THE E.W. SCRIPPS COMPANY
Index to Exhibits
Exhibit Exhibit No.
Number Description of Item Page Incorporated
3.01 Certificate of Incorporation of the Company (1) 3.01
3.02 By-laws of the Company (1) 3.02
4.01 Class A Common Stock Certificate (5) 4
4.02 Form of Indenture (2) 4.1
4.03 Form of Debt Securities (2) 4.2
4.04 Form of Guarantee (2) 4.3
10.01 Amended and Restated Joint Operating Agreement, dated January 1, 1979, among
Journal Publishing Company, New Mexico State Tribune Company, and
Albuquerque Publishing Company, as amended (1) 10.01
10.02 Amended and Restated Joint Operating Agreement, dated February 29, 1988, among
Birmingham News Company and Birmingham Post Company (1) 10.02
10.03 Joint Operating Agreement, dated September 23, 1977, between the
Cincinnati Enquirer, Inc., and the Company, as amended (1) 10.03
10.04 Joint Operating Agreement, dated May 24, 1989, between the El Paso Times, Inc.
and the Company, as amended (11) 10.04
10.05 Amended and Restated Joint Operating Agreement, dated October 23, 1986, among
Evansville Press Company, Inc., Hartmann Publications, Inc., and Evansville
Printing Corporation (1) 10.05
10.06 Building Lease, dated April 25, 1984, among Albuquerque Publishing Company,
Number Seven, and Jefferson Building Partnership (1) 10.08A
10.06A Ground Lease, dated April 25, 1984, among Albuquerque Publishing Company,
New Mexico State Tribune Company, Number Seven, and Jefferson Building
Partnership (1) 10.08B
10.07 Agreement, dated August 17, 1989, between United Feature Syndicate, Inc. and
Charles M. Schulz and the Trustees of the Schulz Family Renewal Copyright
Trust, as amended (1) 10.11
10.08 Agreement, dated March 15, 1984, between United Feature Syndicate, Inc., and
Meow, Incorporated, as amended (1) 10.12
10.20 Competitive Advance and Revolving Credit Facility Agreement, dated
September 30, 1988, among the Company, Scripps Howard, Inc., and
Chemical Bank, et.al. (3) 10.15
10.20A Consent and Agreement, dated September 22, 1989, among Scripps Howard, Inc.
and each of the banks party to the Competitive Advance and Revolving Credit
Facility Agreement, dated September 30, 1988 (7) 10.29D
10.20B First Amendment, dated June 30, 1990, to the Competitive Advance and Revolving
Credit Facility Agreement, dated September 30, 1988 (7) 10.29B
10.20C Consent and Second Amendment, dated September 23, 1990, among Scripps Howard, Inc.
and each of the banks party to the Competitive Advance and Revolving Credit
Facility Agreement, dated September 30, 1988 (7) 10.29A
10.20D Consent and Second Amendment, dated September 22, 1991, among
Scripps Howard, Inc. and each of the banks party to the Competitive Advance
and Revolving Credit Facility Agreement dated September 30, 1988 (7) 10.29C
10.20E Third Amendment Agreement dated December 6, 1991, amending the Competitive
Advance and Revolving Credit Facility Agreement dated September 30, 1988 (2) 10.03
10.20F Unconditional Guarantee dated December 6, 1991 by The E. W. Scripps Company
of the indebtedness of Scripps Howard, Inc., under the Competitive Advance and
Revolving Credit Agreement dated September 30, 1988 (2) 10.20
10.21 Master Note Agreement dated June 15, 1990 (7) 10.34
10.22 Short-Term/Medium-Term Note Facility (7) 10.33
10.22A First Amendment Agreement, dated December 9, 1991, amending Credit Agreement,
dated September 21, 1990, between Scripps Howard, Inc., the Lenders named
therei., and the Travelers Insurance Company, as agent for the Lenders (2) 10.09
10.22B Guaranty, dated December 9, 1991, by The E. W. Scripps Company of the indebtedness
of Scripps Howard, Inc. under the Credit Agreement, dated September 21, 1990,
between Scripps Howard, Inc., the Lenders named therein, and the Travelers
Insurance Company, as agent for the Lenders (2) 10.32
10.23 9.0% Senior Notes due February 15, 1996 (Various agreements totaling $50,000,000) (7) 10.32
10.24 Loan Agreement, dated August 15, 1988, between Scripps Howard, Inc. and
Metropolitan Life Insurance Company (3) 10.16
10.24A First Amendment Agreement dated December 1991, amending Loan Agreement dated
August 15, 1988, between Scripps Howard, Inc. and Metropolitan Life Insurance
Company (2) 10.07
10.24B Guarantee dated December 1991, by the E. W. Scripps Company of the indebtedness of
Scripps Howard, Inc., under the Loan Agreement, dated August 15, 1988, between
Scripps Howard, Inc. and Metropolitan Life Insurance Company (2) 10.31
10.25 Scripps Howard, Inc. Guaranteed Medium Term Notes, The E. W. Scripps Company
Guarantor Agency Agreement (10) 1
10.25A Scripps Howard, Inc. Medium Term Note, Series A, Fixed Rate (10) 4.1
10.25B Scripps Howard, Inc. Medium Term Note, Series A, Floating Rate (10) 4.2
10.40 Second Amended and Restated Partnership Agreement for Sacramento Cable
