EX-99 2 ex99dated072507.htm EXHIBIT 99 - PRESS RELEASE DATED JULY 25, 2007 ex99dated072507.htm
Exhibit 99


TRIBUNE REPORTS 2007 SECOND QUARTER RESULTS

 
CHICAGO, July 25, 2007—Tribune Company (NYSE: TRB) today reported second quarter 2007 diluted earnings per share from continuing operations of $.17 compared with $.53 in the second quarter of 2006.

Second quarter 2007 results from continuing operations included the following:

  
A charge of $.08 per diluted share for the elimination of approximately 450 positions at publishing and corporate.

  
A charge of $.07 per diluted share for the write-off of Los Angeles Times plant equipment related to the previously closed San Fernando Valley facility.

  
A net non-operating loss of $.15 per diluted share.

Second quarter 2006 results from continuing operations included the following:

  
A gain of $.01 per diluted share related to the Company’s share of a one-time favorable income tax adjustment recorded at CareerBuilder.

  
A net non-operating loss of $.03 per diluted share.

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 second quarter results reflect the difficult advertising environment, although strong cost controls partially offset revenue declines,” said Dennis FitzSimons, Tribune chairman, president and chief executive officer.  “Publishing was impacted by soft print advertising and comparisons to record real estate spending, particularly in Florida, in 2006.  However, second quarter interactive revenues increased 17 percent over the same period last year.  In television, the telecom and entertainment categories showed growth.  Demand was soft across other categories and there was little political spending versus last year.  As we look to Tribune’s second half, year-over-year comparisons will ease and new revenue initiatives are expected to contribute to publishing results.  The launch of new CW and syndicated shows will positively impact our television group.”

“Our going-private transaction is on track and the financing for it is fully committed, FitzSimons added.  “We anticipate closing the transaction in the fourth quarter, following FCC approval, and expect to be in full compliance with our credit agreements.”

 
1


SECOND QUARTER 2007 RESULTS FROM CONTINUING OPERATIONS1
(Compared to Second Quarter 2006)

CONSOLIDATED

Tribune’s 2007 second quarter operating revenues decreased 7 percent, or $95 million, to $1.3 billion.  Consolidated cash operating expenses were up 1 percent, or $9 million, in the second quarter of 2007 due to a charge of $28 million for the elimination of approximately 450 positions at publishing and corporate and a charge of $24 million for the write-off of Los Angeles Times plant equipment related to the previously closed San Fernando Valley facility.  All other cash operating expenses were down 4 percent, or $43 million.  Operating cash flow was down 29 percent to $254 million from $359 million, while operating profit declined 36 percent to $196 million from $304 million.

PUBLISHING

Publishing’s second quarter operating revenues were $920 million, down 9 percent, or $95 million.  Publishing cash operating expenses increased $7 million, or 1 percent, to $773 million.  In the second quarter of 2007, publishing cash operating expenses included a charge of $25 million for the elimination of approximately 440 positions and a charge of $24 million for the write-off of Los Angeles Times plant equipment related to the previously closed San Fernando Valley facility.  Publishing operating cash flow was $147 million, a 41 percent decline from $250 million in 2006.  Publishing operating profit decreased 51 percent to $102 million, from $208 million in 2006.

Management Discussion

  
Advertising revenues decreased 11 percent, or $91 million, for the quarter.

  
Retail advertising revenues were down 5 percent for the quarter, with the largest decreases at Los Angeles, Newsday and South Florida.  Preprint revenues decreased 4 percent for the quarter.

  
National advertising revenues were down 11 percent for the quarter, with declines across most categories.

  
Classified advertising revenues declined 18 percent for the quarter, with the largest declines at Los Angeles, South Florida and Orlando: real estate revenues fell by 24 percent, help wanted revenues declined 16 percent and auto revenues were down 12 percent.

  
Interactive revenues, which are included in the above categories, were up
 

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

 

 
  
17 percent to $66 million, mainly due to strength in the classified auto and real estate categories.
 
 
  
Circulation revenues were down 6 percent for the quarter.
  
Individually paid circulation (home delivery plus single copy) for Tribune’s 9 metro newspapers averaged 2.6 million copies daily (Mon-Fri), down 1.4 percent from the prior year’s second quarter, and 3.9 million copies Sunday, down 3.6 percent from the same reporting period in 2006.

  
Total net paid circulation averaged 2.7 million copies daily (Mon-Fri), off 2.9 percent from the prior year’s second quarter, and 4.0 million copies Sunday, representing a decline of 4.0 percent from the prior year as the Company continued to reduce “other paid” circulation.

  
Cash operating expenses increased $7 million as the 2007 second quarter included a charge of $25 million for the elimination of approximately 440 positions and a charge of $24 million for the write-off of Los Angeles Times plant equipment related to the previously closed San Fernando Valley facility. All other cash expenses were down 6 percent, or $42 million, primarily due to lower compensation and newsprint expenses.

