NOTE 17: EARNINGS PER SHARE

The Company computes earnings (loss) per common share (“EPS”) from continuing operations, discontinued operations and net earnings per common share under the two-class method which requires the allocation of all distributed and undistributed earnings attributable to Tribune Media Company to common stock and other participating securities based on their respective rights to receive distributions of earnings or losses. The Company’s Class A Common Stock and Class B Common Stock equally share in distributed and undistributed earnings. In a period when the Company’s distributed earnings exceed undistributed earnings, no allocation to participating securities or dilutive securities is performed. The Company accounts for the Warrants as participating securities, as holders of the Warrants, in accordance with and subject to the terms and conditions of the Warrant Agreement, are entitled to receive ratable distributions of the Company’s earnings concurrently with such distributions made to the holders of Common Stock, subject to certain restrictions relating to FCC rules and requirements. Under the terms of the Company’s RSU and PSU agreements, unvested RSUs and PSUs contain forfeitable rights to dividends and DEUs. Because the DEUs are forfeitable, they are defined as non-participating securities. As of December 31, 2017, there were 53,668 DEUs outstanding, which will vest at the time that the underlying RSU or PSU vests.

The Company computes basic EPS by dividing income (loss) from continuing operations, (loss) income from discontinued operations, and net (loss) income attributable to Tribune Media Company, respectively, applicable to common shares by the weighted average number of common shares outstanding during the period. In accordance with the two-class method, undistributed earnings applicable to the Warrants are excluded from the computation of basic EPS. Diluted EPS is computed by dividing income (loss) from continuing operations, (loss) income from discontinued operations, and net income (loss), respectively, by the weighted average number of common shares outstanding during the period as adjusted for the assumed exercise of all outstanding stock awards. The calculation of diluted EPS assumes that stock awards outstanding were exercised at the beginning of the period. The stock awards are included in the calculation of diluted EPS only when their inclusion in the calculation is dilutive.

ASC Topic 260, “Earnings per Share,” states that the presentation of basic and diluted EPS is required only for common stock and not for participating securities. For the years ended December 31, 2017, December 31, 2016 and December 31, 2015, 71,385, 180,259 and 877,233, respectively, of the weighted-average Warrants outstanding have been excluded from the below table.

The calculation of basic and diluted EPS is presented below (in thousands, except for per share data):



	2017			2016			2015
EPS numerator:
Net income (loss) from continuing operations	$	183,077		$	87,040		$	(315,337	)
Net income from continuing operations attributable to noncontrolling interests	(3,378		)	—			—
Net income (loss) from continuing operations attributable to Tribune Media Company	179,699			87,040			(315,337		)
Less: Dividends distributed to Warrants	69			161			325
Less: Undistributed earnings allocated to Warrants	81			—			—
Income (loss) from continuing operations attributable to Tribune Media Company’s common shareholders for basic EPS	$	179,549		$	86,879		$	(315,662	)
Add: Undistributed earnings allocated to dilutive securities	1			—			—
Income (loss) from continuing operations attributable to Tribune Media Company’s common shareholders for diluted EPS	$	179,550		$	86,879		$	(315,662	)

Income (loss) from discontinued operations, as reported	$	14,420		$	(72,794	)	$	(4,581	)
Less: Undistributed earnings allocated to Warrants	7			—			—
Income (loss) from discontinued operations attributable to common shareholders for basic and diluted EPS	$	14,413		$	(72,794	)	$	(4,581	)

Net income (loss) attributable to Tribune Media Company’s common shareholders for basic EPS	$	193,962		$	14,085		$	(320,243	)

Net income (loss) attributable to Tribune Media Company’s common shareholders for diluted EPS	$	193,963		$	14,085		$	(320,243	)

EPS denominator:
Weighted average shares outstanding - basic	87,066			90,244			94,686
Impact of dilutive securities	935			392			—
Weighted average shares outstanding - diluted	88,001			90,636			94,686

Basic Earnings (Loss) Per Common Share Attributable to Tribune Media Company from:
Continuing Operations	$	2.06		$	0.96		$	(3.33	)
Discontinued Operations	0.17			(0.80		)	(0.05		)
Net Earnings (Loss) Per Common Share	$	2.23		$	0.16		$	(3.38	)

Diluted Earnings (Loss) Per Common Share Attributable to Tribune Media Company from:
Continuing Operations	$	2.04		$	0.96		$	(3.33	)
Discontinued Operations	0.16			(0.80		)	(0.05		)
Net Earnings (Loss) Per Common Share	$	2.20		$	0.16		$	(3.38	)

Since the Company was in a net loss position for the year ended December 31, 2015, there was no difference between the number of shares used to calculate basic and diluted loss per share. Because of their anti-dilutive effect, 2,126,516, 1,778,194 and 2,002,476 common share equivalents, comprised of NSOs, PSUs and RSUs, have been excluded from the diluted EPS calculation for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively.