- --------------------------------------------------------------------------------
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 28, 1997 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 and non-voting common
equity held by non-affiliates on June 15, 1998, 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 $6,527,000,000.
At June 15, 1998 there were 121,767,845 shares of the Company's Common
Stock outstanding.
The following documents are incorporated by reference, in part:
1997 Annual Report to Stockholders (Parts I and II, to the extent
described therein).
Definitive Proxy Statement for the May 5, 1998 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
1997 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 24, 1998 /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 Prospectus
constituting part of the Registration Statement on Form S-3 (File No. 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 19, 1998 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 24, 1998
EXHIBIT 99
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996
<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, 1997 and 1996 3
Statements of changes in net assets available for benefits
for the years ended December 31, 1997 and 1996 4
Notes to financial statements 5-13
Supplemental Schedules:
Schedule I: Item 27a-Schedule of assets held for investment purposes 14
Schedule II: Item 27d-Schedule of reportable transactions 15
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, 1997
and 1996, 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 19, 1998
2
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
---------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Assets:
Investments, at fair value:
Vanguard Institutional Money Market Portfolio,
at cost which approximates fair value (par $1) $ 56,117,756 $ 55,890,958
Vanguard Money Market Reserves - Prime Portfolio -
Short Term Investment Fund Account, at cost
which approximates fair value (par $1) 311,363 72,163
Vanguard Institutional Index Fund; 1,686,347 units and 1,662,390 units,
respectively (cost-$107,529,939 and $97,826,526, respectively; net
asset value per unit-$89.56 and $68.86, respectively) 151,029,280 114,472,151
Tribune Company Stock Fund; 5,981,086 units and 6,592,504 units,
respectively (cost-$41,126,280 and $30,122,173, respectively;
unit price-$18.85 and $11.98, respectively) 112,743,469 78,978,194
Vanguard/Wellington Fund; 2,117,121 units and
1,986,811 units, respectively (cost-$49,680,654 and
$42,549,108, respectively; net asset value
per unit-$29.45 and $26.15, respectively) 62,349,227 51,955,106
Vanguard International Growth Portfolio;
771,071 units and 584,912 units, respectively
(cost-$12,194,696 and $8,493,257, respectively;
net asset value per unit-$16.39 and $16.46, respectively) 12,637,850 9,627,656
Vanguard Bond Index Fund; 660,062 units and 402,157 units,
respectively (cost-$6,495,407 and $3,904,337, respectively;
net asset value per unit-$10.09 and $9.84, respectively) 6,660,030 3,957,230
Vanguard Explorer Fund; 103,841 units (cost-$6,076,258;
net asset value per unit - $55.30) 5,742,382 -
Participant loans 7,812,344 74,043
Receivables:
Contributions from participants 312,685 214,988
Contributions from Tribune Company 45,221 32,313
------------ ------------
Net assets available for benefits $415,761,607 $315,274,802
============ ============
</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,
------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net investment income:
Interest and dividends $ 14,833,103 $ 8,633,639
Net realized gain on sale of investments 9,774,449 6,984,279
Change in unrealized appreciation of investments 72,321,567 34,718,674
------------ ------------
Net investment income 96,929,119 50,336,592
Contributions from participants 20,362,523 15,494,742
Contributions from Tribune Company 2,520,843 2,249,763
Transfer of assets from other benefit plans 8,225,193 5,584,817
Distributions to participants or their beneficiaries (27,170,847) (21,075,363)
Administrative fees (380,026) (275,079)
------------ ------------
Increase in net assets available for benefits 100,486,805 52,315,472
Net assets available for benefits:
Beginning of year 315,274,802 262,959,330
------------ ------------
End of year $415,761,607 $315,274,802
============ ============
</TABLE>
See notes to financial statements.
4
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PLAN DESCRIPTION
- -------------------------
The following brief description of the Tribune Company Savings Incentive Plan
(the "Plan") is provided for general information purposes. Participants should
refer to the Plan document for more complete information.
