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Goldman Sachs Communacopia
September 30, 2003

Dennis FitzSimons, President and Chief Executive Officer
Thank you Peter, and good afternoon everyone. Joining me here today are Don Grenesko, Tribune’s Chief Financial Officer and Ruthellyn Musil, our vice president for Corporate Relations.

It’s great to be back in New York City again. I grew up here and it’s always a lot better to come back and face my friends from the neighborhood when the Cubs are in the playoffs. The Cubs play the Atlanta Braves tonight and while it has been a while since we won a World Series in Chicago, we’re pretty excited about our chances this year, with our pitching and Dusty Baker... this could be our century!

The Cubs are one of Tribune’s smaller businesses - but certainly one of our most visible. Our larger businesses come in the form of great media assets across the country - our newspapers and TV stations - and they are the real drivers of Tribune’s revenue and cash flow. I’m just glad I’m here to talk about the economics of media, not the economics of baseball.

Tribune’s business is local mass media. Our 26 television stations, 13 daily newspapers, and other media businesses will generate about $5.6 billion in revenue this year, $1.6 billion of operating cash flow, and more than $800 million in free cash flow. When you put it all together, it looks something like this...

(Roll TRB videotape)

Now, we’re here today to tell you specifically about Tribune, but because speakers at Communacopia frequently delve into bigger picture issues, let me touch briefly on the debate in Washington regarding media ownership.

Of the two sides to the debate. One side is simple: Big media is bad for democracy -- and that sounds logical. But like so many superficially plausible arguments, it doesn’t stand up to scrutiny. This is especially true if one sector of the media industry is allowed to consolidate, like cable, and others -- like over the air TV -- are not.

The other side of the debate, led by FCC Chairman Powell, reflects a more "free market" position, and in our opinion, a firmer grasp of the complexities of today’s media landscape.

Today’s media environment is more robust and diverse than ever before. And if you take the long view of how the various media have evolved, the pattern is consistent: It’s a continuing cycle of expansion, fragmentation, and consolidation, with technology and regulation being the catalysts for all three.

  • Take the early 1900’s here in New York. Joseph Pulitzer and William Randolph Hearst -- competed in a media landscape that featured only newspapers. Pulitzer reached New York from his newspaper base in St. Louis, Hearst from San Francisco. Each used his newspapers to push his own political agenda. Hearst expanded his newspaper chain to the point that he used it to mount a presidential campaign. At the time, some said that was bad for democracy.
  • In the ’30’s and ’40’s, AM radio grew tremendously, dominated by three or four networks. Radio competed with newspapers for audience share and ad revenue. Later, the advent of the evening news on television fragmented the newspaper audience even further. The newspaper industry went through a period of consolidation and many papers either shut down or were gobbled up by stronger competitors. (Those of us who grew up here in New York remember The Herald Tribune, Journal American, Daily Mirror, and others that shut down.)
  • Then in the ’60’s, with AM radio dominant, explosive growth of the technologically superior FM signals fragmented radio audiences. Over time there were too many stations and not enough advertiser demand. Radio was a slow-growth business until consolidation enabled by deregulation created the healthy industry we had in the ’90’s.
  • Over-the-air television fragmented audiences for all media in the ’60s, and became the dominant medium for news, information and entertainment. But during its alleged "golden age" in the ’60’s and ’70’s, it was controlled by just three networks -- which garnered more than 90 percent of prime time audience share. Then independent television got stronger. Then cable penetration increased and subscriber fees enabled more networks.
  • Finally, in the late ’80’s and early ’90’s, with the expansion of cable, DBS -- and now the rise of the Internet, media audiences have fragmented still further.

Now, my point in reviewing this brief history is that consumers have never been better served and have never had more choice. The "golden age of media" that regulators seem to remember nostalgically, if not accurately, was characterized by fewer voices dominating the media than exist today.

But our view is this -- the media cycle of expansion, fragmentation and consolidation is needed if a level playing field for media competition that benefits American consumers is going to continue. So, both the public and companies in the media sector will be better served by a quick resolution to the controversy surrounding the FCC’s revised ownership rules. What our industry needs now is clarity, not further delay -- just establish the rules and let us compete!

