tribune company information provided to prospective...
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Tribune CompanyInformation Provided to Prospective Lenders
October 31, 2013
As previously announced, on July 1, 2013, Tribune Company (“Tribune”) entered into adefinitive agreement to acquire Local TV Holdings, LLC (“Local TV”) for $2.725 billion in cash(the “Transaction”). In connection with the Transaction, Tribune plans on entering into a new$4.1 billion credit facility (the “New Credit Facility”) which will include a $3.8 billion TermLoan Facility and $300 million Revolving Credit Facility. The proceeds of the New CreditFacility are expected to be used to fund the Transaction, repay existing debt and for generalcorporate purposes, as further described in the attached Annex A.
In connection with the proposed New Credit Facility, Tribune intends to provide prospectivelenders with an information memorandum containing information with respect to Tribune andLocal TV, which has not been previously publicly disclosed, including summary financial datafor Local TV and pro forma financial information for Tribune. We are providing relevantexcerpts from the information memorandum in the attached Annex A.
Presentation of Financial Data
As a result of the consummation of the Plan of Reorganization (the “Plan”) and thetransactions contemplated thereby, the Company since December 31, 2012 (the “Effective Date”)has been operating its businesses under a new capital structure and has been subject to “fresh-start reporting” in accordance with Financial Accounting Standards Board Accounting StandardsCodification (“ASC”) Topic 852, “Reorganizations.” Any presentation of the Company’sconsolidated financial statements as of and for periods subsequent to the Effective Daterepresents the financial position, results of operations and cash flows of a new reporting entityand will not be comparable to any presentation of the Company’s consolidated financialstatements as of and for periods prior to the Effective Date and the adoption of fresh-startreporting. The financial information contained in the attached Annex A for periods ending priorto the Effective Date does not reflect the impact of “fresh-start reporting.” The financialcondition and results of operations for periods ending prior to the Effective Date have not beenadjusted to reflect any changes in the Company’s capital structure as a result of the Plan nor havethey been adjusted to reflect any changes in the fair value of assets and liabilities as a result ofthe adoption of fresh-start reporting.
The Company’s fiscal year ends every year on the last Sunday in December. Every five orsix years, Tribune’s fiscal year has 53 weeks rather than 52 weeks. The Company’s 2012 fiscalyear was a 53 week year, with the extra week occurring in the fourth quarter. For comparability,financial information in this document related to 2012 and the twelve-month period ending June30, 2013, exclude this extra week. Local TV reports on a calendar year basis.
The financial information contained in the attached Annex A does not meet the requirementsof the SEC’s Article 3-05 of Regulation S-X (financial statements of businesses acquired or to beacquired) or Article 11 of Regulation S-X (pro forma financial statements).
2
Cautionary Statement Regarding Forward-Looking Statements
The attached Annex A may include certain forward-looking statements and projectionsprovided by the Company and such statements and projections are not to be viewed as facts. TheCompany makes no representation or warranty as to the accuracy or completeness of anyforward-looking statements, forecasts, projections or estimates included in the attached Annex A(or the assumptions on which they are based). Forward-looking statements and projectionsreflect various estimates and assumptions by the Company and are subject to risks, trends anduncertainties, including those discussed in the document entitled “Risk Factors” which has beenposted separately on our website (www.tribune.com) on the date hereof, that could cause actualresults and achievements to differ materially from those expressed in such statements orprojections. Whether or not any such forward-looking statements or projections are in factachieved will depend upon future events, some of which are not within the control of theCompany. Readers are cautioned not to place undue reliance on such forward-lookingstatements or projections. The Company undertakes no obligation to update any statements,forecasts, projections or estimates, whether as a result of new information, future events orotherwise. The words “believe,” “expect,” “anticipate,” “estimate,” “could,” “should,” “intend,”“may,” “plan,” “seek,” “will,” “designed,” “assume,” “implied” and similar expressionsgenerally identify forward-looking statements, forecasts, projections or estimates. Statementscontained herein describing documents and agreements are summaries only and such summariesare qualified in their entirety by reference to such documents and agreements.
Non-GAAP Financial Measures
The attached Annex A includes a discussion of Adjusted EBITDA for Tribune, Tribune’soperating segments and Local TV, as well as on a pro forma basis. Adjusted EBITDA is afinancial measure that is not recognized under accounting principles generally accepted in theU.S., or “GAAP”. Adjusted EBITDA is defined as earnings before income taxes, interest income,interest expense, pension expense, equity income and losses, depreciation and amortization,stock-based compensation, certain special items (including severance), non-operating items andreorganization items plus cash distributions from equity investments less cash pensioncontributions. Adjusted EBITDA for Tribune’s operating segments (Publishing, Broadcastingand Corporate) is calculated as operating profit plus depreciation, amortization, pension expense,stock-based compensation and certain special items (including severance). We believe thatAdjusted EBITDA is a measure commonly used by investors to evaluate our performance andthat 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 serviceobligations. We further believe that the disclosure of Adjusted EBITDA is useful to investors asthis non-GAAP measure is used, among other measures, by our management to evaluate ourperformance. By disclosing Adjusted EBITDA, we believe that we create for investors a greaterunderstanding of, and an enhanced level of transparency into, the means by which ourmanagement team operates our company. Adjusted EBITDA is not a measure presented inaccordance with GAAP and our use of the term Adjusted EBITDA may vary from that of othersin our industry. Adjusted EBITDA should not be considered as an alternative to net income(loss), operating profit, revenues or any other performance measures derived in accordance withGAAP as measures of operating performance or liquidity. See the Financial Overview section ofAnnex A for reconciliations of Adjusted EBITDA to the most directly comparable financialmeasure under GAAP.
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ANNEX A
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1. Executive summary
Tribune Company (“Tribune” or the “Company”) is a leading multimedia broadcasting and
content provider in the U.S. The Company’s premium assets include iconic broadcasting,
network, digital and publishing properties. Tribune believes marketing remains the lifeblood of
U.S. commerce and Tribune’s platform allows national and local sellers to connect with buyers
through the Company’s local, incumbent media in a way few others can.
Since the start of 2013, Tribune has been setting the strategic foundation to transform and chart
the path forward—building multimedia capabilities and an asset portfolio to become the country’s
leading independent content creator and distributor. On July 1, 2013, Tribune entered into a
definitive agreement to acquire Local TV Holdings, LLC (“LTV”). Pro forma for the acquisition of
LTV’s 19 television stations in 16 key markets, Tribune is expected to be the #1 TV affiliate
group in America based on U.S. TV household reach.
Tribune Company overview
The Company’s current Broadcasting segment includes 23 television stations in 19 markets with
stations in each of the top five markets, as well as four duopolies in other markets. Thirteen of
these stations are affiliated with the CW Network, seven with FOX, one with ABC and two
stations are independent. LTV owns 19 highly-ranked stations in 16 attractive markets, including
seven FOX, five CBS, two ABC, two NBC, two independent stations and one CW. The
acquisition also forms duopolies between Tribune and LTV’s stations in Denver and St. Louis,
which have been jointly managed under a local marketing agreement since 2008.
After the acquisition closes, Tribune intends to own 39 stations. In addition, Tribune intends to
provide certain services to support the operations of three stations subject to the supervision and
control of a third party, Dreamcatcher Broadcasting LLC. For the purposes of this document all
42 stations are referred to as Tribune’s stations.
Pro forma station portfolio1
Network
Number of stations
1–50 Mkts 51+ Mkts Total % of total
0 3 3 7%
2 3 5 12%
14 0 14 33%
1 1 2 5%
13 1 14 33%
/IND 3 1 4 10%
Total 33 9 42 100%1 Excludes low power stations, Class A stations, repeaters, satellites and digital channels; market rank based on DMA
After the acquisition, Tribune Company is expected to be the country’s largest independentbroadcast TV group, with its stations reaching more than 50 million U.S. TV households,representing 44% of U.S. TV households (27% FCC reach including the UHF discount). 1Additionally, Tribune is currently the #1 CW affiliate group and expects to become the #1 FOXaffiliate group when the transaction closes. The Company also owns and operates WGNAmerica, the country’s last remaining national “superstation”, which reaches approximately 75million homes, and Antenna TV, a broadcast multicast network reaching approximately 75 millionU.S. television households. Pro forma for the acquisition, Broadcasting generated $1.7 billion ofrevenue, or 46% of the Company’s consolidated revenue, during the 12 month period ended
1 Source: Nielsen Total Television Market Universe Estimates
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June 2013. As of the second quarter of 2013, the Broadcasting segment employed 2,598 full-time equivalent employees. LTV had 2,318 full-time equivalent employees as of June 2013.
Tribune’s Publishing segment is the second largest U.S. newspaper publishing group based onSunday circulation. The group is comprised of eight metropolitan newspapers with relatedwebsites, niche targeted publications, direct marketing businesses and commercial printing anddelivery services. The Publishing segment also currently includes Tribune Media Services(“TMS”), a leading provider of entertainment-related data (TV listings and schedules, movieshow times, online video data). The Company’s newspapers had combined daily circulation of1.8 million and Sunday circulation of 2.9 million as of the March 2013 Alliance for Audited Media.In addition, the newspaper websites had over 500 million average monthly page views and 28million monthly unique visitors on average in the twelve months ended June 2013 according toOmniture and comScore, respectively. The Publishing segment generated $1.9 billion of revenue,or 54% of the Company’s consolidated revenue pro forma for the acquisition, during the 12month period ended June 2013. As of the second quarter of 2013, the Company’s Publishingsegment employed 8,487 full-time equivalent employees. In July 2013, Tribune announcedplans to spin-off certain publishing assets (“Publishing Spin-off”). See page 8 for morediscussion of the Publishing Spin-off.
The Company owns valuable investments in several media companies, including TV FoodNetwork, G.P. (“TVFN”), CareerBuilder and Classified Ventures (Cars.com and Apartments.com).The Company received $211 million in cash distributions from its equity method investmentsduring the 12 month period ended June 2013.
The LTV acquisition significantly increases the size of the business. Compared to a standaloneAdjusted EBITDA of $832 million in 2012, Tribune’s pro forma Adjusted EBITDA in 2012 is$1.1 billion.
1
Consolidated Adjusted EBITDA1,2 ($ millions)
¹ Adjusted EBITDA is not a recognized term under GAAP. See Financial overview section for reconciliations of theseamounts to the most directly comparable financial measure under GAAP.
2 The Company’s fiscal year ends every year on the last Sunday in December. Every five or six years, Tribune’s fiscalyear has 53 weeks rather than 52 weeks. The Company’s 2012 fiscal year was a 53 week year, with the extra weekoccurring in the fourth quarter. For comparability, financial information in this document related to 2012 and the12 month period ending June 30, 2013, exclude this extra week. LTV reports on a calendar year basis.
1 Adjusted EBITDA is not a recognized term under GAAP. For a reconciliation to the most directly comparable financialmeasure under GAAP, see Financial overview
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LTV acquisition overview
Tribune Company will acquire LTV for $2,725 million, which represents a 9.4x average of
2011/2012 pro forma Adjusted EBITDA seller multiple. The acquisition is expected to generate
substantial synergies with a conservative estimate of approximately $100 million of annual run-
rate synergies within 5 years. Tribune expects to benefit from significant tax amortization from a
step-up in the tax basis of the acquired LTV assets, with an estimated present value of tax
savings of approximately $450 million.
The transaction will be all-cash and funded using a combination of cash on hand and proceeds
from a $4,100 million new senior secured credit facility. This facility includes a new $300 million
revolving credit facility, which is expected to be undrawn at close, and a $3,800 million
New Term Loan B. The facility allows for capacity to refinance the existing $1,100 million
Term Loan B.
The transaction does not affect the composition of the board, which continues as it was after
the reorganization.
For Tribune, the transaction is expected to deliver significant advantages, including:
Transforms Tribune into the largest independent broadcast TV group based on number of
households reached
42 broadcast stations in 33 markets reaching more than 50 million U.S. TV households1
– Represents 44% of total U.S. TV households (27% FCC reach including the
UHF discount)
Strengthens local news coverage and video syndication
Increases exposure in key political battleground states and markets with NFL franchises
Adds significant spectrum scale
Significantly diversifies network affiliate mix
Tribune is currently the #1 CW affiliate group and expects that it will be the #1 FOX affiliate
when the transaction closes
Substantially enhances relationships with multichannel video programming distributors
(“MVPDs”), broadcast networks and programming distributors
Creates a larger distribution platform for original content generated by Tribune Studios and
the new digital offerings of Tribune Digital Ventures into large and growing markets
Generates substantial synergies with an estimate of ~$100 million of annual run-rate
synergies within 5 years
Tribune expects to benefit from significant tax amortization from the step-up in the tax basis of
the acquired LTV assets, with an estimated present value of tax savings of ~$450 million
Acquisition is expected to be immediately free cash flow accretive
1 Source: Nielsen Total Television Market Universe Estimates
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Sources and uses
The following table summarizes the estimated sources and uses for the LTV acquisition based
on estimated balances assuming a June 30, 2013 execution.
Sources and Uses ($ millions)
Sources Amount ($) Uses Amount ($)
New term loan B $3,800 Purchase of LTV $2,725
Cash on hand 153 Refinance existing Tribune term loan B 1,092
Estimated fees and expenses 136
Total $3,953 Total $3,953
Note: New revolving credit facility undrawn at close but will support approximately $77 million in letters of creditexpected to be issued under our working capital facility at closing
Capitalization
The following table outlines Tribune’s pro forma capitalization.
Pro forma capitalization ($ millions)
¹ See page 8 for details on the proposed Publishing Spin-off
² Reflects June 30, 2013 cash balance less cash used in the LTV acquisition. The Company expects the transaction will
close by year-end 2013 and the cash balance at close will reflect cash collected between June 30, 2013 and the close
of the transaction3 Pro forma for expected proceeds to Tribune received in connection with the proposed Publishing Spin-off in 2014
expected to be used to repay $325 million principal amount of New Term Loan B4 Excludes $3 million of capital leases outstanding at June 30, 20135 See Financial overview section for reconciliations of these amounts to the most directly comparable financial measure
under GAAP6 Reflects pro forma adjustment for Publishing Spin-off. Includes estimate of income from leases for real estate used in
publishing operations and retained by Tribune Company
Pro Forma for LTVPro Forma for LTV and Publishing
Spin-off1
($ millions) Amount
x6/30/13LTM Adj.
EBITDA2
xAvg. LTM June ’12/
June ’13 Adj. EBITDA2
Amount
xAvg. LTM June ’12/
June ’13 Adj. EBITDA2
Cash2 $478 $478
New $300 cash flow
R/C
––
New term loan B 3,800 3,4753
Total debt4 $3,800 3.4x 3.6x $3,475 4.3x
Net debt 3,322 3.0x 3.1x 2,997 3.7x
Adjusted EBITDA5 – $1,103 $1,059 – $8126
8
Company Update
Publishing Spin-off
In July 2013, Tribune announced plans to spin-off certain publishing assets. The proposed
separation would create two companies, each with greater financial and operational focus, the
ability to tailor their capital structure to their specific business needs, and a management team
dedicated to seizing strategic growth opportunities with maximum flexibility.
The proposed separation is designed to maximize value through the spin-off of Tribune’s
publishing assets to an independent company and the tax-free distribution of shares in that
company to the stockholders of Tribune. In addition, Tribune expects to receive a cash dividend
from financing arrangements entered into in connection with the Publishing Spin-off with the
proceeds to be used to repay debt. The two companies that would exist following the separation
would be:
Tribune Publishing Company, which would become home to Tribune’s publishing assets,
including the Los Angeles Times, Chicago Tribune, The Baltimore Sun, South Florida Sun
Sentinel, Orlando Sentinel, Hartford Courant, The Morning Call and Daily Press.
Tribune Company, which would consist of the company’s other principal businesses,
including 42 local television stations in 33 markets (following the close of Tribune’s acquisition
of LTV), WGN Radio, superstation WGN America, Antenna TV, Tribune Studios, Tribune
Digital Ventures, Tribune Media Services, its equity interests in Classified Ventures,
CareerBuilder, and TVFN, and its valuable portfolio of real estate assets.
The Company expects that the Publishing Spin-off could be achieved in the first half of 2014.
Unless otherwise noted (as “pro forma for Publishing Spin-off”), the financial information
presented throughout this memorandum does not reflect the impact of any potential separation
of the publishing business.
Tribune currently has three reporting segments: Publishing, Broadcasting and Corporate. The
Publishing businesses separated in the Publishing Spin-off would include the eight newspapers
and their associated businesses. Tribune Media Services (“TMS”), currently reported as a
business of Publishing, would be retained as well as the real estate of Publishing. Tribune
Company would enter into leases with Tribune Publishing for the office and production facilities
of the publishing business.
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Consolidated Adjusted EBITDA
The following table summarizes the Company’s Consolidated Adjusted EBITDA.
Adjusted EBITDA1 ($ millions)
Standalone Pro forma including LTV
2012LTM
June '12LTM
June '13Averageof LTMs 2012
LTMJune '12
LTMJune '13
Averageof LTMs
Adjusted EBITDA
Publishing $298 $306 $290 $298 $298 $306 $290 $298
Broadcasting 419 412 368 390 700 612 654 633
Corporate (41) (39) (43) (41) (41) (39) (43) (41)
Adjusted EBITDA from
segments
$676 $679 $614 $647 $958 $879 $901 $889
Plus: Cash distributions
from equity investments171 145 211 178 171 145 211 178
Less: Cash
contributions to pension
plans
(15) (9) (8) (9) (15) (9) (8) (9)
Adjusted EBITDA $832 $815 $817 $816 $1,114 $1,015 $1,103 $1,059
¹ Adjusted EBITDA is not a recognized term under GAAP. See Financial overview section for reconciliations of theseamounts to the most directly comparable financial measure under GAAP.
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2. Key investment considerations
Acquisition of LTV makes Tribune a preeminent TV broadcaster with
significant scale and reach across an attractive mix of large and mid-
size markets with important sports and political exposure
Tribune’s strategy is to build the company’s multimedia capabilities and portfolio in order to
become the number one combined independent broadcast group and content creator in the
United States. The combination of Tribune and LTV is an important step in this direction. It
accelerates Tribune’s strategy for growth, market leadership, and value.
This combination achieves a scale that enhances Tribune’s advertising sales, relationships with
MVPDs and networks, plus better use of programming and spectrum.
Tribune operates the largest U.S. television station group, in terms of coverage of television
homes, not owned by a network and is the only non-network owner that operates stations in New
York, Los Angeles and Chicago. In fact, Tribune owns stations in all top five designated market
areas (“DMAs”) and seven of the top ten DMAs. In total after the acquisition of LTV, Tribune’s
television stations will reach more than 50 million households or 44% of all U.S. TV households1
and will be in 33 markets as indicated in the map below.
Combined TV broadcast stations
¹ CW station owned by Tribune Broadcasting and programmed pursuant to an LMA2 Tribune intends to provide certain services to support WNEP (Wilkes-Barre, PA) and WTKR/WGNT (Norfolk, VA),
which are expected to be owned by Dreamcatcher Broadcasting LLC
In addition, this scale enables Tribune to take advantage of the larger footprint through which the
Company can more widely distribute video and digital content, local news and local
programming. This fits well with distributing the content from the recently launched Tribune
Digital Ventures and Tribune Studios. Already, WGN America and Antenna TV are both
available in approximately 75 million U.S. homes. The combination of Tribune and LTV more
than doubles the weekly hours of locally produced news to more than 1,300 hours per week.
The Company’s participation in the political advertising market is greatly enhanced by LTV’s
footprint, which includes stations with strong news franchises in “swing states” of Ohio,
Wisconsin and Colorado. In 2012, a presidential election year, LTV generated $117 million in
1 Source: Nielsen Total Television Market Universe Estimates
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political advertising. Political ad spend on local television is expected to grow substantially,
reaching $3.2 billion in 2014.1
Gross political revenue ($ millions)
Tribune Broadcasting, with the combination of LTV, has an extensive portfolio of sports
programming. In addition to carrying NFL games on its 14 FOX stations and 5 CBS stations, the
FOX stations in Seattle, Milwaukee and St. Louis carry the games of the local NFL teams. FOX
stations also carry NASCAR races and Major League Baseball games and CBS stations also
broadcast The Masters golf tournament, SEC college football and the NCAA college basketball
tournament. The combined company’s two NBC affiliates broadcast the Olympics and college
football including Notre Dame and its three ABC affiliates broadcast NBA basketball games.
Finally, WGN America broadcasts Chicago Cubs games. In addition to national sports, on a
local basis, the Chicago Cubs, Bulls, Blackhawks and White Sox are broadcast on WGN-TV in
Chicago, with the Blackhawks and Cubs also broadcast on WGN radio. Also, Philadelphia
Phillies and New York Mets games have been shown on Tribune stations in their markets.
National Home market
1 Source: Magna Global
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Positions Tribune Broadcasting to capture a greater share of
valuable retransmission consent
The addition of LTV strengthens and diversifies Tribune’s station affiliation mix, especially with
the “Big Four” networks. Through the 42 TV stations in 33 markets combined, the Company will
have 14 stations in the top 20 markets. In addition to currently being the number one CW affiliate,
the Company expects to become the number one FOX affiliate group. This leadership position
provides Tribune with a stronger voice with key network relationships. Additionally, the Company
has marquee programming and events to offer advertisers.
Source: Tribune Management estimates and BIA Kelsey
Note: Tribune intends to provide certain services to support WNEP (Wilkes-Barre, PA) and WTKR/WGNT (Norfolk, VA),
which are expected to be owned by Dreamcatcher Broadcasting LLC
As shown below, LTV’s stations have already demonstrated strong success in generating
significant retransmission consent revenue. According to SNL Kagan, the U.S. TV broadcasting
industry received $2.4 billion of retransmission revenue for 2012 and is expected to grow to $6.1
billion by 2018. Due to its enhanced scale, network affiliate diversification and attractive market
exposure, the new Tribune Broadcasting expects to be in a strong position to garner greater
retransmission revenue.
Broadcasting retransmission consent revenue ($ millions)
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Shifts Tribune towards a higher margin and growth broadcasting
business model
The creation of the country’s largest broadcast TV group by household reach positions it ahead
of most of its peers as indicated below.
Source: Company filings, company websites, Wall Street research, BIA Kelsey and Nielsen
Note: Tribune intends to provide certain services to support WNEP (Wilkes-Barre, PA) and WTKR/WGNT (Norfolk, VA),
which are expected to be owned by Dreamcatcher Broadcasting LLC1 Pro forma for Gannett +Belo, Sinclair + Cox/Barrington/Fisher/Titan/Allbritton and Nexstar + CCA/Citadel/Stainless
acquisitions; excludes UHF discount
Tribune has significant scale and diversification across the media industry. Pro forma for the LTV
acquisition, Tribune has $3.6 billion in revenue for the twelve months ended June 2013
generated by its strong presence in most major metropolitan markets and attractive portfolio mix
of broadcasting, cable networks, publishing and digital assets. Importantly, each one of the
Company’s operating business units generated positive Adjusted EBITDA during the first half of
2013. The planned separation of the Publishing segment continues to streamline Tribune’s
business towards the higher margin broadcasting model.
Current LTM 6/30/13 Adjusted EBITDA by segment 1 Pro forma LTM 6/30/13 Adjusted EBITDA by segment 1
Broadcasting42%
Publishing2
33%
PF Consolidated Adjusted EBITDA: $1.1 billion
Broadcasting57%
Investments3
18%
Publishing2
25%
Investments3
24%
Consolidated Adjusted EBITDA: $817 million
¹ Chart percentages exclude corporate expense, cash contributions to pension plans and synergies. See Financial
overview section for reconciliations of these amounts to the most directly comparable financial measure under GAAP
² Includes TMS
³ Includes cash distributions primarily from TV Food Network, CareerBuilder, and Classified Ventures
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Leading publisher of metropolitan newspapers with diversified,
profitable revenue streams
Tribune is the second largest U.S. newspaper group based on Sunday circulation, with daily
newspapers in five of the top 30 markets, including two in the top three.
Market leading newspapers
Circulation (000s)2 Netcombinedaudience(000s)2
Digital (millions) 3
Firstpublished
DMArank
Marketposition¹ Daily Sunday
Uniquevisitors
Pageviews
1882 2 1 654 954 4,467 17 202
1847 3 1 415 781 3,173 8 149
1910 16 1 173 229 986 2 36
1876 19 1 161 268 1,184 2 33
1838 27 1 177 309 1,083 3 36
1764 30 1 128 186 774 1 28
41895 62 1 81 119 435 1 12
1896 44 1 56 89 385 1 8
Source: Company ManagementNote: Circulation and digital traffic statistics may include minimal duplication among the media properties1 Source: 2012 Scarborough, Release 2; Based on daily print and digital circulation2 Source: Alliance for Audited Media; Circulation is average for six months ended March 31, 2013; DMA net combined audience except for
Sun Sentinel which is NDM net combined audience3 Source: comScore for unique visitors and Omniture for page views; Digital statistics represent average of 12 months ended June 20134 The Morning Call focuses on the Lehigh Valley region within the Philadelphia DMA (#4)
The Publishing segment, which currently includes the newspapers’ operations, TMS and other
businesses, such as direct mail, generated $290 million of Adjusted EBITDA on $1.9 billion of
revenue during the 12 months ended June 2013, representing an Adjusted EBITDA margin of
15%. Over the past several years, revenue derived from run-of-press (“ROP”) advertising
(advertisements that appear in printed sections of the newspaper) has been under increased
pressure and the Publishing segment has been focused on diversifying its revenue sources. In
the 12 months ended June 2013, 72% of Publishing revenue was derived from sources other
than ROP advertising, up from 48% in 2007.
This revenue shift is primarily due to initiatives to leverage Tribune’s commercial printing and
delivery capabilities, which accounted for approximately $199 million in revenue for the 12
months ended June 2013. Tribune Publishing prints 19 non-Tribune publications and delivers
117 non-Tribune publications. Newspapers that are printed and delivered by Tribune Publishing
include The Wall Street Journal, The New York Times and USA Today. In addition, Tribune has
grown its circulation revenue, which was up 4%, or $15 million, on a year-over-year basis during
the 12 months ended June 2013. Tribune Media Services has also enjoyed revenue growth, up
3%, or $3 million, during the same period.
Tribune has been at the forefront of the migration to online content through the creation of
branded websites, mobile apps and investments in companies like CareerBuilder and Classified
Ventures. As a result of this effort, Tribune’s newspaper websites garner approximately
28 million monthly unique visitors, including approximately 1.8 million registered users, with over
500 million average monthly page views. Tribune Publishing’s digital revenue for the 12 months
ended June 2013 was $212 million, a 6% increase compared to the prior 12 month period.
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Growing digital operations
The recently formed Tribune Digital Ventures is expected to be a stand-alone unit that creates,
designs, and develops new digital products and businesses that leverage Tribune’s strength in
local content and data, and extend the reach of its distribution platform. With the LTV transaction,
Tribune has the ability to take digital content and spread it over 19 more stations covering
approximately 13 million additional homes.
Tribune’s wholly-owned and consolidated digital operations include websites for each of its
newspapers, broadcast TV stations and WGN America. Additionally, Tribune has several content
focused websites such as The Envelope, the Los Angeles Times’ year-round entertainment
awards website. LTV adds additional websites for each of its stations. For the twelve months
ended June 2013, average monthly unique visitors to Tribune newspapers’ websites totaled 28
million and, on a combined basis, Tribune ranked fourth of all U.S. newspaper publishers’
internet properties according to comScore.
Publishing average monthly unique visitors vs. peers (millions)
Source: comScore
Note: Represents average monthly unique visitors for the twelve months ended June 20131 Includes monthly unique visitors to USA Today websites2 News Corp. includes monthly unique visitors to The Wall Street Journal websites
In addition, the Tribune Publishing segment has significantly grown its registered digital
subscriber base in connection with the launch of online paywalls at the newspapers during the
last 12 months.
Registered users (000s)
1,176
1,833
Jun 2012 Jun 2013
Source: Company Management
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Valuable equity investment portfolio of cable and digital assets that
generates stable and predictable cash flows
Tribune’s principal equity investments are TVFN, CareerBuilder and Classified Ventures
(Cars.com and Apartments.com). Importantly, each of these three companies is profitable and
makes substantial cash distributions to Tribune which has helped stabilize the Company’s
Adjusted EBITDA.
Primary equity investments ($ millions)
Investment DescriptionTribune
ownership Partners
Lifestyle cable networks and
websites with a focus on food and
cooking
31% Scripps Networks
Interactive (69%)
Largest online recruitment
company in the U.S., with rapidly
expanding international footprint
32% Gannett (53%)
McClatchy (15%)
Operator of online classified sites
cars.com and apartments.com
28% McClatchy (26%)
Gannett (24%)
Wash. Post (16%)
A.H. Belo & Belo (6%)
Equity investments – cash distributions to Tribune ($ millions)1
$138
$106
$171
$211
$84
$124
2010 2011 2012 LTM June 2013 1H '12 1H '13
% growth (23%) 61% 47%45% 86%
¹ In August 2010, a subsidiary of Scripps Networks Interactive (“SNI”) contributed the Cooking Channel to TVFN. In
order to preserve its interest in TVFN, Tribune made a pro rata capital contribution of $53 million to TVFN in February
2011. Because the amount of Tribune’s $53 million cash contribution (as calculated pursuant to the partnership
agreement) was less than Tribune’s pro rata share based on its aggregate 31.3% interest, Tribune’s 2011 and 2012
cash distributions from TVFN were reduced until the partners’ capital accounts were rebalanced in 2012
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Strong free cash flow generation
The combination with LTV is expected to generate significant incremental free cash flow. The
strong cash flow characteristics of the combined entity translate into greater opportunity and
ultimately greater value.
During the 12 month period ended June 2013, Tribune generated pro forma Adjusted EBITDA
less capital expenditures of $960 million.
Currently, management has no intent to issue dividends in the short-to-intermediate term, as free
cash flow is expected to be used primarily for debt reduction and/or reinvestment in the business.
Adjusted EBITDA – capital expenditures ($ millions)
1 Defined as (Adj. EBITDA – capital expenditures) / Adj. EBITDA. See Financial overview section for reconciliation of
Adjusted EBITDA to the most directly comparable financial measure under GAAP
18
3. Business description
Company overview
Tribune was founded in 1847 and incorporated in Illinois in 1861. In 1968, Tribune became a
holding company incorporated in Delaware. In 1983, after 136 years of private ownership,
Tribune became a public company. Throughout the 1980’s and 1990’s, Tribune grew rapidly
through a series of broadcasting acquisitions and strategic investments in companies such as
TV Food Network, CareerBuilder and Classified Ventures. In 2000, Tribune acquired Times
Mirror Company, a diversified media company that at the time owned seven newspapers,
including the Los Angeles Times, effectively doubling the size of Tribune. The Times Mirror
transaction was the largest acquisition in newspaper industry history.
On December 8, 2008, Tribune and certain of its subsidiaries filed for protection under Chapter11 of the U.S. Bankruptcy Code in the Bankruptcy Court for the district of Delaware. On April 17,2012, the Company filed the Fourth Amended Joint Plan of Reorganization and that Plan ofReorganization as amended on July 19, 2012 was confirmed by the Bankruptcy Court on July 23,2012. On November 16, 2012, Tribune received approval from the Federal CommunicationsCommission ("FCC") of cross-ownership waivers and the assignment of Tribune’s broadcastlicenses to the reorganized Tribune Company. The Company emerged from bankruptcy onDecember 31, 2012.
Today, Tribune owns operating assets across the broadcasting, cable television, digital and
publishing sectors and has valuable equity investments in cable and digital businesses.
