Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Entity Listings [Line Items] | ||
Entity Registrant Name | Tribune Media Company | |
Entity Central Index Key | 726,513 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
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 | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Common Class A | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 87,300,994 | |
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 | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |||
Operating Revenues | ||||||
Television and Entertainment | $ 447,307 | $ 460,164 | $ 1,349,401 | $ 1,384,173 | ||
Other | 3,226 | 9,874 | 10,559 | 34,133 | ||
Total operating revenues | 450,533 | 470,038 | 1,359,960 | [1] | 1,418,306 | [1] |
Operating Expenses | ||||||
Programming | 199,118 | 149,480 | 497,448 | 396,450 | ||
Direct operating expenses | 98,419 | 99,150 | 294,166 | 293,245 | ||
Selling, general and administrative | 120,869 | 143,974 | 422,604 | 452,286 | ||
Depreciation | 14,263 | 14,764 | 41,761 | [2] | 43,673 | [2] |
Amortization | 41,678 | 41,668 | 125,001 | 125,003 | ||
Gain on sales of real estate, net | (65) | (213,168) | (365) | (212,719) | ||
Total operating expenses | 474,282 | 235,868 | 1,380,615 | 1,097,938 | ||
Operating (Loss) Profit | (23,749) | 234,170 | (20,655) | [1],[3] | 320,368 | [1],[3] |
Income on equity investments, net | 21,058 | 31,737 | 98,856 | 114,295 | ||
Interest and dividend income | 827 | 476 | 1,880 | 836 | ||
Interest expense | (40,389) | (38,296) | (119,332) | (114,508) | ||
Loss on extinguishments and modification of debt | (1,435) | 0 | (20,487) | 0 | ||
Gain on investment transactions, net | 5,667 | 0 | 10,617 | 0 | ||
Write-downs of investment | 0 | 0 | (180,800) | 0 | ||
Other non-operating gain, net | 0 | 57 | 45 | 478 | ||
Reorganization items, net | (753) | (434) | (1,452) | (1,234) | ||
(Loss) Income from Continuing Operations Before Income Taxes | (38,774) | 227,710 | (231,328) | 320,235 | ||
Income tax (benefit) expense | (20,087) | 73,871 | (81,606) | 303,922 | ||
(Loss) Income from Continuing Operations | (18,687) | 153,839 | (149,722) | 16,313 | ||
(Loss) Income from Discontinued Operations, net of taxes (Note 2) | 0 | (8,074) | 15,039 | (21,018) | ||
Net (Loss) Income | $ (18,687) | $ 145,765 | $ (134,683) | $ (4,705) | ||
Earnings (Loss) Per Share | ||||||
Continuing Operations | $ (0.21) | $ 1.71 | $ (1.72) | $ 0.18 | ||
Discontinued Operations | 0 | (0.09) | 0.17 | (0.23) | ||
Net (Loss) Earnings Per Common Share | (0.21) | 1.62 | (1.55) | (0.05) | ||
Continuing Operations | (0.21) | 1.70 | (1.72) | 0.18 | ||
Discontinued Operations | 0 | (0.09) | 0.17 | (0.23) | ||
Net (Loss) Earnings Per Common Share | (0.21) | 1.61 | (1.55) | (0.05) | ||
Regular Cash Dividend | ||||||
Earnings (Loss) Per Share | ||||||
Dividends declared per common share (usd per share) | 0.25 | 0.25 | 0.75 | 0.75 | ||
Special Cash Dividend | ||||||
Earnings (Loss) Per Share | ||||||
Dividends declared per common share (usd per share) | $ 0 | $ 0 | $ 5.77 | $ 0 | ||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating loss included in discontinued operations for the historical periods. | |||||
[2] | (3)Depreciation and amortization from discontinued operations totaled $4 million and $8 million respectively, for the three months ended September 30, 2016 and $10 million and $23 million, respectively, for the nine months ended September 30, 2016. | |||||
[3] | (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes. |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net (Loss) Income | $ (18,687) | $ 145,765 | $ (134,683) | $ (4,705) |
Income (Loss) from Discontinued Operations, net of taxes | 0 | (8,074) | 15,039 | (21,018) |
Net (Loss) Income from Continuing Operations | (18,687) | 153,839 | (149,722) | 16,313 |
Other Comprehensive (Loss) Income from Continuing Operations, net of taxes | 10,535 | |||
Comprehensive (Loss) Income | (18,062) | 148,449 | (124,148) | 2,427 |
Discontinued Operations | ||||
Comprehensive (Loss) Income | 0 | (5,862) | 26,810 | (17,784) |
Continuing Operations | ||||
Change in unrecognized benefit plan gains and losses arising during the period, net of taxes of $(285) and $2,367 for the nine months ended September 30, 2017 and September 30, 2016, respectively | 0 | 0 | (442) | 3,671 |
Adjustment for previously unrecognized benefit plan gains and losses included in net income, net of taxes of $(26) and $(28) for the three months ended September 30, 2017 and September 30, 2016, respectively, and $(77) and $(85) for the nine months ended September 30, 2017 and September 30, 2016, respectively | (40) | (44) | (120) | (132) |
Change in unrecognized benefit plan gains and losses, net of taxes | (40) | (44) | (562) | 3,539 |
Change in unrealized holding gains and losses arising during the period, net of taxes of $341 for the three months ended September 30, 2016 and $(60) and $1,026 for the nine months ended September 30, 2017 and September 30, 2016, respectively | 0 | 593 | (95) | 1,591 |
Adjustment for loss (gain) on investment sales included in net income, net of taxes of $40 and $(1,921) for the three and nine months ended September 30, 2017 | 62 | 0 | (2,980) | 0 |
Change in marketable securities, net of taxes | 62 | 593 | (3,075) | 1,591 |
Unrealized gains and losses, net of taxes of $(497) and $(3,950) for the three and nine months ended September 30, 2017 | (769) | 0 | (6,126) | 0 |
Gains and losses reclassified to net income, net of taxes of $509 and $1,638 for the three and nine months ended September 30, 2017 | 789 | 0 | 2,540 | 0 |
Change in unrecognized gains and losses on cash flow hedging instruments, net of taxes | 20 | 0 | (3,586) | 0 |
Change in foreign currency translation adjustments, net of taxes of $42 and $(103) for the three months ended September 30, 2017 and September 30, 2016, respectively, and $2,752 and $(1,198) for the nine months ended September 30, 2017 and September 30, 2016, respectively | 583 | (77) | 5,987 | (1,232) |
Other Comprehensive (Loss) Income from Continuing Operations, net of taxes | 625 | 472 | (1,236) | 3,898 |
Comprehensive (Loss) Income | $ (18,062) | $ 154,311 | $ (150,958) | $ 20,211 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Taxes on Change in unrecognized benefit plan losses arising during the period | $ 0 | $ 0 | $ (285) | $ 2,367 |
Taxes on Adjustment for previously unrecognized benefit plan gains and losses included in net income | (26) | (28) | (77) | (85) |
Taxes on Change in unrealized holding gains and losses arising during the period | 0 | 341 | (60) | 1,026 |
Taxes on Adjusted for gain on investment sale included in net income | 40 | 0 | (1,921) | 0 |
Taxes on Change in unrealized gains and losses on cash flow hedging instrument arising during the period | (497) | 0 | (3,950) | 0 |
Taxes on gains and losses on cash flow hedging instrument reclassified to net income | 509 | 1,638 | 0 | |
Taxes on Change in foreign currency translation adjustments | $ 42 | $ (103) | $ 2,752 | $ (1,198) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Current Assets | |||
Cash and cash equivalents | $ 602,739 | $ 577,658 | |
Restricted cash and cash equivalents | 17,566 | 17,566 | |
Accounts receivable (net of allowances of $21,252 and $12,504) | 390,472 | 429,112 | |
Broadcast rights | 148,976 | 157,817 | |
Income taxes receivable | 14,994 | 9,056 | |
Current assets of discontinued operations | 0 | 62,605 | |
Prepaid expenses | 22,617 | 35,862 | |
Other | 8,677 | 6,624 | |
Total current assets | 1,206,041 | 1,296,300 | |
Properties | |||
Property, plant and equipment | 654,872 | 711,068 | |
Accumulated depreciation | (224,306) | (187,148) | |
Net properties | 430,566 | 523,920 | |
Other Assets | |||
Broadcast rights | 144,303 | 153,457 | |
Goodwill | 3,228,869 | 3,227,930 | |
Other intangible assets, net | 1,655,467 | 1,819,134 | |
Non-current assets of discontinued operations | 0 | 608,153 | |
Assets held for sale | [1] | 93,188 | 17,176 |
Investments | 1,273,857 | 1,674,883 | |
Other | 141,790 | 80,098 | |
Total other assets | 6,537,474 | 7,580,831 | |
Total Assets (1) | [2] | 8,174,081 | 9,401,051 |
Current Liabilities | |||
Accounts payable | 42,215 | 60,553 | |
Debt due within one year (net of unamortized discounts and debt issuance costs of $7,917) | 0 | 19,924 | |
Income taxes payable | 71,741 | 21,166 | |
Employee compensation and benefits | 60,407 | 77,123 | |
Contracts payable for broadcast rights | 273,176 | 241,255 | |
Deferred revenue | 12,565 | 13,690 | |
Interest payable | 14,095 | 30,305 | |
Current liabilities of discontinued operations | 0 | 54,284 | |
Other | 212,609 | 32,553 | |
Total current liabilities | 686,808 | 550,853 | |
Non-Current Liabilities | |||
Long-term debt (net of unamortized discounts and debt issuance costs of $38,063 and $38,830) | 2,917,454 | 3,391,627 | |
Deferred income taxes | 759,167 | 984,248 | |
Contracts payable for broadcast rights | 326,654 | 314,840 | |
Pension obligations, net | 428,732 | 444,401 | |
Postretirement, medical, life and other benefits | 9,941 | 11,385 | |
Other obligations | 155,948 | 62,700 | |
Non-current liabilities of discontinued operations | 0 | 95,314 | |
Total non-current liabilities | 4,597,896 | 5,304,515 | |
Total Liabilities (1) | [2] | 5,284,704 | 5,855,368 |
Commitments and Contingent Liabilities | |||
Shareholders’ Equity | |||
Preferred stock | 0 | 0 | |
Common Stock | 101 | 100 | |
Treasury stock, at cost: 14,102,185 shares at September 30, 2017 and 14,102,453 shares at December 31, 2016 | (632,194) | (632,207) | |
Additional paid-in-capital | 4,028,524 | 4,561,760 | |
Retained deficit | (443,042) | (308,105) | |
Accumulated other comprehensive loss | (71,247) | (81,782) | |
Total Tribune Media Company shareholders’ equity | 2,882,142 | 3,539,766 | |
Noncontrolling interest | 7,235 | 5,917 | |
Total shareholders’ equity | 2,889,377 | 3,545,683 | |
Total Liabilities and Shareholders’ Equity | 8,174,081 | 9,401,051 | |
Class A Common Stock | |||
Shareholders’ Equity | |||
Common Stock | 101 | 100 | |
Total shareholders’ equity | 101 | 100 | |
Class B Common Stock | |||
Shareholders’ Equity | |||
Common Stock | 0 | 0 | |
Total shareholders’ equity | $ 0 | $ 0 | |
[1] | (4)See Note 4 for information regarding assets held for sale. | ||
[2] | (1) The Company’s consolidated total assets as of September 30, 2017 and December 31, 2016 include total assets of variable interest entities (“VIEs”) of $101 million and $97 million, respectively, which can only be used to settle the obligations of the VIEs. The Company’s consolidated total liabilities as of September 30, 2017 and December 31, 2016 include total liabilities of the VIEs of $25 million and $3 million, respectively, for which the creditors of the VIEs have no recourse to the Company (see Note 1). |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts | $ 21,252 | $ 12,504 | |
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) | 14,102,185 | 14,102,453 | |
Total Assets | [1] | $ 8,174,081 | $ 9,401,051 |
Liabilities | [1] | $ 5,284,704 | $ 5,855,368 |
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) | 101,402,202 | 100,416,516 | |
Common stock, outstanding (shares) | 87,300,017 | 86,314,063 | |
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) | 5,605 | 5,605 | |
Senior Secured Credit Agreement | Term Loan Facility | |||
Unamortized discounts and debt issuance costs | $ 25,000 | $ 31,000 | |
Current | Senior Secured Credit Agreement | Term Loan Facility | |||
Unamortized discounts and debt issuance costs | 0 | 7,917 | |
Noncurrent | Senior Secured Credit Agreement | Term Loan Facility | |||
Unamortized discounts and debt issuance costs | 38,063 | 38,830 | |
Variable Interest Entity, Primary Beneficiary | |||
Total Assets | 101,000 | 97,000 | |
Liabilities | $ 25,000 | $ 3,000 | |
[1] | (1) The Company’s consolidated total assets as of September 30, 2017 and December 31, 2016 include total assets of variable interest entities (“VIEs”) of $101 million and $97 million, respectively, which can only be used to settle the obligations of the VIEs. The Company’s consolidated total liabilities as of September 30, 2017 and December 31, 2016 include total liabilities of the VIEs of $25 million and $3 million, respectively, for which the creditors of the VIEs have no recourse to the Company (see Note 1). |
Condensed Consolidated Stateme7
Condensed Consolidated Statement Of Shareholders' Equity - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Special Cash Dividend | Regular Cash Dividend | Class A Common Stock | Class B Common Stock | Retained Deficit | Accumulated Other Comprehensive (Loss) Income | Additional Paid-In Capital | Additional Paid-In CapitalSpecial Cash Dividend | Additional Paid-In CapitalRegular Cash Dividend | Treasury Stock | Non- controlling Interest |
Beginning balance, Shares at Dec. 31, 2016 | 100,416,516 | 5,605 | ||||||||||
Beginning Balance at Dec. 31, 2016 | $ 3,545,683 | $ 100 | $ 0 | $ (308,105) | $ (81,782) | $ 4,561,760 | $ (632,207) | $ 5,917 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (134,683) | (134,683) | ||||||||||
Other comprehensive income, net of taxes | 10,535 | 10,535 | ||||||||||
Comprehensive (Loss) Income | (124,148) | |||||||||||
Special dividends declared to shareholders and warrant holders, $5.77 per share | (65,392) | $ (499,107) | $ (499,107) | |||||||||
Regular dividends declared to shareholders and warrant holders, $0.75 per share | $ (65,392) | $ (65,392) | ||||||||||
Warrant exercises, shares | 91,650 | |||||||||||
Stock-based compensation | 27,658 | 27,658 | ||||||||||
Net share settlements of stock-based awards, shares | 894,036 | |||||||||||
Net share settlements of stock-based awards | 3,201 | $ 1 | 3,187 | 13 | ||||||||
Cumulative effect of a change in accounting principle | 164 | (254) | 418 | |||||||||
Contributions from noncontrolling interest | 1,318 | 1,318 | ||||||||||
Ending balance, Shares at Sep. 30, 2017 | 101,402,202 | 5,605 | ||||||||||
Ending Balance at Sep. 30, 2017 | $ 2,889,377 | $ 101 | $ 0 | $ (443,042) | $ (71,247) | $ 4,028,524 | $ (632,194) | $ 7,235 |
Condensed Consolidated Stateme8
Condensed Consolidated Statement Of Shareholders' Equity (Parenthetical) - $ / shares | Jan. 02, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Regular Cash Dividend | |||||||||
Dividends declared per common share (usd per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.75 | $ 0.75 | |
Special Cash Dividend | |||||||||
Dividends declared per common share (usd per share) | $ 5.77 | $ 0 | $ 0 | $ 5.77 | $ 0 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | ||
Operating Activities | |||
Net (Loss) Income | $ (134,683) | $ (4,705) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Stock-based compensation | 27,432 | 27,608 | |
Pension credit, net of contributions | (16,535) | (18,083) | |
Depreciation | 41,761 | 53,567 | |
Amortization of contract intangible assets and liabilities | 649 | (10,778) | |
Amortization of other intangible assets | 125,001 | 148,195 | |
Income on equity investments, net | (98,856) | (114,295) | |
Distributions from equity investments | 177,953 | 143,557 | |
Non-cash loss on extinguishments and modification of debt | 8,258 | 0 | |
Original issue discount payments | (7,360) | 0 | |
Write-downs of investment | 180,800 | 0 | |
Amortization of debt issuance costs and original issue discount | 5,990 | 8,368 | |
Gain on sale of business | (34,510) | 0 | |
Gain on investment transactions, net | (10,617) | 0 | |
Impairments of real estate | 757 | 15,102 | |
Gain on sales of real estate, net | (365) | (212,719) | |
Other non-operating gain, net | (45) | (478) | |
Changes in working capital items: | |||
Accounts receivable, net | 39,192 | 42,183 | |
Prepaid expenses and other current assets | 13,219 | 8,856 | |
Accounts payable | (12,001) | 2,325 | |
Employee compensation and benefits, accrued expenses and other current liabilities | (43,415) | (38,200) | |
Deferred revenue | (1,801) | (90) | |
Income taxes | 44,710 | 100,861 | |
Change in broadcast rights, net of liabilities | 61,642 | (19,913) | |
Deferred income taxes | (219,236) | 40,160 | |
Other, net | 23,471 | 15,019 | |
Net cash provided by operating activities | 171,411 | 186,540 | |
Investing Activities | |||
Capital expenditures | (41,423) | (61,855) | |
Investments | (25) | (3,451) | |
Net proceeds from the sale of business (Note 2) | 557,793 | 0 | |
Proceeds from FCC spectrum auction (Note 4) | 172,102 | 0 | |
Sale of partial interest of equity method investment | 142,552 | 0 | |
Proceeds from sales of real estate and other assets | 61,240 | 507,050 | |
Proceeds from the sale of investments | 5,769 | 0 | |
Distributions from equity investment | 4,608 | 0 | |
Distribution from cost investment | 805 | 0 | |
Transfers from restricted cash | 0 | 297 | |
Net cash provided by investing activities | 903,421 | 442,041 | |
Financing Activities | |||
Long-term borrowings | 202,694 | 0 | |
Repayments of long-term debt | 703,527 | 20,881 | |
Long-term debt issuance costs | (1,689) | (784) | |
Payments of dividends | (564,499) | (68,684) | |
Tax withholdings related to net share settlements of share-based awards | (8,030) | (4,540) | |
Proceeds from stock option exercises | 11,231 | 0 | |
Common stock repurchases | 0 | (149,147) | |
Contributions from noncontrolling interest | 1,318 | 145 | |
Settlements of contingent consideration | 0 | (3,636) | |
Net cash used in financing activities | (1,062,502) | (247,527) | |
Net Increase in Cash and Cash Equivalents | 12,330 | 381,054 | |
Cash and cash equivalents, beginning of period (1) | 590,409 | [1] | 262,644 |
Cash and cash equivalents, end of period | 602,739 | 643,698 | |
Supplemental Schedule of Cash Flow Information | |||
Interest | 130,694 | 137,417 | |
Income taxes, net | $ 105,678 | $ 159,152 | |
[1] | (1)Cash and cash equivalents at the beginning of the nine months ended September 30, 2017 of $590 million are comprised of $578 million of cash and cash equivalents from continuing operations as reflected in the Company’s unaudited Condensed Consolidated Balance Sheets and $13 million of cash and cash equivalents reflected in current assets of discontinued operations, as further described in Note 2. |
Condensed Consolidated Statem10
Condensed Consolidated Statements Of Cash Flows Statement (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations | $ 590,409 | [1] | $ 262,644 | |||
Cash and cash equivalents | $ 602,739 | 577,658 | $ 643,698 | $ 262,644 | ||
Gracenote Companies | Discontinued Operations, Disposed of by Sale | ||||||
Cash and cash equivalents | $ 17,000 | $ 12,751 | ||||
[1] | (1)Cash and cash equivalents at the beginning of the nine months ended September 30, 2017 of $590 million are comprised of $578 million of cash and cash equivalents from continuing operations as reflected in the Company’s unaudited Condensed Consolidated Balance Sheets and $13 million of cash and cash equivalents reflected in current assets of discontinued operations, as further described in Note 2. |
Basis Of Presentation And Signi
Basis Of Presentation And Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016 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 September 30, 2017 and the results of operations and cash flows for the three and nine months ended September 30, 2017 and September 30, 2016 . 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 January 31, 2017, the Company completed the Gracenote Sale (as defined below). The historical results of operations for the businesses included in the Gracenote Sale are presented in discontinued operations for all periods presented (see Note 2 ). Unless indicated otherwise, the information in the notes to the accompanying unaudited condensed consolidated financial statements relates to the Company’s continuing operations. Sinclair Merger Agreement —On May 8, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sinclair Broadcast Group, Inc. (“Sinclair”), providing for the acquisition by Sinclair of all of the outstanding shares of the Company’s Class A common stock (“Class A Common Stock”) and Class B common stock (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) by means of a merger of Samson Merger Sub Inc., a wholly owned subsidiary of Sinclair, with and into Tribune Media Company (the “Merger”), with Tribune Media Company surviving the Merger as a wholly owned subsidiary of Sinclair. In the Merger, each share of the Company’s Common Stock will be converted into the right to receive (i) $35.00 in cash, without interest and less any required withholding taxes (such amount, the “Cash Consideration”), and (ii) 0.2300 (the “Exchange Ratio”) of a validly issued, fully paid and nonassessable share of Class A common stock, $0.01 par value per share (the “Sinclair Common Stock”), of Sinclair (the “Stock Consideration”, and together with the Cash Consideration, the “Merger Consideration”). The Merger Agreement provides that each holder of an outstanding Tribune Media Company stock option (whether or not vested) will receive, for each share of the Company’s Common Stock subject to such stock option, a cash payment equal to the excess, if any, of the value of the Merger Consideration (with the Stock Consideration valued over a specified period prior to the consummation of the Merger) and the exercise price per share of such option, without interest and less any required withholding taxes. Each outstanding Tribune Media Company restricted stock unit award will be converted into a cash-settled restricted stock unit award reflecting a number of shares of Sinclair Common Stock equal to the number of shares of the Company’s Common Stock subject to such award multiplied by a ratio equal to (a) the sum of (i) the Exchange Ratio plus (ii) the Cash Consideration divided by (b) the trading value of the Sinclair Common Stock over a specified period prior to the consummation of the Merger. Otherwise, each such award will continue to be subject to the same terms and conditions as such award was subject prior to the Merger. Each outstanding Tribune Media Company performance stock unit (other than supplemental performance stock units) will automatically become vested at “target” level of performance and will be entitled to receive an amount of cash equal to (a) the number of shares of the Company’s Common Stock that are subject to such unit as so vested multiplied by (b) the sum of (i) the Cash Consideration and (ii) the Exchange Ratio multiplied by the trading value of the Sinclair Common Stock over a specified period prior to the consummation of the Merger without interest and less any required withholding taxes. Each holder of an outstanding Tribune Media Company supplemental performance stock unit that will vest in accordance with its existing terms will be entitled to receive an amount of cash equal to (a) the number of shares of the Company’s Common Stock that are subject to such unit as so vested multiplied by (b) the sum of (i) the Cash Consideration and (ii) the Exchange Ratio multiplied by the trading value of the Sinclair Common Stock over a specified period prior to the consummation of the Merger without interest and less any required withholding taxes. Any supplemental performance stock units that do not vest in accordance with their terms will be canceled without any consideration. Each holder of an outstanding Tribune Media Company deferred stock unit will be entitled to receive an amount of cash equal to (a) the number of shares of the Company’s Common Stock that are subject to such unit multiplied by (b) the sum of (i) the Cash Consideration and (ii) the Exchange Ratio multiplied by the trading value of the Sinclair Common Stock over a specified period prior to the consummation of the Merger without interest and subject to all applicable withholding. Each outstanding Tribune Media Company Warrant will become a warrant exercisable, at its current exercise price, for the Merger Consideration in respect of each share of the Company’s Common Stock subject to the Warrant prior to the Merger. The consummation of the Merger is subject to the satisfaction or waiver of certain customary conditions, including, among others: (i) the approval of the Merger by the Company’s stockholders, (ii) the receipt of approval from the Federal Communications Commission (the “FCC”) and the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the effectiveness of a registration statement on Form S-4 registering the Sinclair Common Stock to be issued in connection with the Merger and no stop order or proceedings seeking the same having been initiated by the Securities and Exchange Commission (the “SEC”), (iv) the listing of the Sinclair Common Stock to be issued in the Merger on the NASDAQ Global Select Market and (v) the absence of certain legal impediments to the consummation of the Merger. On September 6, 2017, Sinclair’s registration statement on Form S-4 registering the Sinclair Common Stock to be issued in the Merger was declared effective by the SEC. On October 19, 2017, holders of a majority of the outstanding shares of the Company’s Class A Common Stock and Class B Common Stock, voting as a single class, voted on and approved the Merger Agreement and the transactions contemplated by the Merger Agreement at a duly called special meeting of Tribune shareholders. The applications seeking FCC approval of the transactions contemplated by the Merger Agreement (the “Applications”) were filed on June 26, 2017, and the FCC issued a public notice of the filing of the Applications and establishing a comment cycle on July 6, 2017. Several petitions to deny the Applications, and numerous other comments, both opposing and supporting the transaction, were filed in response to the public notice. Sinclair and Tribune jointly filed an opposition to the petitions to deny on August 22, 2017 (the “Joint Opposition”). Petitioners and others filed replies to the Joint Opposition on August 29, 2017. On September 14, 2017, the FCC’s Media Bureau issued a Request for Information (“RFI”) seeking additional information regarding certain matters discussed in the Applications. Sinclair submitted a response to the RFI on October 5, 2017. On October 18, 2017, the FCC’s Media Bureau issued a public notice pausing the FCC’s 180 -day transaction review “shot-clock” for 15 days to afford interested parties an opportunity to comment on the response to the RFI. On August 2, 2017, the Company received a request for additional information and documentary material, often referred to as a “second request,” from the United States Department of Justice (the “DOJ”) in connection with the Merger Agreement. The second request was issued under the HSR Act. Sinclair received a substantively identical request for additional information and documentary material from the DOJ in connection with the transactions contemplated by the Merger Agreement. Issuance of the second request extends the waiting period under the HSR Act until 30 days after Sinclair and the Company have substantially complied with the second request, unless the waiting period is terminated earlier by the DOJ or the parties voluntarily extend the time for closing. The parties entered into an agreement with the DOJ on September 15, 2017, by which they agreed not to consummate the Merger Agreement before December 31, 2017, or 60 days following the date on which both parties have certified compliance with the second request, whichever is later. On October 30, 2017, the parties agreed to extend the date before which they may not consummate the Merger Agreement to January 30, 2018. Sinclair’s and the Company’s respective obligation to consummate the Merger are also subject to certain additional customary conditions, including (i) material accuracy of representations and warranties in the Merger Agreement of the other party, (ii) performance by the other party of its covenants in the Merger Agreement in all material respects and (iii) since the date of the Merger Agreement, no material adverse effect with respect to the other party having occurred. If the Merger Agreement is terminated in connection with the Company entering into a definitive agreement with respect to a superior proposal, as well as under certain other circumstances, the termination fee payable by the Company to Sinclair will be $135.5 million . If the Merger Agreement is terminated (i) by either the Company or Sinclair because the Merger has not occurred by the end date described below or (ii) by Sinclair in respect of a willful breach of the Company’s covenants or agreements that would give rise to the failure of a closing condition that is incapable of being cured within the time periods prescribed by the Merger Agreement, and an alternative acquisition proposal has been made to the Company and publicly announced and not withdrawn prior to the termination, and within twelve months after termination of the Merger Agreement, the Company enters into a definitive agreement with respect to an alternative acquisition proposal (and subsequently consummates such transaction) or consummates a transaction with respect to an alternative acquisition proposal, the Company will pay Sinclair $135.5 million less Sinclair’s costs and expenses paid. In addition to the foregoing termination rights, either party may terminate the Merger Agreement if the Merger is not consummated on or before May 8, 2018, with an automatic extension to August 8, 2018, if necessary to obtain regulatory approval under circumstances specified in the Merger Agreement. Change in Accounting Principles —In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718).” The Company adopted ASU 2016-09 on January 1, 2017. The Company made a policy election to account for forfeitures of equity awards as they occur and implemented this provision using a modified retrospective transition method. The cumulative-effect adjustment to retained earnings in the first quarter of 2017 as a result of this election was immaterial. The Company adopted the other provisions of ASU 2016-09 on a prospective basis. The adoption of these provisions did not have a material impact on the Company’s unaudited condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350).” The Company adopted the standard on a prospective basis, effective January 1, 2017. The standard simplifies the subsequent measure of goodwill by eliminating Step 2 from the goodwill impairment test. Under ASU 2017-04, companies should recognize an impairment charge for the amount the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized cannot exceed the total goodwill allocated to that reporting unit. The adoption of this standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718).” The Company adopted the standard on a prospective basis, effective April 1, 2017. The standard addresses the diversity in practice of when companies apply modification accounting when there are changes in terms or conditions to share-based payment awards. The guidance states that a company should consider changes as a modification unless all of the following are met (i) there is no change in the fair value of the award as a result of the modification, (ii) the vesting conditions have not changed and (iii) the classification of the award as an equity instrument or a liability instrument has not changed. The adoption of this standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements. Derivative Instruments —The Company’s earnings and cash flows are subject to fluctuations due to changes in interest rates. The Company’s risk management policy allows for the use of derivative financial instruments to manage interest rate exposures and does not permit derivatives to be used for speculative purposes. The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking the derivatives designated as cash flow hedges to specific forecasted transactions or variability of cash flow. The Company also formally assesses, both at hedge inception and on an ongoing basis, whether the designated derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flow of hedged items as well as monitors the credit worthiness of the counterparties to ensure no issues exist which would affect the value of the derivatives. When a derivative is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, the Company discontinues hedge accounting prospectively, in accordance with derecognition criteria for hedge accounting. The Company records derivative financial instruments at fair value in its unaudited Condensed Consolidated Balance Sheets in either other current liabilities or other noncurrent assets. Changes in the fair value of a derivative that is designated as a cash flow hedge, to the extent that the hedge is effective, are recorded in accumulated other comprehensive (loss) income and reclassified to earnings when the hedged item affects earnings. Cash flows from derivative financial instruments are classified in the unaudited Condensed Consolidated Statements of Cash Flows based on the nature of the derivative contract. 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, 2016 . 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 FCC related to the Company’s acquisition of Local TV, LLC on December 27, 2013 (the “Local TV Acquisition”). See Note 1 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 for additional information. The Company’s unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2017 and September 30, 2016 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 September 30, 2017 and September 30, 2016 were $17 million and for each of the nine months ended September 30, 2017 and September 30, 2016 , were $52 million . Operating profits of the Dreamcatcher stations included in the Company’s unaudited Condensed Consolidated Statements of Operations for each of the three months ended September 30, 2017 and September 30, 2016 were $3 million and for the nine months ended September 30, 2017 and September 30, 2016 , were $8 million and $10 million , respectively. In the third quarter of 2017, Dreamcatcher received a payment from the counterparty of approximately $21 million as one of the Dreamcatcher stations will act as host in a spectrum sharing arrangement. The payment has been deferred and will begin to be amortized to the unaudited Condensed Consolidated Statement of Operations upon commencement of the sharing arrangement. See Note 9 for additional information regarding the Company’s participation in the FCC spectrum auction . During the third quarter of 2017, the Company used $12.6 million of after-tax proceeds from the FCC spectrum auction to prepay the Dreamcatcher Credit Facility, as further described in Note 7 . The Company’s unaudited Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 include the following assets and liabilities of the Dreamcatcher stations (in thousands): September 30, 2017 December 31, 2016 Property, plant and equipment, net $ 23 $ 91 Broadcast rights 3,545 2,634 Other intangible assets, net 74,546 82,442 Other assets 8,140 134 Total Assets $ 86,254 $ 85,301 Debt due within one year $ — $ 4,003 Contracts payable for broadcast rights 3,544 2,758 Long-term debt — 10,767 Long-term deferred revenue 20,312 — Other liabilities 661 85 Total Liabilities $ 24,517 $ 17,613 New Accounting Standard s—In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815).” The standard simplifies the application of the hedge accounting guidance and enables entities to better portray the economic results of their risk management activities in the financial statements. The new guidance eliminates the requirement and the ability to separately record ineffectiveness on cash flow and net investment hedges and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The standard requires certain additional disclosures that focus on the effect of hedge accounting whereas the disclosure of hedge ineffectiveness is eliminated. The amendments expand the types of permissible hedging strategies. Additionally, the amendment makes the hedge documentation and effectiveness assessment less complex. The standard is effective for fiscal years beginning after December 15, 2018, and the interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2017-12 related to cash flow hedge relationships that exist on the date of adoption should be applied using a modified retrospective approach with the cumulative effect of initially applying ASU 2017-12 at the date of initial application. The presentation and disclosure requirements apply prospectively. The Company is currently evaluating the impact of adopting ASU 2017-12 on its consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715).” The standard changes how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the net periodic benefit cost in the statement of operations. Under the new guidance, employers are required to present the service cost component of net periodic benefit cost in the same statement of operations caption as other employee compensation costs arising from services rendered during the period. Employers are required to present the other components of the net periodic benefit cost separately from the caption that includes the service costs and outside of any subtotal of operating profit and are required to disclose the caption used to present the other components of net periodic benefit cost, if not presented separately on the statement of operations. Additionally, only the service cost component will be eligible for capitalization in assets. The standard is effective for fiscal years beginning after December 15, 2017, and the interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2017-07 must be applied retrospectively. Upon adoption, the Company is required to provide the relevant disclosures under Topic 250, Accounting Changes and Error Corrections. The Company is currently evaluating the impact of adopting ASU 2017-07 on its consolidated financial statements. In February 2017, the FASB issued ASU No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20).” The standard clarifies that ASC 610-20 provides guidance for recognizing gains and losses from the transfer of nonfinancial assets and in substance nonfinancial assets in contracts with noncustomers. As a result of the new guidance, the guidance specific to real estate sales in ASC 360-20 will be eliminated. Instead, sales and partial sales of real estate will be subject to the same recognition model as all other nonfinancial assets. The standard is effective for fiscal years beginning after December 15, 2017, and the interim periods within those fiscal periods. Early adoption is permitted. The amendments in ASU 2017-05 may be applied either retrospectively to each prior period presented or retrospectively with the cumulative effect of initially applying ASU 2017-05 at the date of initial application. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230).” The standard addresses the diversity in classification and presentation of changes in restricted cash on the statement of cash flows. The standard requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. In addition, transfers between cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents are not reported as cash flow activities. The standard also requires additional disclosures related to a reconciliation of the balance sheet line items related to cash, cash equivalents, restricted cash and restricted cash equivalents to the statement of cash flows, which can be presented either on the face of the statement of cash flows or separately in the notes to the financial statements. The amendments in this ASU should be applied using a retrospective transition method to each period presented. The standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230).” The standard addresses several specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash activities are presented and classified in the statement of cash flows. The cash flow issues addressed include debt prepayment or extinguishment costs, settlement of debt instruments with coupon rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, distributions received from equity method investees and cash receipts and payments that may have aspects of more than one class of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, 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 impact of adopting ASU 2016-15 on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The standard requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of “probable” has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset’s origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-13 on its consolidated financial statements. In 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, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s 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, and 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. In December 2016, the FASB issued ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” to clarify or to correct unintended application of the Topic 606, including disclosure requirements related to performance obligations. The amendments in ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 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, ASU 2016-12 and ASU 2016-20 at the date of initial application. The Company is currently evaluating the impact of adopting ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 on its consolidated financial statements. The Company will adopt the new revenue guidance effective January 1, 2018 using the modified retrospective transition method applied to those contracts which were not completed at that date. A project plan was created, consisting of an assessment and implementation phase, which in |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure | NOTE 2: DISCONTINUED OPERATIONS Sale of Digital and Data Businesses —On December 19, 2016, the Company entered into a definitive share purchase agreement (the “Gracenote SPA”) with Nielsen Holding and Finance B.V. (“Nielsen”) to sell equity interests in substantially all of the Digital and Data business operations, which includes Gracenote Inc., Gracenote Canada, Inc., Gracenote Netherlands Holdings B.V., Tribune Digital Ventures LLC and Tribune International Holdco, LLC (the “Gracenote Companies”), for $560 million in cash, subject to certain purchase price adjustments (the “Gracenote Sale”). The Company retained its ownership of Covers Media Group (“Covers”), which was previously included in the Digital and Data reportable segment, and reclassified Covers’ previously reported amounts into the Television and Entertainment reportable segment to conform to the current segment presentation; the impact of this reclassification was immaterial. The Gracenote Sale was completed on January 31, 2017 and the Company received gross proceeds of $581 million . In the second quarter of 2017, the Company received additional proceeds of $3 million as a result of purchase price adjustments. In the nine months ended September 30, 2017 , the Company recognized a pretax gain of $35 million as a result of the Gracenote Sale. On February 1, 2017, the Company used $400 million of proceeds from the Gracenote Sale to prepay a portion of its Term Loan Facility (as defined and described in Note 7 ). As of December 31, 2016, the assets and liabilities of the businesses included in the Gracenote Sale are reflected as assets and liabilities of discontinued operations in the Company’s unaudited Condensed Consolidated Balance Sheets, and the operating results are presented as discontinued operations in the Company’s unaudited Condensed Consolidated Statements of Operations and unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for all periods presented. The Company entered into a transition services agreement (the “Nielsen TSA”) and certain other agreements with Nielsen that govern the relationships between Nielsen and the Company following the Gracenote Sale. The Company and Nielsen have extended their respective transitional services through November 30, 2017. Upon mutual agreement between the Company and Nielsen, the Nielsen TSA may be extended further. Pursuant to the Nielsen TSA, the Company provides Nielsen with certain specified services on a transitional basis, including support in areas such as human resources, treasury, technology, legal and finance. In addition, the Nielsen TSA outlines the services that Nielsen provides to the Company on a transitional basis, including in areas such as human resources, technology, and finance and other areas where the Company may need assistance and information following the Gracenote Sale. The charges for the transition services generally allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the services, plus, in some cases, the allocated direct costs of providing the services, generally without profit. Based on the Company’s assessment of the specific factors identified in ASC Topic 205, “Presentation of Financial Statements,” the Company concluded that it will not have significant continuing involvement in the Gracenote Companies. The following table shows the components of the results from discontinued operations associated with the Gracenote Sale as reflected in the unaudited Condensed Consolidated Statements of Operations (in thousands): Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 (1) September 30, 2016 Operating revenues $ — $ 48,579 $ 18,168 $ 148,055 Direct operating expenses — 19,921 7,292 55,477 Selling, general and administrative — 28,733 15,349 84,083 Depreciation (2) — 3,946 — 9,894 Amortization (2) — 7,728 — 23,192 Operating loss — (11,749 ) (4,473 ) (24,591 ) Interest income — 57 16 83 Interest expense (3) — (3,826 ) (1,261 ) (11,497 ) Loss before income taxes — (15,518 ) (5,718 ) (36,005 ) Pretax gain on the disposal of discontinued operations — — 34,510 — Total pretax (loss) income on discontinued operations — (15,518 ) 28,792 (36,005 ) Income tax (benefit) expense (4) — (7,444 ) 13,753 (14,987 ) (Loss) income from discontinued operations, net of taxes $ — $ (8,074 ) $ 15,039 $ (21,018 ) (1) Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. (2) No depreciation expense or amortization expense was recorded by the Company in 2017 as the Gracenote Companies’ assets were held for sale as of December 31, 2016. (3) The Company used $400 million of proceeds from the Gracenote Sale to prepay a portion of its outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 7 ). Interest expense associated with the Company’s outstanding Term Loan Facility was allocated to discontinued operations based on the ratio of the $400 million prepayment to the total outstanding indebtedness under the Term Loan Facility in effect in each respective period. (4) The effective tax rates on pretax (loss) income from discontinued operations were 48.0% for the three months ended September 30, 2016 , 47.8% for the nine months ended September 30, 2017 and 41.6% for the nine months ended September 30, 2016 . The 2017 rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit), foreign tax rate differences, and an adjustment relating to the sale of the Gracenote Companies. The 2016 rates differ from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit) and foreign tax rate differences. The results of discontinued operations include selling costs and transactions costs, including legal and professional fees incurred by the Company to complete the Gracenote Sale, of $10 million and $1 million for the nine months ended September 30, 2017 and September 30, 2016 , respectively. The following is a summary of the assets and liabilities of discontinued operations (in thousands): December 31, 2016 Carrying Amounts of Major Classes of Current Assets Included as Part of Discontinued Operations Cash and cash equivalents $ 12,751 Accounts receivable, net 38,727 Prepaid expenses and other 11,127 Total current assets of discontinued operations 62,605 Carrying Amounts of Major Classes of Non-Current Assets Included as Part of Discontinued Operations Property, plant and equipment, net 49,348 Goodwill 333,258 Other intangible assets, net 219,287 Other long-term assets 6,260 Total non-current assets of discontinued operations 608,153 Total Assets Classified as Discontinued Operations in the Unaudited Condensed Consolidated Balance Sheets $ 670,758 Carrying Amounts of Major Classes of Current Liabilities Included as Part of Discontinued Operations Accounts payable $ 6,237 Employee compensation and benefits 17,011 Deferred revenue 27,113 Accrued expenses and other current liabilities 3,923 Total current liabilities of discontinued operations 54,284 Carrying Amounts of Major Classes of Non-Current Liabilities Included as Part of Discontinued Operations Deferred income taxes 89,029 Postretirement, medical, life and other benefits 2,786 Other obligations 3,499 Total non-current liabilities discontinued operations 95,314 Total Liabilities Classified as Discontinued Operations in the Unaudited Condensed Consolidated Balance Sheets $ 149,598 Net Assets Classified as Discontinued Operations $ 521,160 The Gracenote SPA provides for indemnification against specified losses and damages which became effective upon completion of the transaction. The Company does not expect to incur material costs in connection with these indemnifications. The Company has no material contingent liabilities relating to the Gracenote Sale as of September 30, 2017 . The following table represents the components of the results from discontinued operations associated with the Gracenote Sale as reflected in the Company’s unaudited Condensed Consolidated Statements of Cash Flows (in thousands): Nine Months Ended September 30, 2017 (1) September 30, 2016 Significant operating non-cash items: Stock-based compensation $ 1,992 $ 3,066 Depreciation (2) — 9,894 Amortization (2) — 23,192 Significant investing items (3): Capital expenditures 1,578 16,514 Net proceeds from the sale of business (4) 557,793 — Significant financing items (3): Settlements of contingent consideration — (3,636 ) (1) Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. (2) No depreciation expense or amortization expense was recorded by the Company in 2017 as the Gracenote Companies’ assets were held for sale as of December 31, 2016. (3) Non-cash investing and financing activities of Digital and Data businesses included in the Gracenote Sale were immaterial. (4) Net proceeds from the sale of business reflects the gross proceeds from the Gracenote sale of $584 million , net of $17 million of the Gracenote Companies’ cash and cash equivalents included in the sale and $9 million of selling costs. |
Changes in Operations
Changes in Operations | 9 Months Ended |
Sep. 30, 2017 | |
Changes in Operations [Abstract] | |
Changes in Operations | NOTE 3: CHANGES IN OPERATIONS Employee Reductions —The Company recorded pretax charges, primarily consisting of employee severance costs and associated termination benefits and related expenses, totaling less than $1 million and $7 million for the three months ended September 30, 2017 and September 30, 2016 , respectively, and $5 million and $8 million in the nine months ended September 30, 2017 and September 30, 2016 , respectively. These charges are included in direct operating expenses or selling, general and administrative expenses (“SG&A”), as appropriate, in the Company’s unaudited Condensed Consolidated Statements of Operations. The following table summarizes these severance and related charges by business segment for the three and nine months ended September 30, 2017 and September 30, 2016 (in thousands): Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Television and Entertainment $ 78 $ 6,844 $ 4,413 $ 6,865 Corporate and Other 33 408 107 1,157 Total $ 111 $ 7,252 $ 4,520 $ 8,022 Severance and related expenses included in (loss) income from discontinued operations, net of taxes totaled less than $1 million for each of the three and nine months ended September 30, 2016 . Changes to the accrued liability for severance and related expenses during the nine months ended September 30, 2017 were as follows (in thousands): Balance at December 31, 2016 $ 8,981 Additions 4,520 Payments and other (7,637 ) Balance at September 30, 2017 $ 5,864 |
Assets Held For Sale and Sales
Assets Held For Sale and Sales of Real Estate | 9 Months Ended |
Sep. 30, 2017 | |
Assets Held-for-sale, Not Part of Disposal Group [Abstract] | |
Assets Held For Sale and Sales of Real Estate | NOTE 4: REAL ESTATE SALES AND ASSETS HELD FOR SALE Assets Held for Sale —Assets held for sale in the Company’s unaudited Condensed Consolidated Balance Sheets consisted of the following (in thousands): September 30, 2017 December 31, 2016 Real estate $ 54,288 $ 17,176 FCC licenses 38,900 — Total assets held for sale $ 93,188 $ 17,176 Real Estate Assets Held for Sale —As of September 30, 2017 , the Company had two real estate properties held for sale. The Company recorded charges of $1 million in the three months ended September 30, 2016 and $1 million and $15 million in the nine months ended September 30, 2017 and September 30, 2016 , respectively, to write down certain properties to their estimated fair value, less the expected selling costs, which were determined based on certain assumptions and judgments that are Level 3 within the fair value hierarchy. These charges are included in SG&A in the Company’s unaudited Condensed Consolidated Statements of Operations. Sales of Real Estate —In the nine months ended September 30, 2017 and September 30, 2016, the Company sold several properties for net pretax proceeds totaling $61 million and $505 million , respectively, and recognized a net pretax gain of less than $1 million for the three and nine months ended September 30, 2017 and $213 million in the three and nine months ended September 30, 2016, as further described below. The Company defines net proceeds as pretax cash proceeds on the sale of properties, net of associated selling costs. On January 26, 2017, the Company sold its Denver, CO property for net proceeds of $23 million , which approximated the carrying value, and entered into a lease for the property. On January 31, 2017, the Company sold one of its Chicago, IL properties for net proceeds of $22 million and entered into a lease with a term of 10 years, subject to renewal, retaining the use of more than a minor portion of the property. The Company recorded a deferred pretax gain of $13 million on the sale, which will be amortized over the life of the lease in accordance with sale-leaseback accounting guidance. On April 21, 2017, the Company sold two of its Chicago, IL properties for net proceeds of less than $1 million . On May 22, 2017, the Company sold two of its Baltimore, MD properties for net proceeds of $15 million which approximated their respective carrying values. On August 4, 2017, the Company sold its Williamsburg, VA property for net proceeds of $1 million , which approximated its carrying value. As of November 8, 2017 , the Company has agreements for the sales of certain properties located in Costa Mesa, CA and Fort Lauderdale, FL. These transactions are expected to close during the fourth quarter of 2017. However, the closing of these transactions is subject to certain adjustments and customary closing conditions and there can be no assurance that these sales will be completed in a timely manner or at all. On May 2, 2016, the Company sold its Deerfield Beach, FL property for net proceeds of $24 million and on June 2, 2016, the Company sold its Allentown, PA property for net proceeds of $8 million . In the second quarter of 2016, the Company recorded a net loss of less than $1 million on the sale of these properties that is included in SG&A. On July 7, 2016, the Company sold its Seattle, WA property for net proceeds of $19 million and entered into a lease retaining the use of more than a minor portion of the property. The Company recorded a deferred pretax gain of $8 million on the sale which will be amortized over the life of the lease due to the transaction being a sale-leaseback. On July 12, 2016, the Company sold two of its Orlando, FL properties for net proceeds of $34 million and recorded a pretax gain of $2 million . On July 14, 2016, the Company sold its Arlington Heights, IL property for net proceeds of $0.4 million . On September 26, 2016, the Company sold Tribune Tower and the north block of the Los Angeles Times Square property (“LA Times Property”) for net proceeds of $200 million and $102 million , respectively, and recognized a pretax gain of $93 million and $59 million , respectively. Pursuant to the terms of the sale agreements, the Company could receive contingent payments of up to an additional $35 million related to the Tribune Tower transaction and an additional $10 million related to the LA Times Property transaction. For both the Tribune Tower and LA Times Property sales, the contingent payments become payable if certain conditions are met pertaining to development rights related to the respective buyer’s plans for development of portions of the two properties. The contingency period for both properties ends five years from the sale date with the possibility of extension in certain circumstances. On September 27, 2016, the Company sold the Olympic Printing Plant facility for net proceeds of $119 million and recognized a pretax gain of $59 million . FCC Licenses Held for Sale —As of September 30, 2017 , certain FCC licenses that were part of the FCC spectrum auction are included in assets held for sale. The gross proceeds received for these licenses totaled $172 million , which is currently reflected in other current liabilities in the Company’s unaudited Condensed Consolidated Balance Sheet at September 30, 2017 . The Company expects to recognize a net gain of approximately $133 million at the time the spectrum associated with these licenses is relinquished to the FCC. See Note 9 for additional information regarding the Company’s participation in the FCC spectrum auction . |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Other Intangible Assets and Liabilities | NOTE 5: GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and other intangible assets consisted of the following (in thousands): September 30, 2017 December 31, 2016 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 $ (62,938 ) $ 149,062 $ 212,000 $ (53,000 ) $ 159,000 Advertiser relationships (useful life of 8 years) 168,000 (99,750 ) 68,250 168,000 (84,000 ) 84,000 Network affiliation agreements (useful life of 5 to 16 years) 362,000 (164,934 ) 197,066 362,000 (133,725 ) 228,275 Retransmission consent agreements (useful life of 7 to 12 years) 830,100 (354,524 ) 475,576 830,100 (286,994 ) 543,106 Other (useful life of 5 to 15 years) 16,524 (6,111 ) 10,413 15,448 (4,695 ) 10,753 Total $ 1,588,624 $ (688,257 ) 900,367 $ 1,587,548 $ (562,414 ) 1,025,134 Other intangible assets not subject to amortization FCC licenses 740,300 779,200 Trade name 14,800 14,800 Total other intangible assets, net 1,655,467 1,819,134 Goodwill 3,228,869 3,227,930 Total goodwill and other intangible assets $ 4,884,336 $ 5,047,064 The changes in the carrying amounts of intangible assets, which are in the Company’s Television and Entertainment segment, during the nine months ended September 30, 2017 were as follows (in thousands): Other intangible assets subject to amortization Balance as of December 31, 2016 $ 1,025,134 Amortization (125,662 ) Balance sheet reclassifications 86 Foreign currency translation adjustment 809 Balance as of September 30, 2017 $ 900,367 Other intangible assets not subject to amortization Balance at December 31, 2016 $ 794,000 Reclassification to assets held for sale (1) (38,900 ) Balance as of September 30, 2017 $ 755,100 Goodwill Gross balance as of December 31, 2016 $ 3,608,930 Accumulated impairment losses at December 31, 2016 (381,000 ) Balance at December 31, 2016 3,227,930 Foreign currency translation adjustment 939 Balance as of September 30, 2017 $ 3,228,869 Total goodwill and other intangible assets as of September 30, 2017 $ 4,884,336 (1) See Note 4 for additional information regarding FCC licenses reclassified to assets held for sale. Amortization expense relating to amortizable intangible assets is expected to be approximately $42 million for the remainder of 2017 , $167 million in 2018 , $140 million in 2019 , $134 million in 2020 , $103 million in 2021 and $84 million in 2022 . |
Investments
Investments | 9 Months Ended |
Sep. 30, 2017 | |
Investments [Abstract] | |
Investments | NOTE 6: INVESTMENTS Investments consisted of the following (in thousands): September 30, 2017 December 31, 2016 Equity method investments $ 1,247,914 $ 1,642,117 Cost method investments 25,943 26,748 Marketable equity securities — 6,018 Total investments $ 1,273,857 $ 1,674,883 Equity Method Investments —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 Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Income from equity investments, net, before amortization of basis difference $ 33,609 $ 45,381 $ 139,808 $ 155,254 Amortization of basis difference (12,551 ) (13,644 ) (40,952 ) (40,959 ) Income from equity investments, net $ 21,058 $ 31,737 $ 98,856 $ 114,295 As discussed in Note 8 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 , the carrying value of the Company’s investments was increased by $1.615 billion to a fair value aggregating $2.224 billion as a result of fresh start reporting adopted on the Effective Date (as defined in Note 9 ). 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 “Business Combinations.” 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. The remaining identifiable net intangible assets subject to amortization of basis difference as of September 30, 2017 totaled $698 million and have a weighted average remaining useful life of approximately 16 years. Cash distributions from the Company’s equity method investments were as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Cash distributions from equity investments $ 32,911 $ 17,953 $ 182,561 $ 143,557 TV Food Network —The Company’s 31% investment in Television Food Network, G.P. (“TV Food Network”) totaled $1.215 billion and $1.279 billion at September 30, 2017 and December 31, 2016 , respectively. The Company recognized equity income from TV Food Network of $26 million and $24 million for the three months ended September 30, 2017 and September 30, 2016 , respectively, and equity income of $103 million and $94 million for the nine months ended September 30, 2017 and September 30, 2016 , respectively. The Company received cash distributions from TV Food Network of $17 million and $18 million for the three months ended September 30, 2017 and September 30, 2016 , respectively, and cash distributions of $167 million and $144 million in the nine months ended September 30, 2017 and September 30, 2016 , respectively. CareerBuilder —The Company’s investment in CareerBuilder, LLC (through its investment in Camaro Parent, LLC) (“CareerBuilder”) totaled $11 million and $341 million at September 30, 2017 and December 31, 2016 , respectively. The Company recognized an equity loss from CareerBuilder of $5 million for the three months ended September 30, 2017 and equity income of $8 million for the three months ended September 30, 2016 , and an equity loss, excluding impairment charges, of $3 million for the nine months ended September 30, 2017 and equity income of $22 million for the nine months ended September 30, 2016 . On September 7, 2016, TEGNA Inc. (“TEGNA”) announced that it began evaluating strategic alternatives for CareerBuilder, including a possible sale. In March 2017, the range of possible outcomes was narrowed and based on operating performance and updated bids received by TEGNA, the Company determined that there was sufficient indication that the carrying value of its investment in CareerBuilder may be impaired. As of the assessment date in the first quarter of 2017, the carrying value of the Company’s investment in CareerBuilder included $72 million of unamortized basis difference that the Company recorded as a result of fresh start reporting discussed above. In the first quarter of 2017, the Company recorded a non-cash pretax impairment charge of $122 million to write down its investment in CareerBuilder, which eliminated the remaining fresh start reporting basis difference. The write down resulted from a decline in the fair value of the investment that the Company determined to be other than temporary. On June 19, 2017, TEGNA announced that it entered into an agreement (the “CareerBuilder Sale Agreement”), together with the other owners of CareerBuilder, including Tribune Media Company, to sell a majority interest in CareerBuilder to an investor group led by investment funds managed by affiliates of Apollo Global Management, LLC and the Ontario Teachers’ Pension Plan Board. As a result, in the second quarter of 2017, the Company recorded an additional non-cash pretax impairment charge of $59 million to further write down its investment in CareerBuilder based on the transaction value contemplated in the CareerBuilder Sale Agreement, subject to certain purchase price adjustments. The transaction closed on July 31, 2017 and the Company received cash of $158 million , which included an excess cash distribution of $16 million . The Company recognized a gain on sale of $6 million in the third quarter of 2017. Subsequent to the sale, the Company’s ownership in CareerBuilder declined from 32% to approximately 7% , on a fully diluted basis. Pursuant to ASC Topic 323 “Investments - Equity Method and Joint Ventures,” the Company continues to account for CareerBuilder as an equity method investment. In the nine months ended September 30, 2017 , the total non-cash pretax impairment charges to write down the Company’s investment in CareerBuilder totaled $181 million . The impairment charges resulted from declines in the fair value of the investment that the Company determined to be other than temporary. The investment constitutes a nonfinancial asset measured at fair value on a nonrecurring basis in the Company’s unaudited Condensed Consolidated Balance Sheets and is classified as a Level 3 asset in the fair value hierarchy. See Note 8 for a description of the fair value hierarchy’s three levels. Dose Media —The Company’s 25% investment in Dose Media, LLC (“Dose Media”) totaled $11 million and $12 million at September 30, 2017 and December 31, 2016 , respectively. Summarized Financial Information —Summarized financial information for TV Food Network is as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Revenues, net $ 274,754 $ 275,758 $ 880,868 $ 851,209 Operating income $ 157,207 $ 150,471 $ 547,363 $ 520,848 Net income $ 123,009 $ 116,431 $ 447,348 $ 421,961 Summarized financial information for CareerBuilder and Dose Media is as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Revenues, net $ 165,961 $ 182,339 $ 505,383 $ 537,347 Operating (loss) income $ (9,661 ) $ 26,482 $ 373 $ 70,671 Net (loss) income $ (14,090 ) $ 26,396 $ (842 ) $ 70,758 Marketable Equity Securities —As further described in Note 2 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 , on August 4, 2014, the Company completed the Publishing Spin-off and retained 381,354 shares of tronc, Inc. (“tronc”) common stock, representing at that time 1.5% of the outstanding common stock of tronc. As of December 31, 2016, shares of tronc common stock were classified as available-for-sale securities. On January 31, 2017, the Company sold its tronc shares for net proceeds of $5 million and recognized a pretax gain of $5 million . 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 8 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 , 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. Variable Interests —At September 30, 2017 and December 31, 2016 , 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, 2016 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 $5 million at both September 30, 2017 and December 31, 2016 . 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 financial position and results of operations of the VIE as of and for the nine months ended September 30, 2017 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 | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 7: DEBT Debt consisted of the following (in thousands): September 30, 2017 December 31, 2016 Term Loan Facility Term B Loans due 2020, effective interest rate of 3.84% and 3.82%, net of unamortized discount and debt issuance costs of $2,059 and $31,230 $ 187,566 $ 2,312,218 Term C Loans due 2024, effective interest rate of 3.85%, net of unamortized discount and debt issuance costs of $22,653 1,643,239 — 5.875% Senior Notes due 2022, net of debt issuance costs of $13,351 and $15,437 1,086,649 1,084,563 Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount and debt issuance costs of $80 — 14,770 Total debt 2,917,454 3,411,551 Less: Debt due within one year — 19,924 Long-term debt, net of current portion $ 2,917,454 $ 3,391,627 Secured Credit Facility —On December 31, 2016 , the Company’s secured credit facility (the “Secured Credit Facility”) consisted of a term loan facility (the “Term Loan Facility”), under which $2.343 billion of term B loans (the “Term B Loans”) were outstanding, and a $300 million revolving credit facility (the “Revolving Credit Facility”). At December 31, 2016 , there were no borrowings outstanding under the Revolving Credit Facility; however, there were standby letters of credit outstanding of $23 million , primarily in support of the Company’s workers’ compensation insurance programs. See Note 9 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 for further information and significant terms and conditions associated with the Term Loan Facility and the Revolving Credit Facility, including but not limited to interest rates, repayment terms, fees, restrictions and affirmative and negative covenants. 2017 Amendment On January 27, 2017, the Company entered into an amendment (the “2017 Amendment”) to the Secured Credit Facility, pursuant to which, among other things, (i) certain term lenders converted a portion of their Term B Loans outstanding immediately prior to the closing of the 2017 Amendment (the “Former Term B Loans”) into a new tranche of term loans in an aggregate amount (after giving effect to the Term Loan Increase Supplement (as defined below)) of approximately $1.761 billion (the “Term C Loans”), electing to extend the maturity date of the Term C Loans from December 27, 2020 to the earlier of (A) January 27, 2024 and (B) solely to the extent that more than $600 million in aggregate principal amount of the Company’s 5.875% Senior Notes due 2022 remain outstanding on such date, the date that is 91 days prior to July 15, 2022 (as such date may be extended from time to time) and (ii) certain revolving lenders under the Revolving Credit Facility converted all of their revolving commitments into a new tranche of revolving commitments (the “New Initial Revolving Credit Commitments;” the existing tranche of revolving commitments of the remaining revolving lenders, the “Existing Revolving Tranche”), electing to extend the maturity date of the New Initial Revolving Credit Commitments from December 27, 2018 to January 27, 2022. Under the Secured Credit Facility, the Term C Loans bear interest, at the Company’s election, at a rate per annum equal to either (i) the sum of 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% . Under the Revolving Credit Facility, the loans made pursuant to a New Initial Revolving Credit Commitments bear interest initially, at the Company’s election, at a rate per annum equal to either (i) the sum of Adjusted LIBOR, subject to a minimum rate of zero , 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% . The interest rate and other terms specific to the Term B Loans and Existing Revolving Tranche were unchanged by the 2017 Amendment. The Term C Loans and the New Initial Revolving Credit Commitments are secured by the same collateral and guaranteed by the same guarantors as the Former Term B Loans. Voluntary prepayments of the Term C 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 six months after the 2017 Amendment. The Revolving Credit Facility includes a covenant that 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 35% of the aggregate amount of revolving commitments as of the date of the 2017 Amendment (after giving effect to Revolving Credit Facility Increase (as defined below)). The other terms of the Term C Loans and the New Initial Revolving Credit Commitments are also generally the same as the terms of the Former Term B Loans and the Existing Revolving Tranche, as applicable. A portion of each of the Former Term B Loans and the Existing Revolving Tranche remained in place following the 2017 Amendment and each will mature on its respective existing maturity date. Concurrent with the 2017 Amendment, the Company entered into certain interest rate swaps with a notional value of $500 million to hedge variable rate interest payments associated with the Term C Loans due under the 2017 Amendment. See Note 8 for further information on the interest rate swaps. On January 27, 2017, immediately following effectiveness of the 2017 Amendment, the Company increased (A) the amount of its Term C Loans pursuant to an Increase Supplement (the “Term Loan Increase Supplement”) between the Company and the term lender party thereto and (B) the amount of commitments under its Revolving Credit Facility from $300 million to $420 million (the “Revolving Credit Facility Increase”), pursuant to (i) an Increase Supplement, among the Company and certain existing revolving lenders and (ii) a Lender Joinder Agreement, among the Company, a new revolving lender and JPMorgan Chase Bank N.A., as administrative agent. In connection with the 2017 Amendment of the Revolving Credit Facility, the Company incurred fees of $2 million , all of which were deferred. At September 30, 2017 , there were no borrowings outstanding under the Revolving Credit Facility, however, there were $21 million of standby letters of credit outstanding, primarily in support of the Company’s workers’ compensation insurance programs. As of the date of the 2017 Amendment, the aggregate unamortized debt issuance costs related to the Term Loan Facility totaled $25 million and unamortized discount totaled $6 million . In connection with the 2017 Amendment, the Company paid fees to Term C Loan lenders of $4 million , which are considered a debt discount, all of which were deferred, and incurred transaction costs of $13 million , of which $1 million was deferred with the remainder expensed as part of loss on extinguishment and modification of debt, as further described below. Subsequent to the 2017 Amendment, the Company had $600 million of Term B Loans outstanding. On February 1, 2017, the Company used $400 million from the proceeds from the Gracenote Sale to prepay a portion of its Term B Loans. Subsequent to this payment, the Company’s quarterly installments related to the remaining principal amount of Term B Loans are no longer due. As a result of the 2017 Amendment and the $400 million prepayment, the Company recorded charges of $19 million on the extinguishment and modification of debt in the Company’s unaudited Condensed Consolidated Statements of Operations in the first quarter of 2017. The loss consisted of a write-off of unamortized debt issuance costs of $6 million and an unamortized discount of $1 million associated with the Term B Loans as a portion of the Term Loan Facility was considered extinguished for accounting purposes as well as an expense of $12 million of third parties fees as a portion of the Term Loan Facility was considered a modification transaction under ASC 470, “Debt.” During the third quarter of 2017, the Company used $102 million of after-tax proceeds received from its participation in the FCC spectrum auction to prepay $10 million of the Term B Loans and $91 million of the Term C Loans. Subsequent to these payments, the Company’s quarterly installments related to the remaining principal amount of the Term C Loans are not due until the third quarter of 2022. The Company recorded charges of $1 million associated with debt extinguishment in the three months ended September 30, 2017 . See Note 9 for additional information regarding the Company’s participation in the FCC’s incentive auction. The Company’s unamortized transaction costs and unamortized discount related to the Term Loan Facility were $25 million and $31 million at September 30, 2017 and December 31, 2016 , respectively. These deferred costs are recorded as a direct deduction from the carrying amount of an associated debt liability in the Company’s unaudited Condensed Consolidated Balance Sheets and amortized to interest expense over the contractual term of either the Term B Loans or Term C Loans, as appropriate. 5.875% Senior Notes due 2022 —On April 1, 2016, the SEC declared effective the exchange offer registration statement on Form S-4 to exchange the Company’s 5.875% Senior Notes due 2022 and the related guarantees of certain subsidiaries of the Company for substantially identical securities registered under the Securities Act of 1933, as amended (the “Securities Act”). On May 4, 2016, the Company and the subsidiary guarantors completed the exchange offer of the 5.875% Senior Notes due 2022 and related guarantees for $1.100 billion of the Company’s 5.875% Senior Notes due 2022 (the “Notes”) and the related guarantees, which have been registered under the Securities Act. During the first half of 2016, the Company incurred and deferred $1 million of transaction costs related to filing the exchange offer registration statement for the Notes. See Note 9 to the audited consolidated financial statements for the fiscal year ended December 31, 2016 for further information and significant terms and conditions associated with the Notes, including but not limited to interest rates, repayment terms, fees, restrictions and affirmative and negative covenants. The Company’s unamortized transaction costs related to the Notes were $13 million and $15 million at September 30, 2017 and December 31, 2016 , respectively. Consent Solicitation On June 22, 2017, the Company announced that it received consents from 93.23% of holders of the Notes outstanding as of the record date of June 12, 2017, to effect certain proposed amendments to the Indenture (as defined below). The Company undertook the consent solicitation (the “Consent Solicitation”) at the request and expense of Sinclair in accordance with the terms of the Merger Agreement. In conjunction with receiving the requisite consents, on June 22, 2017, the Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee for the Notes, entered into the fourth supplemental indenture (the “Supplemental Indenture”) to the indenture governing the Notes, dated as of June 24, 2015 (as supplemented and amended, the “Indenture”), to effect the proposed amendments to (i) eliminate any requirement for the Company to make a “Change of Control Offer” (as defined in the Indenture) to holders of the Notes in connection with the transactions contemplated by the Merger Agreement, (ii) clarify the treatment under the Indenture of the proposed structure of the Merger and to facilitate the integration of the Company and its subsidiaries and the Notes with and into Sinclair’s debt capital structure, and (iii) eliminate the expense associated with producing and filing with the SEC separate financial reports for Sinclair Television Group, Inc., a wholly-owned subsidiary of Sinclair, as successor issuer of the Notes, if Sinclair or any other parent entity of the successor issuer of the Notes, in its sole discretion, provides an unconditional guarantee of the payment obligations of the successor issuer under the Notes (collectively, the “Amendments”). The Supplemental Indenture became effective immediately upon execution, but the Amendments will not become operative until immediately prior to the effective time of the Merger. Dreamcatcher —The Company and the guarantors guarantee the obligations of Dreamcatcher under its senior secured credit facility (the “Dreamcatcher Credit Facility”). The obligations of the Company and the guarantors under the Dreamcatcher Credit Facility are secured on a pari passu basis with the Company’s and the guarantors’ obligations under the Secured Credit Facility. As further described in Note 9 , on April 13, 2017, the FCC announced the conclusion of the incentive auction, the results of the reverse and forward auction and the repacking of broadcast television spectrum. The Company participated in the auction and a Dreamcatcher station received $21 million of pretax proceeds in July 2017, as further described in Note 9 . Any proceeds received by Dreamcatcher as a result of the incentive auction were required to be first used to repay the Dreamcatcher Credit Facility. During the third quarter of 2017, the Company used $12.6 million of after-tax proceeds from the FCC spectrum auction to prepay the Dreamcatcher Credit Facility. The debt extinguishment charge recorded by the Company in the three months ended September 30, 2017 associated with this prepayment was immaterial. The Company made the final payment to pay off the Dreamcatcher Credit Facility in September 2017. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8: 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. On January 27, 2017, concurrent with the 2017 Amendment, the Company entered into interest rate swaps with certain financial institutions for a total notional value of $500 million with a duration that matches the maturity of the Company’s Term C Loans. The interest rate swaps are designated as cash flow hedges and are considered highly effective. As a result, no ineffectiveness has been recognized in the unaudited Condensed Consolidated Statements of Operations during the three and nine months ended September 30, 2017 . Additionally, for the interest rate swaps, no amounts are excluded from the assessment of hedge effectiveness. The monthly net interest settlements under the interest rate swaps are reclassified out of accumulated other comprehensive (loss) income and recognized in interest expense consistent with the recognition of interest expense on the Company’s Term C Loans. For the three and nine months ended September 30, 2017 , realized losses of $1 million and $4 million , respectively, were recognized in interest expense. As of September 30, 2017 , the fair value of the interest rate swaps was recorded in other current liabilities in the amount of $6 million with the unrealized loss recognized in other comprehensive (loss) income. As of September 30, 2017 , the Company expects approximately $4 million to be reclassified out of accumulated other comprehensive (loss) income and into interest expense over the next twelve months. The interest rate swap fair value is considered Level 2 within the fair value hierarchy as it includes quoted prices for similar instruments as well as interest rates and yield curves that are observable in the market. The Company held certain marketable equity securities traded on national stock exchanges. These securities were recorded at fair value and were categorized as Level 1 within the fair value hierarchy. These investments were measured at fair value on a recurring basis. On January 31, 2017, the Company sold its tronc shares for net proceeds of $5 million and recognized a pretax gain of $5 million in the first quarter of 2017. As of December 31, 2016 , the fair value and cost basis was $5 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. Certain of the Company’s cash equivalents are held in money market funds which are valued using net asset value (“NAV”) per share, which would be considered Level 1 in the fair value hierarchy. 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): September 30, 2017 December 31, 2016 Fair Carrying Fair Carrying Cost method investments $ 25,943 $ 25,943 $ 26,748 $ 26,748 Term Loan Facility Term B Loans due 2020 $ 191,105 $ 187,566 $ 2,359,571 $ 2,312,218 Term C Loans due 2024 $ 1,675,788 $ 1,643,239 $ — $ — 5.875% Senior Notes due 2022 $ 1,148,455 $ 1,086,649 $ 1,120,482 $ 1,084,563 Dreamcatcher Credit Facility $ — $ — $ 14,952 $ 14,770 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 nine months ended September 30, 2017 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 September 30, 2017 and December 31, 2016 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 September 30, 2017 and December 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. 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 September 30, 2017 and December 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 December 31, 2016 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 | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9: 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” or “Predecessor”) 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 U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries (as subsequently modified, the “Plan”) became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). The Bankruptcy Court entered final decrees collectively closing 106 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 . See Note 3 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 for additional information regarding the Debtors’ Chapter 11 cases and for a description of the terms and conditions of the Plan. Confirmation Order Appeals —Notices of appeal of the Bankruptcy Court’s order confirming the Plan (the “Confirmation Order”) were filed by (i) Aurelius Capital Management, LP, on behalf of its managed entities that were holders of the Predecessor’s senior notes and Exchangeable Subordinated Debentures due 2029 (“PHONES”); (ii) Law Debenture Trust Company of New York (“Law Debenture”) and Deutsche Bank Trust Company Americas (“Deutsche Bank”), each successor trustees under the respective indentures for the Predecessor’s senior notes; (iii) Wilmington Trust Company, as successor indenture trustee for the PHONES, and (iv) 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”). 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. As of September 30, 2017 , each of the Confirmation Order appeals have been dismissed or otherwise resolved by a final order, with the exception of the appeals of Law Debenture and Deutsche Bank, which remain pending before the U.S. District Court for the District of Delaware. See Note 3 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 for a further description of the Leveraged ESOP Transactions and the Confirmation Order appeals. If the remaining appellants succeed on their appeal, the Company’s 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. Amounts and payment terms for these claims, if applicable, were established in the Plan. The Plan requires the Company to reserve cash in amounts sufficient to make certain additional payments that may become due and owing pursuant to the Plan subsequent to the Effective Date. As of September 30, 2017 , 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. As of September 30, 2017 , all but 403 proofs of claim against the Debtors had been withdrawn, expunged, settled or otherwise satisfied. 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 U.S. District Court for the Southern District of New York (the “NY District Court”) in proceedings captioned In re Tribune Co. Fraudulent Conveyance Litigation . 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, 2016 for a description of the MDL proceedings. Under the Plan, the indemnity claims of the Company’s former directors and officers must be set off against any recovery by the litigation trust formed pursuant to the Plan (the “Litigation Trust”) against any of those directors and officers, and the Litigation Trust is authorized to object to the allowance of any such indemnity-type claims. The ultimate amounts to be paid in resolutions of the remaining proofs of claim, including indemnity claims, will continue to be subject to uncertainty for a period of time after the Effective Date. 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. 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. Reorganization items, net included in the Company’s unaudited Condensed Consolidated Statements of Operations primarily include professional advisory fees and other costs related to the resolution of unresolved claims and totaled approximately $1 million for each of the nine months ended September 30, 2017 and September 30, 2016 . The Company expects to continue to incur certain expenses pertaining to the Chapter 11 proceedings throughout 2017 and potentially in future periods. 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. As of November 8, 2017 , the Company had FCC authorization to operate 39 television stations and one AM radio station. The Company is subject to the FCC’s “Local Television Multiple Ownership Rule,” the “Newspaper Broadcast Cross Ownership Rule” and the “National Television Multiple Ownership Rule,” among others, as further described in Note 12 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 . 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”). On April 20, 2017, the FCC reinstated the UHF Discount (which had previously been eliminated in August 2016). The Company’s current national reach exceeds the 39% cap on an undiscounted basis, but complies with the cap on a discounted basis. In reinstating the UHF Discount, the FCC stated its intent to undertake a new rulemaking proceeding later this year during which it will consider the UHF Discount in conjunction with the national TV ownership cap. The Company cannot predict the outcome of any such proceeding, or the effect on its business. Federal legislation enacted in February 2012 authorized the FCC to conduct a voluntary “incentive auction” 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 . On April 13, 2017, the FCC announced the conclusion of the incentive auction, the results of the reverse and forward auction and the repacking of broadcast television spectrum. The Company participated in the auction and has received approximately $185 million in pretax proceeds (including $21 million of proceeds received by a Dreamcatcher station) as of November 8, 2017 , with approximately $5 million in pretax proceeds remaining to be paid to the Company by one of its channel sharing partners at the commencement of the sharing arrangement agreement between the parties. The Company expects to receive the remaining auction proceeds in the fourth quarter of 2017; however, the Company cannot predict the exact timing of the remaining payment. In the third quarter of 2017, the Company used $102 million of after-tax proceeds to prepay a portion of the Term Loan Facility. After-tax proceeds of $12.6 million received by a Dreamcatcher station were used to prepay a substantial portion of the Dreamcatcher Credit Facility. The Company received gross proceeds of $172 million from licenses sold by the Company in the FCC spectrum auction and expects to recognize a net gain of $133 million when it surrenders the spectrum by the end of the first quarter of 2018. The Company also received $79 million of pretax proceeds for sharing arrangements where the Company will provide hosting services to the counterparties of the sharing arrangements while $66 million of proceeds were paid to the counterparties who will host the Company under the sharing arrangements. The proceeds received by the Company for hosting the counterparties have been recorded in deferred revenue and other long term liabilities and will be amortized to other income. The proceeds paid to the counterparties for hosting the Company have been recorded in prepaid and other long term assets and will be amortized to direct operating expense. Twenty-two of the Company’s television stations (including WTTK, which operates as a satellite station of WTTV) will be required to change frequencies or otherwise modify their operations as a result of the repacking. In doing so, 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 Company expects that the reimbursements from the FCC’s special fund will cover the majority of the Company’s expenses related to the repack. However, the Company cannot currently predict the effect of the repacking, whether the special fund will be sufficient to reimburse all of the Company’s expenses related to the repack, the timing of reimbursements or any spectrum-related FCC regulatory action. As described in Note 1 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 , 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. 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 10 for a discussion of potential income tax liabilities. In July 2017, following the initial filing of the proxy statement/prospectus (the “Proxy Statement/Prospectus”) by each of Sinclair and the Company with the SEC relating to the Merger, four purported Tribune shareholders (the “Plaintiffs”) filed putative class action lawsuits against the Company, members of the Company’s Board of Directors, and, in certain instances, Sinclair and Samson Merger Sub, Inc. (collectively, the “Parties”) in the United States District Courts for the Districts of Delaware and Illinois. The actions are captioned McEntire v. Tribune Media Company, et al. , 1:17-cv-05179 (N.D. Ill.), Duffy v. Tribune Media Company, et al. , 1:17-cv-00919 (D. Del.), Berg v. Tribune Media Company, et al. , 1:17-cv-00938 (D. Del.), and Pill v. Tribune Media Company, et al. , 1:17-cv-00961 (D. Del.) (collectively, the “Actions”). These lawsuits allege that the Proxy Statement/Prospectus omitted material information and was materially misleading in violation of the Securities Exchange Act of 1934, as amended, and SEC Rule 14a-9 and generally seek, as relief, class certification, preliminary and permanent injunctive relief, rescission or rescissory damages, and unspecified damages. On September 15, 2017, the Parties entered into a memorandum of understanding (the “MOU”) to resolve the individual claims asserted by the Plaintiffs. The MOU acknowledges that the Company, in part in response to the claims asserted in the Actions, filed certain supplemental disclosures with the SEC on August 16, 2017 and that the Company, solely in response to the Actions, communicated to four third parties that participated in the sale process and twenty-three third parties that have signed confidentiality agreements in connection with potential divestitures that the “standstill” obligations of such third parties were waived. The Parties further agreed that the Company would make the additional supplemental disclosures, which are set forth in the Company’s Current Report on Form 8-K, filed with the SEC on September 15, 2017. Further, the MOU specifies that within five business days of the closing of the Merger, the Parties will file stipulations of dismissal for the Actions pursuant to Federal Rule of Civil Procedure 41(a), which will dismiss Plaintiffs’ individual claims with prejudice, and dismiss the claims asserted on behalf of a purported class of the Company’s shareholders without prejudice. The MOU will not affect the timing of the Merger or the amount or form of consideration to be paid in the Merger. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10: INCOME TAXES In the three and nine months ended September 30, 2017 the Company recorded an income tax benefit from continuing operations of $20 million and $82 million , respectively. The effective tax rate on pretax loss from continuing operations was 51.8% for the three months ended September 30, 2017 . The 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, certain transaction costs and other expenses not fully deductible for tax purposes, and a $1 million charge related to the resolution of federal and state income tax matters and other adjustments. The effective tax rate on pretax loss from continuing operations was 35.3% for the nine months ended September 30, 2017 . For the nine months ended September 30, 2017 , the 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, certain transaction costs and other expenses not fully deductible for tax purposes, a $1 million charge related to the resolution of federal and state income tax matters and other adjustments, a $3 million benefit related to expected refunds of interest paid on prior tax assessments and a $1 million charge related to the write-off of unrealized deferred tax assets related to stock-based compensation. In the three and nine months ended September 30, 2016 , the Company recorded income tax expense from continuing operations of $74 million and $304 million , respectively. For the three months ended September 30, 2016 , the 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, a $9 million benefit related to the resolution of certain federal and state income tax matters, a $3 million benefit to adjust the Company’s deferred taxes, as described below, and a $4 million benefit resulting from a change in the Company’s state tax rates. For the nine months ended September 30, 2016 , the rate differs from the U.S. federal statutory rate of 35% due to state income taxes (net of federal benefit), a $102 million charge to establish a reserve net of federal and state tax benefit for interest on the Newsday transaction, and a related $88 million charge to adjust the Company’s deferred taxes, as described below, the domestic production activities deduction, other non-deductible expenses, a $10 million benefit related to the resolution of certain federal and state income tax matters and other adjustments, a $5 million charge related to the write-off of unrealized deferred tax assets related to stock-based compensation and a $4 million benefit resulting from a change in the Company’s state tax rates. Chicago Cubs Transactions —As further described in Note 8 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 , 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 Internal Revenue Code (“IRC”) and related regulations. On June 28, 2016, the IRS issued the Company a Notice of Deficiency (“Notice”) which presents the IRS’s position that the gain should have been included in the Company’s 2009 taxable income. Accordingly, the IRS has proposed a $182 million tax and a $73 million gross valuation misstatement penalty. In addition, after-tax interest on the aforementioned proposed tax and penalty through September 30, 2017 would be approximately $48 million . The Company continues to disagree with the IRS’s position that the transaction generated a taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain. During the third quarter of 2016, the Company filed a petition in U.S. Tax Court to contest the IRS’s determination. The Company continues to pursue resolution of this disputed tax matter with the IRS. If the IRS prevails in their position, the gain on the Chicago Cubs Transactions would be 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. Any tax, interest and penalty due will be offset by tax payments made relating to this transaction subsequent to 2009. As of September 30, 2017 , the Company has paid or accrued approximately $50 million of federal and state tax payments 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 “Income Taxes,” the Company’s unaudited Condensed Consolidated Balance Sheet at September 30, 2017 and December 31, 2016 includes a deferred tax liability of $149 million and $158 million , respectively, related to the future recognition of taxable income related to the Chicago Cubs Transactions. Newsday Transactions —As further described in Note 8 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 , the Company formed a partnership (the “Newsday Transaction”) in 2008. The fair market value of the contributed Newsday Media Group business’ net assets exceeded their tax basis and did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the 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 from the Newsday Transactions should have been included in the Company’s 2008 taxable income. Accordingly, the IRS proposed a $190 million tax and a $38 million accuracy-related penalty. The Company disagreed with the IRS’s position and timely filed a protest in response to the IRS’s proposed tax adjustments. In addition, if the IRS prevailed, the Company also would have been subject to state income taxes, interest and penalties. During the second quarter of 2016, as a result of extensive discussions with the IRS administrative appeals division, the Company reevaluated its tax litigation position related to the Newsday transaction and re-measured the cumulative most probable outcome of such proceedings. As a result, during the second quarter of 2016, the Company recorded a $102 million charge which was reflected as a $125 million current income tax reserve and a $23 million reduction in deferred income tax liabilities. The income tax reserve included federal and state taxes, interest and penalties while the deferred income tax benefit is primarily related to deductible interest expense. The Company also recorded $91 million of income tax expense to increase the Company’s deferred income tax liability to reflect the reduction in the tax basis of the Company’s assets. The reduction in tax basis was required to reflect the reduction in the amount of the Company’s guarantee of the Newsday partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy. During the third quarter of 2016, the Company reached an agreement with the IRS administrative appeals division regarding the Newsday transaction which applies for tax years 2008 through 2015. As a result of the final agreement, in the third quarter of 2016, the Company recorded an additional income tax benefit of $3 million to adjust the previously recorded estimate of the deferred tax liability. During the second half of 2016, the Company paid $122 million of federal taxes, state taxes (net of state refunds), interest and penalties. The payments were recorded as a reduction in the Company’s current income tax reserve described above. During the fourth quarter of 2016, the Company recorded an additional $1 million of income tax expense primarily related to the additional accrual of interest. The remaining $4 million of state tax liabilities were included in the income taxes payable account on the Company’s unaudited Condensed Consolidated Balance Sheet at September 30, 2017 and December 31, 2016 . 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 $23 million at September 30, 2017 and December 31, 2016 . The Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $11 million within the next twelve months due to the resolution of tax examination issues and statute of limitations expirations. |
Pension And Other Retirement Pl
