Gary Weitman – Tribune Company – SVP, Corp Relations
Thank you. And good afternoon, everybody, and thanks for attending the call. I’m Gary Weitman, the company’s SVP for Corporate Relations. Joining us for the call are: Sam Zell, Tribune’s Chairman and CEO, Randy Michaels our Chief Operating Officer, and Chandler Bigelow, our CFO. As we have said before, during the course of 2008, we intend to provide timely periodic updates on our business results and trends. The purpose of this call is to do just that.

Sam will give you an overview of our business, some additional detail regarding our joint venture with Cablevision to operate Newsday, and the latest on the disposition of the Cubs and Wrigley Field. Chandler will review the company’s Q1 2008 financial results, and Randy will talk primarily about changes underway at our newspapers. We will use the remaining time for Q&A.

Before turning it other over to Sam, I want to remind you that today’s presentation will contain certain forward-looking information. Such information by its nature is based on facts, events, assumptions and uncertainties that are subject to change.

In evaluating such information, you are advised to review the cautionary statements regarding forward-looking information contained in the company’s May 8th, 2008, earnings press release and in the company’s SEC reports. And with that I will turn it over to Sam.

Sam Zell – Tribune Company – Chairman, CEO
Good afternoon, everybody. Thank you again for joining us. As you know we had a call about a month ago. This call is really kind of the first of the quarterly calls and will be followed roughly every 90 days from this point forward. Our goal however is once again is to disclose as much as possible, be as transparent as possible and provide you with whatever information is appropriate.

Our overall — our results are consistent with what we covered in our April call. Our print declines are on par with the industry, and year-over-year our broadcasting revenue growth is positive. In March, the publishing industry rate of decline in print ad revenue compared to last year accelerated due to the fact that Easter holiday hit in March rather than in April this year. And advertising is always light in Easter Sunday papers. In April the rate of decline in print and revenue came back a little from the March dip and since then has leveled off. Tribune total publishing advertising revenue was down 15% in the first quarter, reflecting the
continued decline of classified ads. Our classified advertising business which represents about 1/3 of our total publishing ad revenue contributed to about 2/3 of the advertising decline in the quarter. It is important to note that classified advertising cannot go below zero, and therefore, we are getting the “front end” of the transfer of classified ads to the internet.

Furthermore, while print classified advertising represents only about 17% of our total consolidated revenue it does represent about 3/4 of the decline. Employment and real estate classifieds have been particularly effected by the weak economy, with help wanted down 33% and real estate down 41%. Our national and retail advertising are fairing better than the broader print advertising and trend line, and broadcasting revenue results continue to increase moderately, up 3% in the first quarter. We are pleased with the continued progress we are making in this sector.

As you know, we have been active on the deal front since our last call. In May, we signed a definitive agreement with Cablevision to form a new partnership which will open and operate Newsday media growth. The assets in the aggregate include: Newsday paper, Newsday interactive and New York Star Community Publishing and Island Publications. The deal’s value to Tribune was $650 million. In addition, Tribune retained ownership of the associated real estate as well as the long-term lease on that real estate back to the Newsday joint venture. This is a strategic, tax-efficient deal, with a great partner. It gives us immediate liquidity and plays to Cablevision strength in the Long Island market. We expect this transaction will close in the third quarter. We have also signed a letter of intent with a large bank to establish an asset-based commercial paper program. We hope to have this program in place within the next few months. Together these deals provide us with approximately $900 million of liquidity and satisfy our principle amortization requirements through the year 2008.

That brings us to an update on the disposition of the Cubs and Wrigley Field. We finalized the books for the disposition of the team and Wrigley Field, and they are with the MLB for final approval. We expect they will go out to private buyers some time in the next week. Preliminary bids will be due, give or take 30 days, thereafter. Meanwhile we also continue to explore a public transaction for the Wrigley Field, but we do not do it at the expense of unnecessarily delaying any of our other options. Regardless of the direction of the deal, we are committed to maximizing the value of the assets. There’s never been a better time to market the team with the ball park. The Cubs are in first place and driving record attendance. To date this year we have sold more than three million tickets and we are recording record revenue. Team ratings on WGN and Comcast are also hitting records.

