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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED JUNE 27, 2004

Commission file number 1-8572

TRIBUNE COMPANY
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

36-1880355
(I.R.S. Employer
Identification No.)

 

435 North Michigan Avenue, Chicago, Illinois
(Address of principal executive offices)

60611
(Zip code)


Registrant's telephone number, including area code:  (312) 222-9100

No Changes
(Former name, former address and former fiscal year, if changed since last report)

        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 /    /

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes / X /   No /    /

        At July 23, 2004 there were 318,281,734 shares outstanding of the Company’s Common Stock ($.01 par value per share), excluding 83,441,765 shares held by subsidiaries and affiliates of the Company.


PART I.   FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS.

TRIBUNE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands of dollars, except per share data)
(Unaudited)

Second Quarter Ended
First Half Ended
June 27, 2004
June 29, 2003
June 27, 2004
June 29, 2003
Operating Revenues   $ 1,495,931   $ 1,449,626   $ 2,828,248   $ 2,739,673  
  
Operating Expenses 
Cost of sales (exclusive of items shown below)  700,175   685,302   1,342,483   1,309,047  
Selling, general and administrative  417,186   337,022   775,310   670,124  
Depreciation  55,006   54,116   109,314   108,365  
Amortization of intangible assets  4,807   3,667   9,109   6,209  




Total operating expenses  1,177,174   1,080,107   2,236,216   2,093,745  




  
Operating Profit  318,757   369,519   592,032   645,928  
  
Net income/(loss) on equity investments  4,385   1,508   12   (7,506 )
Interest income  1,023   1,906   2,299   3,981  
Interest expense  (36,247 ) (50,651 ) (82,925 ) (101,598 )
Gain/(loss) on change in fair values of derivatives 
     and related investments  20,229   53,632   (25,272 ) 16,737  
Loss on early debt retirement  (140,506 )   (140,506 )  
Gain/(loss) on sales of subsidiaries and investments, net  (2,644 ) 1,984   18,874   51,938  
Loss on investment write-downs and other, net  (4,480 ) (3,609 ) (7,076 ) (3,837 )




  
Income Before Income Taxes  160,517   374,289   357,438   605,643  
Income taxes  (64,131 ) (144,787 ) (140,372 ) (234,989 )




  
Net Income  96,386   229,502   217,066   370,654  
Preferred dividends, net of tax  (2,077 ) (6,105 ) (4,154 ) (12,336 )




  
Net Income Attributable to Common Shares  $      94,309   $    223,397   $    212,912   $    358,318  




  
Earnings Per Share (Note 2): 
  
Basic  $           .29   $           .72   $           .65   $          1.16      




Diluted  $           .29   $           .67   $           .64   $          1.08      




Dividends per common share  $           .12   $           .11   $           .24   $            .22      





See Notes to Condensed Consolidated Financial Statements.


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TRIBUNE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars)
(Unaudited)

June 27, 2004
Dec. 28, 2003
Assets      
Current Assets 
Cash and cash equivalents  $      115,666   $      247,603  
Accounts receivable, net  844,982   867,145  
Inventories  65,393   46,109  
Broadcast rights, net  235,358   290,442  
Deferred income taxes  90,342   99,921  
Prepaid expenses and other  58,481   53,945  


Total current assets  1,410,222   1,605,165  
  
Property, plant and equipment  3,526,253   3,514,174  
Accumulated depreciation  (1,758,579 ) (1,726,271 )


Net properties  1,767,674   1,787,903  
  
Broadcast rights, net  262,336   359,039  
Goodwill  5,467,806   5,480,291  
Other intangible assets, net  3,165,066   3,152,325  
Time Warner stock related to PHONES debt  278,880   285,440  
Other investments  560,399   555,434  
Prepaid pension costs  888,781   892,414  
Other assets  147,916   162,141  


Total assets  $ 13,949,080   $ 14,280,152  



See Notes to Condensed Consolidated Financial Statements.


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TRIBUNE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars)
(Unaudited)

June 27, 2004
Dec. 28, 2003
Liabilities and Shareholders’ Equity      
Current Liabilities 
Long-term debt due within one year  $      421,773   $      193,413  
Contracts payable for broadcast rights  280,307   311,841  
Deferred income  134,373   91,576  
Accounts payable, accrued expenses and other current liabilities  592,741   667,051  


Total current liabilities  1,429,194   1,263,881  
  
PHONES debt related to Time Warner stock  559,040   535,280  
Other long-term debt (less portions due within one year)  1,786,957   1,846,337  
Deferred income taxes  2,245,602   2,224,762  
Contracts payable for broadcast rights  431,173   536,832  
Compensation and other obligations  835,855   844,936  


Total liabilities  7,287,821   7,252,028  
  
Shareholders' Equity 
Series C convertible preferred stock, net of treasury stock  44,260   44,260  
Series D-1 convertible preferred stock, net of treasury stock  38,097   38,097  
Series D-2 convertible preferred stock, net of treasury stock  24,510   24,510  
Common stock and additional paid-in capital  6,907,140   6,924,484  
Retained earnings  2,646,565   3,008,460  
Treasury common stock (at cost)  (3,010,667 ) (3,025,203 )
Accumulated other comprehensive income  11,354   13,516  


Total shareholders' equity  6,661,259   7,028,124  


Total liabilities and shareholders' equity  $ 13,949,080   $ 14,280,152  



See Notes to Condensed Consolidated Financial Statements.


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TRIBUNE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)
(Unaudited)

First Half Ended
June 27, 2004
June 29, 2003
Operations      
Net income  $ 217,066   $ 370,654  
Adjustments to reconcile net income to net cash provided 
   by operations: 
      (Gain)/loss on change in fair values of derivatives 
         and related investments  25,272   (16,737 )
      Loss on early debt retirement  140,506    
      Gain on sales of subsidiaries and investments, net  (18,874 ) (51,938 )
      Loss on investment write-downs and other, net  7,076   3,837  
      Depreciation  109,314   108,365  
      Amortization of intangible assets  9,109   6,209  
      Deferred income taxes  22,700   58,685  
      Tax benefit on stock options exercised  27,809   33,636  
      Other, net  (1,030 ) 37,891  


Net cash provided by operations  538,948   550,602  


  
Investments 
Capital expenditures  (88,571 ) (61,961 )
Acquisitions and investments  (31,970 ) (232,711 )
Proceeds from sales of subsidiaries and investments  35,126   67,237  


Net cash used for investments  (85,415 ) (227,435 )


  
Financing 
Proceeds from the issuance of commercial paper, net of repayments  828,145    
Repayments of long-term debt  (662,926 ) (274,934 )
Premium on early debt retirement  (137,331 )  
Sales of common stock to employees, net  71,978   103,420  
Repurchases of common stock  (602,865 ) (49,646 )
Dividends  (82,471 ) (80,195 )


Net cash used for financing  (585,470 ) (301,355 )


  
Net increase (decrease) in cash and cash equivalents  (131,937 ) 21,812  
  
Cash and cash equivalents, beginning of year  247,603   105,931  


  
Cash and cash equivalents, end of quarter  $ 115,666   $ 127,743  



See Notes to Condensed Consolidated Financial Statements.


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TRIBUNE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1:  BASIS OF PREPARATION

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for a fair statement of the financial position of Tribune Company and its subsidiaries (the “Company” or “Tribune”) as of June 27, 2004 and the results of their operations for the second quarters and first halves ended June 27, 2004 and June 29, 2003 and cash flows for the first halves ended June 27, 2004 and June 29, 2003. All adjustments reflected in the accompanying unaudited condensed consolidated financial statements are of a normal recurring nature. Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Certain prior year amounts have been reclassified to conform with the 2004 presentation. These reclassifications had no impact on reported 2003 total revenues, operating profit or net income.

