NOTE 17: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The Company is the issuer of the Notes (see Note 6) and such debt is guaranteed by the Company’s subsidiary guarantors (the “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.

On January 31, 2017, the Company completed the Gracenote Sale, as further described in Note 2. The Gracenote Sale included certain Subsidiary Guarantors as well as Non-Guarantor Subsidiaries. The results of operations of these entities are included in their respective categories through the date of sale.

In lieu of providing separate audited financial statements for the Subsidiary Guarantors, the Company has included the accompanying unaudited condensed consolidating financial statements in accordance with the requirements of Rule 3-10(f) of SEC Regulation S-X. The following unaudited Condensed Consolidating Financial Statements present the Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income (Loss) 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, 2017
(In thousands of dollars)



	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Tribune Media Company Consolidated
Operating Revenues	$	—		$	437,487		$	2,423		$	—	$	439,910

Programming and direct operating expenses	—			239,232			821			—		240,053
Selling, general and administrative	32,967			126,089			803			—		159,859
Depreciation and amortization	2,948			49,162			3,120			—		55,230
Total Operating Expenses	35,915			414,483			4,744			—		455,142

Operating (Loss) Profit	(35,915		)	23,004			(2,321		)	—		(15,232		)

(Loss) income on equity investments, net	(469		)	37,506			—			—		37,037
Interest and dividend income	482			23			—			—		505
Interest expense	(38,592		)	—			(166		)	—		(38,758		)
Loss on extinguishment and modification of debt	(19,052		)	—			—			—		(19,052		)
Gain on investment transaction	4,950			—			—			—		4,950
Write-down of investment	—			(122,000		)	—			—		(122,000		)
Other non-operating items	(276		)	—			—			—		(276		)
Intercompany income (charges)	28,218			(28,151		)	(67		)	—		—
Loss from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(60,654		)	(89,618		)	(2,554		)	—		(152,826		)
Income tax benefit	(23,715		)	(26,941		)	(958		)	—		(51,614		)
(Deficit) equity in earnings of consolidated subsidiaries, net of taxes	(64,273		)	(226		)	—			64,499		—
(Loss) Income from Continuing Operations	$	(101,212	)	$	(62,903	)	$	(1,596	)	$	64,499	$	(101,212	)
Income (Loss) from Discontinued Operations, net of taxes	15,618			(1,904		)	807			1,097		15,618
Net (Loss) Income	$	(85,594	)	$	(64,807	)	$	(789	)	$	65,596	$	(85,594	)

Comprehensive (Loss) Income	$	(77,951	)	$	(62,931	)	$	10,578		$	52,353	$	(77,951	)

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	$	—		$	465,970		$	2,502		$	—		$	468,472

Programming and direct operating expenses	—			220,527			1,212			—			221,739
Selling, general and administrative	25,429			134,386			819			—			160,634
Depreciation and amortization	2,569			50,358			3,180			—			56,107
Total Operating Expenses	27,998			405,271			5,211			—			438,480

Operating (Loss) Profit	(27,998		)	60,699			(2,709		)	—			29,992

(Loss) income on equity investments, net	(720		)	38,972			—			—			38,252
Interest and dividend income	91			41			—			—			132
Interest expense	(37,894		)	—			(247		)	—			(38,141		)
Other non-operating items	62			—			—			—			62
Intercompany income (charges)	21,992			(21,936		)	(56		)	—			—
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(44,467		)	77,776			(3,012		)	—			30,297
Income tax (benefit) expense	(17,324		)	33,660			(1,141		)	—			15,195
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	42,245			(749		)	—			(41,496		)	—
Income (Loss) from Continuing Operations	$	15,102		$	43,367		$	(1,871	)	$	(41,496	)	$	15,102
(Loss) Income from Discontinued Operations, net of taxes	(4,009		)	(2,731		)	1,383			1,348			(4,009		)
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 BALANCE SHEETS

AS OF MARCH 31, 2017
(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	$	342,957		$	1,381		$	1,883		$	—		$	346,221
Restricted cash and cash equivalents	17,566			—			—			—			17,566
Accounts receivable, net	1,184			382,795			588			—			384,567
Broadcast rights	—			135,533			1,648			—			137,181
Income taxes receivable	—			7,897			—			—			7,897
Prepaid expenses	9,313			22,544			227			—			32,084
Other	9,716			1,822			—			—			11,538
Total current assets	380,736			551,972			4,346			—			937,054
Properties
Property, plant and equipment	55,762			521,699			109,076			—			686,537
Accumulated depreciation	(24,412		)	(167,368		)	(6,345		)	—			(198,125		)
Net properties	31,350			354,331			102,731			—			488,412

