EX-99 2 exhibit99101906.htm EXHIBIT 99 - PRESS RELEASE DATED OCTOBER 19, 2006
EXHIBIT 99
 
 
TRIBUNE REPORTS 2006 THIRD QUARTER RESULTS
 
 
CHICAGO, Oct. 19, 2006—Tribune Company (NYSE: TRB) today reported third quarter 2006 diluted earnings per share from continuing operations of $.65 compared with $.06 in the third quarter of 2005.
 
Third quarter 2006 results from continuing operations included the following:

·  
A net non-operating gain of $.22 per diluted share, $.19 of which relates to the restructuring in September of TMCT, LLC and TMCT II, LLC, two partnerships that Tribune inherited in its acquisition of Times Mirror. Tribune recorded a one-time gain of $48 million, net of tax, as a result of this transaction.

Third quarter 2005 results from continuing operations included the following:

·  
A net non-operating loss of $.43 per diluted share related primarily to an adverse tax ruling disallowing the 1998 tax-free reorganization of Matthew Bender, a former subsidiary of Times Mirror. Tribune inherited the preexisting tax dispute in its acquisition of Times Mirror.

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 third quarter financial results reflect the continued soft advertising environment,” said Dennis FitzSimons, Tribune chairman, president and chief executive officer. “However, growth in our interactive business is solid and the newly-launched CW Network will drive improved prime time ratings and revenues at our television stations. We continue to make progress with our overall performance improvement plan as we focus on maximizing value for Tribune shareholders.”

On Sept. 21, 2006, the company announced that its board of directors had established an independent special committee to oversee management’s exploration of strategic alternatives for creating additional value for shareholders.
 
As part of its performance improvement plan, the company announced the sales of its Atlanta and Albany television stations in June 2006 and its Boston television station in September. The results of operations of these stations are now reported as discontinued operations. Tribune closed the sale of its Atlanta television station during the third quarter. The Boston and Albany sales will close upon regulatory approval.


1



THIRD QUARTER 2006 RESULTS FROM CONTINUING OPERATIONS1 
(Compared to Third Quarter 2005)

CONSOLIDATED

Tribune’s 2006 third quarter operating revenues decreased 3 percent, or $35 million, to $1.35 billion. Consolidated cash operating expenses were up 1 percent, or $11 million, which included $4 million of stock-based compensation expense. Operating cash flow was down 14 percent to $293 million from $338 million, while operating profit declined 17 percent to $235 million from $283 million.

PUBLISHING

Publishing’s third quarter operating revenues were $956 million, down 2 percent, or $24 million. Publishing cash operating expenses increased $3 million to $772 million. Publishing operating cash flow was $185 million, a 13 percent decrease from $212 million in 2005. Publishing operating profit decreased 17 percent to $141 million, down from $170 million in 2005.

Management Discussion

·  
Advertising revenues decreased 2 percent, or $17 million, for the quarter. Excluding Newsday, advertising revenues declined 1 percent, or $6 million.

·  
Retail advertising revenues were flat for the quarter. Increases at South Florida, Orlando, Chicago and Newport News were offset by decreases at Newsday and Hartford. Preprint revenues decreased 1 percent; excluding Newsday, preprint revenues were up 1 percent.

·  
National advertising revenues were down 8 percent for the quarter, with declines across most categories.

·  
Classified advertising revenues declined 1 percent for the quarter: real estate revenues rose 24 percent, auto revenues fell by 15 percent and help wanted revenues declined 10 percent.

·  
Interactive revenues, which are included in the above categories, were up 28 percent to $61 million, mainly due to strength across all classified categories.
 
        

1 “Operating profit” for each segment excludes interest and dividend income, interest expense, equity income and losses, non-operating items and income taxes. “Operating cash flow” is defined as operating profit before depreciation and amortization. “Cash operating expenses” are defined as operating expenses before depreciation and amortization. Tables accompanying this release include a reconciliation of operating profit to operating cash flow and operating expenses to cash operating expenses. References to individual daily newspapers include their related businesses.
 
 
2



·  
Circulation revenues were down 6 percent, or $9 million, for the quarter.
·  
Individually paid circulation (home delivery plus single copy) for Tribune’s 11 metro newspapers averaged 2.8 million copies daily (Mon-Fri) and 4.0 million copies Sunday, down about 0.8 percent and 2.5 percent respectively, from the same reporting period in 2005.

·  
Total net paid circulation averaged 2.8 million copies daily (Mon-Fri), off 3.8 percent from the prior year’s third quarter, and 4.1 million copies Sunday, representing a decline of 4.6 percent from the prior year as the company continued to reduce “other paid” circulation.
 
·  
Cash operating expenses increased $3 million primarily due to $2 million of stock-based compensation expense and a $2 million severance charge related to outsourcing circulation call centers. All other cash expenses were down slightly as increases in mailed preprint advertising postage, outside services and newsprint expense were more than offset by lower compensation expense resulting from a 5 percent reduction in full time equivalent employees.
 
BROADCASTING AND ENTERTAINMENT

Broadcasting and entertainment’s third quarter operating revenues decreased 3 percent to $393 million, down from $403 million in 2005. Group cash operating expenses increased 3 percent, or $7 million, to $271 million. Operating cash flow was $121 million, down 13 percent from $139 million, and operating profit decreased 15 percent to $108 million from $127 million in 2005.

Television’s third quarter revenues decreased 3 percent to $278 million, down from $288 million in 2005. Television cash operating expenses were up 3 percent, or $5 million from last year. Television operating cash flow was $86 million, a 15 percent decrease from $101 million in 2005. Television operating profit declined 18 percent to $74 million, down from $90 million.

Management Discussion

·  
Station revenues in Los Angeles showed improvement in part due to increased political advertising, while New York and Chicago were down for the quarter. On a group basis, declines in the retail, health care, auto and restaurant categories were partially offset by gains in movies, telecom and education categories.

·  
Television’s cash operating expenses were up 3 percent, or $5 million, due to a $6 million increase in broadcast rights and $1 million of stock-based compensation expense, partially offset by current year cost savings and the absence of approximately $2 million of costs related to Hurricane Katrina at our two New Orleans stations in 2005.

·  
Radio/entertainment revenues reflect reduced syndication revenues at Tribune Entertainment and lower revenues at WGN Radio, partially offset by higher revenues for the Chicago Cubs.
 
 
3

 
EQUITY RESULTS

Net equity income was $19 million in the third quarter of 2006, compared with $8 million in the third quarter of 2005. The increase reflects operating improvements at TV Food Network and CareerBuilder, as well as the absence of losses from The WB Network.

NON-OPERATING ITEMS

In the 2006 third quarter, Tribune recorded a pre-tax non-operating gain of $64 million primarily as a result of the restructuring of TMCT, LLC and TMCT II, LLC. Other non-operating items included a gain on the sale of 2.8 million shares of Time Warner stock unrelated to the PHONES and a loss from marking-to-market the derivative component of the company’s PHONES and the related Time Warner investment. In addition, the company recorded a favorable $4 million income tax expense adjustment as a result of resolving certain state income tax issues. In the aggregate, non-operating items in the third quarter of 2006 resulted in an after-tax gain of $56 million, or $.22 per diluted share. 

In the 2005 third quarter, Tribune recorded a pre-tax non-operating gain of $27 million primarily from marking-to-market the derivative component of the company’s PHONES and the related Time Warner investment. In addition, the company recorded $150 million of additional income tax expense as a result of the Matthew Bender Tax Court ruling. The company has appealed the Tax Court ruling to the United States Court of Appeals for the Seventh Circuit. Tribune does not expect a ruling before the second half of 2007. The company cannot predict with certainty the outcome of this appeal. In the aggregate, non-operating items in the third quarter of 2005 resulted in an after-tax loss of $134 million, or $.43 per diluted share.

ADDITIONAL FINANCIAL DETAILS

Corporate expenses for the 2006 third quarter increased to $14 million from $13 million in the third quarter of 2005, primarily due to $1 million of stock-based compensation expense.

In conjunction with the leveraged recapitalization initiated in May, the company acquired 45 million shares of its common stock at a price of $32.50 per share on July 5, 2006. The company also acquired 10 million shares of its common stock from the McCormick Tribune Foundation and the Cantigny Foundation at a price of $32.50 per share on July 12. In addition, Tribune repurchased 11 million shares in the third quarter of 2006 in the open market. Diluted weighted average shares outstanding declined by 19 percent from the third quarter of 2005 due to the stock repurchases.

Interest expense for the 2006 third quarter increased to $84 million, up 118 percent from $39 million in the third quarter of 2005. The increase in interest expense was primarily due to higher debt levels and interest rates. Debt, excluding the PHONES, was $4.7 billion at the end of the 2006 third quarter and $2.0 billion at the end of the 2005 third quarter. The increase was due to financing the stock repurchases and paying the Matthew Bender and Mosby tax liabilities in the fourth quarter of 2005.
 
 
4


 
Capital expenditures were $57 million in the third quarter of 2006.

DETAILS OF CONFERENCE CALL

Today at 8 a.m., CT, management will host a conference call to discuss third quarter 2006 results. To access the call, dial 800/561-2601 (domestic) or 617/614-3518 (international) at least 10 minutes prior to the scheduled 8 a.m. start. The participant access code is 72156881. Replays of the conference call will be available October 19 through October 26. To hear the replay, dial 888/286-8010 (domestic) or 617/801-6888 (international) and use access code 61413683. A live webcast will be accessible through www.tribune.com and www.earnings.com. An archive of the webcast will be available on these sites from October 19 through November 2.

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 top media companies, operating businesses in publishing, interactive and broadcasting. It reaches more than 80 percent of U.S. households and is the only media organization with newspapers, television stations and websites in the nation’s top three markets. In publishing, Tribune’s leading daily newspapers include the Los Angeles Times, Chicago Tribune, Newsday (Long Island, NY), The Sun (Baltimore), South Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant. The company’s broadcasting group operates 25 television stations, Superstation WGN on national cable, Chicago’s WGN-AM and the Chicago Cubs baseball team. Popular news and information websites 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 Securities and Exchange Commission (“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 or financial results. Any of 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 SEC through a Form 8-K. The company's next 10-Q report to be filed with the SEC may contain updates to the information included in this release.
 
 
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


5

 
 

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

 
 THIRD QUARTER (A)
 
             
 % 
     
2006
   
2005
   
Change
                     
OPERATING REVENUES
 
$
1,349,035
 
$
1,383,703
   
(2.5
)
OPERATING EXPENSES (B)
   
1,113,721
   
1,100,215
   
1.2
 
                     
OPERATING PROFIT (C)
   
235,314
   
283,488
   
(17.0
)
                     
Net Income on Equity Investments
   
18,743
   
8,051
   
132.8
 
Interest and Dividend Income
   
4,678
   
2,888
   
62.0
 
Interest Expense
   
(84,324
)
 
(38,617
)
 
118.4
 
Non-Operating Items (D)
   
63,525
   
27,175
   
133.8
 
                     
Income from Continuing Operations Before Income Taxes
   
237,936
   
282,985
   
(15.9
)
                     
Income Taxes (D)
   
(74,154
)
 
(261,298
)
 
(71.6
)
                     
Income from Continuing Operations
   
163,782
   
21,687
   
NM
 
                     
Income from Discontinued Operations, net of tax (E)
   
558
   
2,324
   
(76.0
)
                     
NET INCOME
   
164,340
   
24,011
   
NM
 
                     
Preferred Dividends
   
(2,103
)
 
(2,090
)
 
0.6
 
                     
Net Income Attributable to Common Shares
 
$
162,237
 
$
21,921
   
NM
 
                     
EARNINGS PER SHARE
                   
                     
  Basic  
                   
     Continuing Operations
 
$
.65
 
$
.06
   
NM
 
     Discontinued Operations
   
   
.01
   
NM
 
     Net Income
 
$
.66
 
$
.07
   
NM
 
                     
  Diluted (F)  
                   
     Continuing Operations
 
$
.65
 
$
.06
   
NM
 
     Discontinued Operations
   
   
.01
   
NM
 
     Net Income
 
$
.65
 
$
.07
   
NM
 
                     
DIVIDENDS PER COMMON SHARE
 
$
.18
 
$
.18
   
 
                     
Diluted Weighted Average Common Shares Outstanding (G)
   
252,808
   
313,797
   
(19.4
)
 
 
6

 
 
(A)
2006 third quarter: June 26, 2006 to Sept. 24, 2006. (13 weeks)
 
2005 third quarter: June 27, 2005 to Sept. 25, 2005. (13 weeks)
   
(B)
Operating expenses for the third quarter of 2006 included $4 million, or $.01 per diluted share, of stock-based
 
compensation expense ($2 million for Publishing, $1 million for Broadcasting and Entertainment and $1 million for Corporate)
 
and $2 million of severance expense in Publishing.
   
(C)
Operating profit excludes interest and dividend income, interest expense, equity income and losses, non-operating items and
 
income taxes.
   
(D)
The third quarter of 2006 included the following non-operating items:
 
   
Pretax 
   
After-tax
       
   
Gain (Loss) 
   
Gain (Loss)
 
 
Diluted EPS
 
                     
    Loss on derivatives and related investments (1)
 
$
(17,746
)
$
(10,825
)
$
(.04
)
    Gain on TMCT transactions (2)
   
59,596
   
47,988
   
.19
 
    Gain on sales of investments, net (3)
   
17,507
   
10,679
   
.04
 
    Other, net
   
4,168
   
4,618
   
.02
 
    Income tax adjustment (4)
   
   
3,820
   
.02
 
    Total non-operating items
 
$
63,525
 
$
56,280
 
$
.22
 
 
 
The third quarter of 2005 included the following non-operating items:
 
   
Pretax
 
After-tax
     
   
Gain
 
Gain (Loss)
 
Diluted EPS
 
                     
    Gain on derivatives and related investments (1)
 
$
27,120
 
$
16,543
 
$
.05
 
    Other, net
   
55
   
34
   
 
    Income tax adjustment (5)
   
   
(150,493
)
 
(.48
)
    Total non-operating items
 
$
27,175
 
$
(133,916
)
$
(.43
)
 
 
 (1)
Gain (loss) on derivatives and related investments represents the net change in fair values of the derivative component of
 
 
the Company's PHONES and the related Time Warner shares.
 
 
 
 
 (2)
The Company recorded a gain as a result of the restructuring of the TMCT, LLC and TMCT II, LLC partnerships on
 
 
Sept. 22, 2006.
 
 
 
 
 (3)
The 2006 gain on sale of investments consisted primarily of the gain on sale of 2.8 million shares of Time Warner stock
 
 
unrelated to the PHONES.
 
 
 
 (4)
In the third quarter of 2006, the Company reduced its income tax expense and liabilities by $4 million as a result of favorably
 
 
resolving certain state income tax issues.
 
 
 
 
 (5)
On Sept 27. 2005, the United States Tax Court issued an opinion disallowing the 1998 tax-free reorganization of
 
 
Matthew Bender, a former subsidiary of The Times Mirror Company. Tribune acquired Times Mirror in 2000, and
 
 
inherited the preexisting tax dispute at that time. Taxes and related interest for both the Matthew Bender transaction and a
   
similar transaction completed by Times Mirror for its Mosby subsidiary in the same year total approximately $1 billion.
 
 
Over time, deductions for state taxes and interest will reduce the net cash outlay to approximately $840 million.
 
 
The Company had a tax reserve of approximately $230 million, net of tax, related to the litigation. As a result
 
 
of the Tax Court ruling, the Company increased its tax reserve by $609 million by recording additional income
 
 
tax expense of $150 million and goodwill of approximately $459 million in the third quarter of 2005.
 
7

 
(E)
In June 2006, the Company announced agreements to sell its Atlanta and Albany television stations. The sale of Atlanta closed in
 
August 2006. In September 2006, the Company announced an agreement to sell its Boston television station. Operating results for
 
these stations are now reported as discontinued operations. A gain is expected on the Boston sale and will be recorded when the sale
 
closes. Income from discontinued operations in the third quarter included the following:
 
   
Third Quarter
 
   
2006
 
2005
 
               
    Income from operations, net of tax
 
$
72
 
$
2,324
 
    Adjustment to loss on sale of Atlanta, net of tax
   
486
   
 
    Total
 
$
558
 
$
2,324
 
 
(F)
For the third quarters of 2006 and 2005, weighted average common shares outstanding used in the calculations of diluted earnings per
 
share ("EPS") were adjusted for the dilutive effect of stock-based compensation grants. In addition, the third quarter 2006 diluted EPS
 
calculation assumed that the Company's Series C, D-1 and D-2 preferred shares were converted into common shares. All of the Series
 
C, D-1, and D-2 preferred shares were issued to and held by TMCT, LLC and TMCT II, LLC. In connection with a restructuring of
 
these partnerships, all of these preferred shares were distributed to the Company on Sept. 22, 2006 and are no longer outstanding.
 
Weighted average converted shares through Sept. 22, 2006 were used in the third quarter 2006 calculation. The Series
 
C, D-1 and D-2 preferred shares were not reflected in the third quarter 2005 diluted EPS calculation because
 
their effects were anti-dilutive. Following are the calculations for the third quarter:
 
   
Third Quarter
 
   
2006
 
2005
 
           
    Income from continuing operations
 
$
163,782
 
$
21,687
 
    Income from discontinued operations, net of tax
   
558
   
2,324
 
    Net income
   
164,340
   
24,011
 
    Dividends for Series C, D-1 and D-2 preferred stock
   
   
(2,090
)
    Adjusted net income attributable to common shares
 
$
164,340
 
$
21,921
 
               
    Weighted average common shares outstanding
   
247,389
   
311,345
 
    Adjustment for stock-based compensation grants
   
2,116
   
2,452
 
    Adjustment for assumed conversion of Series C, D-1 and D-2 preferred stock
   
3,303
   
-
 
    Adjusted weighted average common shares outstanding
   
252,808
   
313,797
 
               
    Diluted earnings per share:
             
         Continuing operations
 
$
.65
 
$
.06
 
         Discontinued operations
   
   
.01
 
         Net income
 
$
.65
 
$
.07
 

(G)
The number of common shares outstanding, in thousands, at Sept. 24, 2006 was 238,769.
 
 
8

 
 
TRIBUNE COMPANY
THREE QUARTERS RESULTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)

 
   
THREE QUARTERS (A) 
   
2006
 
2005
 
%
Change
               
OPERATING REVENUES
 
$
4,050,855
 
$
4,119,287
   
(1.7
)
OPERATING EXPENSES (B)
   
3,289,198
   
3,255,806
   
1.0
 
                     
OPERATING PROFIT (C)
   
761,657
   
863,481
   
(11.8
)
                     
Net Income on Equity Investments (D)
   
51,308
   
20,419
   
151.3
 
Interest and Dividend Income
   
9,330
   
5,135
   
81.7
 
Interest Expense
   
(180,375
)
 
(109,075
)
 
65.4
 
Non-Operating Items (E)
   
43,104
   
90,227
   
(52.2
)
                     
Income from Continuing Operations Before Income Taxes
   
685,024
   
870,187
   
(21.3
)
                     
Income Taxes (E)
   
(256,257
)
 
(478,583
)
 
(46.5
)
                     
Income from Continuing Operations
   
428,767
   
391,604
   
9.5
 
                     
(Loss) Income from Discontinued Operations, net of tax (F)
   
(73,829
)
 
8,644
   
NM
 
                     
NET INCOME
   
354,938
   
400,248
   
(11.3
)
                     
Preferred Dividends
   
(6,309
)
 
(6,270
)
 
0.6
 
                     
Net Income Attributable to Common Shares
 
$
348,629
 
$
393,978
   
(11.5
)
                     
EARNINGS PER SHARE
                   
                     
       Basic  
                   
     Continuing Operations
 
$
1.48
 
$
1.22
   
21.3
 
     Discontinued Operations
   
(.26
)
 
.03
   
NM
 
     Net Income
 
$
1.22
 
$
1.25
   
(2.4
)
                     
       Diluted (G)  
                   
     Continuing Operations
 
$
1.47
 
$
1.21
   
21.5
 
     Discontinued Operations
   
(.26
)
 
.03
   
NM
 
     Net Income
 
$
1.22
 
$
1.24
   
(1.6
)
                     
DIVIDENDS PER COMMON SHARE
 
$
.54
 
$
.54
   
 
                     
Diluted Weighted Average Common Shares Outstanding (H)
   
286,435
   
317,378
   
(9.7
)
 
9

 
(A)
2006 first three quarters: Dec. 26, 2005 to Sept. 24, 2006. (39 weeks)
 
2005 first three quarters: Dec. 27, 2004 to Sept. 25, 2005. (39 weeks)
   
(B)
Operating expenses for the first three quarters of 2006 included stock-based compensation expense of $27 million, or $.06 per diluted
 
share ($12 million for Publishing, $5 million for Broadcasting and Entertainment and $10 million for Corporate), a charge of $20 million,
 
or $.04 per diluted share, for severance and other payments associated with the new union contracts at Newsday, $2 million for other
 
severance charges in Publishing and a gain of $7 million, or $.02 per diluted share, related to property sales in Publishing.
   
(C)
Operating profit excludes interest and dividend income, interest expense, equity income and losses, non-operating items and
 
income taxes.
   
(D)
Net income on equity investments for the first three quarters of 2006 included the Company's $5.9 million share of a one-time
 
favorable income tax adjustment at CareerBuilder.
   
(E)
The first three quarters of 2006 included the following non-operating items:
 
   
Pretax
 
After-tax
     
   
Gain (Loss)
 
Gain (Loss)
 
Diluted EPS
 
               
    Loss on derivatives and related investments (1)
 
$
(34,184
)
$
(20,852
)
$
(.07
)
    Gain on TMCT transactions (2)
   
59,596
   
47,988
   
.17
 
    Gain on sales of investments, net (3)
   
20,811
   
12,695
   
.04
 
    Other, net
   
(3,119
)
 
169
   
 
    Income tax adjustments
   
   
225
   
 
    Total non-operating items
 
$
43,104
 
$
40,225
 
$
.14
 
 
 
The first three quarters of 2005 included the following non-operating items:
 
   
Pretax
 
After-tax
     
   
Gain
 
Gain (Loss)
 
Diluted EPS
 
               
    Gain on derivatives and related investments (1)
 
$
86,671
 
$
52,869
 
$
.17
 
    Other, net
   
3,556
   
2,169
   
.01
 
    Income tax adjustments (4)
   
   
(138,664
)
 
(.44
)
    Total non-operating items
 
$
90,227
 
$
(83,626
)
$
(.26
)

 
(1)
Gain (loss) on derivatives and related investments represents the net change in fair values of the derivative component of
 
 
the Company's PHONES and the related Time Warner shares.
 
 
 
 
(2)
The Company recorded a gain as a result of the restructuring of the TMCT, LLC and TMCT II, LLC partnerships on
 
 
Sept. 22, 2006.
 
 
 
 
(3)
 The 2006 gain on sale of investments consisted primarily of the gain on sale of 2.8 million shares of Time Warner stock
 
 
unrelated to the PHONES.
 
 
 
 
(4)
On Sept. 27, 2005, the United States Tax Court issued an opinion disallowing the 1998 tax-free reorganization of
 
 
Matthew Bender, a former subsidiary of The Times Mirror Company. Tribune acquired Times Mirror in 2000, and
 
 
inherited the preexisting tax dispute at that time. Taxes and related interest for both the Matthew Bender transaction and a
 
 
similar transaction completed by Times Mirror for its Mosby subsidiary in the same year total approximately $1 billion.
 
 
Over time, deductions for state taxes and interest will reduce the net cash outlay to approximately $840 million.
 
 
The Company had a tax reserve of approximately $230 million, net of tax, related to the litigation. As a result
 
 
of the Tax Court ruling, the Company increased its tax reserve by $609 million by recording additional income
 
 
tax expense of $150 million and goodwill of approximately $459 million in the third quarter of 2005. In the first quarter of 2005,
 
 
the Company reduced its income tax expense and liabilities by a total of $12 million as a result of favorably resolving certain federal
 
 
income tax issues.
 
 
10

 
(F)
In June 2006, the Company announced agreements to sell its Atlanta and Albany television stations. The sale of Atlanta
 
closed in August 2006. In September 2006, the Company announced an agreement to sell its Boston television station.
 
Operating results for these stations are now reported as discontinued operations. Income (loss) from discontinued operations in
 
the first three quarters included the following:
 
   
Three Quarters
 
   
2006
 
2005
 
           
    Income from operations, net of tax
 
$
3,704
 
$
8,644
 
    Loss on sales, net of tax (1)
   
(77,533
)
 
 
    Total
 
$
(73,829
)
$
8,644
 
 
   (1)
In the first three quarters of 2006, the Company recorded a pretax loss of $89 million, including $80 million of allocated television
 
 
group goodwill, to write down the Atlanta and Albany net assets to estimated fair value, less cost to sell. In accordance with Financial
 
 
Accounting Standard ("FAS") No. 142, "Goodwill and Other Intangible Assets", the Company aggregates all of its television stations
 
 
into one reporting unit for goodwill accounting purposes. Although no goodwill was recorded when the Atlanta station was acquired and
 
 
only $.3 million of goodwill was recorded for the Albany acquisition, FAS 142 requires the Company to allocate a portion of its total
 
 
television group goodwill to stations that are sold based on the fair value of the stations, relative to the fair value of the Company's
 
 
remaining stations. A gain is expected on the Boston sale and will be recorded when the sale closes.
 
 
 
(G)
For the first three quarters of 2006 and 2005, weighted average common shares outstanding used in the calculations of diluted earnings
 
per share ("EPS") were adjusted for the dilutive effect of stock-based compensation grants. The Company's Series C, D-1 and D-2
 
convertible preferred shares were not included in the calculation of diluted EPS for the first three quarters of either year because their
 
effects were antidilutive. All of the Series C, D-1, and D-2 preferred shares were issued to and held by TMCT, LLC and TMCT II,
 
LLC. In connection with a restructuring of these partnerships, all of these preferred shares were distributed to the Company on
 
Sept. 22, 2006 and are no longer outstanding. Following are the calculations for the first three quarters:
 
   
Three Quarters
 
   
2006
 
2005
 
           
    Income from continuing operations
 
$
428,767
 
$
391,604
 
    (Loss) income from discontinued operations, net of tax
   
(73,829
)
 
8,644
 
    Net income
   
354,938
   
400,248
 
    Dividends for Series C, D-1 and D-2 preferred stock
   
(6,309
)
 
(6,270
)
    Net income attributable to common shares
 
$
348,629
 
$
393,978
 
               
    Weighted average common shares outstanding
   
284,764
   
314,706
 
    Adjustment for stock-based compensation grants
   
1,671
   
2,672
 
    Adjusted weighted average common shares outstanding
   
286,435
   
317,378
 
               
    Diluted earnings per share:
             
          Continuing operations
 
$
1.47
 
$
1.21
 
          Discontinued operations
   
(0.26
)
 
0.03
 
          Net Income
 
$
1.22
 
$
1.24
 
 
(H)
The number of common shares outstanding, in thousands, at Sept. 24, 2006 was 238,769.
 
 
11

 

TRIBUNE COMPANY
BUSINESS SEGMENT DATA (Unaudited)
(In thousands)
 
 
   
 THIRD QUARTER
 
 THREE QUARTERS
 
                 
% 
               
% 
 
     
2006 
   
2005 
   
Change 
   
2006 
   
2005 
   
Change 
 
PUBLISHING
                                     
    Operating Revenues
 
$
956,480
 
$
980,354
   
(2.4
)
$
2,981,312
 
$
3,024,490
   
(1.4
)
    Cash Operating Expenses (A) (B) (C)
   
(771,740
)
 
(768,326
)
 
0.4
   
(2,328,634
)
 
(2,306,416
)
 
1.0
 
    Operating Cash Flow (D) (E)
   
184,740
   
212,028
   
(12.9
)
 
652,678
   
718,074
   
(9.1
)
    Depreciation and Amortization Expense
   
(43,508
)
 
(42,298
)
 
2.9
   
(128,567
)
 
(132,154
)
 
(2.7
)
    Total Operating Profit (E)
 
$
141,232
 
$
169,730
   
(16.8
)
$
524,111
 
$
585,920
   
(10.5
)
                                       
BROADCASTING AND ENTERTAINMENT
                                     
    Operating Revenues
                                     
       Television
 
$
277,540
 
$
287,542
   
(3.5
)
$
852,922
 
$
869,908
   
(2.0
)
       Radio/Entertainment
   
115,015
   
115,807
   
(0.7
)
 
216,621
   
224,889
   
(3.7
)
       Total Operating Revenues
   
392,555
   
403,349
   
(2.7
)
 
1,069,543
   
1,094,797
   
(2.3
)
                                       
    Cash Operating Expenses (A) (C)
                                     
       Television
   
(191,629
)
 
(186,709
)
 
2.6
   
(569,043
)
 
(549,361
)
 
3.6
 
       Radio/Entertainment
   
(79,621
)
 
(77,543
)
 
2.7
   
(176,940
)
 
(191,652
)
 
(7.7
)
       Total Cash Operating Expenses
   
(271,250
)
 
(264,252
)
 
2.6
   
(745,983
)
 
(741,013
)
 
0.7
 
                                       
    Operating Cash Flow (D) (E)
                                     
       Television
   
85,911
   
100,833
   
(14.8
)
 
283,879
   
320,547
   
(11.4
)
      Radio/Entertainment
   
35,394
   
38,264
   
(7.5
)
 
39,681
   
33,237
   
19.4
 
       Total Operating Cash Flow
   
121,305
   
139,097
   
(12.8
)
 
323,560
   
353,784
   
(8.5
)
                                       
    Depreciation and Amortization Expense
                                     
       Television
   
(11,834
)
 
(10,919
)
 
8.4
   
(33,395
)
 
(32,512
)
 
(2.7
)
       Radio/Entertainment
   
(1,671
)
 
(1,312
)
 
27.4
   
(4,518
)
 
(3,683
)
 
22.7
 
       Total Depreciation and Amortization Expense
   
(13,505
)
 
(12,231
)
 
10.4
   
(37,913
)
 
(36,195
)
 
4.7
 
                                       
    Operating Profit (Loss) (E)
                                     
       Television
   
74,077
   
89,914
   
(17.6
)
 
250,484
   
288,035
   
(13.0
)
       Radio/Entertainment
   
33,723
   
36,952
   
(8.7
)
 
35,163
   
29,554
   
19.0
 
       Total Operating Profit
 
$
107,800
 
$
126,866
   
(15.0
)
$
285,647
 
$
317,589
   
(10.1
)
                                       
CORPORATE EXPENSES
                                     
    Operating Cash Flow (D) (E)
 
$
(13,362
)
$
(12,694
)
 
5.3
 
$
(47,060
)
$
(38,807
)
 
21.3
 
    Depreciation and Amortization Expense
   
(356
)
 
(414
)
 
