<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] Annual Report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 [No Fee Required, Effective October 7, 1996] For the fiscal
year ended December 31, 1999.
or
[ ] Transition Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] For the transition period from
_______________ to _______________.
Commission File Number 1-8572
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
TIMES MIRROR SAVINGS PLUS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
TRIBUNE COMPANY
435 North Michigan Avenue, Chicago, Illinois 60611
<PAGE> 2
INTRODUCTION
Tribune Company, a Delaware corporation, maintains the Times Mirror Savings Plus
Plan (the "Plan"). The Plan includes a cash or deferred arrangement plan
intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue
Code of 1986, as amended.
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements: These documents are listed in the Index to
Financial Statements.
(b) Exhibits:
(A) Consent of Ernst & Young LLP, Independent Auditors.
2
<PAGE> 3
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Report of Independent Auditors ......................................................... 5
Statements of Net Assets Available for Benefits ....................................... 6
Statements of Changes in Net Assets Available for Benefits ............................ 7
Notes to Financial Statements .......................................................... 8
Supplemental Schedule
Schedule H - Line 4i: Schedule of Assets Held for Investment Purposes at End of Year .. 15
</TABLE>
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Times Mirror Plan Administration Committee has duly caused this Annual Report on
Form 11-K for the year ended December 31, 1999 to be signed on its behalf by the
undersigned thereunto duly authorized.
Times Mirror Savings Plus Plan
------------------------------
(Name of Plan)
Times Mirror Plan Administration Committee
DATE: June 23, 2000
By /s/ EFREM ZIMBALIST III
---------------------------
Efrem Zimbalist III
Member of the Plan
Administration Committee
4
<PAGE> 5
REPORT OF INDEPENDENT AUDITORS
Plan Administration Committee
Times Mirror Savings Plus Plan
We have audited the accompanying statements of net assets available for benefits
of Times Mirror Savings Plus Plan as of December 31, 1999 and 1998, and the
related statements of changes in net assets available for benefits for the years
then ended. 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 in accordance with auditing standards generally accepted
in the United States. Those standards 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. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999 is presented
for purposes of additional analysis and is not a required part of the financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
Los Angeles, California /s/ ERNST & YOUNG LLP
June 23, 2000 --------------------------
5
<PAGE> 6
TIMES MIRROR SAVINGS PLUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Thousands of dollars)
<TABLE>
<CAPTION>
December 31
---------------------------------
1999 1998
---------------- ---------------
<S> <C> <C>
ASSETS
Investments at fair value--Note C
Common collective trusts $ 141,613 $119,816
Mutual funds 461,476 382,835
Common stocks 229,907 197,707
Fidelity Management Trust Company
Institutional Cash Portfolio 14,078 5,244
Participant loans 30,952 29,491
---------- --------
878,026 735,093
Investments at contract value--Note D
Guaranteed Investment Contracts 52,922 59,962
Synthetic Contracts 73,714 57,036
---------- --------
1,004,662 852,091
Receivables:
Interest receivable 49 34
Due from broker for securities sold 376 555
---------- --------
Total Assets 1,005,087 852,680
LIABILITIES
Investment management fee payable 217 134
Due to broker for securities purchased 435 197
---------- --------
Total Liabilities 652 331
---------- --------
NET ASSETS AVAILABLE
FOR BENEFITS $1,004,435 $852,349
========== ========
</TABLE>
See notes to financial statements.
6
<PAGE> 7
TIMES MIRROR SAVINGS PLUS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Thousands of dollars)
<TABLE>
<CAPTION>
Year Ended December 31
----------------------------------
1999 1998
----------------- ----------------
<S> <C> <C>
ADDITIONS
Investment Income:
Net appreciation in fair value of
investments--Note C $ 118,952 $ 84,794
Interest and dividends 37,570 28,712
Expenses:
Investment management fees (114) (88)
----------- ---------
Net Investment Income 156,408 113,418
Contributions from participants 44,141 41,590
Contributions from The Times
Mirror Company 15,230 14,750
Rollovers from participants 3,239 7,818
Transfer of assets--Note G 7,761 11,134
----------- ---------
Total Additions 226,779 188,710
DEDUCTIONS
Distributions to participants (74,693) (46,702)
----------- ---------
Net Increase 152,086 142,008
NET ASSETS AVAILABLE FOR BENEFITS
AT BEGINNING OF YEAR 852,349 710,341
----------- ---------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $ 1,004,435 $ 852,349
=========== =========
</TABLE>
See notes to financial statements.
