-----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, OdoF0HWvbwxqVFYDv8DLxvUrmCP0OSKIcqo5aOpD1WXk7GuGg4D9YgFpfXCRsdeL IAGhOQh37ykH2sFwtO+tlQ== 0000726513-03-000011.txt : 20030627 0000726513-03-000011.hdr.sgml : 20030627 20030627131959 ACCESSION NUMBER: 0000726513-03-000011 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021229 FILED AS OF DATE: 20030627 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: 1227 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08572 FILM NUMBER: 03760397 BUSINESS ADDRESS: STREET 1: 435 N MICHIGAN AVE STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122229100 10-K/A 1 form10ka02.htm TRIBUNE COMPANY FORM 10-K/A FORM 10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 29, 2002

Commission file number 1-8572

TRIBUNE COMPANY
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

36-1880355
(I.R.S. Employer
Identification No.)

435 North Michigan Avenue
Chicago, Illinois

(Address of principal executive offices)

60611
(Zip code)


Registrant's telephone number, including area code: (312) 222-9100
Securities registered pursuant to Section 12(b) of the Act:

 
Title of each class
Common Stock ($.01 par value)
Preferred Share Purchase Rights

   Name of each exchange on
             which registered         

      New York Stock Exchange
  Chicago Stock Exchange
Pacific Stock Exchange

2% Exchangeable Subordinated Debentures Due 2029

                     New York Stock Exchange

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes |X|. No __.

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes |X|. No __.

        Aggregate market value of the Company's voting and non-voting common equity held by non-affiliates on June 28, 2002, 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 $9,496,000,000.

        At June 20, 2003 there were 316,035,427 shares outstanding of the Company's Common Stock ($.01 par value per share), excluding 83,441,765 shares held by subsidiaries and affiliates of the Company.

        The following documents are incorporated by reference, in part:

        Definitive Proxy Statement for the May 6, 2003 Annual Meeting of Shareholders (Part III, to the extent described therein).




ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                   FORM 8-K

        The undersigned registrant hereby amends Part IV, Item 15, “Exhibits, Financial Statement Schedules and Reports on Form 8-K” of the registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2002 to include the following additional exhibits:

   

23.1 - Consent of Independent Accountants, is filed herewith.


   

99    - Financial statements for the Tribune Company Savings Incentive Plan, KTLA Inc. Hourly Employees' Retirement Plan, WPIX Inc. Hourly Employees' Retirement Plan (Unaudited), Tribune Company Defined Contribution Retirement Plan, Chicago Tribune Tax Deferred Investment Plan for Machinists (Unaudited), and the Times Mirror Savings Plus Plan.


   

99.1 - Certification of Donald C. Grenesko, Senior Vice President/Finance and Administration and Chairman, Employee Benefits Committee of Tribune Company, pursuant to 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


   

99.2 - Certification of David J. Granat, Vice President and Treasurer of Tribune Company, with principal responsibility for overseeing the plans listed above, pursuant to 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


SIGNATURE


        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, hereunto duly authorized.

 

     TRIBUNE COMPANY
     (Registrant)
 
 
 

Date:  June 27, 2003

     /s/ R. Mark Mallory
      R. Mark Mallory
      Vice President and Controller
      (on behalf of the Registrant and as
      Chief Accounting Officer)



   EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 333-18921, 333-66077 and 333-74961) and in the Registration Statements on Form S-8 (File Nos. 2-90727, 33-26239, 33-47547, 33-59233, 333-03245, 333-18269, 333-35422, 333-70684, 333-70686, 333-70690, 333-70692 and 333-70696) of Tribune Company of our reports dated June 19, 2003 relating to the financial statements and supplemental schedules of the Tribune Company Savings Incentive Plan, the KTLA Inc. Hourly Employees’ Retirement Plan, the Tribune Company Defined Contribution Retirement Plan and the Times Mirror Savings Plus Plan, which appear in this Form 10-K/A.


/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois
June 26, 2003


   EXHIBIT 99

TRIBUNE COMPANY

INDEX


    Page  
      
Tribune Company Savings Incentive Plan   3  
      Report of Independent Auditors  4  
      Financial Statements: 
         Statements of Net Assets Available for Benefits 
             at December 31, 2002 and 2001  5  
         Statement of Changes in Net Assets Available for Benefits 
             for the Year Ended December 31, 2002  6  
      Notes to Financial Statements  7-12
      Supplemental Schedule:  
         Schedule of Assets (Held at End of Year) 13
 
KTLA Inc. Hourly Employees' Retirement Plan
  14  
      Report of Independent Auditors  15  
      Financial Statements: 
         Statements of Net Assets Available for Benefits 
             at December 31, 2002 and 2001  16  
         Statement of Changes in Net Assets Available for Benefits 
             for the Year Ended December 31, 2002  17  
      Notes to Financial Statements  18-22
      Supplemental Schedule: 
         Schedule of Assets (Held at End of Year)   23  
 
WPIX Inc. Hourly Employees' Retirement Plan (Unaudited)
  24  
      Financial Statements: 
         Statements of Net Assets Available for Benefits 
             at December 31, 2002 and 2001 (Unaudited)  25  
         Statement of Changes in Net Assets Available for Benefits 
             for the Year Ended December 31, 2002 (Unaudited)  26  
      Notes to Financial Statements (Unaudited)  27-31
      Supplemental Schedule: 
         Schedule of Assets (Held at End of the Year) (Unaudited)  32  

1



Tribune Company Defined Contribution Retirement Plan   33  
      Report of Independent Auditors  34  
      Financial Statements: 
         Statements of Net Assets Available for Benefits 
             at December 31, 2002 and 2001  35  
         Statement of Changes in Net Assets Available for Benefits 
             for the Year Ended December 31, 2002  36  
      Notes to Financial Statements  37-41
      Supplemental Schedule: 
         Schedule of Assets (Held at End of Year)  42  
 
Chicago Tribune Tax Deferred Investment Plan for Machinists (Unaudited)
  43  
      Financial Statements: 
         Statements of Net Assets Available for Benefits 
             at December 31, 2002 and 2001 (Unaudited)  44  
         Statement of Changes in Net Assets Available for Benefits 
             for the Year Ended December 31, 2002 (Unaudited)  45  
      Notes to Financial Statements (Unaudited)  46-50
      Supplemental Schedule: 
         Schedule of Assets (Held at End of Year) (Unaudited)  51  
 
Times Mirror Savings Plus Plan
  52  
      Report of Independent Auditors  53  
      Financial Statements: 
         Statements of Net Assets Available for Benefits 
             at December 31, 2002 and 2001  54  
         Statement of Changes in Net Assets Available for Benefits 
             for the Year Ended December 31, 2002  55  
      Notes to Financial Statements  56-61
      Supplemental Schedule: 
         Schedule of Assets (Held at End of Year)  62
 

All other schedules of additional financial information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.


2



TRIBUNE COMPANY SAVINGS INCENTIVE PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2002 AND 2001
AND FOR THE YEAR ENDED DECEMBER 31, 2002

 


3


REPORT OF INDEPENDENT AUDITORS

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 statement 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, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. 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 auditing standards generally accepted in the United States of America, 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 our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic 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 the audits 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/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP


Chicago, Illinois
June 19, 2003


4



TRIBUNE COMPANY SAVINGS INCENTIVE PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,
2002
2001
Assets:      
  
   Investments, at fair value  $448,086,418   $468,918,153  
  
   Receivables: 
        Contributions from participants  953,301   841,561  
        Contributions from Tribune Company  131,801   111,024  


  
   Total receivables  1,085,102   952,585  


  
Net assets available for benefits  $449,171,520   $469,870,738  



The accompanying notes are an integral part of the financial statements.

5



TRIBUNE COMPANY SAVINGS INCENTIVE PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


Year Ended
December 31, 2002

Additions:    
      Additions to net assets attributed to: 
          Contributions: 
               Participants  $   28,466,770  
               Tribune Company  3,489,352  

   31,956,122  
  
          Net transfer of assets  12,821,587  

      Total additions  44,777,709  

  
Deductions: 
      Deductions from net assets attributed to: 
          Investment income (loss): 
               Interest and dividends  8,705,597  
               Net depreciation in fair value of investments  (25,295,606 )

               Net investment loss  (16,590,009 )
  
          Benefits paid to participants or their beneficiaries  (48,258,861 )
          Administrative fees  (628,057 )

  
      Total deductions  (65,476,927 )

  
      Net decrease in net assets available for benefits  (20,699,218 )
  
Net assets available for benefits: 
      Beginning of year  469,870,738  

  
      End of year  $ 449,171,520  


The accompanying notes are an integral part of the financial statements.

6



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” or “SIP” ) 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 that covers 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.

Employees of the Company and participating subsidiaries are generally eligible to participate if they are 21 years of age, except for employees covered by collective bargaining agreements which do not provide for their participation in the Plan.

Pursuant to Internal Revenue Code (“IRC”) Section 401(a)(28), participants in the Company’s Employee Stock Ownership Plan (“ESOP”) who are at least age 50, and have 10 or more years of ESOP participation are currently eligible to transfer a portion of their ESOP account balances to the Plan.

Plan administration

The Plan is administered by the Tribune Company Employee Benefits Committee (the “Committee”), which is appointed by the board of directors of the Company. The Plan’s trustee, Vanguard Fiduciary Trust Company (“Vanguard” or the “Trustee”), is responsible for the custody and management of the Plan’s assets.

Contributions

Participants may elect to make before-tax (“salary reduction”) contributions of 1% to 25% of their compensation (as defined in the Plan) subject to Plan and Internal Revenue Service (“IRS”) limits. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers seven investment alternatives (six mutual funds and the Tribune Company Stock Fund). After the first full year of service, the Company makes a contribution to the Plan in an amount equal to 25% of the first 4% of a participant’s before-tax contributions for that period. The Company contribution is allocated according to the participants’ investment elections.


7



Participants may elect to have all or a percentage (in 1% increments) of their contributions and their share of the Company’s contributions invested in or transferred among one or more of the investment funds. Participants may elect that up to 100% of their contributions and up to 100% of their share of the Company’s matching contributions be invested in the Tribune Company Stock Fund. The Trustee’s purchases of Tribune Company common stock are made in the open market. Participants may change their investment options effective with the next pay period. Participants may make interfund transfers on a daily basis.

Participant rollovers represent transfers made to the Plan from another qualified plan or from the Plan to an individual retirement account or another qualified plan.

Participants’ accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant elections or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are, at all times, 100% vested in their accounts including the Company’s contribution.

Payment of benefits

Participants who are totally and permanently disabled may elect to withdraw their account balances through written notice to the Committee at any time. Also, participants who have attained age 59 ½ may elect to withdraw their balances by written notice to the Committee, but upon doing so will cease to be eligible to make salary reduction contributions for one year.

Participants may make withdrawals of any part or all of the balance in their salary reduction contribution accounts, prior to termination, in order for the participant to meet an immediate and significant financial need for which a withdrawal would be permitted by IRS regulations. A participant may make only one hardship withdrawal during any Plan year. Participants who make hardship withdrawals will cease to be eligible to make salary reduction contributions for one year.

Distributions of account balances are generally made to participants in a single sum payment. Participants whose employment terminates due to retirement, disability or death may elect to receive their account balances in substantially equal installments over a fixed period, in lieu of a single sum distribution. Distributions are made in cash, except that participants may elect to receive the portion invested in the Tribune Company Stock Fund in whole shares of Tribune Company common stock.


8



Participant loans

The Plan permits participants to borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loans fund. Loan terms range from one to five years. The loans are secured by the balance in the participant’s account. The interest rate for a loan is the prime rate on the last business day of the prior month and is fixed for the life of the loan. Principal and interest are paid ratably through payroll deductions.

Plan termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting

The financial statements of the Plan are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Investment valuation and income recognition

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 amounts originally borrowed by participants, less amounts subsequently repaid.

Net appreciation or depreciation in fair value of investments includes both realized gains and losses on investments sold and unrealized gains and losses on investments held at the end of the year.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Payment of benefits

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, filed with the Department of Labor.


9



Administrative fees

Administrative fees of $628,057 for the year ended December 31, 2002 were paid by the Plan.

NOTE 3 – INVESTMENTS

The following presents investments that represent 5% or more of the Plan’s net assets:

December 31,
2002
2001
     Tribune Company Stock Fund; 4,693,963 units and      
          5,216,993 units, respectively  $128,708,467   $117,747,539  
     Vanguard Institutional Index Fund; 1,406,885 units 
          and 1,451,599 units, respectively  113,183,889   152,258,222  
     Vanguard Prime Money Market Fund; 80,058,882 units 
          and 71,564,301 units, respectively  80,058,882   71,564,301  
     Vanguard Wellington Admiral Fund; 1,442,673 units 
          and 0 units, respectively  61,212,608    
     Vanguard Total Bond Market Index Fund; 2,483,102 units 
          and 1,808,960 units, respectively  25,774,596   18,342,849  
     Vanguard Wellington Investors Fund; 0 units 
          and 2,402,288 units, respectively    65,486,381  

During 2002, the Plan’s investments (including both realized gains and losses on investments sold and unrealized gains and losses on investments held at the end of the year) depreciated in value by $25,295,606 as follows:

     Mutual funds   $(50,028,537 )
     Tribune Company Stock Fund  24,732,931  

     Net depreciation in fair value of investments  $(25,295,606 )

NOTE 4 – NET TRANSFER OF ASSETS / PLAN MERGER

Included in the net transfer of assets are $2,778,438 related to the merger of the Triad Capital Management, Inc. and Affiliates 401(k) Retirement Plan, and $716,094 related to the merger of the JDTV, Inc. 401(k) Plan. Both mergers were effective July 1, 2002. The assets of the Triad Capital Management, Inc. and Affiliates 401(k) Retirement Plan and the JDTV, Inc. 401(k) Plan were transferred to and became assets of the SIP and will be held, invested and administered by the Committee pursuant to the provisions of the SIP plan document. In addition, participants transferred assets of $9,327,055 from their ESOP account balances into the Plan during 2002.


10



NOTE 5 – INCOME TAX STATUS

The IRS has determined and informed the Company by letter dated August 22, 2002, that the Plan is designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

NOTE 6 – RELATED PARTY TRANSACTIONS

Certain Plan investments are shares of mutual funds managed by Vanguard. Vanguard is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.

NOTE 7 – RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2002 and 2001 to Form 5500:

December 31,
2002
2001
Net assets available for benefits per      
     the financial statements  $ 449,171,520   $ 469,870,738  
Amounts allocated to withdrawing participants  (163,487 ) (73,951 )


Net assets available for benefits per the Form 5500  $ 449,008,033   $ 469,796,787  


The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2002, to Form 5500:

Benefits paid to participants per    
    the financial statements  $48,258,861  
Add: Amounts allocated to withdrawing 
    participants at December 31, 2002  163,487  
Less: Amounts allocated to withdrawing 
    participants at December 31, 2001  (73,951 )

Benefits paid to participants per the Form 5500  $48,348,397  

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2002, but not yet paid as of that date.


11



NOTE 8 – RISKS AND UNCERTAINTIES

The Plan provides for various investment options in several investment securities and instruments. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risks associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks and values in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.


