EX-99 3 ex99form8k4q.htm EXHIBIT 99 - PRESS RELEASE Exhibit 99

   EXHIBIT 99

TRIBUNE REPORTS 2003 FOURTH QUARTER AND FULL YEAR RESULTS
2003 Operating Cash Flow Increases 6% to $1.6 Billion;
Publishing and Broadcasting Groups Continue Margin Improvement

CHICAGO, January 28, 2004—Tribune Company (NYSE: TRB) today reported fourth quarter 2003 diluted earnings per share (EPS) of $1.00 compared with $.57 in the fourth quarter of 2002. The 2003 fourth quarter results included a net non-operating gain of $.34 per diluted share. Non-operating items had no impact on 2002 fourth quarter diluted earnings per share.

For the full year 2003, Tribune reported diluted earnings per share of $2.61 compared with $1.30 in 2002. The 2003 full year results included a net non-operating gain of $.52 per diluted share. In 2002, Tribune recorded a net non-operating loss of $.02 per diluted share, a restructuring charge of $.05 per diluted share and a one-time $.50 loss per diluted share for the cumulative effect of a change in accounting principle related to the initial application of the impairment provisions of FAS 142.

Tribune presents earnings per share amounts on a generally accepted accounting principles (“GAAP”) basis only. This differs from the pro forma earnings per share amounts supplied by broker analysts to databases such as First Call.

“Our financial results reflect solid growth at Tribune’s publishing and broadcast groups,” said Dennis FitzSimons, Tribune’s Chairman, President and CEO. “We met our goal of increasing operating cash flow to $1.6 billion. Despite higher retirement plan costs, cash operating expenses were up just 3 percent, reflecting our intense focus on cost containment. Looking to 2004, we’ll continue to focus on top line revenue growth by meeting the changing needs of our readers, viewers and advertisers.”

FOURTH QUARTER 2003 RESULTS1
CONSOLIDATED

Tribune’s 2003 fourth quarter operating revenues increased 2.8 percent to $1.47 billion from $1.43 billion in the 2002 fourth quarter. Consolidated cash operating expenses decreased $2 million, or 0.2 percent, in the fourth quarter of 2003 primarily due to lower broadcast rights expense and a decline in Radio/Entertainment expenses, partially offset by higher retirement plan and newsprint expenses and the impact of the KPLR-TV, St. Louis and KWBP-TV, Portland, Ore. acquisitions. Operating cash flow was up 10 percent to $458 million, compared with $416 million in the fourth quarter of 2002. Tribune’s operating profit increased 11.6 percent to $400 million, compared with $359 million in 2002.


1 “Operating profit” for each segment excludes interest income and expense, equity earnings and losses, non-operating items and income taxes. “Operating cash flow” is defined as operating profit before restructuring charges, depreciation and amortization. “Cash operating expenses” are defined as operating expenses before restructuring charges, depreciation and amortization. Tables accompanying this release include a reconciliation of operating profit to operating cash flow and operating expenses to cash operating expenses.


1




PUBLISHING

Publishing’s fourth quarter operating revenues were $1.08 billion, up 2.3 percent from last year’s fourth quarter. Publishing cash operating expenses rose by 0.8 percent. Publishing operating cash flow was $304 million, a 6.6 percent increase from $285 million in 2002. Publishing operating profit increased 8.4 percent to $260 million, up from $240 million in 2002.

     Management Discussion
  o

Retail, national and classified advertising revenues discussed below include both print and interactive revenues for 2003 and 2002.

  o

Retail advertising revenues rose by 1 percent for the quarter. Preprint revenues increased 8 percent, with a 20 percent increase in South Florida, an 8 percent increase in Chicago and a 7 percent increase in Los Angeles. Increases in furniture/home furnishing, hardware, electronics and health care were partially offset by a decline in department stores and food.

  o

National advertising was up 7 percent for the quarter with increases in the movies/entertainment, financial and hi-tech categories, partially offset by decreases in travel/resorts and auto manufacturers.

  o

Classified advertising was up 3 percent for the quarter. Auto increased 4 percent and real estate was up 8 percent. Help wanted revenues for the group were up 3 percent; New York rose 4 percent and Los Angeles was up 2 percent while Chicago fell 7 percent.

  o

Interactive revenues were $26 million, up 37 percent, due to strength in classified and banner/sponsorship advertising.

  o

Cash operating expenses increased 0.8 percent from fourth quarter 2002 due primarily to higher newsprint prices and a lower pension credit. Newsprint and ink expense was 5 percent higher than 2002 as newsprint cost per ton was up 8 percent and consumption decreased 2 percent.

  o

In the fourth quarter 2003, publishing’s operating cash flow margin was 28.0 percent, up from 26.9 percent in 2002.


BROADCASTING AND ENTERTAINMENT

Broadcasting and Entertainment’s fourth quarter operating revenues increased 4.1 percent to $386 million, up from $371 million in 2002. Group cash operating expenses were down 4.8 percent in the fourth quarter of 2003. Operating cash flow was $170 million, up 18.1 percent from $144 million in 2002. Operating profit rose 18.7 percent to $156 million from $131 million last year.

Television’s fourth quarter revenues increased 4.1 percent to $353 million, up from $339 million in 2002. Television cash operating expenses decreased 2.2 percent from last year. Television operating cash flow was up 12.8 percent and operating profit rose 12.6 percent.

Radio/Entertainment’s fourth quarter revenues increased 4.2 percent to $33 million, up from $32 million in 2002 due to playoff related revenues for the Chicago Cubs, partially


2




offset by fewer programs in production at Tribune Entertainment. Radio/Entertainment cash operating expenses decreased 21.1 percent from last year primarily due to the production of fewer programs at Tribune Entertainment. Radio/Entertainment operating cash flow was $8.9 million, up from $1.1 million in 2002 and operating profit was $7.5 million, up from a loss of $0.4 million in 2002.

     Management Discussion
  o

Television results excluding acquisitions:

  o

Television revenues increased 1 percent in the quarter compared to the fourth quarter of 2002 which showed a 22 percent increase.

  o

Television cash operating expenses were down 6 percent compared with last year primarily due to decreased broadcast rights amortization, partially offset by higher compensation and benefits expense.

  o

Television’s operating cash flow margin was 45.5 percent, up from 42 percent in 2002.

  o

The Company reached a multi-level agreement with Comcast, the nation’s largest MSO and the dominant cable provider in the Chicago area. In partnership with Comcast and the White Sox, Bulls and Blackhawks, the Company will launch a new regional sports network in September 2004. The Company will receive significant rights fees for the 72 Cubs games that will air on the channel, plus a percentage of the network’s profits. The Company has also sold its 8.6% interest in the Golf Channel to Comcast for $100 million.


EQUITY RESULTS

Equity income was $12 million in the fourth quarter of 2003, compared with $11 million in the fourth quarter of 2002.

NON-OPERATING ITEMS

In the 2003 fourth quarter, Tribune recorded a net after-tax non-operating gain of $114 million, or $.34 per diluted share, while in the 2002 fourth quarter the Company recorded a net after-tax non-operating loss of $2 million. Non-operating items in 2003 included gains from the sale of the Company’s ownership interest in The Golf Channel, marking-to-market the Company’s PHONES derivatives and related Time Warner investment, and insurance recoveries related to Sept. 11, 2001 damage sustained by WPIX-TV in New York. The 2002 fourth quarter non-operating items included a loss from marking-to-market the Company’s PHONES derivatives and related Time Warner investment. In addition, in the fourth quarters of 2003 and 2002, the Company reduced its income tax expense and liabilities by $25 million and $26 million, respectively, as a result of favorably resolving certain state and federal income tax issues.


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FULL YEAR RESULTS
CONSOLIDATED

For the full year 2003, operating revenues increased 3.9 percent to $5.6 billion, up from $5.4 billion in 2002. Consolidated cash operating expenses were up 3.1 percent. Operating cash flow was $1.6 billion, a 6.0 percent increase over the $1.5 billion reported in 2002. Operating profit, before restructuring charges, was up 6.6 percent to $1.4 billion, from $1.3 billion last year.

PUBLISHING

For the full year 2003, operating revenues for Publishing increased 2.4 percent to $4.0 billion, up from $3.9 billion in 2002. Cash operating expenses increased 2.1 percent in 2003. Operating cash flow grew 3.5 percent to $1.1 billion, from $1.0 billion. Operating profit, before restructuring charges, increased 4.0 percent to $885 million, up from $851 million in 2002.

BROADCASTING AND ENTERTAINMENT

For the full year 2003, operating revenues for Broadcasting and Entertainment increased 7.9 percent to $1.6 billion, up from $1.4 billion in 2002. Cash operating expenses increased 5.6 percent in 2003. Operating cash flow rose 11.9 percent to $579 million from $517 million. Operating profit, before restructuring charges, increased 12.4 percent to $529 million, from $470 million.

For the full year 2003, operating revenues for television increased 8.3 percent to $1.3 billion, up from $1.2 billion in 2002. Cash operating expenses increased 6 percent in 2003. Operating cash flow grew 11.7 percent to $552 million from $494 million. Operating profit, before restructuring charges, increased 11.9 percent to $507 million, from $453 million.

Radio/Entertainment’s full year 2003 revenues increased 5.6 percent to $235 million, up from $222 million in 2002. Radio/Entertainment cash operating expenses increased 4.3 percent from last year primarily due to higher player compensation for the Chicago Cubs and increased program costs at Tribune Entertainment. Radio/Entertainment operating cash flow was up 17.3 percent to $27 million, from $23 million in 2002 and operating profit, before restructuring charges, was up 27.4 percent to $21 million, from $17 million in 2002.

EQUITY RESULTS

Equity income was $6 million for the full year 2003, compared with a loss of $41 million in 2002. The full year 2002 losses included two one-time items related to CareerBuilder. In the first quarter of 2002, the Company recorded its $7.5 million share of a restructuring charge for CareerBuilder. In the third quarter, there was a one-time charge for Tribune’s $18 million share of CareerBuilder’s tax liability resulting from its conversion to a Limited Liability Company in September 2002. The full year 2003 also reflects the recognition of equity income from TV Food Network.


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ADDITIONAL FINANCIAL DETAILS

Corporate expenses for the 2003 fourth quarter increased 25 percent to $16 million from $13 million in the fourth quarter of 2002 mainly due to higher compensation and benefits expense. Corporate expenses for the full year 2003, before restructuring charges, increased 16.6 percent to $53 million from $46 million in 2002.

Net interest expense for the 2003 fourth quarter decreased to $47 million, down 5.6 percent from $50 million in the fourth quarter 2002. For the full year 2003, net interest expense decreased 6.1 percent to $192 million, down from $204 million in 2002. The decrease was primarily due to a reduction in outstanding debt. Debt at year-end 2003, excluding the PHONES, was approximately $2.0 billion compared with $2.75 billion at the end of 2002.

The effective tax rate in the 2003 fourth quarter was 33.8 percent, compared with a rate of 29.4 percent in the fourth quarter of 2002. The effective tax rate for the full year 2003 was 37.0 percent, compared with a rate of 35.3 percent for the full year 2002. In both the fourth quarters and full years of 2003 and 2002, the Company reduced its income tax expense and liabilities as a result of favorably resolving certain state and federal income tax issues. The adjustment in 2003 was $25 million and was recorded in the fourth quarter. The 2002 adjustment was $35 million, of which $26 million was recorded in the fourth quarter.

Capital expenditures were about $90 million in the fourth quarter and $194 million for the full year 2003.

2004 FULL YEAR OUTLOOK

As stated at the December 2003 analyst conferences, the Company anticipates consolidated revenue growth of about 6 percent in 2004, including about 1 percent from new publications. Consolidated operating expenses should grow in the range of 5.5 percent due to higher expenses for retirement plans, medical, newsprint and the impact of new publications. Full year 2004 diluted earnings per share is expected to be within the range of current Wall Street analyst estimates. This projection assumes that non-operating items are not material in 2004.


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WEBCAST OF CONFERENCE CALL

Today at 8 a.m. (CDT), a live Webcast of the 2003 fourth quarter conference call will be accessible through www.tribune.com and www.ccbn.com. An archive of the Webcast will be available on these sites from Jan. 28 through Feb. 4. More information about Tribune is available at www.tribune.com or by calling 800/757-1694.

TRIBUNE (NYSE: TRB) is one of the country’s premier media companies, operating businesses in broadcasting and publishing. It reaches more than 80 percent of U.S. households and is the only media organization with television stations, newspapers and Web sites in the nation’s top three markets. In publishing, Tribune operates 13 leading daily newspapers including the Los Angeles Times, Chicago Tribune, Newsday and Spanish-language Hoy, plus a wide range of targeted publications. The company’s broadcasting group operates 26 television stations; Superstation WGN on national cable; WGN-AM in Chicago; and the Chicago Cubs baseball team. Popular news and information Web sites complement Tribune’s print and broadcast properties and extend the Company’s nationwide audience.

This press release contains certain comments or forward-looking statements that are based largely on the Company’s current expectations and are subject to certain risks, trends and uncertainties. Such comments and statements should be understood in the context of Tribune’s publicly available reports filed with the SEC, including the most current annual 10-K report and quarterly 10-Q report, which contain a discussion of various factors that may affect the company’s business. These factors could cause actual future performance to differ materially from current expectations. Tribune Company is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet service providers. This press release is being furnished to the Securities and Exchange Commission through a Form 8-K.


MEDIA CONTACT:
Gary Weitman
312/222-3394 (Office)
312/222-1573 (Fax)
gweitman@tribune.com

INVESTOR CONTACT:
Ruthellyn Musil
312/222-3787 (Office)
312/222-1573 (Fax)
rmusil@tribune.com

 


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TRIBUNE COMPANY
FOURTH QUARTER RESULTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)

FOURTH QUARTER (A)
2003
2002
%
Change

OPERATING REVENUES   $ 1,469,633   $ 1,429,743   2.8
OPERATING EXPENSES  1,069,250   1,070,924   (0.2 )


OPERATING PROFIT (B)  400,383   358,819   11.6
   
Net Income from Equity Investments  12,285   11,028   11.4
Interest Income  974   2,374   (59.0 )
Interest Expense  (47,850 ) (52,051 ) (8.1 )
Non-Operating Items (C)  145,750   (45,968 ) NM  


Income Before Income Taxes  511,542   274,202   86.6
   
Income Taxes  (173,129 ) (80,655 ) 114.7


NET INCOME  338,413   193,547   74.8
   
Preferred Dividends, net of tax  (5,991 ) (6,359 ) (5.8 )


Net Income Attributable to Common Shares  $    332,422   $    187,188   77.6


EARNINGS PER SHARE 
     Basic  $          1.06   $            .61   73.8


     Diluted (D)  $          1.00   $            .57   75.4


DIVIDENDS PER COMMON SHARE  $            .11   $            .11    


Weighted Average Common Shares Outstanding (E)  314,606   304,985   3.2



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(A)

2003 fourth quarter: Sept. 29, 2003 to Dec. 28, 2003. (13 weeks)
2002 fourth quarter: Sept. 30, 2002 to Dec. 29, 2002. (13 weeks)


(B)

Operating profit excludes interest income and expense, equity earnings and losses, non-operating items and income taxes.


(C)

The fourth quarter of 2003 included the following non-operating items:


Pretax
Gain (Loss)

After-tax
Gain (Loss)

Diluted EPS
                Gain on derivatives and related investments (1)   $     42,609 $     26,077 $       .08
                Gain on sales of investments (2)  85,725   52,463   .16
                Loss on investment write-downs  (1,515 ) (927 )  
                Gain on insurance recoveries (3)  22,291   13,642   .04
                Other non-operating loss  (3,360 ) (2,056 ) (.01 )
                Income tax settlement adjustments (4)    25,034   .07



                Total non-operating items  $  145,750   $  114,233   $      .34




 

The fourth quarter of 2002 included the following non-operating items:


Pretax
Gain (Loss)

After-tax
Gain (Loss)

Diluted EPS
                Loss on derivatives and related investments (1)   $   (42,780 ) $   (26,181 ) $    (.07 )
                Loss on investment write-downs  (8,477 ) (5,188 ) (.02 )
                Gain on sales of investments  1,022   625    
                Other non-operating gain  4,267   2,611   .01
                Income tax settlement adjustments (4)    26,376   .08



                Total non-operating items  $   (45,968 ) $    (1,757 ) $        –  



(1)  

Gain (loss) on derivatives and related investments represents the net change in fair values of the Company’s PHONES derivatives and related Time Warner shares.


(2)  

For the fourth quarter of 2003, gain on sales of investments relates primarily to the divestiture of the Company’s investment in The Golf Channel.


(3)  

In the fourth quarter of 2003, the Company recorded a pretax gain of $22 million as a result of settling the business interruption and property damage insurance claims filed by WPIX-TV, New York, as a result of the events of Sept. 11, 2001.


(4)  

In the fourth quarters of 2003 and 2002, the Company reduced its income tax expense and liabilities by a total of $25 million and $26 million, respectively, as a result of favorably resolving certain state and federal income tax issues.


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(D)  

Fourth quarter 2003 diluted EPS was computed assuming that the Series B, C, D-1 and D-2 convertible preferred shares and the LYONs debt securities had been converted into common shares for all periods presented. The Series B convertible preferred shares were actually converted into common shares on Dec. 16, 2003; therefore, a weighted average portion was used in the fourth quarter 2003 calculation. The LYONs were converted into approximately seven million shares of common stock during June, 2003, and therefore, are not included in the fourth quarter 2003 calculation. Also, weighted average common shares outstanding were adjusted for the dilutive effect of stock options. In 2002, the Series C, D-1 and D-2 convertible preferred shares were not included in the calculation of diluted EPS because their effects were antidilutive. Following are the calculations for the fourth quarter:


Fourth Quarter
2003
2002
                Net income   $    338,413   $    193,547
                Additional ESOP contribution required assuming Series B 
                   preferred shares had been converted for all periods, net of tax  (1,865 ) (2,526 )
                Dividends for Series C, D-1 and D-2 preferred stock    (2,047 )
                LYONs interest expense, net of tax    1,552  


                Adjusted net income  $   336,548   $   190,526  


                Weighted average common shares outstanding  314,606   304,985  
                Assumed conversion of Series B preferred shares into common  12,768   16,751  
                Assumed conversion of Series C, D-1 and D-2 preferred shares 
                   into common  2,209    
                Assumed exercise of stock options, net of common 
                   shares assumed repurchased  6,502   6,999  
                Assumed conversion of LYONs debt securities    6,988  


                Adjusted weighted average common 
                   shares outstanding  336,085   335,723  


                Diluted earnings per share  $          1.00   $           .57  



(E)  

The number of common shares outstanding, in thousands, at Dec. 28, 2003 was 328,298.


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TRIBUNE COMPANY
FULL YEAR RESULTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)
FULL YEAR (A)
2003
2002
%
Change

OPERATING REVENUES   $ 5,594,829   $ 5,384,428   3.9
OPERATING EXPENSES BEFORE RESTRUCTURING CHARGES  4,234,355   4,108,643   3.1


OPERATING PROFIT BEFORE RESTRUCTURING CHARGES (B)  1,360,474   1,275,785   6.6
Restructuring Charges (C)    (27,253 ) (100.0 )


OPERATING PROFIT  1,360,474   1,248,532   9.0
   
Net Income (Loss) from Equity Investments  5,590   (40,875 ) NM  
Interest Income  6,048   8,818   (31.4 )
Interest Expense  (198,123 ) (213,309 ) (7.1 )
Non-Operating Items (D)  241,247   (63,211 ) NM  


Income Before Income Taxes and Cumulative Effect of Change 
     in Accounting Principle  1,415,236   939,955   50.6
   
Income Taxes  (523,857 ) (331,376 ) 58.1


Income Before Cumulative Effect of Change in Accounting Principle  891,379   608,579   46.5
   
Cumulative Effect of Change in Accounting Principle, net of tax (E)    (165,587 ) (100.0 )


NET INCOME  891,379   442,992   101.2
   
Preferred Dividends, net of tax  (24,441 ) (25,130 ) (2.7 )


Net Income Attributable to Common Shares  $    866,938   $    417,862   107.5


EARNINGS PER SHARE 
     Basic: 
             Before cumulative effect of change in accounting principle, net  $          2.78   $          1.93   44.0
             Cumulative effect of change in accounting principle, net    (.55 ) (100.0 )


             Total  $          2.78   $          1.38   101.4


     Diluted: 
             Before cumulative effect of change in accounting principle, net  $          2.61   $          1.80   45.0
             Cumulative effect of change in accounting principle, net    (.50 ) (100.0 )


             Total (F)  $          2.61   $          1.30   100.8


DIVIDENDS PER COMMON SHARE  $            .44   $            .44    


Weighted Average Common Shares Outstanding (G)  311,295   301,932   3.1



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(A)

2003 full year: Dec. 30, 2002 to Dec. 28, 2003. (52 weeks)
2002 full year: Dec. 31, 2001 to Dec. 29, 2002. (52 weeks)


(B)

Operating profit excludes interest income and expense, equity earnings and losses, non-operating items and income taxes. Operating profit before restructuring charges is a key metric used by the Company’s chief operating decision maker, as defined by Financial Accounting Standard No. 131, “Segment Reporting,” to make decisions about resources to be allocated to a segment and assess its performance.


(C)

In the first quarter of 2002, the Company recorded pretax restructuring charges of $27 million ($17 million after-tax) primarily for various cost reduction initiatives, which reduced diluted earnings per share by $.05.


(D)

The full year 2003 included the following non-operating items:


Pretax
Gain (Loss)

After-tax
Gain (Loss)

Diluted EPS
                Gain on derivatives and related investments (1)   $      84,066 $      51,448 $        .16
                Gain on sales of subsidiaries and investments, net (2)  147,507   90,261   .27
                Loss on investment write-downs  (9,764 ) (5,976 ) (.01 )
                Gain on insurance recoveries (3)  22,291   13,642   .04
                Other non-operating loss  (2,853 ) (1,746 ) (.01 )
                Income tax settlement adjustments (4)    25,034   .07



                Total non-operating items  $   241,247   $   172,663   $        .52




 

The full year 2002 included the following non-operating items:


Pretax
Gain (Loss)

After-tax
Gain (Loss)

Diluted EPS
                Loss on derivatives and related investments (1)   $    (161,228 ) $    (98,672 ) $       (.30 )
                Gain on sales of subsidiaries and investments, net (2)  106,216   65,004   .20
                Loss on investment write-downs  (18,347 ) (11,228 ) (.03 )
                Other non-operating gain  10,148   6,211   .02
                Income tax settlement adjustments (4)    29,379   .09



                Total non-operating items  $     (63,211 ) $     (9,306 ) $      (.02 )




(1)  

Gain (loss) on derivatives and related investments represents the net change in fair values of the Company’s PHONES derivatives and related Time Warner shares.


