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Ruthellyn Musil, Vice President/Corporate Relations:

Good morning, and welcome to our conference call to discuss 2002’s Third Quarter results. In our press release this morning, we reported diluted earnings-per-share, before special items, of $.46, up 92 percent from last year’s third quarter adjusted results, and 8 cents ahead of First Call consensus. September was a strong month, especially compared to a year ago, which was impacted by 9-11.

As described in our press release "adjusted results" reflect accounting changes for goodwill that were implemented earlier this year. For your convenience, our press release has two columns for 2001: one shows adjusted results and the other shows actual results. A schedule for the full year 2001, by quarter, is on our website.

On the call this morning is Dennis FitzSimons, president and COO, and Don Grenesko, our chief financial officer. They will each have brief remarks and then we’ll take your questions. We expect the call to last about 45 minutes.

Before Dennis begins, please bear with me for the standard reminder that our discussion may include forward-looking statements that are covered in greater detail in our SEC filings.

Now, here’s Dennis.

Dennis FitzSimons, President and Chief Operating Officer

Thanks, Ruthellyn and good morning everyone.

Third quarter earnings have come in strong and overall, we’ve made good
progress through nine months. Our results have improved sequentially every quarter this year, despite the tough economy. And there are a couple of reasons for that:

First, our newspapers and television stations are concentrated in major markets. As the economy comes back, advertisers have to be there.

And second, we moved quickly to reduce costs across the company when we saw the first hints of the advertising recession.

Now, you’ve heard us say throughout the last year and a half, as the economy begins to improve and advertising demand picks up, Tribune will be well positioned to take advantage of it. That’s what you see with this quarter’s results and it’s especially true because of our major market concentration.

Our strategies are paying off, and I’d like to touch on a few examples this morning.
In the third quarter, television ad revenues in New York, LA and Chicago outperformed the group. This revenue growth was a big factor in driving an improvement in TV group operating cash flow margins from 36 percent in last year’s third quarter to 43 percent this quarter.

In publishing, cost controls put in place over the past year and favorable newsprint pricing are accelerating EBITDA growth as revenues improve. Third quarter operating cash flow margins in publishing were also up 7 percentage points again with higher percentage improvement in the top three markets.

Now, let’s take a quick look at each business segment.

Our TV stations are performing very well. And we’re doing it without a disproportionate benefit from political ad revenue, which contributes less than 2% to our revenue totals. Yes, political has tightened overall inventory in our markets. But we think the real key to our strong showing is programming—great sitcom line-ups in early and late fringe, The WB (which is having a phenomenal Fall), and strong local news. We’re delivering key demos for our advertisers, and our sales people are generating premium cost per thousands.

In third quarter, all major categories were up, many by double-digit percentages. With rating increases and market demand, our stations were able to raise rates in virtually all dayparts.

Focusing on The WB for a moment, we have highlights on just about every night:

• Monday – 7th Heaven had its strongest premiere ratings ever. And The WB’s new family drama, Everwood launched to both critical and rating success.
• Tuesday – Gilmore Girls had its best ever ratings in adults 18-34, up significantly from last year’s season premiere and 40 percent higher than Buffy, the Vampire Slayer’s season premiere on UPN. WB’s second Tuesday hour, Smallville, ranked #1 or #2 in its time period in nearly every key demo while hitting a record high in total viewers.
• On Wednesday October 9th, Birds of Prey premiered and was #1 among all networks for the night in Men 18-34 and #2 in Women 18-34.
• On Sunday, WB ratings are up 25% versus last year.

On average. the fall season overall is up 30 percent year-to-date and our stations in New York, Chicago and Los Angeles have almost doubled the national average. All of this bodes well for the fourth quarter and next year.

On the local level, our programming directors have really done a great job. Our line-ups are anchored by Friends, the #1 sitcom in syndication; Everyone Loves Raymond is #2. Will and Grace, the off-NBC sitcom, debuted in syndication on our stations September 23rd and after 3 weeks, the show’s ratings look good. It takes a while for a new show to get started and we’re seeing ratings consistent with what Raymond delivered in its debut on our stations last year.
Switching to newspapers, we’ve focused on our preprint strategy and using our scale to our advantage. Preprints were up 15% in the quarter, led by Chicago and Los Angeles. As you may recall, we invested in new preprint insertion facilities in both markets. They have recently come on-stream and results are following.

When we doubled the size of our newspaper group two years ago, it positioned us to deliver new advertising solutions for our clients through Tribune Media Net. That strategy is working. TMN is far ahead of where they were last year at this time. They’ve already booked more than $45 million in incremental revenue, and we’re looking to end the year in the $55-$60 million range -- well above goal and last year’s $34 million. Just this week we concluded a major, multi-million dollar partnership with Walgreen’s, the nation’s number one pharmacy chain. Starting November 16, we will produce a weekly magazine-style TV show based on health and medical reports from Tribune stations. It will be shown here in Chicago on WGN and nationwide on WGN Superstation. This project is of special significance because it is the first TMN deal that is national in scope.

Scale also gives us advantages within our markets. Our recent purchase in August of Chicago Magazine is a great example. It reaches an upscale, younger demographic, making it a terrific advertising vehicle for high-end clients. At $35 million, the purchase multiple of less than 10-times 2001 cash flow made it a worthwhile transaction on a stand-alone basis. And while it’s operated separately from our other media businesses in Chicago our strategy to cross-promote, cross-sell and share content will work here, too.

Scale also is important to our classified strategy, and it will help us to win both in print and online. As you know, our vehicle in the online recruitment arena is CareerBuilder, and the addition of Gannett as a partner in CareerBuilder is a huge win. It means additional exposure and promotion for CareerBuilder in more than 90 new markets and national exposure through USA Today.com.

CareerBuilder is the backbone of our online recruitment strategy, and considering this very difficult economy, CareerBuilder’s results have been strong. We estimate that in the first half, CB increased its market share by two points at the expense of Monster and HotJobs. In third quarter, revenues were about $27 million and for the full year, they should be about $110 million.

Looking to the fourth quarter, business trends are solid. In TV, we expect year over year revenues again to be up strongly. In publishing, October is off to a good start.

So on that note, let’s go to Don...

Don Grenesko, Vice President/Finance and Administration

Thanks, Dennis.

Tribune had an excellent third quarter, marked by both revenue growth and lower cash expenses. EBITDA was up 45% to $378 million, as consolidated revenue grew 5% and cash expenses were down 5% compared to a year ago.

EBITDA margins improved significantly in both publishing and broadcasting this quarter, and interactive was again cash flow positive.

In publishing, revenues were up 2%:

• Retail rose by 7%, driven by the continued strength of preprints. Categories performing well included department stores, electronics, home furnishing and food stores.
• National was up 5% in the quarter. The LA Times was particularly strong due to movies and entertainment, auto manufacturers and the hi-tech categories, while Newsday also benefited from the strength in hi-tech, particularly wireless.
• Classified was down 3% in the third quarter, but showed quarterly sequential improvement. Classified continues to benefit from strength in the automotive and real estate categories. Help wanted was off 20% in the third quarter, an improvement over the 23% decline in the second quarter.

Publishing cash expenses declined by 7%:

• Newsprint costs were down 25%, as the newsprint price increase announced in August hasn’t affected us as yet.
• In addition, consumption declined 4%.
• Compensation was 3% lower than last year and other cash costs were down 2%.

Turning to television we are seeing better trends due in large part to tighter inventory. Excluding acquisitions, third quarter advertising revenues increased 18% in the quarter.

Without acquisitions, TV cash operating expenses decreased 1 percent, and staffing remains 4% below last year’s levels. Again, excluding acquisitions, TV programming costs were up 2% as the absence of Dodger’s baseball only partially offset the increases related to the fall 2001 launch of Everybody Loves Raymond.

Importantly, EBITDA rose by 37% and the television group increased its operating cash flow margin to 43% this quarter.

Last, but not least, we’re happy to again report that Tribune Interactive was cash flow positive in the third quarter, due to a 32% increase in revenues as well as lower cash expenses.

