TRIBUNE MEDIA CO - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - TRIBUNE MEDIA CO	q22016-ex_321.htm
EX-32.2 - EXHIBIT 32.2 - TRIBUNE MEDIA CO	q22016-ex_322.htm
EX-31.2 - EXHIBIT 31.2 - TRIBUNE MEDIA CO	q22016-ex_312.htm
EX-31.1 - EXHIBIT 31.1 - TRIBUNE MEDIA CO	q22016-ex_311.htm
EX-10.36 - EXHIBIT 10.36 - TRIBUNE MEDIA CO	ex_1036.htm
EX-10.35 - EXHIBIT 10.35 - TRIBUNE MEDIA CO	ex_1035.htm
EX-10.34 - EXHIBIT 10.34 - TRIBUNE MEDIA CO	ex_1034.htm
EX-10.33 - EXHIBIT 10.33 - TRIBUNE MEDIA CO	ex_1033.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

_______________________________




ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016




o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-8572

___________________________

TRIBUNE MEDIA COMPANY

(Exact name of registrant as specified in its charter)

___________________________



Delaware		36-1880355
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

435 North Michigan Avenue, Chicago, Illinois		60611
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 210-2786.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large Accelerated Filer	ý	Accelerated Filer	o	Non-Accelerated Filer	o	Smaller Reporting Company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes o No ý

As of July 31, 2016, 90,577,694 shares of the registrant’s Class A Common Stock and 5,605 shares of the registrant’s Class B Common Stock were outstanding.

TRIBUNE MEDIA COMPANY

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2016

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Item No.			Page
Part I. Financial Information
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2016 and June 30, 2015		2
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2016 and June 30, 2015		3
	Unaudited Condensed Consolidated Balance Sheets at June 30, 2016 and December 31, 2015		4
	Unaudited Condensed Consolidated Statement of Shareholders’ Equity for the Six Months Ended June 30, 2016		6
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and June 30, 2015		7
	Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1:	Basis of Presentation and Significant Accounting Policies	9
	Note 2:	Acquisitions	12
	Note 3:	Assets Held for Sale and Sales of Real Estate	14
	Note 4:	Goodwill, Other Intangible Assets and Liabilities	15
	Note 5:	Investments	17
	Note 6:	Debt	20
	Note 7:	Fair Value Measurements	24
	Note 8:	Commitments and Contingencies	25
	Note 9:	Income Taxes	31
	Note 10:	Pension and Other Retirement Plans	33
	Note 11:	Capital Stock	33
	Note 12:	Stock-Based Compensation	36
	Note 13:	Earnings Per Share	38
	Note 14:	Accumulated Other Comprehensive Income (Loss)	40
	Note 15:	Related Party Transactions	40
	Note 16:	Business Segments	41
	Note 17:	Condensed Consolidating Financial Information	42
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		53
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		76
Item 4.	Controls and Procedures		76
Part II. Other Information
Item 1.	Legal Proceedings		78
Item 1A.	Risk Factors		79
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		79
Item 3.	Defaults Upon Senior Securities		80
Item 4.	Mine Safety Disclosures		80
Item 5.	Other Information		80
Item 6.	Exhibits		80
Signature			81
Exhibit Index			82

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of dollars, except per share data)

(Unaudited)



	Three Months Ended						Six Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Operating Revenues
Television and Entertainment	$	467,149		$	445,622		$	921,846		$	855,922
Digital and Data	47,334			43,625			100,587			93,827
Other	11,630			12,277			24,195			24,512
Total operating revenues	526,113			501,524			1,046,628			974,261
Operating Expenses
Programming	122,803			137,682			246,970			231,198
Direct operating expenses	115,198			112,533			229,274			215,521
Selling, general and administrative	175,032			165,122			363,372			315,595
Depreciation	17,519			17,966			34,857			35,020
Amortization	49,421			48,437			98,799			96,208
Total operating expenses	479,973			481,740			973,272			893,542
Operating Profit	46,140			19,784			73,356			80,719
Income on equity investments, net	44,306			45,913			82,558			82,847
Interest and dividend income	241			43			386			410
Interest expense	(41,907		)	(40,374		)	(83,883		)	(79,586		)
Loss on extinguishment of debt	—			(37,040		)	—			(37,040		)
Gain on investment transaction	—			8,133			—			8,820
Other non-operating (loss) gain	(75		)	211			421			211
Reorganization items, net	(366		)	(628		)	(800		)	(1,620		)
Income (Loss) Before Income Taxes	48,339			(3,958		)	72,038			54,761
Income tax expense (benefit)	209,902			(693		)	222,508			21,609
Net (Loss) Income	$	(161,563	)	$	(3,265	)	$	(150,470	)	$	33,152

Net (Loss) Earnings Per Common Share:
Basic	$	(1.76	)	$	(0.04	)	$	(1.64	)	$	0.34
Diluted	$	(1.76	)	$	(0.04	)	$	(1.64	)	$	0.34

Regular dividends declared per common share	$	0.25		$	0.25		$	0.50		$	0.25

Special dividends declared per common share	$	—		$	—		$	—		$	6.73

See Notes to Condensed Consolidated Financial Statements.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands of dollars) (Unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Net (Loss) Income	$	(161,563	)	$	(3,265	)	$	(150,470	)	$	33,152

Other Comprehensive Income (Loss), net of taxes
Unrecognized benefit plan gains and losses:
Change in unrecognized benefit plan losses arising during the period, net of taxes of $2,367 and $(1,737) for the three and six months ended June 30, 2016 and June 30, 2015, respectively	3,671			(2,694		)	3,671			(2,694		)
Adjustment for previously unrecognized benefit plan gains and losses included in net income, net of taxes of $(20) and $8 for the three months ended June 30, 2016 and June 30, 2015, respectively, and $(57) and $5 for the six months ended June 30, 2016 and June 30, 2015, respectively	(30		)	12			(88		)	7
Change in unrecognized benefit plan gains and losses, net of taxes	3,641			(2,682		)	3,583			(2,687		)
Unrealized gain on marketable securities:
Change in unrealized holding gain arising during the period, net of taxes of $909 and $(583) for three months ended June 30, 2016 and June 30, 2015, respectively, and $685 and $(1,188) for the six months ended June 30, 2016 and June 30, 2015, respectively	1,346			(904		)	998			(1,843		)
Foreign currency translation adjustments:
Change in foreign currency translation adjustments, net of taxes of $(1,161) and $766 for the three months ended June 30, 2016 and June 30, 2015, respectively, and $(1,095) and $(407) for the six months ended June 30, 2016 and June 30, 2015, respectively	(4,176		)	523			(133		)	(4,868		)
Other Comprehensive Income (Loss), net of taxes	811			(3,063		)	4,448			(9,398		)
Comprehensive (Loss) Income	$	(160,752	)	$	(6,328	)	$	(146,022	)	$	23,754

See Notes to Condensed Consolidated Financial Statements.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of dollars, except for share and per share data) (Unaudited)

	June 30, 2016			December 31, 2015
Assets
Current Assets
Cash and cash equivalents	$	366,640		$	262,644
Restricted cash and cash equivalents	17,579			17,595
Accounts receivable (net of allowances of $8,138 and $8,176)	447,964			466,628
Broadcast rights	140,278			160,240
Income taxes receivable	21,985			42,838
Prepaid expenses	35,489			63,337
Other	9,383			8,663
Total current assets	1,039,318			1,021,945
Properties
Property, plant and equipment	698,019			818,658
Accumulated depreciation	(182,996		)	(160,801		)
Net properties	515,023			657,857
Other Assets
Broadcast rights	163,289			203,422
Goodwill	3,562,586			3,561,812
Other intangible assets, net	2,141,638			2,240,199
Assets held for sale	295,542			206,422
Investments	1,652,954			1,692,700
Other	96,318			124,506
Total other assets	7,912,327			8,029,061
Total Assets	$	9,466,668		$	9,708,863

See Notes to Condensed Consolidated Financial Statements.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of dollars, except for share and per share data) (Unaudited)

	June 30, 2016			December 31, 2015
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	61,603		$	60,394
Debt due within one year (net of unamortized discounts and debt issuance costs of $7,938 and $7,979)	19,904			19,862
Income taxes payable	8,711			3,458
Income tax reserves (Note 9)	125,400			—
Employee compensation and benefits	70,576			87,976
Contracts payable for broadcast rights	193,851			236,676
Deferred revenue	39,297			44,721
Interest payable	30,057			33,828
Other	43,827			53,885
Total current liabilities	593,226			540,800
Non-Current Liabilities
Long-term debt (net of unamortized discounts and debt issuance costs of $44,271 and $48,809)	3,400,106			3,409,489
Deferred income taxes	1,043,818			984,032
Contracts payable for broadcast rights	318,575			385,107
Contract intangible liability, net	5,100			13,772
Pension obligations, net	437,985			456,073
Postretirement, medical, life and other benefits	15,475			16,092
Other obligations	68,453			71,776
Total non-current liabilities	5,289,512			5,336,341
Total Liabilities	5,882,738			5,877,141

Commitments and Contingent Liabilities (Note 8)

Shareholders’ Equity
Preferred stock ($0.001 par value per share)
Authorized: 40,000,000 shares; No shares issued and outstanding at June 30, 2016 and at December 31, 2015	—			—
Class A Common Stock ($0.001 par value per share)
Authorized: 1,000,000,000 shares; 100,378,256 shares issued and 90,963,065 shares outstanding at June 30, 2016 and 100,015,546 shares issued and 92,345,330 shares outstanding at December 31, 2015	157			100
Class B Common Stock ($0.001 par value per share)
Authorized: 1,000,000,000 shares; Issued and outstanding: 5,605 shares at June 30, 2016 and at December 31, 2015	—			—
Treasury stock, at cost: 9,415,191 shares at June 30, 2016 and 7,670,216 shares at December 31, 2015 (Note 11)	(469,380		)	(400,153		)
Additional paid-in-capital	4,586,905			4,619,618
Retained deficit	(472,821		)	(322,351		)
Accumulated other comprehensive loss	(66,568		)	(71,016		)
Total Tribune Media Company shareholders’ equity	3,578,293			3,826,198
Noncontrolling interest	5,637			5,524
Total shareholders’ equity	3,583,930			3,831,722
Total Liabilities and Shareholders’ Equity	$	9,466,668		$	9,708,863

See Notes to Condensed Consolidated Financial Statements.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (In thousands, except for share data) (Unaudited)

				Retained Deficit			Accumulated Other Comprehensive (Loss) Income			Additional Paid-In Capital								Common Stock
	Total																	Class A			Class B
													Treasury Stock			Non- controlling Interest		Amount (at Cost)		Shares	Amount (at Cost)		Shares
Balance at December 31, 2015	$	3,831,722		$	(322,351	)	$	(71,016	)	$	4,619,618		$	(400,153	)	$	5,524	$	100	100,015,546	$	—	5,605
Comprehensive loss:
Net loss	(150,470		)	(150,470		)	—			—			—			—		—		—	—		—
Other comprehensive income, net of taxes	4,448			—			4,448			—			—			—		—		—	—		—
Comprehensive loss	(146,022		)
Regular dividends declared to shareholders and warrant holders, $0.50 per share (1)	(46,174		)	—			—			(46,174		)	—			—		—		—	—		—
Warrant exercises	—			—			—			—			—			—		—		132,066	—		—
Stock-based compensation	17,906			—			—			17,906			—			—		—		—	—		—
Net share settlements of stock-based awards	(4,377		)	—			—			(4,445		)	11			—		57		230,644	—		—
Common stock repurchases	(69,238		)	—			—			—			(69,238		)	—		—		—	—		—
Contribution from noncontrolling interest	113			—			—			—			—			113		—		—	—		—
Balance at June 30, 2016	$	3,583,930		$	(472,821	)	$	(66,568	)	$	4,586,905		$	(469,380	)	$	5,637	$	157	100,378,256	$	—	5,605

(1) Includes $0.7 million of granted dividend equivalent units.

See Notes to Condensed Consolidated Financial Statements.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of dollars) (Unaudited)

	Six Months Ended
	June 30, 2016			June 30, 2015
Operating Activities
Net (loss) income	$	(150,470	)	$	33,152
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Stock-based compensation	18,003			16,796
Pension credit, net of contributions	(12,055		)	(14,583		)
Depreciation	34,857			35,020
Amortization of contract intangible assets and liabilities	(8,048		)	(7,079		)
Amortization of other intangible assets	98,799			96,208
Income on equity investments, net	(82,558		)	(82,847		)
Distributions from equity investments	125,604			129,148
Non-cash loss on extinguishment of debt	—			33,480
Original issue discount payments	—			(6,158		)
Amortization of debt issuance costs and original issue discount	5,559			6,690
Gain on investment transaction	—			(8,820		)
Impairment of real estate	14,600			—
Loss on sale of real estate	449			97
Other non-operating gain	(421		)	(211		)
Change in excess tax benefits from stock-based awards	—			532
Changes in working capital items, excluding effects from acquisitions:
Accounts receivable, net	18,256			16,925
Prepaid expenses and other current assets	27,120			(29,812		)
Accounts payable	4,498			(4,174		)
Employee compensation and benefits, accrued expenses and other current liabilities	(30,405		)	(8,567		)
Deferred revenue	(5,693		)	(2,420		)
Income taxes	151,485			(284,524		)
Change in broadcast rights, net of liabilities	(49,261		)	8,998
Deferred income taxes	57,489			(5,805		)
Change in non-current obligations for uncertain tax positions	(2,824		)	—
Other, net	26,335			1,576
Net cash provided by (used in) operating activities	241,319			(76,378		)

Investing Activities
Capital expenditures	(35,431		)	(38,717		)
Acquisitions, net of cash acquired	—			(69,974		)
Transfers from restricted cash	297			—
Investments	(3,451		)	(2,911		)
Proceeds from sales of real estate and other assets	33,702			13,750
Net cash used in investing activities	(4,883		)	(97,852		)

See Notes to Condensed Consolidated Financial Statements.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of dollars) (Unaudited)

	Six Months Ended
	June 30, 2016			June 30, 2015
Financing Activities
Long-term borrowings	—			1,100,000
Repayments of long‑term debt	(13,920		)	(1,100,342		)
Long-term debt issuance costs	(784		)	(20,207		)
Payments of dividends	(46,174		)	(672,744		)
Settlement of contingent consideration	(750		)	—
Common stock repurchases	(66,548		)	(181,276		)
Change in excess tax benefits from stock-based awards	—			(532		)
Tax withholdings related to net share settlements of share-based awards	(4,377		)	(3,831		)
Proceeds from stock option exercises	—			166
Contribution from noncontrolling interest	113			1,324
Net cash used in financing activities	(132,440		)	(877,442		)

Net Increase (Decrease) in Cash and Cash Equivalents	103,996			(1,051,672		)
Cash and cash equivalents, beginning of period	262,644			1,455,183
Cash and cash equivalents, end of period	$	366,640		$	403,511

Supplemental Schedule of Cash Flow Information
Cash paid during the period for:
Interest	$	81,989		$	81,981
Income taxes, net	$	15,868		$	311,672

See Notes to Condensed Consolidated Financial Statements.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Presentation—All references to Tribune Media Company or Tribune Company in the accompanying unaudited condensed consolidated financial statements encompass the historical operations of Tribune Media Company and its subsidiaries (collectively, the “Company”).

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K.

In the opinion of management, the financial statements contain all adjustments necessary to state fairly the financial position of the Company as of June 30, 2016 and the results of operations and cash flows for the three and six months ended June 30, 2016 and June 30, 2015. All adjustments reflected in the accompanying unaudited condensed consolidated financial statements, which management believes necessary to state fairly the financial position, results of operations and cash flows, have been reflected and are of a normal recurring nature. Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

On April 16, 2015, the Company’s Board of Directors (the “Board”) approved the change of the Company’s fiscal year end from the last Sunday in December of each year to December 31 of each year and to change the Company’s fiscal quarter end to the last calendar day of each quarter. This change in fiscal year end was effective with the Company’s second fiscal quarter of 2015, which ended on June 30, 2015.

Change in Accounting Principles—In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, “Balance Sheet Classification of Deferred Taxes.” The Company elected to early adopt ASU 2015-17 prospectively in the fourth quarter of fiscal 2015 and present all deferred tax assets and liabilities, along with any related valuation allowances as of December 31, 2015, as noncurrent on the Company’s audited Consolidated Balance Sheets. The adoption of ASU 2015-17 was required to be treated as a change in accounting principle.

In April 2015, the FASB issued ASU No. 2015-03, “Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” and in August 2015, the FASB issued ASU No. 2015-15, “Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements—Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update).” The Company adopted ASU 2015-03 and ASU 2015-15 retrospectively in the first quarter of fiscal 2016 and presented debt issuance costs as a direct deduction from the carrying amount of an associated debt liability, with the exception of debt issuance costs related to the Company’s Revolving Credit Facility which continue to be presented as an asset and amortized over the appropriate term. As a result of this reclassification, the carrying value of the Company’s debt as of December 31, 2015 decreased by $50 million (see Note 6 for additional information). The adoption of ASU 2015-03 and ASU 2015-15 was required to be treated as a change in accounting principle.

Broadcast Rights—The Company amortizes its broadcast rights costs over the period in which an economic benefit is expected to be derived based on the timing of the usage and benefit from such programming. Newer licensed/acquired programming and original produced programming are generally amortized on an accelerated basis as the episodes are aired. For certain categories of licensed programming and feature films that have been exploited through previous cycles, amortization expense is recorded on a straight-line basis. The Company also has commitments for network and sports programming that are expensed on a straight-line basis as the programs are available to air. Management’s judgment is required in determining the timing of the expensing of these costs, and includes analyses of historical and estimated future revenue and ratings patterns for similar programming. The Company regularly reviews, and revises when necessary, its revenue estimates, which may result in a change in the

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

rate of amortization. Amortization of broadcast rights are expensed to programming in the Company’s Consolidated Statements of Operations.

As a result of an updated analysis completed in the first quarter of 2016, the Company updated its amortization model for certain categories of programming effective January 1, 2016. Program amortization for these programs is now calculated on either an accelerated or straight-line basis based upon the greater amortization resulting from either the number of episodes aired or the portion of the license period consumed.

No other significant accounting policies and estimates have changed from those detailed in Note 1 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015.

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

Dreamcatcher—Dreamcatcher Broadcasting LLC (“Dreamcatcher”) was formed in 2013 specifically to comply with the cross-ownership rules of the Federal Communications Commission (the “FCC”) related to the Company’s acquisition of Local TV, LLC on December 27, 2013 (the “Local TV Acquisition”). See Note 5 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 for additional information. The Company’s unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2016 and June 30, 2015 include the results of operations and the financial position of Dreamcatcher, a fully-consolidated variable interest entity (“VIE”). Net revenues of the Dreamcatcher stations (WTKR-TV, Norfolk, VA, WGNT-TV, Portsmouth, VA and WNEP-TV, Scranton, PA) included in the Company’s unaudited Condensed Consolidated Statements of Operations for each of the three months ended June 30, 2016 and June 30, 2015 were $18 million and $17 million, respectively, and for the six months ended June 30, 2016 and June 30, 2015, were $35 million and $32 million, respectively. Operating profits of the Dreamcatcher stations included in the Company’s unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2016 and June 30, 2015 were $4 million and $5 million, respectively, and for the six months ended June 30, 2016 and June 30, 2015, was $7 million in each period.

The Company’s unaudited Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015 include the following assets and liabilities of the Dreamcatcher stations (in thousands):



	June 30, 2016		December 31, 2015 (1)
Property, plant and equipment, net	$	231	$	371
Broadcast rights	852		2,748
Other intangible assets, net	87,706		92,970
Other assets	388		111
Total Assets	$	89,177	$	96,200

Debt due within one year	$	3,996	$	3,989
Contracts payable for broadcast rights	1,071		3,016
Long-term debt	12,770		14,736
Other liabilities	20		55
Total Liabilities	$	17,857	$	21,796

(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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

New Accounting Standards—In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The standard requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of “probably” has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset’s origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-13 on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718).” The new guidance requires companies to record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, which will eliminate additional paid-in capital pools. Companies are to apply this amendment prospectively. The guidance also requires companies to present excess tax benefits as an operating activity on the statement of cash flows, which can be applied retrospectively or prospectively. The guidance in ASU 2016-09 will allow an employer to repurchase more of an employees’ shares than it can today for tax withholding purposes without triggering liability accounting. Additionally, the guidance requires companies to make a policy election to account for forfeitures of share-based payments by either recognizing forfeitures of awards as they occur or estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change. The election must be adopted using a modified retrospective transition method, with a cumulative-effect adjustment to retained earnings. The standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted but all of the guidance must be adopted in the same period. The Company is currently evaluating the timing and the impact of adopting ASU 2016-09 on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Subtopic 842).” The new guidance requires lessees to recognize assets and liabilities arising from leases as well as extensive quantitative and qualitative disclosures. A lessee will need to recognize on its balance sheet a right-of-use asset and a lease liability for the majority of its leases (other than leases that meet the definition of a short-term lease). The lease liabilities will be equal to the present value of lease payments. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. The Company is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10).” The new guidance requires entities to measure equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) at fair value, with changes in fair value recognized in net income and requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. Further, entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified today as available for sale in other comprehensive income and they will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. The guidance has additional amendments to presentation and disclosure requirements of financial instruments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-01 on its consolidated financial statements.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The amendments in ASU 2014-09 create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2014-09 are effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. However, in August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606) - Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09 by one year for annual periods beginning after December 15, 2017, while allowing early adoption as of the original public entity date. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing,” which amends the revenue recognition guidance on accounting for licenses of intellectual property and identifying performance obligations as well as clarifies when a promised good or service is separately identifiable. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients,” which provides clarifying guidance in certain narrow areas such as an assessment of collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition as well as adds some practical expedients. The amendments in ASU 2014-09, ASU 2016-08, ASU 2016-10 and ASU 2016-12 may be applied either retrospectively to each prior period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09, ASU 2016-08, ASU 2016-10 and ASU 2016-12 at the date of initial application. The Company is currently evaluating adoption methods and the impact of adopting ASU 2014-09, ASU 2016-08, ASU 2016-10 and ASU 2016-12 on its consolidated financial statements. Currently, the Company expects that the new revenue recognition standard will have an impact on revenue recognition under certain contracts in both the Television and Entertainment and Digital and Data segments.

NOTE 2: ACQUISITIONS

2015 Acquisitions

In May 2015, the Company completed the acquisitions of all issued and outstanding equity interests in Infostrada Statistics B.V. (“Infostrada Sports”), SportsDirect Inc. (“SportsDirect”) and Covers Media Group (“Covers”). In conjunction with these acquisitions, the Company launched Gracenote Sports, which is a part of the Digital and Data segment’s product offerings. Infostrada Sports and SportsDirect provide the Company with in-depth sports data, including schedules, scores, play-by-play statistics, as well as team and player information for the major professional leagues around the world, including the National Football League, Major League Baseball, National Basketball Association, National Hockey League, European Football League, and the Olympics. Covers is the operator of Covers.com, a North American online sports gaming destination for scores, odds and matchups, unique editorial analysis, and industry news coverage. In May 2015, the Company also completed an acquisition of all issued and outstanding equity interests in Enswers Inc. (“Enswers”), a leading provider of automatic content recognition technology and systems based in South Korea, which expanded the Digital and Data segment’s product offerings. The total acquisition price for Infostrada Sports, SportsDirect, Covers and Enswers was $70 million, net of cash acquired.

The purchase prices for the above acquisitions were allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values and the related deferred taxes were allocated to goodwill, which will not be deductible for tax purposes due to the acquisitions being stock acquisitions. In connection with these acquisitions, the Company incurred a total of $3 million of transaction costs, which were recorded in selling, general and administrative expenses in the Company’s unaudited Condensed Consolidated Statements of Operations.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The total purchase price for the Infostrada Sports, SportsDirect, Covers and Enswers acquisitions assigned to the acquired assets and assumed liabilities of these companies is as follows (in thousands):



Consideration:
Cash	$	71,768
Less: cash acquired	(1,919		)
Net cash	$	69,849

Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Restricted cash and cash equivalents	$	404
Accounts receivable and other current assets	2,481
Property and equipment	805
Deferred tax assets	3,816
Other long term assets	157
Intangible assets subject to amortization
Customer relationships (useful lives of 6 to 16 years)	17,000
Content databases (useful lives of 10 to 16 years)	13,900
Technologies (useful lives 4 to 10 years)	6,900
Trade name and trademarks (useful life of 15 years)	5,200
Non-competition agreement (useful life 5 years)	1,100
Accounts payable and other current liabilities	(1,507		)
Deferred revenue	(339		)
Deferred tax liabilities	(10,097		)
Other liabilities	(477		)
Total identifiable net assets	39,343
Goodwill	30,506
Total net assets acquired	$	69,849

The allocation presented above is based upon management’s estimate of the fair values using income, cost, and market approaches. In estimating the fair value of acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 12 years that include weighted average periods of 11 years for customer relationships, 14 years for content databases, 8 years for technologies, 15 years for trade name and trademarks, and 5 years for non-competition agreements. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, and noncontractual relationships, as well as expected future cost and revenue synergies.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 3: ASSETS HELD FOR SALE AND SALES OF REAL ESTATE

Assets Held for Sale—Assets held for sale in the Company’s unaudited Condensed Consolidated Balance Sheet consisted of the following (in thousands):



	June 30, 2016		December 31, 2015
Real estate	$	295,542	$	206,422

As of June 30, 2016, the Company had 15 real estate properties held for sale, including Tribune Tower in Chicago, IL, the north block of the Los Angeles Times Square property in downtown Los Angeles, CA and the Olympic Printing Plant facility in the Arts District of downtown Los Angeles, CA (collectively, the “Marquee Properties”). In the second quarter of 2016, the Company suspended the sales process for two of its properties located in Hartford, CT and one property located in Portsmouth, VA. As a result, the Company reclassified the net book value of these properties totaling $11 million to property, plant and equipment in the Company’s Consolidated Balance sheet at June 30, 2016. The combined net carrying value of $296 million and $206 million for the properties held for sale is included in assets held for sale in the Company’s Consolidated Balance Sheet at June 30, 2016 and December 31, 2015, respectively, of which $206 million is attributable to the Marquee Properties at both June 30, 2016 and December 31, 2015.

In the first half of 2016, the Company began the process to sell several real estate properties and recorded charges of $8 million and $7 million in the first quarter of 2016 and the second quarter of 2016, respectively, to write down certain properties to their estimated fair value, less the expected selling costs which were determined based on certain assumptions and judgments that are Level 3 within the fair value hierarchy.

Sales of Real Estate—On June 2, 2016, the Company sold its Allentown, PA property for net proceeds of $8 million and on May 2, 2016, the Company sold its Deerfield Beach, FL property for net proceeds of $24 million. In the second quarter of 2016, the Company recorded a net loss of less than $1 million on the sale of these properties that is included in selling, general and administrative expenses (“SG&A”).

On July 7, 2016, the Company sold its Seattle, WA property for net proceeds of $19 million and entered into a lease for the property. The Company expects to recognize a gain of $8 million on the sale which will be deferred and amortized over the life of the lease. On July 12, 2016, the Company sold two of its Orlando, FL properties for net proceeds of $34 million. The Company expects to record a net gain of $2 million on the sale of these properties that will be recorded in the third quarter of 2016. On July 14, 2016, the Company sold its Arlington Heights, IL property for net proceeds of $0.4 million. Each of these properties was classified as held for sale as of June 30, 2016.

Additionally, as of August 9, 2016, the Company has agreements for the sales of the Los Angeles Times Square property and the Olympic Printing Plant facility located in Los Angeles, CA, certain broadcasting properties located in Chicago, IL and Denver, CO and properties located in Baltimore, MD. All of these transactions are expected to close during the third quarter of 2016. Non-refundable deposits are currently held in escrow for the Los Angeles Times Square and Olympic Plant properties, subject to the terms of such sale agreements. The closing of these transactions is subject to certain adjustments and customary closing conditions and there can be no assurance that these sales will be completed in a timely manner or at all.

In the first half of 2015, the Company sold two properties which were located in Bel Air, MD and Newport News, VA for net proceeds of $5 million and recorded a net loss of less than $1 million for the six months ended June 30, 2015.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 4: GOODWILL, OTHER INTANGIBLE ASSETS AND LIABILITIES

Goodwill and other intangible assets consisted of the following (in thousands):



	June 30, 2016							December 31, 2015
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Other intangible assets subject to amortization
Affiliate relationships (useful life of 16 years)	$	212,000	$	(46,375	)	$	165,625	$	212,000	$	(39,750	)	$	172,250
Advertiser relationships (useful life of 8 years)	168,000		(73,500		)	94,500		168,000		(63,000		)	105,000
Network affiliation agreements (useful life of 5 to 16 years)	362,000		(112,919		)	249,081		362,000		(92,113		)	269,887
Retransmission consent agreements (useful life of 7 to 12 years)	830,100		(241,975		)	588,125		830,100		(196,955		)	633,145
Other customer relationships (useful life of 3 to 16 years)	115,146		(28,937		)	86,209		114,827		(23,315		)	91,512
Content databases (useful life of 5 to 16 years)	134,613		(28,948		)	105,665		134,299		(23,623		)	110,676
Other technology (useful life of 4 to 10 years)	46,964		(12,987		)	33,977		47,011		(9,733		)	37,278
Trade names and trademarks (useful life of 3 to15 years)	14,151		(2,213		)	11,938		13,853		(1,625		)	12,228
Other (useful life of 3 to 11 years)	14,611		(5,493		)	9,118		16,337		(5,514		)	10,823
Total	$	1,897,585	$	(553,347	)	1,344,238		$	1,898,427	$	(455,628	)	1,442,799
Other intangible assets not subject to amortization
FCC licenses						782,600							782,600
Trade name						14,800							14,800
Total other intangible assets, net						2,141,638							2,240,199
Goodwill
Television and Entertainment						3,220,300							3,220,300
Digital and Data						342,286							341,512
Total goodwill						3,562,586							3,561,812
Total goodwill and other intangible assets						$	5,704,224						$	5,802,011

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The changes in the carrying amounts of intangible assets during the six months ended June 30, 2016 were as follows (in thousands):



	Television and Entertainment			Digital and Data			Total
Other intangible assets subject to amortization
Balance as of December 31, 2015	$	1,185,215		$	257,584		$	1,442,799
Amortization (1)	(83,563		)	(15,860		)	(99,423		)
Foreign currency translation adjustment	—			862			862
Balance as of June 30, 2016	$	1,101,652		$	242,586		$	1,344,238

Other intangible assets not subject to amortization
Balance as of June 30, 2016 and December 31, 2015	$	797,400		$	—		$	797,400

Goodwill
Gross balance as of December 31, 2015	$	3,601,300		$	341,512		$	3,942,812
Accumulated impairment losses as of December 31, 2015	(381,000		)	—			(381,000		)
Balance as of December 31, 2015	$	3,220,300		$	341,512		$	3,561,812
Foreign currency translation adjustment	—			774			774
Balance as of June 30, 2016	$	3,220,300		$	342,286		$	3,562,586
Total goodwill and other intangible assets as of June 30, 2016	$	5,119,352		$	584,872		$	5,704,224


(1)	Amortization of intangible assets includes $1 million related to lease contract intangible assets and is recorded in SG&A in the Company’s unaudited Condensed Consolidated Statements of Operations.

The Company's intangible liabilities subject to amortization consisted of the following (in thousands):



	June 30, 2016							December 31, 2015
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Intangible liabilities subject to amortization
Broadcast rights intangible liabilities	$	80,440	$	(75,377	)	$	5,063	$	80,440	$	(66,729	)	$	13,711
Lease contract intangible liabilities	209		(172		)	37		209		(148		)	61
Total intangible liabilities subject to amortization	$	80,649	$	(75,549	)	$	5,100	$	80,649	$	(66,877	)	$	13,772

As described in Note 4 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015, the Company recorded contract intangible liabilities totaling $227 million in connection with the adoption of fresh-start reporting on the Effective Date (as defined in Note 8). Of this amount, approximately $226 million was related to contracts for broadcast rights programming not yet available for broadcast. In addition, the Company recorded $9 million of intangible liabilities related to contracts for broadcast rights programming in connection with the Local TV Acquisition (see Note 5 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015). These intangible liabilities are reclassified as a reduction of broadcast rights assets in the Company’s unaudited Condensed Consolidated Balance Sheet as the programming becomes available for broadcast and subsequently amortized as a reduction of programming expenses in the unaudited

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Condensed Consolidated Statement of Operations in accordance with the Company’s methodology for amortizing the related broadcast rights.

The net changes in the carrying amounts of intangible liabilities during the six months ended June 30, 2016 were as follows (in thousands):



	Television and Entertainment
Intangible liabilities subject to amortization
Balance as of December 31, 2015	$	13,772
Amortization	(8,672		)
Balance as of June 30, 2016	$	5,100

Amortization expense relating to amortizable intangible assets, excluding lease contract intangible assets, is expected to be approximately $99 million for the remainder of 2016, $198 million in 2017, $197 million in 2018, $169 million in 2019, $161 million in 2020 and $127 million in 2021. Amortization of broadcast rights contract intangible assets and liabilities is expected to result in a net reduction in broadcast rights expense of approximately $3 million for the remainder of 2016, $1 million in each of 2017 and 2018, and less than $1 million in 2019, 2020, and 2021, respectively.

NOTE 5: INVESTMENTS

Investments consisted of the following (in thousands):



	June 30, 2016		December 31, 2015
Equity method investments	$	1,622,546	$	1,668,316
Cost method investments	24,247		20,868
Marketable equity securities	6,161		3,516
Total investments	$	1,652,954	$	1,692,700

Equity Method Investments—As discussed in Note 4 and Note 9 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015, the carrying value of the Company’s investments was increased by $1.615 billion to a fair value aggregating $2.224 billion as of the Effective Date (as defined in Note 8). Of the $1.615 billion increase, $1.108 billion was attributable to the Company’s share of theoretical increases in the carrying values of the investees’ amortizable intangible assets had the fair value of the investments been allocated to the identifiable intangible assets of the investees’ in accordance with ASC Topic 805. The remaining $507 million of the increase was attributable to goodwill and other identifiable intangibles not subject to amortization, including trade names. The Company amortizes the differences between the fair values and the investees’ carrying values of the identifiable intangible assets subject to amortization and records the amortization (the “amortization of basis difference”) as a reduction of income on equity investments, net in its unaudited Condensed Consolidated Statements of Operations.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Income from equity investments, net reported in the Company’s unaudited Condensed Consolidated Statements of Operations consisted of the following (in thousands):



	Three Months Ended						Six Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Income from equity investments, net, before amortization of basis difference	$	57,950		$	59,475		$	109,873		$	109,971
Amortization of basis difference	(13,644		)	(13,562		)	(27,315		)	(27,124		)
Income from equity investments, net	$	44,306		$	45,913		$	82,558		$	82,847

Cash distributions from the Company’s equity method investments were as follows (in thousands):



	Three Months Ended				Six Months Ended
	June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015
Cash distributions from equity investments	$	36,258	$	34,242	$	125,604	$	129,148

TV Food Network—The Company’s 31% investment in Television Food Network, G.P. (“TV Food Network”) totaled $1.259 billion and $1.314 billion at June 30, 2016 and December 31, 2015, respectively. The Company recognized equity income from TV Food Network of $37 million and $36 million for the three months ended June 30, 2016 and June 30, 2015, respectively, and equity income of $71 million and $66 million for the six months ended June 30, 2016 and June 30, 2015, respectively. The Company received cash distributions from TV Food Network of $36 million and $34 million for the three months ended June 30, 2016 and June 30, 2015, respectively, and cash distributions of $126 million and $129 million in the six months ended June 30, 2016 and June 30, 2015, respectively.

CareerBuilder—The Company’s 32% investment in CareerBuilder, LLC (“CareerBuilder”) totaled $342 million and $331 million at June 30, 2016 and December 31, 2015, respectively. The Company recognized equity income from CareerBuilder of $8 million and $10 million for the three months ended June 30, 2016 and June 30, 2015, respectively, and equity income of $14 million and $18 million for the six months ended June 30, 2016 and June 30, 2015, respectively.

Dose Media—The Company’s 25% investment in Dose Media, LLC (“Dose Media”) totaled $13 million and $15 million at June 30, 2016 and December 31, 2015, respectively.

Classified Ventures—As further described in Note 9 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015, on October 1, 2014, the Company sold its entire 27.8% equity interest in Classified Ventures, LLC (“CV”) to TEGNA, Inc. (“TEGNA”). The Company’s portion of the proceeds from the transaction was $686 million before taxes ($426 million after taxes), of which $28 million was held in escrow and paid in the fourth quarter of 2015. Prior to closing, CV made a final distribution of all cash on hand from operations to the current owners. On April 2, 2015, the Company received an additional cash distribution of $8 million pursuant to CV’s collection of a contingent receivable, which is reflected as a non-operating gain in the Company’s Consolidated Statement of Operations for the three and six months ended June 30, 2015.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Summarized Financial Information—Summarized financial information for TV Food Network is as follows (in thousands):



	Three Months Ended				Six Months Ended
	June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015
Revenues, net	$	298,275	$	278,410	$	575,451	$	539,633
Operating income	$	188,381	$	151,728	$	370,377	$	282,026
Net income	$	157,213	$	155,770	$	305,530	$	289,925

Summarized financial information for CareerBuilder is as follows (in thousands):



	Three Months Ended				Six Months Ended
	June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015
Revenues, net	$	180,748	$	176,034	$	351,906	$	351,188
Operating income	$	29,598	$	33,614	$	48,927	$	63,940
Net income	$	28,842	$	33,063	$	49,154	$	61,414

Marketable Equity Securities—As further described in Note 2 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015, on August 4, 2014, the Company completed the Publishing Spin-off and retained 381,354 shares of tronc, Inc. (“tronc”) (formerly Tribune Publishing Company) common stock, representing 1.5% of the then-outstanding common stock of tronc. The Company classified the shares of tronc common stock as available-for-sale securities. As of June 30, 2016, the fair value and cost basis of the Company’s investment in tronc was $5 million and $0, respectively. As of June 30, 2016, the gross unrealized holding gain relating to the Company’s investment in tronc was $5 million and is reflected in accumulated other comprehensive income, net of taxes, in the Company’s unaudited Condensed Consolidated Balance Sheet. The Company has no current plans to sell its shares of tronc.

Cost Method Investments—All of the Company’s cost method investments in private companies are recorded at cost, net of write-downs resulting from periodic evaluations of the carrying value of the investments.

Chicago Cubs Transactions—As defined and further described in Note 9 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015, the Company consummated the closing of the Chicago Cubs Transactions on October 27, 2009. Concurrent with the closing of the transactions, the Company executed guarantees of collection of certain debt facilities entered into by Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC), and its subsidiaries (collectively, “New Cubs LLC”). The guarantees are capped at $699 million plus unpaid interest. The guarantees are reduced as New Cubs LLC makes principal payments on the underlying loans. To the extent that payments are made under the guarantees, the Company will be subrogated to, and will acquire, all rights of the debt lenders against New Cubs LLC.

Newsday Transactions—As defined and further described in Note 9 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015, the Company consummated the closing of the Newsday Transactions on July 29, 2008. On September 2, 2015, the Company sold its 3% interest in Newsday Holdings LLC (“NHLLC”) to CSC Holdings, LLC for $8 million and recognized a $3 million gain in connection with the sale. The Company’s remaining deferred tax liability of $101 million (as described in Note 9) became payable upon consummation of the sale. The tax payments were made in the fourth quarter of 2015.

Variable Interests—The Company evaluates its investments and other transactions to determine whether any entities associated with the investments or transactions should be consolidated under the provisions of ASC Topic 810, “Consolidation.” ASC Topic 810 requires an ongoing qualitative assessment of VIEs to assess which entity is the primary beneficiary as it has the power to direct matters that most significantly impact the activities of a VIE and

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

has the obligation to absorb losses or benefits that could be potentially significant to the VIE. At June 30, 2016 and December 31, 2015, the Company held variable interests in Topix, LLC (through its investment in TKG Holdings II, LLC) (“Topix”) and TREH 200E Las Olas Venture, LLC (“Las Olas LLC”). See Note 1 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 for additional information relating to these entities.

The Company has determined that it is not the primary beneficiary of Topix and therefore has not consolidated it as of and for the periods presented in the unaudited condensed consolidated financial statements. The Company’s maximum loss exposure related to Topix is limited to its equity investment, which was $4 million at both June 30, 2016 and December 31, 2015.

The Las Olas LLC was determined to be a VIE where the Company is the primary beneficiary. The Company consolidates the financial position and results of operations of this VIE. The results of operations of the VIE as of and for the six months ended June 30, 2016 were not material.

As further disclosed in Note 1, the Company consolidates the financial position and results of operations of Dreamcatcher, a VIE where the Company is the primary beneficiary.

NOTE 6: DEBT

Debt consisted of the following (in thousands):



	June 30, 2016		December 31, 2015 (1)
Term Loan Facility due 2020, effective interest rate of 3.82%, net of unamortized discount and debt issuance costs of $35,207 and $39,147	$	2,320,137	$	2,328,092
5.875% Senior Notes due 2022, net of debt issuance costs of $16,892 and $17,466	1,083,108		1,082,534
Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount and debt issuance costs of $110 and $175	16,765		18,725
Total debt	3,420,010		3,429,351
Less: Debt due within one year	19,904		19,862
Long-term debt, net of current portion	$	3,400,106	$	3,409,489

(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. See Note 1 for further information.

Secured Credit Facility—On December 27, 2013, in connection with its acquisition of Local TV, the Company as borrower, entered into a $4.073 billion secured credit facility with a syndicate of lenders led by JPMorgan Chase Bank, N.A. (“JPMorgan”) (the “Secured Credit Facility”). The Secured Credit Facility consisted of a $3.773 billion term loan facility (the “Term Loan Facility”) and a $300 million revolving credit facility (the “Revolving Credit Facility”). The proceeds of the Term Loan Facility were used to pay the purchase price for Local TV and refinance the existing indebtedness of Local TV and the Term Loan Exit Facility (see Notes 3 and 5 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015). The proceeds of the Revolving Credit Facility are available for working capital and other purposes not prohibited under the Secured Credit Facility. The Revolving Credit Facility includes borrowing capacity for letters of credit and for borrowings on same-day notice, referred to as “swingline loans.” Borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy of representations and warranties. Under the terms of the Secured Credit Facility, the amount of the Term Loan Facility and/or the Revolving Credit Facility may be increased and/or one or more additional term or revolving facilities may be added to the Secured

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Credit Facility by entering into one or more incremental facilities, subject to a cap equal to the greater of (x) $1.000 billion and (y) the maximum amount that would not cause the Company’s net first lien senior secured leverage ratio (treating debt incurred in reliance of this basket as secured on a first lien basis whether or not so secured), as determined pursuant to the terms of the Secured Credit Facility, to exceed 4.50:1.00.

The obligations of the Company under the Secured Credit Facility are guaranteed by all of the Company’s wholly-owned domestic subsidiaries, other than certain excluded subsidiaries (the “Guarantors”). The Secured Credit Facility is secured by a first priority lien on substantially all of the personal property and assets of the Company and the Guarantors, subject to certain exceptions. The Secured Credit Facility contains customary limitations, including, among other things, on the ability of the Company and its subsidiaries to incur indebtedness and liens, sell assets, make investments and pay dividends to its shareholders.

Amendment

On June 24, 2015, the Company, the Guarantors and JPMorgan, as administrative agent, entered into an amendment (the “Amendment”) to the Secured Credit Facility. Prior to the Amendment and the Prepayment (as defined below), $3.479 billion of term loans (the “Former Term Loans”) were outstanding under the Secured Credit Facility. Pursuant to the Amendment, certain lenders under the Secured Credit Facility converted their Former Term Loans into a new tranche of term loans (the “Converted Term B Loans”), along with certain new lenders who advanced $1.802 billion into the new tranche of term loans (the “New Term B Loans” and, together with the Converted Term B Loans, the “Term B Loans”). The proceeds of Term B Loans advanced by the new lenders were used to prepay in full all of the Former Term Loans that were not converted into Term B Loans. In connection with the Amendment, the Company used the net proceeds from the sale of the Notes (as defined below), together with cash on hand, to prepay (the “Prepayment”) $1.100 billion of the Term B Loans. After giving effect to the Amendment and the Prepayment, there were $2.379 billion of Term B Loans outstanding under the Secured Credit Facility.

Term Loan Facility

As a result of the Amendment, the Term B Loans bear interest, at the Company’s election, at a rate per annum equal to either (i) LIBOR, adjusted for statutory reserve requirements on Euro currency liabilities (“Adjusted LIBOR”), subject to a minimum rate of 0.75%, plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5%, (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0%, plus an applicable margin of 2.0%. Overdue amounts under the Term Loan Facility are subject to additional interest of 2.0% per annum. The Term B Loans mature on December 27, 2020. Quarterly installments in an amount equal to 0.25% of the new principal amount of the Term B Loans are due on a quarterly basis. Voluntary prepayments of the Term B Loans are permitted at any time, in minimum principal amounts, without premium or penalty, subject to a 1.00% premium payable in connection with certain repricing transactions within the first twelve months after the Amendment. The Company is required to prepay the Term B Loans: (i) with the proceeds from certain material asset dispositions (but excluding proceeds from dispositions of publishing assets, real estate and its equity investments in CareerBuilder, LLC and, in certain instances, Television Food Network, G.P.), provided that the Company has rights to reinvest the proceeds to acquire assets for use in its business, within specified periods of time, (ii) with the proceeds from the issuance of new debt (other than debt permitted to be incurred under the Secured Credit Facility) and (iii) 50% (or, if the Company’s net first lien senior secured leverage ratio, as determined pursuant to the terms of the Secured Credit Facility, is less than or equal to 4.00:1.00, then 0%) of “excess cash flow” generated by the Company for the fiscal year, as determined pursuant to the terms of the Secured Credit Facility, less the aggregate amount of optional prepayments under the Revolving Credit Facility to the extent that such prepayments are accompanied by a permanent reduction in commitments under the Revolving Credit Facility, and subject to a $500 million minimum liquidity threshold before any such prepayment is required, provided that the Company’s mandatory prepayment obligations in the case of clause (i) and clause (iii) above do not apply at any time during which the Company’s corporate rating issued by Moody’s is Baa3 or better and BBB- or better by S&P.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Prior to the Amendment, the Term Loan Facility bore interest, at the election of the Company, at a rate per annum equal to either (i) Adjusted LIBOR, subject to a minimum rate of 1.00%, plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5%, (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0% (“Alternative Base Rate”), plus an applicable margin of 2.0%.

