Condensed Consolidating Financial Information | NOTE 17: 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”) 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. 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 COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED MARCH 31, 2017 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 32,967 126,089 803 — 159,859 Depreciation and amortization 2,948 49,162 3,120 — 55,230 Total Operating Expenses 35,915 414,483 4,744 — 455,142 Operating (Loss) Profit (35,915 ) 23,004 (2,321 ) — (15,232 ) (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 ) 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 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 $ — $ 465,970 $ 2,502 $ — $ 468,472 Programming and direct operating expenses — 220,527 1,212 — 221,739 Selling, general and administrative 25,429 134,386 819 — 160,634 Depreciation and amortization 2,569 50,358 3,180 — 56,107 Total Operating Expenses 27,998 405,271 5,211 — 438,480 Operating (Loss) Profit (27,998 ) 60,699 (2,709 ) — 29,992 (Loss) income on equity investments, net (720 ) 38,972 — — 38,252 Interest and dividend income 91 41 — — 132 Interest expense (37,894 ) — (247 ) — (38,141 ) Other non-operating items 62 — — — 62 Intercompany income (charges) 21,992 (21,936 ) (56 ) — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (44,467 ) 77,776 (3,012 ) — 30,297 Income tax (benefit) expense (17,324 ) 33,660 (1,141 ) — 15,195 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 42,245 (749 ) — (41,496 ) — Income (Loss) from Continuing Operations $ 15,102 $ 43,367 $ (1,871 ) $ (41,496 ) $ 15,102 (Loss) Income from Discontinued Operations, net of taxes (4,009 ) (2,731 ) 1,383 1,348 (4,009 ) 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 CONDENSED CONSOLIDATING BALANCE SHEETS AS OF MARCH 31, 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 342,957 $ 1,381 $ 1,883 $ — $ 346,221 Restricted cash and cash equivalents 17,566 — — — 17,566 Accounts receivable, net 1,184 382,795 588 — 384,567 Broadcast rights — 135,533 1,648 — 137,181 Income taxes receivable — 7,897 — — 7,897 Prepaid expenses 9,313 22,544 227 — 32,084 Other 9,716 1,822 — — 11,538 Total current assets 380,736 551,972 4,346 — 937,054 Properties Property, plant and equipment 55,762 521,699 109,076 — 686,537 Accumulated depreciation (24,412 ) (167,368 ) (6,345 ) — (198,125 ) Net properties 31,350 354,331 102,731 — 488,412 Investments in subsidiaries 9,962,162 56,249 — (10,018,411 ) — Other Assets Broadcast rights — 148,768 64 — 148,832 Goodwill — 3,220,300 7,747 — 3,228,047 Other intangible assets, net — 1,690,765 86,595 — 1,777,360 Assets held for sale — 16,356 — — 16,356 Investments 13,453 1,442,162 17,895 — 1,473,510 Intercompany receivables 2,282,927 5,810,551 352,870 (8,446,348 ) — Other 124,675 75,549 2,823 (120,637 ) 82,410 Total other assets 2,421,055 12,404,451 467,994 (8,566,985 ) 6,726,515 Total Assets $ 12,795,303 $ 13,367,003 $ 575,071 $ (18,585,396 ) $ 8,151,981 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF MARCH 31, 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 25,182 $ 22,826 $ 1,531 $ — $ 49,539 Debt due within one year 13,870 — 4,006 — 17,876 Income taxes payable — 97,137 (3 ) — 97,134 Contracts payable for broadcast rights — 218,178 1,846 — 220,024 Deferred revenue — 11,923 107 — 12,030 Interest payable 13,871 — 2 — 13,873 Other 37,274 49,289 282 — 86,845 Total current liabilities 90,197 399,353 7,771 — 497,321 Non-Current Liabilities Long-term debt 3,004,633 — 9,764 — 3,014,397 Deferred income taxes — 823,944 158,183 (120,637 ) 861,490 Contracts payable for broadcast rights — 292,198 66 — 292,264 Intercompany payables 6,282,611 1,910,337 253,400 (8,446,348 ) — Other 466,211 62,710 20 — 528,941 Total non-current liabilities 9,753,455 3,089,189 421,433 (8,566,985 ) 4,697,092 Total liabilities 9,843,652 3,488,542 429,204 (8,566,985 ) 5,194,413 Shareholders’ Equity (Deficit) Common stock 101 — — — 101 Treasury stock (632,194 ) — — — (632,194 ) Additional paid-in-capital 4,051,836 9,037,427 200,304 (9,237,731 ) 4,051,836 Retained (deficit) earnings (393,953 ) 847,858 (59,327 ) (788,531 ) (393,953 ) Accumulated other comprehensive (loss) income (74,139 ) (6,824 ) (1,027 ) 7,851 (74,139 ) Total Tribune Media Company shareholders’ equity (deficit) 2,951,651 9,878,461 139,950 (10,018,411 ) 2,951,651 Noncontrolling interests — — 5,917 — 5,917 Total shareholders’ equity (deficit) 2,951,651 9,878,461 145,867 (10,018,411 ) 2,957,568 Total Liabilities and Shareholders’ Equity (Deficit) $ 12,795,303 $ 13,367,003 $ 575,071 $ (18,585,396 ) $ 8,151,981 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 574,638 $ 720 $ 2,300 $ — $ 577,658 Restricted cash and cash equivalents 17,566 — — — 17,566 Accounts receivable, net 198 428,254 660 — 429,112 Broadcast rights — 155,266 2,551 — 157,817 Income taxes receivable — 9,056 — — 9,056 Current assets of discontinued operations — 37,300 25,305 — 62,605 Prepaid expenses 11,640 24,074 148 — 35,862 Other 4,894 1,729 1 — 6,624 Total current assets 608,936 656,399 30,965 — 1,296,300 Properties Property, plant and equipment 55,529 547,601 107,938 — 711,068 Accumulated depreciation (21,635 ) (159,472 ) (6,041 ) — (187,148 ) Net properties 33,894 388,129 101,897 — 523,920 Investments in subsidiaries 10,502,544 106,486 — (10,609,030 ) — Other Assets Broadcast rights — 153,374 83 — 153,457 Goodwill — 3,220,300 7,630 — 3,227,930 Other intangible assets, net — 1,729,829 89,305 — 1,819,134 Non-current assets of discontinued operations — 514,200 93,953 — 608,153 Assets held for sale — 17,176 — — 17,176 Investments 19,079 1,637,909 17,895 — 1,674,883 Intercompany receivables 2,326,261 5,547,542 358,834 (8,232,637 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 51,479 75,191 2,707 (49,279 ) 80,098 Total other assets 2,423,819 12,895,521 570,407 (8,308,916 ) 7,580,831 Total Assets $ 13,569,193 $ 14,046,535 $ 703,269 $ (18,917,946 ) $ 9,401,051 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES AS OF DECEMBER 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 $ 29,827 $ 29,703 $ 1,023 $ — $ 60,553 Debt due within one year 15,921 — 4,003 — 19,924 Income taxes payable — 21,130 36 — 21,166 Contracts payable for broadcast rights — 238,497 2,758 — 241,255 Deferred revenue — 13,593 97 — 13,690 Interest payable 30,301 — 4 — 30,305 Current liabilities of discontinued operations — 44,763 9,521 — 54,284 Other 38,867 70,589 220 — 109,676 Total current liabilities 114,916 418,275 17,662 — 550,853 Non-Current Liabilities Long-term debt 3,380,860 — 10,767 — 3,391,627 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 871,923 161,604 (49,279 ) 984,248 Contracts payable for broadcast rights — 314,755 85 — 314,840 Intercompany payables 6,065,424 1,912,259 254,954 (8,232,637 ) — Other 468,227 50,239 20 — 518,486 Non-current liabilities of discontinued operations — 86,517 8,797 — 95,314 Total non-current liabilities 9,914,511 3,262,693 436,227 (8,308,916 ) 5,304,515 Total Liabilities 10,029,427 3,680,968 453,889 (8,308,916 ) 5,855,368 Shareholders’ Equity (Deficit) Common stock 100 — — — 100 Treasury stock (632,207 ) — — — (632,207 ) Additional paid-in-capital 4,561,760 9,486,179 289,818 (9,775,997 ) 4,561,760 Retained (deficit) earnings (308,105 ) 888,088 (33,961 ) (854,127 ) (308,105 ) Accumulated other comprehensive (loss) income (81,782 ) (8,700 ) (12,394 ) 21,094 (81,782 ) Total Tribune Media Company shareholders’ equity (deficit) 3,539,766 10,365,567 243,463 (10,609,030 ) 3,539,766 Noncontrolling interests — — 5,917 — 5,917 Total shareholders’ equity (deficit) 3,539,766 10,365,567 249,380 (10,609,030 ) 3,545,683 Total Liabilities and Shareholders’ Equity (Deficit) $ 13,569,193 $ 14,046,535 $ 703,269 $ (18,917,946 ) $ 9,401,051 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (133,188 ) $ 209,446 $ (1,045 ) $ — $ 75,213 Investing Activities Capital expenditures (1,413 ) (12,468 ) (753 ) — (14,634 ) Net proceeds from the sale of business 571,749 (5,249 ) (11,775 ) — 554,725 Proceeds from sales of real estate and other assets — 44,315 — — 44,315 Proceeds from the sale of investment 4,950 — — — 4,950 Net cash provided by (used in) investing activities 575,286 26,598 (12,528 ) — 589,356 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 ) Payment 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 and Cash Equivalents (231,681 ) (3,146 ) (9,361 ) — (244,188 ) Cash and cash equivalents, beginning of year 574,638 4,527 11,244 — 590,409 Cash and cash equivalents, end of year $ 342,957 $ 1,381 $ 1,883 $ — $ 346,221 (1) Excludes the impact of a $54 million non-cash settlement of intercompany balances upon the sale of certain Guarantor and Non-Guarantor subsidiaries included in the Gracenote Sale. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2016 (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 $ (56,143 ) $ 181,150 $ (2,708 ) $ — $ 122,299 Investing Activities Capital expenditures (4,336 ) (12,115 ) (1,397 ) — (17,848 ) Investments — (88 ) — — (88 ) Proceeds from sales of real estate and other assets — 805 681 — 1,486 Transfers from restricted cash — 4 — — 4 Intercompany dividends 3,326 — — (3,326 ) — 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 ) Payments 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 dividends — (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. |