- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHNGTON, 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 31, 1995 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 stock held by non-affiliates on June 12, 1996, 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 $4,043,000,000. At June 12, 1996 there were 61,146,100 shares of the Company's Common Stock outstanding. The following documents are incorporated by reference, in part: 1995 Annual Report to Stockholders (Parts I and II, to the extent described therein). Definitive Proxy Statement for the May 7, 1996 Annual Meeting of Stockholders (Part III, to the extent described therin). - -------------------------------------------------------------------------------- SIGNATURE The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for 1995 as set forth in the pages attached hereto: (a) Exhibit 99, Form 11-K financial statements relating to the Tribune Company Savings Incentive Plan, is filed herewith. (b) Exhibit 23.1, Consent of Independent Accountants, 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 25, 1996 /s/ R. Mark Mallory ------------------- R. Mark Mallory Vice President and Controller (on behalf of the Registrant and as chief accounting officer) EXHIBIT 99 TRIBUNE COMPANY SAVINGS INCENTIVE PLAN FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1995 AND DECEMBER 31, 1994 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, 1995 and 1994 3 Statements of changes in net assets available for benefits for the years ended December 31, 1995 and 1994 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 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, 1995 and 1994, 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 21, 1996 2 TRIBUNE COMPANY SAVINGS INCENTIVE PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, ------------------------------------ 1995 1994 ------------ ------------ Assets: Investments, at fair value: The Northern Trust Company Collective Short Term Investment Fund, at cost which approximates fair value (par $1) $ 60,388,552 $ 62,268,896 The Northern Trust Company Collective Stock Index Fund; 1,640,316 units (cost-$51,744,246; net asset value per unit-$38.54) - 63,217,779 Vanguard Institutional Index Fund; 1,506,684 units (cost-$86,649,412; net asset value per unit-$57.93) 87,282,220 - Tribune Company Common Stock; 978,343 shares and 1,120,264 shares, respectively (cost- $20,713,295 and $21,113,532, respectively; share price-$61.13 and $54.75, respectively) 59,801,216 61,334,454 Vanguard/Wellington Fund; 1,856,227 units and 1,905,343 units, respectively (cost-$37,079,824 and $37,223,234, respectively; net asset value per unit-$24.43 and $19.39, respectively) 45,347,622 36,944,598 Vanguard World Fund - International Growth Portfolio; 380,895 units (cost-$4,985,054; net asset value per unit-$15.02) 5,721,037 - Vanguard Bond Index Fund - Total Bond Market Portfolio; 269,690 units (cost-$2,603,452; net asset value per unit-$10.14) 2,734,653 - Participant loans 65,215 98,513 Receivables: Contributions from participants 1,139,826 1,069,145 Contributions from Tribune Company 187,421 177,881 Interest and dividends 291,568 292,569 ------------ ------------ Net assets available for benefits $262,959,330 $225,403,835 ============ ============ See notes to financial statements. 3 TRIBUNE COMPANY SAVINGS INCENTIVE PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year Ended December 31, --------------------------------------- 1995 1994 ------------ ------------ Interest $ 3,760,886 $ 2,569,277 Dividends 4,779,156 4,500,906 Net realized gain (loss) on sale of investments 22,814,591 (128,856) Change in unrealized appreciation (depreciation) of investments 15,891,380 (8,685,197) ------------ ------------ Net investment income (loss) 47,246,013 (1,743,870) Contributions from participants 12,814,577 12,594,559 Contributions from Tribune Company 2,045,706 1,950,958 Transfer of assets from other benefit plans - 2,387,044 Distributions to participants or their beneficiaries (24,441,389) (15,555,585) Administrative fees (109,412) (83,634) ------------ ------------ Increase (decrease) in net assets available for benefits 37,555,495 (450,528) Net assets available for benefits: Beginning of year 225,403,835 225,854,363 ------------ ------------ End of year $262,959,330 $225,403,835 ============ ============ See notes to financial statements. 4 TRIBUNE COMPANY SAVINGS INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - PLAN DESCRIPTION - ------------------------- The Tribune Company Savings Incentive Plan (the "Plan") was established effective April 1, 1985 by Tribune Company (the "Company"). The Plan is a defined contribution plan covering eligible salaried and hourly employees of the Company and participating subsidiaries. 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, 1989 (the "Restatement Effective Date") to permit participants to direct the investment of their own 401(k) contributions in the common stock of the Company and to make legally required and other Plan changes. On July 28, 1993, the Company acquired Contemporary Books, Inc. On January 6, 1994, the employee accounts under the Contemporary Books, Inc. Profit Sharing Plan were merged into the Plan. The aggregate value of the assets transferred, including participant loans, was $2,387,044. Each employee of the Company and its participating subsidiaries who was a participant prior to the Restatement Effective Date continued to be a participant thereafter, subject to the terms of the Plan. Other employees of participating subsidiaries of the Plan are generally eligible to participate if they are 21 years of age and have completed one year of service (generally defined as 1,000 hours of service in one year), except for employees covered by collective bargaining agreements which do not provide for their participation in the Plan. Contributions - ------------- Participants employed by a participating employer of the Company may elect to make before-tax ("salary reduction") contributions of 1% to 15% of their compensation (as defined in the Plan) subject to Plan and Internal Revenue Service limits. The "Contributing Employers" will 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. 5 Investments - ----------- At December 31, 1995, the Plan's investment assets were held by The Northern Trust Company ("The Northern Trust"), the Plan's trustee (the "Trustee"). Effective January 1, 1996, the Plan changed trustees from The Northern Trust to Vanguard Fiduciary Trust Company ("Vanguard"). Separate Investment Funds are maintained under the Plan. The Funds available to participants include: (a) A Cash Fund, which the Trustee invests in short-term cash equivalents or similar type investments. The Trustee invested in The Northern Trust Company Collective Short Term Investment Fund until January 1, 1996. On January 1, 1996, the assets invested in The Northern Trust Company Collective Short Term Investment Fund were transferred to the Vanguard Institutional Money Market Portfolio; (b) A Diversified Stock Fund, which the Trustee invested in The Northern Trust Company Collective Stock Index Fund until December 21, 1995. At that time, the assets invested in the Northern Trust Company Collective Stock Index Fund were transferred to the Vanguard Institutional Index Fund, a publicly traded fund. Both funds invest in common stocks in a broadly diversified stock portfolio, the performance of which is designed to match the investment performance of the Standard & Poor's 500 Composite Stock Price Index; (c) A Company Common Stock Fund, which the Trustee invests in shares of the common stock of Tribune Company; (d) A Balanced Fund, which the Trustee invests in the Vanguard/Wellington Fund, a publicly traded mutual fund. The fund invests in common stocks of large, established companies and high quality bonds and money market securities; (e) An International Fund, which the Trustee invests in the Vanguard World Fund-International Growth Portfolio, a publicly traded mutual fund. The fund invests in common stocks of non-U.S. based companies that exhibit above-average growth potential. This fund was added effective January 1, 1995; (f) A Bond Fund, which the Trustee invests in the Vanguard Bond Index Fund-Total Bond Market Portfolio, a publicly traded bond fund. This fund invests in a diversified portfolio of U.S. Government and corporate bonds and mortgage-backed securities. This fund was added effective January 1, 1995. Participants may elect to have all or a percentage (in 10% and 25% increments in 1995 and 1994, respectively) of their contributions and their share of Contributing Employers' contributions invested in or transferred among one or more of the Investment Funds. Prior to January 1, 1996, participants could not elect that more than 50% of their contributions or 50% of their share of the Contributing Employers' matching contributions be invested in the Company Common Stock Fund. Effective January 1, 1996, participants may elect that 100% of their contributions and 100% of their share of the Contributing Employers' matching contributions be invested in the Company Common Stock Fund. The Trustee's purchases of 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 elections effective with the next pay period. Participants may make fund transfers on a daily basis. 6 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 Company Common Stock Fund in whole shares of 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 Administrative 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 Administrative Committee, but upon doing so will cease to be eligible to make salary reduction contributions for one year. Participants may make withdrawals of any part or all of the balance in their salary reduction contribution accounts, prior to termination, in order for the participant to meet an immediate and significant financial need as determined by the Administrative Committee in conjunction with the types of hardships for which a withdrawal would be permitted by Internal Revenue Service regulations. Only one hardship withdrawal may be made by a participant during any plan year. Participants who make hardship withdrawals will cease to be eligible to make salary reduction contributions for one year. Participant loans - ----------------- Prior to the Restatement Effective Date, the Plan permitted loans of limited amounts to participants subject to specific loan terms. As of the Restatement Effective Date, no new loans to participants can be approved, but repayment of prior loans continues. Participant loan activity is disclosed within the Cash Fund balances in Notes 4 and 5. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - ---------------------------------------- Basis of accounting - ------------------- The financial statements of the Plan are presented on the accrual basis of accounting. 7 Valuation of investments - ------------------------ Investments are stated at fair value. The fair value of the units of the Trustee's Cash Fund and Diversified Stock Fund are based on the quoted market and redemption values as determined by the Trustee on the last business day of the Plan year. The fair value of the shares of the Company's Common Stock Fund and the units of the Institutional Index Fund, Balanced Fund, International Fund and Bond Fund are based on quoted market values on the last business day of the Plan year. The cost of investments sold is based on the weighted average method. 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, 1995 and 1994 were $8,444,810 and $7,553,537, respectively. The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31, ----------------------------------- 1995 1994 ------------- ------------- Net assets available for benefits per the financial statements $262,959,330 $225,403,835 Amounts allocated to withdrawing participants (8,444,810) (7,553,537) ------------ ------------ Net assets available for benefits per the Form 5500 $254,514,520 $217,850,298 ============ ============ The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended December 31, ----------------------------------- 1995 1994 ------------- ------------- Benefits paid to participants per the financial statements $24,441,389 $15,555,585 Add: Amounts allocated to withdrawing participants at December 31, 1995 and 1994 8,444,810 7,553,537 Less: Amounts allocated to withdrawing participants at December 31, 1994 and 1993 (7,553,537) (5,678,631) ----------- ----------- Benefits paid to participants per the Form 5500 $25,332,662 $17,430,491 =========== =========== 8 Expenses of the plan - -------------------- The Company generally pays the costs of administering the Plan and Trust, except that certain expenses described in the Trust Agreement are paid out of Plan assets and are charged to the appropriate Investment Fund. In 1996, recordkeeping fees previously paid by the Company will be paid out of Plan assets. NOTE 3 - INCOME TAX STATUS - -------------------------- The Plan obtained its latest determination letter on June 14, 1996, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since applying for 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. Lump sum distributions - ---------------------- Lump sum distributions from the Plan may be taxed at ordinary income or, in special circumstances, long-term capital gain rates under lump sum distribution rules. The amount subject to tax is equal to the excess of the value of the assets received over the participant's total after-tax contributions, if any. In general, a lump sum distribution is payment of a participant's entire account balance under the Plan within one taxable year. Participants who have attained age 59 1/2 are permitted to make a one-time election to use five-year averaging with respect to a single lump sum distribution. A tax law transition rule allows participants who have attained the age 50 by January 1, 1986 to elect to use five-year averaging under new tax rates or ten-year averaging under old tax rates with respect to a single lump sum distribution. If any lump sum distribution includes common stock of the Company, the recipient's taxable income does not include any net unrealized appreciation of the employer's securities, defined by the increase in value of the stock over the amount paid by the Trustee. Such increase is not taxed until the stock is sold. A participant may elect not to have this rule apply. Installment distributions - ------------------------- If participants elect to receive their accounts in substantially equal annual installments (as a result of termination due to retirement, disability or death), the distributions will be subject to tax at ordinary income rates, except as to any portion attributable to participants' after-tax contributions. Withdrawals during service period - --------------------------------- Participants' withdrawals from their Plan accounts while employed are taxed at ordinary income rates on the excess of the value of the assets received over their after-tax contributions, if any, not recovered by previous withdrawals or distributions. In addition, the taxable portion of the withdrawal may be subject to an additional 10% excise tax if the withdrawal is made before the participant attains age 59 1/2. 