SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 26, 1993 Commission file number 1-8572
TRIBUNE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-1880355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
435 North Michigan Avenue, Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 222-9100
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- - - - - ------------------- ------------------------
Common Stock (without par value) New York Stock Exchange
Preferred Share Purchase Rights Chicago Stock Exchange
Pacific Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ].
Aggregate market value of the Company's voting stock held by non-
affiliates on June 17, 1994, 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 $3,948,800,000.
At June 17, 1994 there were 67,500,117 shares of the Company's Common
Stock outstanding.
The following documents are incorporated by reference, in part:
1993 Annual Report to Stockholders (Parts I and II, to the extent
described therein).
Definitive Proxy Statement for the April 19, 1994 Annual Meeting of
Stockholders (Part III,to the extent described therein).
<PAGE>
SIGNATURE
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
1993 as set forth in the pages attached hereto:
(a) Exhibit 99, Form 11-K financial statements relating to the Tribune
Company Savings Incentive Plan, is filed herewith.
(b) Exhibit 23.1, Consent of Independent Accountants, is filed
herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRIBUNE COMPANY
(Registrant)
Date: June 23, 1994 R. Mark Mallory
Vice President and Controller
(on behalf of the Registrant and as
chief accounting officer)
<PAGE>
EXHIBIT 99
FORM 11-K FINANCIAL STATEMENTS
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
INDEX
Page
Financial Statements
Report of Independent Accountants..................... 2
Statements of Financial Condition as of
December 31, 1993 and 1992......................... 3
Statements of Income and Changes in Plan
Equity for the years ended December 31, 1993,
1992 and 1991...................................... 4
Notes to Financial Statements....................... 5-13
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Tribune Company Savings Incentive Plan
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of the Tribune
Company Savings Incentive Plan (the Plan) at December 31, 1993 and 1992, and
the results of its operations and the changes in its plan equity for each of
the three years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Price Waterhouse
Chicago, Illinois
June 17, 1994
2
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION> December 31,
------------------
1993 1992
------ ------
<S> <C> <C>
ASSETS
Investments, at market value:
The Northern Trust Company Collective Short
Term Investment Fund, at cost which
approximates market value (par $1) $64,652,271 $77,688,342
The Northern Trust Company Collective Stock
Index Fund; 1,581,994 units and 1,554,844
units, respectively (cost-$47,321,045 and
$44,304,049, respectively; net asset value
per unit-$38.06 and $34.61, respectively) 60,210,692 53,813,151
Tribune Company Common Stock; 1,120,035 shares
and 1,193,838 shares, respectively (cost-
$18,697,461 and $18,148,656, respectively) 67,342,104 57,304,224
MFO Wellington Fund, Inc. $1 par open end fund;
1,579,690 units and 863,763 units, respectively
(cost-$30,613,478 and $16,251,605, respectively;
net asset value per unit - $20.40 and $19.16,
respectively) 32,225,675 16,549,703
Receivables:
Contributions from participants 1,001,983 950,646
Contributions from Tribune Company 168,270 160,189
Participant loans 82,636 198,566
Interest and dividends 170,732 219,767
------------ ------------
TOTAL ASSETS $225,854,363 $206,884,588
============ ============
LIABILITIES AND PLAN EQUITY
Liabilities $ - $ -
Plan Equity 225,854,363 206,884,588
------------ ------------
TOTAL LIABILITIES AND PLAN EQUITY $225,854,363 $206,884,588
============ ============
See notes to financial statements.
</TABLE>
3
PAGE
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION> Year Ended December
31,
- - - - - --------------------------------
1993 1992
1991
------ ------
- - - - - ------
<S> <C> <C> <C>
Interest $ 2,173,165 $ 2,638,491 $
1,538,969
Dividends 3,848,088 3,112,917
747,722
------------ ------------
- - - - - -----------
Net investment income 6,021,253 5,751,408
2,286,691
Net realized gain on sale of investments 2,675,108 363,156
145,360
Change in unrealized appreciation of investments 16,902,619 8,564,911
4,955,146
Contributions from participants 10,541,469 10,232,341
9,235,864
Contributions from Tribune Company 1,795,505 1,722,260
1,612,698
Transfer of assets from other Tribune Company
benefit plans - 134,486,752
-
Distributions to participants or their
beneficiaries (18,798,052) (10,843,949)
(7,082,783)
Administrative fees (168,127) (177,393)
(66,663)
------------ ------------
- - - - - -----------
Net increase in plan equity during the year 18,969,775 150,099,486
11,086,313
Plan Equity:
Beginning of year 206,884,588 56,785,102
45,698,789
------------ ------------
- - - - - -----------
End of year $225,854,363 $206,884,588
$56,785,102
============ ============
===========
See notes to financial statements.
</TABLE>
4
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PLAN DESCRIPTION
- - - - - -------------------------
The Tribune Company Savings Incentive Plan (the "Plan") was established
effective April 1, 1985 by Tribune Company (the "Company"). The Plan is a
defined contribution plan covering eligible salaried and hourly employees of the
Company and participating subsidiaries. Separate benefit accounts are
maintained for each participant.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). The Company believes that the Plan will continue without
interruption, but reserves the right to terminate the Plan at any time. In the
event of Plan termination, distributions will be made in accordance with the
provisions of ERISA.
The Plan was amended and restated effective January 1, 1989 (the "Restatement
Effective Date") to permit participants to direct the investment of their own
401(k) contributions in the common stock of the Company and to make legally
required and other Plan changes. On December 31, 1988 the Chicago Tribune
Salaried Employees' Profit Sharing Plan was frozen and in the first quarter of
1992, employee accounts under that plan were merged into the Tribune Company
Savings Incentive Plan. The aggregate value of the assets transferred was
approximately $134,500,000.
Each employee of the Company and its participating subsidiaries who was a
participant prior to the Restatement Effective Date continued to be a
participant thereafter, subject to the terms of the Plan. Other employees of
participating subsidiaries of the Plan are generally eligible to participate if
they are 21 years of age and have completed one year of service (generally
defined as 1,000 hours of service in one year), except for employees covered by
collective bargaining agreements which do not provide for their participation in
the Plan.
Contributions
- - - - - -------------
Participants employed by a participating employer of the Company may elect to
make before-tax ("salary reduction") contributions of 1% to 15% of their
compensation (as defined in the Plan) subject to Plan and Internal Revenue
Service limits.
For each pay period after the Restatement Effective Date, the "Contributing
Employers" will make a contribution to the Plan in an amount equal to 25% of the
portion of the salary reduction contribution made by each participant not to
exceed 4% of the participant's compensation for that period.
5
<PAGE>
Investments
- - - - - -----------
The Plan's investment assets are held by The Northern Trust Company, the Plan's
Trustee. Separate Investment Funds are maintained under the Plan. These Funds
include:
(a) A Cash Fund which the Trustee invests in short-term cash equivalents or
similar type investments;
(b) A Diversified Stock Fund which the Trustee invests in common stocks in
a broadly diversified stock portfolio, the performance of which is
designed to closely track the return on the Standard & Poor's 500
Composite Stock Index;
(c) A Company Common Stock Fund which the Trustee invests in shares of the
common stock of the Company;
(d) A Balanced Fund, added January 1, 1992, which the Trustee invests in
Vanguard's MFO Wellington Fund, Inc., a publicly traded mutual fund.
The fund invests in common stocks of large, established companies and
high quality bonds and money market securities.
Participants may elect to have all or a percentage of their contributions and
their share of Contributing Employers' contributions invested in or transferred
among one or more of the Investment Funds. However, in no event may
participants elect that more than 50% of their contributions or 50% of their
share of the employers' matching contributions be invested in the Company
Common Stock Fund. The Trustee's purchases of Company Common Stock are made in
the open market.
Vesting
- - - - - -------
Participants are, at all times, 100% vested in their salary reduction and
matching contribution accounts.
Distributions
- - - - - -------------
Distributions of account balances are generally made to participants in a lump
sum payment. An election may be made by participants to have payment deferred
until the end of the calendar year. In addition, participants whose employment
terminates due to retirement, disability or death may elect to receive their
vested account balances in substantially equal installments over a fixed
period, in lieu of a lump sum distribution. Distributions are made in cash,
except that participants may elect to receive the portion invested in the
Company Common Stock Fund in whole shares of Company Common Stock.
Distributions payable to participants at December 31, 1993 and 1992 were
$5,678,631 and $9,398,763, respectively.
Withdrawals
- - - - - -----------
As of any quarterly valuation date, participants who are totally and
permanently disabled may elect to withdraw their account balances through
written notice to the Administrative Committee. Also, participants who have
attained age 59 1/2 may elect to withdraw their balances by written notice to
the Administrative Committee, but upon doing so will cease to be eligible to
make salary reduction contributions for one year.
6
<PAGE>
Participants may make withdrawals of any part or all of the balance in their
salary reduction contribution accounts, prior to termination, in order for the
participant to meet an immediate and significant financial need as determined
by the Administrative Committee in conjunction with the types of hardships for
which a withdrawal would be permitted by Internal Revenue Service regulations.
