Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 30, 2016 | |
Entity Listings [Line Items] | ||
Entity Registrant Name | Tribune Media Company | |
Entity Central Index Key | 726,513 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Common Class A | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 91,999,363 | |
Common Class B | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,605 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 29, 2015 | |
Operating Revenues | ||
Television and Entertainment | $ 454,697 | $ 410,300 |
Digital and Data | 53,253 | 50,202 |
Other | 12,565 | 12,235 |
Total operating revenues | 520,515 | 472,737 |
Operating Expenses | ||
Programming | 124,167 | 93,516 |
Direct operating expenses | 114,076 | 102,988 |
Selling, general and administrative | 188,340 | 150,473 |
Depreciation | 17,338 | 17,054 |
Amortization | 49,378 | 47,771 |
Total operating expenses | 493,299 | 411,802 |
Operating Profit | 27,216 | 60,935 |
Income on equity investments, net | 38,252 | 36,934 |
Interest and dividend income | 145 | 367 |
Interest expense | (41,976) | (39,212) |
Gain on investment transaction | 0 | 687 |
Other non-operating gain | 496 | 0 |
Reorganization items, net | (434) | (992) |
Income Before Income Taxes | 23,699 | 58,719 |
Income tax expense | 12,606 | 22,302 |
Net Income | $ 11,093 | $ 36,417 |
Net Earnings Per Common Share: | ||
Basic (usd per share) | $ 0.12 | $ 0.37 |
Diluted (usd per share) | 0.12 | 0.37 |
Regular Cash Dividend | ||
Net Earnings Per Common Share: | ||
Dividends declared per common share (usd per share) | 0.25 | 0 |
Special Cash Dividend | ||
Net Earnings Per Common Share: | ||
Dividends declared per common share (usd per share) | $ 0 | $ 6.73 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income Statement - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 29, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income | $ 11,093 | $ 36,417 |
Adjustment for previously unrecognized benefit plan gains and losses included in net income, net of taxes of $(37) and $(3) for the three months ended March 31, 2016 and March 29, 2015, respectively | (58) | (5) |
Change in unrealized holding gain arising during the period, net of taxes of $(224) and $(605) for three months ended March 31, 2016 and March 29, 2015, respectively | (348) | (939) |
Change in foreign currency translation adjustments, net of taxes of $66 and $(1,173) for the three months ended March 31, 2016 and March 29, 2015, respectively | 4,043 | (5,391) |
Other Comprehensive Income (Loss), net of taxes | 3,637 | (6,335) |
Comprehensive Income | $ 14,730 | $ 30,082 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 29, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Taxes on Adjustment for previously unrecognized benefit plan losses included in net income | $ (37) | $ (3) |
Taxes on Change in unrealized holding gain arising during the period | (224) | (605) |
Taxes on Change in foreign currency translation adjustments | $ 66 | $ (1,173) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Current Assets | |||
Cash and cash equivalents | $ 324,636 | $ 262,644 | |
Restricted cash and cash equivalents | 17,579 | 17,595 | |
Accounts receivable (net of allowances of $7,605 and $8,176) | 433,883 | 466,628 | |
Broadcast rights | 158,319 | 160,240 | |
Income taxes receivable | 29,153 | 42,838 | |
Prepaid expenses | 42,822 | 63,337 | |
Other | 26,392 | 8,663 | |
Total current assets | 1,032,784 | 1,021,945 | |
Properties | |||
Property, plant and equipment | 700,313 | 818,658 | |
Accumulated depreciation | (164,548) | (160,801) | |
Net properties | 535,765 | 657,857 | |
Other Assets | |||
Broadcast rights | 186,580 | 203,422 | |
Goodwill | 3,563,657 | 3,561,812 | |
Other intangible assets, net | 2,192,431 | 2,240,199 | |
Assets held for sale | 313,235 | 206,422 | [1] |
Investments | 1,641,291 | 1,692,700 | |
Other | 107,779 | 124,506 | [2] |
Total other assets | 8,004,973 | 8,029,061 | [2] |
Total Assets | 9,573,522 | 9,708,863 | [1],[2] |
Current Liabilities | |||
Accounts payable | 67,698 | 60,394 | |
Debt due within one year (net of unamortized discounts and debt issuance costs of $7,947 and $7,979) | 19,894 | 19,862 | [2] |
Income taxes payable | 4,198 | 3,458 | |
Employee compensation and benefits | 70,191 | 87,976 | |
Contracts payable for broadcast rights | 206,283 | 236,676 | |
Deferred revenue | 40,704 | 44,721 | |
Interest payable | 13,901 | 33,828 | |
Other | 47,183 | 53,885 | |
Total current liabilities | 470,052 | 540,800 | [2] |
Non-Current Liabilities | |||
Long-term debt (net of unamortized discounts and debt issuance costs of $46,776 and $48,809) | 3,404,562 | 3,409,489 | [2],[3] |
Deferred income taxes | 985,966 | 984,032 | |
Contracts payable for broadcast rights | 349,788 | 385,107 | |
Contract intangible liability, net | 9,436 | 13,772 | |
Pension obligations, net | 450,080 | 456,073 | |
Postretirement, medical, life and other benefits | 15,854 | 16,092 | |
Other obligations | 72,946 | 71,776 | |
Total non-current liabilities | 5,288,632 | 5,336,341 | [2] |
Total Liabilities | $ 5,758,684 | $ 5,877,141 | [2] |
Commitments and Contingent Liabilities | |||
Shareholders’ Equity | |||
Preferred stock | $ 0 | $ 0 | |
Common Stock | 100 | 100 | |
Treasury stock, at cost: 7,911,675 shares at March 31, 2016 and 7,670,216 shares at December 31, 2015 (Note 11) | (412,892) | (400,153) | |
Additional paid-in-capital | 4,600,743 | 4,619,618 | |
Retained deficit | (311,258) | (322,351) | |
Accumulated other comprehensive loss | (67,379) | (71,016) | |
Total Tribune Media Company shareholders’ equity | 3,809,314 | 3,826,198 | |
Noncontrolling interest | 5,524 | 5,524 | |
Total shareholders’ equity | 3,814,838 | 3,831,722 | |
Total Liabilities and Shareholders’ Equity | 9,573,522 | 9,708,863 | [2] |
Class A Common Stock | |||
Shareholders’ Equity | |||
Common Stock | 100 | 100 | |
Total shareholders’ equity | 100 | 100 | |
Class B Common Stock | |||
Shareholders’ Equity | |||
Common Stock | 0 | 0 | |
Total shareholders’ equity | $ 0 | $ 0 | |
[1] | (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. | ||
[2] | (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. | ||
[3] | (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. |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Allowance for Doubtful Accounts | $ 7,605 | $ 8,176 |
Preferred stock par value (usd per share) | $ 0.001 | $ 0.001 |
Preferred stock authorized (shares) | 40,000,000 | 40,000,000 |
Preferred stock issued (shares) | 0 | 0 |
Preferred stock outstanding (shares) | 0 | 0 |
Treasury stock (shares) | 7,911,675 | 7,670,216 |
Class A Common Stock | ||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued shares (shares) | 100,334,466 | 100,015,546 |
Common stock, outstanding (shares) | 92,422,791 | 92,345,330 |
Class B Common Stock | ||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued shares (shares) | 5,605 | 5,605 |
Common stock, outstanding (shares) | 5,602 | 5,605 |
Senior Secured Credit Agreement | Term Loan Facility | ||
Unamortized discounts and debt issuance costs | $ 37,177 | $ 39,147 |
Current | Senior Secured Credit Agreement | Term Loan Facility | ||
Unamortized discounts and debt issuance costs | 7,947 | 7,979 |
Noncurrent | Senior Secured Credit Agreement | Term Loan Facility | ||
Unamortized discounts and debt issuance costs | $ 46,776 | $ 48,809 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement Of Shareholders' Equity - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Regular Cash Dividend | Class A Common Stock | Class B Common Stock | Retained Deficit | Accumulated Other Comprehensive Loss | Additional Paid-In Capital | Additional Paid-In CapitalRegular Cash Dividend | Treasury Stock | Non- controlling Interest | |
Balance at December 31, 2015, shares at Dec. 31, 2015 | 100,015,546 | 5,605 | |||||||||
Balance at December 31, 2015 at Dec. 31, 2015 | $ 3,831,722 | $ 100 | $ 0 | $ (322,351) | $ (71,016) | $ 4,619,618 | $ (400,153) | $ 5,524 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net Income | 11,093 | 11,093 | |||||||||
Other comprehensive loss, net of taxes | 3,637 | 3,637 | |||||||||
Comprehensive income | 14,730 | ||||||||||
Regular dividends declared to shareholders and warrant holders, $0.25 per share | [1] | $ (23,215) | $ (23,215) | ||||||||
Warrant exercises, shares | 100,108 | ||||||||||
Stock-based compensation | 8,466 | 8,466 | |||||||||
Net share settlements of stock-based awards | (4,126) | (4,126) | |||||||||
Net share settlements of stock-based awards, shares | 218,812 | ||||||||||
Common stock repurchases | (12,739) | (12,739) | |||||||||
Balance at March 31, 2016, shares at Mar. 31, 2016 | 100,334,466 | 5,605 | |||||||||
Balance at March 31, 2016 at Mar. 31, 2016 | $ 3,814,838 | $ 100 | $ 0 | $ (311,258) | $ (67,379) | $ 4,600,743 | $ (412,892) | $ 5,524 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Dividend equivalent units granted | $ 300 | ||||||||||
[1] | Includes $0.3 million of granted dividend equivalent units. |
Condensed Consolidated Stateme8
Condensed Consolidated Statement Of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 29, 2015 | |
Regular Cash Dividend | ||
Dividends declared per common share (usd per share) | $ 0.25 | $ 0 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 29, 2015 | |
Operating Activities | ||
Net Income | $ 11,093 | $ 36,417 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Stock-based compensation | 8,493 | 7,845 |
Pension credit, net of contributions | (5,993) | (7,303) |
Depreciation | 17,338 | 17,054 |
Amortization of contract intangible assets and liabilities | (4,003) | (3,461) |
Amortization of other intangible assets | 49,378 | 47,771 |
Income on equity investments, net | (38,252) | (36,934) |
Distributions from equity investments | 89,346 | 94,906 |
Amortization of debt issuance costs and original issue discount | 2,786 | 3,330 |
Gain on investment transaction | 0 | (687) |
Loss on sale of real estate | 0 | 97 |
Other non-operating gain | (496) | 0 |
Change in excess tax benefits from stock-based awards | 0 | 402 |
Changes in working capital items, excluding effects from acquisitions: | ||
Accounts receivable, net | 33,210 | 25,802 |
Prepaid expenses and other current assets | 2,775 | (12,036) |
Accounts payable | 9,448 | (5,343) |
Employee compensation and benefits, accrued expenses and other current liabilities | (44,797) | (7,225) |
Deferred revenue | (3,941) | (938) |
Income taxes | 14,406 | (239,850) |
Change in broadcast rights, net of liabilities | (46,949) | (11,259) |
Deferred income taxes | 1,722 | 172 |
Other, net | 26,735 | (3,066) |
Net cash provided by (used in) operating activities | 122,299 | (94,306) |
Investing Activities | ||
Capital expenditures | (17,848) | (16,299) |
Acquisitions | 0 | (109) |
Transfers from restricted cash | 4 | 0 |
Investments | (88) | (411) |
Proceeds from sales of real estate and other assets | 1,486 | 5,617 |
Net cash used in investing activities | (16,446) | (11,202) |
Financing Activities | ||
Repayments of long‑term debt | (6,960) | (1,067) |
Long-term debt issuance costs | (622) | 0 |
Payments of dividends | (23,215) | 0 |
Common stock repurchases | (8,938) | (172,777) |
Change in excess tax benefits from stock-based awards | 0 | (402) |
Tax withholdings related to net share settlements of share-based awards | (4,126) | (3,618) |
Proceeds from stock option exercises | 0 | 19 |
Net cash used in financing activities | (43,861) | (177,845) |
Net Increase (Decrease) in Cash and Cash Equivalents | 61,992 | (283,353) |
Cash and cash equivalents, beginning of period | 262,644 | 1,455,183 |
Cash and cash equivalents, end of period | 324,636 | 1,171,830 |
Supplemental Schedule of Cash Flow Information | ||
Interest | 59,065 | 35,593 |
Income taxes, net | $ (3,613) | $ 261,914 |
Basis Of Presentation And Signi
Basis Of Presentation And Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 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 March 31, 2016 and the results of operations and cash flows for the three months ended March 31, 2016 and March 29, 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),” as further discussed below. 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 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 months ended March 31, 2016 and March 29, 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 March 31, 2016 and March 29, 2015 were $17 million and $15 million , respectively. Operating profits of the Dreamcatcher stations included in the Company’s unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2016 and March 29, 2015 were $3 million and $2 million , respectively. The Company’s unaudited Condensed Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015 include the following assets and liabilities of the Dreamcatcher stations (in thousands): March 31, 2016 December 31, 2015 (1) Property, plant and equipment, net $ 348 $ 371 Broadcast rights 1,764 2,748 Other intangible assets, net 90,338 92,970 Other assets 160 111 Total Assets $ 92,610 $ 96,200 Debt due within one year $ 3,992 $ 3,989 Contracts payable for broadcast rights 2,007 3,016 Long-term debt 13,770 14,736 Other liabilities 38 55 Total Liabilities $ 19,807 $ 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. New Accounting Standard s—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 that 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. 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. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 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. 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. |
Assets Held For Sale
Assets Held For Sale | 3 Months Ended |
Mar. 31, 2016 | |
Assets Held-for-sale, Not Part of Disposal Group [Abstract] | |
Assets Held For Sale | NOTE 3: ASSETS HELD FOR SALE Assets Held for Sale —Assets held for sale in the Company’s unaudited Condensed Consolidated Balance Sheet consisted of the following (in thousands): March 31, 2016 December 31, 2015 Real estate $ 313,235 $ 206,422 As of March 31, 2016 , the Company has 17 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 (the “Marquee Properties”). The combined net carrying value of $313 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 March 31, 2016 and December 31, 2015, respectively, of which $206 million is attributable to the Marquee Properties at both March 31, 2016 and December 31, 2015. In the first quarter of 2016, the Company began the process to sell 13 real estate properties and recorded charges of $8 million 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 May 2, 2016, the Company sold its Deerfield Beach, FL property for net proceeds of $24 million . On April 13, 2016, the Company entered into an agreement to sell a property located in Pennsylvania, and on May 5, 2016, the Company entered into agreements for the sales of the Los Angeles Times Square property and the Olympic Printing Plant facility. Each of the agreements is subject to certain adjustments and customary closing conditions. There can be no assurance that these sales will be completed in a timely manner or at all. The previous agreement for the sale of the Los Angeles Times Square property, which was entered into on December 28, 2015, was terminated during the first quarter of 2016. During the first quarter 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 that is included in selling, general and administrative expenses. |
Goodwill, Other Intangible Asse
Goodwill, Other Intangible Assets And Intangible Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Other Intangible Assets and Intangible Liabilities | NOTE 4: GOODWILL, OTHER INTANGIBLE ASSETS AND LIABILITIES Goodwill and other intangible assets consisted of the following (in thousands): March 31, 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 $ (43,063 ) $ 168,937 $ 212,000 $ (39,750 ) $ 172,250 Advertiser relationships (useful life of 8 years) 168,000 (68,250 ) 99,750 168,000 (63,000 ) 105,000 Network affiliation agreements (useful life of 5 to 16 years) 362,000 (102,516 ) 259,484 362,000 (92,113 ) 269,887 Retransmission consent agreements (useful life of 7 to 12 years) 830,100 (219,465 ) 610,635 830,100 (196,955 ) 633,145 Other customer relationships (useful life of 3 to 16 years) 115,517 (26,222 ) 89,295 114,827 (23,315 ) 91,512 Content databases (useful life of 5 to 16 years) 135,001 (26,262 ) 108,739 134,299 (23,623 ) 110,676 Other technology (useful life of 4 to 10 years) 47,439 (11,506 ) 35,933 47,011 (9,733 ) 37,278 Trade names and trademarks (useful life of 3 to15 years) 14,148 (1,929 ) 12,219 13,853 (1,625 ) 12,228 Other (useful life of 3 to 11 years) 16,065 (6,026 ) 10,039 16,337 (5,514 ) 10,823 Total $ 1,900,270 $ (505,239 ) 1,395,031 $ 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 2,192,431 2,240,199 Goodwill Television and Entertainment 3,220,300 3,220,300 Digital and Data 343,357 341,512 Total goodwill 3,563,657 3,561,812 Total goodwill and other intangible assets $ 5,756,088 $ 5,802,011 The changes in the carrying amounts of intangible assets during the three months ended March 31, 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) (41,802 ) (7,909 ) (49,711 ) Foreign currency translation adjustment — 1,943 1,943 Balance as of March 31, 2016 $ 1,143,413 $ 251,618 $ 1,395,031 Other intangible assets not subject to amortization Balance as of March 31, 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 — 1,845 1,845 Balance as of March 31, 2016 $ 3,220,300 $ 343,357 $ 3,563,657 Total goodwill and other intangible assets as of March 31, 2016 $ 5,161,113 $ 594,975 $ 5,756,088 (1) Amortization of intangible assets includes $0.3 million related to lease contract intangible assets and is recorded in direct operating expenses or selling, general and administrative expense, as applicable, in the Company’s unaudited Condensed Consolidated Statements of Operations. The Company's intangible liabilities subject to amortization consisted of the following (in thousands): March 31, 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 $ (71,053 ) $ 9,387 $ 80,440 $ (66,729 ) $ 13,711 Lease contract intangible liabilities 209 (160 ) 49 209 (148 ) 61 Total intangible liabilities subject to amortization $ 80,649 $ (71,213 ) $ 9,436 $ 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 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 three months ended March 31, 2016 were as follows (in thousands): Television and Entertainment Intangible liabilities subject to amortization Balance as of December 31, 2015 $ 13,772 Amortization (4,336 ) Balance as of March 31, 2016 $ 9,436 Amortization expense relating to amortizable intangible assets, excluding lease contract intangible assets, is expected to be approximately $149 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 $7 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. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2016 | |
