TRIBUNE MEDIA COMPANY AND SUBSIDIARIES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 28, 2014 AND SEPTEMBER 29, 2013 (Unaudited) INTRODUCTION On July 16, 2014, following approval at its annual meeting of stockholders on July 14, 2014, Tribune Company amended and restated its certificate of incorporation and changed its name to Tribune Media Company. As used in this management’s discussion and analysis, unless otherwise specified or the context otherwise requires, “Tribune,” “we,” “our,” “us” and the “Company” refer to Tribune Media Company and its consolidated subsidiaries. The following discussion and analysis compares our results from continuing operations for the three and nine months ended September 28, 2014 and September 29, 2013. On December 8, 2008 (the “Petition Date”), Tribune Company and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”), filed voluntary petitions for relief (collectively, the “Chapter 11 Petitions”) under chapter 11 (“Chapter 11”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors’ Chapter 11 proceedings continue to be jointly administered under the caption “In re: Tribune Company, et al.,” Case No. 08-13141. As further described below, a plan of reorganization for the Debtors became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). Where appropriate, we and our business operations as conducted on or prior to December 30, 2012 are also herein referred to collectively as the “Predecessor.” We and our business operations as conducted on or subsequent to the Effective Date are also herein referred to collectively as the “Successor,” “Reorganized Debtors” or “Reorganized Tribune Company.” We adopted fresh-start reporting on the Effective Date. The adoption of fresh-start reporting resulted in a new reporting entity for financial reporting purposes reflecting our capital structure and with no beginning retained earnings (deficit) as of the Effective Date. Any presentation of our consolidated financial statements as of and for periods subsequent to the Effective Date 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 the Effective Date and the adoption of fresh-start reporting. On August 4, 2014, we completed the spin-off of our principal publishing operations (the “Publishing Spin- off”) into an independent company, Tribune Publishing Company (“Tribune Publishing”), by distributing 98.5% of the outstanding shares of Tribune Publishing common stock to holders of Tribune Media Company Common Stock and Warrants (as defined and described in Note 3 to our 2014 third quarter unaudited condensed consolidated financial statements). See “Spin-off Transaction” below for further information on the Publishing Spin-off. As a result of the Publishing Spin-off and the changes to our reportable segments (as further described below), certain previously reported amounts have been reclassified to conform to the current presentation as well as to reflect the reclassification of the historical results of operations for the businesses included in the Publishing Spin- off to discontinued operations for all periods presented. This commentary should be read in conjunction with the Successor’s unaudited condensed consolidated financial statements as of September 28, 2014 and for the three and nine months ended September 28, 2014 and September 29, 2013 and the Predecessor’s unaudited condensed consolidated financial statements for December 31, 2012. It should also be read in conjunction with our audited consolidated financial statements for the fiscal year ended December 29, 2013. FORWARD-LOOKING STATEMENTS Management’s discussion and analysis of financial condition and results of operations contained herein (including, in particular, the discussion under “Overview”), as well as the information contained in the notes to our consolidated financial statements, include certain forwar statements that are based largely on our current expectations and reflect various estimates and assumptions. Forwar statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those 1 expressed in such forwar statements, and are in some instances beyond our control. As further described in Item 1A.“Risk Factors” of our registration statement on Form 10 filed with the U.S. Securities and Exchange Commission (“SEC”) on September 22, 2014, such risks, trends and uncertainties include: our adoption of fresh- start reporting which caused our consolidated financial statements for periods subsequent to the Effective Date to not be comparable to prior periods; our ability to satisfy future capital and liquidity requirements; our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; our ability to retire outstanding debt and satisfy other contractual commitments; increased interest rate risk due to variable rate indebtedness; changes in advertising demand and audience shares; changes in the overall market for television advertising, regulatory and judicial rulings; availability and cost of broadcast rights; competition and other economic conditions including fragmentation of the media landscape and competition from other media alternatives; our ability to develop and grow our on-line businesses; changes in accounting standards; adverse results from litigation, governmental investigations or tax-related proceedings or audits; our ability to settle unresolved claims filed in connection with the Debtors’ Chapter 11 cases and resolve the appeals seeking to overturn the Confirmation Order (as defined and described below); our ability to satisfy our pension and other postretirement employee benefit obligations; our ability to attract and retain employees; the effect of labor strikes, lock-outs and labor negotiations; our ability to realize benefits or synergies from acquisitions or divestitures or to operate our businesses effectively following acquisitions or divestitures; our ability to successfully integrate the acquisition of Local TV Holdings, LLC (“Local TV”), including our ability to program the acquired stations to successfully generate improved ratings and increased advertising revenue and to maintain relationships with cable operators, satellite providers and other key commercial partners of Local TV, retain key Local TV employees, and realize the expected benefits and synergies including the expected accretion in earnings; our ability to avoid disruption to business operations as a result of the spin-off of the Company’s principal publishing operations; our reliance on thir vendors for various services; our ability to adapt to technological changes; and other events beyond our control that may result in unexpected adverse operating results. The words “believe,” “expect,” “anticipate,” “estimate,” “could,” “should,” “intend,” “may,” “plan,” “seek,” “will,” “designed,” “assume,” “implied” and similar expressions generally identify forwar statements. Whether or not any such forward-looking statements are in fact achieved will depend on future events, some of which are beyond our control. Readers are cautioned not to place undue reliance on such forwar statements, which are being made as of November 11, 2014, the date our consolidated financial statements were issued. We undertake no obligation to update any forwar statements, whether as a result of new information, future events or otherwise. OVERVIEW We are a diversified media and entertainment company comprised of 42 owned or operated television stations, along with two radio program services, a national general entertainment television network, a production studio, a data and digital technology business, a portfolio of real estate assets and investments in a variety of media, websites and other related assets. Following the Publishing Spin-off, we realigned and renamed our reportable segments. These segments reflect the manner in which we sell our products to the marketplace and the manner in which we manage our operations and make business decisions. Our reportable segments consist of: • Television and Entertainment: Provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting local stations and distinctive, high quality television series and movies on WGN America, including content produced by Tribune Studios. • Digital and Data: Provides innovative technology and services that collect and distribute video, music and entertainment data primarily through wholesale distribution channels to consumers globally. In addition, we report and include under Corporate and Other certain administrative activities associated with operating corporate office functions and managing our company-sponsored defined benefit pension plans, as well as the management of certain real estate assets, including revenues from leasing our owned office and production facilities. 2 Prior to the Publishing Spin-off, we reported our operations through two reportable segments: broadcasting and publishing; certain administrative activities were reported and included under corporate. Also included