Only one hardship withdrawal may be made by a participant during any plan year.
Participants who make hardship withdrawals will cease to be eligible to make
salary reduction contributions for one year.
Loans
- - - - - -----
Prior to the Restatement Effective Date, the Plan permitted loans of limited
amounts to participants subject to specific loan terms. As of the Restatement
Effective Date, no new loans to participants can be approved, but repayment of
prior loans continues.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
- - - - - ----------------------------------------
Basis of accounting
- - - - - -------------------
The accounts of the Plan are presented on the accrual basis of accounting.
Valuation of investments
- - - - - ------------------------
Investments are stated at market value. The market value of the shares of the
units of the Trustee's Cash Fund and Diversified Stock Fund are based on the
quoted market and redemption values as determined by the Trustee on the last
business day of the Plan year. The market value of the shares of the Company's
common stock and the units of the Balanced Fund are based on quoted market
values on the last business day of the Plan year. The cost of investments sold
is based on the weighted average method.
Gains and losses are reported under the current value method which calculates
realized gains and losses on investments sold as sales proceeds less the
current value as of the beginning of the year (or acquisition cost if acquired
during the year). Unrealized gains and losses are calculated as the current
value of investments held at the end of the year less their current value as of
the beginning of the year (or acquisition cost if acquired during the year).
Prior year realized and unrealized gains and losses have been reclassified to
conform with the current year presentation.
Expenses of the plan
- - - - - --------------------
The Company generally pays the costs of administering the Plan and Trust,
except that certain expenses described in the Trust Agreement are paid out of
the Trust Fund and are charged to the appropriate Investment Fund accounts.
7
<PAGE>
NOTE 3 - INCOME TAX STATUS
- - - - - --------------------------
The Internal Revenue Service has determined and informed the Company by letter
dated June 15, 1987, that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the determination letter. However, the Plan
administrator and the Company's legal counsel with respect to Plan matters
believe that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
Lump Sum Distributions
- - - - - ----------------------
Lump sum distributions from the Plan may be taxed at ordinary income or, in
special circumstances, long-term capital gain rates under lump sum distribution
rules on the excess of the value of the assets received from the accounts over
the participants' total after-tax contributions, if any. In general, a lump
sum distribution is payment of a participant's entire account balance under the
Plan within one taxable year. Participants who have attained age 59 1/2 are
permitted to make a one-time election to use five-year averaging with respect
to a single lump sum distribution. A tax law transition rule allows
participants who have attained the age 50 by January 1, 1986 to elect to use
five-year averaging under new tax rates or ten-year averaging under old tax
rates with respect to a single lump sum distribution. If any lump sum
distribution includes common stock of the Company, the recipient's taxable
income does not include any net unrealized appreciation of the employer's
securities, defined by the increase in value of the stock over the amount paid
by the Trustee. Such increase is not taxed until the stock is sold. A
participant may elect not to have this rule apply.
Installment Distributions
- - - - - -------------------------
If participants elect to receive their accounts in substantially equal annual
installments (as a result of termination due to retirement, disability or
death), the distributions will be subject to tax at ordinary income rates,
except as to any portion attributable to participants' after-tax contributions.
Withdrawals During Service Period
- - - - - ---------------------------------
Participants' withdrawals from their Plan accounts while employed are taxed at
ordinary income rates on the excess of the value of the assets received over
their after-tax contributions, if any, not recovered by previous withdrawals or
distributions. In addition, the taxable portion of the withdrawal may be
subject to an additional 10% excise tax if the withdrawal is made before the
participant attains age 59 1/2.
Rollovers
- - - - - ---------
Participants can avoid current taxation on the taxable portion of a lump sum
distribution to the extent such amounts are rolled over into an IRA or other
qualified plan. Any distribution received directly by an employee will be
subject to withholding tax. The withholding tax may be avoided by having the
distribution made directly into an IRA or other qualified plan. If any portion
of a lump sum distribution is rolled over, the remaining portion is not
eligible for the long-term capital gain and special ten-year or five-year
averaging treatment described above. Amounts distributed from an IRA will be
taxed at ordinary income tax rates when distributed by the IRA.