General
- -------
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.
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.
In March 1997, the Company acquired Renaissance Communications Corp. On July 1,
1997, the assets of the Renaissance Communications Corp. 401(k) Plan were merged
into the Plan. The assets of the 401(k) plan for union employees at WPIX, a
subsidiary of the Company, were held in the Tribune Company Defined Contribution
Trust until October 29, 1997, when they were merged into the Plan. The aggregate
value of the assets transferred, including participant loans, was $8,225,193.
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.
5
<PAGE>
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 ("IRS")
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 Money Market
Reserves - Prime Portfolio - Short Term Investment Fund Account until the
rollover allocation is effected.
Investments
- -----------
The Plan's investment assets are held by Vanguard Fiduciary Trust Company
("Vanguard"), the Plan's trustee ("Trustee"). Separate investment funds are
maintained under the Plan.
The funds available to participants include:
(a) The Vanguard Institutional Money Market Portfolio, a publicly traded
mutual fund which seeks to provide high income and a stable share
price of $1 by investing in short-term, high quality money market
instruments issued by financial institutions, non-financial
institutions, the U.S. government and federal agencies;
(b) The Vanguard Institutional Index Fund, a publicly traded fund which
seeks to provide long-term growth of capital and income from
dividends by holding all of the 500 stocks that make up the unmanaged
Standard & Poor's 500 Composite Stock Price Index, a widely
recognized benchmark of U.S. stock market performance. The Vanguard
Institutional Index Fund also invests in Standard & Poor's Index
futures to a limited extent;
(c) The Tribune Company Stock Fund, which seeks to provide the potential
for long-term growth through investing 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, 1997 and
December 31, 1996 was $62.25 and $39.44, respectively;
(d) The Vanguard/Wellington Fund, a publicly traded mutual fund which
seeks to provide income and long-term growth of capital, without
undue risk to capital, by investing about 65% of its assets in stocks
and the remaining 35% in bonds;
(e) The Vanguard International Growth Portfolio, a publicly traded mutual
fund which seeks to provide long-term growth of capital by investing
in stocks of high-quality, seasoned companies based outside the
United States. Stocks are selected from more than 15 countries;
(f) The Vanguard Bond Index Fund, a publicly traded bond fund which seeks
to provide a high level of interest income by attempting to match the
performance of the unmanaged Lehman Brothers Aggregate Bond Index, a
widely recognized measure of the entire taxable U.S. bond market;
(g) The Vanguard Explorer Fund, a publicly traded mutual fund which seeks
to provide long-term growth of capital by investing in a diversified
group of small-company stocks with prospects for above-average
growth. The Vanguard Explorer Fund was added to the Plan effective
January 1, 1997.
6
<PAGE>
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. Participants may
elect that 100% of their contributions and 100% of their share of the
Contributing Employers' matching contributions be invested in the Tribune
Company 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 interfund 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 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 for which a
withdrawal would be permitted by IRS 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 participants
to borrow from their fund accounts a minimum of $1,000 up to a maximum equal to
the lesser of $50,000 or 50 percent of their account balance. Loan transactions
are treated as a transfer to (from) the investment fund from (to) the
Participant Loans fund. Loan terms range from one to five years. The loans are
secured by the balance in the participant's account. The interest rate for a
loan is the prime rate on the last business day of the prior month and is fixed
for the life of the loan. Principal and interest is paid ratably through payroll
deductions.
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 1997 presentation.
Valuation of investments
- ------------------------
The Plan's investments are stated at fair value. Publicly traded funds are
valued at quoted market prices on the last business day of the Plan year. The
Tribune Company Stock Fund is valued at the unit closing price as determined by
the Trustee on the last business day of the Plan year. Participant loans are
valued at cost which approximates fair value.
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, 1997, and December 31, 1996, were $1,169,244 and
$1,789,315, respectively.
