Condensed Consolidating Financial Information

3 Months Ended

Mar. 31, 2019

Condensed Financial Information Disclosure [Abstract]

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.

In the fourth quarter of 2018, the Company released certain Subsidiary Guarantors from their guarantees of the Notes upon designating such Subsidiary Guarantors to be unrestricted subsidiaries in accordance with the Indenture. As a result, these subsidiaries became Non-Guarantor Subsidiaries and the operations of these entities were retrospectively reclassified and are now reflected in the Non-Guarantor Subsidiaries column for all periods presented. These reclassifications had no impact on the Company’s historical consolidated results of operations.

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, 2019
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	453,637		$	1,351		$	—		$	454,988
Programming and direct operating expenses	—			218,352			698			—			219,050
Selling, general and administrative	23,573			108,804			885			—			133,262
Depreciation and amortization	1,743			43,370			2,860			—			47,973
Total Operating Expenses	25,316			370,526			4,443			—			400,285
Operating (Loss) Profit	(25,316		)	83,111			(3,092		)	—			54,703
Income (loss) on equity investments, net	—			46,457			(772		)	—			45,685
Interest income	6,246			—			1			—			6,247
Interest expense	(43,615		)	—			—			—			(43,615		)
Pension and other postretirement periodic benefit credit, net	4,630			—			—			—			4,630
Gain on investment transaction	—			—			86,272			—			86,272
Other non-operating items, net	(1,202		)	(1,000		)	(739		)	—			(2,941		)
Intercompany income (charges)	23,578			(23,578		)	—			—			—
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(35,679		)	104,990			81,670			—			150,981
Income tax (benefit) expense	(8,788		)	28,647			17,918			—			37,777
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	140,099			(160		)	—			(139,939		)	—
Net Income (Loss)	$	113,208		$	76,183		$	63,752		$	(139,939	)	$	113,204
Net loss attributable to noncontrolling interests	—			—			4			—			4
Net Income (Loss) attributable to Tribune Media Company	$	113,208		$	76,183		$	63,756		$	(139,939	)	$	113,208
Comprehensive Income (Loss)	$	107,596		$	76,168		$	63,443		$	(139,611	)	$	107,596

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 (loss) on equity investments, net	—			39,358			(221		)	—			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 transaction	—			—			3,888			—			3,888
Other non-operating items, net	(776		)	—			—			—			(776		)
Intercompany income (charges)	12,413			(12,371		)	(42		)	—			—
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(45,280		)	241,428			1,737			—			197,885
Income tax (benefit) expense	(7,555		)	63,850			407			—			56,702
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	178,914			(338		)	—			(178,576		)	—
Net Income (Loss)	$	141,189		$	177,240		$	1,330		$	(178,576	)	$	141,183
Net loss attributable to noncontrolling interests	—			—			6			—			6
Net Income (Loss) attributable to Tribune Media Company	$	141,189		$	177,240		$	1,336		$	(178,576	)	$	141,189
Comprehensive Income (Loss)	$	149,681		$	177,215		$	1,796		$	(179,011	)	$	149,681

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF MARCH 31, 2019
(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	$	1,289,528		$	1,596		$	3,125		$	—		$	1,294,249
Restricted cash and cash equivalents	16,607			—			—			—			16,607
Accounts receivable, net	663			403,777			567			—			405,007
Broadcast rights	—			86,323			1,322			—			87,645
Income taxes receivable	—			17,625			—			—			17,625
Prepaid expenses	13,436			12,313			363			—			26,112
Other	5,804			1,229			526			—			7,559
Total current assets	1,326,038			522,863			5,903			—			1,854,804
Properties
Property, plant and equipment	45,728			561,686			29,494			—			636,908
Accumulated depreciation	(33,663		)	(242,534		)	(1,722		)	—			(277,919		)
Net properties	12,065			319,152			27,772			—			358,989
Investments in subsidiaries	11,056,727			59,328			—			(11,116,055		)	—
Other Assets
Broadcast rights	—			81,783			349			—			82,132
Operating lease right-of-use assets	8,157			143,184			144			—			151,485
Goodwill	—			3,220,300			8,136			—			3,228,436
Other intangible assets, net	—			1,341,225			64,334			—			1,405,559
Assets held for sale	—			60,177			—			—			60,177
Investments	850			1,126,887			8,816			—			1,136,553
Intercompany receivables	3,092,697			6,968,783			1,474,573			(11,536,053		)	—
Other	62,883			137,228			7,727			(65,839		)	141,999
Total other assets	3,164,587			13,079,567			1,564,079			(11,601,892		)	6,206,341
Total Assets	$	15,559,417		$	13,980,910		$	1,597,754		$	(22,717,947	)	$	8,420,134

