Houghton Mifflin Harcourt (HMHC) 10-Q 3 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Jul. 31, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
Trading Symbol	HMHC
Entity Registrant Name	Houghton Mifflin Harcourt Co
Entity Central Index Key	1,580,156
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		123,339,531

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 78,735	$ 226,102
Short-term investments		80,841
Accounts receivable, net of allowance for bad debts and book returns of $22.6 million and $22.5 million, respectively	304,301	216,006
Inventories	197,903	162,415
Prepaid expenses and other assets	26,147	20,356
Total current assets	607,086	705,720
Property, plant, and equipment, net	157,083	175,202
Pre-publication costs, net	317,336	314,784
Royalty advances to authors, net	48,965	43,977
Goodwill	783,073	783,073
Other intangible assets, net	645,180	685,649
Deferred income taxes	3,458	3,458
Other assets	21,813	19,608
Total assets	2,583,994	2,731,471
Current liabilities
Current portion of long-term debt	8,000	8,000
Accounts payable	91,953	76,181
Royalties payable	69,389	72,233
Salaries, wages, and commissions payable	43,931	41,289
Deferred revenue	242,793	272,828
Interest payable	110	193
Severance and other charges	15,854	8,863
Accrued postretirement benefits	1,928	1,928
Other liabilities	38,219	23,635
Total current liabilities	512,177	505,150
Long-term debt, net of discount and issuance costs	762,466	764,738
Long-term deferred revenue	431,151	436,627
Accrued pension benefits	27,451	28,956
Accrued postretirement benefits	20,616	22,084
Deferred income taxes	90,409	71,381
Other liabilities	20,879	22,495
Total liabilities	1,865,149	1,851,431
Commitments and contingencies (Note 11)
Stockholders' equity
Preferred stock, $0.01 par value: 20,000,000 shares authorized; no shares issued and outstanding at June 30, 2017 and December 31, 2016
Common stock, $0.01 par value: 380,000,000 shares authorized; 147,836,621 and 147,556,804 shares issued at June 30, 2017 and December 31, 2016, respectively; 123,259,587 and 122,979,770 shares outstanding at June 30, 2017 and December 31, 2016, respectively	1,478	1,475
Treasury stock, 24,577,034 shares as of June 30, 2017 and December 31, 2016, respectively, at cost (related parties of $193,493 at 2017 and 2016)	(518,030)	(518,030)
Capital in excess of par value	4,873,638	4,868,230
Accumulated deficit	(3,585,865)	(3,418,340)
Accumulated other comprehensive loss	(52,376)	(53,295)
Total stockholders' equity	718,845	880,040
Total liabilities and stockholders' equity	$ 2,583,994	$ 2,731,471

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Accounts receivable, allowance for bad debts and book returns	$ 22,600	$ 22,500
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	380,000,000	380,000,000
Common stock, shares issued	147,836,621	147,556,804
Common stock, shares outstanding	123,259,587	122,979,770
Treasury stock, shares	24,577,034	24,577,034
Treasury stock	$ 518,030	$ 518,030
Related Parties [Member]
Treasury stock	$ 193,493	$ 193,493

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Statement [Abstract]
Net sales	$ 393,051	$ 392,042	$ 614,968	$ 597,858
Costs and expenses
Cost of sales, excluding publishing rights and pre-publication amortization	175,693	173,466	283,229	278,984
Publishing rights amortization	10,867	14,413	24,265	32,206
Pre-publication amortization	29,758	31,315	57,335	59,596
Cost of sales	216,318	219,194	364,829	370,786
Selling and administrative	166,165	184,479	322,517	353,154
Other intangible asset amortization	8,128	5,968	16,204	12,144
Restructuring	33,393		37,268
Severance and other charges	213	3,553	1,419	5,130
Operating loss	(31,166)	(21,152)	(127,269)	(143,356)
Other income (expense)
Interest expense	(10,432)	(9,402)	(20,640)	(18,735)
Change in fair value of derivative instruments	851	(619)	896	165
Loss before taxes	(40,747)	(31,173)	(147,013)	(161,926)
Income tax expense (benefit)	6,120	(2,782)	20,512	31,613
Net loss	$ (46,867)	$ (28,391)	$ (167,525)	$ (193,539)
Net loss per share attributable to common stockholders
Basic	$ (0.38)	$ (0.23)	$ (1.36)	$ (1.58)
Diluted	$ (0.38)	$ (0.23)	$ (1.36)	$ (1.58)
Weighted average shares outstanding
Basic	122,919,853	122,143,971	122,849,127	122,520,786
Diluted	122,919,853	122,143,971	122,849,127	122,520,786

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Statement of Comprehensive Income [Abstract]
Net loss	$ (46,867)	$ (28,391)	$ (167,525)	$ (193,539)
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments, net of tax	62	(257)	2	(210)
Unrealized gain (loss) on short-term investments, net of tax	2	(3)		57
Net change in unrealized (loss) gain on derivative financial instruments, net of tax	(444)	(2,848)	917	(8,876)
Other comprehensive (loss) income, net of taxes	(380)	(3,108)	919	(9,029)
Comprehensive loss	$ (47,247)	$ (31,499)	$ (166,606)	$ (202,568)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities
Net loss	$ (167,525)	$ (193,539)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	136,188	141,680
Amortization of debt discount and deferred financing costs	2,090	2,090
Deferred income taxes	19,028	29,252
Stock-based compensation expense	5,475	6,673
Restructuring charges related to property, plant, and equipment	10,035
Change in fair value of derivative instruments	(896)	(165)
Changes in operating assets and liabilities
Accounts receivable	(88,295)	(91,073)
Inventories	(35,488)	(47,478)
Other assets	(7,997)	(9,800)
Accounts payable and accrued expenses	11,505	12,137
Royalties payable and author advances, net	(7,832)	(3,422)
Deferred revenue	(35,511)	(17,365)
Interest payable	(83)
Severance and other charges	9,859	328
Accrued pension and postretirement benefits	(2,973)	(3,014)
Other liabilities	12,218	4,919
Net cash used in operating activities	(140,202)	(168,777)
Cash flows from investing activities
Proceeds from sales and maturities of short-term investments	80,690	197,724
Additions to pre-publication costs	(57,294)	(65,232)
Additions to property, plant, and equipment	(26,534)	(56,238)
Net cash (used in) provided by investing activities	(3,138)	76,254
Cash flows from financing activities
Payments of long-term debt	(4,000)	(4,000)
Repurchases of common stock		(51,018)
Tax withholding payments related to net share settlements of restricted stock units and awards	(1,434)	(1,039)
Proceeds from stock option exercises	512	11,220
Issuance of common stock under employee stock purchase plan	895	1,113
Net cash used in financing activities	(4,027)	(43,724)
Net decrease in cash and cash equivalents	(147,367)	(136,247)
Cash and cash equivalent at the beginning of the period	226,102	234,257
Cash and cash equivalent at the end of the period	78,735	98,010
Non-cash investing activities
Property, plant, and equipment acquired under capital leases		199
Pre-publication Costs [Member]
Non-cash investing activities
Costs included in accounts payable	18,337	11,984
Property, Plant, and Equipment [Member]
Non-cash investing activities
Costs included in accounts payable	$ 7,908	$ 14,419

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation	1. Basis of Presentation Houghton Mifflin Harcourt Company (“HMH”, “Houghton Mifflin Harcourt”, “we”, “us”, “our”, or the “Company”), is a global learning company, specializing in world-class content, services and cutting edge technology solutions that enable learning in a changing landscape. We provide dynamic, engaging, and effective solutions across a variety of media and in three key focus areas: early learning, K-12 and beyond the classroom, reaching over 50 million students in more than 150 countries worldwide. The kindergarten through 12 th HMH Science Dimensions Collections GO! Math Read 180 Journeys Furthermore, for nearly two centuries, we have published renowned and awarded children’s, fiction, nonfiction, culinary and reference titles enjoyed by readers throughout the world. Our distinguished author list includes ten Nobel Prize winners, forty-eight Pulitzer Prize winners, and fifteen National Book Award winners. We are home to popular characters and titles such as Curious George, Carmen Sandiego, The Lord of the Rings, The Whole30, The Polar Express, We sell our products and services across multiple media and distribution channels. Leveraging our portfolio of content, including some of our best-known children’s brands and titles, such as Carmen Sandiego and Curious George, we have created interactive digital content, mobile applications and educational games that can be used by families at home or on the go. Our digital products portfolio, combined with our content development or distribution agreements with recognized technology leaders, such as Apple, Google, Intel and Microsoft, enable us to bring our next-generation educational solutions and content to learners across virtually all platforms and devices. Additionally, we believe our technology and development capabilities allow us to enhance content engagement and effectiveness with embedded assessment, interactivity and personalized adaptable content as well as increased accessibility. The June 30, 2017 and December 31, 2016 consolidated financial statements of HMH include the accounts of all of our wholly-owned subsidiaries as of, and for the three and six month periods ended, June 30, 2017 and 2016. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of management, our unaudited consolidated financial statements and accompanying notes include all adjustments (consisting of normal recurring adjustments) considered necessary by management to fairly state the results of operations, financial position and cash flows for the interim periods presented. Interim results of operations are not necessarily indicative of the results for the full year or for any future period. These financial statements should be read in conjunction with the annual financial statements and the notes thereto also included therein. During the six months ended June 30, 2016, we recorded out-of-period corrections of approximately $2.9 million increasing net sales and reducing deferred revenue that should have been recognized previously. Management believes these out-of-period corrections are not material to the current period financial statements or any previously issued financial statements. During the six months ended June 30, 2017, we recorded out-of-period corrections of approximately $4.0 million increasing net sales and reducing deferred revenue that should have been recognized previously. Management believes these out-of-period corrections are not material to the current period financial statements or any previously issued financial statements. Seasonality and Comparability Our net sales, operating profit or loss and net cash provided by or used in operations are impacted by the inherent seasonality of the academic calendar. Consequently, the performance of our businesses may not be comparable quarter to consecutive quarter and should be considered on the basis of results for the whole year or by comparing results in a quarter with results in the same quarter for the previous year. Approximately 88% of our net sales for the year ended December 31, 2016 were derived from our Education segment, which is a markedly seasonal business. Schools conduct the majority of their purchases in the second and third quarters of the calendar year in preparation for the beginning of the school year. Thus, for the years ended December 31, 2016, 2015 and 2014, approximately 68% of our consolidated net sales were realized in the second and third quarters. Sales of K-12 instructional materials and customized testing products are also cyclical, with some years offering more sales opportunities than others. The amount of funding available at the state level for educational materials also has a significant effect on year-to-year net sales. Although the loss of a single customer would not have a material adverse effect on our business, schedules of school adoptions and market acceptance of our products can materially affect year-to-year net sales performance.

Significant Accounting Policies

Significant Accounting Policies and Estimates	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Significant Accounting Policies and Estimates	2. Significant Accounting Policies and Estimates Our financial results are affected by the selection and application of accounting policies and methods. There were no material changes in the six months ended June 30, 2017 to the application of significant accounting policies and estimates as described in our audited consolidated financial statements for the year ended December 31, 2016.

Recent Accounting Standards

Recent Accounting Standards	6 Months Ended
	Jun. 30, 2017
Accounting Changes and Error Corrections [Abstract]
Recent Accounting Standards	3. Recent Accounting Standards Recent accounting pronouncements, not included below, are not expected to have a material impact on our consolidated financial position and results of operations. Recently Issued Accounting Standards In March 2017, the Financial Accounting Standards Board (“FASB”) issued guidance to improve the presentation of net periodic pension cost and net periodic post-retirement benefit cost. The changes to the guidance require employers to report the service cost component in the same line item as other compensation costs arising from services rendered by employees during the reporting period. The other components of net benefit costs will be presented in the income statement separately from the service cost and outside of a subtotal of income from operations. The guidance will be effective in 2018, we do not expect it to have a material impact on our consolidated financial statements. In January 2017, the FASB issued updated guidance to simplify the test for goodwill impairment by the elimination of Step 2 in the determination on whether goodwill should be considered impaired. The annual assessments are still required to be completed. The guidance will be effective in 2020, with early adoption permitted. We are currently in the process of evaluating the impact of this guidance, but we do not expect it to have a material impact on our consolidated financial statements. In November 2016, the FASB issued guidance on restricted cash, which requires amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. The guidance will be effective in 2019 using a retrospective transition method to each period presented. We do not expect it to have a material impact on our consolidated financial statements. In August 2016, the FASB issued a guidance update to classifications of certain cash receipts and cash payments on the Statement of Cash Flows with the objective of reducing the existing diversity in practice. This updated guidance addresses the following eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The guidance will be effective in 2018 with early adoption permitted. We are currently in the process of evaluating the impact of this guidance, but we do not expect it to have a material impact on our consolidated financial statements. In February 2016, the FASB issued guidance that primarily requires lessees to recognize most leases on their balance sheets but record expenses on their income statements in a manner similar to current accounting. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. The guidance is effective in 2019 with early adoption permitted. We are currently in the process of evaluating the impact of this guidance on our consolidated financial statements and footnote disclosures, but we believe the adoption of this guidance will have a material impact on our consolidated balance sheets due to the recognition of the lease rights and obligations as assets and liabilities. In May 2014, the FASB issued new guidance related to revenue recognition. This new accounting standard will replace most current U.S. GAAP guidance on this topic and eliminate most industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. Entities may adopt the new standard either retrospectively to all periods presented in the financial statements (the full retrospective method) or as a cumulative-effect adjustment as of the date of adoption (modified retrospective method) in the year of adoption without applying to comparative periods financial statements. Further, in August 2015, the FASB issued guidance to defer the effective adoption date by one year to December 15, 2017 for annual reporting periods beginning after that date and permitted early adoption of the standard, but not before fiscal years beginning after the original effective date of December 15, 2016. We will adopt the guidance on January 1, 2018 and currently expect to adopt the standard using the modified retrospective method. We are in the process of evaluating the impact that the adoption of this new revenue recognition standard will have on our consolidated financial statements and footnote disclosures. While we are continuing to assess all potential impacts of the standard, we currently believe the most significant impact relates to the requirement to capitalize incremental costs to acquire new contracts, whereas we currently expense those costs as incurred. Further, we believe there may be an impact to our accounting for software license revenue. Under the current guidance, our term-based software licenses are recognized ratably over the life of the service period due to the separation criteria of the software license and related maintenance services not being met. This is due to vendor specific objective evidence (“VSOE”) not being established for the undelivered maintenance services as they are not sold separately from the software licenses. The requirement for establishing VSOE does not exist under the new standard and will require us to recognize the software license revenue at a point in time, which is predominately at the time of delivery. As the new standard will supersede substantially all existing revenue recognition guidance, it could impact the revenue recognition on a significant amount of our contracts, in addition to our business processes and our information technology systems. As a result, we have established a cross-functional coordinated team to implement the new revenue recognition standard. We are in the process of implementing changes to our systems, processes and internal controls to meet the standard’s reporting and disclosure requirements. We expect to have our evaluation of the impact of the new standard complete by the end of the third quarter in 2017. Recently Adopted Accounting Standards In March 2016, the FASB issued guidance that changes the accounting for certain aspects of share-based payments to employees. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid-in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The guidance became effective January 1, 2017. The adoption of the guidance during the six months ended June 30, 2017 resulted in the recognition of approximately $12.3 million (tax effected) of previously unrecorded additional paid-in capital net operating losses as of January 1, 2017. The additional net operating losses were offset by an increase to the valuation allowance, accordingly no income tax benefit was recognized as a result of the adoption.

Inventories

Inventories	6 Months Ended
	Jun. 30, 2017
Inventory Disclosure [Abstract]
Inventories	4. Inventories Inventories consisted of the following: June 30, December 31, Finished goods $ 192,619 $ 157,925 Raw materials 5,284 4,490 Inventories $ 197,903 $ 162,415

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	6 Months Ended
	Jun. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	5. Goodwill and Other Intangible Assets Goodwill and other intangible assets consisted of the following: June 30, 2017 December 31, 2016 Cost Accumulated Total Cost Accumulated Total Goodwill $ 783,073 $ — $ 783,073 $ 783,073 $ — $ 783,073 Trademarks and tradenames: indefinite-lived $ 161,000 $ — $ 161,000 $ 161,000 $ — $ 161,000 Trademarks and tradenames: definite-lived 194,130 (11,551 ) 182,579 194,130 (6,961 ) 187,169 Publishing rights 1,180,000 (1,056,183 ) 123,817 1,180,000 (1,031,918 ) 148,082 Customer related and other 442,640 (264,856 ) 177,784 442,640 (253,242 ) 189,398 Other intangible assets, net $ 1,977,770 $ (1,332,590 ) $ 645,180 $ 1,977,770 $ (1,292,121 ) $ 685,649 The changes in the carrying amount of goodwill for the period ended June 30, 2017 was as follows: Balance at December 31, 2016 $ 783,073 Acquisitions — Balance at June 30, 2017 $ 783,073 Amortization expense for definite-lived trademark and tradenames, publishing rights and customer related and other intangibles were $40.5 million and $44.4 million for the six months ended June 30, 2017 and 2016, respectively.

Debt

Debt	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Debt	6. Debt Our debt consisted of the following: June 30, December 31, $800,000 term loan due May 29, 2021 interest payable quarterly (net of discount and issuance costs) $ 770,466 $ 772,738 Less: Current portion of long-term debt 8,000 8,000 Total long-term debt, net of discount and issuance costs $ 762,466 $ 764,738 Term Loan Facility We entered into an amended and restated term loan credit facility (the “term loan facility”) dated as of May 29, 2015 to increase our outstanding term loan credit facility to $800.0 million, all of which was drawn at closing. The term loan facility matures on May 29, 2021 and the interest rate is based on LIBOR plus 3.0% or an alternative base rate plus applicable margins. LIBOR is subject to a floor of 1.0% with the length of the LIBOR contracts ranging up to six months at the option of the Company. The term loan facility may be prepaid, in whole or in part, at any time, without premium. The term loan facility is required to be repaid in quarterly installments equal to 0.25%, or $2.0 million, of the aggregate principal amount outstanding under the term loan facility immediately prior to the first quarterly payment date. The term loan facility was issued at a discount equal to 0.5% of the outstanding borrowing commitment. As of June 30, 2017, the interest rate of the term loan facility was 4.0%. The term loan facility does not require us to comply with financial maintenance covenants. The term loan facility is subject to usual and customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The term loan facility is subject to customary events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of certain required lenders shall, accelerate the obligations outstanding under the term loan facility. We are subject to an excess cash flow provision under our term loan facility which is predicated upon our leverage ratio and cash flow. There was no payment required under the excess cash flow provision in 2017 and 2016. Interest Rate Hedging On August 17, 2015, we entered into interest rate derivative contracts with various financial institutions having an aggregate notional amount of $400.0 million to convert floating rate debt into fixed rate debt and had $400.0 million outstanding as of June 30, 2017. We assessed at inception, and re-assess on an ongoing basis, whether the interest rate derivative contracts are highly effective in offsetting changes in the fair value of the hedged variable rate debt. These interest rate swaps were designated as cash flow hedges and qualify for hedge accounting under the accounting guidance related to derivatives and hedging. Accordingly, we recorded an unrealized gain of $0.9 million and an unrealized loss of $8.9 million in our statements of comprehensive loss to account for the changes in fair value of these derivatives during the six months ended June 30, 2017 and 2016, respectively. The corresponding $5.2 million and $6.1 million hedge liability is included within long-term other liabilities in our consolidated balance sheet as of June 30, 2017 and December 31, 2016, respectively. The interest rate derivative contracts mature on July 22, 2020. Revolving Credit Facility On July 22, 2015, we entered into an amended and restated revolving credit facility (the “revolving credit facility”). The revolving credit facility provides borrowing availability in an amount equal to the lesser of either $250.0 million or a borrowing base that is computed monthly or weekly and comprised of the borrowers’ and the guarantors’ eligible inventory and receivables. The revolving credit facility includes a letter of credit subfacility of $50.0 million, a swingline subfacility of $20.0 million and the option to expand the facility by up to $100.0 million in the aggregate under certain specified conditions. The revolving credit facility may be prepaid, in whole or in part, at any time, without premium. The revolving credit facility requires the Company to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 on a trailing four-quarter basis only during certain periods commencing when excess availability under the revolving credit facility is less than certain limits prescribed by the terms of the revolving credit facility. The revolving credit facility is subject to usual and customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The revolving credit facility is subject to customary events of default. No amounts have been drawn on the revolving credit facility as of June 30, 2017. As of June 30, 2017, the minimum fixed charge coverage ratio covenant under our revolving credit facility was not applicable, due to our level of borrowing availability. The minimum fixed charge coverage ratio, which is only tested in limited situations, is 1.0 to 1.0 through the end of the facility. Guarantees Under both the revolving credit facility and the term loan facility, Houghton Mifflin Harcourt Publishers Inc., HMH Publishers LLC and Houghton Mifflin Harcourt Publishing Company are the borrowers (collectively, the “Borrowers”), and Citibank, N.A. acts as both the administrative agent and the collateral agent. The obligations under our senior secured credit facilities are guaranteed by the Company and each of its direct and indirect for-profit domestic subsidiaries (other than the Borrowers) (collectively, the “Guarantors”) and are secured by all capital stock and other equity interests of the Borrowers and the Guarantors and substantially all of the other tangible and intangible assets of the Borrowers and the Guarantors, including, without limitation, receivables, inventory, equipment, contract rights, securities, patents, trademarks, other intellectual property, cash, bank accounts and securities accounts and owned real estate. The revolving credit facility is secured by first priority liens on receivables, inventory, deposit accounts, securities accounts, instruments, chattel paper and other assets related to the foregoing (the “Revolving First Lien Collateral”), and second priority liens on the collateral which secures the term loan facility on a first priority basis. The term loan facility is secured by first priority liens on the capital stock and other equity interests of the Borrowers and the Guarantors, equipment, owned real estate, trademarks and other intellectual property, general intangibles that are not Revolving First Lien Collateral and other assets related to the foregoing, and second priority liens on the Revolving First Lien Collateral.

Restructuring, Severance and Ot

Restructuring, Severance and Other Charges	6 Months Ended
	Jun. 30, 2017
Restructuring and Related Activities [Abstract]
Restructuring, Severance and Other Charges	7. Restructuring, Severance and Other Charges 2017 Restructuring Plan On an ongoing basis, we assess opportunities for improved operational effectiveness and efficiency and better alignment of expenses with net sales, while preserving our ability to make the investments in content and our people that we believe are important to our long-term success. As a result of these assessments, we have undertaken a restructuring initiative in order to enhance our growth potential and better position us for long-term success. This initiative is described below. Beginning at the end of 2016, we worked with a third party consultant to review our operating model and organizational design in order to improve our operational efficiency, better focus on the needs of our customers and right-size our cost structure to create long-term shareholder value. In March 2017, we committed to certain operational efficiency and cost-reduction actions we planned to take in order to accomplish these objectives (“2017 Restructuring Plan”). These actions include making organizational design changes across layers of the Company below the executive team and other right-sizing initiatives expected to result in reductions in force, consolidating and/or subletting certain office space under real estate leases as well as other potential operational efficiency and cost-reduction initiatives. We substantially completed the organizational design change actions and expect to substantially complete the remaining actions by the end of 2018. Implementation of actions under the 2017 Restructuring Plan is expected to result in total charges of approximately $41.0 million to $45.0 million, of which approximately $32.0 million to $36.0 million of these charges are estimated to result in future cash outlays. We have recorded cash-related costs of $23.3 million and $27.2 million for the three and six months ended June 30, 2017, respectively, of which a portion of these expenses totaling approximately $14.0 million and $14.2 million were related to severance and termination benefits for the three and six months ended June 30, 2017, respectively, with the remaining amount of approximately $9.3 million and $13.0 million related to implementation of the plan and real estate consolidation costs, respectively. These costs are included in the restructuring line item within our consolidated statements of operations. The following table provides a summary of our total costs associated with the 2017 Restructuring Plan, included in the restructuring line item within our consolidated statements of operations, for the three and six months ended June 30, 2017 by major type of cost: Type of Cost Three Months Ended Six Months Ended Total Amount Incurred to Date Restructuring charges: Severance and termination benefits $ 14,021 $ 14,162 $ 14,162 Office space consolidation (2) 6,776 6,776 6,776 Implementation and impairment (3) 12,596 16,330 16,730 $ 33,393 $ 37,268 $ 37,668 (1) All restructuring charges are included within Corporate and Other. (2) During the three months ended June 30, 2017, we recorded a non-cash charge for a write-off of property, plant, and equipment of approximately $0.9 million and $5.9 million of accruals related to vacating certain office space in two of our locations. (3) During the three months ended June 30, 2017, we recorded a non-cash impairment charge of approximately $9.1 million related to a certain long-lived asset included within property, plant, and equipment. Our restructuring liabilities are primarily comprised of accruals for severance and termination benefits and office space consolidation. The following is a rollforward of our liabilities associated with the 2017 Restructuring Plan: 2017 Restructuring accruals at December 31, 2016 Charges Cash payments Restructuring accruals at June 30, 2017 Severance and termination benefits $ — $ 14,162 $ (3,993 ) $ 10,169 Office space consolidation — 5,860 (127 ) 5,733 Implementation — 7,211 (3,118 ) 4,093 $ — $ 27,233 $ (7,238 ) $ 19,995 The following table provides a summary of our estimates of costs associated with the 2017 Restructuring Plan through the end of 2018 by major type of cost: Type of Cost Total Estimated Amount Restructuring charges: Severance and termination benefits $ 14,000 to $ 16,000 Office space consolidation 12,000 to 13,000 Implementation and impairment 15,000 to 16,000 $ 41,000 to $ 45,000 Severance and Other Charges 2017 Exclusive of the 2017 Restructuring Plan, during the six months ended June 30, 2017, $4.4 million of severance payments were made to employees whose employment ended in 2017 and prior years and $3.0 million of net payments were made for office space no longer utilized by the Company as a result of prior savings initiatives. Further, we recorded an expense in the amount of $1.1 million to reflect costs for severance, which we expect to be paid over the next twelve months, along with a $0.4 million charge for office space no longer occupied. 2016 During the six months ended June 30, 2016, $2.8 million of severance payments were made to employees whose employment ended in 2016 and prior years and $2.0 million of net payments for office space no longer utilized by the Company. Further, we recorded an expense in the amount of $5.7 million to reflect costs for severance, which have been fully paid, along with a favorable $0.6 million accrual adjustment for vacated space. A summary of the significant components of the severance/restructuring and other charges, which are not allocated to our segments and included in Corporate and Other, is as follows: 2017 Severance/ other accruals at December 31, 2016 Severance/ other expense Cash payments Severance/ other accruals at June 30, 2017 Severance costs $ 6,417 $ 1,055 $ (4,449 ) $ 3,023 Other charges 4,604 364 (3,013 ) 1,955 $ 11,021 $ 1,419 $ (7,462 ) $ 4,978 2016 Severance/ other accruals at December 31, 2015 Severance/ other expense Cash payments Severance/ other accruals at June 30, 2016 Severance costs $ 1,455 $ 5,750 $ (2,804 ) $ 4,401 Other charges 5,251 (620 ) (1,998 ) 2,633 $ 6,706 $ 5,130 $ (4,802 ) $ 7,034 The current portion of the severance and other charges was $15.9 million (inclusive of the 2017 Restructuring Plan) and $8.9 million as of June 30, 2017 and December 31, 2016, respectively.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Income Taxes	8. Income Taxes The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment, including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, additional information is obtained or as the tax environment changes. At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The amount of interim tax benefit recorded for the year-to-date ordinary loss is limited to the amount that is expected to be realized during the year or recognizable as a deferred tax asset at year end. The tax expense or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect, are individually computed, and are recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs. For the three months ended June 30, 2017 and 2016, we recorded an income tax expense (benefit) of approximately $6.1 million and $(2.8) million, respectively, and for the six months ended June 30, 2017 and 2016, we recorded an income tax expense of approximately $20.5 million and $31.6 million, respectively. The decrease in income tax expense for the six months ended June 30, 2017 of $11.1 million is primarily related to a lower annual effective tax rate, a portion of which was due to a change in certain tradenames from indefinite-lived intangibles to definite-lived intangibles during the fourth quarter of 2016. For all periods, the income tax expense was impacted by certain discrete tax items including the accrual of potential interest and penalties on uncertain tax positions. Including the tax effects of these discrete tax items, the effective rate was (15.0)% and 8.9% for the three months ended June 30, 2017 and 2016, respectively, and (14.0)% and (19.5)% for the six months ended June 30, 2017 and 2016, respectively. Reserves for unrecognized tax benefits, excluding accrued interest and penalties, were $15.5 million at June 30, 2017 and December 31, 2016, respectively.

