UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

Commission file number 1-8572

TRIBUNE COMPANY

(Exact name of registrant as specified in its charter)

Delaware

 

36-1880355

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer Identification No.)

435 North Michigan Avenue
Chicago, Illinois

 

60611

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (312) 222-9100
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

 

 

 

Name of each exchange on
which registered

Common Stock ($.01 par value)
Preferred Share Purchase Rights

}

 

{

New York Stock Exchange
Chicago Stock Exchange

2% Exchangeable Subordinated Debentures Due 2029

 

New York Stock Exchange

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x   No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o   No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one):

Large Accelerated Filer x   Accelerated Filer o   Non-Accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).
Yes 
o   No x

Aggregate market value of the Company’s voting and non-voting common equity held by non-affiliates on June 23, 2006, based upon the closing price of the Company’s Common Stock as reported on the New York Stock Exchange Composite Transactions list for such date: approximately $6,998,000,000.

At February 16, 2007, there were 240,197,343 shares outstanding of the Company’s Common Stock ($.01 par value per share), excluding 60,683,388 shares held by subsidiaries of the Company (see Note 15 to the Company’s Consolidated Financial Statements).

The following document is incorporated by reference, in part:

Definitive Proxy Statement for the registrant’s May 9, 2007 Annual Meeting of Shareholders (Part III, to the extent described therein).

 




INDEX TO TRIBUNE COMPANY
2006 FORM 10-K

Item No.

 

 

 

Page

 

 

 

PART I

 

 

 

 

 

1.

 

Business

 

 

1

 

 

 

 

Significant Events

 

 

1

 

 

 

 

Business Segments

 

 

4

 

 

 

 

Publishing

 

 

6

 

 

 

 

Broadcasting and Entertainment

 

 

11

 

 

 

 

Investments

 

 

16

 

 

 

 

Non-Operating Items

 

 

17

 

 

 

 

Governmental Regulation

 

 

17

 

 

 

 

Employees

 

 

19

 

 

 

 

Executive Officers of the Company

 

 

19

 

 

 

 

Available Information

 

 

20

 

 

1A.

 

Risk Factors

 

 

21

 

 

1B.

 

Unresolved Staff Comments

 

 

24

 

 

2.

 

Properties

 

 

25

 

 

3.

 

Legal Proceedings

 

 

26

 

 

4.

 

Submission of Matters to a Vote of Security Holders

 

 

29

 

 

 

 

PART II

 

 

 

 

 

5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 

 

 

30

 

 

6.

 

Selected Financial Data

 

 

31

 

 

7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

32

 

 

7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

 

61

 

 

8.

 

Financial Statements and Supplementary Data

 

 

65

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

66

 

 

 

 

Management’s Responsibility for Financial Statements and Management’s Report on Internal Control Over Financial Reporting

 

 

68

 

 

 

 

Consolidated Statements of Income for each of the three fiscal years in the period ended Dec. 31, 2006

 

 

69

 

 

 

 

Consolidated Balance Sheets at Dec. 31, 2006 and Dec. 25, 2005

 

 

71

 

 

 

 

Consolidated Statements of Shareholders’ Equity for each of the three fiscal years in the period ended Dec. 31, 2006

 

 

74

 

 

 

 

Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended Dec. 31, 2006    

 

 

76

 

 

 

 

Notes to Consolidated Financial Statements

 

 

 

 

 

 

 

Note 1: Summary of Significant Accounting Policies

 

 

77

 

 

 

 

Note 2: Changes in Operations and Non-Operating Items

 

 

85

 

 

 

 

Note 3: Discontinued Operations and Assets Held for Sale

 

 

89

 

 

 

 

Note 4: Newsday and Hoy, New York Charge

 

 

91

 

 

 

 

Note 5: Inventories

 

 

92

 

 

 

 

Note 6: Goodwill and Other Intangible Assets

 

 

93

 

 

 

 

Note 7: TMCT and TMCT II

 

 

95

 

 

 

 

Note 8: Investments

 

 

98

 

 

 

 

Note 9: Debt

 

 

99

 

 

 

 

Note 10: Contracts Payable for Broadcast Rights

 

 

102

 

 

 

 

Note 11: Fair Value of Financial Instruments

 

 

102

 

 

 

 

Note 12: Commitments and Contingencies

 

 

102

 

 

 

 

Note 13: Income Taxes

 

 

103

 

 

 

 

Note 14: Pension and Other Postretirement Benefits

 

 

107

 

 




 

 

PART II (continued)

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (continued)

 

 

 

 

 

 

 

Note 15: Capital Stock and Share Purchase Rights Plan

 

 

112

 

 

 

 

Note 16: Incentive Compensation and Stock Plans

 

 

113

 

 

 

 

Note 17: Comprehensive Income

 

 

119

 

 

 

 

Note 18: Business Segments

 

 

120

 

 

 

 

2006 Quarterly Results (Unaudited)

 

 

123

 

 

 

 

2005 Quarterly Results (Unaudited)

 

 

124

 

 

 

 

Five Year Financial Summary

 

 

126

 

 

 

 

Financial Statement Schedule for each of the three fiscal years in the period ended Dec. 31, 2006

 

 

 

 

 

 

 

Schedule II Valuation and Qualifying Accounts and Reserves

 

 

128

 

 

9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

 

129

 

 

9A.

 

Controls and Procedures

 

 

129

 

 

9B.

 

Other Information

 

 

129

 

 

 

 

PART III

 

 

 

 

 

10.

 

Directors, Executive Officers and Corporate Governance

 

 

129

 

 

11.

 

Executive Compensation

 

 

130

 

 

12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   

 

 

130

 

 

13.

 

Certain Relationships and Related Transactions, and Director Independence

 

 

131

 

 

14.

 

Principal Accountant Fees and Services

 

 

131

 

 

 

 

PART IV

 

 

 

 

 

15.

 

Exhibits and Financial Statement Schedules

 

 

131

 

 

 

 

* * * * *

 

 

 

 

 

 

 

Signatures

 

 

132

 

 

 

 

Exhibit Index

 

 

134

 

 

 

 

Consent of Independent Registered Public Accounting Firm

 

 

139

 

 

 

 

Certifications of Chief Executive Officer and Chief Financial Officer

 

 

140

 

 

 




PART I

ITEM 1.   BUSINESS.

Tribune Company (“Tribune” or the “Company”) is a media and entertainment company. Through its subsidiaries, the Company is engaged in newspaper publishing, television and radio broadcasting and entertainment. The Company was founded in 1847 and incorporated in Illinois in 1861. As a result of a corporate restructuring in 1968, the Company became a holding company incorporated in Delaware. References in this report to “the Company” include Tribune Company and its subsidiaries, unless the context otherwise indicates. The information in this Item 1 should be read in conjunction with the information contained in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company’s consolidated financial statements and related notes thereto included in Item 8. Certain prior year amounts have been reclassified to conform with the 2006 presentation. These reclassifications had no impact on reported prior year total revenues, operating profit or net income.

This Annual Report on Form 10-K (“Form 10-K”) contains certain forward-looking statements that are based largely on the Company’s current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in the forward-looking statements including, but not limited to, the items discussed in Item 1A, “Risk Factors.” Such risks, trends and uncertainties, which in some instances are beyond the Company’s control, include: changes in advertising demand, circulation levels and audience shares; regulatory and judicial rulings; availability and cost of broadcast rights; competition and other economic conditions; changes in newsprint prices; changes in the Company’s credit ratings and interest rates; changes in accounting standards; adverse results from litigation, governmental investigations or tax related proceedings or audits; the effect of labor strikes, lock-outs and negotiations; the effect of acquisitions, investments and divestitures; the effect of derivative transactions; the Company’s reliance on third-party vendors for various services; and the Company’s exploration of alternatives for creating additional value for shareholders. The words “believe,” “expect,” “anticipate,” “estimate,” “could,” “should,” “intend” and similar expressions generally identify forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements, which are being made as of the date of this filing. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Significant Events

Common Stock Repurchases—The Company’s common stock repurchases totaled 71 million shares for $2.3 billion in 2006 and 12 million shares for $440 million in 2005. The following table summarizes the Company’s 2006 common stock repurchases (in thousands):

 

 

Shares

 

Cost

 

Repurchases in first quarter

 

4,604

 

$

137,746

 

Tender offer repurchases

 

45,027

 

1,468,270

 

Repurchases from the Robert R. McCormick Tribune Foundation
and Cantigny Foundation

 

10,000

 

325,300

 

Repurchases subsequent to the tender offer

 

11,053

 

330,952

 

Total common stock repurchases

 

70,684

 

$

2,262,268

 

 

On May 30, 2006, the Company initiated a modified “Dutch Auction” tender offer to repurchase up to 53 million shares of its common stock at a price per share not greater than $32.50 and not less than $28.00. The tender offer closed on June 26, 2006, and the Company acquired 45 million shares of its common stock on July 5, 2006 at a price of $32.50 per share before transaction costs. The Company also acquired

1




10 million shares of its common stock from the Robert R. McCormick Tribune Foundation and the Cantigny Foundation on July 12, 2006 at a price of $32.50 per share before transaction costs. The Robert R. McCormick Tribune Foundation and the Cantigny Foundation are affiliated non-profit organizations, which together held 13.6% of the Company’s outstanding shares when the tender offer was launched. In connection with the tender offer, the board of directors also authorized the repurchase of an additional 12 million shares of the Company’s common stock commencing on the eleventh business day following the completion of the tender offer. In the third quarter of 2006, the Company repurchased an additional 11.1 million shares under that authorization at a weighted average cost of $29.94 per share. In addition, the Company repurchased and retired 4.6 million shares of its common stock in the first quarter of 2006.

Credit Agreements—On June 19, 2006, the Company entered into a five-year credit agreement and a 364-day bridge credit agreement, both of which were amended and restated on June 27, 2006. The five-year credit agreement provides for a $1.5 billion unsecured term facility, of which $250 million was used to refinance the medium-term notes that matured on Nov. 1, 2006, and a $750 million unsecured revolving facility. The 364-day bridge credit agreement provided for a $2.15 billion unsecured bridge facility.

The Company entered into these agreements to finance the Company’s tender offer initiated on May 30, 2006; to repurchase shares of the Company’s common stock from the Robert R. McCormick Tribune Foundation and Cantigny Foundation; to repurchase shares of the Company’s common stock pursuant to open market or privately negotiated transactions; to refinance certain indebtedness; and to pay fees and expenses incurred in connection with the repurchases. In addition, the revolving facility is available for working capital and general corporate purposes, including acquisitions.

In general, borrowings under the credit agreements bear interest at a rate equal to LIBOR plus a spread ranging from 0.35% to 1.25%. The applicable spread is determined on the basis of the Company’s debt ratings by S&P and Moody’s. The Company’s debt ratings are also used in determining the annual facility fee, which may range from 0.07% to 0.25% of the aggregate unused commitments. In addition, the Company has agreed to pay customary fees to the lenders under the credit agreements.

As of Dec. 31, 2006, the Company had outstanding borrowings of $1.5 billion and $1.3 billion under the term facility and the bridge facility, respectively, and the Company had no borrowings under the revolving facility. As of Dec. 31, 2006, the applicable interest rate on both the term facility and the bridge facility was 6.2%.

The credit agreements contain certain restrictive covenants, including financial covenants that require the Company to maintain a maximum total leverage ratio and a minimum interest coverage ratio. At Dec. 31, 2006, the Company was in compliance with the covenants.

TMCT Transactions—As a result of the Company’s acquisition of The Times Mirror Company (“Times Mirror”) in 2000, the Company holds investment interests in TMCT, LLC (“TMCT”) and TMCT II, LLC (“TMCT II”). TMCT and TMCT II were formed in 1997 and 1999, respectively, as a result of transactions involving agreements between Times Mirror and its largest shareholders, Chandler Trust No. 1 and Chandler Trust No. 2 (collectively, the “Chandler Trusts”). The Times Mirror acquisition resulted in the Chandler Trusts becoming significant shareholders of the Company. The TMCT and TMCT II LLC agreements have no specific term, and the dissolution, determination of liquidation values and distribution of assets require the mutual consent of the Company and the Chandler Trusts.

The collective assets of TMCT and TMCT II as of Dec. 25, 2005 included approximately 51.4 million shares of the Company’s common stock and 1.1 million shares of the Company’s preferred stock, representing all of the Company’s issued Series C, D-1 and D-2 preferred stock. The TMCT and TMCT II assets also include a variety of fixed income and equity investments. In addition, TMCT owns eight real properties that are leased to the Company. Additional information pertaining to the Company’s

2




investments in TMCT and TMCT II is provided in Note 7 to the consolidated financial statements in Item 8.

On Sept. 21, 2006, the Company and the Chandler Trusts entered into agreements to restructure TMCT and TMCT II. Under the terms of the agreements, the Company received on Sept. 22, 2006, a total of 38.9 million shares of the Company’s common stock and all 1.1 million shares of the Company’s preferred stock held collectively by TMCT and TMCT II. As a result of the transactions, the Company’s interests in each of TMCT and TMCT II were reduced to approximately 5%. The Sept. 21, 2006 agreements also provide for certain put and call options, which are exercisable at fair market value beginning in September 2007, relating to the Company’s remaining ownership interests in TMCT and TMCT II. As a result of the transactions, the Company in the third quarter of 2006 recorded a one-time, non-operating gain of $48 million, net of tax; increased its common treasury stock by $161 million and its preferred treasury stock by $107 million; and reduced its combined investment in TMCT and TMCT II by $195 million.

On Sept. 22, 2006, the Company and TMCT amended the lease agreement for the eight properties the Company leases from TMCT. Under the terms of the amended lease, the Company was granted an accelerated option to acquire the eight properties during the month of January 2008 for $175 million. The Company was also granted an option to acquire the leased properties from Feb. 8, 2008 to three months prior to the expiration of the amended lease. In addition, the amendment extended the properties’ current fixed rental rate through Aug. 7, 2021.

On Oct. 20, 2006, the remaining 12.4 million shares of the Company’s common stock held by TMCT and TMCT II were distributed to the Company and the Chandler Trusts in accordance with their respective ownership interests. The Company received 0.6 million shares and the Chandler Trusts received 11.8 million shares.

The Company and the Chandler Trusts share in the cash flows of the various assets held by TMCT and TMCT II. Prior to the Sept. 22, 2006 transactions, the cash flows from the Tribune common and preferred shares held by TMCT and TMCT II were largely allocated to the Company, while the cash flows from the other assets were largely allocated to the Chandler Trusts. As a result, the Company included in treasury stock 80% of the Tribune common and preferred shares held by TMCT and TMCT II. In addition, 80% of the dividends on the preferred and common shares held by TMCT and TMCT II were effectively eliminated. Following the Sept. 22, 2006 transactions and until the Oct. 20, 2006 distribution, the Company included in treasury stock approximately 5% of the Tribune common shares held by TMCT and TMCT II. As a result of the transactions, the Company no longer has any shares of its Series C, D-1 and D-2 preferred stock outstanding, and the Company’s common shares outstanding increased by 1.6 million.

Sales of WATL-TV, Atlanta, WCWN-TV, Albany and WLVI-TV, Boston—On June 5, 2006, the Company announced the sale of WATL-TV, Atlanta to Gannett Co., Inc. for $180 million. The sale closed on Aug. 7, 2006. On June 19, 2006, the Company announced the sale of WCWN-TV, Albany to Freedom Communications, Inc. for $17 million. The sale closed on Dec. 6, 2006. On Sept. 14, 2006, the Company announced the sale of WLVI-TV, Boston, to Sunbeam Television Corp. for $113.7 million. The sale closed on Dec. 19, 2006.

These businesses were considered components of the Company’s broadcasting and entertainment segment as their operations and cash flows could be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company. The operations and cash flows of these businesses have been eliminated from the ongoing operations of the Company as a result of the sales, and the Company will not have any significant continuing involvement in their operations. Accordingly, the results of operations of each of these businesses have been reported as discontinued operations in the consolidated

3




statements of income. Prior year consolidated statements of income have been reclassified to conform to the current year presentation of discontinued operations.

In conjunction with the sales of WATL-TV, Atlanta and WCWN-TV, Albany, the Company recorded in the second quarter of 2006 a pretax loss totaling $90 million, including $80 million of allocated television group goodwill, to write down the net assets of the stations to estimated fair value, less costs to sell. The Company subsequently reduced the pretax loss on sales of the Atlanta and Albany stations during the third quarter of 2006 by $1 million. In addition, the Company recorded in the fourth quarter of 2006 a pretax gain of $41 million, including $45 million of allocated television group goodwill, for the sale of the Boston station. In accordance with FAS No. 142, “Goodwill and Other Intangible Assets”, the Company aggregates all of its television stations into one reporting unit for goodwill accounting purposes. FAS No. 142 requires the Company to allocate a portion of its total television group goodwill to stations that are to be sold on a relative fair value basis. The net pretax loss on sales of the three stations sold during 2006 was $48 million, including $125 million of allocated television group goodwill.

Acquisition of Additional Equity in CareerBuilder, ShopLocal and Topix—In August 2006, the Company completed its acquisition of additional equity interests in each of CareerBuilder, LLC, ShopLocal, LLC (formerly CrossMedia Services, Inc.) and Topix, LLC for an aggregate purchase price of $155 million. The negotiated equity purchases followed the exercise of call options by the Company and Gannett Co., Inc. on Knight-Ridder, Inc.’s equity ownership in the three online businesses after The McClatchy Company’s announcement of its proposed acquisition of Knight-Ridder, Inc. As a result of this transaction, the Company and Gannett Co., Inc. each increased their respective ownership of CareerBuilder, LLC and ShopLocal, LLC to 42.5% with The McClatchy Company retaining a 15% interest in both entities. Additionally, each of the Company’s and Gannett Co., Inc.’s interest in Topix, LLC increased to 31.9%. As a result of subsequent funding, the current ownership of Topix, LLC is approximately 33.7% for both the Company and Gannett Co., Inc., 11.9% for The McClatchy Company and 20.7% for management of Topix, LLC.

Network Affiliations—On Jan. 24, 2006, the Company announced that it had reached a 10-year agreement to affiliate 16 of its television stations which were at that time affiliated with the former WB Network (including those in New York, Los Angeles and Chicago) with a new broadcast network, the CW Network. The new network was launched in September 2006 by Warner Bros. Entertainment and CBS. The new network airs a portion of the programming previously carried on the WB Network and the UPN Network, as well as new programming. The WB Network has shut down. The Company did not incur any costs related to the shutdown of the WB Network.

In the second quarter of 2006, the Company announced that its other three former WB Network affiliates (Philadelphia, Atlanta and Seattle) would become affiliates of the new broadcast network, MyNetworkTV, which was launched in September 2006 by the FOX Television Stations Network Inc. and Twentieth Century Television. The new network airs primarily primetime dramas. The Company subsequently sold its Atlanta station in August 2006 and its Albany and Boston stations in December 2006.

Business Segments

The Company’s operations are divided into two industry segments: publishing and broadcasting and entertainment. These segments operate primarily in the United States. Certain administrative activities are not included in either segment, but are reported as corporate. These segments reflect the way the Company sells its products to the marketplace, manages operations and makes business decisions.

The Company’s fiscal year ends on the last Sunday in December. Fiscal year 2006 ended on Dec. 31, 2006 and encompassed 53 weeks, while fiscal years 2005 and 2004 each encompassed 52 weeks. For 2006, the additional week increased consolidated operating revenues and operating expenses by approximately 1.5% and consolidated operating profit by approximately 2%. The following table sets forth operating

4




revenues and operating profit information for each segment of the Company for 2006, 2005 and 2004 (in thousands):

 

 

2006

 

2005

 

2004

 

Operating revenues:

 

 

 

 

 

 

 

Publishing

 

$

4,092,562

 

$

4,096,850

 

$

4,129,850

 

Broadcasting and entertainment

 

1,425,146

 

1,414,433

 

1,501,581

 

Total operating revenues

 

$

5,517,708

 

$

5,511,283

 

$

5,631,431

 

Operating profit (loss)(1):

 

 

 

 

 

 

 

Publishing

 

$

749,189

 

$

759,713

 

$

726,207

 

Broadcasting and entertainment

 

391,533

 

416,891

 

513,289

 

Corporate expenses

 

(55,712

)

(49,413

)

(52,218

)

Total operating profit

 

$

1,085,010

 

$

1,127,191

 

$

1,187,278

 


(1)       Operating profit for each segment excludes interest and dividend income, interest expense, equity income and loss, non-operating items and income taxes.

The following table sets forth asset information for each industry segment (in thousands):

 

 

Dec. 31, 2006

 

Dec. 25, 2005

 

Assets:

 

 

 

 

 

Publishing(1)

 

$

8,512,512

 

$

8,637,176

 

Broadcasting and entertainment

 

3,987,449

 

4,425,135

 

Corporate(2)

 

900,811

 

1,483,931

 

Total assets

 

$

13,400,772

 

$

14,546,242

 


(1)       Publishing assets at Dec. 31, 2006 and Dec. 25, 2005 include $9 million and $24 million of assets held for sale and $26 million and $34 million of assets idled, respectively (see Note 3 to the consolidated financial statements in Item 8).

(2)       Corporate assets include cash and cash equivalents, marketable securities and other investments.

The Company’s results of operations, when examined on a quarterly basis, reflect the seasonality of the Company’s revenues. Second and fourth quarter advertising revenues are typically higher than first and third quarter revenues. Results for the second quarter reflect spring advertising revenues, while the fourth quarter includes advertising revenues related to the holiday season.

5




Publishing

The publishing segment represented 74% of the Company’s consolidated operating revenues in 2006. For the six months ended September 2006, total average paid circulation for Tribune’s 11 metro newspapers averaged 2.8 million copies daily (Mon.-Fri.) and 4.1 million copies Sunday, a decline of 4.5% and 4.4%, respectively, from 2005. The Company’s primary daily newspapers are the Los Angeles Times, Chicago Tribune, Newsday, South Florida Sun-Sentinel, Orlando Sentinel, The Sun, Hartford Courant, The Morning Call, Daily Press, The Advocate and Greenwich Time. The Company’s publishing segment manages the websites of the Company’s daily newspapers and television stations, as well as other branded sites targeting specific communities of interest. The Company also owns entertainment listings, a newspaper syndication and media marketing company, a Chicago-area cable television news channel and other publishing-related businesses.

The additional week in fiscal year 2006 increased publishing advertising revenues, circulation revenues, and operating profit by approximately 2% and increased operating expenses by approximately 1.5%. Operating revenues for the Company’s three largest newspapers, including their related businesses, for the last three years were as follows (in thousands):

 

 

2006

 

2005

 

2004

 

Operating revenues:

 

 

 

 

 

 

 

Los Angeles Times(1)

 

$

1,116,858

 

$

1,111,052

 

$

1,134,780

 

Chicago Tribune(1)

 

862,660

 

873,668

 

853,165

 

Newsday(1)

 

541,074

 

574,864

 

614,681

 

Other newspapers and businesses

 

1,571,970

 

1,537,266

 

1,527,224

 

Total publishing revenues

 

$

4,092,562

 

$

4,096,850

 

$

4,129,850

 


(1)       Includes the daily newspaper and other related businesses.

The following table provides a breakdown of operating revenues for the publishing segment for the last three years (in thousands):

 

 

2006

 

2005

 

2004

 

Advertising:

 

 

 

 

 

 

 

Retail

 

$

1,344,124

 

$

1,323,547

 

$

1,330,951

 

National

 

736,808

 

774,093

 

802,530

 

Classified

 

1,179,128

 

1,146,460

 

1,095,012

 

Total advertising

 

3,260,060

 

3,244,100

 

3,228,493

 

Circulation

 

575,043

 

596,163

 

643,947

 

Other(1)

 

257,459

 

256,587

 

257,410

 

Total

 

$

4,092,562

 

$

4,096,850

 

$

4,129,850

 


(1)       Primarily includes revenues from advertising placement services; the syndication of columns, features, information and comics to newspapers; commercial printing operations; delivery of other publications; direct mail operations; cable television news programming; distribution of entertainment listings; and other publishing-related activities.

6




The following table sets forth information concerning the Company’s advertising volume for its daily newspapers for the last three years (in thousands):

 

 

2006

 

2005

 

2004

 

Advertising inches

 

 

 

 

 

 

 

Full run:

 

 

 

 

 

 

 

Retail

 

6,119

 

5,980

 

6,200

 

National

 

3,457

 

3,774

 

3,998

 

Classified

 

10,154

 

10,023

 

10,265

 

Total full run

 

19,730

 

19,777

 

20,463

 

Part run

 

21,217

 

20,112

 

20,575

 

Total advertising inches

 

40,947

 

39,889

 

41,038

 

Preprint pieces

 

14,928,728

 

14,929,047

 

14,680,009

 

 

The following table sets forth information concerning the Company’s circulation for its primary daily newspapers (in thousands):

 

 

Average Paid Circulation
For the Six Months Ended Sept.(1)

 

 

 

Daily(2)

 

Sunday 

 

 

 

2006

 

2005

 

2004

 

2006

 

2005

 

2004

 

Los Angeles Times

 

776

 

843

 

877

 

1,172

 

1,248

 

1,292

 

Chicago Tribune

 

576

 

586

 

601

 

938

 

951

 

964

 

Newsday (Long Island)

 

411

 

432

 

459

 

475

 

496

 

521

 

South Florida Sun-Sentinel

 

222

 

227

 

232

 

305

 

322

 

337

 

Orlando Sentinel

 

214

 

220

 

247

 

317

 

331

 

364

 

The Sun (Baltimore)

 

236

 

247

 

270

 

381

 

419

 

454

 

Other daily newspapers(3)

 

408

 

422

 

436

 

559

 

571

 

597

 

Total Net Paid Circulation(4)

 

2,843

 

2,977

 

3,122

 

4,147

 

4,338

 

4,529

 

Total Individually Paid Circulation(4)

 

2,724

 

2,759

 

2,880

 

4,066

 

4,171

 

4,324

 


(1)       Circulation data is based on internal records, is subject to audit by the Audit Bureau of Circulations (“ABC’’) and may be updated in subsequent filings.

(2)       Average daily circulation is based on a five-day (Mon.-Fri.) average.

(3)       Other daily newspapers include Hartford Courant, The Morning Call, Daily Press, The Advocate and Greenwich Time.

(4)       Individually paid circulation includes home delivery and single copy sales. This circulation is more highly valued by advertisers and represented 96% of total daily circulation and 98% of total Sunday circulation for the six months ended September 2006. Total net paid circulation includes both individually paid and other paid (education, sponsored, hotels) copies.

Each of the Company’s newspapers operates independently to most effectively meet the needs of the community it serves. Local management establishes editorial policies. The Company coordinates certain aspects of operations and resources in order to provide greater operating efficiency and economies of scale.

The Company’s newspapers compete for readership and advertising with other metropolitan, suburban and national newspapers, and also with television, radio, Internet services and other media. Competition for newspaper advertising is based upon circulation levels, readership demographics, price, service and advertiser results, while competition for circulation is based upon the content of the newspaper, service and price.

7




The Los Angeles Times, Chicago Tribune, South Florida Sun-Sentinel, Orlando Sentinel, Daily Press, The Morning Call, The Advocate and Greenwich Time are printed in Company-owned production facilities. Newsday, The Sun and Hartford Courant are printed on Company-owned presses in production facilities leased from an affiliate (see Note 7 to the consolidated financial statements in Item 8). The principal raw material is newsprint. In 2006, the Company’s newspapers consumed approximately 697,000 metric tons of standard newsprint, 45.0 gram basis weight. Average newsprint prices increased 10% in 2006 from 2005 reflecting increased market prices. Average newsprint prices increased 12% and 10% in 2005 and 2004, respectively.

