Tribune Media Company Reports Strong Fourth Quarter and Full Year 2014 Results

Tribune Media Company Reports Strong Fourth Quarter and Full Year 2014 Results

Significant progress towards long-term strategic objectives

Announces special dividend of $650 million; adopts plans for quarterly dividend

NEW YORK, March 6, 2015 /PRNewswire/ -- Tribune Media Company (the "Company") (NYSE:TRCO) today reported its results for the three months and year ended December 28, 2014 and announced a special dividend of $650 million as well as the adoption of a quarterly dividend policy.



Special Dividend and Ordinary Quarterly Dividend

On March 5, Tribune's Board of Directors authorized and declared a special cash dividend of $6.73 per share on the Company's Class A common stock and Class B common stock. In addition, holders of warrants will receive a cash payment equal to the amount of the dividend paid per common share for each share of common stock such warrants are exercisable into. The dividend is payable on April 9, 2015 to stockholders and warrant holders of record at the close of business on March 25, 2015. The aggregate payment the Company will make to its security holders in connection with this special dividend is approximately $650 million.

In addition, the Company intends to begin payments of regular quarterly cash dividends of $0.25 per share commencing in the second fiscal quarter of 2015. Such future dividend payments are subject to the discretion of the Board of Directors taking into account future earnings, cash flows, financial requirements, and other factors.

These actions underscore the Company's confidence in its financial future, its strong balance sheet and cash generation profile.



Fourth Quarter 2014 Financial Highlights


-- Consolidated operating revenues grew 85% to $553.4 million as compared
to $299.5 million in Q4'13.
-- Consolidated operating profit grew 276% to $163.4 million as compared to
$43.4 million in Q4'13.
-- Consolidated Adjusted EBITDA grew 121% to $211.0 million as compared to
$95.3 million in Q4'13.
-- Diluted earnings per share from continuing operations of $3.14, as
compared to $0.33 in Q4'13.
-- On a pro forma((1)) basis, Television and Entertainment segment revenues
grew 15% to $479.1 million as compared to $415.9 million in Q4'13.
-- On a pro forma((1)) basis, Television and Entertainment Adjusted EBITDA
grew 30% to $202.6 million as compared to $155.3 million in Q4'13.
-- Inclusive of acquisitions, Digital and Data segment revenues increased
217% year-over-year to $61.2 million and Adjusted EBITDA increased 220%
year-over-year to $23.8 million.
Full Year 2014 Financial Highlights


-- Consolidated operating revenues grew 70% to $1,949.3 million as compared
to $1,147.2 million in 2013.
-- Consolidated operating profit grew 51% to $301.1 million as compared to
$199.0 million in 2013.
-- Consolidated Adjusted EBITDA, which excludes cash distributions from
equity investments, grew 74% to $607.8 million as compared to $348.9
million in 2013.
-- Cash distributions from equity investments of $210.7 million.
-- Diluted earnings per share from continuing operations of $4.62, as
compared to $1.62 in 2013.
-- On a pro forma((1)) basis, Television and Entertainment segment revenues
grew 8.8% to $1,720.5 million as compared to $1,581.2 million in 2013.
-- On a pro forma((1)) basis, Television and Entertainment Adjusted EBITDA
grew 7.4% to $614.8 million as compared to $572.6 million in 2013.
-- Inclusive of acquisitions, Digital and Data segment revenues increased
120% year-over-year to $174.0 million and Adjusted EBITDA increased 34%
year-over-year to $38.6 million.
2014 Strategic Highlights


-- Successfully converted 50% of WGN America subscriber base from
superstation to cable.
-- Successfully launched two original series on WGN America, Salem and
Manhattan.
-- Completed four strategic acquisitions within our Digital and Data
segment - Gracenote, What's-ON, Baseline and HWW.
-- Completed the spin-off of the Company's publishing operations into an
independent publicly-traded company.
-- In a series of transactions, monetized the company's interest in
Classified Ventures, including Apartments.com and Cars.com, for total
net proceeds after taxes of approximately $525 million.
-- Sold property in Baltimore for net proceeds after taxes and transaction
costs of approximately $30 million.
-- In the fourth quarter, repurchased approximately 1.1 million shares of
Class A common stock for approximately $68 million. Cumulative
repurchases through March 5, 2015, total approximately 3.9 million
shares for approximately $233 million.
-- Listed Tribune Media Company Class A common stock on the New York Stock
Exchange.
CEO Message

Peter Liguori, Tribune Media's President and Chief Executive Officer, stated, "Our strong financial and operational results in the fourth quarter and full-year 2014 demonstrate the strength of our strategy to develop Tribune Media into a diverse modern media company."

"For 2015, we are well-positioned to increase revenue by building our station group market share and growing substantially our retransmission consent and carriage fees. Importantly, we are accomplishing this in an off-cycle political year."

"In terms of WGN America, we are taking a measured approach to investments in programming, which we believe will increase distribution, advertising revenue, carriage fees and brand value. We are particularly excited about the fourth quarter of 2015, when audiences will get a first-hand look at WGN America's future, as we will premiere a full slate of exclusive syndicated and original series, which we anticipate will drive significant revenue, EBITDA, and margin growth for years to come."

"In addition, given the strength of our balance sheet and our ongoing commitment to shareholder returns, we are pleased to announce a special dividend of $650 million and the intention to implement a regular quarterly dividend - all while preserving the financial flexibility to invest in and grow our business."

"Combined, we are confident that the strength of our broadcast business, the growth trajectory of WGNA and our Digital and Data segments, our robust and valuable real estate portfolio, and our commitment to return capital to shareholders will drive significant shareholder value in 2015 and the years ahead."

Pro Forma Results, Discontinued Operations and Changes in Presentation

All 2013 pro forma numbers included in this release are reflective of the acquisition of Local TV (which was completed on December 27, 2013) as if the acquisition had occurred as of the beginning of fiscal 2013, and are combined figures based on Local TV's historical basis of presentation and assume no impact from purchase accounting.

As a result of the spin-off of the Company's publishing operations on August 4, 2014 (the "Publishing Spin-off"), and the changes to our reportable segments, as further described below, certain previously reported amounts have been reclassified to conform to the current presentation as well as to reflect the reclassification of the historical results of operations for the businesses included in the Publishing Spin-Off to discontinued operations for all periods presented.

Following the Publishing Spin-Off, we conduct our operations through two reportable segments: Television and Entertainment and Digital and Data. In addition, we report and include under Corporate and Other certain administrative activities associated with operating the corporate office functions and managing our predominantly frozen company-sponsored defined benefit pension plans, as well as the management of certain real estate assets, including revenues from leasing our owned office and production facilities.

Fourth Quarter 2014 Results

Consolidated
Consolidated operating revenues for the fourth quarter of 2014 were $553.4 million compared to $299.5 million in the fourth quarter of 2013, representing an increase of $253.9 million, or 85%.

Consolidated operating profit for the fourth quarter 2014 increased by $120.0 million to $163.4 million from $43.4 million in the fourth quarter 2013.

Basic and diluted earnings per common share from continuing operations for fourth quarter 2014 were $3.15 and $3.14, respectively, compared to $0.33 for fourth quarter 2013.

Consolidated Adjusted EBITDA increased to $211.0 million from $95.3 million in the fourth quarter 2013.

Cash distributions from equity investments in fourth quarter 2014 were $37.3 million compared to $67.7 million in fourth quarter 2013, primarily as a result of lower annual cash distributions from CareerBuilder and Classified Ventures as a result of the sale of our investment in Classified Ventures in the fourth quarter of 2014.

Television and Entertainment Segment
Television and Entertainment segment revenues were $479.1 million in fourth quarter 2014, an increase of $212.6 million, or 80%, as compared to $266.5 million in fourth quarter 2013.

Television and Entertainment Adjusted EBITDA was $202.6 million in fourth quarter 2014, compared to $93.5 million in fourth quarter 2013, an increase of $109.1 million.

On a pro forma basis, Television and Entertainment segment revenues were $479.1 million in fourth quarter 2014, compared to $415.9 million in fourth quarter 2013, an increase of $63.2 million, or 15%, and is comprised of:


-- Advertising revenues of $381.4 million as compared with $336.9 million
in fourth quarter 2013, representing an increase of $44.5 million, or
13%. Increases in political advertising revenues of approximately $49.4
million were partially offset by declines in core advertising of $7.7
million, or 2.4%.
-- Local Station retransmission consent fees of $58.4 million in fourth
quarter 2014, compared to $34.7 million in fourth quarter 2013, an
increase of $23.7 million or 68%, as a result of contract renewals with
distribution partners at higher rates.
On a pro forma basis, Television and Entertainment Adjusted EBITDA for fourth quarter 2014 was $202.6 million, compared to $155.3 million in fourth quarter 2013. Television and Entertainment Adjusted EBITDA in fourth quarter 2014 included $6.0 million of costs associated with airing Manhattan at WGN America. Television and Entertainment Adjusted EBITDA was further unfavorably impacted by an increase in programming fees and higher costs associated with new syndicated content, including the premiere of the syndicated series Blue Bloods.

