Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 15, 2016 | Jun. 30, 2015 | |
Entity Registrant Name | Tribune Media Company | ||
Entity Central Index Key | 726,513 | ||
Document Type | S4 | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 4,347,656,884 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Common Class A | |||
Entity Common Stock, Shares Outstanding | 92,409,493 | ||
Common Class B | |||
Entity Common Stock, Shares Outstanding | 5,605 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |||
Operating Revenues | |||||||
Total operating revenues | [1] | $ 2,010,460 | $ 1,949,359 | $ 1,147,240 | |||
Operating Expenses | |||||||
Selling, general and administrative | 647,600 | 584,274 | 312,147 | ||||
Depreciation | [2] | 74,289 | 70,187 | 41,187 | |||
Amortization | [2] | 195,230 | 218,287 | 114,717 | |||
Impairment of goodwill and other intangible assets (Note 8) | 385,000 | ||||||
Total operating expenses | 2,273,149 | 1,648,177 | 948,200 | ||||
Total operating profit (loss) | [1],[3] | (262,689) | 301,182 | 199,040 | |||
Income on equity investments, net | 146,959 | 236,713 | 145,241 | ||||
Interest and dividend income | 829 | 1,368 | 413 | ||||
Interest expense | (164,430) | (157,866) | (39,134) | ||||
Loss on extinguishment of debt | (37,040) | ||||||
Gain on investment transactions, net | 12,173 | [4] | 372,485 | [4] | 150 | ||
Other non-operating gain (loss), net | [4] | 8,140 | (4,804) | ||||
Reorganization items, net | [5] | (1,537) | (7,268) | ||||
Income (Loss) from Continuing Operations Before Income Taxes | (297,595) | 741,810 | 258,907 | ||||
Income tax expense | 22,323 | 278,699 | 95,965 | ||||
(Loss) Income from Continuing Operations | (319,918) | 463,111 | 162,942 | ||||
Income (Loss) from discontinued operations, net of taxes | 0 | 13,552 | 78,613 | ||||
Net (Loss) Income | $ (319,918) | $ 476,663 | $ 241,555 | ||||
Earnings Per Share [Abstract] | |||||||
Basic (Loss) Earnings Per Common Share From Continuing Operations (usd per share) | $ (3.38) | $ 4.63 | |||||
Discontinued Operations | 0 | 0.13 | |||||
Net income (loss) attributable to common shareholders | (3.38) | 4.76 | $ 2.42 | ||||
Continuing Operations | (3.38) | 4.62 | |||||
Discontinued Operations | 0 | 0.13 | |||||
Net income (loss) attributable to common shareholders | (3.38) | $ 4.75 | $ 2.41 | ||||
Regular Cash Dividend | |||||||
Earnings Per Share [Abstract] | |||||||
Common Stock, Dividends, Per Share, Declared | 0.75 | ||||||
Special Cash Dividend | |||||||
Earnings Per Share [Abstract] | |||||||
Common Stock, Dividends, Per Share, Declared | $ 6.73 | ||||||
Successor | |||||||
Operating Revenues | |||||||
Advertising | $ 1,300,313 | $ 1,339,634 | $ 815,333 | ||||
Retransmission consent and carriage fees | 368,484 | 286,380 | 103,381 | ||||
Other Television and Entertainment Revenue | 80,838 | 99,627 | 102,872 | ||||
Television and Entertainment | 1,749,635 | 1,725,641 | 1,021,586 | ||||
Digital and Data | 211,527 | 168,926 | 72,055 | ||||
Other | 49,298 | 54,792 | 53,599 | ||||
Total operating revenues | 2,010,460 | 1,949,359 | 1,147,240 | ||||
Operating Expenses | |||||||
Programming | 535,799 | 354,666 | 254,225 | ||||
Direct operating expenses | 435,231 | 420,763 | 225,924 | ||||
Selling, general and administrative | 647,600 | 584,274 | 311,447 | ||||
Depreciation | 74,289 | 70,187 | 41,187 | ||||
Amortization | 195,230 | 218,287 | 114,717 | ||||
Impairment of goodwill and other intangible assets (Note 8) | 385,000 | 0 | 700 | ||||
Total operating expenses | 2,273,149 | 1,648,177 | 948,200 | ||||
Total operating profit (loss) | (262,689) | 301,182 | 199,040 | ||||
Income on equity investments, net | 146,959 | 236,713 | 145,241 | ||||
Interest and dividend income | 829 | 1,368 | 413 | ||||
Interest expense | (164,430) | (157,866) | (39,134) | ||||
Loss on extinguishment of debt | (37,040) | 0 | (28,380) | ||||
Gain on investment transactions, net | 12,173 | 372,485 | 150 | ||||
Other non-operating gain (loss), net | 8,140 | (4,804) | (1,492) | ||||
Reorganization items, net | (1,537) | (7,268) | (16,931) | ||||
Income (Loss) from Continuing Operations Before Income Taxes | (297,595) | 741,810 | 258,907 | ||||
Income tax expense | 22,323 | 278,699 | 95,965 | ||||
(Loss) Income from Continuing Operations | (319,918) | 463,111 | 162,942 | ||||
Income (Loss) from discontinued operations, net of taxes | 0 | 13,552 | [6] | 78,613 | |||
Net (Loss) Income | $ (319,918) | $ 476,663 | $ 241,555 | ||||
Earnings Per Share [Abstract] | |||||||
Basic (Loss) Earnings Per Common Share From Continuing Operations (usd per share) | $ (3.38) | $ 4.63 | $ 1.63 | ||||
Discontinued Operations | 0 | 0.13 | 0.79 | ||||
Net income (loss) attributable to common shareholders | (3.38) | 4.76 | 2.42 | ||||
Continuing Operations | (3.38) | 4.62 | 1.62 | ||||
Discontinued Operations | 0 | 0.13 | 0.79 | ||||
Net income (loss) attributable to common shareholders | (3.38) | 4.75 | 2.41 | ||||
Successor | Regular Cash Dividend | |||||||
Earnings Per Share [Abstract] | |||||||
Common Stock, Dividends, Per Share, Declared | 0.75 | 0 | 0 | ||||
Successor | Special Cash Dividend | |||||||
Earnings Per Share [Abstract] | |||||||
Common Stock, Dividends, Per Share, Declared | $ 6.73 | $ 0 | $ 0 | ||||
Predecessor | |||||||
Operating Revenues | |||||||
Advertising | $ 0 | ||||||
Retransmission consent and carriage fees | 0 | ||||||
Other Television and Entertainment Revenue | 0 | ||||||
Television and Entertainment | 0 | ||||||
Digital and Data | 0 | ||||||
Other | 0 | ||||||
Total operating revenues | 0 | ||||||
Operating Expenses | |||||||
Programming | 0 | ||||||
Direct operating expenses | 0 | ||||||
Selling, general and administrative | 0 | ||||||
Depreciation | 0 | ||||||
Amortization | 0 | ||||||
Impairment of goodwill and other intangible assets (Note 8) | 0 | ||||||
Total operating expenses | 0 | ||||||
Total operating profit (loss) | 0 | ||||||
Income on equity investments, net | 0 | ||||||
Interest and dividend income | 0 | ||||||
Interest expense | 0 | ||||||
Loss on extinguishment of debt | 0 | ||||||
Gain on investment transactions, net | 0 | ||||||
Other non-operating gain (loss), net | 0 | ||||||
Reorganization items, net | 8,284,314 | ||||||
Income (Loss) from Continuing Operations Before Income Taxes | 8,284,314 | ||||||
Income tax expense | 1,070,189 | ||||||
(Loss) Income from Continuing Operations | 7,214,125 | ||||||
Income (Loss) from discontinued operations, net of taxes | (103,901) | ||||||
Net (Loss) Income | $ 7,110,224 | ||||||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods. | ||||||
[2] | (3)Depreciation from discontinued operations totaled $19 million, and $34 million for the years ended December 28, 2014 and December 29, 2013, respectively. Amortization from discontinued operations totaled $4 million, and $6 million for the years ended December 28, 2014 and December 29, 2013, respectively. | ||||||
[3] | (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes. | ||||||
[4] | See Note 6 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2015 and 2014. | ||||||
[5] | See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2015 and 2014. | ||||||
[6] | Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Net (Loss) Income | $ (319,918) | $ 476,663 | $ 241,555 | ||
Income (Loss) from discontinued operations, net of taxes | 0 | 13,552 | 78,613 | ||
(Loss) Income from Continuing Operations | (319,918) | 463,111 | 162,942 | ||
Comprehensive (Loss) Income | (344,393) | 291,527 | 382,240 | ||
Successor | |||||
Net (Loss) Income | (319,918) | 476,663 | 241,555 | ||
Income (Loss) from discontinued operations, net of taxes | 0 | 13,552 | [1] | 78,613 | |
(Loss) Income from Continuing Operations | (319,918) | 463,111 | 162,942 | ||
Change in foreign currency translation adjustments, net of taxes of $(1,428), $(1,779), and $58, respectively | 1,428 | 1,779 | (58) | ||
Other Comprehensive (Loss) Income from Continuing Operations, net of taxes | (24,475) | (185,136) | 140,685 | ||
Comprehensive (Loss) Income | (344,393) | 291,527 | 382,240 | ||
Predecessor | |||||
Net (Loss) Income | $ 7,110,224 | ||||
Income (Loss) from discontinued operations, net of taxes | (103,901) | ||||
(Loss) Income from Continuing Operations | 7,214,125 | ||||
Change in foreign currency translation adjustments, net of taxes of $(1,428), $(1,779), and $58, respectively | 552 | ||||
Comprehensive (Loss) Income | 8,018,348 | ||||
Continuing Operations | Successor | |||||
(Loss) Income from Continuing Operations | (319,918) | 463,111 | 162,942 | ||
Change in unrecognized benefit plan gains and losses arising during the period, net of taxes of $(5,176), $(121,030), and $91,922 respectively | (8,032) | (187,720) | 140,900 | ||
Adjustment for previously unrecognized benefit plan gains and losses included in net income, net of taxes of $(25), $(71) and $0 respectively | (36) | (110) | 0 | ||
Fresh-start reporting adjustment included in net income to eliminate Predecessor’s accumulated other comprehensive income (loss), net of taxes of $169,642 | 0 | 0 | 0 | ||
Change in unrecognized benefit plan gains and losses, net of taxes | (8,068) | (187,830) | 140,900 | ||
Changes in unrealized holding (loss) gain arising during the period, net of taxes of $(2,133), $3,512 and $0, respectively | (3,308) | 5,447 | 0 | ||
Change in foreign currency translation adjustments, net of taxes of $(1,428), $(1,779), and $58, respectively | (13,099) | (2,753) | 89 | ||
Fresh-start reporting adjustment included in net income to eliminate Predecessor’s accumulated other comprehensive income (loss), net of taxes of $(552) | 0 | 0 | 0 | ||
Change in foreign currency translation adjustments, net of taxes | (13,099) | (2,753) | 89 | ||
Other Comprehensive (Loss) Income from Continuing Operations, net of taxes | (24,475) | (185,136) | 140,989 | ||
Comprehensive (Loss) Income | (344,393) | 277,975 | 303,931 | ||
Continuing Operations | Predecessor | |||||
(Loss) Income from Continuing Operations | 7,214,125 | ||||
Change in unrecognized benefit plan gains and losses arising during the period, net of taxes of $(5,176), $(121,030), and $91,922 respectively | 0 | ||||
Adjustment for previously unrecognized benefit plan gains and losses included in net income, net of taxes of $(25), $(71) and $0 respectively | 0 | ||||
Fresh-start reporting adjustment included in net income to eliminate Predecessor’s accumulated other comprehensive income (loss), net of taxes of $169,642 | 934,661 | ||||
Change in unrecognized benefit plan gains and losses, net of taxes | 934,661 | ||||
Changes in unrealized holding (loss) gain arising during the period, net of taxes of $(2,133), $3,512 and $0, respectively | 0 | ||||
Change in foreign currency translation adjustments, net of taxes of $(1,428), $(1,779), and $58, respectively | 0 | ||||
Fresh-start reporting adjustment included in net income to eliminate Predecessor’s accumulated other comprehensive income (loss), net of taxes of $(552) | 2,846 | ||||
Change in foreign currency translation adjustments, net of taxes | 2,846 | ||||
Other Comprehensive (Loss) Income from Continuing Operations, net of taxes | 937,507 | ||||
Comprehensive (Loss) Income | 8,151,632 | ||||
Discontinued Operations | Successor | |||||
Income (Loss) from discontinued operations, net of taxes | 0 | 13,552 | 78,613 | ||
Comprehensive (Loss) Income | $ 0 | $ 13,552 | $ 78,309 | ||
Discontinued Operations | Predecessor | |||||
Income (Loss) from discontinued operations, net of taxes | (103,901) | ||||
Comprehensive (Loss) Income | $ (133,284) | ||||
[1] | Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off. |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income Parenthetical - USD ($) $ in Thousands | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Successor | ||||
Taxes on change in unrecognized benefit plan gains and losses arising during the period | $ (5,176) | $ (121,030) | $ 91,992 | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), Tax | (25) | (71) | 0 | |
Taxes on changes in unrealized holding gain arising during the period | (2,133) | 3,512 | 0 | |
Taxes on change in foreign currency translation adjustments | $ (1,428) | $ (1,779) | $ 58 | |
Predecessor | ||||
Taxes on change in unrecognized benefit plan gains and losses arising during the period | $ 0 | |||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), Tax | 169,642 | |||
Taxes on changes in unrealized holding gain arising during the period | 0 | |||
Taxes on change in foreign currency translation adjustments | $ (552) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 | |
Assets, Current [Abstract] | |||
Cash and cash equivalents | $ 262,644 | $ 1,455,183 | |
Restricted cash and cash equivalents | 17,595 | 17,600 | |
Accounts receivable (net of allowances of $8,176 and $7,313) | 466,628 | 440,722 | |
Broadcast rights | 160,240 | 147,423 | |
Income taxes receivable | 42,838 | 4,931 | |
Deferred income taxes | 0 | 29,675 | |
Prepaid expenses | 63,337 | 26,300 | |
Other | 8,663 | 38,989 | |
Total current assets | 1,021,945 | 2,160,823 | |
Property, Plant and Equipment, Net [Abstract] | |||
Machinery, equipment and furniture | 289,619 | 240,507 | |
Buildings and leasehold improvements | 212,470 | 253,426 | |
Property, Plant and Equipment, Gross | 502,089 | 493,933 | |
Accumulated depreciation | (160,801) | (102,841) | |
Property, Plant and Equipment, Net | 341,288 | 391,092 | |
Land | 268,257 | 422,635 | |
Construction in progress | 48,312 | 36,870 | |
Net properties | 657,857 | 850,597 | |
Broadcast rights | 203,422 | 157,014 | |
Goodwill | 3,561,812 | 3,918,136 | |
Other intangible assets, net | 2,240,199 | 2,397,794 | |
Assets held for sale | [1] | 206,422 | 5,645 |
Investments | 1,692,700 | 1,717,192 | |
Other | 174,178 | 189,254 | |
Total other assets | 8,078,733 | 8,385,035 | |
Total Assets | 9,758,535 | 11,396,455 | |
Liabilities, Current [Abstract] | |||
Accounts payable | 60,394 | 77,295 | |
Debt due within one year | 26,479 | 4,088 | |
Income taxes payable | 3,458 | 252,570 | |
Employee compensation and benefits | 87,976 | 80,270 | |
Contracts payable for broadcast rights | 236,676 | 178,685 | |
Deferred revenue | 44,721 | 34,352 | |
Interest payable | 33,828 | 12,238 | |
Other | 53,885 | 44,682 | |
Total current liabilities | 547,417 | 684,180 | |
Liabilities, Noncurrent [Abstract] | |||
Long-term debt | 3,452,544 | 3,490,897 | |
Deferred income taxes | 984,032 | 1,156,214 | |
Contracts payable for broadcast rights | 385,107 | 279,819 | |
Contract intangible liability, net | 13,772 | 34,425 | |
Pension obligations, net | 456,073 | 469,116 | |
Postretirement medical, life and other benefits | 16,092 | 21,456 | |
Other obligations | 71,776 | 64,917 | |
Total non-current liabilities | 5,379,396 | 5,516,844 | |
Total Liabilities | $ 5,926,813 | $ 6,201,024 | |
Commitments and Contingencies | |||
Stockholders' Equity Attributable to Parent [Abstract] | |||
Preferred Stock, Value | $ 0 | $ 0 | |
Common Stock | 100 | 98 | |
Treasury stock, at cost: 7,670,216 shares at December 31, 2015 and 975,594 shares at December 28, 2014 | (400,153) | (67,814) | |
Additional paid-in-capital | 4,619,618 | 4,591,470 | |
Retained (deficit) earnings | (322,351) | 718,218 | |
Accumulated other comprehensive loss | (71,016) | (46,541) | |
Total Tribune Media Company shareholders’ equity | 3,826,198 | 5,195,431 | |
Noncontrolling interests | 5,524 | 0 | |
Total shareholders’ equity | 3,831,722 | 5,195,431 | |
Total Liabilities and Shareholders’ Equity | 9,758,535 | 11,396,455 | |
Common Class A | |||
Stockholders' Equity Attributable to Parent [Abstract] | |||
Common Stock | 100 | 96 | |
Common Class B | |||
Stockholders' Equity Attributable to Parent [Abstract] | |||
Common Stock | $ 0 | $ 2 | |
[1] | (6)See Note 7 for information regarding assets held for sale. |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parenthetical - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 |
Allowance for Doubtful Accounts | $ 8,176 | $ 7,313 |
Preferred stock par value, per share | $ 0.001 | $ 0.001 |
Preferred stock authorized for issuance, shares | 40,000,000 | 40,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock issued, shares | 7,670,216 | 975,594 |
Common Class A | ||
Common stock par value, per share | $ 0.001 | $ 0.001 |
Common stock authorized for issuance, shares | 1,000,000,000 | 1,000,000,000 |
Common stock issued, shares | 100,015,546 | 95,708,401 |
Common Stock, Shares, Outstanding | 92,345,330 | 94,732,807 |
Common Class B | ||
Common stock par value, per share | $ 0.001 | $ 0.001 |
Common stock authorized for issuance, shares | 1,000,000,000 | 200,000,000 |
Common stock issued, shares | 5,605 | 2,438,083 |
Common Stock, Shares, Outstanding | 5,605 | 2,438,083 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Predecessor Stock Purchase Warrants | Successor Additional Paid-In Capital | Treasury Stock | Noncontrolling Interest | Special Cash Dividend | Special Cash DividendRetained Earnings (Deficit) | Regular Cash Dividend | Regular Cash DividendRetained Earnings (Deficit) | Regular Cash DividendSuccessor Additional Paid-In Capital | |
Beginning balance (Predecessor) at Dec. 30, 2012 | $ (8,055,028) | $ 0 | $ 0 | $ (7,401,904) | $ (908,124) | $ 255,000 | $ 0 | $ 0 | $ 0 | ||||||
Beginning balance, shares (Predecessor) at Dec. 30, 2012 | 0 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive (Loss) Income | Predecessor | 8,018,348 | 7,110,224 | 908,124 | ||||||||||||
Cancellation of Predecessor’s common shares held by ESOP, net of unearned compensation | Predecessor | 36,680 | 36,680 | |||||||||||||
Cancellation of Predecessor’s stock purchase warrants | Predecessor | 255,000 | (255,000) | |||||||||||||
Issuance of Successor common stock and stock purchase warrants | Successor | 4,536,000 | $ 79 | $ 4 | 4,535,917 | |||||||||||
Issuance of Successor common stock and stock purchase warrants, shares | Successor | 78,754,269 | 4,455,767 | |||||||||||||
Net (Loss) Income | Predecessor | 7,110,224 | ||||||||||||||
Ending balance, shares (Predecessor) at Dec. 31, 2012 | 0 | 0 | |||||||||||||
Ending balance, shares (Successor) at Dec. 31, 2012 | 78,754,000 | 4,456,000 | |||||||||||||
Ending balance, shares at Dec. 31, 2012 | 78,754,269 | 4,455,767 | |||||||||||||
Ending balance (Predecessor) at Dec. 31, 2012 | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Ending balance (Successor) at Dec. 31, 2012 | 4,536,000 | 79 | 4 | 0 | 0 | 0 | 4,535,917 | 0 | 0 | ||||||
Beginning balance (Successor) at Dec. 29, 2013 | 4,925,561 | $ 90 | $ 3 | 241,555 | 140,685 | 0 | 4,543,228 | 0 | 0 | ||||||
Beginning balance, shares (Successor) at Dec. 29, 2013 | 89,934,000 | 3,186,000 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive (Loss) Income | Successor | 291,527 | ||||||||||||||
Comprehensive (Loss) Income | 291,527 | ||||||||||||||
Net (Loss) Income | Successor | 476,663 | 476,663 | |||||||||||||
Net (Loss) Income | 476,663 | ||||||||||||||
Other comprehensive income, net of taxes | Successor | 185,136 | 185,136 | |||||||||||||
Conversions of Class B Common Stock to Class A Common Stock | Successor | $ 1 | $ (1) | |||||||||||||
Conversions of Class B Common Stock to Class A Common Stock, shares | Successor | 772,000 | (772,000) | |||||||||||||
Warrant exercises | Successor | $ 5 | (5) | |||||||||||||
Warrant exercises, shares | Successor | 4,850,000 | 24,000 | |||||||||||||
Warrant exercises, shares | 4,850,072 | 24,944 | |||||||||||||
Stock-based compensation | Successor | 27,835 | 27,835 | |||||||||||||
Publishing Spin-off (Note 2) | Successor | 19,347 | (2,090) | 21,437 | ||||||||||||
Net share settlements of stock-based awards | Successor | (1,893) | (1,893) | |||||||||||||
Net share settlements of stock-based awards, shares | Successor | 152,000 | ||||||||||||||
Excess tax benefits from stock-based awards | Successor | 868 | 868 | |||||||||||||
Common stock repurchases | Successor | (67,814) | (67,814) | |||||||||||||
Common stock repurchases | (68,000) | ||||||||||||||
Ending balance, shares (Successor) at Dec. 28, 2014 | 95,708,000 | 2,438,000 | |||||||||||||
Ending balance, shares at Dec. 28, 2014 | 95,708,401 | 2,438,083 | |||||||||||||
Ending balance (Successor) at Dec. 28, 2014 | 5,195,431 | $ 96 | $ 2 | 718,218 | (46,541) | 0 | 4,591,470 | (67,814) | 0 | ||||||
Ending balance at Dec. 28, 2014 | 5,195,431 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive (Loss) Income | Successor | (344,393) | ||||||||||||||
Comprehensive (Loss) Income | (344,393) | ||||||||||||||
Net (Loss) Income | Successor | (319,918) | (319,918) | |||||||||||||
Net (Loss) Income | (319,918) | ||||||||||||||
Other comprehensive income, net of taxes | Successor | 24,475 | 24,475 | |||||||||||||
Conversions of Class B Common Stock to Class A Common Stock | Successor | $ 2 | $ (2) | |||||||||||||
Conversions of Class B Common Stock to Class A Common Stock, shares | Successor | 2,432,000 | (2,432,000) | |||||||||||||
Warrant exercises | Successor | $ 2 | (2) | |||||||||||||
Warrant exercises, shares | Successor | 1,719,000 | ||||||||||||||
Warrant exercises, shares | 1,718,645 | 0 | |||||||||||||
Stock-based compensation | Successor | 32,547 | 32,547 | |||||||||||||
Net share settlements of stock-based awards | Successor | (4,251) | (4,251) | |||||||||||||
Net share settlements of stock-based awards, shares | Successor | 156,000 | ||||||||||||||
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | Successor | (878) | (878) | |||||||||||||
Common stock repurchases | Successor | (332,339) | (332,339) | |||||||||||||
Common stock repurchases | (332,000) | ||||||||||||||
Special dividends declared to shareholders and warrant holders, $6.73 per share | Successor | $ (648,644) | $ (648,644) | |||||||||||||
Special dividends declared to shareholders and warrant holders, $6.73 per share | (71,275) | ||||||||||||||
Regular dividends declared to shareholders and warrant holders, $0.75 per share | Successor | [1] | $ (71,275) | $ (72,007) | $ 732 | |||||||||||
Contributions from noncontrolling interest | Successor | 5,524 | 5,524 | |||||||||||||
Ending balance, shares (Successor) at Dec. 31, 2015 | 100,015,000 | 6,000 | |||||||||||||
Ending balance, shares at Dec. 31, 2015 | 100,015,546 | 5,605 | |||||||||||||
Ending balance (Successor) at Dec. 31, 2015 | 3,831,722 | $ 100 | $ 0 | $ (322,351) | $ (71,016) | $ 0 | $ 4,619,618 | $ (400,153) | $ 5,524 | ||||||
Ending balance at Dec. 31, 2015 | $ 3,831,722 | ||||||||||||||
[1] | (1) Includes $0.7 million of granted dividend equivalent units. |
Consolidated Statements of Sha8
Consolidated Statements of Shareholders' Equity Parenthetical $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($)$ / shares | |
Special Cash Dividend | |
Common Stock, Dividends, Per Share, Declared | $ 6.73 |
Regular Cash Dividend | |
Common Stock, Dividends, Per Share, Declared | $ 0.75 |
Regular Cash Dividend | Successor Additional Paid-In Capital | |
Dividend Equivalent Unit Weighted Average Vested Fair Value | $ | $ 0.7 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows Statement - USD ($) $ in Thousands | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Net (Loss) Income | $ (319,918) | $ 476,663 | $ 241,555 | |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||
Impairment of goodwill and other intangible assets (Note 8) | 385,000 | |||
Distributions from equity investments | 10,328 | 180,521 | 53,871 | |
Non-cash loss on extinguishment of debt | 37,040 | |||
Loss (gain) on sales of real estate | 1,000 | (1,000) | ||
Changes in working capital items, excluding effects from acquisitions: | ||||
Net cash provided by (used in) operating activities | 25,944 | 378,455 | 359,571 | |
Investing Activities | ||||
Capital expenditures | (89,084) | (89,438) | (70,869) | |
Acquisitions, net of cash acquired | (74,959) | (279,833) | (2,550,410) | |
Decrease (increase) in restricted cash related to acquisition of Local TV | 201,922 | (201,922) | ||
Transfers from (to) restricted cash | 1,112 | (1,109) | ||
Investments | (23,042) | (2,330) | (2,817) | |
Proceeds from sales of investments | 44,982 | 659,395 | 2,174 | |
Proceeds from sales of real estate | 4,930 | 49,870 | 10,739 | |
Net cash (used in) provided by investing activities | (125,733) | 718,998 | (2,759,234) | |
Financing Activities | ||||
Long-term borrowings related to Publishing Spin-off (Note 2) | 346,500 | |||
Long-term borrowings | 1,100,000 | 3,790,500 | ||
Repayments of long-term debt | (1,114,262) | (299,285) | (1,102,234) | |
Repayment of Senior Toggle Notes (Note 10) | (172,237) | |||
Long-term debt issuance costs related to Publishing Spin-off (Note 2) | (10,179) | |||
Long-term debt issuance costs | (20,202) | (78,480) | ||
Payment of dividends | (719,919) | |||
Settlements of contingent consideration, net | 1,174 | |||
Common stock repurchases (Note 16) | (339,942) | (60,211) | ||
Cash and restricted cash distributed to Tribune Publishing (Note 2) | (86,530) | |||
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities | (868) | 868 | ||
Tax withholdings related to net share settlements of share-based awards | (4,421) | (3,201) | ||
Proceeds from stock option exercises | 166 | 1,308 | ||
Contributions from noncontrolling interests | 5,524 | |||
Net cash (used in) provided by financing activities | (1,092,750) | (282,967) | 2,609,786 | |
Net (Decrease) Increase in Cash and Cash Equivalents | (1,192,539) | 814,486 | 210,123 | |
Cash and cash equivalents | 262,644 | 1,455,183 | 640,697 | |
Successor | ||||
Net (Loss) Income | (319,918) | 476,663 | 241,555 | |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||
Stock-based compensation | 32,493 | 27,918 | 7,319 | |
Pension credit, net of contributions | (29,417) | (41,164) | (41,620) | |
Depreciation | 74,289 | 88,890 | 75,516 | |
Amortization of contract intangible assets and liabilities | (14,980) | (35,774) | (29,525) | |
Amortization of other intangible assets | 195,230 | 222,216 | 121,206 | |
Impairment of goodwill and other intangible assets (Note 8) | 385,000 | 0 | 700 | |
Income on equity investments, net | (146,959) | (236,088) | (144,054) | |
Distributions from equity investments | 169,879 | 189,789 | 154,123 | |
Non-cash loss on extinguishment of debt | 33,480 | 0 | 17,462 | |
Original issue discount payments | (6,158) | 0 | 0 | |
Amortization of debt issuance costs and original issue discount | 12,258 | 13,433 | 3,869 | |
Gain on investment transactions, net | (12,173) | (373,968) | (150) | |
Loss (gain) on sales of real estate | 97 | (21,690) | (135) | |
Other non-operating (gain) loss, net | (6,183) | 4,729 | 1,492 | |
Non-cash reorganization items, net | 0 | 0 | (3,228) | |
Change in Excess Tax Benefits from Stock-Based Awards | (868) | 868 | 0 | |
Transfers from (to) restricted cash | 5 | 2,357 | 166,866 | |
Changes in working capital items, excluding effects from acquisitions: | ||||
Accounts receivable, net | (23,444) | 39,149 | (20,449) | |
Inventories, prepaid expenses and other current assets | (36,997) | (1,532) | 26,847 | |
Accounts payable | (15,302) | 2,855 | (85,088) | |
Employee compensation and benefits, and other current liabilities | 39,598 | (23,569) | 5,528 | |
Deferred revenue | 9,541 | 23,189 | 1,121 | |
Accrued reorganization costs | (1,536) | (780) | (111,461) | |
Income taxes | (272,102) | 261,591 | (1,947) | |
Deferred compensation, postretirement medical, life and other benefits | (2,298) | (3,099) | (13,581) | |
Change in broadcast rights, net of liabilities | 100,116 | (21,098) | (6,913) | |
Deferred income taxes | (140,075) | (179,099) | 8,955 | |
Change in non-current obligations for uncertain tax positions | (931) | (2,814) | (3,780) | |
Other, net | 1,563 | (32,781) | (11,057) | |
Net cash provided by (used in) operating activities | 25,944 | 378,455 | 359,571 | |
Investing Activities | ||||
Capital expenditures | (89,084) | (89,438) | (70,869) | |
Acquisitions, net of cash acquired | (74,959) | (279,833) | (2,550,410) | |
Decrease (increase) in restricted cash related to acquisition of Local TV | 0 | 201,922 | (201,922) | |
Transfers from restricted cash related to New Cubs LLC distribution | 0 | 0 | 0 | |
Transfers from (to) restricted cash | 1,112 | (1,109) | 0 | |
Investments | (23,042) | (2,330) | (2,817) | |
Distributions from equity investments | 10,328 | 180,521 | 53,871 | |
Investment in non-interest bearing loan to the Litigation Trust | 0 | 0 | 0 | |
Proceeds from sales of investments | 44,982 | 659,395 | 2,174 | |
Proceeds from sales of real estate | 4,930 | 49,870 | 10,739 | |
Net cash (used in) provided by investing activities | (125,733) | 718,998 | (2,759,234) | |
Financing Activities | ||||
Long-term borrowings related to Publishing Spin-off (Note 2) | 0 | 346,500 | 0 | |
Long-term borrowings | 1,100,000 | 0 | 3,790,500 | |
Repayments of long-term debt | (1,114,262) | (299,285) | (1,102,234) | |
Repayment of Senior Toggle Notes (Note 10) | 0 | (172,237) | 0 | |
Long-term debt issuance costs related to Publishing Spin-off (Note 2) | 0 | (10,179) | 0 | |
Long-term debt issuance costs | (20,202) | 0 | (78,480) | |
Payment of dividends | (719,919) | 0 | 0 | |
Settlements of contingent consideration, net | 1,174 | 0 | 0 | |
Common stock repurchases (Note 16) | (339,942) | (60,211) | 0 | |
Cash and restricted cash distributed to Tribune Publishing (Note 2) | 0 | (86,530) | 0 | |
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities | (868) | 868 | 0 | |
Tax withholdings related to net share settlements of share-based awards | (4,421) | (3,201) | 0 | |
Proceeds from stock option exercises | 166 | 1,308 | 0 | |
Contributions from noncontrolling interests | 5,524 | 0 | 0 | |
Net cash (used in) provided by financing activities | (1,092,750) | (282,967) | 2,609,786 | |
Net (Decrease) Increase in Cash and Cash Equivalents | (1,192,539) | 814,486 | 210,123 | |
Cash and cash equivalents | $ 430,574 | 262,644 | 1,455,183 | 640,697 |
Supplemental Schedule of Cash Flow Information | ||||
Interest | 130,311 | 140,338 | 44,280 | |
Income taxes, net of refunds | $ 434,720 | $ 217,579 | $ 151,311 | |
Predecessor | ||||
Net (Loss) Income | 7,110,224 | |||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||
Stock-based compensation | 0 | |||
Pension credit, net of contributions | 0 | |||
Depreciation | 0 | |||
Amortization of contract intangible assets and liabilities | 0 | |||
Amortization of other intangible assets | 0 | |||
Impairment of goodwill and other intangible assets (Note 8) | 0 | |||
Income on equity investments, net | 0 | |||
Distributions from equity investments | 0 | |||
Non-cash loss on extinguishment of debt | 0 | |||
Original issue discount payments | 0 | |||
Amortization of debt issuance costs and original issue discount | 0 | |||
Gain on investment transactions, net | 0 | |||
Loss (gain) on sales of real estate | 0 | |||
Other non-operating (gain) loss, net | 0 | |||
Non-cash reorganization items, net | (8,287,644) | |||
Change in Excess Tax Benefits from Stock-Based Awards | 0 | |||
Transfers from (to) restricted cash | (186,823) | |||
Changes in working capital items, excluding effects from acquisitions: | ||||
Accounts receivable, net | 0 | |||
Inventories, prepaid expenses and other current assets | (275) | |||
Accounts payable | (18,942) | |||
Employee compensation and benefits, and other current liabilities | (3,450) | |||
Deferred revenue | 0 | |||
Accrued reorganization costs | 14,136 | |||
Income taxes | (6,199) | |||
Deferred compensation, postretirement medical, life and other benefits | (35,241) | |||
Change in broadcast rights, net of liabilities | 0 | |||
Deferred income taxes | 1,169,483 | |||
Change in non-current obligations for uncertain tax positions | 0 | |||
Other, net | 0 | |||
Net cash provided by (used in) operating activities | (244,731) | |||
Investing Activities | ||||
Capital expenditures | 0 | |||
Acquisitions, net of cash acquired | 0 | |||
Decrease (increase) in restricted cash related to acquisition of Local TV | 0 | |||
Transfers from restricted cash related to New Cubs LLC distribution | 727,468 | |||
Transfers from (to) restricted cash | 0 | |||
Investments | 0 | |||
Distributions from equity investments | 0 | |||
Investment in non-interest bearing loan to the Litigation Trust | (20,000) | |||
Proceeds from sales of investments | 0 | |||
Proceeds from sales of real estate | 0 | |||
Net cash (used in) provided by investing activities | 707,468 | |||
Financing Activities | ||||
Long-term borrowings related to Publishing Spin-off (Note 2) | 0 | |||
Long-term borrowings | 1,089,000 | |||
Repayments of long-term debt | (3,394,347) | |||
Repayment of Senior Toggle Notes (Note 10) | 0 | |||
Long-term debt issuance costs related to Publishing Spin-off (Note 2) | 0 | |||
Long-term debt issuance costs | (11,242) | |||
Payment of dividends | 0 | |||
Settlements of contingent consideration, net | 0 | |||
Common stock repurchases (Note 16) | 0 | |||
Cash and restricted cash distributed to Tribune Publishing (Note 2) | 0 | |||
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities | 0 | |||
Tax withholdings related to net share settlements of share-based awards | 0 | |||
Proceeds from stock option exercises | 0 | |||
Contributions from noncontrolling interests | 0 | |||
Net cash (used in) provided by financing activities | (2,316,589) | |||
Net (Decrease) Increase in Cash and Cash Equivalents | (1,853,852) | |||
Cash and cash equivalents | 430,574 | |||
Supplemental Schedule of Cash Flow Information | ||||
Interest | 0 | |||
Income taxes, net of refunds | $ 0 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies of the Company, as summarized below, conform with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect practices appropriate to the Company’s businesses. Nature of Operations and Reclassifications —Tribune Media Company and its subsidiaries (the “Company”) is a diversified media and entertainment company. It is comprised of 42 television stations that are either owned by the Company or owned by others but to which the Company provides certain services, along with a national general entertainment cable network (WGN America), a radio station, a production studio, the Digital and Data business, a portfolio of real estate assets and investments in a variety of media, websites and other related assets. Prior to the spin-off of its principal publishing businesses on August 4, 2014 , (the “Publishing Spin-off”, as further defined and described in Note 2 ) the Company was also engaged in newspaper publishing. Following the Publishing Spin-off, the Company realigned and renamed its reportable segments. These segments reflect the manner in which the Company sells its products to the marketplace and the manner in which it manages its operations and makes business decisions. The Company’s reportable segments consist of: • Television and Entertainment: Provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting local television stations and distinctive, high quality television series and movies on WGN America, including content produced by Tribune Studios and its production partners, as well as news, entertainment and sports information via the Company’s websites and other digital assets. • Digital and Data: Provides innovative technology and services that collect, create and distribute video, music, sports and entertainment data primarily through wholesale distribution channels to consumers globally. The Company also holds a variety of investments in cable and digital assets, including equity investments in Television Food Network, G.P. (“TV Food Network”) and CareerBuilder, LLC (“CareerBuilder”). In addition, the Company reports and includes under Corporate and Other the management of certain owned real estate assets, including revenues from leasing the office and production facilities, and any gains or losses from sales of real estate, as well as certain administrative activities associated with operating corporate office functions and managing its predominantly frozen company-sponsored defined benefit pension plans. Prior to the Publishing Spin-off, the Company reported its operations through two reportable segments: broadcasting and publishing; certain administrative activities were reported and included under corporate. The Company’s publishing segment operated eight major-market daily newspapers and related businesses, distributed preprinted insert advertisements, provided commercial printing and delivery services to other newspapers and managed the websites of the Company’s daily newspapers and television stations, along with the websites of other branded products that target specific areas of interest. Also included in the publishing segment were digital entertainment data businesses which distribute entertainment listings and license proprietary software and data. These digital entertainment data businesses were not included in the Publishing Spin-off and are now included in the Digital and Data reportable segment. The principal daily newspapers published by the Company that were included in the Publishing Spin-off were the Los Angeles Times ; the Chicago Tribune ; the South Florida Sun Sentinel ; the Orlando Sentinel ; The Baltimore Sun ; the Hartford Courant ; The Morning Call , serving Pennsylvania’s Lehigh Valley; and the Daily Press , serving the Virginia Peninsula. The historical results of operations for the businesses included in the Publishing Spin-off are presented in discontinued operations for all periods presented (see Note 2 ). Beginning in fiscal 2015, the Television and Entertainment reportable segment includes the Company’s Zap2it.com entertainment website business, which was previously included in the Digital and Data reportable segment. Certain previously reported amounts have been reclassified to conform to the current presentation; the impact of this reclassification was immaterial. Change in Accounting Principle — On November 20, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), as further discussed below. The Company elected to early adopt ASU 2015-17 prospectively in the fourth quarter of fiscal 2015 and present all deferred tax assets and liabilities, along with any related valuation allowances as of December 31, 2015, as noncurrent on the Company’s Consolidated Balance Sheets. The adoption of ASU 2015-17 was required to be treated as a change in accounting principle. The Company did not retrospectively adjust prior periods for this change. Fiscal Year —On April 16, 2015, the Company’s Board of Directors (the “Board”) approved the change of the Company’s fiscal year end from the last Sunday in December of each year to December 31 of each year and to change the Company’s fiscal quarter end to the last calendar day of each quarter. This change in fiscal year end was effective with the second fiscal quarter, which ended on June 30, 2015. As a result of this change, the fiscal year ended December 31, 2015 includes four additional days compared to the fiscal years ended December 28, 2014 and December 29, 2013. Fiscal years 2014 and 2013 each comprised a 52‑week period. Principles of Consolidation and Variable Interest Entities —The consolidated financial statements include the accounts of Tribune Media Company and all majority-owned subsidiaries, as well as any variable interests for which the Company is the primary beneficiary. In general, investments comprising between 20 percent to 50 percent of the voting stock of companies and certain partnership interests are accounted for using the equity method. All other investments are generally accounted for using the cost method. All significant intercompany transactions are eliminated. The Company evaluates its investments and other transactions to determine whether any entities associated with the investments or transactions should be consolidated under the provisions of FASB Accounting Standards Codification (“ASC”) Topic 810, “Consolidation.” ASC Topic 810 requires an ongoing qualitative assessment of variable interest entities (“VIEs”) to assess which entity is the primary beneficiary as it has the power to direct matters that most significantly impact the activities of a VIE and has the obligation to absorb losses or benefits that could be potentially significant to the VIE. The Company consolidates VIEs when it is the primary beneficiary. On April 14, 2015, the Company entered into a real estate venture agreement with a third party to redevelop one of the Company’s Florida properties and formed a new limited liability company, TREH 200E Las Olas Venture, LLC (“Las Olas LLC”). The Company contributed land with an agreed-upon value between the parties of $15 million and a carrying value of $10 million , resulting in a 92% interest in the Las Olas LLC. In the future, the Company’s interest in the Las Olas LLC may decline to 85% , subject to the other party’s additional investments. The Las Olas LLC was determined to be a VIE where the Company is the primary beneficiary. The Company consolidates the financial position and results of operations of this VIE. The results of operations of the VIE as of and for the fiscal year ended December 31, 2015 were not material. On November 12, 2015, the Company executed an agreement with a third party developer to redevelop one of the Company’s California properties. The Company contributed land, building and improvements with an agreed-upon value between the parties of $39 million and a carrying value of $35 million, resulting in a 90% interest in the TREH/Kearny Costa Mesa, LLC (“Costa Mesa LLC”). In the future, the Company’s interest in the Costa Mesa LLC may decline, subject to the other party’s additional investments. The Company consolidates the financial position and results of operations of Costa Mesa LLC as it has the majority ownership. The results of operations of the Costa Mesa LLC as of and for the fiscal year ended December 31, 2015 were not material. Prior to September 2, 2015, the Company held a variable interest in Newsday Holdings LLC (“NHLLC”). On September 2, 2015, all of the outstanding equity interests of NHLLC were acquired by CSC Holdings, LLC (“CSC”). Additionally, prior to October 1, 2014, the Company held a variable interest in Classified Ventures, LLC (“CV”). On October 1, 2014, all of the outstanding equity interests of CV were acquired by TEGNA, Inc. (as successor to Gannett Co., Inc.) (“TEGNA”). Prior to July 29, 2014, the Company held a variable interest in Perfect Market, Inc. (“PMI”). On July 29, 2014, all of the outstanding equity interests of PMI were acquired by Taboola.com LTD (“Taboola”). In connection with the acquisition, the Company’s shares in PMI were converted into shares of Taboola. The Company’s ownership in Taboola is less than 1% and the Company has determined the investment is not a VIE as defined by ASC Topic 810. At December 31, 2015 and December 28, 2014 , the Company indirectly held a variable interest in Topix, LLC (“Topix”) through its investment in TKG Internet Holdings II, LLC and at December 28, 2014 , the Company held a variable interest in Newsday LLC (as defined and described in Note 9 ). In addition, prior to December 27, 2013 (as further described below), the Company held variable interests as a result of certain transactions with Local TV Holdings, LLC (“Local TV”) in October 2008 . The Company has determined that it was not the primary beneficiary of any of these entities and therefore has not consolidated any of them as of and for the periods presented in the accompanying consolidated financial statements. On December 27, 2013 , the Company closed the Local TV Acquisition (see Note 5 ). In conjunction with the acquisition, the Company became a party to an agreement with Dreamcatcher Broadcasting LLC, a Delaware limited liability company (“Dreamcatcher”). The Company determined that it holds a variable interest in Dreamcatcher and is the primary beneficiary. As such, the Company’s consolidated financial statements include the results of operations and the financial position of Dreamcatcher beginning on December 27, 2013 . See Note 5 for further information on the Company’s acquisition of Local TV, the related transactions with Dreamcatcher and the carrying amounts and classification of the assets and liabilities of Dreamcatcher which have been included in the Company’s Consolidated Balance Sheets as of December 31, 2015 and December 28, 2014 . The assets of the consolidated VIE can only be used to settle the obligations of the VIE. In 2008 , the Company entered into a shared services agreement for its KPLR-TV station in St. Louis, Missouri and a local marketing agreement (“LMA”) for its KWGN-TV station in Denver, Colorado, each with the FOX Broadcasting Company (“FOX”) network affiliate television station owned by Local TV in these markets. These agreements became effective on October 6, 2008 and effectively allowed the Company to economically combine the operating facilities and news operations of its stations with those owned by Local TV in each market and to share certain programming. Prior to the Local TV Acquisition (see Note 5 ), the Company recorded in its historical consolidated broadcasting revenues amounts equal to agreed upon percentages of the net adjusted cash flows (as defined in the local marketing agreements) of the combined operations of its stations and the Local TV stations in St. Louis and Denver. The LMA arrangements were cancelled as of the effective date of the Local TV Acquisition (see Note 5 ) because the Company became the owner of both stations in each market. Revenue Recognition —The Company’s primary sources of revenue related to Television and Entertainment are from local and national broadcasting and cable advertising and retransmission consent and carriage fee revenues on the Company’s television, cable and radio stations as well as from direct and indirect display advertising. Digital and Data revenue is primarily derived from licensing its video, sports and music content to third parties. The Company also recognizes revenues from leases of its owned real estate. The Company recognizes revenue when the following conditions are met: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the fees are fixed or determinable and (iv) collection is reasonably assured. Revenue arrangements with multiple deliverables are divided into separate units of accounting when the delivered item has value to the customer on a stand-alone basis. Revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. We use a hierarchy to determine the fair value to be used for allocating revenue to elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) best estimate of selling price (“ESP”). For software elements, we follow the industry specific software guidance which only allows for the use of VSOE in establishing fair value. Television and Entertainment advertising revenue is recorded, net of agency commissions, when commercials are aired. Television operations may trade certain advertising time for products or services, as well as barter advertising time for program material. Trade transactions are generally reported at the estimated fair value of the product or services received, while barter transactions are reported at the Company’s estimate of the value of the advertising time exchanged, which approximates the fair value of the program material received. Barter/trade revenue is reported when commercials are broadcast and expenses are reported when products or services are utilized or when programming airs. The Company records rebates when earned as a reduction of advertising revenue. Retransmission consent fees represent fees that the Company earns from multichannel video programming distributors (“MVPDs”) for the distribution of the Company’s television stations’ broadcast programming. Retransmission consent fees are recognized over the contract period, generally based on a negotiated fee per subscriber. Carriage fees represent fees that the Company earns from MVPDs for the carriage of the Company’s cable channels. Carriage fees are recognized over the contract period, generally based on the number of subscribers and negotiated rates. Digital and Data revenue includes software licensing recognized in accordance with ASC Topic 985, “Software.” License fees are based on the number of units shipped or the number of subscribers. Revenues from per-unit or per-subscriber fees are recognized in the period the services are provided to a licensee, as reported to the Company by the licensee. Certain non-refundable, non-cancelable license fees are paid in advance for which revenue is recognized when the underlying licensed product is delivered to the licensee. Revenues from data services are recognized on a straight-line basis over the period its licensee has the right to receive the service. The Company accounts for cash consideration (such as sales incentives) that it gives to its customers or resellers as a reduction of revenue, unless the Company receives a benefit that is separate from the customer’s purchase from the Company and for which it can reasonably estimate the fair value. Use of Estimates —The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. The adoption of fresh-start reporting as of the Effective Date (as defined in Note 3) required management to make certain assumptions and estimates to allocate the Successor’s enterprise value to the Successor’s assets and liabilities based on fair values. These estimates of fair value represent the Company’s best estimates based on independent appraisals and various valuation techniques and trends, and by reference to relevant market rates and transactions. The estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and fair values reflected in the valuations will be realized, and actual results could vary materially. Cash and Cash Equivalents —Cash and cash equivalents are stated at cost, which approximates market value. Investments with original maturities of three months or less at the time of purchase are considered to be cash equivalents. Restricted Cash and Cash Equivalents —Restricted cash and cash equivalents consist of funds that are not available for general corporate use and primarily consist of restricted cash held by the Company to satisfy the remaining claim obligations pursuant to the Plan (as defined and described in Note 3 ). On the Effective Date, the Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At both December 31, 2015 and December 28, 2014 , restricted cash held by the Company to satisfy such obligations totaled $18 million . In conjunction with the acquisition of Local TV on December 27, 2013 (see Note 5 ), the Company provided a notice to holders of the Senior Toggle Notes that it intended to redeem such notes within a thirty -day period. On December 27, 2013, the Company deposited $202 million with The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) ( $174 million of which, inclusive of accrued interest of $2 million , was payable to third parties and the remaining $28 million was payable to a subsidiary of the Company), together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. At December 29, 2013, the $202 million deposit was presented as restricted cash and cash equivalents on the Company’s Consolidated Balance Sheet. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary. Accounts Receivable and Allowance for Doubtful Accounts —The Company’s accounts receivable are primarily due from advertisers. Credit is extended based on an evaluation of each customer’s financial condition, and generally collateral is not required. The Company maintains an allowance for uncollectible accounts, rebates and volume discounts. This allowance is determined based on historical write-off experience and any known specific collectability exposures. A summary of the activity with respect to the accounts receivable allowances is as follows (in thousands): Accounts receivable allowance balance at December 29, 2013 $ 16,254 2014 additions charged to costs and expenses 21,306 2014 deductions (18,515 ) Allowance distributed in Publishing Spin-off (11,732 ) Accounts receivable allowance balance at December 28, 2014 $ 7,313 2015 additions charged to costs and expenses 7,873 2015 deductions (7,010 ) Accounts receivable allowance balance at December 31, 2015 $ 8,176 Broadcast Rights —The Company acquires rights to broadcast syndicated programs, original licensed series and feature films. Pursuant to ASC Topic 920, “Entertainment-Broadcasters,” these rights and the related liabilities are recorded as an asset and a liability when the license period has begun, the cost of the program is determinable and the program is accepted and available for airing. The current portion of programming inventory includes those rights available for broadcast that are expected to be amortized in the succeeding year. The Company amortizes its broadcast rights costs over the period in which an economic benefit is expected to be derived based on the timing of the usage and benefit from such programming. Newer licensed/acquired programming and original produced programming are generally amortized on an accelerated basis as the episodes are aired. For certain categories of licensed programming and feature films that have been exploited through previous cycles, amortization expense is recorded on a straight-line basis. The Company also has commitments for network and sports programming that are expensed on a straight-line basis as the programs are available to air. Management’s judgment is required in determining the timing of the expensing of these costs, and includes analyses of historical and estimated future revenue and ratings patterns for similar programming. The Company regularly reviews, and revises when necessary, its revenue estimates, which may result in a change in the rate of amortization. Amortization of broadcast rights are expensed to programming in the Company’s Consolidated Statements of Operations. The Company carries its broadcast rights at the lower of unamortized cost or estimated net realizable value. The Company evaluates the net realizable value of broadcast rights on a daypart, series, or title-by-title basis, as appropriate. Changes in management’s intended usage of a specific daypart, series, or program would result in a reassessment of the net realizable value, which could result in an impairment. The Company determines the net realizable value and estimated fair value, as appropriate, based on a projection of the estimated advertising revenues and carriage/retransmission revenues, less certain direct costs of delivery, expected to be generated by the program material. If the Company’s estimates of future revenues decline, amortization expense could be accelerated or impairment adjustments may be required. We assess future seasons of syndicated programs that we are committed to acquire for impairment as they become available to us for airing. Any impairments of programming rights are expensed to programming in the Company’s Consolidated Statements of Operations. As a result of the evaluation of the recoverability of the unamortized costs associated with broadcast rights, the Company recognized a non-cash impairment charge of $74 million for the syndicated programs Person of Interest and Elementary at WGN America in 2015. Production Costs —The Company produces and enters into arrangements with third parties to co-produce original programming to exhibit on its broadcast stations and cable network. In accordance with ASC Topic 926, “Entertainment-Films,” the Company estimates total revenues to be earned and costs to be incurred throughout the life of each television program. Estimates for remaining total lifetime revenues are limited to the amount of revenue contracted for each episode in the initial market (which is the US television market). Accordingly, television programming costs and participation costs incurred in excess of the amount of revenue contracted in the initial market are expensed as incurred. Estimates for all secondary market revenues such as domestic and foreign syndication, digital streaming, home entertainment and merchandising are included in the estimated lifetime revenues of such television programming once it can be demonstrated that a program can be successfully licensed in such secondary market. Television programming costs incurred subsequent to the establishment of the secondary market are initially capitalized and amortized based on the proportion that current period revenues bear to the estimated remaining total lifetime revenues. As several of the Company’s produced programming television series have either recently launched or have yet to premiere, the Company does not have a demonstrated history of participating in secondary market revenues to support that these programs can be successfully licensed in such secondary markets. Production costs are expensed to programming in the Company’s Consolidated Statement of Operations. Properties —As a result of the adoption of fresh-start reporting, the Company’s property, plant and equipment was adjusted to fair value on the Effective Date. There were no changes to the methods used by the Company to compute depreciation or any changes to the policy for determining estimated useful lives for assets placed into service subsequent to the Effective Date as a result of the adoption of fresh-start reporting. The estimated useful lives of the Company’s property, plant and equipment that were in service on the Effective Date were revised and currently range as follows: 1 to 44 years for buildings and 1 to 30 years for all other equipment. Goodwill and Other Indefinite-Lived Intangible Assets —Goodwill and other indefinite-lived intangible assets are summarized in Note 8 . The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 350, “Intangibles — Goodwill and Other.” Under ASC Topic 350, the impairment review of goodwill and other intangible assets not subject to amortization must be based on estimated fair values. The Company’s annual impairment review measurement date is in the fourth quarter of each year. The estimated fair values of the reporting units to which goodwill has been allocated are determined using many critical factors, including projected future operating cash flows, revenue and market growth, market multiples, discount rates and consideration of market valuations of comparable companies. The estimated fair values of other intangible assets subject to the annual impairment review, which include FCC licenses and trade name, are generally calculated based on projected future discounted cash flow analyses. The development of estimated fair values requires the use of assumptions, including assumptions regarding revenue and market growth as well as specific economic factors in the broadcasting industry. These assumptions reflect the Company’s best estimates, but these items involve inherent uncertainties based on market conditions generally outside of the Company’s control. Adverse changes in expected operating results and/or unfavorable changes in other economic factors used to estimate fair values could result in additional non-cash impairment charges in the future under ASC Topic 350. Impairment Review of Long-Lived Assets —In accordance with ASC Topic 360, “Property, Plant and Equipment,” the Company evaluates the carrying value of long-lived assets to be held and used whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset or asset group may be impaired. The carrying value of a long-lived asset or asset group is considered impaired when the projected future undiscounted cash flows to be generated from the asset or asset group over its remaining depreciable life are less than its current carrying value. The Company measures impairment based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset or asset group. The fair value is determined primarily by using the projected future cash flows discounted at a rate commensurate with the risk involved as well as market valuations. Losses on long-lived assets to be disposed of are determined in a similar manner, except that the fair values are reduced for an estimate of the cost to dispose or abandon. Adverse changes in expected operating results and/or unfavorable changes in other economic factors used to estimate future undiscounted cash flows could result in additional non-cash impairment charges in the future under ASC Topic 360. Pension Plans and Other Postretirement Benefits —Retirement benefits are provided to employees through pension plans sponsored either by the Company or by unions. Under the Company-sponsored plans, pension benefits are primarily a function of both the years of service and the level of compensation for a specified number of years, depending on the plan. It is the Company’s policy to fund the minimum for Company-sponsored pension plans as required by the Employee Retirement Income Security Act (“ERISA”). Contributions made to union-sponsored plans are based upon collective bargaining agreements. The Company also provides certain health care and life insurance benefits for retired employees. The expected cost of providing these benefits is accrued over the years that the employees render services. It is the Company’s policy to fund postretirement benefits as claims are incurred. The Company recognizes the overfunded or underfunded status of its defined benefit pension or other postretirement plans (other than a multiemployer plan) as an asset or liability in its Consolidated Balance Sheets and recognizes changes in that funded status in the year in which changes occur through comprehensive (loss) income. Additional information pertaining to the Company’s pension plans and other postretirement benefits is provided in Note 15 . Self-Insurance —The Company self-insures for certain employee medical and disability income benefits, workers’ compensation costs and automobile and general liability claims. The recorded liabilities for self-insured risks are calculated using actuarial methods and are not discounted. The Company carries insurance coverage to limit exposure for self-insured workers’ compensation costs and automobile and general liability claims. The Company’s deductibles under these coverages are generally $1 million per occurrence, depending on the applicable policy period. The recorded liabilities for self-insured risks totaled $34 million at December 31, 2015 and $47 million at December 28, 2014 , which was net of $44 million of such liabilities distributed to Tribune Publishing in the Publishing Spin-off. Deferred Revenue —Deferred revenue arises in the normal course of business from advances from customers for the Company’s products and services. Revenue associated with deferred revenue is recognized in the period it is earned. See above for further information on the Company’s revenue recognition policy. Stock-Based Compensation —In accordance with ASC Topic 718, “Compensation—Stock Compensation,” the Company recognizes stock-based compensation cost in its Consolidated Statements of Operations. Stock-based compensation cost is measured at the grant date for equity-classified awards and at the end of each reporting period for liability-classified awards based on the estimated fair value of the awards. ASC Topic 718 requires stock-based compensation expense to be recognized over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service (the “substantive vesting period”). Additional information pertaining to the Company’s stock-based compensation is provided in Note 17 . Income Taxes —On March 13, 2008, the Predecessor filed an election to be treated as a subchapter S corporation under the Internal Revenue Code (“IRC”), which election became effective as of the beginning of the Predecessor’s 2008 fiscal year. The Predecessor also elected to treat nearly all of its subsidiaries as qualified subchapter S subsidiaries. Subject to certain limitations (such as the built-in gain tax applicable for 10 years to gains accrued prior to the election), the Predecessor was no longer subject to federal income tax. Instead, the Predecessor’s taxable income was required to be reported by its shareholders. The Tribune Employee Stock Ownership Plan (“ESOP”) was the Predecessor’s sole shareholder and was not taxed on the share of income that was passed through to it because the ESOP was a qualified employee benefit plan. Although most states in which the Predecessor operated recognize the subchapter S corporation status, some imposed income taxes at a reduced rate. As a result of the election and in accordance with ASC Topic 740, “Income Taxes,” the Predecessor reduced its net deferred income tax liabilities to report only deferred income taxes relating |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 2: DISCONTINUED OPERATIONS On August 4, 2014 , the Company completed the spin-off of its principal publishing operations into an independent company, Tribune Publishing Company (“Tribune Publishing”), by distributing 98.5% of the outstanding shares of Tribune Publishing common stock to holders of the Company’s Common Stock and Warrants (the “Publishing Spin-off”). In the distribution, each holder of the Company’s Class A Common Stock, Class B Common Stock and Warrants received 0.25 of a share of Tribune Publishing common stock for each share of Common Stock or Warrant (as defined and described in Note 3 ) held as of the record date of July 28, 2014 . Based on the number of shares of Common Stock and Warrants outstanding as of 5:00 P.M. Eastern time on July 28, 2014 and the distribution ratio, 25,042,263 shares of Tribune Publishing common stock were distributed to the Company stockholders and holders of Warrants and the Company retained 381,354 shares of Tribune Publishing common stock, representing 1.5% of outstanding common stock of Tribune Publishing. Subsequent to the distribution, Tribune Publishing became a separate publicly-traded company with its own board of directors and senior management team. Shares of Tribune Publishing common stock are listed on the New York Stock Exchange under the symbol “TPUB.” For further information regarding the Publishing Spin-off, see the registration statement on Form 10, as amended, filed by Tribune Publishing with the SEC on July 21, 2014 and declared effective by the SEC on July 21, 2014 . The registration statement is available through the SEC website at www.sec.gov. The historical results of operations for the businesses included in the Publishing Spin-off are presented in discontinued operations in the Company’s Consolidated Statements of Operations and Consolidated Statements of Comprehensive (Loss) Income for all periods presented herein. The Company received a private letter ruling (“PLR”) from the Internal Revenue Service (“IRS”) which provides that the distribution and certain related transactions qualified as tax-free to the Company, Tribune Publishing and the Company’s stockholders and warrantholders for U.S. federal income tax purposes. Although a PLR from the IRS generally is binding on the IRS, the PLR does not rule that the distribution satisfies every requirement for a tax-free distribution, and the parties relied on the opinion of the Company’s special tax counsel that such additional requirements have been satisfied. In connection with the Publishing Spin-off, the Company received a $275 million cash dividend from Tribune Publishing utilizing borrowings of $350 million under a senior secured credit facility entered into by Tribune Publishing prior to the Publishing Spin-off. The full amount of the $275 million cash dividend was used to permanently repay $275 million of outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 10 ). All of the outstanding borrowings under the Tribune Publishing senior term loan facility were distributed to Tribune Publishing in connection with the Publishing Spin-off. The Company entered into a separation and distribution agreement, a tax matters agreement, a transition services agreement (the “TSA”), an employee matters agreement and certain other agreements with Tribune Publishing that govern the relationships between Tribune Publishing and the Company following the Publishing Spin-off. Separation and Distribution Agreement The separation and distribution agreement with Tribune Publishing sets forth the key provisions relating to the separation of Tribune Publishing and its related businesses from those of the Company and the distribution of 98.5% of the shares of Tribune Publishing common stock to holders of Common Stock and Warrants. The separation and distribution agreement identifies the entities and assets to be transferred to, and the liabilities and contracts to be assumed by, Tribune Publishing or the Company, as applicable, in the separation, and describes when and how these transfers and assumptions will occur. The separation and distribution agreement also provides that, subject to certain exceptions, Tribune Publishing and the Company will indemnify each other and certain related parties, from and against any and all damages, losses, liabilities, and expenses relating to, arising out of, or resulting from, among other things: (i) their respective businesses, their assets and liabilities and their subsidiaries’ assets and liabilities (in the case of Tribune Publishing, after giving effect to the separation and distribution); (ii) their failure or the failure of certain related persons to discharge any of their, or their subsidiaries’, respective liabilities (in the case of Tribune Publishing, after giving effect to the separation and distribution or any obligation arising out of the publishing business or its assets); and (iii) a breach by the other party of the separation and distribution agreement or the various ancillary agreements. Tax Matters Agreement The Company entered into a tax matters agreement with Tribune Publishing that governs the respective rights, responsibilities and obligations of the Company and Tribune Publishing following the distribution with respect to taxes, including the Company’s and Tribune Publishing’s obligations to file tax returns and remit taxes, control over tax contests and the Company’s and Tribune Publishing’s obligations to cooperate after the distribution in tax return preparation and record-keeping matters. The tax matters agreement generally provides that the Company will be responsible for all taxes (other than taxes on the distribution and related transactions) for periods before the distribution that are reportable on any tax return that includes the Company or one of its non-Tribune Publishing subsidiaries, and Tribune Publishing or one of its subsidiaries will be responsible for all such taxes reportable on any tax return that includes Tribune Publishing or its subsidiaries but does not include any non-Tribune Publishing subsidiaries. The Company retains responsibility for all taxes relating to the formation of and its ongoing investment in Newsday Holdings LLC. The tax matters agreement also provides for certain restrictions on Tribune Publishing’s ability to pursue strategic or other transactions, or to take certain actions, in order to preserve the tax-free status of the distribution. The tax matters agreement further provides that Tribune Publishing and certain Tribune Publishing subsidiaries will indemnify the Company for (i) taxes on the distribution and related transactions resulting from (A) any of their actions (or failures to take certain actions) that disqualify the distribution and related transactions as tax-free or (B) any issuance of stock by Tribune Publishing or any of its affiliates or change in ownership of any such entities (other than changes in ownership solely caused by the Company) that would cause Section 355(d), Section 355(e) or Section 355(f) of the IRC to apply to the distribution, (ii) taxes on the distribution and related transactions resulting from the disqualification of the distribution due to breaches by Tribune Publishing of representations and covenants contained in the tax matters agreement and (iii) taxes of Tribune Publishing attributable to the Tribune Publishing business for which the Company is not otherwise responsible and that are not related to the distribution or any related transaction. The Company will indemnify Tribune Publishing for (i) taxes of the Company and (ii) taxes of Tribune Publishing resulting from the distribution and related transactions unless, in each case, Tribune Publishing or certain Tribune Publishing subsidiaries are otherwise responsible for such taxes as described above. However, if the distribution is taxable as a result of certain actions by both parties, the liability for such taxes is shared equally between the Company and Tribune Publishing. Transition Services Agreement Pursuant to the TSA, the Company provides Tribune Publishing with certain specified services on a transitional basis for a period of up to two years following the Publishing Spin-off, including support in areas such as human resources, risk management, treasury, technology, legal, real estate, procurement, and advertising and marketing in a single market. In addition, the TSA outlines the services that Tribune Publishing provides the Company on a transitional basis for a period of up to two years following the Publishing Spin-off, including in areas such as human resources, technology, legal, procurement, accounting, digital advertising operations, advertising, marketing, event management and fleet maintenance, and other areas where the Company may need assistance and support following the Publishing Spin-off. The charges for the transition services generally allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the services, plus, in some cases, the allocated direct costs of providing the services, generally without profit. Under the TSA, the Company had gross billings to Tribune Publishing of $2 million and $19 million for the year ended December 31, 2015 and December 28, 2014 , respectively, primarily related to a pass-through of costs associated with providing the continuation of certain benefits to Tribune Publishing employees following the Publishing Spin-off. The Company also incurred $1 million and $3 million of fees primarily related to technology and shared services provided by Tribune Publishing which are included in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2015 and December 28, 2014 , respectively. Employee Matters Agreement The Company and Tribune Publishing entered into an employee matters agreement that addresses the treatment of employees and former employees of each of the Company and Tribune Publishing with respect to their participation in employee benefit plans that existed prior to the distribution or that Tribune Publishing established in connection with or following the distribution, as well as certain other human resources matters relating to employee programs and labor contracts. In general, except for certain pension matters, Tribune Publishing retained all liabilities with respect to the employment of all their employees and former employees (other than employees of discontinued businesses) and the Company retained all liabilities pertaining to other current or former employees, including liabilities arising with respect to benefit plans prior to the distribution. Notwithstanding the foregoing, the Company retained all liabilities relating to Company-sponsored defined benefit pension plans but did not retain any liabilities relating to Tribune Publishing’s employees’ participation in multiemployer pension plans. The employee matters agreement also addresses the treatment of equity compensation for employees of both companies in connection with the distribution. See Note 17 for further information on the impact of the Publishing Spin-off on the Company’s equity incentive plan. Discontinued Operations Results —The results of discontinued operations for the years ended December 28, 2014, December 29, 2013, and for December 31, 2012 include the historical results of Tribune Publishing prior to the Publishing Spin-off on August 4, 2014 . Summarized results of the Company’s discontinued operations and the impact of associated Publishing Spin-off adjustments are as follows (in thousands): Successor Predecessor Year Ended December 28, 2014(1) December 29, 2013 December 31, 2012 Operating revenues $ 970,501 $ 1,755,989 $ — Operating profit 38,712 149,906 — Loss on equity investments, net (626 ) (1,187 ) — Interest income — 35 — Interest expense (2) (6,837 ) (11,042 ) — Gain on investment transactions (3) 1,484 — — Reorganization items, net (9 ) (284 ) (173,449 ) Income (loss) before income taxes 32,724 137,428 (173,449 ) Income tax expense (benefit) (4) 19,172 58,815 (69,548 ) Income (loss) from discontinued operations, net of taxes $ 13,552 $ 78,613 $ (103,901 ) (1) Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off. (2) In connection with the Publishing Spin-off, the Company received a $275 million cash dividend from Tribune Publishing utilizing borrowings of $350 million under a senior secured credit facility entered into by Tribune Publishing prior to the Publishing Spin-off. The full amount of the $275 million cash dividend was used to permanently repay $275 million of outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 10 ). Interest expense associated with the Company’s outstanding debt was allocated to discontinued operations based on the ratio of the $275 million cash dividend received from Tribune Publishing to the total outstanding indebtedness under the outstanding credit facilities in effect in each respective period prior to the Publishing Spin-off and totaled $7 million and $11 million for the years ended December 28, 2014 and December 29, 2013, respectively. (3) Gain on investment transaction consists of a $1 million gain on the remeasurement of Tribune Publishing’s investment in MCT (as defined and described in Note 5 ) as a result of the acquisition of the remaining 50% interest in MCT during the second quarter of 2014. (4) The effective tax rate on pretax income from discontinued operations was 58.6% and 42.8% for the years ended December 28, 2014 and December 29, 2013, respectively. This rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit) and the impact of certain nondeductible transaction costs. See Note 4 for information on the income tax benefit included in discontinued operations for December 31, 2012 . The results of discontinued operations for the years ended December 28, 2014 and December 29, 2013 also include $23 million and $15 million , respectively, of transaction costs, including legal and professional fees, incurred by the Company to complete the Publishing Spin-off. No such costs were incurred on December 31, 2012 . In conjunction with the Company’s emergence from bankruptcy, the Company consummated an internal restructuring pursuant to the terms of the Plan (as defined and described in Note 3 ). These restructuring transactions included, among other things, establishing a number of real estate holding companies. On December 21, 2012 , the majority of the land and buildings owned by Tribune Publishing were transferred to these newly established real estate holding companies. In 2013 , Tribune Publishing entered into lease agreements with the real estate holding companies to lease back certain land and buildings that were transferred. The initial term of these lease agreements was either five or ten years, with two optional renewal terms. Prior to the Publishing Spin-off, the revenues and expenses related to these lease agreements were treated as intercompany transactions and were not separately reflected in the Company’s consolidated financial statements. The real estate holding companies were not included in the Publishing Spin-off. Subsequent to the Publishing Spin-off, the Company has reclassified the historical intercompany rental revenues related to these leases for 2014 and 2013 totaling $24 million and $39 million , respectively, into other revenues as an increase to income from continuing operations in the Company’s Consolidated Statements of Operations due to the continuing lease arrangements between the Company and Tribune Publishing following the Publishing Spin-off. Similarly, the historical intercompany rental costs incurred by Tribune Publishing in 2014 and 2013 , respectively, under these leases have been reclassified as a reduction of income (loss) from discontinued operations, net of taxes in the Company’s Consolidated Statements of Operations. There was no impact to the Company consolidated net income for any periods prior to the Publishing Spin-off as a result of these reclassifications. Subsequent to the Publishing Spin-off, all rental revenues earned by the Company under these leases with Tribune Publishing are reflected as other revenues in the Company’s Consolidated Statements of Operations. The following is a summary of the assets and liabilities distributed to Tribune Publishing on August 4, 2014 in connection with the Publishing Spin-off (in thousands): Assets: Current Assets Cash and cash equivalents $ 59,030 Restricted cash 27,500 Accounts receivable, net 187,153 Inventories 14,623 Deferred income taxes 32,557 Prepaid expenses and other 20,956 Total current assets 341,819 Property, plant and equipment, net 160,087 Other Assets Goodwill 35,450 Intangible assets, net 73,300 Investments 1,924 Other long-term assets 10,179 Deferred income taxes 12,352 Total other assets 133,205 Total Assets 635,111 Liabilities: Current Liabilities Accounts payable 39,422 Employee compensation and benefits 98,156 Debt due within one year 12,680 Deferred revenue 74,505 Accrued expenses and other current liabilities 31,031 Total current liabilities 255,794 Non-Current Liabilities Postretirement, medical life and other benefits 45,255 Long-term debt 333,820 Other obligations 19,589 Total non-current liabilities 398,664 Net Liabilities Distributed to Tribune Publishing $ (19,347 ) As of the date of the Publishing Spin-off, the Company allocated approximately $2 million of accumulated other comprehensive loss to Tribune Publishing, relating primarily to post-retirement medical and life insurance benefits. The Company has no material contingent liabilities relating to the discontinued operations subsequent to the date of the Publishing Spin-off. |
Proceedings Under Chapter 11
Proceedings Under Chapter 11 | 12 Months Ended |
Dec. 31, 2015 | |
Reorganizations [Abstract] | |
Proceedings Under Chapter 11 | NOTE 3: PROCEEDINGS UNDER CHAPTER 11 Chapter 11 Reorganization —On December 8, 2008 (the “Petition Date”), Tribune Company and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (collectively, the “Chapter 11 Petitions”) under chapter 11 (“Chapter 11”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On October 12, 2009 , Tribune CNLBC, LLC (formerly known as Chicago National League Ball Club, LLC) (“Tribune CNLBC”), which held the majority of the assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise (the “Chicago Cubs”), also filed a Chapter 11 Petition and thereafter became a Debtor. As further described below, a plan of reorganization for the Debtors became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). On March 16, 2015 and July 24, 2015, the Bankruptcy Court entered final decrees closing 96 of the Debtors’ Chapter 11 cases. The remaining Debtors’ Chapter 11 proceedings continue to be jointly administered under the caption In re Tribune Media Company, et al. , Case No. 08-13141. The Company’s consolidated financial statements for December 31, 2012 include the accounts of the Debtors and certain direct and indirect wholly-owned subsidiaries which had not filed petitions for relief under Chapter 11 of the Bankruptcy Code as of or subsequent to the Petition Date and were, therefore, not Debtors as of December 31, 2012 . From the Petition Date and until the Effective Date, the Debtors operated their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and applicable orders of the Bankruptcy Court. In general, as debtors-in-possession, the Debtors were authorized under Chapter 11 of the Bankruptcy Code to continue to operate as ongoing businesses, but could not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Where appropriate, the Company and its business operations as conducted on or prior to December 30, 2012 are also herein referred to collectively as the “Predecessor.” The Company and its business operations as conducted on or subsequent to the Effective Date are also herein referred to collectively as the “Successor,” “Reorganized Debtors” or “Reorganized Tribune Company.” Plan of Reorganization —In order to emerge from Chapter 11, a Chapter 11 plan that satisfies the requirements of the Bankruptcy Code and provides for emergence from bankruptcy as a going concern must be proposed and confirmed by a bankruptcy court. A plan of reorganization addresses, among other things, prepetition obligations, sets forth the revised capital structure of the newly-reorganized entities and provides for their corporate governance subsequent to emergence from court supervision under Chapter 11. On April 12, 2012 , the Debtors, Oaktree Capital Management, L.P. (“Oaktree”), Angelo, Gordon & Co. L.P. (“AG”), the Creditors’ Committee (defined below) and JPMorgan Chase Bank, N.A. (“JPMorgan” and, together with the Debtors, Oaktree, AG and the Creditors’ Committee, the “Plan Proponents”) filed the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries with the Bankruptcy Court (as subsequently modified by the Plan Proponents, the “Plan”). On July 23, 2012 , the Bankruptcy Court issued an order confirming the Plan (the “Confirmation Order”). The Plan constitutes a separate plan of reorganization for each of the Debtors and sets forth the terms and conditions of the Debtors’ reorganization. See the “Terms of the Plan” section below for a description of the terms and conditions of the confirmed Plan. The Debtors’ plan of reorganization was the product of extensive negotiations and contested proceedings before the Bankruptcy Court, principally relating to the resolution of certain claims and causes of action arising between certain of the Company’s creditors in connection with the series of transactions (collectively, the “Leveraged ESOP Transactions”) consummated by the Predecessor and the Tribune Company employee stock ownership plan (the “ESOP”), EGI-TRB, L.L.C., a Delaware limited liability company wholly-owned by Sam Investment Trust (a trust established for the benefit of Samuel Zell and his family) (the “Zell Entity”) and Samuel Zell in 2007 . The Debtors’ emergence from bankruptcy as a restructured company was subject to the consent of the Federal Communications Commission (the “FCC”) for the assignment of the Debtors’ FCC broadcast and auxiliary station licenses to the Reorganized Debtors. On April 28, 2010 , the Debtors filed applications with the FCC to obtain FCC approval for the assignment of the FCC licenses from the Debtors as “debtors-in possession” to the Reorganized Debtors. On November 16, 2012 , the FCC released a Memorandum Opinion and order (the “Exit Order”) granting the Company’s applications to assign its broadcast and auxiliary station licenses from the debtors-in-possession to the Company’s licensee subsidiaries. In the Exit Order, the FCC granted the Reorganized Debtors a permanent newspaper/broadcast cross-ownership waiver in the Chicago market, temporary newspaper/broadcast cross-ownership waivers in the New York, Los Angeles, Miami-Fort Lauderdale and Hartford-New Haven markets and two other waivers permitting common ownership of television stations in Connecticut and Indiana. See the “FCC Regulation” section of Note 13 for further information. Following receipt of the FCC’s consent to the implementation of the Plan, but prior to the Effective Date, the Company and its subsidiaries consummated an internal restructuring, pursuant to and in accordance with the terms of the Plan. These restructuring transactions included, among other things, (i) converting certain of the Company’s subsidiaries into limited liability companies or merging certain of the Company’s subsidiaries into newly-formed limited liability companies, (ii) consolidating and reallocating certain operations, entities, assets and liabilities within the organizational structure of the Company and (iii) establishing a number of real estate holding companies. On the Effective Date, all of the conditions precedent to the effectiveness of the Plan were satisfied or waived, the Debtors emerged from Chapter 11, and the settlements, agreements and transactions contemplated by the Plan to be effected on the Effective Date were implemented, including, among other things, the appointment of a new board of directors and the initiation of distributions to creditors. As a result, the ownership of the Company changed from the ESOP to certain of the Company’s creditors on the Effective Date. On January 17, 2013 , the board of directors of Reorganized Tribune Company (the “Board”) appointed a chairman of the Board and a new chief executive officer. Such appointments were effective immediately. In connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Company was forgiven, (iii) all of the Company’s $0.01 par value common stock held by the ESOP was canceled, including the 8,294,000 of the shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012 (as further described below) and (iv) new shares of Reorganized Tribune Company were issued to shareholders who did not meet the necessary criteria to qualify as a subchapter S corporation shareholder. As a result, Reorganized Tribune Company converted from a subchapter S corporation to a C corporation under the IRC. See Note 14 for further information. On the Effective Date, the $37 million reported as common shares held by ESOP, net of unearned compensation, was eliminated and recorded as a direct adjustment to the Predecessor’s retained earnings (deficit) as part of the Successor’s adoption of fresh-start reporting. Furthermore, on the Effective Date the Predecessor Warrants (as defined and described below) were cancelled and the $225 million subordinated promissory note due December 20, 2018 (including accrued and unpaid interest) was terminated and extinguished. As a result of the cancellation of the Predecessor Warrants, the $255 million fair value attributed to the Predecessor Warrants was eliminated and recorded as a direct adjustment to the Predecessor’s retained earnings (deficit) on the Effective Date as part of the Successor’s adoption of fresh-start reporting. See Note 4 for additional information on the adoption of fresh-start reporting. Terms of the Plan —The following is a summary of the material settlements and other agreements entered into, distributions made and transactions consummated by the Company on or about the Effective Date pursuant to, and in accordance with, the terms of the Plan. The following summary only highlights certain of the substantive provisions of the Plan and is not intended to be a complete description of, or a substitute for a full and complete reading of, the Plan and the agreements and other documents related thereto, including those described below. • Cancellation of certain prepetition obligations : On the Effective Date, the Debtors’ prepetition equity (other than equity interests in subsidiaries of Tribune Company), debt and certain other obligations were cancelled, terminated and/or extinguished, including: (i) the 56,521,739 shares of the Predecessor’s $0.01 par value common stock held by the ESOP, (ii) the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders, (iii) the aggregate $225 million subordinate promissory notes (including accrued and unpaid interest) held by the Zell Entity and certain other minority interest holders, (iv) all of the Predecessor’s other outstanding notes and debentures and the indentures governing such notes and debentures (other than for purposes of allowing holders of the notes to receive distributions under the Plan and allowing the trustees for the senior noteholders and the holders of the Predecessor’s Exchangeable Subordinated Debentures due 2029 (“PHONES”) to exercise certain limited rights), and (v) the Predecessor’s prepetition credit facilities applicable to the Debtors (other than for purposes of allowing creditors under a $8.028 billion senior secured credit agreement (as amended, the “Credit Agreement”) to receive distributions under the Plan and allowing the administrative agent for such facilities to exercise certain limited rights). • Assumption of prepetition executory contracts and unexpired leases : On the Effective Date, any prepetition executory contracts or unexpired leases of the Debtors that were not previously assumed or rejected pursuant to Section 365 of the Bankruptcy Code or rejected pursuant to the Plan were deemed assumed by the applicable Reorganized Debtors, including certain prepetition executory contracts for broadcast rights. • Distributions to Creditors : On the Effective Date (or as soon as practicable thereafter), (i) holders of allowed senior loan claims received approximately $2.9 billion in cash, approximately 98.2 million shares of Common Stock and Warrants (as defined and described below), plus interests in the Litigation Trust (as defined and described below), (ii) holders of allowed claims related to a $1.6 billion twelve -month bridge facility entered into on December 20, 2007 (the “Bridge Facility”) received a pro rata share of $65 million in cash (equal to approximately 3.98% of their allowed claim) plus interests in the Litigation Trust (as defined and described below), (iii) holders of allowed senior noteholder claims (including the fee claims of indenture trustees for the senior notes) received a pro rata share of either $431 million of cash or a “strip” of consideration consisting of 6.27% of the proceeds from a term loan facility (see the “Exit Financing Facilities” section of Note 10 ), common stock or warrants in Reorganized Tribune Company and cash (collectively, a “Strip”) (on average, equal to approximately 33.3% of their allowed claim) plus interests in the Litigation Trust (as defined and described below), (iv) holders of allowed other parent claims received either (a) cash or a Strip in an amount equal to approximately 35.18% of their allowed claim plus a pro rata share of additional cash or a Strip, as applicable, of approximately $2 million or (b) cash or a Strip in an amount equal to approximately 32.73% of their allowed claim plus a pro rata share of additional cash or a Strip, as applicable, of approximately $2 million plus interests in the Litigation Trust (as defined and described below), (v) holders of allowed general unsecured claims against the Debtors other than Tribune Company and convenience claims against Tribune Company received cash in an amount equal to 100% of their allowed claim, and (vi) holders of unclassified claims, priority non-tax claims and certain other secured claims received cash in an amount equal to 100% of their allowed claim. In the aggregate, Reorganized Tribune Company distributed approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants (as defined and described below) with a fair value determined pursuant to the Plan of approximately $4.536 billion and interests in the Litigation Trust (as defined and described below). The cash distribution included the $727 million of restricted cash and cash equivalents and the proceeds from a term loan which was entered into on the Effective Date and subsequently extinguished in 2013 (see the “Exit Financing Facilities” section of Note 10 ). In addition, Reorganized Tribune Company transferred $187 million of cash to certain restricted accounts for the limited purpose of funding certain future claim payments and professional fees. In addition, on the Effective Date, letters of credit issued under the Predecessor’s debtor-in-possession facility were replaced with new letters of credit under a new revolving credit facility and subsequently terminated. All allowed priority tax and non-tax claims and other secured claims not paid on the Effective Date and subsidiary interests were reinstated and allowed administrative expense claims will be paid in full when due. • Issuance of new equity securities : Effective as of the Effective Date, Reorganized Tribune Company issued 78,754,269 shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), and 4,455,767 shares of Class B Common Stock, par value $0.001 per share (“Class B Common Stock,” and together with Class A Common Stock, “Common Stock”). Any holder (with the exception of AG, JPMorgan and Oaktree, each of which previously submitted ownership information to the FCC) who possessed greater than 4.99% of the Class A Common stock after allocation of the Warrants and holders making voluntary elections, were instead allocated Class B Common Stock until such holder’s Class A Common Stock represented no more than 4.99% of Reorganized Tribune Company’s Class A Common Stock in order to comply with the FCC ownership rules and requirements. The Class A Common Stock and Class B Common Stock generally provide identical economic rights, but holders of the Class B Common Stock have limited voting rights, including that such holders have no right to vote in the election of directors. Subject to the ownership limitation noted above, each share of Class A Common Stock is convertible into one share of Class B Common Stock and each share of Class B Common Stock is convertible into one share of Class A Common Stock, in each case, at the option of the holder at any time. In addition, on the Effective Date, Reorganized Tribune Company entered into a warrant agreement (the “Warrant Agreement”), pursuant to which Reorganized Tribune Company issued 16,789,972 warrants to purchase Common Stock (the “Warrants”). Reorganized Tribune Company issued the Warrants in lieu of Common Stock to creditors that were otherwise eligible to receive Common Stock in connection with the implementation of the Plan in order to comply with the FCC’s foreign ownership restrictions. Furthermore, pursuant to Reorganized Tribune Company’s certificate of incorporation and the Warrant Agreement, in the event Reorganized Tribune Company determines that the ownership or proposed ownership of Common Stock or Warrants, as applicable, would be inconsistent with or violate any federal communications laws, materially limit or impair any business activities or proposed business activities of Reorganized Tribune Company under any federal communications laws, or subject Reorganized Tribune Company to any regulation under any federal communications laws to which Reorganized Tribune Company would not be subject, but for such ownership or proposed ownership, Reorganized Tribune Company may, among other things: (i) require a holder of Common Stock or Warrants to promptly furnish information reasonably requested by Reorganized Tribune Company, including information with respect to citizenship, ownership structure, and other ownership interests and affiliations; (ii) refuse to permit a proposed transfer or conversion of Common Stock, or condition transfer or conversion on the prior consent of the FCC; (iii) refuse to permit a proposed exercise of Warrants, or condition exercise on the prior consent of the FCC; (iv) suspend the rights of ownership of the holders of Common Stock or Warrants; (v) require the conversion of any or all shares of Common Stock held by a stockholder into shares of any other class of capital stock of Reorganized Tribune Company with equivalent economic value, including the conversion of shares of Class A Common Stock into shares of Class B Common Stock or the conversion of shares of Class B Common Stock into shares of Class A Common Stock; (vi) require the exchange of any or all shares of Common Stock held by any stockholder of Reorganized Tribune Company for Warrants to acquire the same number and class of shares of capital stock in Reorganized Tribune Company; (vii) to the extent the foregoing are not reasonably feasible, redeem any or all such shares of Common Stock; or (viii) exercise other appropriate remedies, at law or in equity, in any court of competent jurisdiction to prevent or cure any such situation. As permitted under the Plan, the Reorganized Debtors have adopted an equity incentive plan for the purpose of granting awards to directors, officers and employees of Reorganized Tribune Company and its subsidiaries. • Registration Rights Agreement : On the Effective Date, Reorganized Tribune Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain entities related to AG (the “AG Group”), Oaktree Tribune, L.P., an affiliate of Oaktree (the “Oaktree Group”) and Isolieren Holding Corp., an affiliate of JPMorgan (the “JPM Group,” and each of the JPM Group, AG Group and Oaktree Group, a “Stockholder Group”) and certain other holders of Registrable Securities who become a party thereto. See Note 16 for further information. • Exit credit facilities : On the Effective Date, Reorganized Tribune Company entered into a $1.100 billion secured term loan facility with a syndicate of lenders led by JPMorgan (the “Term Loan Exit Facility”), the proceeds of which were used to fund certain required distributions to creditors under the Plan. In addition, on the Effective Date, Reorganized Tribune Company, along with certain of its reorganized operating subsidiaries as additional borrowers, entered into a secured asset-based revolving credit facility of up to $300 million , subject to borrowing base availability, with a syndicate of lenders led by Bank of America, N.A., to fund ongoing operations. See the “Exit Financing Facilities” section of Note 10 for further information. • Settlement of certain causes of action related to the Leveraged ESOP Transactions : The Plan provided for the settlement of certain causes of action arising in connection with the Leveraged ESOP Transactions, against the lenders under the Credit Agreement, JPMorgan as administrative agent under the Credit Agreement, the agents, arrangers, joint bookrunner and other similar parties under the Credit Agreement, the lenders under the Bridge Facility and the administrative agent under the Bridge Facility. It also included a “Step Two/Disgorgement Settlement” of claims for disgorgement of prepetition payments made by the Predecessor on account of the debt incurred in connection with the closing of the second step of the Leveraged ESOP Transactions on December 20, 2007 against parties who elected to participate in such settlement. These settlements resulted in incremental recovery to creditors other than lenders under the Credit Agreement and the Bridge Facility of approximately $521 million above their “natural” recoveries absent such settlements. • The Litigation Trust : On the Effective Date, except for those claims released as part of the settlements described above, all other causes of action related to the Leveraged ESOP Transactions held by the Debtors’ estates and preserved pursuant to the terms of the Plan (the “Litigation Trust Preserved Causes of Action”) were transferred to a litigation trust formed, pursuant to the Plan, to pursue the Litigation Trust Preserved Causes of Action for the benefit of certain creditors that received interests in the litigation trust as part of their distributions under the Plan (the “Litigation Trust”). The Litigation Trust is managed by an independent third party trustee (the “Litigation Trustee”) and advisory board and, pursuant to the terms of the agreements forming the Litigation Trust, Reorganized Tribune Company is not able to exert any control or influence over the administration of the Litigation Trust, the pursuit of the Litigation Trust Preserved Causes of Action or any other activities of the Litigation Trust. In connection with the formation of the Litigation Trust, and pursuant to the terms of the Plan, Reorganized Tribune Company entered into a credit agreement (the “Litigation Trust Loan Agreement”) with the Litigation Trust whereby Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust on the Effective Date. Subject to the Litigation Trust’s right to maintain an expense fund of up to $25 million , under the terms of the Litigation Trust Loan Agreement, the Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation Trust. Concurrent with the disbursement of the $20 million loan to the Litigation Trust on the Effective Date, the Predecessor recorded a valuation allowance of $20 million against the principal balance of the loan given the uncertainty as to the timing and amount of principal repayments to be received in the future. The charge to establish the valuation allowance is included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 (see Note 4 for further information). In addition, pursuant to certain agreements entered into between Reorganized Tribune Company and the Litigation Trust, on the Effective Date in accordance with the Plan, Reorganized Tribune Company is required to reasonably cooperate with the Litigation Trustee in connection with the Litigation Trustee’s pursuit of the Litigation Trust Preserved Causes of Action by providing reasonable access to records and information relating to the Litigation Trust Preserved Causes of Action, provided, however, that the Litigation Trust is required to reimburse Reorganized Tribune Company for reasonable and documented out-of-pocket expenses, subject to limited exceptions, in performing its obligations under such agreements up to a cap of $625,000 . Reorganized Tribune Company has the right to petition the Bankruptcy Court to increase the cap upon a showing that Reorganized Tribune Company’s costs significantly exceed $625,000 . On January 4, 2013 , Reorganized Tribune Company filed a notice with the Bankruptcy Court stating that, in the opinion of the independent valuation expert retained by Reorganized Tribune Company, the fair market value of the Litigation Trust Preserved Causes of Action as of the Effective Date was $358 million . • Other Plan provisions : The Plan and Confirmation Order also contain various discharges, injunctive provisions and releases that became operative on the Effective Date. Since the Effective Date, Reorganized Tribune Company has substantially consummated the various transactions contemplated under the Plan. In particular, Reorganized Tribune Company has made all distributions of cash, Common Stock and Warrants that were required to be made under the terms of the Plan to creditors holding allowed claims as of December 31, 2012 . Claims of general unsecured creditors that become allowed on or after the Effective Date have been or will be paid on the next quarterly distribution date after such allowance. Pursuant to the terms of the Plan, the Company is also obligated to make certain additional payments to certain creditors, including certain distributions that may become due and owing subsequent to the Effective Date and certain payments to holders of administrative expense priority claims and fees earned by professional advisors during the Chapter 11 proceedings. As described above, on the Effective Date, Reorganized Tribune Company held restricted cash of $187 million which is estimated to be sufficient to satisfy such obligations. At December 31, 2015 , restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million and is estimated to be sufficient to satisfy such obligations. If the aggregate allowed amount of the remaining claims exceeds the restricted cash held for satisfying such claims, the Company would be required to satisfy the allowed claims from its cash on hand from operations. Confirmation Order Appeals —Notices of appeal of the Confirmation Order were filed on July 23, 2012 by (i) Aurelius Capital Management, LP (“Aurelius”), on behalf of its managed entities that were holders of the Predecessor’s senior notes and PHONES and (ii) Law Debenture Trust Company of New York (“Law Debenture”), successor trustee under the indenture for the Predecessor’s prepetition 6.61% debentures due 2027 and the 7.25% debentures due 2096 , and Deutsche Bank Trust Company Americas (“Deutsche Bank”), successor trustee under the indentures for the Predecessor’s prepetition medium-term notes due 2008 , 4.875% notes due 2010 , 5.25% notes due 2015 , 7.25% debentures due 2013 and 7.5% debentures due 2023 . Additional notices of appeal were filed on August 2, 2012 by Wilmington Trust Company (“WTC”), as successor indenture trustee for the PHONES, and on August 3, 2012 by the Zell Entity (the Zell Entity, together with Aurelius, Law Debenture, Deutsche Bank and WTC, the “Appellants”). The confirmation appeals were transmitted to the United States District Court for the District of Delaware (the “Delaware District Court”) and were consolidated, together with two previously-filed appeals by WTC of the Bankruptcy Court’s orders relating to certain provisions in the Plan, under the caption Wilmington Trust Co. v. Tribune Co. ( In re Tribune Co. ), Case Nos. 12-cv-128, 12-mc-108, 12-cv-1072, 12-cv-1073, 12-cv-1100 and 12-cv-1106. Case No. 12-mc-108 was closed without disposition on January 14, 2014 . The Appellants seek, among other relief, to overturn the Confirmation Order and certain prior orders of the Bankruptcy Court, including the settlement of certain claims and causes of action related to the Leveraged ESOP Transactions that was embodied in the Plan (see above for a description of the terms and conditions of the confirmed Plan). WTC and the Zell Entity also sought to overturn determinations made by the Bankruptcy Court concerning the priority in right of payment of the PHONES and the subordinated promissory notes held by the Zell Entity and its permitted assignees, respectively. There is currently no stay of the Confirmation Order in place pending resolution of the confirmation-related appeals. In January 2013 , Reorganized Tribune Company filed a motion to dismiss the appeals as equitably moot, based on the substantial consummation of the Plan. On June 18, 2014, the Delaware District Court entered an order granting in part and denying in part the motion to dismiss. The effect of the order was to dismiss all of the appeals, with the exception of the relief requested by the Zell Entity concerning the priority in right of payment of the subordinated promissory notes held by the Zell Entity and its permitted assignees with respect to any state law fraudulent transfer claim recoveries from a Creditor Trust that was proposed to be formed under a prior version of the Plan, but was not formed under the Plan as confirmed by the Bankruptcy Court. The Delaware District Court vacated the Bankruptcy Court’s ruling to the extent it opined on that issue. On July 16, 2014, Aurelius, Law Debenture and Deutsche Bank timely appealed the Delaware District Court’s order to the U.S. Court of Appeals for the Third Circuit. On August 19, 2015, the Third Circuit affirmed the Delaware District Court’s dismissal of Aurelius’s appeal of the Confirmation Order. The Third Circuit, however, reversed the Delaware District Court’s dismissal of Law Debenture’s and Deutsche Bank’s appeals of the Confirmation Order, and remanded those appeals to the District Court for further proceedings on the merits. On September 11, 2015, the Third Circuit denied Aurelius’s petition for en banc review of the court’s decision and on January 11, 2016, Aurelius filed a petition for writ of certiorari to the U.S. Supreme Court. That petition remains pending. If the Appellants succeed on appeal, including on any appeal of the Third Circuit’s order, the Company’s financial condition may be adversely affected. Certain Causes of Action Arising From the Leveraged ESOP Transactions —On April 1, 2007 , the Predecessor’s board of directors (the “Predecessor Board”), based on the recommendation of a special committee of the Predecessor Board comprised entirely of independent directors, approved the Leveraged ESOP Transactions with the ESOP, the Zell Entity and Samuel Zell. On December 20, 2007 , the Predecessor completed the Leveraged ESOP Transactions, which culminated in the cancellation of all issued and outstanding shares of the Predecessor’s common stock as of that date, other than shares held by the Predecessor or the ESOP, and with the Predecessor becoming wholly-owned by the ESOP. The Leveraged ESOP Transactions consisted of a series of transactions that included the following: • On April 1, 2007 , the Predecessor entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GreatBanc Trust Company, not in its individual or corporate capacity, but solely as trustee of the Tribune Employee Stock Ownership Trust, a separate trust which forms a part of the ESOP, Tesop Corporation, a Delaware corporation wholly-owned by the ESOP (“Merger Sub”), and the Zell Entity (solely for the limited purposes specified therein) providing for Merger Sub to be merged with and into Tribune Company, and following such merger, the Predecessor to continue as the surviving corporation wholly-owned by the ESOP (the “Merger”). • On April 1, 2007 , the ESOP purchased 8,928,571 shares of the Predecessor’s common stock at a price of $28.00 per share. The ESOP paid for this purchase with a promissory note in the principal amount of $250 million , to be repaid by the ESOP over the 30 -year life of the loan through its use of annual contributions from the Predecessor to the ESOP and/or distributions paid on the shares of common stock held by the ESOP. Upon consummation of the Merger (as described below), the 8,928,571 shares of the Predecessor’s common stock held by t |
Fresh-Start Reporting
Fresh-Start Reporting | 12 Months Ended |
Dec. 31, 2015 | |
Reorganizations [Abstract] | |
Fresh-Start Reporting | NOTE 3: PROCEEDINGS UNDER CHAPTER 11 Chapter 11 Reorganization —On December 8, 2008 (the “Petition Date”), Tribune Company and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (collectively, the “Chapter 11 Petitions”) under chapter 11 (“Chapter 11”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On October 12, 2009 , Tribune CNLBC, LLC (formerly known as Chicago National League Ball Club, LLC) (“Tribune CNLBC”), which held the majority of the assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise (the “Chicago Cubs”), also filed a Chapter 11 Petition and thereafter became a Debtor. As further described below, a plan of reorganization for the Debtors became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). On March 16, 2015 and July 24, 2015, the Bankruptcy Court entered final decrees closing 96 of the Debtors’ Chapter 11 cases. The remaining Debtors’ Chapter 11 proceedings continue to be jointly administered under the caption In re Tribune Media Company, et al. , Case No. 08-13141. The Company’s consolidated financial statements for December 31, 2012 include the accounts of the Debtors and certain direct and indirect wholly-owned subsidiaries which had not filed petitions for relief under Chapter 11 of the Bankruptcy Code as of or subsequent to the Petition Date and were, therefore, not Debtors as of December 31, 2012 . From the Petition Date and until the Effective Date, the Debtors operated their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and applicable orders of the Bankruptcy Court. In general, as debtors-in-possession, the Debtors were authorized under Chapter 11 of the Bankruptcy Code to continue to operate as ongoing businesses, but could not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Where appropriate, the Company and its business operations as conducted on or prior to December 30, 2012 are also herein referred to collectively as the “Predecessor.” The Company and its business operations as conducted on or subsequent to the Effective Date are also herein referred to collectively as the “Successor,” “Reorganized Debtors” or “Reorganized Tribune Company.” Plan of Reorganization —In order to emerge from Chapter 11, a Chapter 11 plan that satisfies the requirements of the Bankruptcy Code and provides for emergence from bankruptcy as a going concern must be proposed and confirmed by a bankruptcy court. A plan of reorganization addresses, among other things, prepetition obligations, sets forth the revised capital structure of the newly-reorganized entities and provides for their corporate governance subsequent to emergence from court supervision under Chapter 11. On April 12, 2012 , the Debtors, Oaktree Capital Management, L.P. (“Oaktree”), Angelo, Gordon & Co. L.P. (“AG”), the Creditors’ Committee (defined below) and JPMorgan Chase Bank, N.A. (“JPMorgan” and, together with the Debtors, Oaktree, AG and the Creditors’ Committee, the “Plan Proponents”) filed the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries with the Bankruptcy Court (as subsequently modified by the Plan Proponents, the “Plan”). On July 23, 2012 , the Bankruptcy Court issued an order confirming the Plan (the “Confirmation Order”). The Plan constitutes a separate plan of reorganization for each of the Debtors and sets forth the terms and conditions of the Debtors’ reorganization. See the “Terms of the Plan” section below for a description of the terms and conditions of the confirmed Plan. The Debtors’ plan of reorganization was the product of extensive negotiations and contested proceedings before the Bankruptcy Court, principally relating to the resolution of certain claims and causes of action arising between certain of the Company’s creditors in connection with the series of transactions (collectively, the “Leveraged ESOP Transactions”) consummated by the Predecessor and the Tribune Company employee stock ownership plan (the “ESOP”), EGI-TRB, L.L.C., a Delaware limited liability company wholly-owned by Sam Investment Trust (a trust established for the benefit of Samuel Zell and his family) (the “Zell Entity”) and Samuel Zell in 2007 . The Debtors’ emergence from bankruptcy as a restructured company was subject to the consent of the Federal Communications Commission (the “FCC”) for the assignment of the Debtors’ FCC broadcast and auxiliary station licenses to the Reorganized Debtors. On April 28, 2010 , the Debtors filed applications with the FCC to obtain FCC approval for the assignment of the FCC licenses from the Debtors as “debtors-in possession” to the Reorganized Debtors. On November 16, 2012 , the FCC released a Memorandum Opinion and order (the “Exit Order”) granting the Company’s applications to assign its broadcast and auxiliary station licenses from the debtors-in-possession to the Company’s licensee subsidiaries. In the Exit Order, the FCC granted the Reorganized Debtors a permanent newspaper/broadcast cross-ownership waiver in the Chicago market, temporary newspaper/broadcast cross-ownership waivers in the New York, Los Angeles, Miami-Fort Lauderdale and Hartford-New Haven markets and two other waivers permitting common ownership of television stations in Connecticut and Indiana. See the “FCC Regulation” section of Note 13 for further information. Following receipt of the FCC’s consent to the implementation of the Plan, but prior to the Effective Date, the Company and its subsidiaries consummated an internal restructuring, pursuant to and in accordance with the terms of the Plan. These restructuring transactions included, among other things, (i) converting certain of the Company’s subsidiaries into limited liability companies or merging certain of the Company’s subsidiaries into newly-formed limited liability companies, (ii) consolidating and reallocating certain operations, entities, assets and liabilities within the organizational structure of the Company and (iii) establishing a number of real estate holding companies. On the Effective Date, all of the conditions precedent to the effectiveness of the Plan were satisfied or waived, the Debtors emerged from Chapter 11, and the settlements, agreements and transactions contemplated by the Plan to be effected on the Effective Date were implemented, including, among other things, the appointment of a new board of directors and the initiation of distributions to creditors. As a result, the ownership of the Company changed from the ESOP to certain of the Company’s creditors on the Effective Date. On January 17, 2013 , the board of directors of Reorganized Tribune Company (the “Board”) appointed a chairman of the Board and a new chief executive officer. Such appointments were effective immediately. In connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Company was forgiven, (iii) all of the Company’s $0.01 par value common stock held by the ESOP was canceled, including the 8,294,000 of the shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012 (as further described below) and (iv) new shares of Reorganized Tribune Company were issued to shareholders who did not meet the necessary criteria to qualify as a subchapter S corporation shareholder. As a result, Reorganized Tribune Company converted from a subchapter S corporation to a C corporation under the IRC. See Note 14 for further information. On the Effective Date, the $37 million reported as common shares held by ESOP, net of unearned compensation, was eliminated and recorded as a direct adjustment to the Predecessor’s retained earnings (deficit) as part of the Successor’s adoption of fresh-start reporting. Furthermore, on the Effective Date the Predecessor Warrants (as defined and described below) were cancelled and the $225 million subordinated promissory note due December 20, 2018 (including accrued and unpaid interest) was terminated and extinguished. As a result of the cancellation of the Predecessor Warrants, the $255 million fair value attributed to the Predecessor Warrants was eliminated and recorded as a direct adjustment to the Predecessor’s retained earnings (deficit) on the Effective Date as part of the Successor’s adoption of fresh-start reporting. See Note 4 for additional information on the adoption of fresh-start reporting. Terms of the Plan —The following is a summary of the material settlements and other agreements entered into, distributions made and transactions consummated by the Company on or about the Effective Date pursuant to, and in accordance with, the terms of the Plan. The following summary only highlights certain of the substantive provisions of the Plan and is not intended to be a complete description of, or a substitute for a full and complete reading of, the Plan and the agreements and other documents related thereto, including those described below. • Cancellation of certain prepetition obligations : On the Effective Date, the Debtors’ prepetition equity (other than equity interests in subsidiaries of Tribune Company), debt and certain other obligations were cancelled, terminated and/or extinguished, including: (i) the 56,521,739 shares of the Predecessor’s $0.01 par value common stock held by the ESOP, (ii) the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders, (iii) the aggregate $225 million subordinate promissory notes (including accrued and unpaid interest) held by the Zell Entity and certain other minority interest holders, (iv) all of the Predecessor’s other outstanding notes and debentures and the indentures governing such notes and debentures (other than for purposes of allowing holders of the notes to receive distributions under the Plan and allowing the trustees for the senior noteholders and the holders of the Predecessor’s Exchangeable Subordinated Debentures due 2029 (“PHONES”) to exercise certain limited rights), and (v) the Predecessor’s prepetition credit facilities applicable to the Debtors (other than for purposes of allowing creditors under a $8.028 billion senior secured credit agreement (as amended, the “Credit Agreement”) to receive distributions under the Plan and allowing the administrative agent for such facilities to exercise certain limited rights). • Assumption of prepetition executory contracts and unexpired leases : On the Effective Date, any prepetition executory contracts or unexpired leases of the Debtors that were not previously assumed or rejected pursuant to Section 365 of the Bankruptcy Code or rejected pursuant to the Plan were deemed assumed by the applicable Reorganized Debtors, including certain prepetition executory contracts for broadcast rights. • Distributions to Creditors : On the Effective Date (or as soon as practicable thereafter), (i) holders of allowed senior loan claims received approximately $2.9 billion in cash, approximately 98.2 million shares of Common Stock and Warrants (as defined and described below), plus interests in the Litigation Trust (as defined and described below), (ii) holders of allowed claims related to a $1.6 billion twelve -month bridge facility entered into on December 20, 2007 (the “Bridge Facility”) received a pro rata share of $65 million in cash (equal to approximately 3.98% of their allowed claim) plus interests in the Litigation Trust (as defined and described below), (iii) holders of allowed senior noteholder claims (including the fee claims of indenture trustees for the senior notes) received a pro rata share of either $431 million of cash or a “strip” of consideration consisting of 6.27% of the proceeds from a term loan facility (see the “Exit Financing Facilities” section of Note 10 ), common stock or warrants in Reorganized Tribune Company and cash (collectively, a “Strip”) (on average, equal to approximately 33.3% of their allowed claim) plus interests in the Litigation Trust (as defined and described below), (iv) holders of allowed other parent claims received either (a) cash or a Strip in an amount equal to approximately 35.18% of their allowed claim plus a pro rata share of additional cash or a Strip, as applicable, of approximately $2 million or (b) cash or a Strip in an amount equal to approximately 32.73% of their allowed claim plus a pro rata share of additional cash or a Strip, as applicable, of approximately $2 million plus interests in the Litigation Trust (as defined and described below), (v) holders of allowed general unsecured claims against the Debtors other than Tribune Company and convenience claims against Tribune Company received cash in an amount equal to 100% of their allowed claim, and (vi) holders of unclassified claims, priority non-tax claims and certain other secured claims received cash in an amount equal to 100% of their allowed claim. In the aggregate, Reorganized Tribune Company distributed approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants (as defined and described below) with a fair value determined pursuant to the Plan of approximately $4.536 billion and interests in the Litigation Trust (as defined and described below). The cash distribution included the $727 million of restricted cash and cash equivalents and the proceeds from a term loan which was entered into on the Effective Date and subsequently extinguished in 2013 (see the “Exit Financing Facilities” section of Note 10 ). In addition, Reorganized Tribune Company transferred $187 million of cash to certain restricted accounts for the limited purpose of funding certain future claim payments and professional fees. In addition, on the Effective Date, letters of credit issued under the Predecessor’s debtor-in-possession facility were replaced with new letters of credit under a new revolving credit facility and subsequently terminated. All allowed priority tax and non-tax claims and other secured claims not paid on the Effective Date and subsidiary interests were reinstated and allowed administrative expense claims will be paid in full when due. • Issuance of new equity securities : Effective as of the Effective Date, Reorganized Tribune Company issued 78,754,269 shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), and 4,455,767 shares of Class B Common Stock, par value $0.001 per share (“Class B Common Stock,” and together with Class A Common Stock, “Common Stock”). Any holder (with the exception of AG, JPMorgan and Oaktree, each of which previously submitted ownership information to the FCC) who possessed greater than 4.99% of the Class A Common stock after allocation of the Warrants and holders making voluntary elections, were instead allocated Class B Common Stock until such holder’s Class A Common Stock represented no more than 4.99% of Reorganized Tribune Company’s Class A Common Stock in order to comply with the FCC ownership rules and requirements. The Class A Common Stock and Class B Common Stock generally provide identical economic rights, but holders of the Class B Common Stock have limited voting rights, including that such holders have no right to vote in the election of directors. Subject to the ownership limitation noted above, each share of Class A Common Stock is convertible into one share of Class B Common Stock and each share of Class B Common Stock is convertible into one share of Class A Common Stock, in each case, at the option of the holder at any time. In addition, on the Effective Date, Reorganized Tribune Company entered into a warrant agreement (the “Warrant Agreement”), pursuant to which Reorganized Tribune Company issued 16,789,972 warrants to purchase Common Stock (the “Warrants”). Reorganized Tribune Company issued the Warrants in lieu of Common Stock to creditors that were otherwise eligible to receive Common Stock in connection with the implementation of the Plan in order to comply with the FCC’s foreign ownership restrictions. Furthermore, pursuant to Reorganized Tribune Company’s certificate of incorporation and the Warrant Agreement, in the event Reorganized Tribune Company determines that the ownership or proposed ownership of Common Stock or Warrants, as applicable, would be inconsistent with or violate any federal communications laws, materially limit or impair any business activities or proposed business activities of Reorganized Tribune Company under any federal communications laws, or subject Reorganized Tribune Company to any regulation under any federal communications laws to which Reorganized Tribune Company would not be subject, but for such ownership or proposed ownership, Reorganized Tribune Company may, among other things: (i) require a holder of Common Stock or Warrants to promptly furnish information reasonably requested by Reorganized Tribune Company, including information with respect to citizenship, ownership structure, and other ownership interests and affiliations; (ii) refuse to permit a proposed transfer or conversion of Common Stock, or condition transfer or conversion on the prior consent of the FCC; (iii) refuse to permit a proposed exercise of Warrants, or condition exercise on the prior consent of the FCC; (iv) suspend the rights of ownership of the holders of Common Stock or Warrants; (v) require the conversion of any or all shares of Common Stock held by a stockholder into shares of any other class of capital stock of Reorganized Tribune Company with equivalent economic value, including the conversion of shares of Class A Common Stock into shares of Class B Common Stock or the conversion of shares of Class B Common Stock into shares of Class A Common Stock; (vi) require the exchange of any or all shares of Common Stock held by any stockholder of Reorganized Tribune Company for Warrants to acquire the same number and class of shares of capital stock in Reorganized Tribune Company; (vii) to the extent the foregoing are not reasonably feasible, redeem any or all such shares of Common Stock; or (viii) exercise other appropriate remedies, at law or in equity, in any court of competent jurisdiction to prevent or cure any such situation. As permitted under the Plan, the Reorganized Debtors have adopted an equity incentive plan for the purpose of granting awards to directors, officers and employees of Reorganized Tribune Company and its subsidiaries. • Registration Rights Agreement : On the Effective Date, Reorganized Tribune Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain entities related to AG (the “AG Group”), Oaktree Tribune, L.P., an affiliate of Oaktree (the “Oaktree Group”) and Isolieren Holding Corp., an affiliate of JPMorgan (the “JPM Group,” and each of the JPM Group, AG Group and Oaktree Group, a “Stockholder Group”) and certain other holders of Registrable Securities who become a party thereto. See Note 16 for further information. • Exit credit facilities : On the Effective Date, Reorganized Tribune Company entered into a $1.100 billion secured term loan facility with a syndicate of lenders led by JPMorgan (the “Term Loan Exit Facility”), the proceeds of which were used to fund certain required distributions to creditors under the Plan. In addition, on the Effective Date, Reorganized Tribune Company, along with certain of its reorganized operating subsidiaries as additional borrowers, entered into a secured asset-based revolving credit facility of up to $300 million , subject to borrowing base availability, with a syndicate of lenders led by Bank of America, N.A., to fund ongoing operations. See the “Exit Financing Facilities” section of Note 10 for further information. • Settlement of certain causes of action related to the Leveraged ESOP Transactions : The Plan provided for the settlement of certain causes of action arising in connection with the Leveraged ESOP Transactions, against the lenders under the Credit Agreement, JPMorgan as administrative agent under the Credit Agreement, the agents, arrangers, joint bookrunner and other similar parties under the Credit Agreement, the lenders under the Bridge Facility and the administrative agent under the Bridge Facility. It also included a “Step Two/Disgorgement Settlement” of claims for disgorgement of prepetition payments made by the Predecessor on account of the debt incurred in connection with the closing of the second step of the Leveraged ESOP Transactions on December 20, 2007 against parties who elected to participate in such settlement. These settlements resulted in incremental recovery to creditors other than lenders under the Credit Agreement and the Bridge Facility of approximately $521 million above their “natural” recoveries absent such settlements. • The Litigation Trust : On the Effective Date, except for those claims released as part of the settlements described above, all other causes of action related to the Leveraged ESOP Transactions held by the Debtors’ estates and preserved pursuant to the terms of the Plan (the “Litigation Trust Preserved Causes of Action”) were transferred to a litigation trust formed, pursuant to the Plan, to pursue the Litigation Trust Preserved Causes of Action for the benefit of certain creditors that received interests in the litigation trust as part of their distributions under the Plan (the “Litigation Trust”). The Litigation Trust is managed by an independent third party trustee (the “Litigation Trustee”) and advisory board and, pursuant to the terms of the agreements forming the Litigation Trust, Reorganized Tribune Company is not able to exert any control or influence over the administration of the Litigation Trust, the pursuit of the Litigation Trust Preserved Causes of Action or any other activities of the Litigation Trust. In connection with the formation of the Litigation Trust, and pursuant to the terms of the Plan, Reorganized Tribune Company entered into a credit agreement (the “Litigation Trust Loan Agreement”) with the Litigation Trust whereby Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust on the Effective Date. Subject to the Litigation Trust’s right to maintain an expense fund of up to $25 million , under the terms of the Litigation Trust Loan Agreement, the Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation Trust. Concurrent with the disbursement of the $20 million loan to the Litigation Trust on the Effective Date, the Predecessor recorded a valuation allowance of $20 million against the principal balance of the loan given the uncertainty as to the timing and amount of principal repayments to be received in the future. The charge to establish the valuation allowance is included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 (see Note 4 for further information). In addition, pursuant to certain agreements entered into between Reorganized Tribune Company and the Litigation Trust, on the Effective Date in accordance with the Plan, Reorganized Tribune Company is required to reasonably cooperate with the Litigation Trustee in connection with the Litigation Trustee’s pursuit of the Litigation Trust Preserved Causes of Action by providing reasonable access to records and information relating to the Litigation Trust Preserved Causes of Action, provided, however, that the Litigation Trust is required to reimburse Reorganized Tribune Company for reasonable and documented out-of-pocket expenses, subject to limited exceptions, in performing its obligations under such agreements up to a cap of $625,000 . Reorganized Tribune Company has the right to petition the Bankruptcy Court to increase the cap upon a showing that Reorganized Tribune Company’s costs significantly exceed $625,000 . On January 4, 2013 , Reorganized Tribune Company filed a notice with the Bankruptcy Court stating that, in the opinion of the independent valuation expert retained by Reorganized Tribune Company, the fair market value of the Litigation Trust Preserved Causes of Action as of the Effective Date was $358 million . • Other Plan provisions : The Plan and Confirmation Order also contain various discharges, injunctive provisions and releases that became operative on the Effective Date. Since the Effective Date, Reorganized Tribune Company has substantially consummated the various transactions contemplated under the Plan. In particular, Reorganized Tribune Company has made all distributions of cash, Common Stock and Warrants that were required to be made under the terms of the Plan to creditors holding allowed claims as of December 31, 2012 . Claims of general unsecured creditors that become allowed on or after the Effective Date have been or will be paid on the next quarterly distribution date after such allowance. Pursuant to the terms of the Plan, the Company is also obligated to make certain additional payments to certain creditors, including certain distributions that may become due and owing subsequent to the Effective Date and certain payments to holders of administrative expense priority claims and fees earned by professional advisors during the Chapter 11 proceedings. As described above, on the Effective Date, Reorganized Tribune Company held restricted cash of $187 million which is estimated to be sufficient to satisfy such obligations. At December 31, 2015 , restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million and is estimated to be sufficient to satisfy such obligations. If the aggregate allowed amount of the remaining claims exceeds the restricted cash held for satisfying such claims, the Company would be required to satisfy the allowed claims from its cash on hand from operations. Confirmation Order Appeals —Notices of appeal of the Confirmation Order were filed on July 23, 2012 by (i) Aurelius Capital Management, LP (“Aurelius”), on behalf of its managed entities that were holders of the Predecessor’s senior notes and PHONES and (ii) Law Debenture Trust Company of New York (“Law Debenture”), successor trustee under the indenture for the Predecessor’s prepetition 6.61% debentures due 2027 and the 7.25% debentures due 2096 , and Deutsche Bank Trust Company Americas (“Deutsche Bank”), successor trustee under the indentures for the Predecessor’s prepetition medium-term notes due 2008 , 4.875% notes due 2010 , 5.25% notes due 2015 , 7.25% debentures due 2013 and 7.5% debentures due 2023 . Additional notices of appeal were filed on August 2, 2012 by Wilmington Trust Company (“WTC”), as successor indenture trustee for the PHONES, and on August 3, 2012 by the Zell Entity (the Zell Entity, together with Aurelius, Law Debenture, Deutsche Bank and WTC, the “Appellants”). The confirmation appeals were transmitted to the United States District Court for the District of Delaware (the “Delaware District Court”) and were consolidated, together with two previously-filed appeals by WTC of the Bankruptcy Court’s orders relating to certain provisions in the Plan, under the caption Wilmington Trust Co. v. Tribune Co. ( In re Tribune Co. ), Case Nos. 12-cv-128, 12-mc-108, 12-cv-1072, 12-cv-1073, 12-cv-1100 and 12-cv-1106. Case No. 12-mc-108 was closed without disposition on January 14, 2014 . The Appellants seek, among other relief, to overturn the Confirmation Order and certain prior orders of the Bankruptcy Court, including the settlement of certain claims and causes of action related to the Leveraged ESOP Transactions that was embodied in the Plan (see above for a description of the terms and conditions of the confirmed Plan). WTC and the Zell Entity also sought to overturn determinations made by the Bankruptcy Court concerning the priority in right of payment of the PHONES and the subordinated promissory notes held by the Zell Entity and its permitted assignees, respectively. There is currently no stay of the Confirmation Order in place pending resolution of the confirmation-related appeals. In January 2013 , Reorganized Tribune Company filed a motion to dismiss the appeals as equitably moot, based on the substantial consummation of the Plan. On June 18, 2014, the Delaware District Court entered an order granting in part and denying in part the motion to dismiss. The effect of the order was to dismiss all of the appeals, with the exception of the relief requested by the Zell Entity concerning the priority in right of payment of the subordinated promissory notes held by the Zell Entity and its permitted assignees with respect to any state law fraudulent transfer claim recoveries from a Creditor Trust that was proposed to be formed under a prior version of the Plan, but was not formed under the Plan as confirmed by the Bankruptcy Court. The Delaware District Court vacated the Bankruptcy Court’s ruling to the extent it opined on that issue. On July 16, 2014, Aurelius, Law Debenture and Deutsche Bank timely appealed the Delaware District Court’s order to the U.S. Court of Appeals for the Third Circuit. On August 19, 2015, the Third Circuit affirmed the Delaware District Court’s dismissal of Aurelius’s appeal of the Confirmation Order. The Third Circuit, however, reversed the Delaware District Court’s dismissal of Law Debenture’s and Deutsche Bank’s appeals of the Confirmation Order, and remanded those appeals to the District Court for further proceedings on the merits. On September 11, 2015, the Third Circuit denied Aurelius’s petition for en banc review of the court’s decision and on January 11, 2016, Aurelius filed a petition for writ of certiorari to the U.S. Supreme Court. That petition remains pending. If the Appellants succeed on appeal, including on any appeal of the Third Circuit’s order, the Company’s financial condition may be adversely affected. Certain Causes of Action Arising From the Leveraged ESOP Transactions —On April 1, 2007 , the Predecessor’s board of directors (the “Predecessor Board”), based on the recommendation of a special committee of the Predecessor Board comprised entirely of independent directors, approved the Leveraged ESOP Transactions with the ESOP, the Zell Entity and Samuel Zell. On December 20, 2007 , the Predecessor completed the Leveraged ESOP Transactions, which culminated in the cancellation of all issued and outstanding shares of the Predecessor’s common stock as of that date, other than shares held by the Predecessor or the ESOP, and with the Predecessor becoming wholly-owned by the ESOP. The Leveraged ESOP Transactions consisted of a series of transactions that included the following: • On April 1, 2007 , the Predecessor entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GreatBanc Trust Company, not in its individual or corporate capacity, but solely as trustee of the Tribune Employee Stock Ownership Trust, a separate trust which forms a part of the ESOP, Tesop Corporation, a Delaware corporation wholly-owned by the ESOP (“Merger Sub”), and the Zell Entity (solely for the limited purposes specified therein) providing for Merger Sub to be merged with and into Tribune Company, and following such merger, the Predecessor to continue as the surviving corporation wholly-owned by the ESOP (the “Merger”). • On April 1, 2007 , the ESOP purchased 8,928,571 shares of the Predecessor’s common stock at a price of $28.00 per share. The ESOP paid for this purchase with a promissory note in the principal amount of $250 million , to be repaid by the ESOP over the 30 -year life of the loan through its use of annual contributions from the Predecessor to the ESOP and/or distributions paid on the shares of common stock held by the ESOP. Upon consummation of the Merger (as described below), the 8,928,571 shares of the Predecessor’s common stock held by t |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 5: ACQUISITIONS 2015 Acquisitions In May 2015, the Company completed the acquisitions of all issued and outstanding equity interests in Infostrada Statistics B.V. (“Infostrada Sports”), SportsDirect Inc. (“SportsDirect”) and Covers Media Group (“Covers”). In conjunction with these acquisitions, the Company launched Gracenote Sports, which is a part of the Digital and Data segment’s product offerings. Infostrada Sports and SportsDirect provide the Company with in-depth sports data, including schedules, scores, play-by-play statistics, as well as team and player information for the major professional leagues around the world, including the National Football League, Major League Baseball, National Basketball Association, National Hockey League, European Football League, and the Olympics. Covers is the operator of Covers.com, a North American online sports gaming destination for scores, odds and matchups, unique editorial analysis, and industry news coverage. In May 2015, the Company also completed an acquisition of all issued and outstanding equity interests in Enswers Inc. (“Enswers”), a leading provider of automatic content recognition technology and systems based in South Korea, which expanded the Digital and Data segment’s product offerings. The total acquisition price for Infostrada Sports, SportsDirect, Covers and Enswers was $70 million , net of cash acquired. The purchase prices for the above acquisitions were allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values and the related deferred taxes were allocated to goodwill, which will not be deductible for tax purposes due to the acquisitions being stock acquisitions. In connection with these acquisitions, the Company incurred a total of $3 million of transaction costs, which were recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations. The total purchase price for the Infostrada Sports, SportsDirect, Covers and Enswers acquisitions assigned to the acquired assets and assumed liabilities of these companies is as follows (in thousands): Consideration: Cash $ 71,768 Less: cash acquired (1,919 ) Net cash $ 69,849 Allocated Fair Value of Acquired Assets and Assumed Liabilities: Restricted cash and cash equivalents $ 404 Accounts receivable and other current assets 2,481 Property and equipment 805 Deferred tax assets 3,816 Other long term assets 157 Intangible assets subject to amortization Customer relationships (useful lives of 6 to 16 years) 17,000 Content databases (useful lives of 10 to 16 years) 13,900 Technologies (useful lives 4 to 10 years) 6,900 Trade name and trademarks (useful life of 15 years) 5,200 Non-competition agreement (useful life 5 years) 1,100 Accounts payable and other current liabilities (1,507 ) Deferred revenue (339 ) Deferred tax liabilities (10,097 ) Other liabilities (477 ) Total identifiable net assets 39,343 Goodwill 30,506 Total net assets acquired $ 69,849 The allocation presented above is based upon management’s estimate of the fair values using income, cost, and market approaches. In estimating the fair value of acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 12 years that include weighted average periods of 11 years for customer relationships, 14 years for content databases, 8 years for technologies, 15 years for trade name and trademarks, and 5 years for non-competition agreements. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, and noncontractual relationships, as well as expected future cost and revenue synergies. 2014 Acquisitions HWW Acquisition On October 1, 2014 , the Company completed an acquisition of all issued and outstanding equity interests in HWW Pty Ltd (“HWW”) for $18 million , from ninemsn Pty Limited. HWW is Australia’s leading provider of TV and movie data and expands the Digital and Data segment’s reach into the Australian TV and digital entertainment markets as well as its global dataset to include Australian TV and movie data. HWW syndicates TV and movie data to leading Australian broadcasters, pay-TV operators and on-demand services for program guides on a wide range of devices, including IPTV, cable & satellite set-top boxes, Smart TVs and mobile apps. HWW has data describing millions of TV programs and movies across more than 500 national and local TV channels in Australia and its DataGenius software platform is used to support entertainment data services across Australasia, Africa and the Middle East. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values and the related deferred taxes was allocated to goodwill, which will not be deductible for tax purposes due to the acquisition being a stock acquisition. In connection with this acquisition, the Company incurred a total of $1 million of transaction costs, which were recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations. At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands): Consideration: Cash $ 18,425 Less: cash acquired (176 ) Net cash $ 18,249 Allocated Fair Value of Acquired Assets and Assumed Liabilities: Accounts receivable and other current assets $ 780 Property and equipment 40 Intangible assets subject to amortization Technologies (useful life of 7 years) 3,600 Customer relationships (useful life of 12 years) 2,500 Content database (useful life of 5 years) 2,400 Accounts payable and other current liabilities (147 ) Deferred revenue (267 ) Deferred income taxes (2,550 ) Other liabilities (45 ) Total identifiable net assets 6,311 Goodwill 11,938 Total net assets acquired $ 18,249 The allocation presented above is based upon management’s estimate of the fair values using income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 8 years that includes 7 years for technologies, 12 years for customer relationships and a 5 year life for the content database. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies. Baseline Acquisition On August 29, 2014 , the Company completed an acquisition of all of the outstanding and issued limited liability company interests of Baseline, LLC (“Baseline”) for $49 million in cash. Baseline is a provider of film and television information and related services with movie and TV databases featuring information for more than 300,000 movie and TV projects, information on nearly 1.5 million TV and film professionals, and foreign and domestic box office data. Baseline’s licensed data powers video search and discovery features, and TV Everywhere apps for leading satellite operators, on-demand movie services, Internet companies and on-line streaming providers. Additionally, Baseline’s subscription-based content delivery platform, The Studio System , is used by major Hollywood studios, production companies and talent agencies as a primary source of business intelligence. Baseline expands the reach of the Company’s Digital and Data segment into the studio and TV network communities with data and services geared towards entertainment industry professionals. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values was allocated to goodwill. In connection with this acquisition, the Company incurred a total of $1 million of transaction costs, which were recorded in selling, general, and administrative expenses in the Company’s Consolidated Statement of Operations during the third quarter of 2014 . At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows, subject to further adjustments (in thousands): Consideration: Cash $ 48,988 Less: cash acquired (200 ) Net cash $ 48,788 Allocated Fair Value of Acquired Assets and Assumed Liabilities: Accounts receivable and other current assets $ 1,362 Other long term assets 23 Property and equipment 153 Intangible assets subject to amortization Trade name and trademarks (useful lives of 3 to 5 years) 1,000 Technologies (useful lives of 6 to 7 years) 3,200 Customer relationships (useful lives of 6 to 7 years) 7,600 Content database (useful life of 15 years) 14,000 Accounts payable and other current liabilities (561 ) Deferred revenue (700 ) Total identifiable net assets 26,077 Goodwill 22,711 Total net assets acquired $ 48,788 The allocation presented above is based upon management’s estimate of the fair values using income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 11 years that includes a weighted average 5 year life for trade name and trademarks, a weighted average 7 year life for technologies, a weighted average 6 year life for customer relationships and a 15 year life for the content database. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies. The entire amount of the purchase price allocated to intangible assets and goodwill will be deductible for income tax purposes pursuant to IRC Section 197 over a 15 year period. What’s ON Acquisition On July 4, 2014 , the Company completed an acquisition of all of the outstanding and issued equity interests of What’s On India Media Private Limited (“What’s ON”) for a purchase price of $27 million , consisting of $21 million net initial cash consideration and $6 million recorded as the net present value (“NPV”) of additional deferred payments. The acquisition of What’s ON may also include additional payments in 2016 to selling management shareholders totaling up to $4 million which will be accounted for as compensation expense as the payments are earned, in accordance with ASC Topic 805. In the second quarter of 2015, the Company made a payment of $ 4 million to selling management shareholders pursuant to the above arrangements. The Company expects to make the final additional payment in 2016. What’s ON expands the reach of the Company’s Digital and Data segment in the television search and Electronic Program Guide (“EPG”) markets as What’s ON is a leading television search and EPG data provider for India and the Middle East. As of the date of the acquisition, What’s ON offered EPG data and TV search products for 16 countries, including India, United Arab Emirates, Saudi Arabia, Jordan, Egypt, Qatar, Bahrain, Indonesia, Kenya and Sri Lanka, across 1,600 television channels and helps power more than 58 million set-top boxes through the region’s top cable and Internet protocol television services. The $27 million purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values and the related deferred taxes was allocated to goodwill, which will not be deductible for tax purposes due to the acquisition being a stock acquisition. In connection with this acquisition, the Company incurred a total of $1 million of transaction costs, which were recorded in selling, general and administrative expenses in the Company’s Consolidated Statement of Operations. At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands): Consideration: Cash $ 23,403 Less: Cash acquired (2,203 ) Plus: NPV of deferred payments 5,625 Net consideration $ 26,825 Allocated Fair Value of Acquired Assets and Assumed Liabilities Accounts receivable and other current assets $ 1,407 Other long term assets 1,009 Property and equipment 163 Intangible assets subject to amortization Trade name and trademarks (useful life of 3 years) 200 Technologies (useful lives of 6 to 7 years) 3,100 Customer relationships (useful lives of 6 to 7 years) 2,800 Non-competition agreement (useful life of 5 years) 600 Content databases (useful lives of 13 to 14 years) 7,700 Accounts payable and other current liabilities (1,437 ) Deferred income taxes (4,393 ) Total identifiable net assets 11,149 Goodwill 15,676 Total net assets acquired $ 26,825 The allocation presented above is based upon management’s estimate of the fair values using income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 10 years that includes a 3 year life for trade name and trademarks, a weighted average of 7 years for technologies, a weighted average of 7 years for customer relationships, a 5 year life for the non-competition agreement and a weighted average of 13 years for content databases. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies. Gracenote Acquisition On January 31, 2014 , the Company completed an acquisition of all of the issued and outstanding equity interests in Gracenote, Inc. (“Gracenote”) for $158 million , net of cash acquired. Gracenote, a global leader in digital entertainment data, maintains and licenses data, products and services to businesses that enable their end users to discover analog and digital media on virtually any device. The Gracenote acquisition expands the reach of the Company’s Digital and Data segment into new growth areas, including streaming music services, mobile devices and automotive infotainment. Gracenote is a leading provider of music recognition technology and is supported by the industry’s largest source of music and video data. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values and the related deferred taxes was allocated to goodwill, which will not be deductible for tax purposes due to the acquisition being a stock acquisition. In connection with this acquisition, the Company incurred a total of $4 million of transaction costs, which were recorded in selling, general and administrative expenses in the Company’s Consolidated Statement of Operations. Of the $4 million , approximately $3 million was incurred and recognized in the first quarter of 2014 and $1 million was incurred and recognized in the fourth quarter of 2013 . At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows, subject to further adjustments (in thousands): Consideration: Cash $ 160,867 Less: cash acquired (3,053 ) Net cash $ 157,814 Allocated Fair Value of Acquired Assets and Assumed Liabilities: Restricted cash and cash equivalents $ 5,283 Accounts receivable and other current assets 26,143 Property, plant and equipment 10,659 Intangible assets subject to amortization Trade name and trademarks (useful life of 15 years) 8,100 Technology (useful life of 7 to 10 years) 30,100 Customer relationships (useful life of 5 to 10 years) 33,100 Content databases (useful life of 13 years) 41,400 Deferred income tax assets 7,159 Other assets 396 Accounts payable and other current liabilities (22,299 ) Deferred income tax liabilities (41,121 ) Other liabilities (7,489 ) Total identifiable net assets 91,431 Goodwill 66,383 Total net assets acquired $ 157,814 The allocation presented above is based upon management’s estimate of the fair values using income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 11 years that includes a 15 year life for trade name and trademarks, a weighted average of 8 years for technology platforms, a weighted average of 10 years for customer relationships and a 13 year life for content databases. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies. 2013 Acquisitions Local TV Acquisition On December 27, 2013 , pursuant to a securities purchase agreement dated as of June 29, 2013 , the Company acquired all of the issued and outstanding equity interests in Local TV for $2.816 billion in cash (the “Local TV Acquisition”), net of certain final adjustments, principally funded by the Company’s Secured Credit Facility (see Note 10 ). As a result of the Local TV Acquisition, the Company became the owner of 16 television stations, including seven FOX television affiliates in Denver, Cleveland, St. Louis, Kansas City, Salt Lake City, Milwaukee and High Point/Greensboro/Winston-Salem; four CBS Corporation (“CBS”) television affiliates in Memphis, Richmond, Huntsville and Fort Smith; one American Broadcasting Company (“ABC”) television affiliates in Davenport/Moline; two National Broadcasting Company (“NBC”) television affiliates in Des Moines and Oklahoma City; and two independent television stations in Fort Smith and Oklahoma City. Concurrent with the Local TV Acquisition, pursuant to an asset purchase agreement dated as of July 15, 2013 , between the Company, an affiliate of Oak Hill Capital Partners and Dreamcatcher, an entity formed in 2013 specifically to comply with FCC cross-ownership rules related to the Local TV Acquisition, Dreamcatcher acquired the FCC licenses and certain other assets and liabilities of Local TV’s television stations WTKR-TV, Norfolk, VA, WGNT-TV, Portsmouth, VA, and WNEP-TV, Scranton, PA (collectively the “Dreamcatcher Stations”) for $27 million (collectively, the “Dreamcatcher Transaction”). The Dreamcatcher Transaction was funded by the Dreamcatcher Credit Facility which the Company has guaranteed (see Note 10 ). The Company provides certain services to support the operations of the Dreamcatcher Stations, but, in compliance with FCC regulations, Dreamcatcher has responsibility for and control over programming, finances, personnel and operations of the Dreamcatcher Stations. Pursuant to ASC Topic 805, the purchase price has been allocated to the acquired assets and liabilities of Local TV based on estimated fair values. The allocation includes the assets and liabilities of the Dreamcatcher Stations as Dreamcatcher is considered to be a VIE and the Company is the primary beneficiary of the variable interests (see below for further discussion). The allocated fair value of acquired assets and assumed liabilities is summarized as follows (in thousands): Consideration: Cash $ 2,816,101 Less: cash acquired (65,567 ) Net cash $ 2,750,534 Allocated Fair Value of Acquired Assets and Assumed Liabilities: Restricted cash and cash equivalents (1) $ 201,922 Accounts receivable and other current assets 137,377 Property and equipment 170,795 Broadcast rights 26,468 FCC licenses 126,925 Network affiliation agreements 225,400 Advertiser backlog 29,290 Retransmission consent agreements 707,000 Broadcast rights intangible assets 1,187 Other assets 5 Accounts payable and other current liabilities (50,249 ) Senior Toggle Notes (172,237 ) Contracts payable for broadcast rights (34,732 ) Broadcast rights intangible liabilities (9,344 ) Deferred income taxes (20,238 ) Other liabilities (1,185 ) Total identifiable net assets 1,338,384 Goodwill 1,412,150 Total net assets acquired $ 2,750,534 (1) As further described in Note 10 , on December 27, 2013, the Company deposited $202 million with the Trustee together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary. The allocation presented above is based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 9 years, with a weighted average of 9 years for network affiliations, a weighted average of 10 years for retransmission consent agreements, 1 year for the advertiser backlog and a weighted average of 4 years for the other intangible assets. The broadcast rights intangible liabilities will be amortized over the remaining weighted average contractual period of 7 years. Acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future synergies. Substantially all of the goodwill associated with the Local TV Acquisition is expected to be deductible for tax purposes. Dreamcatcher —Dreamcatcher was formed in 2013 specifically to comply with FCC cross-ownership rules related to the Local TV Acquisition. On December 27, 2013 , Dreamcatcher acquired the FCC licenses, retransmission consent agreements, network affiliation agreements, contracts for broadcast rights and selected personal property (including transmitters, antennas and transmission lines) of the Dreamcatcher Stations for $27 million , funded by borrowings under the Dreamcatcher Credit Agreement (see Note 10 ). In connection with Dreamcatcher’s operation of the Dreamcatcher Stations, the Company entered into shared services agreements (“SSAs”) with Dreamcatcher pursuant to which it provides technical, promotional, back-office, distribution and limited programming services to the Dreamcatcher Stations in exchange for the Company’s right to receive certain payments from Dreamcatcher after satisfaction of operating costs and debt obligations. Pursuant to the SSAs, Dreamcatcher is guaranteed a minimum annual cumulative net cash flow of $0.2 million . The Company’s consolidated financial statements as of and for the years ended December 31, 2015 , December 28, 2014 and December 29, 2013 include the results of operations and the financial position of Dreamcatcher, a fully-consolidated VIE. For financial reporting purposes, Dreamcatcher is considered a VIE as a result of (1) shared service agreements that the Company has with the Dreamcatcher Stations, (2) the Company’s guarantee of the obligations incurred under the Dreamcatcher Credit Facility (see Note 10 ), (3) the Company having power over significant activities affecting Dreamcatcher’s economic performance, and (4) purchase option granted by Dreamcatcher which permits the Company to acquire the assets and assume the liabilities of each Dreamcatcher Station at any time, subject to FCC’s consent and other conditions described below. The purchase option is freely exercisable or assignable by the Company without consent or approval by Dreamcatcher or its members for consideration equal to the total outstanding balance of debt guaranteed by the Company, plus a fixed escalation fee. Substantially all of Dreamcatcher’s assets, except for its FCC licenses, collateralize its secured debt obligations under the Dreamcatcher Credit Facility and is guaranteed by the Company. Net revenues of the Dreamcatcher stations included in the Company’s Consolidated Statements of Operations for the year ended December 31, 2015 and December 28, 2014 were $65 million and $67 million , respectively, and operating profit was $12 million and $13 million , respectively. Dreamcatcher’s operating results are not material to the Company as a whole for the year ended December 29, 2013 . The Company’s Consolidated Balance Sheet as of December 31, 2015 and December 28, 2014 includes the following assets and liabilities of the Dreamcatcher stations (in thousands): December 31, 2015 December 28, 2014 Property, plant and equipment, net $ 371 $ 999 Broadcast rights 2,748 2,869 Other intangible assets, net 92,970 103,500 Other assets 111 124 Total Assets $ 96,200 $ 107,492 Debt due within one year $ 4,037 $ 4,034 Contracts payable for broadcast rights 3,016 6,552 Long-term debt 14,831 19,880 Other liabilities 55 157 Total Liabilities $ 21,939 $ 30,623 Other Acquisitions The Company’s other acquisitions in 2014 and 2013 were not significant. The results of the other acquired companies and the related transaction costs were not material to the Company’s consolidated financial statements in each respective period and were included in the Consolidated Statements of Operations since their respective dates of acquisition. Information for acquisitions made in 2014 and 2013 (excluding those listed above) is as follows (in thousands): 2014 2013 Fair value of assets acquired (1) $ 2,000 $ 3,095 Liabilities assumed — 1,297 Net cash paid $ 2,000 $ 1,798 (1) Includes intangible assets, net of acquisition-related deferred taxes. Unaudited Pro Forma Information Pursuant to ASC Topic 805, the following table sets forth unaudited pro forma results of operations from continuing operations of the Company assuming that the Gracenote acquisition occurred on December 31, 2012, the first day of the Company’s 2013 fiscal year and assuming that the Local TV Acquisition, along with transactions necessary to finance the acquisition and the elimination of certain nonrecurring items, occurred on December 26, 2011, the first day of the Company’s 2012 fiscal year and were fully attributed to the results from continuing operations (in thousands, except per share data): 2014 2013 Total revenues $ 1,961,788 $ 1,814,545 Income from continuing operations $ 466,690 $ 146,938 Basic earnings per common share from continuing operations $ 4.66 $ 1.47 Diluted earnings per common share from continuing operations $ 4.65 $ 1.47 The above selected unaudited pro forma financial information is presented for illustrative purposes only and is based on historical results of continuing operations, adjusted for the allocation of the purchase price and other acquisition accounting adjustments, and is not necessarily indicative of results had the Company operated the acquired businesses as of the beginning of the respective prior periods, as described above. The pro forma amounts reflect adjustments to depreciation expense, amortization of intangibles and amortization of broadcast rights intangibles related to the fair value adjustments of the assets acquired, additional interest expense related to the financing of the transactions, exclusion of nonrecurring financing costs, and the related tax effects of the adjustments. In connection with the Gracenote and Local TV acquisitions, the Company incurred a total of $4 million and $17 million , respectively, of costs primarily related to legal and other professional services, which were recorded in selling, general and administrative expenses. Pursuant to the pro forma disclosure requirements of ASC Topic 805, these transaction costs are shown as if incurred at the beginning of the comparable prior year. Acquisitions Distributed in the Publishing Spin-off Landmark Acquisition On May 1, 2014 , the Company completed an acquisition of the issued and outstanding limited liability company interests of Capital-Gazette Communications, LLC and Landmark Community Newspapers of Maryland, LLC from Landmark Media Enterprises, LLC (the “Landmark Acquisition”) which were subsequently distributed to Tribune Publishing in conjunction with the Publishing Spin-off, for $29 million in cash. As the Landmark acquisition was distributed to Tribune Publishing in the Publishing Spin-off, the results of operations attributable to Landmark from the date of acquisition are reflected within discontinued operations for the periods prior to the Publishing Spin-off. At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands): Consideration: Cash $ 28,983 Less: cash acquired (2 ) Net cash $ 28,981 Allocated Fair Value of Acquired Assets and Assumed Liabilities: Accounts receivable and other current assets $ 2,942 Property, plant and equipment 560 Intangible assets subject to amortization Trade names and trademarks (useful life of 20 years) 7,500 Advertiser relationships (useful life of 12 years) 6,500 Other customer relationships (useful life of 7 years) 2,500 Accounts payable and other current liabilities (3,961 ) Total identifiable net assets 16,041 Goodwill 12,940 Total net assets acquired $ 28,981 The allocation presented above is based upon management’s estimate of the fair values using the income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. Prior to the Publishing Spin-off, the acquired definite-lived intangible assets were expected to be amortized over a total weighted average period of 15 years that includes a 20 year life for trade names and trademarks, a 12 year life for advertiser relationships and a 7 year life for customer relationships. The acquired property and equipment were expected to be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the ident |
Changes in Operations and Non-o
Changes in Operations and Non-operating Items | 12 Months Ended |
Dec. 31, 2015 | |
Changes in Operations and Non-Operating Items [Abstract] | |
Operating And Non Operating Activities Disclosure | NOTE 6: CHANGES IN OPERATIONS AND NON-OPERATING ITEMS Employee Reductions —The Company identified reductions in its staffing levels of approximately 105 positions in 2015 , 230 positions in 2014 and 60 positions in 2013 . The Company recorded pretax charges for severance and related expenses totaling $6 million in 2015 ( $2 million at Television and Entertainment, $1 million at Digital and Data and $3 million at Corporate and Other), $7 million in 2014 ( $2 million at Television and Entertainment, $4 million at Digital and Data and $1 million at Corporate and Other) and $3 million in 2013 ( $2 million at Television and Entertainment, $0.3 million at Digital and Data and $1 million at Corporate and Other). These charges are included in selling, general and administrative expenses in the Consolidated Statements of Operations. Severance and related expenses included in income (loss) from discontinued operations, net of taxes totaled $6 million and $17 million in 2014 and 2013 , respectively. The accrued liability for severance and related expenses is reflected in employee compensation and benefits in the Company’s Consolidated Balance Sheets and was $4 million and $3 million at December 31, 2015 and December 28, 2014 , respectively. Changes to the accrued liability for severance and related expenses were as follows (in thousands): Balance at December 29, 2013 $ 11,640 Additions 12,176 Payments (15,895 ) Liability distributed in Publishing Spin-Off (5,308 ) Balance at December 28, 2014 $ 2,613 Additions 5,943 Payments (4,103 ) Balance at December 31, 2015 $ 4,453 Non-Operating Items —Non-operating items for 2015 , 2014 and 2013 are summarized as follows (in thousands): 2015 2014 2013 Loss on extinguishment of debt $ (37,040 ) $ — $ (28,380 ) Gain on investment transactions, net 12,173 372,485 150 Other non-operating gain (loss), net 8,140 (4,804 ) (1,492 ) Total non-operating items $ (16,727 ) $ 367,681 $ (29,722 ) Non-operating items in 2015 included a $37 million pretax loss on the extinguishment of the Former Term Loan Facility (as defined and described in Note 10 ), which includes the write-off of unamortized debt issuance costs and discounts. See Note 10 for further information on the extinguishment of the Former Term Loan Facility. Gain on investment transactions, net in 2015 included a pretax gain of $8 million for an additional cash distribution from CV pursuant to the collection of a contingent receivable subsequent to the Company’s sale of its interest in CV and a pretax gain of $3 million on the sale of the Company’s 3% interest in NHLLC on September 2, 2015. See Note 9 for further information on the additional cash distribution from CV and the sale of NHLLC. Other non-operating items in 2015 included a $9 million favorable workers’ compensation reserve adjustment related to businesses divested by the Company in prior years and a $2 million non-cash pretax charge to write off a convertible note receivable resulting from a decline in the fair value of the convertible note receivable that the Company determined to be other than temporary. The convertible note receivable constitutes a nonfinancial asset measured at fair value on a nonrecurring basis in the Company’s Consolidated Balance Sheet and is classified as Level 3 assets in the fair value hierarchy’s established under ASC Topic 820, “Fair Value Measurement and Disclosures.” See Note 11 for a description of the hierarchy’s three levels. Non-operating items in 2014 included a pretax gain of $372 million on the sale of the Company’s 27.8% interest in CV on October 1, 2014 . The Company’s portion of the proceeds from the transaction was $686 million , of which $28 million was held in escrow and paid in the fourth quarter of 2015. See Note 9 for further information on the sale of CV. Other non-operating loss in 2014 included a $3 million non-cash pretax charge to write down convertible notes receivable related to one of the Company’s equity method investments. This write-down resulted from declines in the fair value of the convertible notes receivable that the Company determined to be other than temporary. The convertible notes receivable constitute nonfinancial assets measured at fair value on a nonrecurring basis in the Company’s Consolidated Balance Sheet and are classified as Level 3 assets in the fair value hierarchy’s established under ASC Topic 820. See Note 11 for a description of the hierarchy’s three levels. Non-operating items in 2013 included a $28 million pretax loss on the extinguishment of the Exit Financing Facilities (as defined and described in Note 10 ), which includes the write-off of unamortized debt issuance costs and discounts of $17 million and a prepayment premium of $11 million . See Note 10 for further information on the extinguishment of the Exit Financing Facilities. |
Assets Held For Sale and Sales
Assets Held For Sale and Sales of Real Estate Assets (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Assets Held For Sale and Sales of Real Estate [Abstract] | |
Assets Held For Sale and Sales of Real Estate [Text Block] | NOTE 7 : ASSETS HELD FOR SALE AND SALES OF REAL ESTATE Assets Held for Sale —Assets held for sale consisted of the following (in thousands): December 31, 2015 December 28, 2014 Real estate $ 206,422 $ 5,645 During the third quarter of 2015, the Company began the process of marketing the north block of its Los Angeles Times Square property located in Los Angeles, CA which has an aggregate carrying value of $41 million for land, building and improvements. On December 28, 2015, the Company entered into an agreement to sell the property which is subject to certain adjustments and customary closing conditions. There can be no assurance that such sale will be completed in a timely manner or at all. In the fourth quarter of 2015, the Company began the process to sell one of its properties, Tribune Tower, located in Chicago, IL. Tribune Tower has an aggregate carrying value of $107 million for land, building and improvements. Additionally, as of December 31, 2015, the Company was in the process of selling a production facility located in Los Angeles, CA leased to Tribune Publishing with a carrying value of $58 million . The combined net carrying value of $206 million for the properties held for sale is included in assets held for sale in the Company’s Consolidated Balance Sheet at December 31, 2015. In the fourth quarter of 2015, the Company identified several properties that it expects to place on the market in 2016. Although these properties did not meet all conditions to be classified as held for sale as of December 31, 2015, the Company was required to assess the properties for impairment pursuant to ASC Topic 360 due to management’s expectation that it is more likely than not that properties will be held for sale in 2016. As a result of this assessment, the Company recorded an impairment charge of $7 million related to certain properties that is included in selling, general and administrative expenses. As of December 28, 2014 , the Company was in the process of selling three idle properties located in Bel Air, MD, Newport News, VA and Portsmouth, VA, which had an aggregate carrying value of land, building and improvements of $6 million . In 2014, the Company recorded impairment charges totaling $4 million to write down the value of properties held for sale to their estimated fair value, less the expected selling costs. Sales of Real Estate —On December 19, 2014 , the Company closed a transaction to sell the production facility in Baltimore, MD leased to Tribune Publishing for net proceeds of approximately $45 million and recorded a pretax gain of $21 million that is included in selling, general and administrative expenses in the Company’s Consolidated Statement of Operations. Additionally, during 2014, the Company sold two idle properties for net proceeds of approximately $5 million and recorded a net gain of less than $1 million that is also included in selling, general and administrative expenses. During 2015, the Company sold Bel Air, MD and Newport News, VA properties for net proceeds of approximately $5 million and recorded a net loss of less than $1 million that is included in selling, general and administrative expenses. |
Goodwill, Other Intangible Asse
Goodwill, Other Intangible Assets and Intangible Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Other Intangible Assets and Intangible Liabilities | NOTE 8: GOODWILL, OTHER INTANGIBLE ASSETS AND INTANGIBLE LIABILITIES Goodwill and other intangible assets consisted of the following (in thousands): December 31, 2015 December 28, 2014 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Other intangible assets subject to amortization (1) Affiliate relationships (useful life of 16 years) $ 212,000 $ (39,750 ) $ 172,250 $ 212,000 $ (26,500 ) $ 185,500 Advertiser relationships (useful life of 8 years) 168,000 (63,000 ) 105,000 168,000 (42,000 ) 126,000 Network affiliation agreements (useful life of 5 to 16 years) 362,000 (92,113 ) 269,887 362,000 (50,485 ) 311,515 Retransmission consent agreements (useful life of 7 to 12 years) 830,100 (196,955 ) 633,145 830,100 (106,897 ) 723,203 Other customer relationships (useful life of 3 to 16 years) 114,827 (23,315 ) 91,512 99,528 (12,632 ) 86,896 Content Databases (useful lives of 5 to 16) 134,299 (23,623 ) 110,676 122,400 (13,001 ) 109,399 Other technology (useful life of 4 to 10 years) 47,011 (9,733 ) 37,278 41,385 (4,022 ) 37,363 Trade names and trademarks (useful life of 3 to 15 years) 13,853 (1,625 ) 12,228 9,300 (597 ) 8,703 Other (useful life of 3 to 11 years) 16,337 (5,514 ) 10,823 10,770 (2,955 ) 7,815 Total $ 1,898,427 $ (455,628 ) 1,442,799 $ 1,855,483 $ (259,089 ) 1,596,394 Other intangible assets not subject to amortization FCC licenses 782,600 786,600 Trade name 14,800 14,800 Total other intangible assets, net 2,240,199 2,397,794 Goodwill Television and Entertainment 3,220,300 3,601,300 Digital and Data 341,512 316,836 Total goodwill 3,561,812 3,918,136 Total goodwill and other intangible assets $ 5,802,011 $ 6,315,930 The changes in the carrying amounts of intangible assets during the years ended December 31, 2015 and December 28, 2014 were as follows (in thousands): Television and Entertainment Digital and Data Discontinued Operations Total Other intangible assets subject to amortization Balance as of December 29, 2013 $ 1,551,599 $ 103,062 $ 28,682 $ 1,683,343 Acquisitions (1) — 161,900 17,009 178,909 Amortization (2) (198,441 ) (21,255 ) (4,191 ) (223,887 ) Balance sheet reclassifications (3) (291 ) — — (291 ) Distributed in Publishing Spin-off — — (41,500 ) (41,500 ) Foreign currency translation adjustment — (180 ) — (180 ) Balance as of December 28, 2014 $ 1,352,867 $ 243,527 $ — $ 1,596,394 Acquisitions (1) — 49,100 — 49,100 Amortization (2) (167,321 ) (29,314 ) — (196,635 ) Balance sheet reclassifications (3) (331 ) — — (331 ) Foreign currency translation adjustment — (5,729 ) — (5,729 ) Balance as of December 31, 2015 $ 1,185,215 $ 257,584 $ — $ 1,442,799 Other intangible assets not subject to amortization Balance as of December 29, 2013 $ 801,400 $ — $ 31,800 $ 833,200 Distributed in Publishing Spin-off — — (31,800 ) (31,800 ) Balance as of December 28, 2014 $ 801,400 $ — $ — $ 801,400 Impairment charge (4,000 ) — — (4,000 ) Balance as of December 31, 2015 $ 797,400 $ — $ — $ 797,400 Goodwill Balance as of December 29, 2013 $ 3,601,300 $ 198,565 $ 15,331 $ 3,815,196 Acquisitions (1) — 118,378 20,119 138,497 Distributed in Publishing Spin-off — — (35,450 ) (35,450 ) Foreign currency translation adjustment — (107 ) — (107 ) Balance as of December 28, 2014 $ 3,601,300 $ 316,836 $ — $ 3,918,136 Acquisitions (1) — 30,616 — 30,616 Foreign currency translation adjustment — (5,940 ) — (5,940 ) Impairment charge (381,000 ) — — (381,000 ) Balance as of December 31, 2015 $ 3,220,300 $ 341,512 $ — $ 3,561,812 Total goodwill and other intangible assets as of December 31, 2015 $ 5,202,915 $ 599,096 $ — $ 5,802,011 (1) Acquisitions include the purchase of certain intellectual property on July 1, 2015 for $5 million which will be amortized over a three year period. See Note 5 for additional information regarding other acquisitions. (2) Amortization of intangible assets includes $1 million related to lease contract intangible assets and is recorded in cost of sales or selling, general and administrative expense, if applicable, in the Consolidated Statements of Operations. (3) Represents net reclassifications which are reflected as an increase to broadcast rights assets in the Consolidated Balance Sheets at December 31, 2015 and December 28, 2014 . As described in Note 4 , the Company recorded contract intangible liabilities totaling $227 million in connection with the adoption of fresh-start reporting on the Effective Date. Of this amount, approximately $226 million was related to contracts for broadcast rights programming not yet available for broadcast. In addition, the Company recorded $9 million of intangible liabilities related to contracts for broadcast rights programming in connection with the Local TV Acquisition on December 27, 2013 (see Note 5 ). These intangible liabilities are reclassified as a reduction of broadcast rights assets in the Consolidated Balance Sheet as the programming becomes available for broadcast and subsequently amortized as a reduction of programming expenses in the Consolidated Statement of Operations in accordance with the Company’s methodology for amortizing the related broadcast rights. The Company’s intangible liabilities subject to amortization consisted of the following (in thousands): December 31, 2015 December 28, 2014 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Intangible liabilities subject to amortization Broadcast rights intangible liabilities $ 80,440 $ (66,729 ) $ 13,711 $ 102,373 $ (68,059 ) $ 34,314 Lease contract intangible liabilities 209 (148 ) 61 209 (98 ) 111 Total intangible liabilities subject to amortization $ 80,649 $ (66,877 ) $ 13,772 $ 102,582 $ (68,157 ) $ 34,425 The net changes in the carrying amounts of intangible liabilities during 2014 and 2015 were as follows (in thousands): Television and Entertainment Discontinued Operations Total Intangible liabilities subject to amortization Balance at December 29, 2013 $ 193,402 $ 328 $ 193,730 Amortization (37,351 ) (94 ) (37,445 ) Balance sheet reclassifications (1) (121,626 ) — (121,626 ) Distributed in Publishing Spin-off — (234 ) (234 ) Balance at December 28, 2014 $ 34,425 $ — $ 34,425 Amortization (16,385 ) — (16,385 ) Balance sheet reclassifications (1) (4,268 ) — (4,268 ) Balance at December 31, 2015 $ 13,772 $ — $ 13,772 (1) Represents net reclassifications which are reflected as a reduction of broadcast rights assets in the Company’s Consolidated Balance Sheet at December 31, 2015 . Amortization expense relating to amortizable intangible assets, excluding lease contract intangible assets, is expected to be approximately $198 million in each of 2016 and 2017 , $197 million in 2018 , $169 million in 2019 , and $161 million in 2020 . Amortization of broadcast rights contract intangible assets and liabilities is expected to result in a net reduction in broadcast rights expense of approximately $11 million in 2016 , $1 million in each of 2017 and 2018 and less than $1 million in each of 2019 and 2020. Impairment of Goodwill and Other Indefinite-lived Intangible Assets —As disclosed in Note 1 , the Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 350. In the fourth quarter of 2015 , the Company conducted its annual goodwill impairment test utilizing the two-step impairment test in accordance with ASC Topic 350. As a result of the impairment review, the Company recorded a non-cash impairment charge of $381 million to write down its cable reporting unit goodwill (a reporting unit within the Television and Entertainment reportable segment). During 2015, the Company accelerated the pace of the transformation of the Company’s national general entertainment cable network, WGN America, from a superstation to a cable network. This transformation led to a strategic shift in the operations of WGN America with a renewed focus on increased household distribution and high quality syndicated and original programming that has resulted in higher carriage fee revenues and higher programming and other costs. The recent performance of the new programming has not met expectations resulting in lower than expected advertising revenues, lower margins and lower current and expected future cash flows than those used to originally record the goodwill in connection with the adoption of fresh-start reporting by Reorganized Tribune Company in December 2012. In connection with the goodwill impairment test, the fair value of the cable reporting unit was determined with consideration of both the income and the market valuation approaches. Under the income approach, the fair value is based on projected future discounted cash flows, which requires management’s assumptions of projected revenues and related growth rates, operating margins, cash payments for broadcast rights, discount rates and terminal growth rates. The Company projected cash flows for 10 years and then applied a terminal growth rate. Key assumptions included a 10.5% discount rate and a terminal growth rate of 2% for its owned cable operations. The Company’s investment in TV Food Network included in the cable reporting unit was valued using the market approach to estimate its fair value by comparison to trading multiples of similar cable networks. As a result of this assessment, it was determined that the carrying value of the cable reporting unit exceeded the estimated fair value. Accordingly, a second step of the goodwill impairment test (“Step 2”) was performed specific to the cable reporting unit which compared the implied fair value of the goodwill to the carrying value of such goodwill. Under Step 2, the estimated fair value of goodwill of a reporting unit is determined by calculating the residual fair value that remains after the total estimated fair value of the reporting unit is allocated to its net assets other than goodwill. Other significant intangible assets that were identified and ascribed value as part of the Step 2 included affiliate relationships, advertiser relationships and a trade name. Based on this analysis, the carrying value of the cable reporting unit goodwill exceeded its implied value by $381 million and consequently, the Company recorded an impairment charge of that amount in the Consolidated Statement of Operations for the year ended December 31, 2015. Following the impairment charge, the carrying value of the goodwill at the cable reporting unit was $723 million at December 31, 2015 . There were no goodwill impairment charges recorded in 2014 or 2013. In the fourth quarter of 2015 and 2013 , the Company recorded a non-cash pretax impairment charge of $4 million and $1 million within the Television and Entertainment segment, respectively, related to the Company’s FCC licenses. No impairment charges were recorded in 2014. The estimated fair value of each of the Company’s FCC licenses was based on discounted future cash flows for a hypothetical start-up television station in the respective market that achieves and maintains an average revenue share for four years and has an average cost structure. The impairment charge in 2015 related to one market primarily due to a decline in estimated future market revenues available to a hypothetical start-up television station in this market. For the Company’s FCC licenses, significant assumptions also include start-up operating costs for an independent station, initial capital investments and market revenue forecasts. The Company utilized a 10% discount rate and terminal growth rates ranging from 1.75% to 2.25% to estimate the fair values of its FCC licenses in the fourth quarter of 2015 . Fair value estimates for each of the Company’s indefinite-lived intangible assets are inherently sensitive to changes in these estimates, particularly with respect to the FCC licenses. FCC licenses evaluated for impairment under ASC 350 in the fourth quarter of 2013 excluded the FCC licenses recorded in connection with the Local TV Acquisition (see Note 5 ). The Company’s fourth quarter 2013 impairment review determined that the FCC license in one of the Company’s markets was impaired. This impairment was primarily due to a decline in market share for a hypothetical start-up television station in this market. The Company’s FCC licenses and trade name constitute nonfinancial assets measured at fair value on a nonrecurring basis in the Company’s Consolidated Balance Sheets. These nonfinancial assets are classified as Level 3 assets in the fair value hierarchy established under ASC Topic 820. See Note 11 for a description of the hierarchy’s three levels. The determination of estimated fair values of goodwill and other indefinite-lived intangible assets requires many judgments, assumptions and estimates of several critical factors, including projected revenues and related growth rates, projected operating margins and cash flows, estimated income tax rates, capital expenditures, market multiples and discount rates, as well as specific economic factors such as market share for broadcasting and royalty rates for the trade name intangible. Adverse changes in expected operating results and/or unfavorable changes in other economic factors could result in additional non-cash impairment charges in the future under ASC Topic 350. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2015 | |
Investments [Abstract] | |
Investments | NOTE 9: INVESTMENTS Investments consisted of the following (in thousands): December 31, 2015 December 28, 2014 Equity method investments $ 1,668,316 $ 1,689,996 Cost method investments 20,868 18,238 Marketable equity securities 3,516 8,958 Total investments $ 1,692,700 $ 1,717,192 Equity Method Investments —The Company’s equity method investments at December 31, 2015 included the following private companies: Company % Owned CareerBuilder, LLC 32% Dose Media, LLC 25% Television Food Network, G.P. 31% TKG Internet Holdings II LLC 43% Income from equity investments, net reported in the Company’s Consolidated Statements of Operations consisted of the following (in thousands): 2015 2014 2013 Income from equity investments, net, before amortization of basis difference $ 201,207 $ 379,048 $ 243,528 Amortization of basis difference (1) (54,248 ) (142,335 ) (98,287 ) Income from equity investments, net $ 146,959 $ 236,713 $ 145,241 (1) Amortization of basis difference for the year ended December 28, 2014 includes $85 million related to the sale by CV of its Apartments.com business. As discussed in Note 4 , the carrying value of the Company’s investments was increased by $1.615 billion to a fair value aggregating $2.224 billion as of the Effective Date. Of the $1.615 billion increase, $1.108 billion was attributable to the Company’s share of theoretical increases in the carrying values of the investees’ amortizable intangible assets had the fair value of the investments been allocated to the identifiable intangible assets of the investees’ in accordance with ASC Topic 805. The remaining $507 million of the increase was attributable to goodwill and other identifiable intangibles not subject to amortization, including trade names. The Company amortizes the differences between the fair values and the investees’ carrying values of the identifiable intangible assets subject to amortization and records the amortization (the “amortization of basis difference”) as a reduction of income on equity investments, net in its Consolidated Statements of Operations. The identifiable net intangible assets subject to amortization of basis difference have a weighted average remaining useful life of approximately 16 years as of December 31, 2015 . Cash distributions from the Company’s equity method investments were as follows (in thousands): 2015 2014 2013 Total cash distributions from equity investments (1) $ 180,207 $ 370,310 $ 207,994 (1) Cash distributions for the year ended December 28, 2014 included $160 million for the Company’s share of the proceeds from the sale by CV of its Apartments.com business. This distribution is presented as an investing activity in the Company’s Consolidated Statement of Cash Flows for the year ended December 28, 2014 . Certain distributions received from the Company’s investments in CareerBuilder, LLC (“CareerBuilder”) and CV in 2015 , 2014 and 2013 exceeded the Company’s cumulative earnings in each of these equity investments or, in the case of the Apartments.com sale by CV, represented a discrete distribution from an investing activity. As a result, the Company determined that these distributions were a return of investment and, therefore, presented such distributions totaling $10 million in 2015 , $181 million in 2014 and $54 million in 2013 as an investing activity in the Company’s Consolidated Statements of Cash Flows for 2015 , 2014 and 2013 . See below for further discussion on these distributions. TV Food Network —The Company’s 31% investment in TV Food Network totaled $1.314 billion and $1.354 billion (as adjusted for the application of fresh-start reporting as described above) at December 31, 2015 and December 28, 2014 , respectively. The Company recognized equity income from TV Food Network of $126 million in 2015 , $122 million in 2014 and $96 million in 2013 . The Company received cash distributions from TV Food Network totaling $164 million in 2015 , $189 million in 2014 and $154 million in 2013 . TV Food Network owns and operates “The Food Network”, a 24-hour lifestyle cable television channel focusing on food and related topics. TV Food Network also owns and operates “The Cooking Channel”, a cable television channel primarily devoted to cooking instruction, food information and other related topics. TV Food Network’s programming is distributed by cable and satellite television systems. On December 12, 2013, the Company and Scripps Networks Interactive, Inc. (“Scripps”), entered into a settlement agreement to resolve certain matters related to the calculation and amount of a management fee charged by Scripps to TV Food Network for certain shared costs for years 2011 and 2012 as well as to resolve the amount and methodology for calculating the management fee for years 2013 and 2014. As a result of the settlement, the Company received a distribution of $12 million in January 2014 related to previously calculated management fees for years 2011 and 2012. This distribution was reflected as an increase to income on equity investments, net in the Company’s Consolidated Statement of Operations for the year ended December 29, 2013. The partnership agreement governing TV Food Network provides that the partnership shall, unless certain actions are taken by the partners, dissolve and commence winding up and liquidating TV Food Network upon the first to occur of certain enumerated liquidating events, one of which is a specified date of December 31, 2016 . The Company would be entitled to its proportionate share of distributions to partners in the event of a liquidation, which the partnership agreement provides would occur as promptly as is consistent with obtaining fair market value for the assets of TV Food Network. The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances. CareerBuilder —The Company’s 32% investment in CareerBuilder totaled $331 million and $328 million at December 31, 2015 and December 28, 2014 , respectively. The Company recognized equity income from CareerBuilder of $21 million in 2015 , $39 million in 2014 and $28 million in 2013 . The Company received cash distributions from CareerBuilder totaling $16 million in 2015 , $14 million in 2014 and $29 million in 2013 . CareerBuilder is a global leader in human capital solutions, helping companies target, attract and retain talent. Its website, CareerBuilder.com, is a leading job website in North America. CareerBuilder also operates websites in the United States, Europe, Canada, Asia and South America. Prior to the Publishing Spin-off, the Company recorded revenue related to CareerBuilder classified advertising products placed on affiliated digital platforms. Such amounts totaled of $24 million for 2014 and $44 million for 2013 and are included in income (loss) from discontinued operations, net of taxes. Dose Media, LLC —On November 25, 2015, the Company acquired a 25% interest in Dose Media, LLC (“Dose Media”) for $15 million . Dose Media is a digital media company that owns and operates numerous websites, including Dose.com and OMGFacts.com whose proprietary predictive technology is designed to detect stories that generate significant viewership. Classified Ventures —On October 1, 2014, the Company sold its entire 27.8% equity interest in CV to TEGNA. As part of the transaction, TEGNA acquired the equity interests of the other partners and thereby acquired full ownership of CV. CV was valued at $2.5 billion for purposes of the transaction and gross proceeds of $1.8 billion were paid to the selling partners at closing. The Company’s portion of the proceeds from the transaction was $686 million before taxes ( $426 million after taxes), of which $28 million was held in escrow and paid in the fourth quarter of 2015. The Company’s pretax gain on the sale of CV recognized in the fourth quarter of 2014 was $372 million . Prior to closing, CV made a final distribution of all cash on hand from operations to the current owners. The Company’s portion of this final distribution was $6 million , which is in addition to estimated proceeds from the sale transaction. On April 2, 2015, the Company received an additional cash distribution of $8 million pursuant to CV’s collection of a contingent receivable, which is reflected as a non-operating gain in the Company’s Consolidated Statement of Operations for the year ended December 31, 2015 . On April 1, 2014, CV sold its Apartments.com business to CoStar Group, Inc. for $585 million in cash. The Company’s share of the proceeds from the transaction was approximately $160 million before taxes, which was distributed at closing. In connection with the sale, the Company recorded equity income of $72 million , net of amortization of basis difference of $85 million related to intangible assets of the Apartments.com business, in its Consolidated Statement of Operations for the year ended December 28, 2014. The Company recognized equity income from CV of $77 million in 2014 and $23 million in 2013 . The Company received cash distributions from CV totaling $166 million in 2014 and $25 million in 2013. Prior to the Publishing Spin-off the Company recorded revenue related to CV classified advertising products placed on affiliated digital platforms. Such amounts totaled approximately $44 million for 2014 and $71 million for 2013 and are included in income (loss) from discontinued operations, net of taxes. Summarized Financial Information —Summarized financial information for TV Food Network is as follows (in thousands): Fiscal Year 2015 2014 2013 Revenues, net $ 1,099,307 $ 1,070,671 $ 1,031,320 Operating income $ 548,919 $ 534,477 $ 520,942 Net income $ 561,657 $ 549,058 $ 511,235 December 31, 2015 December 28, 2014 Current assets $ 750,425 $ 708,988 Non-current assets $ 173,513 $ 156,580 Current liabilities $ 87,341 $ 63,257 Non-current liabilities $ 541 $ 619 Summarized financial information for CareerBuilder, Dose Media and CV is as follows (in thousands): Fiscal Year 2015 2014 2013 Revenues, net (1)(2) $ 698,041 $ 1,063,321 $ 1,096,799 Operating income from continuing operations (1)(2) $ 84,199 $ 147,165 $ 183,800 Net income (2)(3) $ 80,280 $ 713,108 $ 224,052 (1) Revenues and operating income that relate to CV include results through October 1, 2014 and are presented exclusive of discontinued operations related to Apartments.com, which was sold by CV on April 1, 2014. See above for further information. (2) On November 25, 2015, the Company acquired a 25% interest in Dose Media. As results of operations from date of acquisition are not material to the Company, they are not included in the above table. (3) Net income that relates to CV include results through October 1, 2014. See above for further information. December 31, 2015(1)(2) December 28, 2014(1) Current assets $ 266,390 $ 200,006 Non-current assets $ 459,718 $ 492,769 Current liabilities $ 190,977 $ 201,517 Non-current liabilities $ 24,745 $ 21,231 Redeemable non-controlling interest $ 24,666 $ 20,470 (1) Balance sheet information presented as of December 31, 2015 and December 28, 2014 does not include CV, which was sold by the Company on October 1, 2014. See above for further information. (2) Balance sheet information as of December 31, 2015 includes Dose Media. Other —Write-downs of investments, gains and losses on investment sales, and gains and losses from other investment transactions are included as non-operating items in the Company’s Consolidated Statements of Operations. There were no impairments recorded in 2015, 2014 or 2013. These investments constitute nonfinancial assets measured at fair value on a nonrecurring basis in the Company’s Consolidated Balance Sheet and are classified as Level 3 assets in the fair value hierarchy established under ASC Topic 820. See Note 11 for a description of the hierarchy’s three levels. The Company does not guarantee any indebtedness or other obligations for any of its equity method investees. Marketable Equity Securities —As further described in Note 2 , on August 4, 2014, the Company completed the Publishing Spin-off and retained 381,354 shares of Tribune Publishing common stock, representing 1.5% of the outstanding common stock of Tribune Publishing. The Company classified the shares of Tribune Publishing common stock as available-for-sale securities. As of December 31, 2015 , the fair value and cost basis of the Company’s investment in Tribune Publishing was $4 million and $0 , respectively. As of December 31, 2015 , the gross unrealized holding gain relating the Company’s investment in Tribune Publishing was $4 million and is reflected in accumulated other comprehensive (loss) income, net of taxes, in the Company’s Consolidated Balance Sheet. The Company has no current plans to sell its shares of Tribune Publishing. Cost Method Investments —All of the Company’s cost method investments in private companies are recorded at cost, net of write-downs resulting from periodic evaluations of the carrying value of the investments. As of December 31, 2015, the Company’s cost method investments primarily consist of investments in New Cubs LLC (as defined and described below) and Taboola.com LTD (“Taboola”). Chicago Cubs Transactions —On August 21, 2009 , the Company and a newly-formed limited liability company, Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC), and its subsidiaries (collectively, “New Cubs LLC”), among other parties, entered into an agreement (the “Cubs Formation Agreement”) governing the contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise (the “Chicago Cubs”) owned by the Company and its subsidiaries to New Cubs LLC. The contributed assets included, but were not limited to, the Chicago Cubs Major League, spring training and Dominican Republic baseball operations, Wrigley Field, certain other real estate used in the business, and the 25.34% interest in Comcast SportsNet Chicago, LLC, which operates a local sports programming network in the Chicago area (collectively, the “Chicago Cubs Business”). On August 24, 2009 , the Debtors filed a motion in the Bankruptcy Court seeking approval for the Company’s entry into the Cubs Formation Agreement and to perform all transactions necessary to effect the contribution of the Chicago Cubs Business to New Cubs LLC. On the same day, the Debtors announced that Tribune CNLBC, the principal entity holding the assets and liabilities of the Chicago Cubs, would commence a Chapter 11 case at a future date as a means of implementing the transactions contemplated by the Cubs Formation Agreement. On September 24, 2009 , the Bankruptcy Court authorized the Debtors to perform the transactions contemplated by the Cubs Formation Agreement. On October 6, 2009 , Major League Baseball announced unanimous approval of the transactions by the 29 other Major League Baseball franchises. Tribune CNLBC filed the CNLBC Petition on October 12, 2009 , and the Bankruptcy Court granted Tribune CNLBC’s motion to approve the proposed contribution of the Chicago Cubs Business and related assets and liabilities to New Cubs LLC by an order entered on October 14, 2009 . The transactions contemplated by the Cubs Formation Agreement and the related agreements thereto (the “Chicago Cubs Transactions”) closed on October 27, 2009 . The Company and its contributing subsidiaries and affiliates received a special cash distribution of $705 million , retained certain accounts receivable and certain deferred revenue payments and had certain transaction fees paid on their behalf by New Cubs LLC. In total, these amounts were valued at approximately $740 million . The full amount of the special cash distribution, as well as collections on certain accounts receivable that Tribune CNLBC retained after the transaction, were deposited with Tribune CNLBC. Tribune CNLBC held the funds pending their distribution under a confirmed and effective Chapter 11 plan for the Company, Tribune CNLBC and their affiliates, or further order of the Bankruptcy Court. These funds were fully distributed to the Company’s creditors on the Effective Date. As a result of these transactions, Ricketts Acquisition LLC (“RA LLC”) owns approximately 95% and the Company owns approximately 5% of the membership interests in New Cubs LLC. RA LLC has operational control of New Cubs LLC. The Company’s equity interest in New Cubs LLC is accounted for as a cost method investment and was recorded at fair value as of October 27, 2009 based on the cash contributed to New Cubs LLC at closing. During 2015, the Company made capital contributions to New Cubs LLC totaling $8 million and continues to maintain its membership interest of approximately 5% . The carrying value of this investment was $15 million at December 31, 2015 and $8 million at December 28, 2014 . The fair market value of the contributed Chicago Cubs Business exceeded its tax basis. The transaction was structured to comply with the partnership provisions of the IRC and related regulations. Accordingly, the distribution of the portion of the special distribution equal to the net proceeds of the debt facilities entered into by New Cubs LLC concurrent with the closing of these transactions did not result in an immediate taxable gain. The portion of the special distribution in excess of the net proceeds of such debt facilities is treated as taxable sales proceeds with respect to a portion of the contributed Chicago Cubs Business (see Note 14 ). Concurrent with the closing of the transaction, the Company executed guarantees of collection of certain debt facilities entered into by New Cubs LLC. The guarantees are capped at $699 million plus unpaid interest. The guarantees are reduced as New Cubs LLC makes principal payments on the underlying loans. To the extent that payments are made under the guarantees, the Company will be subrogated to, and will acquire, all rights of the debt lenders against New Cubs LLC. Newsday Transactions —On May 11, 2008 , the Company entered into an agreement (the “Newsday Formation Agreement”) with CSC and NMG Holdings, Inc. to form a new limited liability company (“Newsday LLC”). On July 29, 2008 , the Company consummated the closing of the transactions (collectively, the “Newsday Transactions”) contemplated by the Newsday Formation Agreement. Under the terms of the Newsday Formation Agreement, the Company, through Tribune ND, Inc. (formerly Newsday, Inc.) and other subsidiaries of the Company, contributed certain assets and related liabilities of the Newsday Media Group business (“NMG”) to Newsday LLC, and CSC contributed cash of $35 million and newly issued senior notes of Cablevision Systems Corporation (“Cablevision”) with a fair market value of $650 million to NHLLC. The fair market value of the contributed NMG net assets exceeded their tax basis due to the Company’s low tax basis in the contributed intangible assets. However, the transaction did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the IRC and related regulations. Concurrent with the closing of this transaction, NHLLC and Newsday LLC borrowed $650 million under a secured credit facility, and the Company received a special cash distribution of $612 million from Newsday LLC as well as $18 million of prepaid rent under two leases for certain facilities used by NMG and located in Melville, New York. Following the closing of the transaction, the Company retained ownership of these facilities. Borrowings under this facility are guaranteed by CSC and NMG Holdings, Inc., each a wholly-owned subsidiary of Cablevision and are secured by a lien on the assets of Newsday LLC and the assets of NHLLC, including $650 million of senior notes of Cablevision issued in 2008 and contributed by CSC. Prior to the sale of its remaining investment in NHLLC, as further described below, the Company indemnified CSC and NMG Holdings, Inc. with respect to any payments that CSC or NMG Holdings, Inc. made under their guarantee of the $650 million of borrowings by NHLLC and Newsday LLC under their secured credit facility. From the July 29, 2008 closing date of the Newsday Transactions through the third anniversary of the closing date, the maximum amount of potential indemnification payments (“Maximum Indemnification Amount”) was $650 million . After the third anniversary, the Maximum Indemnification Amount was reduced by $120 million . The Maximum Indemnification Amount was to be reduced each year thereafter by $35 million until January 1, 2018 , at which point the Maximum Indemnification Amount was to be reduced to $0 . The Maximum Indemnification Amount was $425 million at December 28, 2014 . On September 2, 2015, the Company sold its 3% interest in NHLLC to CSC Holdings, LLC for $8 million and recognized a $3 million gain in connection with the sale. The Company’s remaining deferred tax liability of $101 million (as described in Note 14 ) became payable upon consummation of the sale. The tax payments were made in the fourth quarter of 2015. At the time of the sale, the Company was also released from all indemnification obligations related to the payments that CSC or NMG Holdings, Inc. are required to make under their guarantee of the $650 million of borrowings by NHLLC and Newsday LLC under their secured credit facility. Variable Interest Entities —At December 31, 2015 , the Company held variable interests, as defined by ASC Topic 810, in Topix (through its investment in TKG Internet Holdings II, LLC) and Las Olas LLC. At December 28, 2014 , the Company held variable interests in Topix and Newsday LLC. See Note 1 for further discussion of the Company’s VIEs. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 10: DEBT Debt consisted of the following (in thousands): December 31, 2015 December 28, 2014 Term Loan Facility due 2020, effective interest rate of 3.82% and 4.04%, net of unamortized discount of $7,084 and $8,118 $ 2,360,155 $ 3,471,017 5.875% Senior Notes due 2022 1,100,000 — Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount of $33 and $49 18,868 23,914 Other obligations — 54 Total debt 3,479,023 3,494,985 Less: Debt due within one year 26,479 4,088 Long-term debt, net of current portion $ 3,452,544 $ 3,490,897 Maturities —The Company’s debt and other obligations outstanding as of December 31, 2015 mature as shown below (in thousands): 2016 $ 27,841 2017 27,841 2018 34,591 2019 23,791 2020 2,272,076 Thereafter 1,100,000 Total debt 3,486,140 Unamortized discounts (7,117 ) Total debt, net of discounts $ 3,479,023 Secured Credit Facility —On December 27, 2013 , in connection with its acquisition of Local TV, the Company as borrower, entered into a $4.073 billion secured credit facility with a syndicate of lenders led by JPMorgan (the “Secured Credit Facility”). The Secured Credit Facility consisted of a $3.773 billion term loan facility (the “Term Loan Facility”) and a $300 million revolving credit facility (the “Revolving Credit Facility”). The proceeds of the Term Loan Facility were used to pay the purchase price for Local TV and refinance the existing indebtedness of Local TV and the Term Loan Exit Facility (see Note 3 ). The proceeds of the Revolving Credit Facility are available for working capital and other purposes not prohibited under the Secured Credit Facility. The Revolving Credit Facility includes borrowing capacity for letters of credit and for borrowings on same-day notice, referred to as “swingline loans.” Borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy of representations and warranties. Under the terms of the Secured Credit Facility, the amount of the Term Loan Facility and/or the Revolving Credit Facility may be increased and/or one or more additional term or revolving facilities may be added to the Secured Credit Facility by entering into one or more incremental facilities, subject to a cap equal to the greater of (x) $1.000 billion and (y) the maximum amount that would not cause the Company’s net first lien senior secured leverage ratio (treating debt incurred in reliance of this basket as secured on a first lien basis whether or not so secured), as determined pursuant to the terms of the Secured Credit Facility, to exceed 4.50 : 1.00 . The obligations of the Company under the Secured Credit Facility are guaranteed by all of the Company’s wholly-owned domestic subsidiaries, other than certain excluded subsidiaries (the “Guarantors”). The Secured Credit Facility is secured by a first priority lien on substantially all of the personal property and assets of the Company and the Guarantors, subject to certain exceptions. The Secured Credit Facility contains customary limitations, including, among other things, on the ability of the Company and its subsidiaries to incur indebtedness and liens, sell assets, make investments and pay dividends to its shareholders. Amendment On June 24, 2015, the Company, the Guarantors and JPMorgan, as administrative agent, entered into an amendment (the “Amendment”) to the Secured Credit Facility. Prior to the Amendment and the Prepayment (as defined below), $3.479 billion of term loans (the “Former Term Loans”) were outstanding under the Secured Credit Facility. Pursuant to the Amendment, certain lenders under the Secured Credit Facility converted their Former Term Loans into a new tranche of term loans (the “Converted Term B Loans”), along with certain new lenders who advanced $1.802 billion into the new tranche of term loans (the “New Term B Loans” and, together with the Converted Term B Loans, the “Term B Loans”). The proceeds of Term B Loans advanced by the new lenders were used to prepay in full all of the Former Term Loans that were not converted into Term B Loans. In connection with the Amendment, the Company used the net proceeds from the sale of the Notes (as defined below), together with cash on hand, to prepay (the “Prepayment”) $1.100 billion of the Term B Loans. After giving effect to the Amendment and the Prepayment, there were $2.379 billion of Term B Loans outstanding under the Secured Credit Facility. Term Loan Facility As a result of the amendment, the Term B Loans bear interest, at the Company’s election, at a rate per annum equal to either (i) LIBOR, adjusted for statutory reserve requirements on Euro currency liabilities (“Adjusted LIBOR”), subject to a minimum rate of 0.75% , plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5% , (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0% , plus an applicable margin of 2.0% . Overdue amounts under the Term Loan Facility are subject to additional interest of 2.0% per annum. The Term B Loans mature on December 27, 2020. Quarterly installments in an amount equal to 0.25% of the new principal amount of the Term B Loans are due beginning September 30, 2015. Voluntary prepayments of the Term B Loans are permitted at any time, in minimum principal amounts, without premium or penalty, subject to a 1.00% premium payable in connection with certain repricing transactions within the first twelve months after the Amendment. The Company is required to prepay the Term B Loans: (i) with the proceeds from certain material asset dispositions (but excluding proceeds from dispositions of publishing assets, real estate and its equity investments in CareerBuilder, LLC and Classified Ventures, LLC and, in certain instances, Television Food Network, G.P.), provided that the Company has rights to reinvest the proceeds to acquire assets for use in its business, within specified periods of time, (ii) with the proceeds from the issuance of new debt (other than debt permitted to be incurred under the Secured Credit Facility) and (iii) 50% (or, if the Company’s net first lien senior secured leverage ratio, as determined pursuant to the terms of the Secured Credit Facility, is less than or equal to 4.00 :1.00, then 0% ) of “excess cash flow” generated by the Company for the fiscal year, as determined pursuant to the terms of the Secured Credit Facility, less the aggregate amount of optional prepayments under the Revolving Credit Facility to the extent that such prepayments are accompanied by a permanent reduction in commitments under the Revolving Credit Facility, and subject to a $500 million minimum liquidity threshold before any such prepayment is required, provided that the Company’s mandatory prepayment obligations in the case of clause (i) and clause (iii) above do not apply at any time during which the Company’s corporate rating issued by Moody’s is Baa3 or better and BBB- or better by S&P. Prior to the Amendment, the Term Loan Facility bore interest, at the election of the Company, at a rate per annum equal to either (i) Adjusted LIBOR, subject to a minimum rate of 1.00% , plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5% , (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0% (“Alternative Base Rate”), plus an applicable margin of 2.0% . Quarterly installments in an amount equal to 0.25% of the original principal amount of the Term Loan Facility were due beginning March 31, 2014 . As further described in Note 2, on August 4, 2014, the Company used a $275 million cash dividend from Tribune Publishing to permanently repay $275 million of outstanding borrowings under the Term Loan Facility. The Former Term Loans were issued at a discount of 25 basis points, totaling $9 million , which was being amortized to interest expense over the expected term of the Term Loan Facility. The Company incurred and deferred transaction costs totaling $78 million in connection with the Former Term Loans in fiscal 2013. Transaction costs of $6 million relating to the Term Loan Exit Facility (as defined and described in Note 3 to the Company’s audited consolidated financial statements for the fiscal year ended December 28, 2014), which was extinguished in the fourth quarter of 2013, continued to be amortized over the term of the Term Loan Facility pursuant to ASC Topic 470 “Debt.” As of the date of the Amendment, the aggregate unamortized debt issuance costs totaled $64 million and unamortized debt issue discount totaled $8 million . In connection with the Amendment, the Company paid fees to Term B Loan lenders of $6 million , which are considered a debt discount, of which $4 million was deferred, and incurred transaction costs of $2 million , of which $1 million was deferred. The Company recorded a loss of $37 million on the extinguishment of the Former Term Loan in the Company’s Consolidated Statement of Operations for the fiscal year ended December 31, 2015 as a portion of the facility was considered extinguished for accounting purposes. The loss included the write-off of unamortized transaction costs of $30 million , an unamortized discount of $4 million and other transaction costs of $4 million . The Company’s unamortized transaction costs related to the Term Loan Facility were $32 million and $70 million at December 31, 2015 and December 28, 2014, respectively. These deferred costs are recorded in other assets in the Company’s Consolidated Balance Sheet and amortized to interest expense over the contractual term of the Term Loan Facility. Revolving Credit Facility Loans under the Revolving Credit Facility bear interest, at the election of the Company, at a rate per annum equal to either (i) Adjusted LIBOR plus an applicable margin in the range of 2.75% to 3.0% or (ii) the Alternative Base Rate plus an applicable margin in the range of 1.75% to 2.0% , based on the Company’s net first lien senior secured leverage ratio for the applicable period. The Revolving Credit Facility also includes a fee on letters of credit equal to the applicable margin for Adjusted LIBOR loans and a letter of credit issuer fronting fee equal to 0.125% per annum, in each case, calculated based on the stated amount of letters of credit and payable quarterly in arrears, in addition to the customary charges of the issuing bank. Under the terms of the Revolving Credit Facility, the Company is also required to pay a commitment fee, payable quarterly in arrears, calculated based on the unused portion of the Revolving Credit Facility; the commitment fee will be 0.25% , 0.375% or 0.50% based on the Company’s net first lien senior secured leverage ratio for the applicable period. Overdue amounts under the Revolving Credit Facility are subject to additional interest of 2.0% per annum. Availability under the Revolving Credit Facility will terminate, and all amounts outstanding under the Revolving Credit Facility will be due and payable on December 27, 2018 , but the Company may repay outstanding loans under the Revolving Credit Facility at any time without premium or penalty, subject to breakage costs in certain circumstances. The loans under the Revolving Credit Facility also must be prepaid and the letters of credit cash collateralized or terminated to the extent the extensions of credit under the Revolving Credit Facility exceed the amount of the revolving commitments. The Revolving Credit Facility includes a covenant which requires the Company to maintain a net first lien leverage ratio of no greater than 5.75 to 1.00 for each period of four consecutive fiscal quarters most recently ended. Beginning with the period ending March 29, 2015 , the covenant requires the Company to maintain a net first lien leverage ratio of no greater than 5.25 to 1.00 for each period of four consecutive fiscal quarters most recently ended. The covenant is only required to be tested at the end of each fiscal quarter if the aggregate amount of revolving loans, swingline loans and letters of credit (other than undrawn letters of credit and letters of credit that have been fully cash collateralized) outstanding exceed 25% of the amount of revolving commitments. This covenant was not required to be tested for the quarterly period ended December 31, 2015 . At December 31, 2015 , there were no borrowings outstanding under the Revolving Credit Facility; however, there were $23 million of standby letters of credit outstanding, primarily in support of the Company’s workers’ compensation insurance programs. 5.875% Senior Notes due 2022 —On June 24, 2015, the Company issued $1.100 billion aggregate principal amount of its 5.875% Senior Notes due 2022 (the “Notes”) under an Indenture, dated as of June 24, 2015 (the “Base Indenture”), among the Company, certain subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), and The Bank of New York Mellon Trust Company, N.A. (in such capacity, the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of June 24, 2015, among the Company, the Subsidiary Guarantors and the Trustee (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of September 8, 2015, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Second Supplemental Indenture”), and the Third Supplemental Indenture, dated as of October 8, 2015, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Third Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). The Company used the net proceeds from the sale of the Notes, together with cash on hand, to make the Prepayment discussed above. During the second quarter of 2015, the Company incurred and deferred transaction costs of $19 million , which are classified as other assets in the Company’s Consolidated Balance Sheet and amortized to interest expense over the contractual term of the Notes. The Company’s unamortized transaction costs related to the Notes were $17 million at December 31, 2015 . The Notes bear interest at a rate of 5.875% per annum and interest is payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2016. The Notes mature on July 15, 2022. The Notes are unsecured senior indebtedness of the Company and are effectively subordinated to the Company’s and the Subsidiary Guarantors’ existing and future secured indebtedness, including indebtedness under the Secured Credit Facility, to the extent of the value of the assets securing such indebtedness. The Indenture provides that the guarantee of each Subsidiary Guarantor is an unsecured senior obligation of that Subsidiary Guarantor. The Notes are, subject to certain exceptions, guaranteed by each of the Company’s domestic subsidiaries that guarantee the Company’s obligations under the Secured Credit Facility. The Company may redeem the Notes, in whole or in part, at any time prior to July 15, 2018, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the redemption date, plus the applicable make-whole premium. The Company may redeem the Notes, in whole or in part, at any time (i) on and after July 15, 2018 and prior to July 15, 2019, at a price equal to 102.938% of the principal amount of the Notes, (ii) on or after July 15, 2019 and prior to July 15, 2020, at a price equal to 101.469% of the principal amount of the Notes, and (iii) on or after July 15, 2020, at a price equal to 100.000% of the principal amount of the Notes, in each case, plus accrued and unpaid interest, if any, to (but excluding) the applicable redemption date. In addition, at any time prior to July 15, 2018, the Company may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price of 105.875% , plus accrued and unpaid interest, if any, to (but excluding) the date of redemption. The Indenture contains covenants that, among other things, limit the ability of the Company and the Company’s restricted subsidiaries to: incur additional indebtedness, guarantee indebtedness or issue certain preferred shares; pay dividends on, redeem or repurchase stock or make other distributions in respect of its capital stock; repurchase, prepay or redeem subordinated indebtedness; make loans and investments; create restrictions on the ability of the Company’s restricted subsidiaries to pay dividends to the Company or the Subsidiary Guarantors or make other intercompany transfers; create liens; transfer or sell assets; consolidate, merge or sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. Upon the occurrence of certain events constituting a change of control triggering event, the Company is required to make an offer to repurchase all of the Notes (unless otherwise redeemed) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any to (but excluding) the repurchase date. If the Company sells assets under certain circumstances, it must use the proceeds to make an offer to purchase the Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to (but excluding) the repurchase date. Notes Registration Rights Agreement In connection with the issuance of the Notes, the Company and the Subsidiary Guarantors entered into an exchange and registration rights agreement, dated as of June 24, 2015, with Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. (the “Notes Registration Rights Agreement”). Pursuant to the Notes Registration Rights Agreement, the Company and the Subsidiary Guarantors have agreed to file an exchange offer registration statement with the Securities and Exchange Commission (the “SEC”) to exchange the Notes and the Guarantees for substantially identical securities registered under the Securities Act of 1933, as amended. The Company and the Subsidiary Guarantors have also agreed to file a shelf registration statement to cover resales of the Notes and the Guarantees under certain circumstances. The Company and the Subsidiary Guarantors agreed to use their commercially reasonable efforts to cause the exchange offer to be consummated as promptly as reasonably practicable after the exchange offer registration statement has become effective and to cause the exchange offer to become effective within 270 days following the issue date of the Notes. In addition, if the exchange offer has not been completed within 360 days after the issue date of the Notes, the Company and the Subsidiary Guarantors have agreed to use their commercially reasonable efforts to file a shelf registration statement and to cause such shelf registration statement to become effective within 90 days of filing such shelf registration statement. If the registration obligations under the Notes Registration Rights Agreement have not been satisfied, under certain circumstances, additional interest will accrue on the Notes for the period from the occurrence of such a registration default (but only with respect to one registration default at any particular time) until such time as all registration defaults have been cured at a rate per annum equal to 0.25% during the first 90-day period following the occurrence of such registration default which rate shall increase by an additional 0.25% during each subsequent 90-day period, up to a maximum of 0.50% . Dreamcatcher —In addition, the Company and the Guarantors guarantee the obligations of Dreamcatcher under its $27 million senior secured credit facility (the “Dreamcatcher Credit Facility”) entered into in connection with Dreamcatcher’s acquisition of the Dreamcatcher stations (see Note 5 ). The obligations of the Company and the Guarantors under the Dreamcatcher Credit Facility are secured on a pari passu basis with its obligations under the Secured Credit Facility. Senior Toggle Notes — In conjunction with the acquisition of Local TV on December 27, 2013 (see Note 5 ), the Company provided a notice to holders of the Senior Toggle Notes that it intended to redeem such notes within a thirty -day period. On December 27, 2013, the Company deposited $202 million with the Trustee ( $174 million of which, inclusive of accrued interest of $2 million , was payable to third parties and the remaining $28 million was payable to a subsidiary of the Company), together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. At December 29, 2013, the $202 million deposit was presented as restricted cash and cash equivalents on the Company’s Consolidated Balance Sheet. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary. Other —During 2014, the Company incurred $10 million of transaction costs related to a senior secured credit facility which was entered into by Tribune Publishing in connection with the spin-off of the Company’s principal publishing operations on August 4, 2014. The related assets and liabilities for these transaction costs were distributed to Tribune Publishing in the Publishing Spin-off (see Note 2 ). Exit Financing Facilities —On the Effective Date, Reorganized Tribune Company as borrower, along with certain of its operating subsidiaries as guarantors, entered into a $1.100 billion secured term loan facility with a syndicate of lenders led by JPMorgan (the “Term Loan Exit Facility”). Reorganized Tribune Company as borrower, along with certain of its operating subsidiaries as additional borrowers or guarantors, also entered into a secured asset-based revolving credit facility of $300 million , subject to borrowing base availability, with a syndicate of lenders led by Bank of America, N.A. (the “ABL Exit Facility” and together with the Term Loan Exit Facility, the “Exit Financing Facilities”). The proceeds from the Term Loan Exit Facility were used to fund certain required payments under the Plan (see Note 3 ). In connection with entering into the Secured Credit Facility to fund the Local TV Acquisition (see Note 5 ), the Exit Financing Facilities were terminated and repaid in full on December 27, 2013 . The lenders under the Term Loan Exit Facility received $1.106 billion consisting of $1.095 billion in principal and accrued interest and a prepayment premium of $11 million . There were no amounts outstanding under the ABL Exit Facility at the time of termination. The Company recognized a loss of $28 million on the extinguishment of the Term Loan Exit Facility in its Consolidated Statement of Operations for the year ended December 29, 2013 , which includes the prepayment premium of $11 million , unamortized debt issuance costs of $7 million and an unamortized original issuance discount of $10 million . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | NOTE 11: FAIR VALUE MEASUREMENTS The Company measures and records in its consolidated financial statements certain assets and liabilities at fair value. ASC Topic 820 establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels: • Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market. • Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data. • Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement. The Company’s investment in Tribune Publishing is recorded at fair value and is categorized as Level 1 within the fair value hierarchy as the common stock of Tribune Publishing is publicly traded on the NYSE. The Company’s investment in Tribune Publishing is measured at fair value on a recurring basis. As of December 31, 2015 the fair value and cost basis of the Company’s investment in Tribune Publishing was $4 million and $0 , respectively. As of December 28, 2014 the fair value and cost basis of the Company’s investment in Tribune Publishing was $9 million and $0 , respectively. Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The carrying values of cash and cash equivalents, restricted cash and cash equivalents, trade accounts receivable and trade accounts payable approximate fair value due to their short term to maturity. Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis are as follows (in thousands): December 31, 2015 December 28, 2014 Fair Carrying Fair Carrying Cost method investments $ 20,868 $ 20,868 $ 18,238 $ 18,238 Convertible note receivable $ — $ — $ 2,000 $ 2,000 Term Loan Facility $ 2,328,038 $ 2,360,155 $ 3,411,744 $ 3,471,017 5.875% Senior Notes due 2022 $ 1,108,250 $ 1,100,000 $ — $ — Dreamcatcher Credit Facility $ 18,587 $ 18,868 $ 23,498 $ 23,914 The following methods and assumptions were used to estimate the fair value of each category of financial instruments. Cost Method Investments —Cost method investments in private companies are recorded at cost, net of write-downs resulting from periodic evaluations of the carrying value of the investments. No events or changes in circumstances occurred during 2015 or 2014 that suggested a significant adverse effect on the fair value of the Company’s investments. The carrying value of the cost method investments at both December 31, 2015 and December 28, 2014 approximated fair value. The cost method investments would be classified in Level 3 of the fair value hierarchy. Convertible Note Receivable —As of December 28, 2014, the Company held a $2 million convertible note receivable from a private company which was recorded at cost. During 2015, the Company determined that there was a decline in the fair value of the convertible note receivable that was other than temporary. Therefore, the Company recorded a $2 million non-cash pretax charge to write down the value of the convertible note receivable, which is included in non-operating items in the Consolidated Statement of Operations for the year ended December 31, 2015. Term Loan Facility —The fair value of the outstanding principal balance of the term loans under the Company’s Term Loan Facility at both December 31, 2015 and December 28, 2014 is based on pricing from observable market information in a non-active market and would be classified in Level 2 of the fair value hierarchy. 5.875% Senior Notes due 2022 —The fair value of the outstanding principal balance of the Company’s 5.875% Senior Notes due 2022 at December 31, 2015 is based on pricing from observable market information in a non-active market and would be classified in Level 2 of the fair value hierarchy. Dreamcatcher Credit Facility —The fair value of the outstanding principal balance of the Company’s Dreamcatcher Credit Facility at both December 31, 2015 and December 28, 2014 is based on pricing from observable market information for similar instruments in a non-active market and would be classified in Level 2 of the fair value hierarchy. |
Contracts Payable for Broadcast
Contracts Payable for Broadcast Rights | 12 Months Ended |
Dec. 31, 2015 | |
Contracts Payable For Broadcast Rights [Abstract] | |
Contracts Payable for Broadcast Rights | NOTE 12: CONTRACTS PAYABLE FOR BROADCAST RIGHTS Contracts payable for broadcast rights totaled $622 million and $459 million at December 31, 2015 and December 28, 2014 , respectively. Scheduled future obligations under contractual agreements for broadcast rights at December 31, 2015 are as follows (in thousands): 2016 $ 236,676 2017 120,256 2018 97,038 2019 90,343 2020 58,341 Thereafter 19,129 Total $ 621,783 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | NOTE 13: COMMITMENTS AND CONTINGENCIES Broadcast Rights —The Company has entered into certain contractual commitments for broadcast rights that are not currently available for broadcast, including programs not yet produced. In accordance with ASC Topic 920, such commitments are not included in the Company’s consolidated financial statements until the cost of each program is reasonably determinable and the program is available for its first showing or telecast. If programs are not produced, the Company’s commitments would expire without obligation. Payments for broadcast rights generally commence when the programs become available for broadcast. At December 31, 2015 and December 28, 2014 , these contractual commitments totaled $999 million and $960 million , respectively. Operating Leases —The Company leases certain equipment and office and production space under various operating leases. Net lease expense from continuing operations was $30 million in 2015 , $27 million in 2014 and $20 million in 2013 . The Company’s future minimum lease payments under non-cancelable operating leases at December 31, 2015 were as follows (in thousands): 2016 $ 29,302 2017 25,836 2018 20,615 2019 17,967 2020 17,227 Thereafter 68,972 Total $ 179,919 Other Commitments —At December 31, 2015 , the Company had commitments related to the purchase of technology services, news and market data services, and talent contracts totaling $347 million . FCC Regulation —Various aspects of the Company’s operations are subject to regulation by governmental authorities in the United States. The Company’s television and radio broadcasting operations are subject to FCC jurisdiction under the Communications Act of 1934, as amended. FCC rules, among other things, govern the term, renewal and transfer of radio and television broadcasting licenses, and limit the number of media interests in a local market that a single entity can own. Federal law also regulates the rates charged for political advertising and the quantity of advertising within children’s programs. Television and radio broadcast station licenses are granted for terms of up to eight years and are subject to renewal by the FCC in the ordinary course, at which time they may be subject to petitions to deny the license renewal applications. As of February 29, 2016 , the Company had FCC authorization to operate 39 television stations and one AM radio station. Under the FCC’s “Local Television Multiple Ownership Rule” (the “Duopoly Rule”), the Company may own up to two television stations within the same Nielsen Designated Market Area (“DMA”) (i) provided certain specified signal contours of the stations do not overlap, (ii) where certain specified signal contours of the stations overlap but, at the time the station was created, no more than one of the stations was a top 4-rated station and the market would continue to have at least eight independently-owned full power stations after the station combination is created or (iii) where certain waiver criteria are met. The Company owns duopolies permitted under the “top-4/8 voices” test in the Seattle, Denver, St. Louis, Indianapolis, Oklahoma City and New Orleans DMAs. The Indianapolis duopoly is permitted under the Duopoly Rule because it met the top-4/8 voices test at the time we acquired WTTV(TV)/WTTK(TV) in July 2002. Duopoly Rule waivers granted in connection with the FCC’s approval of the Company’s plan of reorganization (the “Exit Order”) or the Local TV Acquisition (the “Local TV Transfer Order”) authorize the Company’s ownership of duopolies in the New Haven-Hartford and Fort Smith-Fayetteville DMAs, and full power “satellite” stations in the Denver and Indianapolis DMAs. Under the FCC’s “Newspaper Broadcast Cross Ownership Rule” (the “NBCO Rule”), the Company and holders of “attributable interests” in the Company generally are prohibited from owning or holding attributable interests in both daily newspapers and broadcast stations in the same market. On August 4, 2014, the Company completed the Publishing Spin-off and retained 381,354 shares of Tribune Publishing common stock, representing 1.5% of the outstanding common stock of Tribune Publishing (see Note 2 ). The Company determined that it does not have an attributable interest in the daily newspaper business or operations of Tribune Publishing. As a result of the pro rata distribution of Tribune Publishing stock to shareholders of the Company, the three attributable shareholders of the Company (collectively, the “Attributable Shareholders”) became attributable shareholders of Tribune Publishing. The residual common attributable interests of the Attributable Shareholders in the Company and Tribune Publishing maintain the status quo with respect to these shareholders’ interests in the companies. The Company’s television/newspaper interests are subject to a temporary waiver of the NBCO Rule which was granted by the FCC in conjunction with its approval of the Exit Order. On November 12, 2013, the Company filed with the FCC a request for extension of the temporary NBCO Rule waivers granted in the Exit Order. That request is pending. Meanwhile, in its pending 2014 Quadrennial Review of the ownership rules, the FCC is considering a proposal that would modify the NBCO Rule by establishing a favorable presumption with respect to certain daily newspaper/broadcast combinations in the 20 largest markets and a rebuttable negative presumption with respect to such combinations in all other markets. The proceeding is pending. The Company cannot predict the outcome of this proceeding or whether the FCC will allow the Company’s existing temporary waiver to remain in effect pending the conclusion of the proceeding. The FCC’s “National Television Multiple Ownership Rule” prohibits the Company from owning television stations that, in the aggregate, reach more than 39% of total U.S. television households, subject to a 50% discount of the number of television households attributable to UHF stations (the “UHF Discount”). The Company’s current national reach would exceed the 39% cap on an undiscounted basis. In a pending rulemaking proceeding the FCC has proposed to repeal the UHF Discount but to grandfather existing combinations that exceed the 39% cap. Under the FCC’s proposal, absent a waiver, a grandfathered station group would have to come into compliance with the modified cap upon a sale or transfer of control. If adopted as proposed, the elimination of the UHF Discount would affect the Company’s ability to acquire additional television stations (including the Dreamcatcher stations that are the subject of certain option rights held by the Company, see Note 5 for further information). The Company provides certain operational support and other services to the Dreamcatcher stations pursuant to shared services agreements (“SSA”). In its pending 2014 Quadrennial Review proceeding, the FCC is seeking comment on proposals to adopt reporting requirements for SSAs. The Company cannot predict the outcome of that proceeding or its effect on the Company’s business or operations. Meanwhile, in a public notice released on March 12, 2014, the FCC announced that pending and future transactions involving SSAs will be subject to a higher level of scrutiny if they include a combination of certain operational and economic features. Although the Company currently has no transactions pending before the FCC that would be subject to such higher scrutiny, this policy could limit the Company’s future ability to enter into SSAs or similar arrangements. In a Report and Order and Further Notice of Proposed Rulemaking issued on March 31, 2014, the FCC is seeking comment on whether to eliminate or modify its “network non-duplication” and “syndicated exclusivity” rules, pursuant to which local television stations may enforce their contractual exclusivity rights with respect to network and syndicated programming. Pursuit to the Satellite Television Extension and Localism Act of 2010 (“STELA”) Reauthorization Act, enacted in December 2014 (“STELAR”), the FCC has adopted regulation prohibiting a television station from coordinating retransmission consent negotiations or negotiating retransmission consent on a joint basis with a separately owned television station in the same market. The Company does not currently engage in retransmission consent negotiations jointly with any other stations in its markets. In response to Congress’s directive in STELAR, on September 2, 2015, the FCC issued a Notice of Proposed Rulemaking (“NPRM”) seeking comment on whether the FCC should make changes to its rules requiring that commercial broadcast television stations and multichannel video programming distributors (“MVPDs”) negotiate in “good faith” for the retransmission by MVPDs of local television signals. Under the Communications Act, MVPDs may not retransmit a commercial broadcast television station’s signal without the station’s consent (unless the station has elected “must-carry” status). Stations and MVPDs are required to negotiate for retransmission consent in “good faith.” The FCC’s rules implementing the good faith requirement identify certain practices that presumptively violate the obligation to negotiate in good faith. The FCC also may consider whether other practices violate the good faith requirement under the “totality of the circumstances.” The NPRM seeks comment generally on the state of the retransmission consent market and the effectiveness of the FCC’s existing rules. Although the NPRM does not propose any changes to the existing rules, it asks whether several practices should be considered consistent with, or a violation of, the good faith requirement. The Company cannot predict the impact of the FCC’s proposals on the Company’s business. Federal legislation enacted in February 2012 authorizes the FCC to conduct voluntary “incentive auctions” in order to reallocate certain spectrum currently occupied by television broadcast stations to mobile wireless broadband services, to “repack” television stations into a smaller portion of the existing television spectrum band and to require television stations that do not participate in the auction to modify their transmission facilities, subject to reimbursement for reasonable relocation costs up to an industry-wide total of $1.75 billion . If any of the Company’s television stations are required to change frequencies or otherwise modify their operations, the stations could incur substantial conversion costs, reduction or loss of over-the-air signal coverage or an inability to provide high definition programming and additional program streams. The FCC has adopted rules to implement the incentive auction and repacking through a number of orders and public notices. Applications to participate in the auction were due on January 12, 2016 and the auction is scheduled to begin on March 29, 2016, but may be cancelled, delayed or materially altered. The Company has filed applications to participate in the auction. The Company cannot predict the likelihood, timing or outcome of the incentive auction, or any related FCC regulatory action. The FCC has adopted strict communications prohibitions with respect to the auction which went into effect on January 12, 2016, and will remain in effect until the FCC publicly announces that the auction has ended (which could be as late as fourth quarter 2016 or later). During such time, the Company and its agents, employees, officers and directors are prohibited from directly or indirectly communicating-both internally and externally-certain information regarding the Company’s auction participation. As described in Note 5 , the Company completed the Local TV Acquisition on December 27, 2013 pursuant to FCC staff approval granted on December 20, 2013 in the Local TV Transfer Order. On January 22, 2014 , Free Press filed an Application for Review seeking review by the full Commission of the Local TV Transfer Order. The Company filed an Opposition to the Application for Review on February 21, 2014 . Free Press filed a reply on March 6, 2014 . The matter is pending. On January 27, 2016, the FCC announced the initiation of a proceeding entitled “Proposal to Unlock the Set-Top Box: Creating Choice & Innovation.” On February 18, 2016, the FCC released a Notice of Proposed Rule Making. While the period to comment on this NPRM is still on-going, one proposed requirement in the NPRM is that program providers pass through information about what programming is available, such as channel and program information and “entertainment identifier register IDs.” Adoption of this requirement without, among other things, adequately protecting proprietary and intellectual property rights in program guide content of which we are a major producer and distributor, and respecting contracts between entertainment data providers and their customers could negatively affect our entertainment data licensing business. From time to time, the FCC revises existing regulations and policies in ways that could affect the Company’s broadcasting operations. In addition, Congress from time to time considers and adopts substantive amendments to the governing communications legislation. The Company cannot predict such actions or their resulting effect upon the Company’s business and financial position. Other Contingencies —The Company and its subsidiaries are defendants from time to time in actions for matters arising out of their business operations. In addition, the Company and its subsidiaries are involved from time to time as parties in various regulatory, environmental and other proceedings with governmental authorities and administrative agencies. See Note 14 for a discussion of potential income tax liabilities. The Company does not believe that any other matters or proceedings presently pending will have a material adverse effect, individually or in the aggregate, on its consolidated financial position, results of operations or liquidity. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | NOTE 14: INCOME TAXES The following is a reconciliation of income taxes from continuing operations computed at the U.S. federal statutory rate of 35% to income tax expense from continuing operations reported in the Consolidated Statements of Operations (in thousands): Successor Predecessor 2015 2014 2013 December 31, 2012 (Loss) Income from continuing operations before income taxes $ (297,595 ) $ 741,810 $ 258,907 $ 8,284,314 Federal income taxes (35% in 2015, 2014 and 2013) (104,158 ) 259,633 90,617 — State and local income taxes, net of federal tax benefit 3,149 31,535 11,768 — Domestic production activities deduction (6,796 ) (7,910 ) (7,560 ) — Non-deductible reorganization and acquisition costs 1,234 4,268 6,466 — Non-deductible goodwill 133,350 — — — Income tax settlements and other adjustments, net (9,288 ) (1,801 ) (15,878 ) — Tax rate change due to Publishing Spin-off — (10,810 ) — — Excess capital losses — — 6,944 — Other, net 4,832 3,784 3,608 — Income taxes on reorganization items — — — 181,734 Income taxes attributable to fair value adjustments — — — 888,455 Income tax expense from continuing operations $ 22,323 $ 278,699 $ 95,965 $ 1,070,189 Effective tax rate (7.5)% 37.6% 37.1% 12.9% Subchapter S Corporation Election, Subsequent Conversion to C Corporation and Implementation of Fresh-Start Reporting— On March 13, 2008 , the Predecessor filed an election to be treated as a subchapter S corporation under the IRC, which election became effective as of the beginning of the Predecessor’s 2008 fiscal year. The Predecessor also elected to treat nearly all of its subsidiaries as qualified subchapter S subsidiaries. Subject to certain limitations (such as the built-in gain tax applicable for 10 years to gains accrued prior to the election), the Predecessor was no longer subject to federal income tax. Instead, the Predecessor’s taxable income was required to be reported by its shareholders. The ESOP was the Predecessor’s sole shareholder and was not taxed on the share of income that was passed through to it because the ESOP was a qualified employee benefit plan. Although most states in which the Predecessor operated recognize the subchapter S corporation status, some imposed income taxes at a reduced rate. As a result of the election and in accordance with ASC Topic 740, the Predecessor reduced its net deferred income tax liabilities to report only deferred income taxes relating to states that assess taxes on subchapter S corporations and subsidiaries that were not qualified subchapter S subsidiaries. On the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled and (iii) new shares of Reorganized Tribune Company were issued to shareholders who did not meet the necessary criteria to qualify as a subchapter S corporation shareholder. As a result, Reorganized Tribune Company converted from a subchapter S corporation to a C corporation under the IRC and therefore is subject to federal and state income taxes in periods subsequent to the Effective Date. The net tax expense relating to this conversion and other reorganization adjustments recorded in connection with Reorganized Tribune Company’s emergence from bankruptcy was $195 million , which was reported as an increase in income tax expense in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 . In addition, the implementation of fresh-start reporting, as described in Note 4 , resulted in an aggregate increase of $968 million in income tax expense in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 . As a C corporation, Reorganized Tribune Company is subject to income taxes at a higher effective tax rate. As described in Note 4 , amounts included in the Predecessor’s accumulated other comprehensive income (loss) at December 30, 2012 were eliminated. As a result, the Company recorded $1.071 billion of previously unrecognized cumulative pretax losses in reorganization items, net and a related income tax benefit of $163 million in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 . In 2015 , income tax expense amounted to $22 million , which reflects the tax impact of the reversal of $381 million of book loss related to an impairment of non-deductible goodwill. In addition, tax expense included favorable adjustments of $9 million related to the resolution of certain federal and state income tax matters and other adjustments. In 2014 , income tax expense amounted to $279 million , which included favorable adjustments of $2 million primarily related to the resolution of certain federal income tax matter and an $11 million one-time benefit due to the decrease in the Company’s net state deferred tax liabilities as a result of the change in the Company’s income tax rate immediately following the Publishing Spin-off. In 2013 , income tax expense amounted to $96 million primarily as a result of the Company’s conversion to a C corporation as discussed above. Income tax expense in 2013 includes $16 million of income tax benefit primarily related to the resolution of certain federal income tax matters and refunds of interest paid on prior tax assessments, partially offset by $7 million of income tax expense related to capital losses generated in 2013 but not utilized and not available to carryforward as a result of emergence from bankruptcy (see “Emergence from Chapter 11” section below). The net income tax expense in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 totaled $1.001 billion , of which a $70 million income tax benefit is included in income (loss) from discontinued operations, net of taxes. See Note 4 for further information. The Company has not recorded a provision for deferred U.S. income tax expense on the undistributed earnings of foreign subsidiaries since the Company intends to indefinitely reinvest the earnings of these foreign subsidiaries outside the U.S. The amount of undistributed foreign earnings was less than $2 million at both December 31, 2015 and December 28, 2014 and less than $1 million at December 29, 2013. The determination of the amount of unrecognized U.S. deferred income tax liability with respect to these undistributed foreign earnings is not practicable. Components of income tax expense from continuing operations were as follows (in thousands): Successor Predecessor 2015 2014 2013 December 31, 2012 Current: U.S. federal $ 145,034 $ 382,727 $ 97,914 $ (7,246 ) State and local 17,364 77,179 20,308 1,047 Sub‑total 162,398 459,906 118,222 (6,199 ) Deferred: U.S. federal (119,813 ) (136,869 ) (18,727 ) 918,604 State and local (20,262 ) (44,338 ) (3,530 ) 157,784 Sub‑total (140,075 ) (181,207 ) (22,257 ) 1,076,388 Total income tax expense from continuing operations $ 22,323 $ 278,699 $ 95,965 $ 1,070,189 Significant components of the Company’s net deferred tax assets and liabilities were as follows (in thousands): December 31, 2015 December 28, 2014 Deferred tax assets: Broadcast rights $ 86,451 $ 71,407 Postretirement benefits other than pensions 3,933 5,570 Stock-based compensation and other employee benefits 17,721 13,447 Pensions 180,368 185,514 Other accrued liabilities 18,904 21,923 Other future deductible items 18,132 14,451 Net operating loss carryforwards 11,072 12,327 Accounts receivable 3,102 2,671 339,683 327,310 Valuation allowance on net operating loss carryforwards (2,909 ) (7,557 ) Total deferred tax assets $ 336,774 $ 319,753 Deferred tax liabilities: Net intangible assets $ 669,056 $ 668,450 Investments 418,908 442,554 Deferred gain on partnership contributions 164,322 283,950 Net properties 61,304 49,122 Other 5,807 2,216 Total deferred tax liabilities 1,319,397 1,446,292 Net deferred tax liabilities $ 982,623 $ 1,126,539 The net deferred tax liability of $983 million is reported in the Consolidated Balance Sheet at December 31, 2015 as a non-current deferred tax asset of $1 million (a component of other non-current assets) and a non-current deferred tax liability of $984 million . Federal, State and Foreign Operating Loss Carryforwards —At December 31, 2015 and December 28, 2014 , the Company had approximately $132 million and $149 million , respectively, of federal, state and foreign operating loss carryforwards. The carryforwards will expire between 2016 and 2033 . For the year ended December 31, 2015, the Company recorded a $5 million reduction to the valuation allowance on the basis of management’s reassessment of the related net operating losses that are more likely than not to be realized. Newsday and Chicago Cubs Transactions —As further described in Note 9 , the Company consummated the closing of the Newsday Transactions on July 29, 2008 . As a result of these transactions, CSC, through NMG Holdings, Inc., owned approximately 97% and the Company owned approximately 3% of NHLLC. The fair market value of the contributed NMG net assets exceeded their tax basis and did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the IRC and related regulations. In March 2013 , the IRS issued its audit report on the Company’s federal income tax return for 2008 which concluded that the gain should have been included in the Company’s 2008 taxable income. Accordingly, the IRS has proposed a $190 million tax and a $38 million accuracy-related penalty. After-tax interest on the proposed tax and penalty through December 31, 2015 would be approximately $37 million . The Company disagrees with the IRS’s position and has timely filed its protest in response to the IRS’s proposed tax adjustments. The Company is contesting the IRS’s position in the IRS administrative appeals division. If the IRS position prevails, the Company would also be subject to approximately $32 million , net of tax benefits, of state income taxes through December 31, 2015 . If the IRS prevails, the tax, interest and penalty due will be offset by any tax payments made relating to this transaction subsequent to 2008. As of December 31, 2015, the Company has made approximately $137 million of federal and state tax payments through its regular tax reporting process. The Company does not maintain any tax reserves relating to the Newsday Transactions. In accordance with ASC Topic 740, “Income Taxes,” the Company’s Consolidated Balance Sheet at December 28, 2014 included a deferred tax liability of $110 million related to the future recognition of taxable income related to the Newsday Transactions. As further described in Note 9 , on September 2, 2015, the Company sold its remaining interest in the Newsday partnership. The Company’s remaining deferred tax liability of $101 million became payable upon the consummation of the sale. The tax payments were made in the fourth quarter of 2015. The sale of its partnership interest does not impact the ongoing IRS audit, nor does it change the Company’s view on the tax position(s) taken on the original transaction. As further described in Note 9 , the Company consummated the closing of the Chicago Cubs Transactions on October 27, 2009 . As a result of these transactions, Ricketts Acquisition LLC owns 95% and the Company owns 5% of the membership interests in New Cubs LLC. The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the IRC and related regulations. The IRS is currently auditing the Company’s 2009 federal income tax return which includes the Chicago Cubs Transactions. The Company expects the IRS audit to be concluded during 2016. If the gain on the Chicago Cubs Transactions is deemed by the IRS to be taxable in 2009 , the federal and state income taxes would be approximately $225 million before interest and penalties. If the IRS prevails, any tax, interest and penalty due will be offset by any tax payments made relating to this transaction subsequent to 2009. As of December 31, 2015, the Company has paid approximately $35 million through its regular tax reporting process. The Company does not maintain any tax reserves relating to the Chicago Cubs Transactions. In accordance with ASC Topic 740, the Company’s Consolidated Balance Sheet at December 31, 2015 and December 28, 2014 includes a deferred tax liability of $164 million and $174 million , respectively, related to the future recognition of taxable income related to the Chicago Cubs Transactions. Accounting for Uncertain Tax Positions —The Company accounts for uncertain tax positions in accordance with ASC Topic 740, which addresses the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under ASC Topic 740, a company may recognize the tax benefit of an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. ASC Topic 740 requires the tax benefit recognized in the financial statements to be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. The Company’s liability for unrecognized tax benefits totaled $34 million at December 31, 2015 and $19 million at December 28, 2014 . If all of the unrecognized tax benefits at those dates had been recognized, there would have been a favorable $26 million and $17 million impact on the Company’s reported income tax expense in 2015 and 2014 , respectively. As allowed by ASC Topic 740, the Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense. At both December 31, 2015 and December 28, 2014 , the Company’s accrued interest and penalties related to uncertain tax positions totaled less than $1 million . The IRS has completed its audits of the Company’s returns for all fiscal years prior to 2008 and the Company has paid all taxes relating to tax years ended prior to 2008 . State income tax returns are generally subject to examination for a period of three to five years after they are filed, although many states often receive extensions of time from the Company. In addition, states may examine the state impact of any federal changes for a period of up to one year after the states are formally notified of the changes. The Company currently has various state income tax returns in the process of examination or administrative appeals. No foreign income tax returns are currently in the process of examination or administrative appeal. The following summarizes the changes in the Company’s liability for unrecognized tax benefits during 2013 , 2014 and 2015 (in thousands): Liability at December 30, 2012 $ 23,582 Gross increase as a result of tax positions related to a prior period 642 Gross increase as a result of tax positions related to the current period 7,009 Decreases related to settlements with taxing authorities (9,689 ) Liability at December 29, 2013 $ 21,544 Gross increase as a result of tax positions related to a prior period 913 Decrease related to statute of limitations expirations (3,605 ) Liability at December 28, 2014 $ 18,852 Gross increase as a result of tax positions related to a prior period 12,573 Gross increase as a result of tax positions related to the current period 3,841 Decrease related to statute of limitations expirations (1,634 ) Liability at December 31, 2015 $ 33,632 Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are unpredictable and could result in tax liabilities that are significantly higher or lower than that which has been provided by the Company. The Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $10 million within the next twelve months due to the resolution of tax examination issues and statute of limitations expirations. Emergence From Chapter 11 —Prior to the Effective Date, the Company and its subsidiaries consummated an internal restructuring, pursuant to and in accordance with the terms of the Plan. These restructuring transactions included, among other things, (i) converting certain of the Company’s subsidiaries into limited liability companies or merging certain of the Company’s subsidiaries into newly-formed limited liability companies, (ii) consolidating and reallocating certain operations, entities, assets and liabilities within the organizational structure of the Company and (iii) establishing a number of real estate holding companies. These transactions had no impact on reported income tax expense for 2012. Generally, for federal tax purposes, the discharge of a debt obligation in a bankruptcy proceeding for an amount less than its adjusted issue price (as defined in the IRC) creates cancellation of indebtedness income (“CODI”) that is excludable from the obligor’s taxable income. However, certain income tax attributes are reduced by the amount of CODI. The prescribed order of income tax attribute reduction is as follows: (i) net operating losses for the year of discharge and net operating loss carryforwards, (ii) most credit carryforwards, including the general business credit and the minimum tax credit, (iii) net capital losses for the year of discharge and capital loss carryforwards and (iv) the tax basis of the debtors’ assets. At the Effective Date, a subsidiary of Reorganized Tribune Company had a net operating loss carryforward which was reduced to zero as a result of the CODI rules. The CODI rules also require Reorganized Tribune Company to reduce any capital losses generated and not utilized during 2013. The impact of the reduction in tax basis of assets and the elimination of the net operating loss carryforward were reflected in income tax expense in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. |
Pension and Other Retirement Pl
Pension and Other Retirement Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits Disclosure | NOTE 15: PENSION AND OTHER RETIREMENT PLANS Employee Pension Plans — The Tribune Company pension plan was frozen as of December 1998 in terms of pay and service. An employee stock ownership plan established in 1988 was fully allocated at the end of 2003 and was replaced by an enhanced 401(k) plan in 2004 . In connection with the Times Mirror acquisition, the Company assumed defined benefit pension plans and various other contributory and non-contributory retirement plans covering substantially all of Times Mirror’s former employees. In general, benefits under the Times Mirror defined benefit plans were based on the employee’s years of service and compensation during the last five years of employment. In December 2005 , the pension plan benefits for former Times Mirror non-union and non-Newsday employees were frozen. In March 2006 , the pension plan benefits for Newsday union and non-union employees were frozen. Benefits provided by Times Mirror’s Employee Stock Ownership Plan (“Times Mirror ESOP”), which was fully allocated as of December 31, 1994 , are used to offset certain pension plan benefits and, as a result, the defined benefit plan obligations are net of the actuarially equivalent value of the benefits earned under the Times Mirror ESOP. The maximum offset is equal to the value of the benefits earned under the defined benefit plan. Effective January 1, 2008 , the Tribune Company pension plan was amended to provide a tax-qualified, non-contributory guaranteed cash balance benefit for eligible employees. In addition, effective December 31, 2007 , the Tribune Company pension plan was amended to provide a special one-time initial cash balance benefit for eligible employees. On November 3, 2009 , the Company announced that participant cash balance accounts in the Tribune Company pension plan would be frozen after an allocation equal to 3% of eligible compensation for the 2009 plan year was made to the accounts of eligible employees. Such an allocation was made during the first quarter of 2010 . The Company also maintains three small defined benefit pension plans for other employees and former employees and participates in several multiemployer pension plans on behalf of employees represented by certain unions. During 2011 , two of these small Company-sponsored defined benefit pension plans were frozen. In March 2011 , the pension plan benefits of The Baltimore Sun Company Retirement Plan for Mailers (the “Baltimore Mailers Plan”) were frozen in terms of pay and service for employees covered under the collective bargaining agreement between the Company and the Baltimore Mailers Union Local No. 888. In June 2011 , the pension plan benefits of The Baltimore Sun Company Employees’ Retirement Plan were frozen in terms of pay and service for employees covered under the collective bargaining agreement between the Company and the Washington-Baltimore Newspaper Guild. The other small Company-sponsored defined benefit pension plan covers certain union employees covered by collective bargaining agreements and certain hourly employees not covered by a separate collective bargaining agreement. This plan is not frozen and represents less than 2% of the total projected benefit obligation for the Company-sponsored defined benefit pension plans at December 31, 2015 . See “Multiemployer Pension Plans” section below for further discussion of the Company’s participation in multiemployer pension plans. As a result of the filing of the Chapter 11 Petitions, the Predecessor was not allowed to make postpetition benefit payments under its non-qualified pension plans unless otherwise approved by the Bankruptcy Court. In the third quarter of 2012 , the Plan was confirmed which, among other things, resulted in adjustments to certain claims related to the Predecessor’s non-qualified pension plans that were otherwise contingent upon the confirmation of the Plan. As a result, the Debtors recorded losses totaling approximately $19 million related to increasing the Predecessor’s liabilities under its non-qualified pension plans pursuant to a settlement agreement. Such losses were included in reorganization costs, net in the Predecessor’s Consolidated Statement of Operations for December 30, 2012 . On the Effective Date, the Predecessor’s obligations with respect to these plans were reduced from $75 million to $26 million , which were paid under the Plan on or subsequent to the Effective Date. As a result, the Predecessor recognized a pretax gain of $49 million which is included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 . Multiemployer Pension Plans —The Company contributes to various multiemployer pension plans under the terms of collective-bargaining agreements that cover certain of its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer withdraws from or otherwise ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. Alternatively, if the Company chooses to stop participating in one of its multiemployer plans, it may incur a withdrawal liability based on the unfunded status of the plan. The Company’s contributions to multiemployer pension plans were $3 million , $6 million and $6 million for 2015 , 2014 and 2013 , respectively. The contributions for 2014 and 2013 include contributions related to multiemployer pension plans which were assumed by Tribune Publishing subsequent to the Publishing Spin-off and totaled $3 million and $4 million , respectively. Based on contributions reported in the most recent Form 5500 for the largest multiemployer pension plan, the Company’s contributions represent less than 5% of the plan’s total contributions. No multiemployer pension plan contributed to by the Company was individually significant. The Pension Protection Act of 2006 (“PPA”) zone status as of December 31, 2015 for the AFTRA Retirement Plan, which represented 93% of the Company’s contributions in 2015, was green based on the plan’s year-end at December 31, 2014. Pursuant to the PPA, a plan in the green zone is at least 80% funded. The Company’s participation in other plans was immaterial in 2015. Postretirement Benefits Other Than Pensions —The Company provides postretirement health care and life insurance benefits to eligible employees under a variety of plans. There is some variation in the provisions of these plans, including different provisions for lifetime maximums, prescription drug coverage and certain other benefits. In 2015, the Company notified certain employees that it will no longer offer retiree medical coverage to employees who retire after January 1, 2016 as well as revised benefits for a certain group of plan participants that was effective January 1, 2016. These plan changes decreased the Company’s other postretirement benefit obligation by $4 million . This unrecognized gain will be recognized as amortization of prior service credits over 10 years, which represents the average remaining life expectancy of plan participants. Obligations and Funded Status —As discussed in Note 1 , the Company recognizes the overfunded or underfunded status of its defined benefit pension and other postretirement plans as an asset or liability in its Consolidated Balance Sheets and recognizes changes in that funded status in the year in which changes occur through comprehensive (loss) income. Summarized information for the Company’s defined benefit pension plans and other postretirement plans is provided below (in thousands): Pension Plans Other Postretirement Plans December 31, 2015 December 28, 2014 December 31, 2015 December 28, 2014 Change in benefit obligations: Projected benefit obligations, beginning of year $ 2,124,373 $ 1,794,470 $ 14,005 $ 62,072 Service cost 709 463 81 328 Interest cost 81,815 82,109 451 1,466 Plan amendments — — (3,887 ) — Impact of Medicare Reform Act — — 72 78 Actuarial (gain) loss (114,431 ) 353,374 726 (2,224 ) Benefits paid (105,495 ) (106,043 ) (1,393 ) (3,821 ) Liability distributed in Publishing Spin-off — — — (43,894 ) Projected benefit obligations, end of year 1,986,971 2,124,373 10,055 14,005 Change in plans’ assets: Fair value of plans’ assets, beginning of year 1,655,257 1,595,294 — — Actual return on plans’ assets (19,113 ) 155,456 — — Employer contributions 249 10,550 1,393 3,821 Benefits paid (105,495 ) (106,043 ) (1,393 ) (3,821 ) Fair value of plans’ assets, end of year 1,530,898 1,655,257 — — Funded (under funded) status of the plans $ (456,073 ) $ (469,116 ) $ (10,055 ) $ (14,005 ) Amounts recognized in the Company’s Consolidated Balance Sheets consisted of (in thousands): Pension Plans Other Postretirement Plans December 31, 2015 December 28, 2014 December 31, 2015 December 28, 2014 Employee compensation and benefits $ — $ — $ (1,409 ) $ (1,495 ) Pension obligations, net (456,073 ) (469,116 ) — — Postretirement medical, life and other benefits — — (8,646 ) (12,510 ) Net amount recognized $ (456,073 ) $ (469,116 ) $ (10,055 ) $ (14,005 ) The accumulated benefit obligation, which excludes the impact of future compensation increases, for all defined benefit pension plans was $1.987 billion and $2.124 billion at December 31, 2015 and December 28, 2014 , respectively. The components of net periodic benefit cost for Company-sponsored plans were as follows (in thousands): Pension Plans Other Postretirement Plans Successor Predecessor Successor Predecessor 2015 2014 2013 Dec. 31, 2012 2015 2014 2013 Dec. 31, 2012 Service cost $ 709 $ 463 $ 616 $ — $ 81 $ 328 $ 559 $ — Interest cost 81,815 82,109 74,489 — 451 1,466 1,994 — Expected return on plans’ assets (111,690 ) (113,056 ) (109,885 ) — — — — — Recognized actuarial (gain) loss — (159 ) — — 25 (22 ) — — Amortization of prior service credits — — — — (81 ) — — — Net periodic benefit cost (credit) $ (29,166 ) $ (30,643 ) $ (34,780 ) $ — $ 476 $ 1,772 $ 2,553 $ — Adjustments to non-qualified pension plans (1) $ — $ — $ — $ (49,295 ) $ — $ — $ — $ — (1) On the Effective Date, the Predecessor’s obligations with respect to its non-qualified pension plans were reduced from $75 million to $26 million , which were paid under the Plan on or subsequent to the Effective Date. As a result, the Predecessor recognized a pretax gain of $49 million which was included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 . The amounts of net periodic benefit cost for Company-sponsored other post retirement plans applicable to continuing and discontinued operations were as follows (in thousands): Other Postretirement Plans 2015 2014 2013 Continuing operations $ 476 $ 605 $ 556 Discontinued operations — 1,167 1,997 Net periodic benefit cost $ 476 $ 1,772 $ 2,553 Amounts included in the accumulated other comprehensive (loss) income component of shareholder’s equity (deficit) for Company-sponsored plans were as follows (in thousands): Pension Plans Other Postretirement Plans Total December 31, 2015 December 28, 2014 December 31, 2015 December 28, 2014 December 31, 2015 December 28, 2014 Unrecognized net actuarial losses, net of tax $ (59,217 ) $ (49,262 ) $ (488 ) $ (61 ) $ (59,705 ) $ (49,323 ) Unrecognized prior service credits, net of tax — — 2,314 — 2,314 — Total $ (59,217 ) $ (49,262 ) $ 1,826 $ (61 ) $ (57,391 ) $ (49,323 ) In accordance with ASC Topic 715, unrecognized net actuarial gains and losses will be recognized in net periodic pension expense over approximately 26 years, which represents the estimated average remaining life expectancy of the inactive participants receiving benefits, due to plans being frozen and participants are deemed inactive for purposes of determining remaining useful life. The Company’s policy is to incorporate asset-related gains and losses into the asset value used to calculate the expected return on plan assets and into the calculation of amortization of unrecognized net actuarial loss over a four-year period. Assumptions —Weighted average assumptions used each year in accounting for pension benefits and other postretirement benefits were as follows: Pension Other Postretirement Plans 2015 2014 2015 2014 Discount rate for expense through Publishing Spin-Off (1) N/A 4.70 % N/A 3.95 % Discount rate for expense following Publishing Spin-Off (1) 3.95 % 4.70 % 3.30 % 3.35 % Discount rate for obligations 4.30 % 3.95 % 3.45 % 3.30 % Increase in future salary levels for expense 3.50 % 3.50 % — — Increase in future salary levels for obligations 3.50 % 3.50 % — — Long-term rate of return on plans’ assets for expense 7.25 % 7.50 % — — (1) In connection with the Publishing Spin-off, the Company distributed to Tribune Publishing approximately $44 million of postretirement health care and life insurance liabilities. As a result, the Company remeasured its remaining other post retirement plan obligations as of the date of the Publishing Spin-off. The Company utilizes the Aon Hewitt AA-Only Bond Universe Yield Curve (the “Aon Hewitt Yield Curve”) for discounting future benefit obligations and calculating interest cost. The Aon Hewitt Yield Curve represents the yield on high quality (AA and above) corporate bonds that closely match the cash flows of the estimated payouts for the Company’s benefit obligations. The Company used a multi-pronged approach to determine its 7.25% assumption for the long-term expected rate of return on pension plan assets. This approach included a review of actual historical returns achieved and anticipated long-term performance of each asset class. See the “Plan Assets” section below for further information. For purposes of measuring postretirement health care costs for 2015 , the Company assumed a 7.5% annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 5.0% for 2023 and remain at that level thereafter. For purposes of measuring postretirement health care obligations at December 31, 2015 , the Company assumed a 6.0% annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 5.0% for 2024 and remain at that level thereafter. Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. As of December 31, 2015 , a 1% change in assumed health care cost trend rates would have the following effects (in thousands): 1% Increase 1% Decrease Service cost and interest cost $ 25 $ (22 ) Projected benefit obligation $ 283 $ (257 ) Plan Assets — The Company’s investment strategy with respect to the Company’s pension plan assets is to invest in a variety of investments for long-term growth in order to satisfy the benefit obligations of the Company’s pension plans. Accordingly, when making investment decisions, the Company endeavors to strategically allocate assets within asset classes in order to enhance long-term real investment returns and reduce volatility. The actual allocations for the pension assets at December 31, 2015 and December 28, 2014 and target allocations by asset class were as follows: Percentage of Plan Assets Actual Allocations Target Allocations Asset category: 2015 2014 2015 2014 Equity securities 51.5 % 51.9 % 50.0 % 50.0 % Fixed income securities 41.6 % 41.4 % 45.0 % 45.0 % Cash and other short-term investments 1.1 % 1.8 % — — Other alternative investments 5.8 % 4.9 % 5.0 % 5.0 % Total 100.0 % 100.0 % 100.0 % 100.0 % Actual allocations to each asset class varied from target allocations due to market value fluctuations, timing, and overall market volatility during the year. The asset allocation is monitored on a quarterly basis and rebalanced as necessary. Equity securities are invested broadly in U.S. and non-U.S. companies and are diversified across countries, currencies, market capitalizations and investment styles. These securities use the S&P 500 (U.S. large cap), Russell 2000 (U.S. small cap) and MSCI All Country World Index ex-U.S. (non-U.S.) as their benchmarks. Fixed income securities are invested in diversified portfolios that invest across the maturity spectrum and include primarily investment-grade securities with a minimum average quality rating of A and insurance annuity contracts. These securities use the Barclays Capital Aggregate (intermediate term bonds) and Barclays Capital Long Government/Credit (long bonds) U.S. Bond Indexes as their benchmarks. Alternative investments include investments in private real estate assets, private equity funds and venture capital funds. The private equity and venture capital investments use the median internal rate of return for the given strategy and vintage year in the VentureXpert database as their benchmarks. The real estate assets use the National Council of Real Estate Investment Fiduciaries Property Index as their benchmark. The following tables set forth, by asset category, the Company’s pension plan assets as of December 31, 2015 and December 28, 2014 , using the fair value hierarchy established under ASC Topic 820 and described in Note 11 (in thousands): Pension Plan Assets as of December 31, 2015 Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 585,719 $ — $ — $ 585,719 Common/collective trusts — 114,471 — 114,471 103-12 investment entity — 159,975 — 159,975 International equity limited partnership — 38,857 — 38,857 Fixed income: U.S. government securities — 167,969 — 167,969 Corporate bonds — 246,739 — 246,739 Mortgage-backed and asset-backed securities — 29,473 — 29,473 Other — 26,582 — 26,582 Pooled separate account — 18,221 — 18,221 Loan fund limited partnership — 29,852 — 29,852 Real estate — — 86,909 86,909 Private equity limited partnerships — — 456 456 Venture capital limited partnerships — — 1,469 1,469 Total pension plan assets measured at fair value $ 585,719 $ 832,139 $ 88,834 1,506,692 Pension plan assets measured at contract value: Insurance contracts 24,206 Total pension plan assets $ 1,530,898 Pension Plan Assets as of December 28, 2014 Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 675,548 $ — $ — $ 675,548 Common/collective trusts — 127,805 — 127,805 103-12 investment entity — 164,168 — 164,168 International equity limited partnership — 46,539 — 46,539 Fixed income: U.S. government securities — 174,201 — 174,201 Corporate bonds — 246,737 — 246,737 Mortgage-backed and asset-backed securities — 33,828 — 33,828 Other — 30,578 — 30,578 Pooled separate account — 19,669 — 19,669 Loan fund limited partnership — 31,044 — 31,044 Real estate — — 77,731 77,731 Private equity limited partnerships — — 1,461 1,461 Venture capital limited partnerships — — 2,015 2,015 Total pension plan assets measured at fair value $ 675,548 $ 874,569 $ 81,207 1,631,324 Pension plan assets measured at contract value: Insurance contracts 23,933 Total pension plan assets $ 1,655,257 Registered investment companies are valued at exchange listed prices for exchange traded registered investment companies, which are classified in Level 1 of the fair value hierarchy. Common/collective trusts are valued on the basis of the relative interest of each participating investor in the fair value of the underlying assets of each of the respective common/collective trusts. Common/collective trusts contain underlying assets valued based on the net asset value as provided by the investment account manager or based on pricing from observable market information in a non-active market and are classified in Level 2 of the fair value hierarchy. The 103-12 investment entity has underlying assets that include plan assets of two or more plans that are not members of a related group of employee benefit plans. Securities held by this entity include registered investment companies that are valued based on the quoted sale price of the day. Securities for which no market quotations are readily available (including restricted securities) are valued using other significant observable inputs. Therefore, the 103-12 investment entity is classified in Level 2 of the fair value hierarchy. The international equity limited partnership invests in equity securities of emerging market companies that are included in either the International Finance Corporation Free Index or the Morgan Stanley Capital International Emerging Markets Index. Securities in the international equity limited partnership contain underlying assets valued based on the net asset value as provided by the investment account manager or based on pricing from observable market information in a non-active market and are classified in Level 2 of the fair value hierarchy. U.S. government securities consist of investments in treasury securities, investment grade municipal securities and unrated or non-investment grade municipal securities and are classified in Level 2 of the fair value hierarchy. U.S. government bonds not traded on an active market are valued at a price which is based on a compilation of primarily observable market information or a broker quote in a non-active market, and are classified in Level 2 of the fair value hierarchy. Corporate bonds, mortgage-backed securities and asset-backed securities are valued using evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences and are categorized in Level 2 of the fair value hierarchy. The pooled separate account represents an insurance contract under which plan assets are administered through pooled funds. The pooled separate account portfolio may include investments in money market instruments, common stocks and government and corporate bonds and notes. The underlying assets are valued based on the net asset value as provided by the investment account manager and therefore the pooled separate account is classified in Level 2 of the fair value hierarchy. The loan fund limited partnership invests in senior bank loans and other senior debt instruments of borrowers that are primarily based in the U.S. and Canada. The loans and other instruments are valued using evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences. Therefore, the loan fund limited partnership is classified in Level 2 of the fair value hierarchy. The fair values of real estate investments have been estimated using the methods most appropriate for the type of investment, including, but not limited to, the following: forecasts of net cash flows based on analyses of revenue and expenses and anticipated net proceeds from the liquidation of the underlying investments, discounted at prevailing risk-adjusted market rates of interest; comparisons of key performance indicators of relevant industry indices; recent negotiations of comparable investments; and/or independent appraisals by lenders or other third parties, when available. Availability of real estate investments for liquidation by the Company’s pension plans is subject to the liquidity of the underlying assets. Therefore, the real estate investments are classified in Level 3 of the fair value hierarchy. The fair values of private equity and venture capital limited partnerships are estimated on a periodic basis using models that incorporate market, income, and cost valuation methods. The valuation inputs are not highly observable, and these investment interests are not actively traded on an open market. Therefore, investments in private equity and venture capital limited partnerships are classified in Level 3 of the fair value hierarchy. The following tables set forth a summary of changes in the fair value of the Company’s pension plan Level 3 assets for the years ended December 31, 2015 and December 28, 2014 (in thousands): 2015 Real Estate Private Equity Limited Partnerships Venture Capital Limited Partnerships Balance, beginning of year $ 77,731 $ 1,461 $ 2,015 Realized net gains 2,032 46 — Unrealized net gains (losses) 8,580 (19 ) (521 ) Transfers out of Level 3 investments (588 ) (46 ) — Purchases 1,371 — — Sales (2,217 ) (986 ) (25 ) Balance, end of year $ 86,909 $ 456 $ 1,469 2014 Real Estate Private Equity Limited Partnerships Venture Capital Limited Partnerships Balance, beginning of year $ 71,580 $ 2,389 $ 2,150 Realized net gains (losses) 4,003 1 — Unrealized net gains 5,551 (680 ) (56 ) Transfers out of Level 3 investments (2,447 ) (1 ) — Purchases 1,212 — — Sales (2,168 ) (248 ) (79 ) Balance, end of year $ 77,731 $ 1,461 $ 2,015 Cash Flows —In 2015 , the Company made contributions of $0.2 million to certain of its qualified pension plans and $1 million to its other postretirement plans. The Company does not expect to contribute to its qualified pension plans and expects to contribute $1 million to its other postretirement plans in 2016 . Expected Future Benefit Payments —Benefit payments expected to be paid under the Company’s qualified pension plans and other postretirement benefit plans are summarized below (in thousands). The benefit payments reflect expected future service, as appropriate. Qualified Pension Plan Other 2016 $ 114,523 $ 1,409 2017 $ 116,909 $ 1,293 2018 $ 119,720 $ 1,157 2019 $ 121,530 $ 1,048 2020 $ 123,001 $ 942 Thereafter $ 627,912 $ 3,460 Defined Contribution Plans —The Company maintains various qualified 401(k) savings plans, which permit eligible employees to make voluntary contributions on a pretax basis. The plans allow participants to invest their savings in various investments. Effective January 1, 2010 , the Company amended the Tribune Company 401(k) Savings Plan to provide for a matching contribution paid by the Company of 100% on the first 2% of eligible pay contributed by eligible employees and 50% on the next 4% of eligible pay contributed. The Tribune Company 401(k) Savings Plan was also amended to provide for an annual discretionary profit sharing contribution tied to the Company achieving certain financial targets. The Company made contributions of $14 million , $21 million and $28 million , to certain of its defined contribution plans in 2015 , 2014 and 2013 , respectively. The Company’s contributions for 2013 include a $6 million discretionary profit sharing contribution for the 2012 plan year which was recorded as an expense in 2012 but not allocated to the accounts of eligible employees until the first quarter of 2013 . During 2015 , 2014 and 2013 , the Company recorded compensation expense related to its defined contribution plans from continuing operations of $15 million , $14 million and $6 million , respectively. These expenses are included in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Capital Stock | NOTE 16: CAPITAL STOCK Common Stock and Warrants —As of the Effective Date, Reorganized Tribune Company issued 78,754,269 shares of Class A Common Stock and 4,455,767 shares of Class B Common Stock. As described in Note 3 , certain creditors that were entitled to receive Common Stock, either voluntarily elected to receive Class B Common Stock in lieu of Class A Common Stock or were allocated Class B Common Stock in lieu of Class A Common Stock in order to comply with the FCC’s ownership rules and requirements. The Class A Common Stock and Class B Common Stock generally provide identical economic rights, but holders of Class B Common Stock have limited voting rights, including that such holders have no right to vote in the election of directors. Subject to the ownership limitations described below, each share of Class A Common Stock is convertible into one share of Class B Common Stock and each share of Class B Common Stock is convertible into one share of Class A Common Stock, in each case, at the option of the holder at any time. During the years ended December 31, 2015 , December 28, 2014 , and December 29, 2013 on a net basis, 2,432,478 , 772,042 , and 1,389,119 shares, respectively, of Class B Common Stock were converted into 2,432,478 , 772,042 and 1,389,119 shares, respectively, of Class A Common Stock. In addition, on the Effective Date, Reorganized Tribune Company entered into the Warrant Agreement, pursuant to which the Company issued 16,789,972 Warrants to purchase Common Stock. The Company issued the Warrants in lieu of Common Stock to creditors that were otherwise eligible to receive Common Stock in connection with the implementation of the Plan in order to comply with the FCC’s foreign ownership restrictions. Each Warrant entitles the holder to purchase from the Company, at the option of the holder and subject to certain restrictions set forth in the Warrant Agreement and described below, one share of Class A Common Stock or one share of Class B Common Stock at an exercise price of $0.001 per share, subject to adjustment and a cashless exercise feature. The Warrants may be exercised at any time on or prior to December 31, 2032 . During the years ended December 31, 2015 , December 28, 2014 , and December 29, 2013 1,718,652 , 4,875,048 and 9,904,963 Warrants, respectively, were exercised for 1,718,645 , 4,850,072 and 9,786,411 shares, respectively, of Class A Common Stock and nil , 24,944 and 118,533 shares, respectively, of Class B Common Stock. In addition, 9,536 shares, 5,682 shares and 4,077 shares of Class A Common Stock were issued in the form of unrestricted stock awards to certain members of the Board as compensation for retainer fees in 2015 , 2014 and 2013, respectively (see Note 17 for further information). At December 31, 2015 , the following amounts were issued: 291,309 Warrants, 100,015,546 shares of Class A Common Stock, of which 7,670,216 were held in treasury, and 5,605 shares of Class B Common Stock. The Company is authorized to issue up to one billion shares of Class A Common Stock, up to one billion shares of Class B Common Stock and up to 40 million shares of preferred stock, each par value $0.001 per share, in one or more series. The Company has not issued any shares of preferred stock. The Company’s Class A Common Stock is currently traded on the New York Stock Exchange under the symbol “TRCO.” The Company’s Class B Common Stock and Warrants are currently traded over-the-counter under the symbols “TRBAB” and “TRBNW,” respectively. Pursuant to the Company’s amended and restated certificate of incorporation and the Warrant Agreement, in the event the Company determines that the ownership or proposed ownership of Common Stock or Warrants, as applicable, would be inconsistent with or violate any federal communications laws, materially limit or impair any business activities or proposed business activities of the Company under any federal communications laws, or subject the Company to any regulation under any federal communications laws to which the Company would not be subject, but for such ownership or proposed ownership, the Company may, among other things: (i) require a holder of Common Stock or Warrants to promptly furnish information reasonably requested by the Company, including information with respect to citizenship, ownership structure, and other ownership interests and affiliations; (ii) refuse to permit a proposed transfer or conversion of Common Stock, or condition transfer or conversion on the prior consent of the FCC; (iii) refuse to permit a proposed exercise of Warrants, or condition exercise on the prior consent of the FCC; (iv) suspend the rights of ownership of the holders of Common Stock or Warrants; (v) require the conversion of any or all shares of Common Stock held by a stockholder into shares of any other class of capital stock of the Company with equivalent economic value, including the conversion of shares of Class A Common Stock into shares of Class B Common Stock or the conversion of shares of Class B Common Stock into shares of Class A Common Stock; (vi) require the exchange of any or all shares of Common Stock held by any stockholder of the Company for warrants to acquire the same number and class of shares of capital stock in the Company; (vii) to the extent the foregoing are not reasonably feasible, redeem any or all such shares of Common Stock; or (viii) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction to prevent or cure any such situation. On the Effective Date, Reorganized Tribune Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain entities related to Angelo, Gordon & Co., L.P. (the “AG Group”), Oaktree Tribune, L.P., an affiliate of Oaktree (the “Oaktree Group”) and Isolieren Holding Corp., an affiliate of JPMorgan (the “JPM Group,” and each of the JPM Group, AG Group and Oaktree Group, a “Stockholder Group”) and certain other holders of Registrable Securities who become a party thereto. “Registrable Securities” consist of Common Stock, securities convertible into or exchangeable for Common Stock and options, Warrants or other rights to acquire Common Stock. Registrable Securities will cease to be Registrable Securities, among other circumstances, upon their sale under a registration statement or pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Rights Agreement gives a Stockholder Group demand registration, shelf registration and piggyback registration rights. At any time, any Stockholder Group holding at least 5% of the outstanding Class A Common Stock (on a fully diluted basis) (a “Demand Holder”) has certain rights to demand the registration of Registrable Securities on an underwritten or non-underwritten basis, provided that certain conditions are met, including that the aggregate proceeds expected to be received is greater than the lesser of (i) $100 million and (ii) 2.5% of the market capitalization of the Company. Each Stockholder Group is permitted a limited number of demand registrations on Form S-1 (Oaktree Group – five and the AG Group and JPMorgan Group – each three ) and an unlimited number of demand registrations on Form S-3. The Company is not required to file a demand registration statement within 90 days after the effective date of a previous registration statement (other than on Form S-8 or S-4). At any time that the Company is eligible for registration on Form S-3, any Demand Holder may demand the Company file a shelf registration statement covering Registrable Securities. The Stockholder Groups are also afforded unlimited registration rights (piggyback rights) on any registration statement (other than registrations on Form S-8 or S-4 or for rights offerings) filed by the Company with respect to securities of the same class or series covered by such registration statement. The Company has certain rights to suspend its obligations with respect to registrations under certain conditions or upon the happening of certain events (such as pending material corporate developments) for specified periods of time as set forth in the Registration Rights Agreement. The Registration Rights Agreement also includes other customary terms and conditions, including customary lock-up or “holdback” provisions binding the stockholders and the Company and indemnity and contribution obligations of the Company and the stockholders participating in a registration. The registration rights are only transferable to, subject to certain conditions, (i) an affiliate of a Stockholder Group or (ii) a transferee of a Stockholder Group if at least 5% of the Class A Common Stock (on a fully diluted basis) is being transferred to such transferee (and such transferee may not subsequently transfer its registration rights to any other person or entity, other than to a Stockholder Group). The Registration Rights Agreement terminates on December 31, 2022. Secondary Public Offering —Following the exercise of one of the demand registration rights by the stockholders under the Registration Rights Agreement described above, the Company filed a registration statement on Form S-1 and on April 22, 2015 it was declared effective by the SEC for a secondary offering of Class A Common Stock. On April 28, 2015, the selling stockholders completed the sale of 9,240,073 shares of Class A Common Stock at a price of $56.00 per share. The Company did not receive any of the proceeds from the shares of Class A Common Stock sold by the selling stockholders. Common Stock Repurchases —On October 13, 2014 , the Board authorized a stock repurchase program, under which the Company could repurchase up to $400 million of its outstanding Class A Common Stock in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. During 2014, the Company repurchased 1,101,160 shares in open market transactions for $68 million at an average price of $61.58 per share which included 125,566 shares, valued at $8 million , for which the Company placed trades prior to December 28, 2014 that were not settled until the first three business days of the first quarter of 2015. During fiscal 2015, the Company repurchased 6,569,056 shares of Class A Common Stock in open market transactions for $332 million at an average price of $50.59 per share. As of December 31, 2015 , the Company repurchased the full $400 million of outstanding Class A Common Stock authorized under the repurchase program. On February 24, 2016 , the Board authorized a new stock repurchase program, under which the Company may repurchase up to $400 million of its outstanding Class A Common Stock. Under the stock repurchase program, the Company may repurchase shares in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations. Special Cash Dividend —On March 5, 2015, the Board authorized and declared a special cash dividend of $6.73 per share of Common Stock (the “Special Cash Dividend”), which was paid on April 9, 2015 to holders of record of Common Stock at the close of business on March 25, 2015. In addition, pursuant to the terms of the Warrant Agreement, the Company made a cash payment of $6.73 per Warrant on April 9, 2015 to holders of record of Warrants at the close of business on March 25, 2015. The total aggregate payment on April 9, 2015 totaled $649 million , including the payment to holders of Warrants. Quarterly Cash Dividends —The Board declared quarterly cash dividends per share on Common Stock to holders of record of Common Stock and Warrants as follows (in thousands, except per share data): 2015 Per Share Total Amount Second quarter $ 0.25 $ 24,100 Third quarter 0.25 23,620 Fourth quarter 0.25 23,555 Total quarterly cash dividends declared and paid $ 0.75 $ 71,275 On February 24, 2016, the Board declared a quarterly cash dividend of $0.25 per share to be paid on March 24, 2016 to holders of record of Common Stock and Warrants as of March 10, 2016. The payment of the cash dividends also results in the issuance of Dividend Equivalent Units (“DEUs”) to holders of RSUs and PSUs each, as defined and described in Note 17 . The DEUs will be reinvested in RSUs and PSUs and settled concurrently with the vesting of associated RSUs and PSUs. Pursuant to the Company’s policy, the forfeitable DEUs and dividends payable in cash are treated as a reduction of retained (deficit) earnings. The declaration of any future dividends and the establishment of the per share amount, record dates and payment dates for any such future dividends are at the discretion of the Board and will depend upon various factors then existing, including earnings, financial condition, results of operations, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends (including the restricted payment covenant contained in the credit agreement governing the Secured Credit Facility), restrictions imposed by applicable law, general business conditions and other factors that the Board may deem relevant. In addition, pursuant to the terms of the Warrant Agreement, concurrently with any cash dividend made to holders of the Company’s Common Stock, holders of Warrants are entitled to receive a cash payment equal to the amount of the dividend paid per share of Common Stock for each Warrant held. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | NOTE 17: STOCK-BASED COMPENSATION On March 1, 2013 , the Compensation Committee of the Board adopted the 2013 Equity Incentive Plan (the “Equity Incentive Plan”) for the purpose of granting stock awards to directors, officers and employees of the Company and its subsidiaries. Stock awarded pursuant to the Equity Incentive Plan is limited to five percent of the outstanding Common Stock on a fully diluted basis as of the Effective Date. There are 5,263,000 shares of Common Stock authorized for issuance under the Equity Incentive Plan. As of December 31, 2015 , the Company had 2,408,731 shares of Common Stock available for grant. The Equity Incentive Plan provides for the granting of non-qualified stock options (“NSOs”), restricted stock units (“RSUs”), performance share units (“PSUs”) and restricted and unrestricted stock awards (collectively “Equity Awards”). Pursuant to ASC Topic 718, “Compensation-Stock Compensation,” the Company measures stock-based compensation costs on the grant date based on the estimated fair value of the award and recognizes compensation costs on a straight-line basis over the requisite service period for the entire award. The Company’s Equity Incentive Plan allows employees to surrender to the Company shares of vested common stock upon vesting of their stock awards or at the time they exercise their NSOs in lieu of their payment of the required withholdings for employee taxes. The Company does not withhold taxes on Equity Awards in excess of minimum required statutory requirements. Holders of RSUs and PSUs also receive DEUs until the RSUs or PSUs vest. The number of DEUs granted for each RSU or PSU is calculated based on the value of the dividends per share paid on the Company’s Common Stock and the closing price of the Company’s Common Stock on the dividend payment date. The DEUs vest with the underlying RSU or PSU. NSO and RSU awards generally vest 25% on each anniversary of the date of the grant. Under the Equity Incentive Plan, the exercise price of an NSO award cannot be less than the market price of the Common Stock at the time the NSO award is granted and has a maximum contractual term of 10 years. PSU awards cliff vest at the end of the two -year and three -year performance periods, depending on the period specified in each respective PSU agreement. The number of PSUs that ultimately vest depends on the Company’s performance relative to specified financial targets for fiscal years 2015 , 2016 and 2017 . Additionally, RSUs and PSUs are entitled to DEUs. See Note 16 for further information. Restricted and unrestricted stock awards have been issued to certain members of the Board as compensation for retainer fees and long-term awards. Restricted stock awards issued during the second quarter of 2013 vested in 33% increments on December 31, 2013, December 31, 2014 and December 31, 2015. The Company intends to facilitate settlement of all vested awards in Common Stock, with the exception of certain RSUs granted to non-US based employees, which the Company expects to settle in cash. The Company estimates the fair value of NSO awards using the Black-Scholes option-pricing model, which incorporates various assumptions including the expected term of the awards, volatility of the stock price, risk-free rates of return and dividend yield. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility was based on the actual historical volatility of a select peer group of entities operating in similar industry sectors as the Company. The expected dividend yield was based on the Company’s expectation of future dividend payments at the time of grant. Expected life was calculated using the simplified method as described under Staff Accounting Bulletin Topic 14, “Share-Based Payment,” as the Equity Incentive Plan was not in existence for a sufficient period of time for the use of the Company-specific historical experience in the calculation. In connection with the Publishing Spin-off, and pursuant to the terms of the Equity Incentive Plan, the number of Tribune Media Company employees’ outstanding equity awards, and the exercise price of the NSOs, were adjusted to preserve the fair value of the awards immediately before and after the Publishing Spin-off. The conversion ratio (the “Spin-off Ratio”) used to adjust the awards was based on the ratio of (a) the sum of the pre-spin Tribune Media Company closing stock price and the Tribune Publishing closing stock price (adjusted for the 4-for-1 distribution ratio) on the day prior to the Publishing Spin-off to (b) the post-spin Tribune Media Company closing stock price on the day of the Publishing Spin-off. As the above adjustments were made pursuant to existing anti-dilution provisions of the Equity Incentive Plan, which provisions also address other changes in capital structure such as dividends (other than regular dividends), stock splits, mergers or other changes in control events, the Company did not record any incremental compensation expense related to the conversion of the Equity Awards. The Equity Awards continue to vest over the original vesting period, as described above. All nonvested Equity Awards of the Company’s employees that became employees of Tribune Publishing were cancelled as Tribune Publishing replaced the Equity Awards for its employees with new equity awards in its stock. The combined impact of this award activity is collectively referred to as the “Spin-off Adjustments.” The Spin-off Adjustments resulted in the net decrease of approximately 90,525 outstanding Equity Awards, which are separately included in the line item “Adjustments due to Publishing Spin-off” in the tables below. The awards held as of August 4, 2014 by Tribune Media Company employees were modified as follows: • Non-Qualified Stock Options - The number of NSOs outstanding as of the date of the Publishing Spin-off was increased via the calculated Ratio and the strike price of NSOs was decreased via the Spin-off Ratio in order to preserve the intrinsic value of NSOs. • Restricted Stock Units - The number of outstanding RSUs as of the date of the Publishing Spin-off was increased utilizing the calculated Spin-off Ratio in order to preserve the fair value of RSUs. • Performance Share Units - The number of outstanding PSUs as of the date of the Publishing Spin-off was increased utilizing the calculated Spin-off Ratio in order to preserve the fair value of PSUs. In connection with the Special Cash Dividend (see Note 16 ), and pursuant to the terms of the Equity Incentive Plan, the number of the Company’s employees’ outstanding equity awards, and the exercise price of the NSOs, were adjusted to preserve the fair value of the awards immediately before and after the Special Cash Dividend. The Company’s Class A Common Stock began trading ex-dividend on March 23, 2015 (the “Ex-dividend Date”). The conversion ratio (the “Ratio”) used to adjust the awards was based on the ratio of (a) unaffected closing price of Class A Common Stock on the day before the Ex-dividend Date to (b) the opening price of Class A Common Stock on the Ex-dividend Date. As the above adjustments were made pursuant to existing anti-dilution provisions of the Equity Incentive Plan, the Company did not record any incremental compensation expense related to the conversion of the Equity Awards. The Equity Awards continue to vest over the original vesting period, as described above. The combined impact of this award activity is collectively referred to as the “Adjustments.” The Adjustments increased outstanding Equity Awards by 251,537 shares, which are separately included in the line item “Adjustments due to the Special Cash Dividend” in the tables below. The awards held as of the Ex-dividend Date by Company employees were modified as follows: • Non-Qualified Stock Options - The number of NSOs outstanding as of the Ex-dividend Date was increased via the calculated Ratio and the strike price of NSOs was decreased via the Ratio in order to preserve the fair value of NSOs; • Restricted Stock Units - The number of outstanding RSUs as of the Ex-dividend Date was increased utilizing the calculated Ratio in order to preserve the fair value of RSUs; and • Performance Share Units - The number of outstanding PSUs as of the Ex-dividend Date was increased utilizing the calculated Ratio in order to preserve the fair value of PSUs. The following table provides the weighted-average assumptions used to determine the fair value of NSO awards granted during 2015 and 2014 : 2015 2014 Risk-free interest rate 1.71 % 1.95 % Expected dividend yield (1) 0.17 % 0.00 % Expected stock price volatility 44.47 % 54.05 % Expected life (in years) 6.25 6.24 (1) Prior to the Board’s approval of quarterly dividends in the second quarter of 2015, the Company utilized a 0% expected dividend yield assumption in its Black-Scholes calculations. The Company determines the fair value of PSU, RSU and unrestricted and restricted stock awards by reference to the quoted market price of the Class A Common Stock on the date of the grant. Stock-based compensation expense for the year ended December 31, 2015 totaled $32 million . Stock-based compensation expense for the years ended December 28, 2014 and December 29, 2013 , including the expense attributable to Tribune Publishing prior to the Publishing Spin-off, totaled $28 million and $7 million , respectively. A summary of activity, weighted average exercise prices and weighted average fair values related to the NSOs is as follows (shares in thousands). For NSOs granted prior to the Publishing Spin-off, the weighted-average exercise prices and fair values in the table below reflect the historical values without giving effect to the Publishing Spin-off, unless otherwise specified. As noted above, on August 4, 2014, an adjustment was made to convert the exercises prices for options outstanding as of the date of the Publishing Spin-off. For NSOs granted prior to the Ex-dividend Date, the weighted-average exercise prices reflect the historical values without giving effect to the Special Cash Dividend. As noted above, as of the Ex-dividend Date, an adjustment was made to convert the number of outstanding options and the exercise prices to preserve the fair value of the awards. Shares Weighted Avg. Exercise Price Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Aggregate Intrinsic Value (In thousands) Outstanding, December 31, 2012 — $ — $ — — $ — Granted 375 57.27 27.97 Forfeited (23 ) 56.60 27.53 Outstanding, December 29, 2013 352 $ 57.32 $ 28.00 9.4 $ 7,134 Granted 770 79.59 42.24 Exercised (25 ) 56.93 27.79 Cancelled (4 ) 56.73 27.82 Forfeited (84 ) 66.60 34.21 Adjustments due to the Publishing Spin-off (1) (34 ) * * Outstanding, December 28, 2014 (2) 975 $ 70.90 $ 37.15 9.0 $ 1,164 Shares Weighted Avg. Exercise Price Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Aggregate Intrinsic Value (In thousands) Outstanding, December 28, 2014 (2) 975 $ 70.90 $ 37.15 9.0 $ 1,164 Granted 449 57.91 25.81 Exercised (3 ) 49.40 23.86 Cancelled (31 ) 64.01 33.63 Forfeited (160 ) 60.20 29.88 Adjustment due to the Special Cash Dividend 145 * * Outstanding, December 31, 2015 (2) 1,375 $ 60.62 $ 30.47 8.3 $ — Vested and exercisable, December 31, 2015 (2) 287 $ 61.68 $ 32.02 7.6 $ — * Not meaningful (1) As of the date of the Publishing Spin-off, 90,086 of NSOs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 56,071 NSOs to preserve the intrinsic value of outstanding NSOs attributable to Tribune Media Company employees, while also preserving the fair value of the awards immediately before and after the Publishing Spin-off. (2) The weighted average exercise price and weighted-average fair value of options outstanding as of December 28, 2014 and December 31, 2015 reflect the adjustments to the awards as a result of the Publishing Spin-off and the Special Cash Dividend, respectively. For RSUs granted prior to the Ex-dividend Date, the weighted-average fair values reflect the historical values without giving effect to the Special Cash Dividend. As noted above, as of the Ex-dividend Date, an adjustment was made to increase the number of outstanding RSUs to preserve the fair value of the awards. A summary of activity and weighted average fair values related to the RSUs is as follows (shares in thousands): Shares Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Outstanding, December 31, 2012 — $ — Granted 422 57.64 Forfeited (20 ) 56.60 Outstanding, December 29, 2013 402 $ 57.69 3.1 Granted 521 78.58 Vested (149 ) 63.70 Forfeited (86 ) 68.10 Adjustments due to the Publishing Spin-off (1) (55 ) * Outstanding and nonvested, December 28, 2014 633 $ 68.76 2.7 Shares Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Outstanding and nonvested, December 28, 2014 633 $ 68.76 2.7 Granted 457 57.18 Dividend equivalent units granted 16 41.71 Vested (203 ) 66.65 Forfeited (151 ) 58.80 Dividend equivalent units forfeited (1 ) 44.26 Adjustment due to the Special Cash Dividend 89 * Outstanding and nonvested, December 31, 2015 (2)(3) 840 $ 58.39 2.3 * Not meaningful (1) As of the date of the Publishing Spin-off, 94,365 of RSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 38,846 RSUs to preserve the fair value of outstanding RSUs attributable to Tribune Media Company employees. (2) Includes 7,906 RSUs which were granted to foreign employees and which the Company expects to settle in cash. These RSUs generally vest over a four year period. The fair value of these RSUs at December 31, 2015 was not material. (3) The weighted average fair value of outstanding RSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend. A summary of activity and weighted average fair values related to the restricted and unrestricted stock awards is as follows (shares in thousands): Shares Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Outstanding, December 31, 2012 — $ — Granted 38 57.50 Vested (4 ) 56.90 Outstanding, December 29, 2013 34 $ 57.58 2.0 Granted 6 77.40 Vested (23 ) 63.74 Outstanding and nonvested, December 28, 2014 17 $ 56.80 1.0 Granted 12 60.07 Vested (27 ) 58.24 Forfeited (2 ) 56.80 Outstanding and nonvested, December 31, 2015 — $ — 0.0 A summary of activity and weighted average fair values related to the PSUs is as follows (shares in thousands). For PSUs granted prior to the Ex-dividend Date, the weighted-average fair values reflect the historical values without giving effect to the Special Cash Dividend. As noted above, as of the Ex-dividend Date, an adjustment was made to increase the number of outstanding PSUs to preserve the fair value of the awards. Shares Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Outstanding December 29, 2013 — $ — — Granted 55 79.16 Forfeited (11 ) 75.92 Adjustment due to the Publishing Spin-off (1) (1 ) * Outstanding and nonvested, December 28, 2014 43 $ 74.35 1.3 Granted (2) 66 68.10 Dividend equivalent units granted 3 41.86 Forfeited (17 ) 64.89 Adjustment due to Special Cash Dividend (2) 12 * Outstanding and nonvested, December 31, 2015 (2)(3) 107 $ 65.50 0.6 * Not meaningful (1) As of the date of the Publishing Spin-off, 7,936 of PSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 6,945 PSUs to preserve the fair value of outstanding PSUs attributable to Tribune Media Company employees. (2) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. An additional adjustment of 5,907 PSUs which have not yet been deemed granted under U.S. GAAP is not reflected in the table above. (3) The weighted average fair value of outstanding PSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend. As of December 31, 2015 , the Company had not yet recognized compensation cost on nonvested awards as follows (in thousands): Unrecognized Compensation Cost Weighted Average Remaining Recognition Period (in years) Nonvested awards $ 58,686 2.3 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 18: EARNINGS PER SHARE The Company computes earnings (loss) per common share (“EPS”) from continuing operations, discontinued operations and net earnings per common share under the two-class method which requires the allocation of all distributed and undistributed earnings to common stock and other participating securities based on their respective rights to receive distributions of earnings or losses. The Company’s Class A Common Stock and Class B Common Stock equally share in distributed and undistributed earnings. The Company accounts for the Warrants as participating securities, as holders of the Warrants, in accordance with and subject to the terms and conditions of the Warrant Agreement, are entitled to receive ratable distributions of the Company’s earnings concurrently with such distributions made to the holders of Common Stock, subject to certain restrictions relating to FCC rules and requirements. Under the terms of the Company’s RSU and PSU agreements, unvested RSUs and PSUs contain forfeitable rights to dividends and DEUs. Because the DEUs are forfeitable, they are defined as non-participating securities. As of December 31, 2015 , there were 17,433 DEUs outstanding, which will vest at the time that the underlying RSU or PSU vests. The Company computes basic EPS by dividing (loss) income from continuing operations, income (loss) from discontinued operations, and net (loss) income, respectively, applicable to common shares by the weighted average number of common shares outstanding during the period. In accordance with the two-class method, undistributed earnings applicable to the Warrants have been excluded from the computation of basic EPS. Diluted EPS is computed by dividing (loss) income from continuing operations, income (loss) from discontinued operations, and net (loss) income, respectively, by the weighted average number of common shares outstanding during the period as adjusted for the assumed exercise of all outstanding stock awards. The calculation of diluted EPS assumes that stock awards outstanding were exercised at the beginning of the period. The Warrants and stock awards are included in the calculation of diluted EPS only when their inclusion in the calculation is dilutive. ASC Topic 260, “Earnings per Share,” states that the presentation of basic and diluted EPS is required only for common stock and not for participating securities. For the years ended December 31, 2015 , December 28, 2014 and December 29, 2013 , 877,233 , 3,372,145 and 11,965,432 , respectively, of the weighted-average Warrants outstanding have been excluded from the below table. The calculation of basic and diluted EPS is presented below (in thousands, except for per share data): 2015 2014 2013 EPS numerator: (Loss) income from continuing operations, as reported $ (319,918 ) $ 463,111 $ 162,942 Less: Dividends distributed to Warrants 325 — — Less: Undistributed earnings allocated to Warrants — 15,562 19,497 (Loss) income from continuing operations attributable to common shareholders for basic EPS $ (320,243 ) $ 447,549 $ 143,445 Add: Undistributed earnings allocated to dilutive securities (1) — 38 33 (Loss) income from continuing operations attributable to common shareholders for diluted EPS $ (320,243 ) $ 447,587 $ 143,478 Income from discontinued operations, as reported $ — $ 13,552 $ 78,613 Less: Undistributed earnings allocated to Warrants — 502 9,406 Income from discontinued operations attributable to common shareholders for basic and diluted EPS (1) $ — $ 13,050 $ 69,207 Net (loss) income attributable to common shareholders for basic EPS $ (320,243 ) $ 460,599 $ 212,652 Net (loss) income attributable to common shareholders for diluted EPS $ (320,243 ) $ 460,637 $ 212,685 EPS denominator: Weighted average shares outstanding - basic 94,686 96,689 88,037 Impact of dilutive securities (1) — 234 114 Weighted average shares outstanding - diluted 94,686 96,923 88,151 2015 2014 2013 Basic (Loss) Earnings Per Common Share from: Continuing Operations $ (3.38 ) $ 4.63 $ 1.63 Discontinued Operations — 0.13 0.79 Net (loss) income attributable to common shareholders $ (3.38 ) $ 4.76 $ 2.42 Diluted (Loss) Earnings Per Common Share from: Continuing Operations $ (3.38 ) $ 4.62 $ 1.62 Discontinued Operations — 0.13 0.79 Net (loss) income attributable to common shareholders $ (3.38 ) $ 4.75 $ 2.41 (1) The impact of dilutive securities associated with Equity Awards held by Tribune Publishing employees is immaterial. As such, all of the impact of dilutive securities has been allocated to diluted EPS from continuing operations. Since the Company was in a net loss position for the year ended December 31, 2015, there was no difference between the number of shares used to calculate basic and diluted loss per share. Because of their anti-dilutive effect, 2,002,476 , 651,774 and 58,355 common share equivalents, comprised of NSOs, PSUs and RSUs, have been excluded from the diluted EPS calculation for the years ended December 31, 2015 , December 28, 2014 and December 29, 2013 , respectively. |
Comprehensive Income
Comprehensive Income | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Comprehensive Income (Loss) Note | NOTE 19: ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME The Company’s accumulated other comprehensive (loss) income includes unrecognized benefit plan gains and losses, unrealized gains and losses on marketable securities classified as available-for-sale, and foreign currency translation adjustments. Accumulated other comprehensive (loss) income is a separate component of shareholder’s equity in the Company’s Consolidated Balance Sheets. The following table summarizes the activity for each component of accumulated other comprehensive (loss) income (in thousands): Unrecognized Benefit Plan Gains and Losses Foreign Currency Translation Adjustments (2) Unrecognized Gain on Marketable Securities Total Balance at December 30, 2012 (Predecessor) $ (905,314 ) $ (2,810 ) $ — $ (908,124 ) Fresh-start reporting adjustments to eliminate Predecessor's accumulated other comprehensive income (loss), net of taxes of $163,183 and $(543), respectively (1) 905,314 2,810 — 908,124 Balance at December 31, 2012 (Successor) — — — — Other comprehensive income 140,590 95 — 140,685 Balance at December 29, 2013 (Successor) 140,590 95 — 140,685 Distributed in Publishing Spin-off (2,083 ) (7 ) — (2,090 ) Other comprehensive (loss) income (187,830 ) (2,753 ) 5,447 (185,136 ) Balance at December 28, 2014 (Successor) (49,323 ) (2,665 ) 5,447 (46,541 ) Other comprehensive loss (8,068 ) (13,099 ) (3,308 ) (24,475 ) Balance at December 31, 2015 (Successor) $ (57,391 ) $ (15,764 ) $ 2,139 $ (71,016 ) (1) As a result of the adoption of fresh-start reporting, amounts included in the Predecessor’s accumulated other comprehensive (loss) income at December 30, 2012 were eliminated. As a result, the Company recorded $1.071 billion of previously unrecognized pretax losses in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 . The net balance at December 30, 2012 of $(905) million for benefit plans was comprised of $(948) million related to pension plans and $43 million related to other postretirement plans. (2) The changes included a loss of $2 million in each of 2015 and 2014 , net of taxes, and an immaterial impact for 2013 , related to the Company’s 32.1% investment interest in CareerBuilder and the Company’s 31.3% investment interest in TV Food Network. See Note 9 for the discussion of the Company’s equity-method investments. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure | NOTE 20: RELATED PARTY TRANSACTIONS The Company’s company-sponsored pension plan assets include an investment in a loan fund limited partnership managed by Oaktree Capital Management, L.P., which is affiliated with Oaktree Tribune, L.P., a principal shareholder of Tribune Media Company. The fair value of this investment was $30 million and $31 million at December 31, 2015 and December 28, 2014 , respectively. The pension plan assets have included an investment in this fund since 2008 . Oaktree is affiliated with funds that held between 10% and 15% of the outstanding shares of HWW at the time the Company’s acquisition of HWW (see Note 5 ) was consummated and accordingly received a proportional share of the purchase price. The entry into the agreement was approved by the Company’s Audit Committee in accordance with the terms of the Company’s related person transactions policy. The Secured Credit Facility syndicate of lenders includes funds affiliated with Oaktree. These funds held $38 million and $56 million of the Company’s Term B Loans and Former Term Loans at December 31, 2015 and December 28, 2014 , respectively. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | NOTE 21: BUSINESS SEGMENTS The Company is a diversified media and entertainment company comprised of 42 television stations that are either owned by the Company or owned by others, but to which the Company provides certain services, along with a national general entertainment cable network, a production studio, a radio station, a digital and data technology business, a portfolio of real estate assets and investments in a variety of media, websites and other related assets that conducts its operations through two business segments: Television and Entertainment and Digital and Data. Following the Publishing Spin-off, the Company had realigned and renamed its reportable segments (see Note 2 for further information). The Company’s new reportable segments reflect the manner in which the Company sells its products to the marketplace and the manner in which it manages its operations and makes business decisions. In addition, certain administrative activities, including operating the Company’s corporate office functions and managing the Company’s predominantly frozen company-sponsored defined benefit pension plans, as well as the management of certain of the Company’s real estate assets, are reported and included under Corporate and Other. Corporate and Other is not a reportable segment but is included for reconciliation purposes. Television and Entertainment —The Company’s Television and Entertainment segment provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting local television stations and distinctive, high quality television series and movies on WGN America, including content produced by Tribune Studios and its production partners. Tribune Broadcasting owns or operates 42 local television stations, including the three stations to which we provide certain services under SSAs with Dreamcatcher, and consists of 14 FOX television affiliates, 13 CW Network, LLC television affiliates, 6 CBS television affiliates, 3 ABC television affiliates, 2 NBC television affiliates and 4 independent television stations. Additionally, the Television and Entertainment segment includes the digital multicast network services through Antenna TV and through the operation and distribution of THIS TV; WGN America, a national general entertainment cable network; Tribune Studios, a development and production studio; and radio program services on WGN-AM, a Chicago radio station. Digital and Data — The Company’s Digital and Data operations provide innovative technology and services that collect, create and distribute video, music, sports and entertainment data primarily through wholesale distribution channels to consumers globally. No single customer provides more than 10% of the Company’s consolidated revenues. In determining operating profit for each segment, none of the following items have been added or deducted: income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs or income taxes. Assets represent those tangible and intangible assets used in the operations of each segment. The following table summarizes business segment financial data for the fiscal years ended December 31, 2015 , December 28, 2014 and December 29, 2013 (in thousands): 2015 2014 2013 Operating Revenues from Continuing Operations (1) Television and Entertainment $ 1,749,635 $ 1,725,641 $ 1,021,586 Digital and Data 211,527 168,926 72,055 Corporate and Other 49,298 54,792 53,599 Total operating revenues $ 2,010,460 $ 1,949,359 $ 1,147,240 Operating (Loss) Profit from Continuing Operations (1)(2) Television and Entertainment $ (174,955 ) $ 337,431 $ 196,899 Digital and Data 8,409 2,899 15,538 Corporate and Other (96,143 ) (39,148 ) (13,397 ) Total operating (loss) profit $ (262,689 ) $ 301,182 $ 199,040 Depreciation from Continuing Operations (3) Television and Entertainment $ 48,434 $ 50,262 $ 29,947 Digital and Data 9,738 7,744 2,576 Corporate and Other 16,117 12,181 8,664 Total depreciation $ 74,289 $ 70,187 $ 41,187 Amortization from Continuing Operations (3) Television and Entertainment $ 165,936 $ 197,054 $ 105,526 Digital and Data 29,294 21,233 9,191 Total amortization $ 195,230 $ 218,287 $ 114,717 Capital Expenditures Television and Entertainment $ 33,173 $ 34,149 $ 18,813 Digital and Data 23,626 13,102 2,993 Corporate and Other 32,285 35,892 33,205 Discontinued Operations — 6,295 15,858 Total capital expenditures $ 89,084 $ 89,438 $ 70,869 Assets Television and Entertainment $ 7,748,153 $ 8,234,456 Digital and Data (4) 725,151 644,985 Corporate and Other (5) 1,078,809 2,511,369 Assets held for sale (6) 206,422 5,645 Total assets $ 9,758,535 $ 11,396,455 (1) See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods. (2) Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes. (3) Depreciation from discontinued operations totaled $19 million , and $34 million for the years ended December 28, 2014 and December 29, 2013 , respectively. Amortization from discontinued operations totaled $4 million , and $6 million for the years ended December 28, 2014 and December 29, 2013 , respectively. (4) At December 31, 2015 and December 28, 2014 , Digital and Data total assets included $3 million and $4 million , respectively, related to restricted cash and cash equivalents held primarily to satisfy deferred compensation commitments. (5) As of December 31, 2015 and December 28, 2014 , Corporate total assets included $18 million related to restricted cash held to satisfy remaining claim obligations to holders of priority claims and fees earned by professional advisors during Chapter 11 proceedings (see Note 3 ). Corporate and Other assets include certain real estate assets (see Note 2 ) as well as the Company’s equity investment in CareerBuilder. (6) See Note 7 for information regarding assets held for sale. |
Quarterly Financial Information
Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | NOTE 22: QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (in thousands, except per share data) 2015 Quarters 2015 Total First Second Third Fourth Operating Revenues Television and Entertainment $ 410,300 $ 445,622 $ 429,700 $ 464,013 $ 1,749,635 Digital and Data 50,202 43,625 46,561 71,139 211,527 Other 12,235 12,277 12,333 12,453 49,298 Total operating revenues $ 472,737 $ 501,524 $ 488,594 $ 547,605 $ 2,010,460 Operating Profit (Loss) Television and Entertainment $ 79,348 $ 47,088 $ 64,061 $ (365,452 ) $ (174,955 ) Digital and Data 3,734 (4,150 ) (6,207 ) 15,032 8,409 Corporate and Other (22,147 ) (23,154 ) (19,046 ) (31,796 ) (96,143 ) Total operating profit (loss) 60,935 19,784 38,808 (382,216 ) (262,689 ) Income on equity investments, net 36,934 45,913 36,987 27,125 146,959 Interest and dividend income 367 43 162 257 829 Interest expense (39,212 ) (40,374 ) (42,529 ) (42,315 ) (164,430 ) Loss on extinguishment of debt — (37,040 ) — — (37,040 ) Gain on investment transactions, net (1) 687 8,133 3,250 103 12,173 Other non-operating gain (loss), net (1) — 211 2,306 5,623 8,140 Reorganization items, net (2) (992 ) (628 ) 188 (105 ) (1,537 ) Income (Loss) from Continuing Operations Before Income Taxes 58,719 (3,958 ) 39,172 (391,528 ) (297,595 ) Income tax expense 22,302 (693 ) 11,314 (10,600 ) 22,323 Net Income (Loss) $ 36,417 $ (3,265 ) $ 27,858 $ (380,928 ) $ (319,918 ) Basic Earnings (Loss) Per Common Share from: Net income (loss) attributable to common shareholders $ 0.37 $ (0.04 ) $ 0.29 $ (4.07 ) $ (3.38 ) Diluted Earnings (Loss) Per Common Share from: Net income (loss) attributable to common shareholders $ 0.37 $ (0.04 ) $ 0.29 $ (4.07 ) $ (3.38 ) 2014 Quarters 2014 Total First Second Third Fourth Operating Revenues Television and Entertainment $ 400,201 $ 426,961 $ 418,294 $ 480,185 $ 1,725,641 Digital and Data 31,485 33,807 43,434 60,200 168,926 Other 14,416 14,211 13,130 13,035 54,792 Total operating revenues $ 446,102 $ 474,979 $ 474,858 $ 553,420 $ 1,949,359 Operating Profit (Loss) Television and Entertainment $ 64,697 $ 52,414 $ 74,294 $ 146,026 $ 337,431 Digital and Data (2,086 ) (8,910 ) (396 ) 14,291 2,899 Corporate and Other (12,351 ) (11,311 ) (18,613 ) 3,127 (39,148 ) Total operating profit (loss) 50,260 32,193 55,285 163,444 301,182 Income on equity investments, net 38,263 118,953 40,559 38,938 236,713 Interest and dividend income 171 147 363 687 1,368 Interest expense (40,519 ) (39,146 ) (39,150 ) (39,051 ) (157,866 ) Gain on investment transactions, net (1) — 700 2 371,783 372,485 Other non-operating gain (loss), net (1) 157 (1,295 ) 68 (3,734 ) (4,804 ) Reorganization items, net (2) (2,216 ) (2,165 ) (1,594 ) (1,293 ) (7,268 ) Income from Continuing Operations Before Income Taxes 46,116 109,387 55,533 530,774 741,810 Income tax expense 17,649 42,305 2,647 216,098 278,699 Income from Continuing Operations 28,467 67,082 52,886 314,676 463,111 Income (loss) from Discontinued Operations, net of taxes 12,601 15,840 (14,889 ) — 13,552 Net Income $ 41,068 $ 82,922 $ 37,997 $ 314,676 $ 476,663 Basic Earnings Per Common Share from: Continuing Operations $ 0.28 $ 0.67 $ 0.53 $ 3.15 $ 4.63 Discontinued Operations 0.13 0.16 (0.15 ) — 0.13 Net income attributable to common shareholders $ 0.41 $ 0.83 $ 0.38 $ 3.15 $ 4.76 Diluted Earnings Per Common Share from: Continuing Operations $ 0.28 $ 0.67 $ 0.53 $ 3.14 $ 4.62 Discontinued Operations 0.13 0.16 (0.15 ) — 0.13 Net income attributable to common shareholders $ 0.41 $ 0.83 $ 0.38 $ 3.14 $ 4.75 (1) See Note 6 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2015 and 2014. (2) See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2015 and 2014. |
Condensed Consolidated Financia
Condensed Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidated Financial Statements | NOTE 23: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS The Company is the Issuer of the Registered debt and such debt is guaranteed by the 100% owned, domestic Subsidiary Guarantors. The Subsidiary Guarantors are direct or indirect 100% owned domestic subsidiaries of the Company. The subsidiaries of the Company that do not guarantee the Notes (the “Non-Guarantor Subsidiaries”) are direct or indirect subsidiaries of the Company that primarily include the Company’s international operations. The Company’s payment obligations under the Notes are jointly and severally guaranteed by the Subsidiary Guarantors, and all guarantees are full and unconditional. These guarantees are subject to release under certain circumstances, including: (a) upon the sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) of the interests in such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a restricted subsidiary of the Company, or all or substantially all the assets of such Subsidiary Guarantor, in any case, if such sale, exchange, disposition or other transfer is not prohibited by the Indenture, (b) upon the Company designating such Subsidiary Guarantor to be an unrestricted subsidiary in accordance with the Indenture, (c) in the case of any restricted subsidiary of the Company that after the issue date is required to guarantee the Notes, upon the release or discharge of the guarantee by such restricted subsidiary of any indebtedness of the Company or another Subsidiary Guarantor or the repayment of any indebtedness of the Company or another Subsidiary Guarantor, in each case, which resulted in the obligation to guarantee the Notes, (d) upon the Company’s exercise of its legal defeasance option or covenant defeasance option in accordance with the Indenture or if the Company’s obligations under the Indenture are discharged in accordance with the terms of the Indenture, (e) upon the release or discharge of direct obligations of such Subsidiary Guarantor, or the guarantee by such Guarantor of the obligations, under the Senior Credit Agreement, or (f) during the period when the rating of the Notes is changed to investment grade. In lieu of providing separate audited financial statements for the Subsidiary Guarantors, the Company has included the accompanying condensed consolidating financial statements in accordance with the requirements of Rule 3-10(f) of SEC Regulation S-X. The following Condensed Consolidating Financial Statements present the Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive (Loss) Income and Consolidated Statements of Cash Flows of Tribune Media Company, the Subsidiary Guarantors, the Non-guarantor Subsidiaries and the eliminations necessary to arrive at the Company’s information on a consolidated basis. These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X, Rule 3-10. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE (LOSS) INCOME YEAR ENDED DECEMBER 31, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,975,463 $ 53,834 $ (18,837 ) $ 2,010,460 Programming and direct operating expenses — 960,385 23,264 (12,619 ) 971,030 Selling, general and administrative 97,093 529,400 27,325 (6,218 ) 647,600 Depreciation and amortization 7,465 243,303 18,751 — 269,519 Impairment of goodwill and other intangible assets — 385,000 — — 385,000 Total Operating Expenses 104,558 2,118,088 69,340 (18,837 ) 2,273,149 Operating Loss (104,558 ) (142,625 ) (15,506 ) — (262,689 ) (Loss) income on equity investments, net (240 ) 147,199 — — 146,959 Interest and dividend income 510 208 111 — 829 Interest expense (163,336 ) (7 ) (1,087 ) — (164,430 ) Loss on extinguishment of debt (37,040 ) — — — (37,040 ) Gain on investment transactions, net 791 8,132 3,250 — 12,173 Other non-operating items 7,880 (1,277 ) — — 6,603 Intercompany interest income (expense) 1,755 (1,755 ) — — — Intercompany income (charges) 100,260 (99,904 ) (356 ) — — (Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (193,978 ) (90,029 ) (13,588 ) — (297,595 ) Income tax (benefit) expense (74,417 ) 101,493 (4,753 ) — 22,323 (Deficit) equity in earnings of consolidated subsidiaries, net of taxes (200,357 ) (5,446 ) — 205,803 — Net (Loss) Income $ (319,918 ) $ (196,968 ) $ (8,835 ) $ 205,803 $ (319,918 ) Comprehensive (Loss) Income $ (344,393 ) $ (201,018 ) $ (19,003 ) $ 220,021 $ (344,393 ) TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE (LOSS) INCOME YEAR ENDED DECEMBER 28, 2014 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,935,338 $ 30,140 $ (16,119 ) $ 1,949,359 Programming and direct operating expenses — 768,397 13,676 (6,644 ) 775,429 Selling, general and administrative 73,685 502,134 17,930 (9,475 ) 584,274 Depreciation and amortization 2,162 271,953 14,359 — 288,474 Total Operating Expenses 75,847 1,542,484 45,965 (16,119 ) 1,648,177 Operating (Loss) Profit (75,847 ) 392,854 (15,825 ) — 301,182 Income on equity investments, net — 236,713 — — 236,713 Interest and dividend income 961 250 157 — 1,368 Interest expense (155,227 ) (1,442 ) (1,197 ) — (157,866 ) Gain on investment transaction, net — 372,485 — — 372,485 Other non-operating items (8,563 ) (3,537 ) 28 — (12,072 ) Intercompany interest income (expense) 1,760 (1,760 ) — — — Intercompany income (charges) 80,851 (81,328 ) 477 — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (156,065 ) 914,235 (16,360 ) — 741,810 Income tax (benefit) expense (55,573 ) 342,659 (8,387 ) — 278,699 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 577,155 (6,653 ) — (570,502 ) — Income (Loss) from Continuing Operations 476,663 564,923 (7,973 ) (570,502 ) 463,111 Income from Discontinued Operations, net of taxes — — 13,552 — 13,552 Net Income (Loss) $ 476,663 $ 564,923 $ 5,579 $ (570,502 ) $ 476,663 Comprehensive Income (Loss) $ 291,527 $ 562,558 $ 5,191 $ (567,749 ) $ 291,527 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME YEAR ENDED DECEMBER 29, 2013 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,140,243 $ 7,236 $ (239 ) $ 1,147,240 Programming and direct operating expenses — 478,022 2,127 — 480,149 Selling, general and administrative 38,501 271,186 2,699 (239 ) 312,147 Depreciation and amortization 427 154,122 1,355 — 155,904 Total Operating Expenses 38,928 903,330 6,181 (239 ) 948,200 Operating (Loss) Profit (38,928 ) 236,913 1,055 — 199,040 Income on equity investments, net — 145,241 — — 145,241 Interest and dividend income 410 2 1 — 413 Interest expense (38,655 ) (479 ) — — (39,134 ) Gain on investment transaction, net — 150 — — 150 Other non-operating items (51,570 ) 1,226 3,541 — (46,803 ) Intercompany income (charges) 20,814 (21,594 ) 780 — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (107,929 ) 361,459 5,377 — 258,907 Income tax (benefit) expense (35,306 ) 128,035 3,236 — 95,965 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 314,178 (531 ) — (313,647 ) — Income (Loss) from Continuing Operations 241,555 232,893 2,141 (313,647 ) 162,942 Income from Discontinued Operations, net of taxes — — 78,613 — 78,613 Net Income (Loss) $ 241,555 $ 232,893 $ 80,754 $ (313,647 ) $ 241,555 Comprehensive Income (Loss) $ 382,240 $ 232,935 $ 80,497 $ (313,432 ) $ 382,240 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 235,508 $ 13,054 $ 14,082 $ — $ 262,644 Restricted cash and cash equivalents 17,595 — — — 17,595 Accounts receivable, net 672 452,722 13,234 — 466,628 Broadcast rights — 157,538 2,702 — 160,240 Income taxes receivable — 42,816 22 — 42,838 Prepaid expenses 16,747 44,817 1,773 — 63,337 Other 4,494 3,818 351 — 8,663 Total current assets 275,016 714,765 32,164 — 1,021,945 Properties Property, plant and equipment 47,909 662,094 108,655 — 818,658 Accumulated depreciation (10,607 ) (144,089 ) (6,105 ) — (160,801 ) Net properties 37,302 518,005 102,550 — 657,857 Investments in subsidiaries 10,374,921 104,432 — (10,479,353 ) — Other Assets Broadcast rights — 203,376 46 — 203,422 Goodwill — 3,508,718 53,094 — 3,561,812 Other intangible assets, net — 2,091,010 149,189 — 2,240,199 Assets held for sale — 206,422 — — 206,422 Investments 18,276 1,659,029 15,395 — 1,692,700 Intercompany receivables 1,560,781 4,265,957 331,873 (6,158,611 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 239,046 117,124 5,310 (187,302 ) 174,178 Total other assets 1,845,103 12,051,636 554,907 (6,372,913 ) 8,078,733 Total Assets $ 12,532,342 $ 13,388,838 $ 689,621 $ (16,852,266 ) $ 9,758,535 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES AS OF DECEMBER 31, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 29,587 $ 24,153 $ 6,654 $ — $ 60,394 Debt due within one year 22,443 — 4,036 — 26,479 Income taxes payable — 2,700 758 — 3,458 Contracts payable for broadcast rights — 233,660 3,016 — 236,676 Deferred revenue — 39,654 5,067 — 44,721 Interest payable 33,826 — 2 — 33,828 Other 44,615 91,384 5,862 — 141,861 Total current liabilities 130,471 391,551 25,395 — 547,417 Non-Current Liabilities Long-term debt 3,437,713 — 14,831 — 3,452,544 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 994,083 177,251 (187,302 ) 984,032 Contracts payable for broadcast rights — 385,052 55 — 385,107 Contract intangible liability, net — 13,772 — — 13,772 Intercompany payables 4,652,289 1,397,981 108,341 (6,158,611 ) — Other 485,671 55,779 2,491 — 543,941 Total non-current liabilities 8,575,673 2,873,667 302,969 (6,372,913 ) 5,379,396 Total liabilities 8,706,144 3,265,218 328,364 (6,372,913 ) 5,926,813 Shareholders’ Equity (Deficit) Common Stock 100 — — — 100 Treasury Stock (400,153 ) — — — (400,153 ) Additional paid-in-capital 4,619,618 9,529,071 288,814 (9,817,885 ) 4,619,618 Retained (deficit) earnings (322,351 ) 600,853 77,498 (678,351 ) (322,351 ) Accumulated other comprehensive (loss) income (71,016 ) (6,304 ) (10,579 ) 16,883 (71,016 ) Total Tribune Media Company shareholders’ equity (deficit) 3,826,198 10,123,620 355,733 (10,479,353 ) 3,826,198 Noncontrolling interests — — 5,524 — 5,524 Total shareholders’ equity (deficit) 3,826,198 10,123,620 361,257 (10,479,353 ) 3,831,722 Total Liabilities and Shareholders’ Equity (Deficit) $ 12,532,342 $ 13,388,838 $ 689,621 $ (16,852,266 ) $ 9,758,535 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 28, 2014 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 1,433,388 $ 12,204 $ 9,591 $ — $ 1,455,183 Restricted cash and cash equivalents 17,600 — — — 17,600 Accounts receivable, net 7,073 426,574 7,075 — 440,722 Broadcast rights — 144,619 2,804 — 147,423 Income taxes receivable — 4,891 1,521 (1,481 ) 4,931 Deferred income taxes 8,546 21,096 33 — 29,675 Prepaid expenses 15,593 9,435 1,272 — 26,300 Other 4,048 34,869 72 — 38,989 Total current assets 1,486,248 653,688 22,368 (1,481 ) 2,160,823 Properties Property, plant and equipment 24,699 830,942 97,797 — 953,438 Accumulated depreciation (3,636 ) (95,692 ) (3,513 ) — (102,841 ) Net properties 21,063 735,250 94,284 — 850,597 Investments in subsidiaries 10,512,753 87,963 — (10,600,716 ) — Other Assets Broadcast rights — 156,949 65 — 157,014 Goodwill — 3,889,609 28,527 — 3,918,136 Other intangible assets, net — 2,270,955 126,839 — 2,397,794 Assets held for sale — 5,645 — — 5,645 Investments 8,958 1,695,289 12,945 — 1,717,192 Intercompany receivables 979,345 3,578,837 477,242 (5,035,424 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 261,229 108,936 7,625 (188,536 ) 189,254 Total other assets 1,276,532 11,706,220 653,243 (5,250,960 ) 8,385,035 Total Assets $ 13,296,596 $ 13,183,121 $ 769,895 $ (15,853,157 ) $ 11,396,455 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 28, 2014 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 36,123 $ 39,680 $ 1,492 $ — $ 77,295 Debt due within one year — 54 4,034 — 4,088 Income taxes payable — 254,051 — (1,481 ) 252,570 Contracts payable for broadcast rights — 172,133 6,552 — 178,685 Deferred revenue — 30,442 3,910 — 34,352 Interest payable 12,155 — 83 — 12,238 Other 47,288 68,067 9,597 — 124,952 Total current liabilities 95,566 564,427 25,668 (1,481 ) 684,180 Non-Current Liabilities Long-term debt 3,471,017 — 19,880 — 3,490,897 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 1,050,751 293,999 (188,536 ) 1,156,214 Contracts payable for broadcast rights — 279,662 157 — 279,819 Contract intangible liability, net — 34,425 — — 34,425 Intercompany payables 4,022,344 887,352 125,728 (5,035,424 ) — Other 512,238 39,679 3,572 — 555,489 Total non-current liabilities 8,005,599 2,318,869 443,336 (5,250,960 ) 5,516,844 Total liabilities 8,101,165 2,883,296 469,004 (5,252,441 ) 6,201,024 Shareholders’ Equity (Deficit) Common Stock 98 — — — 98 Treasury Stock (67,814 ) — — — (67,814 ) Additional paid-in-capital 4,591,470 9,504,260 215,621 (9,719,881 ) 4,591,470 Retained earnings (deficit) 718,218 797,819 85,680 (883,499 ) 718,218 Accumulated other comprehensive (loss) income (46,541 ) (2,254 ) (410 ) 2,664 (46,541 ) Total shareholders’ equity (deficit) 5,195,431 10,299,825 300,891 (10,600,716 ) 5,195,431 Total Liabilities and Shareholders’ Equity (Deficit) $ 13,296,596 $ 13,183,121 $ 769,895 $ (15,853,157 ) $ 11,396,455 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (47,422 ) $ 190,327 $ (116,961 ) $ — $ 25,944 Investing Activities Capital expenditures (20,775 ) (64,318 ) (3,991 ) — (89,084 ) Acquisitions, net of cash acquired — (5,109 ) (69,850 ) — (74,959 ) Transfers from restricted cash — 1,112 — — 1,112 Investments (15,000 ) (542 ) (7,500 ) — (23,042 ) Distributions from equity investments — 10,328 — — 10,328 Proceeds from sales of investments 103 36,579 8,300 — 44,982 Proceeds from sales of real estate — 4,930 — — 4,930 Net cash used in investing activities (35,672 ) (17,020 ) (73,041 ) — (125,733 ) Financing Activities Long-term borrowings 1,100,000 — — — 1,100,000 Repayments of long-term debt (1,110,159 ) (54 ) (4,049 ) — (1,114,262 ) Long-term debt issuance costs (20,202 ) — — — (20,202 ) Payment of dividends (719,919 ) — — — (719,919 ) Settlements of contingent consideration, net — 4,088 (2,914 ) — 1,174 Common stock repurchases (339,942 ) — — — (339,942 ) Change in excess tax benefits from stock-based awards (868 ) — — — (868 ) Tax withholdings related to net share settlements of share-based awards (4,421 ) — — — (4,421 ) Proceeds from stock option exercises 166 — — — 166 Contributions from noncontrolling interests — — 5,524 — 5,524 Change in intercompany receivables and payables (19,441 ) (176,491 ) 195,932 — — Net cash (used in) provided by financing activities (1,114,786 ) (172,457 ) 194,493 — (1,092,750 ) Net (Decrease) Increase in Cash and Cash Equivalents (1,197,880 ) 850 4,491 — (1,192,539 ) Cash and cash equivalents, beginning of year 1,433,388 12,204 9,591 — 1,455,183 Cash and cash equivalents, end of year $ 235,508 $ 13,054 $ 14,082 $ — $ 262,644 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 28, 2014 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash provided by (used in) operating activities $ 144,792 $ 399,228 $ 87,998 $ (253,563 ) $ 378,455 Investing Activities Capital expenditures (33,485 ) (48,793 ) (7,160 ) — (89,438 ) Acquisitions, net of cash acquired (157,814 ) (68,537 ) (53,482 ) — (279,833 ) Decrease in restricted cash related to acquisition of Local TV — 201,922 — — 201,922 Transfers to restricted cash — (1,109 ) — — (1,109 ) Investments — (830 ) (1,500 ) — (2,330 ) Distributions from equity investments — 180,521 — — 180,521 Intercompany dividends 21,437 — — (21,437 ) — Proceeds from sales of investments 103 659,292 — — 659,395 Proceeds from sales of real estate — 49,870 — — 49,870 Net cash (used in) provided by investing activities (169,759 ) 972,336 (62,142 ) (21,437 ) 718,998 Financing Activities Long-term borrowings related to Publishing Spin-off — — 346,500 — 346,500 Repayments of long-term debt (293,865 ) (2,383 ) (3,037 ) — (299,285 ) Repayment of Senior Toggle Notes — (172,237 ) — — (172,237 ) Long-term debt issuance costs related to Publishing Spin-off — — (10,179 ) — (10,179 ) Common stock repurchases (60,211 ) — — — (60,211 ) Cash and restricted cash distributed to Tribune Publishing — — (86,530 ) — (86,530 ) Change in excess tax benefits from stock-based awards 868 — — — 868 Tax withholdings related to net share settlements of share-based awards (3,201 ) — — — (3,201 ) Proceeds from stock option exercises 1,308 — — — 1,308 Intercompany dividends — — (275,000 ) 275,000 — Change in intercompany receivables and payables 1,258,014 (1,256,528 ) (1,486 ) — — Net cash provided by (used in) financing activities 902,913 (1,431,148 ) (29,732 ) 275,000 (282,967 ) Net Increase (Decrease) in Cash and Cash Equivalents 877,946 (59,584 ) (3,876 ) — 814,486 Cash and cash equivalents, beginning of year 555,442 71,788 13,467 — 640,697 Cash and cash equivalents, end of year $ 1,433,388 $ 12,204 $ 9,591 $ — $ 1,455,183 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 29, 2013 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (119,522 ) $ 383,994 $ 95,099 $ — $ 359,571 Investing Activities Capital expenditures (30,340 ) (23,424 ) (17,105 ) — (70,869 ) Acquisitions, net of cash acquired — (2,523,410 ) (27,000 ) — (2,550,410 ) Increase in restricted cash related to acquisition of Local TV — (201,922 ) — — (201,922 ) Intercompany notes issuance (27,000 ) — — 27,000 — Investments (275 ) (2,373 ) (169 ) — (2,817 ) Distributions from equity investments — 53,871 — — 53,871 Proceeds from sales of investments 2,074 — 100 — 2,174 Proceeds from sales of real estate — 10,739 — — 10,739 Net cash (used in) provided by investing activities (55,541 ) (2,686,519 ) (44,174 ) 27,000 (2,759,234 ) Financing Activities Long-term borrowings 3,763,567 — 26,933 — 3,790,500 Repayments of long-term debt (1,100,000 ) (2,234 ) — — (1,102,234 ) Long-term debt issuance costs (78,480 ) — — — (78,480 ) Intercompany notes borrowing — 27,000 — (27,000 ) — Change in intercompany receivables and payables (2,264,883 ) 2,346,758 (81,875 ) — — Net cash provided by (used in) financing activities 320,204 2,371,524 (54,942 ) (27,000 ) 2,609,786 Net Increase (Decrease) in Cash and Cash Equivalents 145,141 68,999 (4,017 ) — 210,123 Cash and cash equivalents, beginning of year 410,301 2,789 17,484 — 430,574 Cash and cash equivalents, end of year $ 555,442 $ 71,788 $ 13,467 $ — $ 640,697 |
