Tribune Media Company Reports Third Quarter 2015 Results

Tribune Media Company Reports Third Quarter 2015 Results

Increases in Retransmission Revenues, Carriage Fees and Core Advertising Strength Continue to Accelerate Growth

NEW YORK, Nov. 10, 2015 /PRNewswire/ -- Tribune Media Company (the "Company") (NYSE: TRCO) today reported its results for the three months and nine months ended September 30, 2015.

Third Quarter Financial Highlights (each as compared to the three months ended September 28, 2014)


-- Consolidated operating revenue grew 3% to $488.6 million.
-- Excluding political revenues, consolidated operating revenue grew 7% to
$483.0 million.
-- Television and Entertainment segment revenue grew 3% to $429.7 million,
driven by increased core advertising (excluding political revenues) and
increased carriage and retransmission consent fees.
-- Basic and diluted earnings per share from continuing operations of
$0.29.
-- Consolidated operating profit decreased 30% to $38.8 million.
-- Consolidated Adjusted EBITDA decreased 13% to $112.1 million, primarily
due to a decrease in political advertising due to 2015 being an
off-cycle political year.
-- Cash distributions received from equity investments of $32.0 million.
-- Quarterly cash dividend declared of $0.25 per common share.
Strategic Highlights


-- Broadcast Stations
-- Core advertising (comprised of local and national advertising
revenues, excluding political revenues) grew at a rate of 4.3% for
the third quarter despite 40 fewer NFL games due to the season
starting one week later as compared to third quarter 2014.
-- Increased revenue market share in top three markets by an average of
more than 1%.
-- Continued increase in rates for local TV retransmission, driving a
20% increase in fees in the third quarter.
-- WGN America
-- Conversion of WGN America from superstation to cable network
continues to be ahead of schedule with full conversion expected
before the end of 2015. The network will reach more than 80 million
subscribers in January 2016.
-- 39% increase in carriage fees in the third quarter driven by an
increase in rates and greater distribution.
-- Digital and Data
-- Revenue growth of 7% in the third quarter driven by acquisitions.
"Our solid third quarter results reflect the consistent focus we have on our long-term growth strategies," said Peter Liguori, Tribune Media's President and Chief Executive Officer. "We delivered growth across all our key revenue streams - advertising, carriage fees and retransmission fees -- and converted WGN America to a basic cable network 18 months ahead of our initial schedule.

"We see clear and compelling evidence that sports and news programming, especially in major markets, continues to accelerate the growth of our local station business. Our investment in high-quality original content is driving revenue growth now via increased carriage fees for WGN America and is expected to do so in the future through a series of distribution platforms.

"As a result of these focused initiatives, we continue to generate value for our MVPD and advertising partners, and create highly appealing programming for our audiences.

"In the near term, we are seeing encouraging trends in the advertising marketplace and believe we are well positioned to reach the upper half of our consolidated Adjusted EBITDA guidance range for 2015.

"Looking to the future, we are confident that we have the right strategies in place to continue to deliver strong operating results as well as return long-term sustainable value to our shareholders."

Third Quarter and Year-to-Date 2015 Results

Consolidated

Consolidated operating revenues for the third quarter of 2015 were $488.6 million compared to $474.9 million in the third quarter of 2014, representing an increase of $13.7 million, or 3%.

For the nine months ended September 30, 2015, consolidated operating revenues were $1,462.9 million compared to $1,395.9 million in the nine months ended September 28, 2014, representing an increase of $66.9 million, or 5%.

Consolidated operating profit for the third quarter of 2015 decreased $16.5 million to $38.8 million, from $55.3 million in the third quarter of 2014. For the nine months ended September 30, 2015, consolidated operating profit decreased $18.2 million to $119.5 million from $137.7 million in the nine months ended September 28, 2014.

Basic and diluted earnings per common share from continuing operations for the third quarter of 2015 were $0.29 compared to $0.53 for the third quarter of 2014.

Consolidated Adjusted EBITDA decreased to $112.1 million from $128.4 million in the third quarter of 2014, representing a decrease of $16.3 million, or 13%. The decline is primarily attributable to a decrease in net political advertising of $16.7 million due to 2015 being an off-cycle political year.

For the nine months ended September 30, 2015, consolidated Adjusted EBITDA decreased $63.3 million, or 16%, to $333.4 million as compared to $396.8 million in the nine months ended September 28, 2014.

Cash distributions from equity investments in the third quarter of 2015 were $32.0 million compared to $17.7 million in the third quarter of 2014. Cash distributions for the nine months ended September 30, 2015 were $161.1 million compared to $333.0 million for the nine months ended September 28, 2014. The increase in the three months ended September 30, 2015 was due to a $16.0 million cash distribution from CareerBuilder, LLC. Cash distributions in the nine months ended September 28, 2014 included $159.6 million from Classified Ventures, LLC in connection with the sale of its Apartments.com business as well as a one-time distribution of $12.4 million received in the first quarter of 2014 related to the previously calculated Television Food Network, G.P. management fees for years 2011 and 2012.