Stepping back to the big picture, the new leadership team we put in place at the Tribune is driving hard to change us as much as possible and as fast as possible. We continue to hear from employees directly and indirectly, and more and more they’re developing value added ideas, and just as importantly, taking the initiative to get them off the ground. We are changing the Tribune from inside out, and Randy will provide you with some more color on this in a moment. But first I will turn the call over to Chandler to cover our first quarter financials.

Chandler Bigelow – Tribune Company – CFO
Thanks, Sam, and good afternoon. As you know Tribune filed its first quarter 10Q and issued an earnings release back on May 8th. I don’t plan to review these results in too much detail, but rather summarize key points and give you an update on our financial covenant compliance and our current liquidity position. For the quarter, consolidated revenue was down 8% or about $95 million year-over-year. Publishing total revenue was off 11% and as Sam mentioned broadcasting and entertainment revenue was up 3%. Cash operating expenses before special items that are noted in our press are release were down 3% or $25 million in the quarter. Publishing cash expenses were down 4% or about $33 million primarily due to lower compensation and lower news print costs. Total publishing comp was down 4% due to a reduction of approximately 860 full time employee equivalents year-over-year, or about 5% of the publishing work force.

In terms of news print, total expense was down 18% reflecting mid teen declines in consumption and slightly lower pricing year-over-year. That said, prices are up on a sequential quarterly basis and we expect that for the full year prices would be up in the mid-teen range, but that our consumption would continue to decline and therefore mitigate those increases. The consumption declines are due in part to lower advertising demand and lower circulation, but also a number of strategic initiatives including web reduction and the use of lighter weight paper. Broadcasting and entertainment cash expenses were up $10 million primarily from higher rights fees due to our new syndicated programming which has performed well. So in total consolidated operating cash flow before special items was $189 million, down 27%.

I would point out a couple of things though. One in the first quarter, and on a go forward basis, our operating expenses include noncash ESOP retirement expense, which totaled about $11 million on a consolidated basis in the quarter. Also, on the equity income line, we reported $17 million of equity income, which is up over 30% year-over-year, but more importantly, we received $59 million in cash in the form of dividends from our equity investments in the quarter, which is also up over 30%. The first quarter is our strongest quarter from a cash flow perspective for these investments as we get the majority of our previous year’s income from our TV Food Network stake in the first quarter. So when you consider the cash dividends as well as the $11 million of noncash ESOP retirement expense that is imbedded in our operating expenses, our consolidated operating cash flow plus these two items totaled approximately $258 million in the quarter which is down about 15% year-over-year.

Turning to interest expense in the quarter, we had $263 million of bookings interest expense, but our cash interest expense in the quarter for covenant purposes was $242 million. In terms of capital expenditures, that totaled $23 million in the quarter, and for the full year we would expect that run rate would be representative throughout the remaining three quarters. I would also mention that since we last spoke we did complete the purchase of the TMCT real estate portfolio for $175 million, importantly we funded the majority of this purchase with approximately $155 million of cash proceeds from the sale of our Hollywood California studio lot as well as property we owned in Greenwich and Stamford, Connecticut. This transaction gives us ownership of important and strategic and valuable properties in Los Angeles, Baltimore, Long Island and Hartford and was structured through a lifetime exchange, which allowed us to defer capital gains on the transaction. In addition, since we had been leasing these properties from TMCT we eliminated $24 million of annual cash payments to TMCT now that we own the property.

Turning to our bank covenant adjusted EBITDA calculation, let me spend a moment to just give you the key components. As I mentioned consolidated operating cash flow for the quarter before special items was $189 million. If you add the $59 million of cash dividends we received from our equity investments, the $11 million of noncash ESOP retirement expense, about $4 million of interest income we booked in the quarter and a couple of smaller adjustments our adjusted EBITDA in the quarter totaled approximately $265 million. For trailing 12 month period ended March, our adjusted EBITDA stood at approximately $1.3 billion, and at the end of March our guaranteed debt was $10.6 billion, leverage ratio was approximately 8.1 times, interest
coverage ratio was approximately 1.9 times, both of which are in compliance with our covenants.

Finally in terms of liquidity, we ended the first quarter with about $250 million cash on the balance sheet and today that amount is up somewhat. In addition the announced Newsday transaction, the progress we making on our asset backed CP program, the delay draw feature in our credit facility, all of those things provide us with the necessary liquidity to satisfy our 2008 maturities.

And in addition I would note that we have not accessed our $750 million revolving credit facility. And with that I would turn it over to Randy.

Randy Michaels – Tribune Company – COO
Chandler, thank you. Let me give you some color on some of the things occurring since the last time we spoke and some of the initiates we have underway to address a financial situation that is probably a little tougher than we expected when we went into this. But we think that the opportunities that we saw are still there, and frankly, this environment gives us every incentive to speed up the process a little bit, and get where we need be a little bit quicker. And so we think we are moving quickly and we think that so far the results are good, but let me describe to you some of the things that are underway.

We didn’t talk about interactive much last time. You should know we are spending a lot of time here. We believe that much of our future depends on our ability to develop online businesses. If you want to take a peak at the future, we have a new platform up, but you won’t see all of the functionality, we don’t have the e-commerce and the linking, so forth turned on. But we are beating on what is a brand new platform and so far we haven’t within able to break it. It’s up at KPLR in St. Louis which is CW11TV.com. And this probably has the simplest to use back end of any platform we have seen, without much training anyone can get it and customize the look and feel. It is an extremely flexible platform that we think, and I’ll get into this in another call, maybe particularly after we have done it, it’s going to allow us to make a lot of money. We are also gearing up hiring some local sellers who will go after not advertising dollars, but promotion money, event money, and use the interactive space in a way that’s different from how we use print or broadcast media.

We on the broadcast sell time, in the print side we sell space. That’s what we have done on the web, that’s not where the big money is. We are gearing up, hiring the staff to go out and find that money to put a little more on developing the functionality. Our TV — television, if you follow the media sect, you know TV is tough. If you looked at Tribune, you wouldn’t be quite as aware of it. We think, with all of the publicly available numbers, we are leading the TV industry. That said, we are not starting from a great place, but that’s okay. We are up, and that’s due in part to some syndicating programming — in fact working — it is due to a very strong emphasis on direct local selling. We are seeing some very gratifying improvement even in the May sweeps. What we discovered when we got here was that most of our promotional time was being spent promoting low rated shows in the hopes of getting the ratings up. We are now spending our promotional time promoting high rating shows to make us some money and our news. And our May sweeps are being very good to us. In fact the number one news station in the morning in the top three markets, network or not, is WGN in Chicago. And so this is some really good ratings coming out for Tribune
company and obviously it will turn into money.

We have Fox in San Diego on August 1st. And you may have noticed and if not I call your attention to what used to be called the Superstation and is now WGN America, our cable station that’s on in 72 million homes. Ed Wilson, Sean Compton, Lee Abrams, Bill Shaw, and Carrie King, the creative director there who turns out to be just a genius has done a brilliant job in reimaging that station. They spent a lot of time, came up with a plan to execute by August 1st since we are operating in a purposely unreasonable time frame, we said, that’s great, but do it Memorial Day. And they did. And with very little other than reimaging and repackaging what’s in our library we are already seeing some real nice ratings gains. We started the Memorial weekend by packaging all of the Rocky movies and had a couple of hundred percent increase in ratings. This week we are doing some retro shows that in and of themselves wouldn’t make very good shows, but we ratings up since we put up Barney Miller, because you haven’t seen it for a long time.