12



TRIBUNE COMPANY SAVINGS INCENTIVE PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2002

Identity of Issue or Borrower
Description
Market
Value

*    Vanguard Prime Money Market Fund   Money Market Fund   $  80,058,882  
   
*   Vanguard Money Market Reserves - Prime Portfolio - 
    Short Term Investment Fund Account  Money Market Fund  346,610  
   
*   Tribune Company Stock Fund  Stock Fund  128,708,467  
   
*   Vanguard Institutional Index Fund  Registered Investment  113,183,889  
   
*   Vanguard Wellington Admiral Fund  Registered Investment  61,212,608  
   
*   Vanguard Total Bond Market Index Fund  Registered Investment  25,774,596  
   
*   Vanguard Explorer Fund  Registered Investment  15,894,292  
   
*   Vanguard International Growth Fund  Registered Investment  12,473,634  
   
*   Participant Loans  Loans to participants (maturities range from  10,433,440  
      1 to 7 years, interest rates range from 4.0% to
14.21%)
   

         Total Assets (Held at End of Year)     $448,086,418  

        * Party-in-interest 

13



KTLA INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2002 AND 2001
AND FOR THE YEAR ENDED DECEMBER 31, 2002

 


14


REPORT OF INDEPENDENT AUDITORS

To the Participants and Administrator
of the KTLA Inc. Hourly Employees' Retirement Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the KTLA Inc. Hourly Employees’ Retirement Plan (the “Plan”) at December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. 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 auditing standards generally accepted in the United States of America, 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 our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic 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 the audits 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/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP


Chicago, Illinois
June 19, 2003


15



KTLA INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,
2002
2001
Assets:      
  
   Investments, at fair value  $9,299,422   $9,493,488  
  
   Receivables: 
        Contributions from participants  13,021   10,923  
        Contributions from Tribune Company  94,507   7,064  


  
   Total receivables  107,528   17,987  


  
Net assets available for benefits  $9,406,950   $9,511,475  



The accompanying notes are an integral part of the financial statements.

 


16



KTLA INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended
December 31, 2002

Additions:    
    Additions to net assets attributed to: 
        Contributions: 
             Participants  $    292,982  
             Tribune Company  272,809  

  
    Total additions  565,791  

  
Deductions: 
    Deductions from net assets attributed to: 
        Investment income (loss): 
             Interest and dividends  172,684  
             Net depreciation in fair value of investments  (794,167 )

             Net investment loss  (621,483 )
  
        Benefits paid to participants or their beneficiaries  (26,048 )
    Administrative fees  (22,785 )

  
    Total deductions  (670,316 )

  
    Net decrease in net assets available for benefits  (104,525 )
  
Net assets available for benefits: 
    Beginning of year  9,511,475  

  
    End of year  $ 9,406,950  


The accompanying notes are an integral part of the financial statements.

17



KTLA INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – PLAN DESCRIPTION

The following brief description of the KTLA Inc. Hourly Employees’ Retirement 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 December 28, 1992 by Tribune Company (the “Company”). The Plan is a defined contribution plan that covers the members of the International Alliance of Theatrical Stage Employees (“IATSE”) union at KTLA Inc. (“KTLA”) who meet age and service requirements. 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.

Plan administration

The Plan is administered by the Tribune Company Employee Benefits Committee (the “Committee”), which is appointed by the board of directors of the Company. The Plan’s trustee, Vanguard Fiduciary Trust Company (“Vanguard” or the “Trustee”), is responsible for the custody and management of the Plan’s assets.

Contributions

Participants may elect to make before-tax (“salary reduction”) contributions of 1% to 25% of their compensation (as defined in the Plan) subject to Plan and Internal Revenue Service (“IRS”) limits. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers seven investment alternatives (six mutual funds and the Tribune Company Stock Fund). The Company makes a contribution of 3% of each employee’s eligible compensation to the Plan. The Company contribution is allocated according to the participants’ investment elections.

Participants may elect to have all or a percentage (in 1% increments) of their contributions and their share of the Company’s contributions invested in or transferred among one or more of the investment funds. Participants may elect that up to 100% of their contributions and up to 100% of their share of the Company’s matching contributions be invested in the Tribune Company Stock Fund. The Trustee’s purchases of Tribune Company common stock are made in the open market. Participants may change their investment options effective with the next pay period. Participants may make interfund transfers on a daily basis.


18



Participant rollovers represent transfers made to the Plan from another qualified plan or from the Plan to an individual retirement account or another qualified plan.

Participants’ accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant elections or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are, at all times, 100% vested in their accounts including the Company contributions.

Payment of benefits

Participants who are totally and permanently disabled may elect to withdraw their account balances through written notice to the Committee at any time. Also, participants who have attained age 59 ½ may elect to withdraw their balances by written notice to the Committee, but upon doing so will cease to be eligible to make salary reduction contributions for one year.

Participants may make withdrawals of any part or all of the balance in their salary reduction contribution accounts, prior to termination, in order for the participant to meet an immediate and significant financial need for which a withdrawal would be permitted by IRS regulations. A participant may make only one hardship withdrawal during any Plan year. Participants who make hardship withdrawals will cease to be eligible to make salary reduction contributions for one year.

Distributions of account balances are generally made to participants in a single sum payment. Participants whose employment terminates due to retirement, disability or death may elect to receive their account balances in substantially equal installments over a fixed period, in lieu of a single sum distribution. Distributions are made in cash, except that participants may elect to receive the portion invested in the Tribune Company Stock Fund in whole shares of Tribune Company common stock.

Plan termination

Subject to any collective bargaining agreement, the Company has the right to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting

The financial statements of the Plan are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.


19



Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Investment valuation and income recognition

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.

Net appreciation or depreciation in fair value of investments includes both realized gains and losses on investments sold and unrealized gains and losses on investments held at the end of the year.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Payment of benefits

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, filed with the Department of Labor. At December 31, 2002 and 2001, all benefit claims that were processed and approved for payment had been distributed.

Administrative fees

Administrative fees of $22,785 for the year ended December 31, 2002 were paid by the Plan.


20



NOTE 3 – INVESTMENTS

The following presents investments that represent 5% or more of the Plan’s net assets:

December 31,
2002
2001
     Vanguard Institutional Index Fund; 33,008 units      
        and 35,927 units, respectively  $2,655,530   $3,768,457  
     Vanguard Prime Money Market Fund; 2,187,169 units 
        and 1,195,737 units, respectively  2,187,169   1,195,737  
     Tribune Company Stock Fund; 64,889 units 
        and 94,564 units, respectively  1,779,261   2,134,304  
     Vanguard Wellington Admiral Fund; 37,493 units 
        and 0 units, respectively  1,590,838    
     Vanguard Total Bond Market Index Fund; 57,390 units 
        and 3,742 units, respectively  595,709   37,944  
     Vanguard Wellington Investor Fund; 0 units 
        and 63,648 units, respectively    1,735,034  

During 2002, the Plan’s investments (including both realized gains and losses on investments sold and unrealized gains and losses on investments held at end of the year) depreciated in value by $794,167 as follows:

     Mutual funds   $(1,159,982 )
     Tribune Company Stock Fund  365,815  

     Net depreciation in fair value of investments  $  (794,167 )


NOTE 4 – INCOME TAX STATUS

The IRS has determined and informed the Company by letter dated August 22, 2002, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

NOTE 5 – RELATED PARTY TRANSACTIONS

Certain Plan investments are shares of mutual funds managed by Vanguard. Vanguard is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.


21



NOTE 6 – RISKS AND UNCERTAINTIES

The Plan provides for various investment options in several investment securities and instruments. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risks associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks and values in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.


