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Knight Ridder Inc – ‘10-K’ for 12/26/93

As of:  Wednesday, 3/23/94   ·   For:  12/26/93   ·   Accession #:  205520-94-12   ·   File #:  1-07553

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  As Of                Filer                Filing    For·On·As Docs:Size

 3/23/94  Knight Ridder Inc                 10-K       12/26/93    1:267K

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        1993 10-K                                            111±   487K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 1 & 2:. Business/Properties
2Operating Revenue
5Business Information Services
"Other
8Item 3. Legal Proceedings
"Item 4. Submission of matters to a vote of security holders
"1992
"Item 6. Selected Financial Data
10Item 7. Management's Discussion and Analysis of Financial Condition
16Total debt
20Shareholders' Equity
22Item 8. Financial statements and supplementary data
23Excess of cost over net assets acquired
25Cash Required For Investing Activities
26Notes to Consolidated Financial Statements
"Income taxes
35Item 9. Changes in and Disagreements with Accountants on Accounting and
36Property, plant and equipment
39Short-term borrowings
42Cumulative effect of changes in accounting principles
45Consent of Independent Certified Public Accountants
"Power of Attorney
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 26, 1993 Commission file number 1-7553 KNIGHT-RIDDER, INC. (Exact name of registrant as specified in its charter) A Florida corporation NO. 38-0723657 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Herald Plaza Miami, Florida 33132 (Address of principal executive offices) Registrant's telephone number, including area code (305) 376-3800 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $.02 1/12 Par Value New York Stock Exchange Tokyo Stock Exchange Frankfurt Stock Exchange Securities registered pursuant to Section 12(g) of the Act: none 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 --- ---- -3- 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 amendments to this Form 10-K. [ ] State the aggregate market value of the voting stock held by non-affiliates of the registrant. (The aggregate market value is computed by reference to the price at which the stock was sold as of February 27, 1994): $2,700,820,758 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: February 27, 1994 - 54,740,386 one class Common Stock, $.02 1/12 Par Value DOCUMENTS INCORPORATED BY REFERENCE (1) Portions of definitive Proxy Statement dated March 23, 1994, in connection with the Annual Meeting of Shareholders to be held on May 4, 1994, are incorporated into Part III. -4- Table of Contents for 1993 10-K Page PART I Item 1. Business 6-32 Item 2. Properties 6-32 Item 3. Legal Proceedings 33 Item 4. Submission of Matters to a Vote of Security Holders 33 PART II Item 5. Market for Registrant's Common Stock and Related Stockholder Matters 33-36 Item 6. Selected Financial Data 36-41 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 41-63 Item 8. Financial Statements and Supplementary Data 35-36,64-92 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 92 PART III Item 10. Directors and Executive Officers of the Registrant 93-99 Item 11. Executive Compensation 99 Item 12. Security Ownership of Certain Beneficial Owners and Management 99 Item 13. Certain Relationships and Related Transactions 99 PART IV Item 14. Exhibits, Financial Schedules and Reports on Form 8-K 100-102 SIGNATURES 103-107 SCHEDULES 108-116 EXHIBITS 116-161 -5- PART I ITEM 1 & 2: Business/Properties
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[Download Table] Business Segment Information (In thousands) 1993 1992 1991 ---------- ---------- ---------- OPERATING REVENUE Newspapers.......................... $2,012,823 $1,944,090 $1,903,817 Business Information Services....... 438,525 385,439 354,361 ---------- ---------- ---------- $2,451,348 $2,329,529 $2,258,178 ========== ========== ========== OPERATING INCOME Newspapers.......................... $ 298,767 $ 290,522 $ 259,584 Business Information Services....... 23,405 22,069 20,199 Corporate........................... (37,315) (34,080) (36,510) ----------- --------- ---------- $ 284,857 $ 278,511 $ 243,273 =========== ========== ========== IDENTIFIABLE ASSETS Newspapers.......................... $1,578,935 $1,602,373 $1,574,257 Business Information Services....... 548,266 466,456 462,669 Corporate........................... 304,231 389,230 295,825 ---------- ---------- ---------- $2,431,432 $2,458,059 $2,332,751 ========== ========== ========== DEPRECIATION AND AMORTIZATION Newspapers.......................... $ 94,600 $ 88,033 $ 85,134 Business Information Services....... 45,525 38,556 37,159 Corporate........................... 1,633 1,632 1,762 ---------- ---------- ---------- $ 141,758 $ 128,221 $ 124,055 ========== ========== ========== -6- CAPITAL EXPENDITURES Newspapers.......................... $ 27,971 $ 74,213 $ 131,893 Business Information Services....... 40,329 25,991 33,309 Corporate........................... 1,241 789 1,629 ---------- ---------- ---------- $ 69,541 $ 100,993 $ 166,831 ========== ========= ========== -----------------------------------------------------------------------------
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[Download Table] Source Of Knight-Ridder Operating Revenue 1993 1992 1991 ----------------------------------------- ---- ---- ---- The Philadelphia Inquirer and Philadelphia Daily News................... 18% 18% 18% The Miami Herald............................... 13 12 12 San Jose Mercury News.......................... 9 9 9 Detroit Free Press*............................ 9 9 9 The Charlotte Observer......................... 5 5 5 Saint Paul Pioneer Press....................... 4 4 4 Akron Beacon Journal........................... 3 3 3 (Long Beach) Press-Telegram.................... 2 3 3 The (Columbia) State........................... 2 3 3 The Wichita Eagle.............................. 2 3 3 All other newspapers........................... 15 15 15 Business Information Services.................. 18 16 16 ---- ---- ---- 100% 100% 100% ==== ==== ==== *Knight-Ridder portion of the Detroit Newspaper Agency -7- Newspapers Knight-Ridder's Newspaper Division had 28 daily newspapers and three non-daily newspapers at the end of 1993. The Journal of Commerce, the company's 29th daily, is part of the Business Information Services Division. Newspaper operating revenue is derived primarily from the sale of newspaper advertising. Due to seasonal factors, such as heavier retail selling during the winter and spring holiday seasons, advertising income fluctuates significantly throughout the year. Consecutive quarterly results are not uniform or comparable and are not indicative of the results over an entire year. Each of Knight-Ridder's newspapers is operated on a substantially autonomous basis by local management appointed by corporate headquarters in Miami. Each newspaper is free to manage its own news coverage, set its own editorial policies and establish most business practices. Basic business policies, however, are set by the corporate staff in Miami. Editorial and quality control resources also are provided by the corporate staff. Each newspaper is served by the company-owned news bureau in Washington, D.C. A supplemental news service provided by KRT Information Services, a partnership between Knight-Ridder and Tribune Co., distributes editorial material produced by all Knight-Ridder newspapers and by 19 foreign correspondents. The service also distributes editorial computer graphics via the Knight-Ridder-owned PressLink electronic network and provides a deadline photo service to hundreds of newspapers around the world as a commercial venture. All of the company's newspapers compete for advertising and readers' time and attention with broadcast and cable television, radio, magazines, non-daily suburban newspapers, free shoppers, billboards and direct mail. In many cases, the newspapers also compete with other newspapers published in nearby cities and towns. With the exception of papers published in Detroit, Fort Wayne and St. Paul, company-owned newspapers are the only daily and Sunday papers of general circulation published in their communities. The table at the bottom of the preceding page presents the relative percentage contributions by individual papers to the company's overall operating revenue for the three years ended Dec. 26, 1993. The percentage contributions of each newspaper to operating revenue are not indicative of contributions to operating profit. NEWSPRINT: Newsprint is the primary raw material used in publishing newspapers, and in 1993, Knight-Ridder was one of the largest consumers in the United States. Approximately 13.0% of the company's total operating expenses during the year were for newsprint. Purchases are made under long-term contracts with a wide variety of newsprint producers. Knight-Ridder -8- purchases approximately 70% of its annual consumption from United States mills, with the remainder purchased from Canada. In the opinion of management, sources are adequate to meet current demands. Approximately 76% of the newsprint consumed by the company contained some recycled fiber; the average content was 46% recycled fiber. Both eastern and western list prices remained stable at $685 and $630 per metric tonne, respectively, during 1993. The company's actual cost per tonne is substantially lower. A small oversupply situation is anticipated for 1994 and the foreseeable future. This excess capacity will moderate price increases for 1994. Knight-Ridder is a one-third partner with Cox Enterprises, Inc., and Media General, Inc., in Southeast Paper Manufacturing Co., a newsprint mill in Dublin, Ga. The mill's full capacity exceeds 430,000 metric tonnes of newsprint annually, using recycled newsprint as the principal raw material and coal as the primary energy source. Because of the soft market and as part of an agreement among the partners, Knight-Ridder purchased approximately 120,000 metric tonnes in 1993. The partnership commitment is to purchase a major share of any unsold surplus up to a maximum annual total of 90,000 metric tonnes. In addition, Knight-Ridder owns a 13.5% equity share of Ponderay Newsprint Co. in Usk, Wash., which produces approximately 210,000 metric tonnes annually. Knight-Ridder purchases approximately 28,500 metric tonnes annually from Ponderay for its western newspapers. PROPERTIES: The company has daily newspaper printing and publishing facilities in 26 cities located in 16 states. These production facilities vary in size from 7,300 square feet at the Florida Keys Keynoter operation in Marathon, Fla., to 2.0 million square feet in Philadelphia. In total, the company's newspaper facilities occupy about 8 million square feet. Approximately 1.5 million of the total square feet is leased from others. Virtually all the owned property is owned in fee. The company owns substantially all of its production equipment, although certain office equipment is leased. The company also owns land for future expansion in Columbus and Macon, Ga., Detroit and San Jose. The company's properties are maintained in excellent operating condition and are suitable for present and foreseeable publishing operations. During the three years ended Dec. 26, 1993, the company spent approximately $234 million for capital additions and improvements to its existing properties. TECHNOLOGY: Knight-Ridder moved aggressively this year on a number of technology initiatives in an ongoing effort to improve the quality of products and services. The company made significant investments in replacing outdated publishing systems with new technology. New front-end classified systems were installed -9- in Lexington, St. Paul and Tallahassee. Long Beach began installation of a new classified, editorial and pagination system. The new systems will enable these newspapers to more efficiently and reliably produce the daily product, while providing greater flexibility in page design and deadlines. The use of computerized desktop color systems and electronic page layout continued to expand, making for more colorful and easy-to-read newspapers while reducing production costs. San Jose installed a high-end Scitex color system to enhance prepress capability, allowing full use of press color capacity in meeting the needs of advertisers and the newsroom. The use of electronic text libraries was expanded to every Knight-Ridder newspaper. Nine newspapers were given funding to install Vu/text SAVE systems. PressLink began to develop a way to archive electronic pictures and graphics. A prototype should be ready for testing by early 1994. Business systems operations continued to improve. Three newspapers replaced business computers with state-of-the-art RISC (Reduced Instruction Set Computing) technology processors, and four others plan to do so in 1994. Newspapers in Miami, Philadelphia, Charlotte and Columbia began conversions from traditional mainframe systems to cost-effective minicomputer networks. Programming was completed on the first phase of a project to enhance Collier-Jackson's circulation software. Planned for completion in 1994, the project will provide more than 100 new features, including greatly enhanced customer service functionality. The software will be distributed to all Knight-Ridder newspapers. The CYBORG Human Resources Management System was installed at corporate to support the implementation of flexible employee benefits across the entire company. The system will be installed at the properties during 1994. In June, Philadelphia Newspapers completed the transition to the new Schuylkill Printing Plant. The newspapers now provide readers and advertisers improved deadlines, more color, more zoned editions and higher-quality offset reproduction. In February, the Detroit Newspaper Agency completed the expansion of the Sterling Heights inserting facility. By July, all four high-speed inserters were fully operational. The Charlotte Observer received approval for a $35 million press replacement and upgrade project. Two new flexo presses with expanded color capability will replace three flexo/letterpress presses. Two existing flexo presses will be upgraded with additional color capacity. This will give Charlotte four 100% flexo presses and provide readers more vibrant color reproduction with no ink rub-off. -10- The Grand Forks Herald moved into expanded facilities with a new newsroom in the fall. The $1.3 million project involved the purchase and renovation of two buildings now connected to the original building by a skywalk. Newspapers First Newspapers First was established in 1990 as the primary sales representative for all Knight-Ridder newspapers, the Detroit Newspaper Agency, Times Mirror newspapers and leading independent newspapers. Included are The Arizona Republic, (Atlanta) Journal/Constitution, The (Baltimore) Sun, The Boston Globe, The Denver Post, The Hartford Courant, Houston Chronicle, The Indianapolis Star, Los Angeles Times, The Milwaukee Journal, The (Allentown, Pa.) Morning Call, Newsday and The Seattle Times/Seattle Post Intelligencer. The organization represents newspapers accounting for 25% of the United States' daily newspaper readership. With one contact, a customer can place an ad in a combination of newspapers owned by different companies, rather than dealing with each one separately. Newspapers First is the first sales organization to market a significant breakthrough product directed at two low-use newspaper categories: beer and over-the-counter remedies. This new product embraces a one-order, one-bill facility and network pricing across most Newspapers First members, as well as other unaffiliated newspapers. It is designed to address the specific needs and wishes of advertisers. Newspapers First is headquartered in New York and has sales offices in Atlanta, Chicago, Dallas, Detroit, Los Angeles, Miami, Minneapolis and San Francisco. It is a full-service representative responsible for national, retail and classified sales functions. The Miami Herald The Miami Herald, the only metropolitan morning newspaper published in Dade County, has the largest circulation of any daily newspaper in the southeastern United States. Circulated primarily in Dade County (Miami Metropolitan Statistical Area) and in adjacent Broward and Monroe counties, The Herald also has considerable circulation elsewhere in Florida. In 1993, The Herald produced six daily and eight Sunday editions. The newspaper also carried eight zoned Neighbors editions and three zoned Hometown Herald editions twice weekly, and four local zoned news sections serving Dade, Broward and Palm Beach counties. The Herald's International edition was distributed daily in 30 cities throughout Latin America and the Caribbean. -11- El Nuevo Herald, The Herald's Spanish-language publication, marked its sixth anniversary with continued circulation growth. Since its inception in 1987, El Nuevo Herald's circulation has grown to 101,389 daily and 126,614 Sunday. It is available on request for Herald home-delivery customers for a 10-cent daily delivery charge and in special racks in nearby counties. The impact of Hurricane Andrew, which devastated South Dade County in August 1992, continued to fuel retail and classified revenue growth. The loss of property helped the economy in terms of jobs, retail sales and, specifically, durables and services. Many businesses reopened. New retailers who opened or plan to open stores in South Florida include Rooms To Go, Burdines Furniture Store, Bloomingdales, Computer City and Incredible Universe. In recognition of its superb coverage of Hurricane Andrew, The Miami Herald received a Pulitzer Gold Medal for meritorious public service. Columnist Liz Balmaseda also received a Pulitzer for commentary. Health Beat, a new quarterly publication, was launched in April. Hometown Herald, a bi-weekly community news section, plans five editions by the end of 1994. September marked the launch of CubaNews, a monthly newsletter reporting on economic, political and commercial trends in Cuba. The Herald's International Advertising Department introduced Florida Marketplace, distributed monthly with newspapers in Brazil, Colombia and Venezuela and with The Herald's International Edition. The Herald signaled its commitment to developing new, nontraditional revenue sources. Book publishing and event marketing are two major initiatives. The International Women's Show, a major consumer event, marked The Herald's entrance into event marketing. The expo attracted more than 250 vendors and 18,000 visitors. El Nuevo Herald sponsored Copa Latina, an amateur soccer tournament that drew nearly 20,000 people. Population in Dade and Broward counties grew 2.38% from 1990 to 1992, the latest year for which statistics are available. The area's population is expected to grow 49.7% between 1993 and 2015, compared with the U.S. average of 33.6%. In Dade County, The Herald's daily circulation household penetration rate in 1993 was 37%; Sunday circulation penetration was 48%. Daily coverage of Broward households was 18%; Sunday coverage was 22%. Home-delivered newspapers accounted for 73% of total daily circulation and 64% of total Sunday circulation. -12- Cox Newspapers and the Miami Herald Publishing Co. are parties to a joint operating agreement that runs until the year 2021, covering the publication of The Herald and The Miami News, which ceased publication Dec. 31, 1988. This table presents average audited circulation for The Miami Herald and El Nuevo Herald for the years ending June 30, 1993, 1992 and 1991. Advertising linage, preprints inserted and revenue amounts are for the fiscal years.
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[Download Table] THE MIAMI HERALD 1993 1992 1991 ---------- ---------- --------- Average Circulation Daily........................................ 401,733 405,779 425,304 Sunday....................................... 526,231 527,658 532,158 Average Linage (in 000s of six-column inches) ROP Full-Run Retail...................................... 1,100.7 1,022.6 1,046.4 General..................................... 225.4 257.7 261.8 Classified.................................. 999.7 914.1 868.2 ---------- ---------- ---------- Total...................................... 2,325.8 2,194.4 2,176.4 ========== ========== ========== ROP Factored Part-Run.................................... 675.3 566.4 517.6 Preprints- Full-Run......................... 667.7 669.7 592.7 Part-Run......................... 1,265.3 987.6 984.9 Total Preprints Inserted (in 000s)............. 571,914 520,200 457,549 Advertising Revenue (in 000s) Retail....................................... $ 112,878 $ 110,665 $ 109,519 General...................................... 38,911 43,154 39,945 Classified................................... 97,483 85,618 80,298 ---------- ---------- ---------- Total........................................ $ 249,272 $ 239,437 $ 229,762 ========== ========== ========== Circulation Revenue (in 000s).................. $ 48,603 $ 48,473 $ 49,071 ========== ========== ========== -13- San Jose Mercury News The San Jose Mercury News provides information in a variety of forms to the diverse communities of the Bay Area from Monterey to the northernmost reaches of Silicon Valley. Located in California's third-largest city, the Mercury News has experienced a year of tremendous growth in its outlying markets, particularly on the San Francisco Peninsula. Following the closure of a newspaper in Palo Alto, the Mercury News expanded its coverage of mid-Peninsula issues and added racks and delivery routes. The result was a daily circulation increase of more than 11,000 in this area. The Mercury News also grew in Alameda County, bringing the paper's overall daily and Sunday circulation to all-time highs - during a period when most Bay Area dailies showed circulation decreases. A difficult economic climate and uneven recovery from the recession made for a difficult retail year, although classified turned up at year end. The San Jose Metropolitan Statistical Area (MSA), which includes only Santa Clara County, had a population of 1.5 million. The area's population is expected to grow 44.8% between 1993 and 2015, compared with the U.S. average of 33.6%. In April 1993, the company launched Mercury Center. Its online information service provides access to the complete text of the day's paper, as well as archived stories back to 1985. News Call, an audiotext information system, allows users to receive faxed article reprints, graphics and even copies of stories that did not run in the paper. While delivery mechanisms changed a great deal this year, the content of the paper maintained the same level of excellence for which it is widely noted. A groundbreaking series of stories on the state's unusual forfeiture law resulted in that law's repeal. For the 22nd consecutive year, advertisers placed the Mercury News among the top five newspapers in the nation in total full-run advertising linage. Daily circulation increased by 8,945, or 3.3%, and Sunday circulation increased 7,439 or 2.2% compared with the previous year. Daily household penetration was 44.3% and Sunday penetration was 53.0% in the MSA. The following table presents average unaudited circulation for the year ended Sept. 30, 1993, and average audited circulation for San Jose for the two years ended Sept. 30, 1992 and 1991. Advertising linage, preprints inserted and revenue amounts are for the fiscal years. -14- [Enlarge/Download Table] San Jose Mercury News 1993 1992 1991 --------- --------- --------- Average Circulation Daily............................................. 278,231 * 269,286 275,652 Sunday............................................ 339,519 * 332,080 334,598 Average Linage (In 000s of six-column inches) ROP Full-Run Retail....................................... 1,144.3 1,183.0 1,084.8 General...................................... 252.1 255.5 264.2 Classified................................... 1,315.3 1,299.1 1,357.3 --------- ---------- ---------- Total.................................... 2,711.7 2,737.6 2,706.3 ========= ========== ========== ROP Factored Part-Run..................................... 50.9 49.3 53.4 Preprints - Full-Run......................... 1,561.8 1,664.8 1,754.8 Part-Run......................... 602.2 1,583.8 1,736.8 Total Preprints Inserted (In 000s).................... 434,877 471,794 492,963 Advertising Revenue (In 000s) Retail............................................ $ 70,490 $ 73,047 $ 73,181 General........................................... 21,406 20,622 20,505 Classified........................................ 88,083 82,556 84,518 ========== ========== ========== Total........................................ $ 179,979 $ 176,225 $ 178,204 ========== ========== ========== Circulation Revenue (In 000s)......................... $ 30,502 $ 29,566 $ 28,993 ========== ========== ========== *unaudited -15- The Philadelphia Inquirer and Philadelphia Daily News Philadelphia Newspapers, Inc. (PNI), publisher of The Philadelphia Inquirer and Philadelphia Daily News, continued to gather momentum with the complete transition to its $299.5 million color offset printing and distribution plant in mid-1993. The Inquirer, building on its successful introduction of the South Jersey daily zoned section in 1992, added a second daily zoned section, for suburban readers and advertisers in the Main Line/Delaware County area in 1993. This is part of a plan to replace eight twice-weekly Neighbors sections with five daily sections. Although customers began receiving benefits from the new plant within weeks of its limited opening in June 1992, fuller use of the plant's capabilities began in 1993, with more to come in 1994. Also in 1993, PNI successfully negotiated four-year contracts with 10 unions representing about 3,000 employees. These new contracts, settled without a work stoppage, reflect technological improvements and operational changes that have occurred within PNI and should provide important business efficiencies in the years ahead. Of particular note is a provision for a new commission-only advertising sales staff. The commission-only sales staff will primarily focus on developing new business for The Inquirer and Daily News. The new staff will enhance the efforts of the existing, salaried sales staff and is not designed to replace it. With relative assurance of four years of labor stability and completion of the transition to the new plant in Upper Merion Township, PNI now looks ahead to a period of maximized benefit from its location in the nation's fourth largest market of almost 5 million people. It will accomplish this by continued improvement of its core products, The Inquirer and the Daily News, while at the same time expanding its presence in the market via augmentation of the newspapers and development of new products. For example, the company successfully sponsored a home decor consumer show and began planning its first International Women's Show, a major exhibition to be staged in 1994, as the company moves solidly into event marketing as one of its strategic initiatives. PNI's book publishing operations introduced seven new titles in 1993, including a 704-page regional almanac. PNI publishes under its own imprint and through its contractual relationship with an outside publishing concern. Additional book titles and other projects based on the work of Inquirer and Daily News staffers will be developed in 1994 by PNI's New Ventures department. -16- The Inquirer had average daily circulation of 502,445, up 309 from 1992. Sunday circulation was 964,913, down 11,310 from 1992, according to unaudited ABC reports. The Daily News had 195,337 circulation, compared with 196,715 in 1992. The Inquirer had a 25.4% household penetration and the Daily News had 10.2% penetration in the nine-county Metropolitan Statistical Area. Sunday penetration was 48.0%. The following table presents the average unaudited circulation for The Philadelphia Inquirer and Philadelphia Daily News for the year ended March 31, 1993, and average audited circulation for the years ended March 31, 1992 and 1991. Advertising linage, preprints inserted and revenue amounts are for the fiscal years. [Enlarge/Download Table] The Philadelphia Inquirer and Philadelphia Daily News 1993 1992 1991 ---------------------------- ---------------------------- ------------------------ Inquirer Daily News Inquirer Daily News Inquirer Daily News -------- ---------- -------- ---------- -------- ---------- Average Circulation Daily.................................... 502,445 * 195,337 * 502,136 196,715 517,860 223,633 Sunday................................... 964,913 * 976,223 982,663 Average Linage (In 000s of six-column inches) ROP Full-Run Retail.............................. 1,056.0 368.3 1,029.8 348.4 1,035.6 312.1 General............................. 203.9 44.5 210.2 46.1 221.8 51.5 Classified.......................... 760.7 311.4 788.8 315.9 799.1 291.5 -------- -------- -------- -------- -------- -------- Total........................... 2,020.6 724.2 2,028.8 710.4 2,056.5 655.1 ======== ======== ======== ======== ======== ======== ROP Factored Part-Run............................ 93.1 79.0 66.6 Preprints - Full-Run................ 287.1 41.0 327.1 59.3 347.7 76.8 Part-Run................ 1,932.7 51.0 1,630.2 111.2 1,129.4 94.4 -17- Combined Combined Combined ---------- ---------- ---------- Total Preprints Inserted (In 000s)........... 752,429 787,440 719,592 Advertising Revenue (In 000s) Retail................................... $148,082 $145,485 $144,082 General.................................. 49,119 50,845 51,001 Classified............................... 101,284 98,687 95,076 --------- ---------- ---------- Total........................... $298,485 $295,017 $290,159 ========= ========== ========== Circulation Revenue (In 000s)................ $128,801 $126,738 $115,491 ========= ========== ========== * unaudited Detroit Free Press The Detroit Free Press filled reader needs in 1993 by trying to help make its community a better place to live and by widening the paper's already broad array of products. In the most highly visible public service campaign in Free Press history, Children First, the Free Press published more than 400 articles, a special fund-raising section, progress reports and a parenting guide and sponsored a violence-prevention seminar. Free Press Plus, a phone, fax and computer extension of the newspaper, served almost a half-million callers on its pay and toll-free lines. Free Press Plus entered a one-year agreement making Free Press stories available to nearly 1.5 million CompuServe members. A new health/science weekly tabloid debuted. The Business section almost doubled its listings of mutual funds. Coverage of national and foreign news was expanded, and the Tuesday paper was enlarged to provide section fronts for Local News and Business every weekday. Single-copy prices for the Free Press rose a dime in March in the six-county Metropolitan Statistical Area (MSA) to 35 cents daily; daily home delivery prices remained at 25 cents. Sunday home delivery prices increased in October from $1 to $1.25 for weekend-only subscribers. The Detroit Free Press is the ninth-largest daily newspaper in the country and the largest in Michigan. Seventy-eight percent of its daily circulation is in the six-county Detroit metropolitan area, which contains 46% of the population of Michigan. Sales and Marketing Management magazine ranks the Detroit area as the nation's sixth-largest market, with a population of nearly 5 million. -18- On Nov. 27, 1989, business operations of the Free Press and The Detroit News, owned by Gannett Co., were transferred to the Detroit Newspaper Agency, now called Detroit Newspapers - a partnership owned equally by the Detroit Free Press and The Detroit News under the terms of a joint operating agreement (JOA) between Knight-Ridder and Gannett. Under the agreement, the Free Press publishes in the morning, Monday through Friday. The News, formerly an all-day paper, publishes on an afternoon cycle. On weekends, the newspapers publish combined morning editions under the name The Detroit News and Free Press. On Saturdays, the Free Press provides news, sports and business and The News provides features. On Sundays, those roles reverse. Knight-Ridder received 45% of any profit of the agency through the first three years, with Gannett receiving 55%. In the fourth year, Knight-Ridder received 47% of the DNA profit and, beginning Dec. 27, 1993, received 49%. Beginning Dec. 26, 1994, profits will be split equally through the end of the 100-year JOA. Household penetration for the combined Detroit News and Free Press in the MSA was 50.3% daily and 60.5% Sunday. Average audited circulation of just under 1.2 million ranked the Sunday News-Free Press third in the nation. The following table shows average audited circulation for the years ended March 31, 1993, 1992 and 1991. Advertising and revenue amounts are for the fiscal years.
