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. 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 SEPTEMBER 30 , 2018 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 495,180 $ 2,828 $ — $ 498,008 Programming and direct operating expenses — 262,352 609 — 262,961 Selling, general and administrative 29,577 112,388 782 — 142,747 Depreciation and amortization 1,924 50,410 2,842 — 55,176 Total Operating Expenses 31,501 425,150 4,233 — 460,884 Operating (Loss) Profit (31,501 ) 70,030 (1,405 ) — 37,124 Income on equity investments, net — 32,381 — — 32,381 Interest income 3,239 — — — 3,239 Interest expense (42,842 ) — — — (42,842 ) Pension and other postretirement periodic benefit credit, net 7,035 — — — 7,035 Loss on investment transaction — (5,001 ) — — (5,001 ) Other non-operating items, net (282 ) — — — (282 ) Intercompany income (charges) 12,413 (12,378 ) (35 ) — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (51,938 ) 85,032 (1,440 ) — 31,654 Income tax (benefit) expense (20,046 ) 1,357 (3,733 ) — (22,422 ) Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 85,991 (179 ) — (85,812 ) — Income (Loss) from Continuing Operations $ 54,099 $ 83,496 $ 2,293 $ (85,812 ) $ 54,076 Income from Discontinued Operations, net of taxes — — — — — Net Income (Loss) $ 54,099 $ 83,496 $ 2,293 $ (85,812 ) $ 54,076 Net loss from continuing operations attributable to noncontrolling interests — — 23 — 23 Net Income (Loss) attributable to Tribune Media Company $ 54,099 $ 83,496 $ 2,316 $ (85,812 ) $ 54,099 Comprehensive Income (Loss) $ 57,988 $ 85,019 $ 2,214 $ (87,233 ) $ 57,988 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED SEPTEMBER 30 , 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 448,248 $ 2,285 $ — $ 450,533 Programming and direct operating expenses — 296,987 550 — 297,537 Selling, general and administrative 25,955 99,673 879 — 126,507 Depreciation and amortization 2,902 49,902 3,137 — 55,941 Total Operating Expenses 28,857 446,562 4,566 — 479,985 Operating (Loss) Profit (28,857 ) 1,686 (2,281 ) — (29,452 ) (Loss) income on equity investments, net (482 ) 21,540 — — 21,058 Interest and dividend income 813 14 — — 827 Interest expense (40,313 ) — (76 ) — (40,389 ) Pension and other post retirement periodic benefit credit, net 5,703 — — — 5,703 Loss on extinguishments and modification of debt (1,384 ) — (51 ) — (1,435 ) (Loss) gain on investment transactions, net (143 ) 5,810 — — 5,667 Other non-operating items (753 ) — — — (753 ) Intercompany income (charges) 19,221 (19,179 ) (42 ) — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (46,195 ) 9,871 (2,450 ) — (38,774 ) Income tax benefit (15,668 ) (3,562 ) (857 ) — (20,087 ) Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 11,840 (123 ) — (11,717 ) — (Loss) Income from Continuing Operations $ (18,687 ) $ 13,310 $ (1,593 ) $ (11,717 ) $ (18,687 ) Income from Discontinued Operations, net of taxes — — — — — Net (Loss) Income $ (18,687 ) $ 13,310 $ (1,593 ) $ (11,717 ) $ (18,687 ) Comprehensive (Loss) Income $ (18,062 ) $ 13,374 $ (1,074 ) $ (12,300 ) $ (18,062 ) TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) NINE MONTHS ENDED SEPTEMBER 30 , 2018 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,422,620 $ 8,381 $ — $ 1,431,001 Programming and direct operating expenses — 673,567 1,975 — 675,542 Selling, general and administrative 72,011 326,324 2,246 — 400,581 Depreciation and amortization 6,397 150,291 8,912 — 165,600 Gain on sales of spectrum — (133,197 ) — — (133,197 ) Total Operating Expenses 78,408 1,016,985 13,133 — 1,108,526 Operating (Loss) Profit (78,408 ) 405,635 (4,752 ) — 322,475 Income on equity investments, net — 124,086 — — 124,086 Interest income 7,473 — — — 7,473 Interest expense (125,463 ) — — — (125,463 ) Pension and other postretirement periodic benefit credit, net 21,104 — — — 21,104 Loss on investment