(2)  

For the full year of 2003, gain on sales of subsidiaries and investments relates primarily to the sale of the Company’s investment in The Golf Channel and the divestiture of the assets of Denver radio station KKHK-FM, which were exchanged for the assets of KWBP-TV, Portland, Ore. For the full year of 2002, gain on sales of subsidiaries and investments relates primarily to the divestiture of two Denver radio stations, KOSI-FM and KEZW-AM, which were exchanged for the assets of two television stations, WTTV-TV, Indianapolis, and its satellite station WTTK-TV, Kokomo, Indiana, from Sinclair Broadcast Group.


(3)  

In the full year of 2003, the Company recorded a pretax gain of $22 million as a result of settling the business interruption and property damage insurance claims filed by WPIX-TV, New York, as a result of the events of Sept. 11, 2001.


(4)  

In the full years of 2003 and 2002, the Company reduced its income tax expense and liabilities by a total of $25 million and $35 million, respectively, as a result of favorably resolving certain state and federal income tax issues. In 2002, approximately $29 million of the adjustment was classified as a non-operating item.


(E)

As a result of initially applying the new impairment provisions of FAS 142, “Goodwill and Other Intangible Assets,” the Company recorded a pretax charge of $271 million ($166 million after-tax) in the first quarter of 2002, which decreased diluted EPS by $.50. This cumulative effect relates to certain of the Company’s newspaper mastheads, a FCC license and a television network affiliation agreement.


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(F)

Diluted EPS was computed assuming that the Series B convertible preferred shares and the LYONs debt securities had been converted into common shares for all periods presented. The Series B convertible preferred shares were actually converted into common shares on Dec. 16, 2003 and the LYONs were converted into approximately seven million shares of common stock during June, 2003; therefore, a weighted average portion was used in the full year 2003 calculation. Also, weighted average common shares outstanding were adjusted for the dilutive effect of stock options. The Series C, D-1 and D-2 convertible preferred shares were not included in the calculation of diluted EPS because their effects were antidilutive. Following are the calculations for the full year:


Full Year
2003
2002
                Net income   $   891,379   $   442,992
                Additional ESOP contribution required assuming Series B 
                   preferred shares had been converted for all periods, net of tax  (9,100 ) (10,033 )
                Dividends for Series C, D-1 and D-2 preferred stock  (8,252 ) (8,189 )
                LYONs interest expense, net of tax  2,884   6,218  


                Adjusted net income  $  876,911   $  430,988  


                Weighted average common shares outstanding  311,295   301,932  
                Assumed conversion of Series B preferred shares into common  15,171   17,132  
                Assumed exercise of stock options, net of common 
                   shares assumed repurchased  6,565   6,313  
                Assumed conversion of LYONs debt securities  3,212   7,089  


                Adjusted weighted average common 
                   shares outstanding  336,243   332,466  


                Diluted earnings per share  $       2.61   $       1.30  



(G)

The number of common shares outstanding, in thousands, at Dec. 28, 2003 was 328,298.


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TRIBUNE COMPANY
BUSINESS SEGMENT DATA (Unaudited)
(In thousands)

FOURTH QUARTER
FULL YEAR
2003
2002
%
Change

2003
2002
%
Change

PUBLISHING              
     Operating Revenues  $ 1,083,324   $ 1,058,563   2.3 $ 4,036,920   $ 3,940,478   2.4
     Cash Operating Expenses (A)  (779,595 ) (773,726 ) 0.8 (2,975,331 ) (2,914,991 ) 2.1




     Operating Cash Flow (B) (C)  303,729   284,837   6.6 1,061,589   1,025,487   3.5
     Depreciation and Amortization Expense  (43,261 ) (44,555 ) (2.9 ) (176,283 ) (174,070 ) 1.3




     Operating Profit before Restructuring Charges (C)  260,468   240,282   8.4 885,306   851,417   4.0
     Restructuring Charges          (24,923 ) (100.0 )




     Total Operating Profit (C)  $    260,468   $    240,282   8.4 $    885,306   $    826,494   7.1
  
BROADCASTING AND ENTERTAINMENT 
     Operating Revenues 
        Television  $    353,294   $    339,483   4.1 $ 1,323,038   $ 1,221,637   8.3
        Radio/Entertainment  33,015   31,697   4.2 234,871   222,313   5.6




        Total Operating Revenues  386,309   371,180   4.1 1,557,909   1,443,950   7.9
   
     Cash Operating Expenses (A) 
        Television  (192,539 ) (196,916 ) (2.2 ) (771,272 ) (727,544 ) 6.0
        Radio/Entertainment  (24,129 ) (30,580 ) (21.1 ) (208,074 ) (199,471 ) 4.3




        Total Cash Operating Expenses  (216,668 ) (227,496 ) (4.8 ) (979,346 ) (927,015 ) 5.6
   
     Operating Cash Flow (B) (C) 
        Television  160,755   142,567   12.8 551,766   494,093   11.7
        Radio/Entertainment  8,886   1,117   NM   26,797   22,842   17.3




        Total Operating Cash Flow  169,641   143,684   18.1 578,563   516,935   11.9
   
     Depreciation and Amortization Expense 
        Television  (12,611 ) (11,037 ) 14.3 (44,506 ) (40,646 ) 9.5
        Radio/Entertainment  (1,391 ) (1,533 ) (9.3 ) (5,538 ) (6,151 ) (10.0 )




        Total Depreciation and Amortization Expense  (14,002 ) (12,570 ) 11.4 (50,044 ) (46,797 ) 6.9
   
     Operating Profit (Loss) (C) 
        Television  148,144   131,530   12.6 507,260   453,447   11.9
        Radio/Entertainment  7,495   (416 ) NM   21,259   16,691   27.4




        Total Operating Profit before 
            Restructuring Charges (C)  155,639   131,114   18.7 528,519   470,138   12.4
        Restructuring Charges          (1,087 ) (100.0 )




        Total Operating Profit  $    155,639   $    131,114   18.7 $    528,519   $    469,051   12.7
  
CORPORATE EXPENSES 
     Operating Cash Flow (B) (C)  $    (15,251 ) $    (12,056 ) 26.5 $    (51,292 ) $    (43,383 ) 18.2
     Depreciation and Amortization Expense  (473 ) (521 ) (9.2 ) (2,059 ) (2,387 ) (13.7 )




     Operating Loss before Restructuring Charges (C)  (15,724 ) (12,577 ) 25.0 (53,351 ) (45,770 ) 16.6
     Restructuring Charges          (1,243 ) (100.0 )




     Total Operating Loss (C)  $     (15,724 ) $     (12,577 ) 25.0 $     (53,351 ) $     (47,013 ) 13.5
  
CONSOLIDATED 
     Operating Revenues  $ 1,469,633   $ 1,429,743   2.8 $ 5,594,829   $ 5,384,428   3.9
     Cash Operating Expenses (A)  (1,011,514 ) (1,013,278 ) (0.2 ) (4,005,969 ) (3,885,389 ) 3.1




     Operating Cash Flow (B) (C)  458,119   416,465   10.0 1,588,860   1,499,039   6.0
     Depreciation and Amortization Expense  (57,736 ) (57,646 ) 0.2 (228,386 ) (223,254 ) 2.3




     Operating Profit before Restructuring Charges (C)  400,383   358,819   11.6 1,360,474   1,275,785   6.6
     Restructuring Charges          (27,253 ) (100.0 )




     Total Operating Profit (C)  $    400,383   $    358,819   11.6 $ 1,360,474   $ 1,248,532   9.0

13




(A)

Cash operating expenses exclude restructuring charges. The Company uses cash operating expenses to evaluate internal performance. The Company has presented cash operating expenses because it is a common measure used by rating agencies, financial analysts and investors. Cash operating expense is not a measure of financial performance under generally accepted accounting principles (“GAAP”) and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.


 

Following is a reconciliation of operating expenses to cash operating expenses for the fourth quarter of 2003:


Publishing
Broadcasting and
Entertainment

Corporate
Consolidated
    Operating expenses   $  822,856   $    230,670   $  15,724   $  1,069,250  
   Less: depreciation and amortization expense  43,261   14,002   473   57,736  




   Cash operating expenses  $  779,595   $    216,668   $  15,251   $  1,011,514  





 

Following is a reconciliation of operating expenses to cash operating expenses for the fourth quarter of 2002:


Publishing
Broadcasting and
Entertainment

Corporate
Consolidated
    Operating expenses   $  818,281   $    240,066   $  12,577   $  1,070,924  
   Less: depreciation and amortization expense  44,555   12,570   521   57,646  




   Cash operating expenses  $  773,726   $    227,496   $  12,056   $  1,013,278  






 

Following is a reconciliation of operating expenses to cash operating expenses for the full year 2003:


Publishing
Broadcasting and
Entertainment

Corporate
Consolidated
    Operating expenses   $ 3,151,614   $ 1,029,390   $  53,351   $  4,234,355  
   Less: depreciation and amortization expense  176,283   50,044   2,059   228,386  




   Cash operating expenses  $ 2,975,331   $    979,346   $  51,292   $  4,005,969  





 

Following is a reconciliation of operating expenses before restructuring charges to cash operating expenses for the full year 2002:


Publishing
Broadcasting and
Entertainment

Corporate
Consolidated
    Operating expenses before restructuring charges   $ 3,089,061   $    973,812   $  45,770   $  4,108,643  
   Less: depreciation and amortization expense  174,070   46,797   2,387   223,254  




   Cash operating expenses  $ 2,914,991   $    927,015   $  43,383   $  3,885,389  





(B)

Operating cash flow is defined as operating profit before restructuring charges and depreciation and amortization. The Company uses operating cash flow along with operating profit and other measures to evaluate the financial performance of the Company’s business segments. The Company has presented operating cash flow because it is a common alternative measure of financial performance used by rating agencies, financial analysts and investors. These groups use operating cash flow along with other measures as a way to estimate the value of a company. The Company’s definition of operating cash flow may not be consistent with that of other companies. Operating cash flow does not represent cash provided by operating activities as reflected in the Company’s consolidated statements of cash flows, is not a measure of financial performance under GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.


14




(C)

Operating profit for each segment excludes interest income and expense, equity earnings and losses, non-operating items and income taxes. Operating profit before restructuring charges is a key metric used by the Company’s chief operating decision maker, as defined by Financial Accounting Standard No. 131, “Segment Reporting,” to make decisions about resources to be allocated to a segment and assess its performance.


