- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHNGTON, D.C. 20549
FORM 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission file number 1-8572
TRIBUNE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-1880355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
435 North Michigan Avenue, Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 222-9100
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- -----------------------
Common Stock (without par value) New York Stock Exchange
Preferred Share Purchase Rights Chicago Stock Exchange
Pacific Stock Exchange
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
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
amendment to this Form 10-K. [ ]
Aggregate market value of the Company's voting stock held by non-affiliates
on June 12, 1996, based upon the closing price of the Company's Common Stock as
reported on the New York Stock Exchange Composite Transactions list for such
date: approximately $4,043,000,000.
At June 12, 1996 there were 61,146,100 shares of the Company's Common Stock
outstanding.
The following documents are incorporated by reference, in part:
1995 Annual Report to Stockholders (Parts I and II, to the extent
described therein).
Definitive Proxy Statement for the May 7, 1996 Annual Meeting of
Stockholders (Part III, to the extent described therin).
- --------------------------------------------------------------------------------
<PAGE>
SIGNATURE
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
1995 as set forth in the pages attached hereto:
(a) Exhibit 99, Form 11-K financial statements relating to the
Tribune Company Savings Incentive Plan, is filed herewith.
(b) Exhibit 23.1, Consent of Independent Accountants, is filed
herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRIBUNE COMPANY
(Registrant)
Date: June 25, 1996 /s/ R. Mark Mallory
-------------------
R. Mark Mallory
Vice President and Controller
(on behalf of the Registrant and as
chief accounting officer)
<PAGE>
EXHIBIT 99
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1995 AND DECEMBER 31, 1994
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page
Report of Independent Accountants 2
Financial Statements:
Statements of net assets available for benefits
at December 31, 1995 and 1994 3
Statements of changes in net assets available for benefits
for the years ended December 31, 1995 and 1994 4
Notes to financial statements 5-14
Supplemental Schedules:
Schedule I: Item 27a-Schedule of assets held for investment purposes 15
Schedule II: Item 27d-Schedule of reportable transactions 16
All other schedules of additional financial information required by Section
2520.103-10 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA have been omitted because they are not applicable.
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and Administrator
of the Tribune Company Savings Incentive Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Tribune Company Savings Incentive Plan (the "Plan") at December 31, 1995
and 1994, and the changes in net assets available for benefits for the years
then ended, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in Supplemental
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Chicago, Illinois
June 21, 1996
2
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
------------------------------------
1995 1994
------------ ------------
<S> <C> <C>
Assets:
Investments, at fair value:
The Northern Trust Company Collective Short
Term Investment Fund, at cost which
approximates fair value (par $1) $ 60,388,552 $ 62,268,896
The Northern Trust Company Collective Stock
Index Fund; 1,640,316 units (cost-$51,744,246;
net asset value per unit-$38.54) - 63,217,779
Vanguard Institutional Index Fund; 1,506,684
units (cost-$86,649,412; net asset value per
unit-$57.93) 87,282,220 -
Tribune Company Common Stock; 978,343 shares
and 1,120,264 shares, respectively (cost-
$20,713,295 and $21,113,532, respectively;
share price-$61.13 and $54.75, respectively) 59,801,216 61,334,454
Vanguard/Wellington Fund;
1,856,227 units and 1,905,343 units,
respectively (cost-$37,079,824 and
$37,223,234, respectively; net asset value
per unit-$24.43 and $19.39, respectively) 45,347,622 36,944,598
Vanguard World Fund - International Growth
Portfolio; 380,895 units (cost-$4,985,054;
net asset value per unit-$15.02) 5,721,037 -
Vanguard Bond Index Fund - Total Bond
Market Portfolio; 269,690 units (cost-$2,603,452;
net asset value per unit-$10.14) 2,734,653 -
Participant loans 65,215 98,513
Receivables:
Contributions from participants 1,139,826 1,069,145
Contributions from Tribune Company 187,421 177,881
Interest and dividends 291,568 292,569
------------ ------------
Net assets available for benefits $262,959,330 $225,403,835
============ ============
</TABLE>
See notes to financial statements.
