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 COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED MARCH 31 , 2019 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 COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED MARCH 31 , 2018 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 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 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 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 AS OF DECEMBER 31, 2018 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 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 |