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
-----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net assets available for benefits per the financial statements $415,761,607 $315,274,802
Amounts allocated to withdrawing participants (1,169,244) (1,789,315)
------------ ------------
Net assets available for benefits per the Form 5500 $414,592,363 $313,485,487
============ ============
</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, 1997
-----------------
Benefits paid to participants per the financial statements $27,170,847
Add: Amounts allocated to withdrawing participants
at December 31, 1997 1,169,244
Less: Amounts allocated to withdrawing participants
at December 31, 1996 (1,789,315)
-----------
Benefits paid to participants per the Form 5500 $26,550,776
===========
Expenses of the Plan and Trustee Fees
- -------------------------------------
Expenses of administering the Plan and the Trustee's fees are paid by the Plan,
if not previously paid by the Company.
NOTE 3 - INCOME TAX STATUS
- --------------------------
The IRS 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.
9
<PAGE>
NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
- ----------------------------------------------------------------
December 31, 1997
<TABLE>
<CAPTION>
Vanguard
Institutional Vanguard Tribune Vanguard
Money Institutional Company Vanguard/ International
Market Index Stock Wellington Growth
Total Portfolio Fund Fund Fund Portfolio
------------ ----------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Vanguard Institutional Money
Market Portfolio $ 56,117,756 $56,117,756 $ - $ - $ - $ -
Vanguard Money Market Reserves -
Prime Portfolio - Short Term
Investment Fund Account 311,363 311,363 - - - -
Vanguard Institutional Index Fund 151,029,280 - 151,029,280 - - -
Tribune Company Stock Fund 112,743,469 - - 112,743,469 - -
Vanguard/Wellington Fund 62,349,227 - - - 62,349,227 -
Vanguard International Growth Portfolio 12,637,850 - - - - 12,637,850
Vanguard Bond Index Fund 6,660,030 - - - - -
Vanguard Explorer Fund 5,742,382 - - - - -
Participant loans 7,812,344 - - - - -
Receivables:
Contributions from participants 312,685 24,214 129,231 57,554 61,398 25,288
Contributions from Tribune Company 45,221 3,869 18,370 8,812 8,658 3,371
------------ ----------- ------------ ------------ ----------- -----------
Net assets available for benefits $415,761,607 $56,457,202 $151,176,881 $112,809,835 $62,419,283 $12,666,509
============ =========== ============ ============ =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Vanguard
Bond Vanguard
Index Explorer Participant
Fund Fund Loans
---------- ---------- ----------
<S> <C> <C> <C>
Assets (continued):
Investments, at fair value:
Vanguard Institutional Money
Market Portfolio $ - $ - $ -
Vanguard Money Market Reserves -
Prime Portfolio - Short Term
Investment Fund Account - - -
Vanguard Institutional Index Fund - - -
Tribune Company Stock Fund - - -
Vanguard/Wellington Fund - - -
Vanguard International Growth Portfolio - - -
Vanguard Bond Index Fund 6,660,030 - -
Vanguard Explorer Fund - 5,742,382 -
Participant loans - - 7,812,344
Receivables:
Contributions from participants 5,240 9,760 -
Contributions from Tribune Company 758 1,383 -
---------- ---------- ----------
Net assets available for benefits $6,666,028 $5,753,525 $7,812,344
========== ========== ==========
</TABLE>
10
<PAGE>
NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND (continued)
- ----------------------------------------------------------------
December 31, 1996
<TABLE>
<CAPTION>
Vanguard
Institutional Vanguard Tribune Vanguard Vanguard
Money Institutional Company Vanguard/ International Bond
Market Index Stock Wellington Growth Index Participant
Total Portfolio Fund Fund Fund Portfolio Fund Loans
