (.02) .01 -- --
-------- -------- -------- --------
Diluted earnings per share................ $ .58 $ 1.05 $ .73 $ 1.03
======== ======== ======== ========
</TABLE>
63
<PAGE> 65
THE TIMES MIRROR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
1998 QUARTERS ENDED
------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues.................................. $658,767 $698,007 $ 677,128 $750,086
Costs and expenses:
Cost of sales........................... 366,130 369,804 368,140 340,449
Selling, general and administrative
expenses............................. 206,812 206,789 216,303 306,082
Restructuring and one-time charges...... -- 34,850 46,262 74,569
-------- -------- ---------- --------
Operating profit.......................... 85,825 86,564 46,423 28,986
Interest expense, net..................... (8,001) (13,831) (5,008) (1,755)
Other, net................................ (487) 7,811 9,173 9,304
-------- -------- ---------- --------
Income from continuing operations before
income taxes............................ 77,337 80,544 50,588 36,535
Income tax provision...................... 31,915 31,928 31,293 15,809
-------- -------- ---------- --------
Income from continuing operations......... 45,422 48,616 19,295 20,726
Discontinued operations, net.............. (161) 585 1,057,254 225,601
-------- -------- ---------- --------
Net income................................ $ 45,261 $ 49,201 $1,076,549 $246,327
======== ======== ========== ========
Basic earnings per common share(1):
Continuing operations................... $ .45 $ .49 $ .16 $ .19
Discontinued operations................. -- .01 12.55 2.86
-------- -------- ---------- --------
Basic earnings per share.................. $ .45 $ .50 $ 12.71 $ 3.05
======== ======== ========== ========
Diluted earnings per common share(1):
Continuing operations................... $ .44 $ .48 $ .16 $ .19
Discontinued operations................. -- .01 12.26 2.80
-------- -------- ---------- --------
Diluted earnings per share................ $ .44 $ .49 $ 12.42 $ 2.99
======== ======== ========== ========
</TABLE>
- ---------------
(1) Quarterly and annual earnings per share amounts are calculated independently
based on the weighted average number of shares outstanding for each period.
64
<PAGE> 66
THE TIMES MIRROR COMPANY
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN THOUSANDS)
<TABLE>
<CAPTION>
CHARGED TO
BALANCE AT COSTS AND CHARGED DEDUCTIONS BALANCE AT
BEGINNING EXPENSES OR TO OTHER FROM END OF
OF PERIOD REVENUES ACCOUNTS RESERVES PERIOD
---------- ----------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1999
Allowance for doubtful accounts...... $25,956 $18,643 $ 2,423 $(20,741) $26,281
Allowance for returns................ 11,433 61,885 (2,160) (62,718) 8,440
------- ------- -------- -------- -------
$37,389 $80,528 $ 263(A) $(83,459) $34,721
======= ======= ======== ======== =======
Year ended December 31, 1998
Allowance for doubtful accounts...... $27,708 $19,240 $ 1,610 $(22,602) $25,956
Allowance for returns................ 11,131 59,191 (15) (58,874) 11,433
------- ------- -------- -------- -------
$38,839 $78,431 $ 1,595(A) $(81,476) $37,389
======= ======= ======== ======== =======
Year ended December 31, 1997
Allowance for doubtful accounts...... $25,659 $22,307 $ 836 $(21,094) $27,708
Allowance for returns................ 13,699 53,905 (1,506) (54,967) 11,131
------- ------- -------- -------- -------
$39,358 $76,212 $ (670)(A) $(76,061) $38,839
======= ======= ======== ======== =======
</TABLE>
- ---------------
(A) Primarily allowances of businesses acquired and sold.
Note: A detailed schedule of restructuring liabilities has been provided in Note
7 to the consolidated financial statements.
65
<PAGE> 67
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.
DIRECTORS OF THE REGISTRANT
CLASS II -- SERVING UNTIL THE 2000 ANNUAL MEETING AND UNTIL THEIR RESPECTIVE
SUCCESSORS ARE ELECTED AND QUALIFIED.
JOHN E. BRYSON, 56, has been a director of Times Mirror since 1991 and is a
member of the Nominating Committee and the Audit Committee. He is Chairman of
the Board and Chief Executive Officer of Edison International Company and its
largest subsidiary, Southern California Edison Company, a public utility. He has
held those positions since October 1990. Mr. Bryson holds a B.A. degree from
Stanford University and a J.D. degree from Yale Law School. Mr. Bryson is also a
director of The Boeing Co. and the W.M. Keck Foundation and a trustee of
Stanford University.
BRUCE CHANDLER, 63, has been a director of Times Mirror since 1975 and is a
member of the Finance Committee. He has decided not to stand for reelection at
the 2000 annual meeting of stockholders. He has been a private investor since
1989. From 1968 to 1989, he practiced law in the State of California. Mr.
Chandler is a graduate of the University of Southern California and holds a J.D.
degree from the University of San Diego School of Law. He is also related to
three other directors (Susan Babcock, Roger Goodan and Warren B. Williamson) and
is a beneficiary of Times Mirror largest stockholders, the Chandler Trusts. See
"Certain Relationships and Related Transactions".
ROGER GOODAN, 53, has been a director of Times Mirror since December 1998
and is a member of the Finance Committee. He is Vice President of Marketing for
Schlumberger GeoQuest. He has held this position since February 1999. Prior to
that, Mr. Goodan has held management positions throughout Schlumberger including
positions in operations, engineering and finance since 1973. Mr. Goodan holds
B.A. degrees from the University of California at Berkeley and Stanford
University. Mr. Goodan is also a director of the Stanford University Department
of Athletics. He is also related to three of other directors (Susan Babcock,
Bruce Chandler and Warren B. Williamson) and is a beneficiary of the Company's
largest stockholders, the Chandler Trusts. See "Certain Relationships and
Related Transactions".
DR. ALFRED E. OSBORNE, JR., 55, has been a director of Times Mirror since
1980 and is Chairman of the Audit Committee and a member of the Compensation
Committee, the Executive Compensation Subcommittee of the Compensation Committee
and the Nominating Committee. He is Director of the Harold Price Center for
Entrepreneurial Studies and Associate Professor of Business Economics at the
John E. Anderson Graduate School of Management at the University of California,
at Los Angeles. He has been with UCLA since 1972. From August 1977 to July 1979,
Dr. Osborne served as a Brookings Institution Economic Policy Fellow at the
Securities and Exchange Commission. He holds a Bachelor's Degree in Electrical
Engineering, a Master's Degree in Economics, a Master of Business Administration
in Finance and a Doctorate in Business -- Economics, all from Stanford
University. He is also a director of Greyhound Lines, Inc., Nordstrom, Inc. and
United States Filter Corporation. He is a trustee of WM Group of Funds and an
independent general partner of Technology Funding Venture Partners V, both of
which are 1940 Investment Company Act companies.
DR. EDWARD ZAPANTA, 61, has been a director of Times Mirror since 1988 and
is Chairman of the Nominating Committee and a member of the Audit Committee, the
Compensation Committee and the Executive Compensation Subcommittee of the
Compensation Committee. He is a practicing physician providing neurosurgical
care in the Los Angeles area. He has been in private practice since 1970. Dr.
Zapanta attended UCLA, received his M.D. degree from the University of Southern
California School of Medicine, and currently serves as a trustee of the
University of Southern California. He is a clinical professor of surgery,
department of Neurological Surgery, at the University of Southern California.
Dr. Zapanta is also Senior
66
<PAGE> 68
Medical Director of HealthCare Partners Medical Group and a director of Edison
International, East-West Bancorp, Inc. and the Irvine Foundation.
CLASS III -- SERVING UNTIL THE 2001 ANNUAL MEETING AND UNTIL THEIR RESPECTIVE
SUCCESSORS ARE ELECTED AND QUALIFIED.
SUSAN BABCOCK, 34, has been a director of Times Mirror since March 2000.
She currently holds a position at Sameday.com, a distribution and fulfillment
company serving e-commerce enterprises. Prior to that, Ms. Babcock served at the
Los Angeles Times in a variety of operations management positions from 1988 to
1995 and again from 1998 to 1999. Ms. Babcock is a graduate of Trinity College
and received an M.B.A. from the Stanford Graduate School of Business and an M.A.
degree from Stanford University School of Education. She is a trustee of the
National Parks Conservation Association. She is also related to three of other
directors (Bruce Chandler, Roger Goodan and Warren B. Williamson) and is a
beneficiary of Times Mirror's largest stockholders, the Chandler Trusts. See
"Certain Relationships and Related Transactions".
CLAYTON W. FRYE, JR., 69, has been a director of Times Mirror since 1988
and is Chairman of the Compensation Committee and the Executive Compensation
Subcommittee of the Compensation Committee. He is the Senior Associate of
Laurance S. Rockefeller. He has served in that capacity since 1973 and is
responsible for overseeing and directing Mr. Rockefeller's business, real estate
and investment interests as well as managing his own business and real estate
interests. Mr. Frye is a graduate of Stanford University where he received both
a B.A. degree and an M.B.A. degree. He is a partner in Rockefeller and
Associates Realty, and several privately-held companies including King Ranch,
Inc. Mr. Frye is a Trustee of The White House Historical Association, Historic
Hudson Valley, Inc., and is Chairman of The Woodstock Foundation and Jackson
Hole Preserve, Inc.