Television and Entertainment Segment

Television and Entertainment segment revenues were $429.7 million in the third quarter of 2015, compared to $418.3 million in the third quarter of 2014, an increase of $11.4 million, or 3%, and were comprised of:


-- Advertising revenues of $319.5 million as compared with $321.9 million
in the third quarter of 2014, representing a decrease of $2.4 million,
or 1%. Core advertising (comprised of local and national advertising
revenues, excluding political revenues) increased by $12.1 million, or
4.3%. Offsetting the increase in core advertising was a decrease in net
political advertising of $16.7 million due to 2015 being an off-cycle
political year.
-- Local station retransmission consent fees of $69.9 million in the third
quarter of 2015, representing an increase of $11.8 million, or 20%, from
$58.1 million in the third quarter of 2014, as a result of contract
renewals with distribution partners at higher rates that became
effective in late 2014.
-- Carriage fees of $19.5 million in the third quarter of 2015 compared to
$14.0 million in the third quarter of 2014, representing an increase of
$5.5 million, or 39%, as a result of obtaining higher rates for WGN
America distribution.
Television and Entertainment segment revenues for the nine months ended September 30, 2015 were $1,285.6 million, compared to $1,245.5 million for the nine months ended September 28, 2014. Specifically:


-- Advertising revenues were $953.8 million for the first nine months of
2015, a decrease of $3.8 million, or less than 1%, as compared to
advertising revenues of $957.6 million in the first nine months of 2014.
Core advertising (comprised of local and national advertising revenues,
excluding political revenues) increased by $13.2 million, or 1.5%.
Offsetting the increase in core advertising was a decrease in political
advertising of $23.8 million due to 2015 being an off-cycle political
year.
-- Local station retransmission consent fees were $208.8 million, as
compared to $170.8 million in the first nine months of 2014,
representing an increase of $38.0 million, or 22%, as a result of
contract renewals with distribution partners that became effective in
late 2014.
-- Carriage fees were $62.7 million, as compared to $42.7 million,
representing an increase of $20.0 million, or 47%, as a result of
obtaining higher rates for WGN America distribution.
Television and Entertainment Adjusted EBITDA for the third quarter of 2015 was $122.5 million, compared to $132.7 million in the third quarter of 2014. Television and Entertainment Adjusted EBITDA was unfavorably impacted primarily by lower political revenues and increased programming expenses. Television and Entertainment Broadcast Cash Flow for the third quarter of 2015 was $108.0 million, compared to $107.8 million in the third quarter of 2014.

For the nine months ended September 30, 2015, Television and Entertainment Adjusted EBITDA was $361.8 million, as compared to $413.0 million for the nine months ended September 28, 2014, a decrease of $51.3 million. For the nine months ended September 30, 2015, Television and Entertainment Broadcast Cash Flow was $328.4 million, as compared to $371.0 million for the nine months ended September 28, 2014, a decrease of $42.6 million.

Digital and Data Segment

Digital and Data segment revenues in the third quarter of 2015 were $46.6 million, compared to $43.4 million in the third quarter of 2014, an increase of $3.1 million, or 7%. This increase included the acquisitions of HWW and Baseline, which were consummated in the second half of 2014, as well as the acquisitions of Infostrada Sports, SportsDirect, Covers and Enswers Inc., all of which were acquired in the second quarter of 2015, and the favorable impact of the additional month in 2015 of Gracenote, which was acquired in January 2014, partially offset by lower music revenues. For the nine months ended September 30, 2015, Digital and Data segment revenues were $140.4 million, an increase of $31.7 million, as compared to $108.7 million for the nine months ended September 28, 2014.

Digital and Data Adjusted EBITDA was $6.4 million in the third quarter of 2015, compared to $9.8 million in the third quarter of 2014, a decrease of $3.4 million. For the nine months ended September 30, 2015, Digital and Data Adjusted EBITDA was $25.6 million compared to $13.9 million in the nine months ended September 28, 2014.

Corporate and Other

Real estate revenues for the third quarter of 2015 were $12.3 million compared to $13.1 million in the third quarter of 2014, representing a decrease of $0.8 million, or 6%, due primarily to a reduction in space leased by Tribune Publishing Company at several properties and the sale of the production facility and land in Baltimore, MD in December 2014. Real estate revenues for the nine months ended September 30, 2015 were $36.8 million, compared to $41.8 million for the nine months ended September 28, 2014, representing a decrease of $4.9 million, or 12%.

