NOTE 17: CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The Company is the Issuer of the registered debt (see Note 6) and such debt is guaranteed by the 100% owned, domestic Subsidiary Guarantors. The Subsidiary Guarantors are direct or indirect 100% owned domestic subsidiaries of the Company. The Company’s payment obligations under the Notes are jointly and severally guaranteed by the Subsidiary Guarantors, and all guarantees are full and unconditional. The subsidiaries of the Company that do not guarantee the Notes (the “Non-Guarantor Subsidiaries”) are direct or indirect subsidiaries of the Company that primarily include the Company’s international operations.

The guarantees are subject to release under certain circumstances, including: (a) upon the sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) of the interests in such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a restricted subsidiary of the Company, or all or substantially all the assets of such Subsidiary Guarantor, in any case, if such sale, exchange, disposition or other transfer is not prohibited by the Indenture, (b) upon the Company designating such Subsidiary Guarantor to be an unrestricted subsidiary in accordance with the Indenture, (c) in the case of any restricted subsidiary of the Company that after the issue date is required to guarantee the Notes, upon the release or discharge of the guarantee by such restricted subsidiary of any indebtedness of the Company or another Subsidiary Guarantor or the repayment of any indebtedness of the Company or another Subsidiary Guarantor, in each case, which resulted in the obligation to guarantee the Notes, (d) upon the Company’s exercise of its legal defeasance option or covenant defeasance option in accordance with the Indenture or if the Company’s obligations under the Indenture are discharged in accordance with the terms of the Indenture, (e) upon the release or discharge of direct obligations of such Subsidiary Guarantor, or the guarantee by such Guarantor of the obligations, under the Senior Credit Agreement, or (f) during the period when the rating of the Notes is changed to investment grade.

In lieu of providing separate audited financial statements for the Subsidiary Guarantors, the Company has included the accompanying condensed consolidating financial statements in accordance with the requirements of Rule 3-10(f) of SEC Regulation S-X. The following Condensed Consolidating Financial Statements present the Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive (Loss) Income and Consolidated Statements of Cash Flows of Tribune Media Company, the Subsidiary Guarantors, the Non-guarantor Subsidiaries and the eliminations necessary to arrive at the Company’s information on a consolidated basis.

These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X, Rule 3-10.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED MARCH 31, 2016
(In thousands of dollars)



	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	508,445		$	16,477		$	(4,407	)	$	520,515

Programming and direct operating expenses	—			235,866			5,375			(2,998		)	238,243
Selling, general and administrative	25,429			157,254			7,066			(1,409		)	188,340
Depreciation and amortization	2,569			59,151			4,996			—			66,716
Total Operating Expenses	27,998			452,271			17,437			(4,407		)	493,299

Operating (Loss) Profit	(27,998		)	56,174			(960		)	—			27,216

(Loss) income on equity investments, net	(720		)	38,972			—			—			38,252
Interest and dividend income	91			41			13			—			145
Interest expense	(41,714		)	—			(262		)	—			(41,976		)
Other non-operating items	62			—			—			—			62
Intercompany interest income (expense)	438			(438		)	—			—			—
Intercompany income (charges)	23,762			(23,706		)	(56		)	—			—
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(46,079		)	71,043			(1,265		)	—			23,699
Income tax (benefit) expense	(17,960		)	31,343			(777		)	—			12,606
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	39,212			936			—			(40,148		)	—
Net Income (Loss)	$	11,093		$	40,636		$	(488	)	$	(40,148	)	$	11,093

Comprehensive Income (Loss)	$	14,730		$	40,739		$	3,449		$	(44,188	)	$	14,730

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED MARCH 29, 2015
(In thousands of dollars)



	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	463,541		$	14,834		$	(5,638	)	$	472,737

Programming and direct operating expenses	—			189,688			9,227			(2,411		)	196,504
Selling, general and administrative	23,940			124,722			5,038			(3,227		)	150,473
Depreciation and amortization	1,169			59,792			3,864			—			64,825
Total Operating Expenses	25,109			374,202			18,129			(5,638		)	411,802

Operating (Loss) Profit	(25,109		)	89,339			(3,295		)	—			60,935

Income on equity investments, net	—			36,934			—			—			36,934
Interest and dividend income	300			26			41			—			367
Interest expense	(38,923		)	(5		)	(284		)	—			(39,212		)
Gain on investment transaction, net	687			—			—			—			687
Other non-operating items	(926		)	(66		)	—			—			(992		)
Intercompany interest income (expense)	439			(439		)	—			—			—
Intercompany income (charges)	25,065			(24,976		)	(89		)	—			—
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(38,467		)	100,813			(3,627		)	—			58,719
Income tax (benefit) expense	(15,122		)	39,892			(2,468		)	—			22,302
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	59,762			(1,324		)	—			(58,438		)	—
Net Income (Loss)	$	36,417		$	59,597		$	(1,159	)	$	(58,438	)	$	36,417

Comprehensive Income (Loss)	$	30,082		$	57,732		$	(4,685	)	$	(53,047	)	$	30,082

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF MARCH 31, 2016
(In thousands of dollars)



	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Assets
Current Assets
Cash and cash equivalents	$	300,466		$	10,161		$	14,009		$	—		$	324,636
Restricted cash and cash equivalents	17,579			—			—			—			17,579
Accounts receivable, net	871			421,145			11,867			—			433,883
Broadcast rights	—			156,587			1,732			—			158,319
Income taxes receivable	—			28,974			179			—			29,153
Prepaid expenses	13,688			26,709			2,425			—			42,822
Other	22,276			3,811			305			—			26,392
Total current assets	354,880			647,387			30,517			—			1,032,784
Properties
Property, plant and equipment	50,300			540,845			109,168			—			700,313
Accumulated depreciation	(13,176		)	(145,183		)	(6,189		)	—			(164,548		)
Net properties	37,124			395,662			102,979			—			535,765

Investments in subsidiaries	10,359,278			105,303			—			(10,464,581		)	—

Other Assets
Broadcast rights	—			186,548			32			—			186,580
Goodwill	—			3,508,718			54,939			—			3,563,657
Other intangible assets, net	—			2,045,695			146,736			—			2,192,431
Assets held for sale	—			313,235			—			—			313,235
Investments	16,984			1,608,912			15,395			—			1,641,291
Intercompany receivables	1,603,188			4,510,471			451,058			(6,564,717		)	—
Intercompany loan receivable	27,000			—			—			(27,000		)	—
Other	182,572			99,673			5,983			(180,449		)	107,779
Total other assets	1,829,744			12,273,252			674,143			(6,772,166		)	8,004,973
Total Assets	$	12,581,026		$	13,421,604		$	807,639		$	(17,236,747	)	$	9,573,522

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF MARCH 31, 2016
(In thousands of dollars)



	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Liabilities and Shareholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	31,616		$	32,780		$	3,302		$	—		$	67,698
Debt due within one year	15,902			—			3,992			—			19,894
Income taxes payable	—			2,730			1,468			—			4,198
Contracts payable for broadcast rights	—			204,276			2,007			—			206,283
Deferred revenue	—			37,154			3,550			—			40,704
Interest payable	13,899			—			2			—			13,901
Other	35,809			75,273			6,292			—			117,374
Total current liabilities	97,226			352,213			20,613			—			470,052

Non-Current Liabilities
Long-term debt	3,390,792			—			13,770			—			3,404,562
Intercompany loan payable	—			27,000			—			(27,000		)	—
Deferred income taxes	—			992,605			173,810			(180,449		)	985,966
Contracts payable for broadcast rights	—			349,750			38			—			349,788
Contract intangible liability, net	—			9,436			—			—			9,436
Intercompany payables	4,804,029			1,528,799			231,889			(6,564,717		)	—
Other	479,665			55,540			3,675			—			538,880
Total non-current liabilities	8,674,486			2,963,130			423,182			(6,772,166		)	5,288,632
Total liabilities	8,771,712			3,315,343			443,795			(6,772,166		)	5,758,684

Shareholders’ Equity (Deficit)
Common stock	100			—			—			—			100
Treasury stock	(412,892		)	—			—			—			(412,892		)
Additional paid-in-capital	4,600,743			9,488,052			287,950			(9,776,002		)	4,600,743
Retained earnings (deficit)	(311,258		)	624,410			77,012			(701,422		)	(311,258		)
Accumulated other comprehensive (loss) income	(67,379		)	(6,201		)	(6,642		)	12,843			(67,379		)
Total Tribune Media Company shareholders’ equity (deficit)	3,809,314			10,106,261			358,320			(10,464,581		)	3,809,314
Noncontrolling interests	—			—			5,524			—			5,524
Total shareholders’ equity (deficit)	3,809,314			10,106,261			363,844			(10,464,581		)	3,814,838
Total Liabilities and Shareholders’ Equity (Deficit)	$	12,581,026		$	13,421,604		$	807,639		$	(17,236,747	)	$	9,573,522

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS (1)

AS OF DECEMBER 31, 2015
(In thousands of dollars)



	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Assets
Current Assets
Cash and cash equivalents	$	235,508		$	13,054		$	14,082		$	—		$	262,644
Restricted cash and cash equivalents	17,595			—			—			—			17,595
Accounts receivable, net	672			452,722			13,234			—			466,628
Broadcast rights	—			157,538			2,702			—			160,240
Income taxes receivable	—			42,816			22			—			42,838
Prepaid expenses	16,747			44,817			1,773			—			63,337
Other	4,494			3,818			351			—			8,663
Total current assets	275,016			714,765			32,164			—			1,021,945
Properties
Property, plant and equipment	47,909			662,094			108,655			—			818,658
Accumulated depreciation	(10,607		)	(144,089		)	(6,105		)	—			(160,801		)
Net properties	37,302			518,005			102,550			—			657,857

Investments in subsidiaries	10,374,921			104,432			—			(10,479,353		)	—

Other Assets
Broadcast rights	—			203,376			46			—			203,422
Goodwill	—			3,508,718			53,094			—			3,561,812
Other intangible assets, net	—			2,091,010			149,189			—			2,240,199
Assets held for sale	—			206,422			—			—			206,422
Investments	18,276			1,659,029			15,395			—			1,692,700
Intercompany receivables	1,560,781			4,265,957			331,873			(6,158,611		)	—
Intercompany loan receivable	27,000			—			—			(27,000		)	—
Other	189,517			117,124			5,167			(187,302		)	124,506
Total other assets	1,795,574			12,051,636			554,764			(6,372,913		)	8,029,061
Total Assets	$	12,482,813		$	13,388,838		$	689,478		$	(16,852,266	)	$	9,708,863

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS (1)

AS OF DECEMBER 31, 2015
(In thousands of dollars)



	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Liabilities and Shareholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	29,587		$	24,153		$	6,654		$	—		$	60,394
Debt due within one year	15,874			—			3,988			—			19,862
Income taxes payable	—			2,700			758			—			3,458
Contracts payable for broadcast rights	—			233,660			3,016			—			236,676
Deferred revenue	—			39,654			5,067			—			44,721
Interest payable	33,826			—			2			—			33,828
Other	44,615			91,384			5,862			—			141,861
Total current liabilities	123,902			391,551			25,347			—			540,800

Non-Current Liabilities
Long-term debt	3,394,753			—			14,736			—			3,409,489
Intercompany loan payable	—			27,000			—			(27,000		)	—
Deferred income taxes	—			994,083			177,251			(187,302		)	984,032
Contracts payable for broadcast rights	—			385,052			55			—			385,107
Contract intangible liability, net	—			13,772			—			—			13,772
Intercompany payables	4,652,289			1,397,981			108,341			(6,158,611		)	—
Other	485,671			55,779			2,491			—			543,941
Total non-current liabilities	8,532,713			2,873,667			302,874			(6,372,913		)	5,336,341
Total Liabilities	8,656,615			3,265,218			328,221			(6,372,913		)	5,877,141

Shareholders’ Equity (Deficit)
Common stock	100			—			—			—			100
Treasury stock	(400,153		)	—			—			—			(400,153		)
Additional paid-in-capital	4,619,618			9,529,071			288,814			(9,817,885		)	4,619,618
Retained (deficit) earnings	(322,351		)	600,853			77,498			(678,351		)	(322,351		)
Accumulated other comprehensive (loss) income	(71,016		)	(6,304		)	(10,579		)	16,883			(71,016		)
Total Tribune Media Company shareholders’ equity (deficit)	3,826,198			10,123,620			355,733			(10,479,353		)	3,826,198
Noncontrolling interests	—			—			5,524			—			5,524
Total shareholders’ equity (deficit)	3,826,198			10,123,620			361,257			(10,479,353		)	3,831,722
Total Liabilities and Shareholders’ Equity (Deficit)	$	12,482,813		$	13,388,838		$	689,478		$	(16,852,266	)	$	9,708,863

(1) December 31, 2015 balances have been reclassified to present debt issuance costs as a direct deduction from the carrying amount of an associated debt liability in accordance with ASU 2015-03.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2016
(In thousands of dollars)



	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Net cash (used in) provided by operating activities	$	(56,143	)	$	181,150		$	(2,708	)	$	—		$	122,299

Investing Activities
Capital expenditures	(4,336		)	(12,115		)	(1,397		)	—			(17,848		)
Transfers from restricted cash	—			4			—			—			4
Investments	—			(88		)	—			—			(88		)
Intercompany dividend	3,326			—			—			(3,326		)	—
Proceeds from sales of real estate and other assets	—			805			681			—			1,486
Net cash used in investing activities	(1,010		)	(11,394		)	(716		)	(3,326		)	(16,446		)

Financing Activities
Repayments of long-term debt	(5,948		)	—			(1,012		)	—			(6,960		)
Long-term debt issuance costs	(622		)	—			—			—			(622		)
Payment of dividends	(23,215		)	—			—			—			(23,215		)
Common stock repurchases	(8,938		)	—			—			—			(8,938		)
Tax withholdings related to net share settlements of share-based awards	(4,126		)	—			—			—			(4,126		)
Intercompany dividend	—			(3,326		)	—			3,326			—
Change in intercompany receivables and payables (1)	164,960			(169,323		)	4,363			—			—
Net cash provided by (used in) financing activities	122,111			(172,649		)	3,351			3,326			(43,861		)

Net Increase (Decrease) in Cash and Cash Equivalents	64,958			(2,893		)	(73		)	—			61,992
Cash and cash equivalents, beginning of year	235,508			13,054			14,082			—			262,644
Cash and cash equivalents, end of year	$	300,466		$	10,161		$	14,009		$	—		$	324,636

(1) Excludes the impact of a $56 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor subsidiaries.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 29, 2015

(In thousands of dollars)



	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Tribune Media Company Consolidated
Net cash used in operating activities	$	(20,111	)	$	(69,753	)	$	(4,442	)	$	—	$	(94,306	)

Investing Activities
Capital expenditures	(6,157		)	(9,739		)	(403		)	—		(16,299		)
Acquisitions, net of cash acquired	—			(109		)	—			—		(109		)
Investments	—			(411		)	—			—		(411		)
Proceeds from sales of real estate and other assets	—			5,617			—			—		5,617
Net cash used in investing activities	(6,157		)	(4,642		)	(403		)	—		(11,202		)

Financing Activities
Repayments of long-term debt	—			(54		)	(1,013		)	—		(1,067		)
Common stock repurchases	(172,777		)	—			—			—		(172,777		)
Change in excess tax benefits from stock-based awards	(402		)	—			—			—		(402		)
Tax withholdings related to net share settlements of share-based awards	(3,618		)	—			—			—		(3,618		)
Proceeds from stock option exercises	19			—			—			—		19
Change in intercompany receivables and payables	(78,930		)	73,139			5,791			—		—
Net cash (used in) provided by financing activities	(255,708		)	73,085			4,778			—		(177,845		)

Net Increase (Decrease) in Cash and Cash Equivalents	(281,976		)	(1,310		)	(67		)	—		(283,353		)
Cash and cash equivalents, beginning of year	1,433,388			12,204			9,591			—		1,455,183
Cash and cash equivalents, end of year	$	1,151,412		$	10,894		$	9,524		$	—	$	1,171,830