-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Io4G0HY5XcUnpbN3csvGHpYjoyN6d5oShr4WHrc3c/GA3IhYz4a7icDgelEuh+iA lASaZxVYRRMYHQt8eug4Gw== 0000726513-98-000017.txt : 19980629 0000726513-98-000017.hdr.sgml : 19980629 ACCESSION NUMBER: 0000726513-98-000017 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971228 FILED AS OF DATE: 19980626 SROS: CSX SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIBUNE CO CENTRAL INDEX KEY: 0000726513 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 361880355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-08572 FILM NUMBER: 98654437 BUSINESS ADDRESS: STREET 1: 435 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122229100 10-K/A 1 FORM 10-K/A - -------------------------------------------------------------------------------- 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). - -------------------------------------------------------------------------------- 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 EX-23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS 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 EX-99 3 TRIBUNE COMPANY SAVINGS INCENTIVE PLAN EXHIBIT 99 TRIBUNE COMPANY SAVINGS INCENTIVE PLAN FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 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 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 TRIBUNE COMPANY SAVINGS INCENTIVE PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, --------------------------------- 1997 1996 ------------ ------------ 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 ============ ============
See notes to financial statements. 3 TRIBUNE COMPANY SAVINGS INCENTIVE PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, ------------------------------ 1997 1996 ------------ ------------ 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 ============ ============
See notes to financial statements. 4 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 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 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 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:
December 31, ----------------------------- 1997 1996 ------------ ------------ 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 ============ ============
8 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 NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND - ---------------------------------------------------------------- December 31, 1997
Vanguard Institutional Vanguard Tribune Vanguard Money Institutional Company Vanguard/ International Market Index Stock Wellington Growth Total Portfolio Fund Fund Fund Portfolio ------------ ----------- ------------ ------------ ----------- ----------- 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 ============ =========== ============ ============ =========== ===========
Vanguard Bond Vanguard Index Explorer Participant Fund Fund Loans ---------- ---------- ---------- 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 ========== ========== ==========
10 NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND (continued) - ---------------------------------------------------------------- December 31, 1996
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 ------------ ----------- ------------ ----------- ----------- ---------- ---------- --------- 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 ============ =========== ============ =========== =========== ========== ========== =======
11 NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND - --------------------------------------------------------------------------- Year Ended December 31, 1997
Vanguard Institutional Vanguard Tribune Vanguard Money Institutional Company Vanguard/ International Market Index Stock Wellington Growth Total Portfolio Fund Fund Fund Portfolio ------------ ----------- ------------ ------------ ----------- ----------- 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 ============ =========== ============ ============ =========== ===========
Vanguard Bond Vanguard Index Explorer Participant Fund Fund Loans ---------- ---------- ---------- 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 ========== ========== ==========
12 NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND - --------------------------------------------------------------------------- (continued) Year Ended December 31, 1996
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 ------------ ----------- ------------ ----------- ----------- ---------- ---------- -------- 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 ============ =========== ============ =========== =========== ========== ========== =======
13 SCHEDULE I ---------- TRIBUNE COMPANY SAVINGS INCENTIVE PLAN Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1997
Shares/Units or Current Identity of Issue or Borrower Interest Rate Cost Value ---------------------------------------------------------- --------------- ------------ ------------ * 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 ============ ============
* Party-in-interest 14 SCHEDULE II ----------- TRIBUNE COMPANY SAVINGS INCENTIVE PLAN Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997
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 - ------------------ --------------------- ----------- ----------- ------ ----------- ----------- ----------- ---------- 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
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