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[Enlarge/Download Table] Detroit Free Press 1993 1992 1991 --------------------------- --------------------------- -------------------------- DNA/ DNA DNA DNA DNA DNA Free Press News Free Press News Free Press News ---------- ------- ---------- ------- ---------- ------- Average Circulation Morning................................... 576,359 592,502 623,408 Evening................................... 391,768 434,181 489,311 Combined editions: ........................... Saturday.................................. 869,613 897,762 952,151 Sunday.................................... 1,180,505 1,195,497 1,220,143 -19- Average Linage (in 000s of six-column inches)* ROP Full-Run Retail............................... 623.3 596.1 633.7 General.............................. 79.4 88.2 84.4 Classified........................... 420.0 407.4 426.5 ------- ------- ------- Total............................ 1,122.7 1,091.7 1,144.6 ======= ======= ======= ROP Factored Part-Run.................................. 73.0 62.6 49.5 Preprints - Full-Run..................... 347.8 280.4 245.4 Part-Run..................... 522.2 496.0 493.8 Total Preprints Inserted* (in 000s)........... 495,338 448,665 437,460 Advertising Revenue* (in 000s) Retail.................................... $ 93,241 $ 87,458 $ 88,049 General................................... 18,897 20,568 19,217 Classified................................ 45,181 41,174 37,647 --------- ---------- ---------- Total............................ $ 157,319 $ 149,200 $ 144,913 ========= ========== ========== Circulation Revenue* (in 000s)................ $ 55,694 $ 53,626 $ 52,666 ========= ========== ========== *Under the joint operating agreement, Knight-Ridder reports 50 percent of total linage, preprints inserted and revenue for Free Press and Detroit News advertising , which is handled by the Detroit Newspaper Agency. The Newspapers The following table presents for each of the daily newspapers the average daily circulation for the 1993 audit year, the advertising linage, preprints inserted and household coverage through Dec. 26, 1993, and the percentage population growth for each area from 1990 through 1992. [Enlarge/Download Table] -20- Advertising Volume ------------------------------- (in 000s of Six-Column Inches) ------------------------------- Run-of-Press ------------------------------- Average Full-Run Total Preprints Daily ABC City 1990 to 1992 Daily --------------------------- Factored Inserted Zone Household % Change Publication Circulation* Retail General Classified Part-Run (In 000s) Coverage in Population ------------------------- ------------ ------ ------- ---------- -------- -------------- -------------- ------------- Aberdeen American News-AM 18,844 282.1 5.7 149.9 17.7 9,534 78.1% 0.0 (a) Akron Beacon Journal-AM 159,586 584.2 44.6 608.1 29.0 208,997 59.8% 1.8 Biloxi Sun Herald-AM 49,666 # 454.1 17.4 422.9 4.6 54,819 55.1% 2.7 Boca Raton News-AM 24,382 (b) 685.7 80.2 479.2 54.4 16,511 35.2% 5.8 (a) ---------------------------------------------------------------------------------------------------------------------------------- Boulder Daily Camera-AM 34,620 # 578.4 14.5 502.0 19.9 44,928 56.9% 5.3 Bradenton Herald-AM 41,104 # 513.7 8.3 377.6 5.4 65,451 42.5% 3.9 Charlotte Observer-AM 232,294 770.1 66.4 616.1 230.2 247,702 57.8% 3.8 Columbia State-AM 136,609 653.9 46.3 536.5 13.8 183,088 55.7% 1.8 ---------------------------------------------------------------------------------------------------------------------------------- Columbus Ledger-Enquirer-AM 53,759 401.2 12.3 325.0 18.7 66,130 48.7% 3.1 Detroit Free Press-AM 576,359 623.3 79.4 420.0 73.0 495,338 25.6% 0.7 Duluth News-Tribune-AM 57,889 323.6 13.4 341.9 29.7 75,066 63.9% (0.2) Fort Wayne News-Sentinel-PM (c) 54,117 # 754.9 39.3 669.6 75.1 172,410 38.0% 2.3 ---------------------------------------------------------------------------------------------------------------------------------- Gary Post-Tribune-AM 73,515 476.2 18.8 433.1 75.0 120,481 49.8% 2.1 (a) Grand Forks Herald-AM 40,205 289.4 13.1 240.4 6.7 35,575 70.7% 0.3 (a) Lexington Herald-Leader-AM 125,373 # 628.1 15.8 367.2 16.7 156,205 56.7% 3.9 Long Beach Press-Telegram-AM 124,260 529.4 75.7 549.8 158.4 137,056 32.9% 2.6 (a) ---------------------------------------------------------------------------------------------------------------------------------- Macon Telegraph-AM 74,483 348.8 15.3 272.6 27.0 89,432 54.0% 1.7 Miami Herald-AM 401,733 # 1,100.7 225.4 999.7 675.3 571,914 36.8% 2.4 (a) Milledgeville Union-Recorder-AM 8,452 (b) 135.2 3.3 65.8 52.3 7,394 57.0% 1.0 (a) Myrtle Beach Sun News-AM 37,677 # 533.7 11.3 502.8 14.7 33,960 68.4% 7.0 (a) ---------------------------------------------------------------------------------------------------------------------------------- Philadelphia Inquirer-AM 502,445 # 1,056.0 203.9 760.7 93.1 752,429 (d) 25.4% 0.9 Philadelphia Daily News-AM 195,337 # 368.3 44.5 311.4 0.0 0 (d) 10.2% 0.9 Saint Paul Pioneer Press-AM 211,406 587.3 61.0 473.2 13.6 317,522 43.2% 3.8 (a) San Jose Mercury News-AD 278,231 # 1,144.3 252.1 1,315.3 50.9 434,877 44.3% 1.7 ---------------------------------------------------------------------------------------------------------------------------------- -21- State College Centre Daily Times-AM 26,113 # 454.0 5.8 263.8 13.6 26,471 51.2% 1.9 Tallahassee Democrat-AM 57,960 691.6 17.4 578.4 52.9 97,760 54.3% 3.8 Wichita Eagle-AM 117,344 # 488.1 18.3 508.0 68.2 185,887 49.9% 3.0 ---------------------------------------------------------------------------------------------------------------------------------- U.S.A. Average = +2.4% *On the average, 71.5% was home-delivered in 1993. #Unaudited. (a) Company definition of newspaper market because this community is not a separate Metropolitan Statistical Area. (b) Company circulation data. (c) In addition to the circulation of the News-Sentinel, the joint agency partner (The Journal-Gazette) had an average daily circulation of 62,435. Linage statistics include both newspapers. (d) Philadelphia reports preprints inserted on a combined basis. Business Information Services Business Information Services (BIS) produces, distributes and facilitates the use of financial, general business, scientific, technological, transportation and other information by global business and professional users. BIS represented 17.9% of total Knight-Ridder operating revenue in 1993. Since its 1983 inception, it has been the fastest-growing Knight-Ridder division. BIS revenue has grown at a compound annual rate of 22.4% over the past 10 years on the strength of acquisitions, new product development and global market expansion. During 1993, BIS consisted of three operations: Dialog, Knight-Ridder Financial and the Journal of Commerce. In January 1994, BIS acquired the business assets of Technimetrics, a leading publisher of investor relations information and business executive and investment professional lists. Dialog: Dialog, including Data-Star acquired in 1993, is the leading online source for global business and professional information. Dialog distributed archival business and professional information to more than 155,000 subscribers in over 100 countries during 1993. Principal products are the Dialog and Data-Star online services and the Dialog OnDisc CD-ROM product series. Dialog also provides online and on-site library services to the United States and Latin American newspaper industries. The Dialog online service and on-site products provide access to more than 450 online databases and 50 CD-ROM products, including abstracts -22- and the full text of leading publications covering science and technology, general business (products and markets, people, company fundamentals), legal issues and news. In addition, users can retrieve patent and chemical substructure information from the Dialog online service. The Data-Star online service provides access to 250 medical, business, pharmaceutical and European directory databases. Dialog subscribers are business and professional information specialists and end-users interested in scientific research, competitive intelligence, technology, industry and market developments and general business and financial information. Subscribers for these services include business executives, research chemists, engineers, lawyers, doctors and educators. During 1993, Dialog increased the amount of information available on its online service by 21%, providing access to more than two terabytes (the equivalent of more than 500 million typed pages) of information from thousands of publications. The databases include information from other Knight-Ridder companies, including KRF (MoneyCenter), the Journal of Commerce (PIERS) and 12 Knight-Ridder newspapers. Dialog also published an additional six CD-ROM titles during 1993, bringing the total to 50. During 1993, Dialog enhanced the Data-Star online service by adding 45 databases focusing on European business and global scientific and technology issues. Dialog also worked on a Dialog/Data-Star gateway, which will be made available early in 1994. Several companies compete with Dialog, including Mead Data Corp. and Scientific and Technical Information Network (STN), offered by the American Chemical Society. Knight-Ridder Financial (KRF): KRF provides real-time and historical news and price information to the global financial community and operates in over 30 countries. In addition, KRF delivers print and CD-ROM-based historical price information and market commentary to more than 16,000 subscribers in 100 countries. KRF offers real-time and historical access to market-moving news, cash market and exchange prices, expert third-party market analyses and technical analysis features developed by KRF and others. Subscribers to KRF information include traders, brokers and analysts in leading financial institutions, agricultural companies and industry throughout the world. KRF customers have access to real-time and historical price and other pertinent information for more than 65,000 instruments. In December 1993, KRF acquired Equinet Pty. Ltd. and the Dataline Asia-Pacific Database. -23- KRF provides information products to subscribers on the following platforms: * Digital Datafeed and Digital Page Server, providing full access to KRF information on systems currently in use at most leading financial institutions around the world. * MoneyCenter for Windows (MCW), delivering KRF information and functionality on industry standard Local Area Networks and offering real-time links to electronic spreadsheets and graphics software. In 1993, the MoneyCenter for Windows platform was significantly expanded through the introduction of MoneyCenter for Windows Release 2.1. This product gave MCW customers the capacity to retrieve the entire KRF information real-time and archival database, previously available only on the TradeCenter platform. * TradeCenter II and ProfitCenter, providing sophisticated technical analysis tools for real-time decision support, including highly flexible software to view and analyze time series information ranging from trade-to-trade to over 20 years of historical data. TradeCenter II operates in the Unix environment. * CommodityCenter, addressing the needs of the low-end, U.S.-based commodities markets and responding to market demand for advanced, low-end products. CommodityCenter allows KRF to deliver on a cost-effective platform selected real-time information products, the Global Weather Service information product and sophisticated national weather radar map imagery to the agricultural commodities customer. * Equinet, currently providing access to real-time and historic Australian and New Zealand equities and option price information and related analytic features. Equinet operates in a Windows environment and is interactive. KRF also operates the world's largest futures-oriented print chart and market analysis information service, with principal products of Commodity Perspective and Commodity Research Bureau (CRB). KRF also publishes KR-CRB Infotech, a CD-ROM product that offers access to more than 50 years of CRB market commentary and price information. KRF competes with a number of financial information services including Bloomberg, Dow Jones/Telerate and Reuters. Journal of Commerce: The Journal of Commerce (JoC) provides print and electronic products geared to businesses and individuals involved in international trade and transportation. The 167-year-old daily Journal of Commerce, with over 21,000 circulation, is the primary print product. The JoC also publishes a monthly International Edition delivered to more than 15,000 subscribers on a controlled basis. In addition, it produces editorial copy and places advertising in special monthly editions that appear in leading Russian, Chinese, Polish and Latin American newspapers. The Journal of -24- Commerce also publishes Traffic World and Florida Shipper, two leading transportation weekly magazines. The JoC offers a series of electronic products, including PIERS (Port Import/Export Reporting Service), RATES (Rapid Access Tariff Expediting Service), Shiprate and Traderate. PIERS provides access to a comprehensive database containing information on all products entering or leaving United States ports. The RATES database provides steamship tariff information in page and data format. Shiprate provides steamship companies the ability to maintain and access tariff databases essential to their operations. Meeting the new requirements of the Federal Maritime Commission, the Traderate database provides the same information as does Shiprate, in a more functional digital format. PROPERTIES: BIS maintains production, news and sales facilities throughout the world. Of the 612,600 square feet of office and production capacity currently utilized, approximately 81% is leased under operating leases that expire between 1994 and 2007. During the three years ended Dec. 26, 1993, BIS spent approximately $100 million for capital additions and improvements to its existing properties. TECHNOLOGY: BIS operations utilize industry standard data processing and communications equipment. BIS uses internal staff resources to develop data storage, access and display applications, but operates with a preference for open-architecture systems, which facilitate the broadest possible use of BIS information. During 1993, BIS enhanced products by expanding data offerings and improving subscriber access and analysis. Some of these enhancements are: Dialog Dialog introduced Target, a non-Boolean search interface that identifies the most relevant articles on a subject and presents them in order of relevance to the subscriber-defined search terms. DialogLink for Windows, released in December 1993, provides an enhanced communications and search interface package that enables the use of the Windows graphical user interface to construct search terms. Dialog introduced Dialog SourceOne, a new fax-based document delivery service for U.S. patent articles and UMI's Abi/Inform articles and images. Dialog now offers Menu Alert (SM), a new menu-based interface for the Dialog Alert product line that also permits document delivery via fax or e-mail. Knight-Ridder Financial KRF increased its real-time and historical price information database to include more than 65,000 instruments, with a further upgrade to 256,000 instruments to follow in 1994. -25- KRF introduced MoneyCenter for Windows Release 2.1, which provides interactive real-time and CD-ROM access to the extensive KRF historical price databases, as well as access to all KRF news and price information. With the late 1993 acquisition of Equinet, KRF added a Windows-based, equity and options information and analytic service focused on the Asian markets. Journal of Commerce During 1993, the JoC converted its electronic PIERS and Transax product lines to an enhanced mainframe computer environment that provides more user functionality. The JoC released a series of Transax shipping tariff filing and retrieval products that are compatible with the new format prescribed by the Federal Maritime Commission. INVESTMENTS: Dialog made a minority investment in Personal Library Software, Inc., (PLS), an acknowledged leader in the information industry for text and image-based search and retrieval software. This allows the two companies to share technology and explore product and market synergies. Dialog is represented on the PLS board of directors. Dialog also made a minority investment in Individual, Inc., a company that specializes in information products for the corporate alerts market and has led in the delivery of customized electronic newsletters to business end users. Dialog is represented on Individual's board of directors. Partially Owned Companies Knight-Ridder owns 49.5% of the voting common stock and 65% of the non- voting common stock of the Seattle Times Co., which publishes The Seattle Times in Seattle, Wash., the Walla Walla Union-Bulletin in Walla Walla, Wash., and the Yakima Herald-Republic in Yakima, Wash. Knight-Ridder is an equal partner with Media General and Cox Enterprises in Southeast Paper Manufacturing Co., which operates a newsprint mill in Dublin, Ga. Knight-Ridder is a 13.5% owner, with eight partners, of Ponderay Newsprint Co., a 210,000-metric tonne newsprint mill in Usk, Wash. The managing partner, with 40% ownership, is Lake Superior Forest Products, Inc. TKR Cable Co., jointly owned with Liberty Media Corp., currently operates cable television systems in New York and New Jersey. In December 1992, Knight-Ridder exchanged its 7.5% interest in SCI Holdings, Inc., the holding company for all Storer Cable systems, for a 15% interest in the stock of certain of those systems. This reorganization included a refinancing of much of the original Storer acquisition debt. -26- In 1989, business operations of the Detroit Free Press were merged with those of The Detroit News to form the Detroit Newspaper Agency, a joint venture between Knight-Ridder and Gannett Co., Inc. The news and editorial functions of the two newspapers are separate and independent. Knight-Ridder owns 33.33% of the voting stock of Newspapers First; the balance is owned by Times Mirror and a group of major-market independents. Newspapers First is responsible for the sale and service of general, retail and national classified advertising accounts for a number of newspapers. Dialog has formed a small corporate joint venture called Article Express International, Inc., (AEI) that offers copies of original journal articles. Dialog owns 33.78% of the voting stock and 100% of the nonvoting stock. The balance of the voting stock is owned by Engineering Information, an unrelated not-for-profit corporation that manages AEI. Training, Management Development and Employee Relations Recognizing that Knight-Ridder's greatest asset is its people, the company places a premium on human resources development. Knight-Ridder is dedicated to helping employees realize their full potential while sharpening their focus on serving our internal and external customers. Contributing strongly to employee professionalism is the Knight-Ridder Institute of Training (KRIT). KRIT strives to be a premier provider of organizational development, strategic change and executive development resources. KRIT: * has launched initiatives throughout the company for corporate awareness through workshops that foster pluralism, diversity and customer service. * has delivered Miami-based, regional and on-site skill-building seminars for more than a thousand executives and employees. Professionals from outside firms paid thousands of dollars in tuition to attend KRIT programs. * supports local company efforts to accelerate individual and organizational development. To that end, a Matching Funds program adds $3 to every dollar spent at the local level toward leading change and strengthening human potential. * is one of the industry's few training and executive development centers that carries the American Council on Education's recommendation for college credit in its five-day skill-building seminars. * funded and delivered market-specific sales and sales management training for every newspaper company. * with Dialog Information Services, held an international sales conference for 110 Dialog participants. -27- * with Knight-Ridder Financial, supported management development through a high-level Strategic Leadership program in Miami, and supported sales in Southeast Asia through co-facilitation of a Tokyo conference for salespeople, sales management and customers. KRIT is bolstering executive bench strength at all levels, working with corporate and local human resources professionals to provide the tools for managing change, growing high-potential executives and supporting the developmental needs of a diverse work force. Management development reviews and succession-planning programs strongly foster executive excellence. Each year, reviews are conducted at the local level for key managers, and plans are made for their development and promotion. Management development programs provide a reservoir of talent for filling key positions throughout the company. The new Marketing Leadership Development program identifies a dozen advertising and circulation managers with strong experience and high potential to become division executives. Candidates work with local and corporate executives to design 24- to 30-month career plans to qualify them for promotion to significant additional responsibilities. An intensive, five-day General Executive Development Program provides other high-potential midcareer executives with specifically tailored experiences and corporate sponsorship to prepare them for key leadership roles. The Executive Leadership Program, targeted to key executives, is a 25-day educational experience conducted over the course of one year. This extended commitment to leadership development is unique in American corporate executive education. During 1993, Knight-Ridder provided facilitators to a third of its companies for executive management and interdepartmental team building. Other programs offer assistance with employee involvement, managing organizational change and customer service leadership training. Knight-Ridder continues a long-standing commitment to increasing the role of women and minorities in its businesses, reflecting the diversity of the communities it serves. Each company maintains a five-year plan that details its strategies for achieving a more diverse work force. Managers are evaluated on the progress they make toward significantly increasing the pool of women and minority members who are qualified to fill key positions. In the past five years, thousands of employees at all Knight-Ridder companies have participated in discrimination awareness efforts. In 1994, KRIT will roll out a companywide "Diversity is the Competitive Edge" workshop for every employee and marketplace. -28- Knight-Ridder is an equal opportunity employer. The Minority Hiring Program actively recruits and hires minority group members into management offices and newsrooms. The program assists managers and editors in the overall development of minorities. Knight-Ridder is committed to positive, productive employee relations. Approximately 42% of the 20,000 full-time employees are represented by nearly 100 local unions under collective bargaining agreements that expire and are renegotiated at varying times every few years. These agreements conform with the pattern of labor agreements in the American newspaper industry. Other The company's business is such that the dollar amount of the backlog of orders would not be of any significance to the understanding of its operations. The company does not anticipate that compliance with the federal, state or local provisions regulating the discharge of materials into the environment will have a material effect upon its capital expenditures, earnings or competitive position. Sources of Information Population and household figures for 1990 are from the U.S. Bureau of the Census, while estimates for Dec. 31, 1992, are from the Sales & Marketing Management Survey of Buying Power, Aug. 30, 1993. Metropolitan Statistical Areas, as defined by the U.S. Office of Management and Budget, are used for newspaper markets unless otherwise indicated. Population estimates for 2015 are from the National Planning Association Data Services, Inc. (92-R-1 & 2). Newspaper households and circulation data for 1993 are from the latest available annual audit reports from the Audit Bureau of Circulations. Advertising linage is from company records. Where necessary, certain previously reported statistics have been restated to be consistent with measurement guidelines currently used. The Company Knight-Ridder, Inc., was formed in 1974 by a merger between Knight News- papers and Ridder Publications, Inc. In 1903, Charles Landon Knight purchased the Akron Beacon Journal. Knight Newspapers was founded by John S. Knight, who inherited the Beacon Journal from his father in 1933. Ridder Publications was begun in 1892 when Herman Ridder acquired the German-language Staats-Zei-tung in New York. Both groups flourished, each taking its stock public in 1969. The merger created a company with operations coast to coast. -29- The Business Information Services Division was formally established in 1983, although Knight-Ridder owned the Journal of Commerce and Commodity News Services prior to that time. Dialog Information Services, Inc., was acquired in 1988. Knight-Ridder, Inc., was incorporated in Ohio in 1974. Headquartered in Miami, the company was reincorporated in Florida in 1976.
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[Download Table] Newsprint Consumption (In thousands of metric tonnes) Year Amount ------ ------- 1983 597 1984 635 1985 612 1986 642 1987 685 1988 687 1989 693 1990 667 1991 619 1992 618 1993 639 Knight-Ridder's newsprint consumption increased 3.4% over 1992 as a result of increased linage. -30-
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[Download Table] Average Daily Circulation For Knight-Ridder Newspapers (in thousands of copies) Year Amount ------ ------- 1983 3,789 1984 3,827 1985 3,749 1986 3,731 1987 3,978 1988 3,945 1989 3,955 1990 3,872 1991 3,745 1992 3,678 1993 3,654 Total circulation of Knight-Ridder's daily newspapers decreased 0.6%. -31-
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[Download Table] Average Sunday Circulation For Knight-Ridder Newspapers (In thousands of copies) Year Amount ------ -------- 1983 4,514 1984 4,593 1985 4,545 1986 4,556 1987 4,817 1988 4,844 1989 4,919 1990 4,808 1991 4,782 1992 4,774 1993 4,760 Total circulation of Knight-Ridder's Sunday newspapers decreased 0.3%. -32- ITEM 3. Legal Proceedings In 1990, a verdict was rendered against the company's subsidiary, Philadelphia Newspapers, Inc., (PNI), publisher of The Philadelphia Inquirer and Philadelphia Daily News, in a libel action entitled Sprague v. Philadelphia Newspapers, Inc., for $2.5 million in compensatory damages and $31.5 million in punitive damages. Following entry of the judgment on Sept. 15, 1992, PNI, as required by statute, posted a bond equal to 120% of the amount of the verdict and appealed the judgment to the Pennsylvania Superior Court. PNI believes that substantial grounds exist for a decision by an appellate court to reverse the trial court and remand the case for a new trial. The Comprehensive Environmental Response, Compensation and Liability Act (Superfund) establishes a fund to clean up deposits and spills of hazardous substances. The Company has been identified by certain regulatory agencies as one of several potentially responsible parties in connection with the generation of allegedly hazardous substances which may have been disposed of or reclaimed by third-party contractors at sites in New Jersey, Maryland, South Carolina, North Carolina, Pennsylvania, and Kansas. The Company, certain other potentially responsible parties and the United States Environmental Protection Agency (EPA) have entered into consent orders relating to the sites in New Jersey, South Carolina and North Carolina providing for remedial investigations and feasibility studies or remediation to be performed. The Company does not anticipate that any liability arising from ultimate relief secured by regulatory agencies or other persons will have a material effect on the Company's business or financial condition. The Company is cooperating with the appropriate regulatory agencies with respect to compliance with environmental laws. ITEM 4. Submission of matters to a vote of security holders None. PART II ITEM 5. Market for registrant's common stock and related stockholder matters -------------------------------------------------------------------- KRI STOCK Knight-Ridder common stock is listed on the New York Stock Exchange and the Frankfurt Stock Exchange under the symbol KRI and on the Tokyo Stock Exchange with the designation 9491. The stock also is traded on exchanges in Philadel- phia, Chicago, Boston, San Francisco, Los Angeles and Cincinnati, as well as through the Intermarket Trading System. Options are traded in the Philadel- phia Exchange. -33- [Enlarge/Download Table] Market Price of Common Stock The last closing price of the company's common stock prior to the preparation of this report was $57 3/4 on Jan. 28, 1994. The number of shareholders of record at Dec. 26, 1993 was 10,672. The following market data is as reported by Knight-Ridder Financial Services: 1993 1992 1991 -------------------- ------------------ -------------------- Quarter High Low High Low High Low --------- ------ ----- ------ ------- ------ ------- 1st............ 65 56 1/2 60 7/8 50 3/4 52 7/8 44 1/8 2nd............ 58 3/4 51 1/8 64 1/8 55 57 1/2 48 1/4 3rd............ 55 1/2 50 5/8 63 1/4 57 1/8 55 5/8 48 3/4 4th............ 61 3/4 52 61 3/4 54 7/8 51 43 3/4 [Download Table] Treasury Stock Purchases The table below is a summary of treasury stock purchases since 1985: Shares Cost Purchased (000s) ---------- -------- 1993....................... 750,000 $ 40,693 1992....................... - - 1991....................... - - 1990....................... 2,662,700 129,909 1989....................... 2,761,100 131,885 1988....................... 4,549,600 198,279 1987....................... 1,000,000 38,728 1986....................... - - 1985....................... 9,500,000 332,308 -34- [Enlarge/Download Table] QUARTERLY OPERATIONS The company's largest source of revenue, retail advertising, is seasonal and tends to fluctuate with retail sales in markets served. Historically, retail advertising is higher in the second and fourth quarters. General advertising, while not as seasonal as retail, is lower during the summer. Classified advertising revenue has in the past been a reflection of the overall economy and has not been significantly affected by seasonal trends. The following table summarizes the company's unaudited quarterly results of operations (in thousands, except per share data): QUARTER -------------------------------------------------- First Second Third Fourth --------- -------- -------- --------- Description 1993 Operating revenue................................. $583,894 $621,682 $593,124 $652,648 Operating income.................................. 53,680 76,245 58,314 96,618 Net income........................................ 23,136 42,497 31,251 51,205 Net income per common and common equivalent share (1)........................... 0.42 0.77 0.57 0.93 Dividends declared per common share............... 0.35 0.35 0.35 0.35 1992 Operating revenue................................. $555,438 $590,531 $564,854 $618,706 Operating income.................................. 50,360 79,049 61,058 88,044 Income before cumulative effect of changes in accounting principles............... 25,006 46,090 31,392 43,598 Cumulative effect of changes in accounting principles for: Income taxes................................ 25,800 Postretirement benefits other than pensions. (131,000) Net income (loss)................................. (80,194) 46,090 31,392 43,598 Net income (loss) per common and common equivalent share (1): Income before cumulative effect of changes in accounting principles...... 0.46 0.84 0.57 0.79 Cumulative effect of changes in accounting principles................. (1.93) Net income (loss)........................... (1.47) 0.84 0.57 0.79 Dividends declared per common share............... 0.35 0.35 0.35 0.35 -35- 1991 Operating revenue................................ $545,441 $574,842 $544,446 $593,449 Operating income................................. 39,520 75,474 51,721 76,558 Net income....................................... 15,830 41,573 28,300 46,365 Net income per common and common equivalent share (1)........................... 0.32 0.82 0.54 0.86 Dividends declared per common share.............. 0.35 0.35 0.35 0.35 (1) Amounts do not total to the annual earnings per share because each quarter and the year are calculated separately based on average outstanding shares during that period. ITEM 6. Selected Financial Data -----------------------
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[Enlarge/Download Table] 11-Year Financial Highlights (In thousands, except per share data and ratios) The following data were compiled from the consolidated financial statements of Knight-Ridder, Inc., and subsidiaries. The consolidated financial statements and related notes and discussions for the year ended Dec. 26, 1993, (Items 7 & 8) also should be read in order to obtain a better understanding of this data. Compound Growth Rate ------------------ Dec. 26 Dec. 27 Dec. 29 Dec. 30 Dec. 31 5-Year 10-Year 1993 1992 1991 1990 1989 ------- ------- ------- ------- ------- ------- ------- Summary of Operations Operating Revenue Newspapers Advertising............................ (0.5)% 3.7 % $ 1,481,631 $ 1,444,144 $ 1,429,661 $ 1,556,932 $ 1,577,449 Circulation............................ 5.0 5.1 474,420 460,014 439,029 403,188 385,214 Other.................................. 13.8 9.8 56,772 39,932 35,127 31,981 32,212 --------- --------- --------- --------- --------- Total Newspapers................... 0.9 4.1 2,012,823 1,944,090 1,903,817 1,992,101 1,994,875 Business Information Services............. 22.4 22.4 438,525 385,439 354,361 332,628 289,585 Other..................................... --------- --------- --------- --------- --------- Total Operating Revenue............ 3.3 5.6 2,451,348 2,329,529 2,258,178 2,324,729 2,284,460 --------- --------- --------- --------- --------- -36- Operating Costs Depreciation.............................. 5.0 9.4 104,314 93,838 91,147 90,739 89,669 Amortization of the excess of cost over net assets acquired............... 8.2 17.7 19,754 18,892 18,885 18,831 18,622 Other operating costs..................... 3.5 5.6 2,042,423 1,938,288 1,904,873 1,914,533 1,854,175 --------- --------- --------- --------- --------- Total Operating Costs............ 3.6 5.8 2,166,491 2,051,018 2,014,905 2,024,103 1,962,466 --------- --------- --------- --------- --------- Operating Income............................. 1.0 3.8 284,857 278,511 243,273 300,626 321,994 Interest expense......................... (6.3) 23.7 (45,112) (52,375) (68,843) (71,803) (84,622) Other, net............................... (32.7) (11.9) 3,656 13,580 35,940 17,119 57,381 Income taxes, net........................ 1.6 0.3 (95,312) (93,630) (78,302) (96,897) (114,917) --------- --------- --------- --------- --------- Net income from continuing operations....... 0.2 2.8 148,089 146,086 132,068 149,045 179,836 Discontinued broadcast operations (1)....... 67,366 Cumulative effect of changes in accounting principles (5)............ (105,200) --------- --------- --------- --------- --------- Net income.................................. (1.1) 2.2 $ 148,089 $ 40,886 $ 132,068 $ 149,045 $ 247,202 ========= ========= ========= ========= ========= Operating Income Percentage (Profit margin). 11.6% 12.0% 10.8% 12.9% 14.1% ---------------------------------------------------------------------------------------------------------------------------------- Share Data Average number of common and common equivalent shares outstanding... 55,332 55,178 51,797 50,683 52,439 Income per common and common equivalent share................ Continuing operations................ 0.7 4.8 $ 2.68 $ 2.65 $ 2.55 $ 2.94 $ 3.43 Discontinued broadcast operations (1) 1.28 Cumulative effect of changes in accounting principles (5)..... (1.91) Net income.......................... 2.68 0.74 2.55 2.94 4.71 Cash dividends per common share............. 4.1 9.2 1.40 1.40 1.40 1.34 1.24 1/2 Common stock price (2) High.................................... 65 64 1/8 57 1/2 58 58 3/8 Low..................................... 50 5/8 50 3/4 43 3/4 37 42 7/8 Close................................... 59 3/8 58 1/8 50 3/4 45 7/8 58 3/8 Shareholders' equity per common share....... 7.9 6.1 $ 22.67 $ 21.50 $ 21.44 $ 18.09 $ 17.83 Price/Earnings Ratio (3).................... 22.2:1 21.9:1 19.9:1 15.6:1 20.4:1 -37- ---------------------------------------------------------------------------------------------------------------------------------- Other Financial Data Net change in total debt.................... $ (109,170)$ (46,595)$ (217,118)$ 111,018 $ (324,135) Common stock acquired....................... 40,693 129,909 131,885 Payment of cash dividends................... 76,787 75,992 71,087 66,422 63,260 Ratio of Earnings to Fixed Charges (4)...... 4.5:1 3.9:1 2.9:1 3.4:1 3.6:1 At Year End Total assets........................... 2,431,432 2,458,059 2,332,751 2,270,459 2,134,626 Working capital........................ (5,180) 55,669 34,023 75,396 70,269 Long-term debt......................... 410,388 495,941 556,797 803,914 660,900 Total debt............................. 451,075 560,245 606,840 823,958 712,940 Shareholders' Equity................... 1,243,169 1,181,812 1,148,620 894,913 917,145 Current ratio.......................... 1.0:1 1.1:1 1.1:1 1.2:1 1.2:1 Total debt/total capital ratio......... 26.6% 32.2% 34.6% 47.9% 43.7% Long-term debt/equity ratio............ 33.0% 42.0% 48.5% 89.8% 72.1% See Notes on Pages 40-41.
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[Enlarge/Download Table] -38- 11-Year Financial Highlights (In thousands, except per share data and ratios) The following data were compiled from the consolidated financial statements of Knight-Ridder, Inc., and subsidiaries. The consolidated financial statements and related notes and discussions for the year ended Dec. 26, 1993, (Items 7 & 8) also should be read in order to obtain a better understanding of this data. Dec. 31 Dec. 31 Dec. 31 Dec. 31 Dec. 31 Dec. 31 1988 1987 1986 1985 1984 1983 ------- ------- ------- ------- ------- ------- Summary of Operations Operating Revenue Newspapers Advertising............................ $ 1,523,030 $ 1,464,447 $ 1,332,820 $ 1,220,534 $ 1,186,559 $ 1,034,774 Circulation............................ 370,898 357,553 334,670 312,988 302,281 289,522 Other.................................. 29,743 28,578 25,362 25,873 24,235 22,321 --------- --------- --------- --------- --------- --------- Total Newspapers................... 1,923,671 1,850,578 1,692,852 1,559,395 1,513,075 1,346,617 --------- --------- --------- --------- --------- --------- Business Information Services.............. 159,659 99,260 88,904 80,095 66,961 58,280 Other...................................... 18,344 26,338 24,871 21,938 20,011 --------- --------- --------- --------- --------- --------- Total Operating Revenue............ 2,083,330 1,968,182 1,808,094 1,664,361 1,601,974 1,424,908 --------- --------- --------- --------- --------- --------- Operating Costs Depreciation.............................. 81,725 73,706 64,814 56,758 47,387 42,472 Amortization of the excess of cost over net assets acquired............... 13,340 11,072 4,190 4,587 3,757 3,888 Other operating costs..................... 1,717,502 1,588,311 1,480,440 1,382,247 1,314,693 1,181,585 --------- --------- --------- --------- --------- --------- Total Operating Costs............ 1,812,567 1,673,089 1,549,444 1,443,592 1,365,837 1,227,945 --------- --------- --------- --------- --------- --------- Operating Income............................. 270,763 295,093 258,650 220,769 236,137 196,963 Interest expense......................... (62,465) (49,583) (33,248) (21,624) (9,723) (5,383) Other, net............................... 26,515 20,061 20,172 21,866 15,718 12,999 Income taxes, net........................ (88,038) (116,837) (113,000) (96,577) (110,741) (92,693) --------- --------- --------- --------- --------- --------- Net income from continuing operations....... 146,775 148,734 132,574 124,434 131,391 111,886 Discontinued broadcast operations (1)....... 9,608 6,429 7,465 8,290 9,419 7,549 Cumulative effect of changes in accounting principles (5)............ --------- --------- --------- --------- --------- --------- Net income................................. $ 156,383 $ 155,163 $ 140,039 $ 132,724 $ 140,810 $ 119,435 ========= ========= ========= ========= ========= ========= -39- Operating Income Percentage (Profit margin). 13.0% 15.0% 14.3% 13.3% 14.7% 13.8% ---------------------------------------------------------------------------------------------------------------------------------- Share Data Average number of common and common equivalent shares outstanding... 56,703 58,646 58,202 60,732 65,578 66,498 Income per common and common equivalent share................ Continuing operations................ $ 2.59 $ 2.54 $ 2.28 $ 2.05 $ 2.00 $ 1.68 Discontinued broadcast operations (1) 0.17 0.11 0.13 0.14 0.15 0.12 Cumulative effect of changes in accounting principles (5)..... Net income........................... 2.76 2.65 2.41 2.19 2.15 1.80 Cash dividends per common share............. 1.14 1/2 1.03 0.91 0.79 0.67 0.58 Common stock price (2) High.................................... 47 3/4 61 1/4 57 7/8 41 3/8 31 30 1/2 Low..................................... 35 3/4 33 1/4 37 1/2 28 21 1/4 22 1/8 Close................................... 45 3/8 40 1/8 46 7/8 39 7/8 29 1/4 26 1/2 Shareholders' equity per common share....... $ 15.47 $ 15.85 $ 14.28 $ 12.38 $ 14.17 $ 12.59 Price/Earnings Ratio (3).................... 17.5:1 15.1:1 19.5:1 18.2:1 13.6:1 14.7:1 ---------------------------------------------------------------------------------------------------------------------------------- Other Financial Data Net change in total debt.................... $ 483,840 $ (115,026)$ 360,041 $ 240,597 $ (1,883)$ 30,188 Common stock acquired....................... 198,279 38,728 332,308 55,497 Payment of cash dividends................... 62,990 57,426 49,877 46,077 41,344 35,080 Ratio of Earnings to Fixed Charges (4)...... 3.7:1 5.1:1 6.4:1 8.6:1 16.6:1 23.1:1 At Year End Total assets........................... 2,357,040 1,919,875 1,906,459 1,355,480 1,312,804 1,149,955 Working capital........................ 83,695 48,835 74,429 90,019 133,585 60,229 Long-term debt......................... 727,043 508,203 620,389 263,058 67,612 65,301 Total debt............................. 1,037,075 553,235 668,261 308,220 67,623 69,506 Shareholders' Equity................... 821,625 901,498 815,982 696,576 921,569 807,979 Current ratio.......................... 1.1:1 1.2:1 1.2:1 1.3:1 1.6:1 1.3:1 Total debt/total capital ratio......... 55.8% 38.0% 45.0% 30.7% 6.9% 8.0% Long-term debt/equity ratio............ 88.5% 56.4% 76.0% 37.8% 7.3% 8.1% NOTES (1) Results of operations of the company's Broadcast Division (sold in 1989) and the gain on the sale of broadcast assets are presented as "Discontinued broadcast operations." (2) Common stock prices as quoted by Knight-Ridder Financial Services. (3) Price/Earnings Ratio is computed by dividing closing market price by earnings for the trailing 12-month period. 1992 earnings exclude the effects of changes in accounting principles. For 1989 and 1988, the earnings represent continuing operations. 1989 earnings also exclude the gain on the sale of the Pasadena Star-News. -40- (4) The ratio of earnings to fixed charges is computed by dividing earnings (as adjusted for fixed charges and undistributed equity income from unconsolidated subsidiaries) by fixed charges for the period. Fixed charges include interest on debt (before capitalized interest), interest component of rental expense, the proportionate share of interest expense on guaranteed debt of certain equity-method investees and on debt of 50%-owned companies. (5) For 1992, the cumulative effect of changes in accounting principles represents adjustments from the implementation of FAS 109 -Accounting for Income Taxes and FAS 106-Accounting for Postretirement Benefits Other Than Pensions. ITEM 7. Management's Discussion and Analysis of Financial Condition ----------------------------------------------------------- and Results of Operations ------------------------- Knight-Ridder is an international information and communications company engaged in newspaper publishing, business news and information services, electronic retrieval services and news, graphics and photo services. In 1993, the gross revenue from these businesses was almost $2.5 billion. The company also is involved in other newspaper businesses, cable television and newsprint manufacturing through business arrangements, including joint ventures and partnerships. The charts at the end of this section illustrate the approximate relative percentages of the components of operating revenue and of operating costs as a percentage of revenue. Glossary of Newspaper Advertising Terms The following definitions may be helpful when reading the Discussion and Analysis of Operations. RETAIL - display advertising from local merchants, such as department and grocery stores, selling goods and services to the public. GENERAL - display advertising by national advertisers who promote products or brand names on a nationwide basis. CLASSIFIED - small, locally placed ads listed together and organized by category, such as real estate sales, employment opportunities and automobile sales and display-type advertisements in these categories. FULL-RUN - advertising appearing in all editions of a newspaper. PART-RUN - advertising appearing in select editions or zones of a newspaper's market. Part-run advertising is translated into full-run equivalent linage (referred to as factored) based on the ratio of the circulation in a particular zone to the total circulation of a newspaper. RUN-OF-PRESS (ROP) - all advertising printed on Knight-Ridder presses and appearing within a newspaper. PREPRINT - advertising supplements prepared by advertisers and inserted into a newspaper. -41- NEWSPAPER revenue is derived principally from advertising and newspaper copy sales. Newspaper advertising currently accounts for 60% of consolidated revenue. This revenue comes from the three basic categories of advertising - retail, general and classified - discussed above. Newspaper advertising volume is categorized as either run-of-press (ROP) or preprint. Volume for ROP advertising is measured in terms of either full-run or part-run advertising linage and reported in six-column inches. A six-column inch consists of one inch of advertising in one column of a newspaper page when that page is divided into six columns of equal size. By using part-run advertising, advertisers can direct their messages to selected market segments. Circulation revenue results from the sale of newspapers. Circulation of daily and Sunday newspapers currently accounts for 19% of consolidated revenue. It is reported at the net wholesale price for newspapers delivered or sold by independent contractors and at the retail price for newspapers delivered or sold by employees. Other newspaper revenue comes from alternate delivery systems, commercial job printing, newsprint scrap sales, newspaper trucking services, book publishing, niche publications and other miscellaneous sources. BUSINESS INFORMATION SERVICES (BIS) revenue includes operations of Dialog, Knight-Ridder Financial and the Journal of Commerce. Dialog includes Dialog Information Services and Data-Star, a 1993 acquisition with Europe-based online operations. Dialog and Data-Star have more than 155,000 customers in over 100 countries and offer more than 450 databases. Subscribers are charged according to the amount of time they spend online and which databases they access. Knight-Ridder Financial products include real-time and archival information services focusing on global sovereign debt, foreign exchange, money markets and futures instruments. Information displayed on these products consists of news, quotations, charts and a variety of other analytical services. The group generates revenue from subscribers in more than 30 countries. The Journal of Commerce publishes The Journal of Commerce, a business daily newspaper that focuses on global trade and transportation issues, and several more-targeted periodicals. It also provides access to electronic databases on imports, exports and steamship tariffs. SUMMARY OF OPERATIONS: A summary of the company's operations, certain share data and other financial data for the past 11 years is provided in Item 6. Compound growth rates for the past five- and 10-year periods are also included, if applicable. A review of this summary and of the -42- Supplemental Information section (Items 1 & 2) will provide a better understanding of the following discussion and analysis of operating results and of the financial statements as a whole. The Supplemental Information section contains financial data for the company's operations by line of business and includes discussions of the company's largest newspapers and information regarding the company's properties, technology and the raw materials used in operations. RESULTS OF OPERATIONS: 1993 vs. 1992 - Knight-Ridder, Inc., earnings per share was $2.68, up $.03, or 1.1%, from $2.65 per share before the cumulative effect of changes in accounting principles in 1992. Operating income increased 2.3% on a 5.2% increase in revenue in 1993. Operating income as a percentage of revenue was 11.6% compared with 12.0% in 1992. A 20.7% increase in net interest expense resulted from a reduction in capitalization of interest related to the Philadelphia plant. This was partially offset by higher earnings from our cable investment. NEWSPAPERS: The Newspaper Division's operating income increased $8.2 million, or 2.8%, to $298.8 million. The increase resulted from improved revenues that more than offset a 3.4% increase in the average price of newsprint, and increased costs due to the transition to the new plant in Philadelphia. Overall, newspaper advertising revenue increased by $37.5 million, or 2.6%, in 1993 on a full-run ROP linage increase of 1.3%. The following table summarizes the percentage change in revenue and full-run ROP linage from 1992. Percent Percent Gain Gain (Decline) (Decline) in Full-Run Advertising Category in Revenue ROP Linage -------------------- ---------- ---------- Retail 1.0 (1.0) General (3.4) (7.8) Classified 7.0 5.3 Total 2.6 1.3 Retail advertising revenue improved $7.6 million, or 1.0%. A 1.9% increase in full-run average rates and an increase in part-run ROP revenue was partially offset by a 1.0% decrease in full-run ROP linage. -43- General advertising revenue declined by $6.0 million, or 3.4%, from 1992 on a 7.8% decline in full-run ROP general linage, partially offset by an increase in preprint revenue. General advertising revenue did show year-over-year improvement in the fourth quarter of 1993. Classified revenue improved by $35.9 million, or 7.0%, on a 5.3% increase in full-run ROP volume. Circulation revenue increased $14.4 million, or 3.1%, despite a decline in average number of copies. Morning circulation declined 11,300 copies, or 0.4%, and afternoon circulation declined 11,800 copies, or 2.5%. Sunday circulation declined 14,300 copies, or 0.3%. Other newspaper revenue increased $16.8 million, or 42.2%, during 1993, primarily due to efforts to augment the revenue of our core newspaper business. BUSINESS INFORMATION SERVICES: In 1993, BIS contributed 17.9% of consolidated revenue, compared with 16.5% in 1992. Operating income was $23.4 million, up $1.3 million, or 6.1%, from 1992 on a 13.8% increase in revenue. About half of the revenue growth was due to the first-quarter acquisition of Data-Star. Excluding Data-Star revenue, BIS revenue was up 6.5% from the prior year. The graph at the end of this section illustrates the 22.4% compound growth rate for BIS revenue from 1983. EXPENSES: Labor and employee benefit costs were up $33.9 million, or 3.4%, with 141, or 0.7%, more employees resulting from expansion and acquisitions in the BIS division. The average wage per employee increased 3.9%. Included in 1992 results were $10.5 million in severance and buyout costs related to a Detroit joint operating agreement (JOA) labor settlement. Newsprint, ink and supplements cost increased by $18.2 million, or 5.8%, due to a 3.4% increase in both consumption and average newsprint prices from the prior year. Depreciation and amortization expense increased 10.6%, or $13.5 million, due to the completion of the new Philadelphia printing plant and BIS expansion. Other operating costs increased 8.1% from 1992 due partially to a $21.7 million increase in volume-related BIS royalty and exchange fee expenses. NON-OPERATING ITEMS: Net interest expense increased $6.7 million, or 20.7%, from 1992 as a result of the $14.6 million reduction in capitalized interest. This was partially offset by a reduction of interest expense reserves related to prior year tax audits and the call of $100.0 million of 8.0% notes, replaced by lower-rate commercial paper. Average interest rates on commercial paper decreased from 4.3% in 1992 to 3.2% in 1993. -44- Other non-operating items improved to a $2.2 million loss, a $4.1 million improvement from 1992. Most of the improvement came from our cable investment, which this year contributed an additional $3.5 million to our pretax income. INCOME TAXES: The effective income tax rate for 1993 was 39.2%, up 0.1% from 39.1% in 1992. Income tax expense included the $5.1 million unfavorable effect of the retroactive and current impact of the tax rate change in the Omnibus Budget Reconciliation Act of 1993. It was mostly offset by favorable adjustments of tax reserves and deferred tax assets resulting from settlement of IRS audits of prior years and resolution of other state tax issues. RESULTS OF OPERATIONS: 1992 vs. 1991 - Knight-Ridder, Inc., earnings per share before the cumulative effect of changes in accounting principles was $2.65, up $.10, or 3.9%, from $2.55 per share in 1991. The company recorded a non-recurring net charge of $105.2 million ($1.91 per share) related to the adoption of Financial Accounting Standards (FAS) 106 (Postretirement Benefits Other Than Pensions) and FAS 109 (Accounting For Income Taxes). The cumulative effect of adoption of FAS 106, relating to postretirement benefits other than pensions, was an after-tax reduction in earnings of $131.0 million, or $2.37 per share. This represents the unrecognized net obligation based on plans in place at the beginning of 1992. The company chose to recognize this "transition" amount immediately, rather than prospectively. In the second quarter, the company announced medical plan changes effective Jan. 1, 1993, that placed a maximum annual dollar cap for medical premiums that the company would pay for most future non-union retirees. Additionally, coverage after the age of 65 was eliminated for most future non-union retirees. The result of this announced plan change was a reduction in the prior service cost, which will be amortized over future years. The full-year operating profit reduction resulting from the recurring additional costs related to FAS 106 was $6.6 million, or an after-tax $.07 reduction in earnings per share. The adoption of FAS 109, which relates to accounting for deferred income taxes, resulted in an increase to 1992 net income of $25.8 million, or almost $.47 per share. Operating income increased 14.5% on a 3.2% increase in revenue in 1992. Operating income as a percentage of revenue improved to 12.0% from 10.8% in 1991. Revenue gains and a decline in the cost of newsprint contributed positively to operating income. A decline in net interest expense and higher earnings from our cable investment helped to offset the decline in earnings from our newsprint manufacturing investments. -45- NEWSPAPERS: The Newspaper Division's operating income increased $30.9 million, or 11.9%, to $290.5 million. The increase resulted from improved revenue and a decline in the cost of newsprint. Newspaper Division operating costs increased $9.3 million. Overall, newspaper advertising revenue increased by $14.5 million, or 1.0%, in 1992 on a full-run ROP linage decline of 1.5%. The following table summarizes the percentage change in revenue and full-run ROP linage from 1991. Percent Percent Gain Gain (Decline) (Decline) in Full-Run Advertising Category in Revenue ROP Linage -------------------- ---------- ----------- Retail (0.1) (2.8) General 1.0 (7.9) Classified 2.7 1.1 Total 1.0 (1.5) Retail advertising revenue was down $520,000, or 0.1%. A 2.8% decline in volume was partially offset by a 1.5% increase in full-run average rates and an increase in preprint and part-run revenue. General advertising revenue increased by $1.8 million, or 1.0%, from 1991 on the strength of an 8.2% increase in rates and an increase in preprint and part-run revenue. General full-run ROP linage declined 7.9% from 1991. Classified revenue improved by $13.2 million, or 2.7%, on a 1.1% increase in full-run ROP volume and a 1.7% increase in full-run average rates. Circulation revenue increased $21.0 million, or 4.8%, due to a 6.4% increase in average rates. Morning circulation declined 26,400 copies, or 0.8%, and afternoon circulation declined 40,900 copies, or 7.9%. Sunday circulation declined 7,200 copies, or 0.2%. BUSINESS INFORMATION SERVICES: In 1992, BIS contributed 16.5% of consolidated revenue, compared with 15.7% in 1991. Operating income was $22.1 million, up $1.9 million, or 9.3%, from 1991 on an 8.8% increase in revenue. EXPENSES: Labor and employee benefit costs were up $47.9 million, or 5.1%, with 83, or 0.4%, fewer employees. The average wage per employee increased 5.2%. Included in 1992 results were $10.5 million in severance and buyout costs related to a Detroit JOA labor settlement in the first half of the year. -46- Newsprint, ink and supplements cost declined by $63.0 million, or 16.6%, due to a 17.8% decrease in average newsprint prices from the prior year. Newsprint consumption was 0.1% less than 1991 as a result of shifting the printing of the Journal of Commerce to an outside company. Supplements cost decreased by $4.8 million, or 10.6%. Depreciation and amortization expense increased 3.4%, or $4.2 million, due to the start-up of the new Philadelphia printing plant and BIS expansion. Other operating costs increased 8.3% from 1991 due partially to an $11.8 million increase in volume-related BIS royalty and exchange fee expenses, and increased circulation promotion costs. Additionally, Knight-Ridder increased its level of contributions to help with the aftermath of Hurricane Andrew. NON-OPERATING ITEMS: Net interest expense declined $7.7 million, or 19.2%, from 1991 as a result of lower average debt balances and lower interest rates. Average interest rates on commercial paper decreased from 6.4% in 1991 to 4.3% in 1992. Other non-operating items decreased to a $6.2 million loss, a $13.6 million decline from 1991. The major reason for the decline was unfavorable results from our investments in newsprint manufacturing, which suffered from soft newsprint prices in 1992. Our cable investments performed well, but this was not enough to offset other non-operating losses. INCOME TAXES: The effective income tax rate for 1992 was 39.1%, up 1.9% from 1991's 37.2% as a result of the resolution of prior year tax issues. RESULTS OF OPERATIONS: 1991 vs. 1990 - Knight-Ridder, Inc., earnings per share from continuing operations for 1991 of $2.55 was down $.39, or 13.3%, from $2.94 per share in 1990. The serious impact of the recession and the effects of the war in the Middle East early in the year resulted in our first down year after 15 consecutive years of earnings per share growth, excluding the impact of gains from major asset sales. Operating income from continuing operations decreased 19.1% on a 2.9% decrease in revenue in 1991. Operating income as a percentage of revenue was 10.8%, compared with 12.9% in 1990. Gains in the Business Information Services Division and a decline in total newsprint expense contributed positively to operating income, but were not enough to offset the softness in advertising revenue. A decline in net interest expense and higher earnings from investments in cable and newsprint manufacturing also helped offset the decline in operating income. NEWSPAPERS: The Newspaper Division's operating income decreased $64.2 million, or 19.8%, to $259.6 million. The decrease resulted from the -47- cyclical weakness in advertising revenue being experienced throughout the newspaper industry and other advertising media. Newspaper Division operating costs decreased 1.4%. Overall, newspaper advertising revenue declined by $127.3 million, or 8.2%, in 1991 on a full-run ROP linage decline of 9.4%. The following table summarizes the percentage changes in revenue and full-run ROP linage from 1990. Percent Percent Decline Decline in Full-Run Advertising Category in Revenue ROP Linage -------------------- ---------- ----------- Retail (4.1) (8.6) General (6.8) (12.5) Classified (14.1) (10.0) Total (8.2) (9.4) Retail advertising revenue was down $32.8 million, or 4.1%. An 8.6% decline in volume was partially offset by a 2.7% increase in full-run average rates and an increase in preprint revenue. The retail linage decline reflected the weakened condition of the retail industry and the economy in general. General advertising revenue declined $12.6 million, or 6.8%, from 1990. The volume decrease of 12.5% was slightly offset by a 3.9% increase in full-run average rates and greater volume in preprints. The continued decline in full-run ROP volume reflected softness in airline, food and factory automotive advertising. Classified revenue declined $81.9 million, or 14.1%, on a 10.0% drop in full-run ROP volume and a 4.8% decrease in full-run average rates. Almost every market was affected, with the biggest losses coming in the employment category. Employment revenue was down 24.4% on a 30.7% volume decrease, with the biggest losses in San Jose and Philadelphia. Real estate revenue dropped 13.8% on a 12.9% decline in linage. Automotive revenue was down 6.3% on a 0.3% decrease in volume. Circulation revenue increased $35.8 million, or 8.9%, due to a 12.0% increase in average rates. Morning circulation declined 12,000 copies, or 0.4%. Afternoon circulation declined 115,000 copies, or 18.2%. Sunday circulation declined 26,000 copies, about the same percentage reduction experienced in weekday morning circulation. -48- BUSINESS INFORMATION SERVICES: In 1991, BIS contributed 15.7% of consolidated revenue, compared with 14.3% in 1990. While the company reinvested significant profits in the development of this division, operating income was $20.2 million, up $3.0 million, or 17.3%, from 1990 on a 6.5% increase in revenue. Dialog and MoneyCenter accounted for most of the revenue increases as a result of increases in the number of customers served. EXPENSES: Labor and employee benefit costs were up $12.5 million, or 1.3%, with 3.5% fewer employees. The average wage per employee increased 3.5%. Additionally, 1991 includes $14.3 million of severance and early retirement costs incurred in the second half of the year by several newspapers, designed to streamline operations and further reduce costs in future years. Excluding these buyout costs from 1990 and 1991, total labor costs were almost flat and employee benefits increased $6.7 million, or 3.8%. Newsprint, ink and supplements cost decreased $22.4 million, or 5.6%, due to a 7.3% decrease in consumption partially offset by a 1.5% increase in average newsprint prices. The reduced consumption reflected the lower volume in advertising linage and circulation. Supplements cost decreased by $2.8 million, or 5.9%. Other operating costs decreased 0.2% from 1990 due to strong efforts to control costs. NON-OPERATING ITEMS: Net interest expense was $40.3 million in 1991, down $13.8 million, or 25.6%, from 1990. The decline was primarily a result of higher capitalized interest, which increased by $12.0 million as a result of the construction of the Philadelphia production plant. Lower average debt balances and lower interest rates also helped. In the last half of 1991, the proceeds from the sale of 3 million shares of new common stock were used to reduce debt. Average interest rates on commercial paper decreased from 8.3% in 1990 to 6.4% in 1991. Other non-operating income increased to $7.4 million from a $579,000 loss in 1990. This resulted from significant improvement in the earnings of our cable investments and reduced royalties paid to joint operating agreement participants in Miami and Fort Wayne. INCOME TAXES: The effective income tax rate for 1991 was 37.2%, down 2.2% from 1990's 39.4%, mostly as a result of the favorable resolution of several outstanding tax issues. Earlier Years 1990 was the first full year of operations after entering the joint operating agreement between the Detroit Free Press and The Detroit News (owned by Gannett Co., Inc.) creating the Detroit Newspaper Agency (DNA), now -49- doing business as Detroit Newspapers. DNA performs the newspaper's production, sales and distribution functions, while the two papers maintain separate and independent newsrooms. This resulted in significantly improved bottom-line results from our Detroit operation. In October 1989, Knight-Ridder completed the sale of its eight television stations for an after-tax gain of $66.9 million, or $1.07 per share. In November 1989, the DNA was formed. Knight-Ridder purchased Dialog Information Services in mid-year 1988 for approximately $353.0 million, and an effective 7-1/2% interest in SCI Holdings, Inc. (parent of Storer Communication) in November 1988. Despite the $.13 per share dilutive impact of these acquisitions, the company's earnings per share from continuing operations increased 2.0% over 1987. In 1987, the company's newspaper operations received a boost from strong classified advertising and a full year of operations from the State-Record Company acquisition. The acquisition, however, cost the company approximately $.15 in earnings per share dilution. Excluding the State-Record newspapers, newspaper advertising revenue increased 4.9% on a 0.4% decline in full-run ROP linage. In 1986, Knight-Ridder acquired six daily newspapers in South Carolina and Mississippi. The company closed its Viewdata operation and sold the assets of TelAir Network, Inc. Newspaper advertising revenue increased 9.2% on a 0.5% gain in full-run ROP linage. Excluding the impact of a 46-day strike in Philadelphia in 1985, linage declined 1.2%. The volume decline was due to softness in Miami and various airline mergers. Consistent with the company's experience, newspaper advertising, particularly retail and classified, mirrored the general state of the economy from 1983 through 1985. In 1985, newspaper advertising revenue increased 2.9% on a 2.4% decline in full-run ROP linage. The linage decline resulted from the strike in Philadelphia and softness in Miami. Fueled by a strengthening economy in 1984, full-run advertising revenue was up 14.7% on a 4.6% increase in full-run linage. A Look Ahead The outlook for 1994 is more positive than it has been going into the last few years. Signs indicate a slow but steady improvement in the economy, and the company is well positioned to benefit from the economic upturn. -50- The Newspaper Division is expected to have moderate revenue growth, with fairly stable newsprint pricing. We will benefit from a reduction in operating costs related to the transition to the new Philadelphia printing facility. The BIS Division, strengthened by recent acquisitions, is expected to continue its strong double-digit revenue growth and will continue its global expansion efforts. We expect to continue to benefit from lower interest rates, as higher-rate notes are called and mature, and are replaced by lower-rate commercial paper. At this time, we don't expect significant changes in our 1994 share of investee earnings from our equity investments. In early 1994, the company made several strategic moves that should strengthen our position in the future. The company acquired the assets of Technimetrics, which publishes information documenting the equity holdings of major global investment professionals. The company formed a joint venture with the Canadian electronic publishing operations of Southam, Inc., to produce a more efficient and focused operation for the Canadian marketplace. The company announced an agreement with Bell Atlantic Video Services to explore ways to deliver news, information and advertising for Bell Atlantic's Stargazer service. Recent Acquisitions/Investments 1993 - In March, the company purchased all of the outstanding stock of Data-Star, Europe's leading online information service. In December, the company purchased all of the outstanding shares of Equinet Pty. Ltd. and EFECOM. Equinet is an Australia-based provider of online business real-time and archival equity, option price and analytical information services. EFECOM is a Spanish financial news service now known as KRF/Iberia. The company also made strategic minority investments in Individual, Inc., and Personal Library Software, Inc. In December, the company acquired a 6.0% interest in US Order, which provides a network of interactive electronic services to consumers utilizing screen-based telephones and other front-end devices. Capital Spending Program The company's capital spending program includes normal replacements, productivity improvements, capacity increases, building construction, expansion and printing press equipment. Over the past three years, expenditures have totaled $337.4 million for these items. Construction of the 693,000-square-foot production facility in Philadelphia began in 1989. The $299.5 million plant became fully operational in 1993. -51- Also included in capital expenditures is the San Jose press project completed during 1992 for $38.6 million and the Dialog mainframe computer equipment enhancements for $20.3 million. Financial Position and Liquidity 1993 vs. 1992 - During 1993 net cash provided by operating activities decreased 2.5% from 1992 to $330.0 million. Cash and short-term cash investments were $23.0 million at year end, down $74.1 million from the prior year. The decrease in cash and short-term cash investments was primarily due to the acquisition of Data-Star and Equinet, the repurchase of treasury shares and the prepayment of debt. During 1993, the company acquired 750,000 shares of its common stock in the open market for an aggregate price of $40.7 million. Approximately $100.0 million in notes payable, bearing 8.0% interest and maturing in 1996, were early retired in April 1993. Total debt at year-end 1993 was $109.2 million less than at year-end 1992. This resulted in an improved long-term-debt-to-equity ratio of 33.0% from 42.0% at the end of 1992 and an improved total-debt-to-total-capital ratio of 26.6% from 32.2%. Standard & Poor's and Moody's rate the company's commercial paper A1+ and P1 and long-term bonds AA- and A1, respectively. Average outstanding commercial paper during the year was $97.4 million with an average effective interest rate of 3.2%. At the end of 1993, commercial paper outstanding was $54.0 million and aggregate unused credit lines were approximately $446.0 million. Various libel actions, environmental and other legal proceedings that have arisen in the ordinary course of business are pending against the company and its subsidiaries. In the opinion of management, the ultimate liability to the company and its subsidiaries as a result of these actions and proceedings will not be material. 1992 vs. 1991 - During 1992, net cash provided by continuing operations was $338.5 million, an increase of $32.5 million from 1991 due to investee distributions being less than investee earnings and net changes in working capital. Cash and short-term cash investments of $97.1 million were $70.9 million more than the prior year. Net cash required for investing activities decreased $9.9 million, or 5.1%, from 1991 levels, due to completion of the Philadelphia plant. Total debt declined $46.6 million from 1991 levels. This resulted in an improved long-term-debt-to-equity ratio from 48.5% to 42.0% and total-debt-to-total-capital ratio from 34.6% to 32.2%. These ratios improved despite the FAS 106 and FAS 109 net cumulative charge of $105.2 million. Average outstanding commercial paper during the year was $54.6 million with an average effective interest rate of 4.3%. At the end of 1992, commercial paper outstanding was $62.3 million. -52- 1991 vs. 1990 - During 1991, net cash provided by continuing operations was $305.9 million, a decline of $19.0 million from 1990. The 5.9% decrease was primarily due to a lower level of operating income. Cash and short-term cash investments of $26.2 million were flat with 1990. Net cash required for investing activities of $192.9 million was $85.3 million, or 30.7% less, due to reduced capital requirements for the new Philadelphia plant as it approached completion. Total debt declined $217.1 million from 1990 levels, due largely to the use of proceeds of approximately $147.0 million from the company's sale of 3 million shares of common stock in August. No treasury stock was purchased in 1991. This resulted in an improved long-term-debt-to-equity ratio from 89.8% to 48.5% and total-debt-to-total-capital ratio from 47.9% to 34.6%. During 1991 the company redeemed $160.0 million of 7-1/4% notes due in 1992 and $100.0 million of 7-7/8% notes due in 1993, and issued $160.0 million of new 8-1/2% notes, maturing in 25% increments from 1998 through 2001. Average outstanding commercial paper during the year was $250.0 million with an average effective interest rate of 6.4%. Commercial paper outstanding at the end of 1991 was $111.3 million. Effect of Changing Prices The Consumer Price Index, a widely used measure of the impact of changing prices, has increased only moderately in recent years, up between 3% and 6% each year since 1983. Historically, when inflation was at higher levels, the impact on the company's operating costs was not significant. Historical cost depreciation charges may not accurately reflect the economic cost of replacing capital assets, but depreciation expense represents less than 5% of total operating costs. Newsprint expense represents a significant percentage of total costs, but it is a relatively current cost as inventory levels normally fluctuate between a 30- and 45-day supply. Labor and other operating costs are, by their very nature, current costs. The principal effect of inflation on the company's operating results is to increase reported costs. Historically, the company has demonstrated the ability to raise sales prices to offset these cost increases. -53-
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[Download Table] Operating Revenue Type Percent ----- ---------- Newspaper Retail 31 % Newspaper General 7 % Newspaper Classified 22 % Newspaper Circulation 19 % Newspaper Other 3 % BIS 18 %
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[Download Table] Operating Costs ( as a percentage of operating revenue) Components Percent ----------- --------- Labor and Employee Benefits 42 % Newsprint, Ink and Supplements 13 % Other Operating Costs 27 % Depreciation and Amortization 6 % Operating Income 12 % -54-
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[Download Table] Newspaper Advertising Revenue (In millions of dollars) Year General Classified Retail Total ------- ------- ---------- ------- ------- 1983 153 313 569 1,035 1984 170 390 627 1,187 1985 170 412 639 1,221 1986 182 454 697 1,333 1987 186 527 751 1,464 1988 179 579 765 1,523 1989 187 594 796 1,577 1990 185 580 792 1,557 1991 173 498 759 1,430 1992 175 511 758 1,444 1993 169 547 766 1,482 Classified advertising revenue increased 7.0%, reflecting a healthier economy. -55-
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[Download Table] Business Information Services Revenue (In millions of dollars) Year Amount ------ ------- 1983 58 1984 67 1985 80 1986 89 1987 99 1988 160 1989 290 1990 333 1991 354 1992 385 1993 439 BIS revenue increased 13.8% over 1992, partially due to the March 1993 acquisition of Data-Star. -56-
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[Download Table] Circulation Revenue (In millions of dollars) Year Amount ------ -------- 1983 290 1984 302 1985 313 1986 335 1987 358 1988 371 1989 385 1990 403 1991 439 1992 460 1993 474 Circulaton revenue increased by 3.1% over 1992, primarily as a result of price increases. -57-
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[Download Table] Total Debt ( In millions of dollars) Year Amount ----- ------- 1983 70 1984 68 1985 308 1986 668 1987 553 1988 1,037 1989 713 1990 824 1991 607 1992 560 1993 451 Total debt was reduced by $109.2 million as a result of strong internal cash flow. -58-
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[Download Table] Stock Trading Volume Year Amount ------ ------------ 1983 10,437,700 1984 15,790,900 1985 18,547,800 1986 25,206,600 1987 35,042,800 1988 27,201,300 1989 23,269,400 1990 18,186,000 1991 24,749,100 1992 24,915,500 1993 29,768,600 Knight-Ridder stock trading volume rose 19.5% in 1993. -59-
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[Download Table] Stock Price History Stock Price ------------------------------ Year Low Close High ------ --------- -------- ------ 1983 $ 22 1/8 $ 26 1/2 $ 30 1/2 1984 21 1/4 29 1/4 31 1985 28 39 7/8 41 3/8 1986 37 1/2 46 7/8 57 7/8 1987 33 1/4 40 1/8 61 1/4 1988 35 3/4 45 3/8 47 3/4 1989 42 7/8 58 3/8 58 3/8 1990 37 45 7/8 58 1991 43 3/4 50 3/4 57 1/2 1992 50 3/4 58 1/8 64 1/8 1993 50 5/8 59 3/8 65 Knight-Ridder's stock price reached an all-time high of $65 during 1993. -60-
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[Download Table] Net Cash Provided By Operating Activities (In millions of dollars) Year Amount ----- ------- 1983 198 1984 194 1985 204 1986 265 1987 269 1988 230 1989 280 1990 325 1991 306 1992 338 1993 330 Net cash provided by operating activities decreased 2.5% from 1992 due primarily to changes in working capital.
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[Download Table] Shareholders' Equity (In millions of dollars) Year Amount ------ ------- 1983 808 1984 922 1985 697 1986 816 -61- 1987 901 1988 822 1989 917 1990 895 1991 1,149 1992 1,182 1993 1,243 Strong earnings led to an increase in shareholders' equity of 5.2% over 1992.
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[Download Table] Common Shareholders' Equity Per Share Year Amount ------ ------- 1983 $12.59 1984 $14.17 1985 $12.38 1986 $14.28 1987 $15.85 1988 $15.47 1989 $17.83 1990 $18.09 1991 $21.44 1992 $21.50 1993 $22.67 Shareholders' equity per share increased by 5.4% over 1992. -62-
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[Download Table] % Earned On Invested Capital ( Return on Average Shareholders' Equity) ( 1992 excludes the cumulative effect of changes in accounting principles) Continuing Discontinued Year Operations Operations ------ ---------- ------------- 1983 14.2 % 15.2 % 1984 15.2 % 16.3 % 1985 15.4 % 16.4 % 1986 17.5 % 18.5 % 1987 17.3 % 18.1 % 1988 17.0 % 18.2 % 1989 20.7 % 28.4 % 1990 16.5 % 16.5 % 1991 12.9 % 12.9 % 1992 12.5 % 12.5 % 1993 12.2 % 12.2 % Return on average shareholders' equity was 12.2% in 1993. -63- ITEM 8. Financial statements and supplementary data ------------------------------------------- See Quarterly Operations in Item 5.
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[Enlarge/Download Table] Consolidated Balance Sheet (In thousands of dollars, except share data) Dec. 26 Dec. 27 Dec. 29 1993 1992 1991 --------- ---------- ---------- Assets CURRENT ASSETS Cash, including short-term cash investments of $7,638 in 1993, $87,758 in 1992 and $9,409 in 1991............................ $ 23,012 $ 97,104 $ 26,244 Accounts receivable, net of allowances of $14,554 in 1993, $14,450 in 1992 and $12,305 in 1991............................... 274,391 262,541 247,593 Inventories...................................................................... 41,422 37,474 42,557 Other current assets........................................................... 62,491 63,654 53,851 ---------- ---------- ---------- Total Current Assets....................................................... 401,316 460,773 370,245 ---------- ---------- ---------- INVESTMENTS AND OTHER ASSETS Equity in unconsolidated companies and joint ventures ..................... 289,986 277,193 288,673 Other............................................................................ 175,058 145,008 91,185 ---------- ---------- ---------- Total Investments and Other Assets....................................... 465,044 422,201 379,858 ---------- ---------- ---------- PROPERTY, PLANT AND EQUIPMENT Land and improvements.......................................................... 66,885 62,638 51,167 Buildings and improvements..................................................... 379,556 372,021 275,815 Equipment........................................................................ 1,168,054 1,053,364 902,148 Construction and equipment installations in progress........................ 13,100 91,225 287,215 ---------- ---------- ---------- 1,627,595 1,579,248 1,516,345 Less accumulated depreciation................................................ 766,474 697,507 645,188 ---------- ---------- ---------- Net Property, Plant and Equipment........................................ 861,121 881,741 871,157 ---------- ---------- ---------- -64- EXCESS OF COST OVER NET ASSETS ACQUIRED Less accumulated amortization of $160,545 in 1993, $140,791 in 1992 and $121,899 in 1991.................................... 703,951 693,344 711,491 ---------- ---------- ---------- TOTAL........................................................................ $2,431,432 $2,458,059 $2,332,751 ========== ========== ========== Liabilities and Shareholders' Equity CURRENT LIABILITIES Accounts payable................................................................ $ 124,620 $ 109,317 $ 73,171 Accrued expenses and other liabilities....................................... 82,149 75,563 71,603 Accrued compensation and amounts withheld from employees................... 79,736 80,297 67,753 Federal and state income taxes............................................... 10 1,286 956 Deferred revenue................................................................ 60,095 55,099 53,946 Dividends payable............................................................... 19,199 19,238 18,750 Short-term borrowings and current portion of long-term debt............... 40,687 64,304 50,043 ---------- ---------- ---------- Total Current Liabilities.................................................. 406,496 405,104 336,222 ---------- ---------- ---------- NON-CURRENT LIABILITIES Long-term debt................................................................. 410,388 495,941 556,797 Deferred federal and state income taxes........................................ 135,979 114,199 199,801 Postretirement benefits other than pensions.................................... 174,331 172,763 Employment benefits and other non-current liabilities.......................... 57,816 85,395 88,879 ---------- ---------- ---------- Total Non-Current Liabilities.............................................. 778,514 868,298 845,477 ---------- ---------- ---------- MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY....................................... 3,253 2,845 2,432 ---------- ---------- ---------- COMMITMENTS AND CONTINGENCIES - (Note J) SHAREHOLDERS' EQUITY Common Stock, $.02 1/12 par value; shares authorized - 250,000,000; shares issued - 54,847,486 in 1993, 54,965,671 in 1992 and 53,571,282 in 1991..................................... 1,143 1,145 1,116 Additional capital............................................................. 342,201 321,034 252,278 Retained earnings.............................................................. 899,825 859,633 895,226 ---------- ---------- ---------- Total Shareholders' Equity................................................. 1,243,169 1,181,812 1,148,620 ---------- ---------- ---------- TOTAL...................................................................... $2,431,432 $2,458,059 $2,332,751 ========== ========== ========== See "Notes to Consolidated Financial Statements". -65-
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[Enlarge/Download Table] Consolidated Statement Of Income (In thousands of dollars, except per share data) Year Ended ------------------------------------------ Dec. 26 Dec. 27 Dec. 29 1993 1992 1991 ------------- ------------- ------------ OPERATING REVENUE Newspapers Advertising Retail.................................................. $ 766,105 $ 758,496 $ 759,016 General................................................. 168,773 174,750 172,958 Classified.............................................. 546,753 510,898 497,687 ------------- ------------- ------------ Total................................................. 1,481,631 1,444,144 1,429,661 Circulation............................................... 474,420 460,014 439,029 Other..................................................... 56,772 39,932 35,127 ------------- ------------- ------------ Total Newspapers..................................... 2,012,823 1,944,090 1,903,817 Business Information Services............................. 438,525 385,439 354,361 ------------- ------------- ------------ Total Operating Revenue............................. 2,451,348 2,329,529 2,258,178 ------------- ------------- ------------ OPERATING COSTS Labor and employee benefits.............................. 1,024,181 990,254 942,350 Newsprint, ink and supplements........................... 335,043 316,814 379,814 Other operating costs..................................... 665,509 615,729 568,686 Depreciation and amortization............................. 141,758 128,221 124,055 ------------- ------------- ------------ Total Operating Costs............................... 2,166,491 2,051,018 2,014,905 ------------- ------------- ------------ OPERATING INCOME............................................. 284,857 278,511 243,273 ------------- ------------- ------------ -66- OTHER INCOME (EXPENSE) Interest expense........................................... (45,112) (52,375) (68,843) Interest expense capitalized.............................. 120 14,746 22,142 Interest income............................................ 5,712 5,078 6,433 Other, net................................................. (2,176) (6,244) 7,365 ------------- ------------- ------------ Total................................................. (41,456) (38,795) (32,903) ------------- ------------- ------------ Income before income taxes................................. 243,401 239,716 210,370 Income taxes................................................. 95,312 93,630 78,302 ------------- ------------- ------------ INCOME BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES....................... 148,089 146,086 132,068 Cumulative effect of changes in accounting principles for: Income taxes............................................ 25,800 Postretirement benefits other than pension.............. (131,000) ------------- ------------- ------------- Net income.............................................. $ 148,089 $ 40,886 $ 132,068 ============= ============= ============= EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE Income before cumulative effect of changes in accounting principles........................... $ 2.68 $ 2.65 $ 2.55 Cumulative effect of changes in accounting principles.............................. (1.91) ------------- ------------- ------------ Net income.............................................. $ 2.68 $ 0.74 $ 2.55 ============= ============= ============ AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in 000s)............................... 55,332 55,178 51,797 ============= ============= ============ -67- PROFORMA AMOUNTS ASSUMING THE NEW ACCOUNTING METHODS ARE APPLIED RETROACTIVELY: Net income.............................................. $ 148,089 $ 146,086 $ 123,670 ============= ============= ============= Net income per common and common equivalent share..................................... $ 2.68 $ 2.65 $ 2.39 ============= ============= ============= See "Notes to Consolidated Financial Statements".
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[Enlarge/Download Table] Consolidated Statement of Cash Flows (In thousands of dollars) Year Ended ----------------------------------- Dec. 26 Dec. 27 Dec. 29 1993 1992 1991 ---------- ---------- ---------- CASH PROVIDED BY (REQUIRED FOR) OPERATING ACTIVITIES Net income.................................................... $ 148,089 $ 40,886 $ 132,068 Non-cash items included in income Cumulative effect of changes in accounting principles..... 105,200 Depreciation.............................................. 104,314 93,838 91,147 Amortization of excess of cost over net assets acquired... 19,754 18,892 18,885 Amortization of other assets.............................. 17,690 15,491 14,023 Provision for non-current deferred taxes.................. 21,780 20,498 15,215 Earnings of investees in excess of distributions.......... (22,802) (13,996) (6,521) Other items, net.......................................... 29,584 26,708 30,276 Change in certain assets and liabilities: Accounts receivable....................................... (3,377) (15,323) 14,410 Inventories............................................... (3,801) 5,065 7,017 Other current assets...................................... 3,086 (13,082) (2,484) Accounts payable.......................................... 7,197 36,546 (18,060) Federal and state income taxes............................ 3,542 195 (3,239) Other current liabilities................................. 4,947 17,541 13,180 ---------- ---------- ---------- Net cash provided by operating activities......... 330,003 338,459 305,917 ---------- ---------- ---------- -68- CASH REQUIRED FOR INVESTING ACTIVITIES Additions to property, plant and equipment.................... (69,541) (100,993) (166,831) Other items, net.............................................. (81,046) (82,010) (26,074) ---------- ---------- ---------- Net cash required for investing activities........ (150,587) (183,003) (192,905) ---------- ---------- ---------- CASH PROVIDED BY (REQUIRED FOR) FINANCING ACTIVITIES Proceeds from sale of commercial paper and bank borrowings.... 307,983 157,900 310,584 Issuance of long-term notes................................... 158,600 Reduction of total debt....................................... (417,153) (204,495) (686,302) ---------- ---------- ---------- Net change in total debt.......................... (109,170) (46,595) (217,118) Payment of cash dividends..................................... (76,787) (75,992) (71,087) Sale of common stock to employees............................. 30,709 68,785 47,187 Sale of common stock.......................................... 146,975 Purchase of treasury stock.................................... (40,693) Other items, net.............................................. (57,567) (30,794) (18,891) ---------- ---------- ---------- Net cash required for financing activities........ (253,508) (84,596) (112,934) ---------- ---------- ---------- Net Increase (Decrease) in Cash............... (74,092) 70,860 78 Cash and short-term cash investments at beginning of the year..... 97,104 26,244 26,166 ---------- ---------- ---------- Cash and short-term cash investments at end of the year........... $ 23,012 $ 97,104 $ 26,244 ========== ========== ========== Working capital at end of the year................................ $ (5,180) $ 55,669 $ 34,023 ========== ========== ========== See "Notes to Consolidated Financial Statements." -69-
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[Enlarge/Download Table] Consolidated Statement of Shareholders' Equity (In thousands of dollars, except share data) Common Shares Common Additional Retained Treasury Outstanding Stock Capital Earnings Stock ------------ ----------- ----------- ----------- ---------- BALANCES AT DEC. 30, 1990........................... 49,462,243 $ 1,031 $ 58,201 $ 835,681 $ - Issuance of common shares under stock option plans......................... 842,201 17 30,450 Issuance of common shares under stock purchase plan........................ 266,330 5 11,451 Issuance of common shares net of underwriting fees....................... 3,000,508 63 147,387 Expenses related to capital transactions....... (475) Tax benefits arising from employee stock plans. 5,264 Net income..................................... 132,068 Cash dividends declared on common stock - $1.40 per share............. (72,523) ----------- ----------- ----------- ----------- ---------- BALANCES AT DEC. 29, 1991........................... 53,571,282 $ 1,116 $ 252,278 $ 895,226 $ - Issuance of common shares under stock option plans......................... 1,155,062 24 49,503 Issuance of common shares under stock purchase plan........................ 240,022 5 12,154 Tender of shares as payment for options excercised..................... (695) (40) Tax benefits arising from employee stock plans. 7,139 Net income..................................... 40,886 Cash dividends declared on common stock - $1.40 per share............. (76,479) ------------ ----------- ----------- ----------- ---------- BALANCES AT DEC. 27, 1992........................... 54,965,671 $ 1,145 $ 321,034 $ 859,633 $ - Issuance of common shares under stock option plans......................... 323,894 7 12,883 Issuance of treasury shares under stock option plans......................... 29,670 (525) (1,612) -70- Issuance of common shares under stock purchase plan........................ 207,223 4 10,078 Issuance of treasury shares under stock purchase plan........................ 71,028 (596) (4,007) Purchase of treasury shares ................... (750,000) 40,693 Retirement of 649,302 treasury shares ......... (13) (3,912) (31,148) (35,074) Tax benefits arising from employee stock plans. 3,239 Net income..................................... 148,089 Cash dividend declared on common stock - $1.40 per share............. (76,749) ------------ ----------- ----------- ----------- ---------- BALANCES AT DEC. 26, 1993........................... 54,847,486 $ 1,143 $ 342,201 $ 899,825 $ - ============ =========== =========== =========== ========== See "Notes to Consolidated Financial Statements." Notes to Consolidated Financial Statements Summary of Significant Accounting Policies Note A A description of the company's business and the nature and scope of its operations are set forth on Items 1 & 2. Reading this information is recommended for a more complete understanding of the financial statements. The company reports on a fiscal year, ending the last Sunday in the calendar year. Results for 1993, 1992 and 1991 are for the 52 weeks ended Dec. 26, Dec. 27 and Dec. 29, respectively. The basis of consolidation is to include in the consolidated financial statements all the accounts of Knight-Ridder, Inc., and its more-than-50%-owned subsidiaries. All significant intercompany transactions and account balances have been eliminated in consolidation. The joint operating agency of Fort Wayne Newspapers, Inc., is the only subsidiary with a minority interest. The minority shareholder's interest in the net income of this subsidiary has been provided for as an expense ($5.2 million in 1993, $5.1 million in 1992 and $5.2 million in 1991) in the Consolidated Statement of Income in the caption "Other, net." The company is a 50% partner in the Detroit Newspaper Agency (DNA), a joint operating agency between Detroit Free Press, Inc., a wholly owned -71- subsidiary of Knight-Ridder, Inc., and The Detroit News, Inc., a wholly owned subsidiary of Gannett Co., Inc. The Consolidated Statement of Income includes on a line-by-line basis the company's pro rata share of the revenue and expense generated by the operation of the agency. Investments in companies in which Knight-Ridder, Inc., has an equity interest of at least 20% but not more than 50% are accounted for under the equity method. Under this method, the company records its share of earnings as income and increases the investment by the equivalent amount. Dividends are recorded as a reduction in the investment. All other investments are recorded at the lower of cost or net realizable value, and the company recognizes income from such investments upon receipt of a dividend. The investment caption "Equity in unconsolidated companies and joint ventures" in the Consolidated Balance Sheet represents the company's equity in the net assets of the Detroit Newspaper Agency, the Seattle Times Company and subsidiaries, a company responsible for the sales and services of general, retail and classified advertising accounts for a group of newspapers, two newsprint mill partnerships, a cable television joint venture and a joint venture that offers full-service copies of original journal articles. The company owns 49-1/2% of the voting common stock and 65% of the non-voting common stock of the Seattle Times Company, owns 33-1/3% of the voting stock of Newspapers First, is a one-third partner in the Southeast Paper Manufacturing Co., owns a 13-1/2% equity share of Ponderay Newsprint Company, and jointly owns TKR Cable Company and TKR Cable Partners. Effective December 1992, after a restructuring, the company has a 15% interest in TCI/TKR Limited Partnership through TKR Cable Partners. Prior to December 1992, the company held a 7-1/2% interest in SCI Holdings, Inc., the holding company for Storer Communications, Inc. Dialog, a Knight-Ridder subsidiary, owns 33.78% of the voting stock and 100% of the non-voting stock of Article Express International, Inc. The investment amount at Dec. 26, 1993, includes $64.1 million representing the company's share of undistributed earnings (excluding the DNA) accumulated since the investment dates. The company's share of the earnings of the unconsolidated companies (except for the DNA) of $7.3 million in 1993, $3.9 million in 1992 and $14.5 million in 1991 is included in the caption "Other, net" in the Consolidated Statement of Income. The company also recorded its share of Ponderay Newsprint Company's operating losses ($7.4 million in 1993 and $6.5 million in 1992) in this caption. Dividends and cash distributions received from the unconsolidated companies and joint ventures (excluding the DNA) were $3.0 million in 1993, $2.8 million in 1992 and $8.1 million in 1991 and offset against the investment account. -72- "Cash and short-term cash investments" includes currency and checks on hand, demand deposits at commercial banks, overnight repurchase agreements of government securities and investment-grade commercial paper with maturities of fewer than 90 days. Cash and short-term investments are recorded at cost. Due to the short-term nature of marketable securities, cost approximates market value. In 1994, the company will adopt Statement of Financial Accounting Standards (FAS) 115, Accounting for Certain Investments in Debt and Equity Securities, the impact of which is immaterial. "Inventories" are priced at the lower of cost ( first-in, first-out FIFO method), or market. Most of the inventory is newsprint, ink and other supplies used in printing newspapers. "Property, plant and equipment" is recorded at cost and the provision for depreciation for financial statement purposes is computed principally by the straight-line method over the estimated useful lives of the assets. The company capitalizes interest expense as part of the cost of major construction projects. "Excess of cost over net assets acquired" arises from the purchase of at least a 50% interest in a company for a price higher the fair market value of the net tangible assets. Intangible assets of this type arising from acquisitions accounted for as purchases and occurring subsequent to Oct. 31, 1970, totaled approximately $773.0 million at Dec. 26,1993. They are generally being amortized over a 40-year period on a straight-line basis, unless management has concluded a shorter term is more appropriate. If, in the opinion of management, an impairment in value occurs, based on the undiscounted cash flow method, any necessary additional write-downs will be charged to expense. "Deferred revenue" arises as a normal part of business from advance subscription payments for newspapers and business information services. Revenue is recognized in the period in which it is earned. "Short-term borrowings" represents the carrying amounts of commercial paper and other short-term borrowings that approximate fair value. "Long-term debt" represents the carrying amounts of debentures and notes payable. Fair values, disclosed in Note C, are estimated using discounted cash flow analyses based on the company's current incremental borrowing rates for similar types of borrowing arrangements. In 1992, the company adopted the FAS 106, Accounting For Postretirement Benefits Other Than Pensions, and FAS 109, Accounting For Income Taxes. The effects of adoption are described in Notes H and B, respectively. In 1994, the company will adopt FAS 112, Employers' Accounting for Postemployment Benefits. The impact on the consolidated financial statements will not be material. -73- Earnings per share is computed by dividing net income by the weighted average number of common and common equivalent shares outstanding. Quarterly earnings per share may not add to the total for the year, since each quarter and the year are calculated separately based on average outstanding shares during the period. Certain amounts in 1992 and 1991 have been reclassified to conform to the 1993 presentation. Income Taxes Note B The company's income tax expense is determined under the provisions of Statement of Financial Accounting Standards 109, Accounting for Income Taxes, which was adopted in 1992. This accounting standard requires the use of the liability method in adjusting previously deferred taxes for changes in tax rates. The company chose to reflect the cumulative effect of adopting this standard as a change in accounting principle as of the beginning of 1992. The adoption resulted in a credit to earnings of $25.8 million. Prior years' financial statements were not restated. Substantially all of the company's earnings are subject to domestic taxation. With the exception of immaterial amounts of taxes withheld on trans-border receipts, no foreign income taxes have been imposed on reported earnings.
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[Enlarge/Download Table] Federal, state and local income taxes before cumulative effect of changes in accounting principles consist of the following (in thousands): Liability Method Deferred ---------------------------------------------- --------------------- 1993 1992 1991 --------------------- -------------------- --------------------- Current Deferred Current Deferred Current Deferred -------- -------- ------- --------- ------- --------- Federal income taxes................ $53,422 $38,231 $65,968 $11,725 $59,811 $10,231 State and local income taxes........ 11,702 (8,043) 12,936 3,001 6,664 1,596 ------- ------- ------- ------- ------- ------- Total.......................... $65,124 $30,188 $78,904 $14,726 $66,475 $11,827 ======= ======= ======= ======= ======= ======= -74- In 1991, deferred tax expense resulted principally from the excess of tax depreciation over financial statement depreciation (including depreciation on assets of partnerships in which the company participates), the tax effect of which amounted to $8.8 million. Cash payments of income taxes for the years 1993, 1992 and 1991 were $82.7 million $60.2 million and $61.4 million, respectively. Payments in 1993 include the payment and settlement of prior year state and federal income tax examinations.
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[Enlarge/Download Table] Effective Income Tax Rates The differences between income tax expense shown in the financial statements and the amounts determined by applying the federal statutory rate of 35% in 1993 and 34% in 1992 and 1991 are as follows (in thousands): 1993 1992 1991 ------- ------- ------- Federal statutory income tax $85,190 $81,505 $71,525 State and local income taxes, net of federal benefit 10,913 10,518 5,452 Statutory rate applied to nondeductible amortization of the excess of cost over net assets acquired 6,914 6,418 6,420 Change in deferred tax asset valuation allowance (6,695) Resolution of prior year tax issues (2,964) (1,734) (2,095) Effect of rate change in enacted federal tax on deferred tax liability 2,463 Other items, net (509) (3,077) (3,000) ------- ------- ------- Total $95,312 $93,630 $78,302 ======= ======= ======= At the end of fiscal years 1993 and 1992, the company's deferred tax assets totaled $135.8 million and $120.7 million, respectively, of which the most significant component was postretirement benefit plans, $87.2 million and $83.0 million, respectively (including amounts relating to partnerships in which the company participates). Other material components were: compens- ation and benefits accruals of $11.2 million in 1993 and $19.2 million in 1992, -75- and state net operating loss carryovers, net of allowance, of $7.0 million in 1993. Management is satisfied that a substantial portion of the state net operating loss carryovers will be realized within the applicable carryover periods. Accordingly, the related valuation allowance was reduced to $4.0 million in 1993. At the end of fiscal years 1993 and 1992, deferred tax liabilities totaled $249.3 million and $204.1 million, respectively, of which the most significant component was depreciation and amortization (including depreciation and amortization deductions claimed by partnerships in which the company has an interest). The components of deferred taxes included in the Consolidated Balance Sheet are as follows (in thousands):
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[Download Table] 1993 1992 -------- -------- Current asset....................... $ 22,410 $ 30,818 Non-current liability............... (135,979) (114,199) -------- -------- Net deferred tax liability.......... $(113,569) $ (83,381) ======== ======== -76- Debt Note C Debt consisted of the following (in thousands):
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[Enlarge/Download Table] Dec. 26 Dec. 27 Dec. 29 1993 1992 1991 -------- -------- --------- Commercial paper due at various dates through January 21, 1994 at an effective interest rate of 3.168% at Dec. 26, 1993. Amounts are net of unamortized discounts of $15 in 1993, $74 in 1992 and $712 in 1991 (a)......................................... $ 53,985 $ 62,326 $ 111,288 Debentures due on April 15, 2009, bearing interest at 9 7/8%, net of unamortized discount of $2,528 in 1993, $2,693 in 1992, and $2,859 in 1991....................................................... 197,472 197,307 197,141 Notes payable on April 15, 1996, bearing interest at 8%, retired in April 1993, net of unamortized discount of $338 in 1992, $441 in 1991 ................................................... 99,662 99,559 Notes payable on Jan 15, 1994, bearing interest at 9.05%, puttable after Jan. 15, 1992, net of unamortized discount of $1 in 1993, $35 in 1992 and $69 in 1991............................... 39,999 39,965 39,931 Notes payable, bearing interest at 8 1/2%, subject to mandatory pro rata amortization of 25% annually commencing Sept. 1, 1998 through maturity on Sept. 1, 2001, net of unamortized discount of $1,069 in 1993, $1,240 in 1992 and $1,408 in 1991............................... 158,931 158,760 158,592 Other indebtedness.......................................................... 688 2,225 329 -------- -------- --------- 451,075 560,245 606,840 Less amounts payable in one year (b)........................................ 40,687 64,304 50,043 -------- -------- --------- Total Long-Term Debt................................................... $ 410,388 $ 495,941 $ 556,797 ======== ======== ========= (a) Commercial paper is backed by $500.0 million of revolving credit agreements, which require no principal payments until maturity on April 9, 1998. (b) The instruments backing commercial paper are "long-term" in that no principal repayments are required during the next 12 months. As such, approximately $54.0 million of commercial paper is classified as "non-current" since the company intends to maintain total outstanding commercial paper of at least this amount during the next 12 months. -77- Interest payments during 1993, 1992 and 1991 were $41.2 million, $52.7 million and $65.6 million, respectively. The following table presents (in thousands) the approximate annual maturities of long-term debt for the five years after 1993: [Download Table] 1994 $ 40,687 1995 - 1996 - 1997 - 1998 93,718 1999 and thereafter 316,670 -------- Total $451,075 ======== The carrying amounts and fair values of debt as of Dec. 26, 1993, are as follows (in thousands): [Download Table] Carrying Fair Amount Value -------- -------- Commercial paper $ 53,985 $ 53,985 9 7/8% Debentures 197,472 245,880 9.05% Notes payable 39,999 40,024 8 1/2% Notes payable 158,931 181,840 Other indebtedness 688 688 ------- -------- $451,075 $522,417 ======== ======== -78- Unconsolidated Companies and Joint Ventures Note D
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[Enlarge/Download Table] Summary financial information for the company's unconsolidated companies and joint ventures that are accounted for by the equity method is as follows (in thousands): 1993 1992 1991 ----------- ----------- ----------- Current assets................................................. $ 202,397 $ 191,966 $ 194,565 Property, plant and equipment and other assets................. 1,647,083 1,656,851 1,306,755 Current liabilities............................................ 180,891 148,060 120,728 Long-term debt and other non-current liabilities............... 961,488 1,016,957 771,405 Net sales...................................................... 656,311 638,328 557,887 Gross profit................................................... 118,050 185,554 215,923 Net income (loss).............................................. (22,096) (29,909) 32,188 Company's share of: Net assets................................................. 289,986 277,193 288,673 Net income................................................. $ 7,254 $ 3,940 $ 14,457 Beginning in 1992, the company's investment in Ponderay Newsprint Company is reported in "Equity in unconsolidated companies and joint ventures" in the Consolidated Balance Sheet, and related amounts are included in the above table. In 1989, the Detroit Free Press and The Detroit News began operating under a joint operating agreement as the Detroit Newspaper Agency (DNA). Balance sheet amounts for the DNA at Dec. 26, 1993, Dec. 27, 1992, and Dec. 29, 1991, are included above and the net assets contributed to the DNA are included in "Equity in unconsolidated companies and joint ventures" in the Consolidated Balance Sheet. -79- Capital Stock Note E In 1991, shareholders authorized 20.0 million shares of preferred stock for future issuance. Common stock authorized for issuance is 250.0 million shares at par value $.02-1/12 per share. The Employees Stock Purchase Plan provides for the sale of common stock to employees of the company and its subsidiaries at a price equal to 85% of the market value at the end of each purchase period. Participants under the plan received 278,251 shares in 1993, 240,022 shares in 1992 and 266,330 shares in 1991. The purchase price of shares issued in 1993 under this plan ranged between $46.59 and $50.89, and the market value on the purchase dates of such shares ranged from $54.81 to $59.88. The Employee Stock Option Plan provides for the issuance of non-qualified stock options and incentive stock options. Options are issued at prices not less than market value at date of grant and are exercisable when issued. There is no expiration date for the granting of options, but options must expire no later than 10 years from the date of grant. The option plan provides for the discretionary grant of stock appreciation rights (SARs) in tandem with previously granted options, which allow a holder to receive in cash, stock or combinations thereof the difference between the exercise price and the fair market value of the stock at date of exercise. The value of stock appreciation rights is charged to compensation expense. When options and stock appreciation rights are granted in tandem, the exercise of one cancels the exercise right of the other. Proceeds from the issuance of shares under these plans are included in shareholders' equity and do not affect income. -80-
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[Enlarge/Download Table] Transactions under the Employee Stock Option Plan are summarized as follows: Number Average of Price Shares Per Share ---------- --------- Outstanding Dec. 30, 1990......................................... 4,060,385 $42.56 Exercised......................................... (842,201) 36.17 Canceled.......................................... (39,625) 51.39 Granted........................................... 754,970 46.56 --------- Outstanding Dec. 29, 1991......................................... 3,933,529 44.61 Exercised......................................... (1,155,062) 42.74 Canceled.......................................... (11,800) 48.49 Granted........................................... 714,295 58.60 ---------- Outstanding Dec. 27, 1992......................................... 3,480,962 48.09 Exercised......................................... (353,564) 39.47 Canceled.......................................... (900) 58.63 Granted........................................... 739,925 58.88 ---------- Outstanding Dec. 26, 1993......................................... 3,866,423 $50.94 ========== The exercise price of the shares issued upon exercise of stock options in 1993 ranged between $24.63 and $58.63. In 1993, shareholders voted in favor of a proposal amending the Employee Stock Option Plan to make an additional 3.5 million shares of the company's common stock available for options. In addition, shareholders voted in favor of an amendment to make 1.5 million shares of common stock available for purchase under the Employees Stock Purchase Plan. -81- At Dec. 26, 1993, shares of the company's authorized but unissued common stock were reserved for issuance as follows: Shares --------- Employee stock option plans 3,569,818 Employees stock purchase plan 1,741,089 --------- Total 5,310,907 ========= Since 1985, the company has purchased 21.2 million shares of its own stock for approximately $872.0 million. See Treasury Stock Purchases in Item 5. Each holder of a common share has been granted a right, under certain conditions, to purchase from the company one common share at a price of $200, subject to adjustment. The rights provide that in the event the company is a surviving corporation in a merger, each holder of a right will be entitled to receive common shares having a value equal to two times the exercise price of the right. In the event the company engages in a merger or other business combination transaction in which the company is not the surviving corporation, the rights agreement provides that proper provision shall be made so that each holder of a right will be entitled to receive common stock of the acquiring company having a value equal to two times the exercise price of the right. The rights agreement also provides that in the event any person acquires 20% or more of the company's outstanding common stock (other than pursuant to an offer for all outstanding stock that the board determines is fair and in the best interests of the company and stockholders), each right (other than rights held by the person who has acquired such 20% or larger block) will entitle its holder to purchase common stock of the company having a value equal to twice the exercise price of the right. No rights certificates will be distributed until 10 days following a public announcement that a person or group has acquired beneficial ownership of 20% or more of the company's outstanding common stock, or 10 days following the commencement of a tender offer or exchange offer for 20% or more of the company's outstanding stock. Until such time, the rights are evidenced by the common share certificates of the company. The rights are not exercisable until distributed and will expire on July 10, 1996, unless earlier redeemed. The company has the option to redeem the rights in whole, but not in part, at a price of $.05 per right. -82- Retirement Plans Note F The company and its subsidiaries have several company-administered non-contributory defined benefit plans covering most non-union employees. These plans provide benefits that are based on the employees' compensation during various times before retirement. The funding policy for these plans is to contribute annually an amount that is intended to provide the projected benefit earned during the year for the covered employees. The company also contributes to certain union-administered, company-administered and jointly administered negotiated plans covering union employees. The funding policy for these plans is to make annual contributions in accordance with applicable agreements. The company also sponsors certain defined contribution plans established pursuant to Section 401(k) of the Internal Revenue Code. Subject to certain dollar limits, employees may contribute a percentage of their salaries to these plans, and the company will match a portion of the employees' contributions. A summary of the components of net periodic pension cost for the defined benefit plans (both company-administered non-negotiated and single-employer negotiated plans) is presented here, along with the total amounts charged to pension expense for multi-employer union plans, defined contribution plans and other agreements (in thousands): [Download Table] 1993 1992 1991 ------- ------- ------- Defined Benefit Plans: Service cost............. $ 18,961 $ 18,162 $ 17,782 Interest cost............ 45,961 42,638 38,669 Actual return on plan assets........... (78,805) (43,699) (112,926) Net amortization and deferral.......... 25,632 (7,133) 72,335 -------- -------- -------- Net................ 11,749 9,968 15,860 -83- Multi-employer union plans.............. 12,713 12,226 11,381 Defined contribution plans.................... 9,139 7,617 6,945 Other.................... 2,454 2,300 2,890 -------- -------- -------- Net periodic pension cost... $ 36,055 $ 32,111 $ 37,076 ======== ======== ======== [Download Table] Assumptions used each year in accounting for defined benefit plans were: 1993 1992 1991 -------- -------- -------- Discount rate as of year end.................... 5.75-7.5 % 7.5-8.5 % 7.5-8.5 % Expected long-term rate of return on assets assumed in determining pension expense............. 8.0-8.5 8.5 8.5 Rate of increase in compensation levels as of year end.............. 3.5-4.5 4.0-7.0 4.0-7.0 The following table sets forth the funded status and amounts recognized in the Consolidated Balance Sheet for the defined benefit plans (in thousands):
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[Enlarge/Download Table] -84- Dec. 26, 1993 Dec. 27, 1992 Dec. 29, 1991 ------------------------------ ---------------------------- --------------------------- Plans Whose Plans Whose Plans Whose Plans Whose Plans Whose Plans Whose Assets Exceed Accumulated Assets Exceed Accumulated Assets Exceed Assets Exceed Accumulated Benefits Accumulated Benefits Accumulated Accumulated Benefits Exceed Assets Benefits Exceed Assets Benefits Benefits (17 plans) (9 plans) (21 plans) (5 plans) (20 plans) (6 Plans) ---------- -------------- ------------- -------------- -------------- ------------ Actuarial present value of benefit obligations: Vested benefit obligations....... $(485,172) $ (51,583) $(378,523) $ (38,848) $(373,275) $ (16,488) ========= =========== ============ ========== =========== ========== Accumulated benefit obligations.. $(495,682) $ (54,205) $(386,238) $ (40,668) $(382,557) $ (17,971) ========= =========== ============ ========== =========== ========== Projected benefit obligation.............$(579,162) $ (64,329) $(488,852) $ (44,709) $(464,623) $ (20,007) Plan assets at fair value................ 648,468 36,955 571,477 29,247 562,093 8,359 Projected benefit obligation --------- ----------- ----------- ---------- ----------- ---------- less than (in excess of) plan assets.. 69,306 (27,374) 82,625 (15,462) 97,470 (11,648) Unrecognized net (gain) loss............. (31,764) 5,464 (54,642) 826 (82,463) 1,588 Prior service cost not yet recognized in net periodic pension cost............ 30,305 13,054 36,561 6,383 36,058 1,992 Unrecognized net (asset) obligation at the date FAS 87 was adopted, net of amortization...... (33,511) 2,962 (38,600) 3,166 (42,692) 2,402 Adjustment required to recognize minimum liability..................... (11,357) (6,333) (3,946) --------- ----------- ------------ ------------ ----------- ----------- Net pension asset (liability) recognized in the Consolidated Balance Sheet.....$ 34,336 $ (17,251) $ 25,944 $ (11,420) $ 8,373 $ (9,612) ========= =========== ============= =========== =========== =========== Net pension assets are included in "Other" non-current assets and net pension liabilities are included in "Employment benefits and other non-current liabilities." Substantially all of the assets of the company-administered plans are invested in listed stocks and bonds. -85- Segment Information Note G The company is a diversified information and communications company with two principal business segments: Newspapers and Business Information Services. Financial data regarding the company's business segments are presented in Items 1 & 2 in the supplemental information. Operating revenue by industry segment includes sales to un- affiliated customers, as reported in the company's consolidated income statement. Operating income is operating revenue less operating expenses, including depreciation expense and amortization of intangibles. General corporate expenses are not allocated to the Newspaper or Business Information Services divisions. Equity in net income of unconsolidated companies and joint ventures, interest income, net interest expense, other non-operating income and expense items, as well as income taxes, have not been included in the amounts reflected as operating income by segment. Identifiable assets by segment are all assets employed in the individual operations of each business segment and excess of cost over net assets acquired associated with acquisitions in each segment. General corporate assets include cash and equivalents, other investments, net assets of unconsolidated companies and joint ventures (other than the Detroit Newspaper Agency, which is included in Newspaper Division assets), and property, plant and equipment used primarily for corporate purposes. Investments in unconsolidated companies and joint ventures are discussed in Notes A and D. Postretirement Benefits Other Than Pensions Note H The company and its subsidiaries have defined postretirement benefit plans that provide medical and life insurance for retirees and eligible dependents. Effective with the beginning of fiscal year 1992, the company implemented, on the immediate recognition basis, Statement of Financial Accounting Standards (FAS) 106, Accounting for Postretirement Benefits Other Than Pensions. This statement requires that the cost of these benefits, which are primarily for health care and life insurance, be recognized in the financial statements throughout the employees' active working careers. The company's previous practice was to expense these costs on a cash basis, principally after retirement. The cumulative effect of adopting FAS 106 on the immediate recognition basis, as of the beginning of 1992, was to reduce net income by $131.0 -86- million (net of income taxes of $80.3 million), or $2.37 per share. The 1992 after-tax impact of FAS 106 (excluding the cumulative effect of adoption) was to reduce earnings by $4.0 million, or $.07 per share. This charge includes a previously unrecognized accumulated postretirement benefit obligation of $211.3 million, including $47.2 million related to the company's share of the Detroit Newspaper Agency (DNA). This obligation was based on plans in place at the beginning of 1992. The company valued the accumulated postretirement benefit obligation as of Dec. 26, 1993, and Dec. 27, 1992, using the following actuarial assumptions: Discount rate: 7.5% in 1993 and 8.5% in 1992 Return on plan assets: 8.5% in 1993 and 1992 Annual rate of increase in salaries: 4.5% in 1993 and 5.0% in 1992 Medical trend rate: 12.0% for 1994, reducing to 5.5% in 2001 and thereafter and 14.0% for 1993, reducing to 6.5% in 2001 and thereafter. In 1992, the company announced several changes to its retiree non-union benefit plans that established a maximum annual dollar cap for medical premiums the company would pay and eliminated coverage for future retirees after the age of 65. During 1993, many of the company's unions adopted similar changes to their retiree benefit plans. Most current retirees will keep their current plans. Proforma amounts for 1991 show that net income would have been reduced by approximately $8.4 million (approximately $.16 per share). The impact on 1992 and 1993 is substantially less due to the effect of the plan amendments described above. These plan amendments resulted in an unrecognized reduction in prior service cost, which is being amortized over future years. 1993 reflects a full year of amortization for the reduction in prior service cost.
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[Enlarge/Download Table] The following tables present the funded status of the company's benefit plans (excluding liabilities of the DNA that are reported in the Consolidated Balance Sheet under the investment caption "Equity in unconsolidated companies and joint ventures") and the components of 1993 and 1992 periodic expense (in thousands): -87- 1993 1992 ------------------------------- --------------------------------- Life Insurance Life Insurance Medical and Other Medical and Other Plans Plans Plans Plans -------- --------------- --------- --------------- Accumulated postretirement benefit obligation: Retirees..................... $ 71,550 $13,619 $ 54,504 $ 13,375 Fully eligible active plan participants......... 12,375 5,267 22,293 3,030 Other active plan participants.............. 19,667 17,679 26,411 18,558 --------- ------- --------- -------- Total........................ 103,592 36,565 103,208 34,963 Fair value of assets............... - - - - Accumulated benefit obligation in excess of plan assets.................. 103,592 36,565 103,208 34,963 Unrecognized net reduction (increase) in prior service costs................... 34,331 (169) 34,592 - Unrecognized net gain (loss)..................... (2,900) 2,912 - - --------- ------- --------- -------- Accrued liability recognized in the balance sheet............ $ 135,023 $39,308 $ 137,800 $ 34,963 ========= ======= ========= ========= Net periodic postretirement benefit cost includes the following components: Service cost................. $ 3,911 $ 4,647 Interest cost................ 13,184 13,434 Amortization................. (3,558) (1,947) Net periodic postretirement ------- --------- benefit cost.............. $13,537 $ 16,134 ======= ========= Impact of one percent increase in medical trend rate: -88- Aggregate impact on 1993 service cost and interest cost................ $ 1,750 Increase in Dec. 26, 1993, ======= accumulated postretirement benefit obligation.............. $ 9,900 ======= Acquisitions Note I On March 1, 1993, the company (through its wholly owned subsidiaries Knight-Ridder Business Information Services, Inc., and Dialog Information Services, Inc.) acquired all of the outstanding shares of Data-Star (composed of Radio Suisse and Data-Star Marketing) from Motor-Columbus and Peter Martin, respectively. Data-Star is Europe's leading online information service. On Dec. 2, 1993, the company acquired all of the outstanding shares of Equinet Pty. Ltd. Equinet is an Australia-based provider of online business real-time and archival equity, option price and analytical information services. The acquisitions were accounted for as purchases and, accordingly, the accompanying financial statements include their operations from the acquisition dates. The cost of acquisitions is included in the caption "Other items, net" in the "Cash Required For Investing Activities" section of the Consolidated Statement of Cash Flows. The effect on operations and proforma results of operations was not material. Commitments and Contingencies Note J At Dec. 26, 1993, the company had lease commitments currently estimated to aggregate approximately $84.1 million that expire from 1994 through 2051 as follows (in thousands):
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[Download Table] -89- 1994 $21,082 1995 15,654 1996 12,339 1997 10,070 1998 7,797 1999 and thereafter 17,174 ------- TOTAL $84,116 ======= Payments under the lease contracts were $25.4 million in 1993, $25.2 million in 1992 and $24.1 million in 1991. Various libel actions, environmental and other legal proceedings that have arisen in the ordinary course of business are pending against the company and its subsidiaries. In 1990, a verdict was rendered against the company's subsidiary, Philadelphia Newspapers, Inc., (PNI), publisher of The Philadelphia Inquirer and Philadelphia Daily News, in a libel action entitled Sprague v. Philadelphia Newspapers, Inc., for $2.5 million in compensatory damages and $31.5 million in punitive damages. Following entry of the judgment on Sept. 15, 1992, PNI, as required by statute, posted a bond equal to 120% of the amount of the verdict and appealed the judgment to the Pennsylvania Superior Court. PNI believes that substantial grounds exist for a decision by an appellate court to reverse the trial court and remand the case for a new trial. In the opinion of management, the ultimate liability to the company and its subsidiaries as a result of this and other legal proceedings will not be material. Management's Responsibility for Financial Statements Shareholders: The consolidated financial statements and other financial information were prepared by management in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods. The manner of presentation, the selection of accounting policies and the integrity of the financial information are the responsibility of management. Some of the amounts included in the financial statements are estimates based on management's best judgment of current conditions and circumstances. To fulfill its responsibilities, management has developed and continues to maintain a system of internal accounting controls. We believe the controls in use are adequate to provide reasonable assurance that assets are safeguarded -90- from loss or unauthorized use, and that the financial records are reliable for preparing the financial statements and maintaining accountability for assets. These systems are augmented by written policies, organizational structures providing for division of responsibilities, qualified financial officers at each operating unit, careful selection and training of financial personnel and a program of internal audits. There are, however, inherent limitations in any control system, in that the cost of maintaining a control system should not exceed the benefits to be derived. The Audit Committee of the Board of Directors is composed of outside directors and meets periodically with management, internal auditors and independent auditors, both separately and together, to review and discuss the auditors' findings and other financial and accounting matters. Both the independent and internal auditors have free access to the committee. The consolidated financial statements have been audited by the company's independent auditors and their report is presented below. The independent auditors are elected each year at the annual shareholders meeting based on a recommendation by the Audit Committee and the Board of Directors. James K. Batten -------------------- James K. Batten Chairman and Chief Executive Officer Ross Jones -------------------- Ross Jones Senior Vice President/Finance and Chief Financial Officer Report of Independent Certified Public Accountants Shareholders Knight-Ridder, Inc. We have audited the consolidated balance sheet of Knight-Ridder, Inc., and subsidiaries as of Dec. 26, 1993, Dec. 27, 1992, and Dec. 29, 1991, and the related consolidated statements of income, cash flows and shareholders' equity for each of the three years then ended. Our audits also included the financial statement schedules listed in the Index at Item 14 (a). These financial statements and schedules are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. -91- We conducted our audits in accordance with generally accepted auditing standards. 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Knight-Ridder, Inc., and subsidiaries at Dec. 26, 1993, Dec. 27, 1992, and Dec. 29, 1991, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. As discussed in Notes B and H the consolidtaed financial statements, in 1992 the Company changed its method of accounting for income taxes and postretirement benefits other than pensions. ERNST & YOUNG Miami, Fla. Feb. 1, 1994 ITEM 9. Changes in and Disagreements with Accountants on Accounting and --------------------------------------------------------------- Financial Disclosure. --------------------- Not Applicable -92- PART III ITEM 10. Directors and Executive Officers of the Registrant -------------------------------------------------- 1994 Proxy Statement page 2, "Election of Directors"; page 3, "Nominees for Election as Directors for Terms Ending 1997"; page 4, "Nominees for Election as Directors for Terms Ending 1995"; "Nominees for Election as Directors for Terms Ending 1996"; page 15, "Certain Transactions, Relationships and Reports of Certain Stock Transactions." Knight-Ridder's Executive Committee: James K. Batten, 58, chairman since 1989 and chief executive officer since 1988. Served as president 1982 to 1989; senior vice president 1980 to 1982; vice president/news 1975 to 1980; Charlotte Observer executive editor 1972 to 1975. Advanced Management Program, Harvard Business School, 1981; M.P.A., public affairs, Princeton University, 1962; B.S., chemistry/ biology, Davidson College, 1957. Alvah H. Chapman Jr., 72, chairman of the Executive Committee since 1984. Served as chairman of the board 1982 to 1989; chief executive officer 1976 to 1988; president 1973 to 1982; executive vice president 1967 to 1973; vice president 1966 to 1967; Miami Herald general manager 1962 to 1969. B.S., business administration, The Citadel, 1942. Mary Jean Connors, 41, vice president/human resources since 1989. Served as Philadelphia Newspapers, Inc., vice president/human resources 1988 to 1989; assistant to the senior vice president/ news for Knight-Ridder 1988; The Miami Herald assistant managing editor/ personnel 1985 to 1988; held various editing positions at The Miami Herald 1980 to 1985. B.A., English, Miami University in Oxford, Ohio, 1973. John C. Fontaine, 62, executive vice president since January 1994; senior vice president 1987 to 1993; general counsel 1980 to 1993. Formerly a partner with Hughes Hubbard & Reed. LL.B., Harvard Law School, 1956; B.A., political science, University of Michigan, 1953. -93- Ross Jones, 51, senior vice president and chief financial officer since October 1993; vice president/finance since March 1993. Served as vice president and treasurer of Reader's Digest Association, Inc., 1985 to 1993 and in other positions there 1977 to 1985. Served as manager at Brown Brothers Harriman & Co. 1970 to 1977. M.B.A., finance, Columbia University Business School, 1970; B.A. in classics, Brown University, 1965. Bernard H. Ridder Jr., 77, former chairman of the board 1979 to 1982; former chairman of the Executive Committee 1976 to 1984; former vice chairman of the board 1974 to 1979. Served as president and chief executive officer of Ridder Publications, Inc., 1969 to 1974. B.A., history, Princeton University, 1938. P. Anthony Ridder, 53, president since 1989; president of Newspaper Division since 1986; chairman of the Operating Committee since 1985; board member since 1987. Served as publisher of the San Jose Mercury News 1977 to 1986; general manager 1975 to 1977; business manager 1969 to 1975. B.A., economics, University of Michigan, 1962. Other Officers: Marty Claus, 45, vice president/ news since 1993. Served as Detroit Free Press managing editor/business and features from 1987 to 1992; held various editing positions at the Free Press 1977 to 1987. Held various writing and editing positions at the San Bernardino (Calif.) Sun-Telegram 1970 to 1977. B.A., journalism, Michigan State University Honors College, 1970. Stephen D. Dempsey, 41, assistant vice president/information systems since February 1994. Served as director of information systems from 1990 to 1994; San Jose Mercury News information systems director from 1984 to 1990; various technical positions 1979 to 1984; Boulder Daily Camera, various programming and circulation positions, 1969 to 1979. B.A., history, University of Colorado, 1975. Gary R. Effren, 37, assistant vice president/assistant treasurer since December 1993. Served as assistant to the vice president/ finance and treasurer 1989 to 1993; director of corporate accounting 1986 to 1989; business manager of Viewdata Corp. of America 1984 to 1986; manager of financial reporting 1983 to 1984. M.B.A., University of Miami, 1989; B.S., accounting, Rider College, 1978. -94- Virginia Dodge Fielder, 45, vice president/research since 1989. Served as vice president/news and circulation research 1986 to 1989. Served as director/news and circulation research 1981 to 1985; editorial research manager, Chicago Sun-Times 1979 to 1981; held various positions at Lexington Herald-Leader 1976 to 1979. Ph.D., mass communications, Indiana University, 1976; M.A., journalism, Indiana University, 1974; B.A., psychology, Transylvania University, 1970. Douglas C. Harris, 54, vice president and secretary since 1986. Served as vice president/personnel 1977 to 1985; director/personnel 1972 to 1977. Formerly with Peat, Marwick, Mitchell and Co. as director of college and special recruiting. Advanced Management Program, Harvard Business School, 1987; Ed.D., counseling and guidance, Indiana University, 1968; M.S., student personnel, Indiana University, 1964; B.S., business administration, Murray State University, 1961. W. H. (Gus) Harwell Jr., 64, senior vice president/operations since 1989. Served as group vice president/operations 1981 to 1989. Served as Tallahassee Democrat president and publisher 1978 to 1981; general manager 1973 to 1978; Boca Raton News publisher 1968 to 1973. B.J., community journalism, University of Missouri, 1951. Clark Hoyt, 51, vice president/news since August 1993. Served as chief of the Knight-Ridder Washington Bureau 1987 to 1993; news editor 1985 to 1987; managing editor, The Wichita Eagle, 1981 to 1985; various editing positions, Detroit Free Press, 1977 to 1981; various reporting positions, the Detroit Free Press and Washington Bureau. B.A., English literature, Columbia College, 1964. Ivan A. Jones, 51, assistant vice president/personnel research and development since 1986. Served as director/ personnel research and development 1977 to 1986; personnel consultant 1975 to 1977. Formerly with the consulting firm of Byron Harless, Reid & Associates 1973 to 1975. Ph.D., industrial psychology, Baylor University, 1969; M.A., psychology, Baylor University, 1967; B.A., psychology, University of Arizona, 1964. Polk Laffoon IV, 48, vice president/ corporate relations since March 1994. Served as assistant to the president 1992 to 1994; assistant circulation director/distribution, The Miami Herald, 1991 to 1992; executive assistant to the vice president/marketing 1989 to 1991; Living Today editor, 1987 to 1989. Served as director and vice president/ investor relations, Taft -95- Broadcasting Co., 1982 to 1987. Held various writing and editing positions at the Detroit Free Press 1978 to 1982. M.B.A., marketing, Wharton School, 1970; B.A., English, Yale, 1967. Tally C. Liu, 43, vice president/finance and controller since October 1993; vice president and controller 1990 to 1993. Served as San Jose Mercury News vice president and chief financial officer 1987 to 1990; chief financial officer 1986 to 1987; controller 1983 to 1986; Boca Raton News controller 1980 to 1983; assistant controller 1978 to 1980. M.B.A., Florida Atlantic University, 1977; B.S., business administration, National Chen-Chi University, 1973; CPA. Mario R. Lopez, 54, assistant vice president/internal audit since July 1993. Served as partner at Deloitte & Touche 1978 to 1993 and in other positions there from 1964 to 1978. B.S., business administration, Saint Joseph's University, 1962, CPA. Larry D. Marbert, 40, vice president/ technology since February 1994. Served as Philadelphia Newspapers, Inc., senior vice president/operations 1991 to 1994; vice president/operations research and planning 1988 to 1991; vice president/production 1986 to 1988; Knight-Ridder director of production/Newspaper Division 1981 to 1986; various production positions, The Miami Herald, 1977 to 1981. M.S., management science, Auburn University, 1977; B.S., University of North Carolina, business administration, 1976. Jerry M. Marshall, 55, assistant vice president/financial services since 1986. Served as director of accounting administration 1984 to 1985; director of corporate accounting 1977 to 1984; manager of corporate accounting 1972 to 1977; internal auditor 1969 to 1972. B.S., accounting, Kent State University, 1963. Cristina Lagueruela Mendoza, 47, vice president/general counsel since 1993; vice president/associate general counsel 1992 to 1993; associate general counsel since 1990. Served as a partner in the Miami law firm of Murai, Wald, Biondo, Moreno & Mendoza, P.A., 1988 to 1990; associate 1984 to 1988. J.D., University of Miami Law School, 1982; M.A., political science, University of Miami, 1967; B.A., political science, Chatham College, 1966. Laurence D. Olmstead, 36, assistant vice president/ human resources/ diversity since December 1993. Served as special projects editor/metro staff of The New York Times 1993; city editor of the Detroit Free Press 1991 to 1993; held various editing and reporting positions 1980 to 1991. Attended George Washington University. -96- Peter E. Pitz, 52, vice president/operations since February 1994. Served as vice president/technology 1989 to 1994; San Jose Mercury News vice president/operations 1987 to 1989; Detroit Free Press director of operations 1983 to 1987; Denver Post operations manager 1974 to 1983. M.B.A., Denver University, 1979; B.S., business administration, Northern Illinois University, 1963. David K. Ray, 52, president of Business Information Services Division since 1983; Knight-Ridder vice president since 1980. Formerly a vice president, LIN Broadcasting Co. M.B.A., University of Chicago, 1965; B.A., liberal arts, Colgate University, 1963. Stephen H. Sheriff, 47, assistant vice president/taxation since 1989. Served as director of taxation 1987 to 1989. Formerly with Federal Express as director of taxation. J.D., University of Miami School of Law, 1992; B.B.A., accounting, University of Georgia, 1971; CPA. Homer E. Taylor, 51, vice president/supply since 1987. Formerly vice president/manufacturing and supply with Scripps Howard. B.S., business, West Virginia Institute of Technology, 1973; A.S., electrical engineering, West Virginia Institute of Technology, 1970. Jerome S. Tilis, 51, vice president/marketing since 1987. Served as president of the Detroit Free Press 1985 to 1989; senior vice president of Philadelphia Newspapers, Inc., 1980 to 1985; vice president of advertising sales and marketing 1979 to 1980; advertising director 1977 to 1979. Advanced Management Program, Harvard Business School, 1984; B.S., chemistry, Hunter College, 1964. Knight-Ridder Board: The Knight-Ridder Board of Directors is composed of members who represent a wide cross-section of American business and journalism. The group includes highly experienced investment and commercial bankers, leaders of top American corporations, senior executives and retired executives of the company and members of the Knight and Ridder families. The group is the central governing body of the company. Eric Ridder, 75, publisher emeritus of The Journal of Commerce, a director since 1983; attended Harvard University. -97- Jesse Hill Jr., 67, chairman and chief executive officer of Atlanta Life Insurance Co., a director since 1980; M.B.A., actuarial science, University of Michigan, 1949; B.S., mathematics and physics, Lincoln University, 1947. Barbara Knight Toomey, 56, experienced in management consulting, data retrieval and storage, resort management and library science, a director since 1989; B.A., geography and zoology, Boston University, 1959. James K. Batten, 58, chairman and chief executive officer, a director since 1981; Advanced Management Program, Harvard Business School, 1981; M.P.A., public affairs, Princeton University, 1962; B.S., chemistry/biology, Davidson College, 1957. Ben R. Morris, 71, former president of The State-Record Company, a director since 1986; B.S., textile engineering, North Carolina State University, 1948. Peter C. Goldmark Jr., 53, president of The Rockefeller Foundation, a director since 1990; B.A., government, Harvard College, 1962. Bernard H. Ridder Jr., 77, former chairman of the board and of the Executive Committee, a director since 1946; B.A., history, Princeton University, 1938. P. Anthony Ridder, 53, president of Knight-Ridder and of the Newspaper Division, a director since 1987; B.A., economics, University of Michigan, 1962. C. Peter McColough, 71, former chairman and CEO of Xerox Corp., a director since 1982; LL.B., law, Dalhousie University (Nova Scotia), 1947; M.B.A., Harvard University, 1949. Joan Ridder Challinor, 66, research associate at the National Museum of American History, Smithsonian Institution, a director since 1989; Ph.D., U.S. history, The American University in Washington, D.C., 1982; M.A., U.S. history/ancient history, The American University, 1974; B.A., history, The American University, 1971. Thomas L. Phillips, 69, retired chairman and chief executive officer of Raytheon Co., a director since 1983; M.S., electrical engineering, Virginia Polytechnic Institute, 1948; B.S., electrical engineering, Virginia Polytechnic, 1947. -98- Barbara Barnes Hauptfuhrer, 65, director of several public companies, a Knight-Ridder director since 1979; B.A., sociology and economics, Wellesley College, 1949. William S. Lee, 64, chairman and president of Duke Power, a director since 1990; B.S., civil engineering, Princeton University, 1951. John L. Weinberg, 69, senior chairman of Goldman, Sachs & Co., a director since 1969; M.B.A., business administration, Harvard University, 1950; B.A., economics, Princeton University, 1948. Gonzalo F. Valdes-Fauli, 47, regional chief executive: Latin America of Barclays Bank PLC, a director since 1992; master's in international finance, Thunderbird Graduate School for International Management, 1970; B.S., economics, Spring Hill College, 1968. Alvah H. Chapman Jr., 72, chairman of the Executive Committee and former chairman of the board and chief executive officer, a director since 1962; B.S., business administration, The Citadel, 1942. 11. Executive Compensation ---------------------- 1994 Proxy Statement, pages 7 and 8, "Compensation Committee Interlocks and Insider Participation"; pages 8 through 10, "Executive Compensation;" page 11, "Senior Executive Compensation;" page 12, "Stock Options Granted;" pages 12 and 13, "Stock Options Exercised;" page 13, "Pension Benefits;" and page 15, "Compensation of Directors" 12. Security Ownership of Certain Beneficial Owners and Management -------------------------------------------------------------- 1994 Proxy Statement page 1, "Common Stock Outstanding and Principal Holders" and page 6, "Security Ownership of Management" See Note E in Item 8. 13. Certain Relationships and Related Transactions ---------------------------------------------- 1994 Proxy Statement page 15, "Certain Transactions, Relationships and Reports of Certain Stock Transactions" -99- PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form ------------------------------------------------------------ 8-K. ---- (a) 1. The following consolidated financial statements of Knight-Ridder, Inc. and subsidiaries, included in the annual report of the registrant to its shareholders for the year ended December 26, 1993, are included in Item 8: Consolidated Balance Sheet - December 26, 1993, December 27, 1992 and December 29, 1991 Consolidated Statement of Income - Years ended December 26, 1993, December 27, 1992 and December 29, 1991 Consolidated Statement of Cash Flows - Years ended December 26, 1993, December 27, 1992 and December 29, 1991 Consolidated Statement of Shareholders' Equity - Years ended December 26, 1993, December 27, 1992 and December 29, 1991 Notes to consolidated financial statements - December 26, 1993 2. The following consolidated financial statement schedules of Knight-Ridder, Inc. and subsidiaries are submitted as a separate section of this report. Schedule V - Property, plant and equipment Schedule VI - Accumulated depreciation, depletion and amortization of property, plant and equipment Schedule VIII - Valuation and qualifying accounts Schedule IX - Short-term borrowings Schedule X - Supplementary income statement information -100- All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions, or are inapplicable, or have been shown in the consolidated financial statements or notes thereto, and therefore have been omitted from this section. 3. Exhibits Filed No. 3 - Articles of Incorporation and Bylaws are incorporated by reference to the Company's Form 10K, filed in March, 1981. No. 4 - Indenture, dated as of April 6, 1989, is incorporated by reference to the Company's Registration Statement on Form S-3, effective April 7, 1989. (No. 33-28010) No. 10 - 1993 Executive MBO Plan description is incorporated herein on pages 116 to 121. - Amendment to the Employee Stock Option Plan originally filed on May 6, 1980 is incorporated herein on pages 121-129 - Director's Pension Plan dated January 1, 1994 is filed herein on pages 129-131 - Executive Officer's Retirement Agreement dated July 19, 1993 is incorporated herein on pages 131-133 No. 11 - Statement re Computation of Per Share Earnings is filed herein on pages 133-135. No. 12 - Statement re Computation of Earnings to Fixed Charges Ratio From Continuing Operations is filed herein on page 135-136. No. 19 - Executive Officer's Consulting/Retirement Agreement dated September 20, 1989 is incorporated herein on pages 136-138 - Executive Officer's Retirement Agreement dated December 19, 1991 is incorporated herein on pages 139-142. No. 22 - Subsidiaries of the registrant is filed herein on pages 142-144. -101- No. 24 - "Consent of Independent Certified Public Accountants" is filed herewith on page 145. No. 25 - "Powers of Attorney" for all members of the Board of Directors, are filed herein on pages 146-161. (b) Reports on Form 8-K None were filed during the fourth quarter of 1993. (c) Exhibits The response to this portion of Item 14 is submitted as a separate section of this report. (d) Financial Statement Schedules The response to this portion of Item 14 is submitted as a separate section of this report. -102- 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. KNIGHT-RIDDER, INC. Dated March 22, 1994 By James K. Batten -------------------- ------------------------------- James K. Batten Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. -103- Dated March 22, 1994 James K. Batten ---------------------- ------------------------------- James K. Batten Chairman of the Board and Chief Executive Officer Dated March 22, 1994 Ross Jones ---------------------- ------------------------------- Ross Jones Chief Financial Officer and Senior Vice President/Finance Dated March 22, 1994 Tally C. Liu ---------------------- ------------------------------- Tally C. Liu Vice President/Finance and Controller (Chief Accounting Officer) /s/ James K. Batten* -------------------------------- James K. Batten Director -104- /s/ Alvah H. Chapman, Jr.* -------------------------------- Alvah H. Chapman, Jr. Director /s/ Joan Ridder Challinor * ------------------------------- Joan Ridder Challinor Director /s/ Peter C. Goldmark, Jr.* ------------------------------- Peter C. Goldmark, Jr. Director /s/ Barbara Barnes Hauptfuhrer* ------------------------------- Barbara Barnes Hauptfuhrer Director /s/ Jesse Hill, Jr.* ------------------------------- Jesse Hill, Jr. Director /s/ William S. Lee* ------------------------------- William S. Lee Director -105- /s/ C. Peter McColough* ------------------------------- C. Peter McColough Director /s/ Ben R. Morris* ------------------------------- Ben R. Morris Director /s/ Thomas L. Phillips* ------------------------------- Thomas L. Phillips Director /s/ P. Anthony Ridder* ------------------------------- P. Anthony Ridder Director /s/ Bernard H. Ridder, Jr.* ------------------------------- Bernard H. Ridder, Jr. Director /s/ Eric Ridder* ------------------------------- Eric Ridder Director -106- /s/ Barbara Knight Toomey * ------------------------------- Barbara Knight Toomey Director /s/ John L. Weinberg* ------------------------------- John L. Weinberg Director /s/Gonzalo F. Valdes-Fauli* ------------------------------- Gonzalo F. Valdes-Fauli Director Dated March 22, 1994 *By Ross Jones ---------------------- ---------------------------- Ross Jones Attorney-in-fact -107- ANNUAL REPORT ON FORM 10-K ITEM 14 (a) (2), (c) and (d) SUPPLEMENTARY DATA CERTAIN EXHIBITS YEAR ENDED DECEMBER 26, 1993 KNIGHT-RIDDER, INC. AND SUBSIDIARIES MIAMI, FLORIDA -108-
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SCHEDULE V [Enlarge/Download Table] ----------- PROPERTY, PLANT AND EQUIPMENT KNIGHT-RIDDER, INC. AND SUBSIDIARIES (IN THOUSANDS OF DOLLARS) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F ---------- --------- --------- --------- --------- --------- BALANCE AT OTHER BALANCE BEGINNING CHANGES AT OF ADDITIONS ADD END OF CLASSIFICATION PERIOD AT COST (2) RETIREMENTS (DEDUCT) PERIOD -------------- ---------- ----------- ----------- ---------- ---------- YEAR ENDED DECEMBER 26, 1993 : LAND AND IMPROVEMENTS $ 62,638 $ 3,251 $ 36 $ 1,032 (1)$ 66,885 BUILDINGS AND IMPROVEMENTS 372,021 9,022 1,778 291 (1) 379,556 EQUIPMENT 1,053,364 34,409 28,784 100,642 (1) 1,168,054 8,423 (3) ----------- ----------- ---------- ---------- ----------- 1,488,023 46,682 30,598 110,388 1,614,495 CONSTRUCTION AND EQUIPMENT INSTALLATIONS IN PROCESS 91,225 24,028 0 (102,153)(1) 13,100 ----------- ----------- ---------- ---------- ----------- $ 1,579,248 $ 70,710 $ 30,598 $ 8,235 $ 1,627,595 =========== =========== ========== ========== =========== YEAR ENDED DECEMBER 27, 1992 : LAND AND IMPROVEMENTS $ 51,167 $ 278 $ 124 $ 11,317 (1)$ 62,638 BUILDINGS AND IMPROVEMENTS 275,815 1,062 1,700 96,844 (1) 372,021 -109- EQUIPMENT 902,148 29,610 36,864 158,470 (1) 1,053,364 ----------- ----------- ---------- ---------- ----------- 1,229,130 30,950 38,688 266,631 1,488,023 CONSTRUCTION AND EQUIPMENT INSTALLATIONS IN PROCESS 287,215 70,994 0 (266,984)(1) 91,225 ----------- ----------- ---------- ---------- ----------- $ 1,516,345 $ 101,944 $ 38,688 $ (353) $ 1,579,248 =========== =========== ========== ========== =========== YEAR ENDED DECEMBER 29, 1991 : LAND AND IMPROVEMENTS $ 49,401 $ 734 $ 48 $ 1,080 (1)$ 51,167 BUILDINGS AND IMPROVEMENTS 269,950 1,258 521 5,128 (1) 275,815 EQUIPMENT 827,604 38,777 20,532 56,299 (1) 902,148 ----------- ----------- ---------- ---------- ----------- 1,146,955 40,769 21,101 62,507 1,229,130 CONSTRUCTION AND EQUIPMENT INSTALLATIONS IN PROCESS 221,570 128,349 48 (62,656)(1) 287,215 ----------- ----------- ---------- ---------- ----------- $ 1,368,525 $ 169,118 $ 21,149 $ (149) $ 1,516,345 =========== =========== ========== ========== =========== (1) Reclassifications, transfers and adjustments. (2) Property, plant and equipment additions include accruals not requiring cash expenditures of $1,169 in 1993, $950 in 1992 and $2,287 in 1991. (3) Assets obtained though the acquisition of subsidiary.