Pension And Other Retirement Plans | 9 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Retirement Plans | NOTE 11: PENSION AND OTHER RETIREMENT PLANS The components of net periodic benefit credit for Company-sponsored pension plans, net of taxes, for the three and nine months ended September 30, 2017 and September 30, 2016 were as follows (in thousands): Pension Benefits Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Service cost $ 192 $ 173 $ 576 $ 519 Interest cost 19,549 20,681 58,646 62,043 Expected return on plans’ assets (25,281 ) (26,905 ) (75,844 ) (80,713 ) Amortization of prior service costs 29 23 87 68 Net periodic benefit credit $ (5,511 ) $ (6,028 ) $ (16,535 ) $ (18,083 ) Net periodic benefit cost related to other post retirement benefit plans was not material for all periods presented. For 2017 , the Company does not expect to make any contributions to its qualified pension plans and expects to contribute $1 million to its other postretirement plans. In the three and nine months ended September 30, 2017 and September 30, 2016 , the Company’s contributions were not material. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Capital Stock | NOTE 12: CAPITAL 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 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 certain ownership limitations, as further described in Note 15 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 , 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. The Company’s Class A Common Stock is traded on the New York Stock Exchange under the symbol “TRCO.” The Company’s Class B Common Stock and Warrants are traded on the OTC Pink market under the symbols “TRBAB” and “TRBNW,” respectively. On the Effective Date, the Company entered into the Warrant Agreement, pursuant to which the Company issued 16,789,972 Warrants to purchase Common Stock (the “Warrants”). 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 as described in Note 15 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 , 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 . 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 impose certain limitations on the rights of holders of Common Stock and Warrants, as further described in Note 15 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 . There were no conversions of the Company’s Common Stock between Class A Common Stock and Class B Common Stock during the nine months ended September 30, 2017 and September 30, 2016 . During the three months ended September 30, 2017 , 46,802 Warrants were exercised for 46,802 shares of Class A Common Stock. No Warrants were exercised during the three months ended September 30, 2016 . During the nine months ended September 30, 2017 and September 30, 2016 , 91,650 and 132,066 Warrants, respectively, were exercised for 91,650 and 132,066 shares, respectively, of Class A Common Stock. No Warrants were exercised for Class B Common Stock during the nine months ended September 30, 2017 and September 30, 2016 . At September 30, 2017 , the following amounts were issued: 36,582 Warrants, 101,402,202 shares of Class A Common Stock, of which 14,102,185 were held in treasury, and 5,605 shares of Class B Common Stock. The Company has not issued any shares of preferred stock. On the Effective Date, the 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 15 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 for additional information relating to the Registration Rights Agreement. Common Stock Repurchases —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. During 2016, the Company repurchased 6,432,455 shares for $232 million at an average price of $36.08 per share. The Company did not repurchase any shares of Common Stock during the nine months ended September 30, 2017 . As of September 30, 2017 , the remaining authorized amount under the current authorization totaled $168 million . The Merger Agreement does not permit the Company to repurchase shares of its Common Stock except in narrow circumstances involving payment in satisfaction of options and conversion of Class B Common Stock into Class A Common Stock. See Note 1 for additional information about the Merger Agreement. Under the previous stock repurchase program which commenced on October 13, 2014 and was completed by December 31, 2015, the Company had repurchased $400 million of outstanding Class A Common Stock, totaling 7,670,216 shares. Special Cash Dividend —On January 2, 2017 , the Board authorized and declared a special cash dividend of $5.77 per share of Common Stock (the “2017 Special Cash Dividend”), which was paid on February 3, 2017 to holders of record of Common Stock at the close of business on January 13, 2017 . In addition, pursuant to the terms of the Warrant Agreement, the Company made a cash payment of $5.77 per Warrant on February 3, 2017 to holders of record of Warrants at the close of business on January 13, 2017 . The total aggregate payment on February 3, 2017 totaled $499 million , including the payment to holders of Warrants. Quarterly Cash Dividends —The Board declared quarterly cash dividends per share on Common Stock to holders of record of Common Stock and Warrants as follows (in thousands, except per share data): 2017 2016 Per Share Total Amount Per Share Total Amount First quarter $ 0.25 $ 21,742 $ 0.25 $ 23,215 Second quarter 0.25 21,816 0.25 22,959 Third quarter 0.25 21,834 0.25 22,510 Total quarterly cash dividends declared and paid $ 0.75 $ 65,392 $ 0.75 $ 68,684 On October 26, 2017, the Board declared a quarterly cash dividend on Common Stock of $0.25 per share to be paid on December 5, 2017 to holders of record of Common Stock and Warrants as of November 20, 2017. Future dividends will be subject to the discretion of the Board and the terms of the Merger Agreement, which limits the Company’s ability to pay dividends, except for the payment of quarterly cash dividends not to exceed $0.25 per share and consistent with record and payment dates in 2016. The payment of quarterly cash dividends also results in the issuance of Dividend Equivalent Units (“DEUs”) to holders of restricted stock units (“RSUs”) and performance share units (“PSUs”), as described in Note 15 and Note 16 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 13: STOCK-BASED COMPENSATION On May 5, 2016, the 2016 Incentive Compensation Plan (the “Incentive Compensation Plan”) and the Stock Compensation Plan for Non-Employee Directors (the “Directors Plan” and, together with the Incentive Compensation Plan, the “2016 Equity Plans”) were approved by the Company’s shareholders for the purpose of granting stock awards to officers, employees and Board members of the Company and its subsidiaries, as further described in Note 16 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2016 . There are 5,100,000 shares of Class A Common Stock authorized for issuance under the Incentive Compensation Plan and 200,000 shares of Class A Common Stock authorized for issuance under the Directors Plan, of which 3,001,556 shares and 164,399 shares, respectively, were available for grant as of September 30, 2017 . In connection with the 2017 Special Cash Dividend and pursuant to the terms of the Company’s equity plans, the number of the Company’s outstanding equity awards and the exercise price of the non-qualified stock options (“NSOs”), were adjusted to preserve the fair value of the awards immediately before and after the 2017 Special Cash Dividend. The Company’s Class A Common Stock began trading ex-dividend on January 11, 2017 (the “Ex-dividend Date”). The conversion ratio (the “Ratio”) used to adjust the awards was based on the ratio of (a) unaffected closing price of Class A Common Stock on the day before the Ex-dividend Date to (b) the opening price of Class A Common Stock on the Ex-dividend Date. As the above adjustments were made pursuant to existing anti-dilution provisions of the Company’s equity plans, the Company did not record any incremental compensation expense related to the conversion of the equity awards. The equity awards continue to vest over the original vesting period. The impact of this award activity is separately included in the line item “Adjustments due to the 2017 Special Cash Dividend” in the tables below. The awards held as of the Ex-dividend Date were modified as follows: • Non-Qualified Stock Options - The number of NSOs outstanding as of the Ex-dividend Date was increased via the calculated Ratio and the strike price of NSOs was decreased via the Ratio in order to preserve the fair value of NSOs; • Restricted Stock Units - The number of outstanding restricted stock units (“RSUs”) as of the Ex-dividend Date was increased utilizing the calculated Ratio in order to preserve the fair value of RSUs; and • Performance Share Units - The number of outstanding performance share units (“PSUs”) as of the Ex-dividend Date was increased utilizing the calculated Ratio in order to preserve the fair value of PSUs. Stock-based compensation for the three months ended September 30, 2017 and September 30, 2016 totaled $5 million and $10 million , respectively. There was no stock-based compensation expense recorded for the three months ended September 30, 2017 attributable to discontinued operations. Stock-based compensation expense attributable to discontinued operations for the three months ended September 30, 2016 totaled $1 million . Stock-based compensation for the nine months ended September 30, 2017 and September 30, 2016 totaled $27 million and $28 million , respectively, including the expense attributable to discontinued operations of $2 million and $3 million , respectively. For NSOs and RSUs granted prior to the 2017 Special Cash Dividend, the weighted-average exercise prices and weighted-average fair values, respectively, in the tables below reflect the historical values without giving effect to the adjustments due to the 2017 Special Cash Dividend. A summary of activity and weighted average exercise prices related to the NSOs is reflected in the table below. Nine Months Ended Shares Weighted Avg. Outstanding, beginning of period 2,396,160 $ 45.82 Granted 931,913 32.12 Exercised (396,217 ) 28.35 Forfeited (426,406 ) 29.16 Cancelled (77,793 ) 48.09 Adjustment due to the 2017 Special Cash Dividend 452,738 * Outstanding, end of period 2,880,395 $ 38.96 Vested and exercisable, end of period 1,197,862 $ 48.45 * Not meaningful A summary of activity and weighted average fair values related to the RSUs is reflected in the table below. Nine Months Ended Shares Weighted Avg. Outstanding, beginning of period 1,230,676 $ 40.92 Granted 624,591 32.77 Dividend equivalent units granted 23,686 38.63 Vested (558,603 ) 38.28 Dividend equivalent units vested (19,502 ) 32.34 Forfeited (337,235 ) 32.06 Dividend equivalent units forfeited (10,191 ) 32.20 Adjustment due to the 2017 Special Cash Dividend 223,698 * Outstanding and nonvested, end of period 1,177,120 $ 32.75 * Not meaningful A summary of activity and weighted average fair values related to the unrestricted stock awards is as follows: Nine Months Ended Shares Weighted Avg. Fair Value Outstanding, beginning of period — $ — Granted 10,147 34.98 Vested (10,147 ) 34.98 Outstanding and nonvested, end of period — $ — A summary of activity and weighted average fair values related to the PSUs and Supplemental PSUs is reflected in the table below. Nine Months Ended Shares Weighted Avg. Fair Value Outstanding, beginning of period 347,000 $ 27.23 Granted (1) 117,777 31.45 Dividend equivalent units granted 3,503 38.68 Vested (165,113 ) 32.67 Dividend equivalent units vested (3,726 ) 32.50 Forfeited (46,836 ) 33.73 Dividend equivalent units forfeited (5,601 ) 40.72 Adjustment due to the 2017 Special Cash Dividend (1)(2) 24,244 * Outstanding and nonvested, end of period 271,248 $ 22.20 * Not meaningful (1) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. (2) Excludes 19,725 PSUs which have not yet been deemed granted under U.S. GAAP. As of September 30, 2017 , 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 $ 40,543 2.5 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 14: EARNINGS PER SHARE The Company computes earnings (loss) per common share (“EPS”) from continuing operations, discontinued operations and net earnings (loss) per common share 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. In a period when the Company’s distributed earnings exceed undistributed earnings, no allocation to participating securities or dilutive securities is performed. 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 September 30, 2017 , there were 47,356 DEUs outstanding, which will vest at the time that the underlying RSU or PSU vests. The Company computes basic EPS by dividing net (loss) income from continuing operations, income (loss) from discontinued operations, and net (loss) income, respectively, 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 (loss) income from continuing operations, income (loss) from discontinued operations, and net (loss) income, respectively, by the weighted average number of common shares outstanding during the period as adjusted for the assumed exercise of all outstanding stock awards. The calculation of diluted EPS assumes that stock awards outstanding were exercised at the beginning of the period. The stock awards are included in the calculation of diluted EPS only when their inclusion in the calculation is dilutive. ASC Topic 260, “Earnings per Share,” states that the presentation of basic and diluted EPS is required only for common stock and not for participating securities. For the three and nine months ended September 30, 2017 , 64,751 and 83,493 , respectively, of the weighted-average Warrants outstanding have been excluded from the below table. For the three and nine months ended September 30, 2016 , 159,243 and 194,943 , 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 Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 EPS numerator: (Loss) income from continuing operations, as reported $ (18,687 ) $ 153,839 $ (149,722 ) $ 16,313 Less: Dividends distributed to Warrants 14 40 60 127 Less: Undistributed earnings allocated to Warrants — 218 — — (Loss) income from continuing operations attributable to common shareholders for basic EPS $ (18,701 ) $ 153,581 $ (149,782 ) $ 16,186 Add: Undistributed earnings allocated to dilutive securities — 1 — — (Loss) income from continuing operations attributable to common shareholders for diluted EPS $ (18,701 ) $ 153,582 $ (149,782 ) $ 16,186 (Loss) income from discontinued operations attributable to common shareholders for basic and diluted EPS $ — $ (8,074 ) $ 15,039 $ (21,018 ) Net (loss) income attributable to common shareholders for basic EPS $ (18,701 ) $ 145,507 $ (134,743 ) $ (4,832 ) Net (loss) income attributable to common shareholders for diluted EPS $ (18,701 ) $ 145,508 $ (134,743 ) $ (4,832 ) EPS denominator: Weighted average shares outstanding - basic 87,257 89,950 86,984 91,367 Impact of dilutive securities — 503 — 363 Weighted average shares outstanding - diluted 87,257 90,453 86,984 91,730 Basic (Loss) Earnings Per Common Share from: Continuing Operations $ (0.21 ) $ 1.71 $ (1.72 ) $ 0.18 Discontinued Operations — (0.09 ) 0.17 (0.23 ) Net (Loss) Income Per Common Share $ (0.21 ) $ 1.62 $ (1.55 ) $ (0.05 ) Diluted (Loss) Earnings Per Common Share from: Continuing Operations $ (0.21 ) $ 1.70 $ (1.72 ) $ 0.18 Discontinued Operations — (0.09 ) 0.17 (0.23 ) Net (Loss) Income Per Common Share $ (0.21 ) $ 1.61 $ (1.55 ) $ (0.05 ) Since the Company was in a net loss position for the three and nine months ended September 30, 2017, there was no difference between the number of shares used to calculate basic and diluted loss per share. For the nine months ended September 30, 2016, even though the Company had a net loss, pursuant to ASC 260, since the Company had net income from continuing operations, it considered the impact of dilutive securities when calculating diluted EPS. Because of their anti-dilutive effect, 2,102,827 and 3,036,885 common share equivalents, comprised of NSOs, PSUs, Supplemental PSUs and RSUs, have been excluded from the diluted EPS calculation for the three and nine months ended September 30, 2017 , respectively. Because of their anti-dilutive effect, 1,714,643 and 1,786,255 common share equivalents, comprised of NSOs, PSUs, Supplemental PSUs and RSUs, have been excluded from the diluted EPS calculation for the three and nine months ended September 30, 2016 , respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | NOTE 15: ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME Accumulated other comprehensive (loss) income (“AOCI”) is a separate component of shareholders’ equity in the Company’s unaudited Condensed Consolidated Balance Sheets. The following table summarizes the changes in AOCI, net of taxes by component for the nine months ended September 30, 2017 (in thousands): Pension and Other Post-Retirement Benefit Items Marketable Securities Cash Flow Hedging Instruments Foreign Currency Translation Adjustments Total Balance at December 31, 2016 $ (64,883 ) $ 3,075 $ — $ (19,974 ) $ (81,782 ) Other comprehensive (loss) income before reclassifications (442 ) (95 ) (6,126 ) 4,993 (1,670 ) Amounts reclassified from AOCI (120 ) (2,980 ) 2,540 12,765 12,205 Balance at September 30, 2017 $ (65,445 ) $ — $ (3,586 ) $ (2,216 ) $ (71,247 ) |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 16: RELATED PARTY TRANSACTIONS The Secured Credit Facility syndicate of lenders includes funds affiliated with Oaktree Capital Management, L.P. These funds held $30 million and $31 million of the Company’s Term C Loans and Former Term B Loans at both September 30, 2017 and December 31, 2016 , respectively. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Business Segments | NOTE 17: BUSINESS SEGMENTS The following table summarizes business segment financial data for the three and nine months ended September 30, 2017 and September 30, 2016 (in thousands): Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Operating Revenues from Continuing Operations (1) Television and Entertainment $ 447,307 $ 460,164 $ 1,349,401 $ 1,384,173 Corporate and Other 3,226 9,874 10,559 34,133 Total operating revenues $ 450,533 $ 470,038 $ 1,359,960 $ 1,418,306 Operating (loss) profit from Continuing Operations (1)(2) Television and Entertainment $ (1,357 ) $ 46,024 $ 68,875 $ 187,975 Corporate and Other (22,392 ) 188,146 (89,530 ) 132,393 Total operating (loss) profit $ (23,749 ) $ 234,170 $ (20,655 ) $ 320,368 Depreciation from Continuing Operations (3) Television and Entertainment $ 10,844 $ 11,267 $ 31,413 $ 33,392 Corporate and Other 3,419 3,497 10,348 10,281 Total depreciation $ 14,263 $ 14,764 $ 41,761 $ 43,673 Amortization from Continuing Operations (3) Television and Entertainment $ 41,678 $ 41,668 $ 125,001 $ 125,003 Capital Expenditures Television and Entertainment $ 8,140 $ 16,122 $ 30,674 $ 29,558 Corporate and Other 5,184 4,757 9,171 15,783 Discontinued Operations — 5,545 1,578 16,514 Total capital expenditures $ 13,324 $ 26,424 $ 41,423 $ 61,855 September 30, 2017 December 31, 2016 Assets Television and Entertainment $ 7,211,563 $ 7,484,591 Corporate and Other 869,330 1,228,526 Assets held for sale (4) 93,188 17,176 Discontinued Operations — 670,758 Total assets $ 8,174,081 $ 9,401,051 (1) See Note 2 for the disclosures of operating revenues and operating loss included in discontinued operations for the historical periods. (2) Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes. (3) Depreciation and amortization from discontinued operations totaled $4 million and $8 million respectively, for the three months ended September 30, 2016 and $10 million and $23 million , respectively, for the nine months ended September 30, 2016. (4) See Note 4 for information regarding assets held for sale. |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 9 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | |
Condensed Consolidating Financial Information | NOTE 18: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS The Company is the issuer of the Notes (see Note 7 ) and such debt is guaranteed by the Company’s subsidiary guarantors (the “Subsidiary Guarantors”). The Subsidiary Guarantors are direct or indirect 100% owned domestic subsidiaries of the Company. The Company’s payment obligations under the Notes are jointly and severally guaranteed by the Subsidiary Guarantors, and all guarantees are full and unconditional. The subsidiaries of the Company that do not guarantee the Notes (the “Non-Guarantor Subsidiaries”) include certain direct or indirect subsidiaries of the Company. The guarantees are subject to release under certain circumstances, including: (a) upon the sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) of the interests in such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a restricted subsidiary of the Company, or all or substantially all the assets of such Subsidiary Guarantor, in any case, if such sale, exchange, disposition or other transfer is not prohibited by the Indenture, (b) upon the Company designating such Subsidiary Guarantor to be an unrestricted subsidiary in accordance with the Indenture, (c) in the case of any restricted subsidiary of the Company that after the issue date is required to guarantee the Notes, upon the release or discharge of the guarantee by such restricted subsidiary of any indebtedness of the Company or another Subsidiary Guarantor or the repayment of any indebtedness of the Company or another Subsidiary Guarantor, in each case, which resulted in the obligation to guarantee the Notes, (d) upon the Company’s exercise of its legal defeasance option or covenant defeasance option in accordance with the Indenture or if the Company’s obligations under the Indenture are discharged in accordance with the terms of the Indenture, (e) upon the release or discharge of direct obligations of such Subsidiary Guarantor, or the guarantee by such guarantor of the obligations, under the Senior Credit Agreement, or (f) during the period when the rating of the Notes is changed to investment grade. On January 31, 2017, the Company completed the Gracenote Sale, as further described in Note 2 . The Gracenote Sale included certain Subsidiary Guarantors as well as Non-Guarantor Subsidiaries. The results of operations of these entities are included in their respective categories through the date of sale. In lieu of providing separate audited financial statements for the Subsidiary Guarantors, the Company has included the accompanying unaudited condensed consolidating financial statements in accordance with the requirements of Rule 3-10(f) of SEC Regulation S-X. The following unaudited Condensed Consolidating Financial Statements present the Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income (Loss) and Consolidated Statements of Cash Flows of Tribune Media Company, the Subsidiary Guarantors, the Non-Guarantor Subsidiaries and the eliminations necessary to arrive at the Company’s information on a consolidated basis. These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X, Rule 3-10. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE (LOSS) INCOME THREE MONTHS ENDED SEPTEMBER 30 , 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 448,248 $ 2,285 $ — $ 450,533 Programming and direct operating expenses — 296,987 550 — 297,537 Selling, general and administrative 20,252 99,738 879 — 120,869 Depreciation and amortization 2,902 49,902 3,137 — 55,941 Gain on sales of real estate, net — (65 ) — — (65 ) Total Operating Expenses 23,154 446,562 4,566 — 474,282 Operating (Loss) Profit (23,154 ) 1,686 (2,281 ) — (23,749 ) (Loss) income on equity investments, net (482 ) 21,540 — — 21,058 Interest and dividend income 813 14 — — 827 Interest expense (40,313 ) — (76 ) — (40,389 ) Loss on extinguishments and modification of debt (1,384 ) — (51 ) — (1,435 ) (Loss) gain on investment transactions, net (143 ) 5,810 — — 5,667 Other non-operating items (753 ) — — — (753 ) Intercompany income (charges) 19,221 (19,179 ) (42 ) — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (46,195 ) 9,871 (2,450 ) — (38,774 ) Income tax benefit (15,668 ) (3,562 ) (857 ) — (20,087 ) Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 11,840 (123 ) — (11,717 ) — (Loss) Income from Continuing Operations $ (18,687 ) $ 13,310 $ (1,593 ) $ (11,717 ) $ (18,687 ) (Loss) Income from Discontinued Operations, net of taxes — — — — — Net (Loss) Income $ (18,687 ) $ 13,310 $ (1,593 ) $ (11,717 ) $ (18,687 ) Comprehensive (Loss) Income $ (18,062 ) $ 13,374 $ (1,074 ) $ (12,300 ) $ (18,062 ) TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE (LOSS) INCOME THREE MONTHS ENDED SEPTEMBER 30 , 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 467,697 $ 2,341 $ — $ 470,038 Programming and direct operating expenses — 248,094 536 — 248,630 Selling, general and administrative 24,968 118,114 892 — 143,974 Depreciation and amortization 2,973 50,283 3,176 — 56,432 Gain on sales of real estate, net — (213,168 ) — — (213,168 ) Total Operating Expenses 27,941 203,323 4,604 — 235,868 Operating (Loss) Profit (27,941 ) 264,374 (2,263 ) — 234,170 (Loss) income on equity investments, net (599 ) 32,336 — — 31,737 Interest and dividend income 464 12 — — 476 Interest expense (38,102 ) — (194 ) — (38,296 ) Other non-operating items (377 ) — — — (377 ) Intercompany income (charges) 22,341 (22,283 ) (58 ) — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (44,214 ) 274,439 (2,515 ) — 227,710 Income tax (benefit) expense (19,002 ) 94,496 (1,623 ) — 73,871 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 179,051 367 — (179,418 ) — Income (Loss) from Continuing Operations $ 153,839 $ 180,310 $ (892 ) $ (179,418 ) $ 153,839 (Loss) Income from Discontinued Operations, net of taxes (8,074 ) (5,540 ) (3,319 ) 8,859 (8,074 ) Net Income (Loss) $ 145,765 $ 174,770 $ (4,211 ) $ (170,559 ) $ 145,765 Comprehensive Income (Loss) $ 148,449 $ 174,425 $ (1,916 ) $ (172,509 ) $ 148,449 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE (LOSS) INCOME NINE MONTHS ENDED SEPTEMBER 30 , 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,352,933 $ 7,027 $ — $ 1,359,960 Programming and direct operating expenses — 785,816 5,798 — 791,614 Selling, general and administrative 83,077 336,931 2,596 — 422,604 Depreciation and amortization 8,788 148,591 9,383 — 166,762 Gain on sales of real estate, net — (365 ) — — (365 ) Total Operating Expenses 91,865 1,270,973 17,777 — 1,380,615 Operating (Loss) Profit (91,865 ) 81,960 (10,750 ) — (20,655 ) (Loss) income on equity investments, net (1,521 ) 100,377 — — 98,856 Interest and dividend income 1,829 51 — — 1,880 Interest expense (118,929 ) — (403 ) — (119,332 ) Loss on extinguishments and modification of debt (20,436 ) — (51 ) — (20,487 ) Gain on investment transactions, net 4,807 5,810 — — 10,617 Write-downs of investment — (180,800 ) — — (180,800 ) Other non-operating items (1,407 ) — — — (1,407 ) Intercompany income (charges) 66,907 (66,756 ) (151 ) — — Loss from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (160,615 ) (59,358 ) (11,355 ) — (231,328 ) Income tax benefit (56,260 ) (21,035 ) (4,311 ) — (81,606 ) (Deficit) equity in earnings of consolidated subsidiaries, net of taxes (45,367 ) (2,797 ) — 48,164 — (Loss) Income from Continuing Operations $ (149,722 ) $ (41,120 ) $ (7,044 ) $ 48,164 $ (149,722 ) Income (Loss) from Discontinued Operations, net of taxes 15,039 (1,904 ) 807 1,097 15,039 Net (Loss) Income $ (134,683 ) $ (43,024 ) $ (6,237 ) $ 49,261 $ (134,683 ) Comprehensive (Loss) Income $ (124,148 ) $ (37,036 ) $ 6,653 $ 30,383 $ (124,148 ) TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE (LOSS) INCOME NINE MONTHS ENDED SEPTEMBER 30 , 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,411,158 $ 7,148 $ — $ 1,418,306 Programming and direct operating expenses — 686,994 2,701 — 689,695 Selling, general and administrative 74,378 375,352 2,556 — 452,286 Depreciation and amortization 8,310 150,800 9,566 — 168,676 Gain on sales of real estate, net — (212,719 ) — — (212,719 ) Total Operating Expenses 82,688 1,000,427 14,823 — 1,097,938 Operating (Loss) Profit (82,688 ) 410,731 (7,675 ) — 320,368 (Loss) income on equity investments, net (1,997 ) 116,292 — — 114,295 Interest and dividend income 772 64 — — 836 Interest expense (113,864 ) — (644 ) — (114,508 ) Other non-operating items (756 ) — — — (756 ) Intercompany income (charges) 66,322 (66,152 ) (170 ) — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (132,211 ) 460,935 (8,489 ) — 320,235 Income tax expense 22,057 179,173 102,692 — 303,922 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 170,581 (959 ) — (169,622 ) — Income (Loss) from Continuing Operations $ 16,313 $ 280,803 $ (111,181 ) $ (169,622 ) $ 16,313 (Loss) Income from Discontinued Operations, net of taxes (21,018 ) (16,960 ) (2,367 ) 19,327 (21,018 ) Net (Loss) Income $ (4,705 ) $ 263,843 $ (113,548 ) $ (150,295 ) $ (4,705 ) Comprehensive Income (Loss) $ 2,427 $ 261,800 $ (109,688 ) $ (152,112 ) $ 2,427 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF SEPTEMBER 30 , 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 598,258 $ 1,806 $ 2,675 $ — $ 602,739 Restricted cash and cash equivalents 17,566 — — — 17,566 Accounts receivable, net 291 390,181 — — 390,472 Broadcast rights — 145,582 3,394 — 148,976 Income taxes receivable — 14,994 — — 14,994 Prepaid expenses 10,950 11,458 209 — 22,617 Other 6,761 1,916 — — 8,677 Total current assets 633,826 565,937 6,278 — 1,206,041 Properties Property, plant and equipment 58,856 484,122 111,894 — 654,872 Accumulated depreciation (30,252 ) (187,101 ) (6,953 ) — (224,306 ) Net properties 28,604 297,021 104,941 — 430,566 Investments in subsidiaries 9,989,160 56,136 — (10,045,296 ) — Other Assets Broadcast rights — 144,152 151 — 144,303 Goodwill — 3,220,300 8,569 — 3,228,869 Other intangible assets, net — 1,573,824 81,643 — 1,655,467 Assets held for sale — 93,188 — — 93,188 Investments 11,540 1,245,227 17,090 — 1,273,857 Intercompany receivables 2,443,253 6,419,210 362,170 (9,224,633 ) — Other 124,739 137,998 372 (121,319 ) 141,790 Total other assets 2,579,532 12,833,899 469,995 (9,345,952 ) 6,537,474 Total Assets $ 13,231,122 $ 13,752,993 $ 581,214 $ (19,391,248 ) $ 8,174,081 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF SEPTEMBER 30 , 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 22,537 $ 18,511 $ 1,167 $ — $ 42,215 Debt due within one year — — — — — Income taxes payable — 71,741 — — 71,741 Contracts payable for broadcast rights — 269,632 3,544 — 273,176 Deferred revenue — 12,072 493 — 12,565 Interest payable 14,095 — — — 14,095 Other 49,059 223,532 425 — 273,016 Total current liabilities 85,691 595,488 5,629 — 686,808 Non-Current Liabilities Long-term debt 2,917,454 — — — 2,917,454 Deferred income taxes — 736,506 143,980 (121,319 ) 759,167 Contracts payable for broadcast rights — 326,455 199 — 326,654 Intercompany payables 6,892,059 2,067,198 265,376 (9,224,633 ) — Other 453,776 120,533 20,312 — 594,621 Total non-current liabilities 10,263,289 3,250,692 429,867 (9,345,952 ) 4,597,896 Total liabilities 10,348,980 3,846,180 435,496 (9,345,952 ) 5,284,704 Shareholders’ Equity (Deficit) Common stock 101 — — — 101 Treasury stock (632,194 ) — — — (632,194 ) Additional paid-in-capital 4,028,524 9,039,884 202,761 (9,242,645 ) 4,028,524 Retained (deficit) earnings (443,042 ) 869,641 (64,774 ) (804,867 ) (443,042 ) Accumulated other comprehensive (loss) income (71,247 ) (2,712 ) 496 2,216 (71,247 ) Total Tribune Media Company shareholders’ equity (deficit) 2,882,142 9,906,813 138,483 (10,045,296 ) 2,882,142 Noncontrolling interests — — 7,235 — 7,235 Total shareholders’ equity (deficit) 2,882,142 9,906,813 145,718 (10,045,296 ) 2,889,377 Total Liabilities and Shareholders’ Equity (Deficit) $ 13,231,122 $ 13,752,993 $ 581,214 $ (19,391,248 ) $ 8,174,081 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 574,638 $ 720 $ 2,300 $ — $ 577,658 Restricted cash and cash equivalents 17,566 — — — 17,566 Accounts receivable, net 198 428,254 660 — 429,112 Broadcast rights — 155,266 2,551 — 157,817 Income taxes receivable — 9,056 — — 9,056 Current assets of discontinued operations — 37,300 25,305 — 62,605 Prepaid expenses 11,640 24,074 148 — 35,862 Other 4,894 1,729 1 — 6,624 Total current assets 608,936 656,399 30,965 — 1,296,300 Properties Property, plant and equipment 55,529 547,601 107,938 — 711,068 Accumulated depreciation (21,635 ) (159,472 ) (6,041 ) — (187,148 ) Net properties 33,894 388,129 101,897 — 523,920 Investments in subsidiaries 10,502,544 106,486 — (10,609,030 ) — Other Assets Broadcast rights — 153,374 83 — 153,457 Goodwill — 3,220,300 7,630 — 3,227,930 Other intangible assets, net — 1,729,829 89,305 — 1,819,134 Non-current assets of discontinued operations — 514,200 93,953 — 608,153 Assets held for sale — 17,176 — — 17,176 Investments 19,079 1,637,909 17,895 — 1,674,883 Intercompany receivables 2,326,261 5,547,542 358,834 (8,232,637 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 51,479 75,191 2,707 (49,279 ) 80,098 Total other assets 2,423,819 12,895,521 570,407 (8,308,916 ) 7,580,831 Total Assets $ 13,569,193 $ 14,046,535 $ 703,269 $ (18,917,946 ) $ 9,401,051 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES AS OF DECEMBER 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 $ 29,827 $ 29,703 $ 1,023 $ — $ 60,553 Debt due within one year 15,921 — 4,003 — 19,924 Income taxes payable — 21,130 36 — 21,166 Contracts payable for broadcast rights — 238,497 2,758 — 241,255 Deferred revenue — 13,593 97 — 13,690 Interest payable 30,301 — 4 — 30,305 Current liabilities of discontinued operations — 44,763 9,521 — 54,284 Other 38,867 70,589 220 — 109,676 Total current liabilities 114,916 418,275 17,662 — 550,853 Non-Current Liabilities Long-term debt 3,380,860 — 10,767 — 3,391,627 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 871,923 161,604 (49,279 ) 984,248 Contracts payable for broadcast rights — 314,755 85 — 314,840 Intercompany payables 6,065,424 1,912,259 254,954 (8,232,637 ) — Other 468,227 50,239 20 — 518,486 Non-current liabilities of discontinued operations — 86,517 8,797 — 95,314 Total non-current liabilities 9,914,511 3,262,693 436,227 (8,308,916 ) 5,304,515 Total Liabilities 10,029,427 3,680,968 453,889 (8,308,916 ) 5,855,368 Shareholders’ Equity (Deficit) Common stock 100 — — — 100 Treasury stock (632,207 ) — — — (632,207 ) Additional paid-in-capital 4,561,760 9,486,179 289,818 (9,775,997 ) 4,561,760 Retained (deficit) earnings (308,105 ) 888,088 (33,961 ) (854,127 ) (308,105 ) Accumulated other comprehensive (loss) income (81,782 ) (8,700 ) (12,394 ) 21,094 (81,782 ) Total Tribune Media Company shareholders’ equity (deficit) 3,539,766 10,365,567 243,463 (10,609,030 ) 3,539,766 Noncontrolling interests — — 5,917 — 5,917 Total shareholders’ equity (deficit) 3,539,766 10,365,567 249,380 (10,609,030 ) 3,545,683 Total Liabilities and Shareholders’ Equity (Deficit) $ 13,569,193 $ 14,046,535 $ 703,269 $ (18,917,946 ) $ 9,401,051 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30 , 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (184,784 ) $ 346,685 $ 9,510 $ — $ 171,411 Investing Activities Capital expenditures (3,812 ) (33,645 ) (3,966 ) — (41,423 ) Investments — (25 ) — — (25 ) Net proceeds from the sale of business 574,817 (5,249 ) (11,775 ) — 557,793 Proceeds from FCC spectrum auction — 172,102 — — 172,102 Sale of partial interest of equity method investment — 142,552 — — 142,552 Proceeds from sales of real estate and other assets — 61,240 — — 61,240 Proceeds from the sale of investments 5,769 — — — 5,769 Distributions from equity investments — 4,608 — — 4,608 Distribution from cost investment — — 805 — 805 Net cash provided by (used in) investing activities 576,774 341,583 (14,936 ) — 903,421 Financing Activities Long-term borrowings 202,694 — — — 202,694 Repayments of long-term debt (688,708 ) — (14,819 ) — (703,527 ) Long-term debt issuance costs (1,689 ) — — — (1,689 ) Payments of dividends (564,499 ) — — — (564,499 ) Tax withholdings related to net share settlements of share-based awards (8,030 ) — — — (8,030 ) Proceeds from stock option exercises 11,231 — — — 11,231 Contributions from noncontrolling interests — — 1,318 — 1,318 Change in intercompany receivables and payables and intercompany contributions (1) 680,631 (690,989 ) 10,358 — — Net cash used in financing activities (368,370 ) (690,989 ) (3,143 ) — (1,062,502 ) Net Increase (Decrease) in Cash and Cash Equivalents 23,620 (2,721 ) (8,569 ) — 12,330 Cash and cash equivalents, beginning of year 574,638 4,527 11,244 — 590,409 Cash and cash equivalents, end of year $ 598,258 $ 1,806 $ 2,675 $ — $ 602,739 (1) Excludes the impact of a $54 million non-cash settlement of intercompany balances upon the sale of certain Guarantor and Non-Guarantor subsidiaries included in the Gracenote Sale. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30 , 2016 (In thousands of dollars) Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (73,507 ) $ 364,608 $ (104,561 ) $ — $ 186,540 Investing Activities Capital expenditures (9,433 ) (46,419 ) (6,003 ) — (61,855 ) Investments (850 ) (101 ) (2,500 ) — (3,451 ) Proceeds from sales of real estate and other assets — 506,369 681 — 507,050 Transfers from restricted cash — 297 — — 297 Intercompany dividend 3,326 — — (3,326 ) — Net cash (used in) provided by investing activities (6,957 ) 460,146 (7,822 ) (3,326 ) 442,041 Financing Activities Repayments of long-term debt (17,844 ) — (3,037 ) — (20,881 ) Long-term debt issuance costs (784 ) — — — (784 ) Payments of dividends (68,684 ) — — — (68,684 ) Tax withholdings related to net share settlements of share-based awards (4,540 ) — — — (4,540 ) Common stock repurchases (149,147 ) — — — (149,147 ) Contributions from noncontrolling interests — — 145 — 145 Settlements of contingent consideration — (750 ) (2,886 ) — (3,636 ) Intercompany dividend — (3,326 ) — 3,326 — Change in intercompany receivables and payables (1) 706,331 (823,087 ) 116,756 — — Net cash provided by (used in) financing activities 465,332 (827,163 ) 110,978 3,326 (247,527 ) Net Increase (Decrease) in Cash and Cash Equivalents 384,868 (2,409 ) (1,405 ) — 381,054 Cash and cash equivalents, beginning of year 235,508 13,054 14,082 — 262,644 Cash and cash equivalents, end of year $ 620,376 $ 10,645 $ 12,677 $ — $ 643,698 (1) Excludes the impact of a $56 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor subsidiaries. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 19: SUBSEQUENT EVENTS On October 19, 2017, holders of a majority of the outstanding shares of the Company’s Class A Common Stock and Class B Common Stock, voting as a single class, voted on and approved the Merger Agreement and the transactions contemplated by the Merger Agreement at a duly called special meeting of Tribune shareholders. |
Basis Of Presentation And Sig30
Basis Of Presentation And Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016 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 September 30, 2017 and the results of operations and cash flows for the three and nine months ended September 30, 2017 and September 30, 2016 . 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 January 31, 2017, the Company completed the Gracenote Sale (as defined below). The historical results of operations for the businesses included in the Gracenote Sale are presented in discontinued operations for all periods presented (see Note 2 ). Unless indicated otherwise, the information in the notes to the accompanying unaudited condensed consolidated financial statements relates to the Company’s continuing operations. |
Change in Accounting Principles | Change in Accounting Principles —In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718).” The Company adopted ASU 2016-09 on January 1, 2017. The Company made a policy election to account for forfeitures of equity awards as they occur and implemented this provision using a modified retrospective transition method. The cumulative-effect adjustment to retained earnings in the first quarter of 2017 as a result of this election was immaterial. The Company adopted the other provisions of ASU 2016-09 on a prospective basis. The adoption of these provisions did not have a material impact on the Company’s unaudited condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350).” The Company adopted the standard on a prospective basis, effective January 1, 2017. The standard simplifies the subsequent measure of goodwill by eliminating Step 2 from the goodwill impairment test. Under ASU 2017-04, companies should recognize an impairment charge for the amount the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized cannot exceed the total goodwill allocated to that reporting unit. The adoption of this standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718).” The Company adopted the standard on a prospective basis, effective April 1, 2017. The standard addresses the diversity in practice of when companies apply modification accounting when there are changes in terms or conditions to share-based payment awards. The guidance states that a company should consider changes as a modification unless all of the following are met (i) there is no change in the fair value of the award as a result of the modification, (ii) the vesting conditions have not changed and (iii) the classification of the award as an equity instrument or a liability instrument has not changed. The adoption of this standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements. |
Derivative Instruments | Derivative Instruments —The Company’s earnings and cash flows are subject to fluctuations due to changes in interest rates. The Company’s risk management policy allows for the use of derivative financial instruments to manage interest rate exposures and does not permit derivatives to be used for speculative purposes. The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking the derivatives designated as cash flow hedges to specific forecasted transactions or variability of cash flow. The Company also formally assesses, both at hedge inception and on an ongoing basis, whether the designated derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flow of hedged items as well as monitors the credit worthiness of the counterparties to ensure no issues exist which would affect the value of the derivatives. When a derivative is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, the Company discontinues hedge accounting prospectively, in accordance with derecognition criteria for hedge accounting. The Company records derivative financial instruments at fair value in its unaudited Condensed Consolidated Balance Sheets in either other current liabilities or other noncurrent assets. Changes in the fair value of a derivative that is designated as a cash flow hedge, to the extent that the hedge is effective, are recorded in accumulated other comprehensive (loss) income and reclassified to earnings when the hedged item affects earnings. Cash flows from derivative financial instruments are classified in the unaudited Condensed Consolidated Statements of Cash Flows based on the nature of the derivative contract. |
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 August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815).” The standard simplifies the application of the hedge accounting guidance and enables entities to better portray the economic results of their risk management activities in the financial statements. The new guidance eliminates the requirement and the ability to separately record ineffectiveness on cash flow and net investment hedges and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The standard requires certain additional disclosures that focus on the effect of hedge accounting whereas the disclosure of hedge ineffectiveness is eliminated. The amendments expand the types of permissible hedging strategies. Additionally, the amendment makes the hedge documentation and effectiveness assessment less complex. The standard is effective for fiscal years beginning after December 15, 2018, and the interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2017-12 related to cash flow hedge relationships that exist on the date of adoption should be applied using a modified retrospective approach with the cumulative effect of initially applying ASU 2017-12 at the date of initial application. The presentation and disclosure requirements apply prospectively. The Company is currently evaluating the impact of adopting ASU 2017-12 on its consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715).” The standard changes how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the net periodic benefit cost in the statement of operations. Under the new guidance, employers are required to present the service cost component of net periodic benefit cost in the same statement of operations caption as other employee compensation costs arising from services rendered during the period. Employers are required to present the other components of the net periodic benefit cost separately from the caption that includes the service costs and outside of any subtotal of operating profit and are required to disclose the caption used to present the other components of net periodic benefit cost, if not presented separately on the statement of operations. Additionally, only the service cost component will be eligible for capitalization in assets. The standard is effective for fiscal years beginning after December 15, 2017, and the interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2017-07 must be applied retrospectively. Upon adoption, the Company is required to provide the relevant disclosures under Topic 250, Accounting Changes and Error Corrections. The Company is currently evaluating the impact of adopting ASU 2017-07 on its consolidated financial statements. In February 2017, the FASB issued ASU No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20).” The standard clarifies that ASC 610-20 provides guidance for recognizing gains and losses from the transfer of nonfinancial assets and in substance nonfinancial assets in contracts with noncustomers. As a result of the new guidance, the guidance specific to real estate sales in ASC 360-20 will be eliminated. Instead, sales and partial sales of real estate will be subject to the same recognition model as all other nonfinancial assets. The standard is effective for fiscal years beginning after December 15, 2017, and the interim periods within those fiscal periods. Early adoption is permitted. The amendments in ASU 2017-05 may be applied either retrospectively to each prior period presented or retrospectively with the cumulative effect of initially applying ASU 2017-05 at the date of initial application. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230).” The standard addresses the diversity in classification and presentation of changes in restricted cash on the statement of cash flows. The standard requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. In addition, transfers between cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents are not reported as cash flow activities. The standard also requires additional disclosures related to a reconciliation of the balance sheet line items related to cash, cash equivalents, restricted cash and restricted cash equivalents to the statement of cash flows, which can be presented either on the face of the statement of cash flows or separately in the notes to the financial statements. The amendments in this ASU should be applied using a retrospective transition method to each period presented. The standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230).” The standard addresses several specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash activities are presented and classified in the statement of cash flows. The cash flow issues addressed include debt prepayment or extinguishment costs, settlement of debt instruments with coupon rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, distributions received from equity method investees and cash receipts and payments that may have aspects of more than one class of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, 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 impact of adopting ASU 2016-15 on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The standard requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of “probable” has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset’s origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-13 on its consolidated financial statements. In 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, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s 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, and 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. In December 2016, the FASB issued ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” to clarify or to correct unintended application of the Topic 606, including disclosure requirements related to performance obligations. The amendments in ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 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, ASU 2016-12 and ASU 2016-20 at the date of initial application. The Company is currently evaluating the impact of adopting ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 on its consolidated financial statements. The Company will adopt the new revenue guidance effective January 1, 2018 using the modified retrospective transition method applied to those contracts which were not completed at that date. A project plan was created, consisting of an assessment and implementation phase, which included a comprehensive contract review. As further described below, the Company is finalizing the assessment phase, and at this stage does not believe the standard will have a material impact on the consolidated financial statements. The only identified impact to the Company’s financial statements relates to barter revenue and expense as well as barter related broadcast rights and contracts payable for broadcast rights which will no longer be recognized. Barter revenue and expense for the three months ended September 30, 2017 and September 30, 2016 was $7 million and $8 million , respectively, and $21 million and $22 million for the nine months ended September 30, 2017 and September 30, 2016, respectively. Barter-related broadcast rights and contracts payable for broadcast rights on the Company’s unaudited Condensed Consolidated Balance Sheets were $52 million and $37 million as of September 30, 2017 and December 31, 2016, respectively. The standard also requires capitalization of certain costs; however, as part of the implementation process, the Company did not identify any costs that should be capitalized under the new guidance. Although the Company’s analysis is continuing, the following is a summary of the preliminary evaluation by revenue stream within the Television and Entertainment segment. Advertising Revenues —Under the new guidance, advertising revenue will be recognized over time primarily as ads are aired, which is consistent with current practice. Advertising revenue will continue to be recognized net of agency commissions. Retransmission Revenues and Carriage Fees —Revenue under the Company’s retransmission and carriage agreements are considered licenses of functional intellectual property under the guidance in the new revenue standard. Based on the guidance, the Company will recognize revenue at the point in time the content is transferred to the customer, which will result in revenue recognition that is consistent with current practice. The Company is continuing to finalize the internal review and documentation process as well an evaluation of the impact to internal controls over financial reporting, if any, and financial statement disclosures related to the new revenue recognition standard. The Company expects to complete the assessment by December 31, 2017. |
Basis Of Presentation And Sig31
Basis Of Presentation And Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017 and December 31, 2016 include the following assets and liabilities of the Dreamcatcher stations (in thousands): September 30, 2017 December 31, 2016 Property, plant and equipment, net $ 23 $ 91 Broadcast rights 3,545 2,634 Other intangible assets, net 74,546 82,442 Other assets 8,140 134 Total Assets $ 86,254 $ 85,301 Debt due within one year $ — $ 4,003 Contracts payable for broadcast rights 3,544 2,758 Long-term debt — 10,767 Long-term deferred revenue 20,312 — Other liabilities 661 85 Total Liabilities $ 24,517 $ 17,613 |
Discontinued Operations (Tables
Discontinued Operations (Tables) - Gracenote Companies | 9 Months Ended |
Sep. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations | The following table shows the components of the results from discontinued operations associated with the Gracenote Sale as reflected in the unaudited Condensed Consolidated Statements of Operations (in thousands): Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 (1) September 30, 2016 Operating revenues $ — $ 48,579 $ 18,168 $ 148,055 Direct operating expenses — 19,921 7,292 55,477 Selling, general and administrative — 28,733 15,349 84,083 Depreciation (2) — 3,946 — 9,894 Amortization (2) — 7,728 — 23,192 Operating loss — (11,749 ) (4,473 ) (24,591 ) Interest income — 57 16 83 Interest expense (3) — (3,826 ) (1,261 ) (11,497 ) Loss before income taxes — (15,518 ) (5,718 ) (36,005 ) Pretax gain on the disposal of discontinued operations — — 34,510 — Total pretax (loss) income on discontinued operations — (15,518 ) 28,792 (36,005 ) Income tax (benefit) expense (4) — (7,444 ) 13,753 (14,987 ) (Loss) income from discontinued operations, net of taxes $ — $ (8,074 ) $ 15,039 $ (21,018 ) (1) Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. (2) No depreciation expense or amortization expense was recorded by the Company in 2017 as the Gracenote Companies’ assets were held for sale as of December 31, 2016. (3) The Company used $400 million of proceeds from the Gracenote Sale to prepay a portion of its outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 7 ). Interest expense associated with the Company’s outstanding Term Loan Facility was allocated to discontinued operations based on the ratio of the $400 million prepayment to the total outstanding indebtedness under the Term Loan Facility in effect in each respective period. (4) The effective tax rates on pretax (loss) income from discontinued operations were 48.0% for the three months ended September 30, 2016 , 47.8% for the nine months ended September 30, 2017 and 41.6% for the nine months ended September 30, 2016 . The 2017 rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit), foreign tax rate differences, and an adjustment relating to the sale of the Gracenote Companies. The 2016 rates differ from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit) and foreign tax rate differences. |
Net Assets Classified as Held for Sale | The following is a summary of the assets and liabilities of discontinued operations (in thousands): December 31, 2016 Carrying Amounts of Major Classes of Current Assets Included as Part of Discontinued Operations Cash and cash equivalents $ 12,751 Accounts receivable, net 38,727 Prepaid expenses and other 11,127 Total current assets of discontinued operations 62,605 Carrying Amounts of Major Classes of Non-Current Assets Included as Part of Discontinued Operations Property, plant and equipment, net 49,348 Goodwill 333,258 Other intangible assets, net 219,287 Other long-term assets 6,260 Total non-current assets of discontinued operations 608,153 Total Assets Classified as Discontinued Operations in the Unaudited Condensed Consolidated Balance Sheets $ 670,758 Carrying Amounts of Major Classes of Current Liabilities Included as Part of Discontinued Operations Accounts payable $ 6,237 Employee compensation and benefits 17,011 Deferred revenue 27,113 Accrued expenses and other current liabilities 3,923 Total current liabilities of discontinued operations 54,284 Carrying Amounts of Major Classes of Non-Current Liabilities Included as Part of Discontinued Operations Deferred income taxes 89,029 Postretirement, medical, life and other benefits 2,786 Other obligations 3,499 Total non-current liabilities discontinued operations 95,314 Total Liabilities Classified as Discontinued Operations in the Unaudited Condensed Consolidated Balance Sheets $ 149,598 Net Assets Classified as Discontinued Operations $ 521,160 |
Cash Flows of Disposal Group | The following table represents the components of the results from discontinued operations associated with the Gracenote Sale as reflected in the Company’s unaudited Condensed Consolidated Statements of Cash Flows (in thousands): Nine Months Ended September 30, 2017 (1) September 30, 2016 Significant operating non-cash items: Stock-based compensation $ 1,992 $ 3,066 Depreciation (2) — 9,894 Amortization (2) — 23,192 Significant investing items (3): Capital expenditures 1,578 16,514 Net proceeds from the sale of business (4) 557,793 — Significant financing items (3): Settlements of contingent consideration — (3,636 ) (1) Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. (2) No depreciation expense or amortization expense was recorded by the Company in 2017 as the Gracenote Companies’ assets were held for sale as of December 31, 2016. (3) Non-cash investing and financing activities of Digital and Data businesses included in the Gracenote Sale were immaterial. (4) Net proceeds from the sale of business reflects the gross proceeds from the Gracenote sale of $584 million , net of $17 million of the Gracenote Companies’ cash and cash equivalents included in the sale and $9 million of selling costs. |
Changes in Operations (Tables)
Changes in Operations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Changes in Operations [Abstract] | |
Schedule of Severance and Related Activities | The following table summarizes these severance and related charges by business segment for the three and nine months ended September 30, 2017 and September 30, 2016 (in thousands): Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Television and Entertainment $ 78 $ 6,844 $ 4,413 $ 6,865 Corporate and Other 33 408 107 1,157 Total $ 111 $ 7,252 $ 4,520 $ 8,022 |
Schedule of Accrued Severance | Changes to the accrued liability for severance and related expenses during the nine months ended September 30, 2017 were as follows (in thousands): Balance at December 31, 2016 $ 8,981 Additions 4,520 Payments and other (7,637 ) Balance at September 30, 2017 $ 5,864 |
Assets Held For Sale and Sale34
Assets Held For Sale and Sales of Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 Sheets consisted of the following (in thousands): September 30, 2017 December 31, 2016 Real estate $ 54,288 $ 17,176 FCC licenses 38,900 — Total assets held for sale $ 93,188 $ 17,176 |
Goodwill And Other Intangible35
Goodwill And Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Goodwill and other intangible assets consisted of the following (in thousands): September 30, 2017 December 31, 2016 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 $ (62,938 ) $ 149,062 $ 212,000 $ (53,000 ) $ 159,000 Advertiser relationships (useful life of 8 years) 168,000 (99,750 ) 68,250 168,000 (84,000 ) 84,000 Network affiliation agreements (useful life of 5 to 16 years) 362,000 (164,934 ) 197,066 362,000 (133,725 ) 228,275 Retransmission consent agreements (useful life of 7 to 12 years) 830,100 (354,524 ) 475,576 830,100 (286,994 ) 543,106 Other (useful life of 5 to 15 years) 16,524 (6,111 ) 10,413 15,448 (4,695 ) 10,753 Total $ 1,588,624 $ (688,257 ) 900,367 $ 1,587,548 $ (562,414 ) 1,025,134 Other intangible assets not subject to amortization FCC licenses 740,300 779,200 Trade name 14,800 14,800 Total other intangible assets, net 1,655,467 1,819,134 Goodwill 3,228,869 3,227,930 Total goodwill and other intangible assets $ 4,884,336 $ 5,047,064 |
Schedule Of Changes of Finite-Lived Intangible Assets, Indefinite-Lived Intangible Assets, and Goodwill | The changes in the carrying amounts of intangible assets, which are in the Company’s Television and Entertainment segment, during the nine months ended September 30, 2017 were as follows (in thousands): Other intangible assets subject to amortization Balance as of December 31, 2016 $ 1,025,134 Amortization (125,662 ) Balance sheet reclassifications 86 Foreign currency translation adjustment 809 Balance as of September 30, 2017 $ 900,367 Other intangible assets not subject to amortization Balance at December 31, 2016 $ 794,000 Reclassification to assets held for sale (1) (38,900 ) Balance as of September 30, 2017 $ 755,100 Goodwill Gross balance as of December 31, 2016 $ 3,608,930 Accumulated impairment losses at December 31, 2016 (381,000 ) Balance at December 31, 2016 3,227,930 Foreign currency translation adjustment 939 Balance as of September 30, 2017 $ 3,228,869 Total goodwill and other intangible assets as of September 30, 2017 $ 4,884,336 (1) See Note 4 for additional information regarding FCC licenses reclassified to assets held for sale. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investment [Line Items] | |
Schedule of Investments | Investments consisted of the following (in thousands): September 30, 2017 December 31, 2016 Equity method investments $ 1,247,914 $ 1,642,117 Cost method investments 25,943 26,748 Marketable equity securities — 6,018 Total investments $ 1,273,857 $ 1,674,883 |
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 Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Income from equity investments, net, before amortization of basis difference $ 33,609 $ 45,381 $ 139,808 $ 155,254 Amortization of basis difference (12,551 ) (13,644 ) (40,952 ) (40,959 ) Income from equity investments, net $ 21,058 $ 31,737 $ 98,856 $ 114,295 |
Distributions from Equity Investments | Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Cash distributions from equity investments $ 32,911 $ 17,953 $ 182,561 $ 143,557 |
Television Food Network, G.P. | |
Investment [Line Items] | |
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 Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Revenues, net $ 274,754 $ 275,758 $ 880,868 $ 851,209 Operating income $ 157,207 $ 150,471 $ 547,363 $ 520,848 Net income $ 123,009 $ 116,431 $ 447,348 $ 421,961 |
CareerBuilder, LLC and Dose Media, LLC | |
Investment [Line Items] | |
Summary of Financial Information of Equity Investments | Summarized financial information for CareerBuilder and Dose Media is as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Revenues, net $ 165,961 $ 182,339 $ 505,383 $ 537,347 Operating (loss) income $ (9,661 ) $ 26,482 $ 373 $ 70,671 Net (loss) income $ (14,090 ) $ 26,396 $ (842 ) $ 70,758 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following (in thousands): September 30, 2017 December 31, 2016 Term Loan Facility Term B Loans due 2020, effective interest rate of 3.84% and 3.82%, net of unamortized discount and debt issuance costs of $2,059 and $31,230 $ 187,566 $ 2,312,218 Term C Loans due 2024, effective interest rate of 3.85%, net of unamortized discount and debt issuance costs of $22,653 1,643,239 — 5.875% Senior Notes due 2022, net of debt issuance costs of $13,351 and $15,437 1,086,649 1,084,563 Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount and debt issuance costs of $80 — 14,770 Total debt 2,917,454 3,411,551 Less: Debt due within one year — 19,924 Long-term debt, net of current portion $ 2,917,454 $ 3,391,627 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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): September 30, 2017 December 31, 2016 Fair Carrying Fair Carrying Cost method investments $ 25,943 $ 25,943 $ 26,748 $ 26,748 Term Loan Facility Term B Loans due 2020 $ 191,105 $ 187,566 $ 2,359,571 $ 2,312,218 Term C Loans due 2024 $ 1,675,788 $ 1,643,239 $ — $ — 5.875% Senior Notes due 2022 $ 1,148,455 $ 1,086,649 $ 1,120,482 $ 1,084,563 Dreamcatcher Credit Facility $ — $ — $ 14,952 $ 14,770 |
Pension And Other Retirement 39
Pension And Other Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic benefit credit for Company-sponsored pension plans, net of taxes, for the three and nine months ended September 30, 2017 and September 30, 2016 were as follows (in thousands): Pension Benefits Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Service cost $ 192 $ 173 $ 576 $ 519 Interest cost 19,549 20,681 58,646 62,043 Expected return on plans’ assets (25,281 ) (26,905 ) (75,844 ) (80,713 ) Amortization of prior service costs 29 23 87 68 Net periodic benefit credit $ (5,511 ) $ (6,028 ) $ (16,535 ) $ (18,083 ) |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Dividends Declared | Quarterly Cash Dividends —The Board declared quarterly cash dividends per share on Common Stock to holders of record of Common Stock and Warrants as follows (in thousands, except per share data): 2017 2016 Per Share Total Amount Per Share Total Amount First quarter $ 0.25 $ 21,742 $ 0.25 $ 23,215 Second quarter 0.25 21,816 0.25 22,959 Third quarter 0.25 21,834 0.25 22,510 Total quarterly cash dividends declared and paid $ 0.75 $ 65,392 $ 0.75 $ 68,684 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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. Nine Months Ended Shares Weighted Avg. Outstanding, beginning of period 2,396,160 $ 45.82 Granted 931,913 32.12 Exercised (396,217 ) 28.35 Forfeited (426,406 ) 29.16 Cancelled (77,793 ) 48.09 Adjustment due to the 2017 Special Cash Dividend 452,738 * Outstanding, end of period 2,880,395 $ 38.96 Vested and exercisable, end of period 1,197,862 $ 48.45 |
Restricted Stock Units Activity | A summary of activity and weighted average fair values related to the RSUs is reflected in the table below. Nine Months Ended Shares Weighted Avg. Outstanding, beginning of period 1,230,676 $ 40.92 Granted 624,591 32.77 Dividend equivalent units granted 23,686 38.63 Vested (558,603 ) 38.28 Dividend equivalent units vested (19,502 ) 32.34 Forfeited (337,235 ) 32.06 Dividend equivalent units forfeited (10,191 ) 32.20 Adjustment due to the 2017 Special Cash Dividend 223,698 * Outstanding and nonvested, end of period 1,177,120 $ 32.75 * Not meaningful |
Unrestricted Stock Award Activity | A summary of activity and weighted average fair values related to the unrestricted stock awards is as follows: Nine Months Ended Shares Weighted Avg. Fair Value Outstanding, beginning of period — $ — Granted 10,147 34.98 Vested (10,147 ) 34.98 Outstanding and nonvested, end of period — $ — |
Performance-based Units Activity | A summary of activity and weighted average fair values related to the PSUs and Supplemental PSUs is reflected in the table below. Nine Months Ended Shares Weighted Avg. Fair Value Outstanding, beginning of period 347,000 $ 27.23 Granted (1) 117,777 31.45 Dividend equivalent units granted 3,503 38.68 Vested (165,113 ) 32.67 Dividend equivalent units vested (3,726 ) 32.50 Forfeited (46,836 ) 33.73 Dividend equivalent units forfeited (5,601 ) 40.72 Adjustment due to the 2017 Special Cash Dividend (1)(2) 24,244 * Outstanding and nonvested, end of period 271,248 $ 22.20 * Not meaningful (1) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. (2) Excludes 19,725 PSUs which have not yet been deemed granted under U.S. GAAP. |
Unrecognized Compensation Cost, Nonvested Awards | As of September 30, 2017 , 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 $ 40,543 2.5 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 EPS numerator: (Loss) income from continuing operations, as reported $ (18,687 ) $ 153,839 $ (149,722 ) $ 16,313 Less: Dividends distributed to Warrants 14 40 60 127 Less: Undistributed earnings allocated to Warrants — 218 — — (Loss) income from continuing operations attributable to common shareholders for basic EPS $ (18,701 ) $ 153,581 $ (149,782 ) $ 16,186 Add: Undistributed earnings allocated to dilutive securities — 1 — — (Loss) income from continuing operations attributable to common shareholders for diluted EPS $ (18,701 ) $ 153,582 $ (149,782 ) $ 16,186 (Loss) income from discontinued operations attributable to common shareholders for basic and diluted EPS $ — $ (8,074 ) $ 15,039 $ (21,018 ) Net (loss) income attributable to common shareholders for basic EPS $ (18,701 ) $ 145,507 $ (134,743 ) $ (4,832 ) Net (loss) income attributable to common shareholders for diluted EPS $ (18,701 ) $ 145,508 $ (134,743 ) $ (4,832 ) EPS denominator: Weighted average shares outstanding - basic 87,257 89,950 86,984 91,367 Impact of dilutive securities — 503 — 363 Weighted average shares outstanding - diluted 87,257 90,453 86,984 91,730 Basic (Loss) Earnings Per Common Share from: Continuing Operations $ (0.21 ) $ 1.71 $ (1.72 ) $ 0.18 Discontinued Operations — (0.09 ) 0.17 (0.23 ) Net (Loss) Income Per Common Share $ (0.21 ) $ 1.62 $ (1.55 ) $ (0.05 ) Diluted (Loss) Earnings Per Common Share from: Continuing Operations $ (0.21 ) $ 1.70 $ (1.72 ) $ 0.18 Discontinued Operations — (0.09 ) 0.17 (0.23 ) Net (Loss) Income Per Common Share $ (0.21 ) $ 1.61 $ (1.55 ) $ (0.05 ) |
Accumulated Other Comprehensi43
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in AOCI, net of taxes by component for the nine months ended September 30, 2017 (in thousands): Pension and Other Post-Retirement Benefit Items Marketable Securities Cash Flow Hedging Instruments Foreign Currency Translation Adjustments Total Balance at December 31, 2016 $ (64,883 ) $ 3,075 $ — $ (19,974 ) $ (81,782 ) Other comprehensive (loss) income before reclassifications (442 ) (95 ) (6,126 ) 4,993 (1,670 ) Amounts reclassified from AOCI (120 ) (2,980 ) 2,540 12,765 12,205 Balance at September 30, 2017 $ (65,445 ) $ — $ (3,586 ) $ (2,216 ) $ (71,247 ) |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes business segment financial data for the three and nine months ended September 30, 2017 and September 30, 2016 (in thousands): Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Operating Revenues from Continuing Operations (1) Television and Entertainment $ 447,307 $ 460,164 $ 1,349,401 $ 1,384,173 Corporate and Other 3,226 9,874 10,559 34,133 Total operating revenues $ 450,533 $ 470,038 $ 1,359,960 $ 1,418,306 Operating (loss) profit from Continuing Operations (1)(2) Television and Entertainment $ (1,357 ) $ 46,024 $ 68,875 $ 187,975 Corporate and Other (22,392 ) 188,146 (89,530 ) 132,393 Total operating (loss) profit $ (23,749 ) $ 234,170 $ (20,655 ) $ 320,368 Depreciation from Continuing Operations (3) Television and Entertainment $ 10,844 $ 11,267 $ 31,413 $ 33,392 Corporate and Other 3,419 3,497 10,348 10,281 Total depreciation $ 14,263 $ 14,764 $ 41,761 $ 43,673 Amortization from Continuing Operations (3) Television and Entertainment $ 41,678 $ 41,668 $ 125,001 $ 125,003 Capital Expenditures Television and Entertainment $ 8,140 $ 16,122 $ 30,674 $ 29,558 Corporate and Other 5,184 4,757 9,171 15,783 Discontinued Operations — 5,545 1,578 16,514 Total capital expenditures $ 13,324 $ 26,424 $ 41,423 $ 61,855 September 30, 2017 December 31, 2016 Assets Television and Entertainment $ 7,211,563 $ 7,484,591 Corporate and Other 869,330 1,228,526 Assets held for sale (4) 93,188 17,176 Discontinued Operations — 670,758 Total assets $ 8,174,081 $ 9,401,051 (1) See Note 2 for the disclosures of operating revenues and operating loss included in discontinued operations for the historical periods. (2) Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes. (3) Depreciation and amortization from discontinued operations totaled $4 million and $8 million respectively, for the three months ended September 30, 2016 and $10 million and $23 million , respectively, for the nine months ended September 30, 2016. (4) See Note 4 for information regarding assets held for sale. |