9 Rollovers - --------- Participants can avoid current taxation on the taxable portion of a lump sum distribution to the extent such amounts are rolled over into an IRA or other qualified plan. Any distribution received directly by an employee will be subject to withholding tax. The withholding tax may be avoided by having the distribution made directly into an IRA or other qualified plan. If any portion of a lump sum distribution is rolled over, the remaining portion is not eligible for the long-term capital gain and special ten-year or five-year averaging treatment described above. Amounts distributed from an IRA are subject to tax at ordinary income tax rates when distributed by the IRA. 10 NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND - ---------------------------------------------------------------- December 31, 1995 Tribune Company Diversified Common Cash Stock Stock Balanced International Bond Total Fund Fund Fund Fund Fund Fund ------------ ----------- ----------- ----------- ----------- ---------- ---------- Assets: Investments, at fair value: The Northern Trust Company Collective Short Term Investment Fund $ 60,388,552 $60,307,656 $ 8,053 $ 15,186 $ 19,219 $ 19,219 $ 19,219 Vanguard Institutional Index Fund 87,282,220 - 87,282,220 - - - - Tribune Company Common Stock 59,801,216 - - 59,801,216 - - - Vanguard/Wellington Fund 45,347,622 - - - 45,347,622 - - Vanguard World Fund-International Growth Portfolio 5,721,037 - - - - 5,721,037 - Vanguard Bond Index Fund- Total Bond Market Portfolio 2,734,653 - - - - - 2,734,653 Participant loans 65,215 65,215 - - - - - Receivables: Contributions from participants 1,139,826 204,357 437,055 167,838 267,420 49,410 13,746 Contributions from Tribune Company 187,421 35,677 70,790 29,293 42,235 7,302 2,124 Interest and dividends 291,568 290,294 480 455 136 104 99 ------------ ----------- ----------- ----------- ----------- ---------- ---------- Net assets available for benefits $262,959,330 $60,903,199 $87,798,598 $60,013,988 $45,676,632 $5,797,072 $2,769,841 ============ =========== =========== =========== =========== ========== ========== 11 NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND (continued) - ---------------------------------------------------------------- December 31, 1994 Tribune Company Diversified Common Cash Stock Stock Balanced Total Fund Fund Fund Fund ------------- ------------ ----------- ----------- ----------- Assets: Investments, at fair value: The Northern Trust Company Collective Short Term Investment Fund $ 62,268,896 $62,209,192 $ 20,484 $ 27,332 $ 11,888 The Northern Trust Company Collective Stock Index Fund 63,217,779 - 63,217,779 - - Tribune Company Common Stock 61,334,454 - - 61,334,454 - Vanguard/Wellington Fund 36,944,598 - - - 36,944,598 Participant loans 98,513 98,513 - - - Receivables: Contributions from participants 1,069,145 229,361 388,141 188,890 262,753 Contributions from Tribune Company 177,881 39,237 64,051 32,557 42,036 Interest and dividends 292,569 291,323 571 594 81 ------------ ----------- ----------- ----------- ----------- Net assets available for benefits $225,403,835 $62,867,626 $63,691,026 $61,583,827 $37,261,356 ============ =========== =========== =========== =========== 12 NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND - ---------------------------------------------------------------------------- Year Ended December 31, 1995 Tribune Company Diversified Common Cash Stock Stock Balanced International Bond Total Fund Fund Fund Fund Fund Fund ------------ ----------- ----------- ----------- ----------- ------------- ---------- Interest $ 3,760,886 $ 3,627,114 $ 12,688 $ 6,696 $ 4,137 $ 1,127 $ 109,124 Dividends 4,779,156 - 1,857,493 1,148,968 1,698,539 74,156 - Net realized gain on sale of investments 22,814,591 - 20,779,497 931,509 976,246 127,286 53 Change in unrealized appreciation of investments 15,891,380 - 584,339 5,936,130 8,503,727 735,982 131,202 ------------ ----------- ----------- ----------- ----------- ---------- ---------- Net investment income 47,246,013 3,627,114 23,234,017 8,023,303 11,182,649 938,551 240,379 Contributions from participants 12,814,577 2,465,702 4,652,553 1,932,665 2,981,061 639,644 142,952 Contributions from Tribune Company 2,045,706 423,168 743,626 328,024 451,232 79,771 19,885 Interfund transfers - 14,923,623 (4,456,893) (10,781,609) (6,196,102) 4,141,731 2,369,250 Distributions to participants or their beneficiaries (24,441,389) (23,388,898) - (1,052,491) - - - Administrative fees (109,412) (15,136) (65,731) (19,731) (3,564) (2,625) (2,625) ------------ ----------- ----------- ----------- ----------- ---------- ---------- Increase (decrease) in net assets available for benefits 37,555,495 (1,964,427) 24,107,572 (1,569,839) 8,415,276 5,797,072 2,769,841 Net assets available for benefits: Beginning of year 225,403,835 62,867,626 63,691,026 61,583,827 37,261,356 - - ------------ ----------- ----------- ----------- ----------- ---------- ---------- End of year $262,959,330 $60,903,199 $87,798,598 $60,013,988 $45,676,632 $5,797,072 $2,769,841 ============ =========== =========== =========== =========== ========== ========== 13 NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND ------------------------------------------------------------------ (continued) Year Ended December 31, 1994 Tribune Company Diversified Common Cash Stock Stock Balanced Total Fund Fund Fund Fund ------------- ----------- ----------- ------------ ----------- Interest $ 2,569,277 $ 2,538,384 $ 12,949 $ 7,459 $ 10,485 Dividends 4,500,906 - 1,736,723 1,154,413 1,609,770 Net realized gain (loss) on sale of investments (128,856) - (27,810) (146,979) 45,933 Change in unrealized depreciation of investments (8,685,197) - (949,614) (5,889,385) (1,846,198) ------------ ----------- ----------- ----------- ----------- Net investment income (loss) (1,743,870) 2,538,384 772,248 (4,874,492) (180,010) Contributions from participants 12,594,559 2,619,534 4,617,451 2,146,958 3,210,616 Contributions from Tribune Company 1,950,958 428,631 718,501 345,173 458,653 Transfer of assets from other benefit plans 2,387,044 822,508 478,564 115,039 970,933 Interfund transfers - 6,968,735 (4,007,137) (3,205,071) 243,473 Distributions to participants or their beneficiaries (15,555,585) (15,070,497) 153,806 (638,894) - Administrative fees (83,634) (15,950) (45,220) (19,277) (3,187) ------------ ----------- ----------- ----------- ----------- Increase (decrease) in net assets available for benefits (450,528) (1,708,655) 2,688,213 (6,130,564) 4,700,478 Net assets available for benefits: Beginning of year 225,854,363 64,576,281 61,002,813 67,714,391 32,560,878 ------------ ----------- ----------- ----------- ----------- End of year $225,403,835 $62,867,626 $63,691,026 $61,583,827 $37,261,356 ============ =========== =========== =========== =========== 14 SCHEDULE I ---------- TRIBUNE COMPANY SAVINGS INCENTIVE PLAN Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1995 Shares/Units or Current Identity of Issue or Borrower Interest Rate Cost Value --------------------------------------------------------- --------------- ------------ ------------ * The Northern Trust Company Collective Short Term Investment Fund 60,388,552 $ 60,388,552 $ 60,388,552 * Vanguard Institutional Index Fund 1,506,684 86,649,412 87,282,220 * Tribune Company Common Stock 978,343 20,713,295 59,801,216 * Vanguard/Wellington Fund 1,856,227 37,079,824 45,347,622 * Vanguard World Fund - International Growth Portfolio 380,895 4,985,054 5,721,037 * Vanguard Bond Index Fund - Total Bond Market Portfolio 269,690 2,603,452 2,734,653 * Participant loans receivable maturing from 1/96 to 2/99 8% - 10% 65,215 65,215 ------------ ------------ Total Assets Held for Investment Purposes $212,484,804 $261,340,515 ============ ============ * Party-in-interest (Vanguard became trustee effective January 1, 1996) 15 SCHEDULE II ----------- TRIBUNE COMPANY SAVINGS INCENTIVE PLAN Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 Expenses Current Number Incurred in Value of Connection of Asset on Net Identity of Description Trans- Purchase Selling Lease with Trans- Cost of Transaction Realized Party Involved of assets actions Price Price Rental action Asset Date Gain/(Loss) - ---------------- --------------------- ------- ----------- ---------- -------- ---------- ----------- ----------- ----------- The Northern Collective Short Term Trust Company Investment Fund 245 $37,718,546 $37,718,546 $37,718,546 The Northern Collective Short Term Trust Company Investment Fund 139 $39,598,892 39,598,892 39,598,892 -- The Northern Collective Stock Trust Company Index Fund 12 5,193,244 5,193,244 5,193,244 The Northern Collective Stock Trust Company Index Fund 5 90,784,419 58,794,984 90,784,419 31,989,435 Vanguard Fiduciary Institutional Trust Company Index Fund 1 86,649,412 86,649,412 86,649,412 Tribune Company Tribune Company Common Stock 17 3,541,404 $2,785 3,541,404 3,541,404 Tribune Company Tribune Company Common Stock 5 10,825,814 9,373 3,531,967 10,825,814 7,284,474 Vanguard Fiduciary Vanguard/ Trust Company Wellington Fund 20 5,606,183 5,606,183 5,606,183 Vanguard Fiduciary Vanguard/ Trust Company Wellington Fund 3 6,179,802 5,749,593 6,179,802 430,209 16