transactions, net — (1,113 ) — — (1,113 ) Other non-operating items, net (1,769 ) — — — (1,769 ) Intercompany income (charges) 37,238 (37,133 ) (105 ) — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (139,825 ) 491,475 (4,857 ) — 346,793 Income tax (benefit) expense (37,221 ) 108,965 (4,648 ) — 67,096 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 382,334 (715 ) — (381,619 ) — Income (Loss) from Continuing Operations $ 279,730 $ 381,795 $ (209 ) $ (381,619 ) $ 279,697 Income (Loss) from Discontinued Operations, net of taxes — — — — — Net Income (Loss) $ 279,730 $ 381,795 $ (209 ) $ (381,619 ) $ 279,697 Net loss from continuing operations attributable to noncontrolling interests — — 33 — 33 Net Income (Loss) attributable to Tribune Media Company $ 279,730 $ 381,795 $ (176 ) $ (381,619 ) $ 279,730 Comprehensive Income (Loss) $ 290,680 $ 383,486 $ (713 ) $ (382,773 ) $ 290,680 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) NINE MONTHS ENDED SEPTEMBER 30 , 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,352,933 $ 7,027 $ — $ 1,359,960 Programming and direct operating expenses — 785,816 5,798 — 791,614 Selling, general and administrative 100,188 336,566 2,596 — 439,350 Depreciation and amortization 8,788 148,591 9,383 — 166,762 Total Operating Expenses 108,976 1,270,973 17,777 — 1,397,726 Operating (Loss) Profit (108,976 ) 81,960 (10,750 ) — (37,766 ) (Loss) income on equity investments, net (1,521 ) 100,377 — — 98,856 Interest and dividend income 1,829 51 — — 1,880 Interest expense (118,929 ) — (403 ) — (119,332 ) Pension and other postretirement periodic benefit credit, net 17,111 — — — 17,111 Loss on extinguishments and modification of debt (20,436 ) — (51 ) — (20,487 ) Gain on investment transactions, net 4,807 5,810 — — 10,617 Write-downs of investment — (180,800 ) — — (180,800 ) Other non-operating items, net (1,407 ) — — — (1,407 ) Intercompany income (charges) 66,907 (66,756 ) (151 ) — — Loss from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (160,615 ) (59,358 ) (11,355 ) — (231,328 ) Income tax benefit (56,260 ) (21,035 ) (4,311 ) — (81,606 ) (Deficit) equity in earnings of consolidated subsidiaries, net of taxes (45,367 ) (2,797 ) — 48,164 — (Loss) Income from Continuing Operations $ (149,722 ) $ (41,120 ) $ (7,044 ) $ 48,164 $ (149,722 ) Income (Loss) from Discontinued Operations, net of taxes 15,039 (1,904 ) 807 1,097 15,039 Net (Loss) Income $ (134,683 ) $ (43,024 ) $ (6,237 ) $ 49,261 $ (134,683 ) Comprehensive (Loss) Income $ (124,148 ) $ (37,036 ) $ 6,653 $ 30,383 $ (124,148 ) TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF SEPTEMBER 30 , 2018 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 881,201 $ 3,394 $ 3,156 $ — $ 887,751 Restricted cash and cash equivalents 16,607 — — — 16,607 Accounts receivable, net 180 391,929 1,065 — 393,174 Broadcast rights — 102,832 2,615 — 105,447 Income taxes receivable — 57,197 — — 57,197 Prepaid expenses 13,132 14,426 378 — 27,936 Other 5,310 1,196 5,451 — 11,957 Total current assets 916,430 570,974 12,665 — 1,500,069 Properties Property, plant and equipment 45,289 593,503 29,128 — 667,920 Accumulated depreciation (30,085 ) (228,543 ) (1,673 ) — (260,301 ) Net properties 15,204 364,960 27,455 — 407,619 Investments in subsidiaries 10,763,794 75,252 — (10,839,046 ) — Other Assets Broadcast rights — 112,720 442 — 113,162 Goodwill — 3,220,300 8,416 — 3,228,716 Other intangible assets, net — 1,417,344 70,190 — 1,487,534 Assets held for sale — — 28,955 — 28,955 Investments 850 1,210,546 20,477 — 1,231,873 Intercompany receivables 2,850,022 7,308,247 409,569 (10,567,838 ) — Other 63,239 142,616 999 (43,289 ) 163,565 Total other assets 2,914,111 13,411,773 539,048 (10,611,127 ) 6,253,805 Total Assets $ 14,609,539 $ 14,422,959 $ 579,168 $ (21,450,173 ) $ 8,161,493 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF SEPTEMBER 30 , 