Condensed Consolidating Finan45
Condensed Consolidating Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | |
Condensed Consolidating Statements of Statement of Operations and Comprehensive Income (Loss) | TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE (LOSS) INCOME THREE MONTHS ENDED SEPTEMBER 30 , 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 448,248 $ 2,285 $ — $ 450,533 Programming and direct operating expenses — 296,987 550 — 297,537 Selling, general and administrative 20,252 99,738 879 — 120,869 Depreciation and amortization 2,902 49,902 3,137 — 55,941 Gain on sales of real estate, net — (65 ) — — (65 ) Total Operating Expenses 23,154 446,562 4,566 — 474,282 Operating (Loss) Profit (23,154 ) 1,686 (2,281 ) — (23,749 ) (Loss) income on equity investments, net (482 ) 21,540 — — 21,058 Interest and dividend income 813 14 — — 827 Interest expense (40,313 ) — (76 ) — (40,389 ) Loss on extinguishments and modification of debt (1,384 ) — (51 ) — (1,435 ) (Loss) gain on investment transactions, net (143 ) 5,810 — — 5,667 Other non-operating items (753 ) — — — (753 ) Intercompany income (charges) 19,221 (19,179 ) (42 ) — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (46,195 ) 9,871 (2,450 ) — (38,774 ) Income tax benefit (15,668 ) (3,562 ) (857 ) — (20,087 ) Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 11,840 (123 ) — (11,717 ) — (Loss) Income from Continuing Operations $ (18,687 ) $ 13,310 $ (1,593 ) $ (11,717 ) $ (18,687 ) (Loss) Income from Discontinued Operations, net of taxes — — — — — Net (Loss) Income $ (18,687 ) $ 13,310 $ (1,593 ) $ (11,717 ) $ (18,687 ) Comprehensive (Loss) Income $ (18,062 ) $ 13,374 $ (1,074 ) $ (12,300 ) $ (18,062 ) TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE (LOSS) INCOME THREE MONTHS ENDED SEPTEMBER 30 , 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 467,697 $ 2,341 $ — $ 470,038 Programming and direct operating expenses — 248,094 536 — 248,630 Selling, general and administrative 24,968 118,114 892 — 143,974 Depreciation and amortization 2,973 50,283 3,176 — 56,432 Gain on sales of real estate, net — (213,168 ) — — (213,168 ) Total Operating Expenses 27,941 203,323 4,604 — 235,868 Operating (Loss) Profit (27,941 ) 264,374 (2,263 ) — 234,170 (Loss) income on equity investments, net (599 ) 32,336 — — 31,737 Interest and dividend income 464 12 — — 476 Interest expense (38,102 ) — (194 ) — (38,296 ) Other non-operating items (377 ) — — — (377 ) Intercompany income (charges) 22,341 (22,283 ) (58 ) — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (44,214 ) 274,439 (2,515 ) — 227,710 Income tax (benefit) expense (19,002 ) 94,496 (1,623 ) — 73,871 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 179,051 367 — (179,418 ) — Income (Loss) from Continuing Operations $ 153,839 $ 180,310 $ (892 ) $ (179,418 ) $ 153,839 (Loss) Income from Discontinued Operations, net of taxes (8,074 ) (5,540 ) (3,319 ) 8,859 (8,074 ) Net Income (Loss) $ 145,765 $ 174,770 $ (4,211 ) $ (170,559 ) $ 145,765 Comprehensive Income (Loss) $ 148,449 $ 174,425 $ (1,916 ) $ (172,509 ) $ 148,449 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE (LOSS) INCOME NINE MONTHS ENDED SEPTEMBER 30 , 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,352,933 $ 7,027 $ — $ 1,359,960 Programming and direct operating expenses — 785,816 5,798 — 791,614 Selling, general and administrative 83,077 336,931 2,596 — 422,604 Depreciation and amortization 8,788 148,591 9,383 — 166,762 Gain on sales of real estate, net — (365 ) — — (365 ) Total Operating Expenses 91,865 1,270,973 17,777 — 1,380,615 Operating (Loss) Profit (91,865 ) 81,960 (10,750 ) — (20,655 ) (Loss) income on equity investments, net (1,521 ) 100,377 — — 98,856 Interest and dividend income 1,829 51 — — 1,880 Interest expense (118,929 ) — (403 ) — (119,332 ) Loss on extinguishments and modification of debt (20,436 ) — (51 ) — (20,487 ) Gain on investment transactions, net 4,807 5,810 — — 10,617 Write-downs of investment — (180,800 ) — — (180,800 ) Other non-operating items (1,407 ) — — — (1,407 ) Intercompany income (charges) 66,907 (66,756 ) (151 ) — — Loss from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (160,615 ) (59,358 ) (11,355 ) — (231,328 ) Income tax benefit (56,260 ) (21,035 ) (4,311 ) — (81,606 ) (Deficit) equity in earnings of consolidated subsidiaries, net of taxes (45,367 ) (2,797 ) — 48,164 — (Loss) Income from Continuing Operations $ (149,722 ) $ (41,120 ) $ (7,044 ) $ 48,164 $ (149,722 ) Income (Loss) from Discontinued Operations, net of taxes 15,039 (1,904 ) 807 1,097 15,039 Net (Loss) Income $ (134,683 ) $ (43,024 ) $ (6,237 ) $ 49,261 $ (134,683 ) Comprehensive (Loss) Income $ (124,148 ) $ (37,036 ) $ 6,653 $ 30,383 $ (124,148 ) TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE (LOSS) INCOME NINE MONTHS ENDED SEPTEMBER 30 , 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,411,158 $ 7,148 $ — $ 1,418,306 Programming and direct operating expenses — 686,994 2,701 — 689,695 Selling, general and administrative 74,378 375,352 2,556 — 452,286 Depreciation and amortization 8,310 150,800 9,566 — 168,676 Gain on sales of real estate, net — (212,719 ) — — (212,719 ) Total Operating Expenses 82,688 1,000,427 14,823 — 1,097,938 Operating (Loss) Profit (82,688 ) 410,731 (7,675 ) — 320,368 (Loss) income on equity investments, net (1,997 ) 116,292 — — 114,295 Interest and dividend income 772 64 — — 836 Interest expense (113,864 ) — (644 ) — (114,508 ) Other non-operating items (756 ) — — — (756 ) Intercompany income (charges) 66,322 (66,152 ) (170 ) — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (132,211 ) 460,935 (8,489 ) — 320,235 Income tax expense 22,057 179,173 102,692 — 303,922 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 170,581 (959 ) — (169,622 ) — Income (Loss) from Continuing Operations $ 16,313 $ 280,803 $ (111,181 ) $ (169,622 ) $ 16,313 (Loss) Income from Discontinued Operations, net of taxes (21,018 ) (16,960 ) (2,367 ) 19,327 (21,018 ) Net (Loss) Income $ (4,705 ) $ 263,843 $ (113,548 ) $ (150,295 ) $ (4,705 ) Comprehensive Income (Loss) $ 2,427 $ 261,800 $ (109,688 ) $ (152,112 ) $ 2,427 |
Condensed Consolidating Balance Sheets | TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF SEPTEMBER 30 , 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 598,258 $ 1,806 $ 2,675 $ — $ 602,739 Restricted cash and cash equivalents 17,566 — — — 17,566 Accounts receivable, net 291 390,181 — — 390,472 Broadcast rights — 145,582 3,394 — 148,976 Income taxes receivable — 14,994 — — 14,994 Prepaid expenses 10,950 11,458 209 — 22,617 Other 6,761 1,916 — — 8,677 Total current assets 633,826 565,937 6,278 — 1,206,041 Properties Property, plant and equipment 58,856 484,122 111,894 — 654,872 Accumulated depreciation (30,252 ) (187,101 ) (6,953 ) — (224,306 ) Net properties 28,604 297,021 104,941 — 430,566 Investments in subsidiaries 9,989,160 56,136 — (10,045,296 ) — Other Assets Broadcast rights — 144,152 151 — 144,303 Goodwill — 3,220,300 8,569 — 3,228,869 Other intangible assets, net — 1,573,824 81,643 — 1,655,467 Assets held for sale — 93,188 — — 93,188 Investments 11,540 1,245,227 17,090 — 1,273,857 Intercompany receivables 2,443,253 6,419,210 362,170 (9,224,633 ) — Other 124,739 137,998 372 (121,319 ) 141,790 Total other assets 2,579,532 12,833,899 469,995 (9,345,952 ) 6,537,474 Total Assets $ 13,231,122 $ 13,752,993 $ 581,214 $ (19,391,248 ) $ 8,174,081 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF SEPTEMBER 30 , 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 22,537 $ 18,511 $ 1,167 $ — $ 42,215 Debt due within one year — — — — — Income taxes payable — 71,741 — — 71,741 Contracts payable for broadcast rights — 269,632 3,544 — 273,176 Deferred revenue — 12,072 493 — 12,565 Interest payable 14,095 — — — 14,095 Other 49,059 223,532 425 — 273,016 Total current liabilities 85,691 595,488 5,629 — 686,808 Non-Current Liabilities Long-term debt 2,917,454 — — — 2,917,454 Deferred income taxes — 736,506 143,980 (121,319 ) 759,167 Contracts payable for broadcast rights — 326,455 199 — 326,654 Intercompany payables 6,892,059 2,067,198 265,376 (9,224,633 ) — Other 453,776 120,533 20,312 — 594,621 Total non-current liabilities 10,263,289 3,250,692 429,867 (9,345,952 ) 4,597,896 Total liabilities 10,348,980 3,846,180 435,496 (9,345,952 ) 5,284,704 Shareholders’ Equity (Deficit) Common stock 101 — — — 101 Treasury stock (632,194 ) — — — (632,194 ) Additional paid-in-capital 4,028,524 9,039,884 202,761 (9,242,645 ) 4,028,524 Retained (deficit) earnings (443,042 ) 869,641 (64,774 ) (804,867 ) (443,042 ) Accumulated other comprehensive (loss) income (71,247 ) (2,712 ) 496 2,216 (71,247 ) Total Tribune Media Company shareholders’ equity (deficit) 2,882,142 9,906,813 138,483 (10,045,296 ) 2,882,142 Noncontrolling interests — — 7,235 — 7,235 Total shareholders’ equity (deficit) 2,882,142 9,906,813 145,718 (10,045,296 ) 2,889,377 Total Liabilities and Shareholders’ Equity (Deficit) $ 13,231,122 $ 13,752,993 $ 581,214 $ (19,391,248 ) $ 8,174,081 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 574,638 $ 720 $ 2,300 $ — $ 577,658 Restricted cash and cash equivalents 17,566 — — — 17,566 Accounts receivable, net 198 428,254 660 — 429,112 Broadcast rights — 155,266 2,551 — 157,817 Income taxes receivable — 9,056 — — 9,056 Current assets of discontinued operations — 37,300 25,305 — 62,605 Prepaid expenses 11,640 24,074 148 — 35,862 Other 4,894 1,729 1 — 6,624 Total current assets 608,936 656,399 30,965 — 1,296,300 Properties Property, plant and equipment 55,529 547,601 107,938 — 711,068 Accumulated depreciation (21,635 ) (159,472 ) (6,041 ) — (187,148 ) Net properties 33,894 388,129 101,897 — 523,920 Investments in subsidiaries 10,502,544 106,486 — (10,609,030 ) — Other Assets Broadcast rights — 153,374 83 — 153,457 Goodwill — 3,220,300 7,630 — 3,227,930 Other intangible assets, net — 1,729,829 89,305 — 1,819,134 Non-current assets of discontinued operations — 514,200 93,953 — 608,153 Assets held for sale — 17,176 — — 17,176 Investments 19,079 1,637,909 17,895 — 1,674,883 Intercompany receivables 2,326,261 5,547,542 358,834 (8,232,637 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 51,479 75,191 2,707 (49,279 ) 80,098 Total other assets 2,423,819 12,895,521 570,407 (8,308,916 ) 7,580,831 Total Assets $ 13,569,193 $ 14,046,535 $ 703,269 $ (18,917,946 ) $ 9,401,051 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES AS OF DECEMBER 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 $ 29,827 $ 29,703 $ 1,023 $ — $ 60,553 Debt due within one year 15,921 — 4,003 — 19,924 Income taxes payable — 21,130 36 — 21,166 Contracts payable for broadcast rights — 238,497 2,758 — 241,255 Deferred revenue — 13,593 97 — 13,690 Interest payable 30,301 — 4 — 30,305 Current liabilities of discontinued operations — 44,763 9,521 — 54,284 Other 38,867 70,589 220 — 109,676 Total current liabilities 114,916 418,275 17,662 — 550,853 Non-Current Liabilities Long-term debt 3,380,860 — 10,767 — 3,391,627 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 871,923 161,604 (49,279 ) 984,248 Contracts payable for broadcast rights — 314,755 85 — 314,840 Intercompany payables 6,065,424 1,912,259 254,954 (8,232,637 ) — Other 468,227 50,239 20 — 518,486 Non-current liabilities of discontinued operations — 86,517 8,797 — 95,314 Total non-current liabilities 9,914,511 3,262,693 436,227 (8,308,916 ) 5,304,515 Total Liabilities 10,029,427 3,680,968 453,889 (8,308,916 ) 5,855,368 Shareholders’ Equity (Deficit) Common stock 100 — — — 100 Treasury stock (632,207 ) — — — (632,207 ) Additional paid-in-capital 4,561,760 9,486,179 289,818 (9,775,997 ) 4,561,760 Retained (deficit) earnings (308,105 ) 888,088 (33,961 ) (854,127 ) (308,105 ) Accumulated other comprehensive (loss) income (81,782 ) (8,700 ) (12,394 ) 21,094 (81,782 ) Total Tribune Media Company shareholders’ equity (deficit) 3,539,766 10,365,567 243,463 (10,609,030 ) 3,539,766 Noncontrolling interests — — 5,917 — 5,917 Total shareholders’ equity (deficit) 3,539,766 10,365,567 249,380 (10,609,030 ) 3,545,683 Total Liabilities and Shareholders’ Equity (Deficit) $ 13,569,193 $ 14,046,535 $ 703,269 $ (18,917,946 ) $ 9,401,051 |
Condensed Consolidating Statement of Cash Flows | TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30 , 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (184,784 ) $ 346,685 $ 9,510 $ — $ 171,411 Investing Activities Capital expenditures (3,812 ) (33,645 ) (3,966 ) — (41,423 ) Investments — (25 ) — — (25 ) Net proceeds from the sale of business 574,817 (5,249 ) (11,775 ) — 557,793 Proceeds from FCC spectrum auction — 172,102 — — 172,102 Sale of partial interest of equity method investment — 142,552 — — 142,552 Proceeds from sales of real estate and other assets — 61,240 — — 61,240 Proceeds from the sale of investments 5,769 — — — 5,769 Distributions from equity investments — 4,608 — — 4,608 Distribution from cost investment — — 805 — 805 Net cash provided by (used in) investing activities 576,774 341,583 (14,936 ) — 903,421 Financing Activities Long-term borrowings 202,694 — — — 202,694 Repayments of long-term debt (688,708 ) — (14,819 ) — (703,527 ) Long-term debt issuance costs (1,689 ) — — — (1,689 ) Payments of dividends (564,499 ) — — — (564,499 ) Tax withholdings related to net share settlements of share-based awards (8,030 ) — — — (8,030 ) Proceeds from stock option exercises 11,231 — — — 11,231 Contributions from noncontrolling interests — — 1,318 — 1,318 Change in intercompany receivables and payables and intercompany contributions (1) 680,631 (690,989 ) 10,358 — — Net cash used in financing activities (368,370 ) (690,989 ) (3,143 ) — (1,062,502 ) Net Increase (Decrease) in Cash and Cash Equivalents 23,620 (2,721 ) (8,569 ) — 12,330 Cash and cash equivalents, beginning of year 574,638 4,527 11,244 — 590,409 Cash and cash equivalents, end of year $ 598,258 $ 1,806 $ 2,675 $ — $ 602,739 (1) Excludes the impact of a $54 million non-cash settlement of intercompany balances upon the sale of certain Guarantor and Non-Guarantor subsidiaries included in the Gracenote Sale. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30 , 2016 (In thousands of dollars) Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (73,507 ) $ 364,608 $ (104,561 ) $ — $ 186,540 Investing Activities Capital expenditures (9,433 ) (46,419 ) (6,003 ) — (61,855 ) Investments (850 ) (101 ) (2,500 ) — (3,451 ) Proceeds from sales of real estate and other assets — 506,369 681 — 507,050 Transfers from restricted cash — 297 — — 297 Intercompany dividend 3,326 — — (3,326 ) — Net cash (used in) provided by investing activities (6,957 ) 460,146 (7,822 ) (3,326 ) 442,041 Financing Activities Repayments of long-term debt (17,844 ) — (3,037 ) — (20,881 ) Long-term debt issuance costs (784 ) — — — (784 ) Payments of dividends (68,684 ) — — — (68,684 ) Tax withholdings related to net share settlements of share-based awards (4,540 ) — — — (4,540 ) Common stock repurchases (149,147 ) — — — (149,147 ) Contributions from noncontrolling interests — — 145 — 145 Settlements of contingent consideration — (750 ) (2,886 ) — (3,636 ) Intercompany dividend — (3,326 ) — 3,326 — Change in intercompany receivables and payables (1) 706,331 (823,087 ) 116,756 — — Net cash provided by (used in) financing activities 465,332 (827,163 ) 110,978 3,326 (247,527 ) Net Increase (Decrease) in Cash and Cash Equivalents 384,868 (2,409 ) (1,405 ) — 381,054 Cash and cash equivalents, beginning of year 235,508 13,054 14,082 — 262,644 Cash and cash equivalents, end of year $ 620,376 $ 10,645 $ 12,677 $ — $ 643,698 (1) Excludes the impact of a $56 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor subsidiaries. |
Basis Of Presentation And Sig46
Basis Of Presentation And Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | Nov. 08, 2017USD ($) | Oct. 18, 2017 | Sep. 15, 2017 | Aug. 02, 2017 | Jul. 06, 2017 | May 08, 2017USD ($)$ / shares | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | ||
Investment Holdings [Line Items] | |||||||||||||
FCC Transaction Review Period | 180 days | ||||||||||||
Hart-Scott-Rodino Antitrust Improvement Act of 1976 Waiting Period | 30 days | ||||||||||||
Department of Justice Merger Waiting Period | 60 days | ||||||||||||
Operating revenues | $ 450,533 | $ 470,038 | $ 1,359,960 | [1] | $ 1,418,306 | [1] | |||||||
Operating profit | (23,749) | 234,170 | (20,655) | [1],[2] | 320,368 | [1],[2] | |||||||
Repayments of long-term debt | 703,527 | 20,881 | |||||||||||
Costs and Expenses | 474,282 | 235,868 | 1,380,615 | 1,097,938 | |||||||||
Barter | |||||||||||||
Investment Holdings [Line Items] | |||||||||||||
Operating revenues | 7,000 | 8,000 | 21,000 | 22,000 | |||||||||
Costs and Expenses | 7,000 | 8,000 | 21,000 | 22,000 | |||||||||
Program rights | 52,000 | 52,000 | $ 37,000 | ||||||||||
Program Rights Obligations | 52,000 | 52,000 | $ 37,000 | ||||||||||
Subsequent Event | |||||||||||||
Investment Holdings [Line Items] | |||||||||||||
FCC Transaction Review Period, Pause | 15 days | ||||||||||||
Federal Communications Commission Regulation, Proceeds Received From Auction | $ 185,000 | ||||||||||||
Dreamcatcher Stations | |||||||||||||
Investment Holdings [Line Items] | |||||||||||||
Federal Communications Commission Regulation, Proceeds Received From Auction | 21,000 | ||||||||||||
Repayments of long-term debt | 12,600 | ||||||||||||
Dreamcatcher Stations | Variable Interest Entity, Primary Beneficiary | |||||||||||||
Investment Holdings [Line Items] | |||||||||||||
Operating revenues | 17,000 | 17,000 | 52,000 | 52,000 | |||||||||
Operating profit | $ 3,000 | $ 3,000 | $ 8,000 | $ 10,000 | |||||||||
Sinclair Merger | |||||||||||||
Investment Holdings [Line Items] | |||||||||||||
Business Combination, Common Stock Cash Value Per Share Conversion | $ / shares | $ 35 | ||||||||||||
Business Combination, Consideration Transferred, Common Stock Exchange Ratio | 0.2300 | ||||||||||||
Contract Termination Fee | $ 135,500 | ||||||||||||
Grace Period After Contact Termination, Not Terminated by Company, Before Obtaining New Bid Without Termination Fee | 12 months | ||||||||||||
Sinclair Merger | Sinclair | |||||||||||||
Investment Holdings [Line Items] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | ||||||||||||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating loss included in discontinued operations for the historical periods. | ||||||||||||
[2] | (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes. |
Basis Of Presentation And Sig47
Basis Of Presentation And Significant Accounting Policies - Dreamcatcher (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Variable Interest Entity [Line Items] | |||
Property, plant and equipment, net | $ 430,566 | $ 523,920 | |
Broadcast rights | 144,303 | 153,457 | |
Other intangible assets, net | 1,655,467 | 1,819,134 | |
Other assets | 141,790 | 80,098 | |
Total Assets (1) | [1] | 8,174,081 | 9,401,051 |
Debt due within one year | 0 | 19,924 | |
Contracts payable for broadcast rights | 273,176 | 241,255 | |
Long-term debt | 2,917,454 | 3,391,627 | |
Other liabilities | 155,948 | 62,700 | |
Total Liabilities (1) | [1] | 5,284,704 | 5,855,368 |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Total Assets (1) | 101,000 | 97,000 | |
Total Liabilities (1) | 25,000 | 3,000 | |
Dreamcatcher | Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Property, plant and equipment, net | 23 | 91 | |
Broadcast rights | 3,545 | 2,634 | |
Other intangible assets, net | 74,546 | 82,442 | |
Other assets | 8,140 | 134 | |
Total Assets (1) | 86,254 | 85,301 | |
Debt due within one year | 0 | 4,003 | |
Contracts payable for broadcast rights | 3,544 | 2,758 | |
Long-term debt | 0 | 10,767 | |
Deferred Revenue, Noncurrent | 20,312 | 0 | |
Other liabilities | 661 | 85 | |
Total Liabilities (1) | $ 24,517 | $ 17,613 | |
[1] | (1) The Company’s consolidated total assets as of September 30, 2017 and December 31, 2016 include total assets of variable interest entities (“VIEs”) of $101 million and $97 million, respectively, which can only be used to settle the obligations of the VIEs. The Company’s consolidated total liabilities as of September 30, 2017 and December 31, 2016 include total liabilities of the VIEs of $25 million and $3 million, respectively, for which the creditors of the VIEs have no recourse to the Company (see Note 1). |
Discontinued Operations Narrati
Discontinued Operations Narrative (Details) - USD ($) | Feb. 01, 2017 | Jan. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
(Gain) Loss on Disposition of Business | $ 34,510,000 | $ 0 | |||
Repayments of Long-term Debt | 703,527,000 | 20,881,000 | |||
Amended Secured Credit Facility | Term B Loans | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Repayments of Long-term Debt | $ 400,000,000 | ||||
Discontinued Operations, Disposed of by Sale | Gracenote Companies | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Disposal Group, Including Discontinued Operation, Consideration | $ 560,000,000 | ||||
Proceeds from Divestiture of Businesses | $ 581,000,000 | 584,000,000 | |||
Proceeds from Divestiture of Business, Working Capital Adjustment | $ 3,000,000 | ||||
(Gain) Loss on Disposition of Business | (35,000,000) | ||||
Disposal Group, Including Discontinued Operation, Legal and Professional Fees | 10,000,000 | $ 1,000,000 | |||
Discontinued Operation, Amounts of Material Contingent Liabilities Remaining | $ 0 |
Discontinued Operations Graceno
Discontinued Operations Gracenote Companies Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
(Loss) income from discontinued operations, net of taxes | $ 0 | $ (8,074) | $ 15,039 | $ (21,018) | |||||
Gracenote Companies | Discontinued Operations, Disposed of by Sale | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Operating revenues | 0 | [1] | 48,579 | 18,168 | [1] | 148,055 | |||
Direct operating expenses | 0 | [1] | 19,921 | 7,292 | [1] | 55,477 | |||
Selling, general and administrative | 0 | [1] | 28,733 | 15,349 | [1] | 84,083 | |||
Depreciation (2) | 0 | [1],[2] | 3,946 | 0 | [1],[2] | 9,894 | |||
Amortization (2) | 0 | [1],[2] | 7,728 | 0 | [1],[2] | 23,192 | |||
Operating loss | 0 | [1] | (11,749) | (4,473) | [1] | (24,591) | |||
Interest income | 0 | [1] | 57 | 16 | [1] | 83 | |||
Interest expense (3) | 0 | [1] | (3,826) | [3] | (1,261) | [1],[3] | (11,497) | [3] | |
Loss before income taxes | 0 | [1] | (15,518) | (5,718) | [1] | (36,005) | |||
Pretax gain on the disposal of discontinued operations | 0 | [1] | 0 | 34,510 | [1] | 0 | |||
Total pretax gain (loss) on discontinued operations | 0 | [1] | (15,518) | 28,792 | [1] | (36,005) | |||
Income tax (benefit) expense (4) | [4] | 0 | [1] | (7,444) | 13,753 | [1] | (14,987) | ||
(Loss) income from discontinued operations, net of taxes | $ 0 | [1] | $ (8,074) | $ 15,039 | [1] | $ (21,018) | |||
[1] | (1) Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. | ||||||||
[2] | (2)No depreciation expense or amortization expense was recorded by the Company in 2017 as the Gracenote Companies’ assets were held for sale as of December 31, 2016. | ||||||||
[3] | (3) The Company used $400 million of proceeds from the Gracenote Sale to prepay a portion of its outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 7). Interest expense associated with the Company’s outstanding Term Loan Facility was allocated to discontinued operations based on the ratio of the $400 million prepayment to the total outstanding indebtedness under the Term Loan Facility in effect in each respective period. | ||||||||
[4] | (4)The effective tax rates on pretax (loss) income from discontinued operations were 48.0% for the three months ended September 30, 2016, 47.8% for the nine months ended September 30, 2017 and 41.6% for the nine months ended September 30, 2016. The 2017 rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit), foreign tax rate differences, and an adjustment relating to the sale of the Gracenote Companies. The 2016 rates differ from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit) and foreign tax rate differences. |
Discontinued Operations Grace50
Discontinued Operations Gracenote Companies Statement of Operations Footnote (Details) - USD ($) $ in Thousands | Feb. 01, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Repayments of Long-term Debt | $ 703,527 | $ 20,881 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% | 35.00% | |
Gracenote Companies | Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Effective Income Tax Rate Reconciliation, Discontinued Operations, Percent | 48.00% | 47.80% | 41.60% | ||
Amended Secured Credit Facility | Term B Loans | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Repayments of Long-term Debt | $ 400,000 |
Discontinued Operations Grace51
Discontinued Operations Gracenote Companies Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jan. 31, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total current assets of discontinued operations | $ 0 | $ 62,605 | |
Total non-current assets of discontinued operations | 0 | 608,153 | |
Total current liabilities of discontinued operations | 0 | 54,284 | |
Total non-current liabilities discontinued operations | 0 | 95,314 | |
Gracenote Companies | Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash and cash equivalents | $ 17,000 | 12,751 | |
Accounts receivable, net | 38,727 | ||
Prepaid expenses and other | 11,127 | ||
Total current assets of discontinued operations | 62,605 | ||
Property, plant and equipment, net | 49,348 | ||
Goodwill | 333,258 | ||
Other intangible assets, net | 219,287 | ||
Other long-term assets | 6,260 | ||
Total non-current assets of discontinued operations | 608,153 | ||
Total Assets Classified as Discontinued Operations in the Unaudited Condensed Consolidated Balance Sheets | $ 0 | 670,758 | |
Accounts payable | 6,237 | ||
Employee compensation and benefits | 17,011 | ||
Deferred revenue | 27,113 | ||
Accrued expenses and other current liabilities | 3,923 | ||
Total current liabilities of discontinued operations | 54,284 | ||
Deferred income taxes | 89,029 | ||
Postretirement, medical, life and other benefits | 2,786 | ||
Other obligations | 3,499 | ||
Total non-current liabilities discontinued operations | 95,314 | ||
Total Liabilities Classified as Discontinued Operations in the Unaudited Condensed Consolidated Balance Sheets | 149,598 | ||
Net Assets Classified as Discontinued Operations | $ 521,160 |
Discontinued Operations Grace52
Discontinued Operations Gracenote Companies Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Stock-based compensation | $ 5,000 | $ 10,000 | $ 27,432 | $ 27,608 | |||
Depreciation (2) | 41,761 | 53,567 | |||||
Amortization (2) | 125,001 | 148,195 | |||||
Capital expenditures | 13,324 | 26,424 | 41,423 | 61,855 | |||
Net proceeds from the sale of business (4) | 557,793 | 0 | |||||
Settlement of contingent consideration | 0 | (3,636) | |||||
Gracenote Companies | Discontinued Operations, Disposed of by Sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Stock-based compensation | 0 | 1,000 | 2,000 | [1] | 3,000 | ||
Depreciation (2) | [2] | 0 | [1] | 9,894 | |||
Amortization (2) | [2] | 0 | [1] | 23,192 | |||
Capital expenditures | $ 0 | $ 5,545 | 1,578 | [1],[3] | 16,514 | [3] | |
Net proceeds from the sale of business (4) | [4] | 557,793 | [1] | 0 | |||
Settlement of contingent consideration | $ 0 | $ (3,636) | |||||
[1] | (1) Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. | ||||||
[2] | (2)No depreciation expense or amortization expense was recorded by the Company in 2017 as the Gracenote Companies’ assets were held for sale as of December 31, 2016. | ||||||
[3] | (3)Non-cash investing and financing activities of Digital and Data businesses included in the Gracenote Sale were immaterial. | ||||||
[4] | (4)Net proceeds from the sale of business reflects the gross proceeds from the Gracenote sale of $584 million, net of $17 million of the Gracenote Companies’ cash and cash equivalents included in the sale and $9 million of selling costs. |
Discontinued Operations Grace53
Discontinued Operations Gracenote Companies Cash Flow Footnote (Details) - Gracenote Companies - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | Jan. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from Divestiture of Businesses | $ 581,000 | $ 584,000 | |
Cash and cash equivalents | $ 17,000 | $ 12,751 | |
Disposal Groups, Including Discontinued Operations, Selling Costs | $ 9,000 |
Changes in Operations (Details)
Changes in Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of Severance and Related Activities [Line Items] | ||||
Severance Costs | $ 111 | $ 7,252 | $ 4,520 | $ 8,022 |
Discontinued Operations, Disposed of by Sale | Gracenote Companies | ||||
Schedule of Severance and Related Activities [Line Items] | ||||
Severance Costs | $ 476 | $ 476 |
Changes in Operations Severance
Changes in Operations Severance and Related Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of Severance and Related Activities [Line Items] | ||||
Severance Costs | $ 111 | $ 7,252 | $ 4,520 | $ 8,022 |
Television and Entertainment | ||||
Schedule of Severance and Related Activities [Line Items] | ||||
Severance Costs | 78 | 6,844 | 4,413 | 6,865 |
Corporate and Other | ||||
Schedule of Severance and Related Activities [Line Items] | ||||
Severance Costs | $ 33 | $ 408 | $ 107 | $ 1,157 |
Changes in Operations Changes i
Changes in Operations Changes in Accrued Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Severance and related activity [Roll Forward] | ||||
Additions | $ 111 | $ 7,252 | $ 4,520 | $ 8,022 |
Employee Severance | ||||
Severance and related activity [Roll Forward] | ||||
Balance at December 31, 2016 | 8,981 | |||
Additions | 4,520 | |||
Payments and other | (7,637) | |||
Balance at September 30, 2017 | $ 5,864 | $ 5,864 |
Assets Held For Sale and Sale57
Assets Held For Sale and Sales of Real Estate (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Assets held for sale | [1] | $ 93,188 | $ 17,176 |
FCC Licenses | |||
Assets held for sale | 38,900 | 0 | |
Wholly Owned Properties | |||
Assets held for sale | $ 54,288 | $ 17,176 | |
[1] | (4)See Note 4 for information regarding assets held for sale. |
Assets Held For Sale and Sale58
Assets Held For Sale and Sales of Real Estate Narrative (Details) $ in Thousands | Jan. 31, 2017USD ($) | Jan. 26, 2017USD ($) | Sep. 27, 2016USD ($) | Sep. 26, 2016USD ($) | Jul. 14, 2016USD ($) | Jul. 12, 2016USD ($)property | Jul. 07, 2016USD ($) | Jun. 02, 2016USD ($) | May 02, 2016USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($)property | Jun. 30, 2017USD ($)property | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)property | Sep. 30, 2016USD ($) |
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Number of real estate properties held for sale (property) | property | 2 | 2 | |||||||||||||
Impairment of Long-Lived Assets to be Disposed of | $ 1,000 | $ 1,000 | $ 15,000 | ||||||||||||
Proceeds from sale of real estate | 61,000 | 505,000 | |||||||||||||
(Gain) loss on sales of real estate, net | $ (65) | $ (213,168) | (365) | (212,719) | |||||||||||
Proceeds from FCC spectrum auction | $ 172,102 | $ 0 | |||||||||||||
FCC Licenses | Subsequent Event | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
(Gain) Loss on Disposition of Intangible Assets | $ (133,000) | ||||||||||||||
Denver, CO Property | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | $ 23,000 | ||||||||||||||
Chicago, IL Property | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | $ 22,000 | $ 1,000 | |||||||||||||
Sale Leaseback Transaction, Lease Terms | P10Y | ||||||||||||||
(Gain) loss on sales of real estate, deferred | $ (13,000) | ||||||||||||||
Assets Held for Sale, Number of Properties Sold | property | 2 | ||||||||||||||
Baltimore, MD Property | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | $ 15,000 | ||||||||||||||
Assets Held for Sale, Number of Properties Sold | property | 2 | ||||||||||||||
Williamsburg, VA Property | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | $ 1,000 | ||||||||||||||
Deerfield Beach Property | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | $ 24,000 | ||||||||||||||
(Gain) loss on sales of real estate, net | $ 400 | ||||||||||||||
Allentown Property | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | $ 8,000 | ||||||||||||||
(Gain) loss on sales of real estate, net | $ 49 | ||||||||||||||
Seattle Property [Member] | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | $ 19,000 | ||||||||||||||
(Gain) loss on sales of real estate, deferred | $ (8,000) | ||||||||||||||
Orlando Sentinel Property | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | $ 34,000 | ||||||||||||||
(Gain) loss on sales of real estate, net | $ (2,000) | ||||||||||||||
Assets Held for Sale, Number of Properties Sold | property | 2 | ||||||||||||||
Arlington Heights Property | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | $ 400 | ||||||||||||||
Tribune Tower | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | $ 200,000 | ||||||||||||||
(Gain) loss on sales of real estate, net | (93,000) | ||||||||||||||
Tribune Tower | Contingent Payment | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | 35,000 | ||||||||||||||
LA Times Property | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | 102,000 | ||||||||||||||
(Gain) loss on sales of real estate, net | (59,000) | ||||||||||||||
LA Times Property | Contingent Payment | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | $ 10,000 | ||||||||||||||
Olympic Property | |||||||||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||||||||
Proceeds from sale of real estate | $ 119,000 | ||||||||||||||
(Gain) loss on sales of real estate, net | $ (59,000) |
Goodwill And Other Intangible59
Goodwill And Other Intangible Assets - (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Other intangible assets not subject to amortization | $ 755,100 | $ 794,000 |
Total other intangible assets, net (excluding goodwill) | 1,655,467 | 1,819,134 |
Goodwill | 3,228,869 | 3,227,930 |
Total goodwill and other intangible assets | 4,884,336 | 5,047,064 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 1,588,624 | 1,587,548 |
Intangible assets, accumulated amortization | (688,257) | (562,414) |
Intangible assets subject to amortization, net | 900,367 | 1,025,134 |
FCC Licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Other intangible assets not subject to amortization | 740,300 | 779,200 |
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 | (62,938) | (53,000) |
Intangible assets subject to amortization, net | $ 149,062 | 159,000 |
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 | (99,750) | (84,000) |
Intangible assets subject to amortization, net | $ 68,250 | 84,000 |
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 | (164,934) | (133,725) |
Intangible assets subject to amortization, net | $ 197,066 | 228,275 |
