================================================================================
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 27, 1998 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
6 1/4% Exchangeable Notes Due August 15, 2001 New York 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 and non-voting common
equity held by non-affiliates on June 18, 1999, 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 $8,228,000,000.
At June 18, 1999 there were 118,591,079 shares of the Company's Common
Stock outstanding.
The following documents are incorporated by reference, in part:
1998 Annual Report to Shareholders (Parts I and II, to the extent
described therein).
Definitive Proxy Statement for the May 4, 1999 Annual Meeting of
Shareholders (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
1998 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, 1999 /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 Nos.
333-18921, 333-66077 and 333-74961) 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 24, 1999
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/ PricewaterhouseCoopers LLP
- ------------------------------
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
June 24, 1999
EXHIBIT 99
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1998 AND 1997
<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, 1998 and 1997 3
Statements of changes in net assets available for benefits
for the years ended December 31, 1998 and 1997 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, 1998
and 1997, 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 audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental Schedules I and II are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the ERISA Act of 1974. These supplementary schedules are the responsibility of
the Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
June 24, 1999
2
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
---------------------------
1998 1997
------------ ------------
<S> <C> <C>
Assets:
Investments, at fair value:
Vanguard Prime Money Market Fund Institutional Shares,
at cost which approximates fair value (par $1) $ 64,443,202 $ 56,117,756
Vanguard Money Market Reserves - Prime Portfolio -
Short Term Investment Fund Account, at cost which
approximates fair value (par $1) 39,962 311,363
Vanguard Institutional Index Fund; 1,647,748 units and 1,686,347 units,
respectively (cost-$115,772,448 and $107,529,939, respectively; net
asset value per unit-$112.85 and $89.56, respectively) 185,948,355 151,029,280
Tribune Company Stock Fund; 5,783,853 units and 5,981,086 units,
respectively (cost-$57,051,748 and $41,126,280, respectively; unit
price-$19.99 and $18.85, respectively) 115,619,224 112,743,469
Vanguard Wellington Fund; 2,251,222 units and 2,117,121
units, respectively (cost-$56,734,720 and $49,680,654,
respectively; net asset value per unit-$29.35 and $29.45,
respectively) 66,073,367 62,349,227
Vanguard International Growth Fund; 668,673 units and
771,071 units, respectively (cost-$11,003,935 and
$12,194,696, respectively; net asset value per unit-$18.77
and $16.39, respectively) 12,550,997 12,637,850
Vanguard Total Bond Market Index Fund; 913,777 units and 660,062 units,
respectively (cost-$9,213,970 and $6,495,407, respectively; net asset
value per unit-$10.27 and $10.09, respectively) 9,384,485 6,660,030
Vanguard Explorer Fund; 91,115 units and 103,841 units,
respectively; (cost-$5,084,170; and $6,076,258 respectively;
net asset value per unit-$56.71 and $55.30, respectively) 5,167,110 5,742,382
Participant loans 8,787,610 7,812,344
Receivables:
Contributions from participants 176,443 312,685
Contributions from Tribune Company 24,627 45,221
------------ ------------
Net assets available for benefits $468,215,382 $415,761,607
============ ============
</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,
------------------------------
1998 1997
------------ ------------
<S> <C> <C>
Net investment income:
Interest and dividends $ 16,766,197 $ 14,833,103
Net realized gain on sale of investments 4,286,659 9,774,449
Change in unrealized appreciation of investments 42,840,337 72,321,567
------------ ------------
Net investment income 63,893,193 96,929,119
Contributions from participants 22,563,407 20,362,523
Contributions from Tribune Company 2,808,212 2,520,843
Transfer of assets from other benefit plans 2,417,981 8,225,193
Distributions to participants or their beneficiaries (38,797,011) (27,170,847)
Administrative fees (432,007) (380,026)
------------ ------------
Increase in net assets available for benefits 52,453,775 100,486,805
Net assets available for benefits:
Beginning of year 415,761,607 315,274,802
------------ ------------
End of year $468,215,382 $415,761,607
============ ============
</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, 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. ("RCC"). 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 ("DCRP") 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 1998, assets of $1,006,366 were transferred into the Plan from the DCRP,
representing contributions from the Contributing Employers to RCC employees, who
were ineligible to participate in the Company's Employee Stock Ownership Plan
("ESOP") during 1997.
5
<PAGE>
Pursuant to the Internal Revenue Code ("IRC") Section 401(a)(28), participants
in the ESOP who are at least age 55 and have 10 or more years of ESOP
participation are eligible to transfer a portion of their ESOP account balance
to the Plan. Participants transferred assets of $1,411,615 from their ESOP
account balances into the Plan during 1998.
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 Prime Money Market Fund Institutional Shares, 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. The Vanguard
Prime Money Market Fund Institutional Shares also reserves the right
to invest, to a limited extent, in stock futures and options
contracts, warrants, convertible securities and swap agreements,
which are types of derivatives;
(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 reserves the right to invest, to a
limited extent, in stock futures and options contracts, warrants,
convertible securities and swap agreements;
(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 and is available
exclusively to Plan participants. The share price of Tribune Company
common stock at December 31, 1998 and December 31, 1997 was $66.00
and $62.25, respectively;
6
<PAGE>
(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. The Vanguard Wellington Fund also
reserves the right to invest, to a limited extent, in stock futures
and options contracts, warrants, convertible securities and swap
agreements;
(e) The Vanguard International Growth Fund, 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 Total Bond Market 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. Small companies are defined as those with total market values
of $100 million to $1 billion. The Vanguard Explorer Fund was added
to the Plan effective January 1, 1997.
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. 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 single
sum payment. Participants whose employment terminates due to retirement,
disability or death may elect to receive their account balances in substantially
equal installments over a fixed period, in lieu of a single 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.
7
<PAGE>
Withdrawals
- -----------
Participants who are totally and permanently disabled may elect to withdraw
their account balances through written notice to the Tribune Company Employee
Benefits Committee 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. A participant may make only
one hardship withdrawal during any Plan year. Participants who make hardship
withdrawals will cease to be eligible to make salary reduction contributions for
one year.
Participant loans
- -----------------
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% 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 are paid
ratably through payroll deductions.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------
Basis of accounting
- -------------------
The financial statements of the Plan are presented on the accrual basis of
accounting.
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).
8
<PAGE>
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, 1998, and December 31, 1997, were $2,027,712 and
$1,169,244, respectively.
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
-----------------------------
1998 1997
------------ ------------
<S> <C> <C>
Net assets available for benefits per the financial statements $468,215,382 $415,761,607
Amounts allocated to withdrawing participants (2,027,712) (1,169,244)
------------ ------------
Net assets available for benefits per the Form 5500 $466,187,670 $414,592,363
============ ============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31, 1998
-----------------
Benefits paid to participants per the financial statements $38,797,011
Add: Amounts allocated to withdrawing participants
at December 31, 1998 2,027,712
Less: Amounts allocated to withdrawing participants
at December 31, 1997 (1,169,244)
-----------
Benefits paid to participants per the Form 5500 $39,655,479
===========
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.
Use of estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of additions and deductions during the reporting period.
Actual results could differ from those estimates.
9
<PAGE>
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 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.
10
<PAGE>
NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
- ----------------------------------------------------------------
December 31, 1998
<TABLE>
<CAPTION>
Vanguard
Prime Money Vanguard Tribune Vanguard
Market Fund Institutional Company Vanguard International
Institutional Index Stock Wellington Growth
Total Shares Fund Fund Fund Fund
------------ ------------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Vanguard Prime Money Market
Fund Institutional Shares $ 64,443,202 $64,443,202 $ - $ - $ - $ -
Vanguard Money Market Reserves -
Prime Portfolio - Short Term
Investment Fund Account 39,962 39,962 - - - -
Vanguard Institutional Index Fund 185,948,355 - 185,948,355 - - -
Tribune Company Stock Fund 115,619,224 - - 115,619,224 - -
Vanguard Wellington Fund 66,073,367 - - - 66,073,367 -
Vanguard International Growth Fund 12,550,997 - - - - 12,550,997
Vanguard Total Bond Market Index Fund 9,384,485 - - - - -
Vanguard Explorer Fund 5,167,110 - - - - -
Participant loans 8,787,610 - - - - -
Receivables:
Contributions from participants 176,443 18,124 72,640 37,984 30,918 9,043
Contributions from Tribune Company 24,627 2,768 9,646 5,631 4,293 1,219
------------ ----------- ------------ ------------ ----------- -----------
Net assets available for benefits $468,215,382 $64,504,056 $186,030,641 $115,662,839 $66,108,578 $12,561,259
============ =========== ============ ============ =========== ===========
</TABLE>
Vanguard
Total Bond
Market Vanguard
Index Explorer Participant
Fund Fund Loans
---------- ---------- ----------
Assets:
Investments, at fair value:
Vanguard Prime Money Market
Fund Institutional Shares $ - $ - $ -
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 Fund - - -
Vanguard Total Bond Market Index Fund 9,384,485 - -
Vanguard Explorer Fund - 5,167,110 -
Participant loans - - 8,787,610
Receivables:
Contributions from participants 3,737 3,997 -
Contributions from Tribune Company 530 540 -
---------- ---------- ----------
Net assets available for benefits $9,388,752 $5,171,647 $8,787,610
========== ========== ==========
11
<PAGE>
NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND (continued)
- ----------------------------------------------------------------
December 31, 1997
<TABLE>
<CAPTION>
Vanguard
Prime Money Vanguard Tribune Vanguard
Market Fund Institutional Company Vanguard International
Institutional Index Stock Wellington Growth
Total Shares Fund Fund Fund Fund
------------ ----------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Vanguard Prime Money Market
Fund Institutional Shares $ 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 Fund 12,637,850 - - - - 12,637,850
Vanguard Total Bond Market 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>
Vanguard
Total Bond
Market Vanguard
Index Explorer Participant
Fund Fund Loans
---------- ---------- -----------
Assets:
Investments, at fair value:
Vanguard Prime Money Market
Fund Institutional Shares $ - $ - $ -
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 Fund - - -
Vanguard Total Bond Market 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
========== ========== ==========
12
<PAGE>
NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
- ---------------------------------------------------------------------------
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Vanguard
Prime Money Vanguard Tribune Vanguard
Market Fund Institutional Company Vanguard International
Institutional Index Stock Wellington Growth
Total Shares Fund Fund Fund Fund
------------ ----------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net investment income:
Interest and dividends $ 16,766,197 $ 2,991,119 $ 3,784,732 $ 1,189,920 $ 7,316,867 $ 247,554
Net realized gain (loss) on sale
of investments 4,286,659 - 2,853,212 654,347 485,239 322,607
Change in unrealized appreciation
(depreciation) of investments 42,840,337 - 34,995,475 6,919,227 (660,558) 1,272,436
------------ ----------- ------------ ------------ ----------- -----------
Net investment income 63,893,193 2,991,119 41,633,419 8,763,494 7,141,548 1,842,597
Contributions from participants 22,563,407 2,113,795 9,155,983 4,714,970 4,116,608 1,333,524
Contributions from Tribune Company 2,808,212 264,557 1,142,638 595,515 519,089 155,963
Transfer of assets from
other benefit plans 2,417,981 527,162 1,143,919 - 464,949 108,164
Interfund transfers - 12,845,560 (6,977,881) (1,461,189) (4,246,179) (2,334,431)
Distributions to participants
or their beneficiaries (38,797,011) (10,639,479) (11,075,446) (9,642,711) (4,241,610) (1,198,590)
Administrative fees (432,007) (55,860) (168,872) (117,075) (65,110) (12,477)
------------ ----------- ------------ ------------ ----------- -----------
Increase (decrease) in net assets
available for benefits 52,453,775 8,046,854 34,853,760 2,853,004 3,689,295 (105,250)
Net assets available for benefits:
Beginning of year 415,761,607 56,457,202 151,176,881 112,809,835 62,419,283 12,666,509
------------ ----------- ------------ ------------ ----------- -----------
End of year $468,215,382 $64,504,056 $186,030,641 $115,662,839 $66,108,578 $12,561,259
============ =========== ============ ============ =========== ===========
</TABLE>
Vanguard
Total Bond
Market Vanguard
Index Explorer Participant
Fund Fund Loans
---------- ----------- -----------
Net investment income:
Interest and dividends $ 497,479 $ 45,820 $ 692,706
Net realized gain (loss) on sale
of investments 35,317 (64,063) -
Change in unrealized appreciation
(depreciation) of investments 81,690 232,067 -
---------- ---------- -----------
Net investment income 614,486 213,824 692,706
Contributions from participants 473,065 655,462 -
Contributions from Tribune Company 55,107 75,343 -
Transfer of assets from
other benefit plans 110,166 63,621 -
Interfund transfers 2,211,778 (989,216) 951,558
Distributions to participants
or their beneficiaries (734,126) (596,051) (668,998)
Administrative fees (7,752) (4,861) -
---------- ---------- ----------
Increase (decrease) in net assets
available for benefits 2,722,724 (581,878) 975,266
Net assets available for benefits:
Beginning of year 6,666,028 5,753,525 7,812,344
---------- ---------- ----------
End of year $9,388,752 $5,171,647 $8,787,610
========== ========== ==========
13
<PAGE>
NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR
- ----------------------------------------------------------
BENEFITS BY FUND (continued)
- ----------------
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Vanguard
Prime Money Vanguard Tribune Vanguard
Market Fund Institutional Company Vanguard International
Institutional Index Stock Wellington Growth
Total Shares Fund Fund Fund Fund
------------ ----------- ------------ ------------ ----------- -----------
<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>
Vanguard
Total Bond
Market Vanguard
Index Explorer Participant
Fund Fund Loans
---------- --------- ----------
Net investment income:
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
========== ========== ==========
14
<PAGE>
SCHEDULE I
----------
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1998
<TABLE>
<CAPTION>
Shares/Units or Current
Identity of Issue or Borrower Interest Rate Cost Value
- --------------------------------------------------------- --------------- ------------ ------------
<S> <C> <C> <C>
* Vanguard Prime Money Market Fund Institutional Shares 64,443,202 $ 64,443,202 $ 64,443,202
* Vanguard Money Market Reserves - Prime Portfolio - 39,962 39,962 39,962
STIF Account
* Vanguard Institutional Index Fund 1,647,748 115,772,448 185,948,355
* Tribune Company Stock Fund 5,783,853 57,051,748 115,619,224
* Vanguard Wellington Fund 2,251,222 56,734,720 66,073,367
* Vanguard International Growth Fund 668,673 11,003,935 12,550,997
* Vanguard Total Bond Market Index Fund 913,777 9,213,970 9,384,485
* Vanguard Explorer Fund 91,115 5,084,170 5,167,110
* Participant loans receivable maturing from March 1999
to March 2004 7.75% - 10.35% - 8,787,610
------------ ------------
Total Assets Held for Investment Purposes $319,344,155 $468,014,312
============ ============
* Party-in-interest
</TABLE>
15
<PAGE>
SCHEDULE II
-----------
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Expenses Current Value
Incurred Historical of Asset on Net
Identity of Purchase Selling Lease with Cost of Transaction Realized
Party Involved Description of Asset Price Price Rental Transaction Asset Date Gain
- ------------------ -------------------- ----------- ----------- ------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vanguard Fiduciary Vanguard Prime Money Market
Trust Company Fund Institutional Shares $46,414,189 $46,414,189 $46,414,189
Vanguard Fiduciary Vanguard Prime Money Market
Trust Company Fund Institutional Shares $38,088,743 38,088,743 38,088,743 -
Vanguard Fiduciary Tribune Company
Trust Company Stock Fund 33,144,351 33,144,351 33,144,351
Vanguard Fiduciary Tribune Company
Trust Company Stock Fund 37,842,170 17,218,883 37,842,170 20,623,287
Vanguard Fiduciary Vanguard Institutional
Trust Company Index Fund 31,527,552 31,527,552 31,527,552
Vanguard Fiduciary Vanguard Institutional
Trust Company Index Fund 34,457,165 23,285,044 34,457,165 11,172,121
Vanguard Fiduciary Vanguard Wellington Fund
Trust Company 18,907,298 18,907,298 18,907,298
Vanguard Fiduciary Vanguard Wellington Fund
Trust Company 15,007,839 11,853,232 15,007,839 3,154,607
</TABLE>
16