Digital and Data Segment
Digital and Data segment revenues in fourth quarter 2014 were $61.2 million, compared to $19.3 million in fourth quarter 2013, an increase of $41.9 million. This increase was primarily attributable to the acquisition of Gracenote in January 2014, which historically generates a disproportionately higher level of its automotive music revenues in the fourth quarter.

Digital and Data Adjusted EBITDA was $23.8 million in fourth quarter 2014, compared to $7.4 million in fourth quarter 2013, an increase of $16.4 million. This increase was primarily attributable to the acquisition of Gracenote in January 2014.

Corporate and Other
Real estate revenues for fourth quarter 2014 were $13.0 million compared to $13.7 million in fourth quarter 2013, representing a decrease of $0.7 million, or 5.1%.

Corporate and Other Adjusted EBITDA for fourth quarter 2014 represented a loss of $15.5 million, compared to a loss of $5.6 million in fourth quarter 2013. The increase in expenses was primarily attributable to higher corporate costs driven by increased compensation expense and the implementation of improved business and technology applications.

Full Year 2014 Results

Consolidated
Consolidated operating revenues for fiscal 2014 were $1,949.3 million compared to $1,147.2 million in fiscal 2013, representing an increase of $802.1 million, or 70%.

Consolidated operating profit for fiscal 2014 was $301.1 million compared to $199.0 million in fiscal 2013, representing an increase of $102.1 million, or 51%.

Basic and diluted earnings per common share from continuing operations for the fiscal 2014 were $4.63 and $4.62, respectively, compared to $1.63 and $1.62, respectively, for fiscal 2013.

Consolidated Adjusted EBITDA increased to $607.8 million in fiscal 2014 from $348.9 million in fiscal 2013.

Cash distributions from equity investments in fiscal 2014 were $210.7 million compared to $208.0 million in fiscal 2013. In addition to these cash distributions, the Company also received a one-time cash distribution in the second quarter of 2014 of $159.6 million from Classified Ventures, LLC in connection with the sale of its Apartments.com business.

Television and Entertainment Segment
Television and Entertainment segment revenues increased $706.1 million, or 70%, to $1,720.5 million in fiscal 2014 as compared to $1,014.4 million in fiscal 2013. The acquisition of Local TV, as well as growing retransmission revenues in 2014 drove the year-over-year increase.

Television and Entertainment Adjusted EBITDA was $614.8 million in fiscal 2014, compared to $336.0 million in fiscal 2013, an increase of $278.8 million, or 83%.

On a pro forma basis, Television and Entertainment segment revenues were $1,720.5 million, compared to $1,581.2 million in fiscal 2013, an increase of $139.3 million, or 8.8%, and is comprised of:


-- Advertising revenues of $1,335.9 million in fiscal 2014 as compared with
$1,293.3 million in fiscal 2013, representing an increase of $42.6
million, or 3.3%. Increases in political advertising revenues of
approximately $74.4 million for the year were partially offset by
declines in core advertising of $40.2 million, or 3.3%.
-- Local station retransmission consent fees of $229.2 million in fiscal
2014, compared to $130.5 million in fiscal 2013, an increase of $98.7
million, or 76%, as a result of contract renewals with distribution
partners at higher rates.
On a pro forma basis, Television and Entertainment Adjusted EBITDA was $614.8 million in fiscal 2014, compared to $572.6 million in fiscal 2013. Television and Entertainment Adjusted EBITDA in 2014 included $62.0 million of costs associated with airing Salem and Manhattan at WGN America.

Digital and Data Segment
Digital and Data segment revenues in fiscal 2014 were $174.0 million, compared to $79.2 million in fiscal 2013, an increase of $94.8 million, primarily as a result of the acquisition of Gracenote in January 2014.

Digital and Data Adjusted EBITDA was $38.6 million in fiscal 2014, compared to $28.8 million in fiscal 2013, an increase of $9.8 million, or 34%. The increase was primarily due to increased revenues, the impact of which was partially offset by costs associated with the establishment of the Digital and Data business infrastructure, operating costs incurred in connection with Newsbeat, which was shut down during the third quarter of 2014, and costs associated with the integration of acquired businesses.

Corporate and Other
Corporate and Other operating revenues represent real estate rental revenues earned from third parties, including Tribune Publishing, formerly part of Tribune Media prior to the Publishing Spin-Off.

Real estate revenues for fiscal 2014 were $54.8 million compared to $53.6 million in fiscal 2013, an increase of $1.2 million, or 2.2%.

Corporate and Other Adjusted EBITDA for fiscal 2014 represented a loss of $45.6 million, compared to a loss of $15.9 million in fiscal 2013. The increase in expenses within the Corporate and Other segment was primarily attributable to higher corporate costs driven by increased compensation expense and the implementation of improved business and technology applications.

Stock Repurchase Program

In October 2014 the Company announced a $400 million stock repurchase program. Since the commencement of the program through March 5, 2015, approximately 3.9 million shares of the Company's Class A common stock have been repurchased, representing approximately 4% of the Company's outstanding Class A common stock, for an aggregate purchase price of approximately $233 million.

Financial Guidance

In 2015, the Company expects solid revenue growth despite it being an off-cycle political advertising year. Adjusted EBITDA in 2015 will be impacted by the cyclical loss of political advertising, continued measured programming investment in WGN America and increased operational costs in our Digital and Data segment. In addition, in 2015, the Company is incurring costs associated with general business and technology applications, which will improve productivity and increase operating efficiencies in the long term. As indicated in the forward guidance for 2016 and beyond, these actions are expected to drive strong and sustainable profitability growth in the years ahead.

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.

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 Revenues: $275 million to $277 million
-- Cable Network Carriage Fees: $85 million to $87 million
-- WGN America / Tribune Studios Programming Expenses: approximately $130
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 & Other


-- Real Estate Revenues: approximately $50 million
-- Real Estate Expenses: approximately $30 million
-- Corporate Expenses, excluding stock-based comp: $86 million to $88
million
-- Adjusted EBITDA: $(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: $135 million to $140 million
-- Cash Interest: approximately $140 million
-- Depreciation & Amortization: approximately $260 million
-- Stock-based Compensation: approximately $35 million
Long Term Outlook


-- 2016 Consolidated Adjusted EBITDA year-over-year growth of greater than
30%
In addition, 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 fourth quarter and full year 2014 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 9412843.

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 March 14, 2015 at 877-344-7529 (domestic) or 412-317-0088 (international). The confirmation code for the replay is 10060845.

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 more than 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, 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 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, losses on the extinguishment of debt, 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, 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 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 expectation with respect to future cash dividends on our common stock, 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 on March 6, 2015. "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; our ability to develop and grow our online businesses; 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 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 Fourth 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; 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.



(1) Amounts are pro forma for
the acquisition of Local
TV, which was completed on
December 27, 2013, as if
the acquisition had
occurred as of the
beginning of fiscal 2013.




Tribune Media Company and Subsidiaries

Consolidated Statements of Operations

(In thousands of dollars, except per share data)



Three Months Ended Year Ended
------------------ ----------

December 28, 2014 December 29, 2013 December 28, 2014 December 29, 2013
----------------- ----------------- ----------------- -----------------

(Unaudited)


Operating Revenues

Television and Entertainment

Advertising $381,371 $207,821 $1,335,964 $809,732

Retransmission consent and carriage
fees 72,842 27,676 286,380 103,381

Other 24,944 31,073 98,192 101,311
------ ------ ------ -------

Total 479,157 266,570 1,720,536 1,014,424

Digital and Data 61,228 19,305 174,031 79,217

Other 13,035 13,686 54,792 53,599
------ ------ ------ ------

Total operating revenues 553,420 299,561 1,949,359 1,147,240


Operating Expenses

Programming 85,115 59,922 354,666 254,225

Direct operating expenses 109,506 56,230 420,763 225,924

Selling, general and administrative 128,768 98,777 584,274 312,147

Depreciation 17,945 11,480 70,187 41,187

Amortization 48,642 29,721 218,287 114,717

Total operating expenses 389,976 256,130 1,648,177 948,200
------- ------- --------- -------


Operating Profit 163,444 43,431 301,182 199,040


Income on equity investments, net 38,938 59,206 236,713 145,241

Interest and dividend income 687 118 1,368 413

Interest expense (39,051) (10,605) (157,866) (39,134)

Loss on extinguishment of debt - (28,380) - (28,380)

Gain on investment transactions, net 371,783 - 372,485 150

Write-downs of investments (94) - (94) -

Other non-operating loss, net (3,640) (1,671) (4,710) (1,492)

Reorganization items, net (1,293) (3,390) (7,268) (16,931)

Income from Continuing Operations
Before Income Taxes 530,774 58,709 741,810 258,907

Income tax expense 216,098 25,449 278,699 95,965
------- ------ ------- ------

Income from Continuing Operations 314,676 33,260 463,111 162,942

Income from Discontinued Operations,
net of taxes - 33,854 13,552 78,613
--- ------ ------ ------

Net Income $314,676 $67,114 $476,663 $241,555
======== ======= ======== ========


Basic Earnings Per Common Share from:

Continuing Operations $3.15 $0.33 $4.63 $1.63

Discontinued Operations - 0.34 0.13 0.79
=== ==== ==== ====

Net Earnings Per Common Share $3.15 $0.67 $4.76 $2.42


Diluted Earnings Per Common Share from:

Continuing Operations $3.14 $0.33 $4.62 $1.62

Discontinued Operations - 0.34 0.13 0.79
=== ==== ==== ====

Net Earnings Per Common Share $3.14 $0.67 $4.75 $2.41




Tribune Media Company and Subsidiaries

Consolidated Balance Sheets

(In thousands of dollars)


December 28, 2014 December 29, 2013
----------------- -----------------

Assets


Current Assets

Cash and cash equivalents $1,455,183 $640,697

Restricted cash and cash
equivalents 17,600 221,879

Accounts receivable (net of
allowances of $7,313 and
$16,254) 440,722 644,024

Inventories - 14,222

Broadcast rights 147,423 105,325

Income taxes receivable 4,931 11,240

Deferred income taxes 29,675 54,221

Prepaid expenses and other 65,289 43,672

Total current assets 2,160,823 1,735,280
--------- ---------


Properties

Machinery, equipment and
furniture 240,507 340,800

Buildings and leasehold
improvements 253,426 276,856
------- -------

493,933 617,656

Accumulated depreciation (102,841) (74,446)
-------- -------

391,092 543,210

Land 422,635 436,641

Construction in progress 36,870 60,956

Net properties 850,597 1,040,807
------- ---------


Other Assets

Broadcast rights 157,014 61,175

Goodwill 3,918,136 3,815,196

Other intangible assets, net 2,397,794 2,516,543

Investments 1,717,192 2,163,162

Other 194,899 143,846
------- -------

Total other assets 8,385,035 8,699,922
--------- ---------

Total Assets $11,396,455 $11,476,009
=========== ===========






Tribune Media Company and Subsidiaries

Consolidated Balance Sheets

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


December 28, 2014 December 29, 2013
----------------- -----------------

Liabilities and Shareholders' Equity


Current Liabilities

Accounts payable $77,295 $93,396

Senior Toggle Notes - 172,237

Debt due within one year 4,088 32,472

Income taxes payable 252,570 2,276

Employee compensation and benefits 80,270 200,033

Contracts payable for broadcast rights 178,685 139,146

Deferred revenue 34,352 77,029

Other 56,920 82,248

Total current liabilities 684,180 798,837
------- -------


Non-Current Liabilities

Long-term debt 3,490,897 3,760,475

Deferred income taxes 1,156,214 1,393,413

Contracts payable for broadcast rights 279,819 80,942

Contract intangible liability, net 34,425 193,730

Pension obligations, net 469,116 199,176

Post-retirement, medical, life and other
benefits 21,456 63,123

Other obligations 64,917 60,752

Total non-current liabilities 5,516,844 5,751,611
--------- ---------


Shareholders' Equity

Preferred stock ($0.001 par value per share)

Authorized: 40,000,000 shares; No shares issued and outstanding at Dec. 28, 2014 and at Dec. 29, 2013

- -

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

Authorized: 1,000,000,000 shares; 95,708,401 shares issued and 94,732,807 shares outstanding at Dec. 28,
2014 and 89,933,876 shares issued and outstanding at Dec. 29, 2013

96 90

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

Authorized: 200,000,000 shares; Issued and outstanding: 2,438,083 shares at Dec. 28, 2014 and 3,185,181
shares at Dec. 29, 2013

2 3

Treasury stock, at cost: 975,594 shares at Dec.
28, 2014 and no shares at Dec. 29, 2013 (67,814) -

Additional paid-in-capital 4,591,470 4,543,228

Retained earnings 718,218 241,555

Accumulated other comprehensive (loss) income (46,541) 140,685
------- -------

Total shareholders' equity 5,195,431 4,925,561
--------- ---------

Total Liabilities and Shareholders' Equity $11,396,455 $11,476,009
=========== ===========






Tribune Media Company and Subsidiaries

Consolidated Statement of Cash Flows

(In thousands of dollars)



Year ended Dec. 28, 2014 Year ended Dec. 29, 2013
------------------------ ------------------------


Operating Activities

Net income $476,663 $241,555

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


Stock-based compensation 27,918 7,319

Pension credits, net of contributions (41,164) (41,620)

Depreciation 88,890 75,516

Amortization of contract intangible
assets and liabilities (35,774) (29,525)

Amortization of other intangible assets 222,216 121,206

Income on equity investments, net (236,088) (144,054)

Distributions from equity investments 189,789 154,123

Amortization of debt issuance costs and
original issue discount 13,433 3,869

Write-down of investment 94 -

Non-cash loss on extinguishment of debt - 17,462

Gain on investment transactions, net (373,968) (150)

Gain on sales of real estate (21,690) (135)

Other non-operating loss, net 4,729 1,492

Non-cash reorganization items, net - (3,228)

Excess tax benefits from stock-based
awards (868) -

Transfers from restricted cash 2,357 166,866

Changes in working capital items,
excluding effects from acquisitions:

Accounts receivable, net 39,149 (20,449)

Inventories, prepaid expenses and other
current assets (1,532) 26,847

Accounts payable 2,855 (85,088)

Employee compensation and benefits, and
other current liabilities (23,569) 5,528

Deferred revenue 23,189 1,121

Accrued reorganization costs (780) (111,461)

Income taxes 261,591 (1,947)

Deferred compensation, postretirement
medical, life and other benefits (3,099) (13,581)

Change in broadcast rights, net of
liabilities (21,098) (6,913)

Deferred income taxes (179,099) 8,955

Change in non-current obligations for
uncertain tax positions (2,814) (3,780)

Other, net (32,875) (10,357)

Net cash provided by operating
activities 378,455 359,571
------- -------


Investing Activities

Capital expenditures (89,438) (70,869)

Acquisitions, net of cash acquired (279,833) (2,550,410)

Increase (decrease) in restricted cash
related to acquisition of Local TV 201,922 (201,922)

Transfers from restricted cash, net (1,109) -

Investments (2,330) (2,817)

Distributions from equity investments 180,521 53,871

Proceeds from sales of investments 659,395 2,174

Proceeds from sales of real estate 49,870 10,739
------ ------

Net cash provided by (used in) investing
activities 718,998 (2,759,234)
------- ----------


Financing Activities

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

Long-term borrowings - 3,790,500

Repayment of Senior Toggle Notes (172,237) -

Repayments of long-term debt (299,285) (1,102,234)

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

Long-term debt issuance costs - (78,480)

Common stock repurchases (60,211) -

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

Excess tax benefits from stock-based
awards 868 -

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

Proceeds from stock option exercises 1,308 -

Net cash provided by (used in) financing
activities (282,967) 2,609,786
-------- ---------


Net Increase in Cash and Cash
Equivalents 814,486 210,123

Cash and cash equivalents, beginning of
period 640,697 430,574

Cash and cash equivalents, end of period $1,455,183 $640,697
========== ========


Supplemental Schedule of Cash Flow
Information

Cash paid during the period for:

Interest $140,338 $44,280

Income taxes, net of refunds $217,579 $151,311




Tribune Media Company - Consolidated

Reconciliation of Net Income to Adjusted EBITDA

(In thousands of dollars)

(Unaudited)


Three months ended Year ended
------------------ ----------

December 28, 2014 December 29, 2013 December 28, 2014 December 29, 2013
----------------- ----------------- ----------------- -----------------

Revenue $553,420 $299,561 $1,949,359 $1,147,240



Net Income $314,676 $67,114 $476,663 $241,555

Income from discontinued
operations, net of taxes - 33,854 13,552 78,613
------ ------ ------

Income from Continuing
Operations 314,676 33,260 463,111 162,942

Income tax expense 216,098 25,449 278,699 95,965

Reorganization items, net 1,293 3,390 7,268 16,931

Other non-operating loss, net 3,640 1,671 4,710 1,492

Write-downs of investments 94 - 94 -

Gain on investment
transactions, net (371,783) - (372,485) (150)

Loss on extinguishment of debt - 28,380 - 28,380

Interest expense 39,051 10,605 157,866 39,134

Interest and dividend income (687) (118) (1,368) (413)

Income on equity investments,
net (38,938) (59,206) (236,713) (145,241)
------- ------- -------- --------

Operating Profit 163,444 43,431 301,182 199,040

Depreciation 17,945 11,480 70,187 41,187

Amortization 48,642 29,721 218,287 114,717

Stock-based compensation 5,788 2,181 26,191 5,417

Severance and related charges 1,484 1,154 6,609 2,556

Transaction-related costs 2,570 14,497 15,684 19,774

Gain on sales of real estate (21,388) - (21,691) (135)

Contract termination cost (646) - 15,000 -

Other 827 1,517 6,977 1,143

Pension (credit) expense (7,661) (8,695) (30,643) (34,780)
------ ------- -------

Adjusted EBITDA $211,005 $95,286 $607,783 $348,919
======== ======= ======== ========




Tribune Media Company - Television and Entertainment

Reconciliation of Operating Profit to Adjusted EBITDA

(In thousands of dollars)

(Unaudited)


Three months ended Three months ended Year ended Year ended
December 28, 2014 December 29, 2013 December 28, 2014 December 29, 2013
----------------- ----------------- ----------------- -----------------

As Reported Pro Forma (1) As Reported As Reported Pro Forma (1) As Reported
----------- ------------ ----------- ----------- ------------ -----------

Advertising $381,371 $336,912 $207,821 $1,335,964 $1,293,399 $809,732

Retransmission consent fees 58,447 34,774 14,741 229,243 130,537 49,586

Carriage fees 14,395 12,936 12,935 57,137 53,796 53,795

Barter/trade 9,257 11,253 8,651 41,267 42,768 31,292

Copyright royalties 7,104 10,689 10,689 27,161 32,954 32,954

Other 8,583 9,328 11,733 29,764 27,751 37,065
----- ----- ------ ------ ------ ------

Total Revenues $479,157 $415,892 $266,570 $1,720,536 $1,581,205 $1,014,424


Operating Profit $146,391 $108,845 $55,978 $336,921 $398,937 $195,940

Depreciation 12,057 14,444 8,222 50,262 53,715 29,947

Amortization 42,217 29,451 27,405 197,054 114,056 105,526

Stock-based compensation 2,063 792 661 8,800 2,578 1,844

Severance and related charges 229 302 302 2,098 1,641 1,641

Transaction-related costs (387) 181 181 1,894 229 229

Gain on sales of real estate (103) - - (103) - -

Contract termination cost (646) - - 15,000 - -

Other 829 1,275 795 2,755 1,508 1,028

Pension (credit) expense - (22) (22) 124 (86) (86)
--- --- --- ---

Adjusted EBITDA $202,650 $155,268 $93,522 $614,805 $572,578 $336,069
======== ======== ======= ======== ======== ========


Broadcast rights -
Amortization 65,624 53,266 41,843 268,797 239,835 192,626

Broadcast rights -Cash
Payments (76,130) (68,470) (55,141) (321,335) (279,273) (223,650)
------- ------- ------- -------- -------- --------

Broadcast Cash Flow $192,144 $140,064 $80,224 $562,267 $533,140 $305,046




(1) Amounts are pro forma for
the acquisition of Local TV,
which was completed on
December 27, 2013, as if the
acquisition had occurred as of
the beginning of fiscal 2013.
Pro forma operating expenses,
depreciation and amortization
for Local TV are based on
Local TV's historical basis of
presentation and do not
reflect the impact of purchase
accounting.






Tribune Media Company - Digital and Data

Reconciliation of Operating Profit to Adjusted EBITDA

(In thousands of dollars)

(Unaudited)


Three months ended Year ended
------------------ ----------

December 28, 2014 December 29, 2013 December 28, 2014 December 29, 2013
----------------- ----------------- ----------------- -----------------

Video $25,849 $17,758 $91,299 $68,708

Music 34,386 - 77,729 -

Entertainment websites

and other 993 1,547 5,003 10,509
--- ----- ----- ------

Total Revenues $61,228 $19,305 $174,031 $79,217


Operating Profit $13,926 $4,185 $3,409 $16,497

Depreciation 1,987 715 7,744 2,576

Amortization 6,425 2,316 21,233 9,191

Stock-based compensation 262 6 1,641 17

Severance and related
charges 1,212 216 3,975 279

Other - - 580 234

Adjusted EBITDA $23,812 $7,438 $38,582 $28,794
======= ====== ======= =======




Tribune Media Company - Corporate and Other

Reconciliation of Operating Profit to Adjusted EBITDA

(In thousands of dollars)

(Unaudited)


Three months ended Year ended
------------------ ----------

December 28, 2014 December 29, 2013 December 28, 2014 December 29, 2013
----------------- ----------------- ----------------- -----------------

Total Revenues $13,035 $13,686 $54,792 $53,599



Operating Profit (Loss) $3,127 $(16,732) $(39,148) $(13,397)

Depreciation 3,901 2,543 12,181 8,664

Stock-based compensation 3,463 1,514 15,750 3,556

Severance and related
charges 43 636 536 636

Transaction-related costs 2,957 14,316 13,790 19,545

Gain on sales of real estate (21,285) - (21,588) (135)

Other (2) 722 3,642 (119)

Pension (credit) expense (7,661) (8,673) (30,767) (34,694)
------ ------ ------- -------

Adjusted EBITDA $(15,457) $(5,674) $(45,604) $(15,944)
======== ======= ======== ========




Tribune Media Company - Television and Entertainment

Reconciliation of Operating Profit to Adjusted EBITDA and Broadcast Cash Flow - Pro forma (1)

(In thousands of dollars)

(Unaudited)


Q1 2013 Q2 2013 Q3 2013 Q4 2013 Full Year 2013
------- ------- ------- ------- --------------

Pro forma (1) Pro forma (1) Pro forma (1) Pro forma (1) Pro forma (1)
------------ ------------ ------------ ------------ ------------

Advertising $300,649 $336,589 $319,249 $336,912 $1,293,399

Retransmission consent fees 29,567 32,029 34,167 34,774 130,537

Carriage fees 13,733 13,719 13,408 12,936 53,796

Barter/trade 10,341 10,634 10,540 11,253 42,768

Copyright royalties 9,708 6,296 6,261 10,689 32,954

Other 5,306 6,710 6,407 9,328 27,751


Total Revenues 369,304 405,977 390,032 415,892 1,581,205
======= ======= ======= ======= =========


Operating expenses 280,031 299,590 295,600 307,047 1,182,268


Operating Profit 89,273 106,387 94,432 108,845 398,937

Depreciation 12,264 13,408 13,599 14,444 53,715

Amortization 28,169 28,172 28,264 29,451 114,056

Stock-based compensation 200 663 923 792 2,578

Severance and related charges 109 504 726 302 1,641

Transaction-related costs - - 48 181 229

Other 155 1 77 1,275 1,508

Pension (credit) expense (69) 26 (21) (22) (86)
--- --- --- --- ---

Adjusted EBITDA $130,101 $149,161 $138,048 $155,268 $572,578
======== ======== ======== ======== ========


Broadcast rights -
Amortization 56,066 65,607 64,896 53,266 239,835

Broadcast rights -Cash
Payments (63,755) (75,383) (71,665) (68,470) (279,273)
------- ------- ------- ------- --------

Broadcast Cash Flow $122,412 $139,385 $131,279 $140,064 $533,140




(1) Amounts are pro forma for
the acquisition of Local TV,
which was completed on
December 27, 2013, as if the
acquisition had occurred as of
the beginning of fiscal 2013.
Pro forma operating expenses,
depreciation and amortization
for Local TV are based on
Local TV's historical basis of
presentation and do not
reflect the impact of purchase
accounting.




SOURCE Tribune Media Company

Tribune Media Company

CONTACT: INVESTOR CONTACT: Donna Granato, VP/Corporate Finance, Investor Relations, 212/210-2703, dgranato@tribunemedia.com; MEDIA CONTACT: Christa Robinson, Chief Communications Officer, 212/210-2794, christa@tribunemedia.com

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


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