WILLIAM STINEHART, JR., 56, has been a director of Times Mirror since 1991
and is a member of the Nominating Committee and the Finance Committee. He is a
partner in the law firm of Gibson, Dunn & Crutcher LLP where he has practiced
law since 1969. Gibson, Dunn & Crutcher LLP has provided legal services to the
Company and its subsidiaries for many years and may continue to do so in the
future. Mr. Stinehart holds a B.A. degree from Stanford University and a J.D.
degree from UCLA Law School, and is a member of the Board of Trustees of the
Harvey and Mildred Mudd Foundation. He is also a trustee of Times Mirror's
largest stockholders, the Chandler Trusts. See "Certain Relationships and
Related Transactions".
MARK H. WILLES, 58, is Chairman of the Board, President and Chief Executive
Officer of Times Mirror. A director of Times Mirror since June 1, 1995, Mr.
Willes was also elected President and Chief Executive Officer of Times Mirror at
that time. He was elected Chairman of the Board effective January 1, 1996. In
addition, he served as Publisher of the Los Angeles Times from October 1997 to
June 1999. Prior to joining Times Mirror, Mr. Willes was employed by General
Mills, Inc., commencing in 1980, where he held a variety of positions including
Chief Financial Officer, President and Chief Operating Officer and, at the time
of his departure, Vice Chairman of the Board of Directors. He was also a
director of that company. Mr. Willes was President of the Federal Reserve Bank
of Minneapolis from 1977 to 1980. In 1971, Mr. Willes joined the Philadelphia
Reserve Bank where he held a number of positions including Director of Research
and First Vice President. He was Assistant Professor of Finance and Commerce at
the University of Pennsylvania from 1967 to 1971. Mr. Willes received an
undergraduate degree from Columbia College and a doctorate from Columbia
Graduate School of Business. He is also a director of The Black & Decker
Corporation and The Talbots, Inc.
CLASS I -- SERVING UNTIL THE 2002 ANNUAL MEETING AND UNTIL THEIR RESPECTIVE
SUCCESSORS ARE ELECTED AND QUALIFIED.
DONALD R. BEALL, 61, has been a director of Times Mirror since 1990 and is
a member of the Compensation Committee, the Executive Compensation Subcommittee
of the Compensation Committee and the Nominating Committee. He is Chairman of
the Executive Committee and Retired Chairman of the Board and Chief Executive
Officer of Rockwell International Corporation, a leader in industrial
automation, avionics and communications systems markets. Prior to assuming his
positions as Chairman of the Board and Chief Executive Officer in February 1988,
Mr. Beall served as President and Chief Operating Officer of Rockwell
International for ten years. Mr. Beall received a B.S. degree from San Jose
State University and a M.B.A.
67
<PAGE> 69
degree from the University of Pittsburgh. Currently, he is a director of
Rockwell International Corporation, Procter & Gamble Company, Meritor
Automotive, Inc. and Conexant Systems, Inc. Mr. Beall is an active investor,
director and/or advisor with several venture capital firms, individual companies
and investment partnerships. Mr. Beall is also active in a diverse group of
business, professional, educational, public service and philanthropic
activities.
SHERRY L. LANSING, 55, has been a director of Times Mirror since December
1998 and is a member of the Compensation Committee. She is Chairman and Chief
Executive Officer of the Motion Picture Group of Paramount Pictures, a leading
global entertainment company. She is responsible for overseeing all aspects of
motion picture operations of Paramount Picture's Motion Picture Group. Prior to
being named Chairman in 1992, Ms. Lansing headed her own independent production
company. Ms. Lansing received a B.S. degree from Northwestern University.
DAWN GOULD LEPORE, 46, has been a director of Times Mirror since December
1998 and is a member of the Finance Committee. She is Vice Chairman and Chief
Information Officer of the Charles Schwab Corporation, one of the nation's
largest financial service firms. She is responsible for the Charles Schwab
Corporation's worldwide use of information technology, including all
telecommunications, operations and customer and business applications. Prior to
assuming her position in 1993, Ms. Lepore was Senior Vice President of
Information Technology for the Charles Schwab Corporation and had held other
positions since joining the Company in 1983. Ms. Lepore received a B.A. degree
from Smith College. She is also a director of eBay, Inc. and Viador, Inc.
ROBERT W. SCHULT, 50, has been a director of Times Mirror since July 1998
and is a member of the Audit Committee and the Finance Committee. He was
President and Chief Operating Officer of Nestle USA, Inc., a subsidiary of
Nestle S.A., a food company from July 1996 until January 2000. Prior to that,
Mr. Schult served as President of the Nestle Food Company, an operating company
of Nestle USA, for 6 years. Mr. Schult received a B.A. degree from the
University of North Carolina.
WARREN B. WILLIAMSON, 71, has been a director of Times Mirror since 1977
and is Chairman of the Finance Committee and a member of the Compensation
Committee. He is related to three other directors (Susan Babcock, Bruce Chandler
and Roger Goodan) and is Chairman of the Board of Trustees and a beneficiary of
the Company's largest stockholders, the Chandler Trusts. See "Certain
Relationships and Related Transactions". In 1989, Mr. Williamson retired from
Crowell, Weedon and Co., a stock brokerage firm with which he had been
associated since 1970. Mr. Williamson is a graduate of Claremont Men's College.
He is a director of Hollywood Park, Inc. and Chairman Emeritus of the Trustees
of the Art Center College of Design.
EXECUTIVE AND KEY OFFICERS OF THE REGISTRANT
See "Part I -- Executive and Key Officers of the Registrant" for
information about the Company's executive and key officers.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Times Mirror's executive
officers and directors, and persons who beneficially own more than 10% of Times
Mirror's Common Stock, to file initial reports of ownership and changes in
ownership with the Securities and Exchange Commission. Based on a review of the
copies of such forms furnished to Times Mirror and written representations from
Times Mirror's executive officers and directors, Times Mirror believes that all
forms were filed in a timely manner during fiscal 1999, except a Form 3 for
Raymond Jansen, an Executive Vice President, that was filed late.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth information with respect to compensation of
the chief executive officer of the Company, each of the four most highly
compensated executive officers of the Company (other than the chief executive
officer) serving in such capacity at December 31, 1999. It also includes
information with respect to a former Chief Financial Officer, Thomas Unterman,
who resigned as such effective December 27, 1999. This table includes
information for each individual for services in all capacities to the Company
for the
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<PAGE> 70
fiscal years ended December 31, 1999, 1998 and 1997, unless otherwise noted.
Additionally, in March 2000 the Times Mirror Board adopted compensation and
severance payments for certain executive officers upon a change of control.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- ----------------------- -------
SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK STOCK LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) ($)(3) (#)(4) ($) ($)(5)
--------------------------- ---- ------- --------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mark H. Willes..................... 1999 924,519 2,081,250 69,936 522,827 200,000 -- 8,825
Chairman of the Board, President 1998 900,000 2,025,000 37,642 508,002 200,000 -- 9,015
and Chief Executive Officer 1997 905,770 1,968,750 9,700 494,606 200,000 -- 69,972
Kathryn M. Downing................. 1999 499,039 534,750 12,737 134,351 40,000 -- 56,978
Executive Vice President, 1998 448,923 712,501 7,076 112,914 40,000 -- 143,471
and Publisher, Los Angeles Times 1997 389,808 325,277 1,536 81,754 30,000 -- 6,694
Raymond A. Jansen, Jr.............. 1999 441,519 506,250 1,351 127,211 40,000 -- 6,707
Executive Vice President, 1998 390,000 402,750 0 101,074 30,000 -- 6,625
Eastern Newspapers 1997 374,808 360,000 0 90,443 36,000 -- 6,507
Horst A. Bergmann.................. 1999 447,307 372,938 17,427 93,713 40,000 -- 6,757
Executive Vice President, 1998 427,885 195,000 14,425 48,948 30,000 -- 6,731
President and Chief Executive 1997 369,617 354,375 5,853 89,043 30,000 -- 6,505
Officer, Jeppesen
Efrem Zimbalist III................ 1999 399,327 318,750 0 80,087 40,000 -- 6,503
Executive Vice President, 1998 361,923 389,375 0 97,731 30,000 -- 6,319
and Chief Financial Officer 1997 301,654 315,000 0 0 25,000 -- 3,781
Thomas Unterman(6)................. 1999 599,038 -- 21,028 169,575 50,000 -- 682,413
1998 549,999 1,562,500 12,226 141,142 65,000 -- 11,124
1997 517,308 506,250 3,621 127,179 65,000 -- 7,084
</TABLE>
- ---------------
(1) An officer may elect to take his or her bonus award in the form of cash or
deferred cash. An officer may also elect to take 25% of such bonus award in
shares of Series A Common Stock. The amounts shown in this column for 1998
include special bonus payments of $1,000,000 for Mr. Unterman and $450,000
for Ms. Downing in recognition of the successful completion of the
divestitures of Matthew Bender & Company, Incorporated, Shepard's Company
and Mosby, Inc. The amounts include bonuses earned in the indicated year and
paid in the subsequent year and exclude bonuses paid in the indicated year
but earned in the preceding year.
(2) Represents amounts paid in cash as allowances for certain perquisites or to
reimburse the named officers for the tax impact of certain perquisites. Also
represents amounts credited on deferred compensation at above-market
interest rates. None of the named executive officers received perquisites or
other personal benefits in an amount sufficient to require inclusion in this
column.
(3) Restricted stock grants relate to Times Mirror's Series A Common Stock.