Quarterly installments in an amount equal to 0.25% of the original principal amount of the Term Loan Facility were due beginning March 31, 2014. On August 4, 2014, the Company used a $275 million cash dividend from tronc to permanently repay $275 million of outstanding borrowings under the Term Loan Facility.

The Former Term Loans were issued at a discount of 25 basis points, totaling $9 million, which was being amortized to interest expense over the expected term of the Term Loan Facility. The Company incurred and deferred transaction costs totaling $78 million in connection with the Former Term Loans in fiscal 2013. Transaction costs of $6 million relating to the Term Loan Exit Facility (as defined and described in Note 3 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015), which was extinguished in the fourth quarter of 2013, continued to be amortized over the term of the Term Loan Facility pursuant to ASC Topic 470 “Debt.” As of the date of the Amendment, the aggregate unamortized debt issuance costs totaled $64 million and unamortized debt issue discount totaled $8 million.

In connection with the Amendment, the Company paid fees to Term B Loan lenders of $6 million, which are considered a debt discount, of which $4 million was deferred, and incurred transaction costs of $2 million, of which $1 million was deferred. The Company recorded a loss of $37 million on the extinguishment of the Former Term Loans in the Company’s unaudited Condensed Consolidated Statement of Operations in the three and six months ended June 30, 2015 as a portion of the facility was considered extinguished for accounting purposes. The loss included the write-off of unamortized transaction costs of $30 million, an unamortized discount of $4 million and other transaction costs of $4 million. The Company’s unamortized transaction costs related to the Term Loan Facility were $29 million and $32 million at June 30, 2016 and December 31, 2015, respectively. These deferred costs are recorded as a direct deduction from the carrying amount of an associate debt liability in the Company’s unaudited Condensed Consolidated Balance Sheet and amortized to interest expense over the contractual term of the Term Loan Facility.

Revolving Credit Facility

Loans under the Revolving Credit Facility bear interest, at the election of the Company, at a rate per annum equal to either (i) Adjusted LIBOR plus an applicable margin in the range of 2.75% to 3.0% or (ii) the Alternative Base Rate plus an applicable margin in the range of 1.75% to 2.0%, based on the Company’s net first lien senior secured leverage ratio for the applicable period. The Revolving Credit Facility also includes a fee on letters of credit equal to the applicable margin for Adjusted LIBOR loans and a letter of credit issuer fronting fee equal to 0.125% per annum, in each case, calculated based on the stated amount of letters of credit and payable quarterly in arrears, in addition to the customary charges of the issuing bank. Under the terms of the Revolving Credit Facility, the Company is also required to pay a commitment fee, payable quarterly in arrears, calculated based on the unused portion of the Revolving Credit Facility; the commitment fee will be 0.25%, 0.375% or 0.50% based on the Company’s net first lien senior secured leverage ratio for the applicable period. Overdue amounts under the Revolving Credit Facility are subject to additional interest of 2.0% per annum.

Availability under the Revolving Credit Facility will terminate, and all amounts outstanding under the Revolving Credit Facility will be due and payable on December 27, 2018, but the Company may repay outstanding loans under the Revolving Credit Facility at any time without premium or penalty, subject to breakage costs in certain circumstances. The loans under the Revolving Credit Facility also must be prepaid and the letters of credit cash collateralized or terminated to the extent the extensions of credit under the Revolving Credit Facility exceed the amount of the revolving commitments.

The Revolving Credit Facility includes a covenant which requires the Company to maintain a net first lien leverage ratio of no greater than 5.25 to 1.00 for each period of four consecutive fiscal quarters most recently ended.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The covenant is only required to be tested at the end of each fiscal quarter if the aggregate amount of revolving loans, swingline loans and letters of credit (other than undrawn letters of credit and letters of credit that have been fully cash collateralized) outstanding exceed 25% of the amount of revolving commitments. This covenant was not required to be tested for the quarterly period ended June 30, 2016.

At June 30, 2016 and December 31, 2015, there were no borrowings outstanding under the Revolving Credit Facility; however, there were $23 million, as of both periods, of standby letters of credit outstanding, primarily in support of the Company’s workers’ compensation insurance programs.

5.875% Senior Notes due 2022—On June 24, 2015, the Company issued $1.100 billion aggregate principal amount of its 5.875% Senior Notes due 2022 (the “Notes”) under an Indenture, dated as of June 24, 2015 (the “Base Indenture”), among the Company, certain subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), and The Bank of New York Mellon Trust Company, N.A. (in such capacity, the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of June 24, 2015, among the Company, the Subsidiary Guarantors and the Trustee (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of September 8, 2015, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Second Supplemental Indenture”), and the Third Supplemental Indenture, dated as of October 8, 2015, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Third Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). The Company used the net proceeds from the sale of the Notes, together with cash on hand, to make the Prepayment discussed above.

During the second quarter of 2015, the Company incurred and deferred transaction costs of $19 million, which are classified as a debt discount in the Company’s unaudited Condensed Consolidated Balance Sheet and amortized to interest expense over the contractual term of the Notes. During the first half of 2016, the Company incurred and deferred an additional $1 million of transaction costs related to filing an exchange offer registration statement (as discussed below) for the Notes. The Company’s unamortized transaction costs related to the Notes were $17 million at June 30, 2016 and December 31, 2015.

The Notes bear interest at a rate of 5.875% per annum and interest is payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2016. The Notes mature on July 15, 2022. The Notes are unsecured senior indebtedness of the Company and are effectively subordinated to the Company’s and the Subsidiary Guarantors’ existing and future secured indebtedness, including indebtedness under the Secured Credit Facility, to the extent of the value of the assets securing such indebtedness. The Indenture provides that the guarantee of each Subsidiary Guarantor is an unsecured senior obligation of that Subsidiary Guarantor. The Notes are, subject to certain exceptions, guaranteed by each of the Company’s domestic subsidiaries that guarantee the Company’s obligations under the Secured Credit Facility.

The Company may redeem the Notes, in whole or in part, at any time prior to July 15, 2018, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the redemption date, plus the applicable make-whole premium. The Company may redeem the Notes, in whole or in part, at any time (i) on and after July 15, 2018 and prior to July 15, 2019, at a price equal to 102.938% of the principal amount of the Notes, (ii) on or after July 15, 2019 and prior to July 15, 2020, at a price equal to 101.469% of the principal amount of the Notes, and (iii) on or after July 15, 2020, at a price equal to 100.000% of the principal amount of the Notes, in each case, plus accrued and unpaid interest, if any, to (but excluding) the applicable redemption date. In addition, at any time prior to July 15, 2018, the Company may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price of 105.875%, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption.

The Indenture contains covenants that, among other things, limit the ability of the Company and the Company’s restricted subsidiaries to: incur additional indebtedness, guarantee indebtedness or issue certain preferred shares; pay dividends on, redeem or repurchase stock or make other distributions in respect of its capital stock; repurchase, prepay or redeem subordinated indebtedness; make loans and investments; create restrictions on the

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

ability of the Company’s restricted subsidiaries to pay dividends to the Company or the Subsidiary Guarantors or make other intercompany transfers; create liens; transfer or sell assets; consolidate, merge or sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. Upon the occurrence of certain events constituting a change of control triggering event, the Company is required to make an offer to repurchase all of the Notes (unless otherwise redeemed) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any to (but excluding) the repurchase date. If the Company sells assets under certain circumstances, it must use the proceeds to make an offer to purchase the Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to (but excluding) the repurchase date.

Notes Registration Rights Agreement

In connection with the issuance of the Notes, the Company and the Subsidiary Guarantors entered into an exchange and registration rights agreement, dated as of June 24, 2015, with Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. (the “Notes Registration Rights Agreement”). Pursuant to the Notes Registration Rights Agreement, the Company and the Subsidiary Guarantors filed an exchange offer registration statement with the Securities and Exchange Commission (the “SEC”) to exchange the Notes and the Guarantees for substantially identical securities registered under the Securities Act of 1933, as amended (the “Securities Act”). The exchange offer registration statement on Form S-4 was declared effective on April 1, 2016, and on May 4, 2016, the Company completed the exchange of $1.100 billion of the Notes and the Guarantees for $1.100 billion of the Company’s 5.875% Senior Notes due 2022 and the related guarantees, which have been registered under the Securities Act.

Dreamcatcher—The Company and the Guarantors guarantee the obligations of Dreamcatcher under its $27 million senior secured credit facility (the “Dreamcatcher Credit Facility”) entered into in connection with Dreamcatcher’s acquisition of the Dreamcatcher stations (see Note 5 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015). The obligations of the Company and the Guarantors under the Dreamcatcher Credit Facility are secured on a pari passu basis with its obligations under the Secured Credit Facility.

NOTE 7: FAIR VALUE MEASUREMENTS

The Company measures and records in its consolidated financial statements certain assets and liabilities at fair value. ASC Topic 820, “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels:


•	Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market.


•	Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data.


•	Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement.

The Company holds certain marketable equity securities which are traded on national stock exchanges. These securities are recorded at fair value and are categorized as Level 1 within the fair value hierarchy. These investments are measured at fair value on a recurring basis. As of June 30, 2016, the fair value and cost basis of the Company’s investment in tronc was $5 million and $0, respectively. As of December 31, 2015, the fair value and cost basis was $4 million and $0, respectively. The fair value and the cost basis of other marketable equity securities held by the Company as of June 30, 2016 was not material.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

The carrying values of cash and cash equivalents, restricted cash and cash equivalents, trade accounts receivable and trade accounts payable approximate fair value due to their short term to maturity.

Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis were as follows (in thousands):



	June 30, 2016				December 31, 2015
	Fair Value		Carrying Amount		Fair Value		Carrying Amount (1)
Cost method investments	$	24,247	$	24,247	$	20,868	$	20,868
Term Loan Facility	$	2,346,511	$	2,320,137	$	2,328,038	$	2,328,092
5.875% Senior Notes due 2022	$	1,100,000	$	1,083,108	$	1,108,250	$	1,082,534
Dreamcatcher Credit Facility	$	16,812	$	16,765	$	18,587	$	18,725

The following methods and assumptions were used to estimate the fair value of each category of financial instruments.

Cost Method Investments—Cost method investments in private companies are recorded at cost, net of write-downs resulting from periodic evaluations of the carrying value of the investments. No events or changes in circumstances occurred during the six months ended June 30, 2016 that suggested a significant adverse effect on the fair value of the Company’s investments. The carrying value of the cost method investments at both June 30, 2016 and December 31, 2015 approximated fair value. The cost method investments would be classified in Level 3 of the fair value hierarchy.

Term Loan Facility—The fair value of the outstanding principal balance of the term loans under the Company’s Term Loan Facility at both June 30, 2016 and December 31, 2015 is based on pricing from observable market information in a non-active market and would be classified in Level 2 of the fair value hierarchy.

5.875% Senior Notes due 2022—The fair value of the outstanding principal balance of the Company’s 5.875% Senior Notes due 2022 at June 30, 2016 and December 31, 2015 is based on pricing from observable market information in a non-active market and would be classified in Level 2 of the fair value hierarchy.

Dreamcatcher Credit Facility—The fair value of the outstanding principal balance of the Company’s Dreamcatcher Credit Facility at both June 30, 2016 and December 31, 2015 is based on pricing from observable market information for similar instruments in a non-active market and would be classified in Level 2 of the fair value hierarchy.

NOTE 8: COMMITMENTS AND CONTINGENCIES

Chapter 11 Reorganization— On December 8, 2008 (the “Petition Date”), Tribune Company and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (collectively, the “Chapter 11 Petitions”) under chapter 11 (“Chapter 11”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

On October 12, 2009, Tribune CNLBC, LLC (formerly known as Chicago National League Ball Club, LLC) (“Tribune CNLBC”), which held the majority of the assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise (the “Chicago Cubs”), also filed a Chapter 11 Petition and thereafter became a Debtor. As further described in Note 3 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015, a plan of reorganization for the Debtors became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). On March 16, 2015, July 24, 2015, and May 11, 2016, the Bankruptcy Court entered final decrees collectively closing 104 of the Debtors’ Chapter 11 cases. The remaining Debtors’ Chapter 11 proceedings continue to be jointly administered under the caption In re Tribune Media Company, et al., Case No. 08-13141.

From the Petition Date and until the Effective Date, the Debtors operated their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and applicable orders of the Bankruptcy Court. See Note 3 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 for additional information regarding the Debtors’ Chapter 11 cases.

Where appropriate, the Company and its business operations as conducted on or prior to December 30, 2012 are also herein referred to collectively as the “Predecessor.” The Company and its business operations as conducted on or subsequent to the Effective Date are also herein referred to collectively as the “Successor,” “Reorganized Debtors” or “Reorganized Tribune Company.”

On April 12, 2012, the Debtors, the official committee of unsecured creditors appointed in the Debtors’ Chapter 11 cases, and creditors under certain of the Predecessor’s prepetition debt facilities filed the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries with the Bankruptcy Court (as subsequently modified, the “Plan”). On July 23, 2012, the Bankruptcy Court issued an order confirming the Plan (the “Confirmation Order”). The Plan constitutes a separate plan of reorganization for each of the Debtors and sets forth the terms and conditions of the Debtors’ reorganization. See the “Terms of the Plan” section in Note 3 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 for a description of the terms and conditions of the confirmed Plan.

Since the Effective Date, Reorganized Tribune Company has substantially consummated the various transactions contemplated under the Plan. In particular, the Company has made all distributions of cash, Common Stock and Warrants (each as defined and described in Note 11) that were required to be made under the terms of the Plan to creditors holding allowed claims as of December 31, 2012. Claims of general unsecured creditors that become allowed claims on or after the Effective Date have been or will be paid on the next quarterly distribution date after such allowance.

Pursuant to the terms of the Plan, the Company is also obligated to make certain additional payments to certain creditors, including certain distributions that may become due and owing subsequent to the Effective Date and certain payments to holders of administrative expense priority claims and fees earned by professional advisors during the Chapter 11 proceedings. On the Effective Date, Reorganized Tribune Company held restricted cash of $187 million which was estimated to be sufficient to satisfy such obligations. At June 30, 2016, restricted cash held by the Company to satisfy the remaining claim obligations was $18 million and is estimated to be sufficient to satisfy such obligations. If the aggregate allowed amount of the remaining claims exceeds the restricted cash held for satisfying such claims, the Company would be required to satisfy the allowed claims from its cash on hand from operations.

Confirmation Order Appeals—Notices of appeal of the Confirmation Order were filed on July 23, 2012 by (i) Aurelius Capital Management, LP (“Aurelius”), on behalf of its managed entities that were holders of the Predecessor’s senior notes and Exchangeable Subordinated Debentures due 2029 (“PHONES”) and (ii) Law Debenture Trust Company of New York (“Law Debenture”), successor trustee under the indenture for the Predecessor’s prepetition 6.61% debentures due 2027 and the 7.25% debentures due 2096, and Deutsche Bank Trust Company Americas (“Deutsche Bank”), successor trustee under the indentures for the Predecessor’s prepetition medium-term notes due 2008, 4.875% notes due 2010, 5.25% notes due 2015, 7.25% debentures due 2013 and 7.5%

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

debentures due 2023. Additional notices of appeal were filed on August 2, 2012 by Wilmington Trust Company (“WTC”), as successor indenture trustee for the PHONES, and on August 3, 2012 by EGI-TRB, L.L.C., a Delaware limited liability company wholly-owned by Sam Investment Trust (a trust established for the benefit of Samuel Zell and his family) (the “Zell Entity,” and, together with Aurelius, Law Debenture, Deutsche Bank and WTC, the “Appellants”). The confirmation appeals were transmitted to the United States District Court for the District of Delaware (the “Delaware District Court”) and were consolidated, together with two previously-filed appeals by WTC of the Bankruptcy Court’s orders relating to certain provisions in the Plan, under the caption Wilmington Trust Co. v. Tribune Co. (In re Tribune Co.), Case Nos. 12-cv-128, 12-mc-108, 12-cv-1072, 12-cv-1073, 12-cv-1100 and 12-cv-1106. Case No. 12-mc-108 was closed without disposition on January 14, 2014.

The Appellants sought, among other relief, to overturn the Confirmation Order and certain prior orders of the Bankruptcy Court embodied in the Plan, including the settlement of certain claims and causes of action related to the series of transactions (collectively, the “Leveraged ESOP Transactions”) consummated by the Predecessor, the Tribune Company employee stock ownership plan, the Zell Entity and Samuel Zell in 2007. See “Terms of the Plan” in Note 3 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 for a description of the terms and conditions of the confirmed Plan and “Certain Causes of Action Arising From the Leveraged ESOP Transactions” in Note 3 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 for a description of the Leveraged ESOP Transactions. WTC and the Zell Entity also sought to overturn determinations made by the Bankruptcy Court concerning the priority in right of payment of the PHONES and the subordinated promissory notes held by the Zell Entity and its permitted assignees, respectively. There is currently no stay of the Confirmation Order in place pending resolution of the confirmation-related appeals. In January 2013, the Company filed a motion to dismiss the appeals as equitably moot, based on the substantial consummation of the Plan. On June 18, 2014, the Delaware District Court entered an order granting in part and denying in part the motion to dismiss. The effect of the order was to dismiss all of the appeals, with the exception of the relief requested by the Zell Entity concerning the priority in right of payment of the subordinated promissory notes held by the Zell Entity and its permitted assignees with respect to any state law fraudulent transfer claim recoveries from a creditor trust that was proposed to be formed under a prior version of the Plan, but was not formed under the Plan as confirmed by the Bankruptcy Court. The Delaware District Court vacated the Bankruptcy Court’s ruling to the extent it opined on that issue. On July 16, 2014, Aurelius, Law Debenture and Deutsche Bank timely appealed the Delaware District Court’s order to the U.S. Court of Appeals for the Third Circuit. On August 19, 2015, the Third Circuit affirmed the Delaware District Court’s dismissal of Aurelius’s appeal of the Confirmation Order. The Third Circuit, however, reversed the Delaware District Court’s dismissal of Law Debenture’s and Deutsche Bank’s appeals of the Confirmation Order, and remanded those appeals to the District Court for further proceedings on the merits. On September 11, 2015, the Third Circuit denied Aurelius’s petition for en banc review of the court’s decision and on January 11, 2016, Aurelius filed a petition for writ of certiorari to the U.S. Supreme Court. That petition was denied on March 31, 2016. If the remaining Appellants succeed on their appeal, our financial condition may be adversely affected.

Resolution of Outstanding Prepetition Claims—As of the Effective Date, approximately 7,400 proofs of claim had been filed against the Debtors. Additional claims were filed after the Effective Date, including to amend or supplement previously filed claims. Additional claims were also included in the Debtors’ respective schedules of assets and liabilities which were filed with the Bankruptcy Court. Amounts and payment terms for these claims, if applicable, were established in the Plan. As of July 31, 2016, approximately 3,295 proofs of claim had been withdrawn or expunged as a result of the Debtors’ evaluation of the filed proofs of claim and their efforts to reduce and/or eliminate invalid, duplicative and/or over-stated claims. In addition, approximately 3,755 proofs of claim had been settled or otherwise satisfied pursuant to the terms of the Plan.

As of July 31, 2016, approximately 403 proofs of claim remain subject to further evaluation and adjustments. The majority of the remaining proofs of claim were filed by certain of the Company’s former directors and officers, asserting indemnity and other related claims against the Company for claims brought against them in lawsuits arising from the Leveraged ESOP Transactions. Those lawsuits are pending in multidistrict litigation (“MDL”) before the United States District Court for the Southern District of New York (the “NY District Court”) in

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

proceedings captioned In re Tribune Co. Fraudulent Conveyance Litigation, under the consolidated docket numbers 1:11-md-02296 and 1:12-mc-02296. See “Certain Causes of Action Arising From the Leveraged ESOP Transactions” in Note 3 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 for a description of the MDL proceedings in the NY District Court as of February 29, 2016. On March 24, 2016, the U.S. Court of Appeals for the Second Circuit (the “Second Circuit”) issued a decision upholding the NY District Court’s dismissal of the state law constructive fraudulent transfer causes of action commenced by Deutsche Bank, Law Debenture and WTC, as indenture trustees for the Predecessor’s senior noteholders and PHONES, and, separately, certain retirees (collectively and as subsequently amended, the “SLCFC Actions”), on the alternative grounds set forth in the cross-appeal of the defendants’ liaison counsel on behalf of the defendants. The Second Circuit issued a corrected opinion upholding the dismissal of the SLCFC Actions on March 29, 2016. The remaining lawsuits pending in the MDL proceedings are asserted by the litigation trust formed, pursuant to the Plan, to pursue certain causes of action arising from the Leveraged ESOP Transactions for the benefit of certain creditors that received interests in the litigation trust as part of their distributions under the Plan (the “Litigation Trust”). Under the Plan, such indemnity-type claims against the Company must be set off against any recovery by the Litigation Trust against any of the directors and officers, and the Litigation Trust is authorized to object to the allowance of any such indemnity-type claims.

Adjustments to prepetition claims may result from, among other things, negotiations with creditors, further orders of the Bankruptcy Court and, in certain instances, litigation. The ultimate amounts to be paid in settlement of each of these claims, including indemnity claims, will continue to be subject to uncertainty for a period of time after the Effective Date.

Reorganization Items, Net—ASC Topic 852, “Reorganizations,” requires that the financial statements for periods subsequent to the filing of the Chapter 11 Petitions distinguish transactions and events that are directly associated with the reorganization from the operations of the business. Accordingly, revenues, expenses (including professional fees), realized gains and losses, and provisions for losses directly associated with the reorganization and restructuring of the business are reported in reorganization items, net in the Company’s unaudited Condensed Consolidated Statements of Operations included herein. Reorganization costs include provisions and adjustments to reflect the carrying value of certain prepetition liabilities at their estimated allowable claim amounts as well as professional advisory fees and other costs directly associated with the Debtors’ Chapter 11 cases.

Reorganization items, net included in the Company’s unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2016 and June 30, 2015 totaled $0.4 million and $1 million, respectively, and for the six months ended June 30, 2016 and June 30, 2015 totaled $1 million and $2 million, respectively.

The Company expects to continue to incur certain expenses pertaining to the Chapter 11 proceedings throughout 2016 and in future periods. These expenses will include primarily professional advisory fees and other costs related to the resolution of unresolved claims.

FCC Regulation—Various aspects of the Company’s operations are subject to regulation by governmental authorities in the United States. The Company’s television and radio broadcasting operations are subject to FCC jurisdiction under the Communications Act of 1934, as amended. FCC rules, among other things, govern the term, renewal and transfer of radio and television broadcasting licenses, and limit the number of media interests in a local market that a single entity can own. Federal law also regulates the rates charged for political advertising and the quantity of advertising within children’s programs.

