<PAGE>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 27, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission File Number 1-4914
THE TIMES MIRROR COMPANY
State of Incorporation: Delaware I.R.S. Employer Id. No. 95-1298980
TIMES MIRROR SQUARE
Los Angeles, California 90053
Telephone: (213) 237-3700
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 __
Number of shares of Series A Common Stock outstanding at May 2, 1994:
96,633,354
Number of shares of Series C Common Stock outstanding at May 2, 1994:
31,975,359
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Financial information herein, and management's discussion thereof, include
consolidated data for The Times Mirror Company ("Registrant" or "Times Mirror")
and its subsidiaries. Registrant and its subsidiaries are sometimes herein
referred to collectively as the "Company".
2
<PAGE>
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FIRST QUARTER ENDED
------------------------
MARCH 27, MARCH 28,
1994 1993
<S> <C> <C>
- - ----------------------------------------------------------------------------------------------
Revenues............................................................ $ 856,674 $ 868,403
----------- -----------
Costs and expenses
Cost of sales..................................................... 480,248 489,483
Selling, general and administrative expenses...................... 316,438 308,619
----------- -----------
796,686 798,102
----------- -----------
Operating profit.................................................... 59,988 70,301
Interest expense.................................................. (17,861) (22,788)
Other, net........................................................ 1,746 2,025
----------- -----------
Income from continuing operations before income taxes............... 43,873 49,538
Income taxes...................................................... 21,147 22,469
----------- -----------
Income from continuing operations................................... 22,726 27,069
Income from discontinued operations, net of income taxes (Note B)... 2,715
----------- -----------
Net income.......................................................... $ 22,726 $ 29,784
----------- -----------
----------- -----------
Earnings per share:
Continuing operations............................................. $ .18 $ .21
Discontinued operations........................................... .02
----------- -----------
Earnings per share.................................................. $ .18 $ .23
----------- -----------
----------- -----------
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE>
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 27, DECEMBER 31,
1994 1993
- - ---------------------------------------------------------------------------------------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents..................................... $ 32,031 $ 5,023
Accounts receivable, less allowance for doubtful accounts and
returns of $69,502 and $72,645.............................. 494,557 550,102
Note and other receivables.................................... 296,458
Inventories................................................... 169,129 161,251
Prepaid and other............................................. 192,754 204,424
------------ -------------
Total Current Assets........................................ 888,471 1,217,258
Property, plant and equipment, at cost less accumulated
depreciation of $1,195,165 and $1,180,056..................... 1,751,544 1,756,287
Goodwill........................................................ 856,351 868,016
Other intangibles............................................... 210,165 217,734
Deferred charges and other assets............................... 570,121 546,819
------------ -------------
$4,276,652 $ 4,606,114
------------ -------------
------------ -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable.............................................. $ 313,941 $ 380,439
Accrued liabilities........................................... 88,590 105,467
Short-term debt............................................... 24,355 336,356
Other current liabilities..................................... 357,997 339,770
------------ -------------
Total Current Liabilities................................... 784,883 1,162,032
Long-term debt.................................................. 846,886 795,454
Other liabilities and deferrals................................. 757,984 749,353
------------ -------------
Total Liabilities........................................... 2,389,753 2,706,839
------------ -------------
Shareholders' Equity
Series A common stock......................................... 97,780 97,588
Series C common stock, convertible............................ 32,170 32,366
Additional paid-in capital.................................... 167,260 167,490
Retained earnings............................................. 1,675,432 1,687,574
------------ -------------
1,972,642 1,985,018
------------ -------------
Less treasury stock, at cost.................................. 61,543 61,543
------------ -------------
1,911,099 1,923,475
Less guaranteed debt of ESOP.................................. 24,200 24,200
------------ -------------
Total Shareholders' Equity.................................. 1,886,899 1,899,275
------------ -------------
$4,276,652 $ 4,606,114
------------ -------------
------------ -------------
</TABLE>
See notes to condensed consolidated financial statements
4
<PAGE>
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FIRST QUARTER ENDED
------------------------
MARCH 27, MARCH 28,
1994 1993
<S> <C> <C>
- - --------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by continuing operating activities............ $ 108,537 $ 82,794
Net cash provided by discontinued operating activities (Note
B)............................................................. 10,320
----------- -----------
Net cash provided by operating activities..................... 108,537 93,114
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of operating assets......................... 299,930 221
Capital expenditures............................................ (56,568) (41,018)
Additions to product development costs.......................... (15,569) (10,039)
Acquisitions, net of cash acquired.............................. (13,084) (11,229)
Other, net...................................................... (1,417) (6,436)
----------- -----------
Net cash provided by (used in) investing activities........... 213,292 (68,501)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of debt............................................... (317,867) (101,611)
Proceeds from issuance of debt.................................. 57,963 148,752
Dividends paid.................................................. (34,726) (34,713)
Other, net...................................................... (191) 736
----------- -----------
Net cash provided by (used in) financing activities........... (294,821) 13,164
----------- -----------
Increase in cash and cash equivalents............................. 27,008 37,777
Cash and cash equivalents at beginning of year.................... 5,023 24,769
----------- -----------
Cash and cash equivalents at end of period........................ $ 32,031 $ 62,546
----------- -----------
----------- -----------
Cash paid during the period for:
Interest (net of amounts capitalized)........................... $ 10,577 $ 18,310
Income taxes.................................................... 12,933 23,263
</TABLE>
See notes to condensed consolidated financial statements
5
<PAGE>
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A -- BASIS OF PREPARATION
The accompanying condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. The results of operations for interim periods are not necessarily
indicative of the results that may be expected for the fiscal year. For further
information, refer to the consolidated financial statements and accompanying
notes incorporated in the Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
Certain amounts in the previously issued financial statements have been
reclassified to conform to the first quarter 1994 presentation.
NOTE B -- DISCONTINUED OPERATIONS
On March 29, 1993, the Company announced two agreements for the sale of its
broadcast television stations to Argyle Television Holdings, Inc. (Argyle). The
sale of KTVI-TV, an ABC affiliate in St. Louis, Missouri, and WVTM-TV, an NBC
affiliate in Birmingham, Alabama, was completed in July. The sale of its
remaining two stations, KDFW-TV in Dallas, Texas and KTBC-TV in Austin, Texas,
both CBS affiliates, was completed near the end of the year. Most of the $320
million in proceeds were received in January 1994 and were used to redeem
commercial paper. The results of operations of the Broadcast Television segment
for 1993 have been reported as discontinued operations in the Statements of
Consolidated Income. Income from discontinued operations for the first quarter
ended March 28, 1993 is summarized as follows (in thousands):
<TABLE>
<S> <C>
Revenues................................................................. $ 24,109
---------
Income before income taxes............................................... 4,792
Income taxes............................................................. 2,077
---------
Net income............................................................... $ 2,715
---------
---------
</TABLE>
NOTE C -- INVENTORIES
Inventories are summarized as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 27, DECEMBER 31,
1994 1993
<S> <C> <C>
- - ---------------------------------------------------------------------------------
Newsprint, paper, and other raw materials............ $ 46,796 $39,066
Books and other finished products.................... 97,971 94,675
Work-in-process...................................... 24,362 27,510
----------- -------------
$ 169,129 $161,251
----------- -------------
----------- -------------
</TABLE>
6
<PAGE>
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE D -- DEBT
Short-term debt is summarized as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 27, DECEMBER 31,
1994 1993
<S> <C> <C>
- - ---------------------------------------------------------------------------------
Commercial paper..................................... $ 312,000
Current maturities of long-term debt................. $ 24,355 24,356
----------- -------------
$ 24,355 $ 336,356
----------- -------------
----------- -------------
</TABLE>
Long-term debt is summarized as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 27, DECEMBER 31,
1994 1993
<S> <C> <C>
- - ---------------------------------------------------------------------------------
Commercial paper..................................... $ 97,757 $ 46,231
7 1/8% Debentures due March 1, 2013.................. 150,000 150,000
7 3/8% Debentures due July 1, 2023................... 100,000 100,000
8 7/8% Notes due March 1, 2001....................... 100,000 100,000
8.70% Notes due June 15, 1999........................ 100,000 100,000
8.55% Notes due June 1, 2000......................... 99,500 99,500
8 7/8% Ten-Year Notes due February 1, 1998........... 100,000 100,000
Medium-Term Notes due from March 20, 1997 to April 3,
2000, with an average interest rate of 8.63%....... 100,000 100,000
Guaranteed debt of ESOP, maturing through December
15, 1994........................................... 24,200 24,200
Others at various interest rates, maturing through
2001................................................ 1,630 1,761
----------- -------------
873,087 821,692
Unamortized discount................................. (1,846) (1,882)
Less current maturities.............................. (24,355) (24,356)
----------- -------------
$ 846,886 $795,454
----------- -------------
----------- -------------
</TABLE>
Commercial paper borrowings of $97,757,000 at March 27, 1994 and
$358,231,000 at December 31, 1993, carried a weighted average interest rate of
3.4% and 3.3%, respectively.