NOTE 2:  EARNINGS PER SHARE

The computations of basic and diluted earnings per share (“EPS”) were as follows (in thousands, except per share data):


Second Quarter Ended
First Half Ended
June 27, 2004
June 29, 2003
June 27, 2004
June 29, 2003
Basic EPS: 
Net income  $   96,386   $ 229,502   $ 217,066   $ 370,654  
Preferred dividends, net of tax  (2,077 ) (6,105 ) (4,154 ) (12,336 )




Net income attributable to common shares  $   94,309   $ 223,397   $ 212,912   $ 358,318  
Weighted average common shares outstanding  324,296   310,530   326,799   308,748  




Basic EPS  $        .29   $        .72   $        .65   $       1.16  




  
Diluted EPS: 
Net income  $   96,386   $ 229,502   $ 217,066   $ 370,654  
Additional ESOP contribution required 
    assuming Series B preferred shares were 
    converted, net of tax    (2,409 )   (4,857 )
Dividends on Series C, D-1, and D-2 preferred 
    stock  (2,077 ) (2,063 ) (4,154 ) (4,126 )
LYONs interest expense, net of tax    1,324     2,884  




Adjusted net income  $   94,309   $ 226,354   $ 212,912   $ 364,555  




  
Weighted average common shares outstanding  324,296   310,530   326,799   308,748  
Assumed conversion of Series B preferred shares 
    into common shares    15,970     16,098  
Assumed exercise of stock options, net of 
    common shares assumed repurchased 
    with the proceeds  5,627   7,107   6,206   6,857  
Assumed conversion of LYONs debt securities    5,871     6,423  




Adjusted weighted average common shares 
    outstanding  329,923   339,478   333,005   338,126  




Diluted EPS  $        .29   $        .67   $        .64   $       1.08  




Basic EPS is computed by dividing net income attributable to common shares by the weighted average number of common shares outstanding during the period. Diluted EPS for the second quarter and first half of 2003 was computed assuming that the Series B convertible preferred shares and the LYONs debt securities had been converted into common shares as of the beginning of fiscal year 2003. The Series B convertible preferred shares were converted into approximately 15.4 million shares of common stock on Dec. 16, 2003, and the LYONs were converted into


6


approximately seven million shares of common stock during June 2003. In addition, in the second quarter and first half diluted EPS calculations, for both 2004 and 2003, weighted average common shares outstanding were adjusted for the dilutive effect of stock options. The Company’s stock options and convertible securities are included in the calculation of diluted EPS only when their effects are dilutive. In the 2004 and 2003 second quarter calculations of diluted EPS, 2.2 million shares in each year, related to the Company’s Series C, D-1 and D-2 convertible preferred stocks, and 10.3 million and 2.7 million shares, respectively, related to the Company’s outstanding options, were not included because their effects were antidilutive. In the 2004 and 2003 first half calculations of diluted EPS, 2.2 and 2.3 million shares, respectively, related to the Company’s Series C, D-1 and D-2 convertible preferred stocks, and 7.2 million and 2.7 million shares, respectively, related to the Company’s outstanding options, were not included because their effects were antidilutive.

NOTE 3:  NEWSDAY AND HOY, NEW YORK CHARGE

On Feb. 11, 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 which paid a Newsday subsidiary to deliver advertising flyers were overcharged. On July 21, 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 intends to vigorously defend these suits. Newsday is a morning newspaper published seven days a week and circulated primarily in Long Island, New York, and in the borough of Queens in New York City. Hoy, New York, is a Spanish language newspaper that is also published seven days a week.

On June 17, 2004, the Company publicly disclosed that it would reduce its reported September 2003 and March 2004 circulation for both Newsday and Hoy, New York. 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”). Since the June 17th disclosure, the Company’s continuing internal review has found additional misstatements for these time periods, as well as misstatements that impact 2001 and 2002.

As a result of the circulation misstatements for 2001 through 2004, the Company recorded a pretax charge of $35 million in selling, general and administrative expenses in the second quarter of 2004 as its estimate of the probable cost to settle with Newsday and Hoy, New York, advertisers based upon facts available at the date of this report. The Company will continue to evaluate the adequacy of this $35 million reserve on an ongoing basis as additional audit work is completed and negotiations with the advertisers proceed.

In addition, the Securities and Exchange Commission, the United States Attorney for the Eastern District of New York and the Nassau County District Attorney are conducting inquiries into the circulation practices at Newsday and Hoy, New York. 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.

