Condensed Consolidating Financial Information

3 Months Ended

Mar. 31, 2018

Condensed Financial Statements, Captions [Line Items]

Condensed Consolidating Financial Information

NOTE 16: 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”) include certain direct or indirect subsidiaries of the Company.

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, 2018
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	440,891		$	2,744		$	—		$	443,635
Programming and direct operating expenses	—			201,343			786			—			202,129
Selling, general and administrative	22,864			108,372			720			—			131,956
Depreciation and amortization	2,404			49,932			3,126			—			55,462
Gain on sales of spectrum	—			(133,197		)	—			—			(133,197		)
Total Operating Expenses	25,268			226,450			4,632			—			256,350
Operating (Loss) Profit	(25,268		)	214,441			(1,888		)	—			187,285
Income on equity investments, net	—			39,137			—			—			39,137
Interest income	1,898			—			—			—			1,898
Interest expense	(40,631		)	—			—			—			(40,631		)
Pension and other postretirement periodic benefit credit, net	7,084			—			—			—			7,084
Gain on investment transactions	—			3,888			—			—			3,888
Other non-operating items	(776		)	—			—			—			(776		)
Intercompany income (charges)	12,413			(12,378		)	(35		)	—			—
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(45,280		)	245,088			(1,923		)	—			197,885
Income tax (benefit) expense	(7,555		)	64,792			(535		)	—			56,702
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	178,914			(338		)	—			(178,576		)	—
Income (Loss) from Continuing Operations	$	141,189		$	179,958		$	(1,388	)	$	(178,576	)	$	141,183
Income (Loss) from Discontinued Operations, net of taxes	—			—			—			—			—
Net Income (Loss)	$	141,189		$	179,958		$	(1,388	)	$	(178,576	)	$	141,183
Net loss from continuing operations attributable to noncontrolling interests	—			—			6			—			6
Net Income (Loss) attributable to Tribune Media Company	$	141,189		$	179,958		$	(1,382	)	$	(178,576	)	$	141,189
Comprehensive Income (Loss)	$	149,681		$	179,933		$	(922	)	$	(179,011	)	$	149,681

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	38,702			126,089			803			—		165,594
Depreciation and amortization	2,948			49,162			3,120			—		55,230
Total Operating Expenses	41,650			414,483			4,744			—		460,877
Operating (Loss) Profit	(41,650		)	23,004			(2,321		)	—		(20,967		)
(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		)
Pension and other postretirement periodic benefit credit, net	5,735			—			—			—		5,735
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 BALANCE SHEETS

AS OF MARCH 31, 2018
(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	$	791,604		$	1,133		$	2,701		$	—		$	795,438
Restricted cash and cash equivalents	16,607			—			—			—			16,607
Accounts receivable, net	154			382,140			826			—			383,120
Broadcast rights	—			90,456			1,225			—			91,681
Income taxes receivable	—			18,067			—			—			18,067
Prepaid expenses	8,408			13,110			278			—			21,796
Other	5,182			17,782			231			—			23,195
Total current assets	821,955			522,688			5,261			—			1,349,904
Properties
Property, plant and equipment	53,699			565,856			57,692			—			677,247
Accumulated depreciation	(30,248		)	(205,909		)	(7,520		)	—			(243,677		)
Net properties	23,451			359,947			50,172			—			433,570
Investments in subsidiaries	10,558,297			74,272			—			(10,632,569		)	—
Other Assets
Broadcast rights	—			105,215			39			—			105,254
Goodwill	—			3,220,300			8,938			—			3,229,238
Other intangible assets, net	—			1,495,697			76,260			—			1,571,957
Investments	850			1,182,845			22,090			—			1,205,785
Intercompany receivables	2,671,812			6,897,014			390,779			(9,959,605		)	—
Other	67,209			138,416			125			(53,754		)	151,996
Total other assets	2,739,871			13,039,487			498,231			(10,013,359		)	6,264,230
Total Assets	$	14,143,574		$	13,996,394		$	553,664		$	(20,645,928	)	$	8,047,704

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF MARCH 31, 2018
(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	$	24,331		$	17,563		$	1,174		$	—		$	43,068
Income taxes payable	—			76,189			—			—			76,189
Contracts payable for broadcast rights	—			214,428			1,429			—			215,857
Deferred revenue	—			12,774			867			—			13,641
Interest payable	14,412			—			—			—			14,412
Other	39,213			37,801			—			—			77,014
Total current liabilities	77,956			358,755			3,470			—			440,181
Non-Current Liabilities
Long-term debt	2,920,882			—			—			—			2,920,882
Deferred income taxes	—			524,485			56,988			(53,754		)	527,719
Contracts payable for broadcast rights	—			252,879			62			—			252,941
Intercompany payables	7,390,186			2,297,350			272,069			(9,959,605		)	—
Other	409,453			126,580			24,813			—			560,846
Total non-current liabilities	10,720,521			3,201,294			353,932			(10,013,359		)	4,262,388
Total liabilities	10,798,477			3,560,049			357,402			(10,013,359		)	4,702,569
Shareholders’ Equity (Deficit)
Common stock	102			—			—			—			102
Treasury stock	(632,194		)	—			—			—			(632,194		)
Additional paid-in-capital	4,012,052			9,040,065			202,942			(9,243,007		)	4,012,052
Retained earnings (deficit)	4,706			1,398,981			(7,898		)	(1,391,083		)	4,706
Accumulated other comprehensive (loss) income	(39,569		)	(2,701		)	1,180			1,521			(39,569		)
Total Tribune Media Company shareholders’ equity (deficit)	3,345,097			10,436,345			196,224			(10,632,569		)	3,345,097
Noncontrolling interests	—			—			38			—			38
Total shareholders’ equity (deficit)	3,345,097			10,436,345			196,262			(10,632,569		)	3,345,135
Total Liabilities and Shareholders’ Equity (Deficit)	$	14,143,574		$	13,996,394		$	553,664		$	(20,645,928	)	$	8,047,704

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 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	$	670,302		$	1,501		$	1,882		$	—		$	673,685
Restricted cash and cash equivalents	17,566			—			—			—			17,566
Accounts receivable, net	143			418,950			1,002			—			420,095
Broadcast rights	—			126,668			2,506			—			129,174
Income taxes receivable	—			18,274			—			—			18,274
Prepaid expenses	8,647			11,245			266			—			20,158
Other	12,487			1,552			—			—			14,039
Total current assets	709,145			578,190			5,656			—			1,292,991
Properties
Property, plant and equipment	58,622			557,394			57,666			—			673,682
Accumulated depreciation	(29,505		)	(196,644		)	(7,238		)	—			(233,387		)
Net properties	29,117			360,750			50,428			—			440,295
Investments in subsidiaries	10,378,948			74,610			—			(10,453,558		)	—
Other Assets
Broadcast rights	—			133,567			116			—			133,683
Goodwill	—			3,220,300			8,688			—			3,228,988
Other intangible assets, net	—			1,534,761			78,904			—			1,613,665
Assets held for sale	—			38,900			—			—			38,900
Investments	850			1,258,851			22,090			—			1,281,791
Intercompany receivables	2,520,570			6,527,083			411,059			(9,458,712		)	—
Other	65,743			135,373			376			(62,477		)	139,015
Total other assets	2,587,163			12,848,835			521,233			(9,521,189		)	6,436,042
Total Assets	$	13,704,373		$	13,862,385		$	577,317		$	(19,974,747	)	$	8,169,328