The Company has recently decided to accelerate the monetization of its real estate portfolio. It has already begun a sales process for two marquee properties, the Tribune Tower in Chicago and north block of the Los Angeles Times Square property located in Los Angeles. The Company expects to broaden this sales activity to numerous other properties to take advantage of robust market conditions although there can be no assurance that any such divestiture can be completed in a timely manner, on favorable terms or at all.

Corporate and Other Adjusted EBITDA for the third quarter of 2015 represented a loss of $16.8 million, compared to a loss of $14.1 million in the third quarter of 2014. The increase in losses was primarily a result of increased corporate costs driven by the implementation of improved technology applications, as well as the establishment of new shared services operations following the separation from Tribune Publishing systems in connection with the Company's spin-off of its principal publishing operations in August 2014. For the nine months ended September 30, 2015, Corporate and Other Adjusted EBITDA represented a loss of $53.9 million, compared to a loss of $30.1 million for the nine months ended September 28, 2014.

Stock Repurchase Program

In October 2014, the Company announced a $400 million stock repurchase program. Since inception of the program, the Company has repurchased an aggregate 5.8 million shares of the Company's Class A common stock in open market transactions for an aggregate purchase price of approximately $333 million. During the third quarter of 2015, the Company repurchased approximately 1.5 million shares of the Company's Class A common stock in open market transactions for $80 million. During the nine months ended September 30, 2015, the Company repurchased approximately 4.7 million shares of the Company's Class A common stock in open market transactions for $265 million. As of November 10, 2015, the remaining authorized amount under the program totaled approximately $67 million.

Sale of Partnership Interest

On September 2, 2015, the Company sold its 3% interest in Newsday Holdings LLC ("NHLLC") to CSC Holdings LLC, the current majority owner of NHLLC for $8 million and recognized a $3 million non-operating gain in connection with the sale. The Company's deferred tax liability of $101 million became payable upon the consummation of the sale and the Company expects to make this tax payment prior to the end of 2015.

Quarterly Dividend

On November 4, 2015, the Company's Board of Directors declared a quarterly cash dividend of $0.25 per share on the Company's Class A common stock and Class B common stock. In addition, holders of the Company's outstanding warrants will receive a cash payment equal to the amount of the dividend paid per share of common stock for each share of common stock such warrants are exercisable into. The dividend is payable on December 7, 2015 to stockholders and warrant holders of record at the close of business on November 20, 2015. This is the third quarterly dividend declared under the Board of Director's dividend program announced on March 6, 2015. Future dividends will be subject to the discretion of the Company's Board of Directors.

Financial Guidance

The following represents the Company's financial guidance for the full year 2015. The following statements, by their nature, are forward-looking and are subject to substantial risks and uncertainties, which are discussed below under "Cautionary Statement Regarding Forward-Looking Statements", and may differ materially from our actual results.

The Company is reaffirming guidance related to its 2015 full year consolidated performance.

Consolidated


-- Net Revenues: $2.00 billion to $2.03 billion
-- Adjusted EBITDA: $480 million to $495 million
Television and Entertainment Segment


-- Total Net Revenues: $1.75 billion to $1.77 billion
-- Core Advertising (local and national advertising revenues): Low to
mid-single digit increases over 2014
-- Retransmission Consent Fees: $281 million to $284 million
-- Previous guidance of $275 million to $277 million
-- Cable Network Carriage Fees: $85 million to $87 million
-- WGN America / Tribune Studios Programming Expenses: $(150) million to
$(160) million
-- Adjusted EBITDA: $500 million to $515 million
Digital and Data Segment


-- Net Revenues: $200 million to $205 million
-- Adjusted EBITDA: $46 million to $48 million
Corporate and Other


-- Real Estate Revenues: approximately $49 million
-- Previous guidance of approximately $50 million
-- Real Estate Expenses: approximately $26 million
-- Previous guidance of approximately $(30) million
-- Corporate Expenses, excluding stock-based comp: $(95) million to $(97)
million
-- Previous guidance of $(86) million to $(88) million
-- Adjusted EBITDA: $(72) million to $(74) million
-- Previous guidance of $(66) million to $(68) million
Key Cash Flow Metrics


-- Capital Expenditures: Total of $100 million, including approximately $50
million of non-recurring capital expenditures
-- Cash Taxes((1)): $95 million to $100 million
-- Cash Interest: approximately $130 million
-- Depreciation & Amortization: approximately $260 million
-- Stock-based Compensation: approximately $35 million




(1) Cash taxes excludes a tax payment of
approximately $252 million related to the
gain on the sale of Classified Ventures in
the fourth quarter of 2014, paid in the
first quarter of 2015. Also excluded from
guidance is a tax payment of approximately
$101 million related to the September 2,
2015 sale of the Company's interest in NHLLC
to CSC Holdings LLC which the Company
expects to make prior to the end of 2015.
Long Term Outlook

Management expects strong growth in Consolidated Net Revenue and Consolidated Adjusted EBITDA in 2016 including a robust political advertising season. However, at this time the Company is not re-affirming its previously provided 2016 Consolidated Adjusted EBITDA growth rate of greater than 30 percent.