On July 12, 2004, ABC announced that it was censuring Newsday and Hoy, New York, for improper circulation practices. For the next two years, ABC will be auditing Newsday and Hoy, New York, every six months, instead of annually, and Newsday and Hoy, New York, will not be able to publish their six-month circulation statistics prior to the completion of the ABC audits. In addition, both Newsday and Hoy, New York, must submit a plan to ABC for correcting their circulation practices. The Company intends to work with ABC to fully comply with the terms of the censure and does not believe the impact of the censure will be material. In addition, the Company’s internal auditors have begun a review of the circulation practices at all of the Company’s newspapers and Chicago magazine which will be completed as soon as practical.


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NOTE 4:  STOCK-BASED COMPENSATION

The Company accounts for its stock-based compensation plans in accordance with Accounting Principles Board (“APB”) Opinion No. 25 and related Interpretations. Under APB No. 25, no compensation expense is recorded because the exercise price of employee stock options equals the market price of the underlying stock on the date of grant. Under Financial Accounting Standard (“FAS”) No. 123, “Accounting for Stock-Based Compensation,” as amended by FAS No. 148, compensation cost is measured at the grant date based on the estimated fair value of the award and is recognized as compensation expense over the vesting or service period. Had compensation cost for these plans been determined consistent with FAS No. 123, the Company’s second quarter and first half net income and EPS would have been reduced to the following pro forma amounts (in thousands, except per share data):

Second Quarter Ended
First Half Ended
June 27, 2004
June 29, 2003
June 27, 2004
June 29, 2003
Net income, as reported   $   96,386   $ 229,502   $ 217,066   $ 370,654  
Less: pro forma stock-based employee 
    compensation expense, net of tax: 
       General option awards  (12,783 ) (14,339 ) (25,698 ) (27,531 )
       Replacement option awards  (4,637 ) (3,945 ) (9,712 ) (7,400 )
       Merit option awards        (202 )
       Employee stock purchase plan  (905 ) (959 ) (1,876 ) (1,862 )




Total pro forma stock-based employee 
    compensation expense, net of tax  (18,325 ) (19,243 ) (37,286 ) (36,995 )




  
Pro forma net income  78,061   210,259   179,780   333,659  
Preferred dividends, net of tax  (2,077 ) (6,105 ) (4,154 ) (12,336 )




Pro forma net income attributable to 
     common shares  $   75,984   $ 204,154   $ 175,626   $ 321,323  




  
Weighted average common shares 
     outstanding  324,296   310,530   326,799   308,748  
  
Basic EPS, as reported  $        .29   $        .72   $        .65   $       1.16  
Basic EPS, pro forma  $        .23   $        .66   $        .54   $       1.04  
  
Adjusted weighted average 
     common shares outstanding  329,923   339,478   333,005   338,126  
  
Diluted EPS, as reported  $        .29   $        .67   $        .64   $       1.08  
Diluted EPS, pro forma  $        .23   $        .61   $        .53   $        .97  

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In determining the pro forma compensation cost under the fair value method of FAS No. 123, using the Black-Scholes option pricing model, the following weighted average assumptions were used for general awards and replacement options:

Second Quarter Ended
June 27, 2004
June 29, 2003
General
Awards

Replacement
Options

General
Awards

Replacement
Options

Risk-free interest rate   3.2% 1.7% 2.8% 1.5%
Expected dividend yield  1.0% 1.0% 1.0% 1.0%
Expected stock price volatility  30.6% 25.3% 32.7% 29.7%
Expected life (in years)  5   2   5   2   . 
Weighted average fair value  $     13.68 $       7.18 $     14.69 $       8.24

 

First Half Ended
June 27, 2004
June 29, 2003
General
Awards

Replacement
Options

General
Awards

Replacement
Options

Risk-free interest rate   3.2% 1.7% 2.8% 1.5%
Expected dividend yield  1.0% 1.0% 1.0% 1.0%
Expected stock price volatility  31.1% 25.7% 32.7% 29.7%
Expected life (in years)  5   2   5   2  
Weighted average fair value  $     15.46 $       7.56 $     13.90 $       8.07

NOTE 5:  PENSION AND POSTRETIREMENT BENEFITS

The components of net periodic benefit cost (credit) for Company-sponsored plans for the second quarter were as follows (in thousands):