Now, turning to the equity line, in September, we converted CareerBuilder’s legal structure from a standard corporation to an LLC. This created a taxable gain for CareerBuilder, and our share of their tax liability was $18 million, which was reflected in our third quarter equity losses.

The conversion also triggered a capital loss for tax purposes for Tribune, which we will use during the next twelve months. The cash benefit to Tribune for this loss is $36 million. This tax loss doesn’t have an accounting impact because we'd previously tax effected our book equity losses and write downs related to CareerBuilder. The LLC structure is also more tax efficient going forward.

Tribune’s net interest expense decreased by 18 percent as we benefited from lower commercial paper rates. Currently we are only paying a little under 2% on $500 million of commercial paper. In addition, our third quarter debt level excluding the PHONES has come down to $2.9 billion, and we expect to reduce that further to the $2.8 billion level by year-end.

Now let’s turn to our outlook for the rest of the year:

• We expect publishing revenue to continue to grow modestly, and we’ve projected newsprint prices to increase somewhat.
• In television, we anticipate strong advertising revenues in the 15-20% range, partially offset by moderately higher programming costs due to the impact of Everybody Loves Raymond and Will and Grace.
• Throughout the company, compensation and other cash costs will continue to be tightly controlled; however, we will cycle through staff reductions completed about this time last year, so FTEs will be about the same in the fourth quarter compared to last year’s.
• As has been the case throughout the year, we’ll continue to see the impact of higher benefits costs and a lower pension credit.
• Additionally, we’ll be accruing bonuses this quarter compared to the reversal of bonuses in the fourth quarter of last year. If you recall, we didn’t pay bonuses in 2001, and senior management took a 5% salary cut.
• Although cash expenses have declined by 5% year-to-date, because of the factors I just mentioned, we expect cash expenses to be flat to down slightly in the fourth quarter.

In closing, let me reiterate the earnings guidance you may have seen in our press release:

• We are comfortable with the current range of analyst estimates for both the fourth quarter and the full year, which are 46 to 56 cents and $1.65 to $1.80, respectively.

Now, we’d be happy to take your questions...

Q & A

Bill Drewry, Credit Suisse First Boston

Q. What is the correlation of TV station revenue growth to the WB scatter growth?
A. Our network sales -- sales The WB makes -- are most impacted by scatter and given that the ratings are strong they have more inventory to sell. The scatter market in the 4th quarter has been strong. Our stations are operating in the spot market where the business is usually placed closer to the start date. There’s usually a lag time as to when the ratings become apparent to ad buyers and when we get a benefit. Later in the fourth quarter, these newer shows’ premiere performances are going to be reflected in the rates.

Q. Mix of revenue at Tribune Media Net? Is it more broadcast driven or an equal mix?
A. Publishing tends to get more of a benefit. The latest deal with Walgreens has more of a benefit to broadcasting, but there’s also a publishing component. Cross-media represents about 50% of overall TMN revenues and publishing gets about 75% of that.

Q. Will the success at The WB benefit your equity line next year?
A. Yes

Lauren Fine, Merrill Lynch

Q. What percent of dollar revenue gain in 3rd quarter is attributable to political advertising?
A. 2% for the year, 2% for the quarter, will go up to about 3% in 4th quarter, mostly in October.

Q. What percentage of TV station revenue comes from automotive advertising?
A. About 19-20%.

Q. Capex projections for the 4th quarter, seem high. Elaborate.
A. We have some projects that are beginning in the fourth quarter. Traditionally capex is higher in the 4th quarter. In some instances, we’ve been cautious, in light of the economy, and pushing projects back. because they were conservative throughout the year.

Q. Debt for the full year thought it might be lower.
A. We have some large tax payments that we typically make in the 4th quarter and the normal dividends payments that will affect outgoing cash flow.

Q. Newsprint price increase -- when will it take affect?
A. Most will take hold in the fourth quarter of 2002. We will have to wait to see if there will be some roll back of those prices next year depending on the advertising.