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[Enlarge/Download Table] -110 SCHEDULE VI ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION ------------ OF PROPERTY, PLANT AND EQUIPMENT KNIGHT-RIDDER, INC. AND SUBSIDIARIES (IN THOUSANDS OF DOLLARS) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F --------- ---------- ---------- ---------- ---------- --------- ADDITIONS OTHER BALANCE BALANCE AT CHARGED TO CHANGES AT BEGINNING COSTS AND ADD END OF DESCRIPTION OF PERIOD EXPENSES (1) RETIREMENTS (DEDUCT) PERIOD ------------ ----------- ------------ ----------- --------- --------- YEAR ENDED DECEMBER 26, 1993: LAND AND IMPROVEMENTS $ 7,168 $ 1,339 $ 27 $ 92 (2)$ 8,544 (28)(3) BUILDING AND IMPROVEMENTS 121,737 16,175 899 (347)(2) 136,029 (637)(3) EQUIPMENT 568,602 86,800 28,825 122 (2) 621,901 (4,798)(3) ----------- ------------ ------------ --------- --------- $ 697,507 $ 104,314 $ 29,751 $ (5,596) $ 766,474 =========== ============ ============ ========= ========= YEAR ENDED DECEMBER 27, 1992: LAND AND IMPROVEMENTS $ 6,555 $ 643 $ 28 $ 26 (2)$ 7,168 (28)(3) BUILDING AND IMPROVEMENTS 110,484 13,438 1,529 (7)(2) 121,737 (649)(3) EQUIPMENT 528,149 79,757 35,684 (46)(2) 568,602 (3,574)(3) ----------- ------------ ------------ --------- --------- $ 645,188 $ 93,838 $ 37,241 $ (4,278) $ 697,507 ============ ============ ============ ========= ========= YEAR ENDED DECEMBER 29, 1991: LAND AND IMPROVEMENTS $ 6,045 $ 514 $ 40 $ 69 (2)$ 6,555 (33)(3) BUILDING AND IMPROVEMENTS 99,571 12,160 490 (72)(2) 110,484 -111- (685)(3) EQUIPMENT 473,573 78,473 20,310 (37)(2) 528,149 (3,550)(3) ----------- ------------ ------------ --------- --------- $ 579,189 $ 91,147 $ 20,840 $ (4,308) $ 645,188 =========== ============ ============ ========= ========= (1) The annual provisions for depreciation have been computed principally in accordance with depreciable lives. Land and improvements 5-10 years Buildings and improvements 10-40 years Equipment 3-25 years (2) Reclassifications and transfers. (3) Transfer of additions to accumulated depreciation related to assets of The Detroit News Agency which is included in the consolidated balance sheet under the caption "Equity in unconsolidated companies and joint ventures." -112-
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SCHEDULE VIII [Enlarge/Download Table] -------------- VALUATION AND QUALIFYING ACCOUNTS KNIGHT-RIDDER, INC. AND SUBSIDIARIES (IN THOUSANDS OF DOLLARS) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E ---------- ----------- ---------- ---------- ---------- ADDITIONS --------------------- BALANCE AT CHARGED CHARGED BEGINNING TO COSTS TO BALANCE OF AND OTHER AT END DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD ------------ ----------- --------- -------- ------------ ---------- YEAR ENDED DECEMBER 26, 1993: RESERVES AND ALLOWANCES DEDUCTED FROM ASSET ACCOUNT: ACCOUNTS RECEIVABLE ALLOWANCES $ 14,450 $ 18,519 $ 18,415(1) $ 14,554 VALUATION ALLOWANCE FOR DEFERRED TAXES 10,980 - 6,995(2) 3,985 ------------ ---------- --------- ----------- $ 25,430 $ 18,519 $ 25,410 $ 18,539 YEAR ENDED DECEMBER 27, 1992: RESERVES AND ALLOWANCES DEDUCTED FROM ASSET ACCOUNT: ACCOUNTS RECEIVABLE ALLOWANCES $ 12,305 $ 22,093 $ 19,948(1) $ 14,450 VALUATION ALLOWANCE FOR DEFERRED TAXES - 10,980 - 10,980 ------------ ---------- ---------- -------- $ 12,305 $ 33,073 $ 19,948 $ 25,430 -113- YEAR ENDED DECEMBER 29, 1991: RESERVES AND ALLOWANCES DEDUCTED FROM ASSET ACCOUNT: ACCOUNTS RECEIVABLE ALLOWANCES $ 11,747 $ 20,556 $ 19,998(1) $ 12,305 (1) Represents uncollectible accounts written-off, net of recoveries. (2) Represents net reduction in valuation allowance which is determined to be no longer required.
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SCHEDULE IX [Enlarge/Download Table] ------------ SHORT-TERM BORROWINGS KNIGHT-RIDDER, INC. AND SUBSIDIARIES (IN THOUSANDS OF DOLLARS) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F ----------------------- --------- --------- ----------- ----------- ------------- CATEGORY OF BALANCE WEIGHTED MAX. AMOUNT AVG. AMOUNT WEIGHTED AVG. AGGREGATE AT AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE SHORT-TERM END OF INTEREST DURING DURING THE DURING BORROWINGS PERIOD RATE THE PERIOD PERIOD (2) THE PERIOD (3) -------------- --------- --------- ------------ ------------ -------------- YEAR ENDED DECEMBER 26, 1993: COMMERCIAL PAPER (1) $53,985 3.2% $154,700 $97,379 3.2% -114- YEAR ENDED DECEMBER 27, 1992: COMMERCIAL PAPER $62,326 3.4% $124,800 $53,172 4.3% YEAR ENDED DECEMBER 29, 1991: COMMERCIAL PAPER $111,288 5.9% $419,455 $250,031 6.4% (1) Commercial paper generally matures in 30 to 90 days from the date of issue with no provisions for the extension of its maturity. The commercial paper is backed by $500 million of revolving credit agreements which requires no principal payments until maturity on April 9, 1998. The instruments backing the commercial paper are " long term" in that no principal repayments are required during the next 12 months. As such, approximately $54 million of the commercial paper is classified as "non current" since the company intends to maintain total commercial paper of at least this amount during the next 12 months. (2) The average amount outstanding during the period was computed by dividing the total of daily outstanding principal balances throughout the year by 364. (3) The weighted average interest rate during the period was computed by dividing the actual interest expense by average short-term commercial paper outstanding.
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[Enlarge/Download Table] -115- SCHEDULE X ------------ SUPPLEMENTARY INCOME STATEMENT INFORMATION KNIGHT-RIDDER, INC. AND SUBSIDIARIES (IN THOUSANDS OF DOLLARS) COLUMN A COLUMN B ----------- --------------------------------------------- ITEM CHARGED TO COSTS AND EXPENSES ----- --------------------------------------------- FOR THE YEARS ENDED ---------------------------------------------- DECEMBER 26 DECEMBER 27 DECEMBER 29 1993 1992 1991(1) ------------ ------------ ------------ Maintenance and repairs $ 31,946 $29,359 $27,325 Royalties $112,459 $94,438 $84,964 Advertising costs $ 27,653 $26,700 $20,964 (1) Certain amounts have been reclassified to conform to 1993 presentation. Amounts for depreciation and amortization of intangible assets, and taxes, other than payroll and income taxes, are not presented as such amounts are less than 1% of total sales and revenues. EXHIBIT 10 ---------- GENERAL DESCRIPTION 1993 EXECUTIVE MBO PLAN (DESCRIPTION) I. Program Overview Following is an outline of the KRI Executive MBO Program. -116- A. Basic Performance Criteria This incentive MBO program is related directly to: 1. The growth of operating profit for the corporation or for individual operating units. 2. The meeting of budgeted profit levels. 3. The attainment of individual performance goals that will contribute to the long-range strength of KRI. B. Factors Affecting Design of the Program. 1. Survey Data - Annual compensation studies by Towers Perrin and by others provide up-to-date data on compensation levels. From these studies, reliable competitive averages (as well as maximums and minimums) on most of our major positions are established. 2. KRI Position Within Our Industry - We wish to achieve a position such that an average KRI executive's total compensation will be competitive with compensation of executives at comparable companies. This positioning is necessary to continue to attract and retain the type of executive we want. 3.Rewards Increase With Responsibility - In general, the practice in American industry is for higher award opportunities at the top of the organization, since these executives have greater influence on profitability and should have more at risk. C. Program Regulations 1. Effective Starting Date - January 1, 1993, for this revised program. 2. Maximum Limit - It is usual practice to establish a limit to the amount that can be paid out in an executive award program in a given year. An appropriate limiting formula for the Category I and II participants will be one half of one percent of beginning shareholder equity. -117- 3. Eligibility - Participants in the KRI Executive MBO Program are in three basic categories as follows: (The Chairman/CEO, President and Executive Vice President are excluded from the program. Awards, if any, for incumbents in these three offices are at the sole discretion of the KRI Compensation Committee.) *Category I - Included as participants are all corporate officers, and certain director - level corporate employees. *Category II - Included are newspaper publishers and other unit operating heads who report directly to corporate officers. The President of Ft. Wayne News-Sentinel, the Chief of the Washington Bureau and the Editor of KRTN are included in this category. *Category III - Includes top editors, general managers and all division directors. (Any employee in this category not currently in the program joined the program on January 1, 1989. Exceptions may be negotiated with the Division Presidents in cases of inequity). *Category IV - Employees not included in Categories I,II or III of the MBO program who hold positions of sufficient scope and organizational impact to be deemed by senior management as appropriately included in the KRI Executive MBO program. D. Goals Individual performance goals are an integral part of the KRI Executive Compensation Program. 1. Each participant in this program is or will be committed to written, defined goals in a number of fields such as: editorial product improvement, customer service, increased readership and/or product usage, circulation improvement, advertising share, personnel development and training, pluralism, leadership, etc. 2. The individual performance goals are the manager's program of how the operating unit will be improved. They are then reviewed, adjusted and finally accepted as meaningful and attainable by the senior officer to ensure that the goals have a valid corporate purpose. In this way, these goals are established from the "bottom up" rather than imposed by top management. -118- 3. Goals should not number more than 6 to 8 objectives. Each goal will be given a weight, based on its relative importance, on a scale of 1 to 100. The combined weight of all the goals must equal 100. At the end of each year an individual is evaluated on the percentage of each goal accomplished, with the total yielding an individual's performance factor. II Award Calculations The award will be determined by these factors: A. The salary of the individual participant. See Appendix A. B. Operating profit - This factor measures operating profit for the current year against the previous year on a scale running from 90% to 115 %. This represents 25% of the award potential. C. Budgeted performance - This factor measures operating profit performance against budgeted performance on a scale running from 90% to 105%. This represents the other 75% of award potential. D. Individual performance - This factor measures the individual performance against pre-established goals.
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[Enlarge/Download Table] Appendix A Table 1 Base Salary Bracket Salary Range Target Award VII 250,000 - UP 50% VI 175,000 to 250,000 45% V 125,000 to 174,999 40% IV 100,000 to 124,999 35% -119- III 70,000 to 99,999 32.5% II 50,000 tp 69,999 30% I 30,000 to 49,999 25% Table 2 Current Year Vs. $175,000 - $125,000 - $100,000 - $70,000 - $50,000 - up to Previous Year $250+ $249,999 $174,999 $124,999 $99,999 $69,999 $50,000 Operating Profit VII VI V IV III II I 115.00 55.00 50.00 45.00 40.00 37.50 35.00 30.00 114.00 54.00 49.00 44.00 39.00 36.50 34.00 29.00 113.00 53.00 48.00 43.00 38.00 35.50 33.00 28.00 112.00 52.00 47.00 42.00 37.00 34.50 32.00 27.00 111.00 51.00 46.00 41.00 36.00 33.50 31.00 26.00 110.00 50.00 45.00 40.00 35.00 32.50 30.00 25.00 109.00 47.50 43.00 38.00 33.00 31.00 28.50 24.00 108.00 45.00 41.00 36.00 32.00 29.00 27.00 23.00 107.00 42.50 38.00 34.00 30.00 28.00 25.50 21.00 106.00 40.00 36.00 32.00 28.00 26.00 24.00 20.00 105.00 37.50 34.00 30.00 26.00 24.00 22.50 19.00 104.00 35.00 32.00 28.00 25.00 23.00 21.00 18.00 103.00 32.50 29.00 26.00 23.00 21.00 19.50 16.00 102.00 30.00 27.00 24.00 21.00 20.00 18.00 15.00 101.00 27.50 25.00 22.00 19.00 18.00 16.50 14.00 100.00 25.00 23.00 20.00 17.50 16.00 15.00 13.00 99.00 22.50 20.50 18.00 16.00 15.00 13.50 11.00 98.00 20.00 18.00 16.00 14.00 13.00 12.00 10.00 97.00 17.50 16.00 14.00 12.00 11.00 10.50 9.00 96.00 15.00 14.00 12.00 11.00 10.00 9.00 8.00 95.00 12.50 11.00 10.00 9.00 8.00 7.50 6.00 94.00 10.00 9.00 8.00 7.00 7.00 6.00 5.00 93.00 7.50 7.00 6.00 5.00 5.00 4.50 4.00 92.00 5.00 5.00 4.00 4.00 3.00 3.00 3.00 91.00 2.50 2.00 2.00 2.00 2.00 1.50 1.00 90.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -120- Table 3 Actual Versus $175,000 - $125,000 - $100,000 $70,000 - $50,000 - up to Budget $250+ $249,999 $174,999 $124,999 $99,999 $69,999 $50,000 Profit VII VI V IV III II I 105.00 55.00 50.00 45.00 40.00 37.50 35.00 30.00 104.00 54.00 49.00 44.00 39.00 36.50 34.00 29.00 103.00 53.00 48.00 43.00 38.00 35.50 33.00 28.00 102.00 52.00 47.00 42.00 37.00 34.50 32.00 27.00 101.00 51.00 46.00 41.00 36.00 33.50 31.00 26.00 100.00 50.00 45.00 40.00 35.00 32.50 30.00 25.00 99.00 45.00 40.50 36.00 31.50 29.00 27.00 22.50 98.00 40.00 36.00 32.00 28.00 26.00 24.00 20.00 97.00 35.00 31.50 28.00 24.50 23.00 21.00 17.50 96.00 30.00 27.00 24.00 21.00 19.50 18.00 15.00 95.00 25.00 22.50 20.00 17.50 16.00 15.00 12.50 94.00 20.00 18.00 16.00 14.00 13.00 12.00 10.00 93.00 15.00 13.50 12.00 10.50 10.00 9.00 7.50 92.00 10.00 9.00 8.00 7.00 6.50 6.00 5.00 91.00 5.00 4.50 4.00 3.50 3.00 3.00 2.50 90.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 EXHIBIT 10 KNIGHT-RIDDER, INC. ---------- EMPLOYEE STOCK OPTION PLAN (As amended through May 13, 1993) 1. PURPOSE The purpose of this Stock Option Plan (hereinafter referred to as the "Plan") is to attract and retain key employees of Knight-Ridder, Inc. (hereinafter referred to as the "Company") and its subsidiaries, by the grant of options and stock appreciation rights. "Subsidiaries" as used herein shall mean corporations (other than Knight- Ridder, Inc.) or partnerships in an unbroken chain of corporations and/or partnerships beginning with Knight-Ridder, Inc. if, at the time the granting of the option or stock appreciation right, each of the corporations and -121- partnerships other than the last corporation or partnership in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in a corporation in such chain or at least a 50% partnership in such chain. Except as provided in Paragraph 7, a "stock appreciation right" shall mean the right of a holder thereof to receive from the Company, upon surrender of the related option, an amount equal to (A) the excess of the fair market value of a share of common stock on the date the stock appreciation right is exercised over the option price provided for in the related option, multiplied by (B) the number of shares with respect to which such stock appreciation right shall have been exercised. The term "fair market value" of a share of common stock as of any date shall be the mean between the highest and lowest sales price of a share of common stock on the date in question as reported on the composite tape for issues listed on the New York Stock Exchange. If no transaction was reported on the composite tape in the common stock on such date, the prices used shall be the prices reported on the nearest day preceding the date in question. If the common stock is not then listed or admitted to trading on such Exchange, "fair market value" shall be the mean between the closing bid and asked prices on the date in question as furnished by any member firm of the New York Stock Exchange selected from time to time for that purpose by the Compensation Committee. 2. ADMINISTRATION OF THE PLAN The Plan shall be administered by a committee as appointed from time to time by the Board of Directors of the Company, which committee shall consist of not less than three (3) members of such Board of Directors, all of whom shall be disinterested persons. Said committee shall be called the "Compensation Committee." In administering the Plan, the Compensation Committee may adopt rules and regulations for carrying out the Plan. The interpretation and decision with regard to any question arising under the Plan made by the Committee shall, unless overruled or modified by the Board of Directors of the Company, be final and conclusive on all employees of the Company and its subsidiaries participating or eligible to participate in the Plan. A Committee member shall be a "disinterested person" only if such person is not, at the time such person exercises discretion in administering the Plan, eligible and has not at any time within one year prior thereto been eligible for selection as a person to whom stock may be allocated or to whom stock options or stock appreciation rights may be granted pursuant to the Plan or any other plan of the Company or any of its affiliates entitling the -122- participants therein to acquire stock, stock options or stock appreciation rights of the Company or any of its affiliates. 3. STOCK The stock which may be issued and sold pursuant to the exercise of options or stock appreciation rights granted under the Plan may be authorized and unissued common stock or shares of common stock reacquired by the Company and held in treasury of a total number not exceeding 16,100,000 shares. The shares deliverable under the Plan shall be fully paid and non- assessable shares. Any shares, in respect of which an option is granted under the Plan which shall have for any reason expired or terminated, may be again allotted under the Plan. Any shares covered by options which have been canceled by reason of the exercise of related stock appreciation rights as provided in the immediately following paragraph or which are used to exercise other options or to satisfy tax withholding obligations shall not be available for other options under the Plan. The exercise of options with respect to which stock appreciation rights shall have been granted shall cause a corresponding cancellation of such stock appreciation rights, and the exercise of stock appreciation rights issued in respect of options shall cause a corresponding cancellation of such options. Each option and stock appreciation right granted under the Plan shall be subject to the requirement and condition that if the Board of Directors shall determine that the listing, registration or qualification upon any Securities Exchange under any state or federal law, or the approval or consent of any governmental body is necessary or desirable as a condition of granting such option or stock appreciation right, or the issue or purchase of any shares thereunder, then no such option or stock appreciation right may be exercised in whole or in part unless or until such listing, registration, qualification or approval has been obtained, free of any conditions which are not acceptable to the Board of Directors of the Company. 4. ELIGIBILITY Options and stock appreciation rights will be granted only to persons who are employees of the Company and its subsidiaries (including officers and directors except for persons acting as directors only). The Compensation Committee of the Board of Directors of the Company shall determine in its sole discretion the employees to be granted options, the number of shares subject to each option, the employees to be granted stock appreciation rights and the options with respect to which such stock appreciation rights shall be granted. -123- 5. PRICE The purchase price under each option shall be determined by the Compensation Committee subject to approval by the Board of Directors of the Company, but such price shall not be less than one hundred percent (100%) of the fair market value of the stock at the time such option is granted. 6. THE PERIOD OF THE OPTION AND THE EXERCISE OF THE SAME Each option granted under the Plan shall expire no later than ten (10) years from the date such option is granted, but the Compensation Committee may prescribe a shorter period for any individual option or options. The shares subject to the option may be purchased from time to time during the option period, subject to any waiting period or vesting schedule the Compensation Committee may specify for any individual option or options. In order to exercise the option or any part thereof, the employee shall give notice in writing to the Company of his intention to purchase all or part of the shares subject to the option, and in said notice he shall set forth the number of shares as to which he desires to exercise such option, and shall pay for such shares at the time of exercise of such option. Such payment may be made in cash, through the delivery to the Company of shares of common stock of the Company with a value equal to the total option price, or through a combination of cash and shares, and any shares so delivered shall be valued at their fair market value on the date on which the option is exercised. Such payment may also be made through the delivery to the Company of all or part of the shares of common stock of the Company that are the subject of the option; provided that such option is not an incentive stock option, and such employee instructs Manufacturers Hanover Trust Company ("MHTC") to effect on the date of such exercise or as early as practicable thereafter the sale of such number of such shares "at the market" in a broker's transaction (within the meaning of Section 4(4) of the Securities Act of 1933, as amended), the proceeds of which shall be at least equal to the purchase price of such option, plus the amount of income tax required to be withheld by the Company plus transaction costs. In accordance with these instructions MHTC shall sell such shares, deliver to the Company the portion of the proceeds of such sale which equals the purchase price of such option plus the amount of income tax required to be withheld by the Company and remit the remaining sale proceeds (net of transaction costs) to such employee. Said employee shall set forth in said notice, if in the opinion of Counsel for the Company it is necessary or desirable, that it is his present intention to acquire said shares being purchased for investment and not with a view to, or for sale in connection with, any distribution thereof. Except -124- as specified in Paragraph 10 below, no option may be exercised except by the Optionee personally while he is in the employ of the Company or its subsidiaries and shall have been so employed continuously since the granting of his option. No Optionee or his legal representative, legatees or distributees, as the case may be, shall be or have any of the rights and privileges of a shareholder of the Company by reason of such option unless and until certificates for shares are issued to him under the terms of the Plan. 7. THE PERIOD OF THE STOCK APPRECIATION RIGHT AND THE EXERCISE OF THE SAME A stock appreciation right granted under the Plan shall be exercisable during the period commencing on a date specified by the Compensation Committee and ending on the date on which the related option expires unless such option is earlier canceled or terminated, provided that such right may be exercised by an officer (as that term is defined in the Securities Exchange Act of 1934), a director or a beneficial owner of more than 10% of any class of the Company's equity securities only during any period beginning on the third business day following the release of a quarterly or annual summary statement of the Company's sales and earnings and ending on the twelfth business day following such date (a "ten-day window period"). Notwithstanding the preceding sentence, the Compensation Committee may provide for the grant of a stock appreciation right the exercise of which may occur outside of a ten-day window period but shall be limited to a sixty-day period following certain events specified by the Compensation Committee in the grant of such stock appreciation right. Moreover, notwithstanding the third subparagraph of Paragraph 1 above, the Compensation Committee may provide that such stock appreciation right shall be payable only in cash and that, in addition to payment of the amount otherwise due upon exercise of such stock appreciation right, the holder thereof shall receive (unless such stock appreciation right is in tandem with an incentive stock option, as defined in Section 422A(b) of the Internal Revenue Code of 1986, as amended), an amount equal to the excess of the highest price paid for a share of common stock in the open market or otherwise over the sixty-day period prior to exercise over the fair market value of a share of common stock on the date the stock appreciation right is exercised. In order to exercise the stock appreciation right or any part thereof, the employee shall give notice in writing to the Company of the intention to exercise such right, and in said notice the employee shall set forth the number of shares as to which such employee desires to exercise the stock -125- appreciation right, provided that such right may not be exercised with respect to a number of shares in excess of the number for which such option could then be exercised. Except as specified in Paragraph 10 below, no stock appreciation right may be exercised except by the holder thereof personally while such holder is in the employ of the Company or its subsidiaries and shall have been so employed continuously since the granting of the stock appreciation right. No holder of a stock appreciation right or such holder's legal representatives, legatees or distributees, as the case may be, shall be or have any of the rights and privileges of a shareholder of the Company by reason of such stock appreciation right unless and until certificates for such shares are issued to such holder under the terms of the Plan. 8. NON-TRANSFERABILITY OF OPTION AND STOCK APPRECIATION RIGHT No option or stock appreciation right granted under the Plan to an employee shall be transferred by him otherwise than by Will or by the laws of Descent and Distribution, and such option or stock appreciation right shall be exercisable during his lifetime only by him. 9. TERMINATION OF EMPLOYMENT If an Optionee shall cease to be employed by the Company or one of its subsidiaries, as the case may be, for any reason other than death, disability or retirement pursuant to a retirement plan of the Company or one of its sub- sidiaries, any option and any stock appreciation right theretofore granted to him which has not been exercised shall forthwith cease and terminate. However, the Compensation Committee of the Board of Directors may provide in the grant of any option or stock appreciation right or in an amendment of such grant that in the event of any such termination of employment (except termination for cause by the Company or one of its subsidiaries), any option and any stock appreciation right theretofore granted to him which has not been exercised shall be exercisable only within three months after his termination, but in no event after the expiration of the stated term of said option or any such stock appreciation right. The Company or any of its subsidiaries shall have "cause" to terminate the Optionee's employment only on the basis of the Optionee's having been guilty of fraud, misappropriation, embezzlement or any other act or acts of dishonesty constituting a felony and resulting or intended to result directly or indirectly in a substantial gain or personal enrichment to the Optionee at the expense of the Company or any of its subsidiaries. Notwithstanding the foregoing, the Optionee shall not be deemed to have been terminated for cause unless and until there shall have been delivered to the Optionee a copy of a resolution (i) duly adopted by three-quarters (3/4) of the entire membership of the Compensation Committee -126- of the Board of Directors, or of the Board of directors of the Company, at a meeting called and held for such purpose after reasonable notice to the Optionee and an opportunity for the Optionee, together with the Optionee's counsel, to be heard before such Committee or the Board of Directors of the Company, as the case may be, and (ii) finding that in the good faith opinion of such Committee or the Board of Directors of the Company, as the case may be, the Optionee was guilty of conduct described in the preceding sentence of this paragraph and specifying the particulars of such conduct in detail. 