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF MARCH 31, 2019
(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	$	21,969		$	20,274		$	1,362		$	—		$	43,605
Income taxes payable	—			101,856			—			—			101,856
Contracts payable for broadcast rights	—			218,727			1,528			—			220,255
Deferred revenue	—			11,784			895			—			12,679
Interest payable	14,509			—			—			—			14,509
Operating lease liabilities	1,740			22,455			35			—			24,230
Other	38,798			46,026			879			—			85,703
Total current liabilities	77,016			421,122			4,699			—			502,837
Non-Current Liabilities
Long-term debt	2,927,791			—			—			—			2,927,791
Deferred income taxes	—			581,603			—			(65,839		)	515,764
Contracts payable for broadcast rights	—			201,143			382			—			201,525
Operating lease liabilities	8,593			135,096			109			—			143,798
Intercompany payables	8,534,851			2,285,191			716,011			(11,536,053		)	—
Other obligations	390,776			87,930			23,948			—			502,654
Total non-current liabilities	11,862,011			3,290,963			740,450			(11,601,892		)	4,291,532
Total liabilities	11,939,027			3,712,085			745,149			(11,601,892		)	4,794,369
Shareholders’ Equity (Deficit)
Common stock	102			—			—			—			102
Treasury stock	(632,194		)	—			—			—			(632,194		)
Additional paid-in-capital	4,035,660			8,307,898			913,902			(9,221,800		)	4,035,660
Retained earnings (deficit)	327,401			1,962,172			(66,296		)	(1,895,876		)	327,401
Accumulated other comprehensive (loss) income	(110,579		)	(1,245		)	(376		)	1,621			(110,579		)
Total Tribune Media Company shareholders’ equity (deficit)	3,620,390			10,268,825			847,230			(11,116,055		)	3,620,390
Noncontrolling interests	—			—			5,375			—			5,375
Total shareholders’ equity (deficit)	3,620,390			10,268,825			852,605			(11,116,055		)	3,625,765
Total Liabilities and Shareholders’ Equity (Deficit)	$	15,559,417		$	13,980,910		$	1,597,754		$	(22,717,947	)	$	8,420,134

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 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	$	1,058,961		$	904		$	3,176		$	—		$	1,063,041
Restricted cash and cash equivalents	16,607			—			—			—			16,607
Accounts receivable, net	323			415,836			779			—			416,938
Broadcast rights	—			96,308			1,961			—			98,269
Income taxes receivable	—			23,922			—			—			23,922
Prepaid expenses	6,992			12,139			313			—			19,444
Other	6,201			1,305			3			—			7,509
Total current assets	1,089,084			550,414			6,232			—			1,645,730
Properties
Property, plant and equipment	45,684			612,282			29,411			—			687,377
Accumulated depreciation	(31,920		)	(232,469		)	(1,689		)	—			(266,078		)
Net properties	13,764			379,813			27,722			—			421,299
Investments in subsidiaries	10,899,707			59,488			—			(10,959,195		)	—
Other Assets
Broadcast rights	—			95,482			394			—			95,876
Goodwill	—			3,220,300			8,301			—			3,228,601
Other intangible assets, net	—			1,375,180			67,276			—			1,442,456
Investments	850			1,233,522			30,065			—			1,264,437
Intercompany receivables	2,987,672			6,571,444			1,447,586			(11,006,702		)	—
Other	69,856			141,117			3,229			(61,210		)	152,992
Total other assets	3,058,378			12,637,045			1,556,851			(11,067,912		)	6,184,362
Total Assets	$	15,060,933		$	13,626,760		$	1,590,805		$	(22,027,107	)	$	8,251,391