3
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1995 1994
------------ ------------
<S> <C> <C>
Interest $ 3,760,886 $ 2,569,277
Dividends 4,779,156 4,500,906
Net realized gain (loss) on sale of investments 22,814,591 (128,856)
Change in unrealized appreciation (depreciation) of investments 15,891,380 (8,685,197)
------------ ------------
Net investment income (loss) 47,246,013 (1,743,870)
Contributions from participants 12,814,577 12,594,559
Contributions from Tribune Company 2,045,706 1,950,958
Transfer of assets from other benefit plans - 2,387,044
Distributions to participants or their beneficiaries (24,441,389) (15,555,585)
Administrative fees (109,412) (83,634)
------------ ------------
Increase (decrease) in net assets available for benefits 37,555,495 (450,528)
Net assets available for benefits:
Beginning of year 225,403,835 225,854,363
------------ ------------
End of year $262,959,330 $225,403,835
============ ============
</TABLE>
See notes to financial statements.
4
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PLAN DESCRIPTION
- -------------------------
The Tribune Company Savings Incentive Plan (the "Plan") was established
effective April 1, 1985 by Tribune Company (the "Company"). The Plan is a
defined contribution plan covering eligible salaried and hourly employees of the
Company and participating subsidiaries. Separate benefit accounts are maintained
for each participant.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). The Company believes that the Plan will continue without
interruption, but reserves the right to terminate the Plan at any time. In the
event of Plan termination, distributions will be made in accordance with the
provisions of ERISA.
The Plan was amended and restated effective January 1, 1989 (the "Restatement
Effective Date") to permit participants to direct the investment of their own
401(k) contributions in the common stock of the Company and to make legally
required and other Plan changes. On July 28, 1993, the Company acquired
Contemporary Books, Inc. On January 6, 1994, the employee accounts under the
Contemporary Books, Inc. Profit Sharing Plan were merged into the Plan. The
aggregate value of the assets transferred, including participant loans, was
$2,387,044.
Each employee of the Company and its participating subsidiaries who was a
participant prior to the Restatement Effective Date continued to be a
participant thereafter, subject to the terms of the Plan. Other employees of
participating subsidiaries of the Plan are generally eligible to participate if
they are 21 years of age and have completed one year of service (generally
defined as 1,000 hours of service in one year), except for employees covered by
collective bargaining agreements which do not provide for their participation in
the Plan.
Contributions
- -------------
Participants employed by a participating employer of the Company may elect to
make before-tax ("salary reduction") contributions of 1% to 15% of their
compensation (as defined in the Plan) subject to Plan and Internal Revenue
Service limits.
The "Contributing Employers" will make a contribution to the Plan in an amount
equal to 25% of the portion of the salary reduction contribution made by each
participant not to exceed 4% of the participant's compensation for that period.
5
<PAGE>
Investments
- -----------
At December 31, 1995, the Plan's investment assets were held by The Northern
Trust Company ("The Northern Trust"), the Plan's trustee (the "Trustee").
Effective January 1, 1996, the Plan changed trustees from The Northern Trust to
Vanguard Fiduciary Trust Company ("Vanguard"). Separate Investment Funds are
maintained under the Plan.
The Funds available to participants include:
(a) A Cash Fund, which the Trustee invests in short-term cash
equivalents or similar type investments. The Trustee invested in
The Northern Trust Company Collective Short Term Investment Fund
until January 1, 1996. On January 1, 1996, the assets invested in
The Northern Trust Company Collective Short Term Investment Fund
were transferred to the Vanguard Institutional Money Market
Portfolio;
(b) A Diversified Stock Fund, which the Trustee invested in The Northern
Trust Company Collective Stock Index Fund until December 21, 1995. At
that time, the assets invested in the Northern Trust Company
Collective Stock Index Fund were transferred to the Vanguard
Institutional Index Fund, a publicly traded fund. Both funds invest
in common stocks in a broadly diversified stock portfolio, the
performance of which is designed to match the investment performance
of the Standard & Poor's 500 Composite Stock Price Index;
(c) A Company Common Stock Fund, which the Trustee invests in shares of
the common stock of Tribune Company;
(d) A Balanced Fund, which the Trustee invests in the Vanguard/Wellington
Fund, a publicly traded mutual fund. The fund invests in common
stocks of large, established companies and high quality bonds and
money market securities;
(e) An International Fund, which the Trustee invests in the Vanguard
World Fund-International Growth Portfolio, a publicly traded mutual
fund. The fund invests in common stocks of non-U.S. based companies
that exhibit above-average growth potential. This fund was added
effective January 1, 1995;
(f) A Bond Fund, which the Trustee invests in the Vanguard Bond Index
Fund-Total Bond Market Portfolio, a publicly traded bond fund.
This fund invests in a diversified portfolio of U.S. Government
and corporate bonds and mortgage-backed securities. This fund was
added effective January 1, 1995.
Participants may elect to have all or a percentage (in 10% and 25% increments in
1995 and 1994, respectively) of their contributions and their share of
Contributing Employers' contributions invested in or transferred among one or
more of the Investment Funds. Prior to January 1, 1996, participants could not
elect that more than 50% of their contributions or 50% of their share of the
Contributing Employers' matching contributions be invested in the Company Common
Stock Fund. Effective January 1, 1996, participants may elect that 100% of their
contributions and 100% of their share of the Contributing Employers' matching
contributions be invested in the Company Common Stock Fund. The Trustee's
purchases of Company Common Stock are made in the open market. Prior to May 16,
1996, participants could change their investment options quarterly. Effective
May 16, 1996, participants may change their investment elections effective with
the next pay period. Participants may make fund transfers on a daily basis.
6
<PAGE>
Vesting
- -------
Participants are, at all times, 100% vested in their salary reduction and
matching contribution accounts.
Distributions
- -------------
Distributions of account balances are generally made to participants in a lump
sum payment. Participants whose employment terminates due to retirement,
disability or death may elect to receive their vested account balances in
substantially equal installments over a fixed period, in lieu of a lump sum
distribution. Distributions are made in cash, except that participants may elect
to receive the portion invested in the Company Common Stock Fund in whole shares
of Company Common Stock.
Withdrawals
- -----------
Prior to May 16, 1996, participants who were totally and permanently disabled
could elect to withdraw their account balances through written notice to the
Administrative Committee as of any quarterly valuation date. Effective May 16,
1996, these participants may elect to withdraw their account balances at any
time. Also, participants who have attained age 59 1/2 may elect to withdraw
their balances by written notice to the Administrative Committee, but upon doing
so will cease to be eligible to make salary reduction contributions for one
year.
Participants may make withdrawals of any part or all of the balance in their
salary reduction contribution accounts, prior to termination, in order for the
participant to meet an immediate and significant financial need as determined by
the Administrative Committee in conjunction with the types of hardships for
which a withdrawal would be permitted by Internal Revenue Service regulations.
Only one hardship withdrawal may be made by a participant during any plan year.
Participants who make hardship withdrawals will cease to be eligible to make
salary reduction contributions for one year.
Participant loans
- -----------------
Prior to the Restatement Effective Date, the Plan permitted loans of limited
amounts to participants subject to specific loan terms. As of the Restatement
Effective Date, no new loans to participants can be approved, but repayment of
prior loans continues. Participant loan activity is disclosed within the Cash
Fund balances in Notes 4 and 5.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------
Basis of accounting
- -------------------
The financial statements of the Plan are presented on the accrual basis of
accounting.
7
<PAGE>
Valuation of investments
- ------------------------
Investments are stated at fair value. The fair value of the units of the
Trustee's Cash Fund and Diversified Stock Fund are based on the quoted market
and redemption values as determined by the Trustee on the last business day of
the Plan year. The fair value of the shares of the Company's Common Stock Fund
and the units of the Institutional Index Fund, Balanced Fund, International Fund
and Bond Fund are based on quoted market values on the last business day of the
Plan year. The cost of investments sold is based on the weighted average method.
Gains and losses are reported under the current value method which calculates
realized gains and losses on investments sold as sales proceeds less the current
value as of the beginning of the year (or acquisition cost if acquired during
the year). Unrealized gains and losses are calculated as the current value of
investments held at the end of the year less their current value as of the
beginning of the year (or acquisition cost if acquired during the year).
Distributions
- -------------
Distributions are recorded when paid. Benefit claims that have been processed
and approved for payment prior to December 31 but not yet distributed as of that
date are shown as a liability on the Form 5500. Distributions payable to
participants at December 31, 1995 and 1994 were $8,444,810 and $7,553,537,
respectively.
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
-----------------------------------
1995 1994
------------- -------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $262,959,330 $225,403,835
Amounts allocated to withdrawing participants (8,444,810) (7,553,537)
------------ ------------
Net assets available for benefits per the Form 5500 $254,514,520 $217,850,298
============ ============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------------------
1995 1994
------------- -------------
<S> <C> <C>
Benefits paid to participants per the financial statements $24,441,389 $15,555,585
Add: Amounts allocated to withdrawing participants
at December 31, 1995 and 1994 8,444,810 7,553,537
Less: Amounts allocated to withdrawing participants
at December 31, 1994 and 1993 (7,553,537) (5,678,631)
----------- -----------
Benefits paid to participants per the Form 5500 $25,332,662 $17,430,491
=========== ===========
</TABLE>
8
<PAGE>
Expenses of the plan
- --------------------
The Company generally pays the costs of administering the Plan and Trust, except
that certain expenses described in the Trust Agreement are paid out of Plan
assets and are charged to the appropriate Investment Fund. In 1996,
recordkeeping fees previously paid by the Company will be paid out of Plan
assets.
NOTE 3 - INCOME TAX STATUS
- --------------------------
The Plan obtained its latest determination letter on June 14, 1996, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since applying for the determination letter. However, the
Plan administrator and the Company's tax counsel with respect to Plan matters
believe that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC. Therefore, income taxes have not
been provided for in the Plan's financial statements.
Lump sum distributions
- ----------------------
Lump sum distributions from the Plan may be taxed at ordinary income or, in
special circumstances, long-term capital gain rates under lump sum distribution
rules. The amount subject to tax is equal to the excess of the value of the
assets received over the participant's total after-tax contributions, if any. In
general, a lump sum distribution is payment of a participant's entire account
balance under the Plan within one taxable year. Participants who have attained
age 59 1/2 are permitted to make a one-time election to use five-year averaging
with respect to a single lump sum distribution. A tax law transition rule allows
participants who have attained the age 50 by January 1, 1986 to elect to use
five-year averaging under new tax rates or ten-year averaging under old tax
rates with respect to a single lump sum distribution. If any lump sum
distribution includes common stock of the Company, the recipient's taxable
income does not include any net unrealized appreciation of the employer's
securities, defined by the increase in value of the stock over the amount paid
by the Trustee. Such increase is not taxed until the stock is sold. A
participant may elect not to have this rule apply.
Installment distributions
- -------------------------
If participants elect to receive their accounts in substantially equal annual
installments (as a result of termination due to retirement, disability or
death), the distributions will be subject to tax at ordinary income rates,
except as to any portion attributable to participants' after-tax contributions.
Withdrawals during service period
- ---------------------------------
Participants' withdrawals from their Plan accounts while employed are taxed at
ordinary income rates on the excess of the value of the assets received over
their after-tax contributions, if any, not recovered by previous withdrawals or
distributions. In addition, the taxable portion of the withdrawal may be subject
to an additional 10% excise tax if the withdrawal is made before the participant
attains age 59 1/2.
9
<PAGE>
Rollovers
- ---------
Participants can avoid current taxation on the taxable portion of a lump sum
distribution to the extent such amounts are rolled over into an IRA or other
qualified plan. Any distribution received directly by an employee will be
subject to withholding tax. The withholding tax may be avoided by having the
distribution made directly into an IRA or other qualified plan. If any portion
of a lump sum distribution is rolled over, the remaining portion is not eligible
for the long-term capital gain and special ten-year or five-year averaging
treatment described above. Amounts distributed from an IRA are subject to tax at
ordinary income tax rates when distributed by the IRA.
10
<PAGE>
NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
- ----------------------------------------------------------------
December 31, 1995
<TABLE>
<CAPTION>
Tribune
Company
Diversified Common
Cash Stock Stock Balanced International Bond
Total Fund Fund Fund Fund Fund Fund
------------ ----------- ----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
The Northern Trust Company
Collective Short Term
Investment Fund $ 60,388,552 $60,307,656 $ 8,053 $ 15,186 $ 19,219 $ 19,219 $ 19,219
Vanguard Institutional Index Fund 87,282,220 - 87,282,220 - - - -
Tribune Company Common Stock 59,801,216 - - 59,801,216 - - -
Vanguard/Wellington Fund 45,347,622 - - - 45,347,622 - -
Vanguard World Fund-International
Growth Portfolio 5,721,037 - - - - 5,721,037 -
Vanguard Bond Index Fund-
Total Bond Market Portfolio 2,734,653 - - - - - 2,734,653
Participant loans 65,215 65,215 - - - - -
Receivables:
Contributions from participants 1,139,826 204,357 437,055 167,838 267,420 49,410 13,746
Contributions from Tribune Company 187,421 35,677 70,790 29,293 42,235 7,302 2,124
Interest and dividends 291,568 290,294 480 455 136 104 99
------------ ----------- ----------- ----------- ----------- ---------- ----------
Net assets available for benefits $262,959,330 $60,903,199 $87,798,598 $60,013,988 $45,676,632 $5,797,072 $2,769,841
============ =========== =========== =========== =========== ========== ==========
</TABLE>
11
<PAGE>
NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND (continued)
- ----------------------------------------------------------------
December 31, 1994
<TABLE>
<CAPTION>
Tribune
Company
Diversified Common
Cash Stock Stock Balanced
Total Fund Fund Fund Fund
------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
The Northern Trust Company
Collective Short Term
Investment Fund $ 62,268,896 $62,209,192 $ 20,484 $ 27,332 $ 11,888
The Northern Trust Company
Collective Stock Index Fund 63,217,779 - 63,217,779 - -
Tribune Company Common Stock 61,334,454 - - 61,334,454 -
Vanguard/Wellington Fund 36,944,598 - - - 36,944,598
Participant loans 98,513 98,513 - - -
Receivables:
Contributions from participants 1,069,145 229,361 388,141 188,890 262,753
Contributions from Tribune Company 177,881 39,237 64,051 32,557 42,036
Interest and dividends 292,569 291,323 571 594 81
------------ ----------- ----------- ----------- -----------
Net assets available for benefits $225,403,835 $62,867,626 $63,691,026 $61,583,827 $37,261,356
============ =========== =========== =========== ===========
</TABLE>
12
<PAGE>
NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
- ----------------------------------------------------------------------------
Year Ended December 31, 1995
<TABLE>
<CAPTION>
Tribune
Company
Diversified Common
Cash Stock Stock Balanced International Bond
Total Fund Fund Fund Fund Fund Fund
------------ ----------- ----------- ----------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest $ 3,760,886 $ 3,627,114 $ 12,688 $ 6,696 $ 4,137 $ 1,127 $ 109,124
Dividends 4,779,156 - 1,857,493 1,148,968 1,698,539 74,156 -
Net realized gain on sale
of investments 22,814,591 - 20,779,497 931,509 976,246 127,286 53
Change in unrealized
appreciation of investments 15,891,380 - 584,339 5,936,130 8,503,727 735,982 131,202
------------ ----------- ----------- ----------- ----------- ---------- ----------
Net investment income 47,246,013 3,627,114 23,234,017 8,023,303 11,182,649 938,551 240,379
Contributions from
participants 12,814,577 2,465,702 4,652,553 1,932,665 2,981,061 639,644 142,952
Contributions from
Tribune Company 2,045,706 423,168 743,626 328,024 451,232 79,771 19,885
Interfund transfers - 14,923,623 (4,456,893) (10,781,609) (6,196,102) 4,141,731 2,369,250
Distributions to participants
or their beneficiaries (24,441,389) (23,388,898) - (1,052,491) - - -
Administrative fees (109,412) (15,136) (65,731) (19,731) (3,564) (2,625) (2,625)
------------ ----------- ----------- ----------- ----------- ---------- ----------
Increase (decrease) in net
assets available for
benefits 37,555,495 (1,964,427) 24,107,572 (1,569,839) 8,415,276 5,797,072 2,769,841
Net assets available for
benefits:
Beginning of year 225,403,835 62,867,626 63,691,026 61,583,827 37,261,356 - -
------------ ----------- ----------- ----------- ----------- ---------- ----------
End of year $262,959,330 $60,903,199 $87,798,598 $60,013,988 $45,676,632 $5,797,072 $2,769,841
============ =========== =========== =========== =========== ========== ==========
</TABLE>
13
<PAGE>
NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