Retirement and Postretirement B

Retirement and Postretirement Benefit Plans	6 Months Ended
	Jun. 30, 2017
Retirement Benefits [Abstract]
Retirement and Postretirement Benefit Plans	9. Retirement and Postretirement Benefit Plans We have a noncontributory, qualified defined benefit pension plan (the “Retirement Plan”), which covers certain employees. The Retirement Plan is a cash balance plan, which accrues benefits based on pay, length of service, and interest. The funding policy is to contribute amounts subject to minimum funding standards set forth by the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. The Retirement Plan’s assets consist principally of common stocks, fixed income securities, investments in registered investment companies, and cash and cash equivalents. We also have a nonqualified defined benefit plan, or nonqualified plan, that previously covered employees who earned over the qualified pay limit as determined by the Internal Revenue Service. The nonqualified plan accrues benefits for the participants based on the cash balance plan calculation. The nonqualified plan is not funded. We use a December 31 date to measure the pension and postretirement liabilities. In 2007, both the qualified and nonqualified pension plans eliminated participation in the plans for new employees hired after October 31, 2007. We recognize the funded status of defined benefit pension and other postretirement plans as an asset or liability in the balance sheet and recognize actuarial gains and losses and prior service costs and credits in other comprehensive income and subsequently amortize those items in the statement of operations. Net periodic benefit (credit) cost for our pension and other postretirement benefit plans consisted of the following: Pension Plans Six Months Ended 2017 2016 Interest cost $ 2,764 $ 2,612 Expected return on plan assets (4,632 ) (4,576 ) Amortization of net loss 402 24 Net periodic benefit (credit) cost $ (1,466 ) $ (1,940 ) Other Post Retirement Benefit Six Months Ended 2017 2016 Service cost $ 67 $ 82 Interest cost 385 438 Amortization of prior service cost (670 ) (670 ) Amortization of net loss 7 44 Net periodic benefit (credit) cost $ (211 ) $ (106 ) There were no contributions to the pension plans for the six months ended June 30, 2017 and 2016, and we do not expect to make a contribution to the pension plans during 2017.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements	10. Fair Value Measurements The accounting standard for fair value measurements, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The accounting standard establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1 Observable input such as quoted prices in active markets for identical assets or liabilities; Level 2 Observable inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3 Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of three valuation techniques identified in the tables below. Where more than one technique is noted, individual assets or liabilities were valued using one or more of the noted techniques. The valuation techniques are as follows: (a) Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; (b) Cost approach: Amount that would be currently required to replace the service capacity of an asset (current replacement cost); and (c) Income approach: Valuation techniques to convert future amounts to a single present amount based on market expectations (including present value techniques). On a recurring basis, we measure certain financial assets and liabilities at fair value, including our money market funds, short-term investments which consist of U.S. treasury securities and U.S. agency securities, foreign exchange forward contracts, and interest rate derivatives contracts. The accounting standard for fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty and its credit risk in its assessment of fair value. Financial Assets and Liabilities The following tables present our financial assets and liabilities measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016: 2017 Quoted Prices Significant Valuation Financial assets Money market funds $ 35,128 $ 35,128 $ — (a ) Foreign exchange derivatives 496 — 496 (a ) $ 35,624 $ 35,128 $ 496 Financial liabilities Interest rate derivatives $ 5,191 $ — $ 5,191 (a ) 2016 Quoted Prices Significant Valuation Financial assets Money market funds $ 184,968 $ 184,968 $ — (a ) U.S. treasury securities 14,457 14,457 — (a ) U.S. agency securities 66,384 — 66,384 (a ) $ 265,809 $ 199,425 $ 66,384 Financial liabilities Foreign exchange derivatives $ 816 $ — $ 816 (a ) Interest rate derivatives 6,108 — 6,108 (a ) $ 6,924 $ — $ 6,924 Our money market funds and U.S. treasury securities are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets for identical instruments. Our U.S. agency securities are classified within Level 2 of the fair value hierarchy because they are valued using other than quoted prices in active markets. In addition to $35.1 million and $185.0 million invested in money market funds as of June 30, 2017 and December 31, 2016, respectively, we had $43.6 million and $41.1 million of cash invested in bank accounts as of June 30, 2017 and December 31, 2016, respectively. Our foreign exchange derivatives consist of forward contracts and are classified within Level 2 of the fair value hierarchy because they are valued based on observable inputs and are available for substantially the full term of our derivative instruments. We use foreign exchange forward contracts to fix the functional currency value of forecasted commitments, payments and receipts. The aggregate notional amount of the outstanding foreign exchange forward contracts was $15.4 million and $16.2 million at June 30, 2017 and December 31, 2016, respectively. Our foreign exchange forward contracts contain netting provisions to mitigate credit risk in the event of counterparty default, including payment default and cross default. At June 30, 2017 and December 31, 2016, the fair value of our counterparty default exposure was less than $1.0 million and spread across several highly rated counterparties. Our interest rate derivatives are classified within Level 2 of the fair value hierarchy because they are valued based on observable inputs and are available for substantially the full term of our derivative instruments. Our interest rate risk relates primarily to U.S. dollar borrowings, partially offset by U.S. dollar cash investments. We have historically used interest rate derivative instruments to manage our earnings and cash flow exposure to changes in interest rates by converting floating-rate debt into fixed-rate debt. The aggregate notional amount of the outstanding interest rate derivative instruments was $400.0 million as of June 30, 2017. We designate these derivative instruments either as fair value or cash flow hedges under the accounting guidance related to derivatives and hedging. We record changes in the value of fair value hedges in interest expense, which is generally offset by changes in the fair value of the hedged debt obligation. Interest payments made or received related to our interest rate derivative instruments are included in interest expense. We record the effective portion of any change in the fair value of derivative instruments designated as cash flow hedges as unrealized gains or losses in other comprehensive income, net of tax, until the hedged cash flow occurs, at which point the effective portion of any gain or loss is reclassified to earnings. We record the ineffective portion of our cash flow hedges in interest expense. In the event the hedged cash flow does not occur, or it becomes no longer probable that it will occur, we reclassify the amount of any gain or loss on the related cash flow hedge to interest expense at that time. We believe we do not have significant concentrations of credit risk arising from our interest rate derivative instruments, whether from an individual counterparty or a related group of counterparties. We manage the concentration of counterparty credit risk on our interest rate derivatives instruments by limiting acceptable counterparties to a diversified group of major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to each counterparty, and actively monitoring their credit ratings and outstanding fair values on an ongoing basis. Furthermore, none of our derivative transactions contain provisions that are dependent on our credit ratings from any credit rating agency. We also employ master netting arrangements that reduce our counterparty payment settlement risk on any given maturity date to the net amount of any receipts or payments due between us and the counterparty financial institution. Thus, the maximum loss due to counterparty credit risk is limited to the unrealized gains in such contracts net of any unrealized losses should any of these counterparties fail to perform as contracted. Although these protections do not eliminate concentrations of credit risk, as a result of the above considerations, we do not consider the risk of counterparty default to be significant. Non-Financial Assets and Liabilities Our non-financial assets, which include goodwill, other intangible assets, property, plant, and equipment, and pre-publication costs, are not required to be measured at fair value on a recurring basis. However, if certain trigger events occur, or if an annual impairment test is required, we evaluate the nonfinancial assets for impairment. If an impairment did occur, the asset is required to be recorded at the estimated fair value. An impairment analysis was not performed for the preparation of this report, as there were no triggering events for the six months ended June 30, 2017 and 2016, except for the following. We review internal and external software development costs, included within property, plant, and equipment, for impairment. The carrying amounts of software development costs are periodically compared to net realizable value and impairment charges are recorded, as appropriate, when amounts expected to be realized are lower. During the three months ended June 30, 2017 in connection with our 2017 Restructuring Plan, we recorded an impairment charge of approximately $9.1 million related to a certain long-lived asset included within property, plant, and equipment as the carrying amount of the asset is no longer recoverable based on projected cash flows. There were no nonfinancial liabilities that were required to be measured at fair value on a nonrecurring basis during 2017 and 2016. The following table presents our nonfinancial assets measured at fair value on a nonrecurring basis during 2017: 2017 Significant (Level 3) Total Valuation Nonfinancial assets Property, plant, and equipment $ — $ — $ 9,119 (c ) Fair Value of Debt The following table presents the carrying amounts and estimated fair market values of our debt at June 30, 2017 and December 31, 2016. The fair value of debt is deemed to be the amount at which the instrument could be exchanged in an orderly transaction between market participants at the measurement date. June 30, 2017 December 31, 2016 Carrying Estimated Carrying Estimated Debt Term loan $ 770,466 $ 733,868 $ 772,738 $ 732,169 The fair market values of our debt were estimated based on quoted market prices on a private exchange for those instruments that are traded and are classified as Level 2 within the fair value hierarchy at June 30, 2017 and December 31, 2016. The fair market values require varying degrees of management judgment. The factors used to estimate these values may not be valid on any subsequent date. Accordingly, the fair market values of the debt presented may not be indicative of their future values.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	11. Commitments and Contingencies There were no material changes in our commitments under contractual obligations, as disclosed in our audited consolidated financial statements for the year ended December 31, 2016. We are involved in ordinary and routine litigation and matters incidental to our business. Litigation alleging infringement of copyrights and other intellectual property rights has become extensive in the educational publishing industry. Specifically, there have been various settled, pending and threatened litigation that allege we exceeded the print run limitation or other restrictions in licenses granted to us to reproduce photographs in our textbooks. During 2016, we settled all such pending or actively threatened litigations alleging infringement of copyrights, and made total settlement payments of $10.0 million, collectively. We received approximately $4.5 million of insurance recovery proceeds during the first quarter of 2017. While management believes that there is a reasonable possibility we may incur a loss associated with pending and threatened litigation, we are not able to estimate such amount, but we do not expect any of these matters to have a material adverse effect on our results of operations, financial position or cash flows. We have insurance over such amounts and with coverage and deductibles as management believes is reasonable. There can be no assurance that our liability insurance will cover all events or that the limits of coverage will be sufficient to fully cover all liabilities. In connection with an agreement with a development content provider, we agreed to act as guarantor to that party’s loan to finance such development. Such guarantee is expected to remain until 2020. Under the guarantee, we believe the maximum future payments to approximate $14.0 million. If in the unlikely event that we were required to make payments on behalf of the development content provider, we would have recourse against the development content provider. We were contingently liable for $2.5 million and $4.1 million of performance-related surety bonds for our operating activities as of June 30, 2017 and December 31, 2016, respectively. An aggregate of $26.2 million and $31.7 million of letters of credit existed as of June 30, 2017 and December 31, 2016, respectively, of which $2.4 million backed the aforementioned performance-related surety bonds as of December 31, 2016. We routinely enter into standard indemnification provisions as part of license agreements involving use of our intellectual property. These provisions typically require us to indemnify and hold harmless licensees in connection with any infringement claim by a third party relating to the intellectual property covered by the license agreement. The assessment business routinely enters into contracts with customers that contain provisions requiring us to indemnify the customer against a broad array of potential liabilities resulting from any breach of the contract or the invalidity of the test. Although the term of these provisions and the maximum potential amounts of future payments we could be required to make is not limited, we have never incurred any costs to defend or settle claims related to these types of indemnification provisions. We therefore believe the estimated fair value of these provisions is inconsequential, and have no liabilities recorded for them as of June 30, 2017 and December 31, 2016.

Net Loss Per Share

Net Loss Per Share	6 Months Ended
	Jun. 30, 2017
Earnings Per Share [Abstract]
Net Loss Per Share	12. Net Loss Per Share The following table sets forth the computation of basic and diluted earnings per share (“EPS”): Three Months Ended Six Months Ended 2017 2016 2017 2016 Numerator Net loss attributable to common stockholders $ (46,867 ) $ (28,391 ) $ (167,525 ) $ (193,539 ) Denominator Weighted average shares outstanding Basic 122,919,853 122,143,971 122,849,127 122,520,786 Diluted 122,919,853 122,143,971 122,849,127 122,520,786 Net loss per share attributable to common stockholders Basic $ (0.38 ) $ (0.23 ) $ (1.36 ) $ (1.58 ) Diluted $ (0.38 ) $ (0.23 ) $ (1.36 ) $ (1.58 ) As we incurred a net loss in each of the periods presented above, all outstanding stock options, restricted stock, and restricted stock units for those periods have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding. Accordingly, basic and diluted weighted average shares outstanding are equal for such periods. The following table summarizes our weighted average outstanding common stock equivalents that were anti-dilutive attributable to common stockholders during the periods, and therefore excluded from the computation of diluted EPS: Three Months Ended Six Months Ended 2017 2016 2017 2016 Stock options 3,305,258 7,167,451 3,130,273 7,017,824 Restricted stock and restricted stock units 1,722,833 1,126,298 1,296,699 871,685

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2017
Equity [Abstract]
Stockholders' Equity	13. Stockholders’ Equity Stock Repurchase Program Our Board of Directors has authorized the repurchase of up to $1.0 billion in aggregate value of the Company’s common stock. As of June 30, 2017, there was approximately $482.0 million available for share repurchases under this authorization. The aggregate share repurchase program may be executed through December 31, 2018. Repurchases under the program may be made from time to time in the open market (including under a trading plan) or in privately negotiated transactions. The extent and timing of any such repurchases would generally be at our discretion and subject to market conditions, applicable legal requirements and other considerations. Any repurchased shares may be used for general corporate purposes. There was no share repurchase activity for the three and six months ended June 30, 2017.

Segment Reporting

Segment Reporting	6 Months Ended
	Jun. 30, 2017
Segment Reporting [Abstract]
Segment Reporting	14. Segment Reporting As of June 30, 2017, we had two reportable segments (Education and Trade Publishing). Our Education segment provides educational products, technology platforms and services to meet the diverse needs of today’s classrooms. These products and services include print and digital content in the form of textbooks, digital courseware, instructional aids, educational assessment and intervention solutions, which are aimed at improving achievement and supporting learning for students that are not keeping pace with peers, professional development and school reform services. Our Trade Publishing segment primarily develops, markets and sells consumer books in print and digital formats and licenses book rights to other publishers and electronic businesses in the United States and abroad. The principal distribution channels for Trade Publishing products are retail stores, both physical and online, and wholesalers. Reference materials are also sold to schools, colleges, libraries, office supply distributors and other businesses. We measure and evaluate our reportable segments based on net sales and segment Adjusted EBITDA. We exclude from our segments certain corporate-related expenses, as our corporate functions do not meet the definition of a segment, as defined in the accounting guidance relating to segment reporting. In addition, certain transactions or adjustments that our Chief Operating Decision Maker considers to be non-operational, such as amounts related to goodwill and other intangible asset impairment charges, derivative instruments charges, acquisition-related activity, restructuring/integration costs, severance, separation costs and facility closures, equity compensation charges, debt extinguishment losses, legal settlement charges, amortization and depreciation expenses, as well as interest and taxes, are excluded from segment Adjusted EBITDA. Although we exclude these amounts from segment Adjusted EBITDA, they are included in reported consolidated net loss and are included in the reconciliation below. Three Months Ended (in thousands) Education Trade Corporate/ 2017 Net sales $ 350,607 $ 42,444 $ — Segment Adjusted EBITDA 82,348 2,733 (12,131 ) 2016 Net sales $ 353,384 $ 38,658 $ — Segment Adjusted EBITDA 85,267 322 (10,186 ) Six Months Ended (in thousands) Education Trade Corporate/ 2017 Net sales $ 535,991 $ 78,977 $ — Segment Adjusted EBITDA 71,548 2,310 (25,000 ) 2016 Net sales $ 527,689 $ 70,169 $ — Segment Adjusted EBITDA 61,208 (3,365 ) (23,635 ) Reconciliation of Segment Adjusted EBITDA to the consolidated statements of operations is as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Total Segment Adjusted EBITDA $ 72,951 $ 75,403 $ 48,859 $ 34,208 Interest expense (10,432 ) (9,402 ) (20,640 ) (18,735 ) Depreciation expense (19,115 ) (19,390 ) (38,385 ) (37,734 ) Amortization expense (48,753 ) (51,696 ) (97,804 ) (103,946 ) Non-cash charges—stock-compensation (2,931 ) (3,670 ) (5,475 ) (6,673 ) Non-cash charges—gain (loss) on derivative instrument 851 (619 ) 896 165 Purchase accounting adjustments — (1,236 ) — (3,088 ) Fees, expenses or charges for equity offerings, debt or acquisitions 288 (812 ) (277 ) (979 ) 2017 Restructuring Plan (33,393 ) — (37,268 ) — Restructuring/Integration — (6,198 ) — (10,014 ) Severance, separation costs and facility closures (213 ) (3,553 ) (1,419 ) (5,130 ) Legal settlement — (10,000 ) 4,500 (10,000 ) Loss before taxes (40,747 ) (31,173 ) (147,013 ) (161,926 ) Provision (benefit) for income taxes 6,120 (2,782 ) 20,512 31,613 Net loss $ (46,867 ) $ (28,391 ) $ (167,525 ) $ (193,539 )

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Jun. 30, 2017
Inventory Disclosure [Abstract]
Schedule of Inventories	Inventories consisted of the following: June 30, December 31, Finished goods $ 192,619 $ 157,925 Raw materials 5,284 4,490 Inventories $ 197,903 $ 162,415

Goodwill and Other Intangible22

Goodwill and Other Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill and Other Intangible Assets	Goodwill and other intangible assets consisted of the following: June 30, 2017 December 31, 2016 Cost Accumulated Total Cost Accumulated Total Goodwill $ 783,073 $ — $ 783,073 $ 783,073 $ — $ 783,073 Trademarks and tradenames: indefinite-lived $ 161,000 $ — $ 161,000 $ 161,000 $ — $ 161,000 Trademarks and tradenames: definite-lived 194,130 (11,551 ) 182,579 194,130 (6,961 ) 187,169 Publishing rights 1,180,000 (1,056,183 ) 123,817 1,180,000 (1,031,918 ) 148,082 Customer related and other 442,640 (264,856 ) 177,784 442,640 (253,242 ) 189,398 Other intangible assets, net $ 1,977,770 $ (1,332,590 ) $ 645,180 $ 1,977,770 $ (1,292,121 ) $ 685,649
Changes in the Carrying Amount of Goodwill	The changes in the carrying amount of goodwill for the period ended June 30, 2017 was as follows: Balance at December 31, 2016 $ 783,073 Acquisitions — Balance at June 30, 2017 $ 783,073

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Long-Term Debt	Our debt consisted of the following: June 30, December 31, $800,000 term loan due May 29, 2021 interest payable quarterly (net of discount and issuance costs) $ 770,466 $ 772,738 Less: Current portion of long-term debt 8,000 8,000 Total long-term debt, net of discount and issuance costs $ 762,466 $ 764,738

Restructuring, Severance and 24

Restructuring, Severance and Other Charges (Tables)	6 Months Ended
	Jun. 30, 2017
Components of Severance/Restructuring and Other Charges	A summary of the significant components of the severance/restructuring and other charges, which are not allocated to our segments and included in Corporate and Other, is as follows: 2017 Severance/ other accruals at December 31, 2016 Severance/ other expense Cash payments Severance/ other accruals at June 30, 2017 Severance costs $ 6,417 $ 1,055 $ (4,449 ) $ 3,023 Other charges 4,604 364 (3,013 ) 1,955 $ 11,021 $ 1,419 $ (7,462 ) $ 4,978 2016 Severance/ other accruals at December 31, 2015 Severance/ other expense Cash payments Severance/ other accruals at June 30, 2016 Severance costs $ 1,455 $ 5,750 $ (2,804 ) $ 4,401 Other charges 5,251 (620 ) (1,998 ) 2,633 $ 6,706 $ 5,130 $ (4,802 ) $ 7,034
2017 Restructuring Plan [Member]
Summary of Total Costs and Estimates of Costs	The following table provides a summary of our total costs associated with the 2017 Restructuring Plan, included in the restructuring line item within our consolidated statements of operations, for the three and six months ended June 30, 2017 by major type of cost: Type of Cost Three Months Ended Six Months Ended Total Amount Incurred to Date Restructuring charges: (1) Severance and termination benefits $ 14,021 $ 14,162 $ 14,162 Office space consolidation (2) 6,776 6,776 6,776 Implementation and impairment (3) 12,596 16,330 16,730 $ 33,393 $ 37,268 $ 37,668 (1) All restructuring charges are included within Corporate and Other. (2) During the three months ended June 30, 2017, we recorded a non-cash charge for a write-off of property, plant, and equipment of approximately $0.9 million and $5.9 million of accruals related to vacating certain office space in two of our locations. (3) During the three months ended June 30, 2017, we recorded a non-cash impairment charge of approximately $9.1 million related to a certain long-lived asset included within property, plant, and equipment. The following table provides a summary of our estimates of costs associated with the 2017 Restructuring Plan through the end of 2018 by major type of cost: Type of Cost Total Estimated Amount Restructuring charges: Severance and termination benefits $ 14,000 to $ 16,000 Office space consolidation 12,000 to 13,000 Implementation and impairment 15,000 to 16,000 $ 41,000 to $ 45,000
Summary of Restructuring Liabilities Comprised of Accruals for Termination Benefits and Office Space Consolidation	The following is a rollforward of our liabilities associated with the 2017 Restructuring Plan: 2017 Restructuring accruals at December 31, 2016 Charges Cash payments Restructuring accruals at June 30, 2017 Severance and termination benefits $ — $ 14,162 $ (3,993 ) $ 10,169 Office space consolidation — 5,860 (127 ) 5,733 Implementation — 7,211 (3,118 ) 4,093 $ — $ 27,233 $ (7,238 ) $ 19,995

Retirement and Postretirement25

Retirement and Postretirement Benefit Plans (Tables)	6 Months Ended
	Jun. 30, 2017
Retirement Benefits [Abstract]
Net Periodic Benefit (Credit) Cost	Net periodic benefit (credit) cost for our pension and other postretirement benefit plans consisted of the following: Pension Plans Six Months Ended 2017 2016 Interest cost $ 2,764 $ 2,612 Expected return on plan assets (4,632 ) (4,576 ) Amortization of net loss 402 24 Net periodic benefit (credit) cost $ (1,466 ) $ (1,940 ) Other Post Retirement Benefit Six Months Ended 2017 2016 Service cost $ 67 $ 82 Interest cost 385 438 Amortization of prior service cost (670 ) (670 ) Amortization of net loss 7 44 Net periodic benefit (credit) cost $ (211 ) $ (106 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis	The following tables present our financial assets and liabilities measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016: 2017 Quoted Prices Significant Valuation Financial assets Money market funds $ 35,128 $ 35,128 $ — (a ) Foreign exchange derivatives 496 — 496 (a ) $ 35,624 $ 35,128 $ 496 Financial liabilities Interest rate derivatives $ 5,191 $ — $ 5,191 (a ) 2016 Quoted Prices Significant Valuation Financial assets Money market funds $ 184,968 $ 184,968 $ — (a ) U.S. treasury securities 14,457 14,457 — (a ) U.S. agency securities 66,384 — 66,384 (a ) $ 265,809 $ 199,425 $ 66,384 Financial liabilities Foreign exchange derivatives $ 816 $ — $ 816 (a ) Interest rate derivatives 6,108 — 6,108 (a ) $ 6,924 $ — $ 6,924
Summary of Non-financial Assets Measured at Fair Value on a Nonrecurring Basis	The following table presents our nonfinancial assets measured at fair value on a nonrecurring basis during 2017: 2017 Significant (Level 3) Total Valuation Nonfinancial assets Property, plant, and equipment $ — $ — $ 9,119 (c )
Summary of Carrying Amounts and Estimated Fair Market Values of Debt	The following table presents the carrying amounts and estimated fair market values of our debt at June 30, 2017 and December 31, 2016. The fair value of debt is deemed to be the amount at which the instrument could be exchanged in an orderly transaction between market participants at the measurement date. June 30, 2017 December 31, 2016 Carrying Estimated Carrying Estimated Debt Term loan $ 770,466 $ 733,868 $ 772,738 $ 732,169

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2017
Earnings Per Share [Abstract]
Computation of Basic and Diluted Earnings per Share	The following table sets forth the computation of basic and diluted earnings per share (“EPS”): Three Months Ended Six Months Ended 2017 2016 2017 2016 Numerator Net loss attributable to common stockholders $ (46,867 ) $ (28,391 ) $ (167,525 ) $ (193,539 ) Denominator Weighted average shares outstanding Basic 122,919,853 122,143,971 122,849,127 122,520,786 Diluted 122,919,853 122,143,971 122,849,127 122,520,786 Net loss per share attributable to common stockholders Basic $ (0.38 ) $ (0.23 ) $ (1.36 ) $ (1.58 ) Diluted $ (0.38 ) $ (0.23 ) $ (1.36 ) $ (1.58 )
Summary of Anti-Dilutive Securities Excluded from Computation of Diluted EPS	The following table summarizes our weighted average outstanding common stock equivalents that were anti-dilutive attributable to common stockholders during the periods, and therefore excluded from the computation of diluted EPS: Three Months Ended Six Months Ended 2017 2016 2017 2016 Stock options 3,305,258 7,167,451 3,130,273 7,017,824 Restricted stock and restricted stock units 1,722,833 1,126,298 1,296,699 871,685

Segment Reporting (Tables)

Segment Reporting (Tables)	6 Months Ended
	Jun. 30, 2017
Segment Reporting [Abstract]
Consolidated Net Income (Loss)	Although we exclude these amounts from segment Adjusted EBITDA, they are included in reported consolidated net loss and are included in the reconciliation below. Three Months Ended (in thousands) Education Trade Corporate/ 2017 Net sales $ 350,607 $ 42,444 $ — Segment Adjusted EBITDA 82,348 2,733 (12,131 ) 2016 Net sales $ 353,384 $ 38,658 $ — Segment Adjusted EBITDA 85,267 322 (10,186 ) Six Months Ended (in thousands) Education Trade Corporate/ 2017 Net sales $ 535,991 $ 78,977 $ — Segment Adjusted EBITDA 71,548 2,310 (25,000 ) 2016 Net sales $ 527,689 $ 70,169 $ — Segment Adjusted EBITDA 61,208 (3,365 ) (23,635 )
Consolidated Statements of Operations	Reconciliation of Segment Adjusted EBITDA to the consolidated statements of operations is as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Total Segment Adjusted EBITDA $ 72,951 $ 75,403 $ 48,859 $ 34,208 Interest expense (10,432 ) (9,402 ) (20,640 ) (18,735 ) Depreciation expense (19,115 ) (19,390 ) (38,385 ) (37,734 ) Amortization expense (48,753 ) (51,696 ) (97,804 ) (103,946 ) Non-cash charges—stock-compensation (2,931 ) (3,670 ) (5,475 ) (6,673 ) Non-cash charges—gain (loss) on derivative instrument 851 (619 ) 896 165 Purchase accounting adjustments — (1,236 ) — (3,088 ) Fees, expenses or charges for equity offerings, debt or acquisitions 288 (812 ) (277 ) (979 ) 2017 Restructuring Plan (33,393 ) — (37,268 ) — Restructuring/Integration — (6,198 ) — (10,014 ) Severance, separation costs and facility closures (213 ) (3,553 ) (1,419 ) (5,130 ) Legal settlement — (10,000 ) 4,500 (10,000 ) Loss before taxes (40,747 ) (31,173 ) (147,013 ) (161,926 ) Provision (benefit) for income taxes 6,120 (2,782 ) 20,512 31,613 Net loss $ (46,867 ) $ (28,391 ) $ (167,525 ) $ (193,539 )

Basis of Presentation - Additio

Basis of Presentation - Additional Information (Detail) Student in Millions, $ in Millions	3 Months Ended						6 Months Ended		12 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Sep. 30, 2015	Jun. 30, 2015	Sep. 30, 2014	Jun. 30, 2014	Jun. 30, 2017USD ($)StudentCountry	Jun. 30, 2016USD ($)	Dec. 31, 2016
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Services provided, number of students | Student							50
Services provided, number of countries | Country							150
Prior period adjustment description							During the six months ended June 30, 2017, we recorded out-of-period corrections of approximately $4.0 million increasing net sales and reducing deferred revenue that should have been recognized previously. Management believes these out-of-period corrections are not material to the current period financial statements or any previously issued financial statements.	During the six months ended June 30, 2016, we recorded out-of-period corrections of approximately $2.9 million increasing net sales and reducing deferred revenue that should have been recognized previously. Management believes these out-of-period corrections are not material to the current period financial statements or any previously issued financial statements.
Seasonal Concentration Risk [Member] | Consolidated Net Sales [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Consolidated net sales, realized percentage	68.00%	68.00%	68.00%	68.00%	68.00%	68.00%
Seasonal Concentration Risk [Member] | Consolidated Net Sales [Member] | Education [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Consolidated net sales, realized percentage									88.00%
Increase In Net Sale [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Prior period correction amounts | $							$ 4	$ 2.9

Recent Accounting Standards - A

Recent Accounting Standards - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Income tax benefit	$ 6,120,000	$ (2,782,000)	$ 20,512,000	$ 31,613,000
Adjustments for New Accounting Pronouncement [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Tax effected of previously unrecorded additional paid-in capital net operating losses			12,300,000
Income tax benefit			$ 0

Inventories - Schedule of Inven

Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Finished goods	$ 192,619	$ 157,925
Raw materials	5,284	4,490
Inventories	$ 197,903	$ 162,415

Goodwill and Other Intangible32

Goodwill and Other Intangible Assets - Schedule of Goodwill and Other Intangible Assets (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Cost	$ 1,977,770	$ 1,977,770
Accumulated Amortization	(1,332,590)	(1,292,121)
Total	645,180	685,649
Goodwill	783,073	783,073
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Trademarks and tradenames indefinite-lived	161,000	161,000
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	194,130	194,130
Accumulated Amortization	(11,551)	(6,961)
Total	182,579	187,169
Publishing Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	1,180,000	1,180,000
Accumulated Amortization	(1,056,183)	(1,031,918)
Total	123,817	148,082
Customer Related and Other [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	442,640	442,640
Accumulated Amortization	(264,856)	(253,242)
Total	$ 177,784	$ 189,398

Goodwill and Other Intangible33

Goodwill and Other Intangible Assets - Changes in the Carrying Amount of Goodwill (Detail) $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)
Goodwill, Impaired, Accumulated Impairment Loss [Abstract]
Balance at beginning of period	$ 783,073
Acquisitions	0
Balance at end of period	$ 783,073

Goodwill and Other Intangible34

Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 10,867	$ 14,413	$ 24,265	$ 32,206
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense			$ 40,500	$ 44,400

Debt - Long-Term Debt (Detail)

Debt - Long-Term Debt (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Less: Current portion of long-term debt	$ 8,000	$ 8,000
Total long-term debt, net of discount and issuance costs	762,466	764,738
Term Loan Due May 29, 2021 [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Long term debt	$ 770,466	$ 772,738

Debt - Long-Term Debt (Parenthe

Debt - Long-Term Debt (Parenthetical) (Detail) - Term Loan Due May 29, 2021 [Member] - Term Loan [Member] - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	May 29, 2015
Debt Instrument [Line Items]
Term loan, face amount	$ 800,000	$ 800,000
Term loan, due date	May 29, 2021

Debt - Additional Information (

Debt - Additional Information (Detail)	Jul. 22, 2015USD ($)	May 29, 2015USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Dec. 31, 2016USD ($)	Aug. 17, 2015USD ($)
Debt Instrument [Line Items]
Net change in unrealized gain (loss) on derivative financial instruments			$ (444,000)	$ (2,848,000)	$ 917,000	$ (8,876,000)
Financial covenants, description					As of June 30, 2017, the minimum fixed charge coverage ratio covenant under our revolving credit facility was not applicable, due to our level of borrowing availability. The minimum fixed charge coverage ratio, which is only tested in limited situations, is 1.0 to 1.0 through the end of the facility.
Term Loan [Member] | Term Loan Due May 29, 2021 [Member]
Debt Instrument [Line Items]
Term loan, face amount		$ 800,000,000	800,000,000		$ 800,000,000
Term loan, outstanding amount		$ 0	$ 0		$ 0
Term loan, due date					May 29, 2021
Percentage of principal amount to be repaid quarterly					0.25%
Amount to be repaid quarterly					$ 2,000,000
Repayment frequency					Quarterly
Repayment terms					The term loan facility may be prepaid, in whole or in part, at any time, without premium. The term loan facility is required to be repaid in quarterly installments equal to 0.25%, or $2.0 million, of the aggregate principal amount outstanding under the term loan facility immediately prior to the first quarterly payment date.
Percentage of outstanding borrowing commitment issued as discount					0.50%
Debt instrument effective rate			4.00%		4.00%
Interest Rate Hedging [Member]
Debt Instrument [Line Items]
Aggregate notional amount of derivative instruments								$ 400,000,000
Aggregate notional amount outstanding interest rate			$ 400,000,000		$ 400,000,000
Net change in unrealized gain (loss) on derivative financial instruments					900,000	$ (8,900,000)
Total hedge liability included within long-term other liabilities			5,200,000		$ 5,200,000		$ 6,100,000
Derivative contracts maturity date					Jul. 22, 2020
Minimum [Member]
Debt Instrument [Line Items]
Fixed charge coverage ratio					1
London Interbank Offered Rate (LIBOR) [Member] | Term Loan [Member] | Term Loan Due May 29, 2021 [Member]
Debt Instrument [Line Items]
Debt instrument basis spread		3.00%
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Term Loan [Member] | Term Loan Due May 29, 2021 [Member]
Debt Instrument [Line Items]
Debt instrument basis spread		1.00%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Revolving Credit Facility	$ 250,000,000		$ 0		$ 0
Revolving Credit Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Fixed charge coverage ratio	1
Revolving Credit Facility [Member] | Subfacility [Member]
Debt Instrument [Line Items]
Revolving Credit Facility	$ 100,000,000
Revolving Credit Facility [Member] | Subfacility [Member] | Letter Of Credit Subfacility [Member]
Debt Instrument [Line Items]
Revolving Credit Facility, current capacity	50,000,000
Revolving Credit Facility [Member] | Subfacility [Member] | Swingline [Member]
Debt Instrument [Line Items]
Revolving Credit Facility, current capacity	$ 20,000,000

Restructuring, Severance and 38

Restructuring, Severance and Other Charges - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Dec. 31, 2016
Restructuring Cost and Reserve [Line Items]
Restructuring costs		$ 6,198		$ 10,014
Payments for severance cost and office space no longer utilized			$ 7,462	4,802
Severance/restructuring expense	$ 33,393		37,268		$ 37,668
Severance and other charges	15,854		15,854		15,854	$ 8,863
2017 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs	23,300		27,200
Payments for severance cost and office space no longer utilized			7,238
Severance/restructuring expense			27,233
2017 Restructuring Plan [Member] | Severance and Termination Benefits [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs	14,000		14,200
2017 Restructuring Plan [Member] | Implementation of Strategy and Real Estate Consolidation Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs	9,300		13,000
2017 Restructuring Plan [Member] | Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Expected total charges	41,000		41,000		41,000
Charges estimated to result in future cash outlays			(32,000)
2017 Restructuring Plan [Member] | Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Expected total charges	$ 45,000		45,000		$ 45,000
Charges estimated to result in future cash outlays			(36,000)
Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Payments for severance cost and office space no longer utilized			4,449	2,804
Severance/restructuring expense			1,100	5,700
Other Charges [Member]
Restructuring Cost and Reserve [Line Items]
Payments for severance cost and office space no longer utilized			3,013	1,998
Severance/restructuring expense			$ 400	$ 600

Restructuring, Severance and 39

Restructuring, Severance and Other Charges - Summary of Total Costs (Detail) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended
	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2017
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 33,393	$ 37,268	$ 37,668
Severance and Termination Benefits [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	14,021	14,162	14,162
Office Space Consolidation [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	6,776	6,776	6,776
Implementation and Impairment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 12,596	$ 16,330	$ 16,730

Restructuring, Severance and 40

Restructuring, Severance and Other Charges - Summary of Total Costs (Parenthetical) (Detail) - 2017 Restructuring Plan [Member] $ in Millions	3 Months Ended
	Jun. 30, 2017USD ($)Location
Restructuring Cost and Reserve [Line Items]
Write-off of property, plant, and equipment-restructuring	$ 0.9
Number of locations vacated | Location	2
Accruals related to vacating office space	$ 5.9
Impairment charge for property, plant, and equipment-restructuring	$ 9.1

Restructuring, Severance and 41

Restructuring, Severance and Other Charges - Summary of Restructuring Liabilities Comprised of Accruals for Termination Benefits and Office Space Consolidation (Detail) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended		9 Months Ended
	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017
Condensed Comprehensive Income [Line Items]
Severance/restructuring and other accruals, Beginning balance		$ 11,021	$ 6,706
Charges	$ 33,393	37,268		$ 37,668
Cash payments		(7,462)	(4,802)
Severance/restructuring and other accruals, Ending balance	4,978	4,978	$ 7,034	4,978
Severance and Termination Benefits [Member]
Condensed Comprehensive Income [Line Items]
Charges	14,021	14,162		14,162
Office Space Consolidation [Member]
Condensed Comprehensive Income [Line Items]
Charges	6,776	6,776		6,776
Implementation and Impairment [Member]
Condensed Comprehensive Income [Line Items]
Charges	12,596	16,330		16,730
2017 Restructuring Plan [Member]
Condensed Comprehensive Income [Line Items]
Charges		27,233
Cash payments		(7,238)
Severance/restructuring and other accruals, Ending balance	19,995	19,995		19,995
2017 Restructuring Plan [Member] | Severance and Termination Benefits [Member]
Condensed Comprehensive Income [Line Items]
Charges		14,162
Cash payments		(3,993)
Severance/restructuring and other accruals, Ending balance	10,169	10,169		10,169
2017 Restructuring Plan [Member] | Office Space Consolidation [Member]
Condensed Comprehensive Income [Line Items]
Charges		5,860
Cash payments		(127)
Severance/restructuring and other accruals, Ending balance	5,733	5,733		5,733
2017 Restructuring Plan [Member] | Implementation and Impairment [Member]
Condensed Comprehensive Income [Line Items]
Charges		7,211
Cash payments		(3,118)
Severance/restructuring and other accruals, Ending balance	$ 4,093	$ 4,093		$ 4,093