 

Following is a reconciliation of operating profit (loss) to operating cash flow for the fourth quarter of 2003:


Publishing
Broadcasting and
Entertainment

Corporate
Consolidated
    Operating profit (loss)   $  260,468   $    155,639   $  (15,724 ) $  400,383  
   Add back: depreciation and amortization expense  43,261   14,002   473   57,736  




   Operating cash flow  $  303,729   $    169,641   $  (15,251 ) $  458,119  





 

Following is a reconciliation of operating profit (loss) to operating cash flow for the fourth quarter of 2002:


Publishing
Broadcasting and
Entertainment

Corporate
Consolidated
    Operating profit (loss)   $  240,282   $    131,114   $  (12,577 ) $  358,819  
   Add back: depreciation and amortization expense  44,555   12,570   521   57,646  




   Operating cash flow  $  284,837   $    143,684   $  (12,056 ) $  416,465  





 

Following is a reconciliation of operating profit (loss) to operating cash flow for the full year 2003:


Publishing
Broadcasting and
Entertainment

Corporate
Consolidated
    Operating profit (loss)   $  885,306   $    528,519   $  (53,351 ) $1,360,474  
   Add back: depreciation and amortization expense  176,283   50,044   2,059   228,386  




   Operating cash flow  $1,061,589   $    578,563   $  (51,292 ) $1,588,860  





 

Following is a reconciliation of operating profit (loss) to operating cash flow for the full year 2002:


Publishing
Broadcasting and
Entertainment

Corporate
Consolidated
    Operating profit (loss)   $  826,494   $    469,051   $  (47,013 ) $1,248,532  
   Add back: restructuring charges  24,923   1,087   1,243   27,253  




   Operating profit (loss) before restructuring charges  $  851,417   $    470,138   $  (45,770 ) $1,275,785  
   Add back: depreciation and amortization expense  174,070   46,797   2,387   223,254  




   Operating cash flow  $1,025,487   $    516,935   $  (43,383 ) $  1,499,039  





15


TRIBUNE COMPANY
SUMMARY OF REVENUES (Unaudited)
For Fourth Quarter Ended December 28, 2003
(In thousands)

Fourth Quarter (13 weeks)
Year-to-Date (52 weeks)
2003
2002
%
Change

2003
2002
%
Change

Publishing              
      Advertising 
          Retail  $   388,501   $   382,844   1.5 $1,310,063   $1,279,249   2.4
          National  221,736   206,684   7.3 780,524   726,293   7.5
          Classified  241,238   234,922   2.7 1,019,382   1,018,656   0.1




          Sub-Total (A)  851,475   824,450   3.3 3,109,969   3,024,198   2.8
      Circulation  163,538   168,021   (2.7 ) 661,897   669,471   (1.1 )
      Other  68,311   66,092   3.4 265,054   246,809   7.4




      Segment Total (B) (C)  1,083,324   1,058,563   2.3 4,036,920   3,940,478   2.4




Broadcasting & Entertainment 
      Television (D)  353,294   339,483   4.1 1,323,038   1,221,637   8.3
      Radio/Entertainment  33,015   31,697   4.2 234,871   222,313   5.6




      Segment Total (E)  386,309   371,180   4.1 1,557,909   1,443,950   7.9




Consolidated Revenues (F)  $1,469,633   $1,429,743   2.8 $5,594,829   $5,384,428   3.9





(A)  

Interactive advertising revenues for 2003 and 2002 are included in the appropriate publishing categories: retail, national and classified.


(B)  

Publishing revenues for 2002 have been reclassified to conform with the 2003 presentation. There was no effect on total revenues.


(C)  

Includes Chicago magazine, acquired in August of 2002. Excluding this acquisition, publishing revenues increased 2.2% for the year-to-date. Excluding this acquisition, retail revenues increased 1.9%, classified revenues were flat and total advertising revenues increased 2.6% for the year-to-date.


(D)  

Includes WTTV-TV, Indianapolis, acquired in July of 2002, and KPLR-TV, St. Louis and KWBP-TV, Portland, both acquired in March of 2003. Excluding KPLR-TV and KWBP-TV, television revenues increased 0.8% for the quarter. Excluding WTTV-TV, KPLR-TV and KWBP-TV, television revenues increased 4.8% for the year-to-date.


(E)  

Excluding KPLR-TV and KWBP-TV, broadcasting and entertainment revenues increased 1.0% for the quarter. Excluding
WTTV-TV, KPLR-TV and KWBP-TV, broadcasting and entertainment revenues increased 5.0% for the year-to-date.


(F)  

Excluding acquisitions, consolidated revenues increased 2.0% for the quarter and 3.0% for the year-to-date.


16




TRIBUNE COMPANY
SUMMARY OF NEWSPAPER ADVERTISING VOLUME (Unaudited) (A)
For Fourth Quarter Ended December 28, 2003
(In thousands)

Fourth Quarter (13 weeks)
Year-to-Date (52 weeks)
2003
2002
%
Change

2003
2002
%
Change

Full Run              
      L.A. Times  737   737     2,640   2,587   2  
      Chicago Tribune  650   616   6   2,285   2,191   4  
      Newsday  399   396   1   1,542   1,588   (3 )
      Other Daily Newspapers (B)  3,531   3,559   (1 ) 13,662   13,522   1  




      Total  5,317   5,308     20,129   19,888   1  




Part Run 
      L.A. Times  1,463   1,485   (1 ) 5,849   5,687   3  
      Chicago Tribune  1,514   1,383   9   5,738   5,475   5  
      Newsday  512   459   12   1,886   1,711   10  
      Other Daily Newspapers (B)  1,562   1,508   4   6,131   6,056   1  




      Total  5,051   4,835   4   19,604   18,929   4  




Total Advertising Inches 
      Full Run 
          Retail  1,793   1,861   (4 ) 6,067   6,261   (3 )
          National  1,072   1,020   5   3,859   3,583   8  
          Classified  2,452   2,427   1   10,203   10,044   2  




          Sub-Total  5,317   5,308     20,129   19,888   1  
      Part Run  5,051   4,835   4   19,604   18,929   4  




      Total  10,368   10,143   2   39,733   38,817   2  




Preprint Pieces 
      L.A. Times  909,717   800,127   14   3,060,926   2,757,925   11  
      Chicago Tribune  982,945   933,758   5   3,367,934   3,138,907   7  
      Newsday  791,230   828,932   (5 ) 2,819,780   2,823,513    
      Other Daily Newspapers (B)  1,152,977   1,086,226   6   3,898,350   3,700,712   5  




      Total  3,836,869   3,649,043   5   13,146,990   12,421,057   6  





(A)  

Volume for 2002 has been modified to conform with the 2003 presentation. Volume is based on preliminary internal data, which may be updated in subsequent reports. Advertising volume is presented only for daily newspapers.