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 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	$	24,529		$	22,487		$	1,303		$	—		$	48,319
Income taxes payable	—			36,252			—			—			36,252
Contracts payable for broadcast rights	—			250,553			2,691			—			253,244
Deferred revenue	—			11,074			868			—			11,942
Interest payable	30,525			—			—			—			30,525
Deferred spectrum auction proceeds	—			172,102			—			—			172,102
Other	44,817			57,063			3			—			101,883
Total current liabilities	99,871			549,531			4,865			—			654,267
Non-Current Liabilities
Long-term debt	2,919,185			—			—			—			2,919,185
Deferred income taxes	—			485,608			85,043			(62,477		)	508,174
Contracts payable for broadcast rights	—			300,269			151			—			300,420
Intercompany payables	7,044,972			2,148,695			265,045			(9,458,712		)	—
Other	423,209			121,870			25,023			—			570,102
Total non-current liabilities	10,387,366			3,056,442			375,262			(9,521,189		)	4,297,881
Total Liabilities	10,487,237			3,605,973			380,127			(9,521,189		)	4,952,148
Shareholders’ Equity (Deficit)
Common stock	101			—			—			—			101
Treasury stock	(632,194		)	—			—			—			(632,194		)
Additional paid-in-capital	4,011,530			9,040,065			202,942			(9,243,007		)	4,011,530
Retained (deficit) earnings	(114,240		)	1,219,023			(6,516		)	(1,212,507		)	(114,240		)
Accumulated other comprehensive (loss) income	(48,061		)	(2,676		)	720			1,956			(48,061		)
Total Tribune Media Company shareholders’ equity (deficit)	3,217,136			10,256,412			197,146			(10,453,558		)	3,217,136
Noncontrolling interests	—			—			44			—			44
Total shareholders’ equity (deficit)	3,217,136			10,256,412			197,190			(10,453,558		)	3,217,180
Total Liabilities and Shareholders’ Equity (Deficit)	$	13,704,373		$	13,862,385		$	577,317		$	(19,974,747	)	$	8,169,328

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2018
(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	$	(43,982	)	$	227,838		$	(26,461	)	$	—	$	157,395
Investing Activities
Capital expenditures	(2,813		)	(10,836		)	(24		)	—		(13,673		)
Investments	—			(28		)	—			—		(28		)
Sale of partial interest of equity method investment	—			833			—			—		833
Proceeds from sales of real estate and other assets	—			44			—			—		44
Proceeds from the sale of investments	—			3,057			—			—		3,057
Net cash (used in) provided by investing activities	(2,813		)	(6,930		)	(24		)	—		(9,767		)
Financing Activities
Payments of dividends	(21,922		)	—			—			—		(21,922		)
Tax withholdings related to net share settlements of share-based awards	(5,493		)	—			—			—		(5,493		)
Proceeds from stock option exercises	581			—			—			—		581
Change in intercompany receivables and payables and intercompany contributions	193,972			(221,276		)	27,304			—		—
Net cash provided by (used in) financing activities	167,138			(221,276		)	27,304			—		(26,834		)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	120,343			(368		)	819			—		120,794
Cash, cash equivalents and restricted cash, beginning of period	687,868			1,501			1,882			—		691,251
Cash, cash equivalents and restricted cash, end of period	$	808,211		$	1,133		$	2,701		$	—	$	812,045
Cash, Cash Equivalents and Restricted Cash are Comprised of:
Cash and cash equivalents	$	791,604		$	1,133		$	2,701		$	—	$	795,438
Restricted cash	16,607			—			—			—		16,607
Total cash, cash equivalents and restricted cash	$	808,211		$	1,133		$	2,701		$	—	$	812,045

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	)	$	209,514		$	(1,030	)	$	—	$	75,296
Investing Activities
Capital expenditures	(1,413		)	(12,468		)	(753		)	—		(14,634		)
Net proceeds from the sale of business	571,749			(8,168		)	(12,162		)	—		551,419
Proceeds from sales of real estate and other assets	—			44,315			—			—		44,315
Proceeds from sale of investment	4,950			—			—			—		4,950
Net cash provided by (used in) investing activities	575,286			23,679			(12,915		)	—		586,050
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		)
Payments 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, Cash Equivalents and Restricted Cash	(231,681		)	(5,997		)	(9,733		)	—		(247,411		)
Cash, cash equivalents and restricted cash, beginning of period	592,204			7,378			11,616			—		611,198
Cash, cash equivalents and restricted cash, end of period	$	360,523		$	1,381		$	1,883		$	—	$	363,787
Cash, Cash Equivalents and Restricted Cash are Comprised of:
Cash and cash equivalents	$	342,957		$	1,381		$	1,883		$	—	$	346,221
Restricted cash	17,566			—			—			—		17,566
Total cash, cash equivalents and restricted cash	$	360,523		$	1,381		$	1,883		$	—	$	363,787

(1) Excludes the impact of a $54 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor subsidiaries.