Dollar amounts shown in this column equal the number of shares of restricted
stock awarded multiplied by the closing market price of Times Mirror's
Series A Common Stock on the grant date, net of any consideration paid. The
restricted shares granted for special restricted stock awards vest 25%
commencing on the second anniversary of the date of award and 25% on each
successive anniversary of the award date. Under Times Mirror's matching
bonus restricted stock program under The Times Mirror Company 1996
Management Incentive Plan, certain officers of Times Mirror can elect to
place shares of Series A Common Stock on deposit with Times Mirror in an
amount equal to 25% of their bonus, which Times Mirror then matches with the
same number of restricted shares. The restricted shares granted on February
5, 1998 for 1997 compensation, February 4, 1999 for 1998 compensation and on
February 3, 2000 for 1999 compensation, under the matching restricted stock
program will vest 100% after four years or upon a change of control,
provided that the officer does not terminate employment with Times Mirror
prior to that time or withdraw the shares deposited with Times Mirror for
the match. An amount equal to regular dividends is paid on restricted
shares. As of December 31, 1999, the number and value of restricted stock
award holdings, which do not include the restricted shares granted on
February 3, 2000 for 1999 compensation were as follows: 33,729 ($2,259,843)
for Mr. Willes, 7,908 ($529,836) for Ms. Downing, 5,082 ($340,494) for
69
<PAGE> 71
Mr. Jansen, 3,264 ($218,688) for Mr. Bergmann, 1,783 ($119,461) for Mr.
Zimbalist and 13,175 ($882,725) for Mr. Unterman.
(4) Options reported for Mr. Unterman for 1997 and 1998 include a special
performance award of 15,000 stock options. Options reported for Messrs.
Jansen and Zimbalist for 1999 include a promotional award of 10,000 stock
options granted on March 5, 1999. Options reported for Mr. Jansen for 1997
include a special performance award of 6,000 stock options.
(5) The amounts shown in this column for 1999 consist of the following:(i) Mr.
Willes, $4,025 of term life insurance premiums paid and $4,800 for matching
Company contributions under the Times Mirror Saving's Plus Plan (the
"Savings Plan"); (ii) Ms. Downing, $50,000 housing differential payment (see
"Certain Relationships and Related Transactions"), $2,178 of term life
insurance premiums paid and $4,800 for matching Company contributions under
the Savings Plan; (iii) Mr. Jansen, $1,907 of term life insurance premiums
paid and $4,800 for matching Company contributions under the Savings Plan;
(iv) Mr. Bergmann, $1,957 of term life insurance premiums paid and $4,800
for matching Company contributions under the Savings Plan; (v) Mr.
Zimbalist, $1,703 of term life insurance premiums paid and $4,800 for
matching Company contributions under the Savings Plan; and (vi) Mr.
Unterman, $675,000 as a special payment (see "Certain Relationships and
Related Transactions"), $2,613 of term life insurance premiums paid and
$4,800 for matching Company contributions under the Savings Plan. The
amounts shown in this column for 1998 consist of the following: (i) Mr.
Willes, $4,215 of term life insurance premiums paid and $4,800 for matching
Company contributions under the Savings Plan; (ii) Ms. Downing, $50,000
housing differential payment (see "Certain Relationships and Related
Transactions"), $86,595 for relocation assistance, $2,106 of term life
insurance premiums paid and $4,800 for matching Company contributions under
the Savings Plan; (iii) Mr. Jansen, $1,825 of term life insurance premiums
paid and $4,800 for matching Company contributions under the Savings Plan;
(iv) Mr. Bergmann, $1,931 of term life insurance premiums paid and $4,800
for matching Company contributions under the Savings Plan; (v) Mr.
Zimbalist, $1,638 of term life insurance premiums paid and $4,681 for
matching Company contributions under the Savings Plan; and (vi) Mr.
Unterman, $2,574 of term life insurance premiums paid, $4,800 for matching
Company contributions under the Savings Plan and $3,750 as a special
payment. The amounts shown under this column for 1997 consist of the
following: (i) Mr. Willes, $62,102 for relocation assistance (see "Certain
Relationships and Related Transactions"), $3,120 of term life insurance
premiums paid and $4,750 for matching Company contributions under the
Savings Plan; (ii) Ms. Downing, $1,944 for term life insurance premiums paid
and $4,750 for matching Company contributions under the Savings Plan; (iii)
Mr. Jansen, $1,757 of term life insurance premiums paid and $4,750 for
matching Company contributions under the Savings Plan; (iv) Mr. Bergmann,
$1,755 of term life insurance premiums paid and $4,750 for matching Company
contributions under the Savings Plan; (v) Mr. Zimbalist, $1,451 of term life
insurance premiums paid and $2,330 for matching Company contributions under
the Savings Plan; and (vi) Mr. Unterman, $2,334 of term life insurance
premiums paid and $4,750 for matching Company contributions under the
Savings Plan.
(6) Mr. Unterman was Executive Vice President and Chief Financial Officer until
December 27, 1999, at which time he resigned from his positions and
terminated active employment with Times Mirror. Mr. Unterman remains,
however, an employee of Times Mirror on terminal leave of absence pursuant
to the terms of a severance agreement. In lieu of his 1999 bonus incentive
award, Mr. Unterman received a special severance payment (reflected in the
last column) of $675,000. See also "Certain Relationships and Related
Transactions".
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<PAGE> 72
OPTION GRANTS TABLE
The following table sets forth all grants of stock options with respect to
shares of Series A Common Stock for 1999 to the named executive officers of the
Company under the Company's 1996 Management Incentive Plan.
OPTION GRANTS FOR FISCAL YEAR 1999
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS EMPLOYEES BASE PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FOR 1999 ($/SH) DATE VALUE($)(2)
---- ------------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Mark H. Willes.................. 200,000 4.532 54.6250 2/4/09 2,490,000
Kathryn M. Downing.............. 40,000 0.906 54.6250 2/4/09 498,000
Raymond A. Jansen, Jr........... 30,000 0.680 54.6250 2/4/09 373,500
10,000(3) 0.227 55.9688 3/5/09 132,800
Horst A. Bergmann............... 40,000 0.906 54.6250 2/4/09 498,000
Efrem Zimbalist III............. 30,000 0.680 54.6250 2/4/09 373,500
10,000(3) 0.227 55.9688 3/5/09 132,800
Thomas Unterman................. 50,000 1.133 54.6250 2/4/09 622,500
</TABLE>
- ---------------
(1) These options were granted at fair market value on February 4, 1999 (unless
otherwise indicated) and related to compensation for 1999. These options
were granted under Times Mirror's 1996 Management Incentive Plan ("MIP"),
have a ten-year term and may be initially exercised as to 25% of the
underlying shares on the first anniversary of the grant date, an additional
25% becoming exercisable on each successive anniversary date, with full
vesting on the fourth anniversary date. Upon a change in control as
described under the MIP, any previously unexercisable portion of the options
becomes exercisable.
(2) Present value determinations were made using the Black-Scholes option
pricing model. There is no assurance that any value realized by optionees
will be at or near the value estimated by that model. The ultimate values of
the options will depend on the future market price of the Series A Common
Stock, which cannot be forecast with reasonable accuracy. The actual value,
if any, an optionee will realize upon exercise of an option will depend upon
the excess, if any, of the market value of the Series A Common Stock on the
date the option is exercised over the exercise price of the option. For the
options granted on February 4, 1999, the model assumes (a) volatility of .23
derived by averaging the weekly historical volatility of Times Mirror over
the 52 week period prior to February 4, 1999; (b) a risk-free rate of return
based on the rate (4.87%) available on the grant date on zero-coupon U.S.
Government issues with a remaining term equal to the expected life of the
options (5 years); and (c) a dividend yield of 2.33% derived by taking Times
Mirror's target payout ratio divided by Times Mirror's static price to
earnings ratio. The Black-Scholes ratio for the options granted on February
4, 1999 was applied to the average of the low and high prices for the
trading day of February 4, 1999. For the options granted on March 5, 1999,
the model assumes (a) volatility of .23 derived by averaging the weekly
historical volatility of Times Mirror over the 52 week period prior to March
5, 1999; (b) a risk-free rate of return based on the rate (5.34%) available
on the grant date on zero-coupon U.S. Government issues with a remaining
term equal to the expected life of the options (5 years); and (c) a dividend
yield of 2.33% derived by taking Times Mirror's target payout ratio divided
by Times Mirror's static price to earnings ratio. The Black-Scholes ratio
for the options granted on March 5, 1999 was applied to the average of the
low and high prices for the trading day of March 5, 1999.
(3) These options were granted at fair market value on March 5, 1999.
AGGREGATED OPTION EXERCISES IN 1999 AND OPTION VALUES AS OF DECEMBER 31, 1999
The following table sets forth certain information with respect to
exercises by the named executive officers of stock options with respect to
shares of Series A Common Stock during 1999, the number of
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<PAGE> 73
securities underlying unexercised options held by the named executive officers
at December 31, 1999 and the value of unexercised in-the-money options as of
December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AS OF VALUE OF UNEXERCISED
SHARES DECEMBER 31, 1999(#) IN-THE-MONEY
ACQUIRED ON VALUE --------------------------- OPTIONS AS OF
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE DECEMBER 31, 1999($)(1)
---- ----------- -------- ----------- ------------- ------------------------
<S> <C> <C> <C> <C> <C> <C>
Mark H. Willes................. -- -- 438,200 450,000 13,711,540 5,851,570
Kathryn M. Downing............. -- -- 83,350 91,250 2,278,910 1,228,517
Raymond A. Jansen, Jr.......... 24,211 862,042 68,400 85,500 1,737,029 1,176,798
Horst A. Bergmann.............. -- -- 103,592 83,750 3,492,166 1,161,252
Efrem Zimbalist III............ 12,450 365,402 13,700 75,000 271,866 937,266
Thomas Unterman................ -- -- 129,065 131,250 3,927,173 1,716,135
</TABLE>
- ---------------
(1) Represents the difference between the closing price of the Company's Series
A Common Stock on December 31, 1999 ($67.00) and the option price on the
date of grant.
