TORSTAR - Management's Discussion and Analysis For the three months ended March 31, 2020 The following management’s discussion and analysis (“MD&A”) comments on the financial condition and results of operations of Torstar Corporation (“Torstar”, "we", "our" or the “Company") for the three months ended March 31, 2020 and updates the MD&A for the fiscal year ended December 31, 2019 (the "Annual MD&A"). The information contained herein should be read in conjunction with the annual audited consolidated financial statements of Torstar for the year ended December 31, 2019 (the “2019 Consolidated Financial Statements”) and the Annual MD&A which are set forth in the Company's Annual Report for such fiscal year and incorporated by reference in the Company's renewal Annual Information Form dated March 20, 2020. We report our financial results under International Financial Reporting Standards (“IFRS”) as set out in the CPA Canada Standards and Guidance Collection. All financial information contained in this MD&A and in the condensed consolidated financial statements for the three months ended March 31, 2020 (the "Condensed Consolidated Financial Statements") has been prepared in accordance with IFRS, except for certain “Non-IFRS Measures” as described in Section 10 of this MD&A. Per share amounts are calculated using the weighted average number of shares outstanding for the applicable period. This MD&A is dated May 5, 2020 and all amounts are denominated in Canadian dollars, unless otherwise noted. The accounting policies applied in this interim MD&A are consistent with those disclosed in Note 2 to the annual consolidated financial statements for the year ended December 31, 2019. Additional information relating to Torstar, including the 2019 Consolidated Financial Statements and Annual Report and 2020 Annual Information Form are available on Torstar’s website at www.torstar.com and on SEDAR at www.sedar.com. Forward-looking statements Certain statements in this MD&A and in the Company’s oral and written public communications may constitute forward-looking statements that reflect management’s expectations regarding the Company’s future growth, financial performance and business prospects and opportunities as of the date of this MD&A. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate”, “believe”, “plan”, “forecast”, “expect”, “estimate”, “goal”, “predict”, “intend”, “would”, “could”, “if”, “may” and similar expressions. This MD&A includes, among others, forward-looking statements regarding expectations regarding our transformation efforts, including our efforts to stabilize our core business, develop a more balanced mix of revenue streams, obtain and grow digital subscription and advertising revenue, add value to our audiences and collect and use data, reduce costs and identify efficiencies to offset key future expenditures, recognize value in investments and assets outside of our core business and increase shareholder value, deepen our digital relationship and engagement with consumers, and better serve our advertising clients in Sections 1 and 4 of this MD&A, expectations related to the potential impact of COVID-19 including the length and severity of the impact and our ability to implement additional labour and other cost savings in Sections 1, 2, 3, 4, 5, 6 and 11 of this MD&A, expectations relating to anticipated eligibility and subsidies related to the Canada Emergency Wage Subsidy program in Sections 3 and 4 of this MD&A, expected savings including savings from restructuring initiatives and other cost reductions in Sections 1, 3 and 4 of this MD&A, Torstar's outlook for 2020, including anticipated revenue trends, shifts in advertiser spending, digital traffic trends, subscription trends, anticipated capital and operating expenditures and potential cost reductions and savings, as well as anticipated technological changes, revenue, traffic and user engagement trends, EBITDA margins and cash flow, expectations regarding the impact of COVID-19 and eligibility for the Canada Emergency Wage Subsidy program and expectations regarding cost reductions at VerticalScope in Section 4 of this MD&A, expectations relating to anticipated eligibility and benefits related to refundable tax credits for qualifying journalism organizations and the anticipated timing and amount of digital media tax credits in Sections 2, 3, 4, 5 and 9 of this MD&A, estimates and expectations relating to impairment of assets in Sections 3, 6 and 9 of this MD&A, expectations regarding cash flows, forecasted cash requirements, potential measures to increase liquidity and capital resources and the Company's dividend policy in Section 5 of this MD&A, expectations described in connection with critical accounting policies and estimates and judgements in Section 6 of this MD&A, and expectations regarding risks and uncertainties in Section 11 of this MD&A. All such statements are made pursuant to the “safe harbour” provisions of applicable Canadian securities legislation. These statements reflect current expectations of management regarding future events and operating performance, and speak only as of the date of this MD&A. In addition, forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. By their very nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that management’s assumptions may not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or projections expressed or implied by such forward-looking statements. We caution readers not to place undue reliance on the forward-looking statements in this MD&A as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements. These factors include, but are not limited to: -force majeure events; -the Company’s ability to operate in highly competitive changing industries; -the Company’s ability to compete with digital media, global technology giants, other newspapers and other forms of media; TORSTAR CORPORATION 2020 FIRST QUARTER REPORT 1 TORSTAR - Management's Discussion and Analysis -the Company’s ability to respond to the shift to digital media and the shift by advertisers to other digital platforms; -the Company's ability to meet challenges in the digital advertising market; -the Company’s ability to adapt to new digital platforms and the increasing prominence of mobile; -the Company’s ability to attract, grow and retain its digital audience and profitably develop its digital platforms; -the Company’s ability to compete effectively for content, audience and readership; -the Company's ability to charge for news content used by search, social media and other technology companies; -the Company’s ability to attract and retain advertisers and customers; -the Company’s ability to attract and retain readers and traffic; -the Company’s ability to build and maintain adequate subscription levels; -the Company’s ability to integrate the technology associated with new digital platforms; -general economic conditions and customer prospects in the principal markets in which the Company operates; -the Company’s ability to reduce costs; -loss of reputation; -dependence on third party suppliers and service providers; -reliance on technology and information systems; -cybersecurity, data protection and risks of security breaches; -investments in other businesses; -the Company’s ability to execute appropriate strategic growth initiatives and transformation plans (including acquisitions and dispositions); -unexpected costs or liabilities related to acquisitions and dispositions; -labour disruptions; -reliance on printing operations; -newsprint costs; -distribution costs; -privacy, anti-spam, communications, competition, consumer protection, advertising/marketing, distribution, e-commerce, data use and environmental laws, health and safety regulations and other laws and regulations applicable generally to the Company’s businesses, and any related regulatory proceedings; -litigation; -changes in employee future benefit obligations; -dependence on and competition for key personnel; -foreign exchange fluctuations and foreign operations; -availability of insurance; -income tax, other tax credits and government grants; -intellectual property rights and other content risks; -credit risk; -availability of capital and restrictions imposed by credit facilities; -controls over financial reporting, results of impairment tests and uncertainties associated with critical accounting estimates; -dividend policy; -thin trading and maintenance of public listing of our Class B shares; -market price for our Class B shares; -sales of shares by our directors or executive officers; -holding company structure; and -control of the Company by the Voting Trust. Torstar cautions that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect Torstar’s results. In addition, a number of assumptions, including those assumptions specifically