Investments [Abstract] | |
Investments | NOTE 5: INVESTMENTS Investments consisted of the following (in thousands): March 31, 2016 December 31, 2015 Equity method investments $ 1,617,449 $ 1,668,316 Cost method investments 20,898 20,868 Marketable equity securities 2,944 3,516 Total investments $ 1,641,291 $ 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. Income on equity investments, net was reduced by such amortization of $14 million in each of the three months ended March 31, 2016 and March 29, 2015 . 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 March 31, 2016 March 29, 2015 Income from equity investments, net, before amortization of basis difference $ 51,923 $ 50,496 Amortization of basis difference (13,671 ) (13,562 ) Income from equity investments, net $ 38,252 $ 36,934 Cash distributions from the Company’s equity method investments were as follows (in thousands): Three Months Ended March 31, 2016 March 29, 2015 Cash distributions from equity investments $ 89,346 $ 94,906 TV Food Network —The Company’s 31% investment in Television Food Network, G.P. (“TV Food Network”) totaled $1.260 billion and $1.314 billion at March 31, 2016 and December 31, 2015 , respectively. The Company recognized equity income from TV Food Network of $34 million and $29 million for the three months ended March 31, 2016 and March 29, 2015 , respectively. The Company received cash distributions from TV Food Network of $89 million and $95 million in the three months ended March 31, 2016 and March 29, 2015 , respectively. CareerBuilder —The Company’s 32% investment in CareerBuilder, LLC (“CareerBuilder”) totaled $335 million and $331 million at March 31, 2016 and December 31, 2015 , respectively. The Company recognized equity income from CareerBuilder of $5 million and $8 million for the three months ended March 31, 2016 and March 29, 2015 , respectively. Dose Media —The Company’s 25% investment in Dose Media, LLC (“Dose Media”) totaled $14 million and $15 million at March 31, 2016 and December 31, 2015 , respectively. Summarized Financial Information —Summarized financial information for TV Food Network is as follows (in thousands): Three Months Ended March 31, 2016 March 29, 2015 Revenues, net $ 277,176 $ 261,223 Operating income $ 181,996 $ 130,202 Net income $ 148,317 $ 133,643 Summarized financial information for CareerBuilder is as follows (in thousands): Three Months Ended March 31, 2016 March 29, 2015 Revenues, net $ 171,158 $ 175,154 Operating income $ 19,239 $ 30,326 Net income $ 20,312 $ 28,351 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 Tribune Publishing common stock, representing 1.5% of the outstanding common stock of Tribune Publishing. The Company classified the shares of Tribune Publishing common stock as available-for-sale securities. As of March 31, 2016 , the fair value and cost basis of the Company’s investment in Tribune Publishing was $3 million and $0 , respectively. As of March 31, 2016 , the gross unrealized holding gain relating the Company’s investment in Tribune Publishing was $3 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 Tribune Publishing. 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 has the obligation to absorb losses or benefits that could be potentially significant to the VIE. At March 31, 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 $3 million and $4 million at March 31, 2016 and December 31, 2015 , respectively. 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 three months ended March 31, 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. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 6: DEBT Debt consisted of the following (in thousands): March 31, 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 $37,177 and $39,147 $ 2,324,115 $ 2,328,092 5.875% Senior Notes due 2022, net of debt issuance costs of $17,421 and $17,466 1,082,579 1,082,534 Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount and debt issuance costs of $125 and $175 17,762 18,725 Total debt 3,424,456 3,429,351 Less: Debt due within one year 19,894 19,862 Long-term debt, net of current portion $ 3,404,562 $ 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 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. 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 Tribune Publishing 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 second quarter of 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 $30 million and $32 million at March 31, 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. 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 March 31, 2016 . At March 31, 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 quarter 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 March 31, 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 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 (the “Notes Registration Statement”) 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 —In addition, 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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’s investment in Tribune Publishing is recorded at fair value and is categorized as Level 1 within the fair value hierarchy as the common stock of Tribune Publishing is publicly traded on the NYSE. The Company’s investment in Tribune Publishing is measured at fair value on a recurring basis. As of March 31, 2016 , the fair value and cost basis of the Company’s investment in Tribune Publishing was $3 million and $0 , respectively. As of December 31, 2015 , the fair value and cost basis was $4 million and $0 , respectively. 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): March 31, 2016 December 31, 2015 Fair Carrying Fair Carrying Cost method investments $ 20,898 $ 20,898 $ 20,868 $ 20,868 Term Loan Facility $ 2,350,477 $ 2,324,115 $ 2,328,038 $ 2,328,092 5.875% Senior Notes due 2022 $ 1,075,250 $ 1,082,579 $ 1,108,250 $ 1,082,534 Dreamcatcher Credit Facility $ 17,806 $ 17,762 $ 18,587 $ 18,725 (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. 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 three months ended March 31, 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 March 31, 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 March 31, 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 March 31, 2016 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 March 31, 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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”). 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 and July 24, 2015, the Bankruptcy Court entered final decrees collectively closing 96 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 March 31, 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% 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 April 30, 2016 , approximately 3,290 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 April 30, 2016 , approximately 410 proofs of claim remain subject to further evaluation and adjustments, of which 2 proofs of claim relate to Tribune Publishing Debtor cases and were assumed by Tribune Publishing in connection with the Publishing Spin-off. 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 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 March 31, 2016 and March 29, 2015 totaled $0.4 million and $1 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 May 10, 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 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 Tribune Publishing common stock, representing 1.5% of the outstanding common stock of Tribune Publishing (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 Tribune Publishing. As a result of the pro rata distribution of Tribune Publishing stock to shareholders of the Company, the three attributable shareholders of the Company (collectively, the “Attributable Shareholders”) became attributable shareholders of Tribune Publishing. The residual common attributable interests of the Attributable Shareholders in the Company and Tribune Publishing 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 establishing a favorable presumption with respect to certain daily newspaper/broadcast combinations in the 20 largest markets and a rebuttable negative presumption with respect to such combinations in all other markets. 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. In a Report and Order and Further Notice of Proposed Rulemaking issued on March 31, 2014, the FCC is seeking 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. Under the Communications Act, MVPDs may not retransmit a commercial broadcast television station’s signal without the station’s consent (unless the station has elected “must-carry” status). Stations and MVPDs are required to negotiate for retransmission consent in “good faith.” The FCC’s rules implementing the good faith requirement identify certain practices that presumptively violate the obligation to negotiate in good faith. The FCC also may consider whether other practices violate the good faith requirement under the “totality of the circumstances.” The NPRM seeks comment generally on the state of the retransmission consent market and the effectiveness of the FCC’s existing rules. Although the NPRM does not propose any changes to the existing rules, it asks whether several practices should be considered consistent with, or a violation of, the good faith requirement. The Company cannot predict the impact of the FCC’s proposals on the Company’s business. 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 and initial commitments (indicating the official commencement of the auction) were due on March 29, 2016. The FCC has announced May 31, 2016 as the commencement date for auction bidding rounds, however, that date may be cancelled, delayed or materially altered. The Company has filed applications to participate in the auction. 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. While the period to comment on this NPRM is still on-going, one proposed requirement in the NPRM is that program providers 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. 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. 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9: INCOME TAXES In the three months ended March 31, 2016 , the Company recorded income tax expense of $13 million . The effective tax rate on pretax income was 53.2% in the three months ended March 31, 2016 . This rate differs from the U.S. federal statutory rate of 35% due to state income taxes (net of federal benefit), the domestic production activities deduction, other non-deductible expenses and a $4 million charge related to the write-off of unrealized deferred tax assets related to stock-based compensation. In the three months ended March 29, 2015 , the Company recorded income tax expense of $22 million . The effective tax rate on pretax income was 38.0% in the three months ended March 29, 2015 . This rate differs 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. 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 March 31, 2016 would be approximately $38 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 $32 million , net of tax benefits, of state income taxes through March 31, 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 $137 million of federal and state tax payments through its regular tax reporting process and does not expect to make additional tax payments. The Company does not maintain any tax reserves relating to the Newsday Transactions. As further described in Note 5 , on September 2, 2015, the Company sold its remaining interest in the Newsday partnership. The Company’s remaining deferred tax liability of $101 million became payable upon the consummation of the sale. The tax payments were made in the fourth quarter of 2015 and are included in the aggregate payments of $137 million referenced above. The sale of its partnership interest does not impact the ongoing IRS audit, nor does it change the Company’s view on the tax position(s) taken on the original transaction. 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. The IRS is currently auditing the Company’s 2009 federal income tax return which includes the Chicago Cubs Transactions. On March 31, 2016, the IRS issued the Company a Notice of Proposed Adjustment (“NOPA”) which presents the IRS’s position that the gain should have been included in the Company’s 2009 taxable income. The NOPA also proposes that the Company be subject to penalties ranging from 20% to 40% of the tax due. The NOPA is only a notice of proposed adjustment and is not an actual tax assessment. The Company disagrees with the IRS’s position that the transaction generated taxable gain in 2009, the penalty assertion and the IRS’s calculation of the gain. The Company continues 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 , 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 March 31, 2016 , the Company has paid approximately $35 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 March 31, 2016 includes a deferred tax liability of $161 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 $34 million at March 31, 2016 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 $10 million within the next twelve months due to the resolution of tax examination issues and statute of limitations expirations. |
Pension And Other Post Retireme
Pension And Other Post Retirement Benefits | 3 Months Ended |
Mar. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits Plans | NOTE 10: PENSION AND OTHER RETIREMENT PLANS The components of net periodic benefit credit for Company-sponsored pension and other postretirement benefits plans, net of taxes, for the three months ended March 31, 2016 and March 29, 2015 were as follows (in thousands): Pension Benefits Three Months Ended March 31, 2016 March 29, 2015 Service cost $ 169 $ 156 Interest cost 20,751 20,377 Expected return on plans’ assets (26,913 ) (27,836 ) Net periodic benefit credit $ (5,993 ) $ (7,303 ) Other Post Retirement Benefits Three Months Ended March 31, 2016 March 29, 2015 Service cost $ — $ 34 Interest cost 81 110 Recognized actuarial gain — (8 ) Amortization of prior service credits (95 ) — Net periodic benefit cost $ (14 ) $ 136 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 months ended March 31, 2016 and March 29, 2015 , the Company’s contributions were not material. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Capital Stock | 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 months ended March 31, 2016 and March 29, 2015 , on a net basis, 0 and 46,123 shares, respectively, of Class B Common Stock were converted into 0 and 46,123 shares, respectively, of Class A Common Stock. 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 March 31, 2016 and March 29, 2015 , 100,108 and 421,643 Warrants, respectively, were exercised for 100,108 and 421,643 shares, respectively, of Class A Common Stock. No Warrants were exercised for Class B Common Stock during the three months ended March 31, 2016 and March 29, 2015 . At March 31, 2016 , the following amounts were issued: 191,201 Warrants, 100,334,466 shares of Class A Common Stock, of which 7,911,675 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 Company had repurchased the full $400 million of outstanding Class A Common Stock 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. As of March 31, 2016 , the remaining authorized amount under the current authorization totaled approximately $387 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 —On February 24, 2016 , the Board declared a quarterly cash dividend on Common Stock of $0.25 per share paid on March 24, 2016 to holders of record of Common Stock as of March 10, 2016 . In addition, pursuant to the terms of the Warrant Agreement, the Company made a cash payment of $0.25 per Warrant on March 24, 2016 to holders of record of Warrants at the close of business on March 10, 2016 . The total aggregate payment on March 24, 2016 totaled $23 million . On May 5, 2016, the Board declared a quarterly cash dividend on Common Stock of $0.25 per share to be paid on June 6, 2016 to holders of record of Common Stock and Warrants as of May 20, 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 deficit. 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 12: STOCK-BASED COMPENSATION 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 is limited to five percent of the outstanding Common Stock on a fully diluted basis as of the Effective Date. There are 5,263,000 shares of Common Stock authorized for issuance under the Equity Incentive Plan. As of March 31, 2016 , the Company had 587,649 shares of Common Stock available for grant. The Equity Incentive Plan provides for the granting of non-qualified stock options (“NSOs”), restricted stock units (“RSUs”), performance share units (“PSUs”) and restricted and unrestricted stock awards (collectively “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 Incentive Plan allows employees 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 Equity Incentive Plan, the exercise price of an NSO award cannot be less than the market price of the Common Stock at the time the NSO award is granted and has a maximum contractual term of 10 years . PSU awards 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 . 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. 