7
<PAGE> 8
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE A - ACCOUNTING POLICIES
Valuation of Assets: Investments, excluding fully benefit responsive investment
contracts and synthetic contracts, are stated at fair value. The fair value of
the shares of common stock and of the participation units owned by the Times
Mirror Savings Plus Plan (the Plan) in mutual funds and in the collective trust
funds is based on the quoted market and redemption values on the last business
day of the Plan year. Investment contracts held by the Plan are fully benefit
responsive and are stated at contract value. Contract value consists of amounts
invested (net of withdrawals) plus reinvested earnings. The fair value of
participant loans is based on outstanding principal balances which approximate
fair value due to loan interest rates approximating market rates.
Income Recognition: Purchases and sales of securities are recorded on a
trade-date basis. The cost of investments sold is determined on the specific
identification method. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
Expenses: Investment management fees, brokerage commissions and other fees and
expenses charged by outside investment managers are deducted from investment
returns received by participants. All other expenses associated with the
operation and administration of the Plan are borne by the participating
subsidiaries.
Reclassifications: Certain amounts in the 1998 financial statements have been
reclassified to conform to the 1999 presentation.
Use of Estimates: Financial statements prepared in accordance with accounting
principles generally accepted in the United States require management to make
estimates and judgments that affect amounts and disclosures reported in the
financial statements. Actual results could differ from those estimates, although
management does not believe that any differences would materially affect the
Plan's financial position or reported results.
NOTE B - DESCRIPTION OF THE PLAN
The Plan is a 401(k) cash or deferred defined contribution plan. Employees of
The Times Mirror Company (the Company) and its subsidiaries which have been
approved for participation in the Plan are generally eligible to participate if
they are at least 21 years of age and have one year of eligibility service. At
December 31, 1999 and 1998, approximately 11,200 and 9,500 employees,
respectively, were participating in the Plan.
Eligible employees may defer from 1% to 6% of basic compensation on a before-tax
basis. This basic deferral is 50% matched by the participating subsidiary. Most
participants may also defer supplemental amounts from 1% to 9% of basic
compensation on a before-tax basis, for a total before-tax deferral of up to
15%. Higher-paid participants are restricted to a maximum 4% supplemental
deferral. Participants may elect to contribute an additional 1% to 15% of basic
compensation on an after-tax basis. Higher-paid participants may not contribute
on an after-tax basis. Any combination of before-tax and after-tax savings may
be used; however, the total savings cannot exceed 15% of basic compensation.
Supplemental before-tax deferrals and after-tax contributions are not matched by
the participating company. Participants may change their deferral and/or after
8
<PAGE> 9
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE B - DESCRIPTION OF THE PLAN (Continued)
tax contribution elections at any time. Participant deferrals, after tax
contributions and Company matching contributions are invested as directed by the
individual participant in any or all of the investment funds, in 1% increments,
to total 100%. Changes to investment elections and reallocations among
investment funds may be made at any time.
The Tax Reform Act of 1986 limits before-tax deferrals by participants to
$10,000 in 1999 and 1998. This limit is adjusted periodically for increases in
the cost of living. Deferrals and contributions of participants who do not make
investment elections are invested 100% in the Income Fund.
The Plan's investments are held by Fidelity Management Trust Company, the Plan's
Trustee.
The investment fund options are as follows:
Income Fund: invests in investment contracts offered by major insurance
companies and other approved financial institutions, and short-term
investments;
INVESCO Balanced Commingled Pool: a common collective trust fund that
invests, typically, 30% in stocks and 30% in bonds, with the remaining 40%
spread between stocks and bonds. May also invest in foreign securities;
Fidelity Growth & Income Portfolio: a mutual fund that invests mainly in
U.S. stocks. May also invest in bonds as well as foreign stocks;
Fidelity U.S. Equity Index Commingled Pool: a common collective trust fund
that invests primarily in the common stocks of the companies that make up
the S&P 500;
PBHG Growth Fund: a mutual fund that invests primarily in common stocks of
small and medium sized U.S. companies;
PBHG Emerging Growth Fund: a mutual fund that invests primarily in common
stocks of micro and small sized U.S. growth companies;
Fidelity Diversified International Fund: a mutual fund that invests at
least 65% of its assets in stocks of companies located outside the U.S.
that are included in the Morgan Stanley Europe, Australia, Far East Index
(EAFE);
Fidelity Retirement Money Market Portfolio: a money market fund that
invests in high-quality, short-term market instruments. Investments include
short-term corporate obligations, U.S. government obligations, and others
such as certificates of deposit, bankers' acceptances, and time deposits.
Assets of the fund are invested in money market instruments that generally
mature within one year;
PIMCO Total Return Fund: a bond fund that seeks total return consistent
with preservation of capital. The fund invests 65% of assets in debt
securities, including U.S. government securities, corporate bonds, and
mortgage-related securities. The portfolio duration generally ranges from
three to six years;
9
<PAGE> 10
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE B - DESCRIPTION OF THE PLAN (Continued)
MAS Mid-Cap Value Portfolio: a mutual fund that invests in equity of
mid-size companies that are undervalued. The style of the fund is value
oriented, with emphasis on low P/E ratios;
Brinson U.S. Equity Fund: a mutual fund that seeks capital appreciation and
income while controlling risk. The fund invests in undervalued companies
which have the ability to generate profit and grow business into the
future. The investment selection process includes both mid-size and
large-cap companies and emphasizes individual company research;
Company Stock Fund: invests primarily in the Company's Series A Common
Stock and holds the Company's Series C Common Stock. Participants cannot
acquire more shares of Series C Common Stock since Series C Common Stock is
not publicly traded. See Note C for further information on Series C Common
Stock;
Cox Stock Fund: holds shares of Cox Communications, Inc. Class A Common
Stock which was obtained on February 1, 1995 pursuant to the merger of the
Company's cable television operations with Cox Communications, Inc. (Cox).
Participants can retain their Cox shares or may reallocate their investment
into any of the other available investment funds. Participants are not
allowed to make new investments in the Cox Stock Fund. Dividends and
interest earned by this fund, if any, are reinvested in the Company's
Series A Common Stock.
Cash and short-term marketable securities may be held in any or all of these
funds pending investment, and/or to facilitate distributions and reallocations.
For years prior to January 1, 1987, a tax incentive payroll stock ownership
contribution (PAYSOP) was made by participating subsidiaries for employees who
were actively deferring before-tax monies into the Plan and were still employed
at the end of the applicable year. The Tax Reform Act of 1986 (the Act) repealed
the 1/2% tax credit for PAYSOP's effective January 1, 1987, accordingly, PAYSOP
contributions have not been made for any year subsequent to December 31, 1986.
Effective January 1, 1996, participants who are over age 55 as of the beginning
of each year and who are participants in the PAYSOP are eligible to diversify a
portion of their PAYSOP account balances into other investment funds within the
Plan.
Participants are 100% vested in their before-tax and after-tax account balances
at all times. A participant who is still employed by the Company is 100% vested
in the Company matching account at the earliest of: 3 years of vesting service;
age 65; total and permanent disability; or death. Forfeited Company matching
contributions remain in the Plan and are used by participating subsidiaries to
offset future required matching contributions. Participants are 100% vested in
their PAYSOP accounts.