BROADCASTING AND ENTERTAINMENT

Broadcasting and entertainment’s second quarter operating revenues were flat at $393 million.  Group cash operating expenses increased 1 percent, or $2 million, to $273  million.  Operating cash flow was $120 million, down 2 percent from $123 million, and operating profit decreased 2 percent to $108 million from $110 million in 2006.

Television’s second quarter operating revenues decreased 7 percent to $287 million in 2007.  Television cash operating expenses were down 4 percent, or $8 million, from last year.  Television operating cash flow was $100 million, down 12 percent from $115 million in 2006.  Television operating profit declined 14 percent to $89 million, down from $104 million.

Management Discussion

  
Station revenues in Los Angeles and Chicago were down for the quarter and revenues in St. Louis were lower because KPLR no longer carries Cardinals baseball.  New York showed improvement.  On a group basis, declines in the auto, restaurant, financial and retail categories, as well as the absence of political advertising, were partially offset by gains in the telecom, media and entertainment/recreation categories.

  
Television’s cash operating expenses were down 4 percent, or $8 million, primarily due to a decrease in broadcast rights.

  
Radio/Entertainment revenues and operating cash flow reflect more home games for the Chicago Cubs compared to last year’s second quarter.

 
3

 
EQUITY RESULTS

Net equity income was $29 million in the second quarter of 2007, compared with $26 million in the second quarter of 2006.  The increase reflects improvements at TV Food Network, Classified Ventures and Comcast SportsNet Chicago.  Net equity income in 2006 included the Company’s $6 million share of a one-time favorable income tax adjustment at CareerBuilder.

NON-OPERATING ITEMS

In the 2007 second quarter, Tribune recorded a pretax non-operating loss of $42 million.  The major components included a $27 million loss from marking-to-market the derivative component of the Company’s PHONES and the related Time Warner investment and $21 million of expenses related to the leveraged ESOP and going-private transactions approved by the Company’s board of directors on April 1, 2007.  In the aggregate, non-operating items in the 2007 second quarter resulted in an after-tax loss of $30 million, or $.15 per share.

In the 2006 second quarter, Tribune recorded a pretax non-operating loss of $7 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 income tax adjustments of $4 million as an increase in income tax expense.  In the aggregate, non-operating items in the 2006 second quarter resulted in an after-tax loss of $8 million, or $.03 per share.

ADDITIONAL FINANCIAL DETAILS

Corporate expenses for the 2007 second quarter were $14 million, down 1 percent from the second quarter of 2006, and included a $3 million charge for severance.

Diluted weighted average shares outstanding declined by 32 percent from the second quarter of 2006 due to stock repurchases in 2006 and 2007.  The Company repurchased 126 million shares in June 2007 in connection with the Company’s tender offer which expired on May 24, 2007.

Interest expense for the 2007 second quarter increased to $116 million, up 145 percent from $47 million in the second quarter of 2006.  The increase in interest expense was due to higher debt levels and interest rates.  Debt, excluding the PHONES, was $8.6 billion at the end of the 2007 second quarter and $2.6 billion at the end of the 2006 second quarter.  The increase was primarily due to financing the stock repurchases in the second quarter of 2007 and second half of 2006.

Capital expenditures were $31 million in the second quarter of 2007.
 
 
4

 
DISCONTINUED OPERATIONS

On February 12, 2007, the Company announced an agreement to sell the New York edition of Hoy, the Company’s Spanish-language daily newspaper.  The Company completed the sale of the New York edition of Hoy on May 15, 2007.  In March 2007, the Company announced its intention to sell its Southern Connecticut Newspapers—The Advocate (Stamford) and Greenwich Time (collectively “SCNI”).  The Company expects to sell SCNI during the second half of 2007.  The results of operations for both the New York edition of Hoy and SCNI are reported as discontinued operations.

In June 2006, the Company announced the sales of its Atlanta and Albany television stations.  The sale of the Atlanta station closed in August 2006.  In September 2006, the Company announced an agreement to sell its Boston station.  The sales of the Albany and Boston stations closed in December 2006.  The results of operations for these stations in 2006 are reported as discontinued operations.

OTHER INFORMATION

Important Additional Information Regarding the Merger has been filed with the SEC

In connection with our proposed merger between a wholly-owned subsidiary of the Tribune Employee Stock Ownership Trust and Tribune Company, Tribune filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on July 13, 2007.  BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED MERGER TRANSACTION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION.  Investors and security holders may obtain a free copy of the definitive proxy statement and other documents filed by Tribune with the SEC at the SEC’s website at http://www.sec.gov. The definitive proxy statement and other relevant documents may also be obtained free of charge on Tribune’s website at www.tribune.com or by directing a request to Tribune Company, 435 North Michigan Avenue, Chicago, IL 60611, Attention: Investor Relations.  You may also read and copy any reports, statements and other information filed by Tribune with the SEC at the SEC public reference room at 450 Fifth Street, N.W. Room 1200, Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

The Company and its directors and executive officers may be deemed to be “participants” in the solicitation of proxies from the shareholders of the Company in connection with the proposed merger.  Information about Tribune and its directors and executive officers and their ownership of Tribune common stock is set forth in the proxy statement for Tribune’s Annual Meeting of Shareholders, which Tribune filed with the SEC on April 6, 2007.  Shareholders and investors may obtain additional information regarding the interests of the Company and its directors and executive officers in the merger, which may be different than those of Tribune’s shareholders generally, by reading the definitive proxy statement and other relevant documents regarding the merger, which have been filed with the SEC.


