Condensed Consolidated Financial Statements

12 Months Ended

Dec. 31, 2018

Condensed Financial Information Disclosure [Abstract]

Condensed Consolidated Financial Statements

NOTE 19: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The Company is the issuer of the Notes (see Note 7) and such debt is guaranteed by 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. These subsidiaries became Non-Guarantor Subsidiaries and, as a result, the operations of these entities were retrospectively reclassified and are now reflected in the Non-Guarantor Subsidiaries column for all period presented. These reclassifications had no impact on the Company’s historical consolidated results of operations.

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 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 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
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

YEAR ENDED DECEMBER 31, 2018
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	1,999,384		$	10,350		$	—		$	2,009,734
Programming and direct operating expenses	—			887,617			2,812			—			890,429
Selling, general and administrative	111,976			453,048			2,774			—			567,798
Depreciation and amortization	8,232			200,930			11,759			—			220,921
Gain on sales of spectrum	—			(133,197		)	—			—			(133,197		)
Gain on sales of real estate, net	—			(653		)	(24,004		)	—			(24,657		)
Total Operating Expenses	120,208			1,407,745			(6,659		)	—			1,521,294
Operating (Loss) Profit	(120,208		)	591,639			17,009			—			488,440
Income on equity investments, net	—			159,685			9,650			—			169,335
Interest income	12,222			—			2			—			12,224
Interest expense	(169,033		)	—			—			—			(169,033		)
Pension and other postretirement periodic benefit credit, net	28,139			—			—			—			28,139
Loss on investment transactions, net	—			—			(1,113		)	—			(1,113		)
Other non-operating items	(2,332		)	—			—			—			(2,332		)
Intercompany income (charges)	87,747			(87,319		)	(428		)	—			—
(Loss) Income from Continuing Operations before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(163,465		)	664,005			25,120			—			525,660
Income tax (benefit) expense	(41,911		)	152,010			3,031			—			113,130
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	534,125			(882		)	—			(533,243		)	—
Income (Loss) from Continuing Operations	$	412,571		$	511,113		$	22,089		$	(533,243	)	$	412,530
Income (Loss) from Discontinued Operations, net of taxes	—			—			—			—			—
Net Income (Loss)	$	412,571		$	511,113		$	22,089		$	(533,243	)	$	412,530
Net loss from continuing operations attributable to noncontrolling interests	—			—			41			—			41
Net Income (Loss) attributable to Tribune Media Company	$	412,571		$	511,113		$	22,130		$	(533,243	)	$	412,571
Comprehensive Income (Loss)	$	369,996		$	511,029		$	23,085		$	(534,114	)	$	369,996

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

YEAR ENDED DECEMBER 31, 2017
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	1,838,997		$	9,962		$	—		$	1,848,959
Programming and direct operating expenses	—			989,385			6,453			—			995,838
Selling, general and administrative	129,112			440,555			3,341			—			573,008
Depreciation and amortization	11,522			198,949			12,522			—			222,993
Gain on sales of real estate, net	—			(365		)	(28,168		)	—			(28,533		)
Total Operating Expenses	140,634			1,628,524			(5,852		)	—			1,763,306
Operating (Loss) Profit	(140,634		)	210,473			15,814			—			85,653
(Loss) income on equity investments, net	(2,016		)	140,780			(1,402		)	—			137,362
Interest and dividend income	3,085			54			10			—			3,149
Interest expense	(158,984		)	—			(403		)	—			(159,387		)
Pension and other postretirement periodic benefit credit, net	22,815			—			—			—			22,815
Loss on extinguishments and modification of debt	(20,436		)	—			(51		)	—			(20,487		)
Gain on investment transactions, net	4,807			—			3,324			—			8,131
Write-downs of investments	(10,194		)	(2,500		)	(180,800		)	—			(193,494		)
Other non-operating items	(1,557		)	(481		)	—			—			(2,038		)
Intercompany income (charges)	110,254			(109,873		)	(381		)	—			—
(Loss) Income from Continuing Operations before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(192,860		)	238,453			(163,889		)	—			(118,296		)
Income tax expense	(28,578		)	(169,048		)	(103,747		)	—			(301,373		)
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	343,981			15,496			—			(359,477		)	—
Income (Loss) from Continuing Operations	$	179,699		$	422,997		$	(60,142	)	$	(359,477	)	$	183,077
Income (Loss) from Discontinued Operations, net of taxes	14,420			(1,904		)	807			1,097			14,420
Net Income (Loss)	$	194,119		$	421,093		$	(59,335	)	$	(358,380	)	$	197,497
Net income from continuing operations attributable to noncontrolling interests	—			—			(3,378		)	—			(3,378		)
Net Income (Loss) attributable to Tribune Media Company	$	194,119		$	421,093		$	(62,713	)	$	(358,380	)	$	194,119
Comprehensive Income (Loss)	$	227,840		$	422,840		$	(45,322	)	$	(377,518	)	$	227,840

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

YEAR ENDED DECEMBER 31, 2016
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	1,938,116		$	9,814		$	—		$	1,947,930
Programming and direct operating expenses	—			902,843			3,490			—			906,333
Selling, general and administrative	121,824			495,153			3,445			—			620,422
Depreciation and amortization	11,249			201,504			12,736			—			225,489
Gain on sales of real estate, net	—			(213,086		)	—			—			(213,086		)
Total Operating Expenses	133,073			1,386,414			19,671			—			1,539,158
Operating (Loss) Profit	(133,073		)	551,702			(9,857		)	—			408,772
(Loss) income on equity investments, net	(2,549		)	122,416			28,289			—			148,156
Interest and dividend income	1,149			49			28			—			1,226
Interest expense	(151,893		)	—			(826		)	—			(152,719		)
Pension and other postretirement periodic benefit credit, net	24,802			—			—			—			24,802
Other non-operating items, net	4,005			—			—			—			4,005
Intercompany income (charges)	103,327			(101,615		)	(1,712		)	—			—
(Loss) Income from Continuing Operations before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(154,232		)	572,552			15,922			—			434,242
Income tax expense	13,610			220,572			113,020			—			347,202
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	254,882			(1,283		)	—			(253,599		)	—
Income (Loss) from Continuing Operations	$	87,040		$	350,697		$	(97,098	)	$	(253,599	)	$	87,040
(Loss) Income from Discontinued Operations, net of taxes	(72,794		)	(62,777		)	2,023			60,754			(72,794		)
Net Income (Loss)	$	14,246		$	287,920		$	(95,075	)	$	(192,845	)	$	14,246
Comprehensive Income (Loss)	$	3,480		$	288,034		$	(99,400	)	$	(188,634	)	$	3,480

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2018
(In thousands of dollars)

	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
CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2018
(In thousands of dollars)

	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 earnings (deficit)	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 BALANCE SHEETS

AS OF DECEMBER 31, 2017
(In thousands of dollars)

	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			417,847			2,105			—			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			577,087			6,759			—			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			1,239,392			41,549			—			1,281,791
Intercompany receivables	2,520,570			5,557,638			1,380,504			(9,458,712		)	—
Other	65,743			135,316			433			(62,477		)	139,015
Total other assets	2,587,163			11,859,874			1,510,194			(9,521,189		)	6,436,042
Total Assets	$	13,704,373		$	12,872,321		$	1,567,381		$	(19,974,747	)	$	8,169,328

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2017
(In thousands of dollars)

	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	—			496,895			73,756			(62,477		)	508,174
Contracts payable for broadcast rights	—			300,269			151			—			300,420
Intercompany payables	7,044,972			1,735,112			678,628			(9,458,712		)	—
Other	423,209			121,870			25,023			—			570,102
Total non-current liabilities	10,387,366			2,654,146			777,558			(9,521,189		)	4,297,881
Total Liabilities	10,487,237			3,203,677			782,423			(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			8,318,503			924,504			(9,243,007		)	4,011,530
Retained (deficit) earnings	(114,240		)	1,351,079			(138,572		)	(1,212,507		)	(114,240		)
Accumulated other comprehensive (loss) income	(48,061		)	(938		)	(1,018		)	1,956			(48,061		)
Total Tribune Media Company shareholders’ equity (deficit)	3,217,136			9,668,644			784,914			(10,453,558		)	3,217,136
Noncontrolling interests	—			—			44			—			44
Total shareholders’ equity (deficit)	3,217,136			9,668,644			784,958			(10,453,558		)	3,217,180
Total Liabilities and Shareholders’ Equity (Deficit)	$	13,704,373		$	12,872,321		$	1,567,381		$	(19,974,747	)	$	8,169,328

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 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	$	(134,808	)	$	607,150		$	(3,137	)	$	—	$	469,205
Investing Activities
Capital expenditures	(8,944		)	(63,480		)	(3,764		)	—		(76,188		)
Spectrum repack reimbursements	—			11,276			—			—		11,276
Proceeds from sales of real estate and other assets	—			6,604			52,549			—		59,153
Proceeds from sales of investments	—			—			15,232			—		15,232
Other, net	—			(112		)	1,613			—		1,501
Net cash (used in) provided by investing activities	(8,944		)	(45,712		)	65,630			—		10,974
Financing Activities
Payments of dividends	(87,709		)	—			—			—		(87,709		)
Tax withholdings related to net share settlements of share-based awards	(6,386		)	—			—			—		(6,386		)
Proceeds from stock option exercises	1,838			—			—			—		1,838
Contributions from noncontrolling interests, net	—			—			475			—		475
Change in intercompany receivables and payables and intercompany contributions (1)	623,709			(562,035		)	(61,674		)	—		—
Net cash provided by (used in) financing activities	531,452			(562,035		)	(61,199		)	—		(91,782		)
Net Increase (decrease) in Cash, Cash Equivalents and Restricted Cash	387,700			(597		)	1,294			—		388,397
Cash, cash equivalents and restricted cash, beginning of year	687,868			1,501			1,882			—		691,251
Cash, cash equivalents and restricted cash, end of year	$	1,075,568		$	904		$	3,176		$	—	$	1,079,648
Cash, Cash Equivalents and Restricted Cash are Comprised of:
Cash and cash equivalents	1,058,961			904			3,176			—		1,063,041
Restricted cash and cash equivalents	16,607			—			—			—		16,607
Total cash, cash equivalents and restricted cash	$	1,075,568		$	904		$	3,176		$	—	$	1,079,648

(1) Excludes the impact of a $26 million non-cash settlement of intercompany balances upon dissolution of certain Non-Guarantor subsidiaries.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 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	$	(160,529	)	$	357,107		$	26,007		$	—	$	222,585
Investing Activities
Capital expenditures	(8,943		)	(52,784		)	(5,105		)	—		(66,832		)
Spectrum repack reimbursements	—			984			—			—		984
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	—			61,345			83,119			—		144,464
Proceeds from sales of investments	5,769			—			142,552			—		148,321
Distributions from equity investments	—			—			3,768			—		3,768
Other, net	—			(65		)	(4,195		)	—		(4,260		)
Net cash provided by investing activities	571,643			173,414			207,977			—		953,034
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	(586,336		)	—			—			—		(586,336		)
Tax withholdings related to net share settlements of share-based awards	(8,774		)	—			—			—		(8,774		)
Proceeds from stock option exercises	11,317			—			—			—		11,317
Distributions to noncontrolling interests, net	—			—			(9,251		)	—		(9,251		)
Change in intercompany receivables and payables and intercompany contributions(1)	756,046			(536,398		)	(219,648		)	—		—
Net cash used in financing activities	(315,450		)	(536,398		)	(243,718		)	—		(1,095,566		)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	95,664			(5,877		)	(9,734		)	—		80,053
Cash, cash equivalents and restricted cash, beginning of year	592,204			7,378			11,616			—		611,198
Cash, cash equivalents and restricted cash, end of year	$	687,868		$	1,501		$	1,882		$	—	$	691,251
Cash, Cash Equivalents and Restricted Cash are Comprised of:
Cash and cash equivalents	$	670,302		$	1,501		$	1,882		$	—	$	673,685
Restricted cash and cash equivalents	17,566			—			—			—		17,566
Cash, cash equivalents and restricted cash, end of year	$	687,868		$	1,501		$	1,882		$	—	$	691,251

(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.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 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	$	(5,690	)	$	399,917		$	(110,062	)	$	—		$	284,165
Investing Activities
Capital expenditures	(10,199		)	(82,043		)	(7,417		)	—			(99,659		)
Proceeds from sales of real estate and other assets	—			507,011			681			—			507,692
Other	(850		)	(2,613		)	(2,530		)	—			(5,993		)
Intercompany dividends	3,326			—			—			(3,326		)	—
Net cash (used in) provided by investing activities	(7,723		)	422,355			(9,266		)	(3,326		)	402,040
Financing Activities
Repayments of long-term debt	(23,792		)	—			(4,050		)	—			(27,842		)
Long-term debt issuance costs	(736		)	—			—			—			(736		)
Payments of dividends	(90,296		)	—			—			—			(90,296		)
Tax withholdings related to net share settlements of share-based awards	(4,553		)	—			—			—			(4,553		)
Common stock repurchases	(232,065		)	—			—			—			(232,065		)
Contributions from noncontrolling interests	—			—			393			—			393
Settlements of contingent consideration, net	—			(750		)	(2,886		)	—			(3,636		)
Intercompany dividends	—			—			(3,326		)	3,326			—
Change in intercompany receivables and payables (1)	703,956			(827,361		)	123,405			—			—
Net cash provided by (used in) financing activities	352,514			(828,111		)	113,536			3,326			(358,735		)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	339,101			(5,839		)	(5,792		)	—			327,470
Cash, cash equivalents and restricted cash, beginning of year	253,103			13,217			17,408			—			283,728
Cash, cash equivalents and restricted cash, end of year	$	592,204		$	7,378		$	11,616		$	—		$	611,198
Cash, Cash Equivalents and Restricted Cash are Comprised of:
Cash and cash equivalents	$	574,638		$	720		$	2,300		$	—		$	577,658
Cash and cash equivalents classified as discontinued operations	—			3,807			8,944			—			12,751
Restricted cash and cash equivalents	17,566			—			—			—			17,566
Restricted cash and cash equivalents classified as discontinued operations	—			2,851			372			—			3,223
Total cash, cash equivalents and restricted cash	$	592,204		$	7,378		$	11,616		$	—		$	611,198

(1) Excludes the impact of a $56 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor subsidiaries.