(B)  

Other daily newspapers include The Baltimore Sun, South Florida Sun-Sentinel, Orlando Sentinel, The Hartford Courant, The Morning Call, Daily Press, The Advocate and Greenwich Time.


17




TRIBUNE COMPANY
SUMMARY OF REVENUES (Unaudited)
For Period 12 Ended December 28, 2003
(In thousands)

Period 12 (5 weeks)
Year-to-Date (52 weeks)
2003
2002
%
Change

2003
2002
%
Change

Publishing              
      Advertising 
          Retail  $172,668   $168,871   2.2 $1,310,063   $1,279,249   2.4
          National  90,344   82,236   9.9 780,524   726,293   7.5
          Classified  77,640   74,787   3.8 1,019,382   1,018,656   0.1




          Sub-Total (A)  340,652   325,894   4.5 3,109,969   3,024,198   2.8
      Circulation  62,042   63,758   (2.7 ) 661,897   669,471   (1.1 )
      Other  25,831   23,967   7.8 265,054   246,809   7.4




      Segment Total (B) (C)  428,525   413,619   3.6 4,036,920   3,940,478   2.4




Broadcasting & Entertainment 
      Television (D)  132,588   122,200   8.5 1,323,038   1,221,637   8.3
      Radio/Entertainment  12,782   12,441   2.7 234,871   222,313   5.6




      Segment Total (E)  145,370   134,641   8.0 1,557,909   1,443,950   7.9




Consolidated Revenues (F)  $573,895   $548,260   4.7 $5,594,829   $5,384,428   3.9





(A)  

Interactive advertising revenues for 2003 and 2002 are included in the appropriate publishing categories: retail, national and classified.


(B)  

Publishing revenues for 2002 have been reclassified to conform with the 2003 presentation. There was no effect on total revenues.


(C)  

Includes Chicago magazine, acquired in August of 2002. Excluding this acquisition, publishing revenues increased 2.2% for the year-to-date. Excluding this acquisition, retail revenues increased 1.9%, classified revenues were flat and total advertising revenues increased 2.6% for the year-to-date.


(D)  

Includes WTTV-TV, Indianapolis, acquired in July of 2002, and KPLR-TV, St. Louis and KWBP-TV, Portland, both acquired in March of 2003. Excluding KPLR-TV and KWBP-TV, television revenues increased 5.2% for the period. Excluding WTTV-TV, KPLR-TV and KWBP-TV, television revenues increased 4.8% for the year-to-date.


(E)  

Excluding KPLR-TV and KWBP-TV, broadcasting and entertainment revenues increased 4.9% for the period. Excluding
WTTV-TV, KPLR-TV and KWBP-TV, broadcasting and entertainment revenues increased 5.0% for the year-to-date.


(F)  

Excluding acquisitions, consolidated revenues increased 3.9% for the period and 3.0% for the year-to-date.


18




TRIBUNE COMPANY
SUMMARY OF NEWSPAPER ADVERTISING VOLUME (Unaudited) (A)
For Period 12 Ended December 28, 2003
(In thousands)

Period 12 (5 weeks)
Year-to-Date (52 weeks)
2003
2002
%
Change

2003
2002
%
Change

Full Run              
      L.A. Times  327   329   (1 ) 2,640   2,587   2  
      Chicago Tribune  265   244   9   2,285   2,191   4  
      Newsday  144   144     1,542   1,588   (3 )
      Other Daily Newspapers (B)  1,368   1,382   (1 ) 13,662   13,522   1  




      Total  2,104   2,099     20,129   19,888   1  




Part Run 
      L.A. Times  572   562   2   5,849   5,687   3  
      Chicago Tribune  523   465   12   5,738   5,475   5  
      Newsday  184   160   15   1,886   1,711   10  
      Other Daily Newspapers (B)  575   553   4   6,131   6,056   1  




      Total  1,854   1,740   7   19,604   18,929   4  




Total Advertising Inches 
      Full Run 
          Retail  807   840   (4 ) 6,067   6,261   (3 )
          National  433   412   5   3,859   3,583   8  
          Classified  864   847   2   10,203   10,044   2  




          Sub-Total  2,104   2,099     20,129   19,888   1  
      Part Run  1,854   1,740   7   19,604   18,929   4  




      Total  3,958   3,839   3   39,733   38,817   2  




Preprint Pieces 
      L.A. Times  410,373   361,589   13   3,060,926   2,757,925   11  
      Chicago Tribune  425,652   396,610   7   3,367,934   3,138,907   7  
      Newsday  337,957   352,261   (4 ) 2,819,780   2,823,513    
      Other Daily Newspapers (B)  501,534   471,079   6   3,898,350   3,700,712   5  




      Total  1,675,516   1,581,539   6   13,146,990   12,421,057   6  





(A)  

Volume for 2002 has been modified to conform with the 2003 presentation. Volume is based on preliminary internal data, which may be updated in subsequent reports. Advertising volume is presented only for daily newspapers.


(B)  

Other daily newspapers include The Baltimore Sun, South Florida Sun-Sentinel, Orlando Sentinel, The Hartford Courant, The Morning Call, Daily Press, The Advocate and Greenwich Time.



19