- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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 29, 1996 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. [X]
Aggregate market value of the Company's voting stock held by
non-affiliates on June 16, 1997, 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 $5,077,000,000.
At June 16, 1997 there were 123,064,643 shares of the Company's Common
Stock outstanding.
The following documents are incorporated by reference, in part:
1996 Annual Report to Stockholders (Parts I and II, to the extent
described therein).
Definitive Proxy Statement for the May 6, 1997 Annual Meeting of
Stockholders (Part III, to the extent described therein).
- --------------------------------------------------------------------------------
<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
1996 as set forth in the pages attached hereto:
(a) Exhibit 23.1, Consent of Independent Accountants, is filed
herewith.
(b) Exhibit 99, Form 11-K financial statements relating to the
Tribune Company Savings Incentive Plan, 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 26, 1997 /s/ R. Mark Mallory
-------------------
R. Mark Mallory
Vice President and Controller
(on behalf of the Registrant and as
chief accounting officer)
2
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectuses
constituting parts of the Registration Statements on Form S-3 (File Nos.
333-02831 and 333-18921) and in the Registration Statements on Form S-8 (File
Nos. 2-90727, 33-21853, 33-26239, 33-47547, 33-59233, 333-00575, 333-03245 and
333-18269) of Tribune Company of our report dated June 20, 1997 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, 1997
EXHIBIT 99
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1996 AND DECEMBER 31, 1995
<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, 1996 and 1995 3
Statements of changes in net assets available for benefits
for the years ended December 31, 1996 and 1995 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, 1996
and 1995, 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 20, 1997
2
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
------------------------------------
1996 1995
------------ -----------
<S> <C> <C>
Assets:
Investments, at fair value:
Vanguard Institutional Money Market Portfolio,
at cost which approximates fair value (par $1) $ 55,890,958 $ -
Vanguard Prime Portfolio - Short Term Investment
Fund Account, at cost which approximates fair
value (par $1) 72,163 -
The Northern Trust Company Collective Short
Term Investment Fund, at cost which
approximates fair value (par $1) - 60,388,552
Vanguard Institutional Index Fund; 1,662,390 units and 1,506,684 units,
respectively (cost-$97,826,526 and $86,649,412, respectively;
net asset value per unit-$68.86 and $57.93, respectively) 114,472,151 87,282,220
Tribune Company Common Stock Fund; 6,592,504 units and 1,956,686 shares,
respectively (cost-$30,122,173 and $20,713,295, respectively;
unit price-$11.98 and share price-$30.56, respectively) 78,978,194 59,801,216
Vanguard/Wellington Fund; 1,986,811 units and 1,856,227 units,
respectively (cost-$42,549,108 and $37,079,824, respectively;
net asset value per unit-$26.15 and $24.43, respectively) 51,955,106 45,347,622
Vanguard International Growth Portfolio; 584,912 units and
380,895 units, respectively (cost-$8,493,257 and $4,985,054, respectively;
net asset value per unit-$16.46 and $15.02, respectively) 9,627,656 5,721,037
Vanguard Bond Index Fund - Total Bond Market Portfolio; 402,157 units
and 269,690 units, respectively (cost-$3,904,337 and $2,603,452,
respectively; net asset value per unit-$9.84 and $10.14, respectively) 3,957,230 2,734,653
Participant loans 74,043 65,215
Receivables:
Contributions from participants 214,988 1,139,826
Contributions from Tribune Company 32,313 187,421
Interest and dividends - 291,568
------------ ------------
Net assets available for benefits $315,274,802 $262,959,330
============ ============
</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,
------------------------------------
1996 1995
------------ ------------
<S> <C> <C>
Net investment income:
Interest and dividends $ 8,633,639 $ 8,540,042
Net realized gain on sale of investments 6,984,279 22,814,591
Change in unrealized appreciation of investments 34,718,674 15,891,380
------------ ------------
Net investment income 50,336,592 47,246,013
Contributions from participants 15,494,742 12,814,577
Contributions from Tribune Company 2,249,763 2,045,706
Transfer of assets from other benefit plans 5,584,817 -
Distributions to participants or their beneficiaries (21,075,363) (24,441,389)
Administrative fees (275,079) (109,412)
------------ ------------
Increase in net assets available for benefits 52,315,472 37,555,495
Net assets available for benefits:
Beginning of year 262,959,330 225,403,835
------------ ------------
End of year $315,274,802 $262,959,330
============ ============
</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. The Company and participating
subsidiaries are defined collectively as "Contributing Employers". 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, 1992 (the "Restatement
Effective Date") to make legally required and other Plan changes. In November
1996, the Plan was amended to permit loans of limited amounts to participants
subject to specific loan terms effective January 1, 1997.
In March 1996, the Company acquired Educational Publishing Corporation, the
parent company of Ideal School Supply Corporation. On July 2, 1996, the employee
accounts under the Ideal School Supply Corporation Employees' Savings and
Incentive Plan were merged into the Plan. The Company acquired television
stations WLVI in April 1994, KHTV in January 1996 and KSWB in April 1996. The
assets of the 401(k) plans for these companies were held in the Tribune Company
Defined Contribution Trust until December 31, 1996 when they were merged into
the Plan. The aggregate value of the assets transferred, including participant
loans, was $5,584,817.
Employees of Contributing Employers 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 Contributing Employers 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 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.
Participant contribution rollovers are held in the Vanguard Prime Portfolio -
Short Term Investment Fund Account until the rollover allocation is effected.
5
<PAGE>
Investments
- -----------
At December 31, 1996, the Plan's investment assets were held by Vanguard
Fiduciary Trust Company ("Vanguard"), the Plan's trustee ("Trustee"). At
December 31, 1995, the Plan's investment assets were held by The Northern Trust
Company ("The Northern Trust"). Effective January 1, 1996, the Plan changed
trustees from The Northern Trust to 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 Cash Fund was 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, a
publicly traded mutual fund;
(b) A Diversified Stock Fund, which was 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. The Vanguard Institutional Index
Fund also invests in Standard & Poor's Index futures to a limited
extent;
(c) A Tribune Company Common Stock Fund, which the Trustee invests in
shares of the common stock of Tribune Company. The fund is a unitized
fund (beginning May 16, 1996) and is available exclusively to Plan
participants. The share price of Tribune Company common stock at
December 31, 1996 was $39.44;
(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
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;
(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.
Effective January 1, 1997, the Plan added the Vanguard Explorer Fund, a publicly
traded mutual fund. The fund invests primarily in equity securities of small
companies that exhibit favorable prospects for above-average growth potential.
Participants may elect to have all or a percentage (in 10% increments) 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 Tribune 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
6
<PAGE>
in the Tribune Company Common Stock Fund. The Trustee's purchases of Tribune
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 options effective with the next
pay period. Participants may make fund transfers on a daily basis.
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 Tribune Company Common Stock Fund in
whole shares of Tribune 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
Tribune Company Employee Benefits 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 Tribune Company Employee
Benefits 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 Tribune Company Employee Benefits 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 January 1, 1989, the Plan permitted loans of limited amounts to
participants subject to specific loan terms. As of January 1, 1989 and until
December 31, 1996, no new loans to participants were approved, but repayment of
prior loans continued. Effective January 1, 1997, the Plan permits loans of
limited amounts to participants subject to specific loan terms. Participant loan
activity is disclosed within the Cash Fund balances in Notes 4 and 5.
7
<PAGE>
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------
Basis of accounting
- -------------------
The financial statements of the Plan are presented on the accrual basis of
accounting. Certain prior year amounts have been reclassified to conform with
the 1996 presentation.
Valuation of investments
- ------------------------
Investments are stated at fair value. The fair value of the units of The
Northern Trust Company Collective Short Term Investment Fund is based on quoted
market and redemption values as determined by The Northern Trust on the last
business day of the Plan year. The fair value of the rest of the funds are based
on quoted market values on the last business day of the Plan year.
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, 1996 and December 31, 1995 were $1,789,315 and
$8,444,810, respectively.
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
-------------------------------
1996 1995
------------ ------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $315,274,802 $262,959,330
Amounts allocated to withdrawing participants (1,789,315) (8,444,810)
------------ ------------
Net assets available for benefits per the Form 5500 $313,485,487 $254,514,520
============ ============
</TABLE>
8
<PAGE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31, 1996
-----------------
Benefits paid to participants per the financial statements $21,075,363
Add: Amounts allocated to withdrawing participants
at December 31, 1996 1,789,315
Less: Amounts allocated to withdrawing participants
at December 31, 1995 (8,444,810)
-----------
Benefits paid to participants per the Form 5500 $14,419,868
===========
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. Beginning in 1996,
recordkeeping fees previously paid by the Company were paid out of Plan assets.
NOTE 3 - INCOME TAX STATUS
- --------------------------
The Internal Revenue Service has determined and informed the Company by a letter
dated June 14, 1996, that the Plan is designed in accordance with applicable
sections of the Internal Revenue Code (IRC). The Plan has been amended since
receiving 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.
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. 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, 1996
<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:
Vanguard Institutional Money
Market Portfolio $ 55,890,958 $55,890,958 $ - $ - $ - $ - $ -
Vanguard Prime Portfolio - Short
Term Investment Fund Account 72,163 72,163 - - - - -
Vanguard Institutional Index Fund 114,472,151 - 114,472,151 - - - -
Tribune Company Common Stock Fund 78,978,194 - - 78,978,194 - - -
Vanguard/Wellington Fund 51,955,106 - - - 51,955,106 - -
Vanguard International Growth Portfolio 9,627,656 - - - - 9,627,656 -
Vanguard Bond Index Fund -
Total Bond Market Portfolio 3,957,230 - - - - - 3,957,230
Participant loans 74,043 74,043 - - - - -
Receivables:
Contributions from participants 214,988 22,520 92,121 34,123 47,506 15,032 3,686
Contributions from Tribune Company 32,313 3,730 13,604 5,382 6,941 2,140 516
------------ ----------- ------------ ----------- ----------- ---------- ----------
Net assets available for benefits $315,274,802 $56,063,414 $114,577,876 $79,017,699 $52,009,553 $9,644,828 $3,961,432
============ =========== ============ =========== =========== ========== ==========
</TABLE>
11
<PAGE>
NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND (continued)
- ----------------------------------------------------------------
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 Fund 59,801,216 - - 59,801,216 - - -
Vanguard/Wellington Fund 45,347,622 - - - 45,347,622 - -
Vanguard 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>
12
<PAGE>
NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
- ----------------------------------------------------------------------------
Year Ended December 31, 1996
<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>
Net investment income:
Interest and dividends $ 8,633,639 $ 2,962,813 $ 2,184,132 $ 1,131,601 $ 2,049,332 $ 106,258 $ 199,503
Net realized gain (loss) on sale
of investments 6,984,279 - 2,927,593 992,359 2,677,794 419,674 (33,141)
Change in unrealized appreciation
(depreciation) of investments 34,718,674 - 16,092,791 15,263,821 2,848,396 537,762 (24,096)
------------ ----------- ------------ ----------- ----------- ---------- ----------
Net investment income 50,336,592 2,962,813 21,204,516 17,387,781 7,575,522 1,063,694 142,266
Contributions from participants 15,494,742 2,037,804 6,351,975 2,450,984 3,505,235 899,073 249,671
Contributions from Tribune Company 2,249,763 320,674 928,291 353,970 496,807 119,377 30,644
Transfer of assets from other
benefit plans 5,584,817 623,421 3,750,278 - 811,132 209,522 190,464
