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Fourth Quarter and Full Year 2001
Conference Call
January 30, 2002

Ruthellyn Musil, VP/Corporate Relations
Good morning, and welcome to our conference call to review 2001 fourth quarter and full year results.

As you saw in our press release, Tribune reported diluted earnings-per-share of $.21 for the fourth quarter.

For the full year, we reported diluted EPS of $.72, at the high end of the range we gave in December.

Please note that both of these results are before restructuring charges and non-operating items.

As our press release indicates, fiscal 2001 had 52 weeks, compared with 53 weeks in 2000. On a consolidated, full-year basis, the difference is not material. However, since it made a difference in the fourth quarter, we have reflected that in the business segment results in our press release. We hope you'll find this helpful.

If you have additional questions related to the extra week, I'll be happy to help you after this call is over. The same goes for detailed clarification of the impact of the new accounting rules regarding amortization of goodwill, which are effective in 2002.

Since today's release contains additional material that's usually covered by our group CFOs, our speakers today are Dennis FitzSimons, president and COO and Don Grenesko, our Chief Financial Officer. Then we'll go to questions.

As we start, I need to remind you that our discussion may include forward-looking statements which are subject to risks and uncertainties that we discuss in greater detail in our SEC filings. Future results could vary materially.

Now, here's Don…

Don Grenesko, VP/Finance & Administration
I'll start with several points related to our full year 2001 operating results.

My discussion of our results is based on the pro forma table in the press release which adjusts for a full year of Times Mirror, and excludes restructuring charges and the impact of an additional week in 2000.

EBITDA came in at just over $1.24 billion, despite the difficult economy. We generated almost $600 million of free cash flow, and our consolidated cash expenses were down 2% for the year, because of lower compensation and lower newsprint prices.

Fourth quarter earnings were a penny above Wall Street consensus. Consolidated revenues were $1.3 billion, down 9% from last year's fourth quarter. In publishing, help wanted declines remained in the 50% range, reflecting the greater impact of the recession in larger markets. In TV, revenues were down 11%. However, the sitcom "Raymond" had a strong performance in the November sweeps, which bodes well for the future. Consolidated cash expenses for the quarter were down 3%.

Now, let's move to the non-operating items for the fourth quarter.

We had a non-cash gain from marking to market our PHONES derivatives and related AOLTW shares, and we sold some of our AOL stock during the fourth quarter. We also took non-cash write-downs, to reflect the current market value of a number of our investments. The net result was a pre-tax gain of about $62 million.

Restructuring charges in the fourth quarter were just under $7 million, bringing our total for 2001 to about $152 million, consistent with our earlier guidance.

Moving to 2002, Dennis will update you on current business trends. For planning purposes, we're assuming flat revenues for 2002 with a pick-up in the 2nd half of the year.

On the cost side, our 2002 plan calls for consolidated cash operating expenses to be down 1-2% next year, and corporate expenses will fall by 12%. A lot of this is related to the cost-cutting measures we announced in November including salary cuts for senior executives and a wage freeze throughout the company.

As we said in December, our 2002 total compensation and benefit costs will decline only slightly because of a lower pension credit, higher medical costs, a full year of compensation from acquisitions and staffing at new production facilities.

However, we are continuing to look for ways to further reduce compensation expenses, and all of our business units are implementing additional cost-saving measures as the year progresses.

Which brings me to earnings guidance for 2002, which has two components:

  • Adjusting for the new accounting rule that took effect on January 1st, our annual goodwill amortization expense will be reduced from about $240 million to less than $10 million. As we've stated previously, the full year benefit to earnings per share will be about 62 cents.
  • On an operating basis:
    • Cash flow and earnings for the year should grow in the low-single digits, even with flat revenues, because of a 1-2% reduction in cash expenses.
    • If the economy recovers quickly, earnings could increase in the high-single to low double-digit range.
    • With that in mind, we're comfortable we will be within the current range of full year analysts' estimates.

Now, here's Dennis...

Dennis FitzSimons, President and Chief Operating Officer
Good morning everyone.

There's no question that given the economy, 2001 was a challenging year and we're glad it's behind us.