RETIREMENT PLANS
The following table illustrates the maximum annual benefits payable as a
single life annuity under the basic benefit formula in the Pension Plan (see
below) to an officer or employee retiring at age 65 with the specified
combination of final average salary and years of credited service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE AT RETIREMENT
--------------------------------------------------------
FINAL AVERAGE SALARY 5 10 15 20 25
-------------------- -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 300,000................................ $ 26,250 $ 52,500 $ 78,750 $ 105,000 $ 131,250
400,000............................... 35,000 70,000 105,000 140,000 175,000
500,000............................... 43,750 87,500 131,250 175,000 218,750
600,000............................... 52,500 105,000 157,500 210,000 262,500
700,000............................... 61,250 122,500 183,750 245,000 306,250
800,000............................... 70,000 140,000 210,000 280,000 350,000
900,000............................... 78,750 157,500 236,250 315,000 393,750
1,000,000............................... 87,500 175,000 262,500 350,000 437,500
1,250,000............................... 109,375 218,750 328,125 437,500 546,875
1,500,000............................... 131,250 262,500 393,750 525,000 656,250
1,750,000............................... 153,125 306,250 459,375 612,500 765,625
2,000,000............................... 175,000 350,000 525,000 700,000 875,000
2,250,000............................... 196,875 393,750 590,625 787,500 984,375
2,500,000............................... 218,750 437,500 656,250 875,000 1,093,750
2,750,000............................... 240,625 481,250 721,875 962,500 1,203,125
3,000,000............................... 262,500 525,000 787,500 1,050,000 1,312,500
</TABLE>
The Company maintains a retirement income plan (the "Pension Plan") which
is a funded, qualified, non-contributory, defined benefit plan that covers most
employees including executive officers. The Pension Plan provides benefits based
on the participant's highest average salary for five consecutive years within
the ten years prior to retirement and the participant's length of service, which
is generally up to a maximum of 30 years beginning in 2006. Benefit amounts will
be offset by a portion of the primary Social Security benefit to be received by
the participant. A survivor's annuity for the beneficiary of a vested
participant is also provided.
In general, compensation covered by the Pension Plan includes salary and
wages, but does not include bonuses, overtime pay, income from exercises of
stock options or other unusual or extraordinary compensation. For the persons
whose compensation is shown in the Summary Compensation Table on page 69, up to
$160,000 paid in 1999 and designated as salary in that table is covered by the
Pension Plan. Credited years of
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<PAGE> 74
service under the Pension Plan as of December 31, 1999 were approximately 5
years for Mr. Willes, 4 years for Ms. Downing, 28 years for Mr. Jansen, 36 years
for Mr. Bergmann, 8 years for Mr. Zimbalist and 7 years for Mr. Unterman.
The amounts shown in the Pension Plan Table above have been calculated
without adjustment for Social Security benefits, and thus may be subject to
reduction to recognize primary Social Security benefits to be received by the
participant. The amounts shown in the Table above have also been calculated
without reference to the maximum limitations ($130,000 in 1999) imposed by the
Internal Revenue Code on benefits which may be paid under a qualified defined
benefit plan. Optional forms of payment available under the Pension Plan may
result in substantially reduced payments to an employee electing such an option.
In addition to the amounts shown in the above Pension Plan Table, certain
active participants employed on March 29, 1985 were eligible for a past service
benefit improvement as a single sum equal to 2% of their 1984 base salary (for
participants in the Supplemental Executive Retirement Plan (the "SERP"), 2% of
their aggregated 1984 base salary and 1984 annual bonus) multiplied by the years
of credited service before 1985. This amount will be increased by an amount
equal to interest, currently at 7% per annum, until termination or retirement
and then may be paid as a single sum or converted into an equivalent annuity
commencing at retirement. The estimated annual past service improvement benefit
from the pension plan and the SERP for the persons named in the Summary
Compensation Table and employed by the Company on March 29, 1985 is $8,304 for
Mr. Jansen.
The Company also maintains an Employee Stock Ownership Plan (the "ESOP").
Benefits provided by the ESOP are coordinated with benefits provided under the
Pension Plan so that benefits payable under the ESOP will be offset against
benefits otherwise payable under the Pension Plan. Effective January 1, 1995,
the Company discontinued its contributions to the ESOP for plan years after
1994. Certain officers of the Company were eligible to participate in the ESOP
and, subject to applicable limitations imposed by the Internal Revenue Code and
by the Employee Retirement Income Security Act of 1974 ("ERISA"), will be
entitled to receive shares which have been allocated to their accounts and other
benefits provided by the ESOP. Estimated individual account balances of Series A
and Series C Common Stock (aggregated for each individual) as of December 31,
1999 were as follows: 616 shares for Mr. Zimbalist and 726 shares for Mr.
Unterman.
The Company also maintains the SERP to provide retirement benefits for
certain officers of the Company designated by the Compensation Committee of the
Board of Directors. Participants in the SERP will be entitled to receive vested
benefits under the SERP in addition to benefits payable under all other employee
benefit plans. Prior to 1999, the Compensation Committee designated all the
persons named in the Summary Compensation Table as participants in the SERP.
Benefits payable under the SERP will be determined in substantially the
same manner as under the Pension Plan except that (a) covered compensation
includes both base salary and awards under the bonus-incentive program, and (b)
the amount payable will be calculated without regard to the provisions of
Section 415 of the Internal Revenue Code or other legal limits on benefits under
a qualified pension plan. The SERP provides that each participant will receive
benefits under the SERP at least equal to the difference between the amount he
or she would have been entitled to receive without regard to the maximum
limitations imposed by the Internal Revenue Code and the amount such participant
is entitled to receive under the Pension Plan. If a participant dies, his or her
beneficiary will be entitled to receive a lifetime annuity equal to
approximately one-half the amount the participating officer would have been
entitled to receive under the SERP as of the date of the participant's death.
The SERP is unfunded. Participants become vested under the same schedule as
in the Pension Plan or upon a change in control and each such participant will
be entitled to receive his or her benefits under the SERP commencing upon
retirement, provided that any such benefit commencing prior to age 65 will be
actuarially reduced to reflect its commencement prior to age 65.
The Company has established an ERISA excess retirement plan (the "Excess
Plan") to provide pension benefits for certain employees including officers of
the Company but excluding participants in the SERP. The Excess Plan provides
that each participant will receive benefits under the Excess Plan equal to the
difference
73
<PAGE> 75
between the amount he or she would have been entitled to receive without regard
to the maximum limitations imposed by the Internal Revenue Code and the amount
such participant is entitled to receive under the Pension Plan. Participants
will be vested under the Excess Plan under the same vesting provisions as the
Pension Plan. The Excess Plan is unfunded.
COMPENSATION OF DIRECTORS
The Board of Directors presently has fourteen directors, one of whom is a
salaried employee of Times Mirror. Salaried employees receive no additional
compensation or benefits for their service as directors. Except as noted below,
during 1999, each non-employee director received an annual retainer of 500
shares of Series A Common Stock. In addition, each of them received a cash
payment equal to the value of 500 shares of such stock, based on an average of
the prevailing market prices at the time. Non-employee chairpersons of
committees of the Board also received an annual retainer of 60 shares of Series
A Common Stock and a cash payment equal to the value of 60 shares of such stock.
A director may also elect to receive the cash portion of the annual retainer or
the chairperson retainer in the form of Series A Common Stock .
Non-employee directors also receive annually an option grant for 5,000
shares of Series A Common Stock under Times Mirror's 1997 Directors Stock Option
Plan. These stock options are immediately exercisable at a price equal to the
fair market value of the Series A Common Stock on the date of grant and have a
term of ten years.
Non-employee directors may elect to defer the receipt of any part of their
retainer. If a director defers receipt of the cash portion and/or stock portion
of the retainer, an amount valued with reference to shares of Series A Common
Stock will be credited to an unfunded stock unit account. During the deferral
period, this account will be credited with additional stock units equal to the
value of dividends declared on the Series A Common Stock represented by stock
units in the account. The aggregate value of the stock units will be distributed
in shares of Series A Common Stock under The Times Mirror Non-Employee Directors
Stock Plan at the end of the deferral period and over the payment period
selected by the director.
Prior to December 31, 1996, non-employee directors participated in Times
Mirror's Pension Plan for Directors, which provided for the payment after
retirement from the Board of an annual benefit equal to the sum of the amount of
the annual retainer at the time of retirement plus the amount of the Board and
committee attendance fees paid or payable for the calendar year preceding
retirement. The duration of the payment equaled the number of years of service
as an outside director.
