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 JUNE 30, 2016
(In thousands of dollars)



	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	515,819		$	14,677		$	(4,383	)	$	526,113

Programming and direct operating expenses	—			234,776			6,416			(3,191		)	238,001
Selling, general and administrative	23,990			144,809			7,425			(1,192		)	175,032
Depreciation and amortization	2,768			59,094			5,078			—			66,940
Total Operating Expenses	26,758			438,679			18,919			(4,383		)	479,973

Operating (Loss) Profit	(26,758		)	77,140			(4,242		)	—			46,140

(Loss) income on equity investments, net	(678		)	44,984			—			—			44,306
Interest and dividend income	217			12			12			—			241
Interest expense	(41,688		)	—			(219		)	—			(41,907		)
Other non-operating items	(441		)	—			—			—			(441		)
Intercompany interest income (expense)	440			(440		)	—			—			—
Intercompany income (charges)	23,760			(23,704		)	(56		)	—			—
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(45,148		)	97,992			(4,505		)	—			48,339
Income tax expense	57,745			47,813			104,344			—			209,902
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	(58,670		)	(1,741		)	—			60,411			—
Net (Loss) Income	$	(161,563	)	$	48,438		$	(108,849	)	$	60,411		$	(161,563	)

Comprehensive (Loss) Income	$	(160,752	)	$	46,636		$	(111,221	)	$	64,585		$	(160,752	)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED JUNE 30, 2015
(In thousands of dollars)



	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	493,937		$	12,670		$	(5,083	)	$	501,524

Programming and direct operating expenses	—			248,967			5,448			(4,200		)	250,215
Selling, general and administrative	25,249			133,482			7,274			(883		)	165,122
Depreciation and amortization	1,299			60,496			4,608			—			66,403
Total Operating Expenses	26,548			442,945			17,330			(5,083		)	481,740

Operating (Loss) Profit	(26,548		)	50,992			(4,660		)	—			19,784

Income on equity investments, net	—			45,913			—			—			45,913
Interest and dividend income	—			25			18			—			43
Interest expense	(40,102		)	—			(272		)	—			(40,374		)
Loss on extinguishment of debt	(37,040		)	—			—			—			(37,040		)
Gain on investment transaction, net	1			8,132			—			—			8,133
Other non-operating items	(417		)	—			—			—			(417		)
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	(78,602		)	79,647			(5,003		)	—			(3,958		)
Income tax (benefit) expense	(29,782		)	30,125			(1,036		)	—			(693		)
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	45,555			(1,387		)	—			(44,168		)	—
Net (Loss) Income	$	(3,265	)	$	48,135		$	(3,967	)	$	(44,168	)	$	(3,265	)

Comprehensive (Loss) Income	$	(6,328	)	$	49,268		$	(4,237	)	$	(45,031	)	$	(6,328	)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

SIX MONTHS ENDED JUNE 30, 2016
(In thousands of dollars)



	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	1,024,264		$	31,154		$	(8,790	)	$	1,046,628

Programming and direct operating expenses	—			470,642			11,791			(6,189		)	476,244
Selling, general and administrative	49,419			302,063			14,491			(2,601		)	363,372
Depreciation and amortization	5,337			118,245			10,074			—			133,656
Total Operating Expenses	54,756			890,950			36,356			(8,790		)	973,272

Operating (Loss) Profit	(54,756		)	133,314			(5,202		)	—			73,356

(Loss) income on equity investments, net	(1,398		)	83,956			—			—			82,558
Interest and dividend income	308			53			25			—			386
Interest expense	(83,402		)	—			(481		)	—			(83,883		)
Other non-operating items	(379		)	—			—			—			(379		)
Intercompany interest income (expense)	878			(878		)	—			—			—
Intercompany income (charges)	47,522			(47,410		)	(112		)	—			—
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(91,227		)	169,035			(5,770		)	—			72,038
Income tax expense	39,785			79,156			103,567			—			222,508
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	(19,458		)	(806		)	—			20,264			—
Net (Loss) Income	$	(150,470	)	$	89,073		$	(109,337	)	$	20,264		$	(150,470	)

Comprehensive (Loss) Income	$	(146,022	)	$	87,375		$	(107,772	)	$	20,397		$	(146,022	)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

SIX MONTHS ENDED JUNE 30, 2015
(In thousands of dollars)



	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	957,478		$	27,504		$	(10,721	)	$	974,261