8
<PAGE>
NOTE 4 - ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
- - - - - -------------------------------------------------------------------------
December 31, 1993
<TABLE>
<CAPTION> Tribune
Company
Diversified Common
Cash Stock Stock Balanced
Total Fund Fund Fund Fund
----------- ----------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at market value:
The Northern Trust Company
Collective Short Term
Investment Fund $64,652,271 $64,037,996 $ 364,732 $ 173,779 $
75,764
The Northern Trust Company
Collective Stock Index
Fund 60,210,692 - 60,210,692 -
- - - - - -
Tribune Company Common
Stock 67,342,104 - - 67,342,104
- - - - - -
MFO Wellington Fund, Inc. 32,225,675 - - -
32,225,675
----------- ----------- ------------ -----------
- - - - - -----------
Total Investments 224,430,742 64,037,996 60,575,424 67,515,883
32,301,439
Receivables:
Contributions from
participants 1,001,983 243,330 366,340 168,737
223,576
Contributions from
Tribune Company 168,270 42,608 60,626 29,394
35,642
Participant loans 82,636 82,636 - -
- - - - - -
Interest and dividends 170,732 169,711 423 377
221
------------ ----------- ----------- -----------
- - - - - -----------
TOTAL ASSETS $225,854,363 $64,576,281 $61,002,813 $67,714,391
$32,560,878
============ =========== =========== ===========
===========
LIABILITIES AND PLAN EQUITY
Liabilities $ - $ - $ - $ - $
- - - - - -
Plan Equity 225,854,363 64,576,281 61,002,813 67,714,391
32,560,878
------------ ----------- ----------- -----------
- - - - - -----------
TOTAL LIABILITIES
AND PLAN EQUITY $225,854,363 $64,576,281 $61,002,813 $67,714,391
$32,560,878
============ =========== =========== ===========
===========
</TABLE>
9
<PAGE>
NOTE 4 - ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
- - - - - -------------------------------------------------------------------------
(continued)
-----------
December 31, 1992
<TABLE>
<CAPTION> Tribune
Company
Diversified Common
Cash Stock Stock
Balanced
Total Fund Fund Fund
Fund
----------- ----------- ------------ -----------
- - - - - -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at market value:
The Northern Trust Company
Collective Short Term
Investment Fund $ 77,688,342 $77,651,746 $ 2,245 $ 19,696 $
14,655
The Northern Trust Company
Collective Stock Index
Fund 53,813,151 - 53,813,151 -
-
Tribune Company Common
Stock 57,304,224 - - 57,304,224
-
MFO Wellington Fund, Inc. 16,549,703 - - -
16,549,703
------------ ----------- ------------ ------------
- - - - - -----------
Total Investments 205,355,420 77,651,746 53,815,396 57,323,920
16,564,358
Receivables:
Contributions from
participants 950,646 308,194 324,350 149,857
168,245
Contributions from
Tribune Company 160,189 52,831 53,746 26,862
26,750
Participant loans 198,566 198,566 - -
-
Interest and dividends 219,767 218,693 630 401
43
------------ ----------- ------------ ------------
- - - - - -----------
TOTAL ASSETS $206,884,588 $78,430,030 $54,194,122 $57,501,040
$16,759,396
============ =========== ============ ============
===========
LIABILITIES AND PLAN EQUITY
Liabilities $ - $ - $ - $ - $
-
Plan Equity 206,884,588 78,430,030 54,194,122 57,501,040
16,759,396
------------ ----------- ----------- -----------
- - - - - -----------
TOTAL LIABILITIES
AND PLAN EQUITY $206,884,588 $78,430,030 $54,194,122 $57,501,040
$16,759,396
============ =========== =========== ===========
===========
</TABLE>
10
<PAGE>
NOTE 5 - ALLOCATION OF PLAN INCOME AND CHANGES
- - - - - -----------------------------------------------
IN PLAN EQUITY TO INVESTMENT PROGRAMS
-------------------------------------
Year Ended December 31, 1993
<TABLE>
<CAPTION> Tribune
Company
Diversified Common
Cash Stock Stock
Balanced
Total Fund Fund Fund
Fund
------------ ----------- ----------- -----------
- - - - - -----------
<S> <C> <C> <C> <C> <C>
Interest $ 2,173,165 $ 2,157,885 $ 8,607 $ 3,434 $
3,239
Dividends 3,848,088 - 1,569,675 1,071,779
1,206,634
----------- ----------- ----------- -----------
- - - - - -----------
Net investment income 6,021,253 2,157,885 1,578,282 1,075,213
1,209,873
Net appreciation of investments 19,577,727 - 3,878,173 13,806,465
1,893,089
Contributions from participants 10,541,469 2,790,275 3,881,582 1,715,294