2018 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 20,679 $ 19,842 $ 1,434 $ — $ 41,955 Income taxes payable — 8,452 — — 8,452 Contracts payable for broadcast rights — 261,761 2,848 — 264,609 Deferred revenue — 13,127 866 — 13,993 Interest payable 14,473 — — — 14,473 Other 41,546 56,690 5,658 — 103,894 Total current liabilities 76,698 359,872 10,806 — 447,376 Non-Current Liabilities Long-term debt 2,924,340 — — — 2,924,340 Deferred income taxes — 564,730 59,638 (43,289 ) 581,079 Contracts payable for broadcast rights — 259,204 467 — 259,671 Intercompany payables 7,810,885 2,476,063 280,890 (10,567,838 ) — Other 344,255 121,834 24,380 — 490,469 Total non-current liabilities 11,079,480 3,421,831 365,375 (10,611,127 ) 4,255,559 Total liabilities 11,156,178 3,781,703 376,181 (10,611,127 ) 4,702,935 Shareholders’ Equity (Deficit) Common stock 102 — — — 102 Treasury stock (632,194 ) — — — (632,194 ) Additional paid-in-capital 4,023,769 9,041,422 204,299 (9,245,721 ) 4,023,769 Retained earnings (deficit) 98,795 1,600,819 (6,692 ) (1,594,127 ) 98,795 Accumulated other comprehensive (loss) income (37,111 ) (985 ) 183 802 (37,111 ) Total Tribune Media Company shareholders’ equity (deficit) 3,453,361 10,641,256 197,790 (10,839,046 ) 3,453,361 Noncontrolling interests — — 5,197 — 5,197 Total shareholders’ equity (deficit) 3,453,361 10,641,256 202,987 (10,839,046 ) 3,458,558 Total Liabilities and Shareholders’ Equity (Deficit) $ 14,609,539 $ 14,422,959 $ 579,168 $ (21,450,173 ) $ 8,161,493 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 670,302 $ 1,501 $ 1,882 $ — $ 673,685 Restricted cash and cash equivalents 17,566 — — — 17,566 Accounts receivable, net 143 418,950 1,002 — 420,095 Broadcast rights — 126,668 2,506 — 129,174 Income taxes receivable — 18,274 — — 18,274 Prepaid expenses 8,647 11,245 266 — 20,158 Other 12,487 1,552 — — 14,039 Total current assets 709,145 578,190 5,656 — 1,292,991 Properties Property, plant and equipment 58,622 557,394 57,666 — 673,682 Accumulated depreciation (29,505 ) (196,644 ) (7,238 ) — (233,387 ) Net properties 29,117 360,750 50,428 — 440,295 Investments in subsidiaries 10,378,948 74,610 — (10,453,558 ) — Other Assets Broadcast rights — 133,567 116 — 133,683 Goodwill — 3,220,300 8,688 — 3,228,988 Other intangible assets, net — 1,534,761 78,904 — 1,613,665 Assets held for sale — 38,900 — — 38,900 Investments 850 1,258,851 22,090 — 1,281,791 Intercompany receivables 2,520,570 6,527,083 411,059 (9,458,712 ) — Other 65,743 135,373 376 (62,477 ) 139,015 Total other assets 2,587,163 12,848,835 521,233 (9,521,189 ) 6,436,042 Total Assets $ 13,704,373 $ 13,862,385 $ 577,317 $ (19,974,747 ) $ 8,169,328 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES AS OF DECEMBER 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 $ 24,529 $ 22,487 $ 1,303 $ — $ 48,319 Income taxes payable — 36,252 — — 36,252 Contracts payable for broadcast rights — 250,553 2,691 — 253,244 Deferred revenue — 11,074 868 — 11,942 Interest payable 30,525 — — — 30,525 Deferred spectrum auction proceeds — 172,102 — — 172,102 Other 44,817 57,063 3 — 101,883 Total current liabilities 99,871 549,531 4,865 — 654,267 Non-Current Liabilities Long-term debt 2,919,185 — — — 2,919,185 Deferred income taxes — 485,608 85,043 (62,477 ) 508,174 Contracts payable for broadcast rights — 300,269 151 — 300,420 Intercompany payables 7,044,972 2,148,695 265,045 (9,458,712 ) — Other 423,209 121,870 25,023 — 570,102 Total non-current liabilities 10,387,366 3,056,442 375,262 (9,521,189 ) 4,297,881 Total Liabilities 10,487,237 3,605,973 380,127 (9,521,189 ) 4,952,148 Shareholders’ Equity (Deficit) Common stock 101 — — — 101 Treasury stock (632,194 ) — — — (632,194 ) Additional paid-in-capital 4,011,530 9,040,065 202,942 (9,243,007 ) 4,011,530 Retained (deficit) earnings (114,240 ) 1,219,023 (6,516 ) (1,212,507 ) (114,240 ) Accumulated other comprehensive (loss) income (48,061 ) (2,676 ) 720 1,956 (48,061 ) Total Tribune Media Company shareholders’ equity (deficit) 3,217,136 10,256,412 197,146 (10,453,558 ) 3,217,136 Noncontrolling interests — — 44 — 44 Total shareholders’ equity (deficit) 3,217,136 10,256,412 197,190 (10,453,558 ) 3,217,180 Total Liabilities and Shareholders’ Equity (Deficit) $ 13,704,373 $ 13,862,385 $ 577,317 $ (19,974,747 ) $ 8,169,328 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30 , 2018 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (145,783 ) $ 469,683 $ (17,051 ) $ — $ 306,849 Investing Activities Capital expenditures (8,822 ) (36,175 ) (2,455 ) — (47,452 ) Spectrum repack reimbursements — 6,967 — — 6,967 Proceeds from sales of real estate and other assets — 66 — — 66 Proceeds from the sales of investments — 15,232 — — 15,232 Other, net — (84 ) 1,613 — 1,529 Net cash used in investing activities (8,822 ) (13,994 ) (842 ) — (23,658 ) Financing Activities Payments of dividends (65,776 ) — — — (65,776 ) Tax withholdings related to net share settlements of share-based awards (5,765 ) — — — (5,765 ) Proceeds from stock option exercises 982 — — — 982 Contributions from noncontrolling interests, net — — 475 — 475 Change in intercompany receivables and payables and intercompany contributions 435,104 (453,796 ) 18,692 — — Net cash provided by (used in) financing activities 364,545 (453,796 ) 19,167 — (70,084 ) Net Increase in Cash, Cash Equivalents and Restricted Cash 209,940 1,893 1,274 — 213,107 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 $ 897,808 $ 3,394 $ 3,156 $ — $ 904,358 Cash, Cash Equivalents and Restricted Cash are Comprised of: Cash and cash equivalents $ 881,201 $ 3,394 $ 3,156 $ — $ 887,751 Restricted cash 16,607 — — — 16,607 Total cash, cash equivalents and restricted cash $ 897,808 $ 3,394 $ 3,156 $ — $ 904,358 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30 , 2017 (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 $ (184,784 ) $ 346,753 $ 9,525 $ — $ 171,494 Investing Activities Capital expenditures (3,812 ) (33,645 ) (3,966 ) — (41,423 ) Net proceeds from the sale of business 574,817 (8,168 ) (12,162 ) — 554,487 Proceeds from FCC spectrum auction — 172,102 — — 172,102 Proceeds from sales of real estate and other assets — 61,240 — — 61,240 Proceeds from sales of investments 5,769 142,552 — — 148,321 Distributions from equity investments — 4,608 — — 4,608 Other, net — (25 ) 805 — 780 Net cash provided by (used in) investing activities 576,774 338,664 (15,323 ) — 900,115 Financing Activities Long-term borrowings 202,694 — — — 202,694 Repayments of long-term debt (688,708 ) — (14,819 ) — (703,527 ) Long-term debt issuance costs (1,689 ) — — — (1,689 ) Payments of dividends (564,499 ) — — — (564,499 ) Tax withholdings related to net share settlements of share-based awards (8,030 ) — — — (8,030 ) Proceeds from stock option exercises 11,231 — — — 11,231 Contributions from noncontrolling interests — — 1,318 — 1,318 Change in intercompany receivables and payables and intercompany contributions (1) 680,631 (690,989 ) 10,358 — — Net cash used in financing activities (368,370 ) (690,989 ) (3,143 ) — (1,062,502 ) Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 23,620 (5,572 ) (8,941 ) — 9,107 Cash, cash equivalents and restricted cash, beginning of period 592,204 7,378 11,616 — 611,198 Cash, cash equivalents and restricted cash, end of period $ 615,824 $ 1,806 $ 2,675 $ — $ 620,305 Cash, Cash Equivalents and Restricted Cash are Comprised of: Cash and cash equivalents $ 598,258 $ 1,806 $ 2,675 $ — $ 602,739 Restricted cash 17,566 — — — 17,566 Total cash, cash equivalents and restricted cash $ 615,824 $ 1,806 $ 2,675 $ — $ 620,305 (1) Excludes the impact of a $54 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor and Non-Guarantor subsidiaries included in the Gracenote Sale. |