Television and radio broadcast station licenses are granted for terms of up to eight years and are subject to renewal by the FCC in the ordinary course, at which time they may be subject to petitions to deny the license renewal applications. As of August 9, 2016, the Company had FCC authorization to operate 39 television stations and one AM radio station.

Under the FCC’s “Local Television Multiple Ownership Rule” (the “Duopoly Rule”), the Company may own up to two television stations within the same Nielsen Designated Market Area (“DMA”) (i) provided certain

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specified signal contours of the stations do not overlap, (ii) where certain specified signal contours of the stations overlap but, at the time the station combination was created, no more than one of the stations was a top 4-rated station and the market would continue to have at least eight independently-owned full power stations after the station combination is created or (iii) where certain waiver criteria are met. The Company owns duopolies permitted under the “top-4/8 voices” test in the Seattle, Denver, St. Louis, Indianapolis, Oklahoma City and New Orleans DMAs. The Indianapolis duopoly is permitted under the Duopoly Rule because it met the top-4/8 voices test at the time we acquired WTTV(TV)/WTTK(TV) in July 2002. Duopoly Rule waivers granted in connection with the FCC’s approval of the Company’s plan of reorganization (the “Exit Order”) or the Local TV Acquisition (the “Local TV Transfer Order”) authorize the Company’s ownership of duopolies in the New Haven-Hartford and Fort Smith-Fayetteville DMAs, and full power “satellite” stations in the Denver and Indianapolis DMAs.

Under the FCC’s “Newspaper Broadcast Cross Ownership Rule” (the “NBCO Rule”), the Company and holders of “attributable interests” in the Company generally are prohibited from owning or holding attributable interests in both daily newspapers and broadcast stations in the same market. On August 4, 2014, the Company completed the Publishing Spin-off and retained 381,354 shares of tronc common stock, then representing 1.5% of the outstanding common stock of tronc (see Note 2 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 for further information). The Company determined that it does not have an attributable interest in the daily newspaper business or operations of tronc. As a result of the pro rata distribution of tronc stock to shareholders of the Company, the three attributable shareholders of the Company (collectively, the “Attributable Shareholders”) became attributable shareholders of tronc. The residual common attributable interests of the Attributable Shareholders in the Company and tronc maintain the status quo with respect to these shareholders’ interests in the companies.

The Company’s television/newspaper interests are subject to a temporary waiver of the NBCO Rule which was granted by the FCC in conjunction with its approval of the Plan (the “Exit Order”). On November 12, 2013, the Company filed with the FCC a request for extension of the temporary NBCO Rule waivers granted in the Exit Order. That request is pending. Meanwhile, in its pending 2014 Quadrennial Review of the ownership rules, the FCC is considering a proposal that would modify the NBCO Rule by providing an exception for failed or failing entities and for consideration of waivers of the rule on a case-by-case basis. The proceeding is pending. The Company cannot predict the outcome of this proceeding or whether the FCC will allow the Company’s existing temporary waiver to remain in effect pending the conclusion of the proceeding.

The FCC’s “National Television Multiple Ownership Rule” prohibits the Company from owning television stations that, in the aggregate, reach more than 39% of total U.S. television households, subject to a 50% discount of the number of television households attributable to UHF stations (the “UHF Discount”). The Company’s current national reach would exceed the 39% cap on an undiscounted basis. In a pending rulemaking proceeding the FCC has proposed to repeal the UHF Discount but to grandfather existing combinations that exceed the 39% cap. Under the FCC’s proposal, absent a waiver, a grandfathered station group would have to come into compliance with the modified cap upon a sale or transfer of control. If adopted as proposed, the elimination of the UHF Discount would affect the Company’s ability to acquire additional television stations (including the Dreamcatcher stations that are the subject of certain option rights held by the Company, see Note 5 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 for further information).

The Company provides certain operational support and other services to Dreamcatcher pursuant to shared services agreement (“SSA”). In its pending 2014 Quadrennial Review proceeding, the FCC is seeking comment on proposals to adopt reporting requirements for SSAs. The Company cannot predict the outcome of that proceeding or its effect on the Company’s business or operations. Meanwhile, in a public notice released on March 12, 2014, the FCC announced that pending and future transactions involving SSAs will be subject to a higher level of scrutiny if they include a combination of certain operational and economic features. Although the Company currently has no transactions pending before the FCC that would be subject to such higher scrutiny, this policy could limit the Company’s future ability to enter into SSAs or similar arrangements.

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In a Report and Order and Further Notice of Proposed Rulemaking issued on March 31, 2014, the FCC sought comment on whether to eliminate or modify its “network non-duplication” and “syndicated exclusivity” rules, pursuant to which local television stations may enforce their contractual exclusivity rights with respect to network and syndicated programming. Pursuant to the Satellite Television Extension and Localism Act of 2010 (“STELA”) Reauthorization Act, enacted in December 2014 (“STELAR”), the FCC has adopted regulations prohibiting a television station from coordinating retransmission consent negotiations or negotiating retransmission consent on a joint basis with a separately owned television station in the same market. The Company does not currently engage in retransmission consent negotiations jointly with any other stations in its markets. In response to Congress’s directive in STELAR, on September 2, 2015, the FCC issued a Notice of Proposed Rulemaking (“NPRM”) seeking comment on whether the FCC should make changes to its rules requiring that commercial broadcast television stations and multichannel video programming distributors (“MVPDs”) negotiate in “good faith” for the retransmission by MVPDs of local television signals. On July 14, 2016, Chairman Wheeler announced that the FCC will not adopt additional rules governing parties’ good faith negotiation obligations.

Federal legislation enacted in February 2012 authorizes the FCC to conduct voluntary “incentive auctions” in order to reallocate certain spectrum currently occupied by television broadcast stations to mobile wireless broadband services, to “repack” television stations into a smaller portion of the existing television spectrum band and to require television stations that do not participate in the auction to modify their transmission facilities, subject to reimbursement for reasonable relocation costs up to an industry-wide total of $1.750 billion. If any of the Company’s television stations are required to change frequencies or otherwise modify their operations, the stations could incur substantial conversion costs, reduction or loss of over-the-air signal coverage or an inability to provide high definition programming and additional program streams. The FCC adopted rules to implement the incentive auction and repacking through a number of orders and public notices. Applications to participate in the auction, were due January 12, 2016. The Company has filed applications to participate in the auction. The FCC completed Stage 1 of the Reverse Auction on June 29, 2016, and has announced that the forward auction bidding rounds will commence on August 16, 2016, however, that date may be cancelled, delayed or materially altered. The Company cannot predict the likelihood, timing or outcome of the incentive auction, or any related FCC regulatory action. The FCC has adopted strict communications prohibitions with respect to the auction, which went into effect on January 12, 2016, and will remain in effect until the FCC publicly announces that the auction has ended (which could be as late as fourth quarter 2016 or later). During such time, the Company and its agents, employees, officers and directors are prohibited from directly or indirectly communicating- both internally and externally- certain information regarding the Company’s auction participation.

As described in Note 5 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015, the Company completed the Local TV Acquisition on December 27, 2013 pursuant to FCC staff approval granted on December 20, 2013 in the Local TV Transfer Order. On January 22, 2014, Free Press filed an Application for Review seeking review by the full Commission of the Local TV Transfer Order. The Company filed an Opposition to the Application for Review on February 21, 2014. Free Press filed a reply on March 6, 2014. The matter is pending.

On January 27, 2016, the FCC announced the initiation of a proceeding entitled “Proposal to Unlock the Set-Top Box: Creating Choice & Innovation.” On February 18, 2016, the FCC released a Notice of Proposed Rule Making that proposed, among other things, to require program providers to pass through information about what programming is available, such as channel and program information and “entertainment identifier register IDs.” Adoption of this requirement without, among other things, adequately protecting proprietary and intellectual property rights in program guide content of which we are a major producer and distributor, and respecting contracts between entertainment data providers and their customers could negatively affect our entertainment data licensing business. This proceeding is currently pending and the Company cannot predict its outcome or timing.

From time to time, the FCC revises existing regulations and policies in ways that could affect the Company’s broadcasting operations. In addition, Congress from time to time considers and adopts substantive amendments to the governing communications legislation. The Company cannot predict such actions or their resulting effect upon the Company’s business and financial position.

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Other Contingencies—The Company and its subsidiaries are defendants from time to time in actions for matters arising out of their business operations. In addition, the Company and its subsidiaries are involved from time to time as parties in various regulatory, environmental and other proceedings with governmental authorities and administrative agencies. See Note 9 for a discussion of potential income tax liabilities.

The Company does not believe that any other matters or proceedings presently pending will have a material adverse effect, individually or in the aggregate, on its consolidated financial position, results of operations or liquidity.

NOTE 9: INCOME TAXES

In the three and six months ended June 30, 2016, the Company recorded income tax expense of $210 million and $223 million, respectively. For the three months ended June 30, 2016, the rate differs from the U.S. federal statutory rate of 35% due to state income taxes (net of federal benefit), a $102 million charge to establish a reserve net of federal and state tax benefit for interest on the Newsday transaction, and a related $91 million charge to adjust the Company’s deferred taxes, as described below, the domestic production activities deduction, other non-deductible expenses, and a $2 million benefit related to certain state income tax matters and other adjustments. For the six months ended June 30, 2016, the rate was also impacted by a $4 million charge related to the write-off of unrealized deferred tax assets related to stock-based compensation.

In the three and six months ended June 30, 2015, the Company recorded income tax benefit of less than $1 million and income tax expense of $22 million, respectively. The rates differ from the U.S. federal statutory rate of 35% due to state income taxes (net of federal benefit), the domestic production activities deduction, and other non-deductible expenses. The non-deductible items in the three months ended June 30, 2015 had a greater impact on the effective tax rate due to the pretax loss.

Newsday and Chicago Cubs Transactions—As further described in Note 9 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015, the Company consummated the closing of the Newsday Transactions on July 29, 2008. As a result of these transactions, CSC, through NMG Holdings, Inc., owned approximately 97% and the Company owned approximately 3% of NHLLC. The fair market value of the contributed Newsday Media Group business (“NMG”) net assets exceeded their tax basis and did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the IRC and related regulations. In March 2013, the IRS issued its audit report on the Company’s federal income tax return for 2008 which concluded that the gain should have been included in the Company’s 2008 taxable income. Accordingly, the IRS has proposed a $190 million tax and a $38 million accuracy-related penalty. After-tax interest on the proposed tax and penalty through June 30, 2016 would be approximately $47 million. The Company disagrees with the IRS’s position and has timely filed a protest in response to the IRS’s proposed tax adjustments. The Company is contesting the IRS’s position in the IRS administrative appeals division. If the IRS position prevails, the Company would also be subject to approximately $22 million, net of tax benefits, of state income taxes, interest and penalties through June 30, 2016. If the IRS prevails, the tax, interest and penalty due will be offset by any tax payments made relating to this transaction subsequent to 2008. Through December 31, 2015, the Company has made approximately $136 million of federal and state tax payments through its regular tax reporting process which included $101 million that became payable upon closing of the sale of the Newsday partnership interest as further described in Note 5. The sale of its partnership interest does not impact the IRS audit, nor does it change the Company’s view on the tax position(s) taken on the original transaction.

During the second quarter of 2016, as a result of extensive discussions with the IRS administrative appeals division, the Company reevaluated its tax litigation position related to the Newsday transaction and re-measured the cumulative most probable outcome of such proceedings. As a result, the Company recorded a $102 million charge which is included in the Company’s unaudited Condensed Consolidated Balance Sheet as a $125 million current income tax reserve and a $23 million reduction in deferred income tax liabilities. The income tax reserve includes federal and state taxes, interest and penalties while the deferred income tax benefit is primarily related to deductible interest expense. The Company expects to reach a resolution of the tax dispute in the second half of 2016. In

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connection with the potential resolution of the matter, the Company also recorded $91 million of income tax expense to increase the Company’s deferred income tax liability to reflect a reduction in the tax basis of the Company’s assets. The reduction in tax basis is required to reflect the expected negotiated reduction in the amount of the Company’s guarantee of the Newsday partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy.

As further described in Note 9 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015, the Company consummated the closing of the Chicago Cubs Transactions on October 27, 2009. As a result of these transactions, Ricketts Acquisition LLC owns 95% and the Company owns 5% of the membership interests in New Cubs LLC. The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the IRC and related regulations. On June 28, 2016, the IRS issued the Company a Notice of Deficiency (“Notice”) which presents the IRS’s position that the gain should have been included in the Company’s 2009 taxable income. Accordingly, the IRS has proposed a $182 million tax and a $73 million gross valuation misstatement penalty. After-tax interest on the proposed tax and penalty through June 30, 2016 would be approximately $35 million. The Company continues to disagree with the IRS’s position that the transaction generated a taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain. During the third quarter of 2016, the Company expects to file a petition in U.S. Tax Court to contest the IRS’s determination. If the gain on the Chicago Cubs Transactions is deemed to be taxable in 2009, the Company estimates that the federal and state income taxes would be approximately $225 million before interest and penalties. However, if the IRS prevails in their position, any tax, interest and penalty due will be offset by any tax payments made relating to this transaction subsequent to 2009. Through June 30, 2016, the Company has paid approximately $36 million through its regular tax reporting process. The Company does not maintain any tax reserves relating to the Chicago Cubs Transactions. In accordance with ASC Topic 740, the Company’s unaudited Condensed Consolidated Balance Sheet at June 30, 2016 includes a deferred tax liability of $163 million related to the future recognition of taxable income related to the Chicago Cubs Transactions.

Other—Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are unpredictable and could result in tax liabilities that are significantly higher or lower than that which has been provided by the Company. The Company accounts for uncertain tax positions in accordance with ASC Topic 740, which addresses the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s liability for unrecognized tax benefits totaled $156 million at June 30, 2016, which includes a $125 million reserve related to the Newsday transaction, and $34 million at December 31, 2015. The Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $136 million within the next twelve months due to the resolution of tax examination issues, including the Newsday dispute, and statute of limitations expirations.

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NOTE 10: PENSION AND OTHER RETIREMENT PLANS

The components of net periodic benefit credit for Company-sponsored pension plans, net of taxes, for the three and six months ended June 30, 2016 and June 30, 2015 were as follows (in thousands):



	Pension Benefits
	Three Months Ended						Six Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Service cost	$	177		$	198		$	346		$	354
Interest cost	20,611			20,531			41,362			40,908
Expected return on plans’ assets	(26,895		)	(28,009		)	(53,808		)	(55,845		)
Amortization of prior service costs	45			—			45			—
Net periodic benefit credit	$	(6,062	)	$	(7,280	)	$	(12,055	)	$	(14,583	)

Net periodic benefit (credit) cost related to other post retirement benefit plans was not material in all periods presented. For 2016, the Company does not expect to make any contributions to its qualified pension plans and expects to contribute $1 million to its other postretirement plans. In the three and six months ended June 30, 2016 and June 30, 2015, the Company’s contributions were not material.

NOTE 11: CAPITAL STOCK

As of the Effective Date, Reorganized Tribune Company issued 78,754,269 shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), and 4,455,767 shares of Class B Common Stock, par value $0.001 per share (“Class B Common Stock” and together with Class A Common Stock, “Common Stock”). Certain creditors that were entitled to receive Common Stock, either voluntarily elected to receive Class B Common Stock in lieu of Class A Common Stock or were allocated Class B Common Stock in lieu of Class A Common Stock in order to comply with the FCC’s ownership rules and requirements. The Class A Common Stock and Class B Common Stock generally provide identical economic rights, but holders of Class B Common Stock have limited voting rights, including that such holders have no right to vote in the election of directors. Subject to the ownership limitations described below, each share of Class A Common Stock is convertible into one share of Class B Common Stock and each share of Class B Common Stock is convertible into one share of Class A Common Stock, in each case, at the option of the holder at any time. During the three and six months ended June 30, 2015, on a net basis, 2,355,286 shares and 2,401,409 shares, respectively, of Class B Common Stock were converted into 2,355,286 shares and 2,401,409 shares, respectively, of Class A Common Stock. There were no conversions during the three and six months ended June 30, 2016.

In addition, on the Effective Date, Reorganized Tribune Company entered into the Warrant Agreement, pursuant to which the Company issued 16,789,972 Warrants to purchase Common Stock (the “Warrants”). The Company issued the Warrants in lieu of Common Stock to creditors that were otherwise eligible to receive Common Stock in connection with the implementation of the Plan in order to comply with the FCC’s foreign ownership restrictions. Each Warrant entitles the holder to purchase from the Company, at the option of the holder and subject to certain restrictions set forth in the Warrant Agreement and described below, one share of Class A Common Stock or one share of Class B Common Stock at an exercise price of $0.001 per share, subject to adjustment and a cashless exercise feature. The Warrants may be exercised at any time on or prior to December 31, 2032. During the three months ended June 30, 2016 and June 30, 2015, 31,958 and 1,273,345 Warrants, respectively, were exercised for 31,958 and 1,273,338 shares, respectively, of Class A Common Stock. During the six months ended June 30, 2016 and June 30, 2015, 132,066 and 1,694,988 Warrants, respectively, were exercised for 132,066 and 1,694,981 shares, respectively, of Class A Common Stock. No Warrants were exercised for Class B Common Stock during the six months ended June 30, 2016 and June 30, 2015. At June 30, 2016, the following amounts were issued: 159,243

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Warrants, 100,378,256 shares of Class A Common Stock, of which 9,415,191 were held in treasury, and 5,605 shares of Class B Common Stock.

The Company is authorized to issue up to one billion shares of Class A Common Stock, up to one billion shares of Class B Common Stock and up to 40 million shares of preferred stock, each par value $0.001 per share, in one or more series. The Company has not issued any shares of preferred stock. The Company’s Class A Common Stock is currently traded on the New York Stock Exchange under the symbol “TRCO.” The Company’s Class B Common Stock and Warrants are currently traded over-the-counter under the symbols “TRBAB” and “TRBNW,” respectively.

Pursuant to the Company’s amended and restated certificate of incorporation and the Warrant Agreement, in the event the Company determines that the ownership or proposed ownership of Common Stock or Warrants, as applicable, would be inconsistent with or violate any federal communications laws, materially limit or impair any business activities or proposed business activities of the Company under any federal communications laws, or subject the Company to any regulation under any federal communications laws to which the Company would not be subject, but for such ownership or proposed ownership, the Company may, among other things: (i) require a holder of Common Stock or Warrants to promptly furnish information reasonably requested by the Company, including information with respect to citizenship, ownership structure, and other ownership interests and affiliations; (ii) refuse to permit a proposed transfer or conversion of Common Stock, or condition transfer or conversion on the prior consent of the FCC; (iii) refuse to permit a proposed exercise of Warrants, or condition exercise on the prior consent of the FCC; (iv) suspend the rights of ownership of the holders of Common Stock or Warrants; (v) require the conversion of any or all shares of Common Stock held by a stockholder into shares of any other class of capital stock of the Company with equivalent economic value, including the conversion of shares of Class A Common Stock into shares of Class B Common Stock or the conversion of shares of Class B Common Stock into shares of Class A Common Stock; (vi) require the exchange of any or all shares of Common Stock held by any stockholder of the Company for warrants to acquire the same number and class of shares of capital stock in the Company; (vii) to the extent the foregoing are not reasonably feasible, redeem any or all such shares of Common Stock; or (viii) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction to prevent or cure any such situation.

On the Effective Date, Reorganized Tribune Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain entities related to Angelo, Gordon & Co., L.P. (the “AG Group”), Oaktree Tribune, L.P., an affiliate of Oaktree Capital Management, L.P. (the “Oaktree Group”) and Isolieren Holding Corp., an affiliate of JPMorgan (the “JPM Group,” and each of the JPM Group, AG Group and Oaktree Group, a “Stockholder Group”) and certain other holders of Registrable Securities who become a party thereto. See Note 16 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 for additional information relating to the Registration Rights Agreement.

Secondary Public Offering—Following the exercise of one of the demand registration rights by the stockholders under the Registration Rights Agreement described above, the Company filed a registration statement on Form S-1 and on April 22, 2015 it was declared effective by the SEC for a secondary offering of Class A Common Stock. On April 28, 2015, the selling stockholders completed the sale of 9,240,073 shares of Class A Common Stock at a price of $56.00 per share. The Company did not receive any of the proceeds from the shares of Class A Common Stock sold by the selling stockholders.

Common Stock Repurchases—On October 13, 2014, the Board authorized a stock repurchase program, under which the Company could repurchase up to $400 million of its outstanding Class A Common Stock in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. During fiscal 2015, the Company repurchased 6,569,056 shares of Class A Common Stock in open market transactions for $332 million at an average price of $50.59 per share, which is exclusive of 125,566 shares, valued at $8 million, for which the Company placed trades prior to December 28, 2014 that were not settled until the first three business days of the first quarter of 2015. As of December 31, 2015, the

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Company had repurchased the full $400 million of outstanding Class A Common Stock, totaling 7,670,216 shares, authorized under this repurchase program.

On February 24, 2016, the Board authorized a new stock repurchase program, under which the Company may repurchase up to $400 million of its outstanding Class A Common Stock. Under the stock repurchase program, the Company may repurchase shares in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations. During the first quarter of 2016, the Company repurchased 341,548 shares in open market transactions for $13 million at an average price of $37.30 per share, inclusive of 100,089 shares, valued at $4 million, for which the Company placed trades on or prior to March 31, 2016 that were not settled until the second quarter of 2016. During the second quarter of 2016, the Company repurchased 1,473,364 shares in open market transactions for $56 million at an average price of $38.35 per share, inclusive of 69,719 shares, valued at $3 million, for which the Company placed trades on or prior to June 30, 2016 that were not settled until the third quarter of 2016. As of June 30, 2016, the remaining authorized amount under the current authorization totaled approximately $331 million.

Special Cash Dividend—On March 5, 2015, the Board authorized and declared a special cash dividend of $6.73 per share of Common Stock (the “Special Cash Dividend”), which was paid on April 9, 2015 to holders of record of Common Stock at the close of business on March 25, 2015. In addition, pursuant to the terms of the Warrant Agreement, the Company made a cash payment of $6.73 per Warrant on April 9, 2015 to holders of record of Warrants at the close of business on March 25, 2015. The total aggregate payment on April 9, 2015 totaled $649 million, including the payment to holders of Warrants.

Quarterly Cash Dividends—The Board declared quarterly cash dividends per share on Common Stock to holders of record of Common Stock and Warrants as follows (in thousands, except per share data):



	2016				2015
	Per Share		Total Amount		Per Share		Total Amount
First quarter	$	0.25	$	23,215	$	—	$	—
Second quarter	0.25		22,959		0.25		24,100
Total quarterly cash dividends declared and paid	$	0.50	$	46,174	$	0.25	$	24,100

On August 3, 2016, the Board declared a quarterly cash dividend on Common Stock of $0.25 per share to be paid on September 2, 2016 to holders of record of Common Stock and Warrants as of August 19, 2016.

The payment of cash dividends also results in the issuance of Dividend Equivalent Units (“DEUs”) to holders of RSUs and PSUs each, as defined and described in Note 12. The DEUs will be reinvested in RSUs and PSUs and settled concurrently with the vesting of associated RSUs and PSUs. Pursuant to the Company’s policy, the forfeitable DEUs and dividends payable in cash are treated as a reduction of retained earnings or, if the Company is in a retained deficit position, as a reduction of additional paid-in capital.

