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Transcript

Third Quarter 2005 Earnings
Conference Call
October 13, 2005

Ruthellyn Musil, Sr. Vice-President/Corporate Relations

Good morning, and welcome to Tribune’s conference call to review 2005 third quarter results. Our opening remarks will be brief, we’ll have plenty of time for questions, and expect to finish within the hour.

Our speakers this morning are CEO Dennis FitzSimons, Don Grenesko, senior vice president and chief financial officer and Scott Smith, president of Tribune Publishing.

Turning to our press release, Tribune’s third quarter diluted EPS of 7 cents on a GAAP basis includes a net non-operating loss of 43 cents per share. Our release contains the information needed to make a meaningful comparison to First Call estimates.

Now, before turning the call over to Dennis, a reminder that our discussion may include forward-looking statements that are covered in greater detail in Tribune’s SEC filings.

Dennis...

Dennis FitzSimons, Chairman, President and CEO

Good morning.

Our third quarter results reflect the continuing soft ad environment which is impacting both our newspaper and television groups. Our results also reflect our continued focus on expense control. Earnings per share include the impact of the Matthew Bender Tax Court ruling and Don will have some additional detail on that in a minute.

Consolidated operating revenues were down 1%, although advertising revenue in publishing was up 2% over last year, or 3% excluding Newsday. Circulation revenue declines of 7% were slightly better than second quarter, and we project those trends will continue to improve. Scott will talk more about that.

In television, third quarter revenue for our group was down 6%. Improved baseball revenue in New York for Mets telecasts and in Chicago for the Cubs telecasts, partially offset the impact of an overall soft market and People Meter ratings declines.

Our New Orleans stations had no revenue in September as a result of Hurricane Katrina. Both stations were knocked off the air and 121 employees were displaced. Thankfully, none of them suffered serious injury. Our stations did have significant property damage. We are covered for property damage and business interruption through our insurance.

Now despite evacuating its facility, the staff at our New Orleans ABC affiliate, WGNO, provided continuous coverage by working in conjunction with the Baton Rouge ABC affiliate, WBRZ. The combined news staffs were actually working and living out of WBRZ, and our people did a weeklong nonstop job of covering this tragedy.

Our Washington D.C. bureau also coordinated a record number of live shots and packages for our stations all around the country.

Some other developments during the quarter. As you know, Pat Mullen resigned last week as head of our broadcasting group. We thank Pat for his contributions to our company and we wish him well.

We have excellent experienced leadership in the Broadcast Group. Our regional vice-presidents, John Reardon and John Vitanovec are reporting directly to me in this transition period. Prior to their current roles, John Reardon ran sales at WGN TV and then moved to be General Manager of KTLA for eight years. John Vitanovec was CFO of WGN, then ran our Boston station before returning to Chicago as general manager of WGN. Both have experience with the Superstation. And both have 20 years experience at Tribune and are very strong leaders. Given this environment, everyone in the broadcast division is focused on improving results.

The new fall season is off to a reasonable start.

Sex and the City launched in September in late fringe. Performance has generally been good, particularly in the larger markets and on the Superstation; ratings for young women have been especially strong.

On The WB, new season premieres are encouraging with returning shows like Gilmore Girls, Everwood and Smallville performing well. Of the new shows, Supernatural on Tuesdays night stands out, and that has shown steady growth each week. Actually this Tuesday was the best performance to date.

One change here in looking at the year-to-year numbers is that Fox has premiered their shows before the baseball playoffs this year

In publishing, in addition to better circulation trends, the ad settlement process at Newsday and Hoy New York is coming to a close.

At the Los Angeles Times, Dean Baquet was promoted to editor, and John O’Loughlin, formerly GM of RedEye in Chicago, will now head up marketing at the Times.

Speaking of RedEye, it is now officially a free publication and one of 40 targeted publications that collectively will generate over $300 million in revenue this year.

Online revenue grew 46% in the quarter due primarily to strength in recruitment. For the year, online revenue is expected to be over $175 million.

Given the overall environment, we continue to make cost control a priority. In addition to tightly controlling day-to-day operating expenses, our business units are looking at structural changes where they make sense. An example of this in the third quarter, was Newsday’s staff reduction at its New York city newsroom as it puts more focus on its core market of Long Island.

The TV group also announced reductions in news staffing in Philadelphia and San Diego. The NBC O&Os in those markets will now produce local primetime newscasts for those stations. We’ve had an arrangement like this in Miami for some time, with good results.

Now, let’s go to Don, and then Scott; I’ll be back to wrap up.

Don Grenesko, Sr. Vice-President/Finance and Administration

As Dennis mentioned, we continue to focus on reducing company-wide expenses.

On a consolidated basis, cash expenses grew only 1% in the quarter, excluding the $55 million charge we took a year ago to settle advertiser claims at Newsday and Hoy.

In publishing, cash expenses increased 2%, excluding the charge. Publishing’s staffing levels were 3% below last year, but compensation still rose by 1% due to higher retirement costs. Newsprint and ink increased 5%, reflecting higher newsprint prices, somewhat offset by lower consumption and our switch to lighter weight paper.

In broadcasting, cash operating expenses were down 1%. This was largely due to lower expenses on the radio/entertainment line.

TV cash expenses rose 4% primarily due to $2 million in costs related to Hurricane Katrina; expenses associated with outsourcing our news in Philadelphia and San Diego; and higher broadcast rights incurred with the launch of the new TV season.

Turning back to consolidated results, operating cash flow, excluding the special charge last year, was $343 million compared to $369 million in 2004’s third quarter. The 2005 third quarter results also include a net non-operating loss of $.43 per share related primarily to the adverse Matthew Bender tax ruling

As noted in our earnings release, we increased our tax reserve by $610 million in the third quarter by recording additional income tax expense of $150 million and by adding $460 million of goodwill to the balance sheet.

The $610 million reserve is somewhat lower than the preliminary estimate of $625 million that we provided in our September 27th press release. The reduction is the result of refining our estimates of the taxes and related interest. Also, after finalizing our accounting treatment, the amount charged to the income statement is a bit higher, and the increase to goodwill is below our preliminary estimates.

Debt, excluding the PHONES, was $2.0 billion at the end of the third quarter, and increased to $2.9 billion shortly thereafter as a result of paying the federal portion of the Matthew Bender tax liability. The tax payments were financed through our commercial paper program. For your modeling purposes, total interest expense will be about
$50 million in the fourth quarter.

Diluted average shares outstanding declined by 3 percent due to stock repurchases. As noted in our press release, we repurchased 3.6 million shares in the quarter, for a total of 9.8 million shares year-to-date.

Now, I’ll turn things over to Scott.

Scott Smith, President/Tribune Publishing

Thanks Don, and good morning everyone.

Publishing group operating revenues in the third quarter were $980 million, even with last year. Ad revenues grew by 2%, or 3% excluding Newsday, while circulation revenue was down 7%. I’ll talk more about circulation trends in a moment.

Ad revenue growth was led by the Chicago Tribune, Orlando Sentinel and South Florida Sun-Sentinel. Our Florida newspapers benefited some in period 9 because advertising was soft during the hurricanes last year. Los Angeles was about even with a year ago. And Newsday revenues were down less in the third quarter than the first half. By category:

Retail advertising was up 1%, with Chicago, Orlando and Hartford posting the best gains.

Preprint revenues were up 1% with the decline in Newsday more than offset by mid- single digit growth in L.A., Chicago and South Florida, reinforcing that our capital investments are paying off.

National advertising was down 3% with declines in technology, wireless, movies and transportation partially offset by good growth in the financial category.

Classified advertising revenues for the group increased 7%, largely driven by growth in on-line help wanted. Third quarter revenue for the CareerBuilder network was up 72% year-over-year, and increased 78% year to date. CareerBuilder network traffic for August was up 13% to approximately 17 million unique visitors, compared to 14 million unique visitors for Monster. Overall, help-wanted revenue rose 17%. Real estate was up 16% while auto was down 4%.

Let me turn now to circulation. We said we expected to show meaningful improvement in trends by September, and we did. For the third quarter total net paid circulation for our 11 metropolitan daily newspapers averaged 3 million copies daily and 4.3 million copies on Sunday. Those figures are down 2% daily and 3% Sunday versus the prior year.

Circulation most valued by advertisers -- individually paid copies -- were down only 1.3% daily and 2.8% Sunday. And home delivery results were better than that.

Circulation revenues were down more than copies due to continued selective discounting. This includes extending the time period for introductory discounts and from adding days to current subscription plans, and supports our strategy to optimize circulation economics. We are starting to see smaller declines in circulation revenue in the monthly trends as well.

Going forward we will include similar information on group circulation in each quarterly earnings release in response to your request for more information on this front.

When the September ABC FAS-FAX report is released in early November, Tribune Publishing, excluding Newsday, will report total circulation down 4% daily and Sunday. Individually paid circulation will be down about 3.5%.

ABC has released the audited March results for Newsday and we’ve agreed that Newsday’s September results will not be included in FAS-FAX but will be issued when that audit is also complete.

The six-month reports for each of our other newspapers reflect trends that improved slightly in the second quarter, and much more in the third quarter as editorial innovations and better marketing took hold.

With that, I’ll turn it back to Dennis.

Dennis FitzSimons

As we begin the fourth quarter, publishing ad revenue trends in national and classified are similar to the third quarter, while retail is off some. Ratings issues at our TV stations continue to impact revenues. Fourth quarter pacing is down in the low double-digit range.

Our strong focus on costs will continue. For the full year, expenses should be flat to up slightly, despite higher costs for retirement plans, as well as newsprint.

As Don mentioned, we’ve repurchased about 10 million shares year-to-date. With the stock at its current level, we expect to continue to be active in this area.

Q&A
Steven Barlow, Prudential

Q. If you could talk a little bit about the circulation trends specifically in Baltimore and in L.A.? And then related to Newsday, what kind of pricing power do you think you have in 2006 now that you have lapped the decline in prices that you did last September?

A. On circulation results by market, we’re going to get into those when the ABC FAS FAX reports are out. I would just say at a high-level that both in Baltimore and in
Los Angeles, particularly when you focus on individually paid circulation, the trends in both markets are significantly better.

Newsday pricing, we have cycled essentially the rate reductions that occurred in the third quarter a year ago. So we are seeing on the ROP front some improvement in the revenue trends at Newsday, and we would expect that to continue.

Q. In terms of the trends, I am curious on the pricing per unit. Do you plan to have a price increase in ‘06 in Newsday and really overall in the company?

A. We’re in the midst of budgeting like most of our peers are at this juncture and continue to work on our pricing plans. I don’t think Newsday has decided overall on exactly what they will do. As always, those rate decisions will vary by category as well.

Alexia Quadrani, Bear Stearns

Q. With regard to circulation, do you expect to continue the rate of discounting going forward now that you have seen some improvement in circulation?

A. We are working to manage our overall circulation economics, which includes looking at discounts relative to the cost of acquiring new subscribers. We do think it is smart to continue discounting as opposed to run the risk of losing subscribers over a price increase and then incur more costs to acquire a new subscriber. So yes, discounting will continue, but we also believe the circulation revenue decline is narrowing and that that will continue as well.

Q. You had mentioned that you expect to be active in the share buyback program in the fourth quarter. Is that a change from like you said just a couple of weeks ago in your conference call given that you have to increase your average because of the IRS deal?

You had suggested before that you were going to be less active I guess given the new leverage, but are you now going to be a bit more active, or is this pretty much consistent and will you be opportunistic?

A. Actually I think we will be consistent with what we suggested on our call on September 27.

Q. Could you give us the preprint growth for Los Angeles for the quarter?

A. We said it was up mid-single digits.

John Janedis, Bank of America

Q. Just on the TV segment, I think in the past you have spoken about some of the movie money moving to network. Has that continued over the past few months, and it is only for the fourth quarter?

A. Actually movies look positive right now, particularly in periods 10 and 11. In terms of the number of releases we are seeing right now, it is projected that there will be 60 releases in the fourth quarter versus 39 last year. So this appears to be a positive category at least in the pacing we’re seeing so far.

Q. Does that mean the declines for the fourth quarter then are really driven by the rating declines as opposed to specific categories that are additionally falling apart?

A. In TV we are seeing some weakness in the automotive category and in the fast food category. I think what we have is some weak markets. We are cycling through to some degree in the top three markets where LPMs have now been a factor for a full year. But it is a combination of some rating weakness in access time periods with the LPMs being less friendly to younger skewing stations and then some weakness in key categories for us.

Automotive is important for everybody. It is less -- probably about 18%-19% of our business -- compared to some of the affiliate stations which are in the 30% range. And we would expect and hope, as we look at some of our markets for ‘06 where there will be significant political activity, that we will see some tightening of the market.

Right now it is a buyer’s market. But those of us who have been around for a long time and have seen it go the other way, we would hope in ‘06 that we will see some of these categories come back, as well as political and Olympics tightening things up a little bit.

Q. On the auto side, are you seeing much of a difference between domestic and foreign?

A. Foreign is a little bit better.

Lauren Fine, Merrill Lynch

Q. For the quarter you provided what newspaper ad revenues looked like with and without Newsday, and I’m wondering if you could give that same comparison for September and any of the classified breakdowns for September as well? I’m trying to understand how much Newsday did or did not improve in September.

A. I don’t have the exact figure, but Newsday had a reasonably good September. So the spread in revenue growth for the group with and without Newsday was pretty close in the month of September.

And then in September, in terms of classified by category, auto was down 2%, help-wanted was up 24%, and real estate 28%. So total classified was up 13% in September.

Q. On the TV station side, given the pacings decline that you are looking at in the fourth quarter, thinking about what’s going on with WB overall, and speculation in the market regarding Time Warner’s attitude towards their ownership of the WB network, have you given any real thought to how important that relationship is or is not to you prospectively? Also where you are in your affiliation agreement, which I believe had originally been due to expire this year but you had a one-year extension?

A. I think WB will continue to be important for us as a source of primetime programming. It represents about 17% of our total revenues. So we continue to value that relationship. We will be in discussions in October with Warner Bros. on the affiliation renewal. They have indicated to us they are more interested in doing a long-term deal, certainly more than one year, and we are interested in the same thing. So those conversations will heat up again next week, and we will look to get something done.

Was there another piece of that question regarding their attitude towards the network?

Q. Well, there has just been speculation in the market as there always is regarding Time Warner’s desire to continue to own the WB Network. And obviously that raises questions for you all. I mean, you have had the same question in the past about what you would do in the event that they were to put that up for sale.

A. First of all, what we are hearing from them is a little bit different than the rumors that go around the Street periodically. Sometimes I wonder if they are fueled by UPN going back to the early days of the network. Warner has indicated to us that the network continues to be strategically important for them. Obviously, like everybody else in the media space, they want to limit losses as much as they possibly can, and we will work together with them to try to help them accomplish that goal. It is still strategically important. It represents a significant part of their television studio output. So we believe it still is important, and we certainly agree that it is important for our group.

Q. And could you maybe just update us on your relationship with them from a funding perspective? I know in the release you indicated you no longer had to book losses given that you have written down the book value, but I’m wondering where you are on the cash funding?

A. There are really two components. One is a reverse compensation, which is an agreed on payment every year that is part of the affiliation agreement, and then we do fund a certain percentage of losses. Our ownership percentage as you know is 22.5%.

Q. But where are you year-to-date in terms of any remaining obligation you might have this year?

A. Well, we are capped as far as our funding of losses right now. That is part of the overall affiliation renewal agreement.

Brian Shipman, UBS

Q. I just wanted to clarify one thing you mentioned. You said that classified in the fourth quarter was pacing comparable to the third-quarter results, yet September was up very strong. Classified was up very strong in September, 13%, on an easy comparison. So is fourth-quarter pacing more similar to July and August in that 4 to 6% range?

A. That comment was applied to the quarter as a whole, which is more in the 5% range. I mentioned that more in the year-over-year comparisons benefited in period nine versus the hurricane period a year ago. That benefit impacted the classified category the most. So the pop in classified in period nine was partially the year later impact of normal revenue versus hurricane a year ago.

Douglas Arthur, Morgan Stanley

Q. I guess just in that vein, your retail rebounded a little bit in September, and you’re saying it is off to a weak start in the fourth quarter. So I’m asking for a little elaboration on that. How weak is it? Do you see that continuing in November and December, and where is it coming from?

A. Well, what we see overall in retail is concentration of spending around the key promotion period. So back-to-school was reasonably strong.

Now we’re in the lull period in early October, and frankly it remains to be seen how strong the holiday season retail advertising is. Retailers are putting their money where they think it will have most value for them, so you’re seeing somewhat bigger seasonal swings than you had in prior years.

And where the weakness is, it is hard to pinpoint. It is different by market and also different by category within retail. It’s a mixed picture, which is I think what you are hearing from others in the industry as well.

Q. So I guess following that logic, you would hope to see some strength then as you get closer to Thanksgiving, post-Thanksgiving period?

A. We would hope to, but again you just don’t have great visibility a couple of months out on that. We’re hearing again a mixed picture on the retail front.