(14.0
)
 
(1,041
)
 
(1,221
)
 
(14.7
)
    Total Operating Loss (E)
 
$
(13,718
)
$
(13,108
)
 
4.7
 
$
(48,101
)
$
(40,028
)
 
20.2
 
                                       
CONSOLIDATED
                                     
    Operating Revenues
 
$
1,349,035
 
$
1,383,703
   
(2.5
)
$
4,050,855
 
$
4,119,287
   
(1.7
)
    Cash Operating Expenses (A) (C)
   
(1,056,352
)
 
(1,045,272
)
 
1.1
   
(3,121,677
)
 
(3,086,236
)
 
1.1
 
    Operating Cash Flow (D) (E)
   
292,683
   
338,431
   
(13.5
)
 
929,178
   
1,033,051
   
(10.1
)
    Depreciation and Amortization Expense
   
(57,369
)
 
(54,943
)
 
4.4
   
(167,521
)
 
(169,570
)
 
(1.2
)
    Total Operating Profit (E)
 
$
235,314
 
$
283,488
   
(17.0
)
$
761,657
 
$
863,481
   
(11.8
)
 
 
12

 

(A)
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 expenses are 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 third quarter of 2006:
 
       
Broadcasting and
         
   
Publishing
 
Entertainment
 
Corporate
 
Consolidated
 
                   
       Operating expenses
 
$
815,248
 
$
284,755
 
$
13,718
 
$
1,113,721
 
       Less: depreciation and amortization expense
   
43,508
   
13,505
   
356
   
57,369
 
       Cash operating expenses
 
$
771,740
 
$
271,250
 
$
13,362
 
$
1,056,352
 
 
 
Following is a reconciliation of operating expenses to cash operating expenses for the third quarter of 2005:
 
       
Broadcasting and
         
   
Publishing
 
Entertainment
 
Corporate
 
Consolidated
 
                   
       Operating expenses
 
$
810,624
 
$
276,483
 
$
13,108
 
$
1,100,215
 
       Less: depreciation and amortization expense
   
42,298
   
12,231
   
414
   
54,943
 
       Cash operating expenses
 
$
768,326
 
$
264,252
 
$
12,694
 
$
1,045,272
 
 
 
Following is a reconciliation of operating expenses to cash operating expenses for the first three quarters of 2006:
 
       
Broadcasting and
         
   
Publishing
 
Entertainment
 
Corporate
 
Consolidated
 
                   
        Operating expenses
 
$
2,457,201
 
$
783,896
 
$
48,101
 
$
3,289,198
 
        Less: depreciation and amortization expense
   
128,567
   
37,913
   
1,041
   
167,521
 
        Cash operating expenses
 
$
2,328,634
 
$
745,983
 
$
47,060
 
$
3,121,677
 
 
 
Following is a reconciliation of operating expenses to cash operating expenses for the first three quarters of 2005:
 
       
Broadcasting and
         
   
Publishing
 
Entertainment
 
Corporate
 
Consolidated
 
                   
        Operating expenses
 
$
2,438,570
 
$
777,208
 
$
40,028
 
$
3,255,806
 
        Less: depreciation and amortization expense
   
132,154
   
36,195
   
1,221
   
169,570
 
        Cash operating expenses
 
$
2,306,416
 
$
741,013
 
$
38,807
 
$
3,086,236
 
 
(B)
Publishing cash operating expenses for the third quarter and first three quarters of 2006 included $2 million of severance charges.
 
Publishing cash operating expenses for the first three quarters of 2006 also included a charge of $20 million for severance and
 
other payments associated with the new union contracts at Newsday and a gain of $7 million related to property sales.
   
(C)
Cash operating expenses for the third quarter of 2006 included stock-based compensation expense of $2 million for Publishing,
 
$1 million for Broadcasting and Entertainment and $1 million for Corporate. Cash operating expenses for the first three quarters of 2006
 
included stock-based compensation expense of $12 million for Publishing, $5 million for Broadcasting and Entertainment and
 
$10 million for Corporate.
   
(D)
Operating cash flow is defined as operating profit before 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.
 
 
13

 
 

(E)
Operating profit for each segment excludes interest and dividend income, interest expense, equity income and losses, non-operating items and
 
income taxes.
 
 
 
Following is a reconciliation of operating profit (loss) to operating cash flow for the third quarter of 2006:
 
       
Broadcasting and
         
   
Publishing
 
Entertainment
 
Corporate
 
Consolidated
 
                   
       Operating profit (loss)
 
$
141,232
 
$
107,800
 
$
(13,718
)
$
235,314
 
       Add back: depreciation and amortization expense
   
43,508
   
13,505
   
356
   
57,369
 
       Operating cash flow
 
$
184,740
 
$
121,305
 
$
(13,362
)
$
292,683
 
 
 
Following is a reconciliation of operating profit (loss) to operating cash flow for the third quarter of 2005:
 
       
Broadcasting and
         
   
Publishing
 
Entertainment
 
Corporate
 
Consolidated
 
                   
       Operating profit (loss)
 
$
169,730
 
$
126,866
 
$
(13,108
)
$
283,488
 
       Add back: depreciation and amortization expense
   
42,298
   
12,231
   
414
   
54,943
 
       Operating cash flow
 
$
212,028
 
$
139,097
 
$
(12,694
)
$
338,431
 
 
 