The declaration of any future dividends and the establishment of the per share amount, record dates and payment dates for any such future dividends are at the discretion of the Board and will depend upon various factors then existing, including earnings, financial condition, results of operations, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends (including the restricted payment covenant contained in the credit agreement governing the Secured Credit Facility), restrictions imposed by applicable law, general business conditions and other factors that the Board may deem relevant. In addition, pursuant to the terms of the Warrant Agreement, concurrently with any cash dividend made to holders of the Company’s Common Stock, holders of Warrants are entitled to receive a cash payment equal to the amount of the dividend paid per share of Common Stock for each Warrant held.

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NOTE 12: STOCK-BASED COMPENSATION

On May 5, 2016, the 2016 Incentive Compensation Plan (the “Incentive Compensation Plan”) was approved by the Company’s shareholders for the purpose of granting stock awards to officers and employees of the Company and its subsidiaries. There are 5,100,000 shares of Class A Common Stock authorized for issuance under the Incentive Compensation Plan, of which 4,609,314 shares were available for grant as of June 30, 2016. On May 5, 2016, the Stock Compensation Plan for Non-Employee Directors (the “Directors Plan” and, together with the Incentive Compensation Plan, “2016 Equity Plans”) was approved by the Company’s shareholders for the purpose of granting stock awards to the Company’s Board members. There are 200,000 shares of Class A Common Stock authorized for issuance under the Directors Plan, of which 200,000 shares were available for grant as of June 30, 2016.

On March 1, 2013, the Compensation Committee of the Board adopted the 2013 Equity Incentive Plan (the “Equity Incentive Plan”) for the purpose of granting stock awards to directors, officers and employees of the Company and its subsidiaries. Stock awarded pursuant to the Equity Incentive Plan was limited to five percent of the outstanding Common Stock on a fully diluted basis as of the Effective Date. There were 5,263,000 shares of Common Stock authorized for issuance under the Equity Incentive Plan. Prior to the adoption of the 2016 Equity Plans, the Company had 616,332 shares of Class A Common Stock available for grant under the Equity Incentive Plan. Subsequent to the approval of the 2016 Equity Plans by the Company’s shareholders, no additional awards will be granted under the Equity Incentive Plan.

The Incentive Compensation Plan provides for the granting of non-qualified stock options (“NSOs”), incentive stock options (“ISOs”), stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance share units (“PSUs”), restricted stock awards and other stock-based awards (collectively “Equity Awards”). The Directors Plan provides for the granting of shares, stock options and other stock-based awards (collectively “Director Equity Awards”). Pursuant to ASC Topic 718, “Compensation-Stock Compensation,” the Company measures stock-based compensation costs on the grant date based on the estimated fair value of the award and recognizes compensation costs on a straight-line basis over the requisite service period for the entire award. The Company’s equity plans allow employees and directors to surrender to the Company shares of vested common stock upon vesting of their stock awards or at the time they exercise their NSOs in lieu of their payment of the required withholdings for employee taxes. The Company does not withhold taxes on Equity Awards in excess of minimum required statutory requirements.

Holders of RSUs and PSUs also receive DEUs until the RSUs or PSUs vest. See Note 11 for further information. The number of DEUs granted for each RSU or PSU is calculated based on the value of the dividends per share paid on the Company’s Common Stock and the closing price of the Company’s Common Stock on the dividend payment date. The DEUs vest with the underlying RSU or PSU.

NSO and RSU awards generally vest 25% on each anniversary of the date of the grant. Under the 2016 Equity Plans, the exercise price of an NSO award cannot be less than the market price of the Class A Common Stock at the time the NSO award is granted and has a maximum contractual term of 10 years. PSU awards generally cliff vest at the end of the three-year performance periods, depending on the period specified in each respective PSU agreement. The number of PSUs that ultimately vest depends on the Company’s performance relative to specified financial targets for fiscal years 2016, 2017 and 2018. In the second quarter of 2016, the Company granted 214,416 supplemental PSU awards (“Supplemental PSUs”) to certain executive officers. A portion of the Supplemental PSUs will be eligible to vest until March 1, 2018 if a closing stock price of the Company’s Class A Common Stock is maintained for 10 consecutive trading days that equals or exceeds $44 and each increment of $2 thereafter, up to a maximum of $64, as adjusted for dividends declared (each such increment, a “Stock Price Hurdle”). No Stock Price Hurdle will be counted twice, and none of the Supplemental PSUs will vest unless the minimum $44 Stock Price Hurdle is achieved by March 1, 2018. Unrestricted stock awards have been issued to certain members of the Board as compensation for retainer fees and long-term awards. The Company intends to facilitate settlement of all vested awards in common stock, with the exception of certain RSUs granted to non-US based employees which the Company expects to settle in cash.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The Company estimates the fair value of NSO awards using the Black-Scholes option-pricing model, which incorporates various assumptions including the expected term of the awards, volatility of the stock price, risk-free rates of return and dividend yield. The Company determines the fair value of PSU, RSU and unrestricted and restricted stock awards by reference to the quoted market price of the Class A Common Stock on the date of the grant. The Company determined the fair value of Supplemental PSUs using a Monte Carlo simulation model.

Stock-based compensation for the three months ended June 30, 2016 and June 30, 2015 totaled $10 million and $9 million, respectively. Stock-based compensation expense for the six months ended June 30, 2016 and June 30, 2015 totaled $18 million and $17 million, respectively.

A summary of activity and weighted average exercise prices related to the NSOs is reflected in the table below.



	Six Months Ended June 30, 2016
	Shares		Weighted Avg. Exercise Price
Outstanding, beginning of period	1,374,456		$	60.62
Granted	1,241,354		29.22
Forfeited	(172,789	)	40.20
Cancelled	(20,648	)	61.32
Outstanding, end of period	2,422,373		$	45.98
Vested and exercisable, end of period	605,762		$	61.01

A summary of activity and weighted average fair values related to the RSUs is reflected in the table below.



	Six Months Ended June 30, 2016
	Shares		Weighted Avg. Fair Value
Outstanding, beginning of period	839,789		$	58.39
Granted	790,027		29.60
Dividend equivalent units granted	17,153		37.68
Vested	(295,625	)	58.64
Dividend equivalent units vested	(5,415	)	41.51
Forfeited	(79,282	)	43.46
Dividend equivalent units forfeited	(1,390	)	39.20
Outstanding and nonvested, end of period (1)	1,265,257		$	41.13

(1) Includes 19,954 RSUs which were granted to foreign employees and which the Company expects to settle in cash. The fair value of these RSUs at June 30, 2016 was not material. These RSUs generally vest over a four year period.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

A summary of activity and weighted average fair values related to the unrestricted stock awards is as follows:



	Six Months Ended June 30, 2016
	Shares		Weighted Avg. Fair Value
Outstanding, beginning of period	—		$	—
Granted	16,898		33.73
Vested	(16,898	)	33.73
Outstanding and nonvested, end of period	—		$	—

A summary of activity and weighted average fair values related to the PSUs and Supplemental PSUs is reflected in the table below.



	Six Months Ended June 30, 2016
	Shares		Weighted Avg. Fair Value
Outstanding, beginning of period	106,964		$	65.50
Granted (1)	295,390		21.26
Dividend equivalent units granted	3,578		38.93
Vested	(55,720	)	65.06
Dividend equivalent units vested	(1,009	)	41.64
Forfeited	(8,096	)	49.85
Dividend equivalent units forfeited	(199	)	39.79
Outstanding and nonvested, end of period	340,908		$	27.57

(1) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. Includes 214,416 Supplemental PSUs with an average fair value of $16.13 which was determined using a Monte Carlo simulation model, as further described above.

As of June 30, 2016, the Company had not yet recognized compensation cost on nonvested awards as follows (dollars in thousands):



	Unrecognized Compensation Cost		Weighted Average Remaining Recognition Period
Nonvested awards	$	73,845	2.8

NOTE 13: EARNINGS PER SHARE

The Company computes earnings (loss) per common share (“EPS”) under the two-class method which requires the allocation of all distributed and undistributed earnings to common stock and other participating securities based on their respective rights to receive distributions of earnings or losses. The Company’s Class A Common Stock and Class B Common Stock equally share in distributed and undistributed earnings. The Company accounts for the Warrants as participating securities, as holders of the Warrants, in accordance with and subject to the terms and conditions of the Warrant Agreement, are entitled to receive ratable distributions of the Company’s earnings

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

concurrently with such distributions made to the holders of Common Stock, subject to certain restrictions relating to FCC rules and requirements. Under the terms of the Company’s RSU and PSU agreements, unvested RSUs and PSUs contain forfeitable rights to dividends and DEUs. Because the DEUs are forfeitable, they are defined as non-participating securities. As of June 30, 2016, there were 30,151 DEUs outstanding, which will vest at the time that the underlying RSU or PSU vests.

The Company computes basic EPS by dividing net income (loss) applicable to common shares by the weighted average number of common shares outstanding during the period. In accordance with the two-class method, undistributed earnings applicable to the Warrants are excluded from the computation of basic EPS. Diluted EPS is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period as adjusted for the assumed exercise of all outstanding stock awards. The calculation of diluted EPS assumes that stock awards outstanding were exercised at the beginning of the period. The stock awards are included in the calculation of diluted EPS only when their inclusion in the calculation is dilutive.

ASC Topic 260, “Earnings per Share,” states that the presentation of basic and diluted EPS is required only for common stock and not for participating securities. For the three and six months ended June 30, 2016, 167,671 and 212,989, respectively, of the weighted-average Warrants outstanding, have been excluded from the below table. For the three and six months ended June 30, 2015, 1,024,705 and 1,450,390, respectively, of the weighted-average Warrants outstanding, have been excluded from the below table.

The calculation of basic and diluted EPS is presented below (in thousands, except for per share data):



	Three Months Ended						Six Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
EPS numerator:
Net (loss) income, as reported	$	(161,563	)	$	(3,265	)	$	(150,470	)	$	33,152
Less: Dividends distributed to Warrants	40			172			88			172
Less: Undistributed earnings allocated to Warrants	—			—			—			497
Net (loss) income attributable to common shareholders for basic EPS	$	(161,603	)	$	(3,437	)	$	(150,558	)	$	32,483
Add: Undistributed earnings allocated to dilutive securities	—			—			—			1
Net (loss) income attributable to common shareholders for diluted EPS	$	(161,603	)	$	(3,437	)	$	(150,558	)	$	32,484

EPS denominator:
Weighted average shares outstanding - basic	91,676			95,337			92,083			95,374
Impact of dilutive securities	—			—			—			191
Weighted average shares outstanding - diluted	91,676			95,337			92,083			95,565

Net (loss) income per share attributable to common shareholders:
Basic	$	(1.76	)	$	(0.04	)	$	(1.64	)	$	0.34
Diluted	$	(1.76	)	$	(0.04	)	$	(1.64	)	$	0.34

Since the Company was in a net loss position for the three and six months ended June 30, 2016 as well as for the three months ended June 30, 2015, there was no difference between the number of shares used to calculate basic and diluted loss per share in these periods. Because of their anti-dilutive effect, 2,160,479 and 2,098,608 common share equivalents, comprised of NSOs, PSUs, Supplemental PSUs and RSUs, have been excluded from the diluted

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

EPS calculation for the three and six months ended June 30, 2016, respectively. Because of their anti-dilutive effect, 1,940,343 and 1,382,273 common share equivalents, comprised of NSOs, PSUs and RSUs, have been excluded from the diluted EPS calculation for the three and six months ended June 30, 2015, respectively.

NOTE 14: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) is a separate component of shareholders’ equity in the Company’s unaudited Condensed Consolidated Balance Sheets. The following table summarizes the changes in accumulated other comprehensive loss, net of taxes by component for the six months ended June 30, 2016 (in thousands):



	Unrecognized Benefit Plan Gains and Losses			Foreign Currency Translation Adjustments			Unrealized Holding Gain on Marketable Securities		Total
Balance at December 31, 2015	$	(57,391	)	$	(15,764	)	$	2,139	$	(71,016	)
Other comprehensive (loss) income	3,583			(133		)	998		4,448
Balance at June 30, 2016	$	(53,808	)	$	(15,897	)	$	3,137	$	(66,568	)

NOTE 15: RELATED PARTY TRANSACTIONS

The Company’s company-sponsored pension plan assets included an investment in a loan fund limited partnership managed by Oaktree Capital Management, L.P. (“Oaktree”), which is affiliated with Oaktree Tribune, L.P., a principal shareholder of Tribune Media Company. In April 2016, the Company requested a full withdrawal of its investment from the fund managed by Oaktree which had a fair value of $30 million at December 31, 2015. The withdrawal was completed and proceeds were received in June 2016.

The Secured Credit Facility syndicate of lenders includes funds affiliated with Oaktree. These funds held $32 million and $38 million of the Company’s Term B Loans and Former Term Loans at June 30, 2016 and December 31, 2015, respectively.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 16: BUSINESS SEGMENTS

The following table summarizes business segment financial data for the three and six months ended June 30, 2016 and June 30, 2015 (in thousands):



	Three Months Ended						Six Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Operating revenues:
Television and Entertainment	$	467,149		$	445,622		$	921,846		$	855,922
Digital and Data	47,334			43,625			100,587			93,827
Corporate and Other	11,630			12,277			24,195			24,512
Total operating revenues	$	526,113		$	501,524		$	1,046,628		$	974,261
Operating profit (loss):
Television and Entertainment	$	83,588		$	47,088		$	142,333		$	126,436
Digital and Data	(10,298		)	(4,150		)	(13,210		)	(416		)
Corporate and Other	(27,150		)	(23,154		)	(55,767		)	(45,301		)
Total operating profit	$	46,140		$	19,784		$	73,356		$	80,719
Depreciation:
Television and Entertainment	$	11,106		$	12,023		$	22,122		$	23,446
Digital and Data	3,054			2,321			5,951			4,426
Corporate and Other	3,359			3,622			6,784			7,148
Total depreciation	$	17,519		$	17,966		$	34,857		$	35,020
Amortization:
Television and Entertainment	$	41,476		$	41,475		$	82,951		$	82,985
Digital and Data	7,945			6,962			15,848			13,223
Total amortization	$	49,421		$	48,437		$	98,799		$	96,208
Capital Expenditures:
Television and Entertainment	$	6,603		$	5,026		$	13,436		$	14,276
Digital and Data	6,046			7,917			10,969			10,522
Corporate and Other	4,934			9,475			11,026			13,919
Total capital expenditures	$	17,583		$	22,418		$	35,431		$	38,717



	June 30, 2016		December 31, 2015 (1)
Assets:
Television and Entertainment	$	7,445,574	$	7,748,010
Digital and Data	699,564		725,151
Corporate and Other	1,025,988		1,029,280
Assets held for sale	295,542		206,422
Total assets	$	9,466,668	$	9,708,863

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED JUNE 30, 2016
(In thousands of dollars)



	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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED JUNE 30, 2015
(In thousands of dollars)



	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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

SIX MONTHS ENDED JUNE 30, 2016
(In thousands of dollars)



	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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

SIX MONTHS ENDED JUNE 30, 2015
(In thousands of dollars)



	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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF JUNE 30, 2016
(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	$	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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF JUNE 30, 2016
(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	$	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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2015
(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	$	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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2015
(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	$	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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 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	$	(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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this management’s discussion and analysis, unless otherwise specified or the context otherwise requires, “Tribune,” “we,” “our,” “us” and the “Company” refer to Tribune Media Company and its consolidated subsidiaries.

This discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes as well as our audited consolidated financial statements for the fiscal year ended December 31, 2015.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q for the three and six months ended June 30, 2016 (the “Quarterly Report”), as well as other public documents and statements of the Company, includes “forward-looking statements” within the meaning of the federal securities laws, including, without limitation, statements concerning the conditions in our industry, our operations, our economic performance and financial condition. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified or referenced under “Item 1A. Risk Factors” included elsewhere in this Quarterly Report.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements:


•	changes in advertising demand and audience shares;


•	competition and other economic conditions including incremental fragmentation of the media landscape and competition from other media alternatives;


•	changes in the overall market for broadcast and cable television advertising, including through regulatory and judicial rulings;


•	our ability to protect our intellectual property and other proprietary rights;


•	our ability to adapt to technological changes;


•	availability and cost of quality network, syndicated and sports programming affecting our television ratings;


•	the loss, cost and/or modification of our network affiliation agreements;


•	our ability to renegotiate retransmission consent agreements with multichannel video programming distributors (“MVPDs”);


•	the incurrence of additional tax-related liabilities related to historical income tax returns;


•	our ability to expand our Digital and Data business operations internationally;


•	our ability to realize the full value, or successfully complete the planned divestitures, of our real estate assets;


•	the effects of our ongoing contract dispute with DISH Network and our ability to timely enter into a new programming contract with DISH Network;


•	the timing and administration by the FCC of a potential auction of spectrum and our ability to monetize our spectrum through sales, channel sharing arrangements or relocation;


•	the incurrence of costs to address contamination issues at physical sites owned, operated or used by our businesses;


•	adverse results from litigation, governmental investigations or tax-related proceedings or audits;


•	our ability to settle unresolved claims filed in connection with the Debtors’ Chapter 11 cases and resolve the appeals seeking to overturn the Confirmation Order;


•	our ability to satisfy future pension and other postretirement employee benefit obligations;


•	our ability to attract and retain employees;


•	the effect of labor strikes, lock-outs and labor negotiations;


•	our ability to realize benefits or synergies from acquisitions or divestitures or to operate our businesses effectively following acquisitions or divestitures;


•	our ability to successfully execute our business strategy, including our exploration of strategic and financial alternatives to enhance shareholder value;


•	the financial performance of our equity method investments;


•	the impairment of our existing goodwill and other intangible assets;


•	compliance with government regulations applicable to the television and radio broadcasting industry;


•	changes in accounting standards;


•	the payment of cash dividends on our common stock;


•	impact of increases in interest rates on our variable rate indebtedness or refinancings thereof;


•	impact of foreign currency exchange rate changes;


•	our indebtedness and ability to comply with covenants applicable to our debt financing and other contractual commitments;


•	our ability to satisfy future capital and liquidity requirements;


•	our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms;


•	the factors discussed under “Risk Factors” of the Company’s filings with the Securities and Exchange Commission (the “SEC”); and


•	other events beyond our control that may result in unexpected adverse operating results.

We caution you that the foregoing list of important factors is not exhaustive. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Quarterly Report may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Should one or more of the risks or uncertainties described in this Quarterly Report or our other filings with the SEC occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

OVERVIEW

We are a diversified media and entertainment company comprised of 42 television stations, which we refer to as “our television stations,” that are either owned by us or owned by others, but to which we provide certain services, along with a national general entertainment cable network, a radio station, a production studio, a digital and data technology business, a portfolio of real estate assets and investments in a variety of media, websites and other related assets. We believe our diverse portfolio of assets distinguishes us from traditional pure-play broadcasters through our high-quality original and syndicated programming, our ability to capitalize on revenue growth from our Digital and Data assets, cash distributions from our equity investments and revenues from our real estate assets.

Our business operates in the following two reportable segments:

•

Television and Entertainment: Provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting local television stations and distinctive, high quality television series and movies on WGN America, including content produced by Tribune Studios and its production partners, as well as news, entertainment and sports information via our websites and other digital assets. Our Television and Entertainment reportable segment consists of 42 television stations and related websites, including 39 owned stations and 3 stations to which we provide certain services (the “SSAs”) with Dreamcatcher Broadcasting LLC (“Dreamcatcher”); WGN America, a national general entertainment cable network; Tribune Studios, a production company that sources and produces original and exclusive content for WGN America and our local television stations; Antenna TV and THIS TV, national multicast networks; www.Zap2it.com; and WGN, a radio station in Chicago.

•

Digital and Data: Provides innovative technology and services that collect and distribute video, music, sports and entertainment data primarily through wholesale distribution channels to consumers globally. Our Digital and Data reportable segment consists of several businesses driven by our expertise in collection, creation and distribution of data and innovation in unique services and recognition technology that use data, including Gracenote Video, Gracenote Music and Gracenote Sports.

We also hold a variety of investments in cable and digital assets, including equity investments in Television Food Network, G.P. (“TV Food Network”) and CareerBuilder, LLC (“CareerBuilder”). In addition, we report and include under Corporate and Other the management of certain real estate assets, including revenues from leasing our owned office and production facilities and any gains or losses from the sales of our owned real estate, as well as certain administrative activities associated with operating corporate office functions and managing our predominantly frozen company-sponsored defined benefit pension plans.

Our results of operations, when examined on a quarterly basis, reflect the historical seasonality of our advertising revenues. Typically, second and fourth quarter advertising revenues are higher than first and third quarter advertising revenues. Results for the second quarter usually reflect spring seasonal advertising, while the fourth quarter includes advertising related to the holiday season. In addition, our operating results are subject to fluctuations from political advertising as political spending is usually significantly higher in even numbered years due to advertising expenditures preceding local and national elections. For additional information on the businesses we operate, see “Item 1. Business” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “2015 Annual Report”) and our other filings with the SEC.

SIGNIFICANT EVENTS

Exploration of Strategic and Financial Alternatives

On February 29, 2016, we announced that the Board of Directors (the “Board”) and the Company have retained financial advisors and initiated a process to explore a full range of strategic and financial alternatives to enhance shareholder value. The strategic and financial alternatives under consideration include, but are not limited to, the sale or separation of select lines of business or assets, strategic partnerships, programming alliances and return of capital initiatives.

Monetization of Real Estate Assets

As previously disclosed in our 2015 Annual Report, we have accelerated the monetization of a significant portion of our real estate portfolio. On June 2, 2016, we sold our Allentown, PA property for net proceeds of $8 million and on May 2, 2016, we sold our Deerfield Beach, FL property for net proceeds of $24 million. In the second quarter of 2016, we recorded a net loss of less than $1 million on the sale of these properties.

On July 7, 2016, we sold our Seattle, WA property for net proceeds of $19 million and entered into a lease for the property. We expect to recognize a gain of $8 million on this sale which will be deferred and amortized over the life of the lease. On July 12, 2016, we sold two of our Orlando, FL properties for net proceeds of $34 million. We expect to record a net gain of $2 million on the sale of these properties that will be recorded in the third quarter of 2016. On July 14, 2016, we sold our Arlington Heights, IL property for net proceeds of $0.4 million.

Additionally, as of August 9, 2016, we have agreements for the sales of the north block of our Los Angeles Times Square property in downtown Los Angeles, CA and the Olympic Printing Plant facility in the Arts District of downtown Los Angeles, CA, certain broadcasting properties located in Chicago, IL and Denver, CO and properties located in Baltimore, MD. All of these transactions are expected to close during the third quarter of 2016. Non-refundable deposits are currently held in escrow for the Los Angeles Times Square and Olympic Plant properties, subject to the terms of such sale agreements. The closing of these transactions is subject to certain adjustments and customary closing conditions and there can be no assurance that these sales will be completed in a timely manner or at all. We expect to broaden this sales activity to other properties depending on market conditions.

DISH Network Programming Agreement Expiration

On June 12, 2016, Tribune Broadcasting’s programming agreement with DISH Network expired and as a result the Company’s stations and WGN America have been off DISH Network since such time. If we are unable to enter into a new contract with DISH Network, our retransmission consent fees, carriage fees and other revenues will be impacted in future periods.