5

 
Forward-Looking Statements

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. You can identify these and other forward-looking statements by the use of such words as "will," "expect," "plans," "believes," "estimates," "intend," "continue," or the negative of such terms, or other comparable terminology.  Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements.  Actual results could differ materially from the expectations expressed in these statements.  Factors that could cause actual results to differ include risks related to the transactions being consummated; the risk that required regulatory approvals or financing might not be obtained in a timely manner, without conditions, or at all; the impact of the substantial indebtedness incurred to finance the consummation of the tender offer and the merger; the ability to satisfy all closing conditions in the definitive agreements; difficulties in retaining employees as a result of the merger agreement; risks of unforeseen material adverse changes to our business or operations; risks that the proposed transaction disrupts current plans, operations, and business growth initiatives; the risk associated with the outcome of any legal proceedings that may be instituted against Tribune and others following announcement of the merger agreement; and other factors described in Tribune’s publicly available reports filed with the SEC, including the most current annual 10-K report and 10-Q report, which contain a discussion of various factors that may affect Tribune's business or financial results. These factors, including also the ability to complete the merger, could cause actual future performance to differ materially from current expectations. Tribune 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.  Tribune's next quarterly 10-Q report to be filed with the SEC may contain updates to the information included in this release.
 
 
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 23 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.
 

 
MEDIA CONTACT:
INVESTOR CONTACT:
Gary Weitman
Ruthellyn Musil
312/222-3394 (office)
312/222-3787 (office)
312/222-1573 (fax)
312/222-1573 (fax)
gweitman@tribune.com
rmusil@tribune.com

 
6

 

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

   
SECOND QUARTER (A)   
 
               
%
 
   
2007
   
2006
   
Change
 
                   
OPERATING REVENUES
  $
1,313,366
    $
1,408,789
      (6.8 )
OPERATING EXPENSES (B)
   
1,117,562
     
1,104,796
     
1.2
 
                         
OPERATING PROFIT (C)
   
195,804
     
303,993
      (35.6 )
                         
Net Income on Equity Investments (D)
   
28,710
     
26,017
     
10.4
 
Interest and Dividend Income
   
3,830
     
2,472
     
54.9
 
Interest Expense
    (115,905 )     (47,279 )     
145.2
 
Non-Operating Items (E)
    (42,343 )     (6,724 )  
NM
 
                         
Income from Continuing Operations Before Income Taxes
   
70,096
     
278,479
      (74.8 )
                         
Income Taxes (E)
    (34,580 )     (115,914 )     (70.2 )
                         
Income from Continuing Operations
   
35,516
     
162,565
      (78.2 )
                         
Income (Loss) from Discontinued Operations, net of tax (F)
   
760
      (74,731 )  
NM
 
                         
NET INCOME
   
36,276
     
87,834
      (58.7 )
                         
Preferred Dividends
   
      (2,103 )     (100.0 )
                         
Net Income Attributable to Common Shares
  $
36,276
    $
85,731
      (57.7 )
                         
EARNINGS PER SHARE
                       
Basic
                       
Continuing Operations
  $
.17
    $
.53
      (67.9 )
Discontinued Operations
   
      (.25 )     (100.0 )
Net Income
  $
.18
    $
.28
      (35.7 )
                         
Diluted (G)
                       
Continuing Operations
  $
.17
    $
.53
      (67.9 )
Discontinued Operations
   
      (.25 )     (100.0 )
Net Income
  $
.18
    $
.28
      (35.7 )
                         
DIVIDENDS PER COMMON SHARE
  $
    $
.18
      (100.0 )
                         
Diluted Weighted Average Common Shares Outstanding (H)
   
206,717
     
304,492
      (32.1 )

7



(A)
2007 second quarter:  April 2, 2007 to July 1, 2007.  (13 weeks)
 
2006 second quarter:  March 27, 2006 to June 25, 2006.  (13 weeks)
   
(B)
Operating expenses for the second quarter of 2007 included a charge of $28 million, or $.08 per diluted share, for the
 
elimination of approximately 450 positions at publishing and corporate, and a charge of $24 million, or $.07 per diluted share,
 
for the write-off of Los Angeles Times plant equipment related to the previously closed San Fernando Valley facility.
   
(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 second quarter of 2006 included the Company’s $5.9 million share of a one-time
 
favorable income tax adjustment at CareerBuilder.
   