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. Stock-based compensation expense for the three months ended March 31, 2016 and March 29, 2015 totaled $8 million in each period. A summary of activity and weighted average exercise prices related to the NSOs is reflected in the table below. Three Months Ended Shares Weighted Avg. Exercise Price Outstanding, beginning of period 1,374,456 $ 60.62 Granted 1,241,354 29.22 Forfeited (44,240 ) 43.26 Cancelled (9,112 ) 58.44 Outstanding, end of period 2,562,458 $ 45.71 Vested and exercisable, end of period 605,559 $ 61.11 A summary of activity and weighted average fair values related to the RSUs is reflected in the table below. Three Months Ended Shares Weighted Avg. Outstanding, beginning of period 839,789 $ 58.39 Granted 764,973 29.31 Dividend equivalent units granted 9,044 35.95 Vested (277,580 ) 58.38 Dividend equivalent units vested (4,993 ) 41.64 Forfeited (21,264 ) 47.29 Dividend equivalent units forfeited (332 ) 39.72 Outstanding and nonvested, end of period (1) 1,309,637 $ 41.51 (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 March 31, 2016 was not material. These RSUs generally vest over a four year period. A summary of activity and weighted average fair values related to the unrestricted stock awards is as follows: Three Months Ended 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 is reflected in the table below. Three Months Ended Shares Weighted Avg. Fair Value Outstanding, beginning of period 106,964 $ 65.50 Granted (1) 34,728 30.96 Dividend equivalent units granted 734 36.19 Vested (55,720 ) 65.06 Dividend equivalent units vested (1,009 ) 41.64 Forfeited (948 ) 65.06 Outstanding and nonvested, end of period 84,749 $ 42.79 (1) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. As of March 31, 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 $ 81,291 3.1 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 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 March 31, 2016 , there were 20,876 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 months ended March 31, 2016 and March 29, 2015 , 258,306 and 1,885,431 , 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 March 31, 2016 March 29, 2015 EPS numerator: Net income, as reported $ 11,093 $ 36,417 Less: Dividends distributed to Warrants 48 — Less: Undistributed earnings allocated to Warrants — 706 Net income attributable to common shareholders for basic EPS $ 11,045 $ 35,711 Add: Undistributed earnings allocated to dilutive securities — 1 Net income attributable to common shareholders for diluted EPS $ 11,045 $ 35,712 EPS denominator: Weighted average shares outstanding - basic 92,491 95,411 Impact of dilutive securities 132 125 Weighted average shares outstanding - diluted 92,623 95,536 Net income per share attributable to common shareholders: Basic $ 0.12 $ 0.37 Diluted $ 0.12 $ 0.37 Because of their anti-dilutive effect, 2,624,524 and 1,215,011 common share equivalents, comprised of NSOs, PSUs and RSUs, have been excluded from the diluted EPS calculation for the three months ended March 31, 2016 and March 29, 2015 , respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 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 three months ended March 31, 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 (58 ) 4,043 (348 ) 3,637 Balance at March 31, 2016 $ (57,449 ) $ (11,721 ) $ 1,791 $ (67,379 ) |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 15: RELATED PARTY TRANSACTIONS The Company’s company-sponsored pension plan assets include 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. The fair value of this investment was $29 million at March 31, 2016 and $30 million and December 31, 2015 . The pension plan assets have included an investment in this fund since 2008 . The Secured Credit Facility syndicate of lenders includes funds affiliated with Oaktree. These funds held $37 million and $38 million of the Company’s Term B Loans and Former Term Loans at March 31, 2016 and December 31, 2015 , respectively. |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Business Segments | NOTE 16: BUSINESS SEGMENTS The following table summarizes business segment financial data for the three months ended March 31, 2016 and March 29, 2015 (in thousands): Three Months Ended March 31, 2016 March 29, 2015 Operating revenues: Television and Entertainment $ 454,697 $ 410,300 Digital and Data 53,253 50,202 Corporate and Other 12,565 12,235 Total operating revenues $ 520,515 $ 472,737 Operating profit (loss) : Television and Entertainment $ 58,745 $ 79,348 Digital and Data (2,912 ) 3,734 Corporate and Other (28,617 ) (22,147 ) Total operating profit $ 27,216 $ 60,935 Depreciation: Television and Entertainment $ 11,016 $ 11,423 Digital and Data 2,897 2,105 Corporate and Other 3,425 3,526 Total depreciation $ 17,338 $ 17,054 Amortization : Television and Entertainment $ 41,475 $ 41,510 Digital and Data 7,903 6,261 Total amortization $ 49,378 $ 47,771 Capital Expenditures: Television and Entertainment $ 6,833 $ 9,250 Digital and Data 4,923 2,605 Corporate and Other 6,092 4,444 Total capital expenditures $ 17,848 $ 16,299 March 31, 2016 December 31, 2015 (1) Assets: Television and Entertainment $ 7,529,699 $ 7,748,010 Digital and Data 712,241 725,151 Corporate and Other 1,018,347 1,029,280 Assets held for sale 313,235 206,422 Total assets $ 9,573,522 $ 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. See Note 1 for further information. |
Condensed Financial Information
Condensed Financial Information (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidated Financial Statements | 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 COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED MARCH 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 508,445 $ 16,477 $ (4,407 ) $ 520,515 Programming and direct operating expenses — 235,866 5,375 (2,998 ) 238,243 Selling, general and administrative 25,429 157,254 7,066 (1,409 ) 188,340 Depreciation and amortization 2,569 59,151 4,996 — 66,716 Total Operating Expenses 27,998 452,271 17,437 (4,407 ) 493,299 Operating (Loss) Profit (27,998 ) 56,174 (960 ) — 27,216 (Loss) income on equity investments, net (720 ) 38,972 — — 38,252 Interest and dividend income 91 41 13 — 145 Interest expense (41,714 ) — (262 ) — (41,976 ) Other non-operating items 62 — — — 62 Intercompany interest income (expense) 438 (438 ) — — — Intercompany income (charges) 23,762 (23,706 ) (56 ) — — (Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (46,079 ) 71,043 (1,265 ) — 23,699 Income tax (benefit) expense (17,960 ) 31,343 (777 ) — 12,606 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 39,212 936 — (40,148 ) — Net Income (Loss) $ 11,093 $ 40,636 $ (488 ) $ (40,148 ) $ 11,093 Comprehensive Income (Loss) $ 14,730 $ 40,739 $ 3,449 $ (44,188 ) $ 14,730 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED MARCH 29, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 463,541 $ 14,834 $ (5,638 ) $ 472,737 Programming and direct operating expenses — 189,688 9,227 (2,411 ) 196,504 Selling, general and administrative 23,940 124,722 5,038 (3,227 ) 150,473 Depreciation and amortization 1,169 59,792 3,864 — 64,825 Total Operating Expenses 25,109 374,202 18,129 (5,638 ) 411,802 Operating (Loss) Profit (25,109 ) 89,339 (3,295 ) — 60,935 Income on equity investments, net — 36,934 — — 36,934 Interest and dividend income 300 26 41 — 367 Interest expense (38,923 ) (5 ) (284 ) — (39,212 ) Gain on investment transaction, net 687 — — — 687 Other non-operating items (926 ) (66 ) — — (992 ) 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 (38,467 ) 100,813 (3,627 ) — 58,719 Income tax (benefit) expense (15,122 ) 39,892 (2,468 ) — 22,302 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 59,762 (1,324 ) — (58,438 ) — Net Income (Loss) $ 36,417 $ 59,597 $ (1,159 ) $ (58,438 ) $ 36,417 Comprehensive Income (Loss) $ 30,082 $ 57,732 $ (4,685 ) $ (53,047 ) $ 30,082 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF MARCH 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 300,466 $ 10,161 $ 14,009 $ — $ 324,636 Restricted cash and cash equivalents 17,579 — — — 17,579 Accounts receivable, net 871 421,145 11,867 — 433,883 Broadcast rights — 156,587 1,732 — 158,319 Income taxes receivable — 28,974 179 — 29,153 Prepaid expenses 13,688 26,709 2,425 — 42,822 Other 22,276 3,811 305 — 26,392 Total current assets 354,880 647,387 30,517 — 1,032,784 Properties Property, plant and equipment 50,300 540,845 109,168 — 700,313 Accumulated depreciation (13,176 ) (145,183 ) (6,189 ) — (164,548 ) Net properties 37,124 395,662 102,979 — 535,765 Investments in subsidiaries 10,359,278 105,303 — (10,464,581 ) — Other Assets Broadcast rights — 186,548 32 — 186,580 Goodwill — 3,508,718 54,939 — 3,563,657 Other intangible assets, net — 2,045,695 146,736 — 2,192,431 Assets held for sale — 313,235 — — 313,235 Investments 16,984 1,608,912 15,395 — 1,641,291 Intercompany receivables 1,603,188 4,510,471 451,058 (6,564,717 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 182,572 99,673 5,983 (180,449 ) 107,779 Total other assets 1,829,744 12,273,252 674,143 (6,772,166 ) 8,004,973 Total Assets $ 12,581,026 $ 13,421,604 $ 807,639 $ (17,236,747 ) $ 9,573,522 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF MARCH 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 31,616 $ 32,780 $ 3,302 $ — $ 67,698 Debt due within one year 15,902 — 3,992 — 19,894 Income taxes payable — 2,730 1,468 — 4,198 Contracts payable for broadcast rights — 204,276 2,007 — 206,283 Deferred revenue — 37,154 3,550 — 40,704 Interest payable 13,899 — 2 — 13,901 Other 35,809 75,273 6,292 — 117,374 Total current liabilities 97,226 352,213 20,613 — 470,052 Non-Current Liabilities Long-term debt 3,390,792 — 13,770 — 3,404,562 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 992,605 173,810 (180,449 ) 985,966 Contracts payable for broadcast rights — 349,750 38 — 349,788 Contract intangible liability, net — 9,436 — — 9,436 Intercompany payables 4,804,029 1,528,799 231,889 (6,564,717 ) — Other 479,665 55,540 3,675 — 538,880 Total non-current liabilities 8,674,486 2,963,130 423,182 (6,772,166 ) 5,288,632 Total liabilities 8,771,712 3,315,343 443,795 (6,772,166 ) 5,758,684 Shareholders’ Equity (Deficit) Common stock 100 — — — 100 Treasury stock (412,892 ) — — — (412,892 ) Additional paid-in-capital 4,600,743 9,488,052 287,950 (9,776,002 ) 4,600,743 Retained earnings (deficit) (311,258 ) 624,410 77,012 (701,422 ) (311,258 ) Accumulated other comprehensive (loss) income (67,379 ) (6,201 ) (6,642 ) 12,843 (67,379 ) Total Tribune Media Company shareholders’ equity (deficit) 3,809,314 10,106,261 358,320 (10,464,581 ) 3,809,314 Noncontrolling interests — — 5,524 — 5,524 Total shareholders’ equity (deficit) 3,809,314 10,106,261 363,844 (10,464,581 ) 3,814,838 Total Liabilities and Shareholders’ Equity (Deficit) $ 12,581,026 $ 13,421,604 $ 807,639 $ (17,236,747 ) $ 9,573,522 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (1) AS OF DECEMBER 31, 2015 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 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 AS OF DECEMBER 31, 2015 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 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 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 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (56,143 ) $ 181,150 $ (2,708 ) $ — $ 122,299 Investing Activities Capital expenditures (4,336 ) (12,115 ) (1,397 ) — (17,848 ) Transfers from restricted cash — 4 — — 4 Investments — (88 ) — — (88 ) Intercompany dividend 3,326 — — (3,326 ) — Proceeds from sales of real estate and other assets — 805 681 — 1,486 Net cash used in investing activities (1,010 ) (11,394 ) (716 ) (3,326 ) (16,446 ) Financing Activities Repayments of long-term debt (5,948 ) — (1,012 ) — (6,960 ) Long-term debt issuance costs (622 ) — — — (622 ) Payment of dividends (23,215 ) — — — (23,215 ) Common stock repurchases (8,938 ) — — — (8,938 ) Tax withholdings related to net share settlements of share-based awards (4,126 ) — — — (4,126 ) Intercompany dividend — (3,326 ) — 3,326 — Change in intercompany receivables and payables (1) 164,960 (169,323 ) 4,363 — — Net cash provided by (used in) financing activities 122,111 (172,649 ) 3,351 3,326 (43,861 ) Net Increase (Decrease) in Cash and Cash Equivalents 64,958 (2,893 ) (73 ) — 61,992 Cash and cash equivalents, beginning of year 235,508 13,054 14,082 — 262,644 Cash and cash equivalents, end of year $ 300,466 $ 10,161 $ 14,009 $ — $ 324,636 (1) Excludes the impact of a $56 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor subsidiaries. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 29, 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 $ (20,111 ) $ (69,753 ) $ (4,442 ) $ — $ (94,306 ) Investing Activities Capital expenditures (6,157 ) (9,739 ) (403 ) — (16,299 ) Acquisitions, net of cash acquired — (109 ) — — (109 ) Investments — (411 ) — — (411 ) Proceeds from sales of real estate and other assets — 5,617 — — 5,617 Net cash used in investing activities (6,157 ) (4,642 ) (403 ) — (11,202 ) Financing Activities Repayments of long-term debt — (54 ) (1,013 ) — (1,067 ) Common stock repurchases (172,777 ) — — — (172,777 ) Change in excess tax benefits from stock-based awards (402 ) — — — (402 ) Tax withholdings related to net share settlements of share-based awards (3,618 ) — — — (3,618 ) Proceeds from stock option exercises 19 — — — 19 Change in intercompany receivables and payables (78,930 ) 73,139 5,791 — — Net cash (used in) provided by financing activities (255,708 ) 73,085 4,778 — (177,845 ) Net Increase (Decrease) in Cash and Cash Equivalents (281,976 ) (1,310 ) (67 ) — (283,353 ) Cash and cash equivalents, beginning of year 1,433,388 12,204 9,591 — 1,455,183 Cash and cash equivalents, end of year $ 1,151,412 $ 10,894 $ 9,524 $ — $ 1,171,830 |
Basis Of Presentation And Sig27
Basis Of Presentation And Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Presentation | 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 March 31, 2016 and the results of operations and cash flows for the three months ended March 31, 2016 and March 29, 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 | 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),” as further discussed below. 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 | 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 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. |
Use of Estimates | 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. |
New Accounting Standards | New Accounting Standard s—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 that 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. 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. |
Amortization of Broadcast Rights Contract Intangible Assets and Liabilities | 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 Condensed Consolidated Statement of Operations in accordance with the Company’s methodology for amortizing the related broadcast rights. |
Amortization of Basis Difference Relating to Equity Method Investment Fresh-Start Adjustments | 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. |
Basis Of Presentation And Sig28
Basis Of Presentation And Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The Company’s unaudited Condensed Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015 include the following assets and liabilities of the Dreamcatcher stations (in thousands): March 31, 2016 December 31, 2015 (1) Property, plant and equipment, net $ 348 $ 371 Broadcast rights 1,764 2,748 Other intangible assets, net 90,338 92,970 Other assets 160 111 Total Assets $ 92,610 $ 96,200 Debt due within one year $ 3,992 $ 3,989 Contracts payable for broadcast rights 2,007 3,016 Long-term debt 13,770 14,736 Other liabilities 38 55 Total Liabilities $ 19,807 $ 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. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Assets Held-for-sale, Not Part of Disposal Group [Abstract] | |
Assets Held For Sale | Assets Held for Sale —Assets held for sale in the Company’s unaudited Condensed Consolidated Balance Sheet consisted of the following (in thousands): March 31, 2016 December 31, 2015 Real estate $ 313,235 $ 206,422 |
Goodwill, Other Intangible As31
Goodwill, Other Intangible Assets And Intangible Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Goodwill and other intangible assets consisted of the following (in thousands): March 31, 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 $ (43,063 ) $ 168,937 $ 212,000 $ (39,750 ) $ 172,250 Advertiser relationships (useful life of 8 years) 168,000 (68,250 ) 99,750 168,000 (63,000 ) 105,000 Network affiliation agreements (useful life of 5 to 16 years) 362,000 (102,516 ) 259,484 362,000 (92,113 ) 269,887 Retransmission consent agreements (useful life of 7 to 12 years) 830,100 (219,465 ) 610,635 830,100 (196,955 ) 633,145 Other customer relationships (useful life of 3 to 16 years) 115,517 (26,222 ) 89,295 114,827 (23,315 ) 91,512 Content databases (useful life of 5 to 16 years) 135,001 (26,262 ) 108,739 134,299 (23,623 ) 110,676 Other technology (useful life of 4 to 10 years) 47,439 (11,506 ) 35,933 47,011 (9,733 ) 37,278 Trade names and trademarks (useful life of 3 to15 years) 14,148 (1,929 ) 12,219 13,853 (1,625 ) 12,228 Other (useful life of 3 to 11 years) 16,065 (6,026 ) 10,039 16,337 (5,514 ) 10,823 Total $ 1,900,270 $ (505,239 ) 1,395,031 $ 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 2,192,431 2,240,199 Goodwill Television and Entertainment 3,220,300 3,220,300 Digital and Data 343,357 341,512 Total goodwill 3,563,657 3,561,812 Total goodwill and other intangible assets $ 5,756,088 $ 5,802,011 |
Schedule Of Changes of Finite-Lived Intangible Assets, Indefinite-Lived Intangible Assets, and Goodwill | The changes in the carrying amounts of intangible assets during the three months ended March 31, 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) (41,802 ) (7,909 ) (49,711 ) Foreign currency translation adjustment — 1,943 1,943 Balance as of March 31, 2016 $ 1,143,413 $ 251,618 $ 1,395,031 Other intangible assets not subject to amortization Balance as of March 31, 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 — 1,845 1,845 Balance as of March 31, 2016 $ 3,220,300 $ 343,357 $ 3,563,657 Total goodwill and other intangible assets as of March 31, 2016 $ 5,161,113 $ 594,975 $ 5,756,088 (1) Amortization of intangible assets includes $0.3 million related to lease contract intangible assets and is recorded in direct operating expenses or selling, general and administrative expense, as applicable, in the Company’s unaudited Condensed Consolidated Statements of Operations. |
Schedule Of Finite-Lived Intangible Liabilities | The Company's intangible liabilities subject to amortization consisted of the following (in thousands): March 31, 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 $ (71,053 ) $ 9,387 $ 80,440 $ (66,729 ) $ 13,711 Lease contract intangible liabilities 209 (160 ) 49 209 (148 ) 61 Total intangible liabilities subject to amortization $ 80,649 $ (71,213 ) $ 9,436 $ 80,649 $ (66,877 ) $ 13,772 |