Basis of Presentation and Sig33
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Calculation of Amortization of Unrecognized Net Actuarial Gain Loss [Policy Text Block] | The Company’s policy is to incorporate asset-related gains and losses into the asset value used to calculate the expected return on plan assets and into the calculation of amortization of unrecognized net actuarial loss over a four-year period |
Nature of Operations and Reclassifications | Nature of Operations and Reclassifications —Tribune Media Company and its subsidiaries (the “Company”) is a diversified media and entertainment company. It is comprised of 42 television stations that are either owned by the Company or owned by others but to which the Company provides certain services, along with a national general entertainment cable network (WGN America), a radio station, a production studio, the Digital and Data business, a portfolio of real estate assets and investments in a variety of media, websites and other related assets. Prior to the spin-off of its principal publishing businesses on August 4, 2014 , (the “Publishing Spin-off”, as further defined and described in Note 2 ) the Company was also engaged in newspaper publishing. Following the Publishing Spin-off, the Company realigned and renamed its reportable segments. These segments reflect the manner in which the Company sells its products to the marketplace and the manner in which it manages its operations and makes business decisions. The Company’s reportable segments consist of: • Television and Entertainment: Provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting local television stations and distinctive, high quality television series and movies on WGN America, including content produced by Tribune Studios and its production partners, as well as news, entertainment and sports information via the Company’s websites and other digital assets. • Digital and Data: Provides innovative technology and services that collect, create and distribute video, music, sports and entertainment data primarily through wholesale distribution channels to consumers globally. The Company also holds a variety of investments in cable and digital assets, including equity investments in Television Food Network, G.P. (“TV Food Network”) and CareerBuilder, LLC (“CareerBuilder”). In addition, the Company reports and includes under Corporate and Other the management of certain owned real estate assets, including revenues from leasing the office and production facilities, and any gains or losses from sales of real estate, as well as certain administrative activities associated with operating corporate office functions and managing its predominantly frozen company-sponsored defined benefit pension plans. Prior to the Publishing Spin-off, the Company reported its operations through two reportable segments: broadcasting and publishing; certain administrative activities were reported and included under corporate. The Company’s publishing segment operated eight major-market daily newspapers and related businesses, distributed preprinted insert advertisements, provided commercial printing and delivery services to other newspapers and managed the websites of the Company’s daily newspapers and television stations, along with the websites of other branded products that target specific areas of interest. Also included in the publishing segment were digital entertainment data businesses which distribute entertainment listings and license proprietary software and data. These digital entertainment data businesses were not included in the Publishing Spin-off and are now included in the Digital and Data reportable segment. The principal daily newspapers published by the Company that were included in the Publishing Spin-off were the Los Angeles Times ; the Chicago Tribune ; the South Florida Sun Sentinel ; the Orlando Sentinel ; The Baltimore Sun ; the Hartford Courant ; The Morning Call , serving Pennsylvania’s Lehigh Valley; and the Daily Press , serving the Virginia Peninsula. The historical results of operations for the businesses included in the Publishing Spin-off are presented in discontinued operations for all periods presented (see Note 2 ). Beginning in fiscal 2015, the Television and Entertainment reportable segment includes the Company’s Zap2it.com entertainment website business, which was previously included in the Digital and Data reportable segment. Certain previously reported amounts have been reclassified to conform to the current presentation; the impact of this reclassification was immaterial. |
Change in Accounting Principle | Change in Accounting Principle — On November 20, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), as further discussed below. The Company elected to early adopt ASU 2015-17 prospectively in the fourth quarter of fiscal 2015 and present all deferred tax assets and liabilities, along with any related valuation allowances as of December 31, 2015, as noncurrent on the Company’s Consolidated Balance Sheets. The adoption of ASU 2015-17 was required to be treated as a change in accounting principle. The Company did not retrospectively adjust prior periods for this change. |
Fiscal Year | Fiscal Year —On April 16, 2015, the Company’s Board of Directors (the “Board”) approved the change of the Company’s fiscal year end from the last Sunday in December of each year to December 31 of each year and to change the Company’s fiscal quarter end to the last calendar day of each quarter. This change in fiscal year end was effective with the second fiscal quarter, which ended on June 30, 2015. As a result of this change, the fiscal year ended December 31, 2015 includes four additional days compared to the fiscal years ended December 28, 2014 and December 29, 2013. Fiscal years 2014 and 2013 each comprised a 52‑week period. |
Principles of Consolidation and Variable Interest Entities | Principles of Consolidation and Variable Interest Entities —The consolidated financial statements include the accounts of Tribune Media Company and all majority-owned subsidiaries, as well as any variable interests for which the Company is the primary beneficiary. In general, investments comprising between 20 percent to 50 percent of the voting stock of companies and certain partnership interests are accounted for using the equity method. All other investments are generally accounted for using the cost method. All significant intercompany transactions are eliminated. The Company evaluates its investments and other transactions to determine whether any entities associated with the investments or transactions should be consolidated under the provisions of FASB Accounting Standards Codification (“ASC”) Topic 810, “Consolidation.” ASC Topic 810 requires an ongoing qualitative assessment of variable interest entities (“VIEs”) to assess which entity is the primary beneficiary as it has the power to direct matters that most significantly impact the activities of a VIE and has the obligation to absorb losses or benefits that could be potentially significant to the VIE. The Company consolidates VIEs when it is the primary beneficiary. On April 14, 2015, the Company entered into a real estate venture agreement with a third party to redevelop one of the Company’s Florida properties and formed a new limited liability company, TREH 200E Las Olas Venture, LLC (“Las Olas LLC”). The Company contributed land with an agreed-upon value between the parties of $15 million and a carrying value of $10 million , resulting in a 92% interest in the Las Olas LLC. In the future, the Company’s interest in the Las Olas LLC may decline to 85% , subject to the other party’s additional investments. The Las Olas LLC was determined to be a VIE where the Company is the primary beneficiary. The Company consolidates the financial position and results of operations of this VIE. The results of operations of the VIE as of and for the fiscal year ended December 31, 2015 were not material. On November 12, 2015, the Company executed an agreement with a third party developer to redevelop one of the Company’s California properties. The Company contributed land, building and improvements with an agreed-upon value between the parties of $39 million and a carrying value of $35 million, resulting in a 90% interest in the TREH/Kearny Costa Mesa, LLC (“Costa Mesa LLC”). In the future, the Company’s interest in the Costa Mesa LLC may decline, subject to the other party’s additional investments. The Company consolidates the financial position and results of operations of Costa Mesa LLC as it has the majority ownership. The results of operations of the Costa Mesa LLC as of and for the fiscal year ended December 31, 2015 were not material. Prior to September 2, 2015, the Company held a variable interest in Newsday Holdings LLC (“NHLLC”). On September 2, 2015, all of the outstanding equity interests of NHLLC were acquired by CSC Holdings, LLC (“CSC”). Additionally, prior to October 1, 2014, the Company held a variable interest in Classified Ventures, LLC (“CV”). On October 1, 2014, all of the outstanding equity interests of CV were acquired by TEGNA, Inc. (as successor to Gannett Co., Inc.) (“TEGNA”). Prior to July 29, 2014, the Company held a variable interest in Perfect Market, Inc. (“PMI”). On July 29, 2014, all of the outstanding equity interests of PMI were acquired by Taboola.com LTD (“Taboola”). In connection with the acquisition, the Company’s shares in PMI were converted into shares of Taboola. The Company’s ownership in Taboola is less than 1% and the Company has determined the investment is not a VIE as defined by ASC Topic 810. At December 31, 2015 and December 28, 2014 , the Company indirectly held a variable interest in Topix, LLC (“Topix”) through its investment in TKG Internet Holdings II, LLC and at December 28, 2014 , the Company held a variable interest in Newsday LLC (as defined and described in Note 9 ). In addition, prior to December 27, 2013 (as further described below), the Company held variable interests as a result of certain transactions with Local TV Holdings, LLC (“Local TV”) in October 2008 . The Company has determined that it was not the primary beneficiary of any of these entities and therefore has not consolidated any of them as of and for the periods presented in the accompanying consolidated financial statements. On December 27, 2013 , the Company closed the Local TV Acquisition (see Note 5 ). In conjunction with the acquisition, the Company became a party to an agreement with Dreamcatcher Broadcasting LLC, a Delaware limited liability company (“Dreamcatcher”). The Company determined that it holds a variable interest in Dreamcatcher and is the primary beneficiary. As such, the Company’s consolidated financial statements include the results of operations and the financial position of Dreamcatcher beginning on December 27, 2013 . See Note 5 for further information on the Company’s acquisition of Local TV, the related transactions with Dreamcatcher and the carrying amounts and classification of the assets and liabilities of Dreamcatcher which have been included in the Company’s Consolidated Balance Sheets as of December 31, 2015 and December 28, 2014 . The assets of the consolidated VIE can only be used to settle the obligations of the VIE. In 2008 , the Company entered into a shared services agreement for its KPLR-TV station in St. Louis, Missouri and a local marketing agreement (“LMA”) for its KWGN-TV station in Denver, Colorado, each with the FOX Broadcasting Company (“FOX”) network affiliate television station owned by Local TV in these markets. These agreements became effective on October 6, 2008 and effectively allowed the Company to economically combine the operating facilities and news operations of its stations with those owned by Local TV in each market and to share certain programming. Prior to the Local TV Acquisition (see Note 5 ), the Company recorded in its historical consolidated broadcasting revenues amounts equal to agreed upon percentages of the net adjusted cash flows (as defined in the local marketing agreements) of the combined operations of its stations and the Local TV stations in St. Louis and Denver. The LMA arrangements were cancelled as of the effective date of the Local TV Acquisition (see Note 5 ) because the Company became the owner of both stations in each market. |
Revenue Recognition | Revenue Recognition —The Company’s primary sources of revenue related to Television and Entertainment are from local and national broadcasting and cable advertising and retransmission consent and carriage fee revenues on the Company’s television, cable and radio stations as well as from direct and indirect display advertising. Digital and Data revenue is primarily derived from licensing its video, sports and music content to third parties. The Company also recognizes revenues from leases of its owned real estate. The Company recognizes revenue when the following conditions are met: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the fees are fixed or determinable and (iv) collection is reasonably assured. Revenue arrangements with multiple deliverables are divided into separate units of accounting when the delivered item has value to the customer on a stand-alone basis. Revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. We use a hierarchy to determine the fair value to be used for allocating revenue to elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) best estimate of selling price (“ESP”). For software elements, we follow the industry specific software guidance which only allows for the use of VSOE in establishing fair value. Television and Entertainment advertising revenue is recorded, net of agency commissions, when commercials are aired. Television operations may trade certain advertising time for products or services, as well as barter advertising time for program material. Trade transactions are generally reported at the estimated fair value of the product or services received, while barter transactions are reported at the Company’s estimate of the value of the advertising time exchanged, which approximates the fair value of the program material received. Barter/trade revenue is reported when commercials are broadcast and expenses are reported when products or services are utilized or when programming airs. The Company records rebates when earned as a reduction of advertising revenue. Retransmission consent fees represent fees that the Company earns from multichannel video programming distributors (“MVPDs”) for the distribution of the Company’s television stations’ broadcast programming. Retransmission consent fees are recognized over the contract period, generally based on a negotiated fee per subscriber. Carriage fees represent fees that the Company earns from MVPDs for the carriage of the Company’s cable channels. Carriage fees are recognized over the contract period, generally based on the number of subscribers and negotiated rates. Digital and Data revenue includes software licensing recognized in accordance with ASC Topic 985, “Software.” License fees are based on the number of units shipped or the number of subscribers. Revenues from per-unit or per-subscriber fees are recognized in the period the services are provided to a licensee, as reported to the Company by the licensee. Certain non-refundable, non-cancelable license fees are paid in advance for which revenue is recognized when the underlying licensed product is delivered to the licensee. Revenues from data services are recognized on a straight-line basis over the period its licensee has the right to receive the service. The Company accounts for cash consideration (such as sales incentives) that it gives to its customers or resellers as a reduction of revenue, unless the Company receives a benefit that is separate from the customer’s purchase from the Company and for which it can reasonably estimate the fair value. |
Use of Estimates | Use of Estimates —The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. The adoption of fresh-start reporting as of the Effective Date (as defined in Note 3) required management to make certain assumptions and estimates to allocate the Successor’s enterprise value to the Successor’s assets and liabilities based on fair values. These estimates of fair value represent the Company’s best estimates based on independent appraisals and various valuation techniques and trends, and by reference to relevant market rates and transactions. The estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and fair values reflected in the valuations will be realized, and actual results could vary materially. |
Cash and Cash Equivalents | Cash and Cash Equivalents —Cash and cash equivalents are stated at cost, which approximates market value. Investments with original maturities of three months or less at the time of purchase are considered to be cash equivalents. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents —Restricted cash and cash equivalents consist of funds that are not available for general corporate use and primarily consist of restricted cash held by the Company to satisfy the remaining claim obligations pursuant to the Plan (as defined and described in Note 3 ). On the Effective Date, the Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At both December 31, 2015 and December 28, 2014 , restricted cash held by the Company to satisfy such obligations totaled $18 million . In conjunction with the acquisition of Local TV on December 27, 2013 (see Note 5 ), the Company provided a notice to holders of the Senior Toggle Notes that it intended to redeem such notes within a thirty -day period. On December 27, 2013, the Company deposited $202 million with The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) ( $174 million of which, inclusive of accrued interest of $2 million , was payable to third parties and the remaining $28 million was payable to a subsidiary of the Company), together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. At December 29, 2013, the $202 million deposit was presented as restricted cash and cash equivalents on the Company’s Consolidated Balance Sheet. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts —The Company’s accounts receivable are primarily due from advertisers. Credit is extended based on an evaluation of each customer’s financial condition, and generally collateral is not required. The Company maintains an allowance for uncollectible accounts, rebates and volume discounts. This allowance is determined based on historical write-off experience and any known specific collectability exposures. A summary of the activity with respect to the accounts receivable allowances is as follows (in thousands): Accounts receivable allowance balance at December 29, 2013 $ 16,254 2014 additions charged to costs and expenses 21,306 2014 deductions (18,515 ) Allowance distributed in Publishing Spin-off (11,732 ) Accounts receivable allowance balance at December 28, 2014 $ 7,313 2015 additions charged to costs and expenses 7,873 2015 deductions (7,010 ) Accounts receivable allowance balance at December 31, 2015 $ 8,176 |
Broadcast Rights | Broadcast Rights —The Company acquires rights to broadcast syndicated programs, original licensed series and feature films. Pursuant to ASC Topic 920, “Entertainment-Broadcasters,” these rights and the related liabilities are recorded as an asset and a liability when the license period has begun, the cost of the program is determinable and the program is accepted and available for airing. The current portion of programming inventory includes those rights available for broadcast that are expected to be amortized in the succeeding year. The Company amortizes its broadcast rights costs over the period in which an economic benefit is expected to be derived based on the timing of the usage and benefit from such programming. Newer licensed/acquired programming and original produced programming are generally amortized on an accelerated basis as the episodes are aired. For certain categories of licensed programming and feature films that have been exploited through previous cycles, amortization expense is recorded on a straight-line basis. The Company also has commitments for network and sports programming that are expensed on a straight-line basis as the programs are available to air. Management’s judgment is required in determining the timing of the expensing of these costs, and includes analyses of historical and estimated future revenue and ratings patterns for similar programming. The Company regularly reviews, and revises when necessary, its revenue estimates, which may result in a change in the rate of amortization. Amortization of broadcast rights are expensed to programming in the Company’s Consolidated Statements of Operations. The Company carries its broadcast rights at the lower of unamortized cost or estimated net realizable value. The Company evaluates the net realizable value of broadcast rights on a daypart, series, or title-by-title basis, as appropriate. Changes in management’s intended usage of a specific daypart, series, or program would result in a reassessment of the net realizable value, which could result in an impairment. The Company determines the net realizable value and estimated fair value, as appropriate, based on a projection of the estimated advertising revenues and carriage/retransmission revenues, less certain direct costs of delivery, expected to be generated by the program material. If the Company’s estimates of future revenues decline, amortization expense could be accelerated or impairment adjustments may be required. We assess future seasons of syndicated programs that we are committed to acquire for impairment as they become available to us for airing. Any impairments of programming rights are expensed to programming in the Company’s Consolidated Statements of Operations. As a result of the evaluation of the recoverability of the unamortized costs associated with broadcast rights, the Company recognized a non-cash impairment charge of $74 million for the syndicated programs Person of Interest and Elementary at WGN America in 2015. |
Production Costs | Production Costs —The Company produces and enters into arrangements with third parties to co-produce original programming to exhibit on its broadcast stations and cable network. In accordance with ASC Topic 926, “Entertainment-Films,” the Company estimates total revenues to be earned and costs to be incurred throughout the life of each television program. Estimates for remaining total lifetime revenues are limited to the amount of revenue contracted for each episode in the initial market (which is the US television market). Accordingly, television programming costs and participation costs incurred in excess of the amount of revenue contracted in the initial market are expensed as incurred. Estimates for all secondary market revenues such as domestic and foreign syndication, digital streaming, home entertainment and merchandising are included in the estimated lifetime revenues of such television programming once it can be demonstrated that a program can be successfully licensed in such secondary market. Television programming costs incurred subsequent to the establishment of the secondary market are initially capitalized and amortized based on the proportion that current period revenues bear to the estimated remaining total lifetime revenues. As several of the Company’s produced programming television series have either recently launched or have yet to premiere, the Company does not have a demonstrated history of participating in secondary market revenues to support that these programs can be successfully licensed in such secondary markets. Production costs are expensed to programming in the Company’s Consolidated Statement of Operations. |
Properties | Properties —As a result of the adoption of fresh-start reporting, the Company’s property, plant and equipment was adjusted to fair value on the Effective Date. There were no changes to the methods used by the Company to compute depreciation or any changes to the policy for determining estimated useful lives for assets placed into service subsequent to the Effective Date as a result of the adoption of fresh-start reporting. The estimated useful lives of the Company’s property, plant and equipment that were in service on the Effective Date were revised and currently range as follows: 1 to 44 years for buildings and 1 to 30 years for all other equipment. |
Goodwill and Other Indefinite-Lived Intangible Assets | Goodwill and Other Indefinite-Lived Intangible Assets —Goodwill and other indefinite-lived intangible assets are summarized in Note 8 . The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 350, “Intangibles — Goodwill and Other.” Under ASC Topic 350, the impairment review of goodwill and other intangible assets not subject to amortization must be based on estimated fair values. The Company’s annual impairment review measurement date is in the fourth quarter of each year. The estimated fair values of the reporting units to which goodwill has been allocated are determined using many critical factors, including projected future operating cash flows, revenue and market growth, market multiples, discount rates and consideration of market valuations of comparable companies. The estimated fair values of other intangible assets subject to the annual impairment review, which include FCC licenses and trade name, are generally calculated based on projected future discounted cash flow analyses. The development of estimated fair values requires the use of assumptions, including assumptions regarding revenue and market growth as well as specific economic factors in the broadcasting industry. These assumptions reflect the Company’s best estimates, but these items involve inherent uncertainties based on market conditions generally outside of the Company’s control. Adverse changes in expected operating results and/or unfavorable changes in other economic factors used to estimate fair values could result in additional non-cash impairment charges in the future under ASC Topic 350. |
Impairment Review of Long-Lived Assets | Impairment Review of Long-Lived Assets —In accordance with ASC Topic 360, “Property, Plant and Equipment,” the Company evaluates the carrying value of long-lived assets to be held and used whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset or asset group may be impaired. The carrying value of a long-lived asset or asset group is considered impaired when the projected future undiscounted cash flows to be generated from the asset or asset group over its remaining depreciable life are less than its current carrying value. The Company measures impairment based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset or asset group. The fair value is determined primarily by using the projected future cash flows discounted at a rate commensurate with the risk involved as well as market valuations. Losses on long-lived assets to be disposed of are determined in a similar manner, except that the fair values are reduced for an estimate of the cost to dispose or abandon. Adverse changes in expected operating results and/or unfavorable changes in other economic factors used to estimate future undiscounted cash flows could result in additional non-cash impairment charges in the future under ASC Topic 360. |
Pension Plans and Other Postretirement Benefits | Pension Plans and Other Postretirement Benefits —Retirement benefits are provided to employees through pension plans sponsored either by the Company or by unions. Under the Company-sponsored plans, pension benefits are primarily a function of both the years of service and the level of compensation for a specified number of years, depending on the plan. It is the Company’s policy to fund the minimum for Company-sponsored pension plans as required by the Employee Retirement Income Security Act (“ERISA”). Contributions made to union-sponsored plans are based upon collective bargaining agreements. The Company also provides certain health care and life insurance benefits for retired employees. The expected cost of providing these benefits is accrued over the years that the employees render services. It is the Company’s policy to fund postretirement benefits as claims are incurred. The Company recognizes the overfunded or underfunded status of its defined benefit pension or other postretirement plans (other than a multiemployer plan) as an asset or liability in its Consolidated Balance Sheets and recognizes changes in that funded status in the year in which changes occur through comprehensive (loss) income. Additional information pertaining to the Company’s pension plans and other postretirement benefits is provided in Note 15 . |
Self-Insurance | Self-Insurance —The Company self-insures for certain employee medical and disability income benefits, workers’ compensation costs and automobile and general liability claims. The recorded liabilities for self-insured risks are calculated using actuarial methods and are not discounted. The Company carries insurance coverage to limit exposure for self-insured workers’ compensation costs and automobile and general liability claims. The Company’s deductibles under these coverages are generally $1 million per occurrence, depending on the applicable policy period. The recorded liabilities for self-insured risks totaled $34 million at December 31, 2015 and $47 million at December 28, 2014 , which was net of $44 million of such liabilities distributed to Tribune Publishing in the Publishing Spin-off. |
Deferred Revenue | Deferred Revenue —Deferred revenue arises in the normal course of business from advances from customers for the Company’s products and services. Revenue associated with deferred revenue is recognized in the period it is earned. See above for further information on the Company’s revenue recognition policy. |
Stock-Based Compensation | Stock-Based Compensation —In accordance with ASC Topic 718, “Compensation—Stock Compensation,” the Company recognizes stock-based compensation cost in its Consolidated Statements of Operations. Stock-based compensation cost is measured at the grant date for equity-classified awards and at the end of each reporting period for liability-classified awards based on the estimated fair value of the awards. ASC Topic 718 requires stock-based compensation expense to be recognized over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service (the “substantive vesting period”). Additional information pertaining to the Company’s stock-based compensation is provided in Note 17 . |
Income Taxes | Income Taxes —On March 13, 2008, the Predecessor filed an election to be treated as a subchapter S corporation under the Internal Revenue Code (“IRC”), which election became effective as of the beginning of the Predecessor’s 2008 fiscal year. The Predecessor also elected to treat nearly all of its subsidiaries as qualified subchapter S subsidiaries. Subject to certain limitations (such as the built-in gain tax applicable for 10 years to gains accrued prior to the election), the Predecessor was no longer subject to federal income tax. Instead, the Predecessor’s taxable income was required to be reported by its shareholders. The Tribune Employee Stock Ownership Plan (“ESOP”) was the Predecessor’s sole shareholder and was not taxed on the share of income that was passed through to it because the ESOP was a qualified employee benefit plan. Although most states in which the Predecessor operated recognize the subchapter S corporation status, some imposed income taxes at a reduced rate. As a result of the election and in accordance with ASC Topic 740, “Income Taxes,” the Predecessor reduced its net deferred income tax liabilities to report only deferred income taxes relating to states that assess taxes on subchapter S corporations and subsidiaries that were not qualified subchapter S subsidiaries. Provisions for federal and state income taxes are calculated on reported pretax earnings based on current tax laws and also include, in the current period, the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Taxable income reported to the taxing jurisdictions in which the Company operates often differs from pretax earnings because some items of income and expense are recognized in different time periods for income tax purposes. The Company provides deferred taxes on these temporary differences in accordance with ASC Topic 740. Taxable income also may differ from pretax earnings due to statutory provisions under which specific revenues are exempt from taxation and specific expenses are not allowable as deductions. The consolidated tax provision and related accruals include estimates of the potential taxes and related interest as deemed appropriate. These estimates are reevaluated and adjusted, if appropriate, on a quarterly basis. Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are unpredictable and could result in tax liabilities that are significantly higher or lower than that which has been provided by the Company. ASC Topic 740 addresses the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under ASC Topic 740, a company may recognize the tax benefit of an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. ASC Topic 740 requires the tax benefit recognized in the financial statements to be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. See Note 14 for further discussion. In connection with the Debtors’ emergence from Chapter 11, the Company converted from a subchapter S corporation to a C corporation under the IRC and became subject to federal income tax. The effect of this conversion was recorded in connection with the Company’s implementation of fresh-start reporting as more fully described in Note 4 and Note 14 . Accordingly, essentially all of the Company’s net deferred tax liabilities at the Effective Date were reinstated at a higher effective tax rate. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) —Comprehensive income (loss) consists of net income and other gains and losses affecting shareholder’s equity that, under U.S. GAAP, are excluded from net income. The Company’s other comprehensive income (loss) includes changes in unrecognized benefit plan gains and losses, unrealized gains and losses on marketable securities classified as available-for-sale, and foreign currency translation adjustments. The activity for each component of the Company’s accumulated other comprehensive income (loss) is summarized in Note 19 . |
New Accounting Standards | New Accounting Standards —In February 2016, the FASB issued ASU No. 2016-02, “Leases (Subtopic 842).” The new guidance requires lessees to recognize assets and liabilities arising from leases as well as extensive quantitative and qualitative disclosures. A lessee will need to recognize on its balance sheet a right-of-use asset and a lease liability for the majority of its leases (other than leases that meet the definition of a short-term lease). The lease liabilities will be equal to the present value of lease payments. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. The Company is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10).” The new guidance requires entities to measure equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) at fair value, with changes in fair value recognized in net income and requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. Further, entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified today as available for sale in other comprehensive income and they will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. The guidance has additional amendments to presentation and disclosure requirements of financial instruments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-01 on its consolidated financial statements. In November 2015, the FASB issued an ASU No. 2015-17, “Income Taxes (Topic 740).” The amendments in ASU 2015-17 simplify the presentation of deferred income taxes. The amendments require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The amendments in ASU 2015-17 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early application is permitted. The amendments in ASU 2015-17 may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is electing to apply the amendments prospectively. Upon transition, the Company is required to disclosure the nature of and reason for the change in accounting principle and a statement that prior periods were not retrospectively adjusted. The Company early adopted ASU 2015-17 as of December 31, 2015, see “—Change in Accounting Principle” above. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In September 2015, the FASB issued an ASU No. 2015-16, “Business Combinations (Topic 805).” The amendments in ASU 2015-16 simplify the accounting for adjustments made to provisional amounts during the measurement period of a business combination. The amendment requires the acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in ASU 2015-16 are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in ASU 2015-16 should be applied prospectively to adjustments to provisional amounts that occur after the effective date of ASU 2015-16 with earlier application permitted for financial statements that have not been issued. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40).” The amendments in ASU 2015-05 provide guidance to customers about whether a cloud computing arrangement includes a software license. The amendments in ASU 2015-05 are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2015-05 may be applied either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, “Interest — Imputation of Interest (Subtopic 835-30).” The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments. The amendments in ASU 2015-03 should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The SEC staff noted that ASU 2015-03 does not address situations where a company has debt issuance costs related to line-of-credit arrangements. As a result, the FASB issued ASU 2015-15 “Interest - Imputation of Interest (Subtopic 835-30),” which states that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Upon transition, the Company is required to comply with applicable disclosures for the change in accounting principle. The amendments in ASU 2015-03 and ASU 2015-15 are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company will be adopting ASU 2015-03 and ASU 2015-15 on the first day of the 2016 fiscal year. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40).” The amendments in ASU 2014-15 require the management of all entities, in connection with preparing financial statements for each annual and interim reporting period, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016 and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The amendments in ASU 2014-09 create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2014-09 are effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. However, in August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606) - Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09 by one year for annual periods beginning after December 15, 2017, while allowing early adoption as of the original public entity date. The amendments in ASU 2014-09 may be applied either retrospectively to each prior period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 at the date of initial application. The Company is currently evaluating adoption methods and the impact of adopting ASU 2014-09 on its consolidated financial statements. In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in ASU 2014-08 change the criteria for reporting discontinued operations for all entities. The amendments also require new disclosures about discontinued operations and disposals of components of an entity that do not qualify for discontinued operations reporting. The amendments in ASU 2014-08 should be applied prospectively to all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company adopted ASU 2014-08 effective on the first day of the 2015 fiscal year. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. |
Basis of Presentation and Sig34
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | A summary of the activity with respect to the accounts receivable allowances is as follows (in thousands): Accounts receivable allowance balance at December 29, 2013 $ 16,254 2014 additions charged to costs and expenses 21,306 2014 deductions (18,515 ) Allowance distributed in Publishing Spin-off (11,732 ) Accounts receivable allowance balance at December 28, 2014 $ 7,313 2015 additions charged to costs and expenses 7,873 2015 deductions (7,010 ) Accounts receivable allowance balance at December 31, 2015 $ 8,176 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Summarized results of the Company’s discontinued operations and the impact of associated Publishing Spin-off adjustments are as follows (in thousands): Successor Predecessor Year Ended December 28, 2014(1) December 29, 2013 December 31, 2012 Operating revenues $ 970,501 $ 1,755,989 $ — Operating profit 38,712 149,906 — Loss on equity investments, net (626 ) (1,187 ) — Interest income — 35 — Interest expense (2) (6,837 ) (11,042 ) — Gain on investment transactions (3) 1,484 — — Reorganization items, net (9 ) (284 ) (173,449 ) Income (loss) before income taxes 32,724 137,428 (173,449 ) Income tax expense (benefit) (4) 19,172 58,815 (69,548 ) Income (loss) from discontinued operations, net of taxes $ 13,552 $ 78,613 $ (103,901 ) (1) Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off. (2) In connection with the Publishing Spin-off, the Company received a $275 million cash dividend from Tribune Publishing utilizing borrowings of $350 million under a senior secured credit facility entered into by Tribune Publishing prior to the Publishing Spin-off. The full amount of the $275 million cash dividend was used to permanently repay $275 million of outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 10 ). Interest expense associated with the Company’s outstanding debt was allocated to discontinued operations based on the ratio of the $275 million cash dividend received from Tribune Publishing to the total outstanding indebtedness under the outstanding credit facilities in effect in each respective period prior to the Publishing Spin-off and totaled $7 million and $11 million for the years ended December 28, 2014 and December 29, 2013, respectively. (3) Gain on investment transaction consists of a $1 million gain on the remeasurement of Tribune Publishing’s investment in MCT (as defined and described in Note 5 ) as a result of the acquisition of the remaining 50% interest in MCT during the second quarter of 2014. (4) The effective tax rate on pretax income from discontinued operations was 58.6% and 42.8% for the years ended December 28, 2014 and December 29, 2013, respectively. This rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit) and the impact of certain nondeductible transaction costs. See Note 4 for information on the income tax benefit included in discontinued operations for December 31, 2012 . |
Assets and Liabilities Distributed in the Spin-off | The following is a summary of the assets and liabilities distributed to Tribune Publishing on August 4, 2014 in connection with the Publishing Spin-off (in thousands): Assets: Current Assets Cash and cash equivalents $ 59,030 Restricted cash 27,500 Accounts receivable, net 187,153 Inventories 14,623 Deferred income taxes 32,557 Prepaid expenses and other 20,956 Total current assets 341,819 Property, plant and equipment, net 160,087 Other Assets Goodwill 35,450 Intangible assets, net 73,300 Investments 1,924 Other long-term assets 10,179 Deferred income taxes 12,352 Total other assets 133,205 Total Assets 635,111 Liabilities: Current Liabilities Accounts payable 39,422 Employee compensation and benefits 98,156 Debt due within one year 12,680 Deferred revenue 74,505 Accrued expenses and other current liabilities 31,031 Total current liabilities 255,794 Non-Current Liabilities Postretirement, medical life and other benefits 45,255 Long-term debt 333,820 Other obligations 19,589 Total non-current liabilities 398,664 Net Liabilities Distributed to Tribune Publishing $ (19,347 ) |
Proceedings Under Chapter 11 (T
Proceedings Under Chapter 11 (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Reorganizations [Abstract] | |
Reorganization Items Consolidated Financial Statements | Reorganization items, net included in the Successor’s Consolidated Statements of Operations for each of the three years in the period ended December 31, 2015 and in the Predecessor’s Consolidated Statements of Operations for December 31, 2012 consisted of the following (in thousands): Successor Predecessor 2015 2014 2013 December 31, 2012 Reorganization costs, net: Professional advisory fees $ 270 $ 4,272 $ 13,515 $ — Contract rejections and claim settlements 222 575 (446 ) — Other 1,045 2,421 3,862 — Total reorganization costs, net 1,537 7,268 16,931 — Reorganization adjustments, net — — — (4,734,050 ) Fresh-start reporting adjustments, net — — — (3,550,264 ) Total reorganization items, net $ 1,537 $ 7,268 $ 16,931 $ (8,284,314 ) |
Fresh-Start Reporting Fresh-Sta
Fresh-Start Reporting Fresh-Start Reporting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Reorganizations [Abstract] | |
Schedule of Fresh-Start Adjustments | The table below summarizes the Predecessor’s December 30, 2012 Condensed Consolidated Balance Sheet, the reorganization and fresh-start reporting adjustments that were made to that balance sheet as of December 31, 2012 , and the resulting Successor’s Condensed Consolidated Balance Sheet as of December 31, 2012 . Condensed Consolidated Balance Sheets at December 30, 2012 and December 31, 2012 (In thousands of dollars) Predecessor At December 30, 2012 Reorganization Adjustments Fresh-Start Adjustments Successor Assets Current Assets Cash and cash equivalents $ 2,284,426 $ (1,853,852 ) (1) $ — $ 430,574 Accounts receivable, net 491,164 — — 491,164 Inventories 22,249 — (3,901 ) (6) 18,348 Broadcast rights 151,576 — (22,705 ) (6) 128,871 Income taxes receivable 65,475 — — 65,475 Restricted cash and cash equivalents — 186,823 (1) — 186,823 Prepaid expenses and other 82,453 83,021 (1)(3) (4,003 ) (6) 161,471 Total current assets 3,097,343 (1,584,008 ) (30,609 ) 1,482,726 Properties Property, plant and equipment 2,925,355 — (2,048,186 ) (6) 877,169 Accumulated depreciation (1,930,728 ) — 1,930,728 (6) — Net properties 994,627 — (117,458 ) 877,169 Other Assets Broadcast rights 80,945 — (16,700 ) (6) 64,245 Goodwill 409,432 — 1,992,594 (6)(7) 2,402,026 Other intangible assets, net 360,479 — 1,187,455 (6) 1,547,934 Restricted cash and cash equivalents 727,468 (727,468 ) (1) — — Assets held for sale 8,853 — 1,247 (6) 10,100 Investments 605,420 — 1,618,893 (6) 2,224,313 Other 66,469 11,242 (5) (12,944 ) (6) 64,767 Total other assets 2,259,066 (716,226 ) 4,770,545 6,313,385 Total assets $ 6,351,036 $ (2,300,234 ) $ 4,622,478 $ 8,673,280 Condensed Consolidated Balance Sheets at December 30, 2012 and December 31, 2012 (Continued) (In thousands of dollars) Predecessor At December 30, 2012 Reorganization Adjustments Fresh-Start Adjustments Successor Liabilities and Shareholder’s Equity (Deficit) Current Liabilities Current portion of term loan $ — $ 6,843 (5) $ — $ 6,843 Accrued reorganization costs 102,191 24,791 (1)(4) — 126,982 Employee compensation and benefits 171,012 6,103 (1)(4) — 177,115 Contracts payable for broadcast rights 109,894 61,595 (4) (19,272 ) (6) 152,217 Income taxes payable 1,605 58,485 (1)(4) — 60,090 Deferred revenue 76,909 — (170 ) (6) 76,739 Accounts payable, accrued expenses and other current liabilities 141,845 95,392 (1)(4)(5) (8,842 ) (6) 228,395 Total current liabilities 603,456 253,209 (28,284 ) 828,381 Non-Current Liabilities Term loan — 1,082,157 (5) — 1,082,157 Deferred income taxes 50,635 293,718 (1)(3) 969,399 (6) 1,313,752 Contracts payable for broadcast rights 67,839 21,791 (4) (7,701 ) (6) 81,929 Contract intangibles — — 227,017 (6) 227,017 Pension obligations and postretirement and other benefits, net 540,618 9,763 (1)(4) — 550,381 Other obligations 57,632 9,033 (1)(4) (13,002 ) (6) 53,663 Total non-current liabilities 716,724 1,416,462 1,175,713 3,308,899 Liabilities Subject to Compromise 13,049,204 (13,049,204 ) (1)(4) — — Common Shares Held by ESOP, net of Unearned Compensation 36,680 (36,680 ) (2) — — Shareholder’s Equity (Deficit) Common stock and additional paid-in capital — — — — Stock purchase warrants 255,000 (255,000 ) (2) — — Retained earnings (deficit) (7,401,904 ) 4,834,979 (1)(2) 2,566,925 (6) — Accumulated other comprehensive income (loss) (908,124 ) — 908,124 (6) — Common stock – Reorganized Tribune Company — 83 (1) — 83 Additional paid-in capital – Reorganized Tribune Company — 4,535,917 (1) — 4,535,917 Total shareholder’s equity (deficit) (8,055,028 ) 9,115,979 3,475,049 4,536,000 Total liabilities and shareholder’s equity (deficit) $ 6,351,036 $ (2,300,234 ) $ 4,622,478 $ 8,673,280 (1) Reflects adjustments arising from implementation of the Plan, including the settlement of prepetition liabilities, the transfer of cash to certain restricted accounts for the limited purpose of funding certain claim payments and professional fees, the cancellation of the Company’s existing common stock and stock purchase warrants and distributions of cash and issuance of Common Stock and Warrants to its creditors. The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes a net pretax gain of $4.739 billion ( $4.543 billion after taxes), including a $5 million gain ( $9 million loss after taxes) recorded in income (loss) from discontinued operations, net of taxes, to reflect these changes in the Predecessor’s capital structure arising from the implementation of the Plan and is comprised of the following adjustments (in thousands): Liabilities subject to compromise on the Effective Date $ 13,049,204 Less: Liabilities assumed and reinstated on the Effective Date (169,513 ) Less: Liabilities for prepetition claims to be settled subsequent to the Effective Date and other adjustments (50,488 ) Liabilities subject to compromise and settled on the Effective Date 12,829,203 Less: Cash distributions on settled claims (3,515,996 ) Less: Issuance of Common Stock and Warrants (4,536,000 ) Gain on settlement of liabilities subject to compromise 4,777,207 Less: Valuation allowance on non-interest bearing loan to the Litigation Trust (20,000 ) Less: Professional advisory fees incurred due to emergence from Chapter 11 (14,136 ) Less: Other reorganization adjustments, net (4,372 ) Total reorganization adjustments before taxes 4,738,699 Less: Income taxes on reorganization adjustments (195,400 ) Net reorganization gain after taxes (1) $ 4,543,299 (1) Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes. On the Effective Date, Reorganized Tribune Company assumed and reinstated $170 million of liabilities that were previously classified as liabilities subject to compromise at December 30, 2012 in accordance with the terms of the Plan. Such liabilities included an aggregate of $89 million related to contracts for broadcast rights, income taxes payable of $65 million , and other liabilities of $16 million . Reorganized Tribune Company also reinstated $50 million of prepetition liabilities allowed by the Bankruptcy Court at the expected settlement amount outlined in the Plan that have been or will be settled subsequent to the Effective Date utilizing $187 million in distributable cash that was transferred to certain restricted accounts on the Effective Date (see below). In the aggregate, Reorganized Tribune Company settled $12.829 billion of liabilities subject to compromise for approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants with a fair value determined pursuant to the Plan of $4.536 billion and interests in the Litigation Trust. This resulted in a pretax gain on settlement of liabilities subject to compromise of $4.777 billion . The cash distributed included $727 million that was classified as restricted cash and cash equivalents in the Predecessor’s Consolidated Balance Sheet at December 30, 2012 and the proceeds from a term loan (see Note 10 ). In addition, Reorganized Tribune Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At December 31, 2015 , restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million . On the Effective Date, Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust pursuant to the Litigation Trust Loan Agreement. The Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation Trust. Given the uncertainty involved in the Litigation Trust’s pursuit of the preserved causes of action transferred to it and the timing and amount of principal payments to be received on the non-interest bearing loan, Reorganized Tribune Company recorded a valuation allowance of $20 million against the principal balance of the loan and included the $20 million charge to establish the valuation allowance as a pretax charge in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 . Reorganization adjustments for December 31, 2012 included a pretax charge of $14 million primarily for professional advisory fees paid to certain of the Predecessor’s professional advisors on the Effective Date. Such fees were contingent upon Reorganized Tribune Company’s successful emergence from Chapter 11. Income taxes attributable to the reorganization totaled $195 million , of which $14 million is included in income (loss) from discontinued operations, net of taxes, and principally related to Reorganized Tribune Company’s conversion from a subchapter S corporation to a C corporation under the IRC as well as the income tax treatment of the implementation of the Plan on the Effective Date, including the cancellation of certain prepetition liabilities (see Note 14 for additional information). (2) As described in Note 3 , in connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Predecessor was forgiven and (iii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled, including the 56,521,739 shares held by the ESOP and the 8,294,000 of shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012 . In addition, the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders were cancelled. As a result, the $37 million of common shares held by the ESOP, net of unearned compensation and the $255 million of stock purchase warrants reflected in the Predecessor’s Consolidated Balance Sheet as of December 30, 2012 were eliminated as direct adjustments to retained earnings (deficit) and were not included in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 . These direct adjustments to retained earnings (deficit) and the net reorganization gain after taxes of $4.552 billion described in (1) above resulted in a total adjustment to retained earnings (deficit) of $4.835 billion . (3) Reflects the conversion of Reorganized Tribune Company from a subchapter S corporation to a C corporation under the IRC. (4) Reflects the reclassification of certain liabilities from liabilities subject to compromise upon the assumption of certain executory contracts and unexpired leases, including contracts for broadcast rights. (5) On the Effective Date, Reorganized Tribune Company entered into a $1.100 billion secured term loan facility, the proceeds of which were used to fund certain required distributions to creditors under the Plan. The secured term loan facility was issued at a discount of 1% of the principal balance totaling $11 million . See the “Exit Financing Facilities” section of Note 10 for further information related to the secured term loan facility. The following table summarizes the amounts included in the Successor’s Consolidated Balance Sheet as of December 31, 2012 related to the secured term loan facility (in thousands): Current portion of term loan: Portion due within one year $ 8,250 Less: Current portion of debt discount (1,407 ) Current portion of term loan $ 6,843 Non-current portion of term loan: Issuance of term loan $ 1,100,000 Less: Debt discount of 1% (11,000 ) Less: Current portion of term loan (6,843 ) Non-current portion of term loan $ 1,082,157 Prior to the Effective Date, the Predecessor incurred transaction costs totaling $4 million in connection with the Exit Financing Facilities (as defined and described in Note 10 ). These costs were classified in other assets in the Predecessor’s Consolidated Balance Sheet at December 30, 2012 . On the Effective Date, Reorganized Tribune Company incurred additional transaction costs totaling $12 million upon the closing of the Exit Financing Facilities. The Company’s combined transaction costs as of the Effective Date, aggregating $16 million , were scheduled to be amortized to interest expense by Reorganized Tribune Company over the expected terms of the Exit Financing Facilities. On December 27, 2013 , the Exit Financing Facilities were extinguished in connection with the Local TV Acquisition (see Notes 5 and 10 ). As a result, unamortized transaction costs totaling $7 million relating to lenders whose portion of the borrowings under the Exit Financing Facilities was deemed extinguished were written off and included in loss on extinguishment of debt in Reorganized Tribune Company’s Consolidated Statement of Operations for the year ended December 29, 2013. (6) The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes certain adjustments recorded as a result of the adoption of fresh-start reporting in accordance with ASC Topic 852 as of the Effective Date. These fresh-start reporting adjustments resulted in a net pretax gain of $3.372 billion ( $2.567 billion after taxes), including a loss of $178 million ( $95 million after taxes) reflected in income (loss) from discontinued operations, net of taxes, and primarily resulted from adjusting the Predecessor’s recorded values for certain assets and liabilities to fair values in accordance with ASC Topic 805, recording related adjustments to deferred income taxes, and eliminating the Company’s accumulated other comprehensive income (loss) as of the Effective Date. The fresh-start reporting adjustments included in the Predecessor’s statement of operations for December 31, 2012 consisted of the following items (in thousands): Fair value adjustments to net properties $ (116,211 ) Fair value adjustments to intangibles 1,186,701 Fair value adjustments to investments 1,615,075 Fair value adjustments to broadcast rights and other contracts (234,098 ) Write-off of Predecessor’s existing goodwill and establish Successor’s goodwill 1,992,594 Other fair value adjustments, net (1,131 ) Elimination of accumulated other comprehensive income (loss) (1,070,764 ) Gain from fresh-start reporting adjustments before taxes 3,372,166 Less: Income taxes attributable to fair value adjustments (805,241 ) Net gain from fresh-start reporting adjustments after taxes (1) $ 2,566,925 (1) Net gain from fresh-start reporting adjustments after taxes includes a $95 million loss reflected in income (loss) from discontinued operations, net of taxes. Property, Plant and Equipment —Property, plant and equipment was adjusted to a fair value aggregating $877 million as of the Effective Date. The fair values of property, plant and equipment were based primarily on valuations obtained from third party valuation specialists principally utilizing the cost and market valuation approaches. Fresh-start reporting adjustments included the elimination of the Predecessor’s aggregate accumulated depreciation balance as of December 30, 2012 . Identifiable Intangible Assets —The following intangible assets were identified by Reorganized Tribune Company and recorded at fair value based on valuations obtained from third party valuation specialists: newspaper mastheads, FCC licenses, trade name, multi-system cable operator relationships, advertiser relationships, network affiliation agreements, retransmission consent agreements, database systems, customer relationships, advertiser backlogs, operating lease agreements, affiliate agreements, broadcast rights contracts, and other contracts and agreements, including real property leases. The cost, income and market valuation approaches were utilized, as appropriate, to estimate the fair values of these intangible assets. The determination of the fair values of these identifiable intangible assets resulted in a $1.187 billion net increase in intangible assets and a $227 million unfavorable contract intangible liability in the Successor’s Consolidated Balance Sheet at December 31, 2012 . The contract intangible liability of $227 million includes $226 million related to net unfavorable broadcast rights contracts and approximately $1 million related to net unfavorable operating lease contracts. Investments —Reorganized Tribune Company’s investments were adjusted to a fair value aggregating $2.224 billion as of the Effective Date. The fair value of Reorganized Tribune Company’s investments was estimated based on valuations obtained from third parties primarily using the market approach. Of the total fresh-start reporting adjustments relating to investments, $1.108 billion is attributable to Reorganized Tribune Company’s share of theoretical increases in the fair value of amortizable intangible assets had the fair value of the investments been allocated to identifiable intangible assets of the investees in accordance with ASC Topic 805. The differences between the fair value and carrying value of these intangible assets of the investees will be amortized into income on equity investments, net in Reorganized Tribune Company’s statement of operations in future periods. Accumulated Other Comprehensive Income (Loss) —As indicated above, amounts included in the Predecessor’s accumulated other comprehensive income (loss) at December 30, 2012 were eliminated. As a result, the Company recorded $1.104 billion of previously unrecognized cumulative pretax losses in reorganization items, net and a related income tax benefit of $169 million in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 , exclusive of $27 million reflected in income (loss) from discontinued operations, net of taxes. (7) As a result of adopting fresh-start reporting, Reorganized Tribune Company established goodwill of $2.402 billion , which represents the excess of reorganization value over amounts assigned to all other assets and liabilities. The following table presents a reconciliation of the enterprise value attributed to Reorganized Tribune Company’s net assets, a determination of the total reorganization value to be allocated to Reorganized Tribune Company’s net assets and the determination of goodwill (in thousands): Determination of goodwill: Enterprise value of Reorganized Tribune Company $ 5,194,426 Plus: Cash and cash equivalents 430,574 Plus: Fair value of liabilities (excluding debt) 3,048,280 Total reorganization value to be allocated to assets 8,673,280 Less: Fair value assigned to tangible and identifiable intangible assets (6,271,254 ) Reorganization value allocated to goodwill $ 2,402,026 Predecessor liabilities at December 30, 2012 of $1.901 billion were also adjusted to fair value in the application of fresh-start reporting resulting in a net increase in liabilities of $1.147 billion (excluding the impact of the new term loan). Increases included the $969 million of deferred income taxes attributable to fair value adjustments and the $227 million contract intangible liability discussed above. These increases were partially offset by reductions in certain other liabilities, including reductions related to real estate lease obligations. |
Schedule of Liabilities Subject to Compromise | The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes a net pretax gain of $4.739 billion ( $4.543 billion after taxes), including a $5 million gain ( $9 million loss after taxes) recorded in income (loss) from discontinued operations, net of taxes, to reflect these changes in the Predecessor’s capital structure arising from the implementation of the Plan and is comprised of the following adjustments (in thousands): Liabilities subject to compromise on the Effective Date $ 13,049,204 Less: Liabilities assumed and reinstated on the Effective Date (169,513 ) Less: Liabilities for prepetition claims to be settled subsequent to the Effective Date and other adjustments (50,488 ) Liabilities subject to compromise and settled on the Effective Date 12,829,203 Less: Cash distributions on settled claims (3,515,996 ) Less: Issuance of Common Stock and Warrants (4,536,000 ) Gain on settlement of liabilities subject to compromise 4,777,207 Less: Valuation allowance on non-interest bearing loan to the Litigation Trust (20,000 ) Less: Professional advisory fees incurred due to emergence from Chapter 11 (14,136 ) Less: Other reorganization adjustments, net (4,372 ) Total reorganization adjustments before taxes 4,738,699 Less: Income taxes on reorganization adjustments (195,400 ) Net reorganization gain after taxes (1) $ 4,543,299 (1) Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Schedule of Variable Interest Entities | The Company’s Consolidated Balance Sheet as of December 31, 2015 and December 28, 2014 includes the following assets and liabilities of the Dreamcatcher stations (in thousands): December 31, 2015 December 28, 2014 Property, plant and equipment, net $ 371 $ 999 Broadcast rights 2,748 2,869 Other intangible assets, net 92,970 103,500 Other assets 111 124 Total Assets $ 96,200 $ 107,492 Debt due within one year $ 4,037 $ 4,034 Contracts payable for broadcast rights 3,016 6,552 Long-term debt 14,831 19,880 Other liabilities 55 157 Total Liabilities $ 21,939 $ 30,623 |
Business Acquisition, Pro Forma Information | Pursuant to ASC Topic 805, the following table sets forth unaudited pro forma results of operations from continuing operations of the Company assuming that the Gracenote acquisition occurred on December 31, 2012, the first day of the Company’s 2013 fiscal year and assuming that the Local TV Acquisition, along with transactions necessary to finance the acquisition and the elimination of certain nonrecurring items, occurred on December 26, 2011, the first day of the Company’s 2012 fiscal year and were fully attributed to the results from continuing operations (in thousands, except per share data): 2014 2013 Total revenues $ 1,961,788 $ 1,814,545 Income from continuing operations $ 466,690 $ 146,938 Basic earnings per common share from continuing operations $ 4.66 $ 1.47 Diluted earnings per common share from continuing operations $ 4.65 $ 1.47 |
Infostrada, SportsDirect, Covers, Enswers | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The total purchase price for the Infostrada Sports, SportsDirect, Covers and Enswers acquisitions assigned to the acquired assets and assumed liabilities of these companies is as follows (in thousands): Consideration: Cash $ 71,768 Less: cash acquired (1,919 ) Net cash $ 69,849 Allocated Fair Value of Acquired Assets and Assumed Liabilities: Restricted cash and cash equivalents $ 404 Accounts receivable and other current assets 2,481 Property and equipment 805 Deferred tax assets 3,816 Other long term assets 157 Intangible assets subject to amortization Customer relationships (useful lives of 6 to 16 years) 17,000 Content databases (useful lives of 10 to 16 years) 13,900 Technologies (useful lives 4 to 10 years) 6,900 Trade name and trademarks (useful life of 15 years) 5,200 Non-competition agreement (useful life 5 years) 1,100 Accounts payable and other current liabilities (1,507 ) Deferred revenue (339 ) Deferred tax liabilities (10,097 ) Other liabilities (477 ) Total identifiable net assets 39,343 Goodwill 30,506 Total net assets acquired $ 69,849 |