A number of factors may impact the Company's 2016 Consolidated Adjusted EBITDA growth rate expectations. These include whether favorable fourth quarter 2015 core advertising trends continue into 2016, and the progress of the Company's real estate monetization process. This process, which is expected to generate proceeds for the Company, may also decrease rental income and increase rental expense. The Company plans to provide an update with respect to 2016 Consolidated Adjusted EBITDA when it announces its fourth quarter results.

The Company currently expects the following for the period of 2016 - 2019:


-- WGN America and Tribune Studios revenue growth to be greater than
20% annually
-- WGN America and Tribune Studios programming expenses approximating
50% of net revenues
-- Digital and Data net revenue growth of 10% to 12% annually
-- Digital and Data Adjusted EBITDA margins growing to low 30% range
Conference Call Information

The Company will host a conference call today at 8:30 a.m. ET to discuss its third quarter results and a presentation deck will be posted to our website in advance of the call. The conference call can be accessed on the Investor Relations homepage of Tribune Media's website at www.tribunemedia.com, or by dialing (888) 317-6003 (domestic) or (412) 317-6061 (international). The confirmation code is 5539421.

An audio webcast replay will be available in the Events and Presentations section of the Tribune Media website approximately one hour after completion of the call. A replay of the call will also be available until November 18, 2015 at (877) 344-7529 (domestic) or (412) 317-0088 (international). The confirmation code for the replay is 10074794.

Tribune Media Company (NYSE: TRCO) is home to a diverse portfolio of television and digital properties driven by quality news, entertainment and sports programming. Tribune Media is comprised of Tribune Broadcasting's 42 owned or operated local television stations reaching over 50 million households, national entertainment network WGN America, available in approximately 73 million households, Tribune Studios, and Gracenote, one of the world's leading sources of TV and music metadata powering electronic program guides in televisions, automobiles and mobile devices. Tribune Media also includes Chicago's WGN-AM and the national multicast networks Antenna TV and THIS TV. Additionally, the Company owns and manages a significant number of real estate properties across the U.S. and holds other strategic investments in media. For more information please visit www.tribunemedia.com.

Non-GAAP Financial Measures

This press release includes a discussion of Adjusted EBITDA for the Company and our operating segments (Television and Entertainment, Digital and Data, and Corporate and Other) and presents Broadcast Cash Flow for our Television and Entertainment segment. Adjusted EBITDA and Broadcast Cash Flow are financial measures that are not recognized under accounting principles generally accepted in the U.S. ("GAAP"). Adjusted EBITDA for the Company is defined as net income before income (loss) from discontinued operations, net of taxes, income taxes, investment transactions, interest and dividend income, interest expense, pension expense (credit), equity income and losses, depreciation and amortization, stock-based compensation, certain special items (including severance), non-operating items, gain (loss) on sales of real estate and reorganization items. Adjusted EBITDA for the Company's operating segments is calculated as segment operating profit plus depreciation, amortization, pension expense (credit), stock-based compensation and certain special items (including severance). Broadcast Cash Flow for the Television and Entertainment segment is calculated as Television and Entertainment Adjusted EBITDA plus broadcast rights- amortization expense less broadcast rights- cash payments. We believe that Adjusted EBITDA and Broadcast Cash Flow are measures commonly used by investors to evaluate our performance with that of our competitors. We also present Adjusted EBITDA because we believe investors, analysts and rating agencies consider it useful in measuring our ability to meet our debt service obligations. We further believe that the disclosure of Adjusted EBITDA and Broadcast Cash Flow is useful to investors, as these non-GAAP measures are used, among other measures, by our management to evaluate our performance. By disclosing Adjusted EBITDA and Broadcast Cash Flow, we believe that we create for investors a greater understanding of, and an enhanced level of transparency into, the means by which our management operates our company. Adjusted EBITDA and Broadcast Cash Flow are not measures presented in accordance with GAAP, and our use of these terms may vary from that of others in our industry. Adjusted EBITDA and Broadcast Cash Flow should not be considered as an alternative to net income, operating profit, revenues, cash provided by operating activities or any other measures derived in accordance with GAAP as measures of operating performance or liquidity. The tables at the end of this press release include reconciliations of consolidated and segment Adjusted EBITDA and Broadcast Cash Flow to the most directly comparable financial measure calculated and presented in accordance with GAAP. No reconciliation of the forecasted range for Adjusted EBITDA on a consolidated or segment basis for fiscal 2015 is included in this release because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts and we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking statements may include, but are not limited to, statements concerning our financial outlook and guidance, including our 2015 forecasted revenues, Adjusted EBITDA and other consolidated and segment financial performance guidance, our expectations for Consolidated Net Revenue and Consolidated Adjusted EBITDA growth in 2016, our long-term outlook for WGN America and Tribune Studios revenue and programming expenses as well as Digital and Data segment revenue growth and Adjusted EBITDA margins, our real estate monetization strategy, the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and product development efforts. Important factors that could cause actual results, developments and business decisions to differ materially from these forward-looking statements are uncertainties discussed below and in the "Risk Factors" section of the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 6, 2015 and other filings with the SEC. "Forward-looking statements" include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as "may," "might," "will," "could" "should," "estimate," "project," "plan," "anticipate," "expect," "intend," "outlook," "seek," "designed," "assume," "implied," "believe" and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from projected or historical results or those anticipated or predicted by these forward-looking statements: competition and other economic conditions including fragmentation of the media landscape and competition from other media alternatives; changes in advertising demand and audience shares; changes in the overall market for television advertising, including through regulatory and judicial rulings; our ability to protect our intellectual property and other proprietary rights; availability and cost of broadcast rights; our ability to adapt to technological changes; availability and cost of quality network, syndicated and sports programming affecting our television ratings; the loss or modification of our network affiliation agreements; our ability to renegotiate retransmission consent agreements; our ability to monetize our real estate assets; the incurrence of additional tax-related liabilities related to historical income tax returns; our ability to expand our operations internationally; the incurrence of costs to address contamination issues at sites owned, operated or used by our business; adverse results from litigation, governmental investigations or tax-related proceedings or audits; our ability to settle unresolved claims filed in connection with our and certain of our direct and indirect wholly-owned subsidiaries' Chapter 11 cases and resolve the appeals seeking to overturn the bankruptcy court order confirming the First Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries; our ability to satisfy pension and other postretirement employee benefit obligations; our ability to attract and retain employees; the effect of labor strikes, lock-outs and labor negotiations; our ability to realize benefits or synergies from acquisitions or divestitures or to operate our businesses effectively following acquisitions or divestitures; the financial performance of our equity method investments; the impairment of our existing goodwill and other intangible assets; compliance with both US and foreign government regulations applicable to our industry; changes in accounting standards; our ability to pay cash dividends on our common stock; increased interest rate risk due to our variable rate indebtedness; our indebtedness and ability to comply with covenants applicable to our debt financing and other contractual commitments; our ability to satisfy future capital and liquidity requirements; our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms and other events beyond our control that may result in unexpected adverse operating results. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this press release may not in fact occur. Any forward-looking information presented herein is made only as of the date of this press release and we undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.



TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of dollars, except per share data)

(Unaudited)


Three Months Ended Nine Months Ended
------------------ -----------------

September 30, September 28,
2015 2014 September 30, 2015 September 28, 2014
-------------- -------------- ------------------ ------------------

Operating Revenues

Television and
Entertainment $429,700 $418,294 $1,285,622 $1,245,456

Digital and Data 46,561 43,434 140,388 108,726

Other 12,333 13,130 36,845 41,757
------ ------ ------ ------

Total operating revenues 488,594 474,858 1,462,855 1,395,939

Operating Expenses

Programming 116,295 93,928 347,493 269,551

Direct operating
expenses 110,808 107,553 326,329 311,257

Selling, general and
administrative 153,876 152,148 469,471 455,506

Depreciation 19,027 17,991 54,047 52,242

Amortization 49,780 47,953 145,988 169,645
------ ------ ------- -------

Total operating expenses 449,786 419,573 1,343,328 1,258,201

Operating Profit 38,808 55,285 119,527 137,738

Income on equity
investments, net 36,987 40,559 119,834 197,775

Interest and dividend
income 162 363 572 681

Interest expense (42,529) (39,150) (122,115) (118,815)

Loss on extinguishment
of debt - - (37,040) -

Gain on investment
transactions 3,250 2 12,070 702

Other non-operating
gain (loss) 2,306 68 2,517 (1,070)

Reorganization items,
net 188 (1,594) (1,432) (5,975)
--- ------ ------ ------

Income from Continuing
Operations Before
Income Taxes 39,172 55,533 93,933 211,036

Income tax expense 11,314 2,647 32,923 62,601

Income from Continuing
Operations 27,858 52,886 61,010 148,435

(Loss) Income from
Discontinued
Operations, net of
taxes - (14,889) - 13,552

Net Income $27,858 $37,997 $61,010 $161,987
======= ======= ======= ========

Basic Earnings (Loss) Per Common Share
from:

Continuing Operations $0.29 $0.53 $0.63 $1.48

Discontinued Operations - (0.15) - 0.14
--- -----

Net Earnings Per Common
Share $0.29 $0.38 $0.63 $1.62
===== ===== ===== =====

Diluted Earnings (Loss) Per Common Share
from:

Continuing Operations $0.29 $0.53 $0.63 $1.47

Discontinued Operations - (0.15) - 0.14
--- -----

Net Earnings Per Common
Share $0.29 $0.38 $0.63 $1.61
===== ===== ===== =====


Regular dividends
declared per common
share $0.25 $ - $0.50 $ -


Special dividends
declared per common
share $ - $ - $6.73 $ -




TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars, except for share and per share data)

(Unaudited)


September 30, 2015 December 28, 2014
------------------ -----------------

Assets

Current Assets

Cash and cash
equivalents $350,320 $1,455,183

Restricted cash and
cash equivalents 17,595 17,600

Accounts receivable
(net of allowances of
$6,143 and $7,313) 427,137 440,722

Broadcast rights 203,529 147,423

Income taxes receivable 4,094 4,931

Deferred income taxes 38,808 29,675

Prepaid expenses 68,671 26,300

Other 48,309 38,989
------ ------

Total current assets 1,158,463 2,160,823
--------- ---------

Properties

Property, plant and
equipment 971,338 953,438

Accumulated
depreciation (151,245) (102,841)
-------- --------

Net properties 820,093 850,597
------- -------

Other Assets

Broadcast rights 309,083 157,014

Goodwill 3,945,265 3,918,136

Other intangible
assets, net 2,296,033 2,397,794

Assets held for sale 41,008 5,645

Investments 1,664,837 1,717,192

Other 178,617 189,254
------- -------

Total other assets 8,434,843 8,385,035
--------- ---------

Total Assets $10,413,399 $11,396,455
=========== ===========




TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars, except for share and per share data)

(Unaudited)


September 30, 2015 December 28, 2014
------------------ -----------------

Liabilities and Shareholders' Equity

Current Liabilities

Accounts payable $55,626 $77,295

Debt due within one year 26,488 4,088

Income taxes payable 62,152 252,570

Employee compensation and benefits 83,995 80,270

Contracts payable for broadcast rights 253,941 178,685

Deferred revenue 40,054 34,352

Other 93,215 56,920

Total current liabilities 615,471 684,180
------- -------

Non-Current Liabilities

Long-term debt 3,459,158 3,490,897

Deferred income taxes 1,060,479 1,156,214

Contracts payable for broadcast rights 425,421 279,819

Contract intangible liability, net 18,260 34,425

Pension obligations, net 450,244 469,116

Postretirement, medical, life and other benefits 17,761 21,456

Other obligations 64,142 64,917
------ ------

Total non-current liabilities 5,495,465 5,516,844
--------- ---------

Commitments and Contingent Liabilities

Shareholders' Equity

Preferred stock ($0.001 par value per share)

Authorized: 40,000,000 shares; No shares issued and
outstanding at September 30, 2015 and at December 28,
2014 - -

Class A Common Stock ($0.001 par value per share)

Authorized: 1,000,000,000 shares; 99,961,433 shares
issued and 94,135,810 shares outstanding at September
30, 2015 and 95,708,401 shares issued and 94,732,807
shares outstanding at December 28, 2014 100 96

Class B Common Stock ($0.001 par value per share)

Authorized: 1,000,000,000 shares at September 30, 2015
and 200,000,000 shares at December 28, 2014; Issued
and outstanding: 36,674 shares at September 30, 2015
and 2,438,083 shares at December 28, 2014 - 2

Treasury stock, at cost: 5,825,623 shares at September
30, 2015 and 975,594 shares at December 28, 2014 (333,023) (67,814)

Additional paid-in-capital 4,611,413 4,591,470

Retained earnings 82,359 718,218

Accumulated other comprehensive loss (59,710) (46,541)
------- -------

Total Tribune Media Company shareholders' equity 4,301,139 5,195,431

Noncontrolling interest 1,324 -
----- ---

Total shareholders' equity 4,302,463 5,195,431
--------- ---------

Total Liabilities and Shareholders' Equity $10,413,399 $11,396,455
=========== ===========




TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

(Unaudited)


Nine Months Ended
-----------------

September 30, September 28,
2015 2014
-------------- --------------

Operating Activities

Net income $61,010 $161,987

Adjustments to reconcile net income to net
cash provided by operating activities:

Stock-based compensation 24,129 22,094

Pension credit, net of
contributions (21,875) (33,503)

Depreciation 54,047 70,945

Amortization of contract
intangible assets and
liabilities (10,842) (31,728)

Amortization of other
intangible assets 145,988 173,782

Income on equity
investments, net (119,834) (197,149)

Distributions from equity
investments 156,395 173,420

Non-cash loss on
extinguishment of debt 33,480 -

Original issue discount
payments (6,158) -

Amortization of debt
issuance costs and original
issue discount 9,475 10,108

Gain from sale of
investments and real estate (12,070) (2,488)

Other non-operating (gain)
loss (553) 1,091

Change in excess tax
benefits from stock-based
awards 570 (896)

Transfers from restricted
cash 5 709

Changes in working capital items, excluding
effects from acquisitions:

Accounts receivable, net 15,996 73,692

Prepaid expenses and other
current assets (54,125) (1,662)

Accounts payable (15,343) (5,217)

Employee compensation and
benefits, accrued expenses
and other current
liabilities 39,569 (17,011)

Deferred revenue 5,442 22,764

Income taxes (189,866) (7,025)

Change in broadcast rights,
net of liabilities 8,746 (16,214)

Deferred income taxes (107,196) (69,973)

Other, net (9,065) (30,365)
------ -------

Net cash provided by
operating activities 7,925 297,361
----- -------

Investing Activities

Capital expenditures (63,775) (59,886)

Acquisitions, net of cash
acquired (75,000) (261,584)

Transfers from restricted
cash, net 1,091 200,813

Investments (3,011) (2,330)

Distributions from equity
investments 4,707 159,602

Proceeds from sales of
investments and real estate 22,050 3,337

Net cash (used in) provided
by investing activities (113,938) 39,952
-------- ------




TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

(Unaudited)


Nine Months Ended

September 30, September 28,
2015 2014
-------------- --------------

Financing
Activities

Long-
term
borrowings
related
to
Publishing
Spin-
off - 346,500

Long-
term
borrowings 1,100,000 -

Repayments
of
long-term
debt (1,107,302) (297,783)

Repayment
of
Senior
Toggle
Notes - (172,237)

Long-
term
debt
issuance
costs
related
to
Publishing
Spin-
off - (10,179)

Long-
term
debt
issuance
costs (20,202) -

Payments
of
dividends (696,364) -

Settlements
of
contingent
consideration,
net 1,174 -

Cash
and
restricted
cash
distributed
to
Tribune
Publishing - (86,530)

Common
stock
repurchases (272,812) -

Change
in
excess
tax
benefits
from
stock-
based
awards (570) 896

Tax
withholdings
related
to
net
share
settlements
of
share-
based
awards (4,264) (3,201)

Proceeds
from
stock
option
exercises 166 1,171

Contribution
from
noncontrolling
interest 1,324 -
----- ---

Net
cash
used
in
financing
activities (998,850) (221,363)
-------- --------


Net
(Decrease)
Increase
in
Cash
and
Cash
Equivalents (1,104,863) 115,950

Cash
and
cash
equivalents,
beginning
of
period 1,455,183 640,697

Cash
and
cash
equivalents,
end
of
period $350,320 $756,647
======== ========


Supplemental Schedule
of Cash Flow
Information

Cash paid during the
period for:

Interest $106,987 $104,751

Income
taxes,
net
of
refunds $331,145 $162,107




Tribune Media Company - Consolidated

Reconciliation of Net Income to Adjusted EBITDA

(in thousands of dollars)

(Unaudited)


Three Months Ended Nine Months Ended
------------------ -----------------

September 30, 2015 September 28, 2014 September 30, 2015 September 28, 2014
------------------ ------------------ ------------------ ------------------

Revenue $488,594 $474,858 $1,462,855 $1,395,939



Net Income $27,858 $37,997 $61,010 $161,987

(Loss) income from
discontinued
operations, net of
taxes - (14,889) - 13,552
--- ------- --- ------

Income from
Continuing
Operations $27,858 $52,886 $61,010 $148,435

Income tax expense 11,314 2,647 32,923 62,601

Reorganization items,
net (188) 1,594 1,432 5,975

Other non-operating
(gain) loss (2,306) (68) (2,517) 1,070

Gain on investment
transaction (3,250) (2) (12,070) (702)

Loss on
extinguishment of
debt - - 37,040 -

Interest expense 42,529 39,150 122,115 118,815

Interest and dividend
income (162) (363) (572) (681)

Income on equity
investments, net (36,987) (40,559) (119,834) (197,775)
------- ------- -------- --------

Operating Profit $38,808 $55,285 $119,527 $137,738

Depreciation 19,027 17,991 54,047 52,242

Amortization 49,780 47,953 145,988 169,645

Stock-based
compensation 7,333 5,833 24,129 20,403

Severance and related
charges 2,602 1,974 3,838 5,125

Transaction-related
costs 1,264 5,181 6,727 13,114

(Gain) loss on sales
of real estate - (303) 97 (303)

Contract termination
costs - - - 15,646

Other 620 2,194 953 6,150

Pension credit (7,292) (7,660) (21,875) (22,982)

Adjusted EBITDA $112,142 $128,448 $333,431 $396,778
======== ======== ======== ========




Tribune Media Company - Television and Entertainment

Reconciliation of Operating Profit to Adjusted EBITDA and Broadcast Cash Flow

(in thousands of dollars)

(Unaudited)


Three Months Ended Nine Months Ended
------------------ -----------------

September 30, 2015 September 28, 2014 September 30, 2015 September 28, 2014
------------------ ------------------ ------------------ ------------------

Advertising 319,510 321,892 953,769 957,583

Retransmission consent
fees 69,925 58,109 208,816 170,796

Carriage fees 19,548 14,023 62,668 42,742

Barter/trade 10,013 11,227 28,800 32,010

Copyright royalties 3,221 6,071 11,318 20,057

Other 7,483 6,972 20,251 22,268
----- ----- ------ ------

Total Revenues (1) $429,700 $418,294 $1,285,622 $1,245,456


Operating Profit (1) $64,061 $74,294 $190,497 $191,405

Depreciation 12,194 12,693 35,640 38,205

Amortization 41,475 42,010 124,460 154,837

Stock-based
compensation 3,319 2,101 9,152 6,737

Severance and related
charges 1,470 347 2,006 1,869

Transaction-related
costs - 890 - 2,281

Contract termination
costs - - - 15,646

Other - 358 13 1,926

Pension expense - 20 - 124
--- --- --- ---

Adjusted EBITDA (1) $122,519 $132,713 $361,768 $413,030
======== ======== ======== ========


Broadcast rights -
Amortization 93,925 73,093 276,846 203,173

Broadcast rights -
Cash Payments (108,466) (97,978) (310,243) (245,205)
-------- ------- -------- --------

Broadcast Cash Flow $107,978 $107,828 328,371 370,998



(1) At the beginning of fiscal 2015, the
Company moved its Zap2it.com
entertainment website business from
the Digital and Data reportable
segment to the Television and
Entertainment reportable segment.
Certain previously reported amounts
have been reclassified to conform to
the current presentation; the impact
of this reclassification was
immaterial.




Tribune Media Company - Digital and Data

Reconciliation of Operating Loss to Adjusted EBITDA

(in thousands of dollars)

(Unaudited)


Three Months Ended Nine Months Ended
------------------ -----------------

September 30, September 28,
2015 2014 September 30, 2015 September 28, 2014
-------------- -------------- ------------------ ------------------

Video and other 30,718 23,026 86,269 65,383

Music 15,843 20,408 54,119 43,343
------ ------ ------ ------

Total Revenues (1) $46,561 $43,434 $140,388 $108,726


Operating Loss (1) $(6,207) $(396) $(6,623) $(11,392)

Depreciation 2,456 2,035 6,882 5,757

Amortization 8,305 5,943 21,528 14,808

Stock-based
compensation 421 42 1,651 1,379

Severance and
related charges 759 1,627 570 2,763

Transaction-
related costs 91 - 638 -

Other 620 580 920 580
--- --- --- ---

Adjusted EBITDA (1) $6,445 $9,831 25,566 13,895
====== ====== ====== ======



(1) At the beginning of fiscal 2015, the
Company moved its Zap2it.com
entertainment website business from
the Digital and Data reportable
segment to the Television and
Entertainment reportable segment.
Certain previously reported amounts
have been reclassified to conform to
the current presentation; the impact
of this reclassification was
immaterial.




Tribune Media Company - Corporate and Other

Reconciliation of Operating Loss to Adjusted EBITDA

(in thousands of dollars)

(Unaudited)


Three Months Ended Nine Months Ended
------------------ -----------------

September 30, 2015 September 28, 2014 September 30, 2015 September 28, 2014
------------------ ------------------ ------------------ ------------------

Total Revenues $12,333 $13,130 $36,845 $41,757



Operating Loss $(19,046) $(18,613) $(64,347) $(42,275)

Depreciation 4,377 3,263 11,525 8,280

Stock-based
compensation 3,593 3,690 13,326 12,287

Severance and
related charges 373 - 1,262 493

Transaction-
related costs 1,173 4,291 6,089 10,833

(Gain) loss on
sales of real
estate - (303) 97 (303)

Other - 1,256 20 3,644

Pension credit (7,292) (7,680) (21,875) (23,106)


Adjusted EBITDA $(16,822) $(14,096) $(53,903) $(30,147)
======== ======== ======== ========




SOURCE Tribune Media Company

Tribune Media Company

CONTACT: INVESTOR CONTACT: Lisa Kampf, Finsbury, Interim Investor Relations Contact, (312) 560-6178, lisa.kampf@finsbury.com; or MEDIA CONTACT: Gary Weitman, SVP/Corporate Relations, (312) 222-3394, gweitman@tribunemedia.com

Web Site: http://www.tribunemedia.com


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