Pension Benefits
Second Quarter Ended

Other Postretirement Benefits
Second Quarter Ended

June 27, 2004
June 29, 2003
June 27, 2004
June 29, 2003
Service cost   $   5,309   $   4,568   $    453   $   649  
Interest cost  20,139   19,655   1,827   2,966  
Expected return on plans' assets  (32,775 ) (34,483 )    
Recognized actuarial loss  11,137   6,077   (34 )  
Amortization of prior service costs  (458 ) (465 ) (450 ) 2  
Amortization of transition asset  (1 ) (212 )    




Net periodic benefit cost (credit)  $   3,351   $(4,860 ) $ 1,796   $3,617  





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The components of net periodic benefit cost (credit) for Company-sponsored plans for the first half were as follows (in thousands):


Pension Benefits
First Half Ended

Other Postretirement Benefits
First Half Ended

June 27, 2004
June 29, 2003
June 27, 2004
June 29, 2003
Service cost   $ 10,546   $   9,136   $    920   $1,298  
Interest cost  40,171   39,310   4,754   5,932  
Expected return on plans' assets  (65,571 ) (68,966 )    
Recognized actuarial loss  22,233   12,154      
Amortization of prior service costs  (917 ) (930 ) (589 ) 4  
Amortization of transition asset  (2 ) (424 )    




Net periodic benefit cost (credit)  $   6,460   $(9,720 ) $ 5,085   $7,234  





For the year ended Dec. 26, 2004, the Company plans to contribute $6 million to certain of its union and non-qualified pension plans and $17 million to its other postretirement benefit plans. As of June 27, 2004, $3.7 million of contributions have been made to its union and non-qualified pension plans and $8.6 million of contributions have been made to its other postretirement benefit plans.

NOTE 6:  NON-OPERATING ITEMS

The second quarter and first half of 2004 included several non-operating items, summarized as follows (in thousands):


Second Quarter Ended
June 27, 2004

First Half Ended
June 27, 2004

Pretax
Gain (Loss)

After-tax
Gain (Loss)

Pretax
Gain (Loss)

After-tax
Gain (Loss)

Gain/(loss) on change in fair values          
  of derivatives and related investments  $   20,229   $ 12,340   $(25,272 ) $(15,416 )
Loss on early debt retirement  (140,506 ) (87,549 ) (140,506 ) (87,549 )
Gain/(loss) on sales of subsidiaries and 
  investments, net  (2,644 ) (1,613 ) 18,874   11,513  
Loss on investment write-downs and other, net  (4,480 ) (2,733 ) (7,076 ) (4,316 )




Total non-operating items  $(127,401 ) $(79,555 ) $(153,980 ) $(95,768 )




The 2004 second quarter and first half change in the fair values of derivatives and related investments related entirely to the Company’s PHONES and related Time Warner investment. In the second quarter of 2004, the $20 million non-cash pretax gain resulted from a $10 million decrease in the fair value of the derivative component of the Company’s PHONES and a $10 million increase in the fair value of 16.0 million shares of Time Warner common stock. In the first half of 2004, the $25 million non-cash pretax loss resulted from a $19 million increase in the fair value of the derivative component of the PHONES and a $6 million decrease in the fair value of 16.0 million shares of Time Warner common stock.

In the second quarter of 2004, the Company redeemed all of its outstanding $400 million ($396 million net of unamortized discount) 7.45% debentures due 2009 and retired $66 million ($64 million net of unamortized discount) of its 7.25% debentures due 2013 and $165 million ($160 million net of unamortized discount) of its 6.61% debentures due 2027 through cash tender offers. The Company paid approximately $760 million to retire this debt and, as a result, recorded a one-time, pretax loss of $141 million in the second quarter of 2004. The Company funded these transactions with cash and the issuance of commercial paper.

In the first half of 2004, the gain on sales of subsidiaries and investments related primarily to the sale of the Company’s 50% interest in La Opinión for $20 million, resulting in a pretax gain of $18 million.


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The second quarter and first half of 2003 also included several non-operating items, summarized as follows (in thousands):


Second Quarter Ended
June 29, 2003

First Half Ended
June 29, 2003

Pretax
Gain (Loss)

After-tax
Gain (Loss)

Pretax
Gain (Loss)

After-tax
Gain (Loss)