Kevin Gruneich, Bear Stearns

Q. TV, your guidance on Q4 seems in line with growth in Q3. Why won’t that be stronger given the momentum in the 3rd quarter.
A. Looking at pacing numbers that are stronger than 15-20%. September was strong benefiting from political and the easier comps from Sept. 11th. Political will end by October. We think 15-20% is the right level. September, by the way, was the first month where we were above the year 2000 in billing.

Q. Goals for Interactive for year-end 2002 and 2003?
A. We would look for continued revenue increases in the 32% range going forward and continued strength in 2003.

Q. Pension assumptions?
A. We lowered our assumption from 9.75% to 9% and we are still reviewing this. Our discount rate was 7.25% and since interest rates are lower, we will look at that to go to 7%. Our pensions are all overfunded and we haven’t made a contribution in our pension plans in over 10 years.

Steve Barlow, Prudential Securities

Q. Preprint story in New York?
A. We mention LA and Chicago because the opportunity so strong. We have given them better capabilities with the investment in new facilities. The Sunday insertion machines come on-stream in November and December. We can see additional pickup there going into 2003. We’ve already taken share from ADVO on the west coast. This is a share story for us. We’re only have about one-third of the market in LA; in Chicago, it’s about 65%. There’s a big share opportunity in LA and greater capability in Chicago now. In New York, there is not as much opportunity as there is in LA.

Q. Help Wanted outlook.
A. We don’t see it going positive in the 4th quarter. If we get back to trends closer to 1990-91 we would hope to see positive results in the 1st quarter of 2003.

Q. Will CareerBuilder credit impact tax rate next year?
A. That will not impact the tax rate in the income statement, because we’ve already tax-affected the book equity losses and writedowns we’ve already taken on CB.

Q. Final payments for preprint facilities will be in the 4th quarter?
A. Yes.

Brian Shipman, UBS Warburg

Q. Comment on soon-to-be released ABC circulation audit results in New York, LA and Chicago?
A. New York, Chicago and LA will show increases in daily and Sunday. LA and Chicago’s increases will be in home delivery and New York in single copy sales.

Q. Is it still your goal to get broadcasting side of business up to 50% of cash flow? Would you be willing to look at a big newspaper deal if it overlapped with your TV footprint?
A. We would like to get our mix closer to 50/50. We’re about 68% publishing and 32% broadcasting now. #1 on our priority list is broadcasting acquisitions, but there is not an opportunity that will get us there right now. So we will look for Indianapolis-type opportunities. We want to be disciplined.

Q. Run of press rates plans in 2003? Rate increases?
A. We are in the midst of our operating planning season right now. So we will be able to talk more about this in December.

Peter Appert, Goldman Sachs

Q. Tax rate for 2003?
A. Should be around 39%

Q. IRS update.
A. We have 90 days to file our petition in tax court and we expect to do this in early November. There is no time frame; it will probably take a couple of years before we get resolution.

Q. Drivers for the 4th quarter?
A. On the revenue side, if classified, help wanted picked up, that would help us. Seeing good trends as we go into October. For total ad revenue, October is running around the same levels as September but the mix is different. Retail is off a bit and classified and help wanted have improved since September.
On the expense side, it would help us if we can hold off on the newsprint price increase. We don’t expect that we will have the 5% decrease in cash expenses for the rest of the year, because of FTEs being flat, higher benefit costs, bonus accruals.

Q. Equity line for next year?
A. No number yet, will have it in December.

Doug Arthur, Morgan Stanley

Q. The $18M charge for CareerBuilder, is that in the $.46 cents?
A. Yes, it is in the $.46 cents.

Q. Pacings in October and November, particularly post Nov. 5th?
A. We’re seeing low 20’s for October and more in the 30’s for periods 11 and 12. What we’ve seen is pacings come down as we get into the month. So we stay with 15-20% for the overall quarter.

Q. Trends by major market for the newspapers?
A. For the 1st two weeks in October, NY is leading the pack with excellent growth in the mid-teens, higher than September. For Chicago and LA, they are off a little from September but very close.

Q. Was that a similar pattern in the 3rd quarter? Or did Chicago and LA lead the way?
A. We thought New York would come out a bit more slowly, but New York has been our strongest performer. And in LA, we have seen good growth, with the exception of help wanted, which has been tough. Help wanted has been toughest in Chicago.