(E)
The second quarter of 2007 included the following non-operating items:

 
   
Pretax
   
After-tax
       
   
Gain (Loss)
   
Gain (Loss)
   
Diluted EPS
 
                   
Loss on derivatives and related investments (1)
  $ (27,395 )   $ (16,711 )   $ (.08 )
Strategic review expenses (2)
    (20,925 )     (15,657 )     (.08 )
Other, net
   
5,977
     
2,866
     
.01
 
Total non-operating items
  $ (42,343 )   $ (29,502 )   $ (.15 )
 
 
The second quarter of 2006 included the following non-operating items:
 
   
Pretax
   
After-tax
       
   
Loss
   
Loss
   
Diluted EPS
 
                   
Loss on derivatives and related investments (1)
  $ (6,121 )   $ (3,734 )   $ (.01 )
Other, net
    (603 )     (368 )    
 
Income tax adjustments
   
      (3,595 )     (.01 )
Total non-operating items
  $ (6,724 )   $ (7,697 )   $ (.03 )

 
(1) Loss on derivatives and related investments represents primarily the net change in fair values of the derivative component
 
      of the Company’s PHONES and the related Time Warner shares.
   
 
(2)  Includes expenses related to the leveraged ESOP and going-private transactions approved by the Company’s board of
   directors on April 1, 2007.
 
 
 (F)
In February 2007, the Company announced an agreement to sell the New York edition of Hoy, the Company’s Spanish-language daily newspaper (Hoy, New York).  In March 2007, the Company announced its intentions to sell its Southern Connecticut Newspapers—The Advocate (Stamford) and Greenwich Time (collectively SCNI).  The sale of Hoy, New York closed in May 2007. The Company expects to sell SCNI in the second half of 2007.  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.  The sales of Albany and Boston closed in December 2006.  Operating results for these business units are reported as discontinued operations.  Income (loss) from discontinued operations in the second quarter included the following:
 
   
Second Quarter   
 
   
2007
   
2006
 
             
Income from operations, net of tax
  $
642
    $
3,288
 
Gain (loss) on the sales of discontinued operations, net of tax (1)
   
118
      (78,019 )
Total
  $
760
    $ (74,731 )
 
 
(1) In the second quarter of 2006, the Company recorded a pretax loss of $90 million, including $80 million of allocated
 
      television group goodwill, to write down the Atlanta and Albany net assets to estimated fair value, less costs to sell.
 

 
8

 
 
(G)
For the second quarters of 2007 and 2006, 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 awards.  All of the Company’s 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 limited liability companies, all of these preferred shares were distributed to the Company on Sept. 22, 2006 and are no longer outstanding.  The Company’s Series C, D-1 and D-2 convertible preferred shares were not included in the calculation of diluted EPS for the second quarter of 2006 because their effects were antidilutive.  Following are the calculations for the second quarter:
 

   
Second Quarter   
 
   
2007
   
2006
 
             
Income from continuing operations
  $
35,516
    $
162,565
 
Income (loss) from discontinued operations, net of tax
   
760
      (74,731 )
Net income
   
36,276
     
87,834
 
Dividends for Series C, D-1 and D-2 preferred stock
   
      (2,103 )
Net income attributable to common shares
  $
36,276
    $
85,731
 
                 
Weighted average common shares outstanding
   
204,425
     
302,683
 
Adjustment for stock-based compensation awards, net
   
2,292
     
1,809
 
Adjusted weighted average common
               
   shares outstanding
   
206,717
     
304,492
 
                 
Diluted earnings per share:
               
  Continuing operations
  $
.17
    $
.53
 
  Discontinued operations
   
      (.25 )
  Net income
  $
.18
    $
.28
 
 
(H)
The number of common shares outstanding, in thousands, at July 1, 2007 was 118,391, excluding 60,671 shares held by subsidiaries
 
of the Company and 8,929 shares held by the Tribune Employee Stock Ownership Plan.
 
 

9


TRIBUNE COMPANY
FIRST HALF RESULTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)
 

   
FIRST HALF (A)      
 
               
%
 
   
2007
   
2006
   
Change
 
                   
OPERATING REVENUES
  $
2,527,868
    $
2,678,210
      (5.6 )
OPERATING EXPENSES (B)
   
2,150,602
     
2,157,316
      (0.3 )
                         
OPERATING PROFIT (C)
   
377,266
     
520,894
      (27.6 )
                         
Net Income on Equity Investments (D)
   
41,394
     
32,565
     
27.1
 
Interest and Dividend Income
   
6,984
     
4,652
     
50.1
 
Interest Expense
    (199,154 )     (96,051 )    
107.3
 
Non-Operating Items (E)
    (126,058 )     (20,421 )  
NM
 
                         
Income from Continuing Operations Before Income Taxes
   
100,432
     
441,639
      (77.3 )
                         
Income Taxes (E)
    (53,837 )     (179,918 )     (70.1 )
                         
Income from Continuing Operations
   
46,595
     
261,721
      (82.2 )
                         
Loss from Discontinued Operations, net of tax (F)
    (33,614 )     (71,123 )     (52.7 )
                         
NET INCOME
   
12,981
     
190,598
      (93.2 )
                         
Preferred Dividends
   
      (4,206 )     (100.0 )
                         
Net Income Attributable to Common Shares
  $
12,981
    $
186,392
      (93.0 )
                         
EARNINGS PER SHARE
                       
Basic
                       
Continuing Operations
  $
.21
    $
.85
      (75.3 )
Discontinued Operations
    (.15 )     (.23 )     (34.8 )
Net Income
  $
.06
    $
.61
      (90.2 )
                         
Diluted (G)
                       
Continuing Operations
  $
.21
    $
.84
      (75.0 )
Discontinued Operations
    (.15 )     (.23 )     (34.8 )
Net Income
  $
.06
    $
.61
      (90.2 )
                         
DIVIDENDS PER COMMON SHARE
  $
.18
    $
.36
      (50.0 )
                         
Diluted Weighted Average Common Shares Outstanding (H)
   
224,117
     
305,047
      (26.5 )

10


 
(A)
2007 first half:  Jan. 1, 2007 to July 1, 2007.  (26 weeks)
 
2006 first half:  Dec. 26, 2005 to June 25, 2006.  (26 weeks)
 
(B)
Operating expenses for the first half of 2007 included a charge of $29 million, or $.08 per diluted share, for the
 
elimination of approximately 450 positions at publishing and corporate, and a charge of $24 million, or $.07 per
 
diluted share, for the write-off of Los Angeles Times plant equipment related to the previously closed San
 
Fernando Valley facility.  Operating expenses for the first half of 2006 included a charge of $20 million, or $.04
 
per diluted share, for severance and other payments associated with the new union contracts at Newsday.
 
(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 half of 2006 included the Company’s $5.9 million share of a
 
one-time favorable income tax adjustment at CareerBuilder.
 
(E)
The first half of 2007 included the following non-operating items:
 

   
Pretax
   
After-tax
       
   
Gain (Loss)
   
Gain (Loss)
   
Diluted EPS
 
                   
Loss on derivatives and related investments (1)
  $ (97,175 )   $ (59,277 )   $ (.26 )
Strategic review expenses (2)
    (35,398 )     (29,428 )     (.13 )
Other, net
   
6,515
     
2,024
     
.01
 
Total non-operating items
  $ (126,058 )   $ (86,681 )   $ (.38 )

 
The first half of 2006 included the following non-operating items:
 
   
Pretax
   
After-tax
       
   
Loss
   
Loss
   
Diluted EPS
 
                   
Loss on derivatives and related investments (1)
  $ (16,438 )   $ (10,027 )   $ (.03 )
Other, net
    (3,983 )     (2,430 )     (.01 )
Income tax adjustments
   
      (3,595 )     (.01 )
Total non-operating items
  $ (20,421 )   $ (16,052 )   $ (.05 )
 
 
(1) Loss on derivatives and related investments represents primarily the net change in fair values of the derivative component of the
 
     Company’s PHONES and the related Time Warner shares.
   
 
(2)  Includes expenses related to the Company’s strategic review and leveraged ESOP and going-private transactions approved
 
       by the Company’s board of directors on April 1, 2007.
 
 
11

 
(F)
In February 2007, the Company announced an agreement to sell the New York edition of Hoy, the Company's Spanish-language
 
daily newspaper ("Hoy, New York").  In March 2007, the Company announced its intentions to sell its Southern Connecticut
 
Newspapers—The Advocate (Stamford) and Greenwich Time (collectively "SCNI").  The sale of Hoy, New York closed in May
 
2007. The Company expects to sell SCNI in the second half of 2007. 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. The sales of Albany and Boston closed in December 2006.  Operating
 
results for these stations are reported as discontinued operations.  Income from discontinued operations for the first half of 2007
 
and 2006 included the following:
 
   
First Half   
 
   
2007
   
2006
 
             
Income (loss) from operations, net of tax
  $ (560 )   $
6,896
 
Net loss on sales, net of tax (1) (2)
    (33,054 )     (78,019 )
Total
  $ (33,614 )   $ (71,123 )
 
 
(1) In the first quarter of 2007, the Company recorded an after-tax loss of $33 million to write down the SCNI net assets to
 
      estimated fair value, less costs to sell.
   
 
(2)  In the second quarter of 2006, the Company recorded a pretax loss of $90 million, including $80 million of allocated
 
       television group goodwill, to write down the Atlanta and Albany net assets to estimated fair value, less costs to sell.
 
(G)
For the first halves of 2007 and 2006, 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 awards.  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 limited
 
liability companies, all of these preferred shares were distributed to the Company on Sept. 22, 2006 and are no longer outstanding.
 
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
 
half of 2006 because their effects were antidilutive.  Following are the calculations for the first half:
 

   
First Half   
 
   
2007
   
2006
 
             
Income from continuing operations
  $
46,595
    $
261,721
 
Loss from discontinued operations, net of tax
    (33,614 )     (71,123 )
Net income
   
12,981
     
190,598
 
Dividends for Series C, D-1 and D-2 preferred stock
   
      (4,206 )
Net income attributable to common shares
  $
12,981
    $
186,392
 
                 
Weighted average common shares outstanding
   
222,192
     
303,451
 
Adjustment for stock-based compensation awards, net
   
1,925
     
1,596
 
Adjusted weighted average common
               
   shares outstanding
   
224,117
     
305,047
 
                 
Diluted earnings per share:
               
  Continuing operations
  $
.21
    $
.84
 
  Discontinued operations
    (.15 )     (.23 )
  Net income
  $
.06
    $
.61
 
 
(H)
The number of common shares outstanding, in thousands, at July 1, 2007 was 118,391, excluding 60,671 shares held by subsidiaries
 
of the Company and 8,929 shares held by the Tribune Employee Stock Ownership Plan.
 
 
12



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

   
SECOND QUARTER      
   
FIRST HALF      
 
               
%
               
%
 
   
2007
   
2006
   
Change
   
2007
   
2006
   
Change
 
PUBLISHING
                                   
Operating Revenues
  $
920,407
    $
1,015,903
      (9.4 )   $
1,851,901
    $
2,001,222
      (7.5 )
Cash Operating Expenses (A) (B)
    (773,191 )     (766,306 )    
0.9
      (1,520,927 )     (1,539,678 )     (1.2 )
Operating Cash Flow (C) (D)
   
147,216
     
249,597
      (41.0 )    
330,974
     
461,544
      (28.3 )
Depreciation and Amortization Expense
    (45,214 )     (41,980 )    
7.7
      (89,251 )     (84,114 )    
6.1
 
Total Operating Profit (D)
  $
102,002
    $
207,617
      (50.9 )   $
241,723
    $
377,430
      (36.0 )
                                                 
BROADCASTING AND ENTERTAINMENT
                                               
Operating Revenues
                                               
   Television
  $
286,922
    $
309,591
      (7.3 )   $
551,368
    $
575,382
      (4.2 )
   Radio/Entertainment
   
106,037
     
83,295
     
27.3
     
124,599
     
101,606
     
22.6
 
   Total Operating Revenues
   
392,959
     
392,886
     
     
675,967
     
676,988
      (0.2 )
                                                 
Cash Operating Expenses (A)
                                               
   Television
    (186,668 )     (195,078 )     (4.3 )     (373,075 )     (377,414 )     (1.1 )
   Radio/Entertainment
    (85,832 )     (75,091 )    
14.3
      (108,297 )     (97,319 )    
11.3
 
   Total Cash Operating Expenses
    (272,500 )     (270,169 )    
0.9
      (481,372 )     (474,733 )    
1.4
 
                                                 
Operating Cash Flow (C) (D)
                                               
   Television
   
100,254
     
114,513
      (12.5 )    
178,293
     
197,968
      (9.9 )
   Radio/Entertainment
   
20,205
     
8,204
     
146.3
     
16,302
     
4,287
     
280.3
 
   Total Operating Cash Flow
   
120,459
     
122,717
      (1.8 )    
194,595
     
202,255
      (3.8 )
                                                 
Depreciation and Amortization Expense
                                               
   Television
    (11,115 )     (10,766 )    
3.2
      (22,251 )     (21,561 )    
3.2
 
   Radio/Entertainment
    (1,610 )     (1,555 )    
3.5
      (3,228 )     (2,847 )    
13.4
 
   Total Depreciation and Amortization Expense
    (12,725 )     (12,321 )    
3.3
      (25,479 )     (24,408 )    
4.4
 
                                                 
Operating Profit (D)
                                               
   Television
   
89,139
     
103,747
      (14.1 )    
156,042
     
176,407
      (11.5 )
   Radio/Entertainment
   
18,595
     
6,649
     
179.7
     
13,074
     
1,440
     
807.9
 
   Total Operating Profit
  $
107,734
    $
110,396
      (2.4 )   $
169,116
    $
177,847
      (4.9 )
                                                 
CORPORATE EXPENSES
                                               
Operating Cash Flow (B) (C) (D)
  $ (13,615 )   $ (13,674 )     (0.4 )   $ (33,015 )   $ (33,698 )     (2.0 )
Depreciation and Amortization Expense
    (317 )     (346 )     (8.4 )     (558 )     (685 )     (18.5 )
Total Operating Loss (D)
  $ (13,932 )   $ (14,020 )     (0.6 )   $ (33,573 )   $ (34,383 )     (2.4 )
                                                 
