Condensed Consolidating 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 JUNE 30, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 515,819 $ 14,677 $ (4,383 ) $ 526,113 Programming and direct operating expenses — 234,776 6,416 (3,191 ) 238,001 Selling, general and administrative 23,990 144,809 7,425 (1,192 ) 175,032 Depreciation and amortization 2,768 59,094 5,078 — 66,940 Total Operating Expenses 26,758 438,679 18,919 (4,383 ) 479,973 Operating (Loss) Profit (26,758 ) 77,140 (4,242 ) — 46,140 (Loss) income on equity investments, net (678 ) 44,984 — — 44,306 Interest and dividend income 217 12 12 — 241 Interest expense (41,688 ) — (219 ) — (41,907 ) Other non-operating items (441 ) — — — (441 ) Intercompany interest income (expense) 440 (440 ) — — — Intercompany income (charges) 23,760 (23,704 ) (56 ) — — (Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (45,148 ) 97,992 (4,505 ) — 48,339 Income tax expense 57,745 47,813 104,344 — 209,902 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes (58,670 ) (1,741 ) — 60,411 — Net (Loss) Income $ (161,563 ) $ 48,438 $ (108,849 ) $ 60,411 $ (161,563 ) Comprehensive (Loss) Income $ (160,752 ) $ 46,636 $ (111,221 ) $ 64,585 $ (160,752 ) TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED JUNE 30, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 493,937 $ 12,670 $ (5,083 ) $ 501,524 Programming and direct operating expenses — 248,967 5,448 (4,200 ) 250,215 Selling, general and administrative 25,249 133,482 7,274 (883 ) 165,122 Depreciation and amortization 1,299 60,496 4,608 — 66,403 Total Operating Expenses 26,548 442,945 17,330 (5,083 ) 481,740 Operating (Loss) Profit (26,548 ) 50,992 (4,660 ) — 19,784 Income on equity investments, net — 45,913 — — 45,913 Interest and dividend income — 25 18 — 43 Interest expense (40,102 ) — (272 ) — (40,374 ) Loss on extinguishment of debt (37,040 ) — — — (37,040 ) Gain on investment transaction, net 1 8,132 — — 8,133 Other non-operating items (417 ) — — — (417 ) 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 (78,602 ) 79,647 (5,003 ) — (3,958 ) Income tax (benefit) expense (29,782 ) 30,125 (1,036 ) — (693 ) Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 45,555 (1,387 ) — (44,168 ) — Net (Loss) Income $ (3,265 ) $ 48,135 $ (3,967 ) $ (44,168 ) $ (3,265 ) Comprehensive (Loss) Income $ (6,328 ) $ 49,268 $ (4,237 ) $ (45,031 ) $ (6,328 ) TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) SIX MONTHS ENDED JUNE 30, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,024,264 $ 31,154 $ (8,790 ) $ 1,046,628 Programming and direct operating expenses — 470,642 11,791 (6,189 ) 476,244 Selling, general and administrative 49,419 302,063 14,491 (2,601 ) 363,372 Depreciation and amortization 5,337 118,245 10,074 — 133,656 Total Operating Expenses 54,756 890,950 36,356 (8,790 ) 973,272 Operating (Loss) Profit (54,756 ) 133,314 (5,202 ) — 73,356 (Loss) income on equity investments, net (1,398 ) 83,956 — — 82,558 Interest and dividend income 308 53 25 — 386 Interest expense (83,402 ) — (481 ) — (83,883 ) Other non-operating items (379 ) — — — (379 ) Intercompany interest income (expense) 878 (878 ) — — — Intercompany income (charges) 47,522 (47,410 ) (112 ) — — (Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (91,227 ) 169,035 (5,770 ) — 72,038 Income tax expense 39,785 79,156 103,567 — 222,508 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes (19,458 ) (806 ) — 20,264 — Net (Loss) Income $ (150,470 ) $ 89,073 $ (109,337 ) $ 20,264 $ (150,470 ) Comprehensive (Loss) Income $ (146,022 ) $ 87,375 $ (107,772 ) $ 20,397 $ (146,022 ) TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) SIX MONTHS ENDED JUNE 30, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 957,478 $ 27,504 $ (10,721 ) $ 974,261 Programming and direct operating expenses — 438,655 14,675 (6,611 ) 446,719 Selling, general and administrative 49,189 258,204 12,312 (4,110 ) 315,595 Depreciation and amortization 2,468 120,288 8,472 — 131,228 Total Operating Expenses 51,657 817,147 35,459 (10,721 ) 893,542 Operating (Loss) Profit (51,657 ) 140,331 (7,955 ) — 80,719 Income on equity investments, net — 82,847 — — 82,847 Interest and dividend income 300 51 59 — 410 Interest expense (79,025 ) (5 ) (556 ) — (79,586 ) Loss on extinguishment of debt (37,040 ) — — — (37,040 ) Gain on investment transaction, net 688 8,132 — — 8,820 Other non-operating items (1,343 ) (66 ) — — (1,409 ) Intercompany interest income (expense) 878 (878 ) — — — Intercompany income (charges) 50,130 (49,952 ) (178 ) — — (Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (117,069 ) 180,460 (8,630 ) — 54,761 Income tax (benefit) expense (44,904 ) 70,017 (3,504 ) — 21,609 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 105,317 (2,711 ) — (102,606 ) — Net Income (Loss) $ 33,152 $ 107,732 $ (5,126 ) $ (102,606 ) $ 33,152 Comprehensive Income (Loss) $ 23,754 $ 107,000 $ (8,922 ) $ (98,078 ) $ 23,754 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF JUNE 30, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 345,111 $ 9,959 $ 11,570 $ — $ 366,640 Restricted cash and cash equivalents 17,579 — — — 17,579 Accounts receivable, net 289 436,121 11,554 — 447,964 Broadcast rights — 139,444 834 — 140,278 Income taxes receivable — 21,824 161 — 21,985 Prepaid expenses 14,279 16,483 4,727 — 35,489 Other 5,851 3,033 499 — 9,383 Total current assets 383,109 626,864 29,345 — 1,039,318 Properties Property, plant and equipment 52,968 534,158 110,893 — 698,019 Accumulated depreciation (15,944 ) (160,268 ) (6,784 ) — (182,996 ) Net properties 37,024 373,890 104,109 — 515,023 Investments in subsidiaries 10,296,365 103,627 — (10,399,992 ) — Other Assets Broadcast rights — 163,271 18 — 163,289 Goodwill — 3,508,718 53,868 — 3,562,586 Other intangible assets, net — 2,000,420 141,218 — 2,141,638 Assets held for sale — 295,542 — — 295,542 Investments 19,474 1,615,585 17,895 — 1,652,954 Intercompany receivables 1,917,846 4,764,886 455,599 (7,138,331 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 106,343 88,410 5,854 (104,289 ) 96,318 Total other assets 2,070,663 12,436,832 674,452 (7,269,620 ) 7,912,327 Total Assets $ 12,787,161 $ 13,541,213 $ 807,906 $ (17,669,612 ) $ 9,466,668 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF JUNE 30, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 31,531 $ 26,648 $ 3,424 $ — $ 61,603 Debt due within one year 15,909 — 3,995 — 19,904 Income taxes payable — 7,617 1,094 — 8,711 Income tax reserves (Note 9) — — 125,400 — 125,400 Contracts payable for broadcast rights — 192,780 1,071 — 193,851 Deferred revenue — 35,336 3,961 — 39,297 Interest payable 30,055 — 2 — 30,057 Other 39,002 67,751 7,650 — 114,403 Total current liabilities 116,497 330,132 146,597 — 593,226 Non-Current Liabilities Long-term debt 3,387,336 — 12,770 — 3,400,106 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 995,568 152,539 (104,289 ) 1,043,818 Contracts payable for broadcast rights — 318,555 20 — 318,575 Contract intangible liability, net — 5,100 — — 5,100 Intercompany payables 5,237,502 1,661,323 239,506 (7,138,331 ) — Other 467,533 52,507 1,873 — 521,913 Total non-current liabilities 9,092,371 3,060,053 406,708 (7,269,620 ) 5,289,512 Total liabilities 9,208,868 3,390,185 553,305 (7,269,620 ) 5,882,738 Shareholders’ Equity (Deficit) Common stock 157 — — — 157 Treasury stock (469,380 ) — — — (469,380 ) Additional paid-in-capital 4,586,905 9,486,179 289,818 (9,775,997 ) 4,586,905 Retained (deficit) earnings (472,821 ) 672,851 (31,840 ) (641,011 ) (472,821 ) Accumulated other comprehensive (loss) income (66,568 ) (8,002 ) (9,014 ) 17,016 (66,568 ) Total Tribune Media Company shareholders’ equity (deficit) 3,578,293 10,151,028 248,964 (10,399,992 ) 3,578,293 Noncontrolling interests — — 5,637 — 5,637 Total shareholders’ equity (deficit) 3,578,293 10,151,028 254,601 (10,399,992 ) 3,583,930 Total Liabilities and Shareholders’ Equity (Deficit) $ 12,787,161 $ 13,541,213 $ 807,906 $ (17,669,612 ) $ 9,466,668 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS 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 (1) 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 (1) 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 (1) 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 SIX MONTHS ENDED JUNE 30, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (39,775 ) $ 283,808 $ (2,714 ) $ — $ 241,319 Investing Activities Capital expenditures (7,094 ) (24,830 ) (3,507 ) — (35,431 ) Transfers from restricted cash — 297 — — 297 Investments (850 ) (101 ) (2,500 ) — (3,451 ) Intercompany dividend 3,326 — — (3,326 ) — Proceeds from sales of real estate and other assets — 33,021 681 — 33,702 Net cash (used in) provided by investing activities (4,618 ) 8,387 (5,326 ) (3,326 ) (4,883 ) Financing Activities Repayments of long-term debt (11,896 ) — (2,024 ) — (13,920 ) Long-term debt issuance costs (784 ) — — — (784 ) Payment of dividends (46,174 ) — — — (46,174 ) Settlement of contingent consideration — (750 ) — — (750 ) Common stock repurchases (66,548 ) — — — (66,548 ) Tax withholdings related to net share settlements of share-based awards (4,377 ) — — — (4,377 ) Contributions from noncontrolling interests — — 113 — 113 Intercompany dividend — (3,326 ) — 3,326 — Change in intercompany receivables and payables (1) 283,775 (291,214 ) 7,439 — — Net cash provided by (used in) financing activities 153,996 (295,290 ) 5,528 3,326 (132,440 ) Net Increase (Decrease) in Cash and Cash Equivalents 109,603 (3,095 ) (2,512 ) — 103,996 Cash and cash equivalents, beginning of year 235,508 13,054 14,082 — 262,644 Cash and cash equivalents, end of year $ 345,111 $ 9,959 $ 11,570 $ — $ 366,640 (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 SIX MONTHS ENDED JUNE 30, 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 $ (29,465 ) $ (31,963 ) $ (14,950 ) $ — $ (76,378 ) Investing Activities Capital expenditures (13,935 ) (23,129 ) (1,653 ) — (38,717 ) Acquisitions, net of cash acquired — (109 ) (69,865 ) — (69,974 ) Investments — (411 ) (2,500 ) — (2,911 ) Proceeds from sales of real estate and other assets — 13,750 — — 13,750 Net cash used in investing activities (13,935 ) (9,899 ) (74,018 ) — (97,852 ) Financing Activities Long-term borrowings 1,100,000 — — — 1,100,000 Repayments of long-term debt (1,097,250 ) (54 ) (3,038 ) — (1,100,342 ) Long-term debt issuance costs (20,207 ) — — — (20,207 ) Payments of dividends (672,744 ) — — — (672,744 ) Common stock repurchases (181,276 ) — — — (181,276 ) Change in excess tax benefits from stock-based awards (532 ) — — — (532 ) Tax withholdings related to net share settlements of share-based awards (3,831 ) — — — (3,831 ) Proceeds from stock option exercises 166 — — — 166 Contributions from noncontrolling interest — — 1,324 — 1,324 Change in intercompany receivables and payables (124,585 ) 33,582 91,003 — — Net cash (used in) provided by financing activities (1,000,259 ) 33,528 89,289 — (877,442 ) Net Increase (Decrease) in Cash and Cash Equivalents (1,043,659 ) (8,334 ) 321 — (1,051,672 ) Cash and cash equivalents, beginning of year 1,433,388 12,204 9,591 — 1,455,183 Cash and cash equivalents, end of year $ 389,729 $ 3,870 $ 9,912 $ — $ 403,511 |