Distributions of vested account balances are generally made to participants
following termination of employment or to the designated beneficiary following a
participant's death. Distributions may be made in cash or a combination of cash
and stock, depending on which funds the participant holds investments. Effective
April 1, 1997 participants may make voluntary withdrawals of after-tax or
rollover account balances at any time. Under
10
<PAGE> 11
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE B - DESCRIPTION OF THE PLAN (Continued)
the Act, withdrawals before age 59-1/2 are generally subject to a 10% federal
penalty, payable by the participant, in addition to any other taxes which the
participant may owe on the withdrawal. Hardship withdrawals of all eligible
vested account balances may be made in limited circumstances, as provided for
under the Act and 401(k) regulations.
Eligible participants may take up to two loans at one time, one of which may be
a home loan. The minimum loan amount is $500 and the maximum loan amount is the
lesser of 50% of the vested account balance less the highest outstanding loan
balance during the most recent 12 month period or $50,000. The interest rate for
a regular loan is Prime, and Prime plus 1% for home loans. Regular loans may be
repaid over a period not to exceed 60 months, while home loans may be repaid
over a period not to exceed 360 months.
Although it has not expressed any intent to do so, the Company has the right to
make changes in the Plan, including, but not limited to, discontinuing its
matching contributions at any time or terminating the Plan subject to provisions
of the Employee Retirement Income Security Act of 1974. In the event of Plan
termination, participants become 100% vested in their accounts.
NOTE C - INVESTMENTS AT FAIR VALUE
The Plan's investments reported at fair value (including investments bought,
sold, as well as held during the year) appreciated (depreciated) as follows (in
thousands):
<TABLE>
<CAPTION>
December 31
---------------------------
1999 1998
---------------- ---------
<S> <C> <C>
INVESCO Balanced Commingled Pool $ (451) $ 10,827
Fidelity Growth & Income Portfolio 8,403 45,982
Fidelity U.S. Equity Index Commingled Pool 9,041 4,637
PBHG Growth Fund 8,467 90
PBHG Emerging Growth Fund 3,260 210
Fidelity Diversified International Fund 36,773 7,987
Times Mirror Company:
Series A Common Stock 23,196 (12,190)
Series C Common Stock 1,518 (915)
Cox Communications, Inc. Class A Common Stock 29,173 28,166
MAS Mid-Cap Value Portfolio (124) --
PIMCO Total Return Fund (40) --
Brinson U.S. Equity Fund (264) --
--------- --------
$ 118,952 $ 84,794
========= ========
</TABLE>
Shares of Times Mirror Company Series A and Series C Common Stock are identical,
except with respect to voting rights, restrictions on transfer of Series C
shares, and the right to convert Series C shares into shares of Series A Common
Stock. The Series C shares are subject to mandatory conversion into Series A
shares upon transfer to any person other than a "Permitted Transferee" as
defined in the Company's Certificate of Incorporation or upon the occurrence of
certain regulatory events.
11
<PAGE> 12
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE C - INVESTMENTS AT FAIR VALUE (Continued)
Because Series C Common Stock is not traded but is convertible into Series A
Common Stock, the market value of both Series A and Series C Common Stock is the
per share price of Times Mirror Company Series A Common Stock on the last
business day of the Plan year.
NOTE D - INVESTMENTS AT CONTRACT VALUE
Assets of the Income Fund are primarily traditional investment contracts and
synthetic investment contracts with insurance companies and banks. Certain
restrictions exist such that penalties may result from termination of the
contracts or early withdrawal of assets by the Plan. All investment contracts
are accounted for at contract value. Each investment contract typically earns a
fixed rate of interest over its term. The contract rate can be adjusted
periodically if the underlying cash flow of the synthetic contract changes.
Fully benefit responsive investment contracts permit and require withdrawals at
contract value for benefit payments, loans, or transfers to other investment
options.
Synthetic contracts are contracts where the underlying assets are managed by a
selected portfolio manager and owned by the Plan, while the contract value is
guaranteed by an outside institution (usually an insurance company or a bank.)
The Plan's investment guidelines for synthetic contracts require that the
financial institution have a minimum credit rating of AA or equivalent. Since
the Plan owns the underlying security in a synthetic contract, the exposure to
the wrap provider (bank or insurance companies) is the difference between the
book value (contract) and fair value.