10. RETIREMENT OR DEATH OF OPTIONEE OR HOLDER OF STOCK APPRECIATION RIGHT In the event of the retirement of an Optionee pursuant to a retirement plan of the Company or one of its subsidiaries, as the case may be, the option and any stock appreciation right heretofore granted to him shall be exercisable during such period of time, not to exceed one (1) year after the date of such retirement with respect to incentive stock options, as defined in Section 422A(b) of the Internal Revenue Code of 1986, as amended, and not to exceed three (3) years after the date of such retirement with respect to all other stock options and stock appreciation rights, as the Compensation Committee shall specify in the option grant either at the time of grant or by amendment, but in no event after the expiration of the term of said option or any such stock appreciation right. In the event of the disability or death of an Optionee while in the employ of the Company or one of its subsidiaries, or during the post employment period referred to in the immediately preceding paragraph, the option hereto- fore granted to him shall be exercisable any time prior to the expiration of six (6) months after the date of such disability or death but in no event after the expiration of the term of said option. In the event of the disability or death of the holder of a stock appreciation right while in the employ of the Company or one of its subsidiaries, or during the post employment period referred to in the first paragraph of this Section 10, the stock appreciation right heretofore granted to him shall be exercisable any time prior to six (6) months after the date of such disability or death, but in no event after the expiration of the term of such stock appreciation right. Such option or stock appreciation right may only be exercised by the personal representative of such decedent or by the person or persons to whom such employee's rights under the option or stock appreciation right shall pass by such employee's Will or by the laws of Descent and Distribution of the state of such employee's domicile at the time of death, and then only as and to the extent that such employee was entitled to exercise the option or stock appreciation right on the date of death. -127- 11. WRITTEN AGREEMENT Within a reasonable time after the date of grant of an option, an option and stock appreciation right or a stock appreciation right related to a previously granted option, a written agreement in a form approved by the Compensation Committee shall be duly executed and delivered to the Optionee. 12. ADJUSTMENT BY REASON OF RECAPITALIZATION, STOCK SPLITS STOCK DIVIDENDS, ETC. If, after the effective date of this Plan, there shall be any changes in the common stock structure of the Company by reason of the declaration of stock dividends, recapitalization resulting in stock split-ups, or combina- tions or exchanges of shares by reason of merger, consolidation, or by any other means, then the number of shares available for options and stock appreciation rights, the shares subject to any options and the number of shares available for and subject to stock appreciation rights shall be equitably and appropriately adjusted by the Board of Directors of the Company as in its sole and uncontrolled discretion shall seem just and reasonable in the light of all the circumstances pertaining thereto. 13. RIGHT TO TERMINATE EMPLOYMENT The plan shall not confer upon any employee any right with respect to being continued in the employ of the Company and its subsidiaries or interfere in any way with the right of the Company and its subsidiaries to terminate his employment at any time, nor shall it interfere in any way with the employee's right to terminate his employment. 14. WITHHOLDING AND OTHER TAXES The Company or one of its subsidiaries shall have the right to withhold from salary or otherwise or to cause an Optionee (or the executor or administrator of his estate or his distributee) to make payment of any Federal, State, local or foreign taxes required to be withheld with respect to any exercise of a stock option or a stock appreciation right. An Optionee may irrevocably elect to have the withholding tax obligation or, if the Compensation Committee so determines, any additional tax obligation with respect to any exercise of a stock option satisfied by (a) having the Company or one of its subsidiaries withhold shares otherwise deliverable to the Optionee with respect to the exercise of the stock option, or (b) delivering back to the Company shares received upon the exercise of the stock option or delivering other shares of common stock; that any such election shall be made either (i) during a "ten-day window period", or (ii) at least six months prior to the date income is recognized with respect to the exercise of a stock option. -128- 15. AMENDMENT TO THE PLAN The Board of Directors shall have the right to amend, suspend or terminate the Plan at any time; provided, however, that no such action shall affect or in any way impair the rights of the holder of any option or stock appreciation right theretofore granted under the Plan; and provided further, that unless first duly approved by the common shareholders of the Company entitled to vote thereon at a meeting (which may be the annual meeting) duly called and held for such purpose, no amendment or change shall be made in the Plan (a) increasing the total number of shares which may be purchased or transferred upon exercise of options or stock appreciation rights under the Plan by all employees; (b) changing the minimum purchase price hereinbefore specified for the optioned shares; (c) changing the maximum option period; (d) increasing the amount that may be received upon exercise of a stock appreciation right; or (e) allowing a stock appreciation right to be exercised after the expiration date of the related option. 16. EFFECTIVE DATE OF THE PLAN The Plan shall be effective as of February 24, 1971. 17. SAVINGS CLAUSE Nothing included in this Plan by amendment shall revoke or alter the terms and provisions of the Plan as in effect prior to such amendment with respect to options granted under the Plan prior thereto. EXHIBIT 10 ---------- DIRECTOR'S PENSION PLAN Plan Provisions Effective Date January 1, 1994 Normal Retirement Date The first of the month following attainment of Age 65 Normal Annual Pension 100% of annual retainer fee (currently $26,000 per year) -129- Termination Benefits After vesting an annuity payable for life starting at the later of age 65 or termination from the Board. Death Benefits None Preretirement Spouse's Death Benefits None Postretirement Spouse's Death Benefit None Disability Pension 50% of the Normal Annual Pension payable after 2 years of Credited Service. Increases by 10% per year for years of Credited Service over 5 years until it is 100% of the Normal Annual Pension. Credited Service does not accrue while on Disability. Early Retirement Benefit An unreduced accrued benefit is available upon attainment of age 65 and 5 years of Credited Service. Eligibility All Outside Members of the Board of Directors. An Outside Member is a board member who has never been employed by the Company or an affiliate of the Company. Credited Service One year of Credited Service is granted for each calender year in which a Board member is on the Board for at least four months and attends at least one Board Meeting. -130- Benefit Accrual 10% of the Normal Retirement Benefit for each year of Credited Service. A maximum of 100% after 10 years. Vesting Vesting Service equals Credited Service. Benefits vest after 5 years of Vesting Service. Contributions None Forms of Payment Life Annuity only EXHIBIT 10 ---------- EXECUTIVE OFFICER'S RETIREMENT AGREEMENT July 19, 1993 Robert F. Singleton 8496 Old Cutler Road Coral Gables, FL. 33143 Dear Bob: This letter describes the conditions of your retirement agreement with Knight-Ridder, Inc. 1. Your current job, compensation and benefit arrangements will continue through September 30, 1993. 2. On September 30, 1993 you will retire as an officer and as a member of the Board Of Directors of Knight-Ridder, Inc. -131- 3. Upon retirement, you will be paid for any accrued, but unused vacation time. You will also be paid a prorated bonus for 1993, based on the potential bonus, if any, you would have received had you not retired until the end of 1993. This bonus will be calculated on the basis of projected 1993 KRI performance computed on the basis of nine months actual, plus three months budget. 4. For a one-year period beginning October 1, 1993, you will serve as a consultant to the company, reporting to me, at an annual fee of $50,000. You will be available to Ross Jones the new CFO, and other officers of the company. You will continue to represent Knight-Ridder on the TKR Cable, TCI/TKR LP and Southeast Paper Manufacturing Company Management Committees during the period you serve Knight-Ridder as a consultant. 5. Effective October 1, 1993, you will receive an annual pension of $200,000 in the form of a 66 2/3% joint and survivor annuity (66 2/3% CA Option), comprising the following elements: SENN Plan $ 88,082 BRP Plan 41,105 Special Retirement Agreement 70,813 -------- Total Annual Benefit $200,000 ======== 6 Upon your retirement, you and your dependents will be covered under the Knight-Ridder medical and dental plans for retirees. Because you originally intended to retire under the medical plan for retirees that was effective prior to January 1, 1993, upon your retirement, you will be paid a one-time bonus of $86,806 representing the difference in present value costs to you of continuing coverage for you and your dependents under the new plan versus the old plan. 7. All normal travel and out-of pocket expenses incurred in carrying out your assignments for the company during the period October 1, 1993 through September 30, 1994, will be paid for by the company upon submission of expenses. 8. Outside directorships not in conflict with Knight-Ridder, Inc. will be cleared with me. -132- 9. You may retain your personal computer and have free access to Dialog, Moneycenter and other agreed-upon KRI electronic services until March 20, 1995. Accepted by: Knight-Ridder, Inc. Robert F. Singleton James K. Batten ----------------------- --------------------- Robert F. Singleton James K. Batten Date: July 19, 1993 Date: July 19, 1993
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[Enlarge/Download Table] EXHIBIT 11 ----------- COMPUTATION OF PER SHARE EARNINGS (IN THOUSANDS, EXCEPT PER SHARE DATA) Year Ended ------------------------------------ Dec. 26 Dec. 27 Dec. 29 1993 1992 1991 -------- -------- ------- PRIMARY ------- Average shares outstanding 54,851 54,474 51,293 Net effect of dilutive stock options-based on the Treasury Stock method using the average market price 481 704 504 -------- -------- -------- TOTAL 55,332 55,178 51,797 ======== ======== ======== Income before cumulative effect of changes in accounting principles $148,089 $146,086 $132,068 -133- Cumulative effect of changes in accounting principles Income taxes 25,800 Postretirement benefits other than pensions (131,000) -------- -------- -------- Net Income $148,089 $ 40,886 $132,068 ======== ======== ======== Earnings per common and common equivalent share Income before cumulative effect of changes in accounting principles $ 2.68 $ 2.65 $ 2.55 Cumulative effect of changes in accounting principles (1.91) -------- -------- -------- Net Income $ 2.68 $ 0.74 $ 2.55 ======== ======== ======== FULLY DILUTED ------------- Average shares outstanding 54,851 54,474 51,293 Net effect of dilutive stock options-based on the Treasury Stock method using the higher of quarter-end or average market price 511 806 574 -------- -------- -------- TOTAL 55,362 55,280 51,867 ======== ======== ======== Income before cumulative effect of changes in accounting principles $148,089 $146,086 $132,068 Cumulative effect of changes in accounting principles Income taxes 25,800 Postretirement benefits other than pensions (131,000) -------- -------- -------- Net Income $148,089 $40,886 $132,068 ======== ======== ======== -134- Earnings per common and common equivalent share Income before cumulative effect of changes in accounting principles $ 2.67 $ 2.64 $ 2.55 Cumulative effect of changes in accounting principles (1.90) -------- -------- ------- Net Income $ 2.67 $ 0.74 $ 2.55 ======== ======== =======
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[Enlarge/Download Table] EXHIBIT 12 ----------- COMPUTATION OF EARNINGS TO FIXED CHARGES RATIO FROM CONTINUING OPERATIONS (IN THOUSANDS OF DOLLARS, EXCEPT RATIO DATA) YEAR ENDED ------------------------------------------------------------------ December 26 December 27 December 29 December 30 December 31 1993 1992 1991 1990 1989 ----------- ------------- ------------ ------------ ----------- FIXED CHARGES COMPUTATION --------------------------- INTEREST EXPENSE: NET INTEREST EXPENSE $ 44,992 $ 37,629 $ 46,701 $ 61,672 $ 81,093 PLUS CAPITALIZED INTEREST 120 14,746 22,142 10,131 3,529 ----------- ------------ ----------- ----------- ---------- GROSS INTEREST EXPENSE 45,112 52,375 68,843 71,803 84,622 PROPORTIONATE SHARE OF INTEREST EXPENSE OF 50% OWNED PERSONS 13,608 15,546 15,296 17,599 18,879 -135- INTEREST COMPONENT OF RENT EXPENSE 9,888 9,826 9,698 9,939 9,218 ----------- ------------ ----------- ----------- --------- TOTAL FIXED CHARGES $ 68,608 $ 77,747 $ 93,837 $ 99,341 $ 112,719 =========== ============ =========== =========== ========= EARNINGS COMPUTATION --------------------- PRETAX EARNINGS $ 243,401 $ 239,715 $ 210,370 $ 245,942 $ 294,753 ADD: FIXED CHARGES 68,608 77,747 93,837 99,341 112,719 LESS CAPITALIZED INTEREST (120) (14,746) (22,142) (10,131) (3,529) LESS: DISTRIBUTIONS IN EXCESS OF (LESS THAN) EARNINGS OF INVESTEES (4,226) (1,216) (6,330) (1,000) (641) ----------- ----------- ----------- ----------- ----------- TOTAL EARNINGS AS ADJUSTED $ 307,663 $ 301,500 $ 275,735 $ 334,152 $ 403,302 =========== ========== =========== =========== =========== RATIO OF EARNINGS TO FIXED CHARGES 4.5:1 3.9:1 2.9:1 3.4:1 3.6:1 =========== =========== =========== =========== ========== EXECUTIVE OFFICER'S CONSULTING/RETIREMENT AGREEMENT EXHIBIT 19 ---------- September 20, 1989 Mr. Alvah H. Chapman, Jr. 4255 Lake Road Miami, Florida 33137 Dear Alvah: This letter sets forth our agreement with respect to your services to Knight-Ridder following your retirement as an officer and employee of the Company on October 1st. -136- You have agreed to continue to serve as a Director of the Company and as Chairman of its Executive Committee. I am also pleased that you have agreed to serve as a consultant to the company for the 12 months beginning October 1, 1989 and, thereafter, for such period as you, the Compensation Committee and I may agree. In consideration of your services as Chairman of the Executive Committee and as a consultant, the Company will pay you $150,000 annually. This agree- ment extends from October 1, 1989 through September 30, 1994*. And as customary, you will be compensated as an outside director, including meeting fees for the Board and Board Committees (including the Executive Committee of the Company). We have calculated that you will be entitled to an aggregate annual pension benefit under the Knight-Ridder Retirement and Benefit Restoration Plans of $328,670. In addition, in recognition of your contribution to the Company and your future services to it, the Company has agreed to pay you an additional retirement benefit of $100,000 per year for your life, in equal monthly installments. Although I hope to be able to take full advantage of your broad range of experience and knowledge of the Company, it is understood between us that we will make only reasonable demands upon your time and will seek to schedule our requests for your counsel so as to accommodate your schedule of other activities in retirement. The specific matters on which we will need your help necessarily will change from time to time. I anticipate that you and I will talk at least quarterly about your then current list of consultative duties. At the outset we look forward to your continued participation in (a) our Detroit JOA undertaking and I hope you will be willing to serve on the DNA Management Committee for at least a year following implementation; (b) our ongoing shareholder relations projects (with particular attention to the founding families); and (c) the Miami property development project. I know that there will be a number of other key issues where your counsel will be invaluable. Our consulting relationship will preclude you from accepting consulting assignments and from other companies and from other profit-making activities, provided your other assignments and activities do not constitute a conflict of interest with Knight- Ridder. -137- The Company will reimburse you, in accordance with its usual policies and procedures, for your travel and other out of pocket expenses incurred in connection with your Knight-Ridder consulting activities, your attending ANPA and other industry meetings as long as you are a Knight- Ridder director, and your activities as Chairman of the FIU Foundation, Vice Chairman of The Miami Coalition, and other civic activities which are of benefit to KRI over the next several years. In accordance with our historical practice, we will provide you as a former CEO of the Company with an office and a secretary as long as you want them. I am happy we will continue to work together. If I have accurately summarized our understanding, I'd appreciate your signing and returning the enclosed copy of this letter to me for the Company's files. Sincerely yours, Knight- Ridder, Inc. By: James K. Batten ----------------- J.K. Batten President & CEO Agreed: Alvah H. Chapman Jr. -------------------- Alvah H. Chapman, Jr. (*The initial agreement was for one year and has been renewed annually through September 30, 1994). -138- EXECUTIVE OFFICER'S RETIREMENT AGREEMENT EXHIBIT 19 (John C. Fontaine) ---------- AGREEMENT THIS AGREEMENT made and entered into as of the 1st day of January, 1992, by and between John C. Fontaine (hereinafter referred to as "Mr. Fontaine") and Knight-Ridder, Inc. (hereinafter referred to as "KRI") WITNESSETH THAT: WHEREAS Mr. Fontaine will work approximately nine-tenths (90%) of his time for KRI, commencing January 1, 1992; and, WHEREAS KRI desires to provide Mr. Fontaine with an adequate pension benefit for his services; 1. KRI will pay to Mr. Fontaine an amount, payable in monthly installments, under this Agreement which, together with benefits earned under the Retirement Plan for Employees of Knight-Ridder, Inc. Corporate Division (the "Plan") will equal $135,000 annually if Mr. Fontaine retires at age 62 or $200,000 annually if Mr. Fontaine retires at age 65. These amounts are given on a life-only basis; they may be converted to any of the optional forms of benefit available under the Plan using the same conversion factors which would apply under the Plan. 2. In the event that the employment relationship ends prior to attainment of age 62 by Mr. Fontaine other than (a) by reason of Mr. Fontaine's death or disability or (b) following a change in the control of the company, a pension benefit commencing at age 65 will be payable. The amount of the benefit will be calculated by multiplying $200,000 by the ratio of years and completed months of service since August 1, 1987 to 9 years 3 months. In the event of retirement at or after age 62, a pension determined in the same manner will be payable commencing immediately (except that the benefit payable at age 62 will be $135,000). See Exhibits I and II. Amounts payable under optional payment forms are shown in Exhibit III. 3. In the event Mr. Fontaine's employment terminates by reason of his disability or following a change in the control of the company, he will be 100% vested immediately in the benefits provided under paragraph 2 above for retirement at age 65. In the event of Mr. Fontaine's death while -139- employed by KRI, there shall be paid to his surviving spouse for her life 50% of the amount which would otherwise be payable to him under this paragraph in the event of his disability; no beneficiary other than his surviving spouse shall be entitled to any death benefit under this Agreement. Benefit payments under this paragraph will commence on the first of the month following the occurrence of any of the above-mentioned circumstances. For purposes of this Agreement: (a) a "change in the control of the company" will be deemed to have occurred if the company is a party to a merger in which it is not the surviving entity or pursuant to which the company's common stock is converted into other property or securities; or upon the approval of the liquidation or dissolution of the company; or upon the sale of all or substantially all the company's assets; or upon the acquisition by any person or group of 35% of the company's outstanding stock; or upon a change within any 13- month period in the composition of a majority of the company's Board of Directors; and (b) "disability" shall mean a physical or mental condition which prevents Mr. Fontaine from fully performing the duties of Senior Vice President and General Counsel as agreed to by him and the company for a period of 90 consecutive days. 4. This Agreement does not give Mr. Fontaine the right to be retained in the employ of KRI. Effective January 1, 1992, this Agreement supersedes the agreement between Mr. Fontaine and KRI concerning pension benefits dated October 16, 1989. 5. This Agreement does not give Mr. Fontaine other rights or benefits provided under the Plan except as set forth in paragraphs 1, 2 and 3 above. 6. Neither this Agreement nor any benefits that may be payable under this Agreement are assignable by Mr. Fontaine. None of Mr. Fontaine's rights under this Agreement shall be subject to any encumbrance or to the claims of his creditors. 7. This Agreement shall be governed and construed in accordance with the laws of the State of Florida. -140- 8. Nothing contained in this Agreement shall be deemed to require KRI to make any payment to Mr. Fontaine or to any other person contrary to applicable law. 9. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands to duplicates this 19th day of December, 1991. JOHN C. FONTAINE John C. Fontaine ---------------- KNIGHT-RIDDER, INC. By James K. Batten ------------------ James K. Batten Chairman & CEO
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[Download Table] Exhibit I Illustration of Benefits Payable Upon Termination Accr. Annl Bft. Service Attained Termination Service Date of Payable Duration Age On at Age of First Pmt. Month 4.917 60 8/12 6/30/92 9.25 11/1/96 106,313 5.917 61 8/12 6/30/93 9.25 11/1/96 127,935 Exhibit II -141- Illustration of Benefits Upon Retirement at Age 62 Through 65 Accr. Annl Bft. Service Attained Termination Service Payable Duration Age On at Age of Month 6.25 62 0/12 11/1/93 9.25 135,000 6.917 62 8/12 07/1/94 9.25 149,557 7.917 63 8/12 07/1/95 9.25 171,178 8.917 64 8/12 07/1/96 9.25 192,800 9.25 65 0/12 11/1/96 9.25 200,000
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[Enlarge/Download Table] Exhibit III Illustration of Benefits Available Upon Termination or Retirement at Service Durations 4-9 Service Date of Date of Pensioner: SLA (1) 100% CA(2) 50% CA(2) 10 C&C(3) Duration Retirement 1st Pmt. Spouse: 6.25 10/31/93 11/1/93 135,000 113,130 123,120 125,955 6.917 06/30/94 07/1/94 149,557 124,731 135,947 138,938 7.917 06/30/95 07/1/95 171,178 141,735 155,087 157,655 8.917 06/30/96 07/1/96 192,800 158,482 173,906 176,219 9.25 10/31/96 11/1/96 200,000 164,200 180,400 182,200 Exhibit 22 SUBSIDIARIES OF THE REGISTRANT ---------- State/Country of Incorporation --------------- KNIGHT-RIDDER, INC. Aberdeen News Company Delaware The Beacon Journal Publishing Company Ohio -142- Boca Raton News, Inc. Florida Boulder Publishing, Inc. Colorado The Bradenton Herald, Inc. Florida Circom Corporation Pennsylvania Detroit Free Press, Incorporated Michigan Detroit Newspaper Agency Michigan(partnership) Drinnon, Inc. Georgia Grand Forks Herald, Incorporated Delaware Journal of Commerce, Inc. Delaware Keynoter Publishing Company, Inc. Florida KR Newsprint Company Florida Southeast Paper Manufacturing Co. Georgia (partnership) Knight News Services, Inc. Michigan Knight-Ridder Tribune News Services District of Columbia (partnership) The Knight Publishing Co. Delaware Knight-Ridder Business Information Services, Inc. Delaware Knight-Ridder Financial, Inc. Delaware Commodity News Services (International), Inc. Delaware Knight-Ridder Financial Holding AEA Company, Inc. Delaware Knight-Ridder Financial AEA, Inc. Delaware Knight-Ridder Financial JM, Inc. Delaware Knight-Ridder Financial Japan, Inc. Delaware Knight-Ridder Financial Iberica, S.A. Spain Equinet Pty Ltd. Australia Equinet Information (NZ), Ltd. New Zealand Dialog Information Services, Inc. California Dialog Information Europe, Inc. California D-S Marketing UK, Ltd. United Kingdom D-S Marketing, Inc. Pennsylvania D-S Marketing, SARL France D-S Marketing, GMBH Germany Radio-Suisse Marketing AB Sweden Knight-Ridder Nova AG Switzerland Radio-Suisse Ltd. Switzerland Knight-Ridder Cablevision, Inc. Florida KRC Sub, Inc. Delaware SCI Cable Partners Colorado (partnership) TKR Cable Company Colorado (partnership) -143- Knight-Ridder Investment Company Delaware Seattle Times Company Delaware KR Video, Inc. Delaware Lexington Herald-Leader Co. Kentucky The Macon Telegraph Publishing Company Georgia The Miami Herald Publishing Company - News Publishing Company Indiana Fort Wayne Newspapers, Inc. Indiana Fort Wayne Newspaper Agency Indiana (partnership) Newspapers First Delaware Nittany Printing and Publishing Company Pennsylvania Northwest Publications, Inc. Delaware Duluth News-Tribune - Saint Paul Pioneer Press - The Observer Transportation Company North Carolina Philadelphia Newspapers, Inc. Pennsylvania Portage Graphics Co. Ohio Post-Tribune Publishing, Inc. Indiana PressLink Corporation Delaware The R.W. Page Corporation Georgia Ridder Publications, Inc. Delaware KR Land Holding Corporation Delaware San Jose Mercury News, Inc. California Silicon Valley D.A.T.A., Inc. California The State-Record Holding Company Delaware The State-Record Company, Inc. South Carolina Gulf Publishing Company, Inc. Mississippi Newberry Publishing Company, Inc. South Carolina Sun Publishing Company, Inc. South Carolina Tallahassee Democrat, Inc. Florida Tribune Newsprint Company Utah Ponderay Newsprint Company Washington (partnership) Twin Cities Newspaper Service, Inc. Minnesota Twin Coast Newspapers, Inc. New York Long Beach Press-Telegram - P.T. Sales and Marketing, Inc. California VU/TEXT Information Services, Inc. Florida Wichita Eagle and Beacon Publishing Company, Inc. Kansas -144- Exhibit 24 ---------- CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in Registration Statement No. 33-11021 on Form S-3 dated December 22, 1986, in Registration Statement No. 33-28010 on Form S-3 dated April 7, 1989, in Registration Statement No. 33-31747 on Form S-8 dated October 30, 1989 and in Registration Statement No. 33-69206 on Form S-8 dated May 18, 1993, and in the related Prospectuses of our report dated February 1, 1994, with respect to the consolidated financial statements and schedules of Knight-Ridder, Inc. included in this Annual Report (Form 10-K) for the year ended December 26, 1993. ERNST & YOUNG March 22, 1994 -145- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Gonzalo F. Valdes- Fauli Date: March 22, 1994 ---------------------------- -------------------- Gonzalo F. Valdes-Fauli -146- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Bernard H. Ridder, Jr. Date: March 22, 1994 --------------------------- -------------------- Bernard H. Ridder, Jr. -147- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Barbara Barnes Hauptfuhrer Date: March 22, 1994 ------------------------------- -------------------- Barbara Barnes Hauptfuhrer -148- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Alvah H. Chapman, Jr. Date: March 22, 1994 ------------------------ -------------------- Alvah H. Chapman, Jr. -149- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Peter C. Goldmark, Jr. Date: March 22, 1994 ------------------------- -------------------- Peter C. Goldmark, Jr. -150- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. William S. Lee Date: March 22, 1994 ------------------ -------------------- William S. Lee -151- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. John L. Weinberg Date: March 22, 1994 -------------------- -------------------- John L. Weinberg -152- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Ben R. Morris Date: March 22, 1994 ----------------- -------------------- Ben R. Morris -153- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Eric Ridder Date: March 22, 1994 --------------- -------------------- Eric Ridder -154- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. James K. Batten Date: March 22, 1994 ------------------- -------------------- James K. Batten -155- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Joan Ridder Challinor Date: March 22, 1994 ------------------------- -------------------- Joan Ridder Challinor -156- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Jesse Hill, Jr. Date: March 22, 1993 ------------------- -------------------- Jesse Hill, Jr. -157- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. C. Peter McColough Date: March 22, 1994 ---------------------- -------------------- C. Peter McColough -158- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Thomas L. Phillips Date: March 22, 1994 ----------------------- -------------------- Thomas L. Phillips -159- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. P. Anthony Ridder Date: March 22, 1994 --------------------- -------------------- P. Anthony Ridder -160- Exhibit 25 ---------- POWER OF ATTORNEY The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Tally C. Liu and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Barbara Knight Toomey Date: March 22, 1994 ------------------------- --------------------- Barbara Knight Toomey -161-

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