Schedule Of Changes of Finite-Lived Intangible Liabilities | The net changes in the carrying amounts of intangible liabilities during the three months ended March 31, 2016 were as follows (in thousands): Television and Entertainment Intangible liabilities subject to amortization Balance as of December 31, 2015 $ 13,772 Amortization (4,336 ) Balance as of March 31, 2016 $ 9,436 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investments [Abstract] | |
Schedule of Investments | Investments consisted of the following (in thousands): March 31, 2016 December 31, 2015 Equity method investments $ 1,617,449 $ 1,668,316 Cost method investments 20,898 20,868 Marketable equity securities 2,944 3,516 Total investments $ 1,641,291 $ 1,692,700 |
Equity Method Investments Information | 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 March 31, 2016 March 29, 2015 Income from equity investments, net, before amortization of basis difference $ 51,923 $ 50,496 Amortization of basis difference (13,671 ) (13,562 ) Income from equity investments, net $ 38,252 $ 36,934 Cash distributions from the Company’s equity method investments were as follows (in thousands): Three Months Ended March 31, 2016 March 29, 2015 Cash distributions from equity investments $ 89,346 $ 94,906 |
Summary of Financial Information of Equity Investments | Summarized Financial Information —Summarized financial information for TV Food Network is as follows (in thousands): Three Months Ended March 31, 2016 March 29, 2015 Revenues, net $ 277,176 $ 261,223 Operating income $ 181,996 $ 130,202 Net income $ 148,317 $ 133,643 Summarized financial information for CareerBuilder is as follows (in thousands): Three Months Ended March 31, 2016 March 29, 2015 Revenues, net $ 171,158 $ 175,154 Operating income $ 19,239 $ 30,326 Net income $ 20,312 $ 28,351 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following (in thousands): March 31, 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 $37,177 and $39,147 $ 2,324,115 $ 2,328,092 5.875% Senior Notes due 2022, net of debt issuance costs of $17,421 and $17,466 1,082,579 1,082,534 Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount and debt issuance costs of $125 and $175 17,762 18,725 Total debt 3,424,456 3,429,351 Less: Debt due within one year 19,894 19,862 Long-term debt, net of current portion $ 3,404,562 $ 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | 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): March 31, 2016 December 31, 2015 Fair Carrying Fair Carrying Cost method investments $ 20,898 $ 20,898 $ 20,868 $ 20,868 Term Loan Facility $ 2,350,477 $ 2,324,115 $ 2,328,038 $ 2,328,092 5.875% Senior Notes due 2022 $ 1,075,250 $ 1,082,579 $ 1,108,250 $ 1,082,534 Dreamcatcher Credit Facility $ 17,806 $ 17,762 $ 18,587 $ 18,725 (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. |
Pension And Other Post Retire35
Pension And Other Post Retirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic benefit credit for Company-sponsored pension and other postretirement benefits plans, net of taxes, for the three months ended March 31, 2016 and March 29, 2015 were as follows (in thousands): Pension Benefits Three Months Ended March 31, 2016 March 29, 2015 Service cost $ 169 $ 156 Interest cost 20,751 20,377 Expected return on plans’ assets (26,913 ) (27,836 ) Net periodic benefit credit $ (5,993 ) $ (7,303 ) Other Post Retirement Benefits Three Months Ended March 31, 2016 March 29, 2015 Service cost $ — $ 34 Interest cost 81 110 Recognized actuarial gain — (8 ) Amortization of prior service credits (95 ) — Net periodic benefit cost $ (14 ) $ 136 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Non-Qualified Stock Options, Activity | A summary of activity and weighted average exercise prices related to the NSOs is reflected in the table below. Three Months Ended Shares Weighted Avg. Exercise Price Outstanding, beginning of period 1,374,456 $ 60.62 Granted 1,241,354 29.22 Forfeited (44,240 ) 43.26 Cancelled (9,112 ) 58.44 Outstanding, end of period 2,562,458 $ 45.71 Vested and exercisable, end of period 605,559 $ 61.11 |
Restricted Stock Units Activity | A summary of activity and weighted average fair values related to the RSUs is reflected in the table below. Three Months Ended Shares Weighted Avg. Outstanding, beginning of period 839,789 $ 58.39 Granted 764,973 29.31 Dividend equivalent units granted 9,044 35.95 Vested (277,580 ) 58.38 Dividend equivalent units vested (4,993 ) 41.64 Forfeited (21,264 ) 47.29 Dividend equivalent units forfeited (332 ) 39.72 Outstanding and nonvested, end of period (1) 1,309,637 $ 41.51 (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 March 31, 2016 was not material. These RSUs generally vest over a four year period. |
Restricted Stock Award And Unrestricted Stock Award Activity | A summary of activity and weighted average fair values related to the unrestricted stock awards is as follows: Three Months Ended 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 — $ — |
Performance-based Units Activity | A summary of activity and weighted average fair values related to the PSUs is reflected in the table below. Three Months Ended Shares Weighted Avg. Fair Value Outstanding, beginning of period 106,964 $ 65.50 Granted (1) 34,728 30.96 Dividend equivalent units granted 734 36.19 Vested (55,720 ) 65.06 Dividend equivalent units vested (1,009 ) 41.64 Forfeited (948 ) 65.06 Outstanding and nonvested, end of period 84,749 $ 42.79 (1) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. |
Unrecognized Compensation Cost, Nonvested Awards | As of March 31, 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 $ 81,291 3.1 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule Of Earnings Per Share Basic And Diluted By Common Class | The calculation of basic and diluted EPS is presented below (in thousands, except for per share data): Three Months Ended March 31, 2016 March 29, 2015 EPS numerator: Net income, as reported $ 11,093 $ 36,417 Less: Dividends distributed to Warrants 48 — Less: Undistributed earnings allocated to Warrants — 706 Net income attributable to common shareholders for basic EPS $ 11,045 $ 35,711 Add: Undistributed earnings allocated to dilutive securities — 1 Net income attributable to common shareholders for diluted EPS $ 11,045 $ 35,712 EPS denominator: Weighted average shares outstanding - basic 92,491 95,411 Impact of dilutive securities 132 125 Weighted average shares outstanding - diluted 92,623 95,536 Net income per share attributable to common shareholders: Basic $ 0.12 $ 0.37 Diluted $ 0.12 $ 0.37 |
Accumulated Other Comprehensi38
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of 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 three months ended March 31, 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 (58 ) 4,043 (348 ) 3,637 Balance at March 31, 2016 $ (57,449 ) $ (11,721 ) $ 1,791 $ (67,379 ) |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes business segment financial data for the three months ended March 31, 2016 and March 29, 2015 (in thousands): Three Months Ended March 31, 2016 March 29, 2015 Operating revenues: Television and Entertainment $ 454,697 $ 410,300 Digital and Data 53,253 50,202 Corporate and Other 12,565 12,235 Total operating revenues $ 520,515 $ 472,737 Operating profit (loss) : Television and Entertainment $ 58,745 $ 79,348 Digital and Data (2,912 ) 3,734 Corporate and Other (28,617 ) (22,147 ) Total operating profit $ 27,216 $ 60,935 Depreciation: Television and Entertainment $ 11,016 $ 11,423 Digital and Data 2,897 2,105 Corporate and Other 3,425 3,526 Total depreciation $ 17,338 $ 17,054 Amortization : Television and Entertainment $ 41,475 $ 41,510 Digital and Data 7,903 6,261 Total amortization $ 49,378 $ 47,771 Capital Expenditures: Television and Entertainment $ 6,833 $ 9,250 Digital and Data 4,923 2,605 Corporate and Other 6,092 4,444 Total capital expenditures $ 17,848 $ 16,299 March 31, 2016 December 31, 2015 (1) Assets: Television and Entertainment $ 7,529,699 $ 7,748,010 Digital and Data 712,241 725,151 Corporate and Other 1,018,347 1,029,280 Assets held for sale 313,235 206,422 Total assets $ 9,573,522 $ 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. See Note 1 for further information. |
Condensed Financial Informati40
Condensed Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Statement of Statement of Operations and Comprehensive Income | Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 508,445 $ 16,477 $ (4,407 ) $ 520,515 Programming and direct operating expenses — 235,866 5,375 (2,998 ) 238,243 Selling, general and administrative 25,429 157,254 7,066 (1,409 ) 188,340 Depreciation and amortization 2,569 59,151 4,996 — 66,716 Total Operating Expenses 27,998 452,271 17,437 (4,407 ) 493,299 Operating (Loss) Profit (27,998 ) 56,174 (960 ) — 27,216 (Loss) income on equity investments, net (720 ) 38,972 — — 38,252 Interest and dividend income 91 41 13 — 145 Interest expense (41,714 ) — (262 ) — (41,976 ) Other non-operating items 62 — — — 62 Intercompany interest income (expense) 438 (438 ) — — — Intercompany income (charges) 23,762 (23,706 ) (56 ) — — (Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (46,079 ) 71,043 (1,265 ) — 23,699 Income tax (benefit) expense (17,960 ) 31,343 (777 ) — 12,606 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 39,212 936 — (40,148 ) — Net Income (Loss) $ 11,093 $ 40,636 $ (488 ) $ (40,148 ) $ 11,093 Comprehensive Income (Loss) $ 14,730 $ 40,739 $ 3,449 $ (44,188 ) $ 14,730 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED MARCH 29, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 463,541 $ 14,834 $ (5,638 ) $ 472,737 Programming and direct operating expenses — 189,688 9,227 (2,411 ) 196,504 Selling, general and administrative 23,940 124,722 5,038 (3,227 ) 150,473 Depreciation and amortization 1,169 59,792 3,864 — 64,825 Total Operating Expenses 25,109 374,202 18,129 (5,638 ) 411,802 Operating (Loss) Profit (25,109 ) 89,339 (3,295 ) — 60,935 Income on equity investments, net — 36,934 — — 36,934 Interest and dividend income 300 26 41 — 367 Interest expense (38,923 ) (5 ) (284 ) — (39,212 ) Gain on investment transaction, net 687 — — — 687 Other non-operating items (926 ) (66 ) — — (992 ) 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 (38,467 ) 100,813 (3,627 ) — 58,719 Income tax (benefit) expense (15,122 ) 39,892 (2,468 ) — 22,302 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 59,762 (1,324 ) — (58,438 ) — Net Income (Loss) $ 36,417 $ 59,597 $ (1,159 ) $ (58,438 ) $ 36,417 Comprehensive Income (Loss) $ 30,082 $ 57,732 $ (4,685 ) $ (53,047 ) $ 30,082 |
Condensed Consolidating Balance Sheet | TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF MARCH 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 300,466 $ 10,161 $ 14,009 $ — $ 324,636 Restricted cash and cash equivalents 17,579 — — — 17,579 Accounts receivable, net 871 421,145 11,867 — 433,883 Broadcast rights — 156,587 1,732 — 158,319 Income taxes receivable — 28,974 179 — 29,153 Prepaid expenses 13,688 26,709 2,425 — 42,822 Other 22,276 3,811 305 — 26,392 Total current assets 354,880 647,387 30,517 — 1,032,784 Properties Property, plant and equipment 50,300 540,845 109,168 — 700,313 Accumulated depreciation (13,176 ) (145,183 ) (6,189 ) — (164,548 ) Net properties 37,124 395,662 102,979 — 535,765 Investments in subsidiaries 10,359,278 105,303 — (10,464,581 ) — Other Assets Broadcast rights — 186,548 32 — 186,580 Goodwill — 3,508,718 54,939 — 3,563,657 Other intangible assets, net — 2,045,695 146,736 — 2,192,431 Assets held for sale — 313,235 — — 313,235 Investments 16,984 1,608,912 15,395 — 1,641,291 Intercompany receivables 1,603,188 4,510,471 451,058 (6,564,717 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 182,572 99,673 5,983 (180,449 ) 107,779 Total other assets 1,829,744 12,273,252 674,143 (6,772,166 ) 8,004,973 Total Assets $ 12,581,026 $ 13,421,604 $ 807,639 $ (17,236,747 ) $ 9,573,522 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF MARCH 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 31,616 $ 32,780 $ 3,302 $ — $ 67,698 Debt due within one year 15,902 — 3,992 — 19,894 Income taxes payable — 2,730 1,468 — 4,198 Contracts payable for broadcast rights — 204,276 2,007 — 206,283 Deferred revenue — 37,154 3,550 — 40,704 Interest payable 13,899 — 2 — 13,901 Other 35,809 75,273 6,292 — 117,374 Total current liabilities 97,226 352,213 20,613 — 470,052 Non-Current Liabilities Long-term debt 3,390,792 — 13,770 — 3,404,562 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 992,605 173,810 (180,449 ) 985,966 Contracts payable for broadcast rights — 349,750 38 — 349,788 Contract intangible liability, net — 9,436 — — 9,436 Intercompany payables 4,804,029 1,528,799 231,889 (6,564,717 ) — Other 479,665 55,540 3,675 — 538,880 Total non-current liabilities 8,674,486 2,963,130 423,182 (6,772,166 ) 5,288,632 Total liabilities 8,771,712 3,315,343 443,795 (6,772,166 ) 5,758,684 Shareholders’ Equity (Deficit) Common stock 100 — — — 100 Treasury stock (412,892 ) — — — (412,892 ) Additional paid-in-capital 4,600,743 9,488,052 287,950 (9,776,002 ) 4,600,743 Retained earnings (deficit) (311,258 ) 624,410 77,012 (701,422 ) (311,258 ) Accumulated other comprehensive (loss) income (67,379 ) (6,201 ) (6,642 ) 12,843 (67,379 ) Total Tribune Media Company shareholders’ equity (deficit) 3,809,314 10,106,261 358,320 (10,464,581 ) 3,809,314 Noncontrolling interests — — 5,524 — 5,524 Total shareholders’ equity (deficit) 3,809,314 10,106,261 363,844 (10,464,581 ) 3,814,838 Total Liabilities and Shareholders’ Equity (Deficit) $ 12,581,026 $ 13,421,604 $ 807,639 $ (17,236,747 ) $ 9,573,522 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (1) AS OF DECEMBER 31, 2015 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 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 AS OF DECEMBER 31, 2015 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 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 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. |
Condensed Consolidating Cash Flow Statement | TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (56,143 ) $ 181,150 $ (2,708 ) $ — $ 122,299 Investing Activities Capital expenditures (4,336 ) (12,115 ) (1,397 ) — (17,848 ) Transfers from restricted cash — 4 — — 4 Investments — (88 ) — — (88 ) Intercompany dividend 3,326 — — (3,326 ) — Proceeds from sales of real estate and other assets — 805 681 — 1,486 Net cash used in investing activities (1,010 ) (11,394 ) (716 ) (3,326 ) (16,446 ) Financing Activities Repayments of long-term debt (5,948 ) — (1,012 ) — (6,960 ) Long-term debt issuance costs (622 ) — — — (622 ) Payment of dividends (23,215 ) — — — (23,215 ) Common stock repurchases (8,938 ) — — — (8,938 ) Tax withholdings related to net share settlements of share-based awards (4,126 ) — — — (4,126 ) Intercompany dividend — (3,326 ) — 3,326 — Change in intercompany receivables and payables (1) 164,960 (169,323 ) 4,363 — — Net cash provided by (used in) financing activities 122,111 (172,649 ) 3,351 3,326 (43,861 ) Net Increase (Decrease) in Cash and Cash Equivalents 64,958 (2,893 ) (73 ) — 61,992 Cash and cash equivalents, beginning of year 235,508 13,054 14,082 — 262,644 Cash and cash equivalents, end of year $ 300,466 $ 10,161 $ 14,009 $ — $ 324,636 (1) Excludes the impact of a $56 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor subsidiaries. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 29, 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 $ (20,111 ) $ (69,753 ) $ (4,442 ) $ — $ (94,306 ) Investing Activities Capital expenditures (6,157 ) (9,739 ) (403 ) — (16,299 ) Acquisitions, net of cash acquired — (109 ) — — (109 ) Investments — (411 ) — — (411 ) Proceeds from sales of real estate and other assets — 5,617 — — 5,617 Net cash used in investing activities (6,157 ) (4,642 ) (403 ) — (11,202 ) Financing Activities Repayments of long-term debt — (54 ) (1,013 ) — (1,067 ) Common stock repurchases (172,777 ) — — — (172,777 ) Change in excess tax benefits from stock-based awards (402 ) — — — (402 ) Tax withholdings related to net share settlements of share-based awards (3,618 ) — — — (3,618 ) Proceeds from stock option exercises 19 — — — 19 Change in intercompany receivables and payables (78,930 ) 73,139 5,791 — — Net cash (used in) provided by financing activities (255,708 ) 73,085 4,778 — (177,845 ) Net Increase (Decrease) in Cash and Cash Equivalents (281,976 ) (1,310 ) (67 ) — (283,353 ) Cash and cash equivalents, beginning of year 1,433,388 12,204 9,591 — 1,455,183 Cash and cash equivalents, end of year $ 1,151,412 $ 10,894 $ 9,524 $ — $ 1,171,830 |
Basis Of Presentation And Sig41
Basis Of Presentation And Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 29, 2015 | Dec. 31, 2015 | |
Investment Holdings [Line Items] | |||
NewAccountingPronouncementOrChangeInAccountingPrincipleCurrentPeriodDisclosuresDebtCarryingValueDecreaseAmount | $ 50,000 | ||
Operating revenues | $ 520,515 | $ 472,737 | |
Operating profit | 27,216 | 60,935 | |
Dreamcatcher Stations | Variable Interest Entity, Primary Beneficiary | |||
Investment Holdings [Line Items] | |||
Operating revenues | 17,000 | 15,000 | |
Operating profit | $ 3,000 | $ 2,000 |
Basis Of Presentation And Sig42
Basis Of Presentation And Significant Accounting Policies - Dreamcatcher (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Variable Interest Entity [Line Items] | |||
Property, plant and equipment, net | $ 535,765 | $ 657,857 | |
Broadcast rights | 186,580 | 203,422 | |
Other intangible assets, net | 2,192,431 | 2,240,199 | |
Other assets | 107,779 | 124,506 | [1] |
Total Assets | 9,573,522 | 9,708,863 | [1],[2] |
Debt due within one year | 19,894 | 19,862 | [1] |
Contracts payable for broadcast rights | 206,283 | 236,676 | |
Long-term debt | 3,404,562 | 3,409,489 | [1],[3] |
Other liabilities | 72,946 | 71,776 | |
Total Liabilities | 5,758,684 | 5,877,141 | [1] |
Dreamcatcher | Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Property, plant and equipment, net | 348 | 371 | [4] |
Broadcast rights | 1,764 | 2,748 | [4] |
Other intangible assets, net | 90,338 | 92,970 | [4] |
Other assets | 160 | 111 | [4] |
Total Assets | 92,610 | 96,200 | [4] |
Debt due within one year | 3,992 | 3,989 | [4] |
Contracts payable for broadcast rights | 2,007 | 3,016 | [4] |
Long-term debt | 13,770 | 14,736 | [4] |
Other liabilities | 38 | 55 | [4] |
Total Liabilities | $ 19,807 | $ 21,796 | [4] |
