Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 76

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               GAIN ON SALE AND DISCONTINUED EARNINGS REPORTING                       
               * * *  By divesting MMB, we are completely exiting the                 
               legal and health sciences publishing business, and are                 
               required to separately report MMB earnings as                          
               discontinued operations.  Similarly, the gain on sale                  
               appears in the discontinued line.                                      
                         *    *    *    *    *    *    *                              
               * * *  We will receive over $2.0 billion in cash from                  
               the sale.  * * *                                                       
                         *    *    *    *    *    *    *                              
               BALANCE SHEET REVIEW                                                   
               After the magnitude of the gain on the MMB sale became                 
               apparent, we decided to use this opportunity to conduct                
               a thorough examination of our balance sheet, operations                
               and investments to see what actions we could take to                   
               benefit the businesses in future years.                                
                         *    *    *    *    *    *    *                              
                                 CAPITALIZATION AND                                   
                                 INVESTMENT STRATEGY                                  
               Introduction                                                           
               The disposition of Mosby Matthew Bender (MMB) will                     
               produce an unprecedented level of investible [sic]                     
               capital for Times Mirror.  Net proceeds of                             
               approximately $2.0 billion will be deposited into our                  
               accounts requiring immediate rigorous management.                      
               The net proceeds of the MMB disposition, in conjunction                
               with our annual operating cash flow will provide the                   
               company with enormous investment capacity over the next                
               few years.  If we can successfully deploy this                         
               investment capacity in assets that meet our return                     
               criteria, our total 5 year investment capacity would be                
               as much as $5 billion.  Investment at this level would                 
               still enable us to retain our current solid credit                     
               ratings and associated financial flexibility.                          
               Our first responsibility upon receipt of the                           
               disposition proceeds is to establish a short term                      





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