William Bird, Citigroup

Q. I was wondering on newspapers how aggressively do you plan to manage down other circulation? Could you put any numbers to it? And do you expect Local People Meter launches in D.C., Philly, Dallas and Atlanta to press your ratings to the same degree as in your top three markets?

A. Well, on other paid circulation, for us it is under 5% of total circulation, both daily and Sunday, which is a low proportion compared to many of our major market peers. It is down in the most recent ABC period overall for our markets. There is value in other paid, and we are managing that market-by-market to the value that is there. But overall we are putting our emphasis, as I said, on home delivery and single copy, and that is where are our trends have improved significantly.

On the second part of your question, we are seeing somewhat similar trends in the other LPM markets. It once again is a situation where the active participation required by LPMs seems to undercount the younger viewers and that disproportionately impacts our stations.

Paul Ginocchio, Deutsche Bank

Q. Obviously there’s some asset sales going on in the market on the TV side for some pretty high multiples. I just wonder how you think about those prices being achieved in the market for other TV stations being sold into duopolies and sort of maybe the value gap the market is giving you for your WB stations?

A. Well, I think what you are seeing is the premiums being paid in many instances to establish a duopoly, and there is value created through elimination of expense, and we think that kind of consolidation is going to continue. And as we look at our portfolio, whether we can benefit ourselves by trading on a tax efficient basis to establish duopoly positions, we will do that if that is going to benefit our shareholders.

Q. So you will sell assets to duopolies, or do you want to buy into duopolies?

A. We would go either way or trade a single station in one market to establish duopoly position in another. Whether that would be an even up kind of trade or two stations for one, however it worked. But I do think you’re going to see more and more of this as the consolidation in the industry increases. But it is not unlike what you saw in cable and radio where people would trade to rationalize their portfolios, create regional clusters. I think you will see the same thing in the TV space. I think that is part of what you are seeing, not only purchases but trades.

Peter Appert, Goldman Sachs

Q. Could you help us understand better what the cost dynamics in ‘06 might look like as you cycle through some of the cost cuts you have implemented over the last 18 months?

A. We are still working on our budgeting for 2006, so we will be getting budgets back from each of our business units over the next month or so. But we are going to continue to have a very strong focus on our controls and our costs going forward. We are not expecting any type of significant increase. I think that it will be relatively low on our costs going forward into 2006.

Q. How about thinking about it this way, then. Can you just remind me in terms of the major cuts in terms of headcount reduction again in September ‘04, correct? And then can you just remind me of the timing of the further cuts that came after that?

A. We had some in September ‘04, and we have had some that have been ongoing, but relatively small, that our business units have looked at and come up with. But those were the major ones.

Q. Can you provide any further insights on Pat’s departure, and specifically what were the points of difference in terms of strategy or focus that led to the decision to separate?

A. I don’t know that it would be appropriate. We just came to a decision that change would be a positive. Pat is a good person, a good executive and we wish him well. I don’t think it would be appropriate to comment beyond that.

I would say just one thing on your question regarding cuts. In broadcasting the arrangements that we have gone into in Philadelphia and San Diego, probably represent about 2% of FTEs on the broadcast side. Then the Newsday cut most recently. We are reducing 45 positions in the New York City newsroom. These are just a small piece of what has been done across the group. But a lot more has been done, the attrition and the other things across both broadcast and newspaper group.

Craig Huber, Lehman Brothers

Q. I just wanted to thank you for putting all this circulation volume data in the press release and also in your discussions. It is good to actually get the data ahead of time. I appreciate that.

My other question has to do with margins. It looks like your 21.6% EBITDA margins in newspapers was the lowest Tribune had in that division since before 1995, if you exclude the 9/11 impact of the 2001 third quarter, and it is somewhat similar on the TV side. The margin there looks like it was the lowest since before 1997. I just wondered when I look at your company and your peers just given the mass of talk that has gone over the last four to five years, it says something here about taking out editorial staff, you’re getting into some pretty serious muscle here. I mean, is there really that much more cost-cutting you can do in those two divisions to help offset these margins that are at 8, 10-plus year lows?

A. Well, let me talk about publishing margins. First of all, in the third quarter, you essentially had a phenomenon where revenues are flat with the decline in circulation revenue and some growth, and not great growth, in advertising. And where all of the cost increase was newsprint prices and non-cash pension costs. So we are in the midst of a period were those two costs are going up at large rates. We think those increases will moderate over time. And in terms of our ability to run more efficiently, we continue to identify opportunities to do just that. We are looking at that newspaper by newspaper, and where we see the smart opportunities to become more efficient, we take advantage of it. That is a fundamental ongoing discipline, and we are committed to continuing it going forward. And so we think with relatively modest revenue growth, we can see some margin improvement over time.