As you can see, the fourth quarter came in as we anticipated, with Broadcasting & Entertainment group revenues down 10%, publishing down 10% and interactive up 24%. You'll find additional details in our press release.

Here's what we're seeing in business trends as the year starts out.

In newspapers, retail and national both are a little better than Q4.

  • Retail is down in the mid-single digits.
  • National is down in the high single digits.
  • Classified overall is about the same as the fourth quarter, down in the mid-20% range.
  • Help wanted is about the same as December.
  • Auto and real estate each are up in the low single digits.

You may be wondering about Kmart, which filed for Chapter 11 bankruptcy on Tuesday:

  • They are one of our large pre-print advertisers, and spent about $35 million with Tribune newspapers in 2001.
  • Only a small amount of that is unpaid, and we are fully reserved for what they currently owe us.
  • The company has announced that it will reorganize.
  • We expect that they will stay in business--and need to advertise in our newspapers. Actually, an article in the Wall Street Journal last week speculated that Kmart's fourth quarter sales problems were due in part to their cutting preprint advertising. · Kmart is not a major advertiser on our television stations.

Which brings us to television trends...

Pacings:

  • January is down in low single digits, but 10 of 23 stations are in positive territory.
  • February is expected to be down as advertisers avoid Olympics.
  • March is already strong, considering that business has been breaking late.
  • If trends play out, first quarter would end down in the low-single digits.

As we look to the second quarter, we are hearing some positives in terms of better network sell-outs, which we hope will be the first step in improving how things will look in our local markets.

But while we can't control the economy, we have taken steps to ensure we're well positioned for 2002 and beyond

  • We have unique multi-media assets in major markets, with newspaper/TV combinations in New York, LA and Chicago.
  • We now have our sales force in place at Tribune Media Net and they generated incremental revenue in the fourth quarter of more than $30 million, even in this tough market. We are looking to double that this year.
  • We've also seen the benefits from cross-promotion and content sharing between our newspapers and TV stations. It's improved our news coverage on the television side and we've added value to CareerBuilder.

Don mentioned cost controls. We've accomplished a lot but want to do more. Controlling costs is a big part of bringing our newer newspapers to the industry-leading publishing margins you expect from us.

CareerBuilder is the backbone of our aggressive strategy to grow recruitment advertising in print and online and its working. More than 75% of our print ads are "upsold" to online, CB contracts are being bundled with print advertising, and we have given recruitment agencies a welcome alternative to Monster.

We are expecting changes in regulatory environment, which should work in our favor.

We're looking for more television acquisitions, but we'll pick our spots. They must be at the right price. We were successful building the TV group coming out of the last recession, and we're looking for similar opportunities now. As you know, we announced the sale of our three Denver radio stations for $180M, or about 17x cash flow. We'll re-deploy that cash into TV to continue to enlarge our national footprint and double-up in markets where we can. That will continue to enhance programming buying power and make us that much more attractive as a launch vehicle for programming for Tribune Entertainment and other suppliers. We will also be working in 2002 to build additional distribution for our WGN Superstation.

Now, all we need is for the economy to cooperate. So on that note, let's go to questions...

Lauren Fine, Merrill Lynch
Q: Newsprint prices were only down 7%, expected them to be down more. What was the average price paid in Q4?
A: We don't disclose actual prices. We made an adjustment for a newsprint hedge and that cost us $5M in the fourth quarter. We have rescinded our Enron contracts. In 2002, we will not have this hedge expenses. Yes, the declines should be in the double digit range.

Q. Is the newsprint hedge still in place?
A. Had about 160,000 tons hedged with Enron. We have rescinded those contracts. They were to run into 2003. Will not have any newsprint hedge expense in 2002.

Q. So, newsprint price should decline in double digit range?
A. Yes.

Q: Effective rate increases on the newspaper side, particularly in classified?
A: Stated increase in low to mid single digits, but we are working with our advertisers in Q1. In recruitment, we are holding our rates flat. In auto and real estate, the increases are in the low-to mid single digits and we're getting the rate increases.