Broadcasting highlights
Tribune Broadcasting
23 major-market television stations in 19 markets
Stations in each of the top five markets and seven of the top ten markets
13 CW affiliates, 7 Fox affiliates, 1 ABC affiliate and 2 independent stations
“Superstation” WGN America distributed to 75 million homes
Antenna TV, a multicast network, with 79 affiliates, including nine of the top ten markets,
reaching 76 million U.S. television homes
Tribune Studios launched in 2013 to shift focus to original and exclusive programming that
Tribune controls
2012 Revenue and Adjusted EBITDA of $1.1 billion and $419 million, respectively
Year-to-date June 2013 Revenue and Adjusted EBITDA of $500 million and $165 million,
respectively
2,598 full time equivalent employees as of the second quarter of 2013
LTV
19 major-market stations in 16 U.S. markets
Stations are located in attractive, high-impact markets ranked 17 to 101
12 stations located in 8 highly contested political swing states
7 Fox affiliates, 5 CBS affiliates, 2 ABC affiliates, 2 NBC affiliates, 1 CW affiliate and
2 independent stations
2012 Revenue and Adjusted EBITDA of $619 million and $283 million, respectively
19
Year-to-date June 2013 Revenue and Adjusted EBITDA of $280 million and $115 million,
respectively
2,318 full time equivalent employees as of June 2013
Publishing highlights1
Second largest U.S. newspaper publishing group based on Sunday circulation
Eight metropolitan newspapers with combined daily circulation of 1.8 million and Sunday
circulation of 2.9 million
Websites with 28 million average monthly unique visitors and 504 million monthly page
views for the 12 months ended June 2013
Diversified portfolio and revenue base with only 28% of total segment revenue derived from
ROP advertising
Tribune Media Services, a leading provider of entertainment-related data (TV listings &
schedules, movie show times, online video data)
Digital revenue growing and now representing 10% of total segment revenue
Over 150 targeted niche printed publications
Significant commercial printing and delivery business
Full service national direct mail business
2012 Revenue and Adjusted EBITDA of $2.0 billion and $298 million, respectively
Year-to-date June 2013 Revenue and Adjusted EBITDA of $936 million and $128 million,
respectively
8,487 full time equivalent employees as of the second quarter of 2013
Equity investments highlights
Major equity investments include
TVFN (31% stake): Owns TV Food Network, a popular cable network distributed to over
100 million homes, as well as the Cooking Channel which is seen in 60 million homes
CareerBuilder (32% stake): Leading online recruitment website
Classified Ventures (28% stake): Collection of leading classified websites, including
Cars.com and Apartments.com
2012 cash distributions from equity investments of $171 million
Year-to-date June 2013 cash distributions from equity investments of $124 million
1 See page 8 for details on Publishing Spin-off
20
Segment overview
Tribune is one of the largest media companies in the U.S. with operations in two industry
segments: (i) Broadcasting and (ii) Publishing, both of which include digital operations. These
segments reflect the way the Company sells its products, manages its operations and makes
business decisions. Certain administrative activities are not included in either segment, but are
reported as Corporate. With the LTV acquisition, Tribune expects to be the largest independent
broadcasting company by television household reach. Additionally, Tribune has a valuable equity
investment portfolio in broadcast and programming related assets as well as a significant
portfolio of real estate.
June 2013 LTM consolidated revenue June 2013 LTM consolidated Adjusted EBITDA¹
TribuneBroadcasting
29%
LTV17%
Publishing2
54%
Total Consolidated Revenue: $3.6 billion
TribuneBroadcasting
32%
LTV25%
Publishing2
25%
Cash distributions fromequity investments3
18%
Total Consolidated Adjusted EBITDA: $1.1 billion4
Note: Pro forma for LTV acquisition1 Percentages calculated based on Adjusted EBITDA contribution before Corporate expense and cash contributions to
pension plans
² Includes TMS
³ Includes cash distributions primarily from TV Food Network, CareerBuilder, and Classified Ventures4 See Financial overview section for a reconciliation of Adjusted EBITDA to the most directly comparable financial
measure under GAAP
21
Tribune Broadcasting
On a standalone basis, the Broadcasting segment represented 35% of the Company’s total
consolidated revenue and 42% of the Company’s total consolidated Adjusted EBITDA for the 12
months ended June 2013. The segment includes a portfolio of media assets that provides both
local and national scale and operates in both the broadcasting and cable television and program
production sectors. The Broadcasting segment generates meaningful Adjusted EBITDA and
enjoys strong operating margin and free cash flow characteristics.
TV and radio stations
Tribune Broadcasting currently owns 23 television stations in 19 markets. Thirteen of the TV
stations are affiliates of The CW Network. These stations are located in New York, Los Angeles,
Chicago, Dallas, Washington, D.C., Houston, Miami, Denver, St. Louis, Portland, Indianapolis,
Hartford and New Orleans. Seven of the television stations are affiliated with the FOX Network.
These stations are located in Seattle, Sacramento, Indianapolis, Hartford, San Diego, Grand
Rapids and Harrisburg. The TV station group includes one ABC Network television station
affiliate in New Orleans and two independent stations in Philadelphia and Seattle. Prior to the
LTV acquisition, Tribune Broadcasting owned and operated four duopolies in Seattle,
Indianapolis, Hartford and New Orleans.
Broadcasting’s Denver and St. Louis CW stations have been co-located and operated with LTV’s
FOX stations in these markets. When the LTV acquisition closes, Tribune expects to have
duopolies in those markets.
WGN-AM, Chicago, is a news and talk radio station. It operates on frequency 720-AM and is the
flagship station of the Chicago Cubs (MLB) radio network and the Chicago Blackhawks (NHL).
For the 12 months ended June 2013, radio operations contributed 3% of the Broadcasting
segment’s operating revenues.
22
Tribune television stations by market rank
Market (Station)Nielsen market
rank% of U.S.
house-holds Network affiliation
Affiliationagreementexpiration
New York (WPIX) 1 6.4% CW 2016
Los Angeles (KTLA) 2 4.9% CW 2016
Chicago (WGN incl. CLTV) 3 3.1% CW 2016
Philadelphia (WPHL) 4 2.6% IND NA
Dallas (KDAF) 5 2.3% CW 2016
Washington (WDCW) 8 2.1% CW 2016
Houston (KIAH) 10 2.0% CW 2016
Seattle/Portland (KCPQ, KZJO, KRCW) 13/22 2.6% FOX/IND/CW 2016
Miami (WSFL) 16 1.4% CW 2016
Sacramento (KTXL) 20 1.2% FOX 2016
Indianapolis (WXIN, WTTV) 26 0.9% FOX/CW 2016
San Diego (KSWB) 28 0.9% FOX 2017
Hartford (WTIC, WCCT) 30 0.9% FOX/CW 2016
Grand Rapids (WXMI) 39 0.6% FOX 2016
Harrisburg (WPMT) 43 0.6% FOX 2016
New Orleans (WGNO, WNOL) 51 0.6% ABC/CW 2014/2016
LMA Stations (Denver, St. Louis)1 17/21 2.4% CW 2016
Total 35.5%
Affiliations Independent
Number of stations 13 7 1 2
Note: Shading indicates duopolies1 These stations have been party to LMAs with the FOX Network affiliates in the market owned by LTV. When the LTV
acquisition closes, Tribune expects to have duopolies in these markets
WGN America
WGN America is the last national “superstation” and is distributed to approximately 75 million
U.S. TV homes by cable, satellite and telco operators. Its programming emphasis is
entertainment and consists of syndicated sit-coms, news, movies, and live sports. Management
is focused on maximizing the value of WGN America. WGN America has a distribution channel
of approximately 75 million subscribers and is ranked 43rd among advertisement supported
cable networks. Currently, WGN America does not own or control any of its non-news
programming content. However, by taking advantage of the “superstation window,” it has been
able to keep programming costs relatively low.
WGN America is shifting focus towards original and exclusive syndicated programming with
ownership participation that can drive viewership through formation of Tribune Studios and hiring
of Matt Cherniss. Cherniss has a background in development of original programming at Warner
Bros and FOX. WGN America announced its first two original series, Salem and Manhattan,
hour long scripted dramas. Additionally, in October 2013, WGN America announced exclusive
cable syndication rights to the drama series Person of Interest. Other objectives for WGN
America include:
Investment in the network’s programming and marketing to drive distribution
Earn competitive affiliate fees that are on par with similarly rated networks
Evaluate conversion to basic cable network
23
Tribune Studios
In March 2013, Tribune Studios was launched to source and produce original and exclusive
content for WGN America and Tribune’s local stations, providing alternatives to acquired
programming in the daytime, early prime, and late night dayparts. Tribune may also utilize
Tribune Studios to syndicate these programs to local markets without a Tribune station.
Expected formats will include talk show, game show, and reality formats with TV stations
benefiting from retaining all advertising spots for owned programming.
CLTV
CLTV (Chicagoland Television) is Chicago’s first and only 24-hour regional cable news channel.
CLTV was launched in 1993 and is available to 1.5 million homes in the Chicago area.
Antenna TV
Antenna TV is a 24/7 digital multicast network airing on television stations across the U.S.
Launched in 2011, Antenna TV now reaches 76 million U.S. television homes. It is currently
carried by 79 television station affiliates, including affiliates in nine of the ten largest U.S.
television markets.
The network features classic television programs such as Barney Miller, All in the Family,
Sanford & Son and Dennis the Menace. Local television stations air Antenna TV as a digital
multicast channel often on a .2 (“dot 2”) or .3 (“dot 3”) channel depending on the city and the
station. Antenna TV is available free over-the-air using a traditional broadcast television antenna
or a rooftop antenna. In addition, most major cable companies carry Antenna TV through
retransmission consent agreements with the local Antenna TV affiliate.
Antenna TV is provided to station affiliates on a barter basis for clearance as a digital multicast
channel. Tribune generates revenue from sale of network inventory to national advertisers as
well as the sale of the Tribune stations’ inventory to local television advertisers.
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Financials
Tribune Broadcasting historical financials ($ millions)
Revenue Adjusted EBITDA²
$379 $384$419 $412
$368
2010 2011 2012 LTMJune 2012
LTM June2013
% margin 34% 35% 37% 35%
$1,101 $1,102 $1,128 $1,133$1,053
2010 2011 2012 LTMJune 2012
LTMJune 2013
% growth 17% 0% 2% (7%)
Capital expenditures1 Adjusted EBITDA less capital expenditures²
$343 $342$374 $370
$327
2010 2011 2012 LTMJune 2012
LTMJune 2013
% conversion 90% 89% 89% 89%
$36$42 $44 $42 $41
2010 2011 2012 LTMJune 2012
LTMJune 2013
% of revenue 3% 4% 4%4% 4% 90%
36%
Note: Excludes LTV
¹ Includes allocated technology capital expenditures
² See Financial overview section for a reconciliation of Adjusted EBITDA to the most directly comparable financial
measure under GAAP
Broadcasting represented 35% of the Company’s consolidated operating revenues in the
12 months ended June 2013. Approximately 80% of these revenues came from the sale of
advertising. Changes in advertising revenues are heavily correlated with and influenced by
changes in the level of economic activity and the demand for political advertising spots in the
United States. Changes in gross domestic product, consumer spending levels, auto sales,
political advertising levels, programming content, audience share, and rates all impact demand
for advertising on the Company’s television stations. The Company’s advertising revenues are
subject to changes in these factors both on a national level and on a local level in the markets in
which it operates. Broadcasting operating revenues also included barter/trade revenues, WGN
America carriage revenue, copyright royalties and retransmission consent fees, which
represented approximately 5%, 5%, 3% and 4%, respectively, of broadcasting’s total operating
revenues for the 12 months ended June 2013.
Advertising Revenue
For the 12 months ended June 2013, advertising revenue accounted for approximately
80% of the Broadcasting segment’s $1.1 billion of total revenue. Tribune participates in three
primary advertising sectors: local and national television spot, network cable (WGN America)
and national syndication (Antenna TV and The Bill Cunningham Show). Four advertising
categories, including automotive, retail, financial and restaurants, represented about half of total
television station advertising revenue. Similar to most television station owners, the automotive
category represents the single largest advertising category for Tribune Broadcasting as the auto
industry continues to find broadcast television is the most effective way to market cars.
Tribune’s political advertising revenue typically only accounts for approximately two to three
percent of Broadcasting’s total revenue in on-cycle years. Traditionally, ABC, CBS and NBC
affiliates receive a larger share of political advertising revenue than FOX and CW affiliates, due
in part to larger prime-time audiences, network news programming and older skewing audience
demographics. In addition, Tribune’s largest stations are not located in “swing states,” which
25
limit Tribune’s revenue from national elections. Highly contested local elections and
issues/propositions are the primary drivers of Tribune’s political revenue. In the last three
political cycles, over a third of Tribune’s political advertising revenue came from its three
California stations.
The Citizens United decision by the U.S. Supreme Court in 2010 held that the First Amendment
prohibited the government from restricting independent political expenditures by corporations
and unions. The decision was instrumental in the establishment of “Super PACs” which can
accept unlimited contributions from corporations and individuals. The Citizens United decision
and the resulting Super PAC political spending drove political advertising revenue to record
levels in the 2012 election.
U.S. annual political advertisement spending ($ billions)
Source: Magna Global
Note: Based on Local Broadcast TV political advertising only (excludes Local Cable TV)
Gross political advertising revenue ($ millions)
Television station advertising is relatively diversified across dayparts. Advertising sold during
news hours represents 30% of total television station advertising, reflecting a strong commitment
and investment in high quality news programming. In fact, the television stations have more
than doubled news hours produced each week since 2007 to over 600 hours across the station
group.
26
Daypart gross advertising revenue (YTD June 2013)
News30%
Daytime16%
Prime-Network13%
Sports8%
Access9%
Late Fringe9%
Other 6%
Early Fringe6%
Prime-Other2%
1 Includes Weekends, Paid, Overnight and Kids
Carriage Fees and Retransmission Consent Fees
For the 12 month period ended June 2013, carriage fees (for WGN America and CLTV) and
station retransmission consent fees from MVPDs accounted for approximately 9% of the
Broadcasting segment’s total revenue. Broadcasters’ retransmission revenues have been a
source of growth in recent years as MVPDs are increasingly willing to pay for the content on
broadcast stations. Increases in retransmission revenue are usually achieved through
negotiation during renewal of television stations’ retransmission consent agreements. Tribune
has a substantial number of its retransmission consent agreements up for renewal through the
end of 2014.
Copyright Royalties
For the 12 month period ended June 2013, copyright royalty revenue accounted for
approximately 3% of the Broadcasting segment’s total revenue. In the first half of 2012, Tribune
received an unusually large distribution, due to the resolution and subsequent distribution of
2004-2009 copyright royalties which had been tied up in private-sector disputes. This was in
excess of amounts previously recognized as revenue.
In general, Tribune earns copyright royalty revenue through the telecast of original owned
programming that is shown in distant markets via cable or satellite transmission. These copyright
royalties are collected from MVPDs by the U.S. Copyright Office on behalf of the copyright
owners and are distributed to the owners as part of a sometimes lengthy and complex process.
The majority of Tribune’s copyright royalty revenue comes from original programming produced
by WGN-TV and aired on WGN America.
Copyright royalty revenue ($ millions)
% of Tribune Broadcasting revenue
3% 2% 6% 3% 10% 3%
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Operating Expenses1
During the 12 month period ended June 2013, total Broadcasting segment expenses were
$685 million. The majority of these expenses related to compensation and programming.
Programming
Programming on the Tribune television stations consists of network-provided shows, syndicated
series, news, local and regional sports coverage, feature films and children’s programs. A large
portion of this programming is acquired from outside sources, including The CW Network, the
FOX Network, the ABC Network and major studios such as Warner Bros. Tribune Broadcasting
is one of the largest purchasers of syndicated programming. The Broadcasting segment’s
current off-network syndicated programming includes The Big Bang Theory, How I Met Your
Mother, Two and a Half Men and Modern Family.
The Company has also recently utilized its distribution strength to partner with content producers
and made investments in programming such as The Bill Cunningham Show which airs on the
CW Network, The Arsenio Hall Show (premiered in September 2013), and Salem (premiere April
2014) and Manhattan (premiere later in 2014), the first two original scripted series on WGN
America. This trend reflects the importance of cost effective access to high-quality, popular
television content in an environment when programming costs continue to increase. Through
Tribune Studios, the Company intends to increase its focus on sourcing and producing original
and exclusive content for WGN America and Tribune local stations, providing alternatives to
acquired programming.
Tribune’s programming covers a diverse range of genres which leads to a balanced revenue mix
throughout the day. For example, relative to other television station groups, Tribune’s primetime
programming generates a relatively low percentage of its total Broadcasting revenue, only about
13%. This is a result of Tribune’s programming strategy to make significant investments in other
dayparts such as locally produced news and the early/late fringe and access hours which are
primarily composed of syndicated sitcoms like Two and a Half Men and The Big Bang Theory.
Additionally, Tribune’s daytime programming makes up a larger percentage of revenue than
broadcast groups comprised primarily of CBS, NBC, ABC and FOX affiliates. Tribune’s daytime
programming consists of top rated first-run syndicated programming in the conflict talk and court
genres including The Maury Show, The Jerry Springer Show, The Steve Wilkos Show and Judge
Mathis, as well as Tribune’s The Bill Cunningham Show. Advertising in these daytime shows is
principally made up of direct response and lead generation advertising, which is dependent on
viewer response rather than Nielsen ratings and is, correspondingly, more stable and predictable.
Tribune holds the right to show its primary daytime conflict talk shows through September 2016.
LTV Broadcasting
LTV’s current portfolio of stations was formed primarily through two significant acquisitions. In
May 2007, LTV completed its first transaction, acquiring nine stations from the New York Times
Company, which included four CBS, two NBC, two ABC, and one MyNetworkTV affiliates. The
second transaction, in July 2008, was the acquisition of eight FOX affiliated stations from News
Corp. In March 2009, WBRC, the FOX affiliate in Birmingham, Alabama, was swapped for
WTVR, a CBS affiliate in Richmond, Virginia previously owned by Raycom Media, Inc.
Additionally, LTV formed LMAs with Tribune Company in Denver and St. Louis in October of
2008, acquired WGNT (Norfolk, VA-CW) in June 2010 and acquired KXNW (Fort Smith, AR,
MyTV) in January 2012 to form four duopoly markets.
1 Expenses exclude depreciation, amortization, pension expense, stock-based compensation, certain special items
(including severance), non-operating items and reorganization items
28
LTV operates stations in markets with young and affluent demographics, strong business and
political bases, growing populations and rising income levels. LTV’s portfolio comprises markets
that, on average, outperform the U.S. television market in key growth metrics.
TV stations
¹ CW station owned by Tribune Broadcasting and programmed pursuant to an LMA2 Tribune intends to provide certain services to support WNEP (Wilkes-Barre, PA) and WTKR/WGNT (Norfolk, VA),
which are expected be owned by Dreamcatcher Broadcasting LLC
LTV’s portfolio consists of 19 highly-ranked stations with strong local franchises in 16 attractive
markets. LTV operates a geographically diverse station portfolio located across the
Southeastern, Midwestern and Western U.S., with a considerable presence in key political
battleground states. LTV stations include many of the strongest performing “Big Four” affiliates in
the country and high quality, heritage television properties, all of which are ranked #1 or #2 in
revenue share in their respective markets. LTV owns and operates 19 stations and also
programs two CW affiliates owned by the Tribune pursuant to local marketing agreements.
LTV’s stations operate primarily in top-75 markets, with 14 of the 21 stations in top-50 markets.
Fourteen of the stations are located in eight of the most hotly-contested political battleground
states, driving significant political revenue in election years.
29
LTV television stations by market rank
Market (Station)Nielsen
market rank% of U.S.
house-holdsNetwork
affiliation
2012Station
RevenueRank1
News Rank(Early
Morning/Late)
Affiliationagreementexpiration
Denver (KDVR/KWGN)2 17 1.4% FOX/CW #2 #2 / #1 2018/2016
Cleveland (WJW) 19 1.3% FOX #1 #1 / #1 2018
St. Louis (KTVI/KPLR)2 21 1.1% FOX/CW #1 #1 / #1 2018/2016
Kansas City (WDAF) 31 0.8% FOX #1 #1 / #1 2018
Salt Lake City (KSTU) 33 0.8% FOX #2 #1 / #1 2018
Milwaukee (WITI) 34 0.8% FOX #1 #1 / #1 2018
Oklahoma City (KFOR/KAUT) 41 0.6% NBC/IND #1 #2 / #2 2015
Norfolk (WTKR/WGNT)3 45 0.6% CBS/CW #2 #3 / #3 2015/2016
Greensboro (WGHP) 46 0.6% FOX #2 #1 / #1 2018
Memphis (WREG) 50 0.6% CBS #1 #1 / #1 2015
Wilkes-Barre (WNEP)3 54 0.5% ABC #1 #1 / #1 2013
Richmond (WTVR) 57 0.5% CBS #2 #2 / #2 2014
Des Moines (WHO) 72 0.4% NBC #2 #1 / #2 2015
Huntsville (WHNT) 79 0.3% CBS #1 #1 / #1 2015
Davenport (WQAD) 100 0.3% ABC #2 #2 / #2 2013
Ft. Smith (KFSM/KXNW) 101 0.3% CBS/MyTV #1 #1 / #1 2015/2014
Total 10.8%
Affiliations Independent
Number of stations 7 5 2 2 2 1
Note: Shading indicates duopolies1 Based on 2012 market revenue rank. Ranking for duopoly markets based on combined stations2 CW station owned by Tribune Broadcasting and programmed pursuant to an LMA3 Tribune intends to provide certain services to support WNEP (Wilkes-Barre, PA) and WTKR/WGNT (Norfolk, VA), which
are expected be owned by Dreamcatcher Broadcasting, LLC
Five of LTV’s seven FOX stations were key to the emergence of the FOX network, acquired by
News Corporation from New World Communications on the heels of the fledgling network’s
acquisition of the rights to broadcast National Football Conference (“NFC”) games in 1994.
These five stations—WJW (Cleveland), KTVI (St. Louis), WDAF (Kansas City), WITI
(Milwaukee), and WGHP (Greensboro)—originally strong ABC, NBC or CBS affiliates in their
respective markets, continue to be among the strongest FOX stations in the U.S., consistently
ranking in the top-10 FOX affiliates in Prime Time, Late Local News, and Sign-On to Sign-Off.
Three of the five top FOX stations in the country from Sign-On to Sign-Off are LTV stations.
Twelve LTV stations garner more than 30% of the local news gross rating points (“GRP’s”) in
their markets.
30
Financials
LTV broadcasting historical financials ($ millions)
1 See Financial overview section for a reconciliation of Adjusted EBITDA to the most directly comparable financial
measure under GAAP
Political revenue follows an alternating even-/odd-year cycle whereby revenue increases in the
even years coinciding with political elections and declines in the odd years. LTV generates
significant political revenue in both presidential and mid-term election years in part because its
stations are located in key political battleground states. 2010 was a record mid-term election
year for LTV, with hotly contested House, Senate, Gubernatorial and local races driving $56
million in net political revenue at LTV stations. 2012 net political revenue of $100 million
exceeded 2010 political revenue by 85% due to increased political TV ad spend in the
presidential election. Retransmission consent fee revenue drove meaningful top-line growth over
the historical period, with revenue increasing from $24 million in 2010 to $47 million in 2012.
Revenue
LTV benefits from a favorable revenue mix, with diversification across several high-growth, high
margin revenue streams. Predictable, proactive local direct sales efforts have driven increasing
local advertising revenue. Fast-growing retransmission, political and interactive revenue streams
now represent a significant portion of LTV’s revenue base, and these revenue streams benefit
not only from powerful industry growth drivers but also from high incremental margins.
Importantly, LTV generates a significant portion of its revenue from local content and network
programming with limited reliance on syndicated programming.
31
Revenue concentration by category ($ millions)
Local$29553%
National$13824%
Political$5510%
Retrans$397%
Interactive$173%
Other$163%
Note: Based on average ‘11/’12 revenue of $560 million
LTV’s key swing state stations, coupled with its strong news franchises, have driven meaningful
growth in political revenue over the last five years, from $52 million in 2008 to $100 million in
2012. LTV not only maintains strong positions in key swing states, it also has a diversified
footprint across those swing states.
Net political advertising revenue ($ million)
Retransmission Consent Fees
LTV has been very successful in renegotiating its retransmission agreements, resulting in highly
favorable economic terms. LTV’s national scale provides strong relationships with MVPDs, while
its #1 and #2 rankings make its stations important content in local communities. Contracts
covering a substantial portion of the LTV’s over 10 million total subscribers have been or will be
renegotiated in 2013 and 2014.
Retransmission revenue ($ millions)
32
Operating Expenses1
LTV has managed operating expenses in line with its revenue trends, enabling it to successfully
increase profitability. Operating expenses decreased as a percentage of total net revenue from
62% in 2010 to 54% for the twelve months ended June 2013. Operating expenses were $337
million for the twelve months ended June 2013.
LTM June 2013 Operating expenses ($ millions)
Total=$337 million
Corporate and other$206%
G&A$7021%
Programming andnetwork compensation1
payments$4915%
Compensation, benefitsand payroll taxes
$18053%
LMA fees$185%
¹ Includes ratings services
Programming
LTV’s stations are affiliated with a “Big Four” network, with FOX and CBS affiliates comprising
the majority of stations and ABC, NBC and CW affiliated stations diversifying the portfolio. LTV
operates in markets that are large enough to drive increased revenue per station relative to other
similarly sized operators, creating significant economies of scale and margin potential. The
markets are also ideally suited for management to execute a locally focused strategy.
LTV’s stations rank #1 or #2 in late and early newscasts in 15 of 16 markets. LTV’s FOX stations
produce more local news hours than its other network affiliates due to fewer hours of network
programming provided by FOX network. Since 2008, LTV’s stations have efficiently expanded
news coverage, adding 188 hours of weekly product while reducing the ratio of employees to
news hours from 3.5 to 2.4. Increased local news hours are attractive because stations retain
100% of the inventory during those programs. Strong local news programming reduces these
stations’ reliance on their respective networks.
In addition to outstanding local news programming, the stations also produce live, regularly
scheduled entertainment programming. Several stations also produce specialty programming
that airs weekly, including entertainment programming and educational shows.
Eight stations are located in markets with major league professional sports franchises, and they
capitalize on opportunities whenever possible. KTVI’s coverage of the St. Louis Cardinals in the
2011 World Series was enhanced with pre- and post-game specials, and special coverage of the
Cardinals Victory Parade. WITI’s coverage of the Green Bay Packers includes FOX 6 Blitz, a
weekly recap of the game that airs Sunday nights following the late local news. The station’s
extensive coverage of Super Bowl XLV in 2011 spanned two full weeks.
1 Expenses exclude depreciation, amortization, pension expense, stock-based compensation, certain special items(including severance), non-operating items and reorganization items
33
Pro forma broadcasting
The combination of Tribune and LTV is part of a wider concerted strategy to build Tribune into
the number one combined independent broadcast group and content creator in the United States.
With this acquisition, Tribune has set out on a path to clarify this strategy and accelerate growth,
market leadership and value. The combination with Local provides scale that doesn’t just
diversify the geographic and revenue of the company but provides an enhancement to all
elements of the business such as advertising, relationships with MVPDs and networks and also
provides the opportunity to better use the programming and local news content as well as
spectrum.
Combined TV broadcast stations
¹ CW station owned by Tribune Broadcasting and programmed pursuant to an LMA2 Tribune intends to provide certain services to support WNEP (Wilkes-Barre, PA) and WTKR/WGNT (Norfolk, VA), whichare expected to be owned by Dreamcatcher Broadcasting LLC
Tribune expects an estimated $100 million in annual run rate synergies within five years of
closing. There is an immediate impact from the size and reach of the combined companies. By
nature of becoming a broadcasting bellwether, the combined group and its larger national
footprint and diversification of network affiliates is expected to have greater value to MVPD
subscribers and have enhanced relationships with “Big Four” affiliates, something that is of value
to MVPDs.
The combination also brings immediately realizable revenue efficiencies. The combined
company creates national sales and business development opportunities with increased scale
while providing an opportunity to increase political revenue, particularly at Tribune stations,
through coordinated sales efforts. As the digital platforms grow with the increased cash flow
invested in the business, the interactive revenues stand to gain from expanded digital content
and more attractive combined national reach.
Additional synergies are expected to be achieved as redundant functions are eliminated and
several other support/back office functions are more efficiently operated given the opportunity for
rationalization.
34
Financials
Pro forma Tribune broadcasting historical financials ($ millions)
¹ See Financial overview section for reconciliations of these amounts to the most directly comparable financial measure
under GAAP
FCC considerations
The Company is taking several steps to ensure Tribune’s continued compliance with FCC rules
following its acquisition of LTV. The existing contractual joint operating arrangements between
Tribune and LTV in the Denver and St. Louis DMAs will be converted into permitted commonly-
owned duopolies under FCC rules.
As part of its applications for FCC approval of the LTV transaction, Tribune has asked the FCC
to reauthorize LTV’s existing permitted duopoly in the Oklahoma City DMA and its existing LTV
“failing station” waiver of the duopoly rule in the Fort Smith DMA. Tribune also has requested
reauthorization of LTV’s existing “satellite” exemption from the duopoly rule for KFCT in Ft.
Collins, Colorado (Denver DMA).
Meanwhile, in order to enable Tribune to comply with the FCC’s Newspaper-Broadcast Cross
Ownership Rule in the two LTV markets where it publishes daily newspapers, LTV has filed
applications at the FCC to transfer control of WNEP (Wilkes-Barre, PA) and WTKR and WGNT
(Norfolk, VA) to a third party, Dreamcatcher Broadcasting LLC. As part of its applications for
FCC approval of the transaction, Dreamcatcher has asked the FCC to reauthorize LTV’s existing
permitted duopoly in the Norfolk-Portsmouth-Newport News DMA.
35
Publishing
Before the impact of the LTV acquisition, the Publishing segment accounted for 65% of the
Company’s total consolidated revenue and 33% of the Company’s total consolidated Adjusted
EBITDA for the 12 months ended June 2013. This segment operates eight metropolitan daily
newspapers with related websites and mobile applications, distributes preprinted insert
advertisements, provides commercial printing and delivery services to third parties, manages
significant direct mail operations, and distributes entertainment listings and syndicated content
through its Tribune Media Services business unit. The daily newspapers include: Los Angeles
Times, Chicago Tribune, The Baltimore Sun, South Florida Sun Sentinel, Orlando Sentinel,
Hartford Courant, The Morning Call (Allentown, PA) and Daily Press (Newport News, VA).
As discussed earlier, Tribune announced in July 2013, plans to spin-off certain Publishing assets.
Importantly, the Publishing Spin-off is expected to include the daily newspapers, but is not
expected to include TMS or Tribune’s real estate.
National footprint of local market leaders
Source: Company Management, Census Bureau
1 The Morning Call focuses on the Lehigh Valley region within the Philadelphia DMA (#4)
Total average paid circulation for the eight newspapers averaged 1.8 million copies daily and 2.9
million copies on Sunday for the six months paid ended March 2013, which ranked Tribune as
second by Sunday circulation. In addition, the segment publishes over 150 “niche” publications
that target various geographic, ethnographic and demographic audiences and includes Chicago
Magazine, Hoy the Spanish language newspaper, which is published in Chicago and Los
Angeles, and Chicago’s RedEye, a five day a week newspaper, which targets a younger
demographic.
#2 DMA
#3 DMA
#19 DMA
#27 DMA
#16 DMA
#30 DMA
#62 Market(1)
#44 DMA
250 or more 50-249.9 10-49.9 Less than 10
Population Per Square Mile
36
Circulation vs. peers (millions)
Source: Alliance for Audited Media (March 2013)1 Gannett circulation excludes USA Today2 News Corp. circulation excludes The Wall Street Journal
The Publishing segment also manages the websites of the Company’s daily newspapers and
other branded products that target specific areas of interest. The newspaper websites had
approximately 28 million monthly unique visitors and over 500 million monthly page views for the
twelve months ended June 2013. Additionally, the Publishing segment owns and operates a
national full-service direct mail business.
The Publishing segment operating strategy consists of the following key priorities
Transition the legacy print publishing model to a multi-platform approach optimized for today’s
fast-paced information environment
Diversify revenue streams and develop innovative advertising and digital solutions that
leverage the Company’s brand equity and market positions
Relentlessly focus on editorial quality to preserve each newspaper’s hard-earned reputation
for world-class journalism
Leverage scale and continuously identify new revenue opportunities and cost efficiencies that
take advantage of the Company’s expansive reach and operational footprint
Publishing continues to diversify its revenue away from traditional ROP advertising revenue by
pursuing revenue opportunities in digital, circulation, commercial print and delivery and direct
mail. Targeted circulation price increases have been successful in shifting some of the revenue
mix from advertisers to consumers. For the 12 months ended June 2013, Tribune’s circulation
revenue was up 4%. In addition, Tribune has been aggressive in testing online content strategies
and launching new, targeted digital paid (or registered) products. In fact seven of the eight
Tribune newspaper websites have established paywalls. Furthermore, Tribune has also been
aggressively utilizing its owned printing assets and low cost distribution network to print and
deliver non-Tribune products while testing its delivery services beyond traditional newspaper
delivery.
37
Publishing revenue breakdown ($ millions)
2010 2011LTM June
2013
2010–2012
2012 $ change % change
Non-ROP
Preprints $404 $386 $368 $361 ($36) (9%)
Digital 174 183 192 192 18 10%
Total Non-ROP
advertising
$578 $569 $560 $553 ($18) (3%)
Circulation 399 390 417 421 18 5%
Commercial
services
149 157 200 199 51 34%
TMS 77 80 84 84 7 9%
Direct mail / other
direct marketing
71 80 73 76 2 3%
Other revenue1
53 60 60 63 7 13%
Total Non-ROP $1,327 $1,336 $1,394 $1,396 $67 5%
ROP $780 $673 $577 $540 ($203) (26%)
Total revenue $2,107 $2,009 $1,971 $1,935 ($136) (6%)
1 Includes royalties, scrap sales, event revenue, rental revenue and other
Importantly, after reducing publishing expenses1
by over $800 million from 2007 to the twelve
months ended June 2013, Tribune continues to focus on re-engineering its cost structure,
leveraging its inherent scale to reduce supply chain costs, replicate best practices, and
streamline management.
On an operational basis, these broad initiatives have resulted in efficiencies including a Tribune
carrier network that delivers advertising material previously sent by mail, an editorial staff
focused on providing local content that is most important to readers, a smaller and more efficient
network of print distribution centers, more standardized technology systems and processes, the
sharing of content and back office resources across the newspapers and more efficient
management of facilities, carrier contractors and promotional activities. Tribune continues to
leverage scale across numerous functional areas, including editorial, circulation, distribution and
administration.
1 Expenses exclude depreciation, amortization, pension expense, stock-based compensation, certain special items(including severance), non-operating items and reorganization items
38
Market leading newspapers
Circulation (000s)2 Netcombinedaudience(000s)2
Digital (millions) 3
Firstpublished
DMArank
Marketposition¹ Daily Sunday
Uniquevisitors
Pageviews
1882 2 1 654 954 4,467 17 202
1847 3 1 415 781 3,173 8 149
1910 16 1 173 229 986 2 36
1876 19 1 161 268 1,184 2 33
1838 27 1 177 309 1,083 3 36
1764 30 1 128 186 774 1 28
41895 62 1 81 119 435 1 12
1896 44 1 56 89 385 1 8
Source: Company ManagementNote: Circulation and digital traffic statistics may include minimal duplication among the media properties1 Source: 2012 Scarborough, Release 2; Based on daily print and digital circulation2 Source: Alliance for Audited Media; Circulation is average for six months ended March 31, 2013; DMA net combined audience except for
Sun Sentinel which is NDM net combined audience3 Source: comScore for unique visitors and Omniture for page views; Digital statistics represent average of 12 months ended June 20134 The Morning Call focuses on the Lehigh Valley region within the Philadelphia DMA (#4)
Los Angeles Times Media Group
The Los Angeles Times Media Group is a leading provider of news and information in the Los
Angeles metropolitan area. Its operations are principally comprised of the publication of the Los
Angeles Times and its related businesses. The Los Angeles Times has been published
continuously since 1881 and today has the fourth largest daily circulation of any newspaper in
the U.S. The Los Angeles market ranks second in the nation in terms of population.
The Los Angeles Times publishes two daily editions: the East edition and the West edition.
Additional daily and semi-weekly community newspapers are either inserted into the paper in
selected geographic areas or distributed to homes and through vending boxes to provide
targeted local news coverage. The Los Angeles Times Media Group operates (i) latimes.com,
an online expanded version of the newspaper, providing local, national and international news
along with feature reporting and (ii) theenvelope.com, a comprehensive year-round
entertainment awards website. For the 12 months ended June 2013, the latimes.com average
17 million unique visitors and 202 million page views per month. The Los Angeles Times Media
Group also operates the free Spanish language newspaper, Hoy, which provides local, national
and international news and features of interest to the largest Hispanic market in the U.S. In
addition, the Los Angeles Times Media Group’s production facility prints The Wall Street Journal
and its outside carriers deliver the Orange County Register, The Wall Street Journal, The New
York Times and numerous other local publications. Additionally the Los Angeles Times Media
Group provides an integrated and comprehensive direct mail service.
Chicago Tribune Media Group
The Chicago Tribune Media Group is a leading provider of news and information in the Chicago
area. Its operations are principally comprised of the publication of the Chicago Tribune and its
related businesses. Founded in 1847, the Chicago Tribune’s print and online coverage attracts
the largest news-seeking audience in the Midwest. The Chicago market ranks third in the nation
in terms of population. The Chicago Tribune ranks eleventh in the U.S. for average daily paid
newspaper circulation and fourth on Sunday for paid circulation.
The Chicago Tribune Media Group is a multi-product, multi-channel news and information
source. The Chicago Tribune Media Group operates chicagotribune.com, the web edition of the
newspaper and ChicagoNow.com, a local blog network. For the 12 months ended June 2013,
chicagotribune.com averaged 8 million unique visitors and 149 million page views per month.
39
The Chicago Tribune Media Group also operates several targeted publications, including (i)
RedEye, a free daily publication targeting young, urban commuters; (ii) Hoy, a free Spanish
language newspaper; (iii) Chicago Magazine, an upscale monthly paid magazine; (iv) The Mash,
a weekly newspaper for high school students; and (v) Triblocal, the largest community-driven
weekly newspaper in the Chicagoland area. Additionally, the Chicago Tribune Media Group
provides an integrated and comprehensive direct mail service and operates a News & Features
division that syndicates comics, editorial content, feature articles, opinion columns, games and
puzzles to a number of print and online publishers. The Chicago Tribune Media Group is also the
leading distributor of third-party print publications in the Chicagoland area. It produces the
Chicago Sun-Times, The Wall Street Journal and The New York Times and its carriers deliver
the Chicago Sun-Times, The Wall Street Journal and The New York Times, along with other
national and local publications.
Florida Media Group
The Florida Media Group is a leading provider of news and information in Southern and Central
Florida. Its operations are principally comprised of the publication of the South Florida Sun
Sentinel, the Orlando Sentinel and their related businesses. The Company’s Florida properties
share significant resources in the areas of advertising sales, editorial coverage and back office
administration and have implemented significant regionalization and integration strategies.
The South Florida Sun Sentinel is the major daily newspaper serving the Broward/Palm Beach
County market. The Miami/Fort Lauderdale/Miami Beach metropolitan area, which includes
Broward and Palm Beach counties, is the 16th ranked DMA.
The Florida Media Group also serves the news and information needs of South Florida through (i)
sunsentinel.com, a breaking news and information website; (ii) el Sentinel, a weekly Spanish
language newspaper; (iii) several weekly community newspapers; and (iv) other niche
publications. For the 12 months ended June 2013, sun-sentinel.com averaged 2 million unique
visitors and 36 million page views per month.
Other publications produced by the Florida Media Group in South Florida include: City & Shore,
a bimonthly lifestyle magazine; Jewish Journal, a collection of weekly newspapers serving South
Florida’s Jewish community; South Florida Parenting, a monthly magazine providing parenting
information and resources for local families; and SouthFlorida.com, a local entertainment web
site. The South Florida Sun Sentinel currently prints and transports all of the Palm Beach Post’s
circulation and its outside carriers deliver most of the Palm Beach Post’s single copy and about
one-third of their home delivery copies. The South Florida Sun Sentinel also has printing
contracts with The New York Times and USA Today for their daily papers and has distribution
agreements with major dailies such as the Miami Herald, The Wall Street Journal, USA Today,
The New York Times and several other daily publications.
The Orlando Sentinel is the only major daily newspaper in the Orlando market and serves a six
country area in Central Florida. The Orlando Sentinel has been published since 1876. Orlando is
the 19th ranked DMA.
To serve the central Florida market, the Florida Media Group also operates (i)
orlandosentinel.com, a breaking news and information website; (ii) Sentinel Express, a free
weekly publication used to distribute advertising and content to newspaper non-subscribers in
Central Florida; (iii) el Sentinel, a weekly Spanish language newspaper and its companion
website, elsentinel.com; and (iv) Auto Finder, a free niche product. For the 12 months ended
June 2013, orlandosentinel.com averaged 2 million unique visitors and 33 million page views per
month. The Florida Media Group offers direct marketing and direct mail services through
Tribune Direct/Orlando in addition to printing and distribution services for other publications.
Baltimore Sun Media Group
The Baltimore Sun Media Group has published The Baltimore Sun, Maryland’s largest
newspaper, since 1837. The Baltimore DMA ranks 27th in the nation. It competes with other
40
Maryland and Washington, D.C. based daily and weekly newspapers as well as regional editions
of national daily newspapers.
The Baltimore Sun Media Group’s operations also include Howard County Times, Columbia Flier,
and The Aegis, along with b, a free weekly publication targeting young adults, several
magazines and phone directories. The Baltimore Sun Media Group also operates the market-
leading website, baltimoresun.com, along with numerous niche online properties. For the 12
months ended June 2013, the Baltimore baltimoresun.com averaged 3 million unique visitors
and 36 million page views per month.
In addition, The Baltimore Sun Media Group has printing contracts with the New York Daily
News and The Korea Daily. The Baltimore Sun Media Group has distribution and delivery
agreements with 33 publications including The Washington Post, USA Today, New York Post,
The New York Times and The Wall Street Journal.
Daily Press
Founded in 1896 and based in Newport News, Virginia, the Daily Press serves the Virginia
Peninsula market, which includes Newport News, Hampton, Williamsburg and eight other cities
and counties. This market is the 44th largest market DMA in the nation. The Daily Press is the
only major daily newspaper in its primary market, although it competes with other regional and
national newspapers, as well as with other media. The Daily Press also publishes The Virginia
Gazette, a semi-weekly publication which primarily serves Williamsburg, Virginia and the
surrounding counties, the weekly Tidewater Review, published for the greater West Point,
Virginia community and several special interest publications. The Daily Press also distributes
news, advertising and other information through various multimedia channels, including its online
affiliates dailypress.com, hrtownsquare.com, hrvarsity.com and hrmilitary.com. For the 12
months ended June 2013, the dailypress.com averaged approximately 500,000 unique visitors
and eight million page views per month. The Daily Press is printed by Media General in
Richmond, Virginia.
CT1 Media
CT1 Media is a leading provider of news, information and entertainment in Connecticut. Its
operations are principally comprised of the publication of the Hartford Courant and its related
businesses. Founded in 1764, the Hartford Courant is the oldest continuously published
newspaper in North America. It is the most widely circulated and read newspaper in Connecticut
and primarily serves the state’s northern and central regions, including the Hartford market,
which is the 30th largest DMA. CT1 Media also operates courant.com, Connecticut’s leading
online news site, publishes three weekly alternative newspapers in Connecticut and operates a
shared-mail company that distributes advertising supplements to more than one million
households in Connecticut and Massachusetts. For the 12 months ended June 2013,
courant.com averaged one million unique visitors and had 28 million page views per month.
The Morning Call
The Morning Call, published since 1895 in Allentown, Pennsylvania, is the major regional
newspaper for nine counties in eastern Pennsylvania and one county in western New Jersey. Its
primary market, the Allentown-Bethlehem-Easton metropolitan area, is the 62nd largest market
in the nation and the largest U.S. market without a local television station. The Morning Call also
offers full service direct marketing and saturation preprint delivery through non-subscriber
distribution and owns and operates the premier regional website, themorningcall.com. For the
12 months ended June 2013, themorningcall.com averaged one million unique visitors and
twelve million page views.
41
Revenue
Tribune Publishing’s revenue is principally derived from advertising, circulation, commercial
services, TMS, direct marketing and direct mail.
Advertising
Advertising is delivered to customers through three main channels: ROP, preprint and digital.
Advertising revenue ($ millions)
2010 2011 2012LTM June
2013 1H ‘12 1H ‘13
ROP $780 $673 $577 $540 $290 $253
Preprint 404 386 368 361 173 166
Digital 174 183 192 192 94 93
TMS 4 6 7 7 3 3
Total $1,362 $1,248 $1,144 $1,100 $560 $516
ROP
ROP advertising is comprised of advertisements that appear in the printed newspaper sections.
For the 12 months ended June 2013, 49% of Tribune’s advertising revenue was ROP. ROP
advertisers seek to gain awareness for a brand or retail destination. Tribune’s ROP advertising
customers are concentrated in the financial, department store, telecom, movie and classified
categories. ROP advertising has been particularly weak over the last several years, declining a
total of 31% from 2010 to the 12 months ended June 2013. ROP customers are shifting their
media spend allocations away from print and into digital, along with overall cut backs in ad spend.
Preprint
Preprint advertising primarily consists of glossy, color inserts that are included with the daily
newspaper, primarily on Sundays. Since 2009, preprint advertising revenue has been more
stable than ROP advertising revenue. During the 12 month period ended June 2013, Tribune
Publishing distributed approximately 10 billion preprint inserts and generated preprint advertising
revenue of approximately $361 million. This amount represents 33% of Publishing advertising
revenue and 19% of total Publishing revenue.
Digital
Digital advertising is primarily related to advertising revenue sold on the Company’s owned and
operated newspaper web-sites. During the 12 month period ended June 2013, 69% of Tribune
Publishing’s digital advertising was classified advertising. During the 12 month period ended
June 2013, Tribune Publishing’s digital advertising revenue totaled $192 million, or 17% of
Tribune’s advertising revenue. Since 2009, digital advertising revenue is up a total of 10%.
42
Digital advertising revenue ($ millions) (% of advertising revenue)
$174
$183
$192 $192
13%
15%
17% 17%
2010 2011 2012 LTM June 2013
Digital advertising revenue % of Tribune advertising revenue
Source: Company Management
This relatively strong performance is generally attributable to strong gains in web site traffic.
From the beginning of 2010 to the twelve months ended June 2013, total unique visitor traffic to
the Tribune Publishing websites was up 11%, from 25 million unique visitors in January 2010 to
on average, 28 million, in the twelve months ended June 2013.
Similar to general internet trends, much of the increase in traffic on the Tribune websites is due
to the rapid growth of mobile devices accessing the Company’s websites.
Subscription revenue
Tribune receives subscription revenue from readers paying to receive the daily newspaper. For
the 12 months ended June 2013, Tribune had $421 million of circulation revenue. Circulation
revenue increased significantly during the past several years, as Tribune continues to
experience success with targeted price increases.
Commercial Services
Tribune receives commercial services revenue for printing and distributing non-Tribune
publications in its markets. For the 12 months ended June 2013, Tribune had $199 million of
revenue from commercial services, representing a 46% total increase from 2009. Tribune has
been able to leverage its core distribution strengths to service clients including The New York
Times, The Wall Street Journal, the Chicago Sun-Times and USA Today. Commercial delivery
and printing revenue constituted 10% of total Publishing revenue in the 12 month period ended
June 2013.
43
Tribune commercial services customers
`
Tribune Media Services
TMS is a leading provider of entertainment-related data, such as television listings and
schedules, movie show times and online video data. The data serves as the backbone for
various products and services including electronic program guides, television guide publications,
movie and television-related websites and various “second screen” digital applications. TMS
services over 4,000 customers in more than 40 countries, including many of the largest
cable/satellite and technology companies in the world such as DirecTV, Time Warner Cable,
Google and Microsoft. TMS also owns and operates the popular television enthusiast website,
Zap2it.com. During the first six months of 2013, Zap2it reached an average of 8 million monthly
unique visitors and averaged over 67 million monthly page views. While currently accounted for
in Tribune Company’s Publishing segment, TMS is not expected to be part of the Publishing
Spin-off, remaining part of Tribune Company.
Operating expenses1
In the 12 month period ending June 2013, the Publishing segment’s operating expenses totaled
$1.6 billion. Since 2008, total expenses have declined by $0.7 billion.
Seven of the eight newspapers are printed in Company-owned production facilities on Company-
owned presses. The principal raw material used in newspaper manufacturing is newsprint. In
2012, the Company's newspapers consumed approximately about 275,000 metric tons of
newsprint. Newsprint usage has decreased over the past several years due to the overall decline
in newspaper advertising as well as a decline in daily print circulation. Additionally, Tribune has
implemented several strategic initiatives to reduce newsprint consumption including the
narrowing of many of the newspapers width and the overall redesign of the newspapers.
Average newsprint prices were flat in 2012, after an 8% increase in 2011.
As of the second quarter of 2013, about 31% of current Broadcasting segment employees and
about 12% of current Publishing segment employees were represented by unions. Broadcasting
employees were covered under 17 labor contracts and Publishing employees were covered
1 Expenses exclude depreciation, amortization, pension expense, stock-based compensation, certain special items(including severance), non-operating items and reorganization items
44
under 9 labor contracts. Three Broadcasting contracts and one Publishing contract with
unionized employees are currently open and being negotiated in the normal course.
Tribune Publishing historical financials ($ millions)
1 See Financial overview section for a reconciliation of Adjusted EBITDA to the most directly comparable financial
measure under GAAP
45
Tribune Digital Ventures
Tribune Digital Ventures is responsible for exploring new avenues for digital use of original
content developed by Tribune Studios and identifying and pursuing strategic opportunities and
partners in the digital space. In May 2013, Shashi Seth was appointed as President of Tribune
Digital Ventures to lead the newly created division. In August 2013, Tribune Media Services was
brought under the management of Tribune Digital Ventures.
Aligning TMS with Tribune Digital Ventures accelerates new product development. Many of the
products Tribune Digital Ventures is thinking of pursuing need access to the kinds of data
generated by TMS. In some cases the new products themselves generate data, which in turn
may spark more innovation and further new product development. In addition, making this
change enables Tribune to transition from traditional media products to new media products and
speeds the transformation into a creator and distributor of great content. In short, we see TMS
as one of the foundational pillars of Tribune Digital Ventures.
Corporate expenses
The Company’s corporate expenses1, totaled $43 million during the 12 month period ended June
2013. These expenses primarily relate to compensation costs for centralized executive
management and corporate functions such as Finance, Legal and HR. In addition, corporate
expenses include costs related to certain company-wide insurance as well as audit, tax, actuarial,
legal and other services. As of the second quarter of 2013, the Company’s corporate office
employed 90 full-time equivalent employees.
Shared services
The Company manages two large shared service centers. The costs and employees related to
these activities are fully allocated to and included in the expenses of Broadcasting, Publishing
and Corporate. Tribune Technology provides technology and information systems related
services to the entire Tribune Company enterprise. Blue Lynx Media provides finance related
services to the entire Tribune Company enterprise, including general accounting, payroll,
accounts payable and billing and collections.
Equity investments
The Company has investments in several private companies, including TVFN, CareerBuilder,
Classified Ventures (Cars.com and Apartments.com), HomeFinder, Perfect Market, Topix,
Journatic and Nimble TV. The Company received $211 million in cash distributions from its
equity investments during the 12 months ended June 2013. The Company expects its equity
interests in TVFN, CareerBuilder and Classified Ventures to remain part of Tribune Company
after the Publishing Spin-off. See page 8 for additional detail on the Publishing Spin-off.
1 Expenses exclude depreciation, amortization, pension expense, stock-based compensation, certain special items(including severance), non-operating items and reorganization items
46
Equity investments – cash distributions to Tribune ($ millions)1
$138
$106
$171
$145
$211
2010 2011 2012 LTM June 2012 LTM June 2013
% growth 53% (23%) 45%61%
¹ In August 2010, SNI contributed the Cooking Channel to TVFN at an agreed upon value of $350 million. In order to
preserve its interest in TVFN, Tribune made a contribution to TVFN in February 2011. Because the amount of
Tribune’s $53 million cash contribution (as calculated pursuant to the partnership agreement) was less than Tribune’s
pro rata share based on its aggregate 31.3% interest, Tribune’s 2011 and 2012 cash distributions from TVFN were
reduced until the partners’ capital accounts were rebalanced in 2012.
Television Food Network, G.P. (31% Interest): TVFN operates two 24-hour television
networks, TV Food Network and Cooking Channel, as well as their related websites. The
Company’s partner in TVFN is Scripps Networks Interactive (“SNI”), which owns a 69% interest
and operates the networks on behalf of the partnership. TVFN’s networks engage viewers with
hosts and personalities who explore interesting and different ways to approach food and food-
related topics. TV Food Network is a fully distributed network and is available in over 100 million
U.S. television households. Its programming can be seen internationally in 226 countries and
territories. Cooking Channel is a digital-tier network which is available in approximately 60
million U.S. television households and airs popular off-TV Food Network programming as well as
originally produced programming. Both networks are experiencing strong ratings, with TV Food
being the 8th highest rated ad-supported cable network in the U.S.
The Company and SNI have also been in discussions to resolve certain matters related to the
calculation and amount of the management fee charged by SNI to TVFN for the allocated cost of
certain shared services, facilities and equipment for the 2010 through 2013 fiscal years and
future periods. These matters have not yet been resolved and the financial statements of TVFN
and the above cash distributions reflect the management fee assessed by SNI for the 2010
through 2013 fiscal years. The Company is not able to predict the ultimate resolution of these
matters; however, if the amount of the management fee for the 2010 through 2013 fiscal years is
ultimately reduced, any such reduction would positively impact the Company’s consolidated
financial statements for fiscal years 2010 through 2013.
47
CareerBuilder (32% Interest): CareerBuilder is a global leader in human capital solutions,
helping companies target, attract and retain talent. Its online job site, CareerBuilder.com, is the
largest in North America with the most traffic and revenue. Currently, CareerBuilder operates
web sites in 20 countries outside the U.S., including the U.K., France, Germany, Canada,
Singapore, India and China and has a presence in more than 60 markets. CareerBuilder is
continuing to expand its international operations both organically and through acquisitions.
CareerBuilder has also been expanding beyond its traditional online job sites and now offers a
wide range of recruitment solutions including talent and compensation intelligence and targeted,
niche websites.
Classified Ventures (28% Interest): Classified Ventures owns and operates leading businesses
in the online classified advertising categories of automotive and apartment rentals through its
Cars.com and Apartments.com websites. Classified Ventures has an extensive network of auto
dealers and property managers across the U.S. which list their inventory on Cars.com and
Apartments.com, respectively.
Other investments
Website Monetization Service TV Everywhere Provider
Hyperlocal Content Provider News Aggregation Website Real Estate Website
Long Island Daily Newspaper Major League Baseball Team
Real Estate
Tribune owns the majority of the real estate and facilities used in the operations of its businesses,
including the historic Tribune Tower in downtown Chicago and Times Mirror Square in downtown
Los Angeles. In total, the company owns over seven million square feet of rentable space.
Much of this space and land is located within the city limits of large metropolitan markets across
the country. Tribune has transferred the majority of its owned rented property into a new real
estate holding company.
In July 2013, Tribune appointed Murray McQueen to the newly created position of
President/Real Estate, to be responsible for the strategic development of the company's valuable
real estate portfolio and overseeing the management of all property leasing activities.
As noted previously, Tribune has announced its intent to retain ownership of its publishing real
estate after the Publishing Spin-off. Tribune will enter into leases with Tribune Publishing for the
office and production facilities of the publishing business.
48
4. Leveraged partnership overview
Newsday partnership
In July 2008, Tribune contributed certain assets, including the daily newspaper Newsday, into a
partnership with Cablevision (“Newsday Holdings, LLC”). In exchange for its contribution,
Tribune received a cash distribution of $612 million and a 3% participation interest in Newsday
Holdings, LLC. The partnership currently owns Newsday, as well as Cablevision 7.75% Notes
due 2018 and 8% senior notes due 2012 of $487 million and $266 million, respectfully.
As part of this transaction, Newsday Holdings LLC borrowed $650 million of debt. Cablevision
has guaranteed the payments related to this Newsday Holdings, LLC debt. Tribune agreed to
indemnify Cablevision for all payments of principal, premium and interest made by Cablevision
on its guaranty of the Newsday Holdings, LLC debt. Under the terms of the agreement, the
maximum indemnification obligation is reduced over time until maturity in January 2018. As of
August 2013, the maximum indemnity amount was $460 million.
Cubs partnership
In October 2009, Tribune contributed the assets of Chicago Cubs franchise into a partnership
with Ricketts affiliates (“Chicago Baseball Holdings, LLC” or “Cubs Partnership”). In exchange
for its contribution, Tribune received a cash distribution of $705 million and a 5% participation
interest in Chicago Baseball Holdings, LLC. The partnership’s principal assets include Chicago
Cubs baseball club, Wrigley Field and a 25% interest in Comcast SportsNet Chicago, LLC.
As a part of the transaction, the Cubs Partnership borrowed $175 million in Term Loans and
$250 million in Senior Notes and arranged a $25 million revolving credit facility, which was not
drawn. It also issued $249 million in Subordinated Notes. At the time of the transaction, Tribune
agreed to guarantee the principal, premium and interest on the Cubs Partnership’s
aforementioned debt to the extent that, after default and exercise of lender remedies, amounts
remain unpaid (the “Cubs Guarantees”). The guaranty is reduced as Chicago Baseball Holdings,
LLC makes principal payments on the underlying indebtedness. Under the terms of the
agreement, Tribune is not obligated to make any payments, until (a) the Cubs Partnership has
failed to make a payment due on its debt; (b) lenders have exhausted all rights and remedies to
collect on amounts due, and (c) lenders have failed to collect the full amounts due. If Tribune
makes any payment under the Cubs Guarantees, it shall have subrogation rights, subject to
Major League Baseball rules and regulations. As of August 2013, the total amount of
outstanding debt guaranteed under the Cubs Guarantees was $674 million.
Indemnity and guaranty considerations
The Company has determined that the likelihood of performance by the Company pursuant to
either the indemnity or guarantee is not probable, and therefore the Company has not reflected a
liability for neither the indemnity nor the guarantee in accordance with generally accepted
accounted standards (“GAAP”).
Tax considerations
The Company’s consolidated balance sheet at June 30, 2013 includes deferred tax liabilities of
$132 million and $190 million related to the future recognition of taxable income and gain from
the formation of the Newsday and Cubs partnerships, respectively. Each year the deferred tax
liabilities are expected to be reduced by taxes paid on the non-cash income allocated to Tribune
by the partnerships.
49
5. Financial overview
The following financial information should be read in conjunction with our audited consolidated
financial statements and related notes, our unaudited condensed consolidated financial
statements and related notes, as well as "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for each of the periods presented below, which are posted
to our website www.tribune.com under the heading “financial info.” Our historical consolidated
financial data may not be indicative of our future performance.
Summary historical financial results – management basis
Consolidated historical financial performance – management basis ($ millions)
Standalone Pro forma for LTV
LTM June LTM June
2010 2011 2012 2012 2013 2012 2012 2013
Revenues
Publishing $2,107 $2,009 $1,971 $2,004 $1,935 $1,971 $2,004 $1,935
Broadcasting 1,101 1,102 1,128 1,133 1,053 1,726 1,646 1,658
Total $3,208 $3,111 $3,098 $3,137 $2,988 $3,697 $3,650 $3,593
Adjusted EBITDA
Publishing $319 $267 $298 $306 $290 $298 $306 $290
Broadcasting 379 384 419 412 368 700 612 654
Corporate (45) (39) (41) (39) (43) (41) (39) (43)
Total Segment Adj. EBITDA $653 $612 $676 $679 $614 $958 $879 $901
Cash distributions from equity inv. $138 $106 $171 $145 $211 $171 $145 $211
Cash contributions to
pension plans
(2) (3) (15) (9) (8) (15) (9) (8)
Adjusted EBITDA $789 $715 $832 $815 $817 $1,114 $1,015 $1,103
Note: See reconciliations of these amounts to the most directly comparable financial measure under GAAP in this
Financial overview section
50
Tribune standalone year-to-date results – management basis ($ millions)
First Half June 2012 First Half June 2013
Revenues
Publishing
Advertising $560 $516
Circulation 209 214
Other 202 206
Total $971 $936
Broadcasting 575 500
Total $1,545 $1,435
]Adjusted EBITDA
Publishing $136 $128
Broadcasting 216 165
Corporate (20) (22)
Total $332 $271
Cash distributions from equity investments $84 $124
Cash contributions to pension plans (7) (1)
Adjusted EBITDA $409 $394
Note: See reconciliations of these amounts to the most directly comparable financial measure under GAAP in this
Financial overview section
LTV standalone year-to-date results – management basis ($ millions)
First Half June 2012 First Half June 2013
Revenues $273 $280
Adjusted EBITDA $110 $115
Note: See reconciliations of these amounts to the most directly comparable financial measure under GAAP in this
Financial overview section
Year-to-date management discussion and analysis
Publishing revenue
First half 2013 total Publishing revenue declined $35 million, or 4% compared to first half
2012. Advertising revenue declined $44 million, or 8%
On an advertising channel basis, ROP, preprint advertising and digital advertising revenue
declined 13%, 4% and 1%, respectively
On an advertising category basis, retail, national and classified advertising revenues were
down 8%, 11% and 6%, respectively
In classified revenue, real estate, recruitment and automotive revenue declined 7%, 7%
and 3%, respectively
Circulation revenue up 2% due to the success of targeted price increases, offset by daily and
Sunday circulation volume decreases of 3% and 2%, respectively
Other revenue up 2% primarily due to increased direct mail business
Broadcasting revenue
First half 2013 total Broadcasting revenue down $75 million, or 13%, compared to first
half 2012
Net advertising revenue down $21 million, or 5%, on decreased local and national spot
advertising at television stations and cable advertising revenue
51
Copyright royalties down $39 million primarily due to an unplanned settlement related to prior
years, for which cash received was higher than anticipated in 2012. Tribune’s copyright
royalties primarily relate to original programming produced by WGN-TV, Chicago that airs on
Superstation WGN and is distributed on national cable and satellite television systems
Barter revenue down $26 million primarily related to change in valuation method for
barter spots
Station retransmission consent fees up $12 million due to renegotiation of certain
retransmission agreements
Expenses
First half 2013 total consolidated expenses were down $49 million, or 4%, with decreases in
publishing expenses and broadcasting expenses
Publishing expenses down $27 million, or 3%, due to decreases in compensation, circulation
expenses and other categories. Compensation decreased due to a lower number of full-time
employees. Newsprint and ink expense decreased primarily due to volume reductions.
Circulation expenses decreased due to publishing’s continued effort to strategically
reduce costs
Broadcasting expenses down $24 million, or 7%, primarily due to the expense offset for the
previously mentioned change in valuation method for barter spots
Cash distributions from equity investments
First half 2013 cash distributions from equity investments increased $40 million, or 47%1
LTV
Revenue
First half 2013 Broadcasting revenue up $7 million, or 3%, compared to first half 2012
The increase was primarily due to increases in retransmission revenue, offset by decreases in
political advertising revenue
Expenses
First half 2013 expenses were up $1 million
Recent Developments – Preliminary Third Quarter 2013 Financial Data
The Company expects to publicly release its third quarter 2013 financial statement in mid-to-late
November 2013. Below is a preliminary estimate of three month results for the quarter ended
September 29, 2013. Financial results for the three month period ended September 29, 2013
have not been finalized. In addition, PricewaterhouseCoopers LLP, the Company’s independent
public accounting firm, has not performed any procedures with respect to the preliminary
estimated financial information contained below, nor have they expressed any opinion or other
form of assurance on such preliminary estimated financial information. These preliminary
estimates should not be regarded as a representation by management as to the Company’s
actual financial results for the three month period ended September 29, 2013. The preliminary
estimated financial information presented below is subject to change, and actual financial results
may differ from such preliminary estimates.
1 In August 2010, a subsidiary of Scripps Networks Interactive (“SNI”) contributed the Cooking Channel to TVFN. In
order to preserve its interest in TVFN, Tribune made a pro rata capital contribution of $53 million to TVFN in February
2011. Because the amount of Tribune’s $53 million cash contribution (as calculated pursuant to the partnership
agreement) was less than Tribune’s pro rata share based on its aggregate 31.3% interest, Tribune’s 2011 and 2012
cash distributions from TVFN were reduced until the partners’ capital accounts were rebalanced in 2012
52
For the three month period ended September 29, 2013, revenue is estimated to be $695 million
compared to $729 million for the three month period ended September 23, 2012. The difference
is explained by an estimated decline in Publishing revenue of $18 million, and an estimated
decline in Broadcasting revenue of $16 million. The $18 million decline in Publishing revenue is
primarily due to a drop in print Run of Press (ROP) advertising. Broadcasting revenues in the
third quarter of 2013 were negatively impacted by a change in the estimated value of barter
programming and lower advertising revenue of $9 million, primarily at WPIX-TV in New York,
WGN-TV in Chicago and WDCW in Washington D.C. and 2013 being off-cycle political year.
These declines in Broadcasting revenues were partially off-set by higher retransmission consent
revenue for the television stations.
Operating profit is estimated to be $69 million compared to $56 million for the three month period
ended September 23, 2012. Adjusted EBITDA is estimated to be $138 million compared to $135
million for the three month period ended September 23, 2012.
.
Q3 Financial results ($ millions)1
Three Months Ended
September
2012 2013 % change
Revenue $729 $695 (5%)
Reconciliation of Preliminary Tribune Operating Profit to Adjusted EBITDA
Operating Profit $56 $69 23%
Depreciation and amortization of intangible assets 43 49 16%
EBITDA 99 118 20%
Special items2
2 13 NM
EBITDA excluding Special Items 101 132 31%
Pension expense 25 (9) (134%)
Total Segment Adjusted EBITDA 126 123 (2%)
Cash distributions from equity investments 16 16 1%
Required cash pensioncontributions
3(7) (2) (78%)
Adjusted EBITDA $135 $138 2%
1 This financial table is preliminary and subject to change2 Severance and related charges, stock-based compensation, transaction related costs and other3 Reflects mandatory pension contributions. The Company also made a voluntary cash contribution of $2.8 million on Q3
2013
53
Tribune financial statements
Income statement ($000s)
Predecessor Successor Predecessor
Year ended First half First half
Dec. 30,2012¹
Dec. 25,2011
Dec. 26,2010
endedJune 30, 2013
endedJune 24, 2012
Operating revenues
Publishing
Advertising $1,164,237 $1,247,848 $1,361,838 $515,721 $559,828
Circulation 424,628 390,433 399,324 213,632 208,934
Other 414,132 370,721 345,966 206,184 201,858
Total $2,002,997 $2,009,002 $2,107,128 $935,537 $970,620
Broadcasting 1,141,701 1,102,315 1,101,018 499,658 574,577
Total operating revenues $3,144,698 $3,111,317 $3,208,146 $1,435,195 $1,545,197
Operating expenses
Cost of sales (exclusive of items shown
below)
$1,639,206 $1,637,276 $1,641,288 $755,065 $832,086
Selling, general and administrative 942,788 945,722 958,716 411,616 447,125
Depreciation 147,201 142,116 168,864 35,576 72,802
Amortization of intangible assets 19,046 16,587 14,385 59,856 9,563
Write-downs of intangible assets – – 3,100 – –
Total operating expenses $2,748,241 $2,741,701 $2,786,353 $1,262,113 $1,361,576
Operating profit $396,457 $369,616 $421,793 $173,082 $183,621
Income on equity investments, net $197,150 $186,573 $160,109 $53,488 $102,343
Interest income 104 154 979 219 69
Interest expense (193) (471) (929) (24,476) (106)
Gain on investment transactions, net 21,811 295 394 – 21,685
Write-downs of investments (7,041) – (6,600) – –
Loss on change in fair value of interest
rate hedging instrument, net
– – (2,131) – –
Other non-operating gain (loss), net 294 (595) (1,868) 292 (938)
Reorganization costs, net (198,252) (110,798) (132,930) (12,051) (36,687)
Income before Income Taxes $410,330 $444,774 $438,817 $190,554 $269,987
Income taxes 12,158 3,093 94,164 (65,884) (93)
Net income $422,488 $447,867 $532,981 $124,670 $269,894
¹ Based on 53-week year
54
Balance sheets ($000s)
Predecessor Successor
Dec. 30, 2012¹ Dec. 25, 2011 June 30, 2013
Assets
Current assets
Cash and cash equivalents $2,284,426 $1,545,978 $630,909
Restricted cash and cash equivalents – – 45,526
Accounts receivable (net of allowances of $16,859
and $17,963, for 2012 and 2011 respectively)
491,164 556,541 445,443
Inventories 22,249 21,661 15,295
Broadcast rights 151,576 189,914 60,764
Income taxes receivable 65,475 108,156 36,287
Deferred income taxes – – 49,060
Prepaid expenses and other 82,453 152,743 42,547
Total current assets $3,097,343 $2,574,993 $1,325,831
Properties
Machinery, equipment, property, plant and furniture $1,863,862 $1,863,370 $905,494
Buildings and leasehold improvements 848,312 832,498 –
$2,712,174 $2,695,868 $905,494
Accumulated depreciation (1,930,728) (1,895,457) (35,864 )
$781,446 $800,411 $869,630
Land $121,094 $121,268 –
Construction in progress 92,087 79,541 –
Net properties $994,627 $1,001,220 $869,630
Other assets
Broadcast rights $80,945 $134,365 $24,347
Goodwill 409,432 409,424 2,402,026
Other intangible assets, net 360,479 377,656 1,487,654
Restricted cash and cash equivalents 727,468 727,441 –
Assets held for sale 8,853 8,934 –
Investments 605,420 574,652 2,152,623
Other 66,469 75,743 68,615
Total other assets $2,259,066 $2,308,215 $6,135,265
Total assets $6,351,036 $5,884,428 $8,330,726
Liabilities and shareholders’ equity (deficit)
Current liabilities
Accounts payable $79,614 $81,272 $84,946
Debt due within one year – – 9,226
Accrued reorganization costs 102,191 67,150 27,794
Employee compensation and benefits 171,012 182,413 124,965
Contracts payable for broadcast rights 109,894 123,542 85,856
Deferred income taxes – 14,382 –
Deferred income 76,909 80,497 84,986
Accrued expenses and other current liabilities 63,836 71,164 54,291
Total current liabilities $603,456 $620,420 $472,064
55
Non-current liabilities
Long-term debt – – 1,078,414
Deferred income taxes 50,635 27,882 1,299,035
Contracts payable for broadcast rights 67,839 115,457 38,086
Contract intangible liability, net – – 211,860
Pension obligations, net 472,043 522,605 453,923
Postretirement, medical, life and other benefits 68,575 85,761 66,142
Other obligations 57,632 48,741 49,463
Total non-current liabilities $716,724 $800,446 $3,196,923
Liabilities subject to compromise $13,049,204 $13,050,075 –
Common shares held by ESOP, net of unearned compensation $36,680 $29,343 –
Shareholders’ equity (deficit)
Successor Class A Common Stock ($0.001 par value per share)Authorized: 200,000,000 shares at June 30, 2013 and noshares at Dec. 30, 2012; Issued and outstanding: 84,977,218shares at June 30, 2013 and no shares at Dec. 30, 2012
– – $85
Successor Class B Common Stock ($0.001 par value per share)Authorized: 200,000,000 shares at June 30, 2013 and noshares at Dec. 30, 2012; Issued and outstanding: 3,290,859shares at June 30, 2013 and no shares at Dec. 30, 2012
– – 3
Additional paid-in-capital – – 4,537,778
Stock purchase warrants 255,000 255,000 –
Retained earnings (deficit) (7,401,904) (7,817,055) 124,670
Accumulated other comprehensive income (loss) (908,124) (1,053,801) (797)
Total shareholders’ equity (deficit) ($8,055,028) ($8,615,856) $4,661,739
Total liabilities and shareholders’ equity (deficit) $6,351,036 $5,884,428 $8,330,726
¹ Based on 53-week year
56
Statements of cash flows ($000s)
Predecessor Successor Predecessor
Year ended First half First half
Dec. 30,2012¹
Dec. 25,2011
Dec. 26,2010
endedJune 30, 2013
endedJune 24, 2012
Operating activities
Net income $422,488 $447,867 $532,981 $124,670 $269,894
Adjustments to reconcile net income to net cashprovided by operating activities:
Stock-based compensation – – – 1,866 –
Pension (credit) costs, net of contributions 86,727 58,339 14,390 (18,120) 43,572
Gain on sales of real estate – – (1,228) – –
Depreciation 147,201 142,116 168,864 35,576 72,802
Amortization of intangible assets 19,046 16,587 14,385 45,448 9,563
Write-downs of intangible assets – – 3,100 – –
Income on equity investments, net (197,150) (186,573) (160,109) (53,488) (102,343)
Distributions from equity investments 118,383 71,021 111,703 124,073 84,230
Loss on change in fair value of interest ratehedging instrument, net
– – 2,131 – –
Write-downs of investments 7,041 – 6,600 – –
Gain on investment transactions, net (21,811) (295) (394) – (21,685)
Other non-operating loss (gain), net (294) 608 2,487 (292) 938
Non-cash reorganization costs, net 89,433 (288) (5,243) (1,083) (5)
Transfers from (to) restricted cash – – – 141,297 –
Changes in working capital items, excluding effectsfrom acquisitions:
Accounts receivable 67,214 (17,364) (2,524) 43,975 55,787
Inventories, prepaid expenses and other currentassets
2,717 (11,621) (13,313) 25,788 (6,064)
Accounts payable, accrued reorganization costs,employee compensation and benefits, deferredincome, and other current liabilities
14,376 (36,787) 40,983 (118,288) (26,107)
Accrued reorganization costs – – – (99,188) 11,306
Income taxes 21,212 2,326 (32,313) (30,563) 3,067
Deferred compensation, postretirement medical,life and other benefits
(9,233) (9,880) (3,572) (11,807) (4,387)
Change in broadcast rights, net of liabilities 1,285 (3,347) (29,824) (1,818) 3,658
Deferred income taxes 2,231 2,453 5,290 32,915 (1,692)
Change in non-current obligations for uncertaintax positions
(11,973) (13,439) (74,830) (10,792) (7,657)
Other, net 15,369 412 (722) (4,834) 2,384
Net cash provided by operating activities $774,262 $462,135 $578,842 $225,335 $387,261
Investing activities
Capital expenditures ($146,934) ($117,510) ($96,139) ($28,869) ($50,504)
Acquisitions and investments (15,864) (56,063) (11,915) (399) (13,455)
Transfers from (to) restricted cash andcash equivalents
(27) (1,179) (10,695) – (14)
Distributions from equity investments 113,936 – – – 61,296
Investment in non-interest bearing loan to theLitigation Trust
– – – – –
Proceeds from sales of investments and real estate 20,305 892 4,660 10,994 20,036
Net cash used for investing activities ($28,584) ($173,860) ($114,089) ($18,274) $17,359
Financing Activities
Long-term borrowings – $350 $421 – –
Repayments of long-term debt (2,779) (3,604) (6,071) (6,726) (1,173)
Long-term debt issuance costs (4,451) – – – –
Net cash used for financing activities ($7,230) ($3,254) ($5,650) ($6,726) ($1,173)
Net Increase in cash and cash equivalents $738,448 $285,021 $459,103 $200,335 $403,447
Cash and cash equivalents, beginning of year 1,545,978 1,260,957 801,854 430,574 1,545,978
Cash and cash equivalents, end of year $2,284,426 $1,545,978 $1,260,957 $630,909 $1,949,425¹ Based on 53-week year
57
Reconciliation of Adjusted EBITDA
Consolidated – Reconciliation of Tribune Net Income to Adjusted EBITDA ($000s)
First Half
2010 2011 2012 2011 2012 2013
Net Income $532,981 $447,867 $422,488 $152,666 $269,894 $124,670
Income taxes (94,164) (3,093) (12,158) 6,156 93 65,884
Reorganization costs, net 132,930 110,798 198,252 82,044 36,687 12,051
Other non-operating (gain) loss, net 1,868 595 (294) (104) 938 (292)
Loss on change in fair value of interest rate hedging
instrument, net
2,131 – – – – –
Write-downs of investments 6,600 – 7,041 – – –
Gain on investment transactions, net (394) (295) (21,811) – (21,685) –
Interest expense 929 471 193 270 106 24,476
Interest income (979) (154) (104) (14) (69) (219)
Income on equity investments, net (160,109) (186,573) (197,150) (94,746) (102,343) (53,488)
Operating Profit $421,793 $369,616 $396,457 $146,272 $183,621 $173,082
Depreciation 168,864 142,116 147,201 71,367 72,802 35,576
Amortization of intangible assets 14,385 16,587 19,046 7,694 9,563 59,856
Write-down of intangible assets 3,100 – – –
EBITDA $608,142 $528,319 $562,704 $225,332 $265,986 $268,514
Special items / stock-based compensation
Severance and related charges 14,524 17,536 15,118 5,749 9,497 3,176
Stock-based compensation – – – – – 1,866
ERISA-related claim settlements 11,450 – – – – –
Write-off of software applications 1,548 – 5,816 – 4,255 –
Write-downs of properties – 1,655 – 1,655 – –
Transaction-related costs and other 672 3,790 2,351 2,035 1,316 14,362
EBITDA excluding Special Items 636,336 551,300 585,989 234,771 281,054 287,918
53rd week1 – – (11,902) – – –
EBITDA excluding Special Items and 53rd week 636,336 551,300 574,087 234,771 281,054 287,919
Pension expense 16,827 60,787 101,773 30,378 50,886 (17,391)
Total Segment Adjusted EBITDA $653,163 $612,087 $675,860 $265,148 $331,940 $270,528
Cash distributions from equity investments2 138,072 105,938 171,023 45,202 84,230 124,073
Cash pension contributions (2,437) (2,623) (15,045) (801) (7,315) (730)
Adjusted EBITDA $788,798 $715,402 $831,848 $309,549 $408,855 $393,8721 Every five or six years, Tribune‘s fiscal year has 53 weeks rather than 52 weeks due to the Company‘s fiscal year ending on the last
Sunday in December. The Company‘s 2012 fiscal year was a 53 week year. The 53rd week included $46 million of revenue and $12
million of Adjusted EBITDA2
Cash dividends were declared by CareerBuilder in November 2011 and by Classified Ventures in December 2011 and December 2010.
The Company's portion of these dividends totaled $16 million and $45 million, respectively. These funds were placed in segregated
accounts held by CareerBuilder and Classified Ventures on the Company's behalf and were payable on demand. In February 2012, at
the Company's request, CB and CV liquidated these segregated accounts and distributed the dividends to the Company. However, for
purposes of calculating Adjusted EBITDA, these distributions were excluded from 2012 and included in the respective periods in which
they were declared
58
Tribune Publishing – Reconciliation of Operating Profit to Adjusted EBITDA ($000s)
First Half
2010 2011 2012 2011 2012 2013
Operating Profit $155,823 $89,655 $88,819 $10,419 $25,006 $106,000
Depreciation 135,097 107,183 108,967 54,208 54,188 21,467
Amortization of intangible assets 4,140 5,906 8,254 2,569 4,115 7,838
EBITDA $295,060 $202,744 $206,040 $67,195 $83,309 $135,305
Special items / stock-based compensation
Severance and related charges 11,213 15,718 14,008 5,427 8,899 2,562
Stock-based compensation – – – – – 504
Write-off of software applications 1,548 – 5,816 – 4,255 –
Write-downs of properties – 1,200 – 1,200 – –
Transaction–related costs and other (1,195) 1,142 369 244 20 3,129
EBITDA excluding Special Items 306,626 220,804 226,233 74,066 96,483 141,500
53rd week1 – – (7,102) – – –
EBITDA excluding Special Items and 53rd week 306,626 220,804 219,131 74,066 96,483 141,500
Pension expense 12,080 46,501 78,961 23,235 39,481 (13,785)
Segment Adjusted EBITDA $318,701 $267,305 $298,092 $97,300 $135,964 $127,7151 Every five or six years, Tribune‘s fiscal year has 53 weeks rather than 52 weeks due to the Company‘s fiscal year ending on the last
Sunday in December. The Company‘s 2012 fiscal year was a 53-week year. The 53rd week included $32 million of revenue and $7
million of Adjusted EBITDA
Tribune Broadcasting – Reconciliation of Operating Profit to Adjusted EBITDA ($000s)
First Half
2010 2011 2012 2011 2012 2013
Operating Profit $325,474 $332,268 $366,472 $162,255 $187,756 $97,575
Depreciation 33,453 34,682 37,995 17,026 18,491 13,928
Amortization of intangible assets 10,245 10,514 10,594 5,125 5,275 52,018
Write-down of intangible assets 3,100 – – – – –
EBITDA $372,272 $377,464 $415,061 $184,406 $211,522 $163,521
Special items / stock-based compensation
Severance and related charges 2,491 802 1,047 309 535 613
Stock-based compensation – – – – – 464
Write-downs of properties – 455 – 455 – –
Transaction-related costs and other 1,867 123 (55) 86 (62) 155
EBITDA excluding Special Items 376,630 378,844 416,053 185,256 211,995 164,754
53rd week1 – – (5,112) – – –
EBITDA excluding Special Items and 53rd week 376,630 378,844 410,941 185,256 211,995 164,754
Pension expense 2,495 5,099 7,764 2,549 3,882 (43)
Segment Adjusted EBITDA $379,125 $383,943 $418,705 $187,805 $215,877 $164,7101 Every five or six years, Tribune‘s fiscal year has 53 weeks rather than 52 weeks due to the Company‘s fiscal year ending on the last
Sunday in December. The Company‘s 2012 fiscal year was a 53-week year. The 53rd week included $14 million of revenue and $5
million of Adjusted EBITDA
59
Tribune Corporate – Reconciliation of Operating Profit to Adjusted EBITDA ($000s)
First Half
2010 2011 2012 2011 2012 2013
Operating Profit ($59,504) ($52,307) ($58,834) ($26,402) ($29,141) ($30,493)
Depreciation 314 251 239 133 123 181
Amortization of intangible assets – 167 198 – 173 –
EBITDA ($59,190) ($51,889) ($58,397) ($26,269) ($28,845) ($30,312)
Special items / stock-based compensation
Severance and related charges 820 1,016 63 13 63 1
Stock-based compensation – – – – – 898
ERISA-related claim settlement 11,450 – – – – –
Transaction-related costs and other – 2,525 2,037 1,705 1,358 11,078
EBITDA excluding Special Items (46,920) (48,348) (56,297) (24,551) (27,424) (18,335)
53rd week1 – – 312 – – –
EBITDA excluding Special Items and 53rd
week
(46,920) (48,348) (55,985) (24,551) (27,424) (18,335)
Pension expense 2,252 9,187 15,048 4,594 7,523 (3,563)
Segment Adjusted EBITDA ($44,668) ($39,161) ($40,938) ($19,957) ($19,901) ($21,898)1 Every five or six years, Tribune‘s fiscal year has 53 weeks rather than 52 weeks due to the Company‘s fiscal year ending on the last
Sunday in December. The Company‘s 2012 fiscal year was a 53-week year. The 53rd week included $312 thousand of Adjusted
EBITDA
60
Fresh-start accounting overview
Reorganized Tribune Company adopted fresh-start reporting on December 31, 2012. The
adoption of fresh-start reporting by Reorganized Tribune Company resulted in a new reporting
entity for financial reporting purposes reflecting the Successor’s capital structure and with no
beginning retained earnings (deficit) as of December 31, 2012. Any presentation of Reorganized
Tribune Company’s consolidated financial statements as of and for periods subsequent to
December 31, 2012 represents the financial position, results of operations and cash flows of a
new reporting entity and will not be comparable to any presentation of the Predecessor’s
consolidated financial statements as of and for periods prior to December 31, 2012, and the
adoption of fresh-start reporting. The condensed consolidated financial statements as of
December 30, 2012 and for the second quarter and first half of 2012 have not been adjusted to
reflect any changes in the Predecessor’s capital structure as a result of the Plan nor have they
been adjusted to reflect any changes in the fair value of assets and liabilities as a result of the
adoption of fresh-start reporting.
Pension plans
Tribune has four single-employer qualified defined-benefit pension plans (the “Plans”). As of
December 2012, these Plans were underfunded from a GAAP perspective by an aggregate $472
million. Due to increasing market discount rates, the underfunded status of the single-employer
defined-benefit plans has improved significantly throughout the first half of 2013.
Tribune also has a number of multi-employer plans which are discussed in the pension footnotes
of its publicly disclosed financials.
61
LTV Holdings Financial Statements1
Income statement ($000s)
Year ended First half
Dec. 31, 2012 Dec. 31, 2011 Dec. 31, 2010 June 30, 2013 June 30, 2012
Net revenue $618,607 $501,020 $509,184 $279,881 $272,968
Operating expenses:
Television operating expenses (exclusive
of items listed separately below)
306,805 299,209 296,160 153,231 150,599
Corporate expenses, net (exclusive of
items listed separately below)
11,178 10,619 9,794 5,770 5,976
Local marketing agreement fees 19,388 13,639 13,761 6,560 7,891
Equity-based compensation expense 869 3,111 3,722 400 1,000
Amortization of intangible assets 8,811 9,248 10,723 4,330 4,406
Depreciation 23,055 23,940 30,741 11,743 11,252
Other gains – (298) (3,871) – –
Loss on disposals of property and
equipment
1,681 1,463 3,288 780 638
Goodwill and intangible asset impairment – – 6,601 – –
Total operating expenses $371,787 $360,931 $370,919 $182,814 $181,762
Operating profit $246,820 $140,089 $136,265 $97,067 $91,206
Other expense (income):
Interest expense $80,666 $83,860 $94,220 $40,899 $39,871
Interest income (195) (210) (267) (165) (50)
Realized and unrealized losses on
derivative instruments, net
288 1,345 5,680 7 229
Other income 32 (1,649) – – –
Loss on debt extinguishment 27,669 – – – –
Total other expense, net $108,460 $83,346 $99,633 $40,741 $40,050
Income before income taxes $138,360 $56,743 $38,632 $56,326 $51,156
Income taxes 2,645 2,775 2,682 1,860 2,750
Net income $135,715 $53,968 $35,950 $54,466 $48,4061 LTV Holdings financial statements are unaudited. Financials are presented on a consolidated basis, which combines
the results of Local TV, FoxCo, MVI, LTVH and Eliminations
62
Balance sheet ($000s)
Year ended First half
Dec. 31, 2012 Dec. 31, 2011 Dec. 31, 2010 June 30, 2013 June 30, 2012
Assets
Current assets
Cash and cash equivalents $98,666 $47,254 $103,149 $81,813 $56,505
Trade accounts receivable 117,007 114,317 105,711 118,825 110,932
Current portion of program rights 17,447 18,887 18,710 8,181 10,356
Prepaid expenses and other
current assets
8,489 9,285 9,752 8,900 8,686
Total current assets $241,609 $189,743 $237,322 $217,719 $186,479
Property and equipment, net $199,005 $204,502 $212,002 $192,205 $199,742
Program rights, excluding current portion 4,498 8,061 8,227 2,863 5,672
Goodwill 151,221 151,221 152,594 151,221 151,221
Intangible assets, net 602,958 611,154 620,402 598,627 607,362
Assets held for sale 1,250 3,941 5,641 1,250 3,941
Deferred financing costs, net 9,350 12,126 12,940 11,068 10,832
Other noncurrent assets 12,506 12,833 9,118 12,322 12,490
Loans to members (Class B) 8,882 – – 20,192 –
Total assets $1,231,279 $1,193,581 $1,258,246 $1,207,467 $1,177,739
Liabilities and Member's
Capital (Deficit)
Current liabilities
Current portion of long-term debt $9,534 $4,131 $19,663 $12,531 $31,135
Accounts payable 4,345 4,002 5,028 5,613 3,391
Accrued interest 916 13,242 13,333 1,314 13,250
Current portion of program obligations 26,875 27,774 30,670 14,188 18,612
Other current liabilities 39,860 34,592 41,274 27,491 35,840
Total current liabilities $81,530 $83,741 $109,968 $61,137 $102,228
Long-term debt, excluding current portion $1,199,641 $1,019,298 $1,105,775 $1,428,032 $941,361
Program obligations, excluding current
installments
4,551 12,127 15,048 2,983 7,553
Deferred tax liabilities 21,920 23,695 25,403 21,880 23,689
Other noncurrent liabilities 7,584 10,303 14,714 6,246 9,084
Warrant liability 5,314 4,533 2,614 5,674 5,358
Total liabilities $1,320,540 $1,153,697 $1,273,522 $1,525,952 $1,089,273
Member's capital (deficit):
Contributed capital $245,744 $512,606 $514,525 ($39,452) $511,782
Loans to members (Class A secured) (1,161) (2,347) (2,272) – (2,387)
Retained earnings (deficit) (334,634) (471,150) (528,186) (279,830) (421,773)
Non-controlling interest 790 775 657 797 844
Total member's capital (deficit) ($89,261) $39,884 ($15,276) ($318,485) $88,466
Total liabilities and member's
capital (deficit)
$1,231,279 $1,193,581 $1,258,246 $1,207,467 $1,177,739
63
Statement of cash flow ($000s)
Year ended First half
Dec. 31,2012
Dec. 31,2011
Dec. 31,2010
June 30,2013
June 30,2012
Operating activities
Net income $135,715 $53,968 $35,950 $54,466 $48,406
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Depreciation 23,055 23,940 30,741 11,743 11,252
Amortization of intangible assets 8,811 9,248 10,723 4,330 4,406
Amortization of deferred financing costs and discount 8,360 8,722 7,114 2,301 4,799
Payment-in-kind interest on senior toggle notes – – 21,471 – –
Amortization of program rights and impairment 31,589 34,641 38,026 15,048 14,565
Program payments (35,061) (40,469) (49,376) (18,402) (17,380)
Equity-based compensation 869 3,111 3,722 400 1,000
Loss on derivative instruments, net 288 1,345 5,680 7 229
Loss (gain) on disposals of property and equipment,
net
1,681 1,463 3,288 780 638
Gain on insurance recovery – (298) – – –
Non-cash gains (losses) 14,293 (1,649) (3,871) – –
Deferred taxes (1,775) (335) 187 (40) (6)
Goodwill and intangible impairment – – 6,601 – –
Changes in operating assets and liabilities:
Accounts receivable (2,246) (9,003) (4,834) (2,121) 3,613
Other assets 1,125 752 (3,263) (227) 945
Accounts payable (445) (629) (273) 1,571 (839)
Accrued interest (12,326) (91) (81) 398 8
Other liabilities 3,767 (5,442) 6,437 (13,422) 831
Net cash provided by operating activities $177,700 $79,274 $108,242 $56,832 $72,467
Investing activities
Acquisition of television station ($787) – ($15,828) – ($787)
Purchases of property and equipment (19,229) (18,228) (25,578) (6,045) (7,363)
Proceeds from disposals of property and equipment 2,697 1,525 640 31 173
Proceeds from insurance recovery – 441 – – –
Cash settlements on derivative instruments (1,008) (6,639) (8,522) (801)
MVI investment activity – (4,000) (2,311) –
Net cash used in investing activities ($18,327) ($26,901) ($51,599) ($6,014) ($8,778)
Financing activities
Distributions to members ($266,203) – – ($284,898) –
Proceeds from borrowing on long-term debt 831,175 – – 236,320 –
Proceeds from borrowing on revolver – – 9,000 – –
Payments on revolver – – (9,000) – –
Payments on long-term debt (656,185) (104,130) (16,957) (5,638) (52,936)
Deferred financing costs (9,121) (4,138) (3,313) (1,502)
LTVH loan activity (7,627) – (732) (10,142) –
Net cash used in financing activities ($107,961) ($108,268) ($17,689) ($67,671) ($54,438)
Net increase (decrease) in cash and cash equivalents 51,412 (55,895) 38,954 (16,853) 9,251
Cash and cash equivalents at beginning of period 47,254 103,149 64,195 98,666 47,254
Cash and cash equivalents at end of period $98,666 $47,254 $103,149 $81,813 $56,505
64
Reconciliation of Local TV Net Income to Adjusted EBITDA ($000s)
First half
Consolidated 2010 2011 2012 2011 2012 2013
Net Income $35,950 $53,968 $135,715 $21,751 $48,406 $54,466
Income taxes 2,682 2,775 2,645 1,750 2,750 1,860
Loss on debt extinguishment – – 27,669 – – –
Interest income (267) (210) (195) (136) (50) (165)
Interest expense 94,220 83,860 80,666 43,509 39,871 40,899
Realized and unrealized losses on
derivative instruments, net
5,680 1,345 288 898 229 7
Gain on insurance recovery and debt
extinguishment/other
– (1,649) 32 – – –
Operating profit $136,265 $140,089 $246,820 $67,772 $91,206 $97,067
Amortization of intangible assets 10,723 9,248 8,811 4,636 4,406 4,330
Depreciation 30,741 23,940 23,055 12,459 11,252 11,743
Other 461 381 58 200 200 200
EBITDA $180,190 $173,658 $278,744 $85,067 $107,064 $113,340
Special Items
Goodwill/intangible asset impairment and
gain on exchange
2,730 – – – – –
Loss (gain) on disposal/exchange of PP&E 3,288 1,463 1,681 413 638 780
Equity-based compensation 3,722 3,111 869 922 1,000 400
Transaction expenses 365 481 896 139 505 568
Severance 677 902 751 315 460 349
Gain on insurance recovery – (298) – – – –
Adjusted EBITDA $190,972 $179,317 $282,941 $86,856 $109,667 $115,437
65
Reconciliation of pro forma revenue and Adjusted EBITDA ($000s)
First half
Revenue 2011 2012¹ 2011 2012 2013
Standalone
Publishing $2,009,002 $1,970,552 $975,385 $970,620 $935,537
Broadcasting 1,102,315 1,127,835 544,347 574,577 499,658
Total $3,111,317 $3,098,387 $1,519,732 $1,545,197 $1,435,195
Impact of LTV
LTV $501,020 $618,874 $243,556 $272,968 $279,882
Tribune LMA revenue¹ (15,206) (20,557) (6,697) (8,741) (8,856)
Pro forma total $3,597,131 $3,696,704 $1,756,591 $1,809,424 $1,706,221
Memo: Pro forma broadcasting $1,588,129 $1,726,152 $781,206 $838,804 $770,683
Adjusted EBITDA
Standalone
Publishing $267,305 $298,092 $97,300 $135,964 $127,715
Broadcasting 383,943 418,705 187,805 215,877 164,710
Corporate (39,161) (40,938) (19,957) (19,901) (21,898)
Total $612,087 $675,859 $265,148 $331,940 $270,527
Cash distributions from equity investments 105,938 171,033 45,202 84,230 124,073
Cash pension contributions (2,623) (15,045) (801) (7,315) (730)
Standalone Tribune $715,402 $831,848 $309,549 $408,855 $393,872
Impact of LTV
LTV $179,317 $282,941 $86,856 $109,667 $115,437
LMA net² (1,567) (1,169) (418) (850) (2,296)
Pro forma total $893,152 $1,113,620 $395,987 $517,672 $507,013
Memo: Pro forma broadcasting $561,693 $700,474 $274,243 $324,692 $277,851
¹ Represents Tribune's share of Denver and St. Louis LMAs which has been consolidated by LTV and Tribune has
recognized its pro forma share of net income as revenue. These stations are expected to be consolidated after closing
² Represents difference in Tribune LMA revenue and LTV LMA expense