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 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	$	23,051		$	20,357		$	1,489		$	—		$	44,897
Income taxes payable	—			9,973			—			—			9,973
Contracts payable for broadcast rights	—			230,501			2,186			—			232,687
Deferred revenue	—			11,639			869			—			12,508
Interest payable	30,086			—			—			—			30,086
Other	44,702			76,694			246			—			121,642
Total current liabilities	97,839			349,164			4,790			—			451,793
Non-Current Liabilities
Long-term debt	2,926,083			—			—			—			2,926,083
Deferred income taxes	—			570,933			64,201			(61,210		)	573,924
Contracts payable for broadcast rights	—			232,850			425			—			233,275
Intercompany payables	8,121,544			2,176,908			708,250			(11,006,702		)	—
Other	397,559			121,497			24,163			—			543,219
Total non-current liabilities	11,445,186			3,102,188			797,039			(11,067,912		)	4,276,501
Total Liabilities	11,543,025			3,451,352			801,829			(11,067,912		)	4,728,294
Shareholders’ Equity (Deficit)
Common stock	102			—			—			—			102
Treasury stock	(632,194		)	—			—			—			(632,194		)
Additional paid-in-capital	4,031,233			8,307,898			913,902			(9,221,800		)	4,031,233
Retained (deficit) earnings	223,734			1,868,740			(130,052		)	(1,738,688		)	223,734
Accumulated other comprehensive (loss) income	(104,967		)	(1,230		)	(63		)	1,293			(104,967		)
Total Tribune Media Company shareholders’ equity (deficit)	3,517,908			10,175,408			783,787			(10,959,195		)	3,517,908
Noncontrolling interests	—			—			5,189			—			5,189
Total shareholders’ equity (deficit)	3,517,908			10,175,408			788,976			(10,959,195		)	3,523,097
Total Liabilities and Shareholders’ Equity (Deficit)	$	15,060,933		$	13,626,760		$	1,590,805		$	(22,027,107	)	$	8,251,391

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2019
(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	$	(53,456	)	$	299,681		$	(88,714	)	$	—	$	157,511
Investing Activities
Capital expenditures	(919		)	(12,658		)	199			—		(13,378		)
Spectrum repack reimbursements	—			3,673			—			—		3,673
Proceeds from the sales of investments	—			—			107,500			—		107,500
Other, net	—			(948		)	—			—		(948		)
Net cash (used in) provided by investing activities	(919		)	(9,933		)	107,699			—		96,847
Financing Activities
Payments of dividends	(22,061		)	—			—			—		(22,061		)
Tax withholdings related to net share settlements of share-based awards	(8,288		)	—			—			—		(8,288		)
Proceeds from stock option exercises	7,009			—			—			—		7,009
Contribution from noncontrolling interest	—			—			190			—		190
Change in intercompany receivables and payables and intercompany contributions	308,282			(289,056		)	(19,226		)	—		—
Net cash provided by (used in) financing activities	284,942			(289,056		)	(19,036		)	—		(23,150		)
Net Increase (decrease) in Cash, Cash Equivalents and Restricted Cash	230,567			692			(51		)	—		231,208
Cash, cash equivalents and restricted cash, beginning of period	1,075,568			904			3,176			—		1,079,648
Cash, cash equivalents and restricted cash, end of period	$	1,306,135		$	1,596		$	3,125		$	—	$	1,310,856
Cash, Cash Equivalents and Restricted Cash are Comprised of:
Cash and cash equivalents	$	1,289,528		$	1,596		$	3,125		$	—	$	1,294,249
Restricted cash and cash equivalents	16,607			—			—			—		16,607
Total cash, cash equivalents and restricted cash	$	1,306,135		$	1,596		$	3,125		$	—	$	1,310,856

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	)	$	228,723		$	(27,346	)	$	—	$	157,395
Investing Activities
Capital expenditures	(2,813		)	(10,836		)	(24		)	—		(13,673		)
Proceeds from sales of investments	—			—			3,890			—		3,890
Other	—			16			—			—		16
Net cash (used in) provided by investing activities	(2,813		)	(10,820		)	3,866			—		(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			(218,271		)	24,299			—		—
Net cash provided by (used in) financing activities	167,138			(218,271		)	24,299			—		(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 and cash equivalents	16,607			—			—			—		16,607
Total cash, cash equivalents and restricted cash	$	808,211		$	1,133		$	2,701		$	—	$	812,045