Sunday night we start put your mind on rewind retro Sunday night shows, these are classic shows, cult shows, that have been rested for 10 or 20 years and they will be good for a minute before you say, oh gosh, this Sunday night you will see Newhart, the ’70s version, WKRP in Cincinatti and the Honeymooners. None of which have run on cable for a while. And those are the kind of shows that are, oh, wow, if we left them on long enough it might turn to, oh, (expletive), but we will put something else on next Sunday. So just those kind of tricks I think are going to increase our ratings. When I can make Sam grimace I realize I have done it.

On to print. We are actively pursuing a program to right size our newspaper. It occurs to us that only 12% of our business is gathering the news. 88% of our cost is in production, printing, distribution, and so forth. And so, we said how do we get those costs under control without hurting ourselves. So we have come at the metrics a lot of different ways and when you look at the number of ads in the newspaper. On some days the paper is 2/3 ads, but other days the number of ads is a lot less. And we decided, just as sort of an arbitrary starting point, that a paper looks pretty good at about 50% advertising. That’s ignoring the classified or the all ad sections. If you said there was a minimum number of editorial pages that each of our papers needs to get the consumers what they want and use that as sort of a floor, and then targeted producing 50% editorial content, sitting on a base of the advertising we have now, what you would find out is that we could take about 500 pages a week, 500 editorial pages a week, out of our newspapers and hit a 50/50 ad to content ratio. That means by the way that we are still putting out pretty big papers.

The “Chicago Tribune” is typically 80 page newspaper, the days that were 80 pages the “Wall Street Journal” is typically 48 pages. Nobody picks up the “Wall Street Journal” and says, “Wow, what a lousy paper, this is — I’ve been ripped off.” If we take for instance the “Los Angeles Times” to a 50/50 ratio, we will be limiting about 82 pages a week and we will still have the smallest paper be Monday and Tuesday it will be 56 pages. That would be substantially larger than that day’s “Wall Street Journal.” We don’t think that’s a bad value to the consumer and we think that by doing that, and then being able to produce less editorial content that we can take out very substantial — I think someone here’s going to blurt out a number. Very substantial, no, though very substantial money, we can save a lot of money by producing the right sized newspaper.

We’ve also done something that I guess is new, which is that we’ve looked at the productivity of our journalist. And this I guess is a new thing. We obviously look at the productivity of our salespeople, but nobody has ever said, how many column inches does a journalist write. Turns out the variability’s pretty great. And there’s a reason for some of that. It takes longer to do an investigative report for instance than to write AP copy or write up an obituary. But the — across our papers, for instance, the average journalist in Los Angeles does about 51 pages a year, but the average journalist in Hartford or Baltimore does over 300 pages a year. And then when you get the individuals you will find out that you can eliminate a fair number of people while eliminating not very much content. And so for the first time — and I understand that there are different, there are extenuating circumstances and factors that have to be taken into account. But we believe we can save a lot of money and not lose a lot of productivity. And so all I would say is if you work hard and you’re producing a lot for output for us, everything is great. But we think we have a way to right size the paper and significantly reduce our costs.

This is going to happen quickly. At the same time we roll out the new size paper, we’re going to roll out a new look and feel in each market, emphasizing what people are telling us they want in the research, charts, graphs, maps, lists. The first paper is the “Orlando Sentinel” on June 22nd, all will be rolled out by the end of September.

Sam Zell – Tribune Company – Chairman, CEO

Thank you, Randy. In closing, as you can tell by listening to Randy, and I promise you he’s underestimating the level of agressiveness with which we are attacking this whole challenge. We intend to fully develop all of the Tribune business opportunities and to execute on programs and processes that will for sure move the needle. It’s been five months, and the deeper we go the more opportunity we see, and the more look of awe we see on the people who can’t believe how much has been attacked within a relatively short period of time. We don’t intend to reduce the pace, if anything we are going to accelerate it.