The Company is party to an agreement with Abitibi Consolidated Inc., expiring in 2009, to supply newsprint. Under the current agreement, the Company purchased approximately 369,000 metric tons of newsprint in 2006, representing 53% of the Company’s newsprint purchases and has agreed to purchase 369,000 metric tons in 2007, 2008 and 2009, subject to certain limitations, based on market prices at the time of purchase.

Los Angeles Times and Related Businesses

The Los Angeles Times has been published continuously since 1881. The newspaper has won 37 Pulitzer Prizes and is the largest daily metropolitan newspaper in the United States in circulation. The Los Angeles market ranks second in the nation in terms of households. In its primary circulation areas of Los Angeles, Orange, Ventura, San Bernardino and Riverside counties, the Los Angeles Times competes for advertising and circulation with 16 local daily newspapers and three daily national newspapers, with its largest local competitor having almost 300,000 in average daily circulation. For the six-month period ended September 2006, the Los Angeles Times ranked fourth and second in the country for average daily and Sunday circulation, respectively, according to ABC. Approximately 78% and 81% of the paper’s daily and Sunday circulation, respectively, was home delivered in 2006, with the remainder primarily sold at newsstands and vending boxes.

In addition to the daily edition covering the Los Angeles metropolitan area, the Los Angeles Times publishes Orange County, San Fernando Valley, Inland Empire and Ventura County editions. Daily and semi-weekly community newspapers are either inserted into the paper in selected geographic areas or distributed to homes and through vending machines to provide targeted local news coverage. The company operates latimes.com, an online expanded version of the newspaper featuring 50,000 content pages, which provides entertainment, local, national and international news, and theenvelope.com, a comprehensive year-round entertainment awards website. Through a subsidiary, EZ Buy & EZ Sell Recycler Corporation, the company publishes a collection of eight alternative classified papers in Southern California including titles such as Recycler, AutoBuys, Truck Buys, Cycle & BoatBuys and Jobs, and also operates recycler.com, an online version of the publications. The company owns 50% of California Independent Postal Systems (“CIPS”), which provides alternative distribution services for advertising preprints. MediaNews Group, Inc. owns the other 50% of CIPS.

Chicago Tribune and Related Businesses

Founded in 1847, the Chicago Tribune is the flagship publication of the Chicago Tribune Company. The newspaper has won 24 Pulitzer Prizes and is the largest circulation paper in Chicago and the Midwest. It ranks eighth among U.S. daily newspapers with an average daily paid circulation of approximately 576,000; and third among U.S. Sunday newspapers with an average Sunday paid circulation of approximately 938,000. Approximately 84% of its weekday newspapers and 74% of its Sunday newspapers are home delivered with the remainder primarily sold at newsstands and vending boxes. Considered an industry leader in journalism and innovation, Chicago Tribune Company has grown into a multi-product, multi-channel news and information leader. It also operates chicagotribune.com, an online version of the newspaper and RedEye, a free daily newspaper in Chicago targeting young, urban commuters.

8




Other businesses owned by Chicago Tribune Company include Tribune Direct, which provides integrated and comprehensive direct mail services, and Chicagoland Publishing Company, which publishes a number of free guides in the real estate, automotive and help wanted categories. Chicagoland Publishing also publishes the monthly magazine Chicago, which earned a 2004 National Magazine “Ellie” Award for general excellence.

Newsday and Related Businesses

Newsday is published daily and circulated primarily in Nassau and Suffolk counties on Long Island, New York, and in the borough of Queens in New York City. The paper has been published since 1940 and has won 18 Pulitzer Prizes. The New York metropolitan area ranks first among U.S. markets in terms of households. Newsday competes with three major metropolitan newspapers, daily regional editions of several national newspapers and numerous daily, weekly and semiweekly local newspapers and free distribution newspapers. Approximately 70% of the paper’s daily and 66% of its Sunday circulation is sold through home delivery, with the remainder primarily sold at newsstands and vending boxes. See Note 4 to the consolidated financial statements in Item 8 for a discussion of charges recorded in 2004 related to the anticipated settlement with advertisers regarding misstated circulation at Newsday.

Newsday, Inc., publisher of Newsday, also publishes Distinction, a magazine serving Long Island’s households, issued 10 times per year; Parents & Children, a magazine for Long Island families, issued 12 times per year; Long Island Weddings, a magazine for brides-to-be, published two times per year; and Wellness, a magazine serving Long Island’s 40+ health and fitness market, published six times per year. Newsday, Inc.’s subsidiary, Star Community Publishing Group, LLC, publishes 183 pennysaver editions in Nassau and Suffolk counties on Long Island, New York, and in the boroughs of Queens, Brooklyn and Staten Island in New York City. Additionally, the results of amNew York, a free daily newspaper in New York City targeting young, urban commuters, are included in Newsday, Inc.’s results. Newsday, Inc. also has several websites including newsday.com and amny.com, which are online versions of the newspapers.

Other Newspapers

The Company’s other primary daily newspapers are South Florida Sun-Sentinel, Orlando Sentinel, The Sun, Hartford Courant, Daily Press, The Morning Call, The Advocate and Greenwich Time.

The South Florida Sun-Sentinel is the major daily newspaper serving the Broward/Palm Beach County market, leading in both circulation and readership. The Miami/Fort Lauderdale/Miami Beach metropolitan area, which includes Broward and Palm Beach counties, ranks sixth in the nation in terms of households. Approximately 75% of the paper’s daily and 71% of its Sunday circulation is sold through home delivery, with the remainder primarily sold at newsstands and vending boxes.

Sun-Sentinel Company, publisher of the South Florida Sun-Sentinel, also serves the news and information needs of South Florida through sun-sentinel.com, its breaking news and information website; southflorida.com, a South Florida entertainment website; el Sentinel, a weekly Spanish language newspaper; Teenlink, a weekly newspaper distributed in Broward County high schools; weekly community newspapers; niche publications; and television and radio partnerships, including its close working relationship with Tribune Broadcasting’s WSFL-TV, Miami, the CW Network affiliate serving South Florida.

Other publications produced by Sun-Sentinel Company include: City & Shore, a bimonthly lifestyle magazine; City Link, an alternative weekly newspaper; Florida New Homes & Condo Guide, a comprehensive bimonthly guide to South Florida real estate; Jewish Journal, a collection of weekly newspapers serving South Florida’s Jewish community; and South Florida Parenting, a monthly magazine providing parenting information and resources for local families.

9




The Orlando Sentinel primarily serves a six-county area in central Florida. The newspaper is the only major daily newspaper in the Orlando market, although it competes with other Florida and national newspapers, as well as with other media. The Orlando Sentinel has been published since 1876 and has won three Pulitzer Prizes. The Orlando market ranks 27th among U.S. markets in terms of households. Approximately 80% of the paper’s daily and 73% of its Sunday circulation is sold through home delivery, with the remainder primarily sold at newsstands and vending boxes.

Orlando Sentinel Communications Company, publisher of the Orlando Sentinel and orlandosentinel.com, also publishes ShopLocal, a free weekly publication used to distribute advertising and content to newspaper non-subscribers. In addition to orlandosentinel.com, the company operates metromix.com covering central Florida. The company publishes the weekly, Spanish-language newspaper, El Sentinel, and its companion website, elsentinel.com, as well as six weekly Forum community newspapers. The company’s multimedia portfolio also includes free-distribution, niche products in the central Florida market including Job Xtra and AutoFinder magazines. Orlando Sentinel Communications offers direct marketing/direct mail services through Tribune Direct/Orlando in addition to distribution services for other publications.

The Sun, Maryland’s largest newspaper, has won 15 Pulitzer Prizes since it began publishing a daily newspaper in 1837. The Baltimore market ranks 20th in the United States in number of households. For the six-month period ending Sept. 25, 2006, The Sun was ranked the 22nd largest newspaper in the country by Sunday circulation according to ABC. The Sun competes with Baltimore Examiner as well as The Washington Post in Anne Arundel and Howard counties, with The Annapolis Capital in Anne Arundel County and with The Carroll County Times in Carroll County. It also competes with regional editions of national daily newspapers, as well as other local dailies and weeklies. Approximately 79% of the paper’s daily and 64% of its Sunday circulation is sold through home delivery, with the remainder primarily sold at newsstands and vending boxes.

The Baltimore Sun’s subsidiaries, Patuxent Publishing and Homestead Publishing, publish 17 weekly newspapers throughout Anne Arundel, Baltimore, Carroll, Harford and Howard counties. The largest of these weekly newspapers are The Columbia Flier, The Towson Times, The Owings Mills Times and The Aegis. The Baltimore Sun also operates a market-leading website, baltimoresun.com, as well as baltimore.metromix.com, a local entertainment site targeting users in the 18-34 demographic.

Hartford Courant, founded in 1764, is the oldest continuously published newspaper in the United States. It is the most widely circulated and read newspaper in Connecticut and the strongest medium in the state for advertisers and readers alike. Winner of two Pulitzer Prizes and twice named one of the five best-designed newspapers in the world, Hartford Courant is published in the state’s capital, Hartford, and serves the state’s northern and central regions. The Hartford Courant’s primary market is the Hartford market, which includes Hartford, Tolland and Middlesex counties. The Hartford market ranks 44th among U.S. markets in terms of households. Hartford Courant Company, publisher of Hartford Courant, has one of the most extensive zoning operations in the country, publishing eight editions of Hartford Courant zoned for local news and advertising. The company also operates courant.com, Connecticut’s leading online news site, and ctnow.com, a statewide entertainment website. It also owns two subsidiaries: New Mass Media, Inc., a publisher of four weekly alternative newspapers in Connecticut and Massachusetts, and ValuMail, Inc., a shared-mail company that distributes advertising supplements to more than two million households in Connecticut, Massachusetts, New York and Rhode Island. Approximately 90% of the paper’s daily and 78% of its Sunday circulation is sold through home delivery, with the remainder primarily sold at newsstands and vending boxes.

Founded in 1896, the Daily Press serves the Virginia Peninsula market, which includes Newport News, Hampton, Williamsburg and eight other cities and counties. This market, together with Norfolk, Portsmouth and Virginia Beach, is the 40th largest U.S. market in terms of households. Daily Press is the

10




only major daily newspaper in its primary market, although it competes with other regional and national newspapers, as well as with other media. Approximately 84% of the paper’s daily and 80% of its Sunday circulation is sold through home delivery, with the remainder primarily sold at newsstands and vending boxes. The Daily Press, Inc., publisher of Daily Press, also owns The Virginia Gazette, which is published twice weekly and primarily serves Williamsburg, Va., and surrounding counties. The Daily Press serves the Internet community through its online affiliates dailypress.com, 7cities.com and hrtownsquare.com.

The Morning Call, published since 1895, is the dominant regional newspaper for nine counties in eastern Pennsylvania and New Jersey. The Morning Call, Inc., publisher of The Morning Call, offers free publications serving the recruitment and real estate markets, and selected high-income households. A free weekly newspaper and a targeted online venture serve the 18-34 year-old audience. Subsidiaries of The Morning Call, Inc. offer full service direct marketing and saturation preprint delivery through non-subscriber distribution. In addition, the company owns and operates the premier regional website, mcall.com. Allentown-Bethlehem-Easton is the 60th largest U.S. market in terms of households. Approximately 83% of the paper’s daily and 79% of its Sunday circulation is sold through home delivery, with the remainder primarily sold at newsstands and vending boxes.

The Advocate and Greenwich Time primarily serve the Stamford/Greenwich market in southwestern Fairfield County, Conn. The newspapers also serve neighboring Norwalk. The Advocate has won a Pulitzer Prize.

Other Publishing Related Businesses

The Company also owns targeted publications, including three editions of the Spanish language newspaper, Hoy. Hoy, New York, a free publication as of January 2006, was introduced in 1998; Hoy, Chicago, is a free publication introduced in September 2003; and Hoy, Los Angeles, is a free publication introduced in March 2004. See Note 3 to the consolidated financial statements in Item 8 for a discussion of the charges recorded in 2004 related to the anticipated settlement with advertisers regarding misstated circulation at Hoy, New York. Hoy provides local, national and international news and features of interest to Hispanics. Hoy, New York, serves the second-largest Hispanic market in the U.S.; Hoy, Los Angeles, serves the largest Hispanic market in the U.S.; and Hoy, Chicago, serves the fourth largest Hispanic market in the U.S. The Spanish-language daily newspaper also operates hoyinternet.com, a national Spanish-language website. On Feb. 12, 2007, the Company announced the sale of Hoy, New York to ImpreMedia, LLC. The sale is expected to close in the first quarter of 2007.

The Company also owns Tribune Media Services, Inc. (“TMS”), which creates, aggregates and distributes news, information and entertainment content that reaches millions of users through print, online and on-screen media. The TMS Entertainment Products group creates TV and movie guide products for major media companies and consumers. TMS provides data for interactive program guides to cable, satellite operators and consumer electronics manufacturers. The TMS News and Features group licenses content from more than 600 writers, artists, newspaper and magazine publishers, and wire services to roughly 4,000 media customers worldwide.

The Company also operates CLTV, a regional 24-hour cable news channel serving Chicagoland. CLTV was launched in January 1993 and currently is available to more than 1.6 million cable households in the Chicago market.

Broadcasting and Entertainment

The broadcasting and entertainment segment represented 26% of the Company’s consolidated operating revenues in 2006. At Dec. 31, 2006, the segment included The CW Television Network (“The CW Network”) affiliates located in New York, Los Angeles, Chicago, Dallas, Washington, D.C., Houston, Miami, Denver, St. Louis, Portland, Indianapolis, San Diego, Hartford, and New Orleans; the FOX

11




Network television affiliates in Seattle, Sacramento, Indianapolis, Hartford, Grand Rapids and Harrisburg; MyNetworkTV affiliates in Philadelphia and Seattle; an ABC television affiliate in New Orleans; one radio station in Chicago; the Chicago Cubs baseball team; and Tribune Entertainment, a company that distributes its own programming together with programming licensed from third parties. On Jan. 24, 2006, the Company announced that it had reached a 10-year agreement to affiliate 16 of its former WB Network affiliates stations with The CW Network. The network was launched in September 2006 by Warner Bros. Entertainment and CBS. The network airs a portion of the programming previously carried on the WB Network and the UPN Network, as well as new programming. The WB Network was shut down in 2006. The Company did not incur any costs related to the shutdown of the WB Network. The Company sold its Albany and Boston stations, both CW Network affiliates, in December 2006.

