NOTE 13: EARNINGS PER SHARE

The Company computes earnings (loss) per common share (“EPS”) from continuing operations, discontinued operations and net earnings (loss) 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 September 30, 2018, there were 57,567 DEUs outstanding, which will vest at the time that the underlying RSU or PSU vests.

The Company computes basic EPS by dividing net income (loss) from continuing operations, income (loss) from discontinued operations, and net income (loss) 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 net income (loss) from continuing operations, income (loss) from discontinued operations, and net income (loss) attributable to Tribune Media Company, 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 each of the three and nine months ended September 30, 2018, 30,551 of the weighted-average Warrants outstanding have been excluded from the below table. For the three and nine months ended September 30, 2017, 64,751 and 83,493, 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):



	Three Months Ended					Nine Months Ended
	September 30, 2018		September 30, 2017			September 30, 2018		September 30, 2017
EPS numerator:
Income (loss) from continuing operations	$	54,076	$	(18,687	)	$	279,697	$	(149,722	)
Net loss from continuing operations attributable to noncontrolling interests	23		—			33		—
Net income (loss) from continuing operations attributable to Tribune Media Company	54,099		(18,687		)	279,730		(149,722		)
Less: Dividends distributed to Warrants	8		14			23		60
Less: Undistributed earnings allocated to Warrants	11		—			75		—
Income (loss) from continuing operations attributable to Tribune Media Company’s common shareholders for basic EPS	$	54,080	$	(18,701	)	$	279,632	$	(149,782	)
Add: Undistributed earnings allocated to dilutive securities	—		—			1		—
Income (loss) from continuing operations attributable to Tribune Media Company’s common shareholders for diluted EPS	$	54,080	$	(18,701	)	$	279,633	$	(149,782	)

Income from discontinued operations, as reported	$	—	$	—		$	—	$	15,039

Net income (loss) attributable to Tribune Media Company’s common shareholders for basic EPS	$	54,080	$	(18,701	)	$	279,632	$	(134,743	)
Net income (loss) attributable to Tribune Media Company’s common shareholders for diluted EPS	$	54,080	$	(18,701	)	$	279,633	$	(134,743	)

EPS denominator:
Weighted average shares outstanding - basic	87,640		87,257			87,584		86,984
Impact of dilutive securities	568		—			741		—
Weighted average shares outstanding - diluted	88,208		87,257			88,325		86,984

Basic Earnings (Loss) Per Common Share Attributable to Tribune Media Company from:
Continuing Operations	$	0.62	$	(0.21	)	$	3.19	$	(1.72	)
Discontinued Operations	—		—			—		0.17
Net Earnings (Loss) Per Common Share	$	0.62	$	(0.21	)	$	3.19	$	(1.55	)

Diluted Earnings (Loss) Per Common Share Attributable to Tribune Media Company from:
Continuing Operations	$	0.61	$	(0.21	)	$	3.17	$	(1.72	)
Discontinued Operations	—		—			—		0.17
Net Earnings (Loss) Per Common Share	$	0.61	$	(0.21	)	$	3.17	$	(1.55	)

Because of their anti-dilutive effect, 2,219,623 and 1,290,175 common share equivalents, comprised of NSOs, PSUs, and RSUs, have been excluded from the diluted EPS calculation for the three and nine months ended September 30, 2018, respectively. Since the Company was in a net loss position for the three and nine months ended September 30, 2017, there was no difference between the number of shares used to calculate basic and diluted loss per share. Because of their anti-dilutive effect, 2,102,827 and 3,036,885 common share equivalents, comprised of NSOs, PSUs, Supplemental PSUs and RSUs, have been excluded from the diluted EPS calculation for the three and nine months ended September 30, 2017, respectively.