The average yield for Income Fund investments, comprised primarily of investment
contracts, was 5.9% and 6.2% in 1999 and 1998, respectively. The weighted
average crediting rate for the investment contracts was 6.4% and 6.0% as of
December 31, 1999 and 1998, respectively.
The fair value of the investment contracts, was as follows (in thousands):
<TABLE>
<CAPTION>
December 31
--------------------------------
1999 1998
-------------- ------------
<S> <C> <C>
Guaranteed Investment Contracts $51,977 $ 61,399
Synthetic Contracts 72,688 57,809
Synthetic Wrappers 1,026 (773)
</TABLE>
Guaranteed Investment Contracts: Fair value for guaranteed investment contracts
(GICs) is estimated by taking the contract value at the scheduled maturity date
and calculating the net present value. The discount rate used in the present
value calculation was from an index of GIC rates of approximately the same
maturity.
Synthetic Contract: Fair value is estimated based on the quoted market prices of
the underlying assets. The wrap contract value is $1,026,000 and ($773,000) at
December 31, 1999 and 1998, respectively.
12
<PAGE> 13
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE E - OTHER INFORMATION
The fair value of individual investments that represent 5% or more of the Plan's
net assets was as follows (in thousands of dollars):
<TABLE>
December 31
----------------------------------
1999 1998
------------- ---------------
<S> <C> <C>
INVESCO Balanced Commingled Pool
(2,135,404 and 2,466,522 shares in 1999 and 1998, respectively) $ 79,245 $ 92,273
Fidelity Growth & Income Portfolio
(6,228,005 and 6,147,866 shares in 1999 and 1998, respectively) 293,713 281,818
Fidelity U.S. Equity Index Commingled Pool Fund
(1,482,832 and 790,570 shares in 1999 and 1998, respectively) 62,368 27,543
Fidelity Diversified International Fund
(4,788,110 and 4,879,349 shares in 1999 and 1998, respectively) 122,671 86,462
Times Mirror Company Series A Common Stock
(2,019,744 and 2,200,461 shares in 1999 and 1998, respectively) 135,323 123,226
Cox Communications, Inc. Class A Common Stock
(1,657,509 and 947,125 shares in 1999 and 1998, respectively) 85,362 65,408
</TABLE>
Dividend income on the Company's stock was as follows (in thousands):
<TABLE>
<CAPTION>
December 31
--------------------------
1999 1998
---------- ----------
<S> <C> <C>
Series A Common Stock $1,677 $1,597
Series C Common Stock 118 121
------ ------
$1,795 $1,718
====== ======
</TABLE>
NOTE F - INCOME TAX STATUS
The Company has an Internal Revenue Service determination letter dated August
30, 1996 that ruled the Plan qualifies under Sections 401(a) and 401(k) of the
Internal Revenue Code of 1986, as amended (the Code), and the underlying trust
is, therefore, exempt from Federal income taxes under Section 501(a) of the
Code. The Plan is required to operate in conformity with the Code to maintain
its tax qualification. The Company is not aware of any course of action or
series of events that have occurred which might adversely affect the Plan's
qualified status.
13
<PAGE> 14
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE G - RECEIPTS AND TRANSFERS OF ASSETS
In April 1999, the Plan received net assets of approximately $21,768,000 from
the Hartford Courant Company Employees' Profit Sharing Plan. In June 1999, the
Plan received net assets of approximately $2,050,000 from the Allen
Communication 401(k) Profit Sharing Plan.
In June 1999, net assets of approximately $16,057,000 were transferred to the
Harcourt General, Inc. Employee Savings Plan.
In January 1998, the Plan received $42,000 from the MentorPlus Software, Inc.
401(k) Employee Savings Plan. In February 1998, the Plan received $8,878,000
from the Kaset, Inc. Savings Plan. In July 1998, the Plan received $1,169,000
from the Staywell 401(k) Retirement Plan and $1,045,000 from the Madison
Publishing Corporation Savings and Retirement Plan.