In the second quarter of 2006, the Company announced that its other three WB Network affiliates (Philadelphia, Atlanta and Seattle) would become affiliates of the new broadcast network, MyNetworkTV, which was launched in September 2006 by the FOX Television Stations Network Inc. and Twentieth Century Television. The new network airs primarily prime-time dramas. The Company subsequently sold its Atlanta station in August 2006.

The additional week in fiscal year 2006 increased operating revenues, operating expenses and operating profit by approximately 1%. The following table shows sources of operating revenues for the broadcasting and entertainment segment for the last three years (in thousands):

 

 

2006

 

2005

 

2004

 

Television

 

$

1,178,104

 

$

1,165,821

 

$

1,258,802

 

Radio/entertainment

 

247,042

 

248,612

 

242,779

 

Total

 

$

1,425,146

 

$

1,414,433

 

$

1,501,581

 

 

12




Television

In 2006, television contributed 83% of the broadcasting and entertainment segment’s operating revenues. The Company’s television stations compete for audience and advertising with other television and radio stations, cable television and other media serving the same markets. Competition for audience and advertising is based upon various interrelated factors including programming content, audience acceptance and price. Selected data for the Company’s television stations are shown in the following table:

 

 

Market(1)

 

 

 

 

 

Major
Over-the Air

 

Expiration 

 

 

 

 

 

National
Ranks

 

% of U.S
Households

 

FCC
%

 

Analog
Channel

 

Affiliation

 

Stations in
Market(2)

 

of FCC
License(3)

 

Year
Acquired

 

WPIX—New York, NY

 

 

1

 

 

 

6.6

 

 

 

6.6

 

 

11-VHF

 

 

CW

 

 

 

7

 

 

 

2007

(4)(6)

 

 

1948

(5)

 

KTLA—Los Angeles, CA

 

 

2

 

 

 

5.0

 

 

 

5.0

 

 

5-VHF

 

 

CW

 

 

 

8

 

 

 

2006

(4)(6)

 

 

1985

 

 

WGN—Chicago, IL

 

 

3

 

 

 

3.1

 

 

 

3.1

 

 

9-VHF

 

 

CW

 

 

 

8

 

 

 

2005

(6)

 

 

1948

(5)

 

WPHL—Philadelphia, PA

 

 

4

 

 

 

2.6

 

 

 

1.3

 

 

17-UHF

 

 

MNTV

 

 

 

7

 

 

 

2007

(7)

 

 

1992

 

 

KDAF—Dallas, TX

 

 

6

 

 

 

2.1

 

 

 

1.1

 

 

33-UHF

 

 

CW

 

 

 

9

 

 

 

2006

(6)

 

 

1997

 

 

WDCW—Washington, D.C.

 

 

8

 

 

 

2.0

 

 

 

1.0

 

 

50-UHF

 

 

CW

 

 

 

7

 

 

 

2004

(6)

 

 

1999

 

 

KHCW—Houston, TX

 

 

10

 

 

 

1.8

 

 

 

0.9

 

 

39-UHF

 

 

CW

 

 

 

9

 

 

 

2006

(6)

 

 

1996

 

 

KCPQ—Seattle, WA

 

 

14

 

 

 

1.5

 

 

 

1.5

 

 

13-VHF

 

 

FOX

 

 

 

8

 

 

 

2007

(6)

 

 

1999

 

 

KMYQ—Seattle, WA

 

 

14

 

 

 

 

 

 

 

 

22-UHF

 

 

MNTV

 

 

 

8

 

 

 

2007

(6)

 

 

1998

 

 

WSFL—Miami, FL

 

 

16

 

 

 

1.4

 

 

 

0.7

 

 

39-UHF

 

 

CW

 

 

 

7

 

 

 

2013

(4)

 

 

1997

 

 

KWGN—Denver, CO

 

 

18

 

 

 

1.3

 

 

 

1.3

 

 

2-VHF

 

 

CW

 

 

 

7

 

 

 

2006

(6)

 

 

1966

 

 

KTXL—Sacramento, CA

 

 

20

 

 

 

1.2

 

 

 

0.6

 

 

40-UHF

 

 

FOX

 

 

 

7

 

 

 

2006

(6)

 

 

1997

 

 

KPLR—St. Louis, MO

 

 

21

 

 

 

1.1

 

 

 

1.1

 

 

11-VHF

 

 

CW

 

 

 

6

 

 

 

2014

 

 

 

2003

 

 

KRCW—Portland, OR

 

 

23

 

 

 

1.0

 

 

 

0.5

 

 

32-UHF

 

 

CW

 

 

 

7

 

 

 

2007

(6)

 

 

2003

 

 

WTTV—Indianapolis, IN

 

 

25

 

 

 

1.0

 

 

 

1.0

 

 

4-VHF

 

 

CW

 

 

 

7

 

 

 

2013

 

 

 

2002

 

 

WXIN—Indianapolis, IN

 

 

25

 

 

 

 

 

 

 

 

59-UHF

 

 

FOX

 

 

 

7

 

 

 

2005

(6)

 

 

1997

 

 

KSWB—San Diego, CA

 

 

27

 

 

 

0.9

 

 

 

0.5

 

 

69-UHF

 

 

CW

 

 

 

7

 

 

 

2006

(6)

 

 

1996

 

 

WTIC—Hartford, CT

 

 

28

 

 

 

0.9

 

 

 

0.5

 

 

61-UHF

 

 

FOX

 

 

 

7

 

 

 

2007

(4)(6)

 

 

1997

 

 

WTXX—Hartford, CT

 

 

28

 

 

 

 

 

 

 

 

20-UHF

 

 

CW

 

 

 

7

 

 

 

2007

(4)(6)

 

 

2001

 

 

WXMI—Grand Rapids, MI

 

 

39

 

 

 

0.7

 

 

 

0.3

 

 

17-UHF

 

 

FOX

 

 

 

7

 

 

 

2005

(6)

 

 

1998

 

 

WPMT—Harrisburg, PA

 

 

41

 

 

 

0.6

 

 

 

0.3

 

 

43-UHF

 

 

FOX

 

 

 

5

 

 

 

2007

(7)

 

 

1997

 

 

WGNO—New Orleans, LA

 

 

54

 

 

 

0.5

 

 

 

0.3

 

 

26-UHF

 

 

ABC

 

 

 

7

 

 

 

2005

(6)

 

 

1983

 

 

WNOL—New Orleans, LA

 

 

54

 

 

 

 

 

 

 

 

38-UHF

 

 

CW

 

 

 

7

 

 

 

2013

 

 

 

2000

 

 


(1)       Source: Nielsen Station Index (DMA Market and Demographic Rank Report, September 2006). Ranking of markets is based on number of television households in DMA (Designated Market Area).

(2)       Source: Nielsen Station Index (Viewers in Profile Reports, 2006). Major over-the-air stations program for a broad, general audience in the market.

(3)       See “Governmental Regulation.”

(4)       See “Governmental Regulation” for discussion of the Federal Communications Commission (“FCC”) television/newspaper cross-ownership rule.

(5)       Founded by the Company.

(6)       The WDCW-TV license expired October 2004, the renewal application filed in June 2004 is pending; the WGNO-TV license expired June 2005, the renewal application filed in February 2005 is pending; the WXIN-TV license expired August 2005, the renewal application filed in March 2005 is pending; the WXMI-TV license expired October 2005, the renewal application filed in May 2005 is pending; the WGN-TV license expired December 2005, the renewal application filed in August 2005 is pending; the KWGN-TV license expired in April 2006, the renewal application filed in December 2005 is pending; the KDAF-TV license expired August 2006, the renewal application filed in March 2006 is pending; the KHCW-TV license expired August 2006, the renewal application filed in March 2006 is pending; the KTLA-TV license expired December 2006, the renewal application filed in August 2006 is pending; the KTXL-TV license expired December 2006, the renewal application filed in August 2006 is

13




pending; and the KSWB-TV license expired December 2006, the renewal application filed in August 2006 is pending. The KCPQ-TV license expired in February 2007, the renewal application filed in October 2006 is pending; the KMYQ-TV license expired in February 2007, the renewal application filed in October 2006 is pending; the KRCW-TV license expired in February 2007, the renewal application filed in October 2006 is pending; the WTIC-TV license expires in April 2007, the renewal application filed in December 2006 is pending; the WTXX-TV license expires in April 2007, the renewal application filed in December 2006 is pending; and the WPIX-TV license expires in June 2007, the renewal application filed in February 2007 is pending.

(7)       The WPHL-TV and WPMT-TV license renewal applications are due by April 1, 2007.

Programming emphasis at the Company’s stations is placed on network-provided shows, syndicated series, feature motion pictures, local and regional sports coverage, news, and children’s programs. These stations acquire most of their programming from outside sources, including The CW Network, the FOX Network and MyNetworkTV, although a significant amount is produced locally. Superstation WGN programming is delivered by cable or satellite outside of the Chicago area and includes syndicated series, movies and first-run programming. Contracts for purchased programming generally cover a period of one to five years, with payment also typically made over several years. The expense for amortization of television broadcast rights in 2006 was $361 million, which represented approximately 31% of total television operating revenues.

14




Average audience share information for the Company’s television stations for the past three years is shown in the following table:

 

 

 

 

Average Audience Share(1)

 

 

 

 

 

Total Market
Year Ended December

 

In-Market Stations(2)
Year Ended December

 

 

 

Affiliation

 

2006

 

2005

 

2004

 

2006

 

2005

 

2004

 

WPIX—New York

 

 

CW

 

 

 

4.4

%

 

 

5.1

%

 

 

5.8

%

 

11.1

%

12.4

%

13.6

%

KTLA—Los Angeles

 

 

CW

 

 

 

3.6

 

 

 

4.0

 

 

 

4.6

 

 

9.9

 

10.7

 

11.4

 

WGN—Chicago

 

 

CW

 

 

 

5.9

 

 

 

6.2

 

 

 

7.0

 

 

12.9

 

13.2

 

13.9

 

WPHL—Philadelphia

 

 

MNTV

 

 

 

3.7

 

 

 

4.0

 

 

 

4.0

 

 

8.4

 

8.5

 

8.2

 

KDAF—Dallas

 

 

CW

 

 

 

4.3

 

 

 

4.3

 

 

 

6.4

 

 

9.2

 

9.1

 

12.4

 

WDCW—Washington

 

 

CW

 

 

 

3.2

 

 

 

4.2

 

 

 

4.4

 

 

8.2

 

9.5

 

10.1

 

KHCW—Houston

 

 

CW

 

 

 

4.5

 

 

 

4.8

 

 

 

5.1

 

 

9.9

 

9.8

 

10.3

 

KCPQ—Seattle

 

 

FOX

 

 

 

5.7

 

 

 

6.7

 

 

 

5.8

 

 

12.3

 

13.7

 

11.8

 

KMYQ—Seattle

 

 

MNTV

 

 

 

2.0

 

 

 

2.5

 

 

 

2.5

 

 

4.3

 

5.0

 

5.0

 

WSFL—Miami

 

 

CW

 

 

 

3.9

 

 

 

5.2

(3)

 

 

5.2

 

 

11.0

 

13.9

(3)

13.9

 

KWGN—Denver

 

 

CW

 

 

 

3.2

 

 

 

3.9

 

 

 

4.3

 

 

7.8

 

9.4

 

9.8

 

KTXL—Sacramento

 

 

FOX

 

 

 

5.2

 

 

 

5.7

 

 

 

5.8

 

 

10.3

 

13.3

 

13.2

 

KPLR—St. Louis

 

 

CW

 

 

 

5.5

 

 

 

5.0

 

 

 

5.8

 

 

10.4

 

9.5

 

10.8

 

KRCW—Portland

 

 

CW

 

 

 

3.3

 

 

 

3.7

 

 

 

4.0

 

 

7.2

 

7.9

 

8.2

 

WTTV—Indianapolis

 

 

CW

 

 

 

2.7

 

 

 

3.7

 

 

 

3.8

 

 

5.9

 

7.8

 

7.7

 

WXIN—Indianapolis

 

 

FOX

 

 

 

5.8

 

 

 

6.5

 

 

 

5.7

 

 

12.8

 

13.7

 

11.7

 

KSWB—San Diego

 

 

CW

 

 

 

2.6

 

 

 

3.1

 

 

 

3.8

 

 

6.8

 

7.7

 

9.2

 

WTIC—Hartford

 

 

FOX

 

 

 

5.4

 

 

 

6.3

 

 

 

5.8

 

 

12.6

 

14.5

 

13.1

 

WTXX—Hartford

 

 

CW

 

 

 

2.1

 

 

 

2.1

 

 

 

2.4

 

 

4.9

 

4.7

 

5.5

 

WXMI—Grand Rapids

 

 

FOX

 

 

 

6.4

 

 

 

7.1

 

 

 

6.6

 

 

12.2

 

13.6

 

12.6

 

WPMT—Harrisburg

 

 

FOX

 

 

 

5.5

 

 

 

6.1

 

 

 

5.8

 

 

11.8

 

13.9

 

12.7

 

WGNO—New Orleans

 

 

ABC

 

 

 

(4)

 

 

4.6

(3)

 

 

4.6

 

 

(4)

9.8

(3)

9.5

 

WNOL—New Orleans

 

 

CW

 

 

 

(4)

 

 

3.8

(3)

 

 

4.9

 

 

(4)

8.2

(3)

10.0

 

23 Station Unweighted Average (5)

 

 

 

 

 

 

4.2

 

 

 

4.7

 

 

 

5.0

 

 

9.5

 

10.4

 

10.6

 


(1)       Represents the estimated number of television households tuned to a specific station as a percent of total viewing households in a defined area. The percentages shown reflect the average Nielsen ratings shares for the February, May, July and November measurement periods for 7 a.m. to 1 a.m. daily.

(2)       Excludes cable, satellite, public broadcasting, foreign language and minor independent channels.

(3)       Nielsen did not release November 2005 data for WSFL-TV, WGNO-TV and WNOL-TV as a result of hurricanes in these areas. The 2005 shares for these markets reflect the average of ratings for the February, May and July measurement periods only.

(4)       Nielsen did not release 2006 ratings data for WGNO-TV and WNOL-TV as a result of Hurricane Katrina.

(5)       2006 unweighted station average is for 21 stations rather than 23, since New Orleans was not measured in 2006.

Average audience shares are shown on two bases: total market, which includes all channels, and in-market stations, which includes only the major over-the-air stations. Average in-market shares are a more relevant benchmark to determine the stations’ performance in their respective markets as they compare the stations’ performance to their primary programming and sales competition. In 2006, the average total market share and the average in-market share for the 23-station group declined versus 2005. Ratings for stations in the larger markets continued to be affected by the introduction of Nielsen’s Local People Meters (“LPMs”). LPMs have tended to reduce the overall share of broadcast television as compared to cable television and, within the broadcast television universe, disadvantage stations like Tribune’s that target younger audiences. The stations were also affected by some audience erosion due to a lack of major new syndicated programming and by lower WB Network prime-time ratings. The WB ceased operations in

15




September 2006. Fourteen of Tribune’s WB stations became affiliates of The CW network, a joint venture between CBS Corporation and Warner Bros. Entertainment. Two Tribune WB stations became affiliates of MyNetworkTV, a new television network owned by FOX Television Stations Network Inc. and Twentieth Century Television.

Radio/Entertainment

In 2006, radio/entertainment operations contributed 17% of the broadcasting and entertainment segment’s operating revenues. WGN-AM, Chicago, is the only radio station owned by the Company. Selected information for WGN-AM, Chicago, is shown in the following table:

 

 

 

Format

 

 

Frequency

 

National
Market
Rank(1)

 

Number of
Operating
Stations in
Market(2)

 

Audience
Share(3)

 

WGN-AM, Chicago

 

Personality/Infotainment/Sports

 

 

720-AM

 

 

 

3

 

 

 

39

 

 

 

5.5

%

 


(1)       Source: Radio markets ranked by Arbitron Metro Survey Area, Arbitron Company 2006.

(2)       Source: Arbitron Company 2006.

(3)       Source: Average of Winter 2005 and Spring, Summer and Fall 2006 Arbitron shares for persons 12 years old and over, 6 a.m. to midnight daily during the period measured.

Entertainment includes Tribune Entertainment Company (“Tribune Entertainment”) and the Chicago Cubs baseball team. The Chicago Cubs were acquired in 1981. Cubs games are broadcast on WGN-TV and WGN-AM. Tribune Entertainment is a distributor of programming in the United States syndicated television, cable television and ancillary markets. Tribune Entertainment distributes its own programming together with programming licensed from third parties.

Tribune Entertainment is party to a variety of distribution, marketing, and advertiser sales relationships with major suppliers such as DreamWorks SKG for the exclusive domestic syndication and ad sales of their film library, FremantleMedia, Hearst Entertainment, Rigel Entertainment, Telco Productions, Debmar-Mercury Entertainment, DIC Entertainment, Carlton America, and New Line Television. These relationships comprise over 400 television and theatrical motion pictures and more than 1,300 episodes of various television series and specials including “South Park,” “Family Feud,” “Soul Train,” “The Soul Train Music Awards,” and “Ron Hazelton’s House Calls.” Tribune Entertainment also distributes its television series productions of “Andromeda,” “Earth Final Conflict,” “Beastmaster,” “Mutant X,” and “Nightman.”

In the fall of 2006, the first of the DreamWorks SKG titles became available. In addition, Tribune Entertainment launched “American Idol Rewind,” in domestic syndication. The weekly one-hour series, includes original, never-before-seen episodes of the highly successful “American Idol” franchise.

Tribune California Properties, a subsidiary of Tribune Entertainment, owns and maintains the 10.5-acre studio production lot in Hollywood. Tribune Studios, also a subsidiary of Tribune Entertainment, manages the site that includes facilities rental of nine state-of-the art digital sound stages and associated production office space.

Investments

The Company has investments in several public and private companies. See Note 8 to the consolidated financial statements in Item 8 for further discussion of the Company’s cost and equity method investments.

16




The Company’s principal equity method investments currently include CareerBuilder, Classified Ventures, TV Food Network, Comcast SportsNet Chicago, ShopLocal, Topix.net, TMCT and TMCT II. CareerBuilder, an online recruiting company formed in 2000, is owned 42.5 % by the Company, 42.5% by Gannett Co., Inc. and 15% by The McClatchy Co., Inc. Classified Ventures is a network of automotive and real estate classified advertising websites. TV Food Network is a 24-hour cable/satellite television network focusing on food and entertaining. Comcast SportsNet Chicago is a 24-hour cable/satellite television network, which began programming in the fall of 2004, focusing on Chicago sports teams. ShopLocal transforms traditionally print-based retail promotions into search-based interactive formats. The Company, Gannett Co., Inc. and McClatchy Co., each own a 42.5%, 42.5% and 15% interest in ShopLocal, respectively. Topix.net is an online news and information aggregation website that continuously monitors breaking news from over 10,000 online sources and categorizes daily news content into over 300,000 topics, 24 hours a day. The ownership of Topix, LLC is approximately 33.7% for both the Company and Gannett Co., Inc., 11.9% for the McClatchy Co. and 20.7% for management of Topix, LLC. On Sept. 21, 2006, the Company and the Chandler Trusts entered into agreements to restructure TMCT and TMCT II. As a result, the Company’s interests in each of TMCT and TMCT II were reduced to approximately 5%. The Company’s investments in TMCT and TMCT II are further discussed in Note 7 to the consolidated financial statements in Item 8.

Non-Operating Items

The Company reported several non-operating items in 2006, 2005 and 2004, which included gains and losses resulting from sales of investments, changes in the fair values of the Company’s PHONES derivatives and related Time Warner investment, the TMCT and TMCT II restructuring, the early retirement of debt, write-downs of investments, and income tax adjustments, including additional tax expense associated with the Matthew Bender and Mosby tax liability. These non-operating items are further discussed in Note 2 to the consolidated financial statements in Item 8.

Governmental Regulation

Various aspects of the Company’s operations are subject to regulation by governmental authorities in the United States.

The Company’s television and radio broadcasting operations are subject to FCC jurisdiction under the Communications Act of 1934, as amended. FCC rules, among other things, govern the term, renewal and transfer of radio and television broadcasting licenses, and limit concentrations of broadcasting control inconsistent with the public interest. Federal law also regulates the rates charged for political advertising and the quantity of advertising within children’s programs. The Company is permitted to own both newspaper and broadcast operations in the Chicago market by virtue of “grandfather” provisions in the FCC regulations and in the Fort Lauderdale/Miami market by virtue of a temporary waiver of the television/newspaper cross-ownership rule.

Because the Times Mirror acquisition in 2000 did not involve the transfer of any broadcast station licenses, FCC approval was not required to complete the transaction. Under the television/newspaper cross-ownership rule in effect at the time of the merger, companies were generally prohibited from owning both a newspaper and a broadcast license in the same market. However, it was also the FCC’s policy to permit newly created television/newspaper combinations to be held until the next broadcast license renewal. As such, license renewals for three Tribune television properties—KTLA-TV, Los Angeles (renewal in 2006), WPIX-TV, New York (renewal in 2007) and WTIC-TV, Hartford (renewal in 2007)—are affected by the Times Mirror acquisition under the old FCC media ownership rules. In June 2003, the FCC adopted new media ownership rules, including a new television/newspaper cross-ownership rule. The new rule would eliminate the cross-ownership prohibition entirely in markets with nine or more television stations. Under this rule, the Company would be permitted to retain its newspaper and television

17




operations in each of the five markets where it owns both newspaper and television operations—New York, Los Angeles, Chicago, South Florida and Hartford.

In September 2003, the United States Court of Appeals for the Third Circuit stayed the effectiveness of the new media ownership rules pending the outcome of appeals by advocacy groups challenging the new rules. In June 2004, the Third Circuit remanded the new rules to the FCC for further proceedings while keeping the stay in effect. In January 2005, the Company and other media companies filed a joint petition seeking United States Supreme Court review of the June 2004 Third Circuit remand. In June 2005, the Supreme Court declined to review the petition, without addressing the Constitutional arguments raised and without foreclosing additional appeals if the Company’s interests are not adequately addressed as part of the FCC’s remand proceeding. In June 2006, the FCC adopted a Further Notice of Proposed Rulemaking seeking comment on the issues raised by the Third Circuit in its stay and remand, including those relating to the FCC’s new television/newspaper cross-ownership rule. In October 2006, the Company filed comments in response to the FCC’s Further Notice of Proposed Rulemaking. While the Company remains optimistic that the cross-ownership ban will ultimately be loosened in major markets, it cannot predict with certainty the outcome of the FCC’s remand proceeding. Accordingly, in its FCC license renewal applications, the Company has sought and expects to receive waivers to allow continued ownership of both the Los Angeles Times and KTLA-TV, both Hartford Courant and WTIC-TV/WTXX-TV and both Newsday and WPIX-TV pending the outcome of the FCC proceeding. The Company has a temporary waiver, pending the outcome of the same rulemaking proceeding, in connection with its 1997 acquisition of WSFL-TV, Miami, which is considered part of the market served by the South Florida Sun-Sentinel, published in Fort Lauderdale.

Congress removed national limits on the number of broadcast stations a licensee may own in 1996. However, federal law continues to limit the number of radio and television stations a single owner may own in a local market, and caps the percentage of the national television audience that may be reached by a licensee’s television stations in the aggregate at 39%. The local ownership rules allow, under certain conditions, common ownership of two television stations and certain radio/television combinations. In 2001, the Company acquired television station WTXX-TV, Hartford, pursuant to a so-called “failing station” waiver allowing common ownership of WTIC-TV and WTXX-TV in the same market.

Television and radio broadcasting licenses are subject to renewal by the FCC, at which time they may be subject to petitions to deny the license renewal applications. At Dec. 31, 2006, the Company had FCC authorization to operate 23 television stations and one AM radio station. At Dec. 31, 2006, the Company had 16 television license renewal applications pending before the FCC (WDCW-TV, Washington, D.C., WGNO-TV, New Orleans, WXIN-TV, Indianapolis, WXMI-TV, Grand Rapids, WGN-TV, Chicago, KWGN-TV, Denver, KDAF-TV, Dallas, KHCW-TV, Houston, KTLA-TV, Los Angeles, KTXL-TV, Sacramento, KSWB-TV, San Diego, KRCW-TV, Portland, KCPQ-TV, KMYQ-TV, Seattle/Tacoma, and WTIC-TV and WTXX-TV, Hartford/Waterbury). The Company expects the FCC to renew all of the licenses.

The FCC has approved technical standards and channel assignments for digital television (“DTV”) service. DTV permits broadcasters to transmit video images with higher resolution than existing analog signals. Operators of full-power television stations have each been assigned a second channel for DTV while they continue analog broadcasts on the original channel. After the transition is complete, broadcasters will be required to return one of the two channels to the FCC and transmit exclusively in digital format. By law, the transition to DTV was to occur by Dec. 31, 2006, subject to extension if 80% or more of U.S. households did not have a DTV receiver, a benchmark that was not met. In December 2005, the Senate passed a bill that would, among other things, extend the digital transition deadline to Feb. 17, 2009. Conversion to digital transmission is requiring all television broadcasters, including those owned by the Company, to invest in digital equipment and facilities. At Dec. 31, 2006, all of the Company’s television stations were DTV compliant.

18




The FCC has not yet issued final DTV channel assignments for operation after the transition from analog has ended, and has not resolved a number of issues relating to the operation of DTV stations. These issues include the obligations of DTV stations to broadcast children’s programming as well as additional “public interest” obligations that may be imposed on broadcasters’ use of digital spectrum.

From time to time, the FCC revises existing regulations and policies in ways that could affect the Company’s broadcasting operations. In addition, Congress from time to time considers and adopts substantive amendments to the governing communications legislation. The Company cannot predict what regulations or legislation may be proposed or finally enacted or what effect, if any, such regulations or legislation could have on the Company’s broadcasting operations.

Employees

The average number of full-time equivalent employees of the Company in 2006 was 21,000, approximately 1,200 less than the average for 2005, primarily due to the elimination of approximately 450 positions at various times during 2006 and approximately 900 positions near the end of 2005, primarily in the publishing segment.

During 2006, the Company’s publishing segment employed an average of approximately 17,800 full-time equivalent employees. About 13% of these employees were represented by unions covered under 19 labor contracts. Contracts with unionized employees of the publishing segment expire at various times through April 2012.

The broadcasting and entertainment segment had an average of approximately 3,100 full-time equivalent employees in 2006. Approximately 19% of these employees were represented by unions covered under 20 labor contracts. Contracts with unionized employees of the broadcasting and entertainment segment expire at various times through December 2009.

Executive Officers of the Company

Information with respect to the executive officers of the Company as of Feb. 26, 2007, is set forth below. Their ages are indicated in parentheses. The descriptions of the business experience of these individuals include the principal positions held by them since February 2002. Unless otherwise indicated, all references to positions are to officers of the Company.

Dennis J. FitzSimons (56)
Chairman (since January 2004), Chief Executive Officer (since January 2003) and President (since July 2001); Chief Operating Officer from July 2001 until December 2002; Executive Vice President from January 2000 until July 2001; President of Tribune Broadcasting Company* from May 1997 until January 2003.

Donald C. Grenesko (58)
Senior Vice President/Finance and Administration.

Crane H. Kenney (44)
Senior Vice President, General Counsel and Secretary.

Timothy J. Landon (44)
President of Tribune Interactive, Inc.* since March 2004; President of Tribune Classified* from June 2000 until March 2004.

Thomas D. Leach (46)
Senior Vice President/Development since February 2005; Vice President/Development from

19




February 2004 until February 2005; Vice President and Chief Financial Officer of Tribune Broadcasting Company* from March 2001 until January 2004.