Programming and direct operating expenses	—			438,655			14,675			(6,611		)	446,719
Selling, general and administrative	49,189			258,204			12,312			(4,110		)	315,595
Depreciation and amortization	2,468			120,288			8,472			—			131,228
Total Operating Expenses	51,657			817,147			35,459			(10,721		)	893,542

Operating (Loss) Profit	(51,657		)	140,331			(7,955		)	—			80,719

Income on equity investments, net	—			82,847			—			—			82,847
Interest and dividend income	300			51			59			—			410
Interest expense	(79,025		)	(5		)	(556		)	—			(79,586		)
Loss on extinguishment of debt	(37,040		)	—			—			—			(37,040		)
Gain on investment transaction, net	688			8,132			—			—			8,820
Other non-operating items	(1,343		)	(66		)	—			—			(1,409		)
Intercompany interest income (expense)	878			(878		)	—			—			—
Intercompany income (charges)	50,130			(49,952		)	(178		)	—			—
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(117,069		)	180,460			(8,630		)	—			54,761
Income tax (benefit) expense	(44,904		)	70,017			(3,504		)	—			21,609
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	105,317			(2,711		)	—			(102,606		)	—
Net Income (Loss)	$	33,152		$	107,732		$	(5,126	)	$	(102,606	)	$	33,152

Comprehensive Income (Loss)	$	23,754		$	107,000		$	(8,922	)	$	(98,078	)	$	23,754

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF JUNE 30, 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	$	345,111		$	9,959		$	11,570		$	—		$	366,640
Restricted cash and cash equivalents	17,579			—			—			—			17,579
Accounts receivable, net	289			436,121			11,554			—			447,964
Broadcast rights	—			139,444			834			—			140,278
Income taxes receivable	—			21,824			161			—			21,985
Prepaid expenses	14,279			16,483			4,727			—			35,489
Other	5,851			3,033			499			—			9,383
Total current assets	383,109			626,864			29,345			—			1,039,318
Properties
Property, plant and equipment	52,968			534,158			110,893			—			698,019
Accumulated depreciation	(15,944		)	(160,268		)	(6,784		)	—			(182,996		)
Net properties	37,024			373,890			104,109			—			515,023

Investments in subsidiaries	10,296,365			103,627			—			(10,399,992		)	—

Other Assets
Broadcast rights	—			163,271			18			—			163,289
Goodwill	—			3,508,718			53,868			—			3,562,586
Other intangible assets, net	—			2,000,420			141,218			—			2,141,638
Assets held for sale	—			295,542			—			—			295,542
Investments	19,474			1,615,585			17,895			—			1,652,954
Intercompany receivables	1,917,846			4,764,886			455,599			(7,138,331		)	—
Intercompany loan receivable	27,000			—			—			(27,000		)	—
Other	106,343			88,410			5,854			(104,289		)	96,318
Total other assets	2,070,663			12,436,832			674,452			(7,269,620		)	7,912,327
Total Assets	$	12,787,161		$	13,541,213		$	807,906		$	(17,669,612	)	$	9,466,668

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF JUNE 30, 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	$	31,531		$	26,648		$	3,424		$	—		$	61,603
Debt due within one year	15,909			—			3,995			—			19,904
Income taxes payable	—			7,617			1,094			—			8,711
Income tax reserves (Note 9)	—			—			125,400			—			125,400
Contracts payable for broadcast rights	—			192,780			1,071			—			193,851
Deferred revenue	—			35,336			3,961			—			39,297
Interest payable	30,055			—			2			—			30,057
Other	39,002			67,751			7,650			—			114,403
Total current liabilities	116,497			330,132			146,597			—			593,226

Non-Current Liabilities
Long-term debt	3,387,336			—			12,770			—			3,400,106
Intercompany loan payable	—			27,000			—			(27,000		)	—
Deferred income taxes	—			995,568			152,539			(104,289		)	1,043,818
Contracts payable for broadcast rights	—			318,555			20			—			318,575
Contract intangible liability, net	—			5,100			—			—			5,100
Intercompany payables	5,237,502			1,661,323			239,506			(7,138,331		)	—
Other	467,533			52,507			1,873			—			521,913
Total non-current liabilities	9,092,371			3,060,053			406,708			(7,269,620		)	5,289,512
Total liabilities	9,208,868			3,390,185			553,305			(7,269,620		)	5,882,738

Shareholders’ Equity (Deficit)
Common stock	157			—			—			—			157
Treasury stock	(469,380		)	—			—			—			(469,380		)
Additional paid-in-capital	4,586,905			9,486,179			289,818			(9,775,997		)	4,586,905
Retained (deficit) earnings	(472,821		)	672,851			(31,840		)	(641,011		)	(472,821		)
Accumulated other comprehensive (loss) income	(66,568		)	(8,002		)	(9,014		)	17,016			(66,568		)
Total Tribune Media Company shareholders’ equity (deficit)	3,578,293			10,151,028			248,964			(10,399,992		)	3,578,293
Noncontrolling interests	—			—			5,637			—			5,637
Total shareholders’ equity (deficit)	3,578,293			10,151,028			254,601			(10,399,992		)	3,583,930
Total Liabilities and Shareholders’ Equity (Deficit)	$	12,787,161		$	13,541,213		$	807,906		$	(17,669,612	)	$	9,466,668

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

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 (1)	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

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 (1)	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 (1)	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 SIX MONTHS ENDED JUNE 30, 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	$	(39,775	)	$	283,808		$	(2,714	)	$	—		$	241,319

Investing Activities
Capital expenditures	(7,094		)	(24,830		)	(3,507		)	—			(35,431		)
Transfers from restricted cash	—			297			—			—			297
Investments	(850		)	(101		)	(2,500		)	—			(3,451		)
Intercompany dividend	3,326			—			—			(3,326		)	—
Proceeds from sales of real estate and other assets	—			33,021			681			—			33,702
Net cash (used in) provided by investing activities	(4,618		)	8,387			(5,326		)	(3,326		)	(4,883		)

Financing Activities
Repayments of long-term debt	(11,896		)	—			(2,024		)	—			(13,920		)
Long-term debt issuance costs	(784		)	—			—			—			(784		)
Payment of dividends	(46,174		)	—			—			—			(46,174		)
Settlement of contingent consideration	—			(750		)	—			—			(750		)
Common stock repurchases	(66,548		)	—			—			—			(66,548		)
Tax withholdings related to net share settlements of share-based awards	(4,377		)	—			—			—			(4,377		)
Contributions from noncontrolling interests	—			—			113			—			113
Intercompany dividend	—			(3,326		)	—			3,326			—
Change in intercompany receivables and payables (1)	283,775			(291,214		)	7,439			—			—
Net cash provided by (used in) financing activities	153,996			(295,290		)	5,528			3,326			(132,440		)

Net Increase (Decrease) in Cash and Cash Equivalents	109,603			(3,095		)	(2,512		)	—			103,996
Cash and cash equivalents, beginning of year	235,508			13,054			14,082			—			262,644
Cash and cash equivalents, end of year	$	345,111		$	9,959		$	11,570		$	—		$	366,640

(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 SIX MONTHS ENDED JUNE 30, 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	$	(29,465	)	$	(31,963	)	$	(14,950	)	$	—	$	(76,378	)

Investing Activities
Capital expenditures	(13,935		)	(23,129		)	(1,653		)	—		(38,717		)
Acquisitions, net of cash acquired	—			(109		)	(69,865		)	—		(69,974		)
Investments	—			(411		)	(2,500		)	—		(2,911		)
Proceeds from sales of real estate and other assets	—			13,750			—			—		13,750
Net cash used in investing activities	(13,935		)	(9,899		)	(74,018		)	—		(97,852		)

Financing Activities
Long-term borrowings	1,100,000			—			—			—		1,100,000
Repayments of long-term debt	(1,097,250		)	(54		)	(3,038		)	—		(1,100,342		)
Long-term debt issuance costs	(20,207		)	—			—			—		(20,207		)
Payments of dividends	(672,744		)	—			—			—		(672,744		)
Common stock repurchases	(181,276		)	—			—			—		(181,276		)
Change in excess tax benefits from stock-based awards	(532		)	—			—			—		(532		)
Tax withholdings related to net share settlements of share-based awards	(3,831		)	—			—			—		(3,831		)
Proceeds from stock option exercises	166			—			—			—		166
Contributions from noncontrolling interest	—			—			1,324			—		1,324
Change in intercompany receivables and payables	(124,585		)	33,582			91,003			—		—
Net cash (used in) provided by financing activities	(1,000,259		)	33,528			89,289			—		(877,442		)

Net Increase (Decrease) in Cash and Cash Equivalents	(1,043,659		)	(8,334		)	321			—		(1,051,672		)
Cash and cash equivalents, beginning of year	1,433,388			12,204			9,591			—		1,455,183
Cash and cash equivalents, end of year	$	389,729		$	3,870		$	9,912		$	—	$	403,511