8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 10, 2016

TRIBUNE MEDIA COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-08572	36-1880355
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S Employer Identification Number)

435 North Michigan Avenue, Chicago, Illinois	60611
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 210-2786

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 10, 2016, Tribune Media Company (the “Company”) released earnings information for the three months ended March 31, 2016. A copy of the press release is furnished as Exhibit 99.1 to this report.

The slide presentation attached hereto as Exhibit 99.2 was posted to the corporate presentations section of our investor relations website in connection with the earnings call for the three months ended March 31, 2016 and may be used by the Company in presentations to investors from time to time.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 10, 2016.
99.2	Tribune Media Company slide presentation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 10, 2016	Tribune Media Company
	By:	/s/ Chandler Bigelow
		Chandler Bigelow
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 10, 2016.
99.2	Tribune Media Company slide presentation.

EX-99.1

Exhibit 99.1

Tribune Media Company Reports First Quarter 2016 Results

NEW YORK, May 10, 2016 — Tribune Media Company (the “Company”) (NYSE: TRCO) today reported its results for the three months ended March 31, 2016.

FIRST QUARTER 2016 HIGHLIGHTS (compared to first quarter 2015 unless noted)

• Consolidated operating revenues increased 10% to $520.5 million

• Core advertising revenues increased 2.2% to $291.8 million

• Net political advertising revenues of $15.3 million increased 169% compared to pro forma¹ first quarter 2012

• Retransmission consent revenue increased 21% to $83.5 million

• Carriage fee revenue increased 44% to $31.0 million

• WGN America primetime ratings² increased 51%, driven by the success of our two original programs, Outsiders and Underground, which premiered in the first quarter

• Consolidated Adjusted EBITDA decreased 18%, primarily due to higher programming and promotion expenses related to premiering the two original programs mentioned above

• Company reaffirms 2016 full year financial guidance

“We had yet another quarter of strong top-line growth,” said Peter Liguori, Tribune Media’s President and Chief Executive Officer. “Our broadcast business posted solid results, highlighted by continued growth in core advertising, retransmission consent and carriage fee revenues, as well as very strong spending on political advertising. At our cable network, WGN America, the undeniable success of this quarter’s two new original series, Outsiders and Underground, demonstrates that our plan to reinvent the network is working better than we could have imagined. We are pleased with our first quarter results and as our reaffirmed full year guidance indicates, we expect significant Adjusted EBITDA growth for the remainder of 2016.”

FIRST QUARTER RESULTS

Consolidated

Consolidated operating revenues for the first quarter of 2016 were $520.5 million compared to $472.7 million in the first quarter of 2015, representing an increase of $47.8 million, or 10%. The increase was driven by higher advertising, retransmission consent and carriage fee revenues as well as an increase in Digital and Data revenues.

Consolidated operating profit was $27.2 million for the first quarter of 2016 compared to $60.9 million in the first quarter of 2015, representing a decline of $33.7 million, or 55%. The decline was primarily attributable to higher programming and promotion expenses as a result of premiering two original series on WGN America in the quarter whereas no original series premiered in the first quarter of 2015, higher network affiliate fees, impairment charges for certain real estate properties and higher expenses from Digital and Data acquisitions in the second quarter of 2015. These factors were partially offset by higher revenues discussed above.

¹  Pro forma Q1 2012 net political advertising revenues include $4.2 million of advertising revenues attributable to Local TV, which was acquired in December 2013.

²  Source: Nielsen - Total Viewers, Live+3

Diluted earnings per common share for the first quarter of 2016 was $0.12 compared to $0.37 for the first quarter of 2015. Adjusted diluted earnings per share (“Adjusted EPS”) for the first quarter of 2016 was $0.18 compared to $0.40 for the first quarter of 2015. Both diluted and Adjusted EPS in the first quarter of 2016 include a $3.8 million, or $0.04 per share, charge related to the write-off of unrealized deferred tax assets related to stock-based compensation included in income tax expense. There was not a similar adjustment recorded in the first quarter of 2015.

Consolidated Adjusted EBITDA decreased to $105.8 million in the first quarter of 2016 from $129.0 million in the first quarter of 2015, representing a decrease of $23.2 million, or 18%. The decline was primarily attributable to an increase in programming and promotion expenses, partially offset by higher advertising, retransmission consent and carriage fee revenues.

Cash distributions from equity investments in the first quarter of 2016 were $89.3 million compared to $94.9 million in the first quarter of 2015.

Television and Entertainment

Revenues were $454.7 million in the first quarter of 2016 compared to $410.3 million in the first quarter of 2015, an increase of $44.4 million, or 11%. The increase was driven by higher net political advertising revenue of $13.3 million, an increase in retransmission consent revenue of $14.7 million, or 21%, an increase in carriage fee revenue of $9.5 million, or 44%, and an increase in core advertising revenues of $6.4 million, or 2.2%.

Adjusted EBITDA for the first quarter of 2016 was $116.0 million compared to $135.0 million in the first quarter of 2015.

Adjusted EBITDA for the first quarter was impacted largely by a planned increase of $25 million in programming expenses and $16 million of promotion expenses, primarily associated with premiering the original series Outsiders and Underground on WGN America.

Digital and Data

Revenues in the first quarter of 2016 were $53.3 million compared to $50.2 million in the first quarter of 2015, an increase of $3.1 million, or 6.1%. The increase was primarily due to the favorable impact of the acquisitions of Infostrada Sports, SportsDirect, Covers and Enswers, all of which were consummated in the second quarter of 2015, and higher video revenues at the legacy business, partially offset by lower music revenues primarily due to lower revenues recognized from auto contracts.

Adjusted EBITDA was $8.9 million in the first quarter of 2016 compared to $12.5 million in the first quarter of 2015, a decrease of $3.5 million primarily due to the decline in music revenues, as described above.

Corporate and Other

Real estate revenues for the first quarter of 2016 were $12.6 million compared to $12.2 million for the first quarter of 2015, representing an increase of $0.3 million, or 2.7%.

Corporate and Other Adjusted EBITDA for the first quarter of 2016 represented a loss of $19.1 million compared to a loss of $18.5 million in the first quarter of 2015. The increase in loss was primarily a result of an increase in software license fees for new technology applications, partially offset by lower compensation expenses.

RETURN OF CAPITAL TO SHAREHOLDERS

Stock Repurchase Programs

On February 24, 2016, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $400 million of its outstanding Class A common stock. During the first quarter of 2016, the Company repurchased approximately 341,548 shares of the Company’s Class A common stock in open market transactions for an aggregate purchase price of approximately $13 million. As of May 6, 2016, the remaining authorized amount under the current program totaled $368 million. Since the inception of the Company’s prior stock repurchase program authorized in October 2014, the Company has purchased an aggregate of 8.5 million shares of the Company’s Class A common stock in open market transactions at an aggregate purchase price of approximately $433 million.

Quarterly Dividend

On May 5, 2016, the Company’s Board of Directors approved a quarterly cash dividend of $0.25 per share on the Company’s common stock. In addition, holders of the Company’s outstanding warrants will receive a cash payment equal to the amount of the dividend paid per share of common stock for each share of common stock such warrants are exercisable into. The dividend is payable on June 6, 2016, to stockholders of record at the close of business on May 20, 2016. This is the fifth quarterly dividend declared under the Company’s dividend program announced on March 6, 2015. Future dividends will be subject to the discretion of the Company’s Board of Directors.

RECENT DEVELOPMENTS

On May 2, 2016, the Company sold its Deerfield Beach, Fla. property for net proceeds of $24 million. On April 13, 2016, the Company entered into an agreement to sell a property located in Pennsylvania and on May 5, 2016, the Company entered into agreements for the sales of the north block of the Los Angeles Times Square property and the Olympic Printing Plant facility located in Los Angeles. Each of the agreements is subject to certain adjustments and customary closing conditions. There can be no assurance that these sales will be completed in a timely manner or at all. The previous agreement for the sale of the Los Angeles Times Square property, which was entered into on December 28, 2015, was terminated during the first quarter of 2016.

FINANCIAL GUIDANCE

The following represents the Company’s financial guidance for the full year 2016 for the current business portfolio. Given the evaluation of strategic and financial alternatives discussed in our fourth quarter and full year 2015 earnings release, our actual results for the full year may differ materially as the guidance below is based on our assets and operations as they exist today. 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.

For full year 2016, the Company expects:

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

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

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

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

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

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

Real estate revenues to be approximately $49 million

Real estate expenses to be approximately $26 million

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

Corporate and Other Adjusted EBITDA to be between $(70) million and $(72) million

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

Cash taxes to be between $115 million and $125 million

Cash interest to be approximately $160 million

CONFERENCE CALL INFORMATION

The Company will host a conference call today at 8:30 a.m. ET to discuss its first quarter results and a presentation deck will be posted to our website in advance of the call. The conference call can be accessed on the Investor Relations homepage of Tribune Media’s website at www.tribunemedia.com, or by dialing (888) 317-6003 (domestic) or (412) 317-6061 (international). The confirmation code is 8034739.

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 May 17, 2016 at (877) 344-7529 (domestic) or (412) 317-0088 (international). The confirmation code for the replay is 10084442.

# # #

Tribune Media Company (NYSE: TRCO) is home to a diverse portfolio of television and digital properties driven by quality news, entertainment and sports programming. Tribune Media is comprised of Tribune Broadcasting’s 42 owned or operated local television stations reaching approximately 50 million households, national entertainment cable network WGN America, whose reach is approaching 80 million households, Tribune Studios, and Gracenote, one of the world’s leading sources of TV and music metadata powering electronic program guides in televisions, automobiles and mobile devices. Tribune Media also includes Chicago’s WGN-AM and the national multicast networks Antenna TV and THIS TV. Additionally, the Company owns and manages a significant number of real estate properties across the U.S. and holds other strategic investments in media. For more information please visit www.tribunemedia.com.

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

Danielle DeVoe

Director/Corporate Finance, Investor Relations

(646) 563-8296

ddevoe@tribunemedia.com

Non-GAAP Financial Measures

This press release includes a discussion of Adjusted EBITDA and Adjusted EPS for the Company and Adjusted EBITDA for our operating segments (Television and Entertainment, Digital and Data, and Corporate and Other) and presents Broadcast Cash Flow for our Television and Entertainment segment. Adjusted EPS, Adjusted EBITDA and Broadcast Cash Flow are financial measures that are not recognized under accounting principles generally accepted in the U.S. (“GAAP”). Adjusted EPS is calculated based on net income (loss) before investment transactions, loss on extinguishment of debt, certain adjustments to income on equity investments, net, certain special items (including severance), non-operating items, gain (loss) on sales of real estate, goodwill and other intangible asset and program impairments and other non-cash charges and reorganization items per common share. Adjusted EBITDA for the Company is defined as net income (loss) before income taxes, investment transactions, loss on extinguishment of debt, interest and dividend income, interest expense, pension expense (credit), equity income and losses, depreciation and amortization, stock-based compensation, certain special items (including severance), non-operating items, gain (loss) on sales of real estate, goodwill and other intangible asset and program impairments and other non-cash charges and reorganization items. Adjusted EBITDA for the Company’s operating segments is calculated as segment operating profit plus depreciation, amortization, pension expense (credit), stock-based compensation, goodwill and other intangible asset and program impairments and other non-cash charges and certain special items (including severance). Broadcast Cash Flow for the Television and Entertainment segment is calculated as Television and Entertainment Adjusted EBITDA plus broadcast rights amortization expense less broadcast rights cash payments. We believe that Adjusted EBITDA and Broadcast Cash Flow are measures commonly used by investors to evaluate our performance with that of our competitors. We also present Adjusted EBITDA because we believe investors, analysts and rating agencies consider it useful in measuring our ability to meet our debt service obligations. We further believe that the disclosure of Adjusted EPS, Adjusted EBITDA and Broadcast Cash Flow is useful to investors as these non-GAAP measures are used, among other measures, by our management to evaluate our performance. By disclosing Adjusting EPS, Adjusted EBITDA and Broadcast Cash Flow, we believe that we create for investors a greater understanding of, and an enhanced level of transparency into, the means by which our management operates our company. Adjusted EPS, Adjusted EBITDA and Broadcast Cash Flow are not measures presented in accordance with GAAP, and our use of these terms may vary from that of others in our industry. Adjusted EPS, Adjusted EBITDA and Broadcast Cash Flow should not be considered as an alternative to net income, operating profit, revenues, cash provided by operating activities or any other measures derived in accordance with GAAP as measures of operating performance or liquidity. The tables at the end of this press release include reconciliations of consolidated Adjusted EPS and Adjusted EBITDA and segment Adjusted EBITDA and Broadcast Cash Flow to the most directly comparable financial measures calculated and presented in accordance with GAAP. No reconciliation of the forecasted range for Adjusted EBITDA on a consolidated or segment basis for fiscal 2016 is included in this release because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts and we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking statements may include, but are not limited to, statements concerning our financial outlook and guidance, including our 2016 forecasted revenues, Adjusted EBITDA and other consolidated and segment financial performance guidance, our real estate monetization strategy, exploration of strategic and financial alternatives and other corporate initiatives, the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and product development efforts. Important factors that could cause actual results, developments and business decisions to differ materially from these forward-looking statements are uncertainties discussed below and in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 29, 2016. “Forward-looking statements” include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “might,” “will,” “could” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “seek,” “designed,” “assume,” “implied,” “believe” and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties.