Luis E. Lewin (58)
Senior Vice President/Human Resources.

R. Mark Mallory (56)
Vice President and Controller.

Ruthellyn Musil (55)
Senior Vice President/Corporate Relations since February 2004; Vice President/Corporate Relations until February 2004.

John E. Reardon (53)
President of Tribune Broadcasting Company* since November 2005; Vice President of Tribune Broadcasting Company* from March 2004 until November 2005; Vice President and General Manager of KTLA-TV, Los Angeles* until March 2004.

Scott C. Smith (56)
President of Tribune Publishing Company* since January 2005 and Publisher of Chicago Tribune Company* since October 2006; Chief Operating Officer of Tribune Publishing Company* from November 2004 until January 2005; President of Chicago Tribune Company* until November 2004.


*               A subsidiary or a division of the Company

Available Information

The Company maintains an Internet website at www.tribune.com where the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports are available without charge, as soon as reasonably practicable following the time that they are filed with or furnished to the Securities and Exchange Commission.

20




ITEM 1A.   RISK FACTORS.

The foregoing business discussion and the other information included in this Form 10-K should be read in conjunction with the following risks, trends and uncertainties, any of which, either individually or in the aggregate, could materially and adversely affect our business, operating results or financial condition.

Advertising demand will continue to be impacted by changes in economic conditions and fragmentation of the media landscape

Advertising revenue is the primary source of revenue for our publishing and broadcasting businesses. National and local economic conditions, particularly in major metropolitan markets, affect the levels of retail, national and classified newspaper advertising revenue, as well as television advertising revenue. Changes in Gross Domestic Product, consumer spending, auto sales, housing sales, unemployment rates, job creation and circulation levels and rates all impact demand for advertising. Consolidation across various industries, particularly large department store and telecommunications companies, may also reduce our overall advertising revenue.

Competition from other media, including other metropolitan, suburban and national newspapers, broadcasters, cable systems and networks, satellite television and radio, websites, magazines, direct marketing and solo and shared mail programs, affects our ability to retain advertising clients and raise rates. In recent years, Internet sites devoted to recruitment, automobile and real estate have become significant competitors of our newspapers and websites for classified advertising. While we have invested in successful Internet ventures such as CareerBuilder and Classified Ventures to capture some of the advertising dollars that have migrated online, retaining our historical share of classified advertising revenues remains a challenge.

Seasonal variations in consumer spending cause our quarterly advertising revenues to fluctuate. Second and fourth quarter advertising revenues are typically higher than first and third quarter advertising revenues, reflecting the slower economic activity in the winter and summer and the stronger fourth quarter holiday season.

In broadcasting, the proliferation of cable and satellite channels, advances in mobile and wireless technology, the migration of television audiences to the Internet and the viewing public’s increased control over the manner and timing of their media consumption through personal video recording devices, have resulted in greater fragmentation of the television viewing audience and a more difficult sales environment.

Circulation and audience share may decline as consumers migrate to other media alternatives

Competition for newspaper advertising is based on reader demographics, price, service, advertiser results, and circulation and readership levels, while competition for circulation is based upon the content of the newspaper, service and price. Competition for television advertising is based on audience share and ratings information, audience demographics and price.

The National Do Not Call Registry has impacted the way newspapers sell home-delivery circulation, particularly for the larger newspapers that historically have relied on telemarketing. Similarly, Nielsen’s Local People Meters, which capture viewership data in a different manner than historical Nielsen viewership data collection methods, have tended to reduce the overall share of broadcast television compared to cable television and, within the broadcast television universe, disadvantage stations like ours that target younger audiences.

Both advertising and circulation revenues are being affected by consumer trends, including declining newspaper buying by young people and the migration to other available forms of media for news. In order to address declining circulation in certain markets, we may increase marketing designed to retain our

21




existing subscriber base and continue to introduce niche publications targeted at commuters and young adults. We may also increase marketing efforts to drive traffic to our proprietary websites.

Changes in the regulatory landscape could affect our business operations and asset mix

Various aspects of our operations are subject to regulation by governmental authorities in the United States. Changes in the current regulatory environment could result in increased operating costs or divestitures of several of our properties.

Our television and radio broadcasting operations are subject to FCC jurisdiction under the Communications Act of 1934, as amended. FCC rules, among other things, govern the term, renewal and transfer of radio and television broadcasting licenses and limit concentrations of broadcasting control inconsistent with the public interest. Federal law also regulates the rates charged for both political advertising and the quantity of advertising within children’s programs.

From time to time, the FCC revises existing regulations and policies in ways that could affect our broadcasting operations. In addition, Congress from time to time considers and adopts substantive amendments to governing communications legislation. We cannot predict what regulations or legislation may be proposed or finally enacted or what effect, if any, such regulations or legislation could have on our broadcasting operations. See “Item 1. Business—Governmental Regulation” for a discussion of the pending FCC review of the television/newspaper cross-ownership rule and the effect the outcome could have on our business.

The availability and cost of quality syndicated programming may impact television ratings

The cost of syndicated programming represents a significant portion of television operating expenses. Programming emphasis at our stations is placed on network-provided programming, syndicated series, feature motion pictures, local and regional sports coverage, news, and children’s programs. Most of our stations’ programming is acquired from outside sources, including the networks with which our stations are affiliated, and some is produced locally or supplied by Tribune Entertainment Company. Syndicated programming costs are impacted largely by market factors, including demand from other stations or cable channels within the market. Availability of syndicated programming depends on the production of compelling programming and the willingness of studios to offer the programming to unaffiliated buyers. Our inability to continue to acquire or produce affordable programming for our stations could adversely affect operating results or our financial condition.

Events beyond our control may result in unexpected adverse operating results

Our results could be affected in various ways by global or domestic events beyond our control, such as wars, political unrest, acts of terrorism, and natural disasters. Such events can quickly result in significant declines in advertising revenues and significant increases in newsgathering costs. Coverage of the war in Iraq and Hurricane Katrina are two examples where newsgathering costs increased and, in the case of Hurricane Katrina, revenues dropped off significantly at our two New Orleans television stations.

Newsprint prices may continue to be volatile and difficult to predict and control

Newsprint is one of the largest expenses of our publishing units. The price of newsprint has historically been volatile and the consolidation of North American newsprint mills over the years has reduced the number of suppliers. We have historically been able to realize favorable newsprint pricing by virtue of our company-wide volume and a long-term contract with a significant supplier. Failure to maintain our current consumption levels, further supplier consolidation or the inability to maintain our existing relationships with our newsprint suppliers could adversely impact newsprint prices in the future.

22




We have certain risks relating to our existing credit agreements.

In June 2006, the Company entered into a five-year credit agreement and a 364-day bridge credit agreement. The five-year credit agreement provides for a $1.5 billion unsecured term facility and a $750 million unsecured revolving facility. The 364-day bridge credit agreement provided for a $2.15 billion unsecured bridge facility. As of Dec. 31, 2006, the Company had outstanding borrowings of $1.5 billion and $1.3 billion under the term facility and the bridge facility, respectively, and the Company had no borrowings under the revolving facility. For additional information regarding these credit agreements, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Significant Events—Credit Agreements.”

Interest rates for our borrowings under these credit agreements are affected by our credit ratings. Increased debt levels and/or decreased earnings could result in downgrades in these ratings, which could increase our borrowing costs under our existing credit agreements and could raise our other borrowing rates. In addition, borrowings under these credit agreements bear interest at variable rates based on LIBOR plus a spread determined on the basis of the Company’s credit ratings. Accordingly, changes in LIBOR may adversely affect our cost of borrowings. For additional discussion of interest rate risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosure About Market Risk.” Further, the Company intends to refinance borrowings under the bridge facility prior to maturity. Refinancing these borrowings on similar financial terms will be contingent upon a number of factors, including the outcome of the Company’s exploration of strategic alternatives, financial market conditions and the Company’s credit ratings.

Changes in accounting standards can significantly impact reported earnings and operating results

Generally accepted accounting principles and accompanying pronouncements and implementation guidelines for many aspects of our business, including those related to intangible assets, pensions, income taxes, derivatives, share-based compensation, and broadcast rights, are complex and involve significant judgments. Changes in these rules or their interpretation could significantly change our reported earnings and operating results. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and Note 1 to the consolidated financial statements in “Item 8. Financial Statements and Supplementary Data.”

Adverse results from litigation or governmental investigations can impact our business practices and operating results

From time to time, Tribune and its subsidiaries are parties to litigation and regulatory, environmental and other proceedings with governmental authorities and administrative agencies. Adverse outcomes in lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect our operating results or financial condition as well as our ability to conduct our businesses as they are presently being conducted.

We could be faced with additional tax liabilities

We are subject to both federal and state income taxes and are regularly audited by federal and state taxing authorities. Significant judgment is required in evaluating our tax positions and in establishing appropriate reserves. We analyze our tax positions and reserves on an ongoing basis and make adjustments when warranted based on changes in facts and circumstances. While we believe our tax positions and reserves are reasonable, the resolution of our tax issues are unpredictable and could negatively impact our effective tax rate, net income or cash flows for the period or periods in question.

23




Labor strikes, lock-outs and protracted negotiations can lead to business interruptions and increased operating costs

Union employees currently comprise about 14% of our workforce. We are required to negotiate collective bargaining agreements across our business units on an ongoing basis. Complications in labor negotiations can lead to work slowdowns or other business interruptions and greater overall employee costs.

Acquisitions, investments and divestitures pose inherent financial and other risks and challenges

We continuously evaluate our businesses and make strategic acquisitions and investments, either individually or with partners, and divestitures as part of our strategic plan. These transactions involve challenges and risks in negotiation, execution, valuation and integration. Moreover, competition for certain types of acquisitions is significant, particularly in the Interactive space. Even if successfully negotiated, closed and integrated, certain acquisitions or investments may prove not to advance our business strategy and may fall short of expected return on investment targets. In certain of our investments, we take a minority position in a company with limited voting rights and an inability to exert absolute control over the entity.

The effects and results of our exploration of strategic alternatives are uncertain

On Sept. 21, 2006, we announced that our board of directors established an independent special committee to oversee management’s exploration of alternatives for creating additional value for shareholders. There can be no assurance that the exploration of alternatives will result in a transaction. Further, it is not certain what impact any particular alternative, or lack thereof, may have on our stock price, credit ratings, operating results, financial condition or business prospects.

ITEM 1B.   UNRESOLVED STAFF COMMENTS.

None.

24




ITEM 2.   PROPERTIES.

The corporate headquarters of the Company are located at 435 North Michigan Avenue, Chicago, Illinois. The general character, location and approximate size of the principal physical properties used by the Company on Dec. 31, 2006 are listed below. In total, the Company owns or leases transmitter sites, parking lots and other land aggregating approximately 1,100 acres in 92 separate locations. In addition to those properties listed below, the Company owns or leases an aggregate of approximately 2,732,000 square feet of office and production space in 289 locations. The Company also owns Wrigley Field, the 41,118-seat stadium used by the Chicago Cubs baseball team. The Company considers its various properties to be in good condition and suitable for the purposes for which they are used.

 

 

Approximate Area
in Square Feet

 

General Character of Property

 

 

 

Owned

 

Leased(1)

 

Publishing:

 

 

 

 

 

Printing plants, business and editorial offices, and warehouse
space located in:

 

 

 

 

 

Los Angeles, CA

 

656,000

 

1,353,000

 

Chicago, IL

 

1,583,000

(2)

89,000

 

Melville, NY

 

 

719,000

 

Baltimore, MD

 

10,000

 

875,000

 

Hartford, CT

 

173,000

 

337,000

 

Orlando, FL

 

374,000

 

81,000

 

Deerfield Beach, FL

 

320,000

 

44,000

 

Costa Mesa, CA

 

339,000

 

47,000

 

Irwindale, CA

 

 

325,000

 

Allentown, PA

 

222,000

 

 

Chatsworth, CA

 

 

52,000

 

Newport News, VA

 

251,000

 

22,000

 

Northlake, IL

 

 

246,000

 

Fort Lauderdale, FL

 

 

163,000

 

Oakbrook, IL

 

 

99,000

 

Stamford, CT

 

85,000

 

 

Miller Place, NY

 

85,000

 

 

Glens Falls, NY

 

 

59,000

 

Bel Air, MD

 

52,000

 

 

Columbia, MD

 

29,000

 

14,000

 

Greenwich, CT

 

24,000

 

 

Washington, DC

 

 

41,000

 

Williamsburg, VA

 

25,000

 

3,000

 

Broadcasting and entertainment:

 

 

 

 

 

Business offices, studios and transmitters located in:

 

 

 

 

 

Los Angeles, CA

 

309,000

 

65,000

 

Chicago, IL

 

132,000

 

 

New York, NY

 

 

121,000

 

Indianapolis, IN

 

79,000

 

 

Seattle, WA

 

68,000

 

 

Greenwood Village, CO

 

42,000

 

 

Maryland Heights, MO

 

 

39,000

 

Houston, TX

 

35,000

 

 

Dallas, TX

 

33,000

 

 

25




 

San Diego, CA

 

 

26,000

 

Hartford, CT

 

 

22,000

 

Philadelphia, PA

 

21,000

 

4,000

 

Sacramento, CA

 

24,000

 

 

Grand Rapids, MI

 

21,000

 

 

Hollywood, FL

 

20,000

 

 

York, PA

 

20,000

 

 

Beaverton, OR

 

14,000

 

 

Washington, DC

 

 

13,000

 


(1)       The Company has financed eight real properties, constituting 2,989,000 square feet from TMCT. This property financing arrangement was amended by Tribune and TMCT on Sept. 22, 2006, to extend the properties’ current fixed rental rate through Aug. 7, 2021. Under the terms of the amended financing agreement, the Company was granted an accelerated option to acquire the eight properties during the month of January 2008 for $175 million. The Company was also granted an option to acquire the leased properties from Feb. 8, 2008 to three months prior to the expiration of the amended lease at the higher of the fair market value or $195 million. See Note 7 to the consolidated financial statements in Item 8 for further discussion.

(2)       Includes Tribune Tower, an approximately 630,000 square foot office building in downtown Chicago, and Freedom Center, the approximately 943,000 square foot production center of the Chicago Tribune. Tribune Tower houses the Company’s corporate headquarters, the Chicago Tribune’s business and editorial offices, offices of various subsidiary companies and approximately 41,000 square feet of space leased to unaffiliated tenants. Freedom Center houses the Chicago Tribune’s printing, packaging and distribution operations.

ITEM 3.   LEGAL PROCEEDINGS.

The Company and its subsidiaries are defendants from time to time in actions for matters arising out of their business operations. In addition, the Company and its subsidiaries are involved from time to time as parties in various regulatory, environmental and other proceedings with governmental authorities and administrative agencies.

In February 2004, a purported class action lawsuit was filed in New York Federal Court by certain advertisers of Newsday and Hoy, New York, alleging that they were overcharged for advertising as a result of inflated circulation numbers at these two publications. The purported class action also alleges that entities that paid a Newsday subsidiary to deliver advertising flyers were overcharged. In July 2004, another lawsuit was filed in New York Federal Court by certain advertisers of Newsday alleging damages resulting from inflated Newsday circulation numbers as well as federal and state antitrust violations. The Company is vigorously defending these suits.

On June 17, 2004, the Company publicly disclosed that it would reduce its reported circulation for both Newsday and Hoy, New York for the 12-month period ending Sept. 30, 2003 and the six-month period ending March 31, 2004. The circulation adjustments were the result of a review of reported circulation at Newsday and Hoy, New York, conducted by the Company’s internal audit staff and the Audit Bureau of Circulations (“ABC”). Subsequent to the June 17th disclosure, the Company continued its internal review and found additional misstatements for these time periods, as well as misstatements that impacted the 12-month period ending Sept. 30, 2002. On Sept. 10, 2004, the Company announced additional revisions to the circulation figures for Newsday and Hoy, New York, for the 12-month period ending Sept. 30, 2003 and the six-month period ending March 31, 2004.

As a result of misstatements of reported circulation at Newsday and Hoy, New York, the Company recorded a total pretax charge of $90 million in 2004 as its estimate of the probable cost to settle with advertisers. The Company will continue to evaluate the adequacy of this charge on an ongoing basis (see Note 4 to the consolidated financial statements in Item 8).

26




In addition to the advertiser lawsuits, several class action and shareholder derivative suits were filed against the Company and certain of its current and former directors and officers as a result of the circulation misstatements at Newsday and Hoy, New York. These suits alleged breaches of fiduciary duties and other managerial and director failings under Delaware law, the federal securities laws and ERISA. The consolidated shareholder derivative suit filed in Illinois state court in Chicago was dismissed with prejudice on March 10, 2006, and the dismissal is currently being appealed to the Illinois State Court of Appeals. The consolidated securities class action lawsuit and the consolidated ERISA class action lawsuit filed in Federal District Court in Chicago were both dismissed with prejudice on Sept. 29, 2006, and the dismissals are currently being appealed to the United States Court of Appeals for the Seventh Circuit. The Company believes these suits are without merit and will continue to vigorously defend them.

On May 30, 2006, the Securities and Exchange Commission (“SEC”) concluded its inquiry into circulation practices at Newsday and Hoy, New York. In closing its inquiry, the SEC ordered the Company to cease and desist from violating statutory provisions related to its record keeping and reporting. No fines or other sanctions were levied against the Company. The Company consented to the order without admitting or denying any of the Commission’s findings. The SEC acknowledged the prompt internal investigation and remedial acts undertaken by the Company and the cooperation the Company afforded the Commission’s staff throughout its investigation.

The United States Attorney for the Eastern District of New York and the Nassau County District Attorney are continuing their inquiries into the circulation practices at Newsday and Hoy, New York. To date, nine former employees and contractors of Newsday and Hoy, New York, have pleaded guilty to various criminal charges in connection with the fraudulent circulation practices uncovered by the Company. The Company is cooperating fully with these inquiries. At the date of this report, the Company cannot predict with certainty the outcome of these inquiries.

In March 1997, the Company acquired Renaissance Communications Corp., a publicly traded company that owned six television stations, for $1.1 billion in cash. The stations acquired were KDAF-TV, Dallas, WSFL-TV, Miami, KTXL-TV, Sacramento, WXIN-TV, Indianapolis, WTIC-TV, Hartford, and WPMT-TV, Harrisburg. The FCC granted a 12-month waiver of its rule prohibiting television/newspaper cross-ownership in the same market, which relates to the WSFL-TV, Miami television station and the South Florida Sun-Sentinel newspaper. In March 1998, the FCC granted the Company a waiver extension to allow continued ownership of both WSFL-TV, Miami, and the South Florida Sun-Sentinel newspaper until the FCC concludes its review of the television/newspaper cross-ownership rule. As discussed below, the new television/newspaper cross-ownership rule adopted by the FCC in June 2003 permits Tribune to own the newspapers and broadcast licenses in all of its current cross-owned markets, including South Florida. However, also as discussed below, the new television/newspaper cross-ownership rule has been remanded to the FCC for further proceedings. Depending on the outcome of the FCC proceedings, the Company may require a waiver to allow continued ownership of both WSFL-TV, Miami, and the South Florida Sun-Sentinel.

In March 2000, as a result of the Times Mirror merger, the Company acquired the Los Angeles Times, Newsday, The Sun, Hartford Courant, The Morning Call, The Advocate, Greenwich Time and several smaller newspapers. Because the Times Mirror acquisition did not involve the transfer of any broadcast station licenses, approval of the FCC was not required to complete the transaction. Under the FCC’s television/newspaper cross-ownership rule in effect at the time of the merger, companies were generally prohibited from owning both a newspaper and a broadcast license in the same market. However, it was also the FCC’s policy to permit newly created television/newspaper combinations to be held until the next broadcast license renewal. As such, license renewals for three Tribune television properties—KTLA-TV, Los Angeles (renewal in 2006), WPIX-TV, New York (renewal in 2007) and WTIC-TV, Hartford (renewal in 2007), are affected by the Times Mirror acquisition under the old FCC media ownership rules. Accordingly, in its FCC license renewal applications, the Company has sought and expects to receive

27




waivers to allow continued ownership of both the Los Angeles Times and KTLA-TV, both Hartford Courant and WTIC-TV/WTXX-TV and both Newsday and WPIX-TV pending the outcome of the FCC proceeding.

In 2001, the Company received FCC authorization to operate television station WTXX-TV, Hartford. The FCC granted a so-called “failing station” waiver to allow common ownership of WTIC-TV, Hartford, and WTXX-TV, Hartford. In addition, the FCC granted a temporary six-month waiver of the newspaper-broadcast ownership prohibition. The temporary waiver has been extended until the FCC has completed its review of the renewal application for WTXX-TV. Should there be no timely relief forthcoming from the new television/newspaper cross-ownership rule, the Company will seek and expects to receive a waiver to allow continued ownership of both WTIC-TV, Hartford, and WTXX-TV, Hartford, and Hartford Courant.

In June 2003, the FCC adopted new media ownership rules, including a new television/newspaper cross-ownership rule. The new rule would eliminate the cross-ownership prohibition entirely in markets with nine or more television stations and permits combinations of one newspaper and one television station in markets having from four to eight television stations. Under this rule, the Company would be permitted to retain its newspaper and television operations in each of the five markets where it owns both—New York, Los Angeles, Chicago, South Florida, and Hartford. In September 2003, the United States Court of Appeals for the Third Circuit stayed the effectiveness of the new media ownership rules pending the outcome of appeals by advocacy groups challenging the new rules. In June 2004, the Third Circuit remanded the new rules to the FCC for further proceedings while keeping the stay in effect. In January 2005, the Company and other media companies filed a joint petition seeking United States Supreme Court review of the June 2004 Third Circuit remand. In June 2005, the Supreme Court declined to review the petition, without addressing the Constitutional arguments raised and without foreclosing additional appeals if the Company’s interests are not adequately addressed as part of the FCC’s remand proceeding. In June 2006, the FCC adopted a Further Notice of Proposed Rulemaking seeking comment on the issues raised by the Third Circuit in its stay and remand, including those relating to the FCC’s new television/newspaper cross-ownership rule. In October 2006, the Company filed comments in response to the FCC’s Further Notice of Proposed Rulemaking. While the Company remains optimistic that the cross-ownership ban will ultimately be loosened in major markets, it cannot predict with certainty the timing or the outcome of the FCC’s remand proceeding.

During 1998, Times Mirror, which was acquired by the Company in 2000, disposed of its Matthew Bender and Mosby subsidiaries in separate transactions, which were structured to qualify as tax-free reorganizations under the Internal Revenue Code. The Company believes these transactions were completed on a tax-free basis. However, the Internal Revenue Service (“IRS”) audited the transactions and disagreed with the position taken by Times Mirror. In the fourth quarter of 2001, the Company received an IRS adjustment to increase Times Mirror’s 1998 taxable income by approximately $1.6 billion. The Company filed a petition in United States Tax Court in November 2002 to contest the IRS position, and in December 2004, the Company presented its position in Tax Court.

In September 2005, the Tax Court issued an opinion contrary to the Company’s position and determined that the Matthew Bender transaction was a taxable sale. In January 2006, the Tax Court extended its opinion in the Matthew Bender case to the Mosby transaction given the similarity of the two transactions. Taxes and related interest for both the Matthew Bender and Mosby transactions total approximately $1 billion. Over time, deductions for state taxes and interest are expected to reduce the net cash outlay to approximately $840 million.

The Company has appealed the Tax Court ruling to the United States Court of Appeals for the Seventh Circuit. The Company does not expect a ruling before the second half of 2007. The Company cannot predict with certainty the outcome of this appeal.

28




Times Mirror established a tax reserve of $180 million in 1998 when it entered into the transactions. The reserve represented Times Mirror’s best estimate of the amount the expected IRS and state income tax claims could be settled for based upon an analysis of the facts and circumstances surrounding the issue. The Company maintained this initial reserve, plus interest, and evaluated the adequacy of the reserve on a periodic basis. As a result of the Tax Court ruling, the Company increased its tax reserve by an additional $609 million in the third quarter of 2005 by recording additional income tax expense of $150 million, representing additional after-tax interest applicable to the post-acquisition period, and goodwill of $459 million. On Sept. 30, 2005, the Company paid $880 million to the IRS, representing the federal tax and interest owed on the transactions, and financed the payment through the issuance of commercial paper. The Company made a related state tax and interest payment of approximately $86 million in February 2006. See Note 13 to the consolidated financial statements in Item 8.

The Company does not believe that any other matters or proceedings presently pending will have a material adverse effect on its consolidated financial position, results of operations or liquidity.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

29




PART II

ITEM 5.                MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The Company’s common stock is presently listed on the New York and Chicago stock exchanges. The high and low sales prices of the common stock by fiscal quarter for the two most recent fiscal years, as reported on the New York Stock Exchange Composite Transactions list, were as follows:

 

 

2006

 

2005

 

Quarter

 

 

 

High

 

Low

 

High

 

Low

 

First

 

$

31.84

 

$

27.79

 

$

42.37

 

$

38.59

 

Second

 

32.94

 

27.09

 

40.14

 

35.02

 

Third

 

34.28

 

28.66

 

39.56

 

34.53

 

Fourth

 

33.99

 

30.74

 

36.15

 

30.05

 

 

The following graph compares the five-year cumulative total return on Tribune common stock with the cumulative total return during the same period for companies included in the S&P 500 Stock Index and the S&P 500 Publishing and Printing Index. The S&P 500 Publishing and Printing Index includes Tribune Company, Dow Jones & Company, Inc., Gannett Co., Inc., The McGraw-Hill Companies, Inc., Meredith Corporation, and The New York Times Company. The S&P 500 Stock Index is comprised of 500 U.S. companies, including Tribune Company, in the industrial, transportation, utilities and financial sectors. Both the S&P 500 Stock Index and the Publishing and Printing Index are weighted by market capitalization.

GRAPHIC

 

 

2001

 

2002

 

2003

 

2004

 

2005

 

2006

 

Tribune Company

 

$

100.00

 

$

122.63

 

$

140.38

 

$

115.95

 

$

85.24

 

$

88.73

 

S&P 500

 

100.00

 

78.03

 

100.16

 

110.92

 

116.28

 

134.43

 

S&P 500 Publishing and Printing

 

100.00

 

106.57

 

126.41

 

122.76

 

107.23

 

123.42

 

 

At Feb. 16, 2007, there were 3,787 holders of record of the Company’s common stock. Quarterly cash dividends declared on common stock were $.18 per share for each quarter during 2006 and 2005. Total cash dividends declared on common stock by the Company were $195 million for 2006 and $225 million for 2005. The Company announced in February 2007 that its first quarter 2007 cash dividend would be $.18 per share.

30




Stock Repurchase Program—In 2000, the Company’s Board of Directors authorized the Company to repurchase $2.5 billion of its common stock. Through Dec. 25, 2005, the Company repurchased 56 million shares of its common stock at a cost of $2.3 billion under this authorization. In December 2005, the Board of Directors authorized additional repurchases of $1 billion (inclusive of $160 million of remaining authority under the 2000 stock repurchase authorization). In the first quarter of 2006, the Company repurchased an additional 5 million shares of its common stock at a cost of $138 million pursuant to this authorization. As of Dec. 31, 2006, the Company may repurchase an additional $862 million of its common stock pursuant to this authorization.

Modified “Dutch-Auction” Tender Offer—On May 30, 2006, the Company initiated a modified “Dutch Auction” tender offer to repurchase up to 53 million shares of its common stock at a price per share not greater than $32.50 and not less than $28.00. The tender offer closed on June 26, 2006, and the Company acquired 45,026,835 shares of its common stock at a price of $32.50 per share on July 5, 2006 before transaction costs. The Company also acquired 10 million shares of its common stock from the Robert R. McCormick Tribune Foundation and the Cantigny Foundation on July 12, 2006 at a price of $32.50 per share before transaction costs. In connection with the tender offer, the board of directors, in May 2006, also authorized the repurchase of an additional 12 million shares of the Company’s common stock commencing on the eleventh business day following the completion of the tender offer. In the third quarter of 2006, the Company repurchased an additional 11.1 million shares in the open market at a weighted average cost of $29.94 per share pursuant to this authorization. The Company does not intend to repurchase any additional shares of its common stock in the open market pursuant to the May 2006 authorization.