Steve Barlow, Prudential
Q: Interest expense did not go down as much as I thought. Are there cash costs related to severance.
A: Interest expense was down 14% for the quarter, in line with what we anticipated. We're paying 1.7% in the commercial paper market on about $900M of commercial paper. More than half of the expenses associated with the reductions were from the pension fund, so we did have additional costs. There may be some costs related to severance next year. Our debt was $3.4B at end of 2001 and we expect that to drop to $3.1B by end of 2002.

Q: You had $200M in debentures that matured in October. Did you refinance that with commercial paper? Also, there was $100M puttable note in November. Was it put to you?
A: The $100M was put to us. We refinanced everything in commercial paper.

Bill Drewry, CS First Boston
Q: You touched in the release on classified trends. Can you give more specifics by market.
A: During the 1st 3 weeks of Jan., total advertising at LA and Chicago were down mid-double digits. Newsday was down in the high single digits. Newsday is doing a little better than LA and Chicago in classifieds. National is down in the mid-single digits across the board. On the retail side, Chicago is doing better that either of the coasts.

Q. In aggregate, are the other newspapers doing better than the big markets?
A. Our Florida papers are doing a little bit better than other markets.

Q: Was CareerBuilder down in the 4th Quarter?
A: Yes, on a pro forma basis, CareerBuilder was down, due mainly to the tough economy. It is important to note though, that everyone else was down. Online was down less than print. CareerBuilder's sales were strong in the 4th quarter, which will translate into a good 1st quarter. So, we are going to see healthy quarter over quarter growth.

Lee Westerfield, UBS Warburg
Q: What is the outlook coming out of NATPE for Tribune Entertainment? On WB network, what is in development for upfront? On the Denver swap-what are you looking for, a broken station or something else?
A: It was a very different NATPE, reflecting the situation in the industry right now. Tribune Entertainment is doing well and has become much more of a profit contributor for us. As we said in the release, Tribune Entertainment has the #1 and #2 weekly action hours in syndication. Tribune Entertainment just announced another action hour, "The Ultimate Adventure Company." It's a partnership with Fireworks on the international side - this is the same formula we've been using - and it involves Gale Anne Hurd, the producer of "Aliens" and "Terminator." We're excited about the new show and our station group is excited. We think that this will add to the library of hour programming that we already have. For Tribune Entertainment, we think it will be a good convention. In the fourth quarter, the WB had its first quarter of positive cash flow. "Gilmore Girls" and "Smallville" are doing really well for us. We're very encouraged with the WB and look forward to good cash flow in 2002, relative to prior years, despite the down advertising market. We're very pleased with the job Jamie Kellner, Jed Petrick and Jordan Levin are doing. The WB's last upfront was better than others due to the good demographic niche the network has. We think they're going to have a good upfront. On the Denver swap, we'll continue to look at stations in the top 30 markets. If we can pick up a broken station or duopoly situation that works for us, we will.

Bill Bird, Solomon Smith Barney
Q: In TV, what kinds of trends are you seeing in auto?
A: Auto pacing is OK-just about flat. A good trend we've seen is that GM is going toward a more local advertising strategy, giving more control to dealer associations and that will be to our benefit. Also, we see a couple of manufacturers moving to the 18-49 demographic as opposed to the 25-54 demo, that is a positive because of the demo skew that our TV stations have.

Q: Would you consider more newspaper acquisitions or are you exclusively focused on broadcasting?
A: Right now, we're looking to bring the cash flow mix closer to 50-50 so we're focused on broadcasting acquisitions. If we saw a really great newspaper opportunity, we would consider it but we're focused on growing our broadcasting business.

Q: Can you give us an update on BrassRing?
A: BrassRing has two principal businesses: the HireSystems software business, which grew strongly in 2001; and the job fair business, which was hit hard by the overall downturn of the recruitment marketplace.

Kevin Gruneich, Bear Stearns
Q: Review expectations for the equity line in 2002. Are they similar quarter to quarter?
A: We're expecting equity losses (after goodwill) to be down in $35M range from $50M in 2001.

Q: Cap Ex for 2002?
A: Cap Ex came in at $275M in 2001 and we're expecting about the same for 2002. $30M related to digital TV upgrades and the pre-print facilities in LA and CHI. For 2003, Cap Ex spending should be down in $225M range.

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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.

   
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