In January 1997, the Board determined that benefit accruals under the
Pension Plan for Directors would cease effective December 31, 1996, and that no
future directors would be entitled to participate in the plan. Directors who
retired prior to 1997 will continue to receive benefits previously earned under
that pension plan and directors who were on the Board as of January 1, 1997 have
received or will receive (either in a lump sum payment or in installments) an
amount in lieu of benefits accrued under the pension plan as of December 31,
1996. For each director who elected to receive a future payment of such amount,
Times Mirror entered into an agreement with that director specifying Times
Mirror's obligation to accumulate amounts at 9% compounded annually and to make
payments at the date and over the period specified by the director.
For each non-employee director, Times Mirror provides $150,000 life
insurance coverage and $100,000 travel accident insurance for travel on Times
Mirror business.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
OWNERSHIP OF VOTING SECURITIES
As of March 8, 2000, Times Mirror had, for voting purposes, 36,286,678
shares of Series A Common Stock issued and outstanding and 18,196,797 shares of
Series C Common Stock issued and outstanding. Each share of Series A Common
Stock is entitled to one vote and each share of Series C Common Stock is
entitled to ten votes on all matters. The stockholders have the right to elect
directors by cumulative voting, with each share allocated a number of votes
equal to the votes to which the share is entitled times the number of directors
to be elected, which votes may be cast for one candidate or distributed among
any two or more candidates.
74
<PAGE> 76
BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS
The following table sets forth the ownership of the outstanding shares of
the voting securities of Times Mirror as of March 8, 2000 (except as otherwise
noted), held by persons known to Times Mirror to beneficially own more than 5%
of the outstanding shares of a class of voting securities of Times Mirror and by
certain employee benefit plan trusts maintained by Times Mirror for various
qualified retirement plans for employees of Times Mirror and its subsidiaries.
Unless otherwise indicated, beneficial ownership numbers represent shares over
which the beneficial owner has sole voting and dispositive power.
<TABLE>
<CAPTION>
SERIES A SERIES C
COMMON PERCENT OF COMMON PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER STOCK SERIES(1) STOCK SERIES(1)
------------------------------------ --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
The Trustees of the Chandler Trusts(2)(3)............ -- -- 14,521,654 79.80%
350 West Colorado Boulevard Suite 230
Pasadena, CA 91105
The Times Mirror Employee Stock Ownership Trust(4)... 2,864,934 7.90% 1,356,244 7.45%
Times Mirror Square
Los Angeles, CA 90053
Times Mirror Savings Plus Plan Trust(5).............. 2,057,887 5.67% 137,092 *
Times Mirror Square
Los Angeles, CA 90053
Putnam Investments, Inc.(6).......................... 4,932,511 13.59% -- --
Marsh & McLennan Companies, Inc.
Putnam Investment Management, Inc.
The Putnam Advisory Company, Inc.
One Post Office Square
Boston, MA 02109
FMR Corp.(7)......................................... 4,227,771 11.65% -- --
82 Devonshire Street
Boston, MA 02109
</TABLE>
- ---------------
* Less than one percent
(1) The percentages are based on the number of shares outstanding for voting
purposes of each class of voting securities as of March 8, 2000, as
reflected in the records of Times Mirror. Shares of Series C Common Stock
automatically convert into shares of Series A Common Stock upon being
transferred, other than transfers to certain permitted transferees as
specified in Times Mirror's Amended and Restated Certificate of
Incorporation.
(2) On March 8, 2000, the Chandler Trusts owned in the aggregate 14,521,654
shares of Series C Common Stock. In addition to her interests in shares held
by the Chandler Trusts, Gwendolyn Garland Babcock, a trustee of the Chandler
Trusts, holds 23,800 shares of Series A Common Stock (over all of which Mrs.
Babcock has sole voting and dispositive power), including 20,000 shares of
Series A Common Stock which she may acquire upon exercise of outstanding
stock options and 2,057 stock units deferred under The Times Mirror
Non-Employee Directors Stock Plan. Her husband holds 900 shares of Series A
Common Stock and 448 shares of Series C Common Stock. In addition to Mrs.
Babcock, four other trustees of the Chandler Trusts own Series A Common
Stock individually or as trustee as follows: 113,801 shares of Series A
Common Stock and 57,264 shares of Series C Common Stock owned by Camilla
Chandler Frost plus 106,650 shares of Series A Common Stock held by a
foundation controlled by her, her son, and William Stinehart, Jr.; 9,330
shares by William Stinehart, Jr. (of which he has sole voting and
dispositive power over 8,587 shares), including 5,000 shares of Series A
Common Stock which he may acquire upon the exercise of outstanding stock
options, 3,587 stock units deferred under The Times Mirror Non-Employee
Directors Stock Plan and 1,243 shares held as co-trustee, of which he
disclaims beneficial ownership; and 24,865 shares by Warren B. Williamson
(over all of which Mr. Williamson has sole voting and dispositive power),
including 20,000 shares of Series A Common Stock which he may acquire upon
the exercise of outstanding stock options and 4,582 stock units deferred
75
<PAGE> 77
under The Times Mirror Non-Employee Directors Stock Plan. On March 8, 2000,
the individuals who act as trustees of the Chandler Trusts (see "Certain
Relationships and Related Transactions") beneficially owned, or indirectly,
in their capacities as individuals and as trustees of the Chandler and other
trusts an aggregate of 279,346 shares of Series A Common Stock and
14,579,366 shares of Series C Common Stock constituting 0.77% of the shares
of Series A Common Stock and 80.12% of the shares of Series C Common Stock
outstanding on that date, representing 66.93% of the total voting interests
of all outstanding shares of Series A and Series C Common Stock. Unless
otherwise indicated, all beneficial ownership figures reported in this
footnote represent shares over which the beneficial owner shares voting and
dispositive power with others.
(3) The number of shares indicated above excludes 5,001,334 shares of Series A
Common Stock held by TMCT, LLC and 15,541,216 shares of Series A Common
Stock held by TMCT II, LLC. Such shares may be deemed to be beneficially
owned by the Chandler Trusts under Section 13(d) of the Exchange Act. The
Chandler Trusts and their respective trustees, however, disclaim beneficial
ownership of such shares. In addition, TMCT, LLC holds 411,784 shares of
Series A Preferred Stock and TMCT II, LLC holds 380,972 shares of Series D-1
Preferred Stock and 245,100 shares of Series D-2 Preferred Stock. The
Chandler Trusts and their respective trustees disclaim beneficial ownership
of such shares.
(4) Based on holdings as of January 31, 2000, shares of Times Mirror stock
allocated to participants' accounts in The Times Mirror Employee Stock
Ownership Plan ("ESOP") are voted by the participants themselves on matters
presented at meetings of stockholders. Shares with respect to which no
participant directions are received are customarily voted by Fidelity
Management Trust Company ("Fidelity"), as the trustee of the ESOP. The Plan
Administration Committee, which is appointed by the Board of Directors of
Times Mirror, also has authority and responsibility for the disposition of
the investment of the assets held in the ESOP, including the stock. This
Committee consists of four officers of Times Mirror, three of whom are Mark
H. Willes, Kathryn M. Downing and Efrem Zimbalist III.
(5) Based on holdings as of January 31, 2000, shares of Times Mirror stock held
in the Times Mirror Savings Plus Plan accounts or allocated to participants'
Payroll-Based Stock Ownership Plan ("PAYSOP") accounts are voted by the
participants themselves on matters presented at meetings of stockholders.
Shares allocated to the Times Mirror Savings Plus Plan accounts with respect
to which no participant directions are received will remain unvoted. Shares
allocated to the PAYSOP accounts with respect to which no participant
directions are received are customarily voted by Fidelity Management Trust
Company, as trustee of the Times Mirror Savings Plus Plan.
(6) This information is based solely on a Schedule 13G, dated March 6, 2000
filed with the Securities and Exchange Commission by Putnam Investments,
Inc. ("PI"). PI, a wholly owned subsidiary of Marsh & McLennan Companies,
Inc., wholly owns Putnam Investment Management, Inc. ("PIM"), which is the
investment adviser to the Putnam family of mutual funds, and The Putnam
Advisory Company, Inc. ("TPAC"), which is the investment adviser to Putnam's
institutional clients. PIM and TPAC both have dispositive power over the
shares as investment managers, but each of the mutual fund's trustees have
voting power over the shares held by each fund, and TPAC has shared voting
power over the shares held by the institutional clients.
(7) This information is based solely on a Schedule 13G dated February 14, 2000
filed with the Securities and Exchange Commission by FMR Corp. as a parent
holding company on behalf of certain stockholders of FMR Corp. and its
investment advisory subsidiary Fidelity Management & Research Company
("FMRC"). FMRC is the beneficial owner of 2,152,017 shares of Series A
Common Stock as a result of acting as investment advisor to various
registered investment companies. Edward C. Johnson 3d, Chairman of FMR
Corp., FMR Corp., through its control of FMRC, and the investment companies,
each has sole power to dispose of the 2,152,017 shares owned by the
investment companies. Neither Mr. Johnson nor FMR Corp. has the sole power
to vote the 2,152,017 shares owned directly by the investment companies,
which power resides in the board of trustees of the investment companies.
Fidelity Management Trust Company ("FMTC"), a subsidiary of FMR Corp., is
the beneficial owner of 2,075,754 shares of Series A Common Stock as a
result of it serving as investment manager of institutional accounts. Mr.