Restructuring, Severance and 42

Restructuring, Severance and Other Charges - Summary of Estimates of Costs (Detail) - 2017 Restructuring Plan [Member] $ in Thousands	Jun. 30, 2017USD ($)
Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring charges	$ 41,000
Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring charges	45,000
Severance and Termination Benefits [Member] | Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring charges	14,000
Severance and Termination Benefits [Member] | Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring charges	16,000
Office Space Consolidation [Member] | Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring charges	12,000
Office Space Consolidation [Member] | Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring charges	13,000
Implementation and Impairment [Member] | Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring charges	15,000
Implementation and Impairment [Member] | Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring charges	$ 16,000

Restructuring, Severance and 43

Restructuring, Severance and Other Charges - Components of Severance/Restructuring and Other Charges (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Restructuring Cost and Reserve [Line Items]
Severance/restructuring and other accruals, Beginning balance			$ 11,021	$ 6,706
Severance/other expense	$ 213	$ 3,553	1,419	5,130
Cash payments			(7,462)	(4,802)
Severance/restructuring and other accruals, Ending balance	4,978	7,034	4,978	7,034
Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Severance/restructuring and other accruals, Beginning balance			6,417	1,455
Severance/other expense			1,055	5,750
Cash payments			(4,449)	(2,804)
Severance/restructuring and other accruals, Ending balance	3,023	4,401	3,023	4,401
Other Charges [Member]
Restructuring Cost and Reserve [Line Items]
Severance/restructuring and other accruals, Beginning balance			4,604	5,251
Severance/other expense			364	(620)
Cash payments			(3,013)	(1,998)
Severance/restructuring and other accruals, Ending balance	$ 1,955	$ 2,633	$ 1,955	$ 2,633

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 6,120	$ (2,782)	$ 20,512	$ 31,613
Effective tax rate	(15.00%)	8.90%	(14.00%)	(19.50%)
Decrease in income tax expense			$ (11,100)
Unrecognized tax benefits, excluding accrued interest and penalties	$ 15,500		$ 15,500		$ 15,500

Retirement and Postretirement45

Retirement and Postretirement Benefit Plans - Net Periodic Benefit (Credit) Cost (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Pension Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Interest cost	$ 2,764	$ 2,612
Expected return on plan assets	(4,632)	(4,576)
Amortization of net loss	402	24
Net periodic benefit (credit) cost	(1,466)	(1,940)
Other Post Retirement Benefit Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost	67	82
Interest cost	385	438
Amortization of prior service cost	(670)	(670)
Amortization of net loss	7	44
Net periodic benefit (credit) cost	$ (211)	$ (106)

Retirement and Postretirement46

Retirement and Postretirement Benefit Plans - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Retirement Benefits [Abstract]
Contributions for the pension and post retirement benefit plans	$ 0	$ 0
Expected additional contribution in 2017	$ 0

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Financial assets
Financial assets	$ 35,624	$ 265,809
Financial liabilities
Financial liabilities		6,924
Interest Rate Derivatives [Member]
Financial liabilities
Financial liabilities	5,191	6,108
Money Market Funds [Member]
Financial assets
Financial assets	35,128	184,968
U.S. Treasury Securities [Member]
Financial assets
Financial assets		14,457
U.S. Government and Agency Securities [Member]
Financial assets
Financial assets		66,384
Foreign Exchange Derivatives [Member]
Financial assets
Financial assets	496
Foreign Exchange Derivatives [Member]
Financial liabilities
Financial liabilities		816
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Financial assets
Financial assets	35,128	199,425
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member]
Financial assets
Financial assets	35,128	184,968
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | U.S. Treasury Securities [Member]
Financial assets
Financial assets		14,457
Significant Other Observable Inputs (Level 2) [Member]
Financial assets
Financial assets	496	66,384
Financial liabilities
Financial liabilities		6,924
Significant Other Observable Inputs (Level 2) [Member] | Interest Rate Derivatives [Member]
Financial liabilities
Financial liabilities	5,191	6,108
Significant Other Observable Inputs (Level 2) [Member] | U.S. Government and Agency Securities [Member]
Financial assets
Financial assets		66,384
Significant Other Observable Inputs (Level 2) [Member] | Foreign Exchange Derivatives [Member]
Financial assets
Financial assets	$ 496
Significant Other Observable Inputs (Level 2) [Member] | Foreign Exchange Derivatives [Member]
Financial liabilities
Financial liabilities		$ 816

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended
	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	$ 35,624,000	$ 265,809,000
Non-financial liabilities fair value	0		$ 0
Foreign Exchange Forward Contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate notional amount of derivative instruments	15,400,000	16,200,000
Interest Rate Derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate notional amount of derivative instruments	400,000,000
2017 Restructuring Plan [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of long-lived assets	9,100,000
Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of counterparty default exposure	1,000,000	1,000,000
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	35,128,000	184,968,000
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	35,128,000	199,425,000
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	35,128,000	184,968,000
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	496,000	66,384,000
Significant Other Observable Inputs (Level 2) [Member] | Bank Time Deposits [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	$ 43,600,000	$ 41,100,000

Fair Value Measurements - Sum49

Fair Value Measurements - Summary of Non-financial Assets and Liabilities Measured at Fair Value on Nonrecurring Basis (Detail) - Property, Plant, and Equipment [Member] $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)
Nonfinancial assets
Nonfinancial assets, Total	$ 0
Total Impairment	9,119
Significant Unobservable Inputs (Level 3) [Member]
Nonfinancial assets
Nonfinancial assets, Total	$ 0

Fair Value Measurements - Sum50

Fair Value Measurements - Summary of Carrying Amounts and Estimated Fair Market Values of Debt (Detail) - Term Loan [Member] - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Schedule Of Carrying Values And Estimated Fair Values Of Debt Instruments [Line Items]
Debt, carrying value	$ 770,466	$ 772,738
Debt, estimated fair value	$ 733,868	$ 732,169

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Litigation settlement payments			$ 10,000,000
Insurance recovery proceeds	$ 4,500,000
Guarantee expiration period		2,020
Guarantee future payments		$ 14,000,000
Performance related surety bonds for which the Company is contingently liable		2,500,000	4,100,000
Aggregate letter of credit		26,200,000	31,700,000
Letter of credit backed by performance related surety bonds			2,400,000
Indemnification liabilities		$ 0	$ 0

Net Loss Per Share - Computatio

Net Loss Per Share - Computation of Basic and Diluted Earnings per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Numerator
Net loss attributable to common stockholders	$ (46,867)	$ (28,391)	$ (167,525)	$ (193,539)
Denominator
Basic	122,919,853	122,143,971	122,849,127	122,520,786
Diluted	122,919,853	122,143,971	122,849,127	122,520,786
Net loss per share attributable to common stockholders
Basic	$ (0.38)	$ (0.23)	$ (1.36)	$ (1.58)
Diluted	$ (0.38)	$ (0.23)	$ (1.36)	$ (1.58)

Net Loss Per Share - Summary of

Net Loss Per Share - Summary of Anti-Dilutive Securities Excluded from Computation of Diluted EPS (Detail) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted EPS	3,305,258	7,167,451	3,130,273	7,017,824
Restricted Stock and Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted EPS	1,722,833	1,126,298	1,296,699	871,685

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail)	3 Months Ended	6 Months Ended
	Jun. 30, 2017USD ($)shares	Jun. 30, 2017USD ($)shares
Equity [Abstract]
Stock repurchase Common Stock value, authorized	$ 1,000,000,000	$ 1,000,000,000
Available for share repurchases, Authorized	$ 482,000,000	$ 482,000,000
Shares repurchased | shares	0	0

Segment Reporting - Additional

Segment Reporting - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2017Segment
Segment Reporting [Abstract]
Reportable segments	2

Segment Reporting - Consolidate

Segment Reporting - Consolidated Net Income (Loss) (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Segment Reporting Information [Line Items]
Net sales	$ 393,051	$ 392,042	$ 614,968	$ 597,858
Segment Adjusted EBITDA	72,951	75,403	48,859	34,208
Operating Segments [Member] | Education [Member]
Segment Reporting Information [Line Items]
Net sales	350,607	353,384	535,991	527,689
Segment Adjusted EBITDA	82,348	85,267	71,548	61,208
Operating Segments [Member] | Trade Publishing [Member]
Segment Reporting Information [Line Items]
Net sales	42,444	38,658	78,977	70,169
Segment Adjusted EBITDA	2,733	322	2,310	(3,365)
Corporate/Other [Member]
Segment Reporting Information [Line Items]
Segment Adjusted EBITDA	$ (12,131)	$ (10,186)	$ (25,000)	$ (23,635)

Segment Reporting - Consolida57

Segment Reporting - Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017
Segment Reporting [Abstract]
Total Segment Adjusted EBITDA	$ 72,951	$ 75,403	$ 48,859	$ 34,208
Interest expense	(10,432)	(9,402)	(20,640)	(18,735)
Depreciation expense	(19,115)	(19,390)	(38,385)	(37,734)
Amortization expense	(48,753)	(51,696)	(97,804)	(103,946)
Non-cash charges-stock-compensation	(2,931)	(3,670)	(5,475)	(6,673)
Non-cash charges-gain (loss) on derivative instrument	851	(619)	896	165
Purchase accounting adjustments		(1,236)		(3,088)
Fees, expenses or charges for equity offerings, debt or acquisitions	288	(812)	(277)	(979)
2017 Restructuring Plan	(33,393)		(37,268)		$ (37,668)
Restructuring/Integration		(6,198)		(10,014)
Severance, separation costs and facility closures	(213)	(3,553)	(1,419)	(5,130)
Legal settlement		(10,000)	4,500	(10,000)
Loss before taxes	(40,747)	(31,173)	(147,013)	(161,926)
Provision (benefit) for income taxes	6,120	(2,782)	20,512	31,613
Net loss	$ (46,867)	$ (28,391)	$ (167,525)	$ (193,539)