We are feeling support from the vast majority of our employees. And they are demonstrating a real eagerness to be part of the transformation. They are attached to these various companies. There’s great loyalty to them, and part of our challenge is to take advantage of that. The Newsday partnership and asset-backed CP facility have generated the liquidity we need for 2008 and it relieved the financial pressure on the company. Obviously, we are very aware of all of our marks in terms of what we have to hit financially, we are comfortable that we are in good shape and we’re pretty comfort that we are on target to what we assumed
when we started this. We will continue to provide you with progress updates and look forward to speaking with you in the interim. Thanks again for joining us today for this update, and now I will flip it over to Gary for questions. Thank you.

Gary Weitman – Tribune Company – SVP, Corp Relations
Operator, we will turn it over to you for Q&A at this point. And we will give everybody a minute to punch in if they’re looking to ask a question.

Q&A

Joe Galzerano – Murray Capital – Analyst
Hi, Sam. Yesterday there were headlines about the Food Network, how talks were intensifying. Can you give us an update on that?

Sam Zell – Tribune Company – Chairman, CEO
I think the answer is that the Food Network is for sure an asset and a very, very valuable asset of the company. Under the right terms and conditions, it might in effect be part of our overall plans. We have no definitive offer. There have been conversations with a number of people with reference to it, and rest assured we will let you know as soon as we have something we can report. Is that enough of a (expletive) answer — does that answer your question?

Joe Galzerano – Murray Capital – Analyst
I figured it had to be asked.

Sam Zell – Tribune Company – Chairman, CEO
Well, okay. Well, I just wanted to make sure you got an answer that was appropriate to your question.

Joe Galzerano – Murray Capital – Analyst
Thank you.

Dan Haar – Hartford Courant – Editor
Hey. This is Dan Haar at the Hartford Courant. Question for Randy, you said, we have looked at the productivity of each of your journalist. I want to know how much detail you’ve looked at. Are you looking person to person, and does that mean that either you and Chicago or we in the various places in Hartford, I’m an editor here, will be responsible for enforcing a certain level of productivity among our reporters? How much granularity and detail does it get to?

Randy Michaels – Tribune Company – COO
It is granular to the individual, however, by job description. The decisions about individuals are not going to be made in Chicago. And, but we think it is helpful data for each of our publishers and everyone of our managers to have as we make decisions about how to right size the paper.

Dan Haar – Hartford Courant – Editor
Thank you.

Alex Clipper – Banc of America Securities – Analyst
Hi. It is Alex Clipper at Banc of America Securities. In terms of the CW and your affiliation with it, can you tell us what percent of your broadcast revenues come from the CW?

Sam Zell – Tribune Company – Chairman, CEO
We are having trouble hearing you. Could you get either closer to the phone or –

Alex Clipper – Banc of America Securities – Analyst
Can you hear me now? Okay. Apologies. Alex Clipper from Banc of America Securities. You guys are affiliated a number of your stations with the CW. I wanted to understand a little bit better what percent of your broadcast revenues came from the CW, and to what extent you guys may be hurt by the CW potentially disbanding? And if you could comment in general on the prospects for converting to other networks, particularly given your recent success with the Fox affiliate in San Diego.

Randy Michaels – Tribune Company – COO
Let me start with the last. I think the reason we converted to Fox was a one-off opportunity and I don’t see us converting networks on a wholesale basis. On the other hand, down a little of our revenue comes from the CW, it is frustrating a little. If they had better programming that would help us too. You should know that we are taking a proactive role in that. Two weeks ago, Ed Wilson and in fact, Nils Larson and I met with Les Moonves at CBS to talk about this. We got Les’s personal commitment to work on this. He asked for our input and we gave him a number of suggestions which we hope they’ll act on. We are going to give him more. For instance when CBS has a ball game that they can’t run, instead of auctioning it off, why don’t we put it on the CW and help the network that needs some help. We hope he does that. We hope he does a number of things. We are going to take a more active role in the CW and while we believe that given the commitment that we hear Les has, that the CW will continue. One of the many reasons that we have Ed Wilson on board, who as you may know has a very deep background in television programming, is that in the event we need to find alternatives we believe that we can put together stronger alternatives. We are certainly prepared for that either way it goes, either to make the CW better or to help participant in the next option.

Alex Clipper – Banc of America Securities – Analyst
And one follow up, somewhat unrelated. In terms of your real estate obviously there’s a fair amount of real estate value here, but to what extent does the downsizing of the publishing business in general free up some of your ability to actually monetize that real estate?

Sam Zell – Tribune Company – Chairman, CEO
I’m sorry. Can you repeat that one more time? I’m –

Alex Clipper – Banc of America Securities – Analyst
Sure. Can you hear me better?

Sam Zell – Tribune Company – Chairman, CEO
Much better. Yes. Thank you.

Alex Clipper – Banc of America Securities – Analyst
In terms of your real estate value, to what extent does the fact that you are downsizing the publishing business, is there any sense that you are freeing up some of your real estate to actually be monetized or is that not a factor?

Sam Zell – Tribune Company – Chairman, CEO
I think the answer is we are a media company, we are not a real estate company. We view all of our real estate to be assets that if better deployable, we should deploy accordingly. We have initiatives going on in Baltimore, Orlando, Chicago, Los Angeles, where we have very significant real estate holdings of measurable value. And we are working on and addressing the question of how we maximize those values. No qualms about moving units, we just recently moved our TV station into our newspaper in Fort Lauderdale, we’ve discussed the possibility of moving various pieces in Los Angeles, other places. This is not a real estate company. In the end we should have very little of our assets devoted to real estate.

Alex Clipper – Banc of America Securities – Analyst
Okay. Thanks.

Gary Weitman – Tribune Company – SVP, Corp Relations
We are just about out of time. So I think we will take one more question and then wrap up.

Hale Holden – Barclays Capital – Analyst
Hi. It is Hale Holden from Barclays Capital. I just had two questions. The first one for Sam. Can you talk a little bit about the potential to tax shelter some of the Cubs proceeds from the sale? And the second one for Randy. The broadcast revenue increase was notable given the declines that most of your peers came out. Was that basically solely due to the gains at WGN or was there other stuff going on there?

Sam Zell – Tribune Company – Chairman, CEO
I will answer your question. As I said when I discussed the Newsday transaction, we structured that as a partnership. It is tax efficient, and I think that we expect very little tax leakage in any other contemplated transactions going forward. We recognize the cost of triggering gains prematurely, and we will continue to structure the transactions to be tax effective. And you could assume that would also apply to the Cubs.

Hale Holden – Barclays Capital – Analyst
Thank you.

Randy Michaels – Tribune Company – COO
Yes, it is not primarily WGN. As you know, the big three of the big four networks have been hurt badly by the writers strike. Fox is getting some benefit. We have six of those stations, so we are picking up some of that. At the same time while we are affiliated with CW, one thing I want to keep reminding you is that CW is only a couple hours a night. We have 22 hours a day that we’re responsible for. And our programming in those 22 hours is actually up and our efforts to sell local time, and in particular local direct time, which doesn’t come through an agency is something we are emphasizing very heavily. I think I shared with you last time we had a couple of winners for the first quarter in and dinner with the managers, met Sam. We are really making a big deal of actually going out and creating our own lock and it is still working.

Hale Holden – Barclays Capital – Analyst
Appreciate taking the question. Thank you.

Sam Zell – Tribune Company – Chairman, CEO
I want to take this opportunity to thank everybody once again. If you didn’t get the message, this is still very much a work in process. We believe that we are headed in the right direction. We are very, very focused, everybody is deeply involved on a daily basis. Our goals are to win, and we are going to accept nothing less. Thank you very much.

:: :: ::

This document contains certain comments or forward-looking statements that are based largely on the company’s current expectations and are subject to certain risks, trends and uncertainties. Such comments and statements should be understood in the context of Tribune’s publicly available reports filed with the SEC, including the most current annual report, 10-K and 10-Q, which contain a discussion of various factors that may affect the company’s business. These factors could cause actual future performance to differ materially from current expectations. Tribune Company is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet service providers.