Now, that’s the big picture. With that as a jumping off point, I want to focus on what sets Tribune apart in the media industry -- something we’ve called "National reach and local touch." It’s a combination of scale on the national level and localism in our individual markets that gives us an advantage in serving our customers growing revenue and controlling costs.

So let’s start by talking about scale. While we’re not as big as some of the other companies presenting here today, Tribune’s media businesses in the aggregate reach 80% of U.S. consumers with a significant concentration in the top markets. That’s an advantage in today’s crowded media marketplace.

Our scale pays off in a number of ways...

  • It provides opportunities to offer viewers and readers broader and deeper news coverage.
  • In television it gives us access to the best syndicated and off-net programming;
  • And for clients, we can offer customized advertising solutions both nationally and locally.

In this era of shrinking audience shares, different media companies compete in different ways, but with a similar overall goal; reaggregating audience share. And that's accomplished by consolidating outlets in a single medium, operating multiple media in the same market or across a number of markets, or by vertically integrating and controlling both content production and distribution.

We’ve used all these methods. We’ve consolidated nationally in television, adding 20 stations since 1992, and in newspapers, acquiring the seven Times Mirror newspapers in 2000. We’ve also grown locally within our markets -- we’re the only media company with television stations, newspapers and web sites in New York, Los Angeles, and Chicago. And we are vertically integrated: Tribune Entertainment creates and distributes syndicated programming that airs on our stations, and of course, we do have the Cubs, which provide hundreds of hours of programming for WGN-TV and Radio locally, and for our Superstation nationally.

All of these moves are designed improve our competitive position and serve consumers better. Growing media companies are acquiring complimentary businesses, launching new products, or expanding existing ones in an attempt add new viewers and readers.

Looking specifically at newspapers, Tribune is the nation’s second largest newspaper group in terms of revenue.

Our larger national footprint has improved our position with big retailers, who have gone through their own period of consolidation. These advertisers are looking for broad reach but also want to target specific demos within an individual market. We can do both.

Targeting is what’s behind the investments we’ve made in improving our preprint capability at the L. A. Times and the Chicago Tribune. It’s also the rationale for the Chicago launch of our 18 to 34 tabloid, RedEye. Our acquisition of Chicago Magazine and the recent expansion of our Spanish-language daily Hoy, from here in New York to Chicago is part of this strategy, too. One size doesn’t necessarily fit all readers. And that’s also why we invested in am/NewYork, a daily tabloid aimed at young commuters here in Manhattan.

Over the years, many in the media industry have expressed concern about readership trends, especially among 18 to 34 year olds. Today, with products like RedEye, Hoy and am/NewYork, we’re addressing that issue. We’ve been successful in targeting younger demos in broadcasting, and we’re now using some of those techniques to energize our newspapers.

Speaking of broadcasting, scale is also important in this sector, where the bulk of our cash flow comes from local television. We’re the largest station group not owned by a network, and we’re concentrated in the major markets. We cover 40% of US television households, making us the fifth-largest group in terms of overall reach. (For FCC purposes, with the UHF discount, our reach is 30%, so regardless of how the ownership cap issue is resolved, we have plenty of room to grow.)

Our scale is an advantage for our stations in accessing the best off-network programming available. Shows like "Friends," "Will and Grace," and "Everybody Loves Raymond" have generated great ratings during early and late-fringe time periods, which account for a significant part of our overall television revenue.

Our latest acquisition, HBO’s Emmy award-winning "Sex and the City," is the most recent example of how our size and market position give us an advantage. When HBO decided to take its first series into broadcast syndication, Tribune made the most sense as a station partner. We think it will be a winner for us, because it’s aired only on HBO and been available to less than one-third of the country. For everybody else, it’s a terrific new program with built-in name recognition. (Of course -- as you might imagine -- the content has been edited to make it more suitable for broadcast.)

Our major market footprint also is one of the reasons Warner Brothers approached Tribune when it was looking for a partner for The WB in 1995. Eight years later, we couldn’t be happier with the way that partnership has worked out. We get quality first-run programming on our stations squarely aimed at the young demographic most sought after by advertisers. Warner Brothers gets shelf space for the programming it produces, and the network gets a powerful distribution arm.

In fact, Tribune’s contribution to the WB has been big, as our station group delivers more than 50 percent of The WB’s national audience. Overall, last season the network achieved its highest-ever ratings for men, women, and adults 18 to 34 and 18 to 49. And in New York, Los Angeles and Chicago, Tribune stations often double the network’s national ratings.

And the network continues making incredible progress -- earlier this spring, The WB exceeded $710 million in sales in the upfront advertising market and saw a CPM increase of more than 20 percent. That’s remarkable when you compare that total to the other network that started back in the mid-’90’s, UPN, which did only about $250 million in the upfront.

Our partnership with the WB is just one example of how national scale allows us to manage costs for the broadcast group. Add in advantages in negotiating for syndicated shows, and the ability to launch or expand local news operations and you have the reasons why the revenue growth and cash flow margins at our stations have improved dramatically. In fact, our station group margins are now over 40%.

Combine the advantages of national scale with our focus on localism, and it makes Tribune an even stronger competitor.

Local news is a lynchpin in this strategy and along with a strong network affiliation, is what distinguishes our stations in a sea of basic cable channels.

Morning news has become an increasingly important revenue generator for us. In Chicago, our morning news program on WGN consistently beats NBC’s "Today Show," CBS’s "Morning News," -- and the much discussed cable news morning offerings on CNN and Fox News Channel aren’t even close.

Here in New York we recently expanded our successful morning news operation. The WB11 morning news soundly beats CBS and is very competitive with ABC, NBC and Fox which have all been airing news in the time period for many years.

Together, our stations produce over 200 hours of local news programming each week.

Our national scale helps make those local news programs better. Our Washington News Bureau has been a big plus -- especially for our smaller stations. It produced more than 700 live shots for our stations from the Middle East during the war in Iraq. The bureau also coordinated live access to newspaper reporters from the L.A. Times and Chicago Tribune from the front. Our smaller stations like San Diego or Indianapolis could never afford to send their own reporters overseas.

Part of our success is based on being deeply involved in the local community -- to know it inside and out -- and to give local management the autonomy to make decisions based on that knowledge.

We don’t dictate the editorial policy or content of our newspapers or television stations from Chicago. It doesn’t work. What does work is editorial independence and an individual, local voice. It showed in this year’s Pulitzer Prize competition. Tribune newspapers won five awards -- more than any other media company.

And that is our advantage -- our local advantage -- mass media businesses in the country’s major markets. The best newspaper brands and strong local television stations provide an excellent platform for growth and give us an edge over our competitors.

So, let me wrap up by reminding you why you should own our stock, or hopefully more of it if you already have a position. (We wouldn’t feel right if we left today without making a pitch!!)

First, Tribune converts about 50% of its operating cash flow into free cash flow. This is a higher percentage than many other media and entertainment businesses thanks to modest capital expenditures and an overall conservative debt level. In fact our debt to EBITDA ratio should be at a low level of 1.4x by the end of the year.

Next -- as Peter Appert has noted -- we are positioned well for an up-turn in the advertising cycle. This is especially true in the help wanted category, where print and on-line revenues are down more than 50% from their peak in 2000. When job creation returns and this category rebounds, we expect to build on our strong share. Print will most certainly come back, and CareerBuilder, our on-line bet, is gaining momentum.

Last but not least, TV should have an excellent year in 2004. We expect strong ratings from our established sitcom lineup, lower programming costs and political advertising that will help to tighten inventory in our markets. Other good news is that losses from The WB are behind us, and our 31% interest in the TV Food Network is now a positive on our equity line.

For these reasons -- and many others that I touched on earlier -- Tribune’s valuation is particularly compelling right now. Historically, we’ve seen a premium multiple on TRB, as investors valued our TV cash flow at multiples in line with pure play TV companies. But after strong out-performance in the past two years and through the first half of 2003, we think our stock at today's price is a great value. In fact, our host today, Peter Appert, upgraded TRB a couple of weeks ago.

Things look good going forward. We have great media businesses in the nation’s major markets. Combining scale and localism has worked for us and we’ll continue to make it work for our investors.

Thank you, and we’re happy to take your questions.

:: :: ::

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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