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

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of dollars, except per share data)

(Unaudited)

	Three Months Ended
	March 31, 2016			March 29, 2015
Operating Revenues
Television and Entertainment	$	454,697		$	410,300
Digital and Data		53,253			50,202
Other		12,565			12,235
Total operating revenues		520,515			472,737
Operating Expenses
Programming		124,167			93,516
Direct operating expenses		114,076			102,988
Selling, general and administrative		188,340			150,473
Depreciation		17,338			17,054
Amortization		49,378			47,771
Total operating expenses		493,299			411,802
Operating Profit		27,216			60,935
Income on equity investments, net		38,252			36,934
Interest and dividend income		145			367
Interest expense		(41,976	)		(39,212	)
Gain on investment transaction		—			687
Other non-operating gain		496			—
Reorganization items, net		(434	)		(992	)
Income Before Income Taxes		23,699			58,719
Income tax expense		12,606			22,302
Net Income	$	11,093		$	36,417
Net Earnings Per Common Share:
Basic	$	0.12		$	0.37
Diluted	$	0.12		$	0.37
Regular dividends declared per common share	$	0.25		$	—
Special dividends declared per common share	$	—		$	6.73

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

	March 31, 2016			December 31, 2015
Assets
Current Assets
Cash and cash equivalents	$	324,636		$	262,644
Restricted cash and cash equivalents		17,579			17,595
Accounts receivable (net of allowances of $7,605 and $8,176)		433,883			466,628
Broadcast rights		158,319			160,240
Income taxes receivable		29,153			42,838
Prepaid expenses		42,822			63,337
Other		26,392			8,663
Total current assets		1,032,784			1,021,945
Properties
Property, plant and equipment		700,313			818,658
Accumulated depreciation		(164,548	)		(160,801	)
Net properties		535,765			657,857
Other Assets
Broadcast rights		186,580			203,422
Goodwill		3,563,657			3,561,812
Other intangible assets, net		2,192,431			2,240,199
Assets held for sale		313,235			206,422
Investments		1,641,291			1,692,700
Other		107,779			124,506
Total other assets		8,004,973			8,029,061
Total Assets	$	9,573,522		$	9,708,863

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

	March 31, 2016			December 31, 2015
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	67,698		$	60,394
Debt due within one year (net of unamortized discounts and debt issuance costs of $7,947 and $7,979)		19,894			19,862
Income taxes payable		4,198			3,458
Employee compensation and benefits		70,191			87,976
Contracts payable for broadcast rights		206,283			236,676
Deferred revenue		40,704			44,721
Interest payable		13,901			33,828
Other		47,183			53,885
Total current liabilities		470,052			540,800
Non-Current Liabilities
Long-term debt (net of unamortized discounts and debt issuance costs of $46,776 and $48,809)		3,404,562			3,409,489
Deferred income taxes		985,966			984,032
Contracts payable for broadcast rights		349,788			385,107
Contract intangible liability, net		9,436			13,772
Pension obligations, net		450,080			456,073
Postretirement, medical, life and other benefits		15,854			16,092
Other obligations		72,946			71,776
Total non-current liabilities		5,288,632			5,336,341
Total Liabilities		5,758,684			5,877,141
Commitments and Contingent Liabilities
Shareholders’ Equity
Preferred stock ($0.001 par value per share)
Authorized: 40,000,000 shares; No shares issued and outstanding at March 31, 2016 and at December 31, 2015		—			—
Class A Common Stock ($0.001 par value per share)
Authorized: 1,000,000,000 shares; 100,334,466 shares issued and 92,422,791 shares outstanding at March 31, 2016 and 100,015,546 shares issued and 92,345,330 shares outstanding at December 31, 2015		100			100
Class B Common Stock ($0.001 par value per share)
Authorized: 1,000,000,000 shares; Issued and outstanding: 5,605 shares at March 31, 2016 and at December 31, 2015		—			—
Treasury stock, at cost: 7,911,675 shares at March 31, 2016 and 7,670,216 shares at December 31, 2015		(412,892	)		(400,153	)
Additional paid-in-capital		4,600,743			4,619,618
Retained deficit		(311,258	)		(322,351	)
Accumulated other comprehensive loss		(67,379	)		(71,016	)
Total Tribune Media Company shareholders’ equity		3,809,314			3,826,198
Noncontrolling interest		5,524			5,524
Total shareholders’ equity		3,814,838			3,831,722
Total Liabilities and Shareholders’ Equity	$	9,573,522		$	9,708,863

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

(Unaudited)

	Three Months Ended
	March 31, 2016			March 29, 2015
Operating Activities
Net income	$	11,093		$	36,417
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation		8,493			7,845
Pension credit, net of contributions		(5,993	)		(7,303	)
Depreciation		17,338			17,054
Amortization of contract intangible assets and liabilities		(4,003	)		(3,461	)
Amortization of other intangible assets		49,378			47,771
Income on equity investments, net		(38,252	)		(36,934	)
Distributions from equity investments		89,346			94,906
Amortization of debt issuance costs and original issue discount		2,786			3,330
Gain on investment transaction		—			(687	)
Loss on sale of real estate		—			97
Other non-operating gain		(496	)		—
Change in excess tax benefits from stock-based awards		—			402
Changes in working capital items, excluding effects from acquisitions:
Accounts receivable, net		33,210			25,802
Prepaid expenses and other current assets		2,775			(12,036	)
Accounts payable		9,448			(5,343	)
Employee compensation and benefits, accrued expenses and other current liabilities		(44,797	)		(7,225	)
Deferred revenue		(3,941	)		(938	)
Income taxes		14,406			(239,850	)
Change in broadcast rights, net of liabilities		(46,949	)		(11,259	)
Deferred income taxes		1,722			172
Other, net		26,735			(3,066	)
Net cash provided by (used in) operating activities		122,299			(94,306	)
Investing Activities
Capital expenditures		(17,848	)		(16,299	)
Acquisitions		—			(109	)
Transfers from restricted cash		4			—
Investments		(88	)		(411	)
Proceeds from sales of real estate and other assets		1,486			5,617
Net cash used in investing activities		(16,446	)		(11,202	)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

