Tribune Media 8-K Tribune Media Company Reports Second Quarter 2015 Results

Q2 2015 Performance Summary

AUGUST 2015

Exhibit 99.2

2

Cautionary Statement Regarding Forward Looking Statements

This

presentation

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,

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;

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

presentation

may

not

in

fact

occur.

Any

forward-looking

information

presented

herein

is

made

only

as

of

the

date

of

this

presentation

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.

3

Non-GAAP Financial Measures

This

presentation

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

within

this

presentation

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.

4

Tribune Media

A diverse combination of media assets that meaningfully touch millions of people

every day, including compelling content in news and entertainment, significant

broadcast distribution, an emerging cable network, and a cutting-edge digital and

data business.

•

Broadcast:  42 owned or operated broadcast television stations in major markets

across the country.

•

WGN America:  A national, general entertainment cable network airing high

quality original content and reaching approximately 73 million households.

•

Digital and Data:  Growing global metadata business, powering some of the

biggest media brands in the world.

•

Real Estate and Investments:  76 real estate properties and equity investments

in a variety of media, online and other properties.

5

Q2 2015 Financial Highlights

As compared to the three months ended June 29, 2014

Consolidated operating revenue grew 6% to $501.5 million.

Television and Entertainment segment revenue grew 4%, driven by higher

advertising revenues and increased carriage and retransmission fees.

Consolidated operating profit decreased 39% to $19.8 million.

Consolidated Adjusted EBITDA decreased 29% due primarily to the previously

announced change in the timing of the amortization of programming expense for

original programming at WGN America, planned production funding for co-owned

original programming for WGN America, implementation costs for improved

technology applications and the establishment of new shared services operations.

Basic and diluted loss per share from continuing operations of $(0.04), which

includes a pre-tax charge of $37 million for loss on extinguishment of debt related

to the Company’s refinancing of its Term Loan Facility and issuance of $1.1 billion of

5.875% Senior Notes due 2022.

6

Strategic Highlights

Conversion of WGN America from a superstation to a basic cable network is

ahead of schedule, with an expectation of at least 75% of subscribers converted

by the end of 2015.

48% increase in WGN America carriage fees resulting, in part, from improved

off-network and original programming.

Achieved higher rates for local TV retransmission, driving 23% increase in fees.

Acquisitions of Infostrada

Statistics B.V. (“Infostrada

Sports”), SportsDirect

Inc.

(“SportsDirect”) and Covers Media Group (“Covers”) combined to create

Gracenote

Sports, a leading provider of sports metadata.

7

Consolidated Financial Results

Continued execution against the Company’s strategic objectives drove

positive top-line growth.

(USD thousands)

June 30, 2015

June 29, 2014

$

%

June 30, 2015

June 29, 2014

$

%

Operating Revenues

501,524

$             

474,979

$             

26,545

6%

974,261

$            

921,081

$            

53,180

6%

Operating Expenses

481,740

442,786

38,954

9%

893,542

838,628

54,914

7%

Operating Profit

19,784

32,193

(12,409)

-39%

80,719

82,453

(1,734)

-2%

Adjusted EBITDA

92,309

$               

130,344

$             

(38,035)

-29%

221,289

$            

268,330

$            

(47,041)

-18%

Adjusted EBITDA Margin

18.4%

27.4%

22.7%

29.1%

Six months ended:

Variance

Variance

Three months ended:

8

Television and Entertainment Segment

Operating Results

Revenues

Increase driven by higher retransmission consent fees, higher carriage fees and higher core

advertising partially offset by lower political advertising revenues.

Adjusted EBITDA

Higher amortization of programming expenses and production costs associated with planned

production funding for our co-owned original programming more than offset revenue increases.

