Condensed Consolidated Financial Statements | NOTE 17: CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Company is the Issuer of the registered debt (see Note 6 ) and such debt is guaranteed by the 100% owned, domestic 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. In lieu of providing separate audited financial statements for the Subsidiary Guarantors, the Company has included the accompanying condensed consolidating financial statements in accordance with the requirements of Rule 3-10(f) of SEC Regulation S-X. The following Condensed Consolidating Financial Statements present the Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive (Loss) Income 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 COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED MARCH 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 508,445 $ 16,477 $ (4,407 ) $ 520,515 Programming and direct operating expenses — 235,866 5,375 (2,998 ) 238,243 Selling, general and administrative 25,429 157,254 7,066 (1,409 ) 188,340 Depreciation and amortization 2,569 59,151 4,996 — 66,716 Total Operating Expenses 27,998 452,271 17,437 (4,407 ) 493,299 Operating (Loss) Profit (27,998 ) 56,174 (960 ) — 27,216 (Loss) income on equity investments, net (720 ) 38,972 — — 38,252 Interest and dividend income 91 41 13 — 145 Interest expense (41,714 ) — (262 ) — (41,976 ) Other non-operating items 62 — — — 62 Intercompany interest income (expense) 438 (438 ) — — — Intercompany income (charges) 23,762 (23,706 ) (56 ) — — (Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (46,079 ) 71,043 (1,265 ) — 23,699 Income tax (benefit) expense (17,960 ) 31,343 (777 ) — 12,606 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 39,212 936 — (40,148 ) — 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 COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED MARCH 29, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 463,541 $ 14,834 $ (5,638 ) $ 472,737 Programming and direct operating expenses — 189,688 9,227 (2,411 ) 196,504 Selling, general and administrative 23,940 124,722 5,038 (3,227 ) 150,473 Depreciation and amortization 1,169 59,792 3,864 — 64,825 Total Operating Expenses 25,109 374,202 18,129 (5,638 ) 411,802 Operating (Loss) Profit (25,109 ) 89,339 (3,295 ) — 60,935 Income on equity investments, net — 36,934 — — 36,934 Interest and dividend income 300 26 41 — 367 Interest expense (38,923 ) (5 ) (284 ) — (39,212 ) Gain on investment transaction, net 687 — — — 687 Other non-operating items (926 ) (66 ) — — (992 ) Intercompany interest income (expense) 439 (439 ) — — — Intercompany income (charges) 25,065 (24,976 ) (89 ) — — (Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (38,467 ) 100,813 (3,627 ) — 58,719 Income tax (benefit) expense (15,122 ) 39,892 (2,468 ) — 22,302 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 59,762 (1,324 ) — (58,438 ) — Net Income (Loss) $ 36,417 $ 59,597 $ (1,159 ) $ (58,438 ) $ 36,417 Comprehensive Income (Loss) $ 30,082 $ 57,732 $ (4,685 ) $ (53,047 ) $ 30,082 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF MARCH 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 300,466 $ 10,161 $ 14,009 $ — $ 324,636 Restricted cash and cash equivalents 17,579 — — — 17,579 Accounts receivable, net 871 421,145 11,867 — 433,883 Broadcast rights — 156,587 1,732 — 158,319 Income taxes receivable — 28,974 179 — 29,153 Prepaid expenses 13,688 26,709 2,425 — 42,822 Other 22,276 3,811 305 — 26,392 Total current assets 354,880 647,387 30,517 — 1,032,784 Properties Property, plant and equipment 50,300 540,845 109,168 — 700,313 Accumulated depreciation (13,176 ) (145,183 ) (6,189 ) — (164,548 ) Net properties 37,124 