Chapter 11 Reorganization

On December 8, 2008 (the “Petition Date”), Tribune Company and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (collectively, the “Chapter 11 Petitions”) under chapter 11 (“Chapter 11”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). As further described and defined in Note 3 to our audited consolidated financial statements for the fiscal year ended December 31, 2015, a plan of reorganization (the “Plan”) for the Debtors became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). On March 16, 2015, July 24, 2015, and May 11, 2016, the Bankruptcy Court entered final decrees collectively closing 104 of the Debtors’ Chapter 11 cases. The remaining Debtors’ Chapter 11 proceedings continue to be jointly administered under the caption In re: Tribune Media Company, et al., Case No. 08-13141.

On the Effective Date, all of the conditions precedent to the effectiveness of the Plan were satisfied or waived, the Debtors emerged from Chapter 11, and the settlements, agreements and transactions contemplated by the Plan to be effected on the Effective Date were implemented, including, among other things, the appointment of a new board of directors and the initiation of distributions to creditors. As a result, our ownership changed from the employee stock ownership plan (“ESOP”) to certain of our creditors on the Effective Date (as defined and described in Note 3 to our audited consolidated financial statements for the fiscal year ended December 31, 2015). On January 17, 2013, our Board appointed a chairman of the board and a new chief executive officer. Such appointments were effective immediately.

Since the Effective Date, we have substantially consummated the various transactions contemplated under the Plan. In particular, we have made all distributions of cash, common stock and warrants that were required to be made under the terms of the Plan to creditors holding allowed claims as of December 31, 2012. Claims of general unsecured creditors that become allowed claims on or after the Effective Date have been or will be paid on the next quarterly distribution date after such allowance. At June 30, 2016, restricted cash held by us to satisfy the remaining claim obligations was $18 million and is estimated to be sufficient to satisfy such obligations. If the aggregate allowed amount of the remaining claims exceeds the restricted cash held for satisfying such claims, we will be required to satisfy the allowed claims from our cash on hand from operations. See Note 8 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016 and Note 3 to our audited consolidated financial statements for the fiscal year ended December 31, 2015 for further information regarding the Chapter 11 proceedings.

Secured Credit Facility

On December 27, 2013, in connection with our acquisition of Local TV, we as borrower, along with certain of our operating subsidiaries as guarantors, entered into a $4.073 billion secured credit facility with a syndicate of lenders led by JPMorgan Chase Bank, N.A. (“JPMorgan”) (the “Secured Credit Facility”). The Secured Credit Facility consists of a $3.773 billion term loan facility (the “Term Loan Facility”) and a $300 million revolving credit facility (the “Revolving Credit Facility”). The proceeds of the Term Loan Facility were used to pay the purchase price for Local TV and refinance the existing indebtedness of Local TV and the Term Loan Exit Facility. On June 24, 2015, we, the Guarantors (as defined below) and JPMorgan, as administrative agent, entered into an amendment (the “Amendment”) to the Secured Credit Facility. Prior to the Amendment and the Prepayment (as defined below), $3.479 billion of term loans (the “Former Term Loans”) were outstanding under the Secured Credit Facility. Pursuant to the Amendment, certain lenders under the Secured Credit Facility converted their Former Term Loans into the new tranche of term loans (the “Converted Term B Loans”), along with term loans advanced by certain new lenders, of $1.802 billion (the “New Term B Loans” and, together with the Converted Term B Loans, the “Term B Loans”). The proceeds of Term B Loans advanced by the new lenders were used to prepay in full all of the Former Term Loans that were not converted into Term B Loans. In addition, we used the net proceeds from the sale of the Notes (as defined below), together with cash on hand, to prepay (the “Prepayment”) $1.100 billion of Term B Loans. After giving effect to the Amendment and all prepayments contemplated thereby (including the Prepayment), there were $2.379 billion of Term B Loans outstanding under the Secured Credit Facility. All amounts outstanding under the Term Loan Facility are due and payable on December 27, 2020. We may repay the term loans at any time without premium penalty, subject to certain breakage costs. Availability under the Revolving Credit Facility will terminate, and all amounts outstanding under the Revolving Credit Facility will be due and payable on December 27, 2018, but we may repay outstanding loans under the Revolving Credit Facility at any time without premium or penalty, subject to breakage costs in certain circumstances. We recorded a loss of $37 million on the extinguishment of the Former Term Loans in our unaudited Condensed Consolidated Statement of Operations in the three and six months ended June 30, 2015 as a portion of the facility was considered extinguished for accounting purposes.

Our obligations under the Secured Credit Facility are guaranteed by all of our domestic subsidiaries, other than certain excluded subsidiaries (the “Guarantors”). The Secured Credit Facility is secured by a first priority lien on substantially all of the personal property and assets of our Company and the Guarantors, subject to certain exceptions. The Secured Credit Facility contains customary limitations, including, among other things, on the ability of us and our subsidiaries to incur indebtedness and liens, sell assets, make investments and pay dividends to our shareholders.

The proceeds of the Revolving Credit Facility are available for working capital and other purposes not prohibited under the Secured Credit Facility. The Revolving Credit Facility includes borrowing capacity for letters of credit and for borrowings on same-day notice, referred to as “swingline loans.” Borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy of representations and warranties. Under the terms of the Secured Credit Facility, the amount of the Term Loan Facility and/or the Revolving Credit Facility may be increased and/or one or more additional term or revolving facilities may be added to the Secured Credit Facility by entering into one or more incremental facilities, subject to a cap equal to the greater of (x) $1.000 billion and (y) the maximum amount that would not cause our net first lien senior secured leverage ratio (treating debt incurred in reliance of this basket as secured on a first lien basis whether or not so secured), as determined pursuant to the terms of the Secured Credit Facility, to exceed 4.50:1.00, subject to certain conditions. See Note 6 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016 for further information and significant terms and conditions associated with the Secured Credit Facility, including but not limited to interest rates, repayment terms, fees, restrictions, and affirmative and negative covenants.

5.875% Senior Notes due 2022

On June 24, 2015, we issued $1.100 billion aggregate principal amount of 5.875% Senior Notes due 2022 (the “Notes”) under an Indenture, dated as of June 24, 2015 (the “Base Indenture”), among us, certain of our subsidiaries, as guarantors (the “Subsidiary Guarantors”), and The Bank of New York Mellon Trust Company, N.A. (in such capacity, the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of June 24, 2015, among us, the Subsidiary Guarantors and the Trustee (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of September 8, 2015, among us, the Subsidiary Guarantors parties thereto and the Trustee (the “Second Supplemental Indenture”), and the Third Supplemental Indenture, dated as of October 8, 2015, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Third Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). We used the net proceeds from the sale of the Notes, together with cash on hand, to prepay $1.100 billion of Term B Loans under the Secured Credit Facility. The Notes bear interest at a rate of 5.875% per annum and interest is payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2016. The Notes mature on July 15, 2022. The Notes are unsecured senior indebtedness and are effectively subordinated to our and the Subsidiary Guarantors’ existing and future secured indebtedness, including indebtedness under the Secured Credit Facility, to the extent of the value of the assets securing such indebtedness. The Indenture provides that the guarantee of each Subsidiary Guarantor is an unsecured senior obligation of that Subsidiary Guarantor. The Notes are, subject to certain exceptions, guaranteed by each of our domestic subsidiaries that guarantee our obligations under the Secured Credit Facility.

In connection with the issuance of the Notes, the Company and the Subsidiary Guarantors entered into an exchange and registration rights agreement, dated as of June 24, 2015, with Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. (the “Notes Registration Rights Agreement”). Pursuant to the Notes Registration Rights Agreement, the Company and the Subsidiary Guarantors filed an exchange offer registration statement with the Securities and Exchange Commission to exchange the Notes and the Guarantees for substantially identical securities registered under the Securities Act of 1933, as amended (the “Securities Act”). The exchange offer registration statement on Form S-4 was declared effective on April 1, 2016, and on May 4, 2016, we completed the exchange of $1.100 billion of the Notes and the Guarantees for $1.100 billion of our 5.875% Senior Notes due 2022 and the related guarantees, which have been registered under the Securities Act.

See Note 6 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016 for further information and significant terms and conditions associated with the Notes, including but not limited to repayment terms, fees, restrictions, and affirmative and negative covenants.

Newsday and Chicago Cubs Transactions

As further described in Note 9 to our audited consolidated financial statements for the fiscal year ended December 31, 2015, we consummated the closing of the Newsday Transactions on July 29, 2008. As a result of these transactions, CSC Holdings, LLC (“CSC”), formerly CSC Holdings, Inc., through NMG Holdings, Inc., owned approximately 97% and we owned approximately 3% of Newsday Holdings LLC (“NHLLC”). The fair market value of the contributed Newsday Media Group business’ net assets exceeded their tax basis and did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the Internal Revenue Code (“IRC”) and related regulations. In March 2013, the IRS issued its audit report on our federal income tax return for 2008 which concluded that the gain should have been included in our 2008 taxable income. Accordingly, the IRS has proposed a $190 million tax and a $38 million accuracy-related penalty. After-tax interest on the proposed tax and penalty through June 30, 2016 would be approximately $47 million. We disagree with the IRS’s position and have timely filed a protest in response to the IRS’s proposed tax adjustments. We are contesting the IRS’s position in the IRS administrative appeals division. If the IRS position prevails, we would also be subject to approximately $22 million, net of tax benefits, of state income taxes, interest and penalties through June 30, 2016. If the IRS prevails, the tax, interest and penalty due will be offset by any tax payments made relating to this transaction subsequent to 2008. Through December 31, 2015, we have made approximately $136 million of federal and state tax payments through our regular tax reporting process which included $101 million that became payable

upon closing of the sale of the Newsday partnership interest as further described in Note 5 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016. The sale of our partnership interest does not impact the IRS audit, nor does it change our view on the tax position(s) taken on the original transaction.

During the second quarter of 2016, as a result of extensive discussions with the IRS administrative appeals division, we reevaluated our tax litigation position related to the Newsday transaction and re-measured the cumulative most probable outcome of such proceedings. As a result, we recorded a $102 million charge which is included in our unaudited Condensed Consolidated Balance Sheet as a $125 million current income tax reserve and a $23 million reduction in deferred income tax liabilities. The income tax reserve includes federal and state taxes, interest and penalties while the deferred income tax benefit is primarily related to deductible interest expense. We expect to reach a resolution of the tax dispute in the second half of 2016. In connection with the potential resolution of the matter, we also recorded $91 million of income tax expense to increase our deferred income tax liability to reflect a reduction in the tax basis of our assets. The reduction in tax basis is required to reflect the expected negotiated reduction in the amount of our guarantee of the Newsday partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy.

As further described in Note 9 to our audited consolidated financial statements for the fiscal year ended December 31, 2015, we consummated the closing of the Chicago Cubs Transactions on October 27, 2009. As a result of these transactions, Ricketts Acquisition LLC owns 95% and we own 5% of the membership interests in New Cubs, LLC. The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the IRC and related regulations. On June 28, 2016, the IRS issued to us a Notice of Deficiency (“Notice”) which presents the IRS’s position that the gain should have been included in our 2009 taxable income. Accordingly, the IRS has proposed a $182 million tax and a $73 million gross valuation misstatement penalty. After-tax interest on the proposed tax and penalty through June 30, 2016 would be approximately $35 million. We continue to disagree with the IRS’s position that the transaction generated a taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain. During the third quarter of 2016, we expect to file a petition in U.S. Tax Court to contest the IRS’s determination. We continue to pursue resolution of this disputed tax matter with the IRS. If the gain on the Chicago Cubs Transactions is deemed to be taxable in 2009, we estimate that the federal and state income taxes would be approximately $225 million before interest and penalties. However, if the IRS prevails in their position, any tax, interest and penalty due will be offset by any tax payments made relating to this transaction subsequent to 2009. Through June 30, 2016, we have paid approximately $36 million of federal and state tax payments through our regular tax reporting process. We do not maintain any tax reserves relating to the Chicago Cubs Transactions. In accordance with ASC Topic 740, our unaudited Condensed Consolidated Balance Sheets at June 30, 2016 include a deferred tax liability of $163 million related to the future recognition of taxable income related to the Chicago Cubs Transactions.

2015 Acquisitions

In May 2015, we completed the acquisitions of all issued and outstanding equity interests in Infostrada Sports, SportsDirect and Covers. In conjunction with these acquisitions, we launched Gracenote Sports, which is a part of the Digital and Data segment’s product offerings. Infostrada Sports and SportsDirect provide us with in-depth sports data, including schedules, scores, play-by-play statistics, as well as team and player information for the major professional leagues around the world including the National Football League, Major League Baseball, National Basketball Association, National Hockey League, European Football League, and the Olympics. Covers is the operator of Covers.com, a North American online sports gaming destination for scores, odds and matchups, unique editorial analysis, and industry news coverage. In May 2015, we also completed an acquisition of all issued and outstanding equity interests in Enswers, a leading provider of automatic content recognition technology and systems based in South Korea, which expanded our Digital and Data segment’s product offerings. The total acquisition price for Infostrada Sports, SportsDirect, Covers and Enswers totaled $70 million, net of cash acquired. See Note 2 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016 for additional details on these acquisitions.

RESULTS OF OPERATIONS

On April 16, 2015, the Board approved the change of our fiscal year end from the last Sunday in December of each year to December 31 of each year and to change our fiscal quarter end to the last calendar day of each quarter. This change in fiscal year end was effective with the second fiscal quarter of 2015, which ended on June 30, 2015. As a result of this change, the fiscal quarter and six months ended June 30, 2016 both have two fewer days compared to the fiscal quarter and six months ended June 30, 2015.

The following discussion and analysis presents a review of our operations as of and for the three and six months ended June 30, 2016 and June 30, 2015.

CONSOLIDATED

Consolidated operating results for the three and six months ended June 30, 2016 and June 30, 2015 are shown in the table below:



	Three Months Ended								Six Months Ended
(in thousands)	June 30, 2016			June 30, 2015			Change		June 30, 2016			June 30, 2015		Change
Operating revenues	$	526,113		$	501,524		+5	%	$	1,046,628		$	974,261	+7	%

Operating profit	$	46,140		$	19,784		*		$	73,356		$	80,719	-9	%

Income on equity investments, net	$	44,306		$	45,913		-4	%	$	82,558		$	82,847	—	%

Net (loss) income	$	(161,563	)	$	(3,265	)	*		$	(150,470	)	$	33,152	*


*	Represents positive or negative change equal to, or in excess of 100%

Operating Revenues and Operating Profit (Loss)—Consolidated operating revenues and operating profit (loss) by business segment for the three and six months ended June 30, 2016 and June 30, 2015 were as follows:



	Three Months Ended								Six Months Ended
(in thousands)	June 30, 2016			June 30, 2015			Change		June 30, 2016			June 30, 2015			Change
Operating revenues
Television and Entertainment	$	467,149		$	445,622		+5	%	$	921,846		$	855,922		+8	%
Digital and Data	47,334			43,625			+9	%	100,587			93,827			+7	%
Corporate and Other	11,630			12,277			-5	%	24,195			24,512			-1	%
Total operating revenues	$	526,113		$	501,524		+5	%	$	1,046,628		$	974,261		+7	%
Operating profit (loss)
Television and Entertainment	$	83,588		$	47,088		+78	%	$	142,333		$	126,436		+13	%
Digital and Data	(10,298		)	(4,150		)	*		(13,210		)	(416		)	*
Corporate and Other	(27,150		)	(23,154		)	+17	%	(55,767		)	(45,301		)	+23	%
Total operating profit	$	46,140		$	19,784		*		$	73,356		$	80,719		-9	%


*	Represents positive or negative change equal to, or in excess of 100%

Three Months Ended June 30, 2016 compared to the Three Months Ended June 30, 2015

Consolidated operating revenues increased 5%, or $25 million, in the three months ended June 30, 2016 primarily due to an increase of $22 million in Television and Entertainment revenues, driven by higher advertising revenue, retransmission consent fees and carriage fees, partially offset by lower copyright royalties, and an increase of $4 million in Digital and Data revenues, primarily as a result of the acquisitions of Infostrada Sports, SportsDirect, Covers and Enswers, which were acquired in May 2015 (the “2015 Acquisitions”) and higher video revenues, partially offset by a decline in music revenue. Consolidated operating profit increased $26 million in the three months ended June 30, 2016 primarily due to an increase in Television and Entertainment operating profit driven by higher revenues and lower programming costs, partially offset by a higher operating loss in Digital and Data driven by increased costs and higher Corporate and Other operating losses primarily due to a $5 million impairment charge associated with certain real estate properties.

Six Months Ended June 30, 2016 compared to the Six Months Ended June 30, 2015

Consolidated operating revenues increased 7%, or $72 million, in the six months ended June 30, 2016 primarily due to an increase of $66 million in Television and Entertainment revenues, driven by higher advertising revenue, retransmission consent fees and carriage fees, partially offset by lower copyright royalties and an increase of $7 million in Digital and Data revenues, primarily as a result of the 2015 Acquisitions and higher video revenues, partially offset by a decline in music revenue. Consolidated operating profit decreased 9%, or $7 million, in the six months ended June 30, 2016 primarily due to a higher operating loss in Digital and Data driven by increased costs and higher Corporate and Other operating losses primarily due to $12 million of impairment charges associated with certain real estate properties, partially offset by an increase in Television and Entertainment operating profit driven by higher revenues.

Operating Expenses—Consolidated operating expenses for the three and six months ended June 30, 2016 and June 30, 2015 were as follows:



	Three Months Ended						Six Months Ended
(in thousands)	June 30, 2016		June 30, 2015		Change		June 30, 2016		June 30, 2015		Change
Programming	$	122,803	$	137,682	-11	%	$	246,970	$	231,198	+7	%
Direct operating expenses	115,198		112,533		+2	%	229,274		215,521		+6	%
Selling, general and administrative	175,032		165,122		+6	%	363,372		315,595		+15	%
Depreciation	17,519		17,966		-2	%	34,857		35,020		—	%
Amortization	49,421		48,437		+2	%	98,799		96,208		+3	%
Total operating expenses	$	479,973	$	481,740	—	%	$	973,272	$	893,542	+9	%

Three Months Ended June 30, 2016 compared to the Three Months Ended June 30, 2015

Programming expense, which represented 23% of revenues for the three months ended June 30, 2016 compared to 27% for the three months ended June 30, 2015, decreased 11%, or $15 million, primarily due to a reduction in outside production expenses and lower amortization of license fees, partially offset by higher network affiliate fees.

Direct operating expenses, which represented 22% of revenues for both the three months ended June 30, 2016 and June 30, 2015, increased 2%, or $3 million. Compensation expense increased 1%, or $1 million, primarily due to the 2015 Acquisitions at Digital and Data. All other direct operating expenses, such as outside services, occupancy expense and royalty expense, increased 6%, or $1 million.

Selling, general and administrative (“SG&A”) expenses, which represented 33% of revenues for both the three months ended June 30, 2016 and June 30, 2015, increased 6%, or $10 million, due mainly to higher compensation, outside services and other expenses, partially offset by lower promotion expense. Compensation expense increased

8%, or $7 million, due to a $4 million increase at Digital and Data primarily from higher direct pay and benefits due to an increase in staffing levels and a decrease in the amount of labor capitalized for software and content development, a $1 million increase at Television and Entertainment driven by higher staffing levels at various television stations and merit increases and a $1 million reduction in the pension credit. Outside services increased 12%, or $3 million, primarily related to costs for operating the websites of our television stations associated with higher digital revenues. Other expense increased $7 million largely due to a $7 million impairment charge associated with certain real estate properties. Promotion expense decreased 17%, or $6 million, primarily related to first-run original programs and syndicated programs airing on WGN America.

Depreciation expense fell 2%, or less than $1 million, in the three months ended June 30, 2016. The decrease in depreciation expense is primarily due to property sales and the real estate properties classified as assets held for sale which are no longer depreciable.

Amortization expense increased 2%, or $1 million, in the three months ended June 30, 2016, which resulted from intangible assets acquired in connection with the 2015 Acquisitions.

Six Months Ended June 30, 2016 compared to the Six Months Ended June 30, 2015

Programming expenses, which represented 24% of revenues for both the six months ended June 30, 2016 and June 30, 2015, increased 7%, or $16 million, primarily due to higher amortization of license fees and network affiliate fees, partially offset by lower outside production costs.

Direct operating expenses, which represented 22% of revenues for both the six months ended June 30, 2016 and June 30, 2015, increased 6%, or $14 million. Compensation expense increased 3%, or $5 million, primarily due to a $2 million increase at Television and Entertainment driven by merit increases and a $3 million increase at Digital and Data primarily due to the 2015 Acquisitions and higher direct pay and benefits due to an increase in staffing levels. All other direct operating expenses, such as outside services, occupancy expense and royalty expense increased by 22%, or $9 million, primarily due to the absence of a $6 million payment received in the first quarter of 2015 related to the settlement of a music license fee class action lawsuit and a $2 million increase in costs for data processing related to the development of Automatic Content Recognition (“ACR”) services at Digital and Data.

SG&A expenses, which represented 35% of revenues for the six months ended June 30, 2016 compared to 32% for the six months ended June 30, 2015, increased 15%, or $48 million, due mainly to higher compensation, promotion expenses, outside services and other expenses. Compensation expense increased 8%, or $12 million, due to a $3 million increase at Television and Entertainment driven by merit increases, a $7 million increase at Digital and Data primarily due to the 2015 Acquisitions and higher direct pay and benefits due to an increase in staffing levels, and a $1 million increase in stock-based compensation expense across all segments. Promotion expense increased 20%, or $11 million, primarily for first-run original programs and syndicated programs airing on WGN America. Outside services expenses was up 19%, or $9 million, primarily due to an increase of $2 million in temporary help costs largely at Digital and Data, a $3 million increase in costs of operating the websites of our television stations resulting in higher digital revenues and a $2 million increase at Corporate and Other primarily for technology application implementations. Other expenses increased by $16 million primarily due to $15 million of impairment charges associated with certain real estate properties.

Depreciation expense was flat for the six months ended June 30, 2016.

Amortization expense increased 3%, or $3 million, in the six months ended June 30, 2016, which resulted from intangible assets acquired in connection with the 2015 Acquisitions.

TELEVISION AND ENTERTAINMENT

Operating Revenues and Operating Profit—The table below presents Television and Entertainment operating revenues, operating expenses and operating profit for the three and six months ended June 30, 2016 and June 30, 2015.



	Three Months Ended						Six Months Ended
(in thousands)	June 30, 2016		June 30, 2015		Change		June 30, 2016		June 30, 2015		Change
Operating revenues	$	467,149	$	445,622	+5	%	$	921,846	$	855,922	+8	%
Operating expenses	383,561		398,534		-4	%	779,513		729,486		+7	%
Operating profit	$	83,588	$	47,088	+78	%	$	142,333	$	126,436	+13	%

Three Months Ended June 30, 2016 compared to the Three Months Ended June 30, 2015

Television and Entertainment operating revenues increased 5%, or $22 million, in the three months ended June 30, 2016 largely due to increases in advertising revenue, retransmission consent fees and carriage fees, partially offset by lower copyright royalties, as further described below.