[1] | (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. | ||
[2] | (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. | ||
[3] | (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. | ||
[4] | (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. |
Acquisitions Narrative (Details
Acquisitions Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
May. 31, 2015 | Mar. 31, 2016 | Mar. 29, 2015 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, net of cash acquired | $ 0 | $ 109 | ||
Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, net of cash acquired | $ 69,849 | |||
Transaction costs | $ 3,000 | |||
Intangible assets, useful life (years) | 12 years | |||
Infostrada, SportsDirect, Covers, Enswers | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life (years) | 11 years | |||
Infostrada, SportsDirect, Covers, Enswers | Content Databases | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life (years) | 14 years | |||
Infostrada, SportsDirect, Covers, Enswers | Technologies | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life (years) | 8 years | |||
Infostrada, SportsDirect, Covers, Enswers | Trade Name and Trademarks | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life (years) | 15 years | |||
Infostrada, SportsDirect, Covers, Enswers | Non-competition Agreements | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life (years) | 5 years |
Acquisitions - Total Purchase P
Acquisitions - Total Purchase Price for Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
May. 31, 2015 | Mar. 31, 2016 | Mar. 29, 2015 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, net of cash acquired | $ 0 | $ 109 | ||
Goodwill | $ 3,563,657 | $ 3,561,812 | ||
Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 71,768 | |||
Cash acquired | (1,919) | |||
Payments to acquire businesses, net of cash acquired | 69,849 | |||
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 | |||
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 | |||
Intangible assets, useful life (years) | 12 years | |||
Infostrada, SportsDirect, Covers, Enswers | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 17,000 | |||
Intangible assets, useful life (years) | 11 years | |||
Infostrada, SportsDirect, Covers, Enswers | Content Databases | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 13,900 | |||
Intangible assets, useful life (years) | 14 years | |||
Infostrada, SportsDirect, Covers, Enswers | Technologies | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 6,900 | |||
Intangible assets, useful life (years) | 8 years | |||
Infostrada, SportsDirect, Covers, Enswers | Trade Name and Trademarks | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 5,200 | |||
Intangible assets, useful life (years) | 15 years | |||
Infostrada, SportsDirect, Covers, Enswers | Non-competition Agreements | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 1,100 | |||
Intangible assets, useful life (years) | 5 years | |||
Infostrada, SportsDirect, Covers, Enswers | Minimum | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life (years) | 6 years | |||
Infostrada, SportsDirect, Covers, Enswers | Minimum | Content Databases | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life (years) | 10 years | |||
Infostrada, SportsDirect, Covers, Enswers | Minimum | Technologies | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life (years) | 4 years | |||
Infostrada, SportsDirect, Covers, Enswers | Maximum | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life (years) | 16 years | |||
Infostrada, SportsDirect, Covers, Enswers | Maximum | Content Databases | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life (years) | 16 years | |||
Infostrada, SportsDirect, Covers, Enswers | Maximum | Technologies | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life (years) | 10 years |
Assets Held For Sale (Details)
Assets Held For Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Assets Held-for-sale, Not Part of Disposal Group [Abstract] | |||
Assets held for sale | $ 313,235 | $ 206,422 | [1] |
[1] | (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. |
Assets Held For Sale Narrative
Assets Held For Sale Narrative (Details) $ in Thousands | May. 02, 2016USD ($) | Mar. 31, 2016USD ($)property | Mar. 29, 2015USD ($)property | Dec. 31, 2015USD ($) | |
Long Lived Assets Held-for-sale [Line Items] | |||||
Number of real estate properties held for sale (property) | property | 17 | ||||
Assets held for sale | $ 313,235 | $ 206,422 | [1] | ||
Real estate properties in the process of being sold (property) | property | 13 | ||||
Impairment charges | $ 8,000 | ||||
Proceeds from sale of real estate | $ 5,000 | ||||
Number of real estate properties sold (property) | property | 2 | ||||
Loss on sale of real estate | 0 | $ 97 | |||
Marquee Properties | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Assets held for sale | $ 206,000 | $ 206,000 | |||
Deerfield Beach Property | Subsequent Event | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Proceeds from sale of real estate | $ 24,000 | ||||
[1] | (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. |
Goodwill, Other Intangible As47
Goodwill, Other Intangible Assets And Intangible Liabilities - (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Other intangible assets not subject to amortization | $ 797,400 | $ 797,400 |
Total other intangible assets, net (excluding goodwill) | 2,192,431 | 2,240,199 |
Goodwill | 3,563,657 | 3,561,812 |
Total goodwill and other intangible assets | 5,756,088 | 5,802,011 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 1,900,270 | 1,898,427 |
Intangible assets, accumulated amortization | (505,239) | (455,628) |
Intangible assets subject to amortization, net | 1,395,031 | 1,442,799 |
Television and Entertainment | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Other intangible assets not subject to amortization | 797,400 | 797,400 |
Goodwill | 3,220,300 | 3,220,300 |
Total goodwill and other intangible assets | 5,161,113 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, net | 1,143,413 | 1,185,215 |
Digital and Data | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Other intangible assets not subject to amortization | 0 | 0 |
Goodwill | 343,357 | 341,512 |
Total goodwill and other intangible assets | 594,975 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, net | 251,618 | 257,584 |
FCC Licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Other intangible assets not subject to amortization | 782,600 | 782,600 |
Trade Names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Other intangible assets not subject to amortization | 14,800 | 14,800 |
Affiliate Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 212,000 | 212,000 |
Intangible assets, accumulated amortization | (43,063) | (39,750) |
Intangible assets subject to amortization, net | $ 168,937 | 172,250 |
Affiliate Relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 16 years | |
Affiliate Relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 16 years | |
Advertiser relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 168,000 | 168,000 |
Intangible assets, accumulated amortization | (68,250) | (63,000) |
Intangible assets subject to amortization, net | $ 99,750 | 105,000 |
Advertiser relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 8 years | |
Advertiser relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 8 years | |
Network Affiliation Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 362,000 | 362,000 |
Intangible assets, accumulated amortization | (102,516) | (92,113) |
Intangible assets subject to amortization, net | $ 259,484 | 269,887 |
Network Affiliation Agreements | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 5 years | |
Network Affiliation Agreements | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 16 years | |
Retransmission Consent Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 830,100 | 830,100 |
Intangible assets, accumulated amortization | (219,465) | (196,955) |
Intangible assets subject to amortization, net | $ 610,635 | 633,145 |
Retransmission Consent Agreements | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 7 years | |
Retransmission Consent Agreements | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 12 years | |
Other customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 115,517 | 114,827 |
Intangible assets, accumulated amortization | (26,222) | (23,315) |
Intangible assets subject to amortization, net | $ 89,295 | 91,512 |
Other customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 3 years | |
Other customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 16 years | |
Content databases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 135,001 | 134,299 |
Intangible assets, accumulated amortization | (26,262) | (23,623) |
Intangible assets subject to amortization, net | $ 108,739 | 110,676 |
Content databases | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 5 years | |
Content databases | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 16 years | |
Technology-Based Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 47,439 | 47,011 |
Intangible assets, accumulated amortization | (11,506) | (9,733) |
Intangible assets subject to amortization, net | $ 35,933 | 37,278 |
Technology-Based Intangible Assets | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 4 years | |
Technology-Based Intangible Assets | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 10 years | |
Trademarks and Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 14,148 | 13,853 |
Intangible assets, accumulated amortization | (1,929) | (1,625) |
Intangible assets subject to amortization, net | $ 12,219 | 12,228 |
Trademarks and Trade Names | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 3 years | |
Trademarks and Trade Names | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 15 years | |
Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 16,065 | 16,337 |
Intangible assets, accumulated amortization | (6,026) | (5,514) |
Intangible assets subject to amortization, net | $ 10,039 | $ 10,823 |
Other Intangible Assets | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 3 years | |
Other Intangible Assets | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 11 years |
Goodwill, Other Intangible As48
Goodwill, Other Intangible Assets And Intangible Liabilities - Changes in carrying amounts of intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | ||
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets subject to amortization, balance at December 31, 2015 | $ 1,442,799 | ||
Amortization of intangible assets | [1] | (49,711) | |
Intangible assets subject to amortization, foreign currency translation adjustment | 1,943 | ||
Intangible assets subject to amortization, balance at March 31, 2016 | 1,395,031 | $ 1,442,799 | |
Indefinite-lived Intangible Assets [Roll Forward] | |||
Other intangible assets not subject to amortization | 797,400 | 797,400 | |
Goodwill [Roll Forward] | |||
Goodwill gross balance as of December 31, 2015 | 3,942,812 | ||
Goodwill, accumulated impairment losses | (381,000) | ||
Goodwill, balance at December 31, 2015 | 3,561,812 | ||
Goodwill, foreign currency translation adjustment | 1,845 | ||
Goodwill, balance at March 31, 2016 | 3,563,657 | 3,561,812 | |
Total goodwill and other intangible assets | 5,756,088 | 5,802,011 | |
Lease Contract Intangible Assets | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Amortization of intangible assets | (300) | ||
Television and Entertainment | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets subject to amortization, balance at December 31, 2015 | 1,185,215 | ||
Amortization of intangible assets | [1] | (41,802) | |
Intangible assets subject to amortization, foreign currency translation adjustment | 0 | ||
Intangible assets subject to amortization, balance at March 31, 2016 | 1,143,413 | 1,185,215 | |
Indefinite-lived Intangible Assets [Roll Forward] | |||
Other intangible assets not subject to amortization | 797,400 | 797,400 | |
Goodwill [Roll Forward] | |||
Goodwill gross balance as of December 31, 2015 | 3,601,300 | ||
Goodwill, accumulated impairment losses | (381,000) | ||
Goodwill, balance at December 31, 2015 | 3,220,300 | ||
Goodwill, foreign currency translation adjustment | 0 | ||
Goodwill, balance at March 31, 2016 | 3,220,300 | 3,220,300 | |
Total goodwill and other intangible assets | 5,161,113 | ||
Digital and Data | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets subject to amortization, balance at December 31, 2015 | 257,584 | ||
Amortization of intangible assets | [1] | (7,909) | |
Intangible assets subject to amortization, foreign currency translation adjustment | 1,943 | ||
Intangible assets subject to amortization, balance at March 31, 2016 | 251,618 | 257,584 | |
Indefinite-lived Intangible Assets [Roll Forward] | |||
Other intangible assets not subject to amortization | 0 | 0 | |
Goodwill [Roll Forward] | |||
Goodwill gross balance as of December 31, 2015 | 341,512 | ||
Goodwill, accumulated impairment losses | 0 | ||
Goodwill, balance at December 31, 2015 | 341,512 | ||
Goodwill, foreign currency translation adjustment | 1,845 | ||
Goodwill, balance at March 31, 2016 | 343,357 | $ 341,512 | |
Total goodwill and other intangible assets | $ 594,975 | ||
[1] | Amortization of intangible assets includes $0.3 million related to lease contract intangible assets and is recorded in direct operating expenses or selling, general and administrative expense, as applicable, in the Company’s unaudited Condensed Consolidated Statements of Operations. |
Goodwill, Other Intangible As49
Goodwill, Other Intangible Assets And Intangible Liabilities - Intangible liabilities subject to amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule of Finite-Lived Intangible Liabilities [Line Items] | ||
Gross Amount | $ 80,649 | $ 80,649 |
Accumulated Amortization | (71,213) | (66,877) |
Net Amount | 9,436 | 13,772 |
Broadcast rights intangible liabilities | ||
Schedule of Finite-Lived Intangible Liabilities [Line Items] | ||
Gross Amount | 80,440 | 80,440 |
Accumulated Amortization | (71,053) | (66,729) |
Net Amount | 9,387 | 13,711 |
Lease contract intangible liabilities | ||
Schedule of Finite-Lived Intangible Liabilities [Line Items] | ||
Gross Amount | 209 | 209 |
Accumulated Amortization | (160) | (148) |
Net Amount | $ 49 | $ 61 |
Goodwill, Other Intangible As50
Goodwill, Other Intangible Assets And Intangible Liabilities - Changes in carrying amounts of intangible liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Finite-Lived Intangible Liabilities [Roll Forward] | |
Balance as of December 31, 2015 | $ 13,772 |
Balance as of March 31, 2016 | 9,436 |
Television and Entertainment | |
Finite-Lived Intangible Liabilities [Roll Forward] | |
Balance as of December 31, 2015 | 13,772 |
Amortization | (4,336) |
Balance as of March 31, 2016 | $ 9,436 |
Goodwill, Other Intangible As51
Goodwill, Other Intangible Assets And Intangible Liabilities - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 27, 2013 | Dec. 31, 2012 |
Schedule of Finite-Lived Intangible Liabilities [Line Items] | ||||
Unfavorable broadcast rights contracts | $ 80,649 | $ 80,649 | ||
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||||
Amortization expense relating to amortizable intangible assets, excluding lease contract intangible assets, remainder of 2016 | 149,000 | |||
Amortization expense relating to amortizable intangible assets, excluding lease contract intangible assets, 2017 | 198,000 | |||
Amortization expense relating to amortizable intangible assets, excluding lease contract intangible assets, 2018 | 197,000 | |||
Amortization expense relating to amortizable intangible assets, excluding lease contract intangible assets, 2019 | 169,000 | |||
Amortization expense relating to amortizable intangible assets, excluding lease contract intangible assets, 2020 | 161,000 | |||
Amortization expense relating to amortizable intangible assets, excluding lease contract intangible assets, 2021 | 127,000 | |||
Amortization of broadcast rights contract intangible assets and liabilities, remainder of 2016 | (7,000) | |||
Amortization of broadcast rights contract intangible assets and liabilities, 2017 | (1,000) | |||
Amortization of broadcast rights contract intangible assets and liabilities, 2018 | (1,000) | |||
Amortization of broadcast rights contract intangible assets and liabilities, 2019 | 0 | |||
Amortization of broadcast rights contract intangible assets and liabilities, 2020 | 0 | |||
Amortization of broadcast rights contract intangible assets and liabilities, 2021 | 0 | |||
Local TV Acquisition | ||||
Schedule of Finite-Lived Intangible Liabilities [Line Items] | ||||
Intangible liabilities related to contracts for broadcast rights programming, Local TV Acquisition | $ 9,000 | |||
Fresh-Start Adjustments | ||||
Schedule of Finite-Lived Intangible Liabilities [Line Items] | ||||
Unfavorable contract intangible liability | $ 227,000 | |||
Broadcast rights intangible liabilities | ||||
Schedule of Finite-Lived Intangible Liabilities [Line Items] | ||||
Unfavorable broadcast rights contracts | $ 80,440 | $ 80,440 | ||
Broadcast rights intangible liabilities | Fresh-Start Adjustments | ||||
Schedule of Finite-Lived Intangible Liabilities [Line Items] | ||||
Unfavorable broadcast rights contracts | $ 226,000 |
Investments Total Investments (
Investments Total Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Investments [Abstract] | ||
Equity method investments | $ 1,617,449 | $ 1,668,316 |
Cost method investments | 20,898 | 20,868 |
Marketable equity securities | 2,944 | 3,516 |
Total investments | $ 1,641,291 | $ 1,692,700 |
Investments Equity Method Inves
Investments Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 29, 2015 | Dec. 31, 2012 | |
Schedule of Equity Method Investments [Line Items] | |||
Income from equity investments, net, before amortization of basis difference | $ 51,923 | $ 50,496 | |
Amortization of basis difference | (13,671) | (13,562) | |
Income on equity investments, net | 38,252 | 36,934 | |
Cash distributions from equity investments | $ 89,346 | $ 94,906 | |
Fresh-Start Adjustments | |||
Schedule of Equity Method Investments [Line Items] | |||
Carry value of equity investees' goodwill and intangible assets | $ 507,000 | ||
Fresh start adjustment | 1,615,000 | ||
Investments postconfirmation | 2,224,000 | ||
Carrying vlaue of equity investees' amortizable intangible assets | $ 1,108,000 |