22


KTLA INC. HOURLY EMPLOYEES' RETIREMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2002

Identity of Issue or Borrower
Description
Market
Value

*    Vanguard Prime Money Market Fund   Money Market Fund   $2,187,169  
   
*   Vanguard Money Market Reserves - Prime Portfolio - 
    Short Term Investment Fund  Money Market Fund  10,658  
   
*   Vanguard Institutional Index Fund  Registered Investment  2,655,530  
   
*   Tribune Company Stock Fund  Stock Fund  1,779,261  
   
*   Vanguard Wellington Admiral Fund  Registered Investment  1,590,838  
   
*   Vanguard Total Bond Market Index Fund  Registered Investment  595,709  
   
*   Vanguard Explorer Fund  Registered Investment  326,864  
   
*   Vanguard International Growth Fund  Registered Investment  153,393  

       Total Assets (Held at End of Year)     $9,299,422  

       * Party-in-interest 

23




WPIX INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

(UNAUDITED)
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2002 AND 2001
AND FOR THE YEAR ENDED DECEMBER 31, 2002

 


24



WPIX INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

(UNAUDITED)
December 31,

2002
2001
Assets:      
  
    Investments, at fair value  $3,962,864   $3,791,806  
  
    Receivables: 
         Contributions from participants  20,367   13,135  


  
Net assets available for benefits  $3,983,231   $3,804,941  


 

The accompanying notes are an integral part of the financial statements.

25



WPIX INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

(UNAUDITED)
Year Ended
December 31, 2002

Additions:    
     Additions to net assets attributed to: 
         Contributions: 
              Participants  $    352,425  
              Tribune Company  278,755  

  
     Total additions  631,180  

Deductions: 
     Deductions from net assets attributed to: 
         Investment income (loss): 
              Interest and dividends  65,182  
              Net depreciation in fair value of investments  (391,885 )

              Net investment loss  (326,703 )
  
         Benefits paid to participants or their beneficiaries  (108,180 )
         Administrative fees  (18,007 )

  
     Total deductions  (452,890 )

  
     Net increase in net assets available for benefits  178,290  
  
 Net assets available for benefits: 
     Beginning of year  3,804,941  

  
     End of year  $ 3,983,231  

 


The accompanying notes are an integral part of the financial statements.

26



WPIX INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS – (UNAUDITED)

NOTE 1 – PLAN DESCRIPTION

The following brief description of the WPIX Inc. Hourly Employees’ Retirement 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 July 1, 1991 by Tribune Company (the “Company”). The Plan is a defined contribution plan that covers the members of the International Brotherhood of Electrical Workers (“IBEW”) union at WPIX Inc. (“WPIX”) who meet age and service requirements. 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”). In accordance with ERISA, an audit is not required for the Plan. 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.

Plan administration

Plan is administered by the Tribune Company Employee Benefits Committee (the “Committee”), which is appointed by the board of directors of the Company. The Plan’s trustee, Vanguard Fiduciary Trust Company (“Vanguard” or the “Trustee”), is responsible for the custody and management of the Plan’s assets.

Contributions

Participants may elect to make before-tax (“salary reduction”) contributions of 1% to 25% of their compensation (as defined in the Plan) subject to Plan and Internal Revenue Service (“IRS”) limits. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers seven investment alternatives (six mutual funds and the Tribune Company Stock Fund). The Company makes a contribution based on the terms of each collective bargaining agreement. The Company contribution is allocated according to the participants’ investment elections.

Participants may elect to have all or a percentage (in 1% increments) of their contributions and their share of the Company’s contributions invested in or transferred among one or more of the investment funds. Participants may elect that up to 100% of their contributions and up to 100% of their share of the Company’s matching contributions be invested in the Tribune Company Stock Fund. The Trustee’s purchases of Tribune Company common stock are made in the open market. Participants may change their investment options effective with the next pay period. Participants may make interfund transfers on a daily basis.


27



Participant rollovers represent transfers made to the Plan from another qualified plan or from the Plan to an individual retirement account or another qualified plan.

Participants’ accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant elections or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are vested immediately in their own contributions. Participants become fully vested in the Company contributions five years from their hire date.

Payment of benefits

Participants who are totally and permanently disabled may elect to withdraw their account balances through written notice to the Committee at any time. Also, participants who have attained age 59 ½ may elect to withdraw their balances by written notice to the Committee, but upon doing so will cease to be eligible to make salary reduction contributions for one year.

Participants may make withdrawals of any part or all of the balance in their salary reduction contribution accounts, prior to termination, in order for the participant to meet an immediate and significant financial need for which a withdrawal would be permitted by IRS regulations. A participant may make only one hardship withdrawal during any Plan year. Participants who make hardship withdrawals will cease to be eligible to make salary reduction contributions for one year.

Distributions of account balances are generally made to participants in a single sum payment. Participants whose employment terminates due to retirement, disability or death may elect to receive their account balances in substantially equal installments over a fixed period, in lieu of a single sum distribution. Distributions are made in cash, except that participants may elect to receive the portion invested in the Tribune Company Stock Fund in whole shares of Tribune Company common stock.

Plan termination

Subject to any collective bargaining agreement, the Company has the right to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their employer contributions.

Forfeited accounts

Forfeitures of terminated non-vested account balances are used to reduce future employer contributions and totaled $2,329 and $7,914 at December 31, 2002 and 2001, respectively.


28



NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting

The financial statements of the Plan are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Investment valuation and income recognition

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.

Net appreciation or depreciation in fair value of investments includes both realized gains and losses on investments sold and unrealized gains and losses on investments held at the end of the year.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Payment of benefits

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, filed with the Department of Labor. At December 31, 2002 and 2001, all benefit claims that were processed and approved for payment had been distributed

Administrative fees

Administrative fees of $18,007 for the year ended December 31, 2002 were paid by the Plan.


29



NOTE 3 – INVESTMENTS

The following presents investments that represent 5% or more of the Plan’s net assets:

December 31,
2002
2001
     Vanguard Institutional Index Fund; 17,686 units      
         and 16,607 units, respectively  $1,422,845   $1,741,951  
     Vanguard Prime Money Market Fund; 1,141,254 units 
         and 894,201 units, respectively  1,141,254   894,201  
     Tribune Company Stock Fund; 27,988 units 
         and 26,213 units, respectively  767,418   591,621  
     Vanguard Wellington Admiral Fund; 6,792 units 
         and 0, respectively  288,177    
     Vanguard Wellington Investor Fund; 0 units 
         and 9,984 units, respectively    272,176  

During 2002, the Plan’s investments (including both realized gains and losses on investments sold and unrealized gains and losses on investments held at the end of the year) depreciated in value by $391,885 as follows:


     Mutual funds   $(523,085 )
     Tribune Company Stock Fund  131,200  

     Net depreciation in fair value of investments  $(391,885 )


NOTE 4 – INCOME TAX STATUS

The IRS has determined and informed the Company by letter dated August 22, 2002, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

NOTE 5 – RELATED PARTY TRANSACTIONS

Certain Plan investments are shares of mutual funds managed by Vanguard. Vanguard is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.


30



NOTE 6 – RISKS AND UNCERTAINTIES

The Plan provides for various investment options in several investment securities and instruments. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risks associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks and values in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.


31



WPIX INC. HOURLY EMPLOYEES' RETIREMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2002
(UNAUDITED)

Identity of Issue or Borrower
Description
Market
Value

*    Vanguard Prime Money Market Fund   Money Market Fund   $1,141,254  
   
*   Vanguard Money Market Reserves - Prime Portfolio - 
    Short Term Investment Fund  Money Market Fund  26,895  
   
*   Vanguard Institutional Index Fund  Registered Investment  1,422,845  
   
*   Tribune Company Stock Fund  Stock Fund  767,418  
   
*   Vanguard Wellington Admiral Fund  Registered Investment  288,177  
   
*   Vanguard Total Bond Market Index Fund  Registered Investment  127,678  
   
*   Vanguard Explorer Fund  Registered Investment  106,337  
   
*   Vanguard International Growth Fund  Registered Investment  82,260  

       Total Assets (Held at End of Year)     $3,962,864  

       * Party-in-interest 

32



TRIBUNE COMPANY DEFINED CONTRIBUTION RETIREMENT PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2002 AND 2001
AND FOR THE YEAR ENDED DECEMBER 31, 2002

 


33



REPORT OF INDEPENDENT AUDITORS

To the Participants and Administrator
of the Tribune Company Defined Contribution Retirement Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Tribune Company Defined Contribution Retirement Plan (the “Plan”) at December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. 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 auditing standards generally accepted in the United States of America, 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 our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic 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 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/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP


Chicago, Illinois
June 19, 2003


34



TRIBUNE COMPANY DEFINED CONTRIBUTION RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,
2002
2001
Assets:      
  
    Investments, at fair value  $3,298,699   $3,317,885  
  
    Receivables: 
         Contributions from participants  19,395   16,418  
         Contributions from Tribune Company  33,734   3,430  


  
    Total receivables  53,129   19,848  


  
Net assets available for benefits  $3,351,828   $3,337,733  



The accompanying notes are an integral part of the financial statements.

35



TRIBUNE COMPANY DEFINED CONTRIBUTION RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


Year Ended
December 31, 2002

Additions:    
     Additions to net assets attributed to: 
         Contributions: 
              Participants  $    413,227  
              Tribune Company  136,837  

  
     Total additions  550,064  

  
 Deductions: 
     Deductions from net assets attributed to: 
         Investment income (loss): 
              Interest and dividends  63,126  
              Net depreciation in fair value of investments  (451,832 )

              Net investment loss  (388,706 )
  
         Benefits paid to participants or their beneficiaries  (125,349 )
         Administrative fees  (21,914 )

  
     Total deductions  (535,969 )

  
     Net increase in net assets available for benefits  14,095  
  
 Net assets available for benefits: 
     Beginning of year  3,337,733  

  
     End of year  $ 3,351,828  


The accompanying notes are an integral part of the financial statements.

36



TRIBUNE COMPANY DEFINED CONTRIBUTION RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – PLAN DESCRIPTION

The following brief description of the Tribune Company Defined Contribution Retirement 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 January 1, 1986 by Tribune Company (the “Company”). The Plan is a defined contribution plan that covers the members of the American Federation of Television and Radio Artists (“AFTRA”) unions at KTLA Inc. and WPIX Inc., the International Brotherhood of Electrical Workers (“IBEW”) unions at WEWB Inc., WLVI Inc. and WPHL Inc., and the Newspaper Guild union at WPIX Inc. who meet age and service requirements, as defined in the Plan document. 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.

Plan administration

The Plan is administered by the Tribune Company Employee Benefits Committee (the “Committee”) which is appointed by the board of directors of the Company. The Plan’s trustee, Vanguard Fiduciary Trust Company (“Vanguard” or the “Trustee”), is responsible for the custody and management of the Plan’s assets.

Contributions

Participants may elect to make before-tax (“salary reduction”) contributions of 1% to 25% of their compensation (as defined in the Plan) subject to Plan and Internal Revenue Service (“IRS”) limits. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers seven investment alternatives (six mutual funds and the Tribune Company Stock Fund). The Company makes a contribution of 3% of each employee’s eligible compensation to the Plan, based on each union’s collective bargaining agreement. The Company contribution, if applicable, is allocated according to the participants’ investment elections.

Participants may elect to have all or a percentage (in 1% increments) of their contributions and their share of the Company’s contributions, if applicable, invested in or transferred among one or more of the investment funds. Participants’ may elect that up to 100% of their contributions and up to 100% of their share of the Company’s 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.


37



Participants may change their investment options effective with the next pay period. Participants may make interfund transfers on a daily basis.

Participant rollovers represent transfers made to the Plan from another qualified plan or from the Plan to an individual retirement account or another qualified plan.

Participants’ accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant elections or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are vested immediately in their own contributions. Participants earn vesting rights to Company contributions at a rate of 20% per year of service, or 100% after five years. Full vesting is provided at retirement, disability or death, regardless of service.

Payment of benefits

Participants who are totally and permanently disabled may elect to withdraw their account balances through written notice to the Committee at any time. Also, participants who have attained age 59 ½ may elect to withdraw their balances by written notice to the Committee, but upon doing so will cease to be eligible to make salary reduction contributions for one year.

Participants may make withdrawals of any part or all of the balance in their salary reduction contribution accounts, prior to termination, in order for the participant to meet an immediate and significant financial need for which a withdrawal would be permitted by IRS regulations. A participant may make only one hardship withdrawal during any Plan year. Participants who make hardship withdrawals will cease to be eligible to make salary reduction contributions for one year.

Distributions of account balances are generally made to participants in a single sum payment. Participants whose employment terminates due to retirement, disability or death may elect to receive their account balances in substantially equal installments over a fixed period, in lieu of a single sum distribution. Distributions are made in cash, except that participants may elect to receive the portion invested in the Tribune Company Stock Fund in whole shares of Tribune Company common stock.

Plan termination

Subject to any collective bargaining agreement, the Company has the right to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their employer contributions.


38



Forfeited accounts

Forfeitures of terminated non-vested account balances are used to reduce future employer contributions and totaled $4,624 and $726 at December 31, 2002 and 2001, respectively.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting

The financial statements of the Plan are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Investment valuation and income recognition

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.

Net appreciation or depreciation in fair value of investments includes both realized gains and losses on investments sold and unrealized gains and losses on investments held at the end of the year.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Payment of benefits

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, filed with the Department of Labor. At December 31, 2002 and 2001, all benefit claims that were processed and approved for payment had been distributed.

Administrative fees

Administrative fees of $21,914 for the year ended December 31, 2002 were paid by the Plan.


39



NOTE 3 – INVESTMENTS

The following presents investments that represent 5% or more of the Plan’s net assets:

December 31,
2002
2001
     Vanguard Institutional Index Fund; 16,363 units      
         and 15,890 units, respectively  $1,316,401   $1,666,693  
     Vanguard Prime Money Market Fund; 739,701 units 
         and 502,556 units, respectively  739,701   502,556  
     Tribune Company Stock Fund; 11,929 units 
         and 9,089 units, respectively  327,100   205,132  
     Vanguard Total Bond Market Index Fund; 29,164 units 
         and 27,090 units, respectively  302,726   274,690  
     Vanguard Explorer Fund; 5,924 units 
         and 5,884 units, respectively  269,504   354,891  
     Vanguard Wellington Admiral Fund; 4,829 units 
         and 0 units, respectively  204,912    
     Vanguard Wellington Investors Fund; 0 units 
         and 7,850 units, respectively    213,988  

During 2002, the Plan’s investments (including both realized gains and losses on investments sold and unrealized gains and losses on investments held at the end of the year) depreciated in value by $451,832 as follows:

     Mutual funds   $(494,629 )
     Tribune Company Stock Fund  42,797  

     Net depreciation in fair value of investments  $(451,832 )


NOTE 4 – INCOME TAX STATUS

The IRS has determined and informed the Company by letter dated August 22, 2002, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

NOTE 5 – RELATED PARTY TRANSACTIONS

Certain Plan investments are shares of mutual funds managed by Vanguard. Vanguard is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.


40



NOTE 6 – RISKS AND UNCERTAINTIES

The Plan provides for various investment options in several investment securities and instruments. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risks associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks and values in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.


41



TRIBUNE COMPANY DEFINED CONTRIBUTION RETIREMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2002

Identity of Issue or Borrower
Description
Market
Value

*    Vanguard Prime Money Market Fund   Money Market Fund   $   739,701  
   
*   Vanguard Money Market Reserves - Prime Portfolio - 
    Short Term Investment Fund  Money Market Fund  55,749  
   
*   Vanguard Institutional Index Fund  Registered Investment  1,316,401  
   
*   Tribune Company Stock Fund  Stock Fund  327,100  
   
*   Vanguard Total Bond Market Index Fund  Registered Investment  302,726  
   
*   Vanguard Explorer Fund  Registered Investment  269,504  
   
*   Vanguard Wellington Admiral Fund  Registered Investment  204,912  
   
*   Vanguard International Growth Fund  Registered Investment  82,606  

   
       Total Assets (Held at End of Year)     $3,298,699  

       * Party-in-interest 

42



CHICAGO TRIBUNE TAX DEFERRED INVESTMENT PLAN FOR MACHINISTS

(UNAUDITED)
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2002 AND 2001
AND FOR THE YEAR ENDED DECEMBER 31, 2002

 


43



CHICAGO TRIBUNE TAX DEFERRED INVESTMENT PLAN FOR MACHINISTS

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

(UNAUDITED)
December 31,

2002
2001
Assets:      
  
    Investments, at fair value  $1,382,401   $1,495,262  
  
     Contributions receivable from participants  4,293   2,826  


  
Net assets available for benefits  $1,386,694   $1,498,088  



The accompanying notes are an integral part of the financial statements.

44



CHICAGO TRIBUNE TAX DEFERRED INVESTMENT PLAN FOR MACHINISTS

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

(UNAUDITED)
Year Ended
December 31, 2002

Additions:    
     Additions to net assets attributed to: 
         Participant contributions  $    100,548  

  
     Total additions  100,548  

  
 Deductions: 
     Deductions from net assets attributed to: 
         Investment income (loss): 
              Interest and dividends  28,211  
              Net depreciation in fair value of investments  (184,271 )

              Net investment loss  (156,060 )
  
         Benefits paid to participants or their beneficiaries  (43,438 )
         Administrative fees  (12,444 )

  
     Total deductions  (211,942 )

  
     Net decrease in net assets available for benefits  (111,394 )
  
 Net assets available for benefits: 
     Beginning of year  1,498,088  

  
     End of year  $ 1,386,694  


The accompanying notes are an integral part of the financial statements.

45



CHICAGO TRIBUNE TAX DEFERRED INVESTMENT PLAN FOR MACHINISTS

NOTES TO FINANCIAL STATEMENTS – (UNAUDITED)

NOTE 1 – PLAN DESCRIPTION

The following brief description of the Chicago Tribune Tax Deferred Investment Plan for Machinists (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 January 1, 1996 by Tribune Company (the “Company”). The Plan is a defined contribution plan that covers the International Association of Machinists union employees at Chicago Tribune who meet age and service requirements. 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”). In accordance with ERISA, an audit is not required for the Plan. 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.

Plan administration

The Plan is administered by the Tribune Company Employee Benefits Committee (the “Committee”), which is appointed by the board of directors of the Company. The Plan’s trustee, Vanguard Fiduciary Trust Company (“Vanguard” or the “Trustee”), is responsible for the custody and management of the Plan’s assets.

Contributions

Participants may elect to make before-tax (“salary reduction”) contributions of 1% to 25% of their compensation (as defined in the Plan) subject to Plan and Internal Revenue Service (“IRS”) limits. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers five investment alternatives (four mutual funds and the Tribune Company Stock Fund).

Participants may elect to have all or a percentage (in 1% increments) of their contributions invested in or transferred among one or more of the investment funds. Participants may elect that up to 100% of their contributions be invested in the Tribune Company Stock Fund. The Trustee’s purchases of Tribune Company common stock are made in the open market. Participants may change their investment options effective with the next pay period. Participants may make interfund transfers on a daily basis.

Participant rollovers represent transfers made to the Plan from another qualified plan or from the Plan to an individual retirement account or another qualified plan.


46



Participants’ accounts

Each participant’s account is credited with the participant’s contribution and allocations of Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant elections or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are, at all times, 100% vested in their own accounts.

Payment of benefits

Participants who are totally and permanently disabled may elect to withdraw their account balances through written notice to the Committee at any time. Also, participants who have attained age 59 ½ may elect to withdraw their balances by written notice to the Committee, but upon doing so will cease to be eligible to make salary reduction contributions for one year.

Participants may make withdrawals of any part or all of the balance in their salary reduction contribution accounts, prior to termination, in order for the participant to meet an immediate and significant financial need for which a withdrawal would be permitted by IRS regulations. A participant may make only one hardship withdrawal during any Plan year. Participants who make hardship withdrawals will cease to be eligible to make salary reduction contributions for one year.

Distributions of account balances are generally made to participants in a single sum payment. Participants whose employment terminates due to retirement, disability or death may elect to receive their account balances in substantially equal installments over a fixed period, in lieu of a single sum distribution. Distributions are made in cash, except that participants may elect to receive the portion invested in the Tribune Company Stock Fund in whole shares of Tribune Company common stock.

Participant loans

The Plan permits participants to borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loans fund. Loan terms range from one to five years. The loans are secured by the balance in the participant’s account. The interest rate for a loan is the prime rate on the last business day of the prior month and is fixed for the life of the loan. Principal and interest are paid ratably through payroll deductions.

Plan termination

Subject to any collective bargaining agreement, the Company has the right to terminate the Plan at any time, subject to the provisions of ERISA.


47



NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting

The financial statements of the Plan are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Investment valuation and income recognition

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 amounts originally borrowed by participants, less amounts subsequently repaid.

Net appreciation or depreciation in fair value of investments includes both realized gains and losses on investments sold and unrealized gains and losses on investments held at the end of the year.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Payment of benefits

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, filed with the Department of Labor. At December 31, 2002 and 2001, all benefit claims that were processed and approved for payment had been distributed.

Administrative fees

Administrative fees of $12,444 for the year ended December 31, 2002 were paid by the Plan.


48



NOTE 3 – INVESTMENTS

The following presents investments that represent 5% or more of the Plan’s net assets:

December 31,
2002
2001
     Vanguard Institutional Index Fund; 4,798 units      
         and 7,595 units, respectively  $386,022   $796,611  
     Vanguard Prime Money Market Fund; 528,656 units 
         and 302,302 units, respectively  528,656   302,302  
     Tribune Company Stock Fund; 6,731 units 
         and 6,199 units, respectively  184,573   139,923  
     Vanguard Explorer Fund; 0 units 
         and 1,804 units, respectively    108,802  
     Vanguard Total Bond Market Index Fund; 22,570 units 
         and 6,721 units, respectively  234,274   68,147  

During 2002, the Plan’s investments (including both realized gains and losses on investments sold and unrealized gains and losses on investments held at the end of the year) depreciated in value by $184,271 as follows:

     Mutual funds   $(208,277 )
     Tribune Company Stock Fund  24,006  

     Net depreciation in fair value of investments  $(184,271 )


NOTE 4 - INCOME TAX STATUS

The IRS has determined and informed the Company by letter dated October 3, 2002, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

NOTE 5 – RELATED PARTY TRANSACTIONS

Certain Plan investments are shares of mutual funds managed by Vanguard. Vanguard is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.


49



NOTE 6 – RISKS AND UNCERTAINTIES

The Plan provides for various investment options in several investment securities and instruments. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risks associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks and values in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.


50



CHICAGO TRIBUNE TAX DEFERRED INVESTMENT PLAN FOR MACHINISTS

SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2002
(UNAUDITED)

Identity of Issue or Borrower
Description
Market
Value

*    Vanguard Prime Money Market Fund   Money Market Fund   $   528,656  
   
*   Vanguard Money Market Reserves - Prime Portfolio - 
    Short Term Investment Fund  Money Market Fund  4,047  
   
*   Vanguard Institutional Index Fund  Registered Investment  386,022  
   
*   Vanguard Total Bond Index Institutional  Registered Investment  234,274  
   
*   Tribune Company Stock Fund  Stock Fund  184,573  
   
*   Vanguard Wellington Fund  Registered Investment  14,994  
   
*   Participant Loans  Loans to participants (maturities range from  29,835  
      1 to 4 years, interest rates range from
4.75% to 9.50%)
   

        Total Assets (Held at End of Year)     $1,382,401  

       * Party-in-interest 

51



TIMES MIRROR SAVINGS PLUS PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2002 AND 2001
AND FOR THE YEAR ENDED DECEMBER 31, 2002

 


52



REPORT OF INDEPENDENT AUDITORS

To the Participants and Administrator
of the Times Mirror Savings Plus Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Times Mirror Savings Plus Plan (the “Plan”) at December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. 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 auditing standards generally accepted in the United States of America, 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 our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic 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 the audits 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/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP


Chicago, Illinois
June 19, 2003


53



TIMES MIRROR SAVINGS PLUS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,
2002
2001
Assets:      
  
    Investments  $774,029,349   $879,664,145  
  
    Receivables: 
       Contributions from participants  633,162   742,963  
       Contributions from Tribune Company  208,678   245,846  


  
    Total receivables  841,840   988,809  


  
Net assets available for benefits  $774,871,189   $880,652,954  



The accompanying notes are an integral part of the financial statements.

54



TIMES MIRROR SAVINGS PLUS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended
December 31, 2002

Additions:    
     Additions to net assets attributed to: 
         Contributions: 
              Participants  $   37,067,565  
              Tribune Company  12,017,084  

  
     Total additions  49,084,649  

  
 Deductions: 
     Deductions from net assets attributed to: 
         Investment income (loss): 
              Interest and dividends  14,957,597  
              Net depreciation in fair value of investments  (75,075,337 )

              Net investment loss  (60,117,740 )
  
         Benefits paid to participants or their beneficiaries  (94,487,976 )
         Administrative fees  (260,698 )

  
     Total deductions  (154,866,414 )

  
     Net decrease in net assets available for benefits  (105,781,765 )
  
 Net assets available for benefits: 
     Beginning of year  880,652,954  

  
     End of year  $ 774,871,189  


The accompanying notes are an integral part of the financial statements.

55



TIMES MIRROR SAVINGS PLUS PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – PLAN DESCRIPTION

The following brief description of the Times Mirror Savings Plus 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 December 15, 1983 by the Times Mirror Company. On June 12, 2000, the Times Mirror Company and Tribune Company (the “Company”) completed the merger of the Times Mirror Company into the Company 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. Plan 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.

The Plan is a defined contribution plan that covers eligible salaried and hourly employees of the former Times Mirror 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.

Certain employees of the former Times Mirror Company and participating subsidiaries are generally eligible to participate if they are 21 years of age, except for employees covered by collective bargaining agreements which do not provide for their participation in the Plan.

Plan administration

The Plan is administered by the Tribune Company Employee Benefits Committee (the “Committee”), which is appointed by the board of directors of the Company. The Plan’s trustee, Fidelity Management Trust Company, (“Fidelity” or the “Trustee”), is responsible for the custody and management of the Plan’s assets.

Contributions

Participants may elect to make before-tax (“salary reduction”) contributions of 1% to 25% of their compensation (as defined in the Plan) subject to Plan and Internal Revenue Service (“IRS”) limits. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers 13 investment alternatives. After the first full year of eligible service, the Company makes a contribution to the Plan in an amount equal to 50% of the first 6% of participant


56



before-tax contributions for that period. The Company contribution is allocated according to the participants’ investment elections. Certain participants may elect to contribute an additional 1% to 15% of basic compensation 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. After-tax contributions are not matched by the Company.

Participants may elect to have all or a percentage (in 1% increments) of their contributions and their share of the Company’s contributions invested in or transferred among one or more of the investment funds. Participants’ may elect that up to 100% of their contributions and up to 100% of their share of the Company’s matching contributions be invested in the Tribune Company Stock Fund. The Trustee’s purchases of Tribune Company common stock are made in the open market. Participants may change their investment options effective with the next pay period. Participants may make interfund transfers on a daily basis.

Participant rollovers represent transfers made to the Plan from another qualified plan or from the Plan to an individual retirement account or another qualified plan.

Participants’ accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant elections or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are 100% vested in their before-tax and after-tax employee contributions at all times. As a result of the merger discussed in Note 1, participants who were employees as of June 12, 2000 became 100% vested in their accounts and the Company contributions as of and subsequent to June 12, 2000. An employee who became a participant after June 12, 2000 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.

Payment of benefits

Participants who are totally and permanently disabled may elect to withdraw their account balances through written notice to the Committee at any time. Also, participants who have attained age 59 ½ may elect to withdraw their balances by written notice to the Committee, but upon doing so will cease to be eligible to make salary reduction contributions for one year.

Participants may make withdrawals of any part or all of the balance in their salary reduction contribution accounts, prior to termination, in order for the participant to meet an immediate and significant financial need for which a withdrawal would be permitted by IRS regulations. A participant may make only one hardship withdrawal during any Plan year. Participants who make hardship withdrawals will cease to be eligible to make salary reduction contributions for one year.


57



Distributions of account balances are generally made to participants in a single sum payment. Participants whose employment terminates due to retirement, disability or death may elect to receive their account balances in substantially equal installments over a fixed period, in lieu of a single sum distribution. Distributions are made in cash, except that participants may elect to receive the portion invested in the Company Stock Fund in whole shares of Tribune Company common stock.

Participant loans

The Plan permits participants to borrow from their accounts a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance less the highest outstanding loan balance during the most recent 12 month period. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loans fund. Each loan shall be repaid within 5 years unless the loan is to be used to acquire a principal residence in which the loan shall be repaid within 30 years. The loans are secured by the balance in the participant’s account. The interest rate for a loan is the prime rate on the last business day of the prior month and is fixed for the life of the loan. Principal and interest are paid ratably through payroll deductions.

Plan termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of the Plan termination, participants would become 100 percent vested in their employer contributions.

Forfeited accounts

Forfeitures of terminated non-vested account balances are used to reduce future employer contributions and totaled $128,461 and $167,582 at December 31, 2002 and 2001, respectively.

Reclassifications

Certain 2001 amounts have been reclassified to conform to the 2002 presentation.

NOTE 2 – ACCOUNTING POLICIES

Basis of accounting

The financial statements of the Plan are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.


58



Investment valuation and income recognition

The Plan’s investments, excluding guaranteed investment contracts (“GIC”), are stated at fair value. GICs held by the Plan are stated at contract value, which consists of amounts invested (net of withdrawals) plus reinvested earnings. Publicly traded funds are valued at quoted market prices on the last business day of the Plan year. The Tribune Company Stock Fund and the Cox Communications, Inc. Stock Fund are 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 amounts originally borrowed by participants, less amounts subsequently repaid.

Net appreciation or depreciation in fair value of investments includes both realized gains and losses on investments sold and unrealized gains and losses on investments held at the end of the year.

Purchases and sales of securities are recorded on a trade-date basis.

Payment of benefits

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, filed with the Department of Labor. At December 31, 2002 and 2001, all benefit claims that were processed and approved for payment had been distributed.

Administrative fees

Administrative fees of $260,698 for the year ended December 31, 2002 were paid by the Plan.


59



NOTE 3 – INVESTMENTS

The following presents investments that represent 5% or more of the Plan’s net assets:


December 31,
2002
2001
     Fidelity Growth & Income Portfolio Fund      
         (5,314,425 and 5,676,333 units in 2002 and 2001, respectively)  $161,080,221   $212,181,316  
     Fidelity Income Fund 
         (10,688,975 and 10,288,131 units in 2002 and 2001, respectively)  150,432,541   137,037,904  
     Tribune Company Stock Fund 
         (9,642,476 and 11,170,293 units in 2002 and 2001, respectively)  122,941,573   116,282,751  
     Fidelity Retirement Money Market Portfolio 
         (72,171,775 and 82,105,997 shares in 2002 and 2001, respectively)  72,171,775   82,105,997  
     Fidelity Diversified International Fund 
         (4,009,393 and 4,223,064 units in 2002 and 2001, respectively)  68,801,188   80,576,063  
     INVESCO Balanced Commingled Pool Fund 
         (1,515,817 and 1,636,419 units in 2002 and 2001, respectively)  46,126,315   58,371,073  
     Fidelity U.S. Equity Index Commingled Pool Fund 
         (1,493,474 and 1,477,254 units in 2002 and 2001, respectively)  39,233,566   49,857,314  
     Cox Communications Inc. Class A Common Stock Fund 
         (1,099,235 and 1,328,757 units in 2002 and 2001, respectively)  29,899,179   53,349,590  

During 2002, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $75,075,337 as follows:

     Mutual funds and other   $(100,123,710 )
     Tribune Company Stock Fund  25,048,373  

     Net depreciation in fair value of investments  $(75,075,337 )


NOTE 4 – INVESTMENT CONTRACTS WITH INSURANCE COMPANIES

The Fidelity Income Fund (“Fund”) primarily invests in traditional and synthetic GICs issued by insurance companies and other financial institutions. The Fund provides participants principal preservation and a stable interest rate that is reset quarterly. The Fund allows for daily withdrawals and exchanges that are paid at contract value (principal and interest accrued to date). All GICs included in the Fund are accounted for at contract value.