Interfund transfers - (3,066,342) 104,682 3,094,519 (2,679,918) 1,823,583 723,476
Distributions to participants
or their beneficiaries (21,075,363) (7,667,601) (5,461,278) (4,216,835) (3,328,751) (259,193) (141,705)
Administrative fees (275,079) (50,554) (99,186) (66,708) (47,106) (8,300) (3,225)
------------ ----------- ------------ ----------- ----------- ---------- ----------
Increase (decrease) in net
assets available for benefits 52,315,472 (4,839,785) 26,779,278 19,003,711 6,332,921 3,847,756 1,191,591
Net assets available for benefits:
Beginning of year 262,959,330 60,903,199 87,798,598 60,013,988 45,676,632 5,797,072 2,769,841
------------ ----------- ------------ ----------- ----------- ---------- ----------
End of year $315,274,802 $56,063,414 $114,577,876 $79,017,699 $52,009,553 $9,644,828 $3,961,432
============ =========== ============ =========== =========== ========== ==========
</TABLE>
13
<PAGE>
NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
- ----------------------------------------------------------------------------
(continued)
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>
Net investment income:
Interest and dividends $ 8,540,042 $ 3,627,114 $ 1,870,181 $ 1,155,664 $ 1,702,676 $ 75,283 $ 109,124
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 - 835,078 1,387,045 (6,819,115) (2,551,448) 4,567,564 2,580,876
Distributions to participants
or their beneficiaries (24,441,389) (9,300,353) (5,843,938) (5,014,985) (3,644,654) (425,833) (211,626)
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>
14
<PAGE>
SCHEDULE I
----------
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1996
<TABLE>
<CAPTION>
Shares/Units or Current
Identity of Issue or Borrower Interest Rate Cost Value
------------------------------------------------------------- --------------- ------------ ------------
<S> <C> <C> <C>
* Vanguard Institutional Money Market Portfolio 55,890,958 $ 55,890,958 $ 55,890,958
* Vanguard Prime Portfolio - Short Term Investment Fund Account 72,163 72,163 72,163
* Vanguard Institutional Index Fund 1,662,390 97,826,526 114,472,151
* Tribune Company Common Stock Fund 6,592,504 30,122,173 78,978,194
* Vanguard/Wellington Fund 1,986,811 42,549,108 51,955,106
* Vanguard International Growth Portfolio 584,912 8,493,257 9,627,656
* Vanguard Bond Index Fund - Total Bond Market Portfolio 402,157 3,904,337 3,957,230
* Participant loans receivable maturing from October 1997
to January 2001 8% - 10% 74,043 74,043
------------ ------------
Total Assets Held for Investment Purposes $238,932,565 $315,027,501
============ ============
</TABLE>
* Party-in-interest
15
<PAGE>
SCHEDULE II
-----------
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Expenses
Incurred in Current Value
Connection of Asset on Net
Identity of Purchase Selling Lease with Trans- Cost of Transaction Realized
Party Involved Description of Assets Price Price Rental action Asset Date Gain/(Loss)
- -------------------- --------------------- ----------- ---------- ------ ----------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vanguard Fiduciary Vanguard Institutional
Trust Company Money Market Portfolio $83,290,361 $83,290,361 $83,290,361
Vanguard Fiduciary Vanguard Institutional
Trust Company Money Market Portfolio $27,399,403 27,399,403 27,399,403 -
Vanguard Fiduciary Vanguard Instituitional
Trust Company Index Fund 23,771,317 23,771,317 23,771,317
Vanguard Fiduciary Vanguard Instituitional
Trust Company Index Fund 14,038,723 12,631,858 14,038,723 1,406,865
Vanguard Fiduciary Tribune Company
Trust Company Common Stock 13,229,692 13,229,692 13,229,692
Vanguard Fiduciary Tribune Company
Trust Company Common Stock 10,324,535 3,836,455 10,324,535 6,488,080
Vanguard Fiduciary Vanguard/
Trust Company Wellington Fund 14,816,248 14,816,248 14,816,248
Vanguard Fiduciary Vanguard/
Trust Company Wellington Fund 11,595,284 9,346,964 11,595,284 2,248,320
The Northern Trust Collective Short Term
Company Investment Fund 60,388,552 60,388,552 60,388,552 -
</TABLE>
16