395,662 102,979 — 535,765 Investments in subsidiaries 10,359,278 105,303 — (10,464,581 ) — Other Assets Broadcast rights — 186,548 32 — 186,580 Goodwill — 3,508,718 54,939 — 3,563,657 Other intangible assets, net — 2,045,695 146,736 — 2,192,431 Assets held for sale — 313,235 — — 313,235 Investments 16,984 1,608,912 15,395 — 1,641,291 Intercompany receivables 1,603,188 4,510,471 451,058 (6,564,717 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 182,572 99,673 5,983 (180,449 ) 107,779 Total other assets 1,829,744 12,273,252 674,143 (6,772,166 ) 8,004,973 Total Assets $ 12,581,026 $ 13,421,604 $ 807,639 $ (17,236,747 ) $ 9,573,522 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF MARCH 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 31,616 $ 32,780 $ 3,302 $ — $ 67,698 Debt due within one year 15,902 — 3,992 — 19,894 Income taxes payable — 2,730 1,468 — 4,198 Contracts payable for broadcast rights — 204,276 2,007 — 206,283 Deferred revenue — 37,154 3,550 — 40,704 Interest payable 13,899 — 2 — 13,901 Other 35,809 75,273 6,292 — 117,374 Total current liabilities 97,226 352,213 20,613 — 470,052 Non-Current Liabilities Long-term debt 3,390,792 — 13,770 — 3,404,562 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 992,605 173,810 (180,449 ) 985,966 Contracts payable for broadcast rights — 349,750 38 — 349,788 Contract intangible liability, net — 9,436 — — 9,436 Intercompany payables 4,804,029 1,528,799 231,889 (6,564,717 ) — Other 479,665 55,540 3,675 — 538,880 Total non-current liabilities 8,674,486 2,963,130 423,182 (6,772,166 ) 5,288,632 Total liabilities 8,771,712 3,315,343 443,795 (6,772,166 ) 5,758,684 Shareholders’ Equity (Deficit) Common stock 100 — — — 100 Treasury stock (412,892 ) — — — (412,892 ) Additional paid-in-capital 4,600,743 9,488,052 287,950 (9,776,002 ) 4,600,743 Retained earnings (deficit) (311,258 ) 624,410 77,012 (701,422 ) (311,258 ) Accumulated other comprehensive (loss) income (67,379 ) (6,201 ) (6,642 ) 12,843 (67,379 ) Total Tribune Media Company shareholders’ equity (deficit) 3,809,314 10,106,261 358,320 (10,464,581 ) 3,809,314 Noncontrolling interests — — 5,524 — 5,524 Total shareholders’ equity (deficit) 3,809,314 10,106,261 363,844 (10,464,581 ) 3,814,838 Total Liabilities and Shareholders’ Equity (Deficit) $ 12,581,026 $ 13,421,604 $ 807,639 $ (17,236,747 ) $ 9,573,522 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (1) AS OF DECEMBER 31, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 235,508 $ 13,054 $ 14,082 $ — $ 262,644 Restricted cash and cash equivalents 17,595 — — — 17,595 Accounts receivable, net 672 452,722 13,234 — 466,628 Broadcast rights — 157,538 2,702 — 160,240 Income taxes receivable — 42,816 22 — 42,838 Prepaid expenses 16,747 44,817 1,773 — 63,337 Other 4,494 3,818 351 — 8,663 Total current assets 275,016 714,765 32,164 — 1,021,945 Properties Property, plant and equipment 47,909 662,094 108,655 — 818,658 Accumulated depreciation (10,607 ) (144,089 ) (6,105 ) — (160,801 ) Net properties 37,302 518,005 102,550 — 657,857 Investments in subsidiaries 10,374,921 104,432 — (10,479,353 ) — Other Assets Broadcast rights — 203,376 46 — 203,422 Goodwill — 3,508,718 53,094 — 3,561,812 Other intangible assets, net — 2,091,010 149,189 — 2,240,199 Assets held for sale — 206,422 — — 206,422 Investments 18,276 1,659,029 15,395 — 1,692,700 Intercompany receivables 1,560,781 4,265,957 331,873 (6,158,611 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 189,517 117,124 5,167 (187,302 ) 124,506 Total other assets 1,795,574 12,051,636 554,764 (6,372,913 ) 8,029,061 Total Assets $ 12,482,813 $ 13,388,838 $ 689,478 $ (16,852,266 ) $ 9,708,863 