Investments TV Food Network (De
Investments TV Food Network (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 29, 2015 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 1,617,449 | $ 1,668,316 | |
Income on equity investments, net | 38,252 | $ 36,934 | |
Distributions from equity investments | $ 89,346 | 94,906 | |
Television Food Network, G.P. | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 31.00% | ||
Equity method investments | $ 1,260,000 | $ 1,314,000 | |
Income on equity investments, net | 34,000 | 29,000 | |
Distributions from equity investments | 89,000 | 95,000 | |
Revenues, net | 277,176 | 261,223 | |
Operating income | 181,996 | 130,202 | |
Net income | $ 148,317 | $ 133,643 |
Investments Career Builder and
Investments Career Builder and Dose Media (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 29, 2015 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 1,617,449 | $ 1,668,316 | |
Income on equity investments, net | $ 38,252 | $ 36,934 | |
CareerBuilder, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 32.00% | ||
Equity method investments | $ 335,000 | 331,000 | |
Income on equity investments, net | 5,000 | 8,000 | |
Revenues, net | 171,158 | 175,154 | |
Operating income from continuing operations | 19,239 | 30,326 | |
Net income | $ 20,312 | $ 28,351 | |
Dose Media, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 25.00% | ||
Equity method investments | $ 14,000 | $ 15,000 |
Investments Marketable Equity S
Investments Marketable Equity Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Aug. 04, 2014 |
Schedule of Equity Method Investments [Line Items] | |||
Marketable equity securities | $ 2,944 | $ 3,516 | |
Tribune Publishing Company | |||
Schedule of Equity Method Investments [Line Items] | |||
Tribune Publishing common stock retained, shares | 381,354 | ||
Ownership percentage in common stock | 1.50% | ||
Marketable equity securities | 3,000 | ||
Investment in Tribune Publishing, cost basis | 0 | $ 0 | |
Gross unrealized holding gain | $ 3,000 |
Investments Cost Method Investm
Investments Cost Method Investments (Details) - USD ($) $ in Millions | Sep. 02, 2015 | Mar. 31, 2016 | Oct. 27, 2009 | Jul. 29, 2008 |
New Cubs LLC | ||||
Line of Credit Facility [Line Items] | ||||
Ownership percentage in common stock | 5.00% | |||
Deferred tax liability | $ 161 | |||
New Cubs LLC | Payment Guarantee | ||||
Line of Credit Facility [Line Items] | ||||
Guarantor maximum exposure | $ 699 | |||
Newsday LLC | ||||
Line of Credit Facility [Line Items] | ||||
Ownership percentage in common stock | 3.00% | 3.00% | ||
Proceeds from sale of cost method investment | $ 8 | |||
Gain on sale of cost method investment | 3 | |||
Deferred tax liability | $ 101 |
Investments Variable Interests
Investments Variable Interests (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Topix LLC | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Maximum loss exposure related to variable interests | $ 3 | $ 4 |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 24, 2015 | Jun. 23, 2015 | Dec. 27, 2013 | |
Debt Instrument [Line Items] | ||||||
Total debt, net of discounts | $ 3,424,456 | $ 3,429,351 | [1] | |||
Debt due within one year | 19,894 | 19,862 | [1] | |||
Long-term debt, net of current portion | 3,404,562 | 3,409,489 | [1],[2] | |||
Senior Notes | 5.875% Senior Notes due 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Total debt, net of discounts | $ 1,082,579 | $ 1,082,534 | [1] | |||
Stated interest rate | 5.875% | 5.875% | 5.875% | |||
Debt issuance costs | $ 17,421 | $ 17,466 | $ 19,000 | |||
Term Loan Facility | Senior Secured Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Total debt, net of discounts | $ 2,324,115 | $ 2,328,092 | [1] | $ 3,479,000 | ||
Effective interest rate | 3.82% | 3.82% | ||||
Debt instrument, unamortized discount and debt issuance costs | $ 37,177 | $ 39,147 | ||||
Debt issuance costs | 30,000 | 32,000 | $ 64,000 | $ 6,000 | ||
Secured Debt | Dreamcatcher Credit Facility Due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Total debt, net of discounts | $ 17,762 | $ 18,725 | [1] | |||
Effective interest rate | 4.08% | 4.08% | ||||
Debt instrument, unamortized discount and debt issuance costs | $ 125 | $ 175 | ||||
[1] | (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. | |||||
[2] | (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. |
Debt - Narrative (Details)
Debt - Narrative (Details) | Jun. 24, 2015USD ($) | Aug. 04, 2014USD ($) | Mar. 31, 2014 | Dec. 27, 2013USD ($) | Mar. 31, 2016USD ($) | Jun. 30, 2015USD ($) | Mar. 29, 2015USD ($) | Dec. 29, 2013USD ($) | Dec. 31, 2015USD ($) | Jun. 23, 2015USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 3,424,456,000 | $ 3,429,351,000 | [1] | ||||||||
Cash dividends received | $ 275,000,000 | ||||||||||
Repayment of Indebtedness | 6,960,000 | $ 1,067,000 | |||||||||
Debt discount paid | 622,000 | $ 0 | |||||||||
Loss on extinguishment of debt | $ 37,000,000 | ||||||||||
Senior Secured Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 4,073,000,000 | ||||||||||
Potential incremental facility, borrowing capacity | $ 1,000,000,000 | ||||||||||
Debt covenant, leverage ratio, maximum | 4.5000 | ||||||||||
Standby letters of credit outstanding | 23,000,000 | 23,000,000 | |||||||||
Senior Secured Credit Agreement | Term Loan Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 3,773,000,000 | ||||||||||
Long-term debt | 2,324,115,000 | 2,328,092,000 | [1] | $ 3,479,000,000 | |||||||
Quarterly installments, percent of principal due | 0.25% | ||||||||||
Repayment of Indebtedness | $ 275,000,000 | ||||||||||
Debt discount, percent | 25.00% | ||||||||||
Discount issued | $ 8,000,000 | $ 9,000,000 | |||||||||
Transaction costs incurred | $ 78,000,000 | ||||||||||
Debt issuance costs | 64,000,000 | $ 6,000,000 | 30,000,000 | 32,000,000 | |||||||
Loss on extinguishment of debt | 30,000,000 | ||||||||||
Write-off of unamortized discount | 4,000,000 | ||||||||||
Other debt extinguishment costs paid | $ 4,000,000 | ||||||||||
Senior Secured Credit Agreement | Term Loan Facility | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Base rate floor | 1.00% | ||||||||||
Basis spread on variable rate | 3.00% | ||||||||||
Senior Secured Credit Agreement | Term Loan Facility | Federal Funds Effective Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 0.50% | ||||||||||
Senior Secured Credit Agreement | Term Loan Facility | Adjusted LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
Senior Secured Credit Agreement | Term Loan Facility | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.00% | ||||||||||
Senior Secured Credit Agreement | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowing capacity under senior secured credit facility | $ 300,000,000 | ||||||||||
Additional interest, percent | 2.00% | ||||||||||
Leverage ratio, not to exceed | 5.25000 | ||||||||||
Percent of revolving commitments outstanding to require testing, percent | 25.00% | ||||||||||
Revolving credit facility borrowings outstanding | 0 | 0 | |||||||||
Senior Secured Credit Agreement | Revolving Credit Facility | Debt Instument, Fee Percentage, Amount One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment fee, percent | 0.25% | ||||||||||
Senior Secured Credit Agreement | Revolving Credit Facility | Debt Instument, Fee Percentage, Amount Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment fee, percent | 0.375% | ||||||||||
Senior Secured Credit Agreement | Revolving Credit Facility | Debt Instument, Fee Percentage, Amount Three | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment fee, percent | 0.50% | ||||||||||
Senior Secured Credit Agreement | Revolving Credit Facility | Adjusted LIBOR | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.75% | ||||||||||
Senior Secured Credit Agreement | Revolving Credit Facility | Adjusted LIBOR | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.00% | ||||||||||
Senior Secured Credit Agreement | Revolving Credit Facility | Alternative Base Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.75% | ||||||||||
Senior Secured Credit Agreement | Revolving Credit Facility | Alternative Base Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.00% | ||||||||||
Senior Secured Credit Agreement | Letter of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fronting fee per annum, percent | 0.125% | ||||||||||
Amended Secured Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Discount issued | 4,000,000 | ||||||||||
Transaction costs incurred | 2,000,000 | ||||||||||
Debt issuance costs | 1,000,000 | ||||||||||
Debt discount paid | 6,000,000 | ||||||||||
Amended Secured Credit Facility | Term B Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt | 2,379,000,000 | ||||||||||
Proceeds from issuance of debt | 1,802,000,000 | ||||||||||
Prepayment of debt | $ 1,100,000,000 | ||||||||||
Additional interest, percent | 2.00% | ||||||||||
Quarterly installments, percent of principal due | 0.25% | ||||||||||
Premium payable on voluntary prepayments, percent | 1.00% | ||||||||||
Debt instrument payment terms, percent of excess cash flow, leverage ratio above threshold | 50.00% | ||||||||||
Debt instrument payment terms, percent of excess cash flow, leverage ratio threshold | 4 | ||||||||||
Debt instrument payment terms, percent of excess cash flow, leverage ratio below threshold | 0.00% | ||||||||||
Minimum liquidity threshold | $ 500,000,000 | ||||||||||
Amended Secured Credit Facility | Term B Loans | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Base rate floor | 0.75% | ||||||||||
Basis spread on variable rate | 3.00% | ||||||||||
Amended Secured Credit Facility | Term B Loans | Federal Funds Effective Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 0.50% | ||||||||||
Amended Secured Credit Facility | Term B Loans | Adjusted LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
Amended Secured Credit Facility | Term B Loans | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.00% | ||||||||||
5.875% Senior Notes due 2022 | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 1,100,000,000 | ||||||||||
Long-term debt | 1,082,579,000 | 1,082,534,000 | [1] | ||||||||
Transaction costs incurred | 1,000,000 | ||||||||||
Debt issuance costs | $ 19,000,000 | $ 17,421,000 | $ 17,466,000 | ||||||||
Stated interest rate | 5.875% | 5.875% | 5.875% | ||||||||
Redemption price terms prior to July 15, 2018, percent of principal amount | 100.00% | ||||||||||
Redemption price terms July 15, 2018 to July 14, 2019, percent of principal amount | 102.938% | ||||||||||
Redemption price terms, July 15, 2019 to July 14, 2020, percent of principal amount | 101.469% | ||||||||||
Redemption price terms on or after July 15, 2020, percent of principal amount | 100.00% | ||||||||||
Redemption terms prior to July 15, 2018, percent of principal amount redeemable | 40.00% | ||||||||||
Redemption terms prior to July 15, 2018, price percent | 105.875% | ||||||||||
Potential repurchase offer price, percent of principal amount | 101.00% | ||||||||||
Potential purchase offer price, percent of principal amount | 100.00% | ||||||||||
Dreamcatcher Credit Facility Due 2018 | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 27,000,000 | ||||||||||
Long-term debt | $ 17,762,000 | $ 18,725,000 | [1] | ||||||||
[1] | (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. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Tribune Publishing Company - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale securities | $ 3 | $ 4 |
Investment in Tribune Publishing, cost basis | $ 0 | $ 0 |
Fair Value Measurements Estimat
Fair Value Measurements Estimated Fair Values and Carrying Amounts (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cost method investments | $ 20,898 | $ 20,868 | |
Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cost method investments | 20,898 | 20,868 | [1] |
Term Loan Facility | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long term debt | 2,350,477 | 2,328,038 | |
Term Loan Facility | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long term debt | 2,324,115 | 2,328,092 | [1] |
Senior Notes | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long term debt | 1,075,250 | 1,108,250 | |
Senior Notes | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long term debt | 1,082,579 | 1,082,534 | [1] |
Dreamcatcher Credit Facility | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long term debt | 17,806 | 18,587 | |
Dreamcatcher Credit Facility | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long term debt | $ 17,762 | $ 18,725 | [1] |
[1] | (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. |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Dec. 08, 2008subsidiary | Feb. 29, 2012USD ($) | Mar. 31, 2016USD ($) | Mar. 29, 2015USD ($) | Dec. 29, 2012claim | May. 10, 2016radio_stationtelevision_station | Apr. 30, 2016claim | Dec. 31, 2015USD ($) | Jul. 24, 2015case | Aug. 04, 2014shares | Dec. 31, 2012USD ($) | Jul. 23, 2012 |
Loss Contingencies [Line Items] | ||||||||||||
Number of direct and indirect wholly-owned subsidiaries included in bankruptcy filing | subsidiary | 110 | |||||||||||
Number of proofs of claim settled or satisfied pursuant to the terms of the plan | case | 96 | |||||||||||
Amount of cash transferred to restricted accounts | $ | $ 187,000 | |||||||||||
Restricted cash and cash equivalents | $ | $ 17,579 | $ 17,595 | ||||||||||
Number of complaints filed | 7,400 | |||||||||||
Reorganization Items | $ | $ 434 | $ 992 | ||||||||||
FCC regulation, television and radio broadcast station license terms | 8 years | |||||||||||
FCC regulation, television station ownership cap | 39.00% | |||||||||||
The UHF discount | 50.00% | |||||||||||
FCC regulation, television station ownership cap, national reach percent | 39.00% | |||||||||||
FCC regulation, maximum reimbursement amount for required product modifications | $ | $ 1,750,000 | |||||||||||
Subsequent Event | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of proofs of claim settled or satisfied pursuant to the terms of the plan | 3,755 | |||||||||||
Number of proofs of claim withdrawn, expunged or satisfied | 3,290 | |||||||||||
Number of proofs of claim subject to further evaluation and adjustments | 410 | |||||||||||
Number of proofs of claim assumed in connection with the Spin-off | 2 | |||||||||||
FCC regulation, number of television stations authorized | television_station | 39 | |||||||||||
FCC regulation, number of radio stations authorized | radio_station | 1 | |||||||||||
Tribune Publishing Company | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Tribune Publishing common stock retained, shares | shares | 381,354 | |||||||||||
Ownership percentage in common stock | 1.50% | |||||||||||
Predecessor | Debentures at 6.61% due 2027 | Debentures | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Stated interest rate | 6.61% | |||||||||||
Predecessor | Debentures at 7.25% due 2096 | Debentures | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Stated interest rate | 7.25% | |||||||||||
Predecessor | Notes at 4.875% due 2010 | Notes Payable | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Stated interest rate | 4.875% | |||||||||||
Predecessor | Notes at 5.25% due 2015 | Notes Payable | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Stated interest rate | 5.25% | |||||||||||
Predecessor | Debentures at 7.25% due 2013 | Debentures | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Stated interest rate | 7.25% | |||||||||||
Predecessor | Debentures at 7.5% due 2023 | Debentures | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Stated interest rate | 7.50% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 29, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 12,606 | $ 22,302 |
Effective tax rate on pretax income, percent | 53.20% | 38.00% |
U.S federal statutory rate, percent | 35.00% | 35.00% |
Write-off of unrealized deferred tax asset | $ 4,000 |
Income Taxes - Newsday and Chic
Income Taxes - Newsday and Chicago Cubs Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 02, 2015 | Oct. 27, 2009 | Jul. 29, 2008 | |
Newsday LLC | |||||
Income Tax Contingency [Line Items] | |||||
Ownership percentage in common stock by third party | 97.00% | ||||
Ownership percentage in common stock | 3.00% | 3.00% | |||
Income taxes paid | $ 137 | ||||
Deferred tax liability | $ 101 | ||||
New Cubs LLC | |||||
Income Tax Contingency [Line Items] | |||||
Ownership percentage in common stock by third party | 95.00% | ||||
Ownership percentage in common stock | 5.00% | ||||
Income taxes paid | $ 35 | ||||
Deferred tax liability | 161 | ||||
Tax Year 2008 | Newsday LLC | |||||
Income Tax Contingency [Line Items] | |||||
Estimated federal income taxes before interest and penalties | 190 | ||||
IRS, accuracy-related penalty | 38 | ||||
IRS, accuracy-related interest | 38 | ||||
Tax Year 2008 | Newsday LLC | State and Local Jurisdiction | |||||
Income Tax Contingency [Line Items] | |||||
Estimated state income taxes before interest and penalties | 32 | ||||
Tax Year 2009 | New Cubs LLC | |||||
Income Tax Contingency [Line Items] | |||||
Estimated federal income taxes before interest and penalties | $ 225 | ||||
Minimum | |||||
Income Tax Contingency [Line Items] | |||||
Tax penalty, percent of taxes due | 20.00% | ||||
Maximum | |||||
Income Tax Contingency [Line Items] | |||||
Tax penalty, percent of taxes due | 40.00% |
Income Taxes Other (Details)
Income Taxes Other (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Liability for unrecognized tax benefits | $ 34 | $ 34 |
Decrease in unrecognized tax benefits is reasonably possible | $ 10 |
Pension And Other Post Retire67
Pension And Other Post Retirement Benefits Net Periodic Benefit Cost For Pension Benefit Plan (Details) - Pension Plan - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 29, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 169 | $ 156 |
Interest cost | 20,751 | 20,377 |
Expected return on plans’ assets | (26,913) | (27,836) |
Net periodic benefit credit | $ (5,993) | $ (7,303) |
Pension And Other Post Retire68
Pension And Other Post Retirement Benefits Net Periodic Benefit Cost For Other Post Retirement Benefit Plan (Details) - Other Post Retirement Benefits - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 29, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 0 | $ 34 |
Interest cost | 81 | 110 |
Recognized actuarial gain | 0 | (8) |