2,154,318
Contributions from Tribune Company 1,795,505 488,119 653,365 306,632
347,389
Interfund transfers - (3,724,016) (3,125,736) (3,350,061)
10,199,813
Distributions to participants
or their beneficiaries (18,798,052) (15,481,520) - (3,316,532)
-
Administrative fees (168,127) (84,492) (56,975) (23,660)
(3,000)
----------- ----------- ----------- -----------
- - - - - ----------
Net increase (decrease) in plan
equity during the year 18,969,775 (13,853,749) 6,808,691 10,213,351
15,801,482
Plan Equity:
Beginning of year 206,884,588 78,430,030 54,194,122 57,501,040
16,759,396
------------ ----------- ----------- -----------
- - - - - -----------
End of year $225,854,363 $64,576,281 $61,002,813 $67,714,391
$32,560,878
============ =========== =========== ===========
===========
</TABLE>
11
<PAGE>
NOTE 5 -ALLOCATION OF PLAN INCOME AND CHANGES
- - - - - ---------------------------------------------
IN PLAN EQUITY TO INVESTMENT PROGRAMS (Continued)
-------------------------------------------------
Year Ended December 31, 1992
<TABLE>
<CAPTION> Tribune
Company
Diversified Common
Cash Stock Stock
Balanced
Total Fund Fund Fund
Fund
-------- -------- ----------- ----------
- - - - - ---------
<S> <C> <C> <C> <C> <C>
Interest $ 2,638,491 $ 2,623,718 $ 8,303 $ 4,985 $
1,485
Dividends 3,112,917 - 1,366,761 1,157,960
588,196
----------- ----------- ----------- -----------
- - - - - ----------
Net investment income 5,751,408 2,623,718 1,375,064 1,162,945
589,681
Net appreciation of investments 8,928,067 - 2,446,309 6,048,625
433,133
Contributions from participants 10,232,341 3,537,431 3,482,707 1,655,720
1,556,483
Contributions from Tribune Company 1,722,260 603,149 576,317 295,068
247,726
Transfer of assets from other Tribune
Company benefit plans 134,486,752 60,722,274 28,193,015 45,571,463
-
Interfund transfers - (4,891,075) (3,739,831) (5,304,467)
13,935,373
Distributions to participants
or their beneficiaries (10,843,949) (10,344,023) - (499,926)
-
Administrative fees (177,393) (94,913) (54,096) (25,384)
(3,000)
----------- ---------- ----------- ----------
- - - - - ----------
Net increase in plan
equity during the year 150,099,486 52,156,561 32,279,485 48,904,044
16,759,396
Plan Equity:
Beginning of year 56,785,102 26,273,469 21,914,637 8,596,996
-
------------ ----------- ----------- -----------
- - - - - -----------
End of year $206,884,588 $78,430,030 $54,194,122 $57,501,040
$16,759,396
============ =========== =========== ===========
===========
</TABLE>
12
<PAGE>
NOTE 5 - ALLOCATION OF PLAN INCOME AND CHANGES
- - - - - ----------------------------------------------
IN PLAN EQUITY TO INVESTMENT PROGRAMS (Continued)
-------------------------------------------------
Year Ended December 31, 1991
<TABLE>
<CAPTION> Tribune
Company
Diversified Common
Cash Stock Stock
Total Fund Fund Fund
----------- -------- ------------- ---------
<S> <C> <C> <C> <C>
Interest $ 1,538,969 $ 1,519,469 $ 11,884 $ 7,616
Dividends 747,722 - 570,086 177,636
----------- ----------- ----------- ---------
Net investment income 2,286,691 1,519,469 581,970 185,252
Net appreciation of investments 5,100,506 - 4,102,996 997,510
Contributions from participants 9,235,864 4,308,495 3,073,687 1,853,682
Contributions from Tribune Company 1,612,698 744,505 535,269 332,924
Interfund transfers - 2,771,077 (1,847,549) (923,528)
Distributions to participants
or their beneficiaries (7,082,783) (6,842,977) - (239,806)
Administrative fees (66,663) (34,821) (22,406) (9,436)
----------- ----------- ------------ ---------
Net increase in plan
equity during the year 11,086,313 2,465,748 6,423,967 2,196,598
Plan Equity:
Beginning of year 45,698,789 23,807,721 15,490,670 6,400,398
----------- ----------- ----------- ----------
End of year $56,785,102 $26,273,469 $21,914,637 $8,596,996
=========== =========== =========== ==========
</TABLE>
13
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3 (File No.
33-45793) and on Form S-8 (File Nos. 2-90727, 33-21853, 33-26239 and 33-47547)
of Tribune Company of our report dated June 17, 1994 appearing on page 2 of
Exhibit 99 to Tribune Company's Form 10-K, filed with this Form 10-K/A.
Price Waterhouse
Chicago, Illinois
June 22, 1994
