3. The following is the auditor opinion:

"

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Tribune Media Company:

In our opinion, based on our audits and the report of other auditors, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income, shareholders equity (deficit) and cash flows present fairly, in all material respects, the financial position of Tribune Media Company and its subsidiaries (Successor) at December 28, 2014 and December 29, 2013 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Television Food Network, G.P. (TV Food Network), an approximate 31 percent-owned equity investment of the Company which reflects a net investment totaling $349 million and $367 million at December 28, 2014 and December 29, 2013, respectively, (such amount is prior to adjustments recorded by the Company for the application of fresh-start reporting, net of amortization of basis difference, of $1.005 billion and $1.055 billion at December 28, 2014 and December 29, 2013, respectively) and equity income of $172 million and $177 million (such amount is prior to the amortization of basis difference of $50 million and $81 million) for the years then ended, respectively. The financial statements of TV Food Network were audited by other auditors whose report thereon has been furnished to us, and our opinion on the financial statements expressed herein, insofar as it relates to the amounts included for TV Food Network, is based solely on the report of other auditors. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.

As discussed in Note 3 to the consolidated financial statements, the United States Bankruptcy Court for the district of Delaware confirmed the Companys Fourth Amended Joint Plan of Reorganization for Tribune Company and its subsidiaries (the Plan) on July 23, 2012. Confirmation of the Plan resulted in the discharge of all claims against the Company that arose before December 8, 2008 and substantially alters rights and interests of equity security holders as provided for in the Plan. The Plan was substantially consummated on December 31, 2012 and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting as of December 31, 2012.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

March 6, 2015"

a. What type of audit opinion was issued on the financial statementsstandard, unqualified, unqualified with an explanatory paragraph or modified wording, qualified, adverse, disclaimer? Relevant standards are AS 3101 (para. 19) and AICPA AU-C Section 706 (para. 5, 6 and A2).

b. The 2014 comparative financial statements include an audit opinion on the 2012 financial statements. Does that report match the original report issued with the 2012 financial statements? Review AS 3105, paragraphs 44-47 and discuss the guidance that addresses the set of circumstances present in this scenario leading the auditor to issue a disclaimer.

Research and Further Analysis:

d. The 2014 audit report references the work of other auditors. Would the involvement of other auditors always be disclosed in this way or are there other alternatives? As a user of the financial statements, what additional information about the other auditors would you be interested in learning? See AS 1205.

e. What factors would the auditor have considered before issuing the type of opinion noted in Question 3b for the 2012 financial statements? Can you think of other circumstances that would warrant a similar report? See AU Section 705 (para. A9, A10-A12)