Amortization of prior service credits | (95) | 0 |
Net periodic benefit credit | $ (14) | $ 136 |
Pension And Other Post Retire69
Pension And Other Post Retirement Benefits Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Scenario, Forecast | Other Post Retirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions by employer | $ 1 |
Capital Stock (Details)
Capital Stock (Details) $ / shares in Units, $ in Thousands | May. 05, 2016$ / shares | Mar. 24, 2016USD ($)$ / shares | Apr. 28, 2015$ / sharesshares | Apr. 09, 2015USD ($)$ / shares | Mar. 05, 2015$ / shares | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 29, 2015$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Feb. 24, 2016USD ($) | Oct. 13, 2014USD ($) | Dec. 31, 2012$ / sharesshares |
Class of Stock [Line Items] | |||||||||||
Treasury stock (shares) | 7,911,675 | 7,670,216 | |||||||||
Preferred stock authorized (shares) | 40,000,000 | 40,000,000 | |||||||||
Preferred stock par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Shares authorized (shares) | $ | $ 400,000 | ||||||||||
Treasury stock acquired (shares) | 341,548 | 6,569,056 | |||||||||
Common stock repurchases | $ | $ 12,739 | $ 332,000 | |||||||||
Share price (usd per share) | $ / shares | $ 37.30 | $ 50.59 | |||||||||
Treasury stock acquired not yet settled (shares) | 100,089 | 125,566 | |||||||||
Treasury stock acquired, not yet settled | $ | $ 4,000 | $ 8,000 | |||||||||
Remaining authorized repurchase amount | $ | $ 387,000 | ||||||||||
Special Cash Dividend | |||||||||||
Class of Stock [Line Items] | |||||||||||
Dividends declared per common share (usd per share) | $ / shares | $ 6.73 | $ 0 | $ 6.73 | ||||||||
Common stock dividends (USD per share) | $ / shares | $ 6.73 | ||||||||||
Cash dividends | $ | $ 649,000 | ||||||||||
Regular Cash Dividend | |||||||||||
Class of Stock [Line Items] | |||||||||||
Dividends declared per common share (usd per share) | $ / shares | $ 0.25 | $ 0 | |||||||||
Common stock dividends (USD per share) | $ / shares | $ 0.25 | ||||||||||
Cash dividends | $ | $ 23,000 | ||||||||||
Regular Cash Dividend | Subsequent Event | |||||||||||
Class of Stock [Line Items] | |||||||||||
Dividends declared per common share (usd per share) | $ / shares | $ 0.25 | ||||||||||
Class A Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares of common stock issued (shares) | 100,334,466 | 100,015,546 | 78,754,269 | ||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, conversion ratio | 1 | ||||||||||
Number of new shares issued from conversion | 0 | 46,123 | |||||||||
Number of shares called by each warrant | 1 | ||||||||||
Number of warrants exercised | 100,108 | 421,643 | |||||||||
Number of shares received | 100,108 | 421,643 | |||||||||
Common stock, authorized (shares) | 1,000,000,000 | 1,000,000,000 | |||||||||
Shares sold | 9,240,073 | ||||||||||
Shares issued (usd per share) | $ / shares | $ 56 | ||||||||||
Shares authorized (shares) | $ | $ 400,000 | ||||||||||
Class B Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares of common stock issued (shares) | 5,605 | 5,605 | 4,455,767 | ||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, conversion ratio | 1 | ||||||||||
Number of shares converted | 0 | 46,123 | |||||||||
Number of shares called by each warrant | 1 | ||||||||||
Number of warrants exercised | 0 | ||||||||||
Common stock, authorized (shares) | 1,000,000,000 | 1,000,000,000 | |||||||||
Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock authorized (shares) | 40,000,000 | ||||||||||
Warrant | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants issued | 191,201 | 16,789,972 | |||||||||
Warrant, exercise price, per share | $ / shares | $ 0.001 |
Stock-Based Compensation Narrat
Stock-Based Compensation Narrative (Details) - USD ($) $ in Millions | Mar. 01, 2013 | Mar. 31, 2016 | Mar. 29, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock awarded pursuant to Equity Incentive Plan limitations, percent | 5.00% | ||
Number of shares authorized for issuance under Equity Incentive Plan | 5,263,000 | ||
Number of shares available for grant under Equity Incentive Plan | 587,649 | ||
Stock-based compensation expense | $ 8 | $ 8 | |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights, percent | 25.00% | ||
Maximum contractual term, NSO award | 10 years | ||
RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights, percent | 25.00% | ||
Three Year Performance Period | PSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period, RSU award (years) | 3 years |
Stock-Based Compensation Non-Qu
Stock-Based Compensation Non-Qualified Stock Options Activity (Details) - NSO | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding, shares, beginning of period | shares | 1,374,456 |
Granted, shares | shares | 1,241,354 |
Forfeitures, shares | shares | (44,240) |
Cancellations, shares | shares | (9,112) |
Outstanding, shares, end of period | shares | 2,562,458 |
Vested and exercisable, shares end of period | shares | 605,559 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Outstanding, beginning of period, weighted average exercise price (usd per share) | $ / shares | $ 60.62 |
Granted, weighted average exercise price (usd per share) | $ / shares | 29.22 |
Forfeitures, weighted average exercise price (usd per share) | $ / shares | 43.26 |
Cancellations, weighted average exercise price (usd per share) | $ / shares | 58.44 |
Outstanding, end of period, weighted average exercise price (usd per share) | $ / shares | 45.71 |
Vested and exercisable, weighted average exercise price, end of period (usd per share) | $ / shares | $ 61.11 |
Stock-Based Compensation Restri
Stock-Based Compensation Restricted Stock Units Activity (Details) | 3 Months Ended | |
Mar. 31, 2016$ / sharesshares | ||
RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding, shares, beginning of period | 839,789 | |
Granted, shares | 764,973 | |
Vested, shares | (277,580) | |
Forfeited, shares | (21,264) | |
Outstanding and nonvested, shares, end of period | 1,309,637 | [1] |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Outstanding, weighted average fair value, beginning of period (usd per share) | $ / shares | $ 58.39 | |
Granted, weighted average fair value (usd per share) | $ / shares | 29.31 | |
Vested, weighted average fair value (usd per share) | $ / shares | 58.38 | |
Forfeited, weighted average fair value (usd per share) | $ / shares | 47.29 | |
Outstanding and nonvested, weighted average fair value, end of period (usd per share) | $ / shares | $ 41.51 | [1] |
RSU | Foreign Employees | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding and nonvested, shares, end of period | 19,954 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Vesting period, RSU award (years) | 4 years | |
RSU Dividend Equivalent Unit (DEU) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Granted, shares | 9,044 | |
Dividend equivalent units vested, shares | (4,993) | |
Dividend equivalent units forfeited, shares | (332) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Granted, weighted average fair value (usd per share) | $ / shares | $ 35.95 | |
Dividend equivalent units vested, weighted average fair value (usd per share) | $ / shares | 41.64 | |
Dividend equivalent units forfeited, weighted average fair value (usd per share) | $ / shares | $ 39.72 | |
[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 March 31, 2016 was not material. These RSUs generally vest over a four year period. |
Stock-Based Compensation Rest74
Stock-Based Compensation Restricted And Unrestricted Stock Awards Activity (Details) - Restricted And Unrestricted Stock | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding, shares, beginning of period | shares | 0 |
Granted, shares | shares | 16,898 |
Vested, shares | shares | (16,898) |
Outstanding and nonvested, shares, end of period | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Outstanding, weighted average fair value, beginning of period (usd per share) | $ / shares | $ 0 |
Granted, weighted average fair value (usd per share) | $ / shares | 33.73 |
Vested, weighted average fair value (usd per share) | $ / shares | 33.73 |
Outstanding and nonvested, weighted average fair value, end of period (usd per share) | $ / shares | $ 0 |
Stock-Based Compensation Perfor
Stock-Based Compensation Performance Share Units Activity (Details) | 3 Months Ended | |
Mar. 31, 2016$ / sharesshares | ||
PSU | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding, shares, beginning of period | shares | 106,964 | |
Granted, shares | shares | 34,728 | [1] |
Vested, shares | shares | (55,720) | |
Forfeited, shares | shares | (948) | |
Outstanding and nonvested, shares, end of period | shares | 84,749 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Outstanding, weighted average fair value, beginning of period (usd per share) | $ / shares | $ 65.50 | |
Granted, weighted average fair value (usd per share) | $ / shares | 30.96 | [1] |
Vested, weighted average fair value (usd per share) | $ / shares | 65.06 | |
Forfeited, weighted average fair value (usd per share) | $ / shares | 65.06 | |
Outstanding and nonvested, weighted average fair value, end of period (usd per share) | $ / shares | $ 42.79 | |
PSU Dividend Equivalent Unit (DEU) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Granted, shares | shares | 734 | |
Dividend equivalent units vested, shares | shares | (1,009) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Granted, weighted average fair value (usd per share) | $ / shares | $ 36.19 | |
Dividend equivalent units vested, weighted average fair value (usd per share) | $ / shares | $ 41.64 | |
[1] | Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. |
Stock-Based Compensation Compen
Stock-Based Compensation Compensation Cost Not Yet Recognized (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Nonvested awards, unrecognized compensation cost | $ 81,291 |
Nonvested awards, weighted average remaining recognition period | 3 years 1 month 6 days |
Earnings Per Share Narrative (D
Earnings Per Share Narrative (Details) - shares | Sep. 30, 2015 | Mar. 31, 2016 | Mar. 29, 2015 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dividend equivalent units outstanding (shares) | 20,876 | ||
Warrants outstanding (shares) | 258,306 | 1,885,431 | |
Stock Compensation Plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from diluted EPS calculation | 2,624,524 | 1,215,011 |
Earnings Per Share Calculation
Earnings Per Share Calculation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 29, 2015 | |
Earnings Per Share [Abstract] | ||
Net income, as reported | $ 11,093 | $ 36,417 |
Dividends distributed to Warrants | 48 | 0 |
Undistributed earnings allocated to Warrants | 0 | 706 |
Net income attributable to common shareholders for basic EPS | 11,045 | 35,711 |
Undistributed earnings allocated to dilutive securities | 0 | 1 |
Net income attributable to common shareholders for diluted EPS | $ 11,045 | $ 35,712 |
Weighted average shares outstanding - basic (shares) | 92,491 | 95,411 |
Impact of dilutive securities (shares) | 132 | 125 |
Weighted average shares outstanding - diluted (shares) | 92,623 | 95,536 |
Basic (usd per share) | $ 0.12 | $ 0.37 |
Diluted (usd per share) | $ 0.12 | $ 0.37 |
Accumulated Other Comprehensi79
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 29, 2015 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at December 31, 2015 | $ (71,016) | |
Other comprehensive (loss) income | 3,637 | $ (6,335) |
Balance at March 31, 2016 | (67,379) | |
Unrecognized Benefit Plan Gains and Losses | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at December 31, 2015 | (57,391) | |
Other comprehensive (loss) income | (58) | |
Balance at March 31, 2016 | (57,449) | |
Foreign Currency Translation Adjustments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at December 31, 2015 | (15,764) | |
Other comprehensive (loss) income | 4,043 | |
Balance at March 31, 2016 | (11,721) | |
Unrealized Holding Gain on Marketable Securities | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at December 31, 2015 | 2,139 | |
Other comprehensive (loss) income | (348) | |
Balance at March 31, 2016 | $ 1,791 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 23, 2015 | |
Related Party Transaction [Line Items] | ||||
Long-term debt | $ 3,424,456 | $ 3,429,351 | [1] | |
Equity Funds | Principal Owner | ||||
Related Party Transaction [Line Items] | ||||
Investment in loan fund limited partnership, fair value | 29,000 | 30,000 | ||
Senior Secured Credit Agreement | Term Loan Facility | ||||
Related Party Transaction [Line Items] | ||||
Long-term debt | 2,324,115 | 2,328,092 | [1] | $ 3,479,000 |
Senior Secured Credit Agreement | Term Loan Facility | Principal Owner | ||||
Related Party Transaction [Line Items] | ||||
Long-term debt | $ 37,000 | $ 38,000 | ||
[1] | (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. |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 29, 2015 | Dec. 31, 2015 | [2] | |
Segment Reporting Information [Line Items] | ||||
Operating Revenues | $ 520,515 | $ 472,737 | ||
Operating profit (loss) | 27,216 | 60,935 | ||
Depreciation | 17,338 | 17,054 | ||
Amortization | 49,378 | 47,771 | ||
Capital expenditures | 17,848 | 16,299 | ||
Total Assets | 9,573,522 | $ 9,708,863 | [1] | |
Assets held for sale | 313,235 | 206,422 | ||
Operating Segments | Television and Entertainment | ||||
Segment Reporting Information [Line Items] | ||||
Operating Revenues | 454,697 | 410,300 | ||
Operating profit (loss) | 58,745 | 79,348 | ||
Depreciation | 11,016 | 11,423 | ||
Amortization | 41,475 | 41,510 | ||
Capital expenditures | 6,833 | 9,250 | ||
Total Assets | 7,529,699 | 7,748,010 | ||
Operating Segments | Digital and Data | ||||
Segment Reporting Information [Line Items] | ||||
Operating Revenues | 53,253 | 50,202 | ||
Operating profit (loss) | (2,912) | 3,734 | ||
Depreciation | 2,897 | 2,105 | ||
Amortization | 7,903 | 6,261 | ||
Capital expenditures | 4,923 | 2,605 | ||
Total Assets | 712,241 | 725,151 | ||
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Operating Revenues | 12,565 | 12,235 | ||
Operating profit (loss) | (28,617) | (22,147) | ||
Depreciation | 3,425 | 3,526 | ||
Capital expenditures | 6,092 | $ 4,444 | ||
Total Assets | $ 1,018,347 | $ 1,029,280 | ||
[1] | (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. | |||
[2] | (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. |
Condensed Financial Informati82
Condensed Financial Information Statement of Operations and Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 29, 2015 | |
Condensed Statement of Income Captions [Line Items] | ||
Operating Revenues | $ 520,515 | $ 472,737 |
Programming and direct operating expenses | 238,243 | 196,504 |
Selling, general and administrative | 188,340 | 150,473 |
Depreciation and amortization | 66,716 | 64,825 |
Total Operating Expenses | 493,299 | 411,802 |
Operating (Loss) Profit | 27,216 | 60,935 |
(Loss) income on equity investments, net | 38,252 | 36,934 |
Interest and dividend income | 145 | 367 |
Interest expense | (41,976) | (39,212) |
Gain on investment transaction | 0 | 687 |
Other non-operating items | 62 | (992) |
Intercompany interest income (expense) | 0 | 0 |
Intercompany income (charges) | 0 | 0 |
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries | 23,699 | 58,719 |
Income tax (benefit) expense | 12,606 | 22,302 |
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 0 | 0 |
Net Income | 11,093 | 36,417 |
Comprehensive Income (Loss) | 14,730 | 30,082 |
Eliminations | ||
Condensed Statement of Income Captions [Line Items] | ||
Operating Revenues | (4,407) | (5,638) |
Programming and direct operating expenses | (2,998) | (2,411) |
Selling, general and administrative | (1,409) | (3,227) |
Depreciation and amortization | 0 | 0 |
Total Operating Expenses | (4,407) | (5,638) |
Operating (Loss) Profit | 0 | 0 |
(Loss) income on equity investments, net | 0 | 0 |
Interest and dividend income | 0 | 0 |
Interest expense | 0 | 0 |
Gain on investment transaction | 0 | |
Other non-operating items | 0 | 0 |
Intercompany interest income (expense) | 0 | 0 |
Intercompany income (charges) | 0 | 0 |
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries | 0 | 0 |
Income tax (benefit) expense | 0 | 0 |
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | (40,148) | (58,438) |
Net Income | (40,148) | (58,438) |
Comprehensive Income (Loss) | (44,188) | (53,047) |
Parent (Tribune Media Company) | Reportable Legal Entities | ||
Condensed Statement of Income Captions [Line Items] | ||
Operating Revenues | 0 | 0 |
Programming and direct operating expenses | 0 | 0 |
Selling, general and administrative | 25,429 | 23,940 |
Depreciation and amortization | 2,569 | 1,169 |
Total Operating Expenses | 27,998 | 25,109 |
Operating (Loss) Profit | (27,998) | (25,109) |
(Loss) income on equity investments, net | (720) | 0 |
Interest and dividend income | 91 | 300 |
Interest expense | (41,714) | (38,923) |
Gain on investment transaction | 687 | |
Other non-operating items | 62 | (926) |
Intercompany interest income (expense) | 438 | 439 |
Intercompany income (charges) | 23,762 | 25,065 |
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries | (46,079) | (38,467) |
Income tax (benefit) expense | (17,960) | (15,122) |
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 39,212 | 59,762 |
Net Income | 11,093 | 36,417 |
Comprehensive Income (Loss) | 14,730 | 30,082 |
Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Statement of Income Captions [Line Items] | ||
Operating Revenues | 508,445 | 463,541 |
Programming and direct operating expenses | 235,866 | 189,688 |
Selling, general and administrative | 157,254 | 124,722 |
Depreciation and amortization | 59,151 | 59,792 |
Total Operating Expenses | 452,271 | 374,202 |
Operating (Loss) Profit | 56,174 | 89,339 |
(Loss) income on equity investments, net | 38,972 | 36,934 |
Interest and dividend income | 41 | 26 |
Interest expense | 0 | (5) |
Gain on investment transaction | 0 | |
Other non-operating items | 0 | (66) |
Intercompany interest income (expense) | (438) | (439) |
Intercompany income (charges) | (23,706) | (24,976) |
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries | 71,043 | 100,813 |
Income tax (benefit) expense | 31,343 | 39,892 |
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 936 | (1,324) |
Net Income | 40,636 | 59,597 |
Comprehensive Income (Loss) | 40,739 | 57,732 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Statement of Income Captions [Line Items] | ||