Television, dated January 17, 1985, between Scripps Howard Cable Company
and Sacramento and River City Cablevision, Inc. (1) 10.29
10.41 Asset Purchase Agreement, dated May 30, 1991 between Scripps Howard Broadcasting
Company and Gillett Holdings, Inc. et.al. (6) (C)
10.42 Asset Exchange Agreement dated December 17, 1992 between
Blade Communications, Inc., Monterey Peninsula Herald Company, Scripps
Howard, Inc., and Pittsburgh Press Company (9) (C)
10.43A Asset Purchase Agreement Among Scripps Howard Broadcasting Company,
Ellis Communications, Inc., and Elcom of Memphis, Inc. (12) (C)
10.43B Asset Purchase Agreement Between Scripps Howard Broadcasting Company
and Capitol Broadcasting Company, Incorporated (12) (C)
10.43C Asset Purchase Agreement Among Scripps Howard Broadcasting Company,
Baycom Oregon L.P., and Baycom Partners, L.P. (12) (C)
10.50 Media Pension Plan (As Amended and Restated Effective January 1, 1994), as amended (4) 19.01
10.51 Media Savings and Thrift Plan (As Amended and Restated
Effective January 1, 1995), as amended (4) 19.02
10.52 Description of Annual and Medium Term Bonus Plan (1) 10.34
10.52A Description of Deferred Compensation Plan (1) 10.35A
10.52B Form of Election Agreement for Annual Bonus Plan Deferral (1) 10.35B
10.52C Form of Election Agreement for Medium Term Bonus Plan Deferral (1) 10.35C
10.53 1987 Long-Term Incentive Plan (1) 10.36
10.53A Form of Nonqualified Stock Option Agreement (1) 10.36A
10.53B Form of Restricted Share Award Agreement (1) 10.36B
10.54 Agreement, dated December 24, 1959, between the Company and Charles E. Scripps,
as amended (1) 10.39A
10.54A Assignment, Assumption, and Release Agreement, dated December 31, 1987,
between the Company, Scripps Howard, Inc., and Charles E. Scripps (1) 10.39B
10.54B Amendment, dated June 21, 1988 to December 24, 1959 Agreement between
the Company and Charles E. Scripps (1) 10.39C
10.55 Board Representation Agreement, dated March 14, 1986, between
The Edward W. Scripps Trust and John P. Scripps (1) 10.44
10.56 Shareholder Agreement, dated March 14, 1986, between the Company and the
Shareholders of John P. Scripps Newspapers (1) 10.45
10.57 Scripps Family Trust Agreement dated October 15, 1992 (8) 1
12 Computation of Ratio of Earnings to Fixed Charges E-4
22 Subsidiaries of the Company E-5
24 Consent of Deloitte & Touche E-6
(1) Incorporated by reference to Registration Statement on Form S-1 (File No. 33-21714).
(2) Incorporated by reference to Registration Statement on Form S-3 (File No. 33-43989).
(3) Incorporated by reference to The E.W. Scripps Company Annual Report on Form 10-K for the year ended December 31, 1988.
(4) Incorporated by reference to Scripps Howard Broadcasting Company Annual Report on Form 10-K for the year ended
December 31, 1985.
(5) Incorporated by reference to The E.W. Scripps Company Annual Report on Form 10-K for the year ended December 31, 1990.
(6) Incorporated by reference to Scripps Howard Broadcasting Company Current Report on Form 8-K dated May 30, 1991.
(7) Incorporated by reference to Form 8 Amendment No. 1 to The E.W. Scripps Company Annual Report on Form 10-K for the year
ended December 31, 1990.
(8) Incorporated by reference to The E.W. Scripps Company Current Report on Form 8-K dated October 15, 1992.
(9) Incorporated by reference to The E.W. Scripps Company Current Report on Form 8-K dated December 31, 1992.
(10) Incorporated by reference to The E.W. Scripps Company Current Report on Form 8-K dated May 15, 1992.
(11) Incorporated by reference to The E.W. Scripps Company Annual Report on Form 10-K for the year ended December 31, 1991.
(12) Incorporated by reference to Scripps Howard Broadcasting Company Current Report on Form 8-K dated August 3, 1993.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12
( in thousands )
Years ended December 31,
1993 1992 1991
EARNINGS AS DEFINED:
Earnings from operations before income taxes after eliminating
undistributed earnings of 20%- to 50%-owned affiliates $ 255,406 $ 210,349 $ 136,717
Fixed charges excluding capitalized interest and preferred stock
dividends of majority-owned subsidiary companies 32,598 39,957 44,030
Earnings as defined $ 288,004 $ 250,306 $ 180,747
FIXED CHARGES AS DEFINED:
Interest expense, including amortization of debt issue costs $ 27,286 $ 34,247 $ 38,727
Interest capitalized 66 4,458 2,528
Portion of rental expense representative of the interest factor 4,650 5,272 4,869
Preferred stock dividends of majority-owned subsidiary companies 82 119 89
Share of interest expense related to guaranteed debt
50%-owned affiliated company 662 438 434
Fixed charges as defined $ 32,746 $ 44,534 $ 46,647
RATIO OF EARNINGS TO FIXED CHARGES 8.80 5.62 3.87