------------ ----------- ------------ ----------- ----------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Vanguard Institutional
Money Market Portfolio $ 55,890,958 $55,890,958 $ - $ - $ - $ - $ - $ -
Vanguard Money Market
Reserves - Prime
Portfolio - Short Term
Investment Fund Account 72,163 72,163 - - - - - -
Vanguard Institutional
Index Fund 114,472,151 - 114,472,151 - - - - -
Tribune Company 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 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 $55,989,371 $114,577,876 $79,017,699 $52,009,553 $9,644,828 $3,961,432 $74,043
============ =========== ============ =========== =========== ========== ========== =======
</TABLE>
11
<PAGE>
NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
- ---------------------------------------------------------------------------
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Vanguard
Institutional Vanguard Tribune Vanguard
Money Institutional Company Vanguard/ International
Market Index Stock Wellington Growth
Total Portfolio Fund Fund Fund Portfolio
------------ ----------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net investment income:
Interest and dividends $ 14,833,103 $ 3,029,998 $ 3,478,940 $ 1,164,975 $ 5,299,435 $ 535,449
Net realized gain (loss) on
sale of investments 9,774,449 - 3,911,841 4,623,295 1,077,094 81,167
Change in unrealized appreciation
(depreciation) of investments 72,321,567 - 30,192,259 37,416,245 5,357,882 (449,498)
------------ ----------- ------------ ------------ ----------- -----------
Net investment income 96,929,119 3,029,998 37,583,040 43,204,515 11,734,411 167,118
Contributions from
participants 20,362,523 2,078,673 8,036,046 3,649,373 4,038,982 1,498,305
Contributions from Tribune
Company 2,520,843 289,849 1,039,725 458,439 494,679 159,868
Transfer of assets from
other benefit plans 8,225,193 1,203,178 3,110,215 - - 805,949
Interfund transfers - 1,144,521 (4,949,556) (6,165,263) (3,038,047) 861,256
Distributions to participants
or their beneficiaries (27,170,847) (7,219,511) (8,077,855) (7,259,180) (2,759,559) (457,127)
Administrative fees (380,026) (58,877) (142,610) (95,748) (60,736) (13,688)
------------ ----------- ------------ ------------ ----------- ----------
Increase in net assets
available for benefits 100,486,805 467,831 36,599,005 33,792,136 10,409,730 3,021,681
Net assets available for benefits:
Beginning of year 315,274,802 55,989,371 114,577,876 79,017,699 52,009,553 9,644,828
------------ ----------- ------------ ------------ ----------- -----------
End of year $415,761,607 $56,457,202 $151,176,881 $112,809,835 $62,419,283 $12,666,509
============ =========== ============ ============ =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Vanguard
Bond Vanguard
Index Explorer Participant
Fund Fund Loans
---------- ---------- ----------
<S> <C> <C> <C>
Net investment income (continued):
Interest and dividends $ 301,463 $ 576,665 $ 446,178
Net realized gain (loss) on
sale of investments (4,994) 86,046 -
Change in unrealized appreciation
(depreciation) of investments 138,555 (333,876) -
---------- ---------- ----------
Net investment income 435,024 328,835 446,178
Contributions from
participants 638,361 422,783 -
Contributions from Tribune
Company 38,610 39,673 -
Transfer of assets from
other benefit plans 752,186 2,287,948 65,717
Interfund transfers 1,705,505 2,988,678 7,452,906
Distributions to participants
or their beneficiaries (860,015) (311,100) (226,500)
Administrative fees (5,075) (3,292) -
---------- --------- ----------
Increase in net assets
available for benefits 2,704,596 5,753,525 7,738,301
Net assets available for benefits:
Beginning of year 3,961,432 - 74,043
---------- ---------- ----------
End of year $6,666,028 $5,753,525 $7,812,344
========== ========== ==========
</TABLE>
12
<PAGE>
NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
- ---------------------------------------------------------------------------
(continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Vanguard
Institutional Vanguard Tribune Vanguard Vanguard
Money Institutional Company Vanguard/ International Bond
Market Index Stock Wellington Growth Index Participant
Total Portfolio Fund Fund Fund Portfolio Fund Loans
------------ ----------- ------------ ----------- ----------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net investment income:
Interest and dividends $ 8,633,639 $ 2,955,886 $ 2,184,132 $ 1,131,601 $ 2,049,332 $ 106,258 $ 199,503 $ 6,927
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 2,955,886 21,204,516 17,387,781 7,575,522 1,063,694 142,266 6,927
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 5,584,817 585,044 3,750,278 - 811,132 209,522 190,464 38,377
Interfund transfers - (3,029,866) 104,682 3,094,519 (2,679,918) 1,823,583 723,476 (36,476)
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 (4,848,613) 26,779,278 19,003,711 6,332,921 3,847,756 1,191,591 8,828
Net assets available for
benefits:
Beginning of year 262,959,330 60,837,984 87,798,598 60,013,988 45,676,632 5,797,072 2,769,841 65,215
------------ ----------- ------------ ----------- ----------- ---------- ---------- -------
End of year $315,274,802 $55,989,371 $114,577,876 $79,017,699 $52,009,553 $9,644,828 $3,961,432 $74,043
============ =========== ============ =========== =========== ========== ========== =======
</TABLE>
13
<PAGE>
SCHEDULE I
----------
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1997
<TABLE>
<CAPTION>
Shares/Units or Current
Identity of Issue or Borrower Interest Rate Cost Value
---------------------------------------------------------- --------------- ------------ ------------
<S> <C> <C> <C>
* Vanguard Institutional Money Market Portfolio 56,117,756 $ 56,117,756 $ 56,117,756
* Vanguard Money Market Reserves - Prime Portfolio -
Short Term Investment Fund Account 311,363 311,363 311,363
* Vanguard Institutional Index Fund 1,686,347 107,529,939 151,029,280
* Tribune Company Stock Fund 5,981,086 41,126,280 112,743,469
* Vanguard/Wellington Fund 2,117,121 49,680,654 62,349,227
* Vanguard International Growth Portfolio 771,071 12,194,696 12,637,850
* Vanguard Bond Index Fund 660,062 6,495,407 6,660,030
* Vanguard Explorer Fund 103,841 6,076,258 5,742,382
* Participant loans receivable maturing from June 1998
to February 2003 8.00% - 10.35% 7,812,344 7,812,344
------------ ------------
Total Assets Held for Investment Purposes $287,344,697 $415,403,701
============ ============
</TABLE>
* Party-in-interest
14
<PAGE>
SCHEDULE II
-----------
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Expenses
Incurred in Current Value
Connection of Asset on Net
Identity of Purchase Selling Lease with Cost of Transaction Realized
Party Involved Description of Assets Price Price Rental Transaction Asset Date Gain
- ------------------ --------------------- ----------- ----------- ------ ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vanguard Fiduciary Vanguard Institutional
Trust Company Money Market Portfolio $39,482,658 $39,482,658 $39,482,658
Vanguard Fiduciary Vanguard Institutional
Trust Company Money Market Portfolio $39,255,860 39,255,860 39,255,860 -
Vanguard Fiduciary Vanguard Institutional
Trust Company Index Fund 32,224,324 32,224,324 32,224,324
Vanguard Fiduciary Vanguard Institutional
Trust Company Index Fund 29,733,641 22,483,244 29,733,641 7,250,397
Vanguard Fiduciary Tribune Company
Trust Company Stock Fund 23,273,487 23,273,487 23,273,487
Vanguard Fiduciary Tribune Company
Trust Company Stock Fund 31,547,751 12,264,872 31,547,751 19,282,879
Vanguard Fiduciary Vanguard/
Trust Company Wellington Fund 18,087,442 18,087,442 18,087,442
Vanguard Fiduciary Vanguard/
Trust Company Wellington Fund 14,128,298 10,955,862 14,128,298 3,172,436
</TABLE>
15