CONSOLIDATED
                                               
Operating Revenues
  $
1,313,366
    $
1,408,789
      (6.8 )   $
2,527,868
    $
2,678,210
      (5.6 )
Cash Operating Expenses (A) (B)
    (1,059,306 )     (1,050,149 )    
0.9
      (2,035,314 )     (2,048,109 )     (0.6 )
Operating Cash Flow (C) (D)
   
254,060
     
358,640
      (29.2 )    
492,554
     
630,101
      (21.8 )
Depreciation and Amortization Expense
    (58,256 )     (54,647 )    
6.6
      (115,288 )     (109,207 )    
5.6
 
Total Operating Profit (D)
  $
195,804
    $
303,993
      (35.6 )   $
377,266
    $
520,894
      (27.6 )
 
 
13

 
(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 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 second quarter of 2007:
 
         
Broadcasting and
             
   
Publishing
   
Entertainment
   
Corporate
   
Consolidated
 
                         
Operating expenses
  $
818,405
    $
285,225
    $
13,932
    $
1,117,562
 
Less: depreciation and amortization expense
   
45,214
     
12,725
     
317
     
58,256
 
Cash operating expenses
  $
773,191
    $
272,500
    $
13,615
    $
1,059,306
 
 
 
Following is a reconciliation of operating expenses to cash operating expenses for the second quarter of 2006:

         
Broadcasting and
             
   
Publishing
   
Entertainment
   
Corporate
   
Consolidated
 
                         
Operating expenses
  $
808,286
    $
282,490
    $
14,020
    $
1,104,796
 
Less: depreciation and amortization expense
   
41,980
     
12,321
     
346
     
54,647
 
Cash operating expenses
  $
766,306
    $
270,169
    $
13,674
    $
1,050,149
 

 
Following is a reconciliation of operating expenses to cash operating expenses for the first half of 2007:
 
         
Broadcasting and
             
   
Publishing
   
Entertainment
   
Corporate
   
Consolidated
 
                         
Operating expenses
  $
1,610,178
    $
506,851
    $
33,573
    $
2,150,602
 
Less: depreciation and amortization expense
   
89,251
     
25,479
     
558
     
115,288
 
Cash operating expenses
  $
1,520,927
    $
481,372
    $
33,015
    $
2,035,314
 

 
Following is a reconciliation of operating expenses to cash operating expenses for the first half of 2006:

         
Broadcasting and
             
   
Publishing
   
Entertainment
   
Corporate
   
Consolidated
 
                         
Operating expenses
  $
1,623,792
    $
499,141
    $
34,383
    $
2,157,316
 
Less: depreciation and amortization expense
   
84,114
     
24,408
     
685
     
109,207
 
Cash operating expenses
  $
1,539,678
    $
474,733
    $
33,698
    $
2,048,109
 
 
 
(B)
Cash operating expenses for the second quarter of 2007 included a severance charge of $28 million ($25 million at publishing and $3 million at corporate) and for the first half of 2007 included a severance charge of $29 million ($26 million at publishing and $3 million at corporate).  In addition, publishing cash operating expenses for the second quarter and first half of 2007 included a charge of $24 million for the write-off of Los Angeles Times plant equipment related to the previously closed San Fernando Valley facility. Publishing cash operating expenses for the first half of 2006 included a charge of $20 million for severance and other payments associated with the new union contracts at Newsday.
 
(C)
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 Companys 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

 
(D)
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 second quarter of 2007:

 
         
Broadcasting and
             
   
Publishing
   
Entertainment
   
Corporate
   
Consolidated
 
                         
Operating profit (loss)
  $
102,002
    $
107,734
    $ (13,932 )   $
195,804
 
Add back: depreciation and amortization expense
   
45,214
     
12,725
     
317
     
58,256
 
Operating cash flow
  $
147,216
    $
120,459
    $ (13,615 )   $
254,060
 

 
Following is a reconciliation of operating profit (loss) to operating cash flow for the second quarter of 2006:

         
Broadcasting and
             
   
Publishing
   
Entertainment
   
Corporate
   
Consolidated
 
                         
Operating profit (loss)
  $
207,617
    $
110,396
    $ (14,020 )   $
303,993
 
Add back: depreciation and amortization expense
   
41,980
     
12,321
     
346
     
54,647
 
Operating cash flow
  $
249,597
    $
122,717
    $ (13,674 )   $
358,640
 

 
Following is a reconciliation of operating profit (loss) to operating cash flow for the first half 2007:

         
Broadcasting and
             
   
Publishing
   
Entertainment
   
Corporate
   
Consolidated
 
                         
Operating profit (loss)
  $
241,723
    $
169,116
    $ (33,573 )   $
377,266
 
Add back: depreciation and amortization expense
   
89,251
     
25,479
     
558
     
115,288
 
Operating cash flow
  $
330,974
    $
194,595
    $ (33,015 )   $
492,554
 

 
Following is a reconciliation of operating profit (loss) to operating cash flow for the first half 2006:

         
Broadcasting and
             
   
Publishing
   
Entertainment
   
Corporate
   
Consolidated
 
                         
Operating profit (loss)
  $
377,430
    $
177,847
    $ (34,383 )   $
520,894
 
Add back: depreciation and amortization expense
   
84,114
     
24,408
     
685
     
109,207
 
Operating cash flow
  $
461,544
    $
202,255
    $ (33,698 )   $
630,101
 
 
 
15


 
 TRIBUNE COMPANY
SUMMARY OF REVENUES AND NEWSPAPER ADVERTISING VOLUME (Unaudited)
(In thousands)
 
     
Period 6 (5 weeks)
   
Second Quarter (13 weeks)
   
Year to Date (26 weeks)
 
                 
%
               
%
               
%
 
     
2007
   
2006
   
Change
   
2007
   
2006
   
Change
   
2007
   
2006
   
Change
 
Publishing (A)
                                                     
   Advertising
                                                     
Retail
 
  $
116,761
    $
126,509
      (7.7 )   $
312,303
    $
329,688
      (5.3 )   $
604,761
    $
623,771
      (3.0 )
National
 
   
64,064
     
69,158
      (7.4 )    
156,274
     
175,568
      (11.0 )    
333,906
     
357,328
      (6.6 )
Classified
 
   
93,151
     
113,750
      (18.1 )    
252,572
     
307,052
      (17.7 )    
513,314
     
609,484
      (15.8 )
                                                                           
Sub-Total
   
273,976
     
309,417
      (11.5 )    
721,149
     
812,308
      (11.2 )    
1,451,981
     
1,590,583
      (8.7 )
    Circulation
   
50,263
     
53,043
      (5.2 )    
131,801
     
140,440
      (6.2 )    
266,672
     
284,737
      (6.3 )
 Other
     
25,441
     
23,030
     
10.5
     
67,457
     
63,155
     
6.8
     
133,248
     
125,902
     
5.8
 
                                                                           
    Segment Total
   
349,680
     
385,490
      (9.3 )    
920,407
     
1,015,903
      (9.4 )    
1,851,901
     
2,001,222
      (7.5 )
                                                                           
Broadcasting & Entertainment
                                                                       
   Television (B)
   
106,944
     
117,532
      (9.0 )    
286,922
     
309,591
      (7.3 )    
551,368
     
575,382
      (4.2 )
   Radio/Entertainment
   
51,307
     
34,772
     
47.6
     
106,037
     
83,295
     
27.3
     
124,599
     
101,606
     
22.6
 
                                                                           
   Segment Total
   
158,251
     
152,304
     
3.9
     
392,959
     
392,886
     
     
675,967
     
676,988
      (0.2 )
                                                                           
Consolidated Revenues (A)(B)
  $
507,931
    $
537,794
      (5.6 )   $
1,313,366
    $
1,408,789
      (6.8 )   $
2,527,868
    $
2,678,210
      (5.6 )
                                                                           
Total Advertising Inches(A)(C)
                                                                       
   Full Run
                                                                       
Retail
 
   
504
     
525
      (4.0 )    
1,324
     
1,340
      (1.2 )    
2,532
     
2,550
      (0.7 )
National
 
   
261
     
298
      (12.4 )    
646
     
763
      (15.3 )    
1,345
     
1,560
      (13.8 )
Classified
 
   
775
     
970
      (20.1 )    
2,041
     
2,546
      (19.8 )    
4,107
     
4,957
      (17.1 )
Sub-Total
 
   
1,540
     
1,793
      (14.1 )    
4,011
     
4,649
      (13.7 )    
7,984
     
9,067
      (11.9 )
   Part Run
   
1,787
     
2,126
      (15.9 )    
4,730
     
5,589
      (15.4 )    
9,447
     
10,549
      (10.4 )
Total
     
3,327
     
3,919
      (15.1 )    
8,741
     
10,238
      (14.6 )    
17,431
     
19,616
      (11.1 )
                                                                           
Preprint Pieces(A)(C)
   
1,420,951
     
1,405,727
     
1.1
     
3,635,124
     
3,595,161
     
1.1
     
7,086,988
     
6,923,689
     
2.4
 

(A)
In May 2007, the Company completed the sale of its New York edition of Hoy.  In March 2007, Tribune announced its intentions
 
to sell the Southern Connecticut NewspapersThe Advocate (Stamford) and Greenwich Times (collectively SCNI).  The Company
 
expects to sell SCNI during the second half of 2007.  For both years, results for these newspapers are excluded from this presentation.
   
(B)
Excludes results from discontinued operations that were sold in 2006 (WATL-TV, Atlanta, WLVI-TV, Boston and WCWN-TV, Albany).
   
(C)
Volume for 2006 has been modified to conform with the 2007 presentation.  Volume includes only the daily newspapers and is based
 
on preliminary internal data, which may be updated in subsequent reports.
   
 
 
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