S&P Global Inc. — Annual Report 2003

Feb 27, 2004

10-K 1 y94410e10vk.htm THE MCGRAW-HILL COMPANIES, INC. THE MCGRAW-HILL COMPANIES, INC. PAGEBREAK

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-1023

THE MCGRAW-HILL COMPANIES, INC.

(Exact name of registrant as specified in its charter)

New York	13-1026995
State or other jurisdiction of	(I.R.S. Employer
incorporation or organization	(Identification No.)

| 1221 AVENUE OF THE
AMERICAS, NEW YORK, N.Y. | 10020 |
| --- | --- |
| (Address of principal executive offices) | (Zip Code) |

Registrant’s telephone number, including area code (212) 512-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
	New York Stock Exchange
Common Stock - $1 par value	Pacific Stock Exchange

Securities registered pursuant to section 12(g) of the Act:

NONE

(Title of class)

(Title of class)

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. x Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12-b-2 of the act). x Yes o No

The aggregate market value of voting stock held by non-affiliates of the Registrant as of the last business day of the second fiscal quarter ended June 30, 2003, was $11,853,004,000, based on the closing price of the common stock as reported on the New York Stock Exchange of $62.00 per common share. For purposes of this calculation, it is assumed that directors, executive officers and beneficial owners of more than 10% of the registrant outstanding stock are affiliates.

The number of shares of common stock of the registrant outstanding as of February 12, 2004 was 191,394,741 shares.

Part I, Part II and Part III incorporate information by reference from the Annual Report to Shareholders for the year ended December 31, 2003. Part III incorporates information by reference from the definitive proxy statement mailed to shareholders March 22, 2004 for the annual meeting of shareholders to be held on April 28, 2004.

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TOC

TABLE OF CONTENTS

PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Executive Officers of Registrant
PART II
Item 5. Market for the Registrant’s Common Stock and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7a. Quantitative and Qualitative Disclosure about Market Risk
Item 8. Consolidated Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9a. Controls and Procedures
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
DIRECTOR DEFERRED COMPENSATION PLAN
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
2003 ANNUAL REPORT TO SHAREHOLDERS
SUBSIDIARIES
CONSENT OF ERNST & YOUNG LLP
ANNUAL CERTIFICATION OF THE CEO
ANNUAL CERTIFICATION OF THE CFO
ANNUAL CERTIFICATION OF THE CEO AND CFO

/TOC

Table of Contents

TABLE OF CONTENTS

Item
	PART I
1.	Business	1
2.	Properties	3
3.	Legal Proceedings	5
4.	Submission of Matters to a Vote of Security Holders	5
	Executive Officers of the Registrant	6
	PART II
5.	Market for the Registrant’s Common Stock and Related
Stockholder Matters	7
6.	Selected Financial Data	7
7.	Management’s Discussion and Analysis of Financial
Condition and Results of Operations	7
7a.	Quantitative and Qualitative Disclosure about Market Risk	7
8.	Consolidated Financial Statements and Supplementary Data	7
9.	Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure	7
9a.	Controls and Procedures	7
	PART III
10.	Directors and Executive Officers of the Registrant	8
11.	Executive Compensation	8
12.	Security Ownership of Certain Beneficial Owners
and Management	8
13.	Certain Relationships and Related Transactions	10
14.	Principal Accounting Fees and Services	10
	PART IV
15.	Exhibits, Financial Statement Schedules, and
Reports on Form 8-K	10
	Index to Financial Statements and Financial Statement
Schedules	11
	Supplementary Schedule	12
	Signature	13
	Exhibits Index	16
	The McGraw-Hill Companies, Inc. Director Deferred
Compensation Plan	19
	Computation of Ratio of Earnings to Fixed Charges	36
	Subsidiaries of Registrant	37
	Consent of Ernst & Young LLP-Independent Auditors	39
	Annual Certification of the Chief Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002	40
	Annual Certification of the Chief Financial Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002	42
	Annual Certification of the Chief Executive Officer and
the Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002	44

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link1 "PART I"