Operating Revenues | 16,477 | 14,834 |
Programming and direct operating expenses | 5,375 | 9,227 |
Selling, general and administrative | 7,066 | 5,038 |
Depreciation and amortization | 4,996 | 3,864 |
Total Operating Expenses | 17,437 | 18,129 |
Operating (Loss) Profit | (960) | (3,295) |
(Loss) income on equity investments, net | 0 | 0 |
Interest and dividend income | 13 | 41 |
Interest expense | (262) | (284) |
Gain on investment transaction | 0 | |
Other non-operating items | 0 | 0 |
Intercompany interest income (expense) | 0 | 0 |
Intercompany income (charges) | (56) | (89) |
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries | (1,265) | (3,627) |
Income tax (benefit) expense | (777) | (2,468) |
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 0 | 0 |
Net Income | (488) | (1,159) |
Comprehensive Income (Loss) | $ 3,449 | $ (4,685) |
Condensed Financial Informati83
Condensed Financial Information Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | |
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | $ 324,636 | $ 262,644 | $ 1,171,830 | $ 1,455,183 | |
Restricted cash and cash equivalents | 17,579 | 17,595 | |||
Accounts receivable, net | 433,883 | 466,628 | |||
Broadcast rights | 158,319 | 160,240 | |||
Income taxes receivable | 29,153 | 42,838 | |||
Prepaid expenses | 42,822 | 63,337 | |||
Other | 26,392 | 8,663 | |||
Total current assets | 1,032,784 | 1,021,945 | |||
Property, plant and equipment | 700,313 | 818,658 | |||
Accumulated depreciation | (164,548) | (160,801) | |||
Net properties | 535,765 | 657,857 | |||
Investments in subsidiaries | 0 | 0 | |||
Broadcast rights | 186,580 | 203,422 | |||
Goodwill | 3,563,657 | 3,561,812 | |||
Other intangible assets, net | 2,192,431 | 2,240,199 | |||
Assets held for sale | 313,235 | 206,422 | [1] | ||
Investments | 1,641,291 | 1,692,700 | |||
Intercompany receivables | 0 | 0 | |||
Intercompany loan receivable | 0 | 0 | |||
Other assets | 107,779 | 124,506 | [2] | ||
Total other assets | 8,004,973 | 8,029,061 | [2] | ||
Total Assets | 9,573,522 | 9,708,863 | [1],[2] | ||
Accounts payable | 67,698 | 60,394 | |||
Debt due within one year | 19,894 | 19,862 | [2] | ||
Income taxes payable | 4,198 | 3,458 | |||
Contracts payable for broadcast rights | 206,283 | 236,676 | |||
Deferred revenue | 40,704 | 44,721 | |||
Interest payable | 13,901 | 33,828 | |||
Other | 117,374 | 141,861 | |||
Total current liabilities | 470,052 | 540,800 | [2] | ||
Long-term debt | 3,404,562 | 3,409,489 | [2],[3] | ||
Intercompany loan payable | 0 | 0 | |||
Deferred income taxes | 985,966 | 984,032 | |||
Contracts payable for broadcast rights | 349,788 | 385,107 | |||
Contract intangible liability, net | 9,436 | 13,772 | |||
Intercompany payables | 0 | 0 | |||
Other | 538,880 | 543,941 | |||
Total non-current liabilities | 5,288,632 | 5,336,341 | [2] | ||
Total Liabilities | 5,758,684 | 5,877,141 | [2] | ||
Common Stock | 100 | 100 | |||
Treasury Stock | (412,892) | (400,153) | |||
Additional paid-in-capital | 4,600,743 | 4,619,618 | |||
Retained earnings (deficit) | (311,258) | (322,351) | |||
Accumulated other comprehensive (loss) income | (67,379) | (71,016) | |||
Total Tribune Media Company shareholders’ equity (deficit) | 3,809,314 | 3,826,198 | |||
Noncontrolling interest | 5,524 | 5,524 | |||
Total shareholders’ equity (deficit) | 3,814,838 | 3,831,722 | |||
Total Liabilities and Shareholders’ Equity | 9,573,522 | 9,708,863 | [2] | ||
Eliminations | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Restricted cash and cash equivalents | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Broadcast rights | 0 | 0 | |||
Income taxes receivable | 0 | 0 | |||
Prepaid expenses | 0 | 0 | |||
Other | 0 | 0 | |||
Total current assets | 0 | 0 | |||
Property, plant and equipment | 0 | 0 | |||
Accumulated depreciation | 0 | 0 | |||
Net properties | 0 | 0 | |||
Investments in subsidiaries | (10,464,581) | (10,479,353) | |||
Broadcast rights | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Assets held for sale | 0 | 0 | |||
Investments | 0 | 0 | |||
Intercompany receivables | (6,564,717) | (6,158,611) | |||
Intercompany loan receivable | (27,000) | (27,000) | |||
Other assets | (180,449) | (187,302) | |||
Total other assets | (6,772,166) | (6,372,913) | |||
Total Assets | (17,236,747) | (16,852,266) | |||
Accounts payable | 0 | 0 | |||
Debt due within one year | 0 | 0 | |||
Income taxes payable | 0 | 0 | |||
Contracts payable for broadcast rights | 0 | 0 | |||
Deferred revenue | 0 | 0 | |||
Interest payable | 0 | 0 | |||
Other | 0 | 0 | |||
Total current liabilities | 0 | 0 | |||
Long-term debt | 0 | 0 | |||
Intercompany loan payable | (27,000) | (27,000) | |||
Deferred income taxes | (180,449) | (187,302) | |||
Contracts payable for broadcast rights | 0 | 0 | |||
Contract intangible liability, net | 0 | 0 | |||
Intercompany payables | (6,564,717) | (6,158,611) | |||
Other | 0 | 0 | |||
Total non-current liabilities | (6,772,166) | (6,372,913) | |||
Total Liabilities | (6,772,166) | (6,372,913) | |||
Common Stock | 0 | 0 | |||
Treasury Stock | 0 | 0 | |||
Additional paid-in-capital | (9,776,002) | (9,817,885) | |||
Retained earnings (deficit) | (701,422) | (678,351) | |||
Accumulated other comprehensive (loss) income | 12,843 | 16,883 | |||
Total Tribune Media Company shareholders’ equity (deficit) | (10,464,581) | (10,479,353) | |||
Noncontrolling interest | 0 | 0 | |||
Total shareholders’ equity (deficit) | (10,464,581) | (10,479,353) | |||
Total Liabilities and Shareholders’ Equity | (17,236,747) | (16,852,266) | |||
Parent (Tribune Media Company) | Reportable Legal Entities | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 300,466 | 235,508 | 1,151,412 | 1,433,388 | |
Restricted cash and cash equivalents | 17,579 | 17,595 | |||
Accounts receivable, net | 871 | 672 | |||
Broadcast rights | 0 | 0 | |||
Income taxes receivable | 0 | 0 | |||
Prepaid expenses | 13,688 | 16,747 | |||
Other | 22,276 | 4,494 | |||
Total current assets | 354,880 | 275,016 | |||
Property, plant and equipment | 50,300 | 47,909 | |||
Accumulated depreciation | (13,176) | (10,607) | |||
Net properties | 37,124 | 37,302 | |||
Investments in subsidiaries | 10,359,278 | 10,374,921 | |||
Broadcast rights | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Assets held for sale | 0 | 0 | |||
Investments | 16,984 | 18,276 | |||
Intercompany receivables | 1,603,188 | 1,560,781 | |||
Intercompany loan receivable | 27,000 | 27,000 | |||
Other assets | 182,572 | 189,517 | [2] | ||
Total other assets | 1,829,744 | 1,795,574 | [2] | ||
Total Assets | 12,581,026 | 12,482,813 | [2] | ||
Accounts payable | 31,616 | 29,587 | |||
Debt due within one year | 15,902 | 15,874 | [2] | ||
Income taxes payable | 0 | 0 | |||
Contracts payable for broadcast rights | 0 | 0 | |||
Deferred revenue | 0 | 0 | |||
Interest payable | 13,899 | 33,826 | |||
Other | 35,809 | 44,615 | |||
Total current liabilities | 97,226 | 123,902 | [2] | ||
Long-term debt | 3,390,792 | 3,394,753 | [2] | ||
Intercompany loan payable | 0 | 0 | |||
Deferred income taxes | 0 | 0 | |||
Contracts payable for broadcast rights | 0 | 0 | |||
Contract intangible liability, net | 0 | 0 | |||
Intercompany payables | 4,804,029 | 4,652,289 | |||
Other | 479,665 | 485,671 | |||
Total non-current liabilities | 8,674,486 | 8,532,713 | [2] | ||
Total Liabilities | 8,771,712 | 8,656,615 | [2] | ||
Common Stock | 100 | 100 | |||
Treasury Stock | (412,892) | (400,153) | |||
Additional paid-in-capital | 4,600,743 | 4,619,618 | |||
Retained earnings (deficit) | (311,258) | (322,351) | |||
Accumulated other comprehensive (loss) income | (67,379) | (71,016) | |||
Total Tribune Media Company shareholders’ equity (deficit) | 3,809,314 | 3,826,198 | |||
Noncontrolling interest | 0 | 0 | |||
Total shareholders’ equity (deficit) | 3,809,314 | 3,826,198 | |||
Total Liabilities and Shareholders’ Equity | 12,581,026 | 12,482,813 | [2] | ||
Guarantor Subsidiaries | Reportable Legal Entities | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 10,161 | 13,054 | 10,894 | 12,204 | |
Restricted cash and cash equivalents | 0 | 0 | |||
Accounts receivable, net | 421,145 | 452,722 | |||
Broadcast rights | 156,587 | 157,538 | |||
Income taxes receivable | 28,974 | 42,816 | |||
Prepaid expenses | 26,709 | 44,817 | |||
Other | 3,811 | 3,818 | |||
Total current assets | 647,387 | 714,765 | |||
Property, plant and equipment | 540,845 | 662,094 | |||
Accumulated depreciation | (145,183) | (144,089) | |||
Net properties | 395,662 | 518,005 | |||
Investments in subsidiaries | 105,303 | 104,432 | |||
Broadcast rights | 186,548 | 203,376 | |||
Goodwill | 3,508,718 | 3,508,718 | |||
Other intangible assets, net | 2,045,695 | 2,091,010 | |||
Assets held for sale | 313,235 | 206,422 | |||
Investments | 1,608,912 | 1,659,029 | |||
Intercompany receivables | 4,510,471 | 4,265,957 | |||
Intercompany loan receivable | 0 | 0 | |||
Other assets | 99,673 | 117,124 | |||
Total other assets | 12,273,252 | 12,051,636 | |||
Total Assets | 13,421,604 | 13,388,838 | |||
Accounts payable | 32,780 | 24,153 | |||
Debt due within one year | 0 | 0 | |||
Income taxes payable | 2,730 | 2,700 | |||
Contracts payable for broadcast rights | 204,276 | 233,660 | |||
Deferred revenue | 37,154 | 39,654 | |||
Interest payable | 0 | 0 | |||
Other | 75,273 | 91,384 | |||
Total current liabilities | 352,213 | 391,551 | |||
Long-term debt | 0 | 0 | |||
Intercompany loan payable | 27,000 | 27,000 | |||
Deferred income taxes | 992,605 | 994,083 | |||
Contracts payable for broadcast rights | 349,750 | 385,052 | |||
Contract intangible liability, net | 9,436 | 13,772 | |||
Intercompany payables | 1,528,799 | 1,397,981 | |||
Other | 55,540 | 55,779 | |||
Total non-current liabilities | 2,963,130 | 2,873,667 | |||
Total Liabilities | 3,315,343 | 3,265,218 | |||
Common Stock | 0 | 0 | |||
Treasury Stock | 0 | 0 | |||
Additional paid-in-capital | 9,488,052 | 9,529,071 | |||
Retained earnings (deficit) | 624,410 | 600,853 | |||
Accumulated other comprehensive (loss) income | (6,201) | (6,304) | |||
Total Tribune Media Company shareholders’ equity (deficit) | 10,106,261 | 10,123,620 | |||
Noncontrolling interest | 0 | 0 | |||
Total shareholders’ equity (deficit) | 10,106,261 | 10,123,620 | |||
Total Liabilities and Shareholders’ Equity | 13,421,604 | 13,388,838 | |||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 14,009 | 14,082 | $ 9,524 | $ 9,591 | |
Restricted cash and cash equivalents | 0 | 0 | |||
Accounts receivable, net | 11,867 | 13,234 | |||
Broadcast rights | 1,732 | 2,702 | |||
Income taxes receivable | 179 | 22 | |||
Prepaid expenses | 2,425 | 1,773 | |||
Other | 305 | 351 | |||
Total current assets | 30,517 | 32,164 | |||
Property, plant and equipment | 109,168 | 108,655 | |||
Accumulated depreciation | (6,189) | (6,105) | |||
Net properties | 102,979 | 102,550 | |||
Investments in subsidiaries | 0 | 0 | |||
Broadcast rights | 32 | 46 | |||
Goodwill | 54,939 | 53,094 | |||
Other intangible assets, net | 146,736 | 149,189 | |||
Assets held for sale | 0 | 0 | |||
Investments | 15,395 | 15,395 | |||
Intercompany receivables | 451,058 | 331,873 | |||
Intercompany loan receivable | 0 | 0 | |||
Other assets | 5,983 | 5,167 | [2] | ||
Total other assets | 674,143 | 554,764 | [2] | ||
Total Assets | 807,639 | 689,478 | [2] | ||
Accounts payable | 3,302 | 6,654 | |||
Debt due within one year | 3,992 | 3,988 | [2] | ||
Income taxes payable | 1,468 | 758 | |||
Contracts payable for broadcast rights | 2,007 | 3,016 | |||
Deferred revenue | 3,550 | 5,067 | |||
Interest payable | 2 | 2 | |||
Other | 6,292 | 5,862 | |||
Total current liabilities | 20,613 | 25,347 | [2] | ||
Long-term debt | 13,770 | 14,736 | [2] | ||
Intercompany loan payable | 0 | 0 | |||
Deferred income taxes | 173,810 | 177,251 | |||
Contracts payable for broadcast rights | 38 | 55 | |||
Contract intangible liability, net | 0 | 0 | |||
Intercompany payables | 231,889 | 108,341 | |||
Other | 3,675 | 2,491 | |||
Total non-current liabilities | 423,182 | 302,874 | [2] | ||
Total Liabilities | 443,795 | 328,221 | [2] | ||
Common Stock | 0 | 0 | |||
Treasury Stock | 0 | 0 | |||
Additional paid-in-capital | 287,950 | 288,814 | |||
Retained earnings (deficit) | 77,012 | 77,498 | |||
Accumulated other comprehensive (loss) income | (6,642) | (10,579) | |||
Total Tribune Media Company shareholders’ equity (deficit) | 358,320 | 355,733 | |||
Noncontrolling interest | 5,524 | 5,524 | |||
Total shareholders’ equity (deficit) | 363,844 | 361,257 | |||
Total Liabilities and Shareholders’ Equity | $ 807,639 | $ 689,478 | [2] | ||
[1] | (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. | ||||
[2] | (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. | ||||
[3] | (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. |
Condensed Financial Informati84
Condensed Financial Information Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 29, 2015 | Dec. 31, 2015 | Dec. 28, 2014 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||||
IncreaseDecreaseinIntercompanyDuetoNonCashSettlementofBalanceDue | $ 56,000 | |||
Net cash (used in) provided by operating activities | 122,299 | $ (94,306) | ||
Capital expenditures | (17,848) | (16,299) | ||
Acquisitions | 0 | (109) | ||
Transfers from restricted cash | 4 | 0 | ||
Investments | (88) | (411) | ||
Intercompany dividend | 0 | |||
Proceeds from sales of real estate and other assets | 1,486 | 5,617 | ||
Net cash used in investing activities | (16,446) | (11,202) | ||
Repayments of long‑term debt | (6,960) | (1,067) | ||
Long-term debt issuance costs | (622) | 0 | ||
Payments of dividends | (23,215) | 0 | ||
Common stock repurchases | (8,938) | (172,777) | ||
Change in excess tax benefits from stock-based awards | 0 | (402) | ||
Tax withholdings related to net share settlements of share-based awards | (4,126) | (3,618) | ||
Proceeds from stock option exercises | 0 | 19 | ||
Intercompany dividend | 0 | |||
Change in intercompany receivables and payables | 0 | 0 | ||
Net cash provided by (used in) financing activities | (43,861) | (177,845) | ||
Net Increase (Decrease) in Cash and Cash Equivalents | 61,992 | (283,353) | ||
Cash and cash equivalents | 324,636 | 1,171,830 | $ 262,644 | $ 1,455,183 |
Eliminations | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | 0 | 0 | ||
Capital expenditures | 0 | 0 | ||
Acquisitions | 0 | |||
Transfers from restricted cash | 0 | |||
Investments | 0 | 0 | ||
Intercompany dividend | (3,326) | |||
Proceeds from sales of real estate and other assets | 0 | 0 | ||
Net cash used in investing activities | (3,326) | 0 | ||
Repayments of long‑term debt | 0 | 0 | ||
Long-term debt issuance costs | 0 | |||
Payments of dividends | 0 | |||
Common stock repurchases | 0 | 0 | ||
Change in excess tax benefits from stock-based awards | 0 | |||
Tax withholdings related to net share settlements of share-based awards | 0 | 0 | ||
Proceeds from stock option exercises | 0 | |||
Intercompany dividend | 3,326 | |||
Change in intercompany receivables and payables | 0 | 0 | ||
Net cash provided by (used in) financing activities | 3,326 | 0 | ||
Net Increase (Decrease) in Cash and Cash Equivalents | 0 | 0 | ||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Parent (Tribune Media Company) | Reportable Legal Entities | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | (56,143) | (20,111) | ||
Capital expenditures | (4,336) | (6,157) | ||
Acquisitions | 0 | |||
Transfers from restricted cash | 0 | |||
Investments | 0 | 0 | ||
Intercompany dividend | 3,326 | |||
Proceeds from sales of real estate and other assets | 0 | 0 | ||
Net cash used in investing activities | (1,010) | (6,157) | ||
Repayments of long‑term debt | (5,948) | 0 | ||
Long-term debt issuance costs | (622) | |||
Payments of dividends | (23,215) | |||
Common stock repurchases | (8,938) | (172,777) | ||
Change in excess tax benefits from stock-based awards | (402) | |||
Tax withholdings related to net share settlements of share-based awards | (4,126) | (3,618) | ||
Proceeds from stock option exercises | 19 | |||
Intercompany dividend | 0 | |||
Change in intercompany receivables and payables | 164,960 | (78,930) | ||
Net cash provided by (used in) financing activities | 122,111 | (255,708) | ||
Net Increase (Decrease) in Cash and Cash Equivalents | 64,958 | (281,976) | ||
Cash and cash equivalents | 300,466 | 1,151,412 | 235,508 | 1,433,388 |
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | 181,150 | (69,753) | ||
Capital expenditures | (12,115) | (9,739) | ||
Acquisitions | (109) | |||
Transfers from restricted cash | 4 | |||
Investments | (88) | (411) | ||
Intercompany dividend | 0 | |||
Proceeds from sales of real estate and other assets | 805 | 5,617 | ||
Net cash used in investing activities | (11,394) | (4,642) | ||
Repayments of long‑term debt | 0 | (54) | ||
Long-term debt issuance costs | 0 | |||
Payments of dividends | 0 | |||
Common stock repurchases | 0 | 0 | ||
Change in excess tax benefits from stock-based awards | 0 | |||
Tax withholdings related to net share settlements of share-based awards | 0 | 0 | ||
Proceeds from stock option exercises | 0 | |||
Intercompany dividend | (3,326) | |||
Change in intercompany receivables and payables | (169,323) | 73,139 | ||
Net cash provided by (used in) financing activities | (172,649) | 73,085 | ||
Net Increase (Decrease) in Cash and Cash Equivalents | (2,893) | (1,310) | ||
Cash and cash equivalents | 10,161 | 10,894 | 13,054 | 12,204 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | (2,708) | (4,442) | ||
Capital expenditures | (1,397) | (403) | ||
Acquisitions | 0 | |||
Transfers from restricted cash | 0 | |||
Investments | 0 | 0 | ||
Intercompany dividend | 0 | |||
Proceeds from sales of real estate and other assets | 681 | 0 | ||
Net cash used in investing activities | (716) | (403) | ||
Repayments of long‑term debt | (1,012) | (1,013) | ||
Long-term debt issuance costs | 0 | |||
Payments of dividends | 0 | |||
Common stock repurchases | 0 | 0 | ||
Change in excess tax benefits from stock-based awards | 0 | |||
Tax withholdings related to net share settlements of share-based awards | 0 | 0 | ||
Proceeds from stock option exercises | 0 | |||
Intercompany dividend | 0 | |||
Change in intercompany receivables and payables | 4,363 | 5,791 | ||
Net cash provided by (used in) financing activities | 3,351 | 4,778 | ||
Net Increase (Decrease) in Cash and Cash Equivalents | (73) | (67) | ||
Cash and cash equivalents | $ 14,009 | $ 9,524 | $ 14,082 | $ 9,591 |