Q. What was your actual non-newsprint cash cost? You mentioned cost was up 1%.

A. Non-newsprint cash cost was up 1.6% in the third quarter, and again almost all of that was the increase in non-cash pension cost. That essentially gets counted as cash even though we are making no cash payment into the pension plan.

Q. Are you guys saying though if times don’t get any better whether revenues are slightly down or slightly up, do you have anything else that you can cut without cutting into some serious muscle here? I guess that is my question after four to five years of cost cutting. You guys and also your peers have been very tight on cost.

A. We believe there are continued smart cost reductions that we can take, yes.

Q. Is that also true switching over to the other segment on the TV side? That there is still significant cost you could take out there if trends don’t improve?

A. The TV side is more a function of programming costs, and the margin situation is a revenue issue, and the declining revenue in this soft ad environment has made it very difficult. And we were operating at a 42 margin, which was a high watermark for us. So we need to get out of the buyer’s market that we happen to be in right now and things, we would hope, would improve.

Q. You had a great quarter in your entertainment line with the Cubs. Obviously the Cubs are not playing for all 12 months, but can you give us a little hint over the next few quarters what you expect in the entertainment line for revenues and cost? I mean these are very powerful numbers there.

A. We had two things going on there. One was that Tribune Entertainment was producing less shows, but the Cubs certainly had a very good revenue year. Attendance was very strong. Ticket prices were up. We would expect next year for the Cubs to be another good year. We are putting an addition on Wrigley Field that will add close to 2000 seats, and we also received increased revenues from the rooftops across the street this year from a settlement that was reached. So there are some real positives with the Cubs, and we would expect those to continue next year.

I might just mention that there is a swing in Cubs games. We will have about five fewer in the fourth quarter of this year versus last year. The third quarter had four additional games so that swung the profitability of the Cubs in the third quarter.

Michael Kupinski, A.G. Edwards

Q. I know that you are in the midst of budgets, but do you have a general preliminary goal for circulation next year? And then in L.A., national seems to still be lagging. Has the return of General Motors advertising in L.A. Times boosted the numbers at all?

And then finally in L.A. I understand that there might be further rate discounting and may even be some issues with Advo’s advertising anchor, Albertson’s given the potential restructuring at that company. I was wondering has there been any changes in the competitive landscape in L.A. with Advo?

A. As we have said, we’re focused on individually paid circulation in our core newspaper market, and our overall objective there is to stabilize individually paid circulation. We have made really significant progress over the last couple of quarters. We expect to make more progress in the fourth quarter, and our goal is in general stability. Whether that is up or down a little, it will vary by market, but that is our goal.

Your third question related to Advo, and then I will come back to your second one. It is a very competitive market in L.A., but we continue to like our market position relative to Advo with our blend of in paper and mail distribution tied in with the Value Network we have created with other newspapers. I said our revenue growth in the third quarter there was mid-single digits in preprint. There is not a lot of pricing activity in that market upwards, but our prices are essentially stable, and we are growing volume a little bit. We continue to believe we’re advantaged over the long-term.

General Motors is back. It has helped some, but General Motors in total is not advertising as much now as they did earlier in the year. So it is a more modest net benefit at the present time. Where General Motors and the domestic manufacturers are going in terms of ad spending is an interesting question. They have scaled back some, but what we are hearing is they are not selling as many units as they would like. So there is an open question whether they need to return to more aggressive promotion.

And overall national is somewhat of a mixed bag in L.A. But as Dennis said earlier, we’re seeing some lift in the fourth quarter in the movie category due to more movie releases. Plus, they are buying more color advertising in the Times.

Q. And I was just wondering -- you may have said this -- but did you break out the newsprint prices in the quarter? How much where they up, and what the consumption was down to account for the 5% increase in cost?

A. That is a tricky calculation because of our conversion to lightweight newsprint where essentially tons are down a lot, but the price per ton actually goes up for lightweight newsprint. A key way to think of it, though, is the newsprint price per page on lightweight is about 2% less then normal weight. So off-line we will give you a calculation, but it has got to be a blend of lightweight and normal weight newsprint, and it’s just a complicated calculation.

The key is newsprint expense was only up 5% for the quarter where market prices for newsprint were up like 9%. Maybe a little more.

Q. And do you have any thoughts about how that looks going into the fourth quarter?

A. Again, there was a price increase announced. It looks like it has taken hold. We will have a meaningful price increase to work against, but we continue to manage consumption, including through the conversion to lightweight that is essentially complete. We will get about 2% benefit in the fourth quarter versus a year ago from the lightweight conversion.

Fred Searby, J.P. Morgan

Q. Where do we stand if we drill down on Newsday? I know the auto dealers -- you set up a fraud reserve -- have you exhausted that? When will you reverse that? So if you could give us some update on the litigation that ensued the circulation fraud at Newsday? And then where do we stand also in terms of market share, in terms of inserts in your Long Island market? Some of those businesses, it sounds like it is heavily competitive. And then you talked about buying back shares. Are you done with the discussions with the ratings agencies and you see yourself in the short-term moving back and aggressively buying back shares as you were earlier in the year before that abatement?

A. Well, as Dennis said, overall we are making excellent progress on resolving the ad settlements at Newsday. On the auto dealer front, there is some meaningful progress there as well, but it is not to the point where anything is official yet. We are not resolved the suit, but what we are seeing is there is not a lot of interest on the part of some of those dealers in aggressively pursuing that litigation.

Q. But where do we stand on the reserve you set up for that fraud. Have you reversed that?

A. We have the $90 million reserve which we continue to believe is adequate, and until there is clear resolution on some of these parts, we’re not going to change that reserve.

Q. And then the issue on inserts with Harold Matzner and some of the other chatter in the market, can you update us there?

A. Well, as I mentioned, preprint revenues are down at Newsday. There are a couple of reasons for that.

First is the decline in circulation. And second, is competition from a former preprint sales agent that we terminated essentially for what we determined was unethical behavior. We are working to get back to customers who left us and believe that our newsprint preprint sales and distribution capabilities remain advantaged for the longer-term. But New York and Long Island, like L.A., is a very competitive preprint market, and we are working through it to our best advantage. But we did conclude we had to terminate the company-owned by Harold Matzner for what we deemed was unethical behavior.

Q. So do you see yourself winning back that business?

A. We’re working on it. We’re not going to offer any predictions, but we are working hard to do so.

Q. What is the update on your discussions with the ratings agencies? You had mentioned that was an impediment in the near-term to you getting more aggressive with the levers on the share buyback. I wonder if you could update us on the point.

A. Let me just give you one more specific on the Newsday situation. $75 million of that $90 million is now accounted for. 34,000 agreements have been signed with advertisers. So there are a few that continue to be out there, including the car dealers, but we really made good progress there, and we are hoping to wrap that up completely in the near future.

In terms of our discussions with the ratings agencies, you may have seen that Fitch downgraded us from a mid-A to an A-. We have had discussions with Standard & Poor’s, S&P, and we have not heard back from them as to what they are going to do with our rating.

In terms of share ,repurchases we have repurchased about $365 million worth of shares year-to-date. We had planned to do about $500 million worth of share repurchases this year, and what we have said is that we’re going to scale back from that $500 million. But we are still going to be repurchasing shares in the fourth quarter, but not to the extent that we had originally planned.

Q. And I assume that is due to Matthew Bender. But is there any thought on divesting assets here in order to get more aggressive? I mean are you looking at your portfolio mix? Is there any radical rethink given the challenging environment and some of the underperforming assets you have?

A. That is something we continually do in terms of evaluating our portfolio. We are very focused on steps that we can take to improve shareholder value, and certainly those factors improve operating results, making sure we have the right mix of assets. And what we consider certainly is the strategic fit, what is the public and private market evaluation and also maximizing returns on an after-tax basis.

So it would not make a lot of sense for us to get specific right now, but believe me, we’re looking at the portfolio and looking at everything that we can do to improve shareholder value.

Lee Westerfield, Harris Nesbitt

Q. I just wanted to get a better understanding of some of the cost items involved in both television and in the radio and entertainment line. The costs, particularly on the radio and entertainment, were down by $10 million, and I’m trying to get some better understanding there. Is that Sammy Sosa? Was that diminished production expenses at Tribune Entertainment? That is a handsome number, and how would that be trending over the next two or three quarters, please?

And then on television, you mentioned that the costs were up partly due to Katrina, $2 million, and otherwise it looks like a normal 3% run-rate of growth. And I was wondering if you could add some color as to what kind of program the syndication expenses in terms of growth or levels over the next two to three quarters we can expect there?

A. On the entertainment line, you’re right. The expenses are down for two reasons. Lower player salaries at the Cubs and entertainment was not producing as many shows, so those were the reasons for that number coming down.

On the programming side on TV, we’re looking at Sex and the City, so we have got accelerated amortization on that. Also, My Wife and Kids, which is premiering this September. There is also a slight increase on reverse compensation with the WB. So those three factors will continue, offset somewhat by we are getting further down in the runs with Friends and Raymond and those shows that have been with us for awhile.

Q. The accelerated amortization on Sex and the City would obviously hit an anniversary towards the end of this broadcast season. So about 12 months from now you would be in a position to have potentially political advertising growth and diminished expenses on that, at least that particular piece of programming?

A. Yes.

Jim Goss, Barrington Research

Q. First, related to your tiered access experience in Chicago, I’m wondering have you seen signs that it has been successful and it is pointing to a potential to monetize your Internet experience through creating a better economic model? And has it done enough that you would want to extend that experience to other markets?

Secondly, specifically with the rebranding of Marshall Fields through Macy’s in Chicago, I’m wondering what you expect the impact on your retail revenues to be from that event? And thirdly, and maybe this is too small to get much into, but the decision to make RedEye totally free. What are you seeing in terms of readership and advertising impact?

A. So our Subscriber Advantage program in Chicago, where subscribers either blend of print/online or online subscribers get access to more content than our other Internet users, we continue to be very encouraged by the results. What we are seeing is that audience overall for chicagotribune.com continues to grow. Page views are up significantly, and also subscriber churn overall in Chicago is down. So we are seeing benefits there. It is still too early, though, to decide in a broader context whether we want to roll that out further.

In terms of rebranding of Marshall Fields as Macy’s here in Chicago, it is still early to tell how that is likely to play out. Certainly you have got the broader Federated context where it is likely as they have said that over time they will move some money to more national advertising than they do from local. But if you look at the rebranding here in Chicago, they are going to need to promote Macy’s in Chicago to a whole bunch of people that are very skeptical about that name change, and we can actually see some upside next year.

On the RedEye front, essentially what we concluded was the audience is really good. Only a small portion of that was willing to pay, and that the readership, revenue and profitability of RedEye will be better as a free publication than a partially paid publication.

Q. And one related item to the Subscriber Advantage program, are you going to have an Internet only option at a certain price, sort of like Dow Jones does for the Wall Street Journal Online?

A. There is an Internet only price for Subscriber Advantage in Chicago. So we’re testing that model.

Jackie Thomas, Thomas Weisel Partners

Q. I noticed that auto classifieds have been improving and was wondering if you could give any details there. I was also wondering if you could give us the online growth for September?

A. On auto classified, we still see that as a pretty challenged category, and the improvement in period nine again was Florida hurricane related year-over-year comparison primarily. And online revenue growth continued at a very healthy rate in September. Very consistent with the year so far, and we would project that in the 4th quarter.

Q. Do you have any specifics -- metrics?

A. We typically don’t break that out. That is reported as part of our publishing group.

Edward Atorino, Benchmark

Q. A question on equity income. Would the fourth quarter be somewhere in the $15, $20 million range given the improvement at Food Network and the other changes? Would you hazard a run-rate for ‘06 second interest expense? I believe you said $50 million for the fourth quarter. Is that net? And would that equate to sort of a $200 million rate for ‘06?

A. The interest expense, yes. That is a gross amount of $50 million, and that would probably be accurate in terms of the interest expense projected for next year.

It would be in that range, although we had lower commercial paper during the first part of this year, and we have done some fixed-rate financing, plus interest rates are up. So that run-rate on the fourth quarter probably is not a bad estimate at this point.

Q. And that is before interest income, right?

A. Correct.

And then on the equity side, we had a very strong fourth quarter last year, so the equity results may be down a touch from that. We’re going up against tough comps, and we are also planning some higher promotional expense at some of our equity holdings.

Q. You mean down from last year?

A. Correct.

Q. And ‘06 you have got a pretty good bounce I would think, no?

A. We have not projected that as of yet. But you are right, though. The Food Network continues to be very strong. They had a terrific upfront, and that is going to carry over until next year. Comcast SportsNet also continues to do very well here in Chicago.

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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.