Bill Bird, Salomon Smith Barney

Q. Elaborate on 2% gain in online recruitment? Do you count forced Internet package buys as share gains? Comment on the CareerBuilder strategy evolving with the addition of Gannett?
A. We think we will hold on these shares gains and maybe increase them. Yes, upsells are in that share gain.
We are very excited about Gannett joining CareerBuilder. 90 new markets, major markets and USAToday.com. Gannett is a great partner and we see it helping going forward. Right now, Monster doesn’t have the promotional budget it had in the past. When you add Gannett’s promotional platform to Tribune’s and Knight Ridder’s, you’ll see CareerBuilder has a tremendous advantage.

Barton Crockett, JP Morgan

Q. Guidance for the 4th quarter? Is consensus a bit high?
A. We are in the range for the 4th quarter and the full year. Perhaps to the higher range of the range for the full year.

Q. Trends in TV  -- is it to early to get a sense for January?
A. Feel confident about the 1st six months of next year. The advantage of the strong the 4th quarter will spill over into the 1st quarter, and we think, in to the 2nd quarter. The biggest thing that needs to happen anytime you have a turnaround like this, is that some rate discipline has to happen in the spot market.

Christa Sober, Thomas Weisel

Q. Comment on pricing for TV. Do you expect the scatter trend to continue?
A. 4th quarter, pricing is very strong. There were no positives in the 4th quarter of last year. There was little demand and the stations were going for share. They’re still going for share, but from a higher rate level. The network scatter marketplace breaks earlier than the spot market. , we will have a better feel in November and December as our marketplace breaks later.

We have some good things going for us as we go into a non-political year. Only 2% of revenue comes from political advertising, so we won’t have the political hangover. And our audience share is in good shape. So that, combined with market demand, gives us a lot of confidence.

Q. CapEx for 2003?
A. Estimating that CapEx will be in the $225-$240 range.

Mandana Hormozi, Lazard Fréres

Q. How long to get your duopoly stations to optimum margins?
A. We think we can add 6-7% points and maybe in 10% going out further. In Indianapolis, by co-locating our stations, we can eliminate $5M in operating expenses in the first 12 months. The biggest advantage is programming purchasing. We use our market licenses to buy a program and air it on both stations in different dayparts if we choose. It takes one competitor out of the programming buying process.

Jim Goss, Barrington Research

Q. Category specifics for TV outlook.
A. Sustainability is there for next year. Audience share position is strong combined with demand advantages us.

Q. Will you get a greater benefit from the tightening of the political?
A. No doubt we benefit from tightening. Traditionally, we’ve had revenue share gains in non-political years.

Q. Could the Walgreens TV product end up as a print magazine insert?
A. There is a print component to the deal. This is the first national deal that we have done. It is a Walgreens exclusive. We are using existing TRB content. There will be no blurring of editorial lines. The lines are very clear. This is an example of an advertiser getting a benefit without a cost to us.

Bill Drewry, Credit Suisse First Boston

Q. Are preprint revenues as profitable as run-of-press?
A. The preprint margins are actually higher than retail

Q. Rationale for including $18M CareerBuilder charge? It seems like a one-time charge.
A. It’s GAAP rules that set the accounting standards.

Mike Kupinski, A.G. Edwards

Q. Yahoo/CB Lawsuit -- what affect that might be?
A. CareerBuilder filed a patent infringement suit against HotJobs in federal court. The suit claims HotJobs infringed on two CareerBuilder electronic job search patents. Yahoo filed suit claiming the two patents are invalid. It is pending litigation, so we can’t really comment on this.

Barton Crockett, JP Morgan

Q. Impact of Denver station divestiture on revenues and cash flow.
A. In 3rd quarter, radio cash flow was flat as gains in WGN radio offset the partial divestiture. We continue to receive a time-brokerage fee from Entercom for one of the three stations in Denver until we identify a suitable trade candidate. It shouldn’t have a material impact on either line.

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This document 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 report, 10-K and 10-Q, 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.