NOTE E -- EARNINGS AND DIVIDENDS PER SHARE
Earnings per share computations are based upon the weighted average number
of shares of common stock and common stock equivalents outstanding of
129,032,147 and 128,801,760 for the first quarter ended March 27, 1994 and March
28, 1993, respectively. Fully diluted earnings per share are the same as the
earnings per share indicated.
Cash dividends of 27 cents per share of common stock were declared in the
quarter ended March 27, 1994 and March 28, 1993, respectively.
7
<PAGE>
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Times Mirror's 1994 first quarter operating profit declined to $60.0 million
from $70.3 million in the previous year, due principally to declines in the
Book, Magazine and Other Publishing Group. Although operating revenues and
profit improved in the newspaper publishing and cable television segments, these
improvements were more than offset by the previously anticipated declines at
Matthew Bender, the Company's largest professional publishing company, which has
restructured its operations. Recently adopted cable rate regulations are
expected to limit the operating performance of the cable television segment in
the second half of 1994. Over the past several years, the Company has provided
restructuring reserves in order to streamline the operational and administrative
functions of its businesses. The Company is continuing to pursue cost reduction
and process re-engineering opportunities, which could lead to additional
restructuring or other charges in future periods. The following discussion
summarizes the significant events and general trends affecting financial
performance, the results of operations and the Company's outlook for the full
year.
MATTHEW BENDER RESTRUCTURING
Matthew Bender, Times Mirror's largest professional publishing company,
recently underwent a strategic restructuring of its marketing strategies,
product lines and business operations. A reserve of $96 million for
restructuring costs was established in the fourth quarter of 1992. Restructuring
efforts included new pricing programs, operating productivity improvements
resulting in workforce reductions and a reduction in new title development in
favor of enriching the value of established product lines. The impact of these
factors is expected to depress Bender's revenue and operating profit in 1994,
but is designed to grow unit volume and revenues, and enhance operating
efficiencies over the longer term. Bender continues to experience some attrition
in unit volume, but at a reduced rate.
CABLE TELEVISION REREGULATION
The Federal Communications Commission's (FCC) rate regulations, implementing
the Cable Television Consumer Protection and Competition Act of 1992, were
effective September 1, 1993. These guidelines were then significantly modified
by the FCC on February 22, 1994, and are scheduled to become effective this
summer. Revenue and operating profit are expected to be adversely affected in
1994 by these new guidelines, although the Company has not completed its
detailed review and financial assessment of these rules.
SALE OF BROADCAST TELEVISION STATIONS
The Company sold its four broadcast television stations to Argyle Television
Holding's, Inc. near year-end 1993. Earnings from this divested segment are
reported as Income from Discontinued Operations for 1993. Additional information
is included in Note B of the condensed consolidated financial statements.
NEWSPAPER PUBLISHING
Growth in the Newspaper Publishing group will depend primarily on the timing
and extent of economic recovery in Times Mirror's local newspaper markets,
particularly Southern California. Newspaper publishing operating results
traditionally reflect the economic trends of the local marketplace. In addition,
structural shifts in the retail marketplace, including retailer consolidations,
changing consumer buying habits and growth in discount stores, which do not use
newspaper advertising, have depressed past results and may impact the extent of
retail advertising growth in the future. While advertising revenues at the LOS
ANGELES TIMES improved in early 1994, it is still too early to assess the
strength and durability of economic recovery in Southern California. The outlook
for growth in the newspaper publishing segment for 1994 remains cautious.
8
<PAGE>
BOOK, MAGAZINE AND OTHER PUBLISHING
The Book, Magazine and Other Publishing group faces several major challenges
in 1994. The strategic restructuring at Matthew Bender will result in reduced
revenue and operating profit in 1994. Growth rates in domestic academic
textbook, health science information and professional training markets remain
constrained. Recovery in magazine advertising is slow and inconsistent. The
Company's emphasis throughout this sector is to exploit international
opportunities, to extend strong franchises into related markets and products,
and to position cost structures and product development so as to generate
superior profit and market share growth as industry conditions improve. Over the
longer term, the introduction of electronic versions of core products, a
continued expansion of international sales and the recovery of the magazine
advertising market are expected to renew growth in this business group.
CABLE TELEVISION
As announced last December, the Company is conducting a strategic review of
its position in the cable television industry and has retained investment
bankers to assist in analyzing strategic alternatives. This review is still
underway.
CONSOLIDATED RESULTS OF OPERATIONS
The following table summarizes Times Mirror's financial results (in
thousands except per share amounts):
<TABLE>
<CAPTION>
FIRST QUARTER
--------------------
1994 1993
<S> <C> <C>
- - ---------------------------------------------------------------------------------
Revenues................................................... $ 856,674 $ 868,403
Operating profit........................................... 59,988 70,301
Interest expense........................................... (17,861) (22,788)
Income from continuing operations.......................... 22,726 27,069
Income from discontinued operations........................ 2,715
Net income................................................. 22,726 29,784
Earnings per share:
Continuing operations.................................... .18 .21
Discontinued operations.................................. .02
Net income............................................... .18 .23
</TABLE>
Times Mirror's revenues for the first quarter of 1994 declined 1.4% compared
to the prior year period. Growth in revenues from newspaper advertising and
cable television did not offset the significant revenue declines in legal
publishing and domestic training operations.
Operating profit for the first quarter of 1994 decreased $10.3 million from
the previous year, due mainly to revenue declines in the Book, Magazine and
Other Publishing group.
Net income for the quarter declined on the lower revenues and a higher
effective tax rate compared with prior year first quarter, as well as the
absence of income from the discontinued broadcast television segment.
Interest expense declined to $17.9 million from $22.8 million in 1993's
first quarter, as the debt level was reduced using proceeds from the sale of the
broadcast television stations.
9
<PAGE>
NEWSPAPER PUBLISHING
Newspaper Publishing revenues and operating profit are as follows (in
thousands):
<TABLE>
<CAPTION>
FIRST QUARTER
--------------------
1994 1993
<S> <C> <C>
- - ---------------------------------------------------------------------------------
Revenues
Advertising.............................................. $ 350,697 $ 341,659
Circulation.............................................. 108,638 111,434
Other.................................................... 11,786 8,563
--------- ---------
$ 471,121 $ 461,656
--------- ---------
--------- ---------
Operating profit........................................... $ 36,160 $ 23,991
--------- ---------
--------- ---------
</TABLE>
First-quarter 1994 revenues for the Newspaper Publishing group rose 2.1
percent, led by a 2.6 percent increase in advertising revenues. Advertising
volume and revenues increased at the group's largest newspaper, the LOS ANGELES
TIMES where strong gains in help-wanted advertising and incremental national
advertising following the January 1994 earthquake contributed to a 2.7 percent
growth in advertising revenues to $188.6 million. For the Eastern newspapers,
advertising revenues rose 2.5 percent, despite curtailed advertising schedules
caused by the severe winter storms. Circulation revenues for the segment
declined 2.5 percent, due to a decrease in circulation, principally in areas
outside the newspapers' primary market.
The Newspaper Publishing group's operating profit rose 50.7 percent in the
first quarter, reflecting the modest revenue growth described above, and the
benefits of the group's major restructuring efforts. Overall costs declined
year-over-year, with reductions in newsprint and employee compensation expense.
The operating profit margin for first quarter 1994 rose to 7.7 percent, from the
5.2 percent for prior year.
BOOK, MAGAZINE AND OTHER PUBLISHING
Book, Magazine and Other Publishing group revenues and operating profit were
as follows (in thousands):
<TABLE>
<CAPTION>
FIRST QUARTER
--------------------
1994 1993
<S> <C> <C>
- - ---------------------------------------------------------------------------------
Revenues
Professional publishing.................................. $ 204,333 $ 236,647
Consumer publishing...................................... 58,401 57,014
--------- ---------
$ 262,734 $ 293,661
--------- ---------
--------- ---------
Operating profit........................................... $ 11,942 $ 37,204
--------- ---------
--------- ---------
</TABLE>
Group revenues declined 10.5 percent primarily due to lower revenues at
Matthew Bender, the Company's legal publisher and largest professional
publishing subsidiary. The revenue decline at Matthew Bender reflects the timing
of subscription releases, as well as a change in marketing and pricing
strategies. The quarter-to-quarter comparison also reflects an unusually large
subscription release schedule in the first quarter of 1993. The currently
planned release schedule for the last half of 1994 is noticeably heavier than
for the first half. However, with prices still frozen at 1992 levels, and with
the change to service fee annual subscription pricing, Bender's revenues are
expected to show a decline for the full year versus 1993. Professional
publishing revenues in the first quarter of 1994 were
10
<PAGE>
also adversely affected by a decline in domestic training revenues at Learning
International, the Company's largest training business, while revenue growth in
college publishing continued ahead of the industry level.
Consumer publishing revenues rose 2.4 percent in the first quarter of 1994,
with modestly improved circulation revenues at Times Mirror Magazines, the
National Journal and The Sporting News.
First quarter operating profit for the group declined 67.9 percent from the
prior year due largely to the revenue decline at Matthew Bender. This year over
year decline is expected to show improvements in the second half of the year.
Strategic acquisitions of professional publishing companies after April 1, 1993,
as well as the overall growth in Times Mirror's college publishing businesses
also contributed to the decline in operating profit, as the sales cycle in the
college textbook publishing business is highly seasonal. Operations in this
business typically report losses in the first quarter with peak revenue and
profit results in the third and fourth quarters.
CABLE TELEVISION
Cable Television revenues and operating profit are as follows (in
thousands):
<TABLE>
<CAPTION>
FIRST QUARTER
--------------------
1994 1993
<S> <C> <C>
- - --------------------------------------------------------------------------
Revenues............................................ $ 122,968 $ 113,234
--------- ---------
--------- ---------
Operating profit.................................... $ 27,059 $ 26,042
--------- ---------
--------- ---------
- - --------------------------------------------------------------------------
</TABLE>
First quarter 1994 revenues for Cable Television rose 8.6 percent due to
continued strong subscriber growth in Phoenix, Arizona, the Company's largest
cable system, as well as growth in advertising and pay per view revenues. Basic
subscriber levels rose to 1,224,000 in the quarter, up nearly 16,000 from the
1993 year-end total. Year-over-year, basic subscribers grew by 36,000, or 3
percent on a comparable basis, after excluding a small system sold in the third
quarter of 1993. Pay subscribers declined 2 percent from prior year to 721,000.
The group's operating profit rose 3.9 percent despite the current basic rate
freeze and the impact of the basic rate reregulation which became effective
September 1, 1993.
Cable operating cash flow, defined as operating profit plus depreciation and
amortization, rose to $51.4 million in the quarter. However, the cash flow
margin declined to 41.8 percent, compared to last year's 43.3 percent, chiefly
reflecting the impact of rate reregulation.
LIQUIDITY AND CAPITAL RESOURCES
Total debt at March 27, 1994 of $871.2 million declined $260.6 million from
the year-end 1993 level, as proceeds from the sale of the broadcast television
stations were used to reduce commercial paper borrowings during the early part
of 1994. The Company's debt-to-capitalization ratio at March 27, 1994 declined
to 31.6 percent from 37.3 percent as of year-end 1993.
The Company's cash requirements are funded primarily by its operating
activities. If additional funds are needed, the Company obtains external
financing, primarily through the issuance of commercial paper or fixed-rate
debt. The commercial paper program is supported by unsecured long-term revolving
bank lines of credit, with commitments at March 27, 1994 totaling $390 million.
If the commercial paper program requires additional support, the Company
believes that additional lines of credit would be available to it. At March 27,
1994, the Company had registered $250 million of debt securities for future
sales.
11
<PAGE>
During the first quarter of 1994, the Company generated $108.5 million in
net cash from continuing operations, compared with $82.8 million for the same
period in 1993. The $25.7 million increase primarily results from decreased cash
outlays for restructuring activities and taxes in 1994 compared to 1993.
Net cash provided by investing activities during the first quarter of 1994
increased by $281.8 million from the same period in 1993 due mainly to cash
receipts of almost $300 million relating to the sale of the broadcast television
properties. Capital expenditures grew by $15.6 million over prior year first
quarter. Spending on capital projects is expected to be higher in 1994 than in
1993, chiefly reflecting system rebuild activity in the cable company.
Net cash used in financing activities increased by $308.0 million over the
comparable prior period. During the quarter, $317.9 million in commercial paper
was repaid using cash obtained from the sale of the broadcast television
properties. Dividends to shareholders of $34.7 million were paid during the
first quarter of both years.
12
<PAGE>
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No material legal proceedings are pending.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
11. Computation of earnings per share.
12. Computation of the ratio of earnings to fixed charges.
(B) REPORTS ON FORM 8-K
None
13
<PAGE>
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements 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, who is also signing in his capacity as
Registrant's chief accounting officer.
THE TIMES MIRROR COMPANY
By: STUART K. COPPENS
--------------------------------------
Stuart K. Coppens
CONTROLLER AND CHIEF ACCOUNTING
OFFICER
Date: May 11, 1994
14
<PAGE>
EXHIBIT 11
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FIRST QUARTER ENDED
----------------------------
MARCH 27, MARCH 28,
1994 1993
<S> <C> <C>
- - ---------------------------------------------------------------------------------------------
PRIMARY
Average shares outstanding..................................... 128,607,235 128,573,620
Dilutive stock options based on the treasury stock method using
average market price......................................... 424,912 228,140
------------- -------------
Total...................................................... 129,032,147 128,801,760
------------- -------------
------------- -------------
Income from continuing operations.............................. $22,726 $27,069
Income from discontinued operations, net of income taxes....... 2,715
------------- -------------
Net income..................................................... $22,726 $29,784
------------- -------------
------------- -------------
Earnings per share:
Continuing operations........................................ $.18 $.21
Discontinued operations...................................... .02
------------- -------------
Earnings per share............................................. $.18 $.23
------------- -------------
------------- -------------
FULLY DILUTED
Average shares outstanding..................................... 128,607,235 128,573,620
Dilutive stock options based on the treasury stock method using
market price at the close of the period, if higher than
average market price......................................... 424,912 396,620
------------- -------------
Total...................................................... 129,032,147 128,970,240
------------- -------------
------------- -------------
Income from continuing operations.............................. $22,726 $27,069
Income from discontinued operations, net of income taxes....... 2,715
------------- -------------
Net Income..................................................... $22,726 $29,784
------------- -------------
------------- -------------
Earnings per share:
Continuing operations........................................ $.18 $.21
Discontinued operations...................................... .02
------------- -------------
Earnings per share............................................. $.18 $.23
------------- -------------
------------- -------------
</TABLE>
<PAGE>
EXHIBIT 12
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS)
<TABLE>
<CAPTION>
FIRST QUARTER ENDED
MARCH 27, 1994
<S> <C>
- - ---------------------------------------------------------------------------------
Fixed Charges
Interest expense.................................................... $17,861
Interest related to ESOP (1)........................................ 176
Capitalized interest................................................ 283
Portion of rents deemed to be interest.............................. 5,998
Amortization of debt expense........................................ 89
---------
Total Fixed Charges............................................. $24,407
---------
---------
Earnings
Income from continuing operations before income taxes............... $43,873
Fixed charges, less capitalized interest and interest related to
ESOP............................................................... 23,948
Amortization of capitalized interest................................ 1,237
Subtract: Equity income from less than 50% owned unconsolidated
affiliate......................................................... (156)
---------
Total Earnings.................................................. $68,902
---------
---------
Ratio of earnings to fixed charges.................................... 2.8
<FN>
(1) The Company has guaranteed repayment of $24,200,000 of debt of the Employee
Stock Ownership Plan and, accordingly, has included the related interest in
fixed charges.
</TABLE>