NOTE H - SUBSEQUENT EVENTS
On June 12, 2000, the Company and Tribune Company (Tribune) completed the
merger of the Company into Tribune in a cash and stock transaction. Each share
of Times Mirror common stock (both series A and series C) was converted into 2.5
shares of Tribune common stock, or $95 in cash subject to certain limitations.
Participants were given the choice to either convert their share balance to
Tribune common stock or cash which could then be reallocated to other investment
options. As a result of this change in control of the Company, participants who
were employees as of June 12, 2000 will be 100% vested in their accrued benefits
as of June 12, 2000.
The Plan was amended effective April 1, 2000 to eliminate one-year eligibility
requirements for employee pre-tax contributions.
14
<PAGE> 15
TIMES MIRROR SAVINGS PLUS PLAN EIN #95-4481525; Plan #004
SCHEDULE H-LINE 41: SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR
December 31, 1999
<TABLE>
<CAPTION>
Principal
Amount or
Number of Current
Identity of Issue/Description of Asset Shares/Units Cost Value
---------------------------------------------------------------------- ------------- ---------- ------------
<S> <C> <C> <C>
Guaranteed Investment Contracts:**
Allstate Life Insurance Co., 5.29%, due 10/15/03 $2,127,022 $2,127,022
American International Life Assurance Co., 5.70%, due 3/31/03 2,152,227 2,152,227
Combined Insurance Co. of America, 6.56%, due 7/31/01 2,897,672 2,897,672
Combined Insurance Co. of America, 6.31%, due 2/28/03 1,675,776 1,675,776
GE Life and Annuity Assurance Co., 6.47%, due 5/31/01 2,324,745 2,324,745
GE Life and Annuity Assurance Co., 6.21%, due 12/31/01 1,694,320 1,694,320
John Hancock Mutual Life Insurance Co., 6.77%, due 10/31/01 2,946,171 2,946,171
John Hancock Mutual Life Insurance Co., 6.12%, due 3/29/02 1,663,303 1,663,303
Metropolitan Life Insurance Co., 6.44%, due 3/31/00 2,890,096 2,890,097
Monumental Life Insurance Co., 6.37%, due 2/28/02 2,296,023 2,296,023
New York Life Insurance, 6.03%, due 4/30/03 2,181,884 2,181,884
Ohio National Life Insurance, 5.88%, due 9/2/03 3,233,592 3,233,592
Principal Mutual Life Insurance Co., 6.29%, due 3/31/01 2,548,332 2,548,332
Principal Mutual Life Insurance Co., 6.03%, due 7/31/02 2,181,884 2,181,884
Safeco Life Insurance Co., 5.69%, due 12/26/00 3,159,008 3,159,008
Safeco Life Insurance Co., 5.85%, due 12/16/02 2,121,621 2,121,621
Security Life of Denver Insurance Co., 6.42%, due 8/31/00 2,042,380 2,042,380
Sunamerica Life Insurance Co., 6.26%, due 9/17/01 1,980,565 1,980,565
Sunamerica National Life Insurance Co., 6.18%, due 4/30/02 1,693,353 1,693,353
The Travelers Insurance Co., 6.28%, due 2/28/01 2,291,741 2,291,741
United of Omaha Life Insurance Co., 5.50%, due 7/31/03 3,069,616 3,069,616
American Express, 5.82%, due 4/4/00 3,750,988 3,750,988
Synthetic Contracts:
AIG Financial Products, 5.95%, due 9/16/02 1,523,953 1,488,186
AIG Financial Products, 5.92%, due 8/15/02 1,502,828 1,483,062
Chase Manhattan, 6.67%, due 7/17/00 1,064,585 1,064,534
Chase Manhattan, 6.66%, due 10/16/00 2,082,886 2,083,556
Chase Manhattan, 7.24%, due 4/15/05 2,189,005 2,191,600
Deutsche Bank, 5.94%, due 12/15/03 2,498,575 2,423,292
Monumental Life Insurance Co., 5.80%, due 4/15/02 2,530,729 2,477,889
Monumental Life Insurance Co., 5.69%, due 5/15/03 2,521,397 2,425,989
Morgan Guaranty, 5.27%, due 7/17/02 2,062,076 1,983,113
Rabo Bank, 5.24%, due 2/20/02 2,003,765 1,943,202
State Street, 6.36%, due 9/5/02 2,258,683 2,248,823
State Street, 5.97%, due 4/8/02 1,503,878 1,486,263
State Street, 5.97%, due 5/15/03 1,503,438 1,455,593
State Street, 6.12%, due 7/25/03 1,993,653 1,925,717
Transamerica Life Insurance Co., 5.74%, due 9/15/00 1,105,942 1,104,404
</TABLE>
15
<PAGE> 16
TIMES MIRROR SAVINGS PLUS PLAN EIN #95-4481525; Plan #004
SCHEDULE H-LINE 41: SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR
December 31, 1999
<TABLE>
<CAPTION>
Principal
Amount or
Number of Current
Identity of Issue/Description of Asset Shares/Units Cost Value
-------------------------------------------------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Union Bank of Switzerland, 6.55%, due 10/15/02 2,503,093 2,482,167
Union Bank of Switzerland, 6.60%, due 12/17/01 1,886,461 1,883,730
Union Bank of Switzerland, 6.60%, due 6/17/02 2,512,322 2,494,908
Union Bank of Switzerland, 6.85%, due 7/25/06 3,033,233 2,970,014
CDC Capital, 6.14%, due 6/25/08 2,337,120 2,319,511
Union Bank of Switzerland, 6.56%, due 12/15/03 2,110,908 2,097,315
Union Bank of Switzerland, 6.67%, due 11/9/04 3,029,501 2,939,100
AIG Financial Products, 6.05%, due 10/16/00 784,375 783,134
CDC Capital, 7.01%, due 6/25/08 1,989,207 1,969,266
Chase Manhattan, 6.62%, due 8/26/02 2,488,344 2,477,071
Chase Manhattan, 6.36%, due 2/26/01 1,181,445 1,180,437
Deutsche Bank, 5.85%, due 8/15/01 1,262,970 1,255,999
Monumental Life Ins. Co., 6.14%, due 3/26/01 1,395,604 1,392,829
Monumental Life Ins. Co., 6.50%, due 7/15/02 1,976,735 1,969,953
Monumental Life Ins. Co., 6.09%, due 1/25/01 875,312 873,671
Monumental Life Ins. Co., 6.04%, due 2/15/01 1,269,042 1,266,484
Monumental Life Ins. Co., 7.04%, due 4/15/08 2,471,778 2,448,692
State Street Bank & Trust Co., 6.13%, due 10/16/00 876,602 875,554
Transamerica Life Insurance Co., 5.85%, due 11/17/08 2,224,184 2,124,364
Transamerica Life Insurance Co., 6.41%, due 3/28/05 3,025,879 2,945,180
J.P. Morgan, 6.58%, due 7/31/00 6,134,461 6,153,799
Synthetic Contracts Benefit Responsive Wrap Value:
AIG Financial Products, 5.95%, due 9/16/02 35,766
AIG Financial Products, 5.92%, due 8/15/02 19,767
Chase Manhattan, 6.67%, due 7/17/00 51
Chase Manhattan, 6.66%, due 10/16/00 (670)
Chase Manhattan, 7.24%, due 4/15/05 (2,595)
Deutsche Bank, 5.94%, due 12/15/03 75,283
Monumental Life Insurance Co., 5.80%, due 4/15/02 52,840
Monumental Life Insurance Co., 5.69%, due 5/15/03 95,408
Morgan Guaranty, 5.27%, due 7/17/02 78,963
Rabo Bank, 5.24%, due 2/20/02 60,563
State Street, 6.36%, due 9/5/02 9,861
State Street, 5.97%, due 4/8/02 17,615
State Street, 5.97%, due 5/15/03 47,845
State Street, 6.12%, due 7/25/03 67,936
Transamerica Life Insurance Co., 5.74%, due 9/15/00 1,539