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES AS OF DECEMBER 31, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 29,587 $ 24,153 $ 6,654 $ — $ 60,394 Debt due within one year 15,874 — 3,988 — 19,862 Income taxes payable — 2,700 758 — 3,458 Contracts payable for broadcast rights — 233,660 3,016 — 236,676 Deferred revenue — 39,654 5,067 — 44,721 Interest payable 33,826 — 2 — 33,828 Other 44,615 91,384 5,862 — 141,861 Total current liabilities 123,902 391,551 25,347 — 540,800 Non-Current Liabilities Long-term debt 3,394,753 — 14,736 — 3,409,489 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 994,083 177,251 (187,302 ) 984,032 Contracts payable for broadcast rights — 385,052 55 — 385,107 Contract intangible liability, net — 13,772 — — 13,772 Intercompany payables 4,652,289 1,397,981 108,341 (6,158,611 ) — Other 485,671 55,779 2,491 — 543,941 Total non-current liabilities 8,532,713 2,873,667 302,874 (6,372,913 ) 5,336,341 Total Liabilities 8,656,615 3,265,218 328,221 (6,372,913 ) 5,877,141 Shareholders’ Equity (Deficit) Common stock 100 — — — 100 Treasury stock (400,153 ) — — — (400,153 ) Additional paid-in-capital 4,619,618 9,529,071 288,814 (9,817,885 ) 4,619,618 Retained (deficit) earnings (322,351 ) 600,853 77,498 (678,351 ) (322,351 ) Accumulated other comprehensive (loss) income (71,016 ) (6,304 ) (10,579 ) 16,883 (71,016 ) Total Tribune Media Company shareholders’ equity (deficit) 3,826,198 10,123,620 355,733 (10,479,353 ) 3,826,198 Noncontrolling interests — — 5,524 — 5,524 Total shareholders’ equity (deficit) 3,826,198 10,123,620 361,257 (10,479,353 ) 3,831,722 Total Liabilities and Shareholders’ Equity (Deficit) $ 12,482,813 $ 13,388,838 $ 689,478 $ (16,852,266 ) $ 9,708,863 (1) December 31, 2015 balances have been reclassified to present debt issuance costs as a direct deduction from the carrying amount of an associated debt liability in accordance with ASU 2015-03. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2016 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 ) Transfers from restricted cash — 4 — — 4 Investments — (88 ) — — (88 ) Intercompany dividend 3,326 — — (3,326 ) — Proceeds from sales of real estate and other assets — 805 681 — 1,486 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 ) Payment 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 dividend — (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. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 29, 2015 (In thousands of dollars) Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash used in operating activities $ (20,111 ) $ (69,753 ) $ (4,442 ) $ — $ (94,306 ) Investing Activities Capital expenditures (6,157 ) (9,739 ) (403 ) — (16,299 ) Acquisitions, net of cash acquired — (109 ) — — (109 ) Investments — (411 ) — — (411 ) Proceeds from sales of real estate and other assets — 5,617 — — 5,617 Net cash used in investing activities (6,157 ) (4,642 ) (403 ) — (11,202 ) Financing Activities Repayments of long-term debt — (54 ) (1,013 ) — (1,067 ) Common stock repurchases (172,777 ) — — — (172,777 ) Change in excess tax benefits from stock-based awards (402 ) — — — (402 ) Tax withholdings related to net share settlements of share-based awards (3,618 ) — — — (3,618 ) Proceeds from stock option exercises 19 — — — 19 Change in intercompany receivables and payables (78,930 ) 73,139 5,791 — — Net cash (used in) provided by financing activities (255,708 ) 73,085 4,778 — (177,845 ) Net Increase (Decrease) in Cash and Cash Equivalents (281,976 ) (1,310 ) (67 ) — (283,353 ) Cash and cash equivalents, beginning of year 1,433,388 12,204 9,591 — 1,455,183 Cash and cash equivalents, end of year $ 1,151,412 $ 10,894 $ 9,524 $ — $ 1,171,830 |