------------------------------------------------------------------
(continued)
Year Ended December 31, 1994
<TABLE>
<CAPTION>
Tribune
Company
Diversified Common
Cash Stock Stock Balanced
Total Fund Fund Fund Fund
------------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Interest $ 2,569,277 $ 2,538,384 $ 12,949 $ 7,459 $ 10,485
Dividends 4,500,906 - 1,736,723 1,154,413 1,609,770
Net realized gain (loss) on sale
of investments (128,856) - (27,810) (146,979) 45,933
Change in unrealized depreciation
of investments (8,685,197) - (949,614) (5,889,385) (1,846,198)
------------ ----------- ----------- ----------- -----------
Net investment income (loss) (1,743,870) 2,538,384 772,248 (4,874,492) (180,010)
Contributions from participants 12,594,559 2,619,534 4,617,451 2,146,958 3,210,616
Contributions from Tribune Company 1,950,958 428,631 718,501 345,173 458,653
Transfer of assets from other benefit plans 2,387,044 822,508 478,564 115,039 970,933
Interfund transfers - 6,968,735 (4,007,137) (3,205,071) 243,473
Distributions to participants
or their beneficiaries (15,555,585) (15,070,497) 153,806 (638,894) -
Administrative fees (83,634) (15,950) (45,220) (19,277) (3,187)
------------ ----------- ----------- ----------- -----------
Increase (decrease) in net
assets available for benefits (450,528) (1,708,655) 2,688,213 (6,130,564) 4,700,478
Net assets available for benefits:
Beginning of year 225,854,363 64,576,281 61,002,813 67,714,391 32,560,878
------------ ----------- ----------- ----------- -----------
End of year $225,403,835 $62,867,626 $63,691,026 $61,583,827 $37,261,356
============ =========== =========== =========== ===========
</TABLE>
14
<PAGE>
SCHEDULE I
----------
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
<TABLE>
<CAPTION>
Shares/Units or Current
Identity of Issue or Borrower Interest Rate Cost Value
--------------------------------------------------------- --------------- ------------ ------------
<S> <C> <C> <C>
* The Northern Trust Company Collective Short Term
Investment Fund 60,388,552 $ 60,388,552 $ 60,388,552
* Vanguard Institutional Index Fund 1,506,684 86,649,412 87,282,220
* Tribune Company Common Stock 978,343 20,713,295 59,801,216
* Vanguard/Wellington Fund 1,856,227 37,079,824 45,347,622
* Vanguard World Fund - International Growth Portfolio 380,895 4,985,054 5,721,037
* Vanguard Bond Index Fund - Total Bond Market Portfolio 269,690 2,603,452 2,734,653
* Participant loans receivable maturing from 1/96
to 2/99 8% - 10% 65,215 65,215
------------ ------------
Total Assets Held for Investment Purposes $212,484,804 $261,340,515
============ ============
</TABLE>
* Party-in-interest (Vanguard became trustee effective January 1, 1996)
15
<PAGE>
SCHEDULE II
-----------
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Expenses Current
Number Incurred in Value
of Connection of Asset on Net
Identity of Description Trans- Purchase Selling Lease with Trans- Cost of Transaction Realized
Party Involved of assets actions Price Price Rental action Asset Date Gain/(Loss)
- ---------------- --------------------- ------- ----------- ---------- -------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The Northern Collective Short Term
Trust Company Investment Fund 245 $37,718,546 $37,718,546 $37,718,546
The Northern Collective Short Term
Trust Company Investment Fund 139 $39,598,892 39,598,892 39,598,892 --
The Northern Collective Stock
Trust Company Index Fund 12 5,193,244 5,193,244 5,193,244
The Northern Collective Stock
Trust Company Index Fund 5 90,784,419 58,794,984 90,784,419 31,989,435
Vanguard Fiduciary Institutional
Trust Company Index Fund 1 86,649,412 86,649,412 86,649,412
Tribune Company Tribune Company
Common Stock 17 3,541,404 $2,785 3,541,404 3,541,404
Tribune Company Tribune Company
Common Stock 5 10,825,814 9,373 3,531,967 10,825,814 7,284,474
Vanguard Fiduciary Vanguard/
Trust Company Wellington Fund 20 5,606,183 5,606,183 5,606,183
Vanguard Fiduciary Vanguard/
Trust Company Wellington Fund 3 6,179,802 5,749,593 6,179,802 430,209
</TABLE>
16
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Form S-3 (File Nos. 33-45793
and 333-02831) and in the Registration Statements on Form S-8 (File Nos.
2-90727, 33-21853, 33-26239, 33-47547, 33-59233, 333-00575 and 333-03245) of
Tribune Company of our report dated June 21, 1996 appearing on page 2 of Exhibit
99 to Tribune Company's Annual Report on Form 10-K, filed with this Form 10-K/A.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Chicago, Illinois
June 25, 1996