Investments in subsidiaries	9,962,162			56,249			—			(10,018,411		)	—

Other Assets
Broadcast rights	—			148,768			64			—			148,832
Goodwill	—			3,220,300			7,747			—			3,228,047
Other intangible assets, net	—			1,690,765			86,595			—			1,777,360
Assets held for sale	—			16,356			—			—			16,356
Investments	13,453			1,442,162			17,895			—			1,473,510
Intercompany receivables	2,282,927			5,810,551			352,870			(8,446,348		)	—
Other	124,675			75,549			2,823			(120,637		)	82,410
Total other assets	2,421,055			12,404,451			467,994			(8,566,985		)	6,726,515
Total Assets	$	12,795,303		$	13,367,003		$	575,071		$	(18,585,396	)	$	8,151,981

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF MARCH 31, 2017
(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	$	25,182		$	22,826		$	1,531		$	—		$	49,539
Debt due within one year	13,870			—			4,006			—			17,876
Income taxes payable	—			97,137			(3		)	—			97,134
Contracts payable for broadcast rights	—			218,178			1,846			—			220,024
Deferred revenue	—			11,923			107			—			12,030
Interest payable	13,871			—			2			—			13,873
Other	37,274			49,289			282			—			86,845
Total current liabilities	90,197			399,353			7,771			—			497,321

Non-Current Liabilities
Long-term debt	3,004,633			—			9,764			—			3,014,397
Deferred income taxes	—			823,944			158,183			(120,637		)	861,490
Contracts payable for broadcast rights	—			292,198			66			—			292,264
Intercompany payables	6,282,611			1,910,337			253,400			(8,446,348		)	—
Other	466,211			62,710			20			—			528,941
Total non-current liabilities	9,753,455			3,089,189			421,433			(8,566,985		)	4,697,092
Total liabilities	9,843,652			3,488,542			429,204			(8,566,985		)	5,194,413

Shareholders’ Equity (Deficit)
Common stock	101			—			—			—			101
Treasury stock	(632,194		)	—			—			—			(632,194		)
Additional paid-in-capital	4,051,836			9,037,427			200,304			(9,237,731		)	4,051,836
Retained (deficit) earnings	(393,953		)	847,858			(59,327		)	(788,531		)	(393,953		)
Accumulated other comprehensive (loss) income	(74,139		)	(6,824		)	(1,027		)	7,851			(74,139		)
Total Tribune Media Company shareholders’ equity (deficit)	2,951,651			9,878,461			139,950			(10,018,411		)	2,951,651
Noncontrolling interests	—			—			5,917			—			5,917
Total shareholders’ equity (deficit)	2,951,651			9,878,461			145,867			(10,018,411		)	2,957,568
Total Liabilities and Shareholders’ Equity (Deficit)	$	12,795,303		$	13,367,003		$	575,071		$	(18,585,396	)	$	8,151,981

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 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	$	574,638		$	720		$	2,300		$	—		$	577,658
Restricted cash and cash equivalents	17,566			—			—			—			17,566
Accounts receivable, net	198			428,254			660			—			429,112
Broadcast rights	—			155,266			2,551			—			157,817
Income taxes receivable	—			9,056			—			—			9,056
Current assets of discontinued operations	—			37,300			25,305			—			62,605
Prepaid expenses	11,640			24,074			148			—			35,862
Other	4,894			1,729			1			—			6,624
Total current assets	608,936			656,399			30,965			—			1,296,300
Properties
Property, plant and equipment	55,529			547,601			107,938			—			711,068
Accumulated depreciation	(21,635		)	(159,472		)	(6,041		)	—			(187,148		)
Net properties	33,894			388,129			101,897			—			523,920

Investments in subsidiaries	10,502,544			106,486			—			(10,609,030		)	—

Other Assets
Broadcast rights	—			153,374			83			—			153,457
Goodwill	—			3,220,300			7,630			—			3,227,930
Other intangible assets, net	—			1,729,829			89,305			—			1,819,134
Non-current assets of discontinued operations	—			514,200			93,953			—			608,153
Assets held for sale	—			17,176			—			—			17,176
Investments	19,079			1,637,909			17,895			—			1,674,883
Intercompany receivables	2,326,261			5,547,542			358,834			(8,232,637		)	—
Intercompany loan receivable	27,000			—			—			(27,000		)	—
Other	51,479			75,191			2,707			(49,279		)	80,098
Total other assets	2,423,819			12,895,521			570,407			(8,308,916		)	7,580,831
Total Assets	$	13,569,193		$	14,046,535		$	703,269		$	(18,917,946	)	$	9,401,051

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 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	$	29,827		$	29,703		$	1,023		$	—		$	60,553
Debt due within one year	15,921			—			4,003			—			19,924
Income taxes payable	—			21,130			36			—			21,166
Contracts payable for broadcast rights	—			238,497			2,758			—			241,255
Deferred revenue	—			13,593			97			—			13,690
Interest payable	30,301			—			4			—			30,305
Current liabilities of discontinued operations	—			44,763			9,521			—			54,284
Other	38,867			70,589			220			—			109,676
Total current liabilities	114,916			418,275			17,662			—			550,853

Non-Current Liabilities
Long-term debt	3,380,860			—			10,767			—			3,391,627
Intercompany loan payable	—			27,000			—			(27,000		)	—
Deferred income taxes	—			871,923			161,604			(49,279		)	984,248
Contracts payable for broadcast rights	—			314,755			85			—			314,840
Intercompany payables	6,065,424			1,912,259			254,954			(8,232,637		)	—
Other	468,227			50,239			20			—			518,486
Non-current liabilities of discontinued operations	—			86,517			8,797			—			95,314
Total non-current liabilities	9,914,511			3,262,693			436,227			(8,308,916		)	5,304,515
Total Liabilities	10,029,427			3,680,968			453,889			(8,308,916		)	5,855,368

Shareholders’ Equity (Deficit)
Common stock	100			—			—			—			100
Treasury stock	(632,207		)	—			—			—			(632,207		)
Additional paid-in-capital	4,561,760			9,486,179			289,818			(9,775,997		)	4,561,760
Retained (deficit) earnings	(308,105		)	888,088			(33,961		)	(854,127		)	(308,105		)
Accumulated other comprehensive (loss) income	(81,782		)	(8,700		)	(12,394		)	21,094			(81,782		)
Total Tribune Media Company shareholders’ equity (deficit)	3,539,766			10,365,567			243,463			(10,609,030		)	3,539,766
Noncontrolling interests	—			—			5,917			—			5,917
Total shareholders’ equity (deficit)	3,539,766			10,365,567			249,380			(10,609,030		)	3,545,683
Total Liabilities and Shareholders’ Equity (Deficit)	$	13,569,193		$	14,046,535		$	703,269		$	(18,917,946	)	$	9,401,051

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2017
(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	$	(133,188	)	$	209,446		$	(1,045	)	$	—	$	75,213

Investing Activities
Capital expenditures	(1,413		)	(12,468		)	(753		)	—		(14,634		)
Net proceeds from the sale of business	571,749			(5,249		)	(11,775		)	—		554,725
Proceeds from sales of real estate and other assets	—			44,315			—			—		44,315
Proceeds from the sale of investment	4,950			—			—			—		4,950
Net cash provided by (used in) investing activities	575,286			26,598			(12,528		)	—		589,356

Financing Activities
Long-term borrowings	202,694			—			—			—		202,694
Repayments of long-term debt	(583,232		)	—			(1,013		)	—		(584,245		)
Long-term debt issuance costs	(1,689		)	—			—			—		(1,689		)
Payment of dividends	(520,849		)	—			—			—		(520,849		)
Tax withholdings related to net share settlements of share-based awards	(7,053		)	—			—			—		(7,053		)
Proceeds from stock option exercises	2,385			—			—			—		2,385
Change in intercompany receivables and payables (1)	233,965			(239,190		)	5,225			—		—
Net cash (used in) provided by financing activities	(673,779		)	(239,190		)	4,212			—		(908,757		)

Net (Decrease) in Cash and Cash Equivalents	(231,681		)	(3,146		)	(9,361		)	—		(244,188		)
Cash and cash equivalents, beginning of year	574,638			4,527			11,244			—		590,409
Cash and cash equivalents, end of year	$	342,957		$	1,381		$	1,883		$	—	$	346,221

(1) Excludes the impact of a $54 million non-cash settlement of intercompany balances upon the sale of certain Guarantor and Non-Guarantor subsidiaries included in the Gracenote Sale.

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		)
Investments	—			(88		)	—			—			(88		)
Proceeds from sales of real estate and other assets	—			805			681			—			1,486
Transfers from restricted cash	—			4			—			—			4
Intercompany dividends	3,326			—			—			(3,326		)	—
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		)
Payments 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 dividends	—			(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.