Television and Entertainment operating profit increased 78%, or $37 million, in the three months ended June 30, 2016 mainly due to a decrease in programming expense of $15 million and an increase in operating revenue of $22 million, as further described below.

Six Months Ended June 30, 2016 compared to the Six Months Ended June 30, 2015

Television and Entertainment operating revenues increased 8%, or $66 million, in the six months ended June 30, 2016 largely due to increases in advertising revenue, retransmission consent fees and carriage fees, partially offset by lower copyright royalties, as further described below.

Television and Entertainment operating profit increased $16 million in the six months ended June 30, 2016 due mainly to an increase in operating revenues of $66 million. The revenue increase was partially offset by higher programming expenses of $16 million, primarily due to original programming content and increased network fees as well as higher compensation of $7 million and other expenses of $29 million, as further described below.

Operating Revenues—Television and Entertainment operating revenues, by classification, for the three and six months ended June 30, 2016 and June 30, 2015 were as follows:



	Three Months Ended						Six Months Ended
(in thousands)	June 30, 2016		June 30, 2015		Change		June 30, 2016		June 30, 2015		Change
Advertising	$	337,235	$	334,557	+1	%	$	657,519	$	634,259	+4	%
Retransmission consent fees	83,278		70,078		+19	%	166,805		138,891		+20	%
Carriage fees	30,396		21,618		+41	%	61,410		43,120		+42	%
Barter/trade	9,230		9,561		-3	%	19,306		18,787		+3	%
Copyright royalties	1,000		3,832		-74	%	2,343		8,097		-71	%
Other	6,010		5,976		+1	%	14,463		12,768		+13	%
Total operating revenues	$	467,149	$	445,622	+5	%	$	921,846	$	855,922	+8	%

Three Months Ended June 30, 2016 compared to the Three Months Ended June 30, 2015

Advertising Revenues—Advertising revenues, net of agency commissions, were up 1%, or $3 million, in the three months ended June 30, 2016 primarily due to a $9 million increase in net political advertising revenue and a $1 million increase in digital advertising revenue. The increase was partially offset by lower net core advertising revenues (comprised of local and national advertising, excluding political) of $8 million, primarily due to the two fewer days in the second quarter of 2016 as compared to 2015, as previously described. Net political advertising revenues, which are a component of total advertising revenues were $13 million for the three months ended June 30, 2016 compared to $4 million for the three months ended June 30, 2015 due to 2016 being an election year.

Retransmission Consent Fees—Retransmission consent fees increased 19%, or $13 million, in the three months ended June 30, 2016 primarily due to an $18 million increase from higher rates included in retransmission consent renewals of our MVPD agreements, partially offset by a decline in revenue resulting from a decrease in the number of subscribers resulting from a move to alternative platforms for media consumption as well as a decline in revenue due to the blackout of our stations by DISH Network beginning on June 12, 2016. If we are unable to enter into a new contract with DISH Network, our retransmission consent fees, carriage fees and other revenues may be impacted in future periods.

Carriage Fees—Carriage fees were up 41%, or $9 million, in the three months ended June 30, 2016 mainly due to a $6 million increase from higher rates for the distribution of WGN America and additional revenue of $3 million resulting from an increase in the number of subscribers.

Barter/Trade Revenues—Barter/trade revenues declined 3%, or less than $1 million, in the three months ended June 30, 2016.

Copyright Royalties—Copyright royalties decreased 74%, or $3 million, in the three months ended June 30, 2016. The decrease was attributable to the full conversion in 2015 of WGN America from a superstation to a cable network. As a cable network, WGN America no longer generates copyright royalties revenue.

Other Revenues—Other revenues are primarily derived from profit sharing and revenue on syndicated content. Other revenues were flat in the three months ended June 30, 2016.

Six Months Ended June 30, 2016 compared to the Six Months Ended June 30, 2015

Advertising Revenues—Advertising revenues, net of agency commissions, increased $23 million in the six months ended June 30, 2016 primarily due to a $23 million increase in net political advertising revenues. Net political advertising revenues, which are a component of total advertising revenues, were $29 million for the six months ended June 30, 2016 compared to $6 million for the six months ended June 30, 2015 due to 2016 being an election year.

Retransmission Consent Fees—Retransmission consent fees increased 20%, or $28 million, in the six months ended June 30, 2016 primarily due to a $36 million increase from higher rates included in retransmission consent renewals of our MVPD agreements, partially offset by a decline in revenue resulting from a decrease in the number of subscribers resulting from a move to alternative platforms for media consumption as well as a decline in revenue due to the blackout of our stations by DISH Network as noted above.

Carriage Fees—Carriage fees were up 42%, or $18 million, in the six months ended June 30, 2016 due mainly to a $12 million increase from higher rates for the distribution of WGN America and additional revenue of $6 million resulting from an increase in the number of subscribers.

Barter/Trade Revenues—Barter/trade revenues increased 3%, or $1 million, in the six months ended June 30, 2016 due primarily to an increase in rates associated with syndicated programs.

Copyright Royalties—Copyright royalties decreased 71%, or $6 million, in the six months ended June 30, 2016. The decrease was attributable to the full conversion in 2015 of WGN America from a superstation to a cable network. As a cable network, WGN America no longer generates copyright royalties revenue.

Other Revenues—Other revenues are primarily derived from profit sharing and revenue on syndicated content. Other revenues increased 13%, or $2 million, in the six months ended June 30, 2016 primarily due to additional profit sharing from Manhattan.

Operating Expenses—Television and Entertainment operating expenses for three and six months ended June 30, 2016 and June 30, 2015 were as follows:



	Three Months Ended						Six Months Ended
(in thousands)	June 30, 2016		June 30, 2015		Change		June 30, 2016		June 30, 2015		Change
Compensation	$	136,446	$	135,366	+1	%	$	271,443	$	264,818	+3	%
Programming	122,803		137,682		-11	%	246,970		231,198		+7	%
Depreciation	11,106		12,023		-8	%	22,122		23,446		-6	%
Amortization	41,476		41,475		—	%	82,951		82,985		—	%
Other	71,730		71,988		—	%	156,027		127,039		+23	%
Total operating expenses	$	383,561	$	398,534	-4	%	$	779,513	$	729,486	+7	%

Three Months Ended June 30, 2016 compared to the Three Months Ended June 30, 2015

Television and Entertainment operating expenses decreased 4%, or $15 million, in the three months ended June 30, 2016 compared to the prior year period largely due to lower programming and depreciation expenses, as further described below.

Compensation Expense—Compensation expense, which is included in both direct operating expenses and SG&A expense, increased 1%, or $1 million, in the three months ended June 30, 2016. Direct pay and benefits increased mainly due to higher staffing levels at various television stations and merit increases.

Programming Expense—Programming expense decreased 11%, or $15 million, in the three months ended June 30, 2016 primarily due to a reduction in outside production expenses and a lower amortization of license fees, partially offset by an increase in network affiliate fees. The reduction in outside production expenses primarily related to the first seasons of the original programs Underground and Outsiders, which premiered in 2016 but were produced in 2015, and other original programs that were cancelled in 2015. Amortization of license fees decreased as the increase in amortization for first-run original programs Outsiders and Underground and syndicated programs Person of Interest and Elementary were more than offset by reductions primarily due to Salem season 3 not scheduled to air until fall 2016 and the cancellation of Manhattan.

Depreciation and Amortization Expense—Depreciation expense declined 8%, or $1 million, in the three months ended June 30, 2016 due to lower levels of depreciable property. Amortization expense was flat for the three months ended June 30, 2016.

Other Expenses—Other expenses include sales and marketing, occupancy, outside services and other miscellaneous expenses, which are included in direct operating expenses or SG&A expense, as applicable. Other expenses were flat at $72 million for the three months ended June 30, 2016 as the $6 million decrease in promotion costs, primarily related to first-run original programs and syndicated programs airing on WGN America, were offset by a $3 million increase in outside services, primarily related to costs for operating the websites of our television stations, and a $2 million impairment charge associated with one real estate property.

Six Months Ended June 30, 2016 compared to the Six Months Ended June 30, 2015

Television and Entertainment operating expenses were up 7%, or $50 million, in the six months ended June 30, 2016 compared to the prior year period largely due to higher programming, compensation and other expenses, as further described below.

Compensation Expense—Compensation expense, which is included in both direct operating expenses and SG&A expense, increased 3%, or $7 million, in the six months ended June 30, 2016 primarily due to higher direct pay and benefits of $5 million and an increase of $2 million for incentive compensation and stock-based compensation expenses.

Programming Expense—Programming expense increased 7%, or $16 million, in the six months ended June 30, 2016 primarily due to higher amortization of license fees of $17 million and higher network affiliate fees of $14 million, partially offset by a $15 million reduction in outside production costs. The increase in amortization of license fees was primarily due to first-run original programs Outsiders and Underground and syndicated programs Person of Interest and Elementary, partially offset by the delay in airing Salem season 3 to fall of 2016 and the cancellation of Manhattan. The increase in network affiliate fees was mainly related to renewals of certain network affiliation agreements in the second quarter of 2015, as well as other contractual increases. The reduction in outside production expenses was related to the first seasons of the original programs Underground and Outsiders and other original programs that were cancelled in 2015.

Depreciation and Amortization Expense—Depreciation expense decreased 6%, or $1 million, in the six months ended June 30, 2016 due to lower levels of depreciable property. Amortization expense remained flat in the six months ended June 30, 2016.

Other Expenses—Other expenses include sales and marketing, occupancy, outside services and other miscellaneous expenses, which are included in direct operating expenses or SG&A expense, as applicable. Other expenses increased 23%, or $29 million, in the six months ended June 30, 2016. The increase was due to an $11 million increase in promotion costs primarily for first-run original programs and syndicated programs airing on WGN America, a $4 million increase in costs of operating the websites of our television stations, $3 million of impairment charges associated with one real estate property, the absence of a $6 million payment received in the first quarter of 2015 related to the settlement of a music license fee class action lawsuit and the absence of a $2 million gain in the first quarter of 2015 resulting from the relinquishment for compensation of our CW network affiliation in Indianapolis.

DIGITAL AND DATA

Operating Revenues and Operating Loss—The table below presents Digital and Data operating revenues, operating expenses and operating loss for the three and six months ended June 30, 2016 and June 30, 2015. The largest drivers of change to the results of operations for the Digital and Data segment in the three and six months ended June 30, 2016 compared to the three and six months ended June 30, 2015 were the acquisitions of SportsDirect and Covers on May 19, 2015, Infostrada Sports on May 22, 2015, and Enswers on May 29, 2015.



	Three Months Ended								Six Months Ended
(in thousands)	June 30, 2016			June 30, 2015			Change		June 30, 2016			June 30, 2015			Change
Operating revenues	$	47,334		$	43,625		+9	%	$	100,587		$	93,827		+7	%
Operating expenses	57,632			47,775			+21	%	113,797			94,243			+21	%
Operating loss	$	(10,298	)	$	(4,150	)	*		$	(13,210	)	$	(416	)	*


*	Represents positive or negative change equal to, or in excess of 100%

Three Months Ended June 30, 2016 compared to the Three Months Ended June 30, 2015

Digital and Data operating revenues increased 9%, or $4 million, in the three months ended June 30, 2016 largely due to additional revenue attributable to the 2015 Acquisitions and higher video revenues, partially offset by declines in music revenue, as further described below. Digital and Data operating loss increased $6 million in the three months ended June 30, 2016, primarily driven by higher operating expenses, as further described below.

Six Months Ended June 30, 2016 compared to the Six Months Ended June 30, 2015

Digital and Data operating revenues increased 7%, or $7 million, in the six months ended June 30, 2016 largely due to additional revenue attributed to the 2015 Acquisitions and higher video revenues, partially offset by declines in music revenue, as further described below. Digital and Data operating loss increased $13 million in the six months ended June 30, 2016, primarily related to the increase in operating expenses, as described below.

Operating Revenues—Digital and Data operating revenues, by classification, for the three and six months ended June 30, 2016 and June 30, 2015 were as follows:



	Three Months Ended						Six Months Ended
(in thousands)	June 30, 2016		June 30, 2015		Change		June 30, 2016		June 30, 2015		Change
Video and other	$	34,334	$	29,329	+17	%	$	71,098	$	55,551	+28	%
Music	13,000		14,296		-9	%	29,489		38,276		-23	%
Total operating revenues	$	47,334	$	43,625	+9	%	$	100,587	$	93,827	+7	%

Three Months Ended June 30, 2016 compared to the Three Months Ended June 30, 2015

Video and Other Revenues—Video and other revenues increased 17%, or $5 million, due largely to the 2015 Acquisitions as well as higher video revenue attributed to growth in the digital customer base and new markets.

Music Revenues—Music revenues decreased 9%, or $1 million, largely due to timing of revenue recognized on certain customer contracts.

Six Months Ended June 30, 2016 compared to the Six Months Ended June 30, 2015

Video and Other Revenues—Video and other revenues increased 28%, or $16 million, due largely to the 2015 Acquisitions as well as higher video revenue attributed to growth in the digital customer base and new markets.

Music Revenues—Music revenues decreased 23%, or $9 million, in the six months ended June 30, 2016 primarily due to timing of revenues recognized from auto and other customer contracts.

Operating Expenses—Digital and Data operating expenses for the three and six months ended June 30, 2016 and June 30, 2015 were as follows:



	Three Months Ended						Six Months Ended
(in thousands)	June 30, 2016		June 30, 2015		Change		June 30, 2016		June 30, 2015		Change
Compensation	$	30,329	$	24,147	+26	%	$	60,018	$	49,607	+21	%
Outside services	5,521		4,559		+21	%	11,170		8,882		+26	%
Depreciation	3,054		2,321		+32	%	5,951		4,426		+34	%
Amortization	7,945		6,962		+14	%	15,848		13,223		+20	%
Other	10,783		9,786		+10	%	20,810		18,105		+15	%
Total operating expenses	$	57,632	$	47,775	+21	%	$	113,797	$	94,243	+21	%

Three Months Ended June 30, 2016 compared to the Three Months Ended June 30, 2015

Digital and Data operating expenses increased 21%, or $10 million, in the three months ended June 30, 2016. The increase was due primarily to the 2015 Acquisitions as well as increased operating expenses.

Compensation Expense—Compensation expense, which is included in both direct operating expenses and SG&A expense, increased 26%, or $6 million, due primarily to direct pay and benefits related to the 2015 Acquisitions, higher direct pay and benefits due to an increase in staffing levels, the hiring of key personnel in leadership roles and a decrease in the amount of capitalized labor as a result of a reduction in the number of software development projects subject to capitalization.

Outside Services—Outside services expenses, which is included in both direct operating expenses and SG&A expense and primarily consists of expenses for consulting and professional services, increased $1 million, due primarily to higher temporary labor costs in part to integrate acquired businesses.

Depreciation and Amortization Expense—Depreciation expense increased 32%, or $1 million, in the three months ended June 30, 2016, primarily due to an increase in capitalized projects previously placed in service. Amortization expense increased 14%, or $1 million, primarily due to the intangible assets acquired as a result of the 2015 Acquisitions.

Other Expenses—Other expenses include sales and marketing, occupancy, repairs and maintenance and other miscellaneous expenses, which are included in direct operating expenses or SG&A expense, as applicable. Other expenses increased 10%, or $1 million, due primarily due to a $1 million increase in costs for data processing related to the development of ACR services.

Six Months Ended June 30, 2016 compared to the Six Months Ended June 30, 2015

Digital and Data operating expenses increased 21%, or $20 million, in the six months ended June 30, 2016. The increase was due primarily to the 2015 Acquisitions as well as increased operating expenses.

Compensation Expense—Compensation expense, which is included in both direct operating expenses and SG&A expense, increased 21%, or $10 million, due primarily to direct pay and benefits related to the 2015 Acquisitions and higher direct pay and benefits due to an increase in staffing levels and the hiring of key personnel in leadership roles.

Outside Services—Outside services expense, which is included in both direct operating expenses and SG&A expense and primarily consists of expenses for consulting and professional services, increased 26%, or $2 million, due largely to increased temporary help costs and the additional expenses from the 2015 Acquisitions.

Depreciation and Amortization Expense—Depreciation expense increased 34%, or $2 million, in the six months ended June 30, 2016 due to an increase in capitalized projects being placed in service. Amortization expense increased 20%, or $3 million, in the six months ended June 30, 2016 primarily due to higher amortization expense as a result of the intangible assets acquired from the 2015 Acquisitions.

Other Expenses—Other expenses include sales and marketing, occupancy, repairs and maintenance and other miscellaneous expenses, which are included in direct operating expenses or SG&A, as applicable. Other expenses increased 15%, or $3 million, due primarily to the 2015 Acquisitions as well as a $2 million increase in costs for data processing related to the development of ACR services.

CORPORATE AND OTHER

Operating Revenues and Expenses—Our Corporate and Other operations include certain administrative activities associated with operating the corporate office functions and managing our predominantly frozen company-sponsored defined benefit pension plans, as well as the management of certain real estate assets, including revenues from leasing office and production facilities and any gain or loss from the sale of real estate.

Corporate and Other operating results for the three and six months ended June 30, 2016 and June 30, 2015 were as follows:



	Three Months Ended								Six Months Ended
(in thousands)	June 30, 2016			June 30, 2015			Change		June 30, 2016			June 30, 2015			Change
Real estate revenues	$	11,630		$	12,277		-5	%	$	24,195		$	24,512		-1	%

Operating Expenses
Real estate (1)	$	12,041		$	8,642		+39	%	$	25,209		$	17,703		+42	%
Corporate (2)	32,801			34,069			-4	%	66,808			66,693			—	%
Pension credit	(6,062		)	(7,280		)	-17	%	(12,055		)	(14,583		)	-17	%
Total operating expenses	$	38,780		$	35,431		+9	%	$	79,962		$	69,813		+15	%

(1) Real estate operating expenses included $1 million and $2 million of depreciation expense in the three months ended June 30, 2016 and June 30, 2015, respectively, and $1 million and $5 million in the six months ended June 30, 2016 and June 30, 2015, respectively.


(2)	Corporate operating expenses included $3 million and $1 million of depreciation expense in the three months ended June 30, 2016 and June 30, 2015, respectively, and $5 million and $3 million of depreciation expense in the six months ended June 30, 2016 and June 30, 2015, respectively.

Three Months Ended June 30, 2016 compared to the Three Months Ended June 30, 2015

Real Estate Revenues—Real estate revenues decreased 5%, or $1 million, in the three months ended June 30, 2016 primarily due to the loss of revenue from the sale of the Deerfield Beach, FL and Allentown, PA properties during the second quarter of 2016.

Real Estate Expenses—Real estate expenses increased 39%, or $3 million, in the three months ended June 30, 2016 primarily resulting from a $5 million impairment charge associated with certain real estate properties, partially offset by a $2 million decrease in depreciation expense resulting from the real estate properties classified as assets held for sale which are no longer depreciable.

Corporate Expenses—Corporate expenses decreased 4%, or $1 million, in the three months ended June 30, 2016 primarily due to a $1 million decrease in compensation expense related to lower incentive compensation and a $1

million decrease in outside services driven by a reduction in professional fees, partially offset by a $1 million increase in depreciation expense.

Pension Credit—The pension credit decreased 17%, or $1 million, in three months ended June 30, 2016.

Six Months Ended June 30, 2016 compared to the Six Months Ended June 30, 2015

Real Estate Revenues—Real estate revenues decreased 1%, or less than $1 million, in the six months ended June 30, 2016.

Real Estate Expenses—Real estate expenses increased 42%, or $8 million, in the six months ended June 30, 2016 primarily resulting from $12 million of impairment charges associated with certain real estate properties, partially offset by a $3 million decrease in depreciation expense resulting from the real estate properties classified as assets held for sale which are no longer depreciable.

Corporate Expenses—Corporate expenses were flat for the six months ended June 30, 2016 at $67 million as a $3 million increase in depreciation expense primarily associated with our planned investments in computer hardware and software were offset by a $3 million decrease in compensation expense primarily related to lower severance costs and incentive compensation.

Pension Credit—The pension credit decreased 17%, or $3 million, in the six months ended June 30, 2016.

INCOME ON EQUITY INVESTMENTS, NET

Income on equity investments, net for the three and six months ended June 30, 2016 and June 30, 2015 was as follows:



	Three Months Ended								Six Months Ended
(in thousands)	June 30, 2016			June 30, 2015			Change		June 30, 2016			June 30, 2015			Change
Income from equity investments, net, before amortization of basis difference	$	57,950		$	59,475		-3	%	$	109,873		$	109,971		—	%
Amortization of basis difference (1)	(13,644		)	(13,562		)	+1	%	(27,315		)	(27,124		)	+1	%
Income on equity investments, net	$	44,306		$	45,913		-4	%	$	82,558		$	82,847		—	%

(1) See Note 5 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016 for the discussion of the amortization of basis difference.

Cash distributions from our equity method investments were as follows:



	Three Months Ended						Six Months Ended
(in thousands)	June 30, 2016		June 30, 2015		Change		June 30, 2016		June 30, 2015		Change
Cash distributions from equity investments	$	36,258	$	34,242	+6	%	$	125,604	$	129,148	-3	%

Cash distributions from equity investments all related to TV Food Network and increased 6%, or $2 million, in the three months ended June 30, 2016 and decreased 3%, or $4 million, in the six months ended June 30, 2016.

INTEREST AND DIVIDEND INCOME, INTEREST EXPENSE AND INCOME TAX EXPENSE

Interest and dividend income, interest expense and income tax expense for the three and six months ended June 30, 2016 and June 30, 2015 were as follows:



	Three Months Ended							Six Months Ended
(in thousands)	June 30, 2016		June 30, 2015			Change		June 30, 2016		June 30, 2015		Change
Interest and dividend income	$	241	$	43		*		$	386	$	410	-6	%

Interest expense	$	41,907	$	40,374		+4	%	$	83,883	$	79,586	+5	%

Income tax expense (benefit)	$	209,902	$	(693	)	*		$	222,508	$	21,609	*


*	Represents positive or negative change equal to, or in excess of 100%

Interest Expense—Interest expense for the three months ended June 30, 2016 and June 30, 2015 includes the amortization of debt issuance costs of $2 million and $3 million, respectively. Interest expense for the six months ended June 30, 2016 and June 30, 2015 includes the amortization of debt issuance costs of $5 million and $6 million, respectively.

Income Tax Expense (Benefit)—In the three and six months ended June 30, 2016, we recorded income tax expense of $210 million and $223 million, respectively. For the three months ended June 30, 2016, the rate differs from the U.S. federal statutory rate of 35% due to state income taxes (net of federal benefit), a $102 million charge to establish a reserve net of federal and state tax benefit for interest on the Newsday transaction, and a related $91 million charge to adjust the Company’s deferred taxes, the domestic production activities deduction, other non-deductible expenses, and a $2 million benefit related to certain state income tax matters and other adjustments. For the six months ended June 30, 2016, the rate was also impacted by a $4 million charge related to the write-off of unrealized deferred tax assets related to stock-based compensation.

In the three and six months ended June 30, 2015, we recorded income tax benefit of less than $1 million and income tax expense of $22 million, respectively. The rates differ from the U.S. federal statutory rate of 35% due to state income taxes (net of federal benefit), the domestic production activities deduction and other non-deductible expenses. The non-deductible items in the three months ended June 30, 2015 had a greater impact on the effective tax rate due to the pretax loss.