(USD thousands)

June 30, 2015

June 29, 2014

$

%

June 30, 2015

June 29, 2014

$

%

Operating Revenues

445,622

$                

426,961

$                

18,661

4%

855,922

$              

827,162

$              

28,760

3%

Operating Expenses

398,534

374,547

23,987

6%

729,486

710,051

19,435

3%

Operating Profit

47,088

52,414

(5,326)

-10%

126,436

117,111

9,325

8%

Adjusted EBITDA

104,266

$                

140,636

$                

(36,370)

-26%

239,249

$              

280,317

$              

(41,068)

-15%

Adjusted EBITDA Margin

23.4%

32.9%

28.0%

33.9%

Three months ended:

Six months ended:

Variance

Variance

9

Television and Entertainment Segment

Revenues

(USD thousands)

June 30, 2015

June 29, 2014

$

%

June 30, 2015

June 29, 2014

$

%

Advertising

Core (Local / National)

310,865

$              

303,777

$              

7,089

2%

593,296

$              

592,200

$            

1,096

0%

Political

3,931

9,748

(5,817)

-60%

5,936

13,028

(7,092)

-54%

Digital

14,391

11,616

2,775

24%

26,632

22,061

4,571

21%

Other

5,370

4,788

582

12%

8,395

8,402

(7)

0%

Total Advertising

334,557

$              

329,928

$              

4,629

1%

634,259

$              

635,691

$            

(1,432)

0%

Retransmission consent fees

70,078

57,122

12,956

23%

138,891

112,687

26,204

23%

Carriage fees

21,618

14,591

7,027

48%

43,120

28,719

14,401

50%

Barter/trade

9,561

10,472

(911)

-9%

18,787

20,783

(1,996)

-10%

Copyright royalties

3,832

7,454

(3,622)

-49%

8,097

13,986

(5,889)

-42%

Other

5,976

7,394

(1,418)

-19%

12,768

15,296

(2,528)

-17%

Total operating revenues

445,622

$              

426,961

$              

18,661

4%

855,922

$              

827,162

$            

28,760

3%

Three months ended:

Six months ended:

% Variance

% Variance

Second Quarter Revenues

Retransmission consent fees up 23% to $70.1 million.

Carriage fees up 48% to $21.6 million.

Core advertising up 2.3% or $7.1 million.

Political advertising down $5.8 million due to 2015 being an off-election cycle year.

10

Television and Entertainment Segment

Adjusted EBITDA

Adjusted EBITDA

Adjusted EBITDA primarily impacted by higher programming amortization and production costs associated with

planned production funding for co-owned original programming. Manhattan (Season 2), Outsiders and Underground

were all in production during the second quarter of 2015.

(USD thousands)

June 30, 2015

June 29, 2014

$

%

June 30, 2015

June 29, 2014

$

%

Operating Profit

47,088

$                             

52,414

$                      

(5,326)

-10%

126,436

$                   

117,111

$                   

9,325

8%

Depreciation

12,023

13,136

(1,113)

-8%

23,446

25,512

(2,066)

-8%

Amortization

41,475

56,172

(14,697)

-26%

82,985

112,827

(29,842)

-26%

Stock-based compensation

3,340

2,113

1,227

58%

5,833

4,636

1,197

26%

Severance and related charges

340

108

232

215%

536

1,522

(986)

-65%

Transaction-related costs

—

974

(974)

-100%

—

1,391

(1,391)

-100%

Contract termination cost

—

15,646

(15,646)

-100%

—

15,646

(15,646)

-100%

Other

—

12

(12)

-100%

13

1,568

(1,555)

-99%

Pension expense

—

61

(61)

-100%

—

104

(104)

-100%

Adjusted EBITDA

104,266

$                           

140,636

$                    

(36,370)

-26%

239,249

$                   

280,317

$                   

(41,068)

-15%

Broadcast rights - Amortization

110,913

74,386

36,527

49%

182,921

130,080

52,841

41%

Broadcast rights - Cash Payments

(117,062)

(86,409)

(30,653)

35%

(201,777)

(147,227)

(54,550)

37%

Broadcast Cash Flow

98,117

$                             

128,613

$                    

(30,496)

-24%

220,393

$                   

263,170

$                   

(42,777)

-16%

Three months ended:

Six months ended:

Variance

Variance

11

Digital and Data Segment

Operating Results

Revenues and Expenses

Impacted by the acquisitions of HWW, What’s On and Baseline (all acquired in the second half

of 2014) as well as Infostrada

Sports, SportsDirect, Covers and Enswers

(all acquired in the

second quarter of 2015).

(USD thousands)

June 30, 2015

June 29, 2014

$

%

June 30, 2015

June 29, 2014

$

%

Operating Revenues

43,625

$             

33,807

$             

9,818

29%

93,827

$             

65,292

$             

28,535

44%

Operating Expenses

47,775

42,717

5,058

12%

94,243

76,288

17,955

24%

Operating Profit (Loss)

(4,150)

(8,910)

4,760

-53%

(416)

(10,996)

10,580

-96%

Adjusted EBITDA

6,643

$               

(963)

$                 

7,606

*

19,121

$             

4,064

$               

15,057

*

Adjusted EBITDA Margin

15.2%

-2.8%

20.4%

6.2%

* Represents positive change in excess of 100%

Six months ended:

Variance

Variance

Three months ended:

12

Digital and Data Segment

Revenues & Adjusted EBITDA

Revenue and Adjusted EBITDA increased primarily due to the impact of acquisitions made

throughout 2014 and 2015.

(USD thousands)

June 30, 2015

June 29, 2014

$

%

June 30, 2015

June 29, 2014

$

%

Video and other

29,329

$             

21,585

$             

7,744

36%

55,551

$             

42,357

$             

13,194

31%

Music

14,296

12,222

2,074

17%

38,276

22,935

15,341

67%

Total operating revenues

43,625

$             

33,807

$             

9,818

29%

93,827

$             

65,292

$             

28,535

44%

Operating Profit (Loss)

(4,150)

$              

(8,910)

$              

4,760

-53%

(416)

$                 

(10,996)

$            

10,580

-96%

Depreciation

2,321

1,909

412

22%

4,426

3,722

704

19%

Amortization

6,962

4,846

2,116

44%

13,223

8,865

4,358

49%

Stock-based compensation

679

688

(9)

-1%

1,230

1,337

(107)

-8%

Severance and related charges

(16)

504

(520)

*

(189)

1,136

(1,325)

*

Transaction-related costs

547

—

547

-

547

—

547

-

Other

300

—

300

-

300

—

300

-

Adjusted EBITDA

6,643

$               

(963)

$                 

7,606

*

19,121

$             

4,064

$               

15,057

*

* Represents positive or negative change in excess of 100%

Three months ended:

Variance

Six months ended:

Variance

13

Corporate and Other

Revenues and Expenses

Revenues represent real estate rental revenues earned from third parties, including Tribune Publishing Company.

Revenues declined due 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.

Corporate expenses increased as a result of:

•

The implementation of improved technology applications, and

•

The establishment of new shared services operations following the separation of Tribune Publishing in August 2014.

(USD thousands)

June 30, 2015

June 29, 2014

$

%

June 30, 2015

June 29, 2014

$

%

Operating Revenues

12,277

$              

14,211

$              

(1,934)

-14%

24,512

$              

28,627

$              

(4,115)

-14%

Operating Expenses

35,431

25,522

9,909

39%

69,813

52,289

17,524

34%

Operating Loss

(23,154)

(11,311)

(11,843)

*

(45,301)

(23,662)

(21,639)

91%

Depreciation

3,622

2,495

1,127

45%

7,148

5,017

2,131

42%

Stock-based compensation

4,932

3,320

1,612

49%

9,733

8,597

1,136

13%

Severance and related charges

11

100

(89)

-89%

889

493

            ��         

396

80%

Transaction-related costs

3,278

1,260

2,018

*

4,916

6,542

(1,626)

-25%

Loss on sales of real estate

(9)

—

(9)

-

97

—

97

-

Other

—

2,386

(2,386)

-100%

20

2,388

(2,368)

-99%

Pension credit

(7,280)

(7,579)

299

-4%

(14,583)

(15,426)

843

-5%

Adjusted EBITDA

(18,600)

$            

(9,329)

$              

(9,271)

99%

(37,081)

$            

(16,051)

$            

(21,030)

*

* Represents positive or negative change in excess of 100%

Variance

Three months ended:

Six months ended:

Variance

14

Real Estate

Property Overview –

as of December 28, 2014

Segment

Owned

Leased

Square Feet

Acres

Square

Feet

Television

& Entertainment

Office and studio buildings

1,252,143

91

522,991

Antenna land

--

781

--

Digital & Data

105,074

--

240,274

Other Real

Estate

Corporate

--

--

33,027

4,309,053

186

--

Vacant:

Properties to be sold (1)

275,582

14

--

Vacant:

Available for lease or redevelopment

1,505,102

63

--

(1) Two properties which occupied 248,582 square feet and 12 acres were sold in the first quarter of 2015.

Office buildings and other

Leased to outside parties

15

Real Estate

Premier Redevelopment Properties

Premier Redevelopment Properties represent ~70% of portfolio’s value

Property

Location

Sq.Ft

Acres

Redevelopment Status

Current Occupancy

Tribune Tower

Chicago, IL

737K

3.2

Operating as an

office tower

TPUB; TRCO; other 3

rd

parties

Freedom Center North

Chicago, IL

117K

7.0

Seeking JV Partner

Vacant

Freedom

Center South

Chicago, IL

854K

30.4

Operating

as an industrial

site

TPUB

Times

Mirror Square

Los Angeles, CA

834K

6.3

Operating as an

office building -

Seeking JV Partner

TPUB; other 3

rd

parties

Olympic Plant

Los Angeles, CA

626K

24.6

Active printing plant for LA Times

TPUB

Costa Mesa

Costa Mesa, CA

334K

21.1

Seeking JV Partner

Vacant

Ft.

Lauderdale –

Las Olas Way

Ft. Lauderdale, FL

--

1.4

JV partner identified

3

rd

party parking operator

Orlando

Sentinel Site

Orlando, FL

365K

18.8

Operating as an

office building -

Seeking JV Partner

TPUB; other 3

rd

parties

16

Debt and Cash

(USD thousands)

(1) In the first quarter of 2015, approximately $252 million of taxes was paid for the sale of the Company’s interest in Classified Ventures. On

April 9, 2015, the Company paid out approximately $649 million related to the special dividend.

June 30, 2015

December 28, 2014

Cash and cash equivalents (1)

403,511

$                         

1,455,183

$                      

Debt:

Term Loan Facility, due 2020

2,371,386

3,471,017

5.875% Senior Notes due 2022

1,100,000

-

Dreamcatcher Credit Facility, due 2018

20,885

23,914

Other

-

54

Total Debt

3,492,271

$                     

3,494,985

$                      

17

Focus on Shareholder Return

$400 million share repurchase program.

•

Approximately $333 million purchased through August 12, 2015.

Paid one-time special dividend of approximately $649 million on April 9,

2015.

Adopted quarterly dividend policy.

(1)

•

The Company paid its first quarterly dividend of $0.25 per share on June 15, 2015.

•

The Company announced its intention to pay its second quarterly dividend of $0.25 per

share on  August 24, 2015 to stockholders and warrant holders of record at the close of

business on August 10, 2015.

Strong Balance Sheet and Cash Generation Driving Capital Allocation Policy

(1) The declaration of any future dividends are subject to the discretion of the Board taking into account, among other things, future earnings, cash flows,

financial requirements and other factors, as well as restrictions contained in the Company’s debt agreements.

2015 Guidance

19

2015 Guidance

Consolidated

2015 Guidance

Range

Implied Y-o-Y

Change

Revenues

$2.00 billion to $2.03

billion

~ +2.5% to +4%

Adjusted EBITDA

$480 million to $495

million

~ (18.5)% to (21)%

20

2015 Guidance

Television and Entertainment Segment

Guidance

Range

Implied Y-o-Y

Change

Revenues

$1.75 billion to $1.77 billion

~ +2% to +3%

Core Advertising (Local and

national

advertising, excluding

political advertising)

Low to mid-single

digit increases over 2014

Retransmission Consent Fees

$275 million to $277 million

~ +20%

Cable Network Carriage Fees

$85 million to

$87 million

~ +50%

WGN

America / Tribune Studios

Programming Expenses

$(150)

million

to

$(160) million

~ +65% to +75%

Adjusted EBITDA

$500 million to $515 million

~ (16)% to (18.5)%

21

2015 Guidance

Digital and Data Segment

2015 Guidance

Range

Implied Y-o-Y

Change

Revenues

$200 million to $205 million

~ +15% to +18%

Adjusted EBITDA

$46 million to $48 million

~ +19% to +24.5%

22

2015 Guidance

Corporate and Other

Guidance

Range

Implied Y-o-Y

Change

Real Estate Revenues

Approximately

$50 million

~ (9)%

Real Estate Expenses

Approximately

$(30) million

~ 22%

Corporate Expenses

(excluding

stock-based compensation)

$(86) million to $(88) million

~ 13.5%

to 16%

Adjusted EBITDA

$(66) million to $(68) million

~ 45%

to 49%

23

2015 Guidance

Cash Flow

Guidance

Range

Total Capital Expenditures

Approximately

$100

million

(1)

Cash Taxes

$95 million -

$100

million

(2)

Cash Interest

Approximately

$130 million

Depreciation & Amortization

Approximately

$260

million

Stock-based

Compensation

Approximately

$35 million

(1)

The $100 million of expected capital expenditures includes approximately $50 million of non-recurring capital expenditures.

(2)

Cash taxes guidance 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 $103 million related to the

Company’s agreement on August 1, 2015 to sell all of its interest in NHLLC to CSC Holdings LLC. The taxes associated with this transaction

were on the balance sheet as of June 30, 2015 as a deferred tax liability and are expected to be paid in the fourth quarter of 2015.

24

Long-Term Outlook

The Company currently expects:

2016 Consolidated Adjusted EBITDA year-over-year growth of greater than

30%.

For the period 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.

Non-GAAP Reconciliations

26

Consolidated

Reconciliation of Net Income to Adjusted EBITDA

June 30, 2015

June 29, 2014

June 30, 2015

June 29, 2014

Revenues

501,524

$                   

474,979

$                   

974,261

$                   

921,081

$                   

Net (Loss) Income

(3,265)

$                      

82,922

$                       

33,152

$                      

123,990

$                    

Income from discontinued operations, net of taxes

—

15,840

—

28,441

(Loss) Income from Continuing Operations

(3,265)

67,082

33,152

95,549

Income tax (benefit) expense

(693)

42,305

21,609

59,954

Reorganization items, net

628

2,165

1,620

4,381

Other non-operating (gain) loss

(211)

1,295

(211)

1,138

Gain on investment transaction

(8,133)

(700)

(8,820)

(700)

Loss on extinguishment of debt

37,040

—

37,040

—

Interest expense

40,374

39,146

79,586

79,665

Interest and dividend income

(43)

(147)

(410)

(318)

Income on equity investments, net

(45,913)

(118,953)

(82,847)

(157,216)

Operating Profit

19,784

32,193

80,719

82,453

Depreciation

17,966

17,540

35,020

34,251

Amortization

48,437

61,018

96,208

121,692

Stock-based compensation

8,951

6,121

16,796

14,570

Severance and related charges

335

712

1,236

3,151

Transaction-related costs

3,825

2,234

5,463

7,933

Loss on sales of real estate

(9)

—

97

—

Contract termination cost

—

15,646

—

15,646

Other

300

2,398

333

3,956

Pension credit

(7,280)

(7,518)

(14,583)

(15,322)

Adjusted EBITDA

92,309

$                      

130,344

$                    

221,289

$                    

268,330

$                    

Six Months Ended

Three Months Ended

27

Television and Entertainment

Reconciliation of Operating Profit to Adjusted EBITDA and Broadcast Cash Flow

June 30, 2015

June 29, 2014

June 30, 2015

June 29, 2014

Advertising

334,557

$               

329,928

$               

634,259

$               

635,691

$               

Retransmission consent fees

70,078

57,122

138,891

112,687

Carriage fees

21,618

14,591

43,120

28,719

Barter/trade

9,561

10,472

18,787

20,783

Copyright royalties

3,832

7,454

8,097

13,986

Other

5,976

7,394

12,768

15,296

Total Revenues (1)

445,622

$               

426,961

$               

855,922

$               

827,162

$               

Operating Profit (1)

47,088

$                 

52,414

$                 

126,436

$               

117,111

$               

Depreciation

12,023

13,136

23,446

25,512

Amortization

41,475

56,172

82,985

112,827

Stock-based compensation

3,340

2,113

5,833

4,636

Severance and related charges

340

108

536

1,522

Transaction-related costs

—

974

—

1,391

Contract termination cost

—

15,646

—

15,646

Other

—

12

13

1,568

Pension expense

—

61

—

104

Adjusted EBITDA (1)

104,266

$               

140,636

$               

239,249

$               

280,317

$               

Broadcast

rights

-

Amortization

110,913

74,386

182,921

130,080

Broadcast

rights

-

Cash

Payments

(117,062)

(86,409)

(201,777)

(147,227)

Broadcast Cash Flow

98,117

$                 

128,613

$               

220,393

$               

263,170

$               

Six Months Ended

Three Months Ended

(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. 

28

Digital and Data

Reconciliation of Operating Profit to Adjusted EBITDA

June 30, 2015

June 29, 2014

June 30, 2015

June 29, 2014

Video and other

29,329

$                    

21,585

$                    

55,551

$                    

42,357

$                    

Music

14,296

12,222

38,276

22,935

Total Revenues (1)

43,625

$                    

33,807

$                    

93,827

$                    

65,292

$                    

Operating Profit (Loss) (1)

(4,150)

$                     

(8,910)

$                      

(416)

$                          

(10,996)

$                   

Depreciation

2,321

1,909

4,426

3,722

Amortization

6,962

4,846

13,223

8,865

Stock-based compensation

679

688

1,230

1,337

Severance and related charges

(16)

504

(189)

1,136

Transaction-related costs

547

—

547

—

Other

300

—

300

—

Adjusted EBITDA (1)

6,643

$                       

(963)

$                          

19,121

$                    

4,064

$                       

Six Months Ended

Three Months Ended

(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. 

29

Corporate and Other

Reconciliation of Operating Profit to Adjusted EBITDA

June 30, 2015

June 29, 2014

June 30, 2015

June 29, 2014

Total Revenues

12,277

$                           

14,211

$                           

24,512

$                           

28,627

$                           

Operating Loss

(23,154)

$                          

(11,311)

$                          

(45,301)

$                          

(23,662)

$                          

Depreciation

3,622

2,495

7,148

5,017

Stock-based compensation

4,932

3,320

9,733

8,597

Severance and related charges

11

100

889

493

Transaction-related costs

3,278

1,260

4,916

6,542

Loss on sales of real estate

(9)

—

97

—

Other

—

2,386

20

2,388

Pension credit

(7,280)

(7,579)

(14,583)

(15,426)

Adjusted EBITDA

(18,600)

$                          

(9,329)

$                            

(37,081)

$                          

(16,051)

$                          

Six Months Ended

Three Months Ended

Q2 2015 Performance Summary

AUGUST 2015