PART I link2 " Item 1. Business"

| Item 1. |
| --- |
| The Registrant, incorporated in December 1925, is a leading
global information services provider serving the financial
services, education and business information markets with
information products and services. Other markets include
energy, construction, aerospace and defense, and medical and
health. It serves its customers through a broad range of
distribution channels, including printed books, magazines
and newsletters, online via Internet websites and digital
platforms, through wireless and traditional on-air
broadcasting, and through a variety of conferences and trade
shows. |
| The Registrant’s 16,068 employees are located worldwide.
They perform the vital functions of analyzing the nature of
changing demands for information and of channeling the
resources necessary to fill those demands. By virtue of the
numerous copyrights and licensing, trade, and other
agreements, which are essential to such a business, the
Registrant is able to collect, compile, and disseminate this
information. Most book manufacturing and magazine printing
is handled through a number of independent contractors. The
Registrant’s principal raw material is paper, and the
Registrant has assured sources of supply, at competitive
prices, adequate for its business needs. |
| Descriptions of the Company’s principal products, broad
services and markets, and significant achievements are
hereby incorporated by reference from Exhibit (13), pages 3
through 24, containing textual material of the Registrant’s
2003 Annual Report to Shareholders. |
| The Registrant has an investor kit available online and in
print that includes the current Annual Report, Proxy
Statement, 10-Q, 10-K, current earnings release and
Dividend Reinvestment and Direct Stock Purchase Program as
well as prior years. For online access go to
www.mcgraw-hill.com/investor_relations and click on Digital
Investor Kit. Requests for printed copies can be e-mailed
to investor_relations@mcgraw-hill.com or mailed to Investor
Relations, The McGraw-Hill Companies, Inc., 1221 Avenue of
the Americas, New York, NY 10020-1095. You can call
Investor Relations toll free at 866-436-8502. |
| The Registrant has adopted a Code of Ethics for the
Company’s Chief Executive Officer and Senior Financial
Officers that applies to its chief executive officer, chief
financial officer, and chief accounting officer. To access,
go to the Corporate Governance section of the Company’s
Investor Relations website at
www.mcgraw-hill.com/investor_relations. Any waivers that
may in the future be granted from such Code will be posted
at such website address. In addition to its Code of Ethics
for Executive Officer and Senior Financial Officers noted
above, the following topics may be found on the
Registrant’s website [at the above website address]: |

•	Code of Business Ethics for all employees;
•	Corporate Governance Guidelines;
•	Audit Committee Charter;
•	Compensation Committee Charter;
•	Nominating and Corporate Governance Committee Charter.

The foregoing documents are also available in print to any shareholder who requests them. Requests for printed copies may be e-mailed to corporate_secretary@mcgraw-hill.com or mailed to the Corporate Secretary, The McGraw-Hill Companies, Inc., 1221 Avenue of the Americas, New York, NY 10020-1095.

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| You may also read and copy materials that the Company has
filed with the Securities and Exchange Commission (SEC) at
the SEC’s public reference room located at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549. Please call the
Commission at 1-800-SEC-0330 for further information on the
public reference room. In addition, the Company’s filings
with the Commission are available to the public on the
Commission’s web site at www.sec.gov. In addition, several
years of SEC filings are also available at the Company’s
Investor Relation website. Go to
www.mcgraw-hill.com/investor_relations and click on the SEC
Filings link. |
| --- |
| Information as to Operating Segments |
| The relative contribution of the operating segments of the Registrant
and its subsidiaries to operating revenue, operating profit, long-lived
assets and geographic information for the three years ended December 31,
2003 at the end of each year, are included in Exhibit (13), on pages 66
and 67 in the Registrant’s 2003 Annual Report to Shareholders and is
hereby incorporated by reference. |

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link2 " Item 2. Properties"

| Item 2. |
| --- |
| The Registrant leases office facilities at 331 locations:
233 are in the United States. In addition, the Registrant
owns real property at 14 locations: 10 are in the United
States. The principal facilities of the Registrant are as
follows: |

