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.

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SOURCE Tribune Media Company