Traditional GICs provide for the payment of a specified rate of interest to the Fund and for the repayment of principal when the contract matures. Certain restrictions exist such that penalties may result from the termination of these contracts or early withdrawal of assets by the Plan.

The fair value of the traditional GICs was $14,848,030, which was $314,799 higher than the contract value of $14,533,231 as of December 31, 2002. The fair value of the traditional GICs was $27,729,536, which was $714,867 higher than the contract value of $27,014,669 as of


60



December 31, 2001. Fair value for each traditional GIC is estimated by calculating the net present value of the contract value at the scheduled maturity date.

Synthetic GICs simulate the performance of a traditional investment contract. The plan owns the assets underlying the synthetic GICs. To enable the Fund to realize a specific known value for the assets if it needs to liquidate them to make benefit payments, the Fund purchases fully benefit responsive “wrapper” contracts issued by financial institutions. These contracts provide the Fund with market and cash flow risk protection. The Plan’s investment guidelines for synthetic GICs require that the financial institutions have a minimum credit rating of AA or equivalent.

The average yield for Fidelity Income Fund investments was 5.97% in 2002. The weighted average crediting rate for the investment contracts was 5.24% in 2002.

NOTE 5 – INCOME TAX STATUS

The IRS has determined and informed the Company by letter dated April 28, 2003, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code.

NOTE 6 – RELATED PARTY TRANSACTIONS

Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.

NOTE 7 – RISKS AND UNCERTAINTIES

The Plan provides for various investment options in several investment securities and instruments. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risks associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks and values in the near term would materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits and the statements of changes in net assets available for benefits.


61



TIMES MIRROR SAVINGS PLUS PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2002

Identity of Issue or Borrower
Description
Market
Value

*   Fidelity Income Fund:        
   **     Ohio National Life Insurance, 5.88%, due 9/2/03  Traditional GIC  $     3,838,195  
   **     United of Omaha Life Insurance Co., 5.50%, due 7/31/03  Traditional GIC  3,069,616  
   **     New York Life Insurance, 6.03%, due 4/30/03  Traditional GIC  2,601,033  
   **     American International Life Assurance Co., 5.70% due 3/31/03  Traditional GIC  2,541,635  
   **     Allstate Life Insurance Co. 5.29%, due 10/15/03  Traditional GIC  2,482,752  
   ***   Morgan Guaranty  Synthetic GICs  34,981,947  
   ***   UBS AG  Synthetic GICs  34,981,947  
   ***   Westdeutsche Landesbank  Synthetic GICs  34,981,947  
   ***   State Street Bank and Trust Company  Synthetic GICs  34,981,947  
   ***   Morgan Guaranty  Synthetic Wrapper  (1,956,550 )
   ***   UBS AG  Synthetic Wrapper  (1,957,220 )
   ***   Westdeutsche Landesbank  Synthetic Wrapper  (1,957,185 )
   ***   State Street Bank and Trust Company  Synthetic Wrapper  (1,956,666 )
            Other  Money Market Fund  3,799,143  

   Sub-Total     150,432,541  
   
*  Fidelity Growth & Income Portfolio Fund  Registered Investment  161,080,221  
*  Fidelity Retirement Money Market Portfolio  Registered Investment  72,171,775  
*  Fidelity Diversified International Fund  Registered Investment  68,801,188  
   PIMCO Total Return Fund  Registered Investment  21,078,481  
   PBHG Growth Fund  Registered Investment  14,842,497  
   MAS Mid-Cap Value Fund  Registered Investment  11,482,513  
   PBHG Emerging Growth Fund  Registered Investment  6,885,970  
   Brinson US Equity Fund  Registered Investment  3,092,581  
   
   INVESCO Balanced Commingled Pool Fund  Collective Trust  46,126,315  
*  Fidelity U.S. Equity Index Commingled Pool Fund  Collective Trust  39,233,566  
   
*  Tribune Company Stock Fund  Stock Fund  122,941,573  
   
   Cox Communications Inc. Class A Common Stock Fund  Stock Fund  29,899,179  
   
*  Participant Loans  Loans to participants (maturities  25,960,949  
      range from 1 to 30 years, interest
rates range from 4.75% to 10.50%)
   

             Total Assets (Held at End of Year)     $ 774,029,349  

       *   Party-in-interest
      **  Stated at contract value
      ***Amounts shown for the synthetic GICs represent the fair value of the underlying assets. Amounts shown
            for the synthetic wrappers represent the difference between the contract value and the fair value.


62
EX-99 3 ex99dcg.htm EXHIBIT 99.1 - D. C. GRENESKO CERTIFICATION D. C. Grenesko Section 906

   EXHIBIT 99.1

CERTIFICATION PURSUANT TO
18 UNITED STATES CODE SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Donald C. Grenesko, the Senior Vice President/Finance and Administration and Chairman, Employee Benefits Committee of Tribune Company, certify that (i) Tribune Company’s Annual Report on Form 10-K/A for the year ended December 29, 2002 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Annual Report on Form 10-K/A for the year ended December 29, 2002 fairly presents, in all material respects, the financial condition and the results of operations of the Tribune Company Savings Incentive Plan, KTLA Inc. Hourly Employees’ Retirement Plan, WPIX Inc. Hourly Employees’ Retirement Plan, Tribune Company Defined Contribution Retirement Plan, Chicago Tribune Tax Deferred Investment Plan for Machinists, and the Times Mirror Savings Plus Plan.

A signed original of this written statement required by Section 906 has been provided to Tribune Company and will be retained by Tribune Company and furnished to the Securities and Exchange Commission or its staff upon request.


 

      /s/  Donald C. Grenesko
     Donald C. Grenesko
     Senior Vice President/
     Finance and Administration
     Chairman, Employee Benefits Committee 
 
     June 27, 2003

EX-99 4 ex99djg.htm EXHIBIT 99.2 - D. J. GRANAT CERTIFICATION D. J. Granat Section 906

   EXHIBIT 99.2

CERTIFICATION PURSUANT TO
18 UNITED STATES CODE SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, David J. Granat, the Vice President and Treasurer of Tribune Company, with principal responsibility for overseeing the plans listed below, certify that (i) Tribune Company’s Annual Report on Form 10-K/A for the year ended December 29, 2002 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Annual Report on Form 10-K/A for the year ended December 29, 2002 fairly presents, in all material respects, the financial condition and the results of operations of the Tribune Company Savings Incentive Plan, KTLA Inc. Hourly Employees’ Retirement Plan, WPIX Inc. Hourly Employees’ Retirement Plan, Tribune Company Defined Contribution Retirement Plan, Chicago Tribune Tax Deferred Investment Plan for Machinists, and the Times Mirror Savings Plus Plan.

A signed original of this written statement required by Section 906 has been provided to Tribune Company and will be retained by Tribune Company and furnished to the Securities and Exchange Commission or its staff upon request.


 

         /s/  David J. Granat
         David J. Granat
         Vice President and Treasurer
 
         June 27, 2003

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