	Owned — or	Square — Feet
Locations	Leased	(thousands)	Business Unit
Domestic
New York, NY	leased	444	Various Units: 1221 Avenue of the Americas
New York, NY	leased	946	Standard & Poor’s 55 Water Street
New York, NY	leased	518	Various Units: 2 Penn Plaza Some space subleased to non-MH tenants
Hightstown, NJ	owned
Office & Data Center		424	Various Units
Warehouse		407	Vacant
Blacklick, OH	owned
Book Distr. Ctr		558	Various Units
Office		73
Desoto, TX – 220
Book Dist. Ctr	leased	382	Distribution
Dallas, TX Assembly Plant	leased	418	Distribution
Dubuque, IA	owned
Office		107	Various Units
Warehouse		274	Some space subleased to non-MH tenants
Grove City, OH Warehouse	leased	305	Distribution
Columbus, OH	owned	170	School Division of McGraw-Hill Education
Monterey, CA	owned	215	CTB Division of McGraw-Hill Education
Englewood, CO	owned	133	Financial Services
Lexington, MA	leased	132	Various units Some space subleased to non-MH tenants
Burr Ridge, IL	leased	130	Various units Some space subleased to non-MH tenants
Denver, CO	owned	88	Broadcasting
Indianapolis, IN	owned	54	Broadcasting

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	Owned — or	Square — Feet
Locations	Leased	(thousands)	Business Unit
Indianapolis, IN	leased	127	CTB Division of
McGraw-Hill Education
Washington, DC	leased	73	Various units
Chicago, IL	leased	152	Various units
Mather, CA	leased	56	CTB Division of
McGraw-Hill Education
Foreign
Whitby, Canada	owned
Office		80	McGraw-Hill Ryerson, Ltd./
Book Distribution Ctr		80	Non-McGraw-Hill tenant
Maidenhead, Eng	leased	85	McGraw-Hill International
(U.K.) Ltd.
Jurong, Sing	leased	30	Various Operating Units
Office		91	Various Publishing Units
Canary Wharf, London	leased	266	Standard & Poor’s,
BusinessWeek, Platts

| In July 2002, a new lease for 1221 Avenue of the Americas
commenced. The Registrant no longer has any non-McGraw-Hill
subtenants at this location. |
| --- |
| In June 2002, a new lease commenced for 7500 Chavenelle
Drive, Dubuque, IA for 330,988 square feet. Most of
Registrant’s staff at the owned location in Dubuque
relocated to this new location. The majority of the former
location (2460 Kerper Blvd) is subleased to Quebecor World
at a current square footage of 281,668. |
| Effective March 2003, CB Richard Ellis took over the
management of 42 U.S. facilities. CB Richard Ellis partnered
with IKON (mail, reprographics) and EMCOR (facilities
maintenance) to fulfill the agreement. |
| In February 2001, a new lease was commenced for 20 Canada
Square, Canary Wharf, London for 266,000 square feet. The
facility, which will be occupied in 2004, will house
employees of the Company’s financial services and business
information operations, including Standard and Poor’s, which
will consolidate its London operations previously housed in
six separate facilities, as well as BusinessWeek and Platts. |

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link2 " Item 3. Legal Proceedings"

| Item 3. |
| --- |
| While the Registrant and its subsidiaries are defendants in
numerous legal proceedings in the United States and abroad,
neither the Registrant nor its subsidiaries are a party to, or
any of their properties subject to, any known material pending
legal proceedings which the Registrant believes will result in
a material adverse effect on its financial statements or
business operations. |

link2 " Item 4. Submission of Matters to a Vote of Security Holders"

| Item 4. |
| --- |
| No matters were submitted to a vote of Registrant’s security
holders during the last quarter of the period covered by this
Report. |

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link3 "Executive Officers of Registrant"

Executive Officers of Registrant

Name		Position
Harold McGraw III	55	Chairman of the Board,
President and Chief Executive Officer
Robert J. Bahash	58	Executive Vice President and
Chief Financial Officer
David L. Murphy	58	Executive Vice President, Human Resources
Deven Sharma	48	Executive Vice President, Global Strategy
Kenneth M. Vittor	54	Executive Vice President and General Counsel
Glenn S. Goldberg	45	Senior Vice President, Corporate Affairs
and Assistant to the Chairman,
President and Chief Executive Officer
Talia M. Griep	41	Corporate Controller
and Senior Vice President,
Global Business Services

| All of the above executive officers of the Registrant have been full-time
employees of the Registrant for more than five years except for Deven
Sharma and David Murphy. |
| --- |
| Mr. Sharma, prior to becoming an officer of the Registrant on January 15,
2002 was a partner at Booz Allen & Hamilton. During his fourteen years
with that firm, he led its U.S. Marketing Board and Customer Manager
Initiatives. |
| Mr. Murphy, prior to becoming an officer of the Registrant on July 22,
2002, spent most of his professional career with the Ford Motor Company
where, most recently, he was Vice President, Human Resources. |