Repurchases during 2006, by fiscal period, were as set forth below (in thousands, except average cost). All repurchases during Period 7 and Period 8 were made in connection with the tender offer and pursuant to the May 2006 authorization.

 

 

Shares
Repurchased

 

Average
Cost

 

Total Number of
Shares Repurchased

 

Value of Shares
that May Yet be
Repurchased(1)

 

Period 1 (5 weeks ended Jan. 29, 2006)

 

 

1,000

 

 

$

30.46

 

 

57,426

 

 

 

$

969,520

 

 

Period 2 (4 weeks ended Feb. 26, 2006)

 

 

3,604

 

 

29.74

 

 

61,030

 

 

 

862,254

 

 

Period 3 (4 weeks ended March 26, 2006)

 

 

 

 

 

 

61,030

 

 

 

862,254

 

 

Period 4 (4 weeks ended April 23, 2006)

 

 

 

 

 

 

61,030

 

 

 

862,254

 

 

Period 5 (4 weeks ended May 21, 2006)

 

 

 

 

 

 

61,030

 

 

 

862,254

 

 

Period 6 (5 weeks ended June 25, 2006)

 

 

 

 

 

 

61,030

 

 

 

862,254

 

 

Period 7 (5 weeks ended July 30, 2006)

 

 

61,124

 

 

32.25

 

 

122,154

 

 

 

862,254

 

 

Period 8 (4 weeks ended Aug. 27, 2006)

 

 

4,956

 

 

29.79

 

 

127,110

 

 

 

862,254

 

 

Period 9 (4 weeks ended Sept. 24, 2006)

 

 

 

 

 

 

127,110

 

 

 

862,254

 

 

Period 10 (4 weeks ended Oct. 22, 2006)

 

 

 

 

 

 

127,110

 

 

 

862,254

 

 

Period 11 (4 weeks ended Nov. 19, 2006)

 

 

 

 

 

 

127,110

 

 

 

862,254

 

 

Period 12 (6 weeks ended Dec. 31, 2006)

 

 

 

 

 

 

127,110

 

 

 

862,254

 

 


(1)       Values of shares that may yet be repurchased at the end of Periods 6 through 12 do not include any amounts related to the additional 12 million shares of the Company’s common stock that the board of directors authorized for repurchase in May 2006.

ITEM 6.   SELECTED FINANCIAL DATA.

Selected financial data for the years 2002 through 2006 is contained under the heading “Five Year Financial Summary” on pages 126 and 127 and is derived from financial statements for those years. The information contained in the “Five Year Financial Summary” is not necessarily indicative of the results of operations to be expected for future years, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 and the consolidated financial statements and related notes thereto included in Item 8 of this Form 10-K which were audited by the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP.

31




ITEM 7.                MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion presents the significant factors that have affected the businesses of Tribune Company and its subsidiaries (the “Company”) over the last three years. This commentary should be read in conjunction with the Company’s consolidated financial statements and “Five Year Financial Summary,” which are also presented in this Form 10-K. Certain prior year amounts have been reclassified to conform with the 2006 presentation. These reclassifications had no impact on reported prior year total revenues, operating profit or net income.

FORWARD-LOOKING STATEMENTS

The discussion contained in this Item 7 (including, in particular, the discussion under “Overview”), the information contained in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” and the information contained in the subsequent notes to the consolidated financial statements, contain certain forward-looking statements that are based largely on the Company’s current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in the forward-looking statements including, but not limited to, the items discussed in Item 1A, “Risk Factors.” Such risks, trends and uncertainties, which in some instances are beyond the Company’s control, include: changes in advertising demand, circulation levels and audience shares; regulatory and judicial rulings; availability and cost of broadcast rights; competition and other economic conditions; changes in newsprint prices; changes in the Company’s credit ratings and interest rates; changes in accounting standards; adverse results from litigation, governmental investigations or tax-related proceedings or audits; the effect of labor strikes, lock-outs and negotiations; the effect of acquisitions, investments and divestitures; the effect of derivative transactions; the Company’s reliance on third-party vendors for various services; and the Company’s exploration of alternatives for creating additional value for shareholders. The words “believe,” “expect,” “anticipate,” “estimate,” “could,” “should,” “intend” and similar expressions generally identify forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements, which are being made as of the date of this filing. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

OVERVIEW

Tribune Company is a media and entertainment company, operating primarily in the United States, that conducts its operations through two business segments: publishing and broadcasting and entertainment. These segments reflect the manner in which the Company sells its products to the marketplace, manages its operations and makes business decisions. The Company’s media operations are principally in major metropolitan areas of the United States and compete against similar media and other types of media on both a local and national basis.

Publishing currently consists primarily of 11 daily newspapers, which include related businesses such as interactive websites. Publishing represented 74% of the Company’s consolidated revenues in 2006. About 80% of publishing revenues were derived from advertising. These revenues were generated from the sale of advertising space in published issues of the newspapers and on interactive websites. Approximately 14% of publishing revenues were generated from the sales of newspapers to individual subscribers or to sales outlets, which re-sell the newspapers. The remaining 6% of revenues came from a variety of activities including the syndication of columns, features, information and comics to newspapers, commercial printing operations, sales of entertainment listings and other publishing-related activities.

Publishing advertising revenues are comprised of three basic categories: retail, national and classified. Changes in advertising revenues are heavily correlated with changes in the level of economic activity in the

32




United States. Changes in Gross Domestic Product, consumer spending, auto sales, housing sales, unemployment rates, job creation, circulation levels and rates all impact demand for advertising in the Company’s newspapers. The Company’s advertising revenues are subject to changes in these factors both on a national level and on a local level in its markets.

Significant expense categories for publishing include compensation, newsprint and ink and other operating expenses. Compensation, which includes benefits expense and stock-based compensation expense in 2006, represented 41% of publishing’s consolidated operating expenses in 2006. Compensation expense is affected by many factors, including the level of merit increases, the number of full-time equivalent employees and changes in the design and costs of the Company’s various employee benefit plans. Newsprint and ink represented 15% of the 2006 operating expenses for publishing. The Company consumed approximately 697,000 metric tons of newsprint in 2006. Newsprint is a commodity and pricing can vary significantly between years. Other expenses comprised 44% of total operating expenses. These expenses are principally for the distribution of the newspaper, promotional activities and other general and administrative expenses. These expenses are typically subject to less variability.

Broadcasting and entertainment currently consists of 23 television stations, one radio station, the Chicago Cubs and Tribune Entertainment, a company that distributes its own programming together with programming licensed from third parties. Broadcasting and entertainment represented 26% of the Company’s consolidated revenues in 2006. About 78% of these revenues came from the sale of advertising spots in its television group. Changes in advertising revenues are heavily correlated with and influenced by changes in the level of economic activity in the United States. Changes in Gross Domestic Product, consumer spending levels, auto sales, programming content, audience share and rates all impact demand for advertising on the Company’s television stations. The Company’s advertising revenues are subject to changes in these factors both on a national level and on a local level in the markets in which it operates.

Significant expense categories for broadcasting and entertainment include programming expense, compensation and other expenses. Programming expense represented 34% of 2006 expenses. The level of programming expense is affected by the cost of programs available for purchase and the selection of programs aired by the Company’s television stations. Compensation expense represented 40% of broadcasting and entertainment’s 2006 expenses and is impacted by the same factors as noted for publishing. Other expenses represented 26% of total operating expenses and are for promotional activities and other station operating expenses.

The Company uses revenues and operating profit as ways to measure the financial performance of its business segments. The Company uses average net paid circulation for its newspapers and average audience share for its television stations as a means to measure its publishing and broadcasting and entertainment market shares and performance.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company’s significant policies are summarized in Note 1 to the Company’s consolidated financial statements in Item 8. These policies conform with accounting principles generally accepted in the United States of America and reflect practices appropriate to the Company’s businesses. The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its policies and estimates, including those related to income taxes, pension and postretirement benefits, broadcast rights, goodwill and other intangible assets, self-insurance liabilities, accounts receivable allowances and stock-based compensation.

Management has discussed with the Audit Committee of the Board of Directors the development, selection and disclosure of the critical accounting policies and estimates and the application of these

33




policies and estimates. In addition, there are other items within the financial statements that require estimation, but are not deemed to be critical accounting policies and estimates. Changes in the estimates used in these and other items could have a material impact on the financial statements.

Income Taxes

Provisions for federal and state income taxes are calculated on reported pretax earnings based on current tax laws and also include, in the current period, the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Taxable income reported to the taxing jurisdictions in which the Company operates often differs from pretax earnings because some items of income and expense are recognized in different time periods for income tax purposes. The Company provides deferred taxes on these temporary differences in accordance with Financial Accounting Standard (“FAS”) No. 109, “Accounting for Income Taxes.” Taxable income also may differ from pretax earnings due to statutory provisions under which specific revenues are exempt from taxation and specific expenses are not allowable as deductions. The Company establishes reserves for income tax when it is probable that one or more of the taxing authorities will challenge and disallow a position taken by the Company in its income tax returns and the resulting liability is estimable. The consolidated tax provision and related accruals include estimates of the potential taxes and related interest as deemed appropriate. These estimates are reevaluated and adjusted, if appropriate, on a quarterly basis. Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are unpredictable and could result in tax liabilities that are significantly higher or lower than that which has been provided by the Company. See Note 13 to the Company’s consolidated financial statements in Item 8 for additional information.

Pension and Other Postretirement Benefits

The Company provides defined benefit pension, postretirement health care and life insurance benefits to eligible employees under a variety of plans (see Note 14 to the Company’s consolidated financial statements in Item 8). Accounting for pension and other postretirement benefits requires the use of several assumptions.

Weighted average assumptions used in 2006 and 2005 in accounting for pension benefits and other postretirement benefits were:

 

 

Pension Plans

 

Other
Postretirement
Plans

 

 

 

2006

 

2005

 

2006

 

2005

 

Discount rate for expense

 

5.50

%

5.75

%

5.50

%

5.75

%

Discount rate for obligations

 

5.75

%

5.50

%

5.75

%

5.50

%

Increase in future salary levels for expense

 

3.50

%

3.50

%

 

 

Increase in future salary levels for obligations

 

3.50

%

3.50

%

 

 

Long-term rate of return on plans’ assets

 

8.50

%

8.50

%

 

 

 

The Company used a building block approach to determine its current 8.5% assumption of the long-term expected rate of return on pension plan assets. Based on historical market studies, the Company’s long-term expected returns for equity and fixed income securities approximate 10% and 6%, respectively. As of the date of this report, a 0.5% decrease in the Company’s long-term rate of return assumption would result in an $8 million increase in the Company’s net pension expense. In 2006, the pension plans’ assets earned a return of approximately 15%. The Company bases the rate used for discounting future benefit obligations and calculating interest cost on an index of Aa-rated corporate bonds. The duration of the bonds in this index approximates the timing of future payments for the Company’s benefit obligations.

34




In September 2006, the Financial Accounting Standards Board (“FASB”) issued FAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)” which requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which changes occur through comprehensive income. The Statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The Company adopted the provisions of FAS No. 158 as of Dec. 31, 2006. Prior to the adoption of FAS No. 158, the Company’s prepaid pension asset at Dec. 31, 2006 and Dec. 25, 2005 included an unrecognized net actuarial loss of $631 million and $870 million, respectively. A significant portion of this net actuarial loss resulted from the difference between the Company’s expected returns on plan assets and the actual losses on plan assets in 2002 and 2001. Expected returns on plan assets were $158 million and $176 million in 2002 and 2001, respectively; actual losses were $161 million and $113 million, respectively. Upon adoption of FAS No. 158, the Company recognized the $631 million of actuarial losses, net of tax, in the accumulated other comprehensive income (loss) component of shareholders’ equity at Dec. 31, 2006. In accordance with FAS No. 87, the actuarial loss will be recognized in net periodic pension expense over approximately 11 years, representing the estimated average remaining service period of active employees expected to receive benefits, with corresponding adjustments made to accumulated other comprehensive income (loss) in accordance with FAS No. 158. The Company’s policy is to incorporate asset-related gains and losses into the asset value used to calculate the expected return on plan assets and into the calculation of amortization of unrecognized net actuarial loss over a four-year period.

In December 2005, the pension benefits for former Times Mirror non-union and non-Newsday employees were frozen. As a result of the plan freeze, a pretax curtailment gain of $18 million ($13 million at publishing, $1 million at broadcasting and entertainment, and $4 million at corporate) was recorded. On March 31, 2006, the pension plan benefits for Newsday union and non-union employees were frozen.

The Company’s pension plans’ asset allocations at Dec. 31, 2006 and Dec. 25, 2005 were as follows (in millions):

 

 

Plan Assets

 

Asset Category

 

 

 

Dec. 31, 2006

 

Dec. 25, 2005

 

Equity securities

 

$

1,344

 

76.2

%

$

1,186

 

74.2

%

Fixed income securities

 

334

 

18.9

%

329

 

20.6

%

Other

 

86

 

4.9

%

83

 

5.2

%

Total

 

$

1,764

 

100

%

$

1,598

 

100

%

 

The Company’s current 2007 target allocation for pension plans’ assets are 75% in equity securities and 25% in fixed income securities and other.

For purposes of measuring 2006 postretirement health care costs, a 9.0% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2006. The rate was assumed to decrease gradually to 5% for 2010 and remain at that level thereafter. For purposes of measuring health care obligations at Dec. 31, 2006, a 9.0% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2007. The rate was assumed to decrease gradually to 5% for 2012 and remain at that level thereafter. On Dec. 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“Act”) were signed into law. The Act resulted in a $15 million reduction in the accumulated other postretirement obligations for prior service costs in 2004 and a $1 million reduction in net periodic postretirement benefit costs.

35




Assumed health care cost trend rates have a significant effe