Johnson and FMR Corp., through its control of FMTC, each has sole
dispositive power over 2,075,754 shares and sole power to vote 2,075,754
shares of Class A Common
76
<PAGE> 78
Stock owned by the institutional accounts. Strategic Advisers, Inc. ("SAI"),
a subsidiary of FMR Corp. and a registered investment adviser, does not have
sole power to vote or direct the voting of shares of certain securities held
for clients and has sole dispositive power over such securities. As such,
FMR Corp.'s beneficial ownership may include shares beneficially owned
through SAI. See also Notes 4 and 5 above.
BENEFICIAL OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership as of March 8, 2000
(except as otherwise noted) of Times Mirror's common stock, including shares as
to which a right to acquire ownership exists within the meaning of Rule
13d-3(d)(1) under the Securities Exchange Act of 1934, of each director, each
person listed in the Summary Compensation Table on page 69, and a group of such
persons and other executive officers. For this purpose, the rules of the
Securities and Exchange Commission require that every person who has or shares
the power to vote or dispose of shares of stock be reported as a "beneficial
owner" of all shares as to which such power exists. As a consequence, many
persons may be deemed to be the "beneficial owners" of the same securities and
for this reason all shares of Series C Common Stock held by the trustees of the
Chandler Trusts (see Notes (2) and (3) beginning on page 75) are included in the
shares reported in the table below as "beneficially owned" by each director who
is also a trustee of the Chandler Trusts. None of the persons listed below
beneficially owns any shares of Times Mirror's Cumulative Redeemable Preferred
Stock, Series A, Series D-1 Preferred Stock or Series D-2 Preferred Stock (see
Note 3 on page 76). Unless otherwise indicated, beneficial ownership numbers
represent shares over which the beneficial owner has sole voting and dispositive
power.
TABLE OF BENEFICIAL OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
SERIES A COMMON STOCK SERIES C COMMON STOCK
--------------------------- ------------------------
PERCENT OF PERCENT OF
NAME TOTAL(1)(2) SERIES(3) TOTAL(1) SERIES(3)
---- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Susan Babcock.................................. 6,356 * 152 *
Donald R. Beall................................ 25,334(4)(5) * -- --
Horst A. Bergmann.............................. 140,496(6) * 1,890 *
John E. Bryson................................. 26,970(4) * -- --
Bruce Chandler................................. 22,248 * 14,521,654(7) 79.80%
Kathryn M. Downing............................. 129,234(6) * -- --
Clayton W. Frye, Jr............................ 28,453 * 190 *
Roger Goodan................................... 12,590(5) * -- --
Raymond A. Jansen, Jr.......................... 117,761(6) * -- --
Sherry L. Lansing.............................. 11,440 * -- --
Dawn Gould Lepore.............................. 12,503(4) * -- --
Dr. Alfred E. Osborne, Jr...................... 25,787(4) * 385 *
Robert W. Schult............................... 13,973 * -- --
William Stinehart, Jr.......................... 9,330(4)(5) * 14,521,654(7) 79.80%
Thomas Unterman(9)............................. 196,184(6) * 258 *
Mark H. Willes................................. 694,815(6) 1.88% -- --
Warren B. Williamson........................... 24,865(4) * 14,521,654(7) 79.80%
Dr. Edward Zapanta............................. 20,278(4)(8) * -- --
Efrem Zimbalist III............................ 47,426(6) * 219 *
All directors and executive officers as a group
(25 persons, including those named above).... 1,827,373 4.83% 14,535,128 79.88%
</TABLE>
- ---------------
* Less than 1%
(1) Includes shares held under Times Mirror's Savings Plus Plan (including the
PAYSOP) and Employee Stock Ownership Plan and allocated to the accounts of
the executive officers as of February 8, 2000. Also includes shares held in
Times Mirror's Dividend Reinvestment Plan as of December 31, 1999. Shares of
Series C Common Stock automatically convert into shares of Series A Common
Stock upon being
77
<PAGE> 79
transferred, other than transfers to certain permitted transferees as
specified in Times Mirror's Amended and Restated Certificate of
Incorporation.
(2) Includes shares which may be acquired upon the exercise of outstanding stock
options and that are currently exercisable within 60 days of March 8, 2000
as follows: 4,170 by Ms. Babcock; 20,000 by Mr. Beall; 128,592 by Mr.
Bergmann; 23,653 by Mr. Bryson; 20,000 by Mr. Chandler; 110,850 by Ms.
Downing; 20,000 by Mr. Frye; 10,400 by Mr. Goodan; 94,900 by Mr. Jansen;
10,400 by Ms. Lansing; 10,400 by Ms. Lepore; 20,000 by Dr. Osborne; 12,700
by Mr. Schult; 5,000 by Mr. Stinehart; 174,065 by Mr. Unterman; 588,200 by
Mr. Willes; 20,000 by Mr. Williamson; 15,000 by Dr. Zapanta; and 37,450 by
Mr. Zimbalist.
(3) The percentages are based upon the numbers of shares outstanding for voting
purposes for each class of voting securities as of March 8, 2000, as
reflected in the records of Times Mirror.
(4) Includes shares deferred under The Times Mirror Company Non-Employee
Directors Stock Plan.
(5) Includes shares held in trust, or other capacities, as to which beneficial
ownership is disclaimed. Mr. Beall shares voting and dispositive power with
respect to 1,243 shares. Includes 150 shares owned by Mr. Goodan's daughter,
who lives in his household. See Note (2) beginning on page 75 for voting and
dispositive power of other persons indicated.
(6) Includes shares of restricted stock, including shares granted under the
matching restricted stock program of The Times Mirror Company 1996
Management Incentive Plan.
(7) Includes shares held in the Chandler Trusts. See Notes (2) and (3) beginning
on page 75 and "Certain Relationships and Related Transactions".
(8) Includes shares held in an Individual Retirement Account.
(9) On terminal leave of absence pursuant to the severance agreement dated as of
December 27, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Four of Times Mirror's present directors (Susan Babcock, Bruce Chandler,
Roger Goodan and Warren B. Williamson) are cousins. Gwendolyn Garland Babcock,
Jeffrey Chandler, Camilla Chandler Frost, Douglas Goodan, William Stinehart,
Jr., Judy C. Webb and Warren B. Williamson are the trustees of two trusts known
as the "Chandler Trusts." Jeffrey Chandler is the brother of Bruce Chandler and
is the cousin of the other directors named above (other than Mr. Stinehart).
Camilla Chandler Frost and Judy C. Webb are cousins of each of the directors
named above (other than Mr. Stinehart). Douglas Goodan is the uncle of Roger
Goodan and is the cousin of the other directors named above (other than Mr.
Stinehart and Roger Goodan). Gwendolyn Garland Babcock is mother of Susan
Babcock and is the cousin of the other directors named above (other than Mr.
Stinehart and Susan Babcock). The trustees (other than Mr. Stinehart) and others
of their relatives are beneficiaries of the Chandler Trusts. The Chandler
Trusts, their trustees and the general family group of which they are members
may be deemed to be "parents" of Times Mirror within the meaning of the
Securities Act of 1933, as amended.
In September 1999, Times Mirror, including certain of its affiliates, and
the Chandler Trusts completed a recapitalization transaction pursuant to which
each contributed assets worth $1.24 billion to TMCT II, LLC, a newly formed
limited liability company ("TMCT II"). Times Mirror contributed preferred units
issued by the operating partnerships of eight unrelated real estate investment
trusts and $2,000,000 in cash and certain of its affiliates contributed a total
of $633,300,000 in cash or cash equivalents. The Chandler Trusts contributed
9,305,624 shares of Series A Common Stock, 6,235,592 shares of Series C Common
Stock, 380,972 shares of the Series C-1 Preferred Stock and 245,100 shares of
Series C-2 Preferred Stock. In connection with the recapitalization, Times
Mirror replaced the Series C-1 and C-2 Preferred Stock with Series D-1 and D-2
Preferred Stock effective January 1, 2000. The Series D-1 and D-2 Preferred
Stock are identical to the Series C-1 and C-2 Preferred Stock except that the
increases in the dividend rate on the Series D-1 and D-2 Preferred Stock are
pursuant to a fixed and certain schedule. Pursuant to the allocations of TMCT II
approximately $1,530,000 of dividends received on Times Mirror's stock by TMCT
II in 1999 were allocated to the Chandler Trusts.
In connection with that transaction, in September 1999, TMCT II invested
$500,000,000 in a newly formed investment fund, TMCT Ventures, L.P. ("TMCT
Ventures"), the general partner of which is Rustic
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Canyon Partners LLC ("Rustic Canyon Partners"). Rustic Canyon Partners, LCC is
entitled to receive 20% of the profits generated by TMCT Ventures, as calculated
in accordance with the limited partnership agreement of TMCT Ventures. Rustic
Canyon Partners did not earn any amount under this provision during 1999.
Another entity, Rustic Canyon Management, LLC ("Rustic Canyon Management"), will
earn a management fee of $7,500,000 per year for managing TMCT Ventures for the
next several years. For the period from September to December 1999, Rustic
Canyon Management earned $2,445,000 in such fees. Mr. Unterman, who resigned
from his positions with Times Mirror in December 1999, founded, and owns
approximately two-thirds of the equity of, Rustic Canyon Partners and Rustic
Canyon Management. During the period from September 4, 1999 through December 27,
1999 Mr. Unterman worked primarily on matters related to TMCT Ventures. Rustic
Canyon Management reimbursed Times Mirror for a portion of Mr. Unterman's 1999
compensation and for all the compensation of certain Rustic Canyon Management
employees as well as for facilities costs and costs of administrative support
for the period from September 4, 1999 to the end of the year. In connection with
Mr. Unterman's resignation, he entered into a severance agreement with Times
Mirror. This severance agreement provides for a one-time payment of $675,000 and
annual payments of $50,000 until December 31, 2004 in exchange for Mr.
Unterman's availability to provide consulting services to Times Mirror. Stock
options granted to Mr. Unterman continue to vest under this severance agreement
and restrictions on restricted stock previously granted to Mr. Unterman will
continue to lapse in accordance with the terms of the grant. The agreement
further provides for certain continuing employee benefits. The agreement
recognizes that during the term of the leave of absence that Mr. Unterman will
be providing services to TMCT, LLC, TMCT II, LLC and the Chandler Trusts.
In August 1997, Times Mirror and the Chandler Trusts consummated a
transaction that consisted of two parts. First, Times Mirror and the Chandler
Trusts made contributions of assets to a new limited liability company, TMCT,
LLC. Second, Chandis Securities Company, a company principally owned by one of
the Chandler Trusts, was merged into a subsidiary of Times Mirror. In forming
TMCT, LLC, Times Mirror contributed real property having an appraised value of
$226,000,000 and $249,000,000 in cash. The Chandler Trusts contributed
approximately 5 million shares of Series A Common Stock, valued at $254,000,000,
and $221,000,000 stated value of 8% Series A Preferred Stock. The real property
was leased back to Times Mirror under long-term leases and the cash was invested
in a portfolio of securities of unrelated issuers. Pursuant to the allocations
of TMCT, LLC, approximately $19,333,000 of the lease payments and $4,341,000 of
dividends received on Times Mirror's stock by TMCT, LLC in 1999 were allocated
to the Chandler Trusts.
Times Mirror entered into an agreement with Mr. Willes when he joined Times
Mirror in 1995 relating to the terms of his employment with Times Mirror. Under
that agreement, Mr. Willes was to serve as President and Chief Executive Officer
until January 1, 1996 and also as Chairman of the Board after that date. The
agreement specified his initial salary, target annual incentive bonus and
long-term incentive award and provided for Times Mirror to assume various costs
and obligations in connection with Mr. Willes' relocation to Los Angeles. Mr.
Willes is entitled to participate in retirement, deferred compensation,
insurance and other employee benefit programs. The agreement defined a special
supplemental retirement benefit to compensate Mr. Willes for the potential
future loss of retirement benefits resulting from his termination of employment
with his former employer. During the past few years, the Compensation Committee
has reviewed the level of benefits provided to Mr. Willes under this agreement
and has periodically made changes to the special retirement benefits to be
provided to Mr. Willes upon his retirement from Times Mirror to bring Mr.
Willes' retirement benefits into line with competitive practices for treatment
of Chief Executive Officers of comparable companies.
The latest of these amendments was approved by the Executive Compensation
Subcommittee of the Compensation Committee of the Times Mirror Board (the
"Executive Compensation Subcommittee") at its special meeting on March 2, 2000
and later reviewed, ratified and approved by the Times Mirror Board at its
special March 11, 2000 meeting. Under the March 2000 amendment, in the event
that Mr. Willes remains in his current position through the term of his contract
(which date was initially to be March 31, 2002, and was then changed to be the
earlier of the effective time of the proposed merger of Times Mirror into
Tribune Company, or March 31, 2002), in the event of Mr. Willes' death or
disability before the end of the term of the contract, or in the event that his
employment is terminated by Times Mirror before the term of the contract, Mr.
Willes will receive a special retirement benefit of $970,000 per year commencing
on April 1, 2002 and
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payable as a 50% joint and survivor annuity with his wife as the joint
annuitant. This benefit equals the total pension benefit from Times Mirror,
including benefits earned under the Times Mirror Pension Plan and the SERP. In
the event that Mr. Willes voluntarily terminates his employment prior to the
term of his contract, he will receive a retirement benefit determined under the
terms of the SERP, based on the highest 5 year average salary plus the highest 5
year average bonus, and the aggregate of his benefit service earned with Times
Mirror and his former employer (which would increase his benefit service by 15
years of service, for a total of approximately 20 years), offset by $204,332,
the benefit he earned under the pension plans maintained by his former employer.
The original employment agreement further provides that if Mr. Willes
terminates employment with Times Mirror prior to age 60 for "good reason" or if
his employment is terminated other than for "cause" or disability (as those
terms are defined in the agreement), Times Mirror will (a) pay two years' salary
and target bonus, (b) pay Mr. Willes' target annual bonus incentive award for
the year of termination, pro rated for the number of months of active employment
in such year, (c) treat such termination as an early termination for purposes of
determining benefits under various benefit plans, (d) seek to have the
restrictions on his restricted stock treated according to the terms applicable
in situations of early retirement, (e) provide for continued participation and
service credit under various retirement, deferred compensation, insurance and
other employee benefit programs, and (f) provide such other benefits as are
offered to retiring officers. In actions taken in March 2000 by the Executive
Committee Subcommittee, and later reviewed, ratified and approved by the Times
Mirror Board, the term of Mr. Willes' contract was amended to cease on the
earlier of March 31, 2002 or the effective time of the proposed merger of Times
Mirror into Tribune Company. Further, in accordance with Times Mirror's
practices established by the Compensation Committee in July 1997, if Mr. Willes
continues his employment through the term of his contract or if his employment
is terminated by Times Mirror before the term of his contract, Mr. Willes will
be provided with company-paid furnished and functional office space and
secretarial support for seven years after the termination of his employment.
On July 15, 1998, Times Mirror entered into an agreement with Ms. Downing
that after she transferred to the Los Angeles Times, Times Mirror would pay her
$50,000 per year, less appropriate withholding, to assist in her relocation to
Southern California. This amount is to be paid to her in an annual lump sum
payment for each of the next five years. The first payment was made as of July
1, 1998, and future payments will be made as of the next four anniversaries from
that date. These payments will be reduced for appropriate tax withholding but
will not be grossed up for taxes. These payments will cease in the event that
her employment with Times Mirror terminates during the five-year period.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) and (a)(2) Financial Statements and Financial Statement Schedules
filed as part of this report:
As listed in the Index to Financial Statements and Financial Statement
Schedule on page 27 hereof.
(a)(3) Exhibits filed as part of this report:
As listed in the Exhibit Index beginning on page 82 hereof.
(b) Reports on Form 8-K:
The Company filed a Current Report on Form 8-K dated October 12, 1999
filing a Statement of Eligibility of Trustee on Form T-1 of Citibank,
N.A.
The Company filed a Current Report on Form 8-K dated October 19, 1999
relating to the issuance of $200,000,000 of Times Mirror's 6.65% Notes
due October 15, 2001 and of $400,000,000 of Times Mirror's 7.45% Notes
due October 15, 2009.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE TIMES MIRROR COMPANY
By: /s/ EFREM ZIMBALIST III
------------------------------------
Efrem Zimbalist III
Executive Vice President
and Chief Financial Officer
Dated: March 29, 2000
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EXHIBIT INDEX
Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by Times Mirror, or its predecessor Old Times Mirror,
with the Securities and Exchange Commission, as indicated. All other documents
listed are filed with this report, unless otherwise indicated.
<TABLE>
<CAPTION>
EXHIBIT
NO.
- -------
<C> <S>
*2.1 Contribution Agreement among Times Mirror, certain
subsidiaries thereof, Chandler Trust No. 1 and Chandler
Trust No. 2, dated August 8, 1997 (Exhibit 10.2 to Current
Report on Form 8-K, dated August 8, 1997)
*2.2 Amended and Restated Agreement and Plan of Merger, dated as
of April 27, 1998, by and among Reed Elsevier U.S. Holdings
Inc., Reed Elsevier Overseas BV, CBM Acquisition Parent Co.,
CBM MergerSub Corp., Times Mirror, TMD, Inc. and Matthew
Bender Company, Incorporated (Exhibit 2.1 to Times Mirror's
Current Report on Form 8-K, dated July 31, 1998)
*2.3 Partnership Interest Purchase Agreement, dated as of April
26, 1998, by and among Times Mirror, Shepard's Inc., TM
ShepCo, Inc., Reed Elsevier Inc. and Reed Books Inc.
(Exhibit 2.2 to Times Mirror's Current Report on Form 8-K
dated July 31, 1998)
*2.4 Amended and Restated Agreement and Plan of Merger, dated as
of October 8, 1998 by and among Harcourt Brace & Company,
Mosby Parent Corp., Mosby Acquisition Corp., Times Mirror
and Mosby, Inc. (Exhibit 2.1 to Times Mirror's Current
Report on Form 8-K, dated October 9, 1998)
*2.5 Contribution Agreement among Times Mirror, certain
subsidiaries thereof, Eagle New Media Investments, LLC,
Eagle Publishing Investments, LLC and Chandler Trust No. 1
and Chandler Trust No. 2, dated September 3, 1999 (Exhibit
10.2 to Times Mirror's Current Report on Form 8-K, dated
September 3, 1999 and filed with the Securities and Exchange
Commission on September 7, 1999)
*2.6 Agreement and Plan of Merger dated as of March 13, 2000
between Tribune Company and Times Mirror (Exhibit 2.1 to
Times Mirror's Current Report on Form 8-K, dated October 13,
2000)
*2.7 Voting Agreement dated as of March 13, 2000 by and among
Tribune Company and the other parties set forth on the
signature pages thereto (Exhibit 2.2 to Times Mirror's
Current Report on Form 8-K, dated October 13, 2000)
*3.1 Restated Certificate of Incorporation of Times Mirror, as
filed with the Secretary of State of the State of Delaware
on January 23, 1995 (Exhibit to Times Mirror's Registration
Statement on Form S-4 (File No. 33-87482))
*3.2 Certificate of Amendment to Certificate of Incorporation of
Times Mirror, as filed with the Secretary of State of the
State of Delaware on February 1, 1995 (Exhibit to Times
Mirror's Registration Statement on Form S-4 (File No.
33-87482))
*3.3 Certificate of Designations of Series C Common Stock, as
filed with the Secretary of State of the State of Delaware
on January 23, 1995 (Exhibit to Times Mirror's Registration
Statement on Form S-4 (File No. 33-87482))
*3.4 Amended and Restated Bylaws of Times Mirror (Exhibit 3.4 to
Times Mirror's 1998 Annual Report on Form 10-K)
*3.5 Certificate of Designations of Series A Preferred Stock
(Exhibit 3.5 to Times Mirror's 1995 Annual Report on Form
10-K)
*3.6 Certificate of Designations of Series B Preferred Stock
(Exhibit 3.6 to Times Mirror's 1995 Annual Report on Form
10-K)
*3.7 Certificate of Designation of Series C-1 Preferred Stock
(Exhibit 4.1 to Times Mirror's Current Report on Form 8-K,
dated August 8, 1997)
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NO.
- -------
<C> <S>
*3.8 Certificate of Designation of Series C-2 Preferred Stock
(Exhibit 4.2 to Times Mirror's Current Report on Form 8-K,
dated August 8, 1997)
*3.9 Certificate of Designation of Series D-1 Preferred Stock
(Exhibit 3.9 to Times Mirror's 1999 Annual Report on Form
10-K)
*3.10 Certificate of Designation of Series D-2 Preferred Stock
(Exhibit 3.10 to Times Mirror's 1999 Annual Report on Form
10-K)
*4.1 Indenture by and between New TMC Inc. (subsequently changed
to The Times Mirror Company) and Wells Fargo Bank (successor
to First Interstate Bank of California), as Trustee for the
7 1/4% Debentures due 2013 and 7 1/2% Debentures due 2023,
dated January 30, 1995 (Exhibit 4.1 to Times Mirror's 1995
Annual Report on Form 10-K)
*4.2 Specimen Note for 7 1/4% Debenture due March 1, 2013 (New
TMC Inc., subsequently changed to The Times Mirror Company)
(Exhibit 4.2 to Times Mirror's 1995 Annual Report on Form
10-K)
*4.3 Specimen Note for 7 1/2% Debenture due July 1, 2023 (New TMC
Inc., subsequently changed to The Times Mirror Company)
(Exhibit 4.3 to Times Mirror's 1995 Annual Report on Form
10-K)
*4.4 Indenture dated March 19, 1996, by and between The Times
Mirror Company and Citibank, N.A., as Trustee for the 4 1/4%
PEPS due March 15, 2001 and the 7 1/4% Debentures due
November 15, 2096 (Exhibit 4.1 to Times Mirror's Current
Report on Form 8-K, dated March 19, 1996)
*4.5 Officers' Certificate dated as of March 19, 1996
establishing the terms of the PEPS and attaching the
Specimen Certificate for the 4 1/4% PEPS due March 15, 2001
and the Specimen Certificate of Global PEPS (Exhibit 4.2 to
Times Mirror's Current Report on Form 8-K, dated March 19,
1996)
*4.6 Officers' Certificate dated November 13, 1996 establishing
the terms of the 7 1/4% Debentures due November 15, 2096 and
attaching the specimen Form of Debenture (Exhibit 4.2 to
Times Mirror's Current Report on Form 8-K, dated November
13, 1996)
*4.7 Indenture dated April 15, 1997 between Times Mirror and
Citibank, N.A., as trustee (Exhibit 4.1 to Times Mirror's
Current Report on Form 8-K, dated April 9, 1997)
*4.8 Officer's Certificate dated September 9, 1997 establishing
the terms of the 6.61% Debentures due September 15, 2027 and
attaching the specimen Form of Debenture (Exhibit 4.2 to
Times Mirror's Current Report on Form 8-K, dated September
9, 1997)
*4.9 Officers' Certificate dated October 19, 1999 establishing
the terms of the 6.65% Notes due October 15, 2001 and the
7.45% Notes due October 15, 2009 and attaching specimen
Forms of Notes (Exhibit 4.2 to Times Mirror's Current Report
on Form 8-K, dated October 19, 1999)
*4.10 First Supplemental Indenture dated as October 19, 1999
between Times Mirror and Citibank, N.A., as trustee (Exhibit
4.3 to Times Mirror's Current Report on Form 8-K, dated
October 19, 1999)
*10.1 Deferred Compensation Plan for Executives (Exhibit 10.1 to
Times Mirror's 1994 Annual Report on Form 10-K)
*10.2 1987 Restricted Stock Plan (Exhibit II to Old Times Mirror's
definitive Proxy Statement, dated March 27, 1987)
*10.3 1984 Executive Stock Option Plan (Exhibit A to Old Times
Mirror's definitive Proxy Statement, dated April 23, 1984)
*10.4 1988 Executive Stock Option Plan (Exhibit A to Old Times
Mirror's Proxy Statement, dated March 30, 1988)
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NO.
- -------
<C> <S>
*10.5 Deferral Plan for Directors' Fees (Exhibit 10.8 to Old Times
Mirror's 1981 Annual Report on Form 10-K)
*10.6 The Times Mirror Pension Plan for Directors, as Amended and
Restated on March 5, 1987 (Exhibit 10.11 to Old Times
Mirror's 1986 Annual Report on Form 10-K)
*10.7 Deferred Compensation Plan for Non-Employee Directors
(Exhibit 10.7 to Times Mirror's 1994 Annual Report on Form
10-K)
*10.8 Non-Employee Director Stock Option Plan (Appendix A to Old
Times Mirror's definitive Proxy Statement, dated March 21,
1994)
*10.9 Agreement dated April 29, 1985 between Old Times Mirror and
Otis Chandler (Exhibit 10.10 to Old Times Mirror's 1985
Annual Report on Form 10-K)
*10.10 Letter Agreement amended and restated as of August 28, 1995
between Times Mirror and Mark H. Willes (Exhibit 10.10 to
Times Mirror's 1995 Annual Report on Form 10-K)
*10.11 1992 Key Employee Long-Term Incentive Plan (Appendix A to
Old Times Mirror's Proxy Statement, dated March 20, 1992)
*10.12 1996 Management Incentive Plan (Exhibit 10.12 to Times
Mirror's 1995 Annual Report on Form 10-K)
*10.13 Non-Employee Directors Stock Plan (Exhibit 10.13 to Times
Mirror's 1995 Annual Report on Form 10-K)
*10.14 The Times Mirror Company Non-Employee Directors Stock Plan
as amended and restated effective January 1, 1997 (Exhibit
10.14 to Times Mirror's 1996 Annual Report on Form 10-K)
*10.15 The Times Mirror Company 1997 Directors Stock Option Plan
(Exhibit 10.15 to Times Mirror's 1996 Annual Report on Form
10-K)
*10.16 Limited Liability Company Agreement of TMCT, LLC, dated
August 8, 1997 (Exhibit 10.1 to Times Mirror's Current
Report on Form 8-K, dated August 8, 1997)
*10.17 Lease Agreement between TMCT, LLC and Times Mirror, dated
August 8, 1997 (Exhibit 10.4 to Times Mirror's Current
Report on Form 8-K, dated August 8, 1997)
*10.18 Amended and Restated Limited Liability Company Agreement of
TMCT II, LLC, dated September 3, 1999 (Exhibit 10.1 to Times
Mirror's Current Report on Form 8-K, dated September 3, 1999
and filed with the Securities and Exchange Commission on
September 7, 1999)
*10.19 Letter Agreement between Times Mirror and Mary E. Junck
dated April 5, 1999 (Exhibit 10.19 to Times Mirror's 1999
Annual Report on Form 10-K)
*10.20 Letter Agreement between Times Mirror and Thomas Unterman
dated December 22, 1999 (Exhibit 10.20 to Times Mirror's
1999 Annual Report on Form 10-K)
*11 Computation of Earnings Per Share (Exhibit 11 to Times
Mirror's 1999 Annual Report on Form 10-K)
*12 Computation of Ratio of Earnings to Fixed Charges and Ratio
of Earnings to Fixed Charges and Preferred Stock Dividends
(Exhibit 12 to Times Mirror's 1999 Annual Report on Form
10-K)
*21 Subsidiaries of the Registrant (Exhibit 21 to Times Mirror's
1999 Annual Report on Form 10-K)
23 Consent of Ernst & Young LLP, Independent Auditors
*27 Financial Data Schedule (Exhibit 27 to Times Mirror's 1999
Annual Report on Form 10-K)
</TABLE>
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EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-3 Nos. 333-38605, 333-34691, 333-30773 and 333-86807) and in the
Registration Statements (Form S-8 Nos. 333-32773 and 33-65259) of our report
dated February 2, 2000, with respect to the consolidated financial statements
and schedule of The Times Mirror Company included in its Annual Report (Form
10-K/A) for the year ended December 31, 1999.
ERNST & YOUNG LLP
Los Angeles, California
March 28, 2000