(Unaudited)

	Three Months Ended
	March 31, 2016			March 29, 2015
Financing Activities
Repayments of long-term debt		(6,960	)		(1,067	)
Long-term debt issuance costs		(622	)		—
Payments of dividends		(23,215	)		—
Common stock repurchases		(8,938	)		(172,777	)
Change in excess tax benefits from stock-based awards		—			(402	)
Tax withholdings related to net share settlements of share-based awards		(4,126	)		(3,618	)
Proceeds from stock option exercises		—			19
Net cash used in financing activities		(43,861	)		(177,845	)
Net Increase (Decrease) in Cash and Cash Equivalents		61,992			(283,353	)
Cash and cash equivalents, beginning of period		262,644			1,455,183
Cash and cash equivalents, end of period	$	324,636		$	1,171,830
Supplemental Schedule of Cash Flow Information
Cash paid (received) during the period for:
Interest	$	59,065		$	35,593
Income taxes, net	$	(3,613	)	$	261,914

Tribune Media Company - Consolidated

Reconciliation of Net Income to Adjusted EBITDA

(in thousands of dollars)

(Unaudited)

	Three Months Ended
	March 31, 2016			March 29, 2015
Revenue	$	520,515		$	472,737
Net Income	$	11,093		$	36,417
Income tax expense		12,606			22,302
Reorganization items, net		434			992
Other non-operating gain		(496	)		—
Gain on investment transaction		—			(687	)
Interest expense		41,976			39,212
Interest and dividend income		(145	)		(367	)
Income on equity investments, net		(38,252	)		(36,934	)
Operating Profit	$	27,216		$	60,935
Depreciation		17,338			17,054
Amortization		49,378			47,771
Stock-based compensation		8,493			7,845
Severance and related charges		—			901
Transaction-related costs		1,841			1,638
Loss on sales of real estate		—			106
Other		7,561			33
Pension credit		(5,993	)		(7,303	)
Adjusted EBITDA	$	105,834		$	128,980

Tribune Media Company - Television and Entertainment

Reconciliation of Operating Profit to Adjusted EBITDA and Broadcast Cash Flow

(in thousands of dollars)

(Unaudited)

	Three Months Ended
	March 31, 2016			March 29, 2015
Advertising	$	320,284		$	299,702
Retransmission consent fees		83,527			68,813
Carriage fees		31,014			21,502
Barter/trade		10,076			9,226
Copyright royalties		1,343			4,265
Other		8,453			6,792
Total Revenues	$	454,697		$	410,300
Operating Profit	$	58,745		$	79,348
Depreciation		11,016			11,423
Amortization		41,475			41,510
Stock-based compensation		3,652			2,493
Severance and related charges		—			196
Other		1,079			13
Adjusted EBITDA	$	115,967		$	134,983
Broadcast rights - Amortization		105,460			72,008
Broadcast rights - Cash Payments		(135,457	)		(84,715	)
Broadcast Cash Flow	$	85,970		$	122,276

Tribune Media Company - Digital and Data

Reconciliation of Operating (Loss) Profit to Adjusted EBITDA

(in thousands of dollars)

(Unaudited)

	Three Months Ended
	March 31, 2016			March 29, 2015
Video and other	$	36,764		$	26,222
Music		16,489			23,980
Total Revenues	$	53,253		$	50,202
Operating (Loss) Profit	$	(2,912	)	$	3,734
Depreciation		2,897			2,105
Amortization		7,903			6,261
Stock-based compensation		989			551
Severance and related charges		—			(173	)
Transaction-related costs		59			—
Adjusted EBITDA	$	8,936		$	12,478

Tribune Media Company - Corporate and Other

Reconciliation of Operating Loss to Adjusted EBITDA

(in thousands of dollars)

(Unaudited)

	Three Months Ended
	March 31, 2016			March 29, 2015
Total Revenues	$	12,565		$	12,235
Operating Loss	$	(28,617	)	$	(22,147	)
Depreciation		3,425			3,526
Stock-based compensation		3,852			4,801
Severance and related charges		—			878
Transaction-related costs		1,782			1,638
Loss on sales of real estate		—			106
Other		6,482			20
Pension credit		(5,993	)		(7,303	)
Adjusted EBITDA	$	(19,069	)	$	(18,481	)

Tribune Media Company - Consolidated

Reconciliation of Diluted EPS to Adjusted EPS

(in thousands of dollars, except per share data)

(Unaudited)

	Three Months Ended
	March 31, 2016									March 29, 2015
	Pre-Tax			After-Tax			Diluted EPS			Pre-Tax			After-Tax			Diluted EPS
Diluted EPS							$	0.12								$	0.37
Reorganization items, net	$	434		$	434			0.00		$	992		$	908			0.01
Other non-operating gain		(496	)		(301	)		(0.00	)		—			—			—
Gain on investment transaction		—			—			—			(687	)		(427	)		(0.00	)
Severance and related charges		—			—			—			901			548			0.01
Transaction-related costs		1,841			1,177			0.01			1,638			1,367			0.01
Loss on sales of real estate		—			—			—			106			65			0.00
Other		7,561			4,598			0.05			33			21			0.00
Adjusted EPS3							$	0.18								$	0.40

³  Both diluted and Adjusted EPS in the first quarter of 2016 include the impact of a $3.8 million, or $0.04 per share, charge related to the write-off of unrealized deferred tax assets related to stock-based compensation included in income tax expense.

EX-99.2

Q1 2016 Performance Summary MAY 2016 Exhibit 99.2

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 2016 forecasted revenues, Adjusted EBITDA and other consolidated and segment financial performance guidance, our real estate monetization strategy, exploration of strategic and financial alternatives and other corporate initiatives, the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and product development efforts. Important factors that could cause actual results, developments and business decisions to differ materially from these forward-looking statements are uncertainties discussed below and in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 29, 2016. “Forward-looking statements” include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “might,” “will,” “could” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “seek,” “designed,” “assume,” “implied,” “believe” and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from projected or historical results or those anticipated or predicted by these forward-looking statements: changes in advertising demand and audience shares; competition and other economic conditions including incremental fragmentation of the media landscape and competition from other media alternatives; changes in the overall market for broadcast and cable television advertising, including through regulatory and judicial rulings; our ability to protect our intellectual property and other proprietary rights; availability and cost of quality network, syndicated and sports programming affecting our television ratings; the loss, cost and / or modification of our network affiliation agreements; our ability to renegotiate retransmission consent agreements with multichannel video programming distributors; our ability to expand our Digital and Data business operations internationally; our ability to realize the full value, or successfully complete the planned divestitures of our real estate assets; the incurrence of additional tax-related liabilities related to historical income tax returns; our ability to expand our operations internationally; the timing and administration by the FCC of a potential auction of spectrum and our ability to monetize our spectrum through sales channel sharing arrangements or relocations; the incurrence of costs to address contamination issues at sites owned, operated or used by our businesses; adverse results from litigation, governmental investigations or tax-related proceedings or audits; our ability to settle unresolved claims filed in connection with our and certain of our direct and indirect wholly-owned subsidiaries’ Chapter 11 cases and resolve the appeals seeking to overturn the bankruptcy court order confirming the First Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries; our ability to satisfy pension and other postretirement employee benefit obligations; our ability to attract and retain employees; the effect of labor strikes, lock-outs and labor negotiations; our ability to realize benefits or synergies from acquisitions or divestitures or to operate our businesses effectively following acquisitions or divestitures; our ability to successfully execute our business strategy, including our exploration of strategic and financial alternatives to enhance shareholder value; the financial performance of our equity method investments; the impairment of our existing goodwill and other intangible assets; compliance with government regulations applicable to the television and radio broadcasting industry; changes in accounting standards; the payment of cash dividends on our common stock; impact of increases in interest rates on our variable rate indebtedness or refinancings thereof; impact of foreign currency exchange rate changes; our indebtedness and ability to comply with covenants applicable to our debt financing and other contractual commitments; our ability to satisfy future capital and liquidity requirements; our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms and other events beyond our control that may result in unexpected adverse operating results. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this 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.

Non-GAAP Financial Measures This presentation includes a discussion of Adjusted EBITDA and Adjusted EPS for the Company and Adjusted EBITDA for our operating segments (Television and Entertainment, Digital and Data, and Corporate and Other) and presents Broadcast Cash Flow for our Television and Entertainment segment. Adjusted EPS, Adjusted EBITDA and Broadcast Cash Flow are financial measures that are not recognized under accounting principles generally accepted in the U.S. (“GAAP”). Adjusted EPS is calculated based on net income (loss) before investment transactions, loss on extinguishment of debt, certain adjustments to income on equity investments, net, certain special items (including severance), non-operating items, gain (loss) on sales of real estate, goodwill and other intangible asset and program impairments and other non-cash charges and reorganization items per common share. Adjusted EBITDA for the Company is defined as net income (loss) before income taxes, investment transactions, loss on extinguishment of debt, interest and dividend income, interest expense, pension expense (credit), equity income and losses, depreciation and amortization, stock-based compensation, certain special items (including severance), non-operating items, gain (loss) on sales of real estate, goodwill and other intangible asset and program impairments and other non-cash charges and reorganization items. Adjusted EBITDA for the Company’s operating segments is calculated as segment operating profit plus depreciation, amortization, pension expense (credit), stock-based compensation, goodwill and other intangible asset and program impairments and other non-cash charges and certain special items (including severance). Broadcast Cash Flow for the Television and Entertainment segment is calculated as Television and Entertainment Adjusted EBITDA plus broadcast rights amortization expense less broadcast rights cash payments. We believe that Adjusted EBITDA and Broadcast Cash Flow are measures commonly used by investors to evaluate our performance with that of our competitors. We also present Adjusted EBITDA because we believe investors, analysts and rating agencies consider it useful in measuring our ability to meet our debt service obligations. We further believe that the disclosure of Adjusted EPS, Adjusted EBITDA and Broadcast Cash Flow is useful to investors as these non-GAAP measures are used, among other measures, by our management to evaluate our performance. By disclosing Adjusting EPS, Adjusted EBITDA and Broadcast Cash Flow, we believe that we create for investors a greater understanding of, and an enhanced level of transparency into, the means by which our management operates our company. Adjusted EPS, Adjusted EBITDA and Broadcast Cash Flow are not measures presented in accordance with GAAP, and our use of these terms may vary from that of others in our industry. Adjusted EPS, Adjusted EBITDA and Broadcast Cash Flow should not be considered as an alternative to net income, operating profit, revenues, cash provided by operating activities or any other measures derived in accordance with GAAP as measures of operating performance or liquidity. The tables at the end of this presentation include reconciliations of consolidated Adjusted EPS and Adjusted EBITDA and segment Adjusted EBITDA and Broadcast Cash Flow to the most directly comparable financial measures calculated and presented in accordance with GAAP. No reconciliation of the forecasted range for Adjusted EBITDA on a consolidated or segment basis for fiscal 2016 is included in this release because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts and we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors.

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, whose reach is approaching 80 million households. Digital and Data: Growing global metadata business, powering some of the biggest media brands in the world. Real Estate and Investments: 77 real estate properties and equity investments in a variety of media, online and other properties.

Q1 2016 Highlights As compared to the three months ended March 29, 2015 Consolidated operating revenues increased 10% to $520.5 million. Core advertising revenues increased 2.2% to $291.8 million. Net political advertising revenues of $15.3 million increased 169% compared to pro forma(1) first quarter 2012. Retransmission consent revenue increased 21% to $83.5 million. Carriage fee revenue increased 44% to $31.0 million. WGN America primetime ratings(2) increased 51%, driven by the success of our two original programs, Outsiders and Underground, which premiered in the first quarter. Consolidated Adjusted EBITDA decreased 18% primarily due to higher programming and promotion expenses related to premiering the two original programs mentioned above. Company reaffirms 2016 full year financial guidance. Pro forma Q1 2012 net political advertising revenues include $4.2 million of advertising revenues attributable to Local TV, which was acquired in December 2013 Source: Nielsen – Total Viewers, Live+3

Consolidated Financial Results (unaudited) (USD thousands) See slide 18 for reconciliation of Adjusted EBITDA to Net Income. (1)

Television and Entertainment Segment Operating Results (unaudited) (USD thousands) See slide 19 for a reconciliation of Adjusted EBITDA to Operating Income for the Television and Entertainment segment. (1)

Television and Entertainment Segment Revenues (unaudited) (USD thousands) Core advertising revenues in both periods presented now include multicast advertising revenues, primarily from Antenna TV, which were previously shown as Other Advertising revenues. (1)

Television and Entertainment Segment Adjusted EBITDA & Broadcast Cash Flow (unaudited) (USD thousands) See Slide 19 for a reconciliation of Adjusted EBITDA and Broadcast Cash Flow to Operating Profit for the Television and Entertainment segment. (1)

Digital and Data Segment Operating Results (unaudited) (USD thousands) See Slide 20 for a reconciliation of Adjusted EBITDA to Operating (Loss) Profit for the Digital and Data segment. (1)

Digital and Data Segment Revenues & Adjusted EBITDA (unaudited) (USD thousands) See Slide 20 for a reconciliation of Adjusted EBITDA to Operating (Loss) Profit for the Digital and Data segment. (1)

Corporate and Other Revenues & Adjusted EBITDA (unaudited) (USD thousands) See Slide 21 for a reconciliation of Adjusted EBITDA to Corporate and Other Operating Loss. (1)

Real Estate Premier Sale & Redevelopment Properties as of May 6, 2016 Property Location Sq.Ft Acres Redevelopment Status Current Occupancy Tribune Tower Chicago, IL 737K 3.2 Operating as an office tower; in market for disposition TPUB; TRCO; other 3rd parties Freedom Center North Chicago, IL 117K 7.0 JV partner selected Vacant Freedom Center South Chicago, IL 854K 30.4 Operating as an industrial site TPUB LA Times Square North Los Angeles, CA 834K 3.7 Operating as an office tower; entered into sales agreement TPUB; TRCO; other 3rd parties LA Times Square South Los Angeles, CA -- 2.7 Operating as a parking structure and surface lot 3rd party parking operator; other 3rd parties Olympic Plant Los Angeles, CA 626K 24.6 Active printing plant for LA Times; entered into sales agreement TPUB; 3rd party parking operator Costa Mesa Costa Mesa, CA 334K 25.1 JV partner selected Other 3rd parties Ft. Lauderdale – Las Olas Way Ft. Lauderdale, FL -- 1.4 JV partner selected 3rd party parking operator Orlando Sentinel Site Orlando, FL 365K 18.8 Operating as office buildings and printing plant TPUB; other 3rd parties

Debt and Cash (unaudited) (USD thousands) December 31, 2015 balances have been reclassified to present debt issuance costs as a direct deduction from the carrying amount of an associated debt liability in accordance with ASU No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”.

Capital Expenditures Approx. $127 million n/a Cash Taxes $115 million to $125 million n/a Cash Interest Approx. $160 million n/a 2016 Guidance (1) TV&E Segment Revenues $1.975 billion to $2.000 billion ~13% to 14% TV&E Segment Adjusted EBITDA $640 million to $665 million ~25% to 30% Digital & Data Segment Revenues $225 million to $235 million ~6% to 11% Digital & Data Adjusted EBITDA $47 million to $50 million ~(10)% to (4)% Real Estate Revenues Approx. $49 million flat Real Estate Expenses Approx. $26 million flat Corporate Expenses $93 million to $95 million ~(2)% to (4)% Corporate and Other Adjusted EBITDA $(70) million to $(72) million ~(2)% to (5)% Given the previously announced evaluation of strategic and financial alternatives, our actual results for 2016 may differ materially as the guidance above is based on our assets and operations as they exist today. See “Cautionary Statement Regarding Forward Looking Statements” on Slide 2. 2016 Guidance Range Implied Y-o-Y Change Consolidated Revenues $2.25 billion to $2.28 billion ~12% to 13% Consolidated Adjusted EBITDA $615 million to $645 million ~25% to 31%

Positioned to Capitalize on 2016 Political Races Heavy Medium Light KTLA CW5 Los Angeles KTXL FOX40 Sacramento KRCW CW32 Portland KSTU FOX13 Salt Lake City KDVR FOX31 KWGN CW2 Denver WQAD ABC8 Davenport KCPQ FOX13 KZJO MY22 Seattle WDAF FOX4 Kansas City KDAF CW33 Dallas KIAH CW39 Houston WHO NBC13 Des Moines KAUT MY43 KFOR NBC4 Oklahoma City KFSM CBS5/KXNW Fort Smith WHNT CBS19 Huntsville Decatur WSFL CW39 Miami WGHP FOX8 Greensboro WTVR CBS6 Richmond WGNO ABC26 WNOL CW38 New Orleans WTKR CBS3 WGNT CW27 Norfolk WITI FOX6 Milwaukee WGN CW9 Chicago WPHL MY17 Philadelphia WXMI FOX17 Grand Rapids KTVI FOX2 KPLR CW11 St. Louis WPMT FOX43 Harrisburg WPIX CW11 New York WNEP ABC16 Wilkes Barre Scranton WJW FOX8 Cleveland WREG CBS3 Memphis KSWB FOX5 San Diego WXIN FOX59/ WTTV CBS Indianapolis Anticipated Political Ad Spending Presidential Swing State Senate Race #1 or #2 Ranked News Programming

Non-GAAP Reconciliations

Consolidated Reconciliation of Net Income to Adjusted EBITDA (unaudited) (USD thousands)

Television and Entertainment Reconciliation of Operating Profit to Adjusted EBITDA and Broadcast Cash Flow (unaudited) (USD thousands)

Digital and Data Reconciliation of Operating (Loss) Profit to Adjusted EBITDA (unaudited) (USD thousands)

Corporate and Other Reconciliation of Operating Loss to Adjusted EBITDA (unaudited) (USD thousands)

Q1 2016 Performance Summary MAY 2016