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 | (354,524) | (286,994) |
Intangible assets subject to amortization, net | $ 475,576 | 543,106 |
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 Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 16,524 | 15,448 |
Intangible assets, accumulated amortization | (6,111) | (4,695) |
Intangible assets subject to amortization, net | $ 10,413 | $ 10,753 |
Other Intangible Assets | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 5 years | |
Other Intangible Assets | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 15 years |
Goodwill And Other Intangible60
Goodwill And Other Intangible Assets - Changes in carrying amounts of intangible assets (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2016 | ||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance as of December 31, 2016 | $ 1,025,134 | ||
Amortization | (125,662) | ||
Balance sheet reclassifications | 86 | ||
Foreign currency translation adjustment | 809 | ||
Balance as of September 30, 2017 | 900,367 | ||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Balance at December 31, 2016 | 794,000 | ||
Reclassification to assets held for sale (1) | [1] | (38,900) | |
Balance as of September 30, 2017 | 755,100 | ||
Goodwill [Roll Forward] | |||
Gross balance as of December 31, 2016 | $ 3,608,930 | ||
Accumulated impairment losses at December 31, 2016 | (381,000) | ||
Balance at December 31, 2016 | 3,227,930 | ||
Foreign currency translation adjustment | 939 | ||
Balance as of September 30, 2017 | 3,228,869 | ||
Total goodwill and other intangible assets | $ 4,884,336 | $ 5,047,064 | |
[1] | (1) See Note 4 for additional information regarding FCC licenses reclassified to assets held for sale. |
Goodwill And Other Intangible61
Goodwill And Other Intangible Assets - Narrative (Details) $ in Millions | Sep. 30, 2017USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
Amortization expense relating to amortizable intangible assets, remainder of 2017 | $ 42 |
Amortization expense relating to amortizable intangible assets, 2018 | 167 |
Amortization expense relating to amortizable intangible assets, 2019 | 140 |
Amortization expense relating to amortizable intangible assets, 2020 | 134 |
Amortization expense relating to amortizable intangible assets, 2021 | 103 |
Amortization expense relating to amortizable intangible assets, 2022 | $ 84 |
Investments Total Investments (
Investments Total Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Investments [Abstract] | ||
Equity method investments | $ 1,247,914 | $ 1,642,117 |
Cost method investments | 25,943 | 26,748 |
Marketable equity securities | 0 | 6,018 |
Total investments | $ 1,273,857 | $ 1,674,883 |
Investments Equity Method Inves
Investments Equity Method Investments Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Investments [Abstract] | ||||
Income from equity investments, net, before amortization of basis difference | $ 33,609 | $ 45,381 | $ 139,808 | $ 155,254 |
Amortization of basis difference | (12,551) | (13,644) | (40,952) | (40,959) |
Income from equity investments, net | $ 21,058 | $ 31,737 | $ 98,856 | $ 114,295 |
Investments Equity Method Inv64
Investments Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2012 | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Postconfirmation, Investments | $ 2,224,000 | |||||||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | $ 698,000 | $ 698,000 | ||||||
Equity Method Investment, Net Intangible Assets Subject to Amortization of Basis Difference, Useful Life | 16 years | |||||||
Equity method investments | 1,247,914 | $ 1,247,914 | $ 1,642,117 | |||||
Income on equity investments, net | 21,058 | $ 31,737 | 98,856 | $ 114,295 | ||||
Distributions from equity investments | 177,953 | 143,557 | ||||||
Write-downs of investment | 0 | 0 | 180,800 | 0 | ||||
Proceeds from sale of equity method investments | 142,552 | 0 | ||||||
Gain on investment transactions, net | $ 5,667 | 0 | $ 10,617 | 0 | ||||
Television Food Network, G.P. | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 31.00% | 31.00% | ||||||
Equity method investments | $ 1,215,000 | $ 1,215,000 | 1,279,000 | |||||
Income on equity investments, net | 26,000 | 24,000 | 103,000 | 94,000 | ||||
Distributions from equity investments | $ 17,000 | 18,000 | $ 167,000 | 144,000 | ||||
CareerBuilder, LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | $ 72,000 | |||||||
Equity method investment, ownership percentage | 7.00% | 32.00% | 7.00% | |||||
Equity method investments | $ 11,000 | $ 11,000 | 341,000 | |||||
Income on equity investments, net | (5,000) | $ 8,000 | (3,000) | $ 22,000 | ||||
Distributions from equity investments | 16,000 | |||||||
Write-downs of investment | $ 59,000 | $ 122,000 | $ 181,000 | |||||
Proceeds from sale of equity method investments | 158,000 | |||||||
Gain on investment transactions, net | $ 6,000 | |||||||
Dose Media, LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 25.00% | 25.00% | ||||||
Equity method investments | $ 11,000 | $ 11,000 | $ 12,000 | |||||
Revaluation of Assets | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Fresh-Start Adjustment, Increase (Decrease), Investments | 1,615,000 | |||||||
Fresh-Start Adjustment, Carrying Value of Equity Investees' Amortizable Intangible Assets | 1,108,000 | |||||||
Fresh-Start Adjustment, Carrying Value of Equity Investees' Goodwill and Intangible Assets not Subject to Amortization | $ 507,000 |
Investments Cash Distributions
Investments Cash Distributions from Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from Equity Method Investment, Cash Distributions | $ 32,911 | $ 17,953 | $ 182,561 | $ 143,557 |
Investments TV Food Network (De
Investments TV Food Network (Details) - Television Food Network, G.P. - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||
Revenues, net | $ 274,754 | $ 275,758 | $ 880,868 | $ 851,209 |
Operating (loss) income | 157,207 | 150,471 | 547,363 | 520,848 |
Net income | $ 123,009 | $ 116,431 | $ 447,348 | $ 421,961 |
Investments Career Builder (Det
Investments Career Builder (Details) - CareerBuilder, LLC and Dose Media, LLC - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||
Revenues, net | $ 165,961 | $ 182,339 | $ 505,383 | $ 537,347 |
Operating (loss) income | (9,661) | 26,482 | 373 | 70,671 |
Net income | $ (14,090) | $ 26,396 | $ (842) | $ 70,758 |
Investments Marketable Equity S
Investments Marketable Equity Securities (Details) - USD ($) $ in Thousands | Jan. 31, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 04, 2014 |
Schedule of Equity Method Investments [Line Items] | |||||
Proceeds from the sale of investments | $ 5,769 | $ 0 | |||
Gain on investment transaction | $ 10,617 | $ 0 | |||
tronc | |||||
Schedule of Equity Method Investments [Line Items] | |||||
tronc common stock retained, shares | 381,354 | ||||
Ownership percentage in common stock | 1.50% | ||||
Proceeds from the sale of investments | $ 5,000 | ||||
Gain on investment transaction | $ 5,000 |
Investments Cost Method Investm
Investments Cost Method Investments (Details) $ in Millions | Oct. 27, 2009USD ($) |
New Cubs LLC | Payment Guarantee | |
Line of Credit Facility [Line Items] | |
Guarantor maximum exposure | $ 699 |
Investments Variable Interests
Investments Variable Interests (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Topix LLC | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Maximum loss exposure amount | $ 5 | $ 5 |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jan. 27, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Total debt, net of discounts | $ 2,917,454 | $ 3,411,551 | |
Debt due within one year | 0 | 19,924 | |
Long-term debt, net of current portion | 2,917,454 | 3,391,627 | |
Senior Notes | 5.875% Senior Notes due 2022 | |||
Debt Instrument [Line Items] | |||
Total debt, net of discounts | 1,086,649 | 1,084,563 | |
Term B Loans | Senior Secured Credit Agreement | |||
Debt Instrument [Line Items] | |||
Total debt, net of discounts | 187,566 | 2,312,218 | |
Term C Loans | Senior Secured Credit Agreement | |||
Debt Instrument [Line Items] | |||
Total debt, net of discounts | 1,643,239 | $ 1,761,000 | 0 |
Secured Debt | Dreamcatcher Credit Facility Due 2018 | |||
Debt Instrument [Line Items] | |||
Total debt, net of discounts | $ 0 | $ 14,770 |
Debt - Footnotes (Details)
Debt - Footnotes (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Jun. 24, 2015 |
Senior Notes | 5.875% Senior Notes due 2022 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.875% | 5.875% | 5.875% |
Debt issuance costs | $ 13,351 | $ 15,437 | |
Term B Loans | Senior Secured Credit Agreement | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Effective Percentage | 3.84% | 3.82% | |
Debt instrument, unamortized discount and debt issuance costs | $ 2,059 | $ 31,230 | |
Term C Loans | Senior Secured Credit Agreement | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Effective Percentage | 3.85% | ||
Debt instrument, unamortized discount and debt issuance costs | $ 22,653 | ||
Secured Debt | Dreamcatcher Credit Facility Due 2018 | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Effective Percentage | 4.08% | ||
Debt instrument, unamortized discount and debt issuance costs | $ 0 | $ 80 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Feb. 01, 2017USD ($) | Jan. 27, 2017USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 22, 2017 | Dec. 31, 2016USD ($) | Jun. 24, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 2,917,454,000 | $ 2,917,454,000 | $ 3,411,551,000 | ||||||||
Debt discount paid | 1,689,000 | $ 784,000 | |||||||||
Repayment of outstanding borrowings | (703,527,000) | (20,881,000) | |||||||||
Loss on extinguishments and modification of debt | (1,435,000) | $ 0 | (20,487,000) | $ 0 | |||||||
Dreamcatcher Stations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of outstanding borrowings | (12,600,000) | ||||||||||
Proceeds Received From FCC Spectrum Auction | 21,000,000 | ||||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Derivative, Notional Amount | $ 500,000,000 | ||||||||||
Senior Secured Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Standby letters of credit outstanding | 21,000,000 | 21,000,000 | 23,000,000 | ||||||||
Senior Secured Credit Agreement | Term B Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | 600,000,000 | 2,343,000,000 | |||||||||
Long-term debt | 187,566,000 | 187,566,000 | 2,312,218,000 | ||||||||
Repayment of outstanding borrowings | (10,000,000) | ||||||||||
Debt instrument, unamortized discount and debt issuance costs | 2,059,000 | 2,059,000 | 31,230,000 | ||||||||
Senior Secured Credit Agreement | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowing capacity under senior secured credit facility | $ 420,000,000 | 300,000,000 | |||||||||
Revolving credit facility borrowings outstanding | 0 | 0 | 0 | ||||||||
Leverage ratio, not to exceed | 5.25 | ||||||||||
Debt issuance costs | $ 2,000,000 | ||||||||||
Senior Secured Credit Agreement | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Base rate floor | 0.00% | ||||||||||
Basis spread on variable rate | 3.00% | ||||||||||
Senior Secured Credit Agreement | Revolving Credit Facility | Federal Funds Effective Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 0.50% | ||||||||||
Senior Secured Credit Agreement | Revolving Credit Facility | Adjusted LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
Senior Secured Credit Agreement | Revolving Credit Facility | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.00% | ||||||||||
Senior Secured Credit Agreement | Term C Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 1,761,000,000 | 1,643,239,000 | 1,643,239,000 | 0 | |||||||
Premium payable on voluntary prepayments, percent | 1.00% | ||||||||||
Debt Instrument, Percent to Trigger Required Testing | 35.00% | ||||||||||
Discount issued | $ 4,000,000 | ||||||||||
Debt discount paid | $ 13,000,000 | ||||||||||
Payment of debt issuance costs, deferred | $ 1,000,000 | ||||||||||
Repayment of outstanding borrowings | (91,000,000) | ||||||||||
Debt instrument, unamortized discount and debt issuance costs | 22,653,000 | 22,653,000 | |||||||||
Senior Secured Credit Agreement | Term C Loans | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Base rate floor | 0.75% | ||||||||||
Basis spread on variable rate | 3.00% | ||||||||||
Senior Secured Credit Agreement | Term C Loans | Federal Funds Effective Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 0.50% | ||||||||||
Senior Secured Credit Agreement | Term C Loans | Adjusted LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
Senior Secured Credit Agreement | Term C Loans | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.00% | ||||||||||
Senior Secured Credit Agreement | Term Loan Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payments of Debt Restructuring Costs | 12,000,000 | ||||||||||
Debt instrument, unamortized discount and debt issuance costs | 25,000,000 | 25,000,000 | 31,000,000 | ||||||||
Amended Secured Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on extinguishments and modification of debt | 1,000,000 | 19,000,000 | |||||||||
Amended Secured Credit Facility | Term B Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of outstanding borrowings | $ (400,000,000) | ||||||||||
Write off of Deferred Debt Issuance Cost | 6,000,000 | ||||||||||
Debt Instrument, Unamortized Discount Write-off on Extinguishment | $ 1,000,000 | ||||||||||
Amended Secured Credit Facility | Term Loan Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs | $ 25,000,000 | ||||||||||
Discount issued | $ 6,000,000 | ||||||||||
Repayment of outstanding borrowings | (102,000,000) | ||||||||||
5.875% Senior Notes due 2022 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Period of Outstanding Principal Amount Prior to Maturity | 91 days | ||||||||||
5.875% Senior Notes due 2022 | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 1,100,000,000 | ||||||||||
Long-term debt | $ 1,086,649,000 | $ 1,086,649,000 | $ 1,084,563,000 | ||||||||
Debt Instrument, Long-term Debt Amount to Extend Maturity | $ 600,000,000 | ||||||||||
Stated interest rate | 5.875% | 5.875% | 5.875% | 5.875% | |||||||
Debt issuance costs | $ 13,351,000 | $ 13,351,000 | $ 15,437,000 | ||||||||
Debt discount paid | $ 1,000,000 | ||||||||||
Debt Instrument, Consent Vote Percentage | 93.23% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2017 | Jan. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jan. 27, 2017 | Dec. 31, 2016 | Jun. 24, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Proceeds from the sale of investment | $ 5,769,000 | $ 0 | |||||||
Gain on investment transaction | 10,617,000 | $ 0 | |||||||
Marketable equity securities | $ 0 | $ 0 | $ 0 | $ 6,018,000 | |||||
Senior Notes | 5.875% Senior Notes due 2022 | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Stated interest rate | 5.875% | 5.875% | 5.875% | 5.875% | 5.875% | ||||
tronc | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Proceeds from the sale of investment | $ 5,000,000 | ||||||||
Gain on investment transaction | $ 5,000,000 | ||||||||
Marketable equity securities | $ 5,000,000 | ||||||||
Investment in tronc, cost basis | $ 0 | ||||||||
Designated as Hedging Instrument | Interest Rate Swap | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Interest Rate Cash Flow Hedge Liability | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | ||||||
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Derivative, Notional Amount | $ 500,000,000 | ||||||||
Loss on cash flow hedge | $ 1,000,000 | $ 4,000,000 | |||||||
Expected reclassification of AOCI into Interest Expense | $ 4,000,000 |
Fair Value Measurements Estimat
Fair Value Measurements Estimated Fair Values and Carrying Amounts (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jan. 27, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | $ 2,917,454 | $ 3,411,551 | |
Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cost method investments | 25,943 | 26,748 | |
Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cost method investments | 25,943 | 26,748 | |
Senior Secured Credit Agreement | Term B Loans | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 187,566 | 2,312,218 | |
Senior Secured Credit Agreement | Term B Loans | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long term debt | 191,105 | 2,359,571 | |
Senior Secured Credit Agreement | Term C Loans | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 1,643,239 | $ 1,761,000 | 0 |
Senior Secured Credit Agreement | Term C Loans | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long term debt | 1,675,788 | 0 | |
5.875% Senior Notes due 2022 | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 1,086,649 | 1,084,563 | |
5.875% Senior Notes due 2022 | Senior Notes | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long term debt | 1,148,455 | 1,120,482 | |
Dreamcatcher Credit Facility Due 2018 | Dreamcatcher Credit Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 0 | 14,770 | |
Dreamcatcher Credit Facility Due 2018 | Dreamcatcher Credit Facility | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long term debt | $ 0 | $ 14,952 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Nov. 08, 2017USD ($)radio_stationtelevision_station | Aug. 16, 2017 | Dec. 08, 2008subsidiary | Feb. 29, 2012USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($)claim | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)claimcase | Sep. 30, 2016USD ($) | Dec. 31, 2012claim | Apr. 13, 2017station | Dec. 31, 2016USD ($) | Aug. 12, 2016case |
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 | 106 | ||||||||||||
Number of complaints filed | claim | 7,400 | ||||||||||||
Restricted cash and cash equivalents | $ 17,566 | $ 17,566 | $ 17,566 | ||||||||||
Number of proofs of claim subject to further evaluation and adjustments | claim | 403 | 403 | |||||||||||
Reorganization Items | $ (753) | $ (434) | $ (1,452) | $ (1,234) | |||||||||
Federal Communications Commission Regulation, Television Station Ownership Cap, Percent | 39.00% | 39.00% | |||||||||||
The UHF Discount, Percent | 50.00% | 50.00% | |||||||||||
FCC regulation, maximum reimbursement amount for required product modifications | $ 1,750,000 | ||||||||||||
Repayments of long-term debt | $ 703,527 | 20,881 | |||||||||||
Proceeds from FCC spectrum auction | 172,102 | $ 0 | |||||||||||
Proceeds from Spectrum, Sharing Arrangement, Pretax | 79,000 | ||||||||||||
Payments for Spectrum, Sharing Arrangements, Pretax | $ 66,000 | ||||||||||||
Number of Stations Subject to Spectrum Frequency Transition | station | 22 | ||||||||||||
Loss Contingency, Number of Filed Complaints | case | 4 | ||||||||||||
Third Party Involved in Claim, Participated in the Sale | 4 | ||||||||||||
Third Party Involved in Claim, Confidentiality Agreement | 23 | ||||||||||||
Amended Secured Credit Facility | Term Loan Facility | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Repayments of long-term debt | $ 102,000 | ||||||||||||
Dreamcatcher Credit Facility Due 2018 | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Repayments of long-term debt | 12,600 | ||||||||||||
Dreamcatcher Stations | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Proceeds Received From FCC Spectrum Auction | 21,000 | ||||||||||||
Repayments of long-term debt | $ 12,600 | ||||||||||||
Subsequent Event | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
FCC regulation, number of television stations authorized | television_station | 39 | ||||||||||||
FCC regulation, number of radio stations authorized | radio_station | 1 | ||||||||||||
Proceeds Received From FCC Spectrum Auction | $ 185,000 | ||||||||||||
Proceeds Remaining to Receive From FCC Spectrum Auction | $ 5,000 | ||||||||||||
Subsequent Event | FCC Licenses | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
(Gain) Loss on Disposition of Intangible Assets | $ 133,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Contingency [Line Items] | ||||||
Income tax (benefit) expense | $ (20,087) | $ 73,871 | $ (81,606) | $ 303,922 | ||
Effective Income Tax Rate Reconciliation, Percent | 51.80% | 35.30% | ||||
U.S federal statutory rate, percent | 35.00% | 35.00% | 35.00% | 35.00% | ||
Charge related to certain income tax matters | $ 1,000 | $ 1,000 | ||||
Benefit Related to Refund of Interest Paid on Tax Assessments | 3,000 | |||||
Write-off of unrealized deferred tax asset | $ 1,000 | $ 5,000 | ||||
Benefit related to certain income tax matters | $ 9,000 | 10,000 | ||||
Benefit from a change in state tax rates | 4,000 | 4,000 | ||||
Newsday LLC | ||||||
Income Tax Contingency [Line Items] | ||||||
Adjustment to Deferred Income Tax Liability for Changes in Tax Basis | $ 1,000 | $ 3,000 | $ 91,000 | 88,000 | ||
Net Adjustment to Uncertain Tax Position, Current | $ 102,000 | $ 102,000 |
Income Taxes - Newsday and Chic
Income Taxes - Newsday and Chicago Cubs Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Oct. 27, 2009 | |
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 | $ 50 | ||||||
Deferred tax liability | $ 158 | $ 158 | 149 | ||||
New Cubs LLC | Tax Year 2009 | |||||||
Income Tax Contingency [Line Items] | |||||||
IRS proposed tax | 182 | ||||||
IRS proposed gross valuation misstatement penalty | 73 | ||||||
After-tax interest on proposed tax and penalty | 48 | ||||||
Estimated federal income taxes before interest and penalties | 225 | ||||||
Newsday LLC | |||||||
Income Tax Contingency [Line Items] | |||||||
Net Adjustment to Uncertain Tax Position, Current | $ 102 | $ 102 | |||||
Income tax reserves | 125 | ||||||
Reduction in deferred income tax liabilities | 23 | ||||||
Adjustment to Deferred Income Tax Liability for Changes in Tax Basis | 1 | $ 3 | $ 91 | $ 88 | |||
Payment for income tax, interest and penalties | 122 | ||||||
Expected future payment for income tax, interest and penalties | $ 4 | $ 4 | 4 | ||||
Newsday LLC | Tax Year 2008 | |||||||
Income Tax Contingency [Line Items] | |||||||
Estimated federal income taxes before interest and penalties | 190 | ||||||
IRS, accuracy-related penalty | $ 38 |
Income Taxes - Other (Details)
Income Taxes - Other (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Liability for unrecognized tax benefits | $ 23 | $ 23 |
Decrease in unrecognized tax benefits is reasonably possible | $ 11 |
Pension And Other Retirement 80
Pension And Other Retirement Plans Net Periodic Benefit Cost For Pension Benefit Plan (Details) - Pension Plan - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 192 | $ 173 | $ 576 | $ 519 |
Interest cost | 19,549 | 20,681 | 58,646 | 62,043 |
Expected return on plans’ assets | (25,281) | (26,905) | (75,844) | (80,713) |
Amortization of prior service costs | 29 | 23 | 87 | 68 |
Net periodic benefit credit | $ (5,511) | $ (6,028) | $ (16,535) | $ (18,083) |
Pension And Other Retirement 81
Pension And Other Retirement Plans Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Scenario, Forecast | Other Post Retirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions by employer | $ 1 |
Capital Stock (Details)
Capital Stock (Details) | Oct. 26, 2017$ / shares | Feb. 03, 2017USD ($)$ / shares | Jan. 02, 2017$ / shares | Sep. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / shares | Mar. 31, 2017USD ($)$ / shares | Sep. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / shares | Mar. 31, 2016USD ($)$ / shares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Feb. 24, 2016USD ($) | Dec. 31, 2015shares | Oct. 13, 2014USD ($) | Dec. 31, 2012shares |
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock authorized (shares) | 40,000,000 | 40,000,000 | 40,000,000 | |||||||||||||
Preferred stock par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Treasury stock (shares) | 14,102,185 | 14,102,185 | 14,102,453 | |||||||||||||
Special dividends declared to shareholders and warrant holders, $5.77 per share | $ | $ 21,834,000 | $ 21,816,000 | $ 21,742,000 | $ 22,510,000 | $ 22,959,000 | $ 23,215,000 | $ 65,392,000 | $ 68,684,000 | ||||||||
Number of shares called by each warrant (shares) | 1 | 1 | ||||||||||||||
Regular Cash Dividend | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Dividends declared per common share (usd per share) | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.75 | $ 0.75 | ||||||||
Regular Cash Dividend | Subsequent Event | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Dividends declared per common share (usd per share) | $ / shares | $ 0.25 | |||||||||||||||
Special Cash Dividend | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Dividends declared per common share (usd per share) | $ / shares | $ 5.77 | 0 | $ 0 | $ 5.77 | $ 0 | |||||||||||
Warrant, Dividends, Per Share, Cash Paid | $ / shares | $ 5.77 | |||||||||||||||
Common stock dividends (usd per share) | $ / shares | $ 5.77 | |||||||||||||||
Special dividends declared to shareholders and warrant holders, $5.77 per share | $ | $ 499,000,000 | $ 499,107,000 | ||||||||||||||
Regular Cash Dividend Restriction | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Dividends declared per common share (usd per share) | $ / shares | $ 0.25 | |||||||||||||||
Warrant | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants issued (shares) | 36,582 | 36,582 | 16,789,972 | |||||||||||||
Warrant, exercise price, per share (usd per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Class A Common Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, authorized (shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, conversion ratio | 1 | |||||||||||||||
Number of warrants exercised (shares) | 46,802 | 0 | 91,650 | 132,066 | ||||||||||||
Number of shares received | 46,802 | 91,650 | 132,066 | |||||||||||||
Number of shares of common stock issued (shares) | 101,402,202 | 101,402,202 | 100,416,516 | |||||||||||||
Shares authorized (shares) | $ | $ 400,000,000 | $ 400,000,000 | ||||||||||||||
Treasury stock acquired (shares) | 6,432,455 | |||||||||||||||
Common stock repurchases | $ | $ 0 | $ 232,000,000 | ||||||||||||||
Share price (usd per share) | $ / shares | $ 36.08 | |||||||||||||||
Remaining authorized repurchase amount | $ | $ 168,000,000 | $ 168,000,000 | ||||||||||||||
Treasury stock acquired life to date (shares) | 7,670,216 | |||||||||||||||
Class B Common Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, authorized (shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, conversion ratio | 1 | |||||||||||||||
Number of shares converted (shares) | 0 | 0 | ||||||||||||||
Number of warrants exercised (shares) | 0 | 0 | ||||||||||||||
Number of shares of common stock issued (shares) | 5,605 | 5,605 | 5,605 | |||||||||||||
Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock authorized (shares) | 40,000,000 | 40,000,000 |
Capital Stock Dividends Declare
Capital Stock Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Class of Stock [Line Items] | ||||||||
Total Amount | $ 21,834 | $ 21,816 | $ 21,742 | $ 22,510 | $ 22,959 | $ 23,215 | $ 65,392 | $ 68,684 |
Regular Cash Dividend | ||||||||
Class of Stock [Line Items] | ||||||||
Dividends declared per common share (usd per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.75 | $ 0.75 |
Stock-Based Compensation Narrat
Stock-Based Compensation Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | May 05, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation | $ 5,000 | $ 10,000 | $ 27,432 | $ 27,608 | ||
Gracenote Companies | Discontinued Operations, Disposed of by Sale | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation | $ 0 | $ 1,000 | $ 2,000 | [1] | $ 3,000 | |
2016 Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized for issuance under Equity Incentive Plan (shares) | 5,100,000 | |||||
Number of shares available for grant under Equity Incentive Plan (shares) | 3,001,556 | 3,001,556 | ||||
2016 Directors Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized for issuance under Equity Incentive Plan (shares) | 200,000 | |||||
Number of shares available for grant under Equity Incentive Plan (shares) | 164,399 | 164,399 | ||||
[1] | (1) Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. |
Stock-Based Compensation Non-Qu
Stock-Based Compensation Non-Qualified Stock Options Activity (Details) - NSO | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding, beginning of period (shares) | 2,396,160 |
Granted (shares) | 931,913 |
Exercised (shares) | (396,217) |
Forfeitures (shares) | (426,406) |
Cancelled (shares) | (77,793) |
Adjustment due to the 2017 Special Cash Dividend | 452,738 |
Outstanding, end of period (shares) | 2,880,395 |
Vested and exercisable, shares end of period (shares) | 1,197,862 |
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 | $ 45.82 |
Granted, weighted average exercise price (usd per share) | $ / shares | 32.12 |
Exercised, weighted average exercise price (usd per share) | $ / shares | 28.35 |
Forfeitures, weighted average exercise price (usd per share) | $ / shares | 29.16 |
Cancellations, weighted average exercise price (usd per share) | $ / shares | 48.09 |
Outstanding, end of period, weighted average exercise price (usd per share) | $ / shares | 38.96 |
Vested and exercisable, weighted average exercise price, end of period (usd per share) | $ / shares | $ 48.45 |
Stock-Based Compensation Restri
Stock-Based Compensation Restricted Stock Units Activity (Details) | 9 Months Ended |
Sep. 30, 2017$ / 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 (shares) | 1,230,676 |
Granted (shares) | 624,591 |
Vested (shares) | (558,603) |
Forfeited (shares) | (337,235) |
Adjustment due to the 2017 Special Cash Dividend | 223,698 |
Outstanding and nonvested, shares, end of period (shares) | 1,177,120 |
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 | $ 40.92 |
Granted, weighted average fair value (usd per share) | $ / shares | 32.77 |
Vested, weighted average fair value (usd per share) | $ / shares | 38.28 |
Forfeited, weighted average fair value (usd per share) | $ / shares | 32.06 |
Outstanding and nonvested, weighted average fair value, end of period (usd per share) | $ / shares | $ 32.75 |
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) | 23,686 |
Dividend equivalent units vested (shares) | (19,502) |
Dividend equivalent units forfeited (shares) | (10,191) |
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 | $ 38.63 |
Dividend equivalent units vested, weighted average fair value (usd per share) | $ / shares | 32.34 |
Dividend equivalent units forfeited, weighted average fair value (usd per share) | $ / shares | $ 32.20 |
Stock-Based Compensation Unrest
Stock-Based Compensation Unrestricted Stock Awards Activity (Details) - Unrestricted Stock | 9 Months Ended |
Sep. 30, 2017$ / 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) | shares | 0 |
Granted (shares) | shares | 10,147 |
Vested (shares) | shares | (10,147) |
Outstanding and nonvested, shares, end of period (shares) | 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 | 34.98 |
Vested, weighted average fair value (usd per share) | $ / shares | 34.98 |
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) | 9 Months Ended | |
Sep. 30, 2017$ / 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) | 347,000 | |
Granted (shares) | 117,777 | [1] |
Vested (shares) | (165,113) | |
Forfeited (shares) | (46,836) | |
Adjustment due to the 2017 Special Cash Dividend | 24,244 | [1],[2] |
Outstanding and nonvested, shares, end of period (shares) | 271,248 | |
Outstanding, shares, beginning of period (shares), not yet granted | 19,725 | |
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 | $ 27.23 | |
Granted, weighted average fair value (usd per share) | $ / shares | 31.45 | [1] |
Vested, weighted average fair value (usd per share) | $ / shares | 32.67 | |
Forfeited, weighted average fair value (usd per share) | $ / shares | 33.73 | |
Outstanding and nonvested, weighted average fair value, end of period (usd per share) | $ / shares | $ 22.20 | |
PSU 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) | 3,503 | |
Dividend equivalent units vested (shares) | (3,726) | |
Dividend equivalent units forfeited (shares) | (5,601) | |
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 | $ 38.68 | |
Dividend equivalent units vested, weighted average fair value (usd per share) | $ / shares | 32.50 | |
Dividend equivalent units forfeited, weighted average fair value (usd per share) | $ / shares | $ 40.72 | |
[1] | Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. | |
[2] | Excludes 19,725 PSUs which have not yet been deemed granted under U.S. GAAP. |
Stock-Based Compensation Costs
Stock-Based Compensation Costs Not Yet Recognized (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Nonvested awards, unrecognized compensation cost | $ 40,543 |
Nonvested awards, weighted average remaining recognition period | 2 years 6 months 11 days |
Earnings Per Share Narrative (D
Earnings Per Share Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dividend equivalent units outstanding (shares) | 47,356 | |||
Weighted-average warrants outstanding excluded from EPS, (shares) | 64,751 | 159,243 | 83,493 | 194,943 |
Stock Compensation Plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from diluted EPS calculation | 2,102,827 | 1,714,643 | 3,036,885 | 1,786,255 |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
(Loss) Income from Continuing Operations | $ (18,687) | $ 153,839 | $ (149,722) | $ 16,313 |
Less: Dividends distributed to Warrants | 14 | 40 | 60 | 127 |
Less: Undistributed earnings allocated to Warrants | 0 | 218 | 0 | 0 |
Net Income (Loss) Available to Common Stockholders, Basic, Continuing Operations | (18,701) | 153,581 | (149,782) | 16,186 |
Add: Undistributed earnings allocated to dilutive securities | 0 | 1 | 0 | 0 |
Net Income (Loss) Available to Common Stockholders, Diluted, Continuing Operations | (18,701) | 153,582 | (149,782) | 16,186 |
Net Income (Loss) Available to Common Stockholders, Basic and Diluted, Discontinued Operations | 15,039 | (21,018) | ||
Net loss attributable to common shareholders for basic EPS | (18,701) | 145,507 | (134,743) | (4,832) |
Net loss attributable to common shareholders for diluted EPS | $ (18,701) | $ 145,508 | $ (134,743) | $ (4,832) |
Weighted average shares outstanding - basic (shares) | 87,257 | 89,950 | 86,984 | 91,367 |
Impact of dilutive securities (shares) | 0 | 503 | 0 | 363 |
Weighted average shares outstanding - diluted (shares) | 87,257 | 90,453 | 86,984 | 91,730 |
Continuing Operations | $ (0.21) | $ 1.71 | $ (1.72) | $ 0.18 |
Discontinued Operations | 0 | (0.09) | 0.17 | (0.23) |
Net (Loss) Income Per Common Share | (0.21) | 1.62 | (1.55) | (0.05) |
Continuing Operations | (0.21) | 1.70 | (1.72) | 0.18 |
Discontinued Operations | 0 | (0.09) | 0.17 | (0.23) |
Net (Loss) Income Per Common Share | $ (0.21) | $ 1.61 | $ (1.55) | $ (0.05) |
Accumulated Other Comprehensi92
Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at December 31, 2016 | $ (81,782) |
Other comprehensive (loss) income before reclassifications | (1,670) |
Amounts reclassified from AOCI | 12,205 |
Balance at September 30, 2017 | (71,247) |
Pension and Other Post-Retirement Benefit Items | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at December 31, 2016 | (64,883) |
Other comprehensive (loss) income before reclassifications | (442) |
Amounts reclassified from AOCI | (120) |
Balance at September 30, 2017 | (65,445) |
Marketable Securities | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at December 31, 2016 | 3,075 |
Other comprehensive (loss) income before reclassifications | (95) |
Amounts reclassified from AOCI | (2,980) |
Balance at September 30, 2017 | 0 |
Cash Flow Hedging Instruments | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at December 31, 2016 | 0 |
Other comprehensive (loss) income before reclassifications | (6,126) |
Amounts reclassified from AOCI | 2,540 |
Balance at September 30, 2017 | (3,586) |
Foreign Currency Translation Adjustments | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at December 31, 2016 | (19,974) |
Other comprehensive (loss) income before reclassifications | 4,993 |
Amounts reclassified from AOCI | 12,765 |
Balance at September 30, 2017 | $ (2,216) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Long-term debt | $ 2,917,454 | $ 3,411,551 |
Senior Secured Credit Agreement | Term Loan Facility | Principal Owner | ||
Related Party Transaction [Line Items] | ||
Long-term debt | $ 30,000 | $ 31,000 |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | ||||
Segment Reporting Information [Line Items] | ||||||||
Operating Revenues | $ 450,533 | $ 470,038 | $ 1,359,960 | [1] | $ 1,418,306 | [1] | ||
Operating (loss) profit | (23,749) | 234,170 | (20,655) | [1],[2] | 320,368 | [1],[2] | ||
Depreciation | 14,263 | 14,764 | 41,761 | [3] | 43,673 | [3] | ||
Amortization | 41,678 | 41,668 | 125,001 | 125,003 | ||||
Capital expenditures | 13,324 | 26,424 | 41,423 | 61,855 | ||||
Total Assets | [4] | 8,174,081 | 8,174,081 | $ 9,401,051 | ||||
Assets held for sale | [5] | 93,188 | 93,188 | 17,176 | ||||
Gracenote Companies | Discontinued Operations, Disposed of by Sale | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Capital expenditures | 0 | 5,545 | 1,578 | [6],[7] | 16,514 | [7] | ||
Discontinued Operations | 0 | 0 | 670,758 | |||||
Operating Segments | Television and Entertainment | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Operating Revenues | 447,307 | 460,164 | 1,349,401 | [1] | 1,384,173 | [1] | ||
Operating (loss) profit | (1,357) | 46,024 | 68,875 | [1],[2] | 187,975 | [1],[2] | ||
Depreciation | 10,844 | 11,267 | 31,413 | [3] | 33,392 | [3] | ||
Amortization | 41,678 | 41,668 | 125,001 | [3] | 125,003 | [3] | ||
Capital expenditures | 8,140 | 16,122 | 30,674 | 29,558 | ||||
Total Assets | 7,211,563 | 7,211,563 | 7,484,591 | |||||
Corporate and Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Operating Revenues | 3,226 | 9,874 | 10,559 | [1] | 34,133 | [1] | ||
Operating (loss) profit | (22,392) | 188,146 | (89,530) | [1],[2] | 132,393 | [1],[2] | ||
Depreciation | 3,419 | 3,497 | 10,348 | [3] | 10,281 | [3] | ||
Capital expenditures | 5,184 | $ 4,757 | 9,171 | $ 15,783 | ||||
Total Assets | $ 869,330 | $ 869,330 | $ 1,228,526 | |||||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating loss included in discontinued operations for the historical periods. | |||||||
[2] | (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes. | |||||||
[3] | (3)Depreciation and amortization from discontinued operations totaled $4 million and $8 million respectively, for the three months ended September 30, 2016 and $10 million and $23 million, respectively, for the nine months ended September 30, 2016. | |||||||
[4] | (1) The Company’s consolidated total assets as of September 30, 2017 and December 31, 2016 include total assets of variable interest entities (“VIEs”) of $101 million and $97 million, respectively, which can only be used to settle the obligations of the VIEs. The Company’s consolidated total liabilities as of September 30, 2017 and December 31, 2016 include total liabilities of the VIEs of $25 million and $3 million, respectively, for which the creditors of the VIEs have no recourse to the Company (see Note 1). | |||||||
[5] | (4)See Note 4 for information regarding assets held for sale. | |||||||
[6] | (1) Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. | |||||||
[7] | (3)Non-cash investing and financing activities of Digital and Data businesses included in the Gracenote Sale were immaterial. |
Business Segments Business Segm
Business Segments Business Segments Footnotes (Details) - Discontinued Operations, Disposed of by Sale - Gracenote Companies - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | [1],[2] | Sep. 30, 2016 | Sep. 30, 2017 | [1],[2] | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||||
Depreciation | $ 0 | $ 3,946 | $ 0 | $ 9,894 | ||
Amortization | $ 0 | $ 7,728 | $ 0 | $ 23,192 | ||
[1] | (1) Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. | |||||
[2] | (2)No depreciation expense or amortization expense was recorded by the Company in 2017 as the Gracenote Companies’ assets were held for sale as of December 31, 2016. |
Condensed Consolidating Finan96
Condensed Consolidating Financial Information Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |||
Condensed Statement of Income Captions [Line Items] | ||||||
Operating Revenues | $ 450,533 | $ 470,038 | $ 1,359,960 | [1] | $ 1,418,306 | [1] |
Programming and direct operating expenses | 297,537 | 248,630 | 791,614 | 689,695 | ||
Selling, general and administrative | 120,869 | 143,974 | 422,604 | 452,286 | ||
Depreciation and amortization | 55,941 | 56,432 | 166,762 | 168,676 | ||
Gain on sale of real estate, net | (65) | (213,168) | (365) | (212,719) | ||
Total operating expenses | 474,282 | 235,868 | 1,380,615 | 1,097,938 | ||
Operating (Loss) Profit | (23,749) | 234,170 | (20,655) | [1],[2] | 320,368 | [1],[2] |
(Loss) income on equity investments, net | 21,058 | 31,737 | 98,856 | 114,295 | ||
Interest and dividend income | 827 | 476 | 1,880 | 836 | ||
Interest expense | (40,389) | (38,296) | (119,332) | (114,508) | ||
Loss on extinguishments and modification of debt | (1,435) | 0 | (20,487) | 0 | ||
Gain on investment transactions, net | 5,667 | 0 | 10,617 | 0 | ||
Write-downs of investment | 0 | 0 | (180,800) | 0 | ||
Other non-operating items | (753) | (377) | (1,407) | (756) | ||
Intercompany income (charges) | 0 | 0 | 0 | 0 | ||
(Loss) Income from Continuing Operations Before Income Taxes | (38,774) | 227,710 | (231,328) | 320,235 | ||
Income tax benefit | (20,087) | 73,871 | (81,606) | 303,922 | ||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 0 | 0 | 0 | 0 | ||
Net (Loss) Income from Continuing Operations | (18,687) | 153,839 | (149,722) | 16,313 | ||
Income (Loss) from Discontinued Operations, net of taxes | 0 | (8,074) | 15,039 | (21,018) | ||
Net (Loss) Income | (18,687) | 145,765 | (134,683) | (4,705) | ||
Comprehensive (Loss) Income | (18,062) | 148,449 | (124,148) | 2,427 | ||
Eliminations | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Operating Revenues | 0 | 0 | 0 | 0 | ||
Programming and direct operating expenses | 0 | 0 | 0 | 0 | ||
Selling, general and administrative | 0 | 0 | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||
Gain on sale of real estate, net | 0 | 0 | 0 | 0 | ||
Total operating expenses | 0 | 0 | 0 | 0 | ||
Operating (Loss) Profit | 0 | 0 | 0 | 0 | ||
(Loss) income on equity investments, net | 0 | 0 | 0 | 0 | ||
Interest and dividend income | 0 | 0 | 0 | 0 | ||
Interest expense | 0 | 0 | 0 | 0 | ||
Loss on extinguishments and modification of debt | 0 | 0 | ||||
Gain on investment transactions, net | 0 | 0 | ||||
Write-downs of investment | 0 | |||||
Other non-operating items | 0 | 0 | 0 | 0 | ||
Intercompany income (charges) | 0 | 0 | 0 | 0 | ||
(Loss) Income from Continuing Operations Before Income Taxes | 0 | 0 | 0 | 0 | ||
Income tax benefit | 0 | 0 | 0 | 0 | ||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | (11,717) | (179,418) | 48,164 | (169,622) | ||
Net (Loss) Income from Continuing Operations | (11,717) | (179,418) | 48,164 | (169,622) | ||
Income (Loss) from Discontinued Operations, net of taxes | 0 | 8,859 | 1,097 | 19,327 | ||
Net (Loss) Income | (11,717) | (170,559) | 49,261 | (150,295) | ||
Comprehensive (Loss) Income | (12,300) | (172,509) | 30,383 | (152,112) | ||
Parent (Tribune Media Company) | Reportable Legal Entities | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Operating Revenues | 0 | 0 | 0 | 0 | ||
Programming and direct operating expenses | 0 | 0 | 0 | 0 | ||
Selling, general and administrative | 20,252 | 24,968 | 83,077 | 74,378 | ||
Depreciation and amortization | 2,902 | 2,973 | 8,788 | 8,310 | ||
Gain on sale of real estate, net | 0 | 0 | 0 | 0 | ||
Total operating expenses | 23,154 | 27,941 | 91,865 | 82,688 | ||
Operating (Loss) Profit | (23,154) | (27,941) | (91,865) | (82,688) | ||
(Loss) income on equity investments, net | (482) | (599) | (1,521) | (1,997) | ||
Interest and dividend income | 813 | 464 | 1,829 | 772 | ||
Interest expense | (40,313) | (38,102) | (118,929) | (113,864) | ||
Loss on extinguishments and modification of debt | (1,384) | (20,436) | ||||
Gain on investment transactions, net | (143) | 4,807 | ||||
Write-downs of investment | 0 | |||||
Other non-operating items | (753) | (377) | (1,407) | (756) | ||
Intercompany income (charges) | 19,221 | 22,341 | 66,907 | 66,322 | ||
(Loss) Income from Continuing Operations Before Income Taxes | (46,195) | (44,214) | (160,615) | (132,211) | ||
Income tax benefit | (15,668) | (19,002) | (56,260) | 22,057 | ||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 11,840 | 179,051 | (45,367) | 170,581 | ||
Net (Loss) Income from Continuing Operations | (18,687) | 153,839 | (149,722) | 16,313 | ||
Income (Loss) from Discontinued Operations, net of taxes | 0 | (8,074) | 15,039 | (21,018) | ||
Net (Loss) Income | (18,687) | 145,765 | (134,683) | (4,705) | ||
Comprehensive (Loss) Income | (18,062) | 148,449 | (124,148) | 2,427 | ||
Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Operating Revenues | 448,248 | 467,697 | 1,352,933 | 1,411,158 | ||
Programming and direct operating expenses | 296,987 | 248,094 | 785,816 | 686,994 | ||
Selling, general and administrative | 99,738 | 118,114 | 336,931 | 375,352 | ||
Depreciation and amortization | 49,902 | 50,283 | 148,591 | 150,800 | ||
Gain on sale of real estate, net | (65) | (213,168) | (365) | (212,719) | ||
Total operating expenses | 446,562 | 203,323 | 1,270,973 | 1,000,427 | ||
Operating (Loss) Profit | 1,686 | 264,374 | 81,960 | 410,731 | ||
(Loss) income on equity investments, net | 21,540 | 32,336 | 100,377 | 116,292 | ||
Interest and dividend income | 14 | 12 | 51 | 64 | ||
Interest expense | 0 | 0 | 0 | 0 | ||
Loss on extinguishments and modification of debt | 0 | 0 | ||||
Gain on investment transactions, net | 5,810 | 5,810 | ||||
Write-downs of investment | (180,800) | |||||
Other non-operating items | 0 | 0 | 0 | 0 | ||
Intercompany income (charges) | (19,179) | (22,283) | (66,756) | (66,152) | ||
(Loss) Income from Continuing Operations Before Income Taxes | 9,871 | 274,439 | (59,358) | 460,935 | ||
Income tax benefit | (3,562) | 94,496 | (21,035) | 179,173 | ||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | (123) | 367 | (2,797) | (959) | ||
Net (Loss) Income from Continuing Operations | 13,310 | 180,310 | (41,120) | 280,803 | ||
Income (Loss) from Discontinued Operations, net of taxes | 0 | (5,540) | (1,904) | (16,960) | ||
Net (Loss) Income | 13,310 | 174,770 | (43,024) | 263,843 | ||
Comprehensive (Loss) Income | 13,374 | 174,425 | (37,036) | 261,800 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Operating Revenues | 2,285 | 2,341 | 7,027 | 7,148 | ||
Programming and direct operating expenses | 550 | 536 | 5,798 | 2,701 | ||
Selling, general and administrative | 879 | 892 | 2,596 | 2,556 | ||
Depreciation and amortization | 3,137 | 3,176 | 9,383 | 9,566 | ||
Gain on sale of real estate, net | 0 | 0 | 0 | 0 | ||
Total operating expenses | 4,566 | 4,604 | 17,777 | 14,823 | ||
Operating (Loss) Profit | (2,281) | (2,263) | (10,750) | (7,675) | ||
(Loss) income on equity investments, net | 0 | 0 | 0 | 0 | ||
Interest and dividend income | 0 | 0 | 0 | 0 | ||
Interest expense | (76) | (194) | (403) | (644) | ||
Loss on extinguishments and modification of debt | (51) | (51) | ||||
Gain on investment transactions, net | 0 | 0 | ||||
Write-downs of investment | 0 | |||||
Other non-operating items | 0 | 0 | 0 | 0 | ||
Intercompany income (charges) | (42) | (58) | (151) | (170) | ||
(Loss) Income from Continuing Operations Before Income Taxes | (2,450) | (2,515) | (11,355) | (8,489) | ||
Income tax benefit | (857) | (1,623) | (4,311) | 102,692 | ||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 0 | 0 | 0 | 0 | ||
Net (Loss) Income from Continuing Operations | (1,593) | (892) | (7,044) | (111,181) | ||
Income (Loss) from Discontinued Operations, net of taxes | 0 | (3,319) | 807 | (2,367) | ||
Net (Loss) Income | (1,593) | (4,211) | (6,237) | (113,548) | ||
Comprehensive (Loss) Income | $ (1,074) | $ (1,916) | $ 6,653 | $ (109,688) | ||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating loss included in discontinued operations for the historical periods. | |||||
[2] | (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes. |
Condensed Consolidating Finan97
Condensed Consolidating Financial Information Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | $ 602,739 | $ 577,658 | $ 643,698 | $ 262,644 | |
Restricted cash and cash equivalents | 17,566 | 17,566 | |||
Accounts receivable, net | 390,472 | 429,112 | |||
Broadcast rights | 148,976 | 157,817 | |||
Income taxes receivable | 14,994 | 9,056 | |||
Current assets of discontinued operations | 0 | 62,605 | |||
Prepaid expenses | 22,617 | 35,862 | |||
Other | 8,677 | 6,624 | |||
Total current assets | 1,206,041 | 1,296,300 | |||
Property, plant and equipment | 654,872 | 711,068 | |||
Accumulated depreciation | (224,306) | (187,148) | |||
Net properties | 430,566 | 523,920 | |||
Investments in subsidiaries | 0 | 0 | |||
Broadcast rights | 144,303 | 153,457 | |||
Goodwill | 3,228,869 | 3,227,930 | |||
Other intangible assets, net | 1,655,467 | 1,819,134 | |||
Non-current assets of discontinued operations | 0 | 608,153 | |||
Assets held for sale | [1] | 93,188 | 17,176 | ||
Investments | 1,273,857 | 1,674,883 | |||
Intercompany receivables | 0 | 0 | |||
Intercompany loan receivable | 0 | ||||
Other assets | 141,790 | 80,098 | |||
Total other assets | 6,537,474 | 7,580,831 | |||
Total Assets (1) | [2] | 8,174,081 | 9,401,051 | ||
Accounts payable | 42,215 | 60,553 | |||
Debt due within one year | 0 | 19,924 | |||
Income taxes payable | 71,741 | 21,166 | |||
Contracts payable for broadcast rights | 273,176 | 241,255 | |||
Deferred revenue | 12,565 | 13,690 | |||
Interest payable | 14,095 | 30,305 | |||
Current liabilities of discontinued operations | 0 | 54,284 | |||
Other | 273,016 | 109,676 | |||
Total current liabilities | 686,808 | 550,853 | |||
Long-term debt | 2,917,454 | 3,391,627 | |||
Intercompany loan payable | 0 | ||||
Deferred income taxes | 759,167 | 984,248 | |||
Contracts payable for broadcast rights | 326,654 | 314,840 | |||
Intercompany payables | 0 | 0 | |||
Other | 594,621 | 518,486 | |||
Non-current liabilities of discontinued operations | 0 | 95,314 | |||
Total non-current liabilities | 4,597,896 | 5,304,515 | |||
Total Liabilities (1) | [2] | 5,284,704 | 5,855,368 | ||
Common stock | 101 | 100 | |||
Treasury stock | (632,194) | (632,207) | |||
Additional paid-in-capital | 4,028,524 | 4,561,760 | |||
Retained (deficit) earnings | (443,042) | (308,105) | |||
Accumulated other comprehensive (loss) income | (71,247) | (81,782) | |||
Total Tribune Media Company shareholders’ equity | 2,882,142 | 3,539,766 | |||
Noncontrolling interest | 7,235 | 5,917 | |||
Total shareholders’ equity | 2,889,377 | 3,545,683 | |||
Total Liabilities and Shareholders’ Equity | 8,174,081 | 9,401,051 | |||
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 | |||
Current assets of discontinued operations | 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 | (10,045,296) | (10,609,030) | |||
Broadcast rights | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Non-current assets of discontinued operations | 0 | ||||
Assets held for sale | 0 | 0 | |||
Investments | 0 | 0 | |||
Intercompany receivables | (9,224,633) | (8,232,637) | |||
Intercompany loan receivable | (27,000) | ||||
Other assets | (121,319) | (49,279) | |||
Total other assets | (9,345,952) | (8,308,916) | |||
Total Assets (1) | (19,391,248) | (18,917,946) | |||
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 | |||
Current liabilities of discontinued operations | 0 | ||||
Other | 0 | 0 | |||
Total current liabilities | 0 | 0 | |||
Long-term debt | 0 | 0 | |||
Intercompany loan payable | (27,000) | ||||
Deferred income taxes | (121,319) | (49,279) | |||
Contracts payable for broadcast rights | 0 | 0 | |||
Intercompany payables | (9,224,633) | (8,232,637) | |||
Other | 0 | 0 | |||
Non-current liabilities of discontinued operations | 0 | ||||
Total non-current liabilities | (9,345,952) | (8,308,916) | |||
Total Liabilities (1) | (9,345,952) | (8,308,916) | |||
Common stock | 0 | 0 | |||
Treasury stock | 0 | 0 | |||
Additional paid-in-capital | (9,242,645) | (9,775,997) | |||
Retained (deficit) earnings | (804,867) | (854,127) | |||
Accumulated other comprehensive (loss) income | 2,216 | 21,094 | |||
Total Tribune Media Company shareholders’ equity | (10,045,296) | (10,609,030) | |||
Noncontrolling interest | 0 | 0 | |||
Total shareholders’ equity | (10,045,296) | (10,609,030) | |||
Total Liabilities and Shareholders’ Equity | (19,391,248) | (18,917,946) | |||
Parent (Tribune Media Company) | Reportable Legal Entities | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 598,258 | 574,638 | 620,376 | 235,508 | |
Restricted cash and cash equivalents | 17,566 | 17,566 | |||
Accounts receivable, net | 291 | 198 | |||
Broadcast rights | 0 | 0 | |||
Income taxes receivable | 0 | 0 | |||
Current assets of discontinued operations | 0 | ||||
Prepaid expenses | 10,950 | 11,640 | |||
Other | 6,761 | 4,894 | |||
Total current assets | 633,826 | 608,936 | |||
Property, plant and equipment | 58,856 | 55,529 | |||
Accumulated depreciation | (30,252) | (21,635) | |||
Net properties | 28,604 | 33,894 | |||
Investments in subsidiaries | 9,989,160 | 10,502,544 | |||
Broadcast rights | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Non-current assets of discontinued operations | 0 | ||||
Assets held for sale | 0 | 0 | |||
Investments | 11,540 | 19,079 | |||
Intercompany receivables | 2,443,253 | 2,326,261 | |||
Intercompany loan receivable | 27,000 | ||||
Other assets | 124,739 | 51,479 | |||
Total other assets | 2,579,532 | 2,423,819 | |||
Total Assets (1) | 13,231,122 | 13,569,193 | |||
Accounts payable | 22,537 | 29,827 | |||
Debt due within one year | 0 | 15,921 | |||
Income taxes payable | 0 | 0 | |||
Contracts payable for broadcast rights | 0 | 0 | |||
Deferred revenue | 0 | 0 | |||
Interest payable | 14,095 | 30,301 | |||
Current liabilities of discontinued operations | 0 | ||||
Other | 49,059 | 38,867 | |||
Total current liabilities | 85,691 | 114,916 | |||
Long-term debt | 2,917,454 | 3,380,860 | |||
Intercompany loan payable | 0 | ||||
Deferred income taxes | 0 | 0 | |||
Contracts payable for broadcast rights | 0 | 0 | |||
Intercompany payables | 6,892,059 | 6,065,424 | |||
Other | 453,776 | 468,227 | |||
Non-current liabilities of discontinued operations | 0 | ||||
Total non-current liabilities | 10,263,289 | 9,914,511 | |||
Total Liabilities (1) | 10,348,980 | 10,029,427 | |||
Common stock | 101 | 100 | |||
Treasury stock | (632,194) | (632,207) | |||
Additional paid-in-capital | 4,028,524 | 4,561,760 | |||
Retained (deficit) earnings | (443,042) | (308,105) | |||
Accumulated other comprehensive (loss) income | (71,247) | (81,782) | |||
Total Tribune Media Company shareholders’ equity | 2,882,142 | 3,539,766 | |||
Noncontrolling interest | 0 | 0 | |||
Total shareholders’ equity | 2,882,142 | 3,539,766 | |||
Total Liabilities and Shareholders’ Equity | 13,231,122 | 13,569,193 | |||
Guarantor Subsidiaries | Reportable Legal Entities | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 1,806 | 720 | 10,645 | 13,054 | |
Restricted cash and cash equivalents | 0 | 0 | |||
Accounts receivable, net | 390,181 | 428,254 | |||
Broadcast rights | 145,582 | 155,266 | |||
Income taxes receivable | 14,994 | 9,056 | |||
Current assets of discontinued operations | 37,300 | ||||
Prepaid expenses | 11,458 | 24,074 | |||
Other | 1,916 | 1,729 | |||
Total current assets | 565,937 | 656,399 | |||
Property, plant and equipment | 484,122 | 547,601 | |||
Accumulated depreciation | (187,101) | (159,472) | |||
Net properties | 297,021 | 388,129 | |||
Investments in subsidiaries | 56,136 | 106,486 | |||
Broadcast rights | 144,152 | 153,374 | |||
Goodwill | 3,220,300 | 3,220,300 | |||
Other intangible assets, net | 1,573,824 | 1,729,829 | |||
Non-current assets of discontinued operations | 514,200 | ||||
Assets held for sale | 93,188 | 17,176 | |||
Investments | 1,245,227 | 1,637,909 | |||
Intercompany receivables | 6,419,210 | 5,547,542 | |||
Intercompany loan receivable | 0 | ||||
Other assets | 137,998 | 75,191 | |||
Total other assets | 12,833,899 | 12,895,521 | |||
Total Assets (1) | 13,752,993 | 14,046,535 | |||
Accounts payable | 18,511 | 29,703 | |||
Debt due within one year | 0 | 0 | |||
Income taxes payable | 71,741 | 21,130 | |||
Contracts payable for broadcast rights | 269,632 | 238,497 | |||
Deferred revenue | 12,072 | 13,593 | |||
Interest payable | 0 | 0 | |||
Current liabilities of discontinued operations | 44,763 | ||||
Other | 223,532 | 70,589 | |||
Total current liabilities | 595,488 | 418,275 | |||
Long-term debt | 0 | 0 | |||
Intercompany loan payable | 27,000 | ||||
Deferred income taxes | 736,506 | 871,923 | |||
Contracts payable for broadcast rights | 326,455 | 314,755 | |||
Intercompany payables | 2,067,198 | 1,912,259 | |||
Other | 120,533 | 50,239 | |||
Non-current liabilities of discontinued operations | 86,517 | ||||
Total non-current liabilities | 3,250,692 | 3,262,693 | |||
Total Liabilities (1) | 3,846,180 | 3,680,968 | |||
Common stock | 0 | 0 | |||
Treasury stock | 0 | 0 | |||
Additional paid-in-capital | 9,039,884 | 9,486,179 | |||
Retained (deficit) earnings | 869,641 | 888,088 | |||
Accumulated other comprehensive (loss) income | (2,712) | (8,700) | |||
Total Tribune Media Company shareholders’ equity | 9,906,813 | 10,365,567 | |||
Noncontrolling interest | 0 | 0 | |||
Total shareholders’ equity | 9,906,813 | 10,365,567 | |||
Total Liabilities and Shareholders’ Equity | 13,752,993 | 14,046,535 | |||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 2,675 | 2,300 | $ 12,677 | $ 14,082 | |
Restricted cash and cash equivalents | 0 | 0 | |||
Accounts receivable, net | 0 | 660 | |||
Broadcast rights | 3,394 | 2,551 | |||
Income taxes receivable | 0 | 0 | |||
Current assets of discontinued operations | 25,305 | ||||
Prepaid expenses | 209 | 148 | |||
Other | 0 | 1 | |||
Total current assets | 6,278 | 30,965 | |||
Property, plant and equipment | 111,894 | 107,938 | |||
Accumulated depreciation | (6,953) | (6,041) | |||
Net properties | 104,941 | 101,897 | |||
Investments in subsidiaries | 0 | 0 | |||
Broadcast rights | 151 | 83 | |||
Goodwill | 8,569 | 7,630 | |||
Other intangible assets, net | 81,643 | 89,305 | |||
Non-current assets of discontinued operations | 93,953 | ||||
Assets held for sale | 0 | 0 | |||
Investments | 17,090 | 17,895 | |||
Intercompany receivables | 362,170 | 358,834 | |||
Intercompany loan receivable | 0 | ||||
Other assets | 372 | 2,707 | |||
Total other assets | 469,995 | 570,407 | |||
Total Assets (1) | 581,214 | 703,269 | |||
Accounts payable | 1,167 | 1,023 | |||
Debt due within one year | 0 | 4,003 | |||
Income taxes payable | 0 | 36 | |||
Contracts payable for broadcast rights | 3,544 | 2,758 | |||
Deferred revenue | 493 | 97 | |||
Interest payable | 0 | 4 | |||
Current liabilities of discontinued operations | 9,521 | ||||
Other | 425 | 220 | |||
Total current liabilities | 5,629 | 17,662 | |||
Long-term debt | 0 | 10,767 | |||
Intercompany loan payable | 0 | ||||
Deferred income taxes | 143,980 | 161,604 | |||
Contracts payable for broadcast rights | 199 | 85 | |||
Intercompany payables | 265,376 | 254,954 | |||
Other | 20,312 | 20 | |||
Non-current liabilities of discontinued operations | 8,797 | ||||
Total non-current liabilities | 429,867 | 436,227 | |||
Total Liabilities (1) | 435,496 | 453,889 | |||
Common stock | 0 | 0 | |||
Treasury stock | 0 | 0 | |||
Additional paid-in-capital | 202,761 | 289,818 | |||
Retained (deficit) earnings | (64,774) | (33,961) | |||
Accumulated other comprehensive (loss) income | 496 | (12,394) | |||
Total Tribune Media Company shareholders’ equity | 138,483 | 243,463 | |||
Noncontrolling interest | 7,235 | 5,917 | |||
Total shareholders’ equity | 145,718 | 249,380 | |||
Total Liabilities and Shareholders’ Equity | $ 581,214 | $ 703,269 | |||
[1] | (4)See Note 4 for information regarding assets held for sale. | ||||
[2] | (1) The Company’s consolidated total assets as of September 30, 2017 and December 31, 2016 include total assets of variable interest entities (“VIEs”) of $101 million and $97 million, respectively, which can only be used to settle the obligations of the VIEs. The Company’s consolidated total liabilities as of September 30, 2017 and December 31, 2016 include total liabilities of the VIEs of $25 million and $3 million, respectively, for which the creditors of the VIEs have no recourse to the Company (see Note 1). |
Condensed Consolidating Finan98
Condensed Consolidating Financial Information Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Net cash (used in) provided by operating activities | $ 171,411 | $ 186,540 | ||||
Capital expenditures | $ (13,324) | $ (26,424) | (41,423) | (61,855) | ||
Investments | (25) | (3,451) | ||||
Net proceeds from the sale of business | 557,793 | 0 | ||||
Proceeds from FCC spectrum auction | 172,102 | 0 | ||||
Sale of partial interest of equity method investment | 142,552 | 0 | ||||
Proceeds from sales of real estate and other assets | 61,240 | 507,050 | ||||
Proceeds from the sale of investment | 5,769 | 0 | ||||
Distributions from equity investment | 4,608 | 0 | ||||
Distribution from cost investment | 805 | 0 | ||||
Transfers from restricted cash | 0 | 297 | ||||
Intercompany dividend | 0 | |||||
Net cash provided by investing activities | 903,421 | 442,041 | ||||
Long-term borrowings | 202,694 | 0 | ||||
Repayments of long-term debt | (703,527) | (20,881) | ||||
Long-term debt issuance costs | (1,689) | (784) | ||||
Payments of dividends | (564,499) | (68,684) | ||||
Tax withholdings related to net share settlements of share-based awards | (8,030) | (4,540) | ||||
Common stock repurchases | 0 | (149,147) | ||||
Proceeds from stock option exercises | 11,231 | 0 | ||||
Contributions from noncontrolling interest | 1,318 | 145 | ||||
Settlement of contingent consideration | 0 | (3,636) | ||||
Intercompany dividend | 0 | |||||
Change in intercompany receivables and payables and intercompany contributions (1) | 0 | [1] | 0 | [2] | ||
Net cash used in financing activities | (1,062,502) | (247,527) | ||||
Net Increase (Decrease) in Cash and Cash Equivalents | 12,330 | 381,054 | ||||
Cash and cash equivalents, beginning of period (1) | 590,409 | [3] | 262,644 | |||
Cash and cash equivalents, end of period | 602,739 | 643,698 | 602,739 | 643,698 | ||
Non-cash settlement of intercompany balances | 54,000 | 56,000 | ||||
Eliminations | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Net cash (used in) provided by operating activities | 0 | 0 | ||||
Capital expenditures | 0 | 0 | ||||
Investments | 0 | 0 | ||||
Net proceeds from the sale of business | 0 | |||||
Proceeds from FCC spectrum auction | 0 | |||||
Sale of partial interest of equity method investment | 0 | |||||
Proceeds from sales of real estate and other assets | 0 | 0 | ||||
Proceeds from the sale of investment | 0 | |||||
Distributions from equity investment | 0 | |||||
Distribution from cost investment | 0 | |||||
Transfers from restricted cash | 0 | |||||
Intercompany dividend | (3,326) | |||||
Net cash provided by investing activities | 0 | (3,326) | ||||
Long-term borrowings | 0 | |||||
Repayments of long-term debt | 0 | 0 | ||||
Long-term debt issuance costs | 0 | 0 | ||||
Payments of dividends | 0 | 0 | ||||
Tax withholdings related to net share settlements of share-based awards | 0 | 0 | ||||
Common stock repurchases | 0 | |||||
Proceeds from stock option exercises | 0 | |||||
Contributions from noncontrolling interest | 0 | 0 | ||||
Settlement of contingent consideration | 0 | |||||
Intercompany dividend | 3,326 | |||||
Change in intercompany receivables and payables and intercompany contributions (1) | 0 | [1] | 0 | [2] | ||
Net cash used in financing activities | 0 | 3,326 | ||||
Net Increase (Decrease) in Cash and Cash Equivalents | 0 | 0 | ||||
Cash and cash equivalents, beginning of period (1) | 0 | |||||
Cash and cash equivalents, end of period | 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 | (184,784) | (73,507) | ||||
Capital expenditures | (3,812) | (9,433) | ||||
Investments | 0 | (850) | ||||
Net proceeds from the sale of business | 574,817 | |||||
Proceeds from FCC spectrum auction | 0 | |||||
Sale of partial interest of equity method investment | 0 | |||||
Proceeds from sales of real estate and other assets | 0 | 0 | ||||
Proceeds from the sale of investment | 5,769 | |||||
Distributions from equity investment | 0 | |||||
Distribution from cost investment | 0 | |||||
Transfers from restricted cash | 0 | |||||
Intercompany dividend | 3,326 | |||||
Net cash provided by investing activities | 576,774 | (6,957) | ||||
Long-term borrowings | 202,694 | |||||
Repayments of long-term debt | (688,708) | (17,844) | ||||
Long-term debt issuance costs | (1,689) | (784) | ||||
Payments of dividends | (564,499) | (68,684) | ||||
Tax withholdings related to net share settlements of share-based awards | (8,030) | (4,540) | ||||
Common stock repurchases | (149,147) | |||||
Proceeds from stock option exercises | 11,231 | |||||
Contributions from noncontrolling interest | 0 | 0 | ||||
Settlement of contingent consideration | 0 | |||||
Intercompany dividend | 0 | |||||
Change in intercompany receivables and payables and intercompany contributions (1) | 680,631 | [1] | 706,331 | [2] | ||
Net cash used in financing activities | (368,370) | 465,332 | ||||
Net Increase (Decrease) in Cash and Cash Equivalents | 23,620 | 384,868 | ||||
Cash and cash equivalents, beginning of period (1) | 574,638 | |||||
Cash and cash equivalents, end of period | 598,258 | 620,376 | 598,258 | 620,376 | ||
Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Net cash (used in) provided by operating activities | 346,685 | 364,608 | ||||
Capital expenditures | (33,645) | (46,419) | ||||
Investments | (25) | (101) | ||||
Net proceeds from the sale of business | (5,249) | |||||
Proceeds from FCC spectrum auction | 172,102 | |||||
Sale of partial interest of equity method investment | 142,552 | |||||
Proceeds from sales of real estate and other assets | 61,240 | 506,369 | ||||
Proceeds from the sale of investment | 0 | |||||
Distributions from equity investment | 4,608 | |||||
Distribution from cost investment | 0 | |||||
Transfers from restricted cash | 297 | |||||
Intercompany dividend | 0 | |||||
Net cash provided by investing activities | 341,583 | 460,146 | ||||
Long-term borrowings | 0 | |||||
Repayments of long-term debt | 0 | 0 | ||||
Long-term debt issuance costs | 0 | 0 | ||||
Payments of dividends | 0 | 0 | ||||
Tax withholdings related to net share settlements of share-based awards | 0 | 0 | ||||
Common stock repurchases | 0 | |||||
Proceeds from stock option exercises | 0 | |||||
Contributions from noncontrolling interest | 0 | 0 | ||||
Settlement of contingent consideration | (750) | |||||
Intercompany dividend | (3,326) | |||||
Change in intercompany receivables and payables and intercompany contributions (1) | (690,989) | [1] | (823,087) | [2] | ||
Net cash used in financing activities | (690,989) | (827,163) | ||||
Net Increase (Decrease) in Cash and Cash Equivalents | (2,721) | (2,409) | ||||
Cash and cash equivalents, beginning of period (1) | 4,527 | |||||
Cash and cash equivalents, end of period | 1,806 | 10,645 | 1,806 | 10,645 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Net cash (used in) provided by operating activities | 9,510 | (104,561) | ||||
Capital expenditures | (3,966) | (6,003) | ||||
Investments | 0 | (2,500) | ||||
Net proceeds from the sale of business | (11,775) | |||||
Proceeds from FCC spectrum auction | 0 | |||||
Sale of partial interest of equity method investment | 0 | |||||
Proceeds from sales of real estate and other assets | 0 | 681 | ||||
Proceeds from the sale of investment | 0 | |||||
Distributions from equity investment | 0 | |||||
Distribution from cost investment | 805 | |||||
Transfers from restricted cash | 0 | |||||
Intercompany dividend | 0 | |||||
Net cash provided by investing activities | (14,936) | (7,822) | ||||
Long-term borrowings | 0 | |||||
Repayments of long-term debt | (14,819) | (3,037) | ||||
Long-term debt issuance costs | 0 | 0 | ||||
Payments of dividends | 0 | 0 | ||||
Tax withholdings related to net share settlements of share-based awards | 0 | 0 | ||||
Common stock repurchases | 0 | |||||
Proceeds from stock option exercises | 0 | |||||
Contributions from noncontrolling interest | 1,318 | 145 | ||||
Settlement of contingent consideration | (2,886) | |||||
Intercompany dividend | 0 | |||||
Change in intercompany receivables and payables and intercompany contributions (1) | 10,358 | [1] | 116,756 | [2] | ||
Net cash used in financing activities | (3,143) | 110,978 | ||||
Net Increase (Decrease) in Cash and Cash Equivalents | (8,569) | (1,405) | ||||
Cash and cash equivalents, beginning of period (1) | 11,244 | |||||
Cash and cash equivalents, end of period | $ 2,675 | $ 12,677 | $ 2,675 | $ 12,677 | ||
[1] | Excludes the impact of a $54 million non-cash settlement of intercompany balances upon the sale of certain Guarantor and Non-Guarantor subsidiaries included in the Gracenote Sale. | |||||
[2] | (1)Excludes the impact of a $56 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor subsidiaries. | |||||
[3] | (1)Cash and cash equivalents at the beginning of the nine months ended September 30, 2017 of $590 million are comprised of $578 million of cash and cash equivalents from continuing operations as reflected in the Company’s unaudited Condensed Consolidated Balance Sheets and $13 million of cash and cash equivalents reflected in current assets of discontinued operations, as further described in Note 2. |