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  As Of               Filer                 Filing     As/For/On Docs:Pgs

 6/28/01  Tribune Co                        10-K/A     12/31/00    1:37

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Benefit Plans                                       HTML    302K 

FORM 10-K/A

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

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

        Aggregate market value of the Company’s voting and non-voting common equity held by non-affiliates on June 15, 2001, 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 $8,696,000,000.

        At June 15, 2001 there were 297,527,598 shares outstanding of the Company's Common Stock ($.01 par value per share), excluding 84,244,691 shares held by subsidiaries and affiliates of the Company.

        The following documents are incorporated by reference, in part:

        Definitive Proxy Statement for the May 8, 2001 Annual Meeting of Shareholders (Part III, to the extent described therein).

        The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for 2000 as set forth in the pages attached hereto:

        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.

   EXHIBIT 23.1

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, 33-21853, 33-26239, 33-47547, 33-59233, 333-00575, 333-03245, 333-18269 and 333-35422) of Tribune Company of our reports dated June 27, 2001 relating to the financial statements of Tribune Company Savings Incentive Plan and the KTLA Inc. Hourly Employees’ Retirement Plan, which appear in this Form 10-K/A.

   EXHIBIT 23.2

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 on Form S-8 (File Nos. 2-90727, 33-21853, 33-26239, 33-47547, 33-59233, 333-00575, 333-03245, 333-18269 and 333-35422) of Tribune Company of our report dated June 15, 2001 relating to the financial statements of the Times Mirror Savings Plus Plan for the year ended December 31, 2000, which appears in this Form 10-K/A.

   EXHIBIT 99

TRIBUNE COMPANY

INDEX

All other schedules of additional financial information required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.

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, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000, 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 for investment purposes at December 31, 2000 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.

TRIBUNE COMPANY SAVINGS INCENTIVE PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

TRIBUNE COMPANY SAVINGS INCENTIVE PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

See notes to financial statements.

TRIBUNE COMPANY SAVINGS INCENTIVE PLAN

NOTES TO FINANCIAL STATEMENTS

The following brief description of the Tribune Company Savings Incentive Plan (the “Plan”) is provided for general information purposes. Participants should refer to the Plan document for more complete information.

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.

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.

On July 3, 2000, the assets of the 401(k) plan for KCPQ-TV were merged into the Plan. On August 1, 2000, the portion of the Dudley Communications 401(k) plan covering employees at KTWB-TV was merged into the Plan. KCPQ-TV was acquired by the Company in March 1999. KTWB-TV was acquired by the Company in June 1998.

Pursuant to the Internal Revenue Code (“IRC”) Section 401(a)(28), participants in the Company’s Employee Stock Ownership Plan (“ESOP”) who are at least age 55 and have 10 or more years of ESOP participation are eligible to transfer a portion of their ESOP account balance to the Plan. Participants transferred assets of $1,985,829 from their ESOP account balances into the Plan during 2000.

The Plan is administered by Tribune Company Employee Benefit 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.

Participants may elect to make before-tax (“salary reduction”) contributions of 1% to 15% of their compensation (as defined in the Plan) subject to Plan and Internal Revenue Service (“IRS”) limits. 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 participant before-tax contributions for that period. 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 100% of their contributions and 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 contribution rollovers are held in the Vanguard Money Market Reserves - Prime Portfolio - Short Term Investment Fund Account until the rollover allocation is effected.

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 earnings 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.

The Plan’s investment assets are held by the Trustee. Separate investment funds are maintained under the Plan.

The funds available to participants include:

Cash and short-term marketable securities may be held in any or all of these funds pending investment and/or to facilitate distributions of reallocations.

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

During 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $67,462,644 as follows:

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

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.

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. At December 31, 2000 and 1999, all benefit claims that were processed and approved for payment had been distributed.

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

Participants may make withdrawals of any part or all of the balance in their salary reduction contribution accounts, prior to termination, in order for the participant to meet an immediate and significant financial need for which a withdrawal would be permitted by IRS regulations. 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.

The Plan permits participants to borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% 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.

The financial statements of the Plan are presented on the accrual basis of accounting.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.

The Plan’s investments are stated at fair value. Publicly traded funds are valued at quoted market prices on the last business day of the Plan year. The Tribune Company Stock Fund is valued at the unit closing price as determined by the Trustee on the last business day of the Plan year. Participant loans are valued at cost, which approximates fair value.

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

Administrative fees are paid by the Plan, if not previously paid by the Company.

The Company has an Internal Revenue Service determination letter dated June 14, 1996 that ruled the Plan qualifies under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the Code), and the underlying trust is, therefore, exempt from Federal income taxes under Section 501(a) of the Code. The Plan has been amended since receiving the determination letter. The Plan is required to operate in conformity with the Code to maintain its tax qualification. The Company is not aware of any course of action or series of events that have occurred which might adversely affect the Plan’s qualified status.

Vanguard acts as Plan trustee at December 31, 2000. Certain plan assets are invested in mutual funds administered by Vanguard.

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. Due to the level of risk 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 in the near term would materially affect participants’ account balances and the amounts reported in the statement of net assets available for plan benefits and the statements of changes in net assets available for plan benefits. The Plan administrator does not anticipate any significant adverse effect on the Plan’s financial position resulting from its investment in securities and instruments. No collateral or other security is required by the Trustee to collateralize these financial statements.

TRIBUNE COMPANY SAVINGS INCENTIVE PLAN

Schedule H, Line 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 2000

*Party-in-interest

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, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000, 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 for investment purposes at December 31, 2000 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.

KTLA INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

See notes to financial statements.

KTLA INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

See notes to financial statements.

KTLA INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

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.

The Plan was established effective December 28, 1992 by Tribune Company (the “Company”). The Plan is a defined contribution plan that covers 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.

The Plan is administered by Tribune Company Employee Benefit 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.

Participants may elect to make before-tax (“salary reduction”) contributions of 1% to 15% of their compensation (as defined in the Plan) subject to Plan and Internal Revenue Service (“IRS”) limits. 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 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 100% of their contributions and 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 contribution rollovers are held in the Vanguard Money Market Reserves - Prime Portfolio - Short Term Investment Fund Account until the rollover allocation is effected.

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 earnings 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.

The Plan’s investment assets are held by the Trustee. Separate investment funds are maintained under the Plan.

Cash and short-term marketable securities may be held in any or all of these funds pending investment and/or to facilitate distributions of reallocations.

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

During 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $1,213,585 as follows:

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

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.

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. At December 31, 2000 and 1999, all benefit claims that were processed and approved for payment had been distributed.

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

Participants may make withdrawals of any part or all of the balance in their salary reduction contribution accounts, prior to termination, in order for the participant to meet an immediate and significant financial need for which a withdrawal would be permitted by IRS regulations. 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.

Subject to any collective bargaining agreement, the Company has the right to amend or terminate the Plan at any time.

The financial statements of the Plan are presented on the accrual basis of accounting.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.

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

Administrative fees are paid by the Plan, if not previously paid by the Company.

The Company has an Internal Revenue Service determination letter dated February 6, 1996 that ruled the Plan qualifies under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the Code), and the underlying trust is, therefore, exempt from Federal income taxes under Section 501(a) of the Code. The Plan has been amended since receiving the determination letter. The Plan is required to operate in conformity with the Code to maintain its tax qualification. The Company is not aware of any course of action or series of events that have occurred which might adversely affect the Plan’s qualified status.

Vanguard acts as Plan trustee at December 31, 2000. Certain plan assets are invested in mutual funds administered by Vanguard.

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. Due to the level of risk 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 in the near term would materially affect participants’ account balances and the amounts reported in the statement of net assets available for plan benefits and the statements of changes in net assets available for plan benefits. The Plan administrator does not anticipate any significant adverse effect on the Plan’s financial position resulting from its investment in securities and instruments. No collateral or other security is required by the Trustee to collateralize these financial statements.

KTLA INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

Schedule H, Line 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 2000

* Party-in-interest

WPIX, INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

See notes to financial statements.

WPIX, INC. HOURLY EMPLOYEES’ RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS