Tribune Media Company Reports Second Quarter 2016 Results

Tribune Media Company Reports Second Quarter 2016 Results

NEW YORK, Aug. 9, 2016 /PRNewswire/ -- Tribune Media Company (the "Company") (NYSE: TRCO) today reported its results for the three months and six months ended June 30, 2016.

SECOND QUARTER 2016 HIGHLIGHTS (compared to second quarter 2015)


-- Consolidated operating revenues increased 5% to $526.1 million
-- Consolidated operating profit increased 133% to $46.1 million
-- Consolidated Adjusted EBITDA increased 38% to $127.5 million
-- Diluted loss per common share was $1.76 compared to $0.04 in the second
quarter of 2015 and included income tax charges of $2.11 per common
share recorded in the second quarter of 2016 related to the Company's
2008 Newsday transaction. Adjusted diluted earnings per share, which
excludes the Newsday-related income tax charges and certain other
adjustments, was $0.42 compared to $0.19 in the second quarter of 2015
-- Total Television and Entertainment net advertising revenues (which
include political revenues) increased 1%, to $337.2 million,
notwithstanding two fewer days in the second quarter of 2016
-- Retransmission consent revenue increased 19% to $83.3 million
-- Carriage fee revenue increased 41% to $30.4 million
"Our operating results for the second quarter and first-half of this year demonstrate that our fundamental strategies continue to drive solid growth in revenue and Adjusted EBITDA," said Peter Liguori, Tribune Media's President and Chief Executive Officer.

"Television and Entertainment net core advertising was up in the first six months of the year and flat in the second quarter after adjusting for the two fewer days in the quarter. Gross political advertising revenue is on track to be a record year and to meet our $200 million target. Retransmission consent and carriage fee revenues continue to increase, and WGN America is capitalizing on the success of "Underground", "Outsiders" and "Salem". Thanks to disciplined cost management, coupled with lower programming expenses, quarterly operating expenses are down from the second quarter of 2015. Importantly, we continue to make progress on our ongoing strategic review, including the monetization of our valuable real estate portfolio in what have been highly competitive bidding processes. We are confident we can deliver strong Adjusted EBITDA growth in the second half of 2016 and are reaffirming our full-year consolidated financial guidance."

SECOND QUARTER AND YEAR-TO-DATE 2016 RESULTS

Consolidated

Consolidated operating revenues for the second quarter of 2016 were $526.1 million compared to $501.5 million in the second quarter of 2015, representing an increase of $24.6 million, or 5%. The increase was driven by higher advertising revenue despite two fewer selling days in the quarter, retransmission consent and carriage fee revenues, and an increase in Digital and Data revenues.

For the six months ended June 30, 2016, consolidated operating revenues were $1,046.6 million compared to $974.3 million in the six months ended June 30, 2015, representing an increase of $72.4 million, or 7%.

Consolidated operating profit was $46.1 million for the second quarter of 2016 compared to $19.8 million in the second quarter of 2015, representing an increase of $26.4 million, or 133%. The increase was primarily attributable to Television and Entertainment operating profit driven by higher revenues and lower programming costs, partially offset by higher operating losses for Digital and Data and Corporate and Other. For the six months ended June 30, 2016, consolidated operating profit decreased $7.4 million to $73.4 million from $80.7 million in the six months ended June 30, 2015.

In the second quarter of 2016, as a result of extensive discussions with the IRS administrative appeals division, the Company reevaluated its tax litigation position related to the transaction the Company consummated in 2008 in connection with the formation of the Newsday partnership. As a result, the Company recorded a $102 million charge included in income tax expense to establish a reserve for federal and state taxes, interest and penalties net of federal and state tax benefit for deductible interest. The Company expects to reach a resolution of the tax dispute in the second half of 2016. In connection with the recording of this reserve, the Company also recorded $91 million of income tax expense to increase the Company's deferred tax liability to reflect a reduction in the tax basis of the Company's assets. These income tax charges totaled $193 million, or $2.11 per common share, in the second quarter of 2016.

Consolidated net loss was $161.6 million in the second quarter of 2016 compared to a net loss of $3.3 million in the second quarter of 2015. Diluted loss per common share for the second quarter of 2016 was $1.76 compared to $0.04 for the second quarter of 2015. Adjusted diluted earnings per share ("Adjusted EPS") for the second quarter of 2016 was $0.42 compared to $0.19 for the second quarter of 2015. Both diluted loss per common share and Adjusted EPS in the second quarter of 2016 include an income tax benefit of $1.8 million, or $0.02 per share, related to certain state income tax matters and other tax adjustments.

Consolidated net loss was $150.5 million for the six month ended June 30, 2016 compared to net income of $33.2 million for the six months ended June 30, 2015. For the six months ended June 30, 2016, diluted loss per common share was $1.64 compared to diluted earnings per share of $0.34 for the six months ended June 30, 2015. Adjusted EPS for the six months ended June 30, 2016 was $0.61 compared to $0.59 for the six months ended June 30, 2015. Both diluted loss per common share and Adjusted EPS for the six months ended June 30, 2016, include a net income tax charge of $2.0 million, or $0.02 per share, including a $3.8 million charge related to the write-off of unrealized deferred tax assets related to stock-based compensation, partially offset by the income tax benefit recorded in the second quarter of 2016 noted above.

Consolidated Adjusted EBITDA increased to $127.5 million in the second quarter of 2016 from $92.3 million in the second quarter of 2015, representing an increase of $35.2 million, or 38%. The increase in consolidated Adjusted EBITDA was primarily attributable to higher retransmission consent and carriage fee revenues and a decrease in programming expenses. For the six months ended June 30, 2016, consolidated Adjusted EBITDA increased $12.1 million, or 5%, to $233.3 million as compared to $221.3 million in the six months ended June 30, 2015.

Cash distributions from equity investments in the second quarter of 2016 were $36.3 million compared to $34.2 million in the second quarter of 2015. Cash distributions for the six months ended June 30, 2016 were $125.6 million compared to $129.1 million for the six months ended June 30, 2015.

Television and Entertainment

Revenues were $467.1 million in the second quarter of 2016 compared to $445.6 million in the second quarter of 2015, an increase of $21.5 million, or 5%, which we achieved notwithstanding having two fewer selling days in the quarter. The increase was driven by a $9.4 million increase in net political advertising revenue, an increase in retransmission consent revenue of $13.2 million, or 19%, and an increase in carriage fee revenue of $8.8 million, or 41%, partially offset by a decrease in core advertising (comprised of local and national advertising, excluding political) of $8 million, or 2%.

Television and Entertainment segment revenues for the six months ended June 30, 2016 were $921.8 million compared to $855.9 million for the six months ended June 30, 2015, an increase of $65.9 million, or 8%. The increase was driven by a $22.7 million increase in net political advertising revenues, an increase in retransmission consent revenues of $27.9 million, or 20%, and an increase in carriage fee revenues of $18.3 million, or 42%.

Television and Entertainment operating profit for the second quarter of 2016 was $83.6 million compared to $47.1 million in the second quarter of 2015, an increase of $36.5 million, or 78%. Television and Entertainment Adjusted EBITDA for the second quarter of 2016 was $141.7 million compared to $104.3 million in the second quarter of 2015, an increase of $37.5 million, or 36%, due to higher revenues and lower programming and promotion costs. For the six months ended June 30, 2016, Television and Entertainment operating profit was $142.3 million as compared to $126.4 million for the six months ended June 30, 2015, an increase of $15.9 million, or 13%. Television and Entertainment Adjusted EBITDA was $257.7 million as compared to $239.2 million for the six months ended June 30, 2015, an increase of $18.4 million, or 8%.

Digital and Data

Revenues in the second quarter of 2016 were $47.3 million compared to $43.6 million in the second quarter of 2015, an increase of $3.7 million, or 9%. The increase was primarily due to additional revenue attributable to the acquisitions made in May 2015 and higher video revenues, partially offset by declines in music revenue. For the six months ended June 30, 2016, Digital and Data segment revenues were $100.6 million, an increase of $6.8 million, as compared to $93.8 million for the six months ended June 30, 2015.

Digital and Data operating loss for the second quarter of 2016 was $10.3 million compared to an operating loss of $4.2 million in the second quarter of 2015. Digital and Data Adjusted EBITDA was $2.4 million in the second quarter of 2016 compared to $6.6 million in the second quarter of 2015, a decrease of $4.3 million, primarily due to higher operating expenses related to the 2015 acquisitions and the development of new products. For the six months ended June 30, 2016, Digital and Data operating loss was $13.2 million compared to $0.4 million for the six months ended June 30, 2015. Digital and Data Adjusted EBITDA was $11.3 million compared to $19.1 million in the six months ended June 30, 2015.

Corporate and Other

Real estate revenues for the second quarter of 2016 were $11.6 million compared to $12.3 million for the second quarter of 2015, representing a decrease of $0.6 million, or 5%, primarily due to recent property sales. Real estate revenues for the six months ended June 30, 2016 were $24.2 million, compared to $24.5 million for the six months ended June 30, 2015, representing a decrease of $0.3 million, or 1%.

Corporate and Other operating loss for the second quarter of 2016 was $27.2 million compared to $23.2 million in the second quarter of 2015. Corporate and Other Adjusted EBITDA for the second quarter of 2016 represented a loss of $16.6 million compared to a loss of $18.6 million in the second quarter of 2015. The decrease in loss was primarily a result of lower technology and shared services expenses. For the six months ended June 30, 2016, Corporate and Other operating loss for the six months ended June 30, 2016 was $55.8 million compared to $45.3 million for the six months ended June 30, 2015. Corporate and Other Adjusted EBITDA represented a loss of $35.7 million, compared to a loss of $37.1 million for the six months ended June 30, 2015.

RETURN OF CAPITAL TO SHAREHOLDERS

Stock Repurchase Program

On February 24, 2016, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $400 million of its outstanding Class A common stock. During the second quarter of 2016, the Company repurchased 1,473,364 shares of the Company's Class A common stock in open market transactions for an aggregate purchase price of approximately $56 million. Since the announcement of the new stock repurchase program on February 24, 2016 through August 5, 2016, the Company has repurchased an aggregate of 2,516,663 shares of the Company's Class A common stock in open market transactions at an aggregate purchase price of approximately $96 million. As of August 5, 2016, the remaining authorized amount under the current program totaled $304 million.

Quarterly Dividend

On August 3, 2016, the Company's Board of Directors approved a quarterly cash dividend of $0.25 per share on the Company's 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 September 2, 2016, to stockholders of record at the close of business on August 19, 2016. This is the sixth quarterly dividend declared under the Company's dividend program announced on March 6, 2015. Future dividends will be subject to the discretion of the Company's Board of Directors.

RECENT DEVELOPMENTS

Real Estate Transactions

On June 2, 2016, the Company sold its Allentown, PA property for net proceeds of $8 million and on May 2, 2016, the Company sold its Deerfield Beach, FL property for net proceeds of $24 million.

On July 7, 2016, the Company sold its Seattle, WA real estate for net proceeds of $19 million and entered into a long-term lease of the facilities on the property for the continued operations of its two television stations, KCPQ-TV and KOJO-TV. On July 12, 2016, the Company sold two of its Orlando, FL properties for net proceeds of $34 million. On July 14, 2016, the Company sold its Arlington Heights, IL property for net proceeds of $0.4 million.

Additionally, as of August 9, 2016, the Company has agreements for the sales of the Los Angeles Times Square property and the Olympic Printing Plant facility located in Los Angeles, CA, certain broadcasting properties located in Chicago, IL and Denver, CO and properties in Baltimore, MD. All of these transactions are expected to close during the third quarter of 2016. Non-refundable deposits are currently held in escrow for the Los Angeles Times Square and Olympic Plant properties, subject to the terms of such sale agreements. The closing of these transactions is subject to certain adjustments and customary closing conditions and there can be no assurance that these sales will be completed in a timely manner or at all.

DISH Network

On June 12, 2016, Tribune Broadcasting's programming agreement with DISH Network expired and as a result the Company's stations and WGN America have been off DISH Network since such date. If we are unable to enter into a new contract with DISH Network, our retransmission consent and carriage fees and other revenues will be impacted in future periods.

FINANCIAL GUIDANCE

The Company is reaffirming guidance related to its 2016 full year, except for Real Estate and Corporate and Other Adjusted EBITDA guidance both which we are slightly modifying to reflect real estate sales that have closed to date. The actual results for the full year may differ materially from the below guidance due to, among other factors, the strategic and financial alternatives discussed in our fourth quarter and full year 2015 earnings release. In particular, the Company's full year consolidated revenue guidance may be impacted by the loss of rental income if certain material real estate sale transactions are consummated in the near future or by the continuation of our dispute with DISH Network depending on its duration. 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."

For full year 2016, the Company expects:

Consolidated revenues to be between $2.25 billion and $2.28 billion

Consolidated Adjusted EBITDA to be between $615 million and $645 million

Television and Entertainment segment revenues to be between $1.975 billion and $2.000 billion

Television and Entertainment segment Adjusted EBITDA to be between $640 million and $665 million

Digital and Data segment revenues to be between $225 million and $235 million

Digital and Data segment Adjusted EBITDA to be between $47 million and $50 million

Real estate revenues to be approximately $45 million

Real estate expenses to be approximately $24 million

Corporate expenses to be between $93 million and $95 million

Corporate and Other Adjusted EBITDA to be between $(72) million and $(74) million

Capital expenditures to be approximately $127 million ($63 million of which is non-recurring)

Cash taxes to be between $115 million and $125 million (excludes payments for any potential Newsday resolution and transactions such as real estate sales)

Cash interest to be approximately $160 million

See "Non-GAAP Financial Measures" below for more information regarding certain financial measures we present that are not recognized under accounting principles generally accepted in the U.S. ("GAAP").

CONFERENCE CALL INFORMATION

The Company will host a conference call today at 8:30 a.m. ET to discuss its second 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 8395040.

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 August 16, 2016 at (877) 344-7529 (domestic) or (412) 317-0088 (international). The confirmation code for the replay is 10090085.

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 approximately 50 million households, national entertainment cable network WGN America, whose reach is approaching 80 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 and Adjusted EPS for the Company and Adjusted EBITDA for 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 EPS, Adjusted EBITDA and Broadcast Cash Flow are financial measures that are not recognized under accounting principles generally accepted in the U.S. ("GAAP"). With respect to our expectations under "Financial Guidance" above, no reconciliation of the forecasted range for Adjusted EBITDA on a consolidated or segment basis for fiscal 2016 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. In particular, reconciliation of guidance for Consolidated Adjusted EBITDA or Adjusted EBITDA on a segment basis to the closest corresponding GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures such as the measures and effects of stock-based compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our stock price and other non-recurring or unusual items such as impairment charges, transaction-related costs and gains or losses on sales of assets. We expect the variability of the above items to have a significant, and potentially unpredictable, impact on our future GAAP financial results. Adjusted EPS is calculated based on net income (loss) before investment transactions, loss on extinguishment of debt, certain special items (including severance), certain income tax charges, non-operating items, gain (loss) on sales of real estate, impairments and other non-cash charges and reorganization items per common share. Adjusted EBITDA for the Company is defined as net income (loss) before income taxes, investment transactions, loss on 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, gain (loss) on sales of real estate, goodwill and other intangible asset and program impairments and other non-cash charges 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, goodwill and other intangible asset and program impairments and other non-cash charges 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 EPS, 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 Adjusting EPS, 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 EPS, 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 EPS, 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 Adjusted EPS and Adjusted EBITDA and segment Adjusted EBITDA and Broadcast Cash Flow to the most directly comparable financial measures calculated and presented in accordance with GAAP.

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 2016 forecasted revenues, Adjusted EBITDA and other consolidated and segment financial performance guidance, our real estate monetization strategy, exploration of strategic and financial alternatives and other corporate initiatives, 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 February 29, 2016. "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: changes in advertising demand and audience shares; competition and other economic conditions including incremental fragmentation of the media landscape and competition from other media alternatives; changes in the overall market for broadcast and cable television advertising, including through regulatory and judicial rulings; our ability to protect our intellectual property and other proprietary rights; availability and cost of quality network, syndicated and sports programming affecting our television ratings; the loss, cost and / or modification of our network affiliation agreements; our ability to renegotiate retransmission consent agreements with multichannel video programming distributors; our ability to expand our Digital and Data business operations internationally; our ability to realize the full value, or successfully complete the planned divestitures of our real estate assets; the effects of our ongoing contract dispute with DISH Network and our ability to timely enter into a new programming contract with DISH Network; the incurrence of additional tax-related liabilities related to historical income tax returns; our ability to expand our operations internationally; the timing and administration by the FCC of a potential auction of spectrum and our ability to monetize our spectrum through sales channel sharing arrangements or relocations; the incurrence of costs to address contamination issues at sites owned, operated or used by our businesses; 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; our ability to successfully execute our business strategy, including our exploration of strategic and financial alternatives to enhance shareholder value; the financial performance of our equity method investments; the impairment of our existing goodwill and other intangible assets; compliance with government regulations applicable to the television and radio broadcasting industry; changes in accounting standards; the payment of cash dividends on our common stock; impact of increases in interest rates on our variable rate indebtedness or refinancings thereof; impact of foreign currency exchange rate changes; 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 Six Months Ended
------------------ ----------------

June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015
------------- ------------- ------------- -------------

Operating Revenues

Television and
Entertainment $467,149 $445,622 $921,846 $855,922

Digital and Data 47,334 43,625 100,587 93,827

Other 11,630 12,277 24,195 24,512

Total operating revenues 526,113 501,524 1,046,628 974,261
------- ------- --------- -------

Operating Expenses

Programming 122,803 137,682 246,970 231,198

Direct operating
expenses 115,198 112,533 229,274 215,521

Selling, general and
administrative 175,032 165,122 363,372 315,595

Depreciation 17,519 17,966 34,857 35,020

Amortization 49,421 48,437 98,799 96,208

Total operating expenses 479,973 481,740 973,272 893,542
------- ------- ------- -------

Operating Profit 46,140 19,784 73,356 80,719

Income on equity
investments, net 44,306 45,913 82,558 82,847

Interest and dividend
income 241 43 386 410

Interest expense (41,907) (40,374) (83,883) (79,586)

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

Gain on investment
transaction - 8,133 - 8,820

Other non-operating
(loss) gain (75) 211 421 211

Reorganization items,
net (366) (628) (800) (1,620)
---- ---- ---- ------

Income (Loss) Before
Income Taxes 48,339 (3,958) 72,038 54,761

Income tax expense
(benefit) 209,902 (693) 222,508 21,609
------- ---- ------- ------

Net (Loss) Income $(161,563) $(3,265) $(150,470) $33,152
========= ======= ========= =======

Net (Loss) Earnings Per Common Share:

Basic $(1.76) $(0.04) $(1.64) $0.34

Diluted $(1.76) $(0.04) $(1.64) $0.34


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


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)


June 30, 2016 December 31, 2015
------------- -----------------

Assets

Current Assets

Cash and cash
equivalents $366,640 $262,644

Restricted cash and
cash equivalents 17,579 17,595

Accounts receivable
(net of allowances of
$8,138 and $8,176) 447,964 466,628

Broadcast rights 140,278 160,240

Income taxes receivable 21,985 42,838

Prepaid expenses 35,489 63,337

Other 9,383 8,663
----- -----

Total current assets 1,039,318 1,021,945
--------- ---------

Properties

Property, plant and
equipment 698,019 818,658

Accumulated
depreciation (182,996) (160,801)
-------- --------

Net properties 515,023 657,857
------- -------

Other Assets

Broadcast rights 163,289 203,422

Goodwill 3,562,586 3,561,812

Other intangible
assets, net 2,141,638 2,240,199

Assets held for sale 295,542 206,422

Investments 1,652,954 1,692,700

Other 96,318 124,506
------ -------

Total other assets 7,912,327 8,029,061
--------- ---------

Total Assets $9,466,668 $9,708,863
========== ==========




TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

June 30, 2016 December 31, 2015
------------- -----------------

Liabilities and Shareholders' Equity

Current Liabilities

Accounts payable $61,603 $60,394

Debt due within one year (net of unamortized discounts
and debt issuance costs of $7,938 and $7,979) 19,904 19,862

Income taxes payable 8,711 3,458

Income tax reserves 125,400 -

Employee compensation and benefits 70,576 87,976

Contracts payable for broadcast rights 193,851 236,676

Deferred revenue 39,297 44,721

Interest payable 30,057 33,828

Other 43,827 53,885

Total current liabilities 593,226 540,800
------- -------

Non-Current Liabilities

Long-term debt (net of unamortized discounts and debt
issuance costs of $44,271 and $48,809) 3,400,106 3,409,489

Deferred income taxes 1,043,818 984,032

Contracts payable for broadcast rights 318,575 385,107

Contract intangible liability, net 5,100 13,772

Pension obligations, net 437,985 456,073

Postretirement, medical, life and other benefits 15,475 16,092

Other obligations 68,453 71,776
------ ------

Total non-current liabilities 5,289,512 5,336,341
--------- ---------

Total Liabilities 5,882,738 5,877,141
--------- ---------


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 June 30, 2016 and at December 31, 2015 - -

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

Authorized: 1,000,000,000 shares; 100,378,256 shares
issued and 90,963,065 shares outstanding at June 30,
2016 and 100,015,546 shares issued and 92,345,330
shares outstanding at December 31, 2015 157 100

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

Authorized: 1,000,000,000 shares; Issued and
outstanding: 5,605 shares at June 30, 2016 and at
December 31, 2015 - -

Treasury stock, at cost: 9,415,191 shares at June 30,
2016 and 7,670,216 shares at December 31, 2015 (469,380) (400,153)

Additional paid-in-capital 4,586,905 4,619,618

Retained deficit (472,821) (322,351)

Accumulated other comprehensive loss (66,568) (71,016)
------- -------

Total Tribune Media Company shareholders' equity 3,578,293 3,826,198

Noncontrolling interest 5,637 5,524
----- -----

Total shareholders' equity 3,583,930 3,831,722
--------- ---------

Total Liabilities and Shareholders' Equity $9,466,668 $9,708,863
========== ==========




TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

(Unaudited)

Six Months Ended
----------------

June 30, 2016 June 30, 2015
------------- -------------

Operating Activities

Net (loss) income $(150,470) $33,152

Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:

Stock-based compensation 18,003 16,796

Pension credit, net of
contributions (12,055) (14,583)

Depreciation 34,857 35,020

Amortization of contract
intangible assets and
liabilities (8,048) (7,079)

Amortization of other
intangible assets 98,799 96,208

Income on equity
investments, net (82,558) (82,847)

Distributions from equity
investments 125,604 129,148

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

Original issue discount
payments - (6,158)

Amortization of debt
issuance costs and original
issue discount 5,559 6,690

Gain on investment
transaction - (8,820)

Impairment of real estate 14,600 -

Loss on sale of real estate 449 97

Other non-operating gain (421) (211)

Change in excess tax
benefits from stock-based
awards - 532

Changes in working capital items, excluding effects from
acquisitions:

Accounts receivable, net 18,256 16,925

Prepaid expenses and other
current assets 27,120 (29,812)

Accounts payable 4,498 (4,174)

Employee compensation and
benefits, accrued expenses
and other current
liabilities (30,405) (8,567)

Deferred revenue (5,693) (2,420)

Income taxes 151,485 (284,524)

Change in broadcast rights,
net of liabilities (49,261) 8,998

Deferred income taxes 57,489 (5,805)

Change in non-current
obligations for uncertain
tax positions (2,824) -

Other, net 26,335 1,576
------ -----

Net cash provided by (used
in) operating activities 241,319 (76,378)
------- -------

Investing Activities

Capital expenditures (35,431) (38,717)

Acquisitions, net of cash
acquired - (69,974)

Transfers from restricted
cash 297 -

Investments (3,451) (2,911)

Proceeds from sales of real
estate and other assets 33,702 13,750

Net cash used in investing
activities (4,883) (97,852)
------ -------







TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

(Unaudited)

Six Months Ended
----------------

June 30, 2016 June 30, 2015
------------- -------------

Financing Activities

Long-term borrowings - 1,100,000

Repayments of long-term
debt (13,920) (1,100,342)

Long-term debt
issuance costs (784) (20,207)

Payments of dividends (46,174) (672,744)

Settlement of
contingent
consideration (750) -

Common stock
repurchases (66,548) (181,276)

Change in excess tax
benefits from stock-
based awards - (532)

Tax withholdings
related to net share
settlements of share-
based awards (4,377) (3,831)

Proceeds from stock
option exercises - 166

Contribution from
noncontrolling
interest 113 1,324

Net cash used in
financing activities (132,440) (877,442)
-------- --------


Net Increase (Decrease)
in Cash and Cash
Equivalents 103,996 (1,051,672)

Cash and cash
equivalents, beginning
of period 262,644 1,455,183

Cash and cash
equivalents, end of
period $366,640 $403,511
======== ========


Supplemental Schedule of Cash Flow
Information

Cash paid during the period for:

Interest $81,989 $81,981

Income taxes, net $15,868 $311,672







Tribune Media Company - Consolidated

Reconciliation of Net (Loss) Income to Adjusted EBITDA

(in thousands of dollars)

(Unaudited)


Three Months Ended Six Months Ended
------------------ ----------------

June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015
------------- ------------- ------------- -------------

Revenue $526,113 $501,524 $1,046,628 $974,261



Net (Loss) Income $(161,563) $(3,265) $(150,470) $33,152


Income tax expense
(benefit) 209,902 (693) 222,508 21,609

Reorganization items,
net 366 628 800 1,620

Other non-operating
loss (gain) 75 (211) (421) (211)

Gain on investment
transaction - (8,133) - (8,820)

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

Interest expense 41,907 40,374 83,883 79,586

Interest and dividend
income (241) (43) (386) (410)

Income on equity
investments, net (44,306) (45,913) (82,558) (82,847)
------- ------- ------- -------

Operating Profit $46,140 $19,784 $73,356 $80,719

Depreciation 17,519 17,966 34,857 35,020

Amortization 49,421 48,437 98,799 96,208

Stock-based
compensation 9,510 8,951 18,003 16,796

Severance and related
charges 770 335 770 1,236

Transaction-related
costs 2,627 3,825 4,468 5,463

Loss (gain) on sales
of real estate 449 (9) 449 97

Real estate
impairments and
other 7,134 300 14,695 333

Pension credit (6,062) (7,280) (12,055) (14,583)

Adjusted EBITDA $127,508 $92,309 $233,342 $221,289
======== ======= ======== ========




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 Six Months Ended
------------------ ----------------

June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015
------------- ------------- ------------- -------------

Advertising $337,235 $334,557 $657,519 $634,259

Retransmission consent
fees 83,278 70,078 166,805 138,891

Carriage fees 30,396 21,618 61,410 43,120

Barter/trade 9,230 9,561 19,306 18,787

Copyright royalties 1,000 3,832 2,343 8,097

Other 6,010 5,976 14,463 12,768
----- ----- ------ ------

Total Revenues $467,149 $445,622 $921,846 $855,922


Operating Profit $83,588 $47,088 $142,333 $126,436

Depreciation 11,106 12,023 22,122 23,446

Amortization 41,476 41,475 82,951 82,985

Stock-based
compensation 3,846 3,340 7,498 5,833

Severance and related
charges 21 340 21 536

Real estate
impairments and other 1,682 - 2,761 13

Adjusted EBITDA $141,719 $104,266 $257,686 $239,249
======== ======== ======== ========


Broadcast rights -
Amortization $107,747 $110,913 $213,207 $182,921

Broadcast rights -
Cash Payments (105,366) (117,062) (240,823) (201,777)
-------- -------- -------- --------

Broadcast Cash Flow $144,100 $98,117 $230,070 $220,393







Tribune Media Company - Digital and Data

Reconciliation of Operating Loss to Adjusted EBITDA

(in thousands of dollars)

(Unaudited)


Three Months Ended Six Months Ended
------------------ ----------------

June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015
------------- ------------- ------------- -------------

Video and other $34,334 $29,329 $71,098 $55,551

Music 13,000 14,296 29,489 38,276
------ ------ ------ ------

Total Revenues $47,334 $43,625 $100,587 $93,827


Operating Loss $(10,298) $(4,150) $(13,210) $(416)

Depreciation 3,054 2,321 5,951 4,426

Amortization 7,945 6,962 15,848 13,223

Stock-based
compensation 999 679 1,988 1,230

Severance and
related charges - (16) - (189)

Transaction-
related costs 284 547 343 547

Other 389 300 389 300
--- --- --- ---

Adjusted EBITDA $2,373 $6,643 $11,309 $19,121
====== ====== ======= =======




Tribune Media Company - Corporate and Other

Reconciliation of Operating Loss to Adjusted EBITDA

(in thousands of dollars)

(Unaudited)


Three Months Ended Six Months Ended
------------------ ----------------

June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015
------------- ------------- ------------- -------------

Total Revenues $11,630 $12,277 $24,195 $24,512



Operating Loss $(27,150) $(23,154) $(55,767) $(45,301)

Depreciation 3,359 3,622 6,784 7,148

Stock-based
compensation 4,665 4,932 8,517 9,733

Severance and
related charges 749 11 749 889

Transaction-
related costs 2,343 3,278 4,125 4,916

Loss (gain) on
sales of real
estate 449 (9) 449 97

Real estate
impairments and
other 5,063 - 11,545 20

Pension credit (6,062) (7,280) (12,055) (14,583)


Adjusted EBITDA $(16,584) $(18,600) $(35,653) $(37,081)
======== ======== ======== ========




Tribune Media Company - Consolidated

Reconciliation of Diluted EPS to Adjusted EPS

(in thousands of dollars, except per share data)

(Unaudited)


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

June 30, 2016 June 30, 2015
------------- -------------

Pre- Tax After- Tax Diluted EPS Pre- Tax After- Tax Diluted EPS
-------- ---------- ----------- -------- ---------- -----------


Diluted EPS $(1.76) $(0.04)

Newsday income tax
charges $ - $193,231 2.11 $ - $ - -

Reorganization items,
net 366 366 0.00 628 625 0.01

Other non-operating
loss (gain) 75 45 0.00 (211) (127) (0.00)

Gain on investment
transaction - - - (8,133) (4,959) (0.05)

Loss on
extinguishment of
debt - - - 37,040 22,520 0.24

Severance and related
charges 770 467 0.01 335 203 0.00

Transaction-related
costs 2,627 1,705 0.02 3,825 3,002 0.03

Loss (gain) on sales
of real estate 449 273 0.00 (9) (7) (0.00)

Real estate
impairments and
other 7,134 4,346 0.05 300 194 0.00

Adjusted EPS (1)(2) $0.42 $0.19
===== =====




Six Months Ended
----------------

June 30, 2016 June 30, 2015
------------- -------------

Pre-Tax After-Tax Diluted EPS Pre-Tax After-Tax Diluted EPS
------- --------- ----------- ------- --------- -----------


Diluted EPS $(1.64) $0.34

Newsday income tax
charges $ - $193,231 2.10 $ - $ - -

Reorganization items,
net 800 800 0.01 1,620 1,533 0.02

Other non-operating
gain (421) (256) (0.00) (211) (127) (0.00)

Gain on investment
transaction - - - (8,820) (5,386) (0.06)

Loss on
extinguishment of
debt - - - 37,040 22,520 0.23

Severance and related
charges 770 467 0.01 1,236 751 0.01

Transaction-related
costs 4,468 2,882 0.03 5,463 4,369 0.05

Loss on sales of real
estate 449 273 0.00 97 58 0.00

Real estate
impairments and
other 14,695 8,944 0.10 333 215 0.00

Adjusted EPS (1)(2) $0.61 $0.59
===== =====



(1) Adjusted EPS totals may not foot due to rounding.

(2) For purposes of calculating Adjusted EPS for each period
presented, the Company utilizes the same weighted-average
outstanding shares as those used in the calculation of the reported
diluted GAAP EPS calculations.


SOURCE Tribune Media Company

Tribune Media Company

CONTACT: INVESTOR CONTACT, James Arestia, Director/Investor Relations, (646) 563-8296, jarestia@tribunemedia.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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