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link1 "PART II"

PART II link2 "Item 5. Market for the Registrant’s Common Stock and Related Stockholder Matters"

| Item 5. |
| --- |
| On February 12, 2004, the closing price of McGraw-Hill’s common stock was
$76.63 per share as reported on the New York Stock Exchange. The approximate
number of record holders of the Company’s common stock as of February 12, 2004
was 5,089. |

	2003
Dividends per share of common stock:
$.270 per quarter in 2003	$ 1.08
$.255 per quarter in 2002	$ 1.02

Information concerning other matters is incorporated herein by reference from Exhibit (13), from page 81 of the 2003 Annual Report to Shareholders.

link2 "Item 6. Selected Financial Data"

Item 6.
Incorporated herein by reference from Exhibit (13), from the 2003
Annual Report to Shareholders, page 82 and page 84.

link2 "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations"

Item 7.
Incorporated herein by reference from Exhibit (13), from the 2003
Annual Report to Shareholders, pages 27 to 54.

link2 "Item 7a. Quantitative and Qualitative Disclosure about Market Risk"

Item 7a.
Incorporated herein by reference from Exhibit (13), from the
2003 Annual Report to Shareholders, pages 53 to 54.

link2 "Item 8. Consolidated Financial Statements and Supplementary Data"

Item 8.
Incorporated herein by reference from Exhibit (13), from the
2003 Annual Report to Shareholders, pages 55 to 78 and page 81.

link2 " Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure"

Item 9.
None

link2 " Item 9a. Controls and Procedures"

| Item 9a. |
| --- |
| The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed
in the Company’s reports filed with the Securities and Exchange
Commission is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms,
and that such information is accumulated and communicated to the
Company’s management, including its CEO and CFO, as appropriate,
to allow timely decisions regarding required disclosure. |

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As of December 31, 2003, an evaluation was performed under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2003. There have been no changes in the Company’s internal controls over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

link1 "PART III"

PART III link2 "Item 10. Directors and Executive Officers of the Registrant"

| Item 10. |
| --- |
| Information concerning directors is incorporated herein by
reference from the Registrant’s definitive proxy statement dated
March 22, 2004 for the annual meeting of shareholders to be held
on April 28, 2004. |

link2 "Item 11. Executive Compensation"

| Item 11. |
| --- |
| Incorporated herein by reference from the Registrant’s
definitive proxy statement dated March 22, 2004 for the annual
meeting of shareholders to be held on April 28, 2004. |

link2 "Item 12. Security Ownership of Certain Beneficial Owners and Management"

| Item 12. |
| --- |
| Incorporated herein by reference from the Registrant’s
definitive proxy statement dated March 22, 2004 for the annual
meeting of shareholders to be held April 28, 2004. |

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The following table details the Registrant’s equity compensation plans approved by its security holders:

2004 Equity Compensation Plan Information

	(a)	(b)	(c)
			Number of securities
	Number of		remaining available
	securities to be		for future issuance
	issued upon	Weighted-average	under equity
	exercise of	exercise price of	compensation plans
	outstanding	outstanding	(excluding securities
	options, warrants	options, warrants	reflected
Plan Category	and rights	and rights	in column (a))
Equity
compensation plans approved by security holders	20,009,776	$ 56.3183	5,807,491
Equity
compensation plans not approved by security holders	0	0	0
Total	20,009,776	$ 56.3183	5,807,491	(1)(2)

| (1) | Included in this amount are 296,840 shares reserved for issuance
under the Director Deferred Stock Ownership Plan. The remaining
5,510,651 shares are reserved for issuance under the 2002 Stock
Incentive Plan for Performance Stock, Restricted Stock, Other
Stock-Based Awards, Stock Options and Stock Appreciation Rights. |
| --- | --- |
| (2) | The shares reserved under the 2002 Stock Incentive Plan were
calculated as 4.9% of the number of issued and outstanding shares as
of the shareholder record date for the Annual Meeting of Shareholders
held on April 24, 2002. |

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link2 "Item 13. Certain Relationships and Related Transactions"

| Item 13. |
| --- |
| Incorporated herein by reference from the Registrant’s
definitive proxy statement dated March 22, 2004 for the annual
meeting of shareholders to be held April 28, 2004. |

link2 "Item 14. Principal Accounting Fees and Services"

| Item 14. |
| --- |
| During the year ended December 31, 2003, Ernst & Young LLP
audited the consolidated financial statements of the
Corporation and its subsidiaries. |
| Audit Fees and All Other Fees |
| Incorporated herein by reference from the Registrant’s
definitive proxy statement dated March 22, 2004 for the annual
meeting of shareholders to be held April 28, 2004. |

link1 "PART IV"

PART IV link2 "Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K"

ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)	Financial Statements
	The Index to Financial Statements and Financial Statement
Schedule on Page 11 is incorporated herein by reference as the
list of financial statements required as part of this report.
2.	Financial Statement Schedules
	The Index to Financial Statements and Financial Statement
Schedule on Page 11 is incorporated herein by reference as the
list of financial statements required as part of this report.
3.	Exhibits
	The exhibits filed as part of this annual report on Form 10-K
are listed in the Exhibit Index on pages 16-18, immediately
preceding such Exhibits, and such Exhibit Index is incorporated
herein by reference.
(b)	Reports on Form 8-K
	A report on Form 8-K was filed by the Registrant on and dated
October 23, 2003 with respect to item 9 (and furnished pursuant
to item 12) of said report.

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The McGraw-Hill Companies Index to Financial Statements And Financial Statement Schedules

	Annual Report
Form	to Share-
10-K	holders (page)
Data incorporated by reference from
Annual Report to Shareholders:
Report of Independent Auditors	80
Consolidated balance sheet at
December 31, 2003 and 2002	56-57
Consolidated statement of income
for each of the three years in
the period ended December 31, 2003	55
Consolidated statement of cash flows
for each of the three years in the
period ended December 31, 2003	58
Consolidated statement of shareholders’
equity for each of the three years in
the period ended December 31, 2003	59
Notes to consolidated financial
statements	60-78
Quarterly financial information	81
Financial Statement Schedule:
Consolidated schedule for each of the three
years in the period ended December 31, 2003
II - Reserves for doubtful accounts
and sales returns	12
Consent of Independent Auditors	39

All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.

The financial statements listed in the above index which are included in the Annual Report to Shareholders for the year ended December 31, 2003 are hereby incorporated by reference in Exhibit (13). With the exception of the pages listed in the above index, the 2003 Annual Report to Shareholders is not to be deemed filed as part of Item 15 (a)(1).

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THE McGRAW-HILL COMPANIES, INC.

SCHEDULE II - RESERVES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS

(Thousands of dollars)

	Balance at — beginning	Additions — charged				Balance — at end
	of year	to income	Deductions	Other		of year
			(A)	(B)
Year ended 12/31/03
Allowance for doubtful
accounts	$ 105,532	$ 29,840	$ 31,376	$		$ 103,996
Allowance for returns	135,529	299				135,828
	$ 241,061	$ 30,139	$ 31,376	$		$ 239,824
Year ended 12/31/02
Allowance for doubtful
accounts	$ 147,855	$ 33,024	$ 47,047	$ (28,300	)	$ 105,532
Allowance for returns	129,034	6,495				135,529
	$ 276,889	$ 39,519	$ 47,047	$ (28,300	)	$ 241,061
Year ended 12/31/01
Allowance for doubtful
accounts	$ 137,741	$ 55,254	$ 45,140	$		$ 147,855
Allowance for returns	118,522	10,512				129,034
	$ 256,263	$ 65,766	$ 45,140	$		$ 276,889

(A)	Accounts written off, less recoveries.
(B)	Relates to writing off previously established reserves against
current assets for the final closedown of the former Continuing
Education Center, resulting in no cash or income statement impact.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

The McGraw-Hill Companies, Inc.
Registrant

By:
Kenneth M. Vittor Executive Vice President and General Counsel February 27, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on February 27, 2004 on behalf of Registrant by the following persons who signed in the capacities as set forth below under their respective names. Registrant’s board of directors is comprised of eleven members and the signatures set forth below of individual board members, constitute at least a majority of such board.

/s/ Harold McGraw III
Harold McGraw III Chairman, President and Chief Executive Officer
/s/ Robert J. Bahash
Robert J. Bahash Executive Vice President and Chief Financial Officer

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/s/ Talia M. Griep
Talia M. Griep
Corporate Controller
and Senior Vice President,
Global Business Services
/s/ Pedro Aspe
Pedro Aspe
Director
/s/ Sir Winfried F.W.
Bischoff
Sir Winfried F.W. Bischoff
Director
/s/ Douglas N. Daft
Douglas N. Daft
Director
/s/ Vartan Gregorian
Vartan Gregorian
Director
/s/ Linda Koch Lorimer
Linda Koch Lorimer
Director
/s/ Robert P. McGraw
Robert P. McGraw
Director

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/s/ James H. Ross
James H. Ross
Director
/s/ Edward B. Rust, Jr.
Edward B. Rust, Jr.
Director
/s/ Kurt L. Schmoke
Kurt L. Schmoke
Director
/s/ Sidney Taurel
Sidney Taurel
Director

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Exhibit Number Exhibit Index

| (2) | Stock Purchase Agreement, dated as of June 22, 2000, among Tribune
Company and Registrant, incorporated by reference from the Registrant’s
Form 8-K dated June 30, 2000. |
| --- | --- |
| (3) | Articles of Incorporation of Registrant incorporated by reference
from Registrant’s Form 10-K for the year ended December 31, 1995 and
Form 10-Q for the quarter ended June 30, 1998. |
| (3) | By-laws of Registrant incorporated by reference from Registrant’s
Form 10-Q for the quarter ended March 31, 2000. |
| (10) | Indenture dated as of June 15, 1990 between the Registrant, as
issuer, and the Bank of New York, as trustee, incorporated by reference
from Registrant’s Form SE filed August 3, 1990 in connection with
Registrant’s Form 10-Q for the quarter ended June 30, 1990. |
| (10) | Instrument defining the rights of security holders, certificate
setting forth the terms of the Registrant’s Medium-Term Notes, Series
A, incorporated by reference from Registrant’s Form SE filed November
15, 1990 in connection with Registrant’s Form 10-Q for the quarter
ended September 30, 1990. |
| (10) | Rights Agreement dated as of July 29, 1998 between Registrant and
Mellon Investor Services, incorporated by reference from Registrant’s
Form 8A filed August 3, 1998. |
| (10) * | Restricted Performance Share Award dated January 2, 1997,
incorporated by reference from Registrant’s Form 10-K for the year
ended December 31, 1996. |
| (10) | Indemnification Agreements between Registrant and each of its
directors and certain of its executive officers relating to said
directors’ and executive officers’ services to the Registrant,
incorporated by reference from Registrant’s Form SE filed March 27,
1987 in connection with Registrant’s Form 10-K for the year ended
December 31, 1986. |
| (10) * | Registrant’s 1983 Stock Option Plan for Officers and Key
Employees, incorporated by reference from Registrant’s Form SE filed
March 29, 1990 in connection with Registrant’s Form 10-K for the year
ended December 31, 1989. |
| (10) * | Registrant’s 1987 Key Employee Stock Incentive Plan, incorporated
by reference from Registrant’s Form 10-K for the year ended December
31, 1993. |
| (10) * | Registrant’s Amended and Restated 1993 Employee Stock Incentive
Plan, incorporated by reference from Registrant’s Proxy Statement dated
March 23, 2000. |
| (10) * | Registrant’s 2002 Stock Incentive Plan, incorporated by reference
from Registrant’s Form 10-Q for the quarter ended June 30, 2002. |
| (10) * | Registrant’s Amended and Restated 1996 Key Executive Short Term
Incentive Compensation Plan, incorporated by reference from
Registrant’s Proxy Statement dated March 23, 2000. |
| (10) * | Registrant’s Key Executive Short-Term Incentive Deferred
Compensation Plan incorporated by reference from Registrant’s Form 10-K
for the year ended December 31, 2002. |
| (10) * | Registrant’s Executive Deferred Compensation Plan, incorporated by
reference from Registrant’s Form SE filed March 28, 1991 in connection
with Registrant’s Form 10-K for the year ended December 31, 1990. |
| (10) * | Registrant’s Senior Executive Severance Plan incorporated by
reference from Registrant’s Form 10-K for the year ended December 31,
2002. |

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Exhibit Number Exhibit Index

| (10) | 364-Day Credit Agreement dated as of July 22, 2003 among the
Registrant, the lenders listed therein, and JP Morgan Chase Bank, as
administrative agent, incorporated by reference from the Registrant’s
Form 8-K dated July 24, 2003. |
| --- | --- |
| (10) | Five-Year Credit Agreement dated as of August 15, 2000 among the
Registrant, the lenders listed therein, and The Chase Manhattan Bank,
as an administrative agent, incorporated by reference from the
Registrant’s Form 8-K dated August 21, 2000. |
| (10) * | Registrant’s Employee Retirement Account Plan Supplement,
incorporated by reference from Registrant’s Form SE filed March 28,
1991 in connection with Registrant’s Form 10-K for the year ended
December 31, 1990. |
| (10) * | Registrant’s Employee Retirement Plan Supplement, incorporated by
reference from Registrant’s Form SE filed March 28, 1991 in connection
with Registrant’s Form 10-K for the year ended December 31, 1990. |
| (10) * | Registrant’s Savings Incentive Plan Supplement, incorporated by
reference from Registrant’s Form SE filed March 28, 1991 in connection
with Registrant’s Form 10-K for the year ended December 31, 1990. |
| (10) * | Registrant’s Senior Executive Supplemental Death, Disability &
Retirement Benefits Plan, incorporated by reference from Registrant’s
Form SE filed March 26, 1992 in connection with Registrant’s Form 10-K
for the year ended December 31, 1991. |
| (10) * | Registrant’s 1993 Stock Payment Plan for Directors, incorporated
by reference from Registrant’s Proxy Statement dated March 21, 1993. |
| (10) * | Resolutions Terminating Registrant’s 1993 Stock Payment Plan for
Directors, as adopted on January 31, 1996, incorporated by reference
from Registrant’s Form 10-K for the year ended December 31, 1996. |
| (10) * | Resolutions amending certain of Registrant’s equity and
compensation plans, as adopted on February 23, 2000, with respect to
definitions of “Cause” and “Change of Control” contained therein,
incorporated by reference from Registrant’s Form 10-K for the year
ended December 31, 2000. |
| (10) * | Registrant’s Director Retirement Plan, incorporated by reference
from Registrant’s Form SE filed March 29, 1990 in connection with
Registrant’s Form 10-K for the year ended December 31, 1989. |
| (10) * | Resolutions Freezing Existing Benefits and Terminating Additional
Benefits under Registrant’s Directors Retirement Plan, as adopted on
January 31, 1996, incorporated by reference from Registrant’s Form 10-K
for the year ended December 31, 1996. |
| (10) * | Registrant’s Director Deferred Compensation Plan. |
| (10) * | Director Deferred Stock Ownership Plan, incorporated by reference
from Registrant’s Proxy Statement dated March 21, 1996. |
| (12) | Computation of ratio of earnings to fixed charges. |
| (13) | Registrant’s 2003 Annual Report to Shareholders. Such Report,
except for those portions thereof which are expressly incorporated by
reference in this Form 10-K, is furnished for the information of the
Commission and is not deemed “filed” as part of this Form 10-K. |
| (21) | Subsidiaries of the Registrant. |
| (23) | Consent of Ernst & Young LLP, Independent Auditors. |
| (31.1) | Annual Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. |

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Exhibit Number Exhibit Index

| (31.2) | Annual Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
| --- | --- |
| (32) | Annual Certification of the Chief Executive Officer and the Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |

• These exhibits relate to management contracts or compensatory plan arrangements.

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