Union Bank of Switzerland, 6.55%, due 10/15/02 20,926
Union Bank of Switzerland, 6.60%, due 12/17/01 2,731
Union Bank of Switzerland, 6.60%, due 6/17/02 17,414
Union Bank of Switzerland, 6.85%, due 7/25/06 63,219
CDC Capital, 6.14%, due 6/25/08 17,609
</TABLE>
16
<PAGE> 17
TIMES MIRROR SAVINGS PLUS PLAN EIN #95-4481525; Plan #004
SCHEDULE H-LINE 41: SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR
December 31, 1999
<TABLE>
<CAPTION>
Principal
Amount or
Number of Current
Identity of Issue/Description of Asset Shares/Units Cost Value
------------------------------------------------------------------------ ---------------- ------------------- -------------------
<S> <C> <C> <C>
Union Bank of Switzerland, 6.56%, due 12/15/03 13,593
Union Bank of Switzerland, 6.67%, due 11/9/04 90,401
AIG Financial Products, 6.05%, due 10/16/00 1,241
CDC Capital, 7.01%, due 6/25/08 19,941
Chase Manhattan, 6.62%, due 8/26/02 11,273
Chase Manhattan, 6.36%, due 2/26/01 1,007
Deutsche Bank, 5.85%, due 8/15/01 6,971
Monumental Life Ins. Co., 6.14%, due 3/26/01 2,774
Monumental Life Ins. Co., 6.50%, due 7/15/02 6,782
Monumental Life Ins. Co., 6.09%, due 1/25/01 1,641
Monumental Life Ins. Co., 6.04%, due 2/15/01 2,558
Monumental Life Ins. Co., 7.04%, due 4/15/08 23,086
State Street Bank & Trust Co., 6.13%, due 10/16/00 1,048
Transamerica Life Insurance Co., 5.85%, due 11/17/08 99,820
Transamerica Life Insurance Co., 6.41%, due 3/28/05 80,699
J.P. Morgan, 6.58%, due 7/31/00 (19,338)
Fidelity* Management Trust Company
Institutional Cash Portfolio 14,077,581 14,077,581 14,077,581
INVESCO Balanced Commingled Pool Fund 2,135,404 62,782,167 79,244,858
Fidelity* Growth & Income Portfolio Fund 6,228,006 223,604,437 293,712,748
Fidelity* U.S. Equity Index Commingled Pool Fund 1,482,832 50,282,951 62,367,927
PBHG Growth Fund 479,366 14,625,890 22,712,375
PBHG Emerging Growth Fund 348,965 8,576,653 11,952,047
Fidelity* Diversified International Fund 4,788,111 79,084,755 122,671,400
Fidelity* Retirement Money Market Portfolio 3,106,170 3,106,170 3,106,170
PIMCO Total Return Fund 241,404 2,429,976 2,389,901
MAS Mid-Cap Value Fund 165,503 3,717,885 3,634,441
Brinson U.S. Equity Fund 77,104 1,527,240 1,296,892
Times Mirror Company*
Series A Common Stock 2,019,744 60,577,002 135,322,848
Series C Common Stock 137,650 2,835,648 9,222,550
Cox Communications, Inc.
Class A Common Stock 1,657,509 12,206,196 85,361,714
Participant* Loans (Maturities go through 2028;
Interest rate range from 7.75% to 9.50%)** 30,952,368
--------------
$1,004,662,109
==============
</TABLE>
* Indicates party-in-interest to the Plan.
** Stated at contract value.
17
<PAGE> 18
EXHIBIT A
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 2-91437) pertaining to the Times Mirror Savings Plus Plan of our report
dated June 23, 2000, with respect to the financial statements and schedule of
the Times Mirror Savings Plus Plan included in this Annual Report (Form 11-K)
for the year ended December 31, 1999.
/s/ ERNST & YOUNG LLP
-------------------------------------
Los Angeles, California
June 23, 2000