Although management believes its estimates and judgments are reasonable, the resolutions of our income tax issues are unpredictable and could result in income tax liabilities that are significantly higher or lower than that which has been provided by us.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows generated from operating activities is our primary source of liquidity. We expect to fund capital expenditures, acquisitions, purchases of our common stock pursuant to our share repurchase program (see “—Repurchases of Equity Securities” below), interest and principal payments on our indebtedness, income tax payments, potential payments related to our uncertain tax positions, including the Newsday tax matter with the IRS as disclosed in Note 9 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016, dividend payments on our common stock (see “—Cash Dividends” below) and related distributions to holders of Warrants and other operating requirements in the next twelve months through a combination of cash flows from operations, cash on our balance sheet, distributions from or sales of our investments, sales of real estate assets, available borrowings under our Revolving Credit Facility, and any

refinancings thereof, additional debt financing, if any, and disposals of assets or operations, if any. We have recently decided to accelerate the monetization of our real estate portfolio. As of June 30, 2016, we had 15 real estate properties held for sale, as further described in Note 3 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016. We expect to broaden this sales activity to other properties to take advantage of robust market conditions although there can be no assurance that any such divestitures can be completed in a timely manner, on favorable terms or at all.

For our long-term liquidity needs, in addition to these sources, we may rely upon the issuance of long-term debt, the issuance of equity or other instruments convertible into or exchangeable for equity, or the sale of non-core assets.

Our financial and operating performance remains subject to prevailing economic and industry conditions and to financial, business and other factors, some of which are beyond our control and, despite our current liquidity position, no assurances can be made that cash flows from operations and investments, future borrowings under the Revolving Credit Facility, and any refinancings thereof, or dispositions of assets or operations will be sufficient to satisfy our future liquidity needs.

Sources and Uses

The table below details the total operating, investing and financing activity cash flows for the six months ended June 30, 2016 and June 30, 2015:



	Six Months Ended
(in thousands)	June 30, 2016			June 30, 2015
Net cash provided by (used in) operating activities	$	241,319		$	(76,378	)
Net cash used in investing activities	(4,883		)	(97,852		)
Net cash used in financing activities	(132,440		)	(877,442		)
Net increase (decrease) in cash and cash equivalents	$	103,996		$	(1,051,672	)

Operating activities

Net cash provided by operating activities for the six months ended June 30, 2016 was $241 million compared to net cash used of $76 million for the six months ended June 30, 2015. The increase was primarily due to lower cash paid for income taxes and favorable working capital changes, partially offset by higher cash payments for broadcast rights. Cash paid for income taxes, net of income tax refunds, decreased by $296 million to $16 million for the six months ended June 30, 2016 from $312 million for the six months ended June 30, 2015 due primarily to the payment of taxes in 2015 on the gain from the sale of our equity interest in CV in the fourth quarter of 2014. Distributions from equity investments decreased by $4 million to $126 million for the six months ended June 30, 2016 from $129 million for the six months ended June 30, 2015.

Investing activities

Net cash used in investing activities totaled $5 million for the six months ended June 30, 2016. Our capital expenditures in the six months ended June 30, 2016 totaled $35 million. In the six months ended June 30, 2016, we received net proceeds of $34 million related to the sale of real estate and other assets, as further described in Note 3 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016.

Net cash used in investing activities totaled $98 million for the six months ended June 30, 2015. Our acquisitions totaled $70 million, net of cash acquired, and included the 2015 Acquisitions. Our capital expenditures in the six months ended June 30, 2015 totaled $39 million. In the first half of 2015, we received net proceeds of $14 million from the sales of our investments and real estate of which $8 million related to a cash distribution pursuant

to CV’s collection of a contingent receivable and $5 million related to the sale of two real estate properties which were held for sale as of December 28, 2014.

Financing activities

Net cash used in financing activities was $132 million for the six months ended June 30, 2016. During the six months ended June 30, 2016, we paid a regular quarterly cash dividend of $46 million. Cash paid for the Class A Common Stock repurchases, which were made pursuant to our $400 million stock repurchase program authorized on February 26, 2016, totaled $67 million (see “—Repurchases of Equity Securities” below for further information). We also repaid $14 million of borrowings under our Term Loan Facility and Dreamcatcher Credit Facility.

Net cash used in financing activities was $877 million for the six months ended June 30, 2015. In conjunction with the Amendment of our Secured Credit Facility on June 24, 2015, we issued $1.100 billion aggregate principal amount of the Notes and used the net proceeds from the sale of the Notes, together with cash on hand, to prepay $1.100 billion of Term B Loans under the Secured Credit Facility, as further described below. During the second quarter of 2015, we paid dividends of $673 million, including the quarterly cash dividend of $24 million and the special cash dividend of $649 million. During the first six months of 2015, cash paid for the Class A Common Stock repurchases pursuant to our $400 million stock repurchase program authorized on October 13, 2014 totaled $181 million (see “—Repurchases of Equity Securities” below for further information).

Debt

Our debt consisted of the following (in thousands):



	June 30, 2016		December 31, 2015 (1)
Term Loan Facility due 2020, effective interest rate of 3.82%, net of unamortized discount and debt issuance costs of $35,207 and $39,147	$	2,320,137	$	2,328,092
5.875% Senior Notes due 2022, net of debt issuance costs of $16,892 and $17,466	1,083,108		1,082,534
Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount and debt issuance costs of $110 and $175	16,765		18,725
Total debt	$	3,420,010	$	3,429,351

Secured Credit Facility—On December 27, 2013, in connection with our acquisition of Local TV, we as borrower, along with certain of our operating subsidiaries as guarantors, entered into a $4.073 billion Secured Credit Facility. The Secured Credit Facility consisted of the $3.773 billion Term Loan Facility and a $300 million Revolving Credit Facility. On June 24, 2015, we, the Guarantors and JPMorgan, as administrative agent, entered into the Amendment to the Secured Credit Facility. Prior to the Amendment and the Prepayment, $3.479 billion of Former Term Loans were outstanding under the Secured Credit Facility. Pursuant to the Amendment, certain lenders under the Secured Credit Facility converted their Former Term Loans into the Converted Term B Loans in an aggregate amount, along with term loans advanced by certain new lenders, of $1.802 billion. The proceeds of Term B Loans advanced by the new lenders were used to prepay in full all of the Former Term Loans that were not converted into Term B Loans. In addition, we used the net proceeds from the sale of the Notes, together with cash on hand, to make the Prepayment of $1.100 billion of Term B Loans. After giving effect to the Amendment and all prepayments contemplated thereby (including the Prepayment), there were $2.379 billion of Term B Loans outstanding under the Secured Credit Facility. We recorded a loss of $37 million on the extinguishment of the Former Term Loans in our unaudited Condensed Consolidated Statement of Operations in the second quarter of

2015 as a portion of the facility was considered extinguished for accounting purposes. The Term B Loans mature on December 27, 2020. Availability under the Revolving Credit Facility will terminate, and all amounts outstanding under the Revolving Credit Facility will be due and payable on December 27, 2018. See Note 6 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016 for further information and significant terms and conditions associated with the Secured Credit Facility, including, but not limited to, interest rates, repayment terms, fees, restrictions, and affirmative and negative covenants. The proceeds of the Revolving Credit Facility are available for working capital and other purposes not prohibited under the Secured Credit Facility. At June 30, 2016, there were no borrowings outstanding under the Revolving Credit Facility; however, there were $23 million of standby letters of credit outstanding primarily in support of our workers compensation insurance programs.

5.875% Senior Notes due 2022—On June 24, 2015, we issued $1.100 billion aggregate principal amount of the Notes under the Indenture. We used the net proceeds from the sale of the Notes, together with cash on hand, to prepay $1.100 billion of Term B Loans under the Secured Credit Facility. The Notes bear interest at a rate of 5.875% per annum and interest is payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2016. The Notes mature on July 15, 2022.

Dreamcatcher Credit Facility—We and the Guarantors guarantee the obligations of Dreamcatcher under its $27 million Dreamcatcher Credit Facility. See Note 9 to our audited consolidated financial statements for the fiscal year ended December 31, 2015 for the description of the Dreamcatcher Credit Facility. Our obligations and the obligators of the Guarantors under the Dreamcatcher Credit Facility are secured on a pari passu basis with our obligations under the Secured Credit Facility.

Repurchases of Equity Securities

On October 13, 2014, our Board of Directors authorized a stock repurchase program, under which we may repurchase up to $400 million of our outstanding Class A Common Stock in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act. During fiscal 2014, we repurchased 1,101,160 shares in open market transactions for $68 million at an average price of $61.58 per share which includes 125,566 shares, valued at $8 million, for which we placed trades prior to December 28, 2014 that were not settled until the first three days of the first fiscal quarter of 2015. During fiscal 2015, we repurchased 6,569,056 shares of Class A Common Stock in open market transactions for $332 million at an average price of $50.59 per share, of which 2,806,244 shares were repurchased in the first fiscal quarter of 2015, at an average price of $58.86 per share and 371,738 shares were repurchased in the second fiscal quarter of 2015, at an average price of $53.87 per share. As of December 31, 2015, we repurchased the full $400 million, totaling 7,670,216 shares, authorized under the repurchase program.

On February 24, 2016, the Board authorized a new stock repurchase program, under which we may repurchase up to $400 million of our outstanding Class A Common Stock. Under the stock repurchase program, we may repurchase shares in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act. The extent to which we repurchase our shares and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by our management team. The repurchase program may be suspended or discontinued at any time. We expect to finance the purchases with available cash, cash flows from operations or debt facilities. During the six months ended June 30, 2016, we repurchased 1,814,912 shares of Class A Common Stock in open market transactions for $69 million at an average price of $38.15 per share, inclusive of 69,719 shares, valued at $3 million, for which the Company placed trades prior to June 30, 2016 that were not settled until the third quarter of 2016. See “Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds—Repurchases of Equity Securities” for the table summarizing monthly repurchases of our Class A Common Stock during the quarter ended June 30, 2016. As of June 30, 2016, the remaining authorized amount under the current authorization totaled approximately $331 million.

Cash Dividends

The Board declared quarterly cash dividends on Common Stock to holders of record of Common Stock and Warrants as follows (in thousands, except per share data):



	2016				2015
	Per Share		Total Amount		Per Share		Total Amount
First quarter	$	0.25	$	23,215	$	—	$	—
Second quarter	0.25		22,959		0.25		24,100
Total quarterly cash dividends declared and paid	$	0.50	$	46,174	$	0.25	$	24,100

On April 9, 2015, we paid a special cash dividend of $6.73 per share to holders of record of our Common Stock at the close of business on March 25, 2015. The total aggregate payment on April 9, 2015 totaled $649 million, including the payment to holders of Warrants.

Any determination to pay dividends on our common stock, and the establishment of the per share amount, record dates and payment dates, is subject to the discretion of our Board and will depend upon various factors then existing, including our earnings and cash flows, financial condition, results of operations, capital requirements, level of indebtedness, contractual restrictions (including the restricted payment covenant contained in the credit agreement governing the Secured Credit Facility and the Indenture governing the Notes, as further described in Note 6 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016), restrictions imposed by applicable law, general business conditions and other factors that our Board may deem relevant. In addition, pursuant to the terms of the Warrant Agreement, concurrently with any cash dividend made to holders of our common stock, holders of Warrants are entitled to receive a cash payment equal to the amount of the dividend paid per share of common stock for each Warrant held.

Off-Balance Sheet Arrangements

There have been no material changes from the Off-Balance Sheet Arrangements discussion previously disclosed in our audited consolidated financial statements for the fiscal year ended December 31, 2015 contained in our 2015 Annual Report.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There were no changes to critical accounting policies and estimates from those disclosed in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” of our 2015 Annual Report.

New Accounting Standards—See Note 1 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016 for a discussion of new accounting guidance.

includes analyses of historical and estimated future revenue and ratings patterns for similar programming. The Company regularly reviews, and revises when necessary, its revenue estimates, which may result in a change in the rate of amortization. Amortization of broadcast rights are expensed to programming in the Company’s Consolidated Statements of Operations.

Goodwill and Other Intangible Assets—We review goodwill and other indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount (a “Triggering Event”), in accordance with ASC Topic 350. The estimated fair values of the reporting units to which goodwill has been allocated are determined using many critical factors, including projected future operating cash flows, revenue and market growth, market multiples, discount rates and consideration of market valuations of comparable companies. The estimated fair value of other intangible assets subject to the annual impairment review, which include FCC licenses and trade name, are generally calculated based on projected future discounted cash flow analyses. The development of estimated fair values requires the use of assumptions, including assumptions regarding revenue and market growth as well as specific economic factors in the broadcasting and media entertainment industries. These assumptions reflect our best estimates, but these items involve inherent uncertainties based on market conditions generally outside our control.

We did not identify any Triggering Events during the six months ended June 30, 2016. Adverse changes in expected operating results and/or unfavorable changes in other economic factors used to estimate fair values could result in additional non-cash impairment charges.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes from the quantitative and qualitative discussion about market risk previously disclosed in our audited consolidated financial statements for the fiscal year ended December 31, 2015.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information we are required to disclose in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms such that information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

As previously disclosed in Part II, Item 9A, “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, management identified a material weakness in the Company’s internal control over financial reporting. Because of this material weakness, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2015.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act, as of June 30, 2016. Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the date of their evaluation, the Company’s disclosure controls

and procedures were not effective as of June 30, 2016 due to the previously identified material weakness, which continued to exist as of June 30, 2016.

Notwithstanding such material weakness in internal control over financial reporting, our management concluded that our consolidated financial statements in this report fairly present, in all material respects, the Company’s financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with generally accepted accounting principles (“GAAP”).

Remediation Plan

Our management has made progress in remediating the previously identified material weakness in our internal control over financial reporting. The remediation efforts currently being executed include the following:


•	Enhancing processes and procedures across all information systems that are relevant to the preparation of the Company’s consolidated financial statements.


•	Improving existing program change management control activities and policies, including processes to maintain sufficient documentation evidencing the execution of these policies.


•	Implementing additional tools to better capture and monitor changes to relevant financial systems.


•	Improving the design and operation of control activities and procedures associated with user and administrator access to the affected IT systems, including both preventive and detective control activities.


•	Educating and re-training control owners regarding risks, controls and maintaining adequate evidence.


•	Clarifying and communicating appropriate roles and responsibilities for controls and systems for both IT and business users.


•	Increasing resources dedicated to monitoring IT general controls to ensure compliance with policies, procedures, and processes.

Management believes the foregoing efforts will effectively remediate the identified material weakness in internal control over financial reporting. Because the reliability of the internal control process requires repeatable execution, the successful remediation of the material weakness will require review and evidence of effectiveness prior to management concluding that the Company’s internal control over financial reporting is effective. The previously identified material weakness will not be considered fully addressed until the enhanced internal controls over the design and operating effectiveness of IT general controls for information systems have been in operation for a sufficient period of time for our management to conclude that the material weakness has been fully remediated. Management will continue to test and evaluate the implementation of these new processes and internal controls to ascertain whether they are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material error in our financial statements. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting that occurred during the quarter ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject to various legal proceedings and claims that have arisen in the ordinary course of business. The legal entities comprising our operations are defendants from time to time in actions for matters arising out of their business operations. In addition, the legal entities comprising our operations are involved from time to time as parties in various regulatory, environmental and other proceedings with governmental authorities and administrative agencies.

On December 31, 2012, the Debtors that had filed voluntary petitions for relief under Chapter 11 in the Bankruptcy Court on December 8, 2008 (or on October 12, 2009, in the case of Tribune CNLBC, LLC) emerged from Chapter 11. The Company and certain of the other legal entities included in our consolidated financial statements were Debtors or, as a result of the restructuring transactions undertaken at the time of the Debtors’ emergence, are successor legal entities to legal entities that were Debtors. On March 16, 2015, July 24, 2015, and May 11, 2016, the Bankruptcy Court entered final decrees collectively closing 104 of the Debtors’ Chapter 11 cases. The remaining Debtors’ Chapter 11 cases have not yet been closed by the Bankruptcy Court, and certain claims asserted against the Debtors in the Chapter 11 cases remain unresolved. As a result, we expect to continue to incur certain expenses pertaining to the Chapter 11 proceedings in future periods, which may be material. See Note 3 to our audited consolidated financial statements for the fiscal year ended December 31, 2015 for further information.

In March 2013, the IRS issued its audit report on our federal income tax return for 2008 which concluded that the gain from the Newsday Transactions should have been included in our 2008 taxable income. Accordingly, the IRS has proposed a $190 million tax and a $38 million accuracy-related penalty. After-tax interest on the proposed tax through June 30, 2016 would be approximately $47 million. We disagree with the IRS’s position and have timely filed a protest in response to the IRS’s proposed tax adjustments. We are contesting the IRS’s position in the IRS administrative appeals division. If the IRS position prevails, we would also be subject to approximately $22 million, net of tax benefits, of state income taxes, interest and penalties through June 30, 2016. If the IRS prevails, the tax, interest and penalty due will be offset by any tax payments made relating to this transaction subsequent to 2008. Through December 31, 2015, we have made approximately $136 million of federal and state tax payments through our regular tax reporting process which included $101 million that became payable upon closing of the sale of the Newsday partnership interest as further described in Note 5 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016. The sale of our partnership interest does not impact the IRS audit, nor does it change our view on the tax position(s) taken on the original transaction.

proposed a $182 million tax and a $73 million gross valuation misstatement penalty. After-tax interest on the proposed tax and penalty through June 30, 2016 would be approximately $35 million. We continue to disagree with the IRS’s position that the transaction generated a taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain. During the third quarter of 2016, we expect to file a petition in U.S. Tax Court to contest the IRS’s determination. We continue to pursue resolution of this disputed tax matter with the IRS. If the gain on the Chicago Cubs Transactions is deemed to be taxable in 2009, we estimate that the federal and state income taxes would be approximately $225 million before interest and penalties. However, if the IRS prevails in their position, any tax, interest and penalty due will be offset by any tax payments made relating to this transaction subsequent to 2009. Through June 30, 2016, we have paid approximately $36 million through our regular tax reporting process.

Both potential liabilities are substantial. We do not maintain any tax reserves related to the Chicago Cubs Transactions. In accordance with ASC Topic 740, “Income Taxes,” our unaudited Condensed Consolidated Balance Sheet as of June 30, 2016 includes deferred tax liabilities of $163 million related to the future recognition of taxable income and gain from the Chicago Cubs Transactions. Our liability for unrecognized tax benefits totaled $156 million at June 30, 2016, which includes a $125 million reserve related to the Newsday Transactions.

We do not believe that any other matters or proceedings presently pending will have a material adverse effect, individually or in the aggregate, on our consolidated financial position, results of operations or liquidity. However, legal matters and proceedings are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. As such, there can be no assurance that the final outcome of these matters and proceedings will not materially and adversely affect our consolidated financial position, results of operations or liquidity.

ITEM 1A. RISK FACTORS

We discuss in our filings with the SEC various risks that may materially affect our business. There have been no material changes to the risk factors disclosed in our 2015 Annual Report. The materialization of any risks and uncertainties identified in forward-looking statements contained in this report together with those previously disclosed in our 2015 Annual Report and our other filings with the SEC or those that are presently unforeseen could result in significant adverse effects on our financial condition, results of operations and cash flows. See “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Forward-looking Statements.”

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

On December 31, 2012, we emerged from Chapter 11 bankruptcy and pursuant to the Plan, issued 78,754,269 shares of Class A Common Stock, 4,455,767 shares of Class B Common Stock, and 16,789,972 Warrants, which are governed by the Warrant Agreement. The Warrants are exercisable at the holder’s option into Class A Common Stock, Class B Common Stock, or a combination thereof, at an exercise price of $0.001 per share or through “cashless exercise,” whereby the number of shares to be issued to the holder is reduced, in lieu of a cash payment for the exercise price.

Since the initial issuance of the Warrants on December 31, 2012 through June 30, 2016, we have issued 16,487,199 shares of Class A Common Stock and 143,477 shares of our Class B Common Stock upon the exercise of 16,630,729 Warrants. Of these exercises, we issued 12,589,212 shares of Class A Common Stock and 25,244 shares of Class B Common Stock, respectively, for cash, receiving total proceeds of $12,615 from the exercises. In addition, we issued 3,897,987 shares of Class A Common Stock and 118,233 shares of Class B Common Stock, respectively, upon “cashless exercises.”

The issuance of shares of Class A Common Stock and Class B Common Stock and Warrants at the time of emergence from Chapter 11 bankruptcy, and the issuance of shares of Common Stock upon exercise of the Warrants, were exempt from the registration requirements of Section 5 of the Securities Act pursuant to Section 1145 of the Bankruptcy Code, which generally exempts distributions of securities in connection with plans of reorganization. The issuances of shares of Common Stock upon exercise of options were exempt from the registration requirements

of Section 5 of the Securities Act pursuant to Rule 701 or Section 4(a)(2) of the Securities Act, to the extent an exemption from such registration was required.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions.

Repurchases of Equity Securities

The following table summarizes repurchases of our Class A Common Stock in the quarter ended June 30, 2016 pursuant to the $400 million stock repurchase program authorized by our Board on February 24, 2016:



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
April 1, 2016 - April 30, 2016 (1)	401,950	$	38.39	401,950	$	371,830
May 1, 2016 - May 31, 2016	423,075	$	38.74	423,075	$	355,438
June 1, 2016 - June 30, 2016 (2)	648,339	$	38.06	648,339	$	330,762
Quarter Ended June 30, 2016 (2)	1,473,364	$	38.35	1,473,364	$	330,762

(1) Excludes 100,089 shares of Class A Common Stock for which the Company placed trade orders valued at $4 million prior to March 31, 2016 but which were not settled until the second quarter of 2016.

(2) Includes 69,719 shares of Class A Common Stock for which the Company placed trade orders valued at $3 million prior to June 30, 2016 but which were not settled until the third quarter of 2016.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Incorporated by reference to the Exhibit Index attached hereto and made a part hereof.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized on August 9, 2016.



TRIBUNE MEDIA COMPANY

By:	/s/ Chandler Bigelow
Name:	Chandler Bigelow
Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX



Exhibit No.		Description

10.31§		Tribune Media Company 2016 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 of Tribune Media Company, filed May 17, 2016).

10.32§		2016 Tribune Media Company Stock Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 of Tribune Media Company, filed May 17, 2016).

10.33§t		Form of Stock Option Agreement under the Tribune Media Company 2016 Incentive Compensation Plan.

10.34§t		Form of Restricted Stock Unit Agreement under the Tribune Media Company 2016 Incentive Compensation Plan.

10.35§t		Form of Performance Stock Unit Agreement under the Tribune Media Company 2016 Incentive Compensation Plan.

10.36§t		Employment Agreement, dated as of July 18, 2016, between Tribune Media Company and Lawrence Wert.

31.1		Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2		Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32.1		Section 1350 Certification

32.2		Section 1350 Certification

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

§ Constitutes a compensatory plan or arrangement.

t Filed herein

TRIBUNE MEDIA CO - FORM 10-Q - August 9, 2016

Attached files

TRIBUNE MEDIA CO Reports