Following is a reconciliation of operating profit (loss) to operating cash flow for the first three quarters of 2006:
 
       
Broadcasting and
         
   
Publishing
 
Entertainment
 
Corporate
 
Consolidated
 
                   
       Operating profit (loss)
 
$
524,111
 
$
285,647
 
$
(48,101
)
$
761,657
 
       Add back: depreciation and amortization expense
   
128,567
   
37,913
   
1,041
   
167,521
 
       Operating cash flow
 
$
652,678
 
$
323,560
 
$
(47,060
)
$
929,178
 
 
 
Following is a reconciliation of operating profit (loss) to operating cash flow for the first three quarters of 2005:

       
Broadcasting and
         
   
Publishing
 
Entertainment
 
Corporate
 
Consolidated
 
                   
       Operating profit (loss)
 
$
585,920
 
$
317,589
 
$
(40,028
)
$
863,481
 
       Add back: depreciation and amortization expense
   
132,154
   
36,195
   
1,221
   
169,570
 
       Operating cash flow
 
$
718,074
 
$
353,784
 
$
(38,807
)
$
1,033,051
 
 
 
14

 

TRIBUNE COMPANY
SUMMARY OF REVENUES AND NEWSPAPER ADVERTISING VOLUME (Unaudited)
(In thousands)
 
 
   
Period 9 (4 Weeks) 
 
Third Quarter (13 Weeks) 
 
Year to Date (39 Weeks) 
 
           
% 
         
%  
         
%  
 
   
2006
 
2005
 
Change
 
2006
 
2005
 
Change
 
2006
 
2005
 
Change
 
Publishing
                                                       
    Advertising
                                                 
    Retail
 
$
105,160
 
$
104,610
   
0.5
 
$
306,769
 
$
307,232
   
(0.2
)
$
938,449
 
$
943,050
   
(0.5
)
    National
   
51,456
   
57,877
   
(11.1
)
 
157,490
   
171,893
   
(8.4
)
 
518,346
   
562,660
   
(7.9
)
    Classified
   
92,512
   
94,558
   
(2.2
)
 
291,928
   
294,195
   
(0.8
)
 
910,011
   
878,002
   
3.6
 
    Sub-Total
   
249,128
   
257,045
   
(3.1
)
 
756,187
   
773,320
   
(2.2
)
 
2,366,806
   
2,383,712
   
(0.7
)
    Circulation
   
42,631
   
45,513
   
(6.3
)
 
137,679
   
146,472
   
(6.0
)
 
425,518
   
448,106
   
(5.0
)
    Other
   
20,054
   
20,314
   
(1.3
)
 
62,614
   
60,562
   
3.4
   
188,988
   
192,672
   
(1.9
)
    Segment Total (A)
   
311,813
   
322,872
   
(3.4
)
 
956,480
   
980,354
   
(2.4
)
 
2,981,312
   
3,024,490
   
(1.4
)
                                                         
Broadcasting & Entertainment
                                                       
    Television
   
89,797
   
94,506
   
(5.0
)
 
277,540
   
287,542
   
(3.5
)
 
852,922
   
869,908
   
(2.0
)
    Radio/Entertainment
   
31,649
   
36,760
   
(13.9
)
 
115,015
   
115,807
   
(0.7
)
 
216,621
   
224,889
   
(3.7
)
    Segment Total
   
121,446
   
131,266
   
(7.5
)
 
392,555
   
403,349
   
(2.7
)
 
1,069,543
   
1,094,797
   
(2.3
)
Consolidated Revenues
 
$
433,259
 
$
454,138
   
(4.6
)
$
1,349,035
 
$
1,383,703
   
(2.5
)
$
4,050,855
 
$
4,119,287
   
(1.7
)
                                                     
Total Advertising Inches (B)
                                                       
    Full Run
                                                       
    Retail
   
489
   
466
   
4.9
   
1,402
   
1,374
   
2.0
   
4,245
   
4,254
   
(0.2
)
    National
   
239
   
276
   
(13.4
)
 
770
   
856
   
(10.0
)
 
2,496
   
2,741
   
(8.9
)
    Classified
   
757
   
825
   
(8.2
)
 
2,451
   
2,582
   
(5.1
)
 
7,789
   
7,571
   
2.9
 
    Sub-Total
   
1,485
   
1,567
   
(5.2
)
 
4,623
   
4,812
   
(3.9
)
 
14,530
   
14,566
   
(0.2
)
    Part Run
   
1,635
   
1,580
   
3.5
   
5,218
   
4,917
   
6.1
   
15,767
   
15,216
   
3.6
 
    Total
   
3,120
   
3,147
   
(0.9
)
 
9,841
   
9,729
   
1.2
   
30,297
   
29,782
   
1.7
 
                                                         
Preprint Pieces (B)
   
1,206,359
   
1,136,615
   
6.1
   
3,563,034
   
3,533,074
   
0.8
   
10,540,925
   
10,790,509
   
(2.3
)
 

(A)
Publishing advertising and other revenues for 2005 have been reclassified to conform with the 2006 presentation. There was no effect
 
on total revenues.
   
(B)
Volume for 2005 has been modified to conform with the 2006 presentation. Volume includes only the daily newspapers and is based on
 
preliminary internal data, which may be updated in subsequent reports.
 
15