What's On India Media Private Limited | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands): Consideration: Cash $ 23,403 Less: Cash acquired (2,203 ) Plus: NPV of deferred payments 5,625 Net consideration $ 26,825 Allocated Fair Value of Acquired Assets and Assumed Liabilities Accounts receivable and other current assets $ 1,407 Other long term assets 1,009 Property and equipment 163 Intangible assets subject to amortization Trade name and trademarks (useful life of 3 years) 200 Technologies (useful lives of 6 to 7 years) 3,100 Customer relationships (useful lives of 6 to 7 years) 2,800 Non-competition agreement (useful life of 5 years) 600 Content databases (useful lives of 13 to 14 years) 7,700 Accounts payable and other current liabilities (1,437 ) Deferred income taxes (4,393 ) Total identifiable net assets 11,149 Goodwill 15,676 Total net assets acquired $ 26,825 |
HWW | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands): Consideration: Cash $ 18,425 Less: cash acquired (176 ) Net cash $ 18,249 Allocated Fair Value of Acquired Assets and Assumed Liabilities: Accounts receivable and other current assets $ 780 Property and equipment 40 Intangible assets subject to amortization Technologies (useful life of 7 years) 3,600 Customer relationships (useful life of 12 years) 2,500 Content database (useful life of 5 years) 2,400 Accounts payable and other current liabilities (147 ) Deferred revenue (267 ) Deferred income taxes (2,550 ) Other liabilities (45 ) Total identifiable net assets 6,311 Goodwill 11,938 Total net assets acquired $ 18,249 |
Baseline, LLC | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows, subject to further adjustments (in thousands): Consideration: Cash $ 48,988 Less: cash acquired (200 ) Net cash $ 48,788 Allocated Fair Value of Acquired Assets and Assumed Liabilities: Accounts receivable and other current assets $ 1,362 Other long term assets 23 Property and equipment 153 Intangible assets subject to amortization Trade name and trademarks (useful lives of 3 to 5 years) 1,000 Technologies (useful lives of 6 to 7 years) 3,200 Customer relationships (useful lives of 6 to 7 years) 7,600 Content database (useful life of 15 years) 14,000 Accounts payable and other current liabilities (561 ) Deferred revenue (700 ) Total identifiable net assets 26,077 Goodwill 22,711 Total net assets acquired $ 48,788 |
Gracenote, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows, subject to further adjustments (in thousands): Consideration: Cash $ 160,867 Less: cash acquired (3,053 ) Net cash $ 157,814 Allocated Fair Value of Acquired Assets and Assumed Liabilities: Restricted cash and cash equivalents $ 5,283 Accounts receivable and other current assets 26,143 Property, plant and equipment 10,659 Intangible assets subject to amortization Trade name and trademarks (useful life of 15 years) 8,100 Technology (useful life of 7 to 10 years) 30,100 Customer relationships (useful life of 5 to 10 years) 33,100 Content databases (useful life of 13 years) 41,400 Deferred income tax assets 7,159 Other assets 396 Accounts payable and other current liabilities (22,299 ) Deferred income tax liabilities (41,121 ) Other liabilities (7,489 ) Total identifiable net assets 91,431 Goodwill 66,383 Total net assets acquired $ 157,814 |
Local TV | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The allocated fair value of acquired assets and assumed liabilities is summarized as follows (in thousands): Consideration: Cash $ 2,816,101 Less: cash acquired (65,567 ) Net cash $ 2,750,534 Allocated Fair Value of Acquired Assets and Assumed Liabilities: Restricted cash and cash equivalents (1) $ 201,922 Accounts receivable and other current assets 137,377 Property and equipment 170,795 Broadcast rights 26,468 FCC licenses 126,925 Network affiliation agreements 225,400 Advertiser backlog 29,290 Retransmission consent agreements 707,000 Broadcast rights intangible assets 1,187 Other assets 5 Accounts payable and other current liabilities (50,249 ) Senior Toggle Notes (172,237 ) Contracts payable for broadcast rights (34,732 ) Broadcast rights intangible liabilities (9,344 ) Deferred income taxes (20,238 ) Other liabilities (1,185 ) Total identifiable net assets 1,338,384 Goodwill 1,412,150 Total net assets acquired $ 2,750,534 (1) As further described in Note 10 , on December 27, 2013, the Company deposited $202 million with the Trustee together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary. |
Other Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The Company’s other acquisitions in 2014 and 2013 were not significant. The results of the other acquired companies and the related transaction costs were not material to the Company’s consolidated financial statements in each respective period and were included in the Consolidated Statements of Operations since their respective dates of acquisition. Information for acquisitions made in 2014 and 2013 (excluding those listed above) is as follows (in thousands): 2014 2013 Fair value of assets acquired (1) $ 2,000 $ 3,095 Liabilities assumed — 1,297 Net cash paid $ 2,000 $ 1,798 (1) Includes intangible assets, net of acquisition-related deferred taxes. |
Landmark Acquisition Distributed in Spin-off | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands): Consideration: Cash $ 28,983 Less: cash acquired (2 ) Net cash $ 28,981 Allocated Fair Value of Acquired Assets and Assumed Liabilities: Accounts receivable and other current assets $ 2,942 Property, plant and equipment 560 Intangible assets subject to amortization Trade names and trademarks (useful life of 20 years) 7,500 Advertiser relationships (useful life of 12 years) 6,500 Other customer relationships (useful life of 7 years) 2,500 Accounts payable and other current liabilities (3,961 ) Total identifiable net assets 16,041 Goodwill 12,940 Total net assets acquired $ 28,981 |
Other Acquisitions Distributed in Spin-off | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Information for other acquisitions distributed in the Publishing Spin-off made in the year ended December 28, 2014 and prior to the Publishing Spin-off (excluding the Landmark Acquisition) is as follows (in thousands): December 28, 2014 Fair value of assets acquired $ 11,292 Liabilities assumed (800 ) Net assets acquired 10,492 Less: fair value of non-cash and contingent consideration (4,439 ) Less: fair value of the preexisting equity interest in MCT (2,752 ) Net cash paid $ 3,301 |
Changes in Operations and Non39
Changes in Operations and Non-operating Items (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Changes in Operations and Non-Operating Items [Abstract] | |
Schedule of Severance Accrual and Related Activities | Changes to the accrued liability for severance and related expenses were as follows (in thousands): Balance at December 29, 2013 $ 11,640 Additions 12,176 Payments (15,895 ) Liability distributed in Publishing Spin-Off (5,308 ) Balance at December 28, 2014 $ 2,613 Additions 5,943 Payments (4,103 ) Balance at December 31, 2015 $ 4,453 |
Schedule of Other Nonoperating Income (Expense) | Non-Operating Items —Non-operating items for 2015 , 2014 and 2013 are summarized as follows (in thousands): 2015 2014 2013 Loss on extinguishment of debt $ (37,040 ) $ — $ (28,380 ) Gain on investment transactions, net 12,173 372,485 150 Other non-operating gain (loss), net 8,140 (4,804 ) (1,492 ) Total non-operating items $ (16,727 ) $ 367,681 $ (29,722 ) |
Assets Held For Sale and Sale40
Assets Held For Sale and Sales of Real Estate Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Assets Held For Sale and Sales of Real Estate [Abstract] | |
Assets Held For Sale | Assets Held for Sale —Assets held for sale consisted of the following (in thousands): December 31, 2015 December 28, 2014 Real estate $ 206,422 $ 5,645 |
Goodwill, Other Intangible As41
Goodwill, Other Intangible Assets and Intangible Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Goodwill and other intangible assets consisted of the following (in thousands): December 31, 2015 December 28, 2014 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Other intangible assets subject to amortization (1) Affiliate relationships (useful life of 16 years) $ 212,000 $ (39,750 ) $ 172,250 $ 212,000 $ (26,500 ) $ 185,500 Advertiser relationships (useful life of 8 years) 168,000 (63,000 ) 105,000 168,000 (42,000 ) 126,000 Network affiliation agreements (useful life of 5 to 16 years) 362,000 (92,113 ) 269,887 362,000 (50,485 ) 311,515 Retransmission consent agreements (useful life of 7 to 12 years) 830,100 (196,955 ) 633,145 830,100 (106,897 ) 723,203 Other customer relationships (useful life of 3 to 16 years) 114,827 (23,315 ) 91,512 99,528 (12,632 ) 86,896 Content Databases (useful lives of 5 to 16) 134,299 (23,623 ) 110,676 122,400 (13,001 ) 109,399 Other technology (useful life of 4 to 10 years) 47,011 (9,733 ) 37,278 41,385 (4,022 ) 37,363 Trade names and trademarks (useful life of 3 to 15 years) 13,853 (1,625 ) 12,228 9,300 (597 ) 8,703 Other (useful life of 3 to 11 years) 16,337 (5,514 ) 10,823 10,770 (2,955 ) 7,815 Total $ 1,898,427 $ (455,628 ) 1,442,799 $ 1,855,483 $ (259,089 ) 1,596,394 Other intangible assets not subject to amortization FCC licenses 782,600 786,600 Trade name 14,800 14,800 Total other intangible assets, net 2,240,199 2,397,794 Goodwill Television and Entertainment 3,220,300 3,601,300 Digital and Data 341,512 316,836 Total goodwill 3,561,812 3,918,136 Total goodwill and other intangible assets $ 5,802,011 $ 6,315,930 |
Schedule of Changes of Finite-Lived Intangible Assets, Indefinite-Lived Intangible Assets, and Goodwill | The changes in the carrying amounts of intangible assets during the years ended December 31, 2015 and December 28, 2014 were as follows (in thousands): Television and Entertainment Digital and Data Discontinued Operations Total Other intangible assets subject to amortization Balance as of December 29, 2013 $ 1,551,599 $ 103,062 $ 28,682 $ 1,683,343 Acquisitions (1) — 161,900 17,009 178,909 Amortization (2) (198,441 ) (21,255 ) (4,191 ) (223,887 ) Balance sheet reclassifications (3) (291 ) — — (291 ) Distributed in Publishing Spin-off — — (41,500 ) (41,500 ) Foreign currency translation adjustment — (180 ) — (180 ) Balance as of December 28, 2014 $ 1,352,867 $ 243,527 $ — $ 1,596,394 Acquisitions (1) — 49,100 — 49,100 Amortization (2) (167,321 ) (29,314 ) — (196,635 ) Balance sheet reclassifications (3) (331 ) — — (331 ) Foreign currency translation adjustment — (5,729 ) — (5,729 ) Balance as of December 31, 2015 $ 1,185,215 $ 257,584 $ — $ 1,442,799 Other intangible assets not subject to amortization Balance as of December 29, 2013 $ 801,400 $ — $ 31,800 $ 833,200 Distributed in Publishing Spin-off — — (31,800 ) (31,800 ) Balance as of December 28, 2014 $ 801,400 $ — $ — $ 801,400 Impairment charge (4,000 ) — — (4,000 ) Balance as of December 31, 2015 $ 797,400 $ — $ — $ 797,400 Goodwill Balance as of December 29, 2013 $ 3,601,300 $ 198,565 $ 15,331 $ 3,815,196 Acquisitions (1) — 118,378 20,119 138,497 Distributed in Publishing Spin-off — — (35,450 ) (35,450 ) Foreign currency translation adjustment — (107 ) — (107 ) Balance as of December 28, 2014 $ 3,601,300 $ 316,836 $ — $ 3,918,136 Acquisitions (1) — 30,616 — 30,616 Foreign currency translation adjustment — (5,940 ) — (5,940 ) Impairment charge (381,000 ) — — (381,000 ) Balance as of December 31, 2015 $ 3,220,300 $ 341,512 $ — $ 3,561,812 Total goodwill and other intangible assets as of December 31, 2015 $ 5,202,915 $ 599,096 $ — $ 5,802,011 (1) Acquisitions include the purchase of certain intellectual property on July 1, 2015 for $5 million which will be amortized over a three year period. See Note 5 for additional information regarding other acquisitions. (2) Amortization of intangible assets includes $1 million related to lease contract intangible assets and is recorded in cost of sales or selling, general and administrative expense, if applicable, in the Consolidated Statements of Operations. (3) Represents net reclassifications which are reflected as an increase to broadcast rights assets in the Consolidated Balance Sheets at December 31, 2015 and December 28, 2014 . |
Schedule of Finite-Lived Intangible Liabilities | The Company’s intangible liabilities subject to amortization consisted of the following (in thousands): December 31, 2015 December 28, 2014 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Intangible liabilities subject to amortization Broadcast rights intangible liabilities $ 80,440 $ (66,729 ) $ 13,711 $ 102,373 $ (68,059 ) $ 34,314 Lease contract intangible liabilities 209 (148 ) 61 209 (98 ) 111 Total intangible liabilities subject to amortization $ 80,649 $ (66,877 ) $ 13,772 $ 102,582 $ (68,157 ) $ 34,425 |
Schedule of Changes of Finite-Lived Intangible Liabilities | The net changes in the carrying amounts of intangible liabilities during 2014 and 2015 were as follows (in thousands): Television and Entertainment Discontinued Operations Total Intangible liabilities subject to amortization Balance at December 29, 2013 $ 193,402 $ 328 $ 193,730 Amortization (37,351 ) (94 ) (37,445 ) Balance sheet reclassifications (1) (121,626 ) — (121,626 ) Distributed in Publishing Spin-off — (234 ) (234 ) Balance at December 28, 2014 $ 34,425 $ — $ 34,425 Amortization (16,385 ) — (16,385 ) Balance sheet reclassifications (1) (4,268 ) — (4,268 ) Balance at December 31, 2015 $ 13,772 $ — $ 13,772 (1) Represents net reclassifications which are reflected as a reduction of broadcast rights assets in the Company’s Consolidated Balance Sheet at December 31, 2015 . |
Investments (Tables)
Investments (Tables) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 28, 2014 | |
Investment [Line Items] | ||
Investment Holdings, Schedule of Investments | Investments consisted of the following (in thousands): December 31, 2015 December 28, 2014 Equity method investments $ 1,668,316 $ 1,689,996 Cost method investments 20,868 18,238 Marketable equity securities 3,516 8,958 Total investments $ 1,692,700 $ 1,717,192 | |
Equity Method Investment Ownership Percentages [Table Text Block] | The Company’s equity method investments at December 31, 2015 included the following private companies: Company % Owned CareerBuilder, LLC 32% Dose Media, LLC 25% Television Food Network, G.P. 31% TKG Internet Holdings II LLC 43% | |
Equity Method Investments | Income from equity investments, net reported in the Company’s Consolidated Statements of Operations consisted of the following (in thousands): 2015 2014 2013 Income from equity investments, net, before amortization of basis difference $ 201,207 $ 379,048 $ 243,528 Amortization of basis difference (1) (54,248 ) (142,335 ) (98,287 ) Income from equity investments, net $ 146,959 $ 236,713 $ 145,241 (1) Amortization of basis difference for the year ended December 28, 2014 includes $85 million related to the sale by CV of its Apartments.com business. | |
Distributions from Equity Investments [Table Text Block] | Cash distributions from the Company’s equity method investments were as follows (in thousands): 2015 2014 2013 Total cash distributions from equity investments (1) $ 180,207 $ 370,310 $ 207,994 (1) Cash distributions for the year ended December 28, 2014 included $160 million for the Company’s share of the proceeds from the sale by CV of its Apartments.com business. This distribution is presented as an investing activity in the Company’s Consolidated Statement of Cash Flows for the year ended December 28, 2014 . | |
Television Food Network, G.P. | ||
Investment [Line Items] | ||
Summary of Financial Information of Equity Investments [Table Text Block] | Summarized Financial Information —Summarized financial information for TV Food Network is as follows (in thousands): Fiscal Year 2015 2014 2013 Revenues, net $ 1,099,307 $ 1,070,671 $ 1,031,320 Operating income $ 548,919 $ 534,477 $ 520,942 Net income $ 561,657 $ 549,058 $ 511,235 December 31, 2015 December 28, 2014 Current assets $ 750,425 $ 708,988 Non-current assets $ 173,513 $ 156,580 Current liabilities $ 87,341 $ 63,257 Non-current liabilities $ 541 $ 619 | |
CareerBuilder, LLC, Dose Media, LLC, and Classified Ventures, LLC [Member] | ||
Investment [Line Items] | ||
Summary of Financial Information of Equity Investments [Table Text Block] | Summarized financial information for CareerBuilder, Dose Media and CV is as follows (in thousands): Fiscal Year 2015 2014 2013 Revenues, net (1)(2) $ 698,041 $ 1,063,321 $ 1,096,799 Operating income from continuing operations (1)(2) $ 84,199 $ 147,165 $ 183,800 Net income (2)(3) $ 80,280 $ 713,108 $ 224,052 (1) Revenues and operating income that relate to CV include results through October 1, 2014 and are presented exclusive of discontinued operations related to Apartments.com, which was sold by CV on April 1, 2014. See above for further information. (2) On November 25, 2015, the Company acquired a 25% interest in Dose Media. As results of operations from date of acquisition are not material to the Company, they are not included in the above table. (3) Net income that relates to CV include results through October 1, 2014. See above for further information. December 31, 2015(1)(2) December 28, 2014(1) Current assets $ 266,390 $ 200,006 Non-current assets $ 459,718 $ 492,769 Current liabilities $ 190,977 $ 201,517 Non-current liabilities $ 24,745 $ 21,231 Redeemable non-controlling interest $ 24,666 $ 20,470 (1) Balance sheet information presented as of December 31, 2015 and December 28, 2014 does not include CV, which was sold by the Company on October 1, 2014. See above for further information. (2) Balance sheet information as of December 31, 2015 includes Dose Media. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following (in thousands): December 31, 2015 December 28, 2014 Term Loan Facility due 2020, effective interest rate of 3.82% and 4.04%, net of unamortized discount of $7,084 and $8,118 $ 2,360,155 $ 3,471,017 5.875% Senior Notes due 2022 1,100,000 — Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount of $33 and $49 18,868 23,914 Other obligations — 54 Total debt 3,479,023 3,494,985 Less: Debt due within one year 26,479 4,088 Long-term debt, net of current portion $ 3,452,544 $ 3,490,897 |
Schedule of Maturities of Long-term Debt | The Company’s debt and other obligations outstanding as of December 31, 2015 mature as shown below (in thousands): 2016 $ 27,841 2017 27,841 2018 34,591 2019 23,791 2020 2,272,076 Thereafter 1,100,000 Total debt 3,486,140 Unamortized discounts (7,117 ) Total debt, net of discounts $ 3,479,023 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis are as follows (in thousands): December 31, 2015 December 28, 2014 Fair Carrying Fair Carrying Cost method investments $ 20,868 $ 20,868 $ 18,238 $ 18,238 Convertible note receivable $ — $ — $ 2,000 $ 2,000 Term Loan Facility $ 2,328,038 $ 2,360,155 $ 3,411,744 $ 3,471,017 5.875% Senior Notes due 2022 $ 1,108,250 $ 1,100,000 $ — $ — Dreamcatcher Credit Facility $ 18,587 $ 18,868 $ 23,498 $ 23,914 |
Contracts Payable for Broadca45
Contracts Payable for Broadcast Rights (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Contracts Payable For Broadcast Rights [Abstract] | |
Schedule of Future Obligations | Scheduled future obligations under contractual agreements for broadcast rights at December 31, 2015 are as follows (in thousands): 2016 $ 236,676 2017 120,256 2018 97,038 2019 90,343 2020 58,341 Thereafter 19,129 Total $ 621,783 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | he Company’s future minimum lease payments under non-cancelable operating leases at December 31, 2015 were as follows (in thousands): 2016 $ 29,302 2017 25,836 2018 20,615 2019 17,967 2020 17,227 Thereafter 68,972 Total $ 179,919 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of income taxes from continuing operations computed at the U.S. federal statutory rate of 35% to income tax expense from continuing operations reported in the Consolidated Statements of Operations (in thousands): Successor Predecessor 2015 2014 2013 December 31, 2012 (Loss) Income from continuing operations before income taxes $ (297,595 ) $ 741,810 $ 258,907 $ 8,284,314 Federal income taxes (35% in 2015, 2014 and 2013) (104,158 ) 259,633 90,617 — State and local income taxes, net of federal tax benefit 3,149 31,535 11,768 — Domestic production activities deduction (6,796 ) (7,910 ) (7,560 ) — Non-deductible reorganization and acquisition costs 1,234 4,268 6,466 — Non-deductible goodwill 133,350 — — — Income tax settlements and other adjustments, net (9,288 ) (1,801 ) (15,878 ) — Tax rate change due to Publishing Spin-off — (10,810 ) — — Excess capital losses — — 6,944 — Other, net 4,832 3,784 3,608 — Income taxes on reorganization items — — — 181,734 Income taxes attributable to fair value adjustments — — — 888,455 Income tax expense from continuing operations $ 22,323 $ 278,699 $ 95,965 $ 1,070,189 Effective tax rate (7.5)% 37.6% 37.1% 12.9% |
Schedule of Unrecognized Tax Benefits Roll Forward | The following summarizes the changes in the Company’s liability for unrecognized tax benefits during 2013 , 2014 and 2015 (in thousands): Liability at December 30, 2012 $ 23,582 Gross increase as a result of tax positions related to a prior period 642 Gross increase as a result of tax positions related to the current period 7,009 Decreases related to settlements with taxing authorities (9,689 ) Liability at December 29, 2013 $ 21,544 Gross increase as a result of tax positions related to a prior period 913 Decrease related to statute of limitations expirations (3,605 ) Liability at December 28, 2014 $ 18,852 Gross increase as a result of tax positions related to a prior period 12,573 Gross increase as a result of tax positions related to the current period 3,841 Decrease related to statute of limitations expirations (1,634 ) Liability at December 31, 2015 $ 33,632 |
Schedule of Components of Income Tax Expense (Benefit) | Components of income tax expense from continuing operations were as follows (in thousands): Successor Predecessor 2015 2014 2013 December 31, 2012 Current: U.S. federal $ 145,034 $ 382,727 $ 97,914 $ (7,246 ) State and local 17,364 77,179 20,308 1,047 Sub‑total 162,398 459,906 118,222 (6,199 ) Deferred: U.S. federal (119,813 ) (136,869 ) (18,727 ) 918,604 State and local (20,262 ) (44,338 ) (3,530 ) 157,784 Sub‑total (140,075 ) (181,207 ) (22,257 ) 1,076,388 Total income tax expense from continuing operations $ 22,323 $ 278,699 $ 95,965 $ 1,070,189 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets and liabilities were as follows (in thousands): December 31, 2015 December 28, 2014 Deferred tax assets: Broadcast rights $ 86,451 $ 71,407 Postretirement benefits other than pensions 3,933 5,570 Stock-based compensation and other employee benefits 17,721 13,447 Pensions 180,368 185,514 Other accrued liabilities 18,904 21,923 Other future deductible items 18,132 14,451 Net operating loss carryforwards 11,072 12,327 Accounts receivable 3,102 2,671 339,683 327,310 Valuation allowance on net operating loss carryforwards (2,909 ) (7,557 ) Total deferred tax assets $ 336,774 $ 319,753 Deferred tax liabilities: Net intangible assets $ 669,056 $ 668,450 Investments 418,908 442,554 Deferred gain on partnership contributions 164,322 283,950 Net properties 61,304 49,122 Other 5,807 2,216 Total deferred tax liabilities 1,319,397 1,446,292 Net deferred tax liabilities $ 982,623 $ 1,126,539 |
Pension and Other Retirement 48
Pension and Other Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | Summarized information for the Company’s defined benefit pension plans and other postretirement plans is provided below (in thousands): Pension Plans Other Postretirement Plans December 31, 2015 December 28, 2014 December 31, 2015 December 28, 2014 Change in benefit obligations: Projected benefit obligations, beginning of year $ 2,124,373 $ 1,794,470 $ 14,005 $ 62,072 Service cost 709 463 81 328 Interest cost 81,815 82,109 451 1,466 Plan amendments — — (3,887 ) — Impact of Medicare Reform Act — — 72 78 Actuarial (gain) loss (114,431 ) 353,374 726 (2,224 ) Benefits paid (105,495 ) (106,043 ) (1,393 ) (3,821 ) Liability distributed in Publishing Spin-off — — — (43,894 ) Projected benefit obligations, end of year 1,986,971 2,124,373 10,055 14,005 Change in plans’ assets: Fair value of plans’ assets, beginning of year 1,655,257 1,595,294 — — Actual return on plans’ assets (19,113 ) 155,456 — — Employer contributions 249 10,550 1,393 3,821 Benefits paid (105,495 ) (106,043 ) (1,393 ) (3,821 ) Fair value of plans’ assets, end of year 1,530,898 1,655,257 — — Funded (under funded) status of the plans $ (456,073 ) $ (469,116 ) $ (10,055 ) $ (14,005 ) |
Schedule of Amounts Recognized in Balance Sheet | Amounts recognized in the Company’s Consolidated Balance Sheets consisted of (in thousands): Pension Plans Other Postretirement Plans December 31, 2015 December 28, 2014 December 31, 2015 December 28, 2014 Employee compensation and benefits $ — $ — $ (1,409 ) $ (1,495 ) Pension obligations, net (456,073 ) (469,116 ) — — Postretirement medical, life and other benefits — — (8,646 ) (12,510 ) Net amount recognized $ (456,073 ) $ (469,116 ) $ (10,055 ) $ (14,005 ) |
Schedule of Net Benefit Costs | The components of net periodic benefit cost for Company-sponsored plans were as follows (in thousands): Pension Plans Other Postretirement Plans Successor Predecessor Successor Predecessor 2015 2014 2013 Dec. 31, 2012 2015 2014 2013 Dec. 31, 2012 Service cost $ 709 $ 463 $ 616 $ — $ 81 $ 328 $ 559 $ — Interest cost 81,815 82,109 74,489 — 451 1,466 1,994 — Expected return on plans’ assets (111,690 ) (113,056 ) (109,885 ) — — — — — Recognized actuarial (gain) loss — (159 ) — — 25 (22 ) — — Amortization of prior service credits — — — — (81 ) — — — Net periodic benefit cost (credit) $ (29,166 ) $ (30,643 ) $ (34,780 ) $ — $ 476 $ 1,772 $ 2,553 $ — Adjustments to non-qualified pension plans (1) $ — $ — $ — $ (49,295 ) $ — $ — $ — $ — (1) On the Effective Date, the Predecessor’s obligations with respect to its non-qualified pension plans were reduced from $75 million to $26 million , which were paid under the Plan on or subsequent to the Effective Date. As a result, the Predecessor recognized a pretax gain of $49 million which was included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 . The amounts of net periodic benefit cost for Company-sponsored other post retirement plans applicable to continuing and discontinued operations were as follows (in thousands): Other Postretirement Plans 2015 2014 2013 Continuing operations $ 476 $ 605 $ 556 Discontinued operations — 1,167 1,997 Net periodic benefit cost $ 476 $ 1,772 $ 2,553 |
Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) | Amounts included in the accumulated other comprehensive (loss) income component of shareholder’s equity (deficit) for Company-sponsored plans were as follows (in thousands): Pension Plans Other Postretirement Plans Total December 31, 2015 December 28, 2014 December 31, 2015 December 28, 2014 December 31, 2015 December 28, 2014 Unrecognized net actuarial losses, net of tax $ (59,217 ) $ (49,262 ) $ (488 ) $ (61 ) $ (59,705 ) $ (49,323 ) Unrecognized prior service credits, net of tax — — 2,314 — 2,314 — Total $ (59,217 ) $ (49,262 ) $ 1,826 $ (61 ) $ (57,391 ) $ (49,323 ) |
Schedule of Assumptions Used | Assumptions —Weighted average assumptions used each year in accounting for pension benefits and other postretirement benefits were as follows: Pension Other Postretirement Plans 2015 2014 2015 2014 Discount rate for expense through Publishing Spin-Off (1) N/A 4.70 % N/A 3.95 % Discount rate for expense following Publishing Spin-Off (1) 3.95 % 4.70 % 3.30 % 3.35 % Discount rate for obligations 4.30 % 3.95 % 3.45 % 3.30 % Increase in future salary levels for expense 3.50 % 3.50 % — — Increase in future salary levels for obligations 3.50 % 3.50 % — — Long-term rate of return on plans’ assets for expense 7.25 % 7.50 % — — (1) In connection with the Publishing Spin-off, the Company distributed to Tribune Publishing approximately $44 million of postretirement health care and life insurance liabilities. As a result, the Company remeasured its remaining other post retirement plan obligations as of the date of the Publishing Spin-off. |
Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates | Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. As of December 31, 2015 , a 1% change in assumed health care cost trend rates would have the following effects (in thousands): 1% Increase 1% Decrease Service cost and interest cost $ 25 $ (22 ) Projected benefit obligation $ 283 $ (257 ) |
Schedule of Actual and Target Allocations [Table Text Block] | The actual allocations for the pension assets at December 31, 2015 and December 28, 2014 and target allocations by asset class were as follows: Percentage of Plan Assets Actual Allocations Target Allocations Asset category: 2015 2014 2015 2014 Equity securities 51.5 % 51.9 % 50.0 % 50.0 % Fixed income securities 41.6 % 41.4 % 45.0 % 45.0 % Cash and other short-term investments 1.1 % 1.8 % — — Other alternative investments 5.8 % 4.9 % 5.0 % 5.0 % Total 100.0 % 100.0 % 100.0 % 100.0 % |
Schedule of Allocation of Plan Assets | The following tables set forth, by asset category, the Company’s pension plan assets as of December 31, 2015 and December 28, 2014 , using the fair value hierarchy established under ASC Topic 820 and described in Note 11 (in thousands): Pension Plan Assets as of December 31, 2015 Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 585,719 $ — $ — $ 585,719 Common/collective trusts — 114,471 — 114,471 103-12 investment entity — 159,975 — 159,975 International equity limited partnership — 38,857 — 38,857 Fixed income: U.S. government securities — 167,969 — 167,969 Corporate bonds — 246,739 — 246,739 Mortgage-backed and asset-backed securities — 29,473 — 29,473 Other — 26,582 — 26,582 Pooled separate account — 18,221 — 18,221 Loan fund limited partnership — 29,852 — 29,852 Real estate — — 86,909 86,909 Private equity limited partnerships — — 456 456 Venture capital limited partnerships — — 1,469 1,469 Total pension plan assets measured at fair value $ 585,719 $ 832,139 $ 88,834 1,506,692 Pension plan assets measured at contract value: Insurance contracts 24,206 Total pension plan assets $ 1,530,898 Pension Plan Assets as of December 28, 2014 Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 675,548 $ — $ — $ 675,548 Common/collective trusts — 127,805 — 127,805 103-12 investment entity — 164,168 — 164,168 International equity limited partnership — 46,539 — 46,539 Fixed income: U.S. government securities — 174,201 — 174,201 Corporate bonds — 246,737 — 246,737 Mortgage-backed and asset-backed securities — 33,828 — 33,828 Other — 30,578 — 30,578 Pooled separate account — 19,669 — 19,669 Loan fund limited partnership — 31,044 — 31,044 Real estate — — 77,731 77,731 Private equity limited partnerships — — 1,461 1,461 Venture capital limited partnerships — — 2,015 2,015 Total pension plan assets measured at fair value $ 675,548 $ 874,569 $ 81,207 1,631,324 Pension plan assets measured at contract value: Insurance contracts 23,933 Total pension plan assets $ 1,655,257 |
Schedule of Changes in Fair Value of Plan Assets | The following tables set forth a summary of changes in the fair value of the Company’s pension plan Level 3 assets for the years ended December 31, 2015 and December 28, 2014 (in thousands): 2015 Real Estate Private Equity Limited Partnerships Venture Capital Limited Partnerships Balance, beginning of year $ 77,731 $ 1,461 $ 2,015 Realized net gains 2,032 46 — Unrealized net gains (losses) 8,580 (19 ) (521 ) Transfers out of Level 3 investments (588 ) (46 ) — Purchases 1,371 — — Sales (2,217 ) (986 ) (25 ) Balance, end of year $ 86,909 $ 456 $ 1,469 2014 Real Estate Private Equity Limited Partnerships Venture Capital Limited Partnerships Balance, beginning of year $ 71,580 $ 2,389 $ 2,150 Realized net gains (losses) 4,003 1 — Unrealized net gains 5,551 (680 ) (56 ) Transfers out of Level 3 investments (2,447 ) (1 ) — Purchases 1,212 — — Sales (2,168 ) (248 ) (79 ) Balance, end of year $ 77,731 $ 1,461 $ 2,015 |
Schedule of Expected Benefit Payments | Benefit payments expected to be paid under the Company’s qualified pension plans and other postretirement benefit plans are summarized below (in thousands). The benefit payments reflect expected future service, as appropriate. Qualified Pension Plan Other 2016 $ 114,523 $ 1,409 2017 $ 116,909 $ 1,293 2018 $ 119,720 $ 1,157 2019 $ 121,530 $ 1,048 2020 $ 123,001 $ 942 Thereafter $ 627,912 $ 3,460 |
Capital Stock Dividends (Tables
Capital Stock Dividends (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Dividends Declared [Table Text Block] | The Board declared quarterly cash dividends per share on Common Stock to holders of record of Common Stock and Warrants as follows (in thousands, except per share data): 2015 Per Share Total Amount Second quarter $ 0.25 $ 24,100 Third quarter 0.25 23,620 Fourth quarter 0.25 23,555 Total quarterly cash dividends declared and paid $ 0.75 $ 71,275 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table provides the weighted-average assumptions used to determine the fair value of NSO awards granted during 2015 and 2014 : 2015 2014 Risk-free interest rate 1.71 % 1.95 % Expected dividend yield (1) 0.17 % 0.00 % Expected stock price volatility 44.47 % 54.05 % Expected life (in years) 6.25 6.24 (1) Prior to the Board’s approval of quarterly dividends in the second quarter of 2015, the Company utilized a 0% expected dividend yield assumption in its Black-Scholes calculations. |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of activity, weighted average exercise prices and weighted average fair values related to the NSOs is as follows (shares in thousands). For NSOs granted prior to the Publishing Spin-off, the weighted-average exercise prices and fair values in the table below reflect the historical values without giving effect to the Publishing Spin-off, unless otherwise specified. As noted above, on August 4, 2014, an adjustment was made to convert the exercises prices for options outstanding as of the date of the Publishing Spin-off. For NSOs granted prior to the Ex-dividend Date, the weighted-average exercise prices reflect the historical values without giving effect to the Special Cash Dividend. As noted above, as of the Ex-dividend Date, an adjustment was made to convert the number of outstanding options and the exercise prices to preserve the fair value of the awards. Shares Weighted Avg. Exercise Price Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Aggregate Intrinsic Value (In thousands) Outstanding, December 31, 2012 — $ — $ — — $ — Granted 375 57.27 27.97 Forfeited (23 ) 56.60 27.53 Outstanding, December 29, 2013 352 $ 57.32 $ 28.00 9.4 $ 7,134 Granted 770 79.59 42.24 Exercised (25 ) 56.93 27.79 Cancelled (4 ) 56.73 27.82 Forfeited (84 ) 66.60 34.21 Adjustments due to the Publishing Spin-off (1) (34 ) * * Outstanding, December 28, 2014 (2) 975 $ 70.90 $ 37.15 9.0 $ 1,164 Shares Weighted Avg. Exercise Price Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Aggregate Intrinsic Value (In thousands) Outstanding, December 28, 2014 (2) 975 $ 70.90 $ 37.15 9.0 $ 1,164 Granted 449 57.91 25.81 Exercised (3 ) 49.40 23.86 Cancelled (31 ) 64.01 33.63 Forfeited (160 ) 60.20 29.88 Adjustment due to the Special Cash Dividend 145 * * Outstanding, December 31, 2015 (2) 1,375 $ 60.62 $ 30.47 8.3 $ — Vested and exercisable, December 31, 2015 (2) 287 $ 61.68 $ 32.02 7.6 $ — * Not meaningful (1) As of the date of the Publishing Spin-off, 90,086 of NSOs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 56,071 NSOs to preserve the intrinsic value of outstanding NSOs attributable to Tribune Media Company employees, while also preserving the fair value of the awards immediately before and after the Publishing Spin-off. (2) The weighted average exercise price and weighted-average fair value of options outstanding as of December 28, 2014 and December 31, 2015 reflect the adjustments to the awards as a result of the Publishing Spin-off and the Special Cash Dividend, respectively. |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | A summary of activity and weighted average fair values related to the RSUs is as follows (shares in thousands): Shares Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Outstanding, December 31, 2012 — $ — Granted 422 57.64 Forfeited (20 ) 56.60 Outstanding, December 29, 2013 402 $ 57.69 3.1 Granted 521 78.58 Vested (149 ) 63.70 Forfeited (86 ) 68.10 Adjustments due to the Publishing Spin-off (1) (55 ) * Outstanding and nonvested, December 28, 2014 633 $ 68.76 2.7 Shares Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Outstanding and nonvested, December 28, 2014 633 $ 68.76 2.7 Granted 457 57.18 Dividend equivalent units granted 16 41.71 Vested (203 ) 66.65 Forfeited (151 ) 58.80 Dividend equivalent units forfeited (1 ) 44.26 Adjustment due to the Special Cash Dividend 89 * Outstanding and nonvested, December 31, 2015 (2)(3) 840 $ 58.39 2.3 * Not meaningful (1) As of the date of the Publishing Spin-off, 94,365 of RSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 38,846 RSUs to preserve the fair value of outstanding RSUs attributable to Tribune Media Company employees. (2) Includes 7,906 RSUs which were granted to foreign employees and which the Company expects to settle in cash. These RSUs generally vest over a four year period. The fair value of these RSUs at December 31, 2015 was not material. (3) The weighted average fair value of outstanding RSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend |
Schedule of Share-based Compensation, Restricted Stock Award And Unrestricted Stock Award Activity | A summary of activity and weighted average fair values related to the restricted and unrestricted stock awards is as follows (shares in thousands): Shares Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Outstanding, December 31, 2012 — $ — Granted 38 57.50 Vested (4 ) 56.90 Outstanding, December 29, 2013 34 $ 57.58 2.0 Granted 6 77.40 Vested (23 ) 63.74 Outstanding and nonvested, December 28, 2014 17 $ 56.80 1.0 Granted 12 60.07 Vested (27 ) 58.24 Forfeited (2 ) 56.80 Outstanding and nonvested, December 31, 2015 — $ — 0.0 |
Schedule of Nonvested Performance-based Units Activity | A summary of activity and weighted average fair values related to the PSUs is as follows (shares in thousands). For PSUs granted prior to the Ex-dividend Date, the weighted-average fair values reflect the historical values without giving effect to the Special Cash Dividend. As noted above, as of the Ex-dividend Date, an adjustment was made to increase the number of outstanding PSUs to preserve the fair value of the awards. Shares Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Outstanding December 29, 2013 — $ — — Granted 55 79.16 Forfeited (11 ) 75.92 Adjustment due to the Publishing Spin-off (1) (1 ) * Outstanding and nonvested, December 28, 2014 43 $ 74.35 1.3 Granted (2) 66 68.10 Dividend equivalent units granted 3 41.86 Forfeited (17 ) 64.89 Adjustment due to Special Cash Dividend (2) 12 * Outstanding and nonvested, December 31, 2015 (2)(3) 107 $ 65.50 0.6 * Not meaningful (1) As of the date of the Publishing Spin-off, 7,936 of PSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 6,945 PSUs to preserve the fair value of outstanding PSUs attributable to Tribune Media Company employees. (2) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. An additional adjustment of 5,907 PSUs which have not yet been deemed granted under U.S. GAAP is not reflected in the table above. (3) The weighted average fair value of outstanding PSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend. |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | As of December 31, 2015 , the Company had not yet recognized compensation cost on nonvested awards as follows (in thousands): Unrecognized Compensation Cost Weighted Average Remaining Recognition Period (in years) Nonvested awards $ 58,686 2.3 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The calculation of basic and diluted EPS is presented below (in thousands, except for per share data): 2015 2014 2013 EPS numerator: (Loss) income from continuing operations, as reported $ (319,918 ) $ 463,111 $ 162,942 Less: Dividends distributed to Warrants 325 — — Less: Undistributed earnings allocated to Warrants — 15,562 19,497 (Loss) income from continuing operations attributable to common shareholders for basic EPS $ (320,243 ) $ 447,549 $ 143,445 Add: Undistributed earnings allocated to dilutive securities (1) — 38 33 (Loss) income from continuing operations attributable to common shareholders for diluted EPS $ (320,243 ) $ 447,587 $ 143,478 Income from discontinued operations, as reported $ — $ 13,552 $ 78,613 Less: Undistributed earnings allocated to Warrants — 502 9,406 Income from discontinued operations attributable to common shareholders for basic and diluted EPS (1) $ — $ 13,050 $ 69,207 Net (loss) income attributable to common shareholders for basic EPS $ (320,243 ) $ 460,599 $ 212,652 Net (loss) income attributable to common shareholders for diluted EPS $ (320,243 ) $ 460,637 $ 212,685 EPS denominator: Weighted average shares outstanding - basic 94,686 96,689 88,037 Impact of dilutive securities (1) — 234 114 Weighted average shares outstanding - diluted 94,686 96,923 88,151 2015 2014 2013 Basic (Loss) Earnings Per Common Share from: Continuing Operations $ (3.38 ) $ 4.63 $ 1.63 Discontinued Operations — 0.13 0.79 Net (loss) income attributable to common shareholders $ (3.38 ) $ 4.76 $ 2.42 Diluted (Loss) Earnings Per Common Share from: Continuing Operations $ (3.38 ) $ 4.62 $ 1.62 Discontinued Operations — 0.13 0.79 Net (loss) income attributable to common shareholders $ (3.38 ) $ 4.75 $ 2.41 (1) The impact of dilutive securities associated with Equity Awards held by Tribune Publishing employees is immaterial. As such, all of the impact of dilutive securities has been allocated to diluted EPS from continuing operations. |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the activity for each component of accumulated other comprehensive (loss) income (in thousands): Unrecognized Benefit Plan Gains and Losses Foreign Currency Translation Adjustments (2) Unrecognized Gain on Marketable Securities Total Balance at December 30, 2012 (Predecessor) $ (905,314 ) $ (2,810 ) $ — $ (908,124 ) Fresh-start reporting adjustments to eliminate Predecessor's accumulated other comprehensive income (loss), net of taxes of $163,183 and $(543), respectively (1) 905,314 2,810 — 908,124 Balance at December 31, 2012 (Successor) — — — — Other comprehensive income 140,590 95 — 140,685 Balance at December 29, 2013 (Successor) 140,590 95 — 140,685 Distributed in Publishing Spin-off (2,083 ) (7 ) — (2,090 ) Other comprehensive (loss) income (187,830 ) (2,753 ) 5,447 (185,136 ) Balance at December 28, 2014 (Successor) (49,323 ) (2,665 ) 5,447 (46,541 ) Other comprehensive loss (8,068 ) (13,099 ) (3,308 ) (24,475 ) Balance at December 31, 2015 (Successor) $ (57,391 ) $ (15,764 ) $ 2,139 $ (71,016 ) (1) As a result of the adoption of fresh-start reporting, amounts included in the Predecessor’s accumulated other comprehensive (loss) income at December 30, 2012 were eliminated. As a result, the Company recorded $1.071 billion of previously unrecognized pretax losses in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 . The net balance at December 30, 2012 of $(905) million for benefit plans was comprised of $(948) million related to pension plans and $43 million related to other postretirement plans. (2) The changes included a loss of $2 million in each of 2015 and 2014 , net of taxes, and an immaterial impact for 2013 , related to the Company’s 32.1% investment interest in CareerBuilder and the Company’s 31.3% investment interest in TV Food Network. See Note 9 for the discussion of the Company’s equity-method investments. |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes business segment financial data for the fiscal years ended December 31, 2015 , December 28, 2014 and December 29, 2013 (in thousands): 2015 2014 2013 Operating Revenues from Continuing Operations (1) Television and Entertainment $ 1,749,635 $ 1,725,641 $ 1,021,586 Digital and Data 211,527 168,926 72,055 Corporate and Other 49,298 54,792 53,599 Total operating revenues $ 2,010,460 $ 1,949,359 $ 1,147,240 Operating (Loss) Profit from Continuing Operations (1)(2) Television and Entertainment $ (174,955 ) $ 337,431 $ 196,899 Digital and Data 8,409 2,899 15,538 Corporate and Other (96,143 ) (39,148 ) (13,397 ) Total operating (loss) profit $ (262,689 ) $ 301,182 $ 199,040 Depreciation from Continuing Operations (3) Television and Entertainment $ 48,434 $ 50,262 $ 29,947 Digital and Data 9,738 7,744 2,576 Corporate and Other 16,117 12,181 8,664 Total depreciation $ 74,289 $ 70,187 $ 41,187 Amortization from Continuing Operations (3) Television and Entertainment $ 165,936 $ 197,054 $ 105,526 Digital and Data 29,294 21,233 9,191 Total amortization $ 195,230 $ 218,287 $ 114,717 Capital Expenditures Television and Entertainment $ 33,173 $ 34,149 $ 18,813 Digital and Data 23,626 13,102 2,993 Corporate and Other 32,285 35,892 33,205 Discontinued Operations — 6,295 15,858 Total capital expenditures $ 89,084 $ 89,438 $ 70,869 Assets Television and Entertainment $ 7,748,153 $ 8,234,456 Digital and Data (4) 725,151 644,985 Corporate and Other (5) 1,078,809 2,511,369 Assets held for sale (6) 206,422 5,645 Total assets $ 9,758,535 $ 11,396,455 (1) See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods. (2) Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes. (3) Depreciation from discontinued operations totaled $19 million , and $34 million for the years ended December 28, 2014 and December 29, 2013 , respectively. Amortization from discontinued operations totaled $4 million , and $6 million for the years ended December 28, 2014 and December 29, 2013 , respectively. (4) At December 31, 2015 and December 28, 2014 , Digital and Data total assets included $3 million and $4 million , respectively, related to restricted cash and cash equivalents held primarily to satisfy deferred compensation commitments. (5) As of December 31, 2015 and December 28, 2014 , Corporate total assets included $18 million related to restricted cash held to satisfy remaining claim obligations to holders of priority claims and fees earned by professional advisors during Chapter 11 proceedings (see Note 3 ). Corporate and Other assets include certain real estate assets (see Note 2 ) as well as the Company’s equity investment in CareerBuilder. (6) See Note 7 for information regarding assets held for sale. |
Quarterly Financial Informati54
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | 2015 Quarters 2015 Total First Second Third Fourth Operating Revenues Television and Entertainment $ 410,300 $ 445,622 $ 429,700 $ 464,013 $ 1,749,635 Digital and Data 50,202 43,625 46,561 71,139 211,527 Other 12,235 12,277 12,333 12,453 49,298 Total operating revenues $ 472,737 $ 501,524 $ 488,594 $ 547,605 $ 2,010,460 Operating Profit (Loss) Television and Entertainment $ 79,348 $ 47,088 $ 64,061 $ (365,452 ) $ (174,955 ) Digital and Data 3,734 (4,150 ) (6,207 ) 15,032 8,409 Corporate and Other (22,147 ) (23,154 ) (19,046 ) (31,796 ) (96,143 ) Total operating profit (loss) 60,935 19,784 38,808 (382,216 ) (262,689 ) Income on equity investments, net 36,934 45,913 36,987 27,125 146,959 Interest and dividend income 367 43 162 257 829 Interest expense (39,212 ) (40,374 ) (42,529 ) (42,315 ) (164,430 ) Loss on extinguishment of debt — (37,040 ) — — (37,040 ) Gain on investment transactions, net (1) 687 8,133 3,250 103 12,173 Other non-operating gain (loss), net (1) — 211 2,306 5,623 8,140 Reorganization items, net (2) (992 ) (628 ) 188 (105 ) (1,537 ) Income (Loss) from Continuing Operations Before Income Taxes 58,719 (3,958 ) 39,172 (391,528 ) (297,595 ) Income tax expense 22,302 (693 ) 11,314 (10,600 ) 22,323 Net Income (Loss) $ 36,417 $ (3,265 ) $ 27,858 $ (380,928 ) $ (319,918 ) Basic Earnings (Loss) Per Common Share from: Net income (loss) attributable to common shareholders $ 0.37 $ (0.04 ) $ 0.29 $ (4.07 ) $ (3.38 ) Diluted Earnings (Loss) Per Common Share from: Net income (loss) attributable to common shareholders $ 0.37 $ (0.04 ) $ 0.29 $ (4.07 ) $ (3.38 ) 2014 Quarters 2014 Total First Second Third Fourth Operating Revenues Television and Entertainment $ 400,201 $ 426,961 $ 418,294 $ 480,185 $ 1,725,641 Digital and Data 31,485 33,807 43,434 60,200 168,926 Other 14,416 14,211 13,130 13,035 54,792 Total operating revenues $ 446,102 $ 474,979 $ 474,858 $ 553,420 $ 1,949,359 Operating Profit (Loss) Television and Entertainment $ 64,697 $ 52,414 $ 74,294 $ 146,026 $ 337,431 Digital and Data (2,086 ) (8,910 ) (396 ) 14,291 2,899 Corporate and Other (12,351 ) (11,311 ) (18,613 ) 3,127 (39,148 ) Total operating profit (loss) 50,260 32,193 55,285 163,444 301,182 Income on equity investments, net 38,263 118,953 40,559 38,938 236,713 Interest and dividend income 171 147 363 687 1,368 Interest expense (40,519 ) (39,146 ) (39,150 ) (39,051 ) (157,866 ) Gain on investment transactions, net (1) — 700 2 371,783 372,485 Other non-operating gain (loss), net (1) 157 (1,295 ) 68 (3,734 ) (4,804 ) Reorganization items, net (2) (2,216 ) (2,165 ) (1,594 ) (1,293 ) (7,268 ) Income from Continuing Operations Before Income Taxes 46,116 109,387 55,533 530,774 741,810 Income tax expense 17,649 42,305 2,647 216,098 278,699 Income from Continuing Operations 28,467 67,082 52,886 314,676 463,111 Income (loss) from Discontinued Operations, net of taxes 12,601 15,840 (14,889 ) — 13,552 Net Income $ 41,068 $ 82,922 $ 37,997 $ 314,676 $ 476,663 Basic Earnings Per Common Share from: Continuing Operations $ 0.28 $ 0.67 $ 0.53 $ 3.15 $ 4.63 Discontinued Operations 0.13 0.16 (0.15 ) — 0.13 Net income attributable to common shareholders $ 0.41 $ 0.83 $ 0.38 $ 3.15 $ 4.76 Diluted Earnings Per Common Share from: Continuing Operations $ 0.28 $ 0.67 $ 0.53 $ 3.14 $ 4.62 Discontinued Operations 0.13 0.16 (0.15 ) — 0.13 Net income attributable to common shareholders $ 0.41 $ 0.83 $ 0.38 $ 3.14 $ 4.75 (1) See Note 6 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2015 and 2014. (2) See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2015 and 2014. |
Condensed Consolidated Financ55
Condensed Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income | TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE (LOSS) INCOME YEAR ENDED DECEMBER 31, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,975,463 $ 53,834 $ (18,837 ) $ 2,010,460 Programming and direct operating expenses — 960,385 23,264 (12,619 ) 971,030 Selling, general and administrative 97,093 529,400 27,325 (6,218 ) 647,600 Depreciation and amortization 7,465 243,303 18,751 — 269,519 Impairment of goodwill and other intangible assets — 385,000 — — 385,000 Total Operating Expenses 104,558 2,118,088 69,340 (18,837 ) 2,273,149 Operating Loss (104,558 ) (142,625 ) (15,506 ) — (262,689 ) (Loss) income on equity investments, net (240 ) 147,199 — — 146,959 Interest and dividend income 510 208 111 — 829 Interest expense (163,336 ) (7 ) (1,087 ) — (164,430 ) Loss on extinguishment of debt (37,040 ) — — — (37,040 ) Gain on investment transactions, net 791 8,132 3,250 — 12,173 Other non-operating items 7,880 (1,277 ) — — 6,603 Intercompany interest income (expense) 1,755 (1,755 ) — — — Intercompany income (charges) 100,260 (99,904 ) (356 ) — — (Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (193,978 ) (90,029 ) (13,588 ) — (297,595 ) Income tax (benefit) expense (74,417 ) 101,493 (4,753 ) — 22,323 (Deficit) equity in earnings of consolidated subsidiaries, net of taxes (200,357 ) (5,446 ) — 205,803 — Net (Loss) Income $ (319,918 ) $ (196,968 ) $ (8,835 ) $ 205,803 $ (319,918 ) Comprehensive (Loss) Income $ (344,393 ) $ (201,018 ) $ (19,003 ) $ 220,021 $ (344,393 ) TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE (LOSS) INCOME YEAR ENDED DECEMBER 28, 2014 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,935,338 $ 30,140 $ (16,119 ) $ 1,949,359 Programming and direct operating expenses — 768,397 13,676 (6,644 ) 775,429 Selling, general and administrative 73,685 502,134 17,930 (9,475 ) 584,274 Depreciation and amortization 2,162 271,953 14,359 — 288,474 Total Operating Expenses 75,847 1,542,484 45,965 (16,119 ) 1,648,177 Operating (Loss) Profit (75,847 ) 392,854 (15,825 ) — 301,182 Income on equity investments, net — 236,713 — — 236,713 Interest and dividend income 961 250 157 — 1,368 Interest expense (155,227 ) (1,442 ) (1,197 ) — (157,866 ) Gain on investment transaction, net — 372,485 — — 372,485 Other non-operating items (8,563 ) (3,537 ) 28 — (12,072 ) Intercompany interest income (expense) 1,760 (1,760 ) — — — Intercompany income (charges) 80,851 (81,328 ) 477 — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (156,065 ) 914,235 (16,360 ) — 741,810 Income tax (benefit) expense (55,573 ) 342,659 (8,387 ) — 278,699 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 577,155 (6,653 ) — (570,502 ) — Income (Loss) from Continuing Operations 476,663 564,923 (7,973 ) (570,502 ) 463,111 Income from Discontinued Operations, net of taxes — — 13,552 — 13,552 Net Income (Loss) $ 476,663 $ 564,923 $ 5,579 $ (570,502 ) $ 476,663 Comprehensive Income (Loss) $ 291,527 $ 562,558 $ 5,191 $ (567,749 ) $ 291,527 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME YEAR ENDED DECEMBER 29, 2013 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,140,243 $ 7,236 $ (239 ) $ 1,147,240 Programming and direct operating expenses — 478,022 2,127 — 480,149 Selling, general and administrative 38,501 271,186 2,699 (239 ) 312,147 Depreciation and amortization 427 154,122 1,355 — 155,904 Total Operating Expenses 38,928 903,330 6,181 (239 ) 948,200 Operating (Loss) Profit (38,928 ) 236,913 1,055 — 199,040 Income on equity investments, net — 145,241 — — 145,241 Interest and dividend income 410 2 1 — 413 Interest expense (38,655 ) (479 ) — — (39,134 ) Gain on investment transaction, net — 150 — — 150 Other non-operating items (51,570 ) 1,226 3,541 — (46,803 ) Intercompany income (charges) 20,814 (21,594 ) 780 — — (Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (107,929 ) 361,459 5,377 — 258,907 Income tax (benefit) expense (35,306 ) 128,035 3,236 — 95,965 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 314,178 (531 ) — (313,647 ) — Income (Loss) from Continuing Operations 241,555 232,893 2,141 (313,647 ) 162,942 Income from Discontinued Operations, net of taxes — — 78,613 — 78,613 Net Income (Loss) $ 241,555 $ 232,893 $ 80,754 $ (313,647 ) $ 241,555 Comprehensive Income (Loss) $ 382,240 $ 232,935 $ 80,497 $ (313,432 ) $ 382,240 |
Condensed Consolidating Balance Sheets | TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 235,508 $ 13,054 $ 14,082 $ — $ 262,644 Restricted cash and cash equivalents 17,595 — — — 17,595 Accounts receivable, net 672 452,722 13,234 — 466,628 Broadcast rights — 157,538 2,702 — 160,240 Income taxes receivable — 42,816 22 — 42,838 Prepaid expenses 16,747 44,817 1,773 — 63,337 Other 4,494 3,818 351 — 8,663 Total current assets 275,016 714,765 32,164 — 1,021,945 Properties Property, plant and equipment 47,909 662,094 108,655 — 818,658 Accumulated depreciation (10,607 ) (144,089 ) (6,105 ) — (160,801 ) Net properties 37,302 518,005 102,550 — 657,857 Investments in subsidiaries 10,374,921 104,432 — (10,479,353 ) — Other Assets Broadcast rights — 203,376 46 — 203,422 Goodwill — 3,508,718 53,094 — 3,561,812 Other intangible assets, net — 2,091,010 149,189 — 2,240,199 Assets held for sale — 206,422 — — 206,422 Investments 18,276 1,659,029 15,395 — 1,692,700 Intercompany receivables 1,560,781 4,265,957 331,873 (6,158,611 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 239,046 117,124 5,310 (187,302 ) 174,178 Total other assets 1,845,103 12,051,636 554,907 (6,372,913 ) 8,078,733 Total Assets $ 12,532,342 $ 13,388,838 $ 689,621 $ (16,852,266 ) $ 9,758,535 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES AS OF DECEMBER 31, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 29,587 $ 24,153 $ 6,654 $ — $ 60,394 Debt due within one year 22,443 — 4,036 — 26,479 Income taxes payable — 2,700 758 — 3,458 Contracts payable for broadcast rights — 233,660 3,016 — 236,676 Deferred revenue — 39,654 5,067 — 44,721 Interest payable 33,826 — 2 — 33,828 Other 44,615 91,384 5,862 — 141,861 Total current liabilities 130,471 391,551 25,395 — 547,417 Non-Current Liabilities Long-term debt 3,437,713 — 14,831 — 3,452,544 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 994,083 177,251 (187,302 ) 984,032 Contracts payable for broadcast rights — 385,052 55 — 385,107 Contract intangible liability, net — 13,772 — — 13,772 Intercompany payables 4,652,289 1,397,981 108,341 (6,158,611 ) — Other 485,671 55,779 2,491 — 543,941 Total non-current liabilities 8,575,673 2,873,667 302,969 (6,372,913 ) 5,379,396 Total liabilities 8,706,144 3,265,218 328,364 (6,372,913 ) 5,926,813 Shareholders’ Equity (Deficit) Common Stock 100 — — — 100 Treasury Stock (400,153 ) — — — (400,153 ) Additional paid-in-capital 4,619,618 9,529,071 288,814 (9,817,885 ) 4,619,618 Retained (deficit) earnings (322,351 ) 600,853 77,498 (678,351 ) (322,351 ) Accumulated other comprehensive (loss) income (71,016 ) (6,304 ) (10,579 ) 16,883 (71,016 ) Total Tribune Media Company shareholders’ equity (deficit) 3,826,198 10,123,620 355,733 (10,479,353 ) 3,826,198 Noncontrolling interests — — 5,524 — 5,524 Total shareholders’ equity (deficit) 3,826,198 10,123,620 361,257 (10,479,353 ) 3,831,722 Total Liabilities and Shareholders’ Equity (Deficit) $ 12,532,342 $ 13,388,838 $ 689,621 $ (16,852,266 ) $ 9,758,535 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 28, 2014 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 1,433,388 $ 12,204 $ 9,591 $ — $ 1,455,183 Restricted cash and cash equivalents 17,600 — — — 17,600 Accounts receivable, net 7,073 426,574 7,075 — 440,722 Broadcast rights — 144,619 2,804 — 147,423 Income taxes receivable — 4,891 1,521 (1,481 ) 4,931 Deferred income taxes 8,546 21,096 33 — 29,675 Prepaid expenses 15,593 9,435 1,272 — 26,300 Other 4,048 34,869 72 — 38,989 Total current assets 1,486,248 653,688 22,368 (1,481 ) 2,160,823 Properties Property, plant and equipment 24,699 830,942 97,797 — 953,438 Accumulated depreciation (3,636 ) (95,692 ) (3,513 ) — (102,841 ) Net properties 21,063 735,250 94,284 — 850,597 Investments in subsidiaries 10,512,753 87,963 — (10,600,716 ) — Other Assets Broadcast rights — 156,949 65 — 157,014 Goodwill — 3,889,609 28,527 — 3,918,136 Other intangible assets, net — 2,270,955 126,839 — 2,397,794 Assets held for sale — 5,645 — — 5,645 Investments 8,958 1,695,289 12,945 — 1,717,192 Intercompany receivables 979,345 3,578,837 477,242 (5,035,424 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 261,229 108,936 7,625 (188,536 ) 189,254 Total other assets 1,276,532 11,706,220 653,243 (5,250,960 ) 8,385,035 Total Assets $ 13,296,596 $ 13,183,121 $ 769,895 $ (15,853,157 ) $ 11,396,455 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 28, 2014 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 36,123 $ 39,680 $ 1,492 $ — $ 77,295 Debt due within one year — 54 4,034 — 4,088 Income taxes payable — 254,051 — (1,481 ) 252,570 Contracts payable for broadcast rights — 172,133 6,552 — 178,685 Deferred revenue — 30,442 3,910 — 34,352 Interest payable 12,155 — 83 — 12,238 Other 47,288 68,067 9,597 — 124,952 Total current liabilities 95,566 564,427 25,668 (1,481 ) 684,180 Non-Current Liabilities Long-term debt 3,471,017 — 19,880 — 3,490,897 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 1,050,751 293,999 (188,536 ) 1,156,214 Contracts payable for broadcast rights — 279,662 157 — 279,819 Contract intangible liability, net — 34,425 — — 34,425 Intercompany payables 4,022,344 887,352 125,728 (5,035,424 ) — Other 512,238 39,679 3,572 — 555,489 Total non-current liabilities 8,005,599 2,318,869 443,336 (5,250,960 ) 5,516,844 Total liabilities 8,101,165 2,883,296 469,004 (5,252,441 ) 6,201,024 Shareholders’ Equity (Deficit) Common Stock 98 — — — 98 Treasury Stock (67,814 ) — — — (67,814 ) Additional paid-in-capital 4,591,470 9,504,260 215,621 (9,719,881 ) 4,591,470 Retained earnings (deficit) 718,218 797,819 85,680 (883,499 ) 718,218 Accumulated other comprehensive (loss) income (46,541 ) (2,254 ) (410 ) 2,664 (46,541 ) Total shareholders’ equity (deficit) 5,195,431 10,299,825 300,891 (10,600,716 ) 5,195,431 Total Liabilities and Shareholders’ Equity (Deficit) $ 13,296,596 $ 13,183,121 $ 769,895 $ (15,853,157 ) $ 11,396,455 |
Condensed Consolidating Statement of Cash Flows | TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (47,422 ) $ 190,327 $ (116,961 ) $ — $ 25,944 Investing Activities Capital expenditures (20,775 ) (64,318 ) (3,991 ) — (89,084 ) Acquisitions, net of cash acquired — (5,109 ) (69,850 ) — (74,959 ) Transfers from restricted cash — 1,112 — — 1,112 Investments (15,000 ) (542 ) (7,500 ) — (23,042 ) Distributions from equity investments — 10,328 — — 10,328 Proceeds from sales of investments 103 36,579 8,300 — 44,982 Proceeds from sales of real estate — 4,930 — — 4,930 Net cash used in investing activities (35,672 ) (17,020 ) (73,041 ) — (125,733 ) Financing Activities Long-term borrowings 1,100,000 — — — 1,100,000 Repayments of long-term debt (1,110,159 ) (54 ) (4,049 ) — (1,114,262 ) Long-term debt issuance costs (20,202 ) — — — (20,202 ) Payment of dividends (719,919 ) — — — (719,919 ) Settlements of contingent consideration, net — 4,088 (2,914 ) — 1,174 Common stock repurchases (339,942 ) — — — (339,942 ) Change in excess tax benefits from stock-based awards (868 ) — — — (868 ) Tax withholdings related to net share settlements of share-based awards (4,421 ) — — — (4,421 ) Proceeds from stock option exercises 166 — — — 166 Contributions from noncontrolling interests — — 5,524 — 5,524 Change in intercompany receivables and payables (19,441 ) (176,491 ) 195,932 — — Net cash (used in) provided by financing activities (1,114,786 ) (172,457 ) 194,493 — (1,092,750 ) Net (Decrease) Increase in Cash and Cash Equivalents (1,197,880 ) 850 4,491 — (1,192,539 ) Cash and cash equivalents, beginning of year 1,433,388 12,204 9,591 — 1,455,183 Cash and cash equivalents, end of year $ 235,508 $ 13,054 $ 14,082 $ — $ 262,644 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 28, 2014 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash provided by (used in) operating activities $ 144,792 $ 399,228 $ 87,998 $ (253,563 ) $ 378,455 Investing Activities Capital expenditures (33,485 ) (48,793 ) (7,160 ) — (89,438 ) Acquisitions, net of cash acquired (157,814 ) (68,537 ) (53,482 ) — (279,833 ) Decrease in restricted cash related to acquisition of Local TV — 201,922 — — 201,922 Transfers to restricted cash — (1,109 ) — — (1,109 ) Investments — (830 ) (1,500 ) — (2,330 ) Distributions from equity investments — 180,521 — — 180,521 Intercompany dividends 21,437 — — (21,437 ) — Proceeds from sales of investments 103 659,292 — — 659,395 Proceeds from sales of real estate — 49,870 — — 49,870 Net cash (used in) provided by investing activities (169,759 ) 972,336 (62,142 ) (21,437 ) 718,998 Financing Activities Long-term borrowings related to Publishing Spin-off — — 346,500 — 346,500 Repayments of long-term debt (293,865 ) (2,383 ) (3,037 ) — (299,285 ) Repayment of Senior Toggle Notes — (172,237 ) — — (172,237 ) Long-term debt issuance costs related to Publishing Spin-off — — (10,179 ) — (10,179 ) Common stock repurchases (60,211 ) — — — (60,211 ) Cash and restricted cash distributed to Tribune Publishing — — (86,530 ) — (86,530 ) Change in excess tax benefits from stock-based awards 868 — — — 868 Tax withholdings related to net share settlements of share-based awards (3,201 ) — — — (3,201 ) Proceeds from stock option exercises 1,308 — — — 1,308 Intercompany dividends — — (275,000 ) 275,000 — Change in intercompany receivables and payables 1,258,014 (1,256,528 ) (1,486 ) — — Net cash provided by (used in) financing activities 902,913 (1,431,148 ) (29,732 ) 275,000 (282,967 ) Net Increase (Decrease) in Cash and Cash Equivalents 877,946 (59,584 ) (3,876 ) — 814,486 Cash and cash equivalents, beginning of year 555,442 71,788 13,467 — 640,697 Cash and cash equivalents, end of year $ 1,433,388 $ 12,204 $ 9,591 $ — $ 1,455,183 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 29, 2013 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (119,522 ) $ 383,994 $ 95,099 $ — $ 359,571 Investing Activities Capital expenditures (30,340 ) (23,424 ) (17,105 ) — (70,869 ) Acquisitions, net of cash acquired — (2,523,410 ) (27,000 ) — (2,550,410 ) Increase in restricted cash related to acquisition of Local TV — (201,922 ) — — (201,922 ) Intercompany notes issuance (27,000 ) — — 27,000 — Investments (275 ) (2,373 ) (169 ) — (2,817 ) Distributions from equity investments — 53,871 — — 53,871 Proceeds from sales of investments 2,074 — 100 — 2,174 Proceeds from sales of real estate — 10,739 — — 10,739 Net cash (used in) provided by investing activities (55,541 ) (2,686,519 ) (44,174 ) 27,000 (2,759,234 ) Financing Activities Long-term borrowings 3,763,567 — 26,933 — 3,790,500 Repayments of long-term debt (1,100,000 ) (2,234 ) — — (1,102,234 ) Long-term debt issuance costs (78,480 ) — — — (78,480 ) Intercompany notes borrowing — 27,000 — (27,000 ) — Change in intercompany receivables and payables (2,264,883 ) 2,346,758 (81,875 ) — — Net cash provided by (used in) financing activities 320,204 2,371,524 (54,942 ) (27,000 ) 2,609,786 Net Increase (Decrease) in Cash and Cash Equivalents 145,141 68,999 (4,017 ) — 210,123 Cash and cash equivalents, beginning of year 410,301 2,789 17,484 — 430,574 Cash and cash equivalents, end of year $ 555,442 $ 71,788 $ 13,467 $ — $ 640,697 |
Basis of Presentation and Sig56
Basis of Presentation and Significant Accounting Policies Narrative (Details) $ in Thousands | Dec. 27, 2013USD ($) | Dec. 31, 2015USD ($)television_station | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | Dec. 31, 2012USD ($) |
Summary of Significant Account Policies [Line Items] | |||||
Number of Television Stations | television_station | 42 | ||||
Fiscal Year Additional Days | 4 days | ||||
Restricted cash held by the company | $ 187,000 | ||||
Restricted cash and cash equivalents | $ 17,595 | $ 17,600 | |||
Repayments of long-term debt | 1,114,262 | 299,285 | $ 1,102,234 | ||
Broadcast rights impairment charge | 74,000 | ||||
Self-insurance deductible, per occurrence | 1,000 | ||||
Liabilities for self-insured risks | $ 34,000 | 47,000 | |||
Liabilities for self-insured risks distributed to Tribune Publishing | 44,000 | ||||
Buildings | Minimum | |||||
Summary of Significant Account Policies [Line Items] | |||||
Useful life of property, plant and equipment, years | 1 year | ||||
Buildings | Maximum | |||||
Summary of Significant Account Policies [Line Items] | |||||
Useful life of property, plant and equipment, years | 44 years | ||||
Equipment | Minimum | |||||
Summary of Significant Account Policies [Line Items] | |||||
Useful life of property, plant and equipment, years | 1 year | ||||
Equipment | Maximum | |||||
Summary of Significant Account Policies [Line Items] | |||||
Useful life of property, plant and equipment, years | 30 years | ||||
Senior 9.25 and 10 Percent Toggle Notes Due 2015 | Senior Notes | |||||
Summary of Significant Account Policies [Line Items] | |||||
Restricted cash held by the company | $ 202,000 | $ 202,000 | |||
Senior Toggle Notes redemption period (days) | 30 days | ||||
Cash deposit | $ 202,000 | ||||
Repayments of long-term debt | 174,000 | ||||
Interest | 2,000 | ||||
Repayments of Long-term Debt, Intercompany Amounts | $ 28,000 |
Basis of Presentation and Sig57
Basis of Presentation and Significant Accounting Policies Accounts Receivable Allowance Reconciliation (Details) - Successor - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 28, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Accounts receivable allowance balance, beginning of the period | $ 7,313 | $ 16,254 |
Additions charged to costs and expenses | 7,873 | 21,306 |
Deductions | (7,010) | (18,515) |
Allowance distributed in Publishing Spin-off | (11,732) | |
Accounts receivable allowance balance, end of the period | $ 8,176 | $ 7,313 |
Basis of Presentation and Sig58
Basis of Presentation and Significant Accounting Policies Principles of Consolidation and VIEs (Details) - USD ($) $ in Millions | Nov. 12, 2015 | Apr. 14, 2015 | Dec. 31, 2015 |
Taboola.com LTD | |||
Common stock owned by the Company, percent | 1.00% | ||
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure [Member] | Florida LLC | |||
Fair Value of Land Contributed | $ 15 | ||
Carrying Value of Land Contributed | $ 10 | ||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 92.00% | ||
Future Ownership Percentage | 85.00% | ||
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure [Member] | California LLC | |||
Fair Value of Land Contributed | $ 39 | ||
Carrying Value of Land Contributed | $ 35 | ||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 90.00% | ||
Minimum | |||
Ownership in equity method investment, percent | 20.00% | ||
Maximum | |||
Ownership in equity method investment, percent | 50.00% |
Discontinued Operations - Publi
Discontinued Operations - Publishing Spin-off Adjustments (Details) - USD ($) $ in Thousands | Aug. 04, 2014 | Dec. 31, 2012 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Income (Loss) from Discontinued Operations, net of taxes | $ 0 | $ (14,889) | $ 15,840 | $ 12,601 | $ 0 | $ 13,552 | $ 78,613 | ||||
Cash dividend received by Company from Tribune Publishing | $ 275,000 | ||||||||||
Repayments of long-term debt | $ 1,114,262 | 299,285 | 1,102,234 | ||||||||
Allocated interest expense | $ 7,000 | $ 11,000 | |||||||||
Effective tax rate on pretax income from discontinued operations | 58.60% | 42.80% | |||||||||
U.S. federal statutory rate | 35.00% | ||||||||||
Dreamcatcher Credit Facility | Tribune Publishing Company | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Maximum borrowing capacity under credit facility | 350,000 | ||||||||||
McClatchy Tribune Information Services | Tribune Publishing Company | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Gain on remeasurement | $ 1,000 | ||||||||||
Equity interest, percent | 50.00% | ||||||||||
Senior Secured Credit Agreement | Term Loan Facility | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Repayments of long-term debt | $ 275,000 | ||||||||||
Successor | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Operating revenues | $ 970,501 | [1] | $ 1,755,989 | ||||||||
Operating profit | 38,712 | [1] | 149,906 | ||||||||
Loss on equity investments, net | (626) | [1] | (1,187) | ||||||||
Interest income | 0 | [1] | 35 | ||||||||
Interest expense | [2] | (6,837) | [1] | (11,042) | |||||||
Gain on investment transactions | [3] | 1,484 | [1] | 0 | |||||||
Reorganization items, net | (9) | [1] | (284) | ||||||||
Income (loss) before income taxes | 32,724 | [1] | 137,428 | ||||||||
Income tax expense (benefit) | [4] | 19,172 | [1] | 58,815 | |||||||
Income (Loss) from Discontinued Operations, net of taxes | $ 0 | 13,552 | [1] | 78,613 | |||||||
Repayments of long-term debt | $ 1,114,262 | $ 299,285 | $ 1,102,234 | ||||||||
U.S. federal statutory rate | 35.00% | 35.00% | 35.00% | ||||||||
Predecessor | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Operating revenues | $ 0 | ||||||||||
Operating profit | 0 | ||||||||||
Loss on equity investments, net | 0 | ||||||||||
Interest income | 0 | ||||||||||
Interest expense | [2] | 0 | |||||||||
Gain on investment transactions | [3] | 0 | |||||||||
Reorganization items, net | (173,449) | ||||||||||
Income (loss) before income taxes | (173,449) | ||||||||||
Income tax expense (benefit) | [4] | (69,548) | |||||||||
Income (Loss) from Discontinued Operations, net of taxes | (103,901) | ||||||||||
Repayments of long-term debt | $ 3,394,347 | ||||||||||
[1] | Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off. | ||||||||||
[2] | In connection with the Publishing Spin-off, the Company received a $275 million cash dividend from Tribune Publishing utilizing borrowings of $350 million under a senior secured credit facility entered into by Tribune Publishing prior to the Publishing Spin-off. The full amount of the $275 million cash dividend was used to permanently repay $275 million of outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 10). Interest expense associated with the Company’s outstanding debt was allocated to discontinued operations based on the ratio of the $275 million cash dividend received from Tribune Publishing to the total outstanding indebtedness under the outstanding credit facilities in effect in each respective period prior to the Publishing Spin-off and totaled $7 million and $11 million for the years ended December 28, 2014 and December 29, 2013, respectively. | ||||||||||
[3] | Gain on investment transaction consists of a $1 million gain on the remeasurement of Tribune Publishing’s investment in MCT (as defined and described in Note 5) as a result of the acquisition of the remaining 50% interest in MCT during the second quarter of 2014. | ||||||||||
[4] | The effective tax rate on pretax income from discontinued operations was 58.6% and 42.8% for the years ended December 28, 2014 and December 29, 2013, respectively. This rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit) and the impact of certain nondeductible transaction costs. See Note 4 for information on the income tax benefit included in discontinued operations for December 31, 2012. |
Discontinued Operations Assets
Discontinued Operations Assets and Liabilities Distributed From Spin-off (Details) $ in Thousands | Aug. 04, 2014USD ($) |
Current Assets | |
Cash and cash equivalents | $ 59,030 |
Restricted cash | 27,500 |
Accounts receivable, net | 187,153 |
Inventories | 14,623 |
Deferred income taxes | 32,557 |
Prepaid expenses and other | 20,956 |
Total current assets | 341,819 |
Property, plant and equipment, net | 160,087 |
Other Assets | |
Goodwill | 35,450 |
Intangible assets, net | 73,300 |
Investments | 1,924 |
Other long-term assets | 10,179 |
Deferred income taxes | 12,352 |
Total other assets | 133,205 |
Total Assets | 635,111 |
Current Liabilities | |
Accounts payable | 39,422 |
Employee compensation and benefits | 98,156 |
Debt due within one year | 12,680 |
Deferred revenue | 74,505 |
Accrued expenses and other current liabilities | 31,031 |
Total current liabilities | 255,794 |
Non-Current Liabilities | |
Postretirement, medical life and other benefits | 45,255 |
Long-term debt | 333,820 |
Other obligations | 19,589 |
Total non-current liabilities | 398,664 |
Net Liabilities Distributed to Tribune Publishing | $ (19,347) |
Discontinued Operations Narrati
Discontinued Operations Narrative (Details) | Aug. 04, 2014USD ($)shares | Dec. 31, 2012USD ($) | Dec. 31, 2015USD ($) | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash dividend received by Company from Tribune Publishing | $ 275,000,000 | ||||
Repayments of long-term debt | $ 1,114,262,000 | $ 299,285,000 | $ 1,102,234,000 | ||
Transaction costs incurred to complete the Publishing Spin-off | $ 0 | 23,000,000 | 15,000,000 | ||
Number Of Lease Renewal Periods | 2 | ||||
Amount of accumulated other comprehensive loss allocated to Tribune Publishing | 2,000,000 | ||||
Contingent Liabilities Related to Discontinued Operations Subsequent to the Spin-off | $ 0 | ||||
Five Year Contractual Term | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 5 years | ||||
Ten Year Contractual Term | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 10 years | ||||
Senior Secured Credit Agreement | Term Loan Facility | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Repayments of long-term debt | $ 275,000,000 | ||||
Tribune Publishing Company | Other Income | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Lease revenue | $ 24,000,000 | $ 39,000,000 | |||
Tribune Publishing Company | Transition Services Agreement | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Transition services period, years | 2 years | ||||
Gross billings to Tribune Publishing | $ 2,000,000 | $ 19,000,000 | |||
Fees incurred related to technology and shared services | $ 1,000,000 | $ 3,000,000 | |||
Tribune Publishing Company | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Percent of outstanding Tribune Publishing Company shares distributed | 98.50% | ||||
Distribution ratio of Tribune Publishing common stock | 0.25 | ||||
Tribune Publishing common stock distributed, shares | shares | 25,042,263 | ||||
Tribune Publishing Company | Dreamcatcher Credit Facility | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Maximum borrowing capacity under credit facility | $ 350,000,000 | ||||
Tribune Publishing Company | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Common stock retained by the Company in the Publishing Spin-off, shares | shares | 381,354 | ||||
Common stock owned by the Company, percent | 1.50% |
Proceedings Under Chapter 11 -
Proceedings Under Chapter 11 - Narrative (Details) $ / shares in Units, defendant in Thousands | Dec. 31, 2012USD ($)$ / shares | Jun. 02, 2011defendantcomplaint | Dec. 08, 2008subsidiary | Dec. 31, 2015USD ($)$ / shares | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 29, 2015USD ($) | Dec. 28, 2014USD ($)$ / shares | Sep. 28, 2014USD ($) | Jun. 29, 2014USD ($) | Mar. 30, 2014USD ($) | Dec. 31, 2015USD ($)$ / shares | Dec. 28, 2014USD ($)$ / shares | Dec. 29, 2013USD ($) | Dec. 31, 2012USD ($)claim$ / shares | Feb. 29, 2016claim | Jul. 24, 2015case | Jul. 14, 2014$ / shares | May. 21, 2013preference_action | Dec. 30, 2012USD ($)$ / sharesshares | Jul. 23, 2012 | Dec. 20, 2007USD ($)$ / shares | |||
Reorganization [Line Items] | |||||||||||||||||||||||||
Bankruptcy Proceedings, Number of Subsidiaries Included in Bankruptcy Filing | subsidiary | 110 | ||||||||||||||||||||||||
Bankruptcy closed cases | case | 96 | ||||||||||||||||||||||||
Restricted cash and cash equivalents | $ 17,595,000 | $ 17,600,000 | $ 17,595,000 | $ 17,600,000 | |||||||||||||||||||||
Bankruptcy Claims, Number Claims Filed | claim | 7,400 | ||||||||||||||||||||||||
Reorganization items, net | [1] | $ (105,000) | $ 188,000 | $ (628,000) | $ (992,000) | $ (1,293,000) | $ (1,594,000) | $ (2,165,000) | $ (2,216,000) | (1,537,000) | (7,268,000) | ||||||||||||||
Debtor Reorganization Items, Net Cash Outflows for Reorganization Costs | $ 74,000,000 | $ 3,000,000 | $ 8,000,000 | $ 132,000,000 | |||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Bankruptcy Claims, Number Claims Withdrawn or Expunged | claim | 3,292 | ||||||||||||||||||||||||
Bankruptcy Claims, Number of Claims Settled | claim | 3,750 | ||||||||||||||||||||||||
Bankruptcy Claims, Number of Claims under Review by Management | claim | 413 | ||||||||||||||||||||||||
Bankruptcy Claims, Number of Claims Assumed in Connection with Spinoff | claim | 3 | ||||||||||||||||||||||||
Judicial Ruling | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Bankruptcy Claims, Number Claims Filed | complaint | 50 | ||||||||||||||||||||||||
Bankruptcy Proceedings, Court Where Petition Was Filed | 20 | ||||||||||||||||||||||||
Loss Contingency, Number of Defendants | defendant | 2 | ||||||||||||||||||||||||
Loss Contingency, Number of Defendants that Held Stock that was Purchased or Redeemed via Leveraged ESOP Transactions | complaint | 38,000 | ||||||||||||||||||||||||
Leveraged Employee Stock Option Transactions | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Bankruptcy Proceedings, Number of Preference Actions | preference_action | 18 | ||||||||||||||||||||||||
Common Class B | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Common stock par value, per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Predecessor | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Common stock par value, per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||
Employee Stock Ownership Plan (ESOP), shares committed for release or allocation to employees | shares | 8,294,000 | ||||||||||||||||||||||||
Debtor Reorganization Items, Note Receivable Write off | $ 20,000,000 | ||||||||||||||||||||||||
Reorganization items, net | 8,284,314,000 | ||||||||||||||||||||||||
Reorganization Items, Net of Tax | 7,214,000,000 | ||||||||||||||||||||||||
Reorganization, gain (loss) reflected in discontinued operations | (104,000,000) | ||||||||||||||||||||||||
Reorganization adjustments, net | 4,734,050,000 | ||||||||||||||||||||||||
Reorganization gain (loss) | 4,552,000,000 | ||||||||||||||||||||||||
Gain (loss) reflected in discontinued operations | (9,000,000) | ||||||||||||||||||||||||
Fresh-start reporting adjustments, net | 3,550,264,000 | ||||||||||||||||||||||||
Fresh start gain (loss) | (2,662,000,000) | ||||||||||||||||||||||||
Gain (loss) reflected in discontinued operations | 95,000,000 | ||||||||||||||||||||||||
Predecessor | Subordinated Debt | Subordinate Promissory Note | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Face amount of debt | 225,000,000 | $ 225,000,000 | $ 225,000,000 | $ 255,000,000 | |||||||||||||||||||||
Debt instrument interest rate, percent | 4.64% | ||||||||||||||||||||||||
Predecessor | Notes Payable, Other Payables | Debentures at 6.61% due 2027 | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate, percent | 6.61% | ||||||||||||||||||||||||
Predecessor | Notes Payable, Other Payables | Notes at 5.25% due 2015 | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate, percent | 5.25% | ||||||||||||||||||||||||
Predecessor | Notes Payable, Other Payables | Debentures at 7.25% due 2013 | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate, percent | 7.25% | ||||||||||||||||||||||||
Predecessor | Notes Payable, Other Payables | Debentures at 7.5% due 2023 | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate, percent | 7.50% | ||||||||||||||||||||||||
Predecessor | Debentures Subject to Mandatory Redemption | Debentures at 7.25% due 2096 | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate, percent | 7.25% | ||||||||||||||||||||||||
Predecessor | Medium-term Notes | Notes at 4.875% due 2010 | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate, percent | 4.875% | ||||||||||||||||||||||||
Predecessor | Reorganization Adjustments | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Fresh-start adjustment to retained earnings (deficit) | 37,000,000 | ||||||||||||||||||||||||
Predecessor | Discharge of Debt | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Retained earnings adjustment | (255,000,000) | [2] | (255,000,000) | [2] | $ (255,000,000) | ||||||||||||||||||||
Successor | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Debtor Reorganization Items, Discharge of Claims and Liabilities | $ 222,000 | $ 575,000 | (446,000) | ||||||||||||||||||||||
Postconfirmation, restricted cash and cash equivalents | $ 186,823,000 | $ 186,823,000 | |||||||||||||||||||||||
Reorganization items, net | $ (1,537,000) | $ (7,268,000) | $ (16,931,000) | ||||||||||||||||||||||
Successor | Common Class B | |||||||||||||||||||||||||
Reorganization [Line Items] | |||||||||||||||||||||||||
Common stock par value, per share | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||||||||
[1] | See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2015 and 2014. | ||||||||||||||||||||||||
[2] | (2)As described in Note 3, in connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Predecessor was forgiven and (iii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled, including the 56,521,739 shares held by the ESOP and the 8,294,000 of shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012. In addition, the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders were cancelled. As a result, the $37 million of common shares held by the ESOP, net of unearned compensation and the $255 million of stock purchase warrants reflected in the Predecessor’s Consolidated Balance Sheet as of December 30, 2012 were eliminated as direct adjustments to retained earnings (deficit) and were not included in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. These direct adjustments to retained earnings (deficit) and the net reorganization gain after taxes of $4.552 billion described in (1) above resulted in a total adjustment to retained earnings (deficit) of $4.835 billion. |
Proceedings Under Chapter 11 63
Proceedings Under Chapter 11 - Reorganization Items, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2012 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Fresh-Start Adjustment [Line Items] | |||||||||||||
Total reorganization items, net | [1] | $ 105 | $ (188) | $ 628 | $ 992 | $ 1,293 | $ 1,594 | $ 2,165 | $ 2,216 | $ 1,537 | $ 7,268 | ||
Successor | |||||||||||||
Fresh-Start Adjustment [Line Items] | |||||||||||||
Professional advisory fees | 270 | 4,272 | $ 13,515 | ||||||||||
Contract rejections and claim settlements | 222 | 575 | (446) | ||||||||||
Other | 1,045 | 2,421 | 3,862 | ||||||||||
Total reorganization costs, net | 1,537 | 7,268 | 16,931 | ||||||||||
Total reorganization items, net | $ 1,537 | $ 7,268 | $ 16,931 | ||||||||||
Predecessor | |||||||||||||
Fresh-Start Adjustment [Line Items] | |||||||||||||
Professional advisory fees | $ 14,136 | ||||||||||||
Other | 4,372 | ||||||||||||
Reorganization adjustments, net | (4,734,050) | ||||||||||||
Fresh-start reporting adjustments, net | (3,550,264) | ||||||||||||
Total reorganization items, net | $ (8,284,314) | ||||||||||||
[1] | See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2015 and 2014. |
Proceedings Under Chapter 11 64
Proceedings Under Chapter 11 - Terms of Reorganization Plan (Details) - USD ($) | Dec. 31, 2012 | Dec. 29, 2013 | Dec. 31, 2015 | Dec. 28, 2014 | Jul. 14, 2014 | Dec. 27, 2013 | Dec. 30, 2012 | Dec. 20, 2007 |
Reorganization [Line Items] | ||||||||
Amount paid to settle bankruptcy claims | $ 3,516,000,000 | |||||||
Number of shares paid ot settle claims (shares) | 100,000,000 | |||||||
Shares paid to settle claims | $ 4,536,000,000 | |||||||
Common Class A | ||||||||
Reorganization [Line Items] | ||||||||
Common stock par value, per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Ownership by previous shareholders, maximum percentage | 4.99% | |||||||
Common Class B | ||||||||
Reorganization [Line Items] | ||||||||
Common stock par value, per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Senior Loan Claims | ||||||||
Reorganization [Line Items] | ||||||||
Amount paid to settle bankruptcy claims | $ 2,900,000,000 | |||||||
Number of shares paid ot settle claims (shares) | 98,200,000 | |||||||
Shares paid to settle claims | $ 8,928,571 | |||||||
Senior Noteholder Claims, Option One | ||||||||
Reorganization [Line Items] | ||||||||
Amount paid to settle bankruptcy claims | $ 431,000,000 | |||||||
Senior Noteholder Claims, Option Two | ||||||||
Reorganization [Line Items] | ||||||||
Percent of allowed claim paid (percent) | 33.30% | |||||||
Other Parent Claims, Option One | ||||||||
Reorganization [Line Items] | ||||||||
Amount paid to settle bankruptcy claims | $ 2,000,000 | |||||||
Percent of allowed claim paid (percent) | 35.18% | |||||||
Allowed General Unsecured Claims | ||||||||
Reorganization [Line Items] | ||||||||
Percent of allowed claim paid (percent) | 100.00% | |||||||
Unclassified Claims, Priority Non-Tax Claims and Other Secured Claims [Member] | ||||||||
Reorganization [Line Items] | ||||||||
Percent of allowed claim paid (percent) | 100.00% | |||||||
Other Parent Claims, Option Two | ||||||||
Reorganization [Line Items] | ||||||||
Amount paid to settle bankruptcy claims | $ 2,000,000 | |||||||
Percent of allowed claim paid (percent) | 32.73% | |||||||
Leveraged Employee Stock Option Transactions | ||||||||
Reorganization [Line Items] | ||||||||
Amount of bankruptcy claims settled | $ 521,000,000 | |||||||
Predecessor | ||||||||
Reorganization [Line Items] | ||||||||
Employee Stock Ownership Plan (ESOP), shares | 56,521,739 | 56,521,739 | ||||||
Common stock par value, per share | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preconfirmation, restricted cash and cash equivalents | $ 727,000,000 | $ 727,468,000 | ||||||
Predecessor | Common Stock | ||||||||
Reorganization [Line Items] | ||||||||
Warrants that entitle the purchase of common stock, shares | 43,478,261 | 43,478,261 | ||||||
Successor | ||||||||
Reorganization [Line Items] | ||||||||
Postconfirmation, restricted cash and cash equivalents | $ 186,823,000 | |||||||
Warrants issued, shares | 16,789,972 | |||||||
Successor | Common Class A | ||||||||
Reorganization [Line Items] | ||||||||
Common stock par value, per share | $ 0.001 | |||||||
Issuance of Successor common stock and stock purchase warrants, shares | 78,754,269 | 4,000 | ||||||
Successor | Common Class B | ||||||||
Reorganization [Line Items] | ||||||||
Common stock par value, per share | $ 0.001 | |||||||
Issuance of Successor common stock and stock purchase warrants, shares | 4,455,767 | |||||||
Litigation Trust | Successor | ||||||||
Reorganization [Line Items] | ||||||||
Payments to acquire non-interest bearing loan | $ 20,000,000 | |||||||
Note Receivable, Counterparty's Expense Fund, Maximum | 25,000,000 | |||||||
Note Receivable, Counterparty's Repayment Covenants, Minimum Amount Required to be Distributed to Its Interest Holders | 90,000,000 | |||||||
Note Receivable, Counterparty Agreement, Maximum Reimbursable Expenses | 625,000 | |||||||
Fair value of assets held-in-trust | 358,000,000 | |||||||
Subordinate Promissory Note | Predecessor | Subordinated Debt | ||||||||
Reorganization [Line Items] | ||||||||
Face amount of debt | 225,000,000 | $ 225,000,000 | $ 255,000,000 | |||||
Senior Secured Credit Agreement | ||||||||
Reorganization [Line Items] | ||||||||
Face amount of debt | $ 4,073,000,000 | |||||||
Senior Secured Credit Agreement | Term Loan Facility | ||||||||
Reorganization [Line Items] | ||||||||
Face amount of debt | 3,773,000,000 | |||||||
Senior Secured Credit Agreement | Revolving Credit Facility | ||||||||
Reorganization [Line Items] | ||||||||
Maximum borrowing capacity under credit facility | $ 300,000,000 | |||||||
Senior Secured Credit Agreement | Predecessor | Secured Debt | ||||||||
Reorganization [Line Items] | ||||||||
Face amount of debt | 8,028,000,000 | |||||||
Bridge Facility | Guaranteed Claims | Bridge Loan | ||||||||
Reorganization [Line Items] | ||||||||
Face amount of debt | $ 1,600,000,000 | |||||||
Debt term | 12 months | |||||||
Amount paid to settle bankruptcy claims | $ 65,000,000 | |||||||
Percent of allowed claim paid (percent) | 3.98% | |||||||
Exit Financing Facilities | Term Loan Facility | ||||||||
Reorganization [Line Items] | ||||||||
Face amount of debt | $ 1,100,000,000 | |||||||
Exit Financing Facilities | Revolving Credit Facility | ||||||||
Reorganization [Line Items] | ||||||||
Maximum borrowing capacity under credit facility | $ 300,000,000 | |||||||
Exit Financing Facilities | Senior Noteholder Claims, Option Two | Term Loan Facility | ||||||||
Reorganization [Line Items] | ||||||||
Amount paid to settle bankruptcy claims as a percent of debt proceeds | 6.27% | |||||||
Exit Financing Facilities | Successor | Term Loan Facility | ||||||||
Reorganization [Line Items] | ||||||||
Face amount of debt | $ 1,100,000,000 | |||||||
Exit Financing Facilities | Successor | Revolving Credit Facility | ||||||||
Reorganization [Line Items] | ||||||||
Maximum borrowing capacity under credit facility | $ 300,000,000 |
Proceedings Under Chapter 11 65
Proceedings Under Chapter 11 - Leveraged ESOP Transactions (Details) - USD ($) | Dec. 31, 2012 | Dec. 20, 2007 | Jun. 04, 2007 | Apr. 25, 2007 | Apr. 01, 2007 | Dec. 31, 2008 | Dec. 31, 2015 | Nov. 20, 2013 | Dec. 30, 2012 |
Reorganization [Line Items] | |||||||||
Shareholder Receipt on Tribune Company common stock in connection with Leveraged ESOP Transactions | $ 50,000 | ||||||||
Shares paid to settle claims | $ 4,536,000,000 | ||||||||
Long term debt | $ 3,486,140,000 | ||||||||
Predecessor | |||||||||
Reorganization [Line Items] | |||||||||
Stock issued druring period (ESOP), shares | 8,928,571 | ||||||||
Price per share (usd per share) | $ 28 | ||||||||
Common stock outstanding (shares) | 56,521,739 | ||||||||
Employee Stock Ownership Plan (ESOP), shares committed for release or allocation to employees | 8,294,000 | ||||||||
Number of shares authorized to be repurchased (shares) | 126,000,000 | ||||||||
Stock repurchased and retired during the period, value | $ 4,032,000,000 | $ 4,289,000,000 | |||||||
Tender price per share (usd per share) | $ 34 | ||||||||
Conversion of Stock, Right to Receive Cash | $ 34 | ||||||||
Stock repurchased and retired during the period, shares | 119,000,000 | 126,000,000 | |||||||
Common stock par value, per share | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Interest | $ 0 | ||||||||
Payments for merger related costs | $ 5,000,000 | $ 3,000,000 | |||||||
Proceeds from issuance of warrants and debt | $ 315,000,000 | ||||||||
Predecessor | Warrant Issued to Zell Entity | |||||||||
Reorganization [Line Items] | |||||||||
Predecessor Warrants term (years) | 15 years | ||||||||
Warrants that entitle the purchase of common stock, shares | 43,478,261 | ||||||||
Securities called by warrants or rights as percent of economic equity interest | 40.00% | ||||||||
Aggregate exercise price of warrants | $ 500,000,000 | ||||||||
Aggregate exercise price of warrants, amount increased per year | $ 10,000,000 | ||||||||
Duration of increasing warrant price (years) | 10 years | ||||||||
Maximum aggregate exercise price of warrants | $ 600,000,000 | ||||||||
Predecessor | Warrant Issued to Zell Entity | Zell Entity | Noncontrolling Interest | |||||||||
Reorganization [Line Items] | |||||||||
Warrants that entitle the purchase of common stock, shares | 12,611,610 | ||||||||
Predecessor | Employee Stock Ownership Plan (ESOP) Promissory Note | Notes Payable, Other Payables | |||||||||
Reorganization [Line Items] | |||||||||
ESOP debt structure, direct loan | $ 250,000,000 | ||||||||
Debt term | 30 years | ||||||||
Predecessor | Subordinate Promissory Note | Subordinated Debt | |||||||||
Reorganization [Line Items] | |||||||||
Face amount of debt | $ (225,000,000) | $ (255,000,000) | $ (225,000,000) | ||||||
Debt instrument interest rate, percent | 4.64% | ||||||||
Interest | $ 6,000,000 | ||||||||
Paid-in-Kind Interest | $ 10,000,000 | ||||||||
Predecessor | Subordinate Promissory Note | Subordinated Debt | Zell Entity | Noncontrolling Interest | |||||||||
Reorganization [Line Items] | |||||||||
Long term debt | 65,000,000 | ||||||||
Senior Loan Claims | |||||||||
Reorganization [Line Items] | |||||||||
Shares paid to settle claims | $ 8,928,571 |
Fresh-Start Reporting - Narrati
Fresh-Start Reporting - Narrative (Details) $ in Thousands | Dec. 31, 2012USD ($) |
Fresh-Start Adjustment [Line Items] | |
Distributable value | $ 7,372,000 |
Minimum | |
Fresh-Start Adjustment [Line Items] | |
Distributable value | 6,917,000 |
Maximum | |
Fresh-Start Adjustment [Line Items] | |
Distributable value | 7,826,000 |
Exit Financing Facilities | Term Loan Facility | |
Fresh-Start Adjustment [Line Items] | |
Face amount of debt | 1,100,000 |
Predecessor | |
Fresh-Start Adjustment [Line Items] | |
Debtor Reorganization Items, Revaluation of Assets and Liabilities, Including Discontinued Operations | (3,372,166) |
Reorganization gain (loss) before tax | 4,734,050 |
Reorganization gain (loss) | 4,552,000 |
Gain (loss) reflected in discontinued operations | (9,000) |
Fresh-start reporting adjustments, net | 3,550,264 |
Fresh start gain (loss) | 2,662,000 |
Successor | |
Fresh-Start Adjustment [Line Items] | |
Reorganized Tribune Company equity value | 4,536,000 |
Successor | Exit Financing Facilities | Term Loan Facility | |
Fresh-Start Adjustment [Line Items] | |
Face amount of debt | $ 1,100,000 |
Fresh-Start Reporting - Balance
Fresh-Start Reporting - Balance Sheet Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 20, 2007 | |
Fresh-Start Adjustment [Line Items] | ||||||||
Restricted cash and cash equivalents | $ 17,595 | $ 17,600 | ||||||
Debt instrument unamortized discount | 7,117 | |||||||
Exit Financing Facilities | Term Loan Facility | ||||||||
Fresh-Start Adjustment [Line Items] | ||||||||
Issuance of term loan | $ 1,100,000 | $ 1,100,000 | ||||||
Unamortized discount, percentage of principal amount | 1.00% | 1.00% | ||||||
Debt instrument unamortized discount | $ 11,000 | $ 11,000 | ||||||
Unamortized transaction costs | $ 7,000 | |||||||
Predecessor | ||||||||
Fresh-Start Adjustment [Line Items] | ||||||||
Reorganization pretax gain (loss) | 4,738,699 | |||||||
Reorganization gain (loss) | [1] | 4,543,299 | ||||||
Reorganization pretax gain (loss) in discontinued operations | 5,000 | |||||||
Gain (loss) reflected in discontinued operations | (9,000) | |||||||
Liabilities assumed and reinstated | 169,513 | 169,513 | ||||||
Contracts and broadcast rights liabilities reinstated | 89,000 | 89,000 | ||||||
Income taxes payable reinstated | 65,000 | 65,000 | ||||||
Other liabilities reinstated | 16,000 | 16,000 | ||||||
Prepetition liabilities reinstated | 50,488 | 50,488 | ||||||
Liabilities subject to compromise and settled on the Effective Date | 12,829,203 | 12,829,203 | ||||||
Cash from settlement of liabilities | $ 3,515,996 | |||||||
Shares from settlement of liabilities | 100,000,000 | |||||||
Gain on settlement of liabilities subject to compromise | $ 4,777,207 | |||||||
Preconfirmation, restricted cash and cash equivalents | $ 727,000 | 727,000 | $ 727,468 | |||||
Valuation allowance | 20,000 | |||||||
Professional advisory fees | 14,136 | |||||||
Income taxes on reorganization adjustments | 195,400 | |||||||
Income taxes included in discontinued operations | $ 14,000 | |||||||
Common stock par value, per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Employee Stock Ownership Plan (ESOP), shares | 56,521,739 | 56,521,739 | 56,521,739 | |||||
Employee Stock Ownership Plan (ESOP), shares committed for release or allocation to employees | 8,294,000 | |||||||
Common shares held by the ESOP | $ 36,680 | |||||||
Stock purchase warrants | 255,000 | |||||||
Gain from fresh-start reporting adjustments before taxes | $ 3,372,166 | |||||||
Gain from fresh-start reporting adjustments after tax | [2] | 2,566,925 | ||||||
Gain (loss) in discontinued operations, before tax | (178,000) | |||||||
Gain (loss) reflected in discontinued operations | (95,000) | |||||||
Unrecognized cumulative pretax losses in reorganization items, net | 1,104,000 | |||||||
Unrecognized cumulative pretax losses, tax benefit | 169,000 | |||||||
Unrecognized cumulative pretax losses, discontinued operations, net of tax | 27,000 | |||||||
Preconfirmation liabilities after reorganization adjustment, excluding of debt | 1,901,000 | |||||||
Predecessor | Discharge of Debt | ||||||||
Fresh-Start Adjustment [Line Items] | ||||||||
Increase (decrease) to retained earnings (deficit) | [3],[4] | $ 4,834,979 | 4,834,979 | |||||
Other intangible assets, net | 0 | 0 | ||||||
Fresh-start adjustment, increase (decrease) in liabilities, excluding debt | 1,147,000 | 1,147,000 | ||||||
Increase in net deferred income tax liabilities from the implementation of fresh start reporting | [3],[5] | 293,718 | 293,718 | |||||
Predecessor | Revaluation of Assets | ||||||||
Fresh-Start Adjustment [Line Items] | ||||||||
Other intangible assets, net | [6] | 1,187,455 | 1,187,455 | |||||
Company's share of increases in carrying value of investees' amortization intangible assets | 1,108,000 | 1,108,000 | ||||||
Predecessor | Revaluation of Liabilities | ||||||||
Fresh-Start Adjustment [Line Items] | ||||||||
Fresh-start reporting adjustments | 227,000 | 227,000 | ||||||
Increase in net deferred income tax liabilities from the implementation of fresh start reporting | [6] | $ 969,399 | $ 969,399 | |||||
Predecessor | Exit Financing Facilities | Term Loan Facility | ||||||||
Fresh-Start Adjustment [Line Items] | ||||||||
Deferred finance costs, gross | $ 4,000 | |||||||
Predecessor | Common Stock | ||||||||
Fresh-Start Adjustment [Line Items] | ||||||||
Warrants that entitle the purchase of common stock, shares | 43,478,261 | 43,478,261 | 43,478,261 | |||||
Successor | ||||||||
Fresh-Start Adjustment [Line Items] | ||||||||
Postconfirmation, restricted cash and cash equivalents | $ 186,823 | $ 186,823 | ||||||
Professional advisory fees | $ 270 | $ 4,272 | $ 13,515 | |||||
Fair value of property, plant and equipment | 877,169 | 877,169 | ||||||
Contract intangible liability, net | 227,017 | 227,017 | ||||||
Aggregate fair value of investments as of Effective Date | 2,224,313 | 2,224,313 | ||||||
Reorganization value allocated to goodwill | 2,402,026 | 2,402,026 | ||||||
Successor | Exit Financing Facilities | Term Loan Facility | ||||||||
Fresh-Start Adjustment [Line Items] | ||||||||
Issuance of term loan | 1,100,000 | 1,100,000 | ||||||
Debt instrument unamortized discount | 11,000 | 11,000 | ||||||
Deferred finance costs, gross | 16,000 | 16,000 | ||||||
Transaction costs | 12,000 | |||||||
Successor | Broadcast rights intangible liabilities | ||||||||
Fresh-Start Adjustment [Line Items] | ||||||||
Contract intangible liability, net | 226,000 | 226,000 | ||||||
Successor | Lease contract intangible liabilities | ||||||||
Fresh-Start Adjustment [Line Items] | ||||||||
Contract intangible liability, net | $ 1,000 | 1,000 | ||||||
Litigation Trust | Successor | ||||||||
Fresh-Start Adjustment [Line Items] | ||||||||
Payments to acquire non-interest bearing loan | 20,000 | |||||||
Proceeds from sale of trust assets | $ 90,000 | |||||||
[1] | (1)Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes. | |||||||
[2] | (1) Net gain from fresh-start reporting adjustments after taxes includes a $95 million loss reflected in income (loss) from discontinued operations, net of taxes. | |||||||
[3] | (1)Reflects adjustments arising from implementation of the Plan, including the settlement of prepetition liabilities, the transfer of cash to certain restricted accounts for the limited purpose of funding certain claim payments and professional fees, the cancellation of the Company’s existing common stock and stock purchase warrants and distributions of cash and issuance of Common Stock and Warrants to its creditors. The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes a net pretax gain of $4.739 billion ($4.543 billion after taxes), including a $5 million gain ($9 million loss after taxes) recorded in income (loss) from discontinued operations, net of taxes, to reflect these changes in the Predecessor’s capital structure arising from the implementation of the Plan and is comprised of the following adjustments (in thousands):Liabilities subject to compromise on the Effective Date$13,049,204Less: Liabilities assumed and reinstated on the Effective Date(169,513)Less: Liabilities for prepetition claims to be settled subsequent to the Effective Date and other adjustments(50,488)Liabilities subject to compromise and settled on the Effective Date12,829,203Less: Cash distributions on settled claims(3,515,996)Less: Issuance of Common Stock and Warrants(4,536,000)Gain on settlement of liabilities subject to compromise4,777,207Less: Valuation allowance on non-interest bearing loan to the Litigation Trust(20,000)Less: Professional advisory fees incurred due to emergence from Chapter 11(14,136)Less: Other reorganization adjustments, net(4,372)Total reorganization adjustments before taxes4,738,699Less: Income taxes on reorganization adjustments(195,400)Net reorganization gain after taxes (1)$4,543,299 (1)Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes.On the Effective Date, Reorganized Tribune Company assumed and reinstated $170 million of liabilities that were previously classified as liabilities subject to compromise at December 30, 2012 in accordance with the terms of the Plan. Such liabilities included an aggregate of $89 million related to contracts for broadcast rights, income taxes payable of $65 million, and other liabilities of $16 million. Reorganized Tribune Company also reinstated $50 million of prepetition liabilities allowed by the Bankruptcy Court at the expected settlement amount outlined in the Plan that have been or will be settled subsequent to the Effective Date utilizing $187 million in distributable cash that was transferred to certain restricted accounts on the Effective Date (see below).In the aggregate, Reorganized Tribune Company settled $12.829 billion of liabilities subject to compromise for approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants with a fair value determined pursuant to the Plan of $4.536 billion and interests in the Litigation Trust. This resulted in a pretax gain on settlement of liabilities subject to compromise of $4.777 billion. The cash distributed included $727 million that was classified as restricted cash and cash equivalents in the Predecessor’s Consolidated Balance Sheet at December 30, 2012 and the proceeds from a term loan (see Note 10). In addition, Reorganized Tribune Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At December 31, 2015, restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million.On the Effective Date, Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust pursuant to the Litigation Trust Loan Agreement. The Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation Trust. Given the uncertainty involved in the Litigation Trust’s pursuit of the preserved causes of action transferred to it and the timing and amount of principal payments to be received on the non-interest bearing loan, Reorganized Tribune Company recorded a valuation allowance of $20 million against the principal balance of the loan and included the $20 million charge to establish the valuation allowance as a pretax charge in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.Reorganization adjustments for December 31, 2012 included a pretax charge of $14 million primarily for professional advisory fees paid to certain of the Predecessor’s professional advisors on the Effective Date. Such fees were contingent upon Reorganized Tribune Company’s successful emergence from Chapter 11. Income taxes attributable to the reorganization totaled $195 million, of which $14 million is included in income (loss) from discontinued operations, net of taxes, and principally related to Reorganized Tribune Company’s conversion from a subchapter S corporation to a C corporation under the IRC as well as the income tax treatment of the implementation of the Plan on the Effective Date, including the cancellation of certain prepetition liabilities (see Note 14 for additional information). | |||||||
[4] | (2)As described in Note 3, in connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Predecessor was forgiven and (iii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled, including the 56,521,739 shares held by the ESOP and the 8,294,000 of shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012. In addition, the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders were cancelled. As a result, the $37 million of common shares held by the ESOP, net of unearned compensation and the $255 million of stock purchase warrants reflected in the Predecessor’s Consolidated Balance Sheet as of December 30, 2012 were eliminated as direct adjustments to retained earnings (deficit) and were not included in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. These direct adjustments to retained earnings (deficit) and the net reorganization gain after taxes of $4.552 billion described in (1) above resulted in a total adjustment to retained earnings (deficit) of $4.835 billion. | |||||||
[5] | (3)Reflects the conversion of Reorganized Tribune Company from a subchapter S corporation to a C corporation under the IRC. | |||||||
[6] | (6)The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes certain adjustments recorded as a result of the adoption of fresh-start reporting in accordance with ASC Topic 852 as of the Effective Date. These fresh-start reporting adjustments resulted in a net pretax gain of $3.372 billion ($2.567 billion after taxes), including a loss of $178 million ($95 million after taxes) reflected in income (loss) from discontinued operations, net of taxes, and primarily resulted from adjusting the Predecessor’s recorded values for certain assets and liabilities to fair values in accordance with ASC Topic 805, recording related adjustments to deferred income taxes, and eliminating the Company’s accumulated other comprehensive income (loss) as of the Effective Date. The fresh-start reporting adjustments included in the Predecessor’s statement of operations for December 31, 2012 consisted of the following items (in thousands):Fair value adjustments to net properties$(116,211)Fair value adjustments to intangibles1,186,701Fair value adjustments to investments1,615,075Fair value adjustments to broadcast rights and other contracts(234,098)Write-off of Predecessor’s existing goodwill and establish Successor’s goodwill1,992,594Other fair value adjustments, net(1,131)Elimination of accumulated other comprehensive income (loss)(1,070,764)Gain from fresh-start reporting adjustments before taxes3,372,166Less: Income taxes attributable to fair value adjustments(805,241)Net gain from fresh-start reporting adjustments after taxes (1)$2,566,925 (1) Net gain from fresh-start reporting adjustments after taxes includes a $95 million loss reflected in income (loss) from discontinued operations, net of taxes.Property, Plant and Equipment—Property, plant and equipment was adjusted to a fair value aggregating $877 million as of the Effective Date. The fair values of property, plant and equipment were based primarily on valuations obtained from third party valuation specialists principally utilizing the cost and market valuation approaches.Fresh-start reporting adjustments included the elimination of the Predecessor’s aggregate accumulated depreciation balance as of December 30, 2012.Identifiable Intangible Assets—The following intangible assets were identified by Reorganized Tribune Company and recorded at fair value based on valuations obtained from third party valuation specialists: newspaper mastheads, FCC licenses, trade name, multi-system cable operator relationships, advertiser relationships, network affiliation agreements, retransmission consent agreements, database systems, customer relationships, advertiser backlogs, operating lease agreements, affiliate agreements, broadcast rights contracts, and other contracts and agreements, including real property leases. The cost, income and market valuation approaches were utilized, as appropriate, to estimate the fair values of these intangible assets. The determination of the fair values of these identifiable intangible assets resulted in a $1.187 billion net increase in intangible assets and a $227 million unfavorable contract intangible liability in the Successor’s Consolidated Balance Sheet at December 31, 2012. The contract intangible liability of $227 million includes $226 million related to net unfavorable broadcast rights contracts and approximately $1 million related to net unfavorable operating lease contracts.Investments—Reorganized Tribune Company’s investments were adjusted to a fair value aggregating $2.224 billion as of the Effective Date. The fair value of Reorganized Tribune Company’s investments was estimated based on valuations obtained from third parties primarily using the market approach. Of the total fresh-start reporting adjustments relating to investments, $1.108 billion is attributable to Reorganized Tribune Company’s share of theoretical increases in the fair value of amortizable intangible assets had the fair value of the investments been allocated to identifiable intangible assets of the investees in accordance with ASC Topic 805. The differences between the fair value and carrying value of these intangible assets of the investees will be amortized into income on equity investments, net in Reorganized Tribune Company’s statement of operations in future periods.Accumulated Other Comprehensive Income (Loss)—As indicated above, amounts included in the Predecessor’s accumulated other comprehensive income (loss) at December 30, 2012 were eliminated. As a result, the Company recorded $1.104 billion of previously unrecognized cumulative pretax losses in reorganization items, net and a related income tax benefit of $169 million in the Predecessor’s Consolidated Statement of Operations for December 31, 2012, exclusive of $27 million reflected in income (loss) from discontinued operations, net of taxes. |
Fresh-Start Reporting - Balan68
Fresh-Start Reporting - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2012 | Dec. 30, 2012 | ||
Predecessor | ||||
Preconfirmation, Assets [Abstract] | ||||
Preconfirmation, Cash and Cash Equivalents | $ 2,284,426 | |||
Preconfirmation, Receivables, Net | 491,164 | |||
Preconfirmation, Inventories | 22,249 | |||
Preconfirmation, Program Rights, Current | 151,576 | |||
Preconfirmation, Income Taxes Receivable, Current | 65,475 | |||
Preconfirmation, restricted cash and cash equivalents | 0 | |||
Preconfirmation, Prepaid and Other Current Assets | 82,453 | |||
Preconfirmation, Current Assets | 3,097,343 | |||
Preconfirmation, Property, Plant and Equipment, Gross | 2,925,355 | |||
Preconfirmation, Accumulated Depreciation and Amortization | (1,930,728) | |||
Preconfirmation, Property and Equipment, Net | 994,627 | |||
Preconfirmation, Program Rights, Noncurrent | 80,945 | |||
Preconfirmation, Goodwill | 409,432 | |||
Preconfirmation, Other Intangible Assets, Net | 360,479 | |||
Preconfirmation, Restricted Cash and Cash Equivalents, Noncurrent | $ 727,000 | 727,468 | ||
Preconfirmation, Assets Held-for-sale | 8,853 | |||
Preconfirmation, Investments | 605,420 | |||
Preconfirmation, Other Assets, Noncurrent | 66,469 | |||
Preconfirmation, Other Assets | 2,259,066 | |||
Preconfirmation, Assets | 6,351,036 | |||
Preconfirmation, Liabilities [Abstract] | ||||
Preconfirmation, Current Maturities of Long-term Debt | 0 | |||
Preconfirmation, Accrued Reorganization Costs | 102,191 | |||
Preconfirmation, Employee-related Liabilities, Current | 171,012 | |||
Preconfirmation, Program Rights Obligations, Current | 109,894 | |||
Preconfirmation, Income Taxes Payable, Current | 1,605 | |||
Preconfirmation, Deferred Revenue, Current | 76,909 | |||
Preconfirmation, Accounts Payable, Accrued Expenses and Other Liabilities, Current | 141,845 | |||
Preconfirmation, Current Liabilities | 603,456 | |||
Preconfirmation, Long-term Debt | 0 | |||
Preconfirmation, Deferred Income Tax Liabilities, Noncurrent | 50,635 | |||
Preconfirmation, Program Rights Obligations, Noncurrent | 67,839 | |||
Preconfirmation, Finite-Lived Intangible Liabilities, Net | 0 | |||
Preconfirmation, Pension and Other Postretirement Obligations | 540,618 | |||
Preconfirmation, Noncurrent Other Obligations | 57,632 | |||
Preconfirmation, Non-current Liabilities | 716,724 | |||
Liabilities subject to compromise on the Effective Date | 13,049,204 | 13,049,204 | ||
Preconfirmation, Common Shares Held by ESOP, net of Unearned Compensation | 36,680 | |||
Preconfirmation, Stockholders' Equity [Abstract] | ||||
Preconfirmation, Common Stock and Additional Paid-in Capital | 0 | |||
Preconfirmation, Warrants and Rights Outstanding | 255,000 | |||
Preconfirmation, Retained Earnings (Deficit) | (7,401,904) | |||
Preconfirmation, Accumulated Other Comprehensive Income (Loss) | (908,124) | |||
Preconfirmation, Common Stock | 0 | |||
Preconfirmation, Additional Paid-in Capital | 0 | |||
Preconfirmation, Stockholders' Equity | (8,055,028) | |||
Preconfirmation, Liabilities and Stockholders' Equity | 6,351,036 | |||
Fresh-Start Adjustment, Increase (Decrease), Stockholders' Equity [Abstract] | ||||
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss) | [1] | 908,124 | ||
Successor | ||||
Postconfirmation, Assets [Abstract] | ||||
Postconfirmation, Cash and Cash Equivalents | 430,574 | |||
Postconfirmation, Receivables, Net | 491,164 | |||
Postconfirmation, Inventories | 18,348 | |||
Postconfirmation, Program Rights, Current | 128,871 | |||
Postconfirmation, Income Taxes Receivable, Current | 65,475 | |||
Postconfirmation, restricted cash and cash equivalents | 186,823 | |||
Postconfirmation, Prepaid and Other Current Assets | 161,471 | |||
Postconfirmation, Current Assets | 1,482,726 | |||
Postconfirmation, Property, Plant and Equipment, Gross | 877,169 | |||
Postconfirmation, Accumulated Depreciation and Amortization | 0 | |||
Postconfirmation, Property and Equipment, Net | 877,169 | |||
Postconfirmation, Program Rights, Noncurrent | 64,245 | |||
Postconfirmation, Goodwill | 2,402,026 | |||
Postconfirmation, Other Intangible Assets, Net | 1,547,934 | |||
Postconfirmation, Restricted Cash and Cash Equivalents, Noncurrent | 0 | |||
Postconfirmation, Assets Held-for-sale | 10,100 | |||
Postconfirmation, Investments | 2,224,313 | |||
Postconfirmation, Other Assets, Noncurrent | 64,767 | |||
Postconfirmation, Other Assets | 6,313,385 | |||
Postconfirmation, Assets | 8,673,280 | |||
Postconfirmation, Liabilities [Abstract] | ||||
Postconfirmation, Current Maturities of Long-term Debt | 6,843 | |||
Postconfirmation, Accrued Reorganization Costs | 126,982 | |||
Postconfirmation, Employee-related Liabilities, Current | 177,115 | |||
Postconfirmation, Program Rights Obligations, Current | 152,217 | |||
Postconfirmation, Income Taxes Payable, Current | 60,090 | |||
Postconfirmation, Deferred Revenue, Current | 76,739 | |||
Postconfirmation, Accounts Payable, Accrued Expenses and Other Liabilities, Current | 228,395 | |||
Postconfirmation, Current Liabilities | 828,381 | |||
Postconfirmation, Long-term Debt | 1,082,157 | |||
Postconfirmation, Deferred Income Tax Liabilities, Noncurrent | 1,313,752 | |||
Postconfirmation, Program Rights Obligations, Noncurrent | 81,929 | |||
Postconfirmation, Finite-Lived Intangible Liabilities, Net | 227,017 | |||
Postconfirmation, Pension and Other Postretirement Obligations | 550,381 | |||
Postconfirmation, Noncurrent Other Obligations | 53,663 | |||
Postconfirmation, Non-current Liabilities | 3,308,899 | |||
Liabilities subject to compromise and settled on the Effective Date | 0 | |||
Postconfirmation, Common Shares Held by ESOP, net of Unearned Compensation | 0 | |||
Postconfirmation, Stockholders' Equity [Abstract] | ||||
Postconfirmation, Common Stock and Additional Paid-in Capital | 0 | |||
Postconfirmation, Warrants and Rights Outstanding | 0 | |||
Postconfirmation, Retained Earnings (Deficit) | 0 | |||
Postconfirmation, Accumulated Other Comprehensive Income (Loss) | 0 | |||
Postconfirmation, Common Stock | 83 | |||
Postconfirmation, Additional Paid-in Capital | 4,535,917 | |||
Postconfirmation, Stockholders' Equity | 4,536,000 | |||
Postconfirmation, Liabilities and Stockholders' Equity | 8,673,280 | |||
Discharge of Debt | Predecessor | ||||
Fresh-Start Adjustment, Increase (Decrease), Assets [Abstract] | ||||
Fresh-Start Adjustment, Increase (Decrease), Cash and Cash Equivalents | [2] | (1,853,852) | ||
Fresh-Start Adjustment, Increase (Decrease), Receivables, Net | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Inventories | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Program Right, Current | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Income Taxes Receivable | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Restricted Cash and Cash Equivalents, Current | [2] | 186,823 | ||
Fresh-Start Adjustment, Increase (Decrease), Prepaid and Other Current Assets | [2],[3] | 83,021 | ||
Fresh-Start Adjustment, Increase (Decrease), Current Assets | (1,584,008) | |||
Fresh-Start Adjustment, Increase (Decrease), Property and Equipment, Gross | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Accumulated Depreciation and Amortization | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Property and Equipment, Net | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Program Right, Noncurrent | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Goodwill | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Intangible Assets | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Restricted Cash and Cash Equivalents, Noncurrent | [2] | (727,468) | ||
Fresh-Start Adjustment, Increase (Decrease), Assets Held for Sale | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Investments | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Other Assets, Noncurrent | [4] | 11,242 | ||
Fresh-Start Adjustment, Increase (Decrease), Other Assets | (716,226) | |||
Fresh-Start Adjustment, Increase (Decrease), Assets | (2,300,234) | |||
Fresh-Start Adjustment, Increase (Decrease), Liabilities [Abstract] | ||||
Fresh-Start Adjustment, Increase (Decrease), Current Maturities of Long-term Debt | [4] | 6,843 | ||
Fresh-Start Adjustment, Increase (Decrease), Accrued Reorganization Costs | [2],[5] | 24,791 | ||
Fresh-Start Adjustment, Increase (Decrease), Employee-related Liabilities, Current | [2],[5] | 6,103 | ||
Fresh-Start Adjustment, Increase (Decrease), Program Rights Obligations, Current | [5] | 61,595 | ||
Fresh-Start Adjustment, Increase (Decrease), Income Taxes Payable, Current | [2],[5] | 58,485 | ||
Fresh-Start Adjustment, Increase (Decrease), Deferred Revenue, Current | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Accounts Payable, Accrued Expenses and Other Liabilities, Current | [2],[4],[5] | 95,392 | ||
Fresh-Start Adjustment, Increase (Decrease), Current Liabilities | 253,209 | |||
Fresh-Start Adjustment, Increase (Decrease), Long-term Debt | [4] | 1,082,157 | ||
Fresh-Start Adjustment, Increase (Decrease), Deferred Income Tax Liabilities, Noncurrent | [2],[3] | 293,718 | ||
Fresh-Start Adjustment, Increase (Decrease), Program Rights Obligations, Noncurrent | [5] | 21,791 | ||
Fresh-Start Adjustment, Increase (Decrease), Finite-Lived Intangible Liabilities, Net | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Pension and Other Postretirement Obligations | [2],[5] | 9,763 | ||
Fresh-Start Adjustment, Increase (Decrease), Noncurrent Other Obligations | [2],[5] | 9,033 | ||
Fresh-Start Adjustment, Increase (Decrease), Non-current Liabilities | 1,416,462 | |||
Fresh-Start Adjustment, Increase (Decrease), Liabilities Subject to Compromise | [2],[5] | (13,049,204) | ||
Fresh-Start Adjustment, Increase (Decrease), Common Shares Held by ESOP, net of Unearned Compensation | [6] | (36,680) | ||
Fresh-Start Adjustment, Increase (Decrease), Stockholders' Equity [Abstract] | ||||
Fresh-Start Adjustment, Increase (Decrease), Common Stock and Additional Paid-in Capital | 0 | |||
Retained earnings adjustment | (255,000) | [6] | $ (255,000) | |
Fresh-Start Adjustment, Increase (Decrease), Retained Earnings (Deficit) | [2],[6] | 4,834,979 | ||
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss) | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Common Stock | [2] | 83 | ||
Fresh-Start Adjustment, Increase (Decrease), Additional Paid-in Capital | [2] | 4,535,917 | ||
Fresh-Start Adjustment, Increase (Decrease), Stockholders' Equity | 9,115,979 | |||
Fresh-Start Adjustment, Increase (Decrease), Liabilities and Stockholders' Equity | (2,300,234) | |||
Revaluation of Assets | Predecessor | ||||
Fresh-Start Adjustment, Increase (Decrease), Assets [Abstract] | ||||
Fresh-Start Adjustment, Increase (Decrease), Cash and Cash Equivalents | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Receivables, Net | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Inventories | [7] | (3,901) | ||
Fresh-Start Adjustment, Increase (Decrease), Program Right, Current | [7] | (22,705) | ||
Fresh-Start Adjustment, Increase (Decrease), Income Taxes Receivable | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Restricted Cash and Cash Equivalents, Current | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Prepaid and Other Current Assets | [7] | (4,003) | ||
Fresh-Start Adjustment, Increase (Decrease), Current Assets | (30,609) | |||
Fresh-Start Adjustment, Increase (Decrease), Property and Equipment, Gross | [7] | (2,048,186) | ||
Fresh-Start Adjustment, Increase (Decrease), Accumulated Depreciation and Amortization | [7] | 1,930,728 | ||
Fresh-Start Adjustment, Increase (Decrease), Property and Equipment, Net | (117,458) | |||
Fresh-Start Adjustment, Increase (Decrease), Program Right, Noncurrent | [7] | (16,700) | ||
Fresh-Start Adjustment, Increase (Decrease), Goodwill | [7],[8] | 1,992,594 | ||
Fresh-Start Adjustment, Increase (Decrease), Intangible Assets | [7] | 1,187,455 | ||
Fresh-Start Adjustment, Increase (Decrease), Restricted Cash and Cash Equivalents, Noncurrent | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Assets Held for Sale | [7] | 1,247 | ||
Fresh-Start Adjustment, Increase (Decrease), Investments | 1,615,000 | |||
Fresh Start Adjustment, Increase (Decrease), Investments Preliminary | [7] | 1,618,893 | ||
Fresh-Start Adjustment, Increase (Decrease), Other Assets, Noncurrent | [7] | (12,944) | ||
Fresh-Start Adjustment, Increase (Decrease), Other Assets | 4,770,545 | |||
Fresh-Start Adjustment, Increase (Decrease), Assets | 4,622,478 | |||
Revaluation of Liabilities | Predecessor | ||||
Fresh-Start Adjustment, Increase (Decrease), Liabilities [Abstract] | ||||
Fresh-Start Adjustment, Increase (Decrease), Current Maturities of Long-term Debt | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Accrued Reorganization Costs | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Employee-related Liabilities, Current | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Program Rights Obligations, Current | [7] | (19,272) | ||
Fresh-Start Adjustment, Increase (Decrease), Income Taxes Payable, Current | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Deferred Revenue, Current | [7] | (170) | ||
Fresh-Start Adjustment, Increase (Decrease), Accounts Payable, Accrued Expenses and Other Liabilities, Current | [7] | (8,842) | ||
Fresh-Start Adjustment, Increase (Decrease), Current Liabilities | (28,284) | |||
Fresh-Start Adjustment, Increase (Decrease), Long-term Debt | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Deferred Income Tax Liabilities, Noncurrent | [7] | 969,399 | ||
Fresh-Start Adjustment, Increase (Decrease), Program Rights Obligations, Noncurrent | [7] | (7,701) | ||
Fresh-Start Adjustment, Increase (Decrease), Finite-Lived Intangible Liabilities, Net | [7] | 227,017 | ||
Fresh-Start Adjustment, Increase (Decrease), Pension and Other Postretirement Obligations | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Noncurrent Other Obligations | [7] | (13,002) | ||
Fresh-Start Adjustment, Increase (Decrease), Non-current Liabilities | 1,175,713 | |||
Fresh-Start Adjustment, Increase (Decrease), Liabilities Subject to Compromise | 0 | |||
Change in Capital Structure | Predecessor | ||||
Fresh-Start Adjustment, Increase (Decrease), Liabilities [Abstract] | ||||
Fresh-Start Adjustment, Increase (Decrease), Common Shares Held by ESOP, net of Unearned Compensation | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Stockholders' Equity [Abstract] | ||||
Fresh-Start Adjustment, Increase (Decrease), Common Stock and Additional Paid-in Capital | 0 | |||
Retained earnings adjustment | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Retained Earnings (Deficit) | [7] | 2,566,925 | ||
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss) | [7] | 908,124 | ||
Fresh-Start Adjustment, Increase (Decrease), Common Stock | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Additional Paid-in Capital | 0 | |||
Fresh-Start Adjustment, Increase (Decrease), Stockholders' Equity | 3,475,049 | |||
Fresh-Start Adjustment, Increase (Decrease), Liabilities and Stockholders' Equity | $ 4,622,478 | |||
[1] | (1)As a result of the adoption of fresh-start reporting, amounts included in the Predecessor’s accumulated other comprehensive (loss) income at December 30, 2012 were eliminated. As a result, the Company recorded $1.071 billion of previously unrecognized pretax losses in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. The net balance at December 30, 2012 of $(905) million for benefit plans was comprised of $(948) million related to pension plans and $43 million related to other postretirement plans. | |||
[2] | (1)Reflects adjustments arising from implementation of the Plan, including the settlement of prepetition liabilities, the transfer of cash to certain restricted accounts for the limited purpose of funding certain claim payments and professional fees, the cancellation of the Company’s existing common stock and stock purchase warrants and distributions of cash and issuance of Common Stock and Warrants to its creditors. The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes a net pretax gain of $4.739 billion ($4.543 billion after taxes), including a $5 million gain ($9 million loss after taxes) recorded in income (loss) from discontinued operations, net of taxes, to reflect these changes in the Predecessor’s capital structure arising from the implementation of the Plan and is comprised of the following adjustments (in thousands):Liabilities subject to compromise on the Effective Date$13,049,204Less: Liabilities assumed and reinstated on the Effective Date(169,513)Less: Liabilities for prepetition claims to be settled subsequent to the Effective Date and other adjustments(50,488)Liabilities subject to compromise and settled on the Effective Date12,829,203Less: Cash distributions on settled claims(3,515,996)Less: Issuance of Common Stock and Warrants(4,536,000)Gain on settlement of liabilities subject to compromise4,777,207Less: Valuation allowance on non-interest bearing loan to the Litigation Trust(20,000)Less: Professional advisory fees incurred due to emergence from Chapter 11(14,136)Less: Other reorganization adjustments, net(4,372)Total reorganization adjustments before taxes4,738,699Less: Income taxes on reorganization adjustments(195,400)Net reorganization gain after taxes (1)$4,543,299 (1)Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes.On the Effective Date, Reorganized Tribune Company assumed and reinstated $170 million of liabilities that were previously classified as liabilities subject to compromise at December 30, 2012 in accordance with the terms of the Plan. Such liabilities included an aggregate of $89 million related to contracts for broadcast rights, income taxes payable of $65 million, and other liabilities of $16 million. Reorganized Tribune Company also reinstated $50 million of prepetition liabilities allowed by the Bankruptcy Court at the expected settlement amount outlined in the Plan that have been or will be settled subsequent to the Effective Date utilizing $187 million in distributable cash that was transferred to certain restricted accounts on the Effective Date (see below).In the aggregate, Reorganized Tribune Company settled $12.829 billion of liabilities subject to compromise for approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants with a fair value determined pursuant to the Plan of $4.536 billion and interests in the Litigation Trust. This resulted in a pretax gain on settlement of liabilities subject to compromise of $4.777 billion. The cash distributed included $727 million that was classified as restricted cash and cash equivalents in the Predecessor’s Consolidated Balance Sheet at December 30, 2012 and the proceeds from a term loan (see Note 10). In addition, Reorganized Tribune Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At December 31, 2015, restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million.On the Effective Date, Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust pursuant to the Litigation Trust Loan Agreement. The Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation Trust. Given the uncertainty involved in the Litigation Trust’s pursuit of the preserved causes of action transferred to it and the timing and amount of principal payments to be received on the non-interest bearing loan, Reorganized Tribune Company recorded a valuation allowance of $20 million against the principal balance of the loan and included the $20 million charge to establish the valuation allowance as a pretax charge in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.Reorganization adjustments for December 31, 2012 included a pretax charge of $14 million primarily for professional advisory fees paid to certain of the Predecessor’s professional advisors on the Effective Date. Such fees were contingent upon Reorganized Tribune Company’s successful emergence from Chapter 11. Income taxes attributable to the reorganization totaled $195 million, of which $14 million is included in income (loss) from discontinued operations, net of taxes, and principally related to Reorganized Tribune Company’s conversion from a subchapter S corporation to a C corporation under the IRC as well as the income tax treatment of the implementation of the Plan on the Effective Date, including the cancellation of certain prepetition liabilities (see Note 14 for additional information). | |||
[3] | (3)Reflects the conversion of Reorganized Tribune Company from a subchapter S corporation to a C corporation under the IRC. | |||
[4] | (5)On the Effective Date, Reorganized Tribune Company entered into a $1.100 billion secured term loan facility, the proceeds of which were used to fund certain required distributions to creditors under the Plan. The secured term loan facility was issued at a discount of 1% of the principal balance totaling $11 million. See the “Exit Financing Facilities” section of Note 10 for further information related to the secured term loan facility. The following table summarizes the amounts included in the Successor’s Consolidated Balance Sheet as of December 31, 2012 related to the secured term loan facility (in thousands):Current portion of term loan: Portion due within one year$8,250Less: Current portion of debt discount(1,407)Current portion of term loan$6,843 Non-current portion of term loan: Issuance of term loan$1,100,000Less: Debt discount of 1%(11,000)Less: Current portion of term loan(6,843)Non-current portion of term loan$1,082,157Prior to the Effective Date, the Predecessor incurred transaction costs totaling $4 million in connection with the Exit Financing Facilities (as defined and described in Note 10). These costs were classified in other assets in the Predecessor’s Consolidated Balance Sheet at December 30, 2012. On the Effective Date, Reorganized Tribune Company incurred additional transaction costs totaling $12 million upon the closing of the Exit Financing Facilities. The Company’s combined transaction costs as of the Effective Date, aggregating $16 million, were scheduled to be amortized to interest expense by Reorganized Tribune Company over the expected terms of the Exit Financing Facilities. On December 27, 2013, the Exit Financing Facilities were extinguished in connection with the Local TV Acquisition (see Notes 5 and 10). As a result, unamortized transaction costs totaling $7 million relating to lenders whose portion of the borrowings under the Exit Financing Facilities was deemed extinguished were written off and included in loss on extinguishment of debt in Reorganized Tribune Company’s Consolidated Statement of Operations for the year ended December 29, 2013. | |||
[5] | (4)Reflects the reclassification of certain liabilities from liabilities subject to compromise upon the assumption of certain executory contracts and unexpired leases, including contracts for broadcast rights. | |||
[6] | (2)As described in Note 3, in connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Predecessor was forgiven and (iii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled, including the 56,521,739 shares held by the ESOP and the 8,294,000 of shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012. In addition, the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders were cancelled. As a result, the $37 million of common shares held by the ESOP, net of unearned compensation and the $255 million of stock purchase warrants reflected in the Predecessor’s Consolidated Balance Sheet as of December 30, 2012 were eliminated as direct adjustments to retained earnings (deficit) and were not included in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. These direct adjustments to retained earnings (deficit) and the net reorganization gain after taxes of $4.552 billion described in (1) above resulted in a total adjustment to retained earnings (deficit) of $4.835 billion. | |||
[7] | (6)The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes certain adjustments recorded as a result of the adoption of fresh-start reporting in accordance with ASC Topic 852 as of the Effective Date. These fresh-start reporting adjustments resulted in a net pretax gain of $3.372 billion ($2.567 billion after taxes), including a loss of $178 million ($95 million after taxes) reflected in income (loss) from discontinued operations, net of taxes, and primarily resulted from adjusting the Predecessor’s recorded values for certain assets and liabilities to fair values in accordance with ASC Topic 805, recording related adjustments to deferred income taxes, and eliminating the Company’s accumulated other comprehensive income (loss) as of the Effective Date. The fresh-start reporting adjustments included in the Predecessor’s statement of operations for December 31, 2012 consisted of the following items (in thousands):Fair value adjustments to net properties$(116,211)Fair value adjustments to intangibles1,186,701Fair value adjustments to investments1,615,075Fair value adjustments to broadcast rights and other contracts(234,098)Write-off of Predecessor’s existing goodwill and establish Successor’s goodwill1,992,594Other fair value adjustments, net(1,131)Elimination of accumulated other comprehensive income (loss)(1,070,764)Gain from fresh-start reporting adjustments before taxes3,372,166Less: Income taxes attributable to fair value adjustments(805,241)Net gain from fresh-start reporting adjustments after taxes (1)$2,566,925 (1) Net gain from fresh-start reporting adjustments after taxes includes a $95 million loss reflected in income (loss) from discontinued operations, net of taxes.Property, Plant and Equipment—Property, plant and equipment was adjusted to a fair value aggregating $877 million as of the Effective Date. The fair values of property, plant and equipment were based primarily on valuations obtained from third party valuation specialists principally utilizing the cost and market valuation approaches.Fresh-start reporting adjustments included the elimination of the Predecessor’s aggregate accumulated depreciation balance as of December 30, 2012.Identifiable Intangible Assets—The following intangible assets were identified by Reorganized Tribune Company and recorded at fair value based on valuations obtained from third party valuation specialists: newspaper mastheads, FCC licenses, trade name, multi-system cable operator relationships, advertiser relationships, network affiliation agreements, retransmission consent agreements, database systems, customer relationships, advertiser backlogs, operating lease agreements, affiliate agreements, broadcast rights contracts, and other contracts and agreements, including real property leases. The cost, income and market valuation approaches were utilized, as appropriate, to estimate the fair values of these intangible assets. The determination of the fair values of these identifiable intangible assets resulted in a $1.187 billion net increase in intangible assets and a $227 million unfavorable contract intangible liability in the Successor’s Consolidated Balance Sheet at December 31, 2012. The contract intangible liability of $227 million includes $226 million related to net unfavorable broadcast rights contracts and approximately $1 million related to net unfavorable operating lease contracts.Investments—Reorganized Tribune Company’s investments were adjusted to a fair value aggregating $2.224 billion as of the Effective Date. The fair value of Reorganized Tribune Company’s investments was estimated based on valuations obtained from third parties primarily using the market approach. Of the total fresh-start reporting adjustments relating to investments, $1.108 billion is attributable to Reorganized Tribune Company’s share of theoretical increases in the fair value of amortizable intangible assets had the fair value of the investments been allocated to identifiable intangible assets of the investees in accordance with ASC Topic 805. The differences between the fair value and carrying value of these intangible assets of the investees will be amortized into income on equity investments, net in Reorganized Tribune Company’s statement of operations in future periods.Accumulated Other Comprehensive Income (Loss)—As indicated above, amounts included in the Predecessor’s accumulated other comprehensive income (loss) at December 30, 2012 were eliminated. As a result, the Company recorded $1.104 billion of previously unrecognized cumulative pretax losses in reorganization items, net and a related income tax benefit of $169 million in the Predecessor’s Consolidated Statement of Operations for December 31, 2012, exclusive of $27 million reflected in income (loss) from discontinued operations, net of taxes. | |||
[8] | (7)As a result of adopting fresh-start reporting, Reorganized Tribune Company established goodwill of $2.402 billion, which represents the excess of reorganization value over amounts assigned to all other assets and liabilities. The following table presents a reconciliation of the enterprise value attributed to Reorganized Tribune Company’s net assets, a determination of the total reorganization value to be allocated to Reorganized Tribune Company’s net assets and the determination of goodwill (in thousands):Determination of goodwill: Enterprise value of Reorganized Tribune Company$5,194,426Plus: Cash and cash equivalents430,574Plus: Fair value of liabilities (excluding debt)3,048,280Total reorganization value to be allocated to assets8,673,280Less: Fair value assigned to tangible and identifiable intangible assets(6,271,254)Reorganization value allocated to goodwill$2,402,026Predecessor liabilities at December 30, 2012 of $1.901 billion were also adjusted to fair value in the application of fresh-start reporting resulting in a net increase in liabilities of $1.147 billion (excluding the impact of the new term loan). Increases included the $969 million of deferred income taxes attributable to fair value adjustments and the $227 million contract intangible liability discussed above. These increases were partially offset by reductions in certain other liabilities, including reductions related to real estate lease obligations. |
Fresh-Start Reporting - Adjustm
Fresh-Start Reporting - Adjustments from Plan Implementation (Details) - Predecessor - USD ($) $ in Thousands | Dec. 31, 2012 | Dec. 30, 2012 | |
Fresh-Start Adjustment [Line Items] | |||
Liabilities subject to compromise on the Effective Date | $ 13,049,204 | $ 13,049,204 | |
Liabilities assumed and reinstated on the Effective Date | (169,513) | ||
Liabilities for prepetition claims to be settled subsequent to the Effective Date and other adjustments | (50,488) | ||
Liabilities subject to compromise and settled on the Effective Date | 12,829,203 | ||
Cash distributions on settled claims | (3,515,996) | ||
Issuance of Common Stock and Warrants | (4,536,000) | ||
Gain on settlement of liabilities subject to compromise | 4,777,207 | ||
Valuation allowance on non-interest bearing loan to the Litigation Trust | (20,000) | ||
Professional advisory fees incurred due to emergence from Chapter 11 | (14,136) | ||
Other reorganization adjustments, net | (4,372) | ||
Total reorganization adjustments before taxes | 4,738,699 | ||
Income taxes on reorganization adjustments | (195,400) | ||
Net reorganization gain after taxes | [1] | 4,543,299 | |
Gain (loss) reflected in discontinued operations | $ (9,000) | ||
[1] | (1)Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes. |
Fresh-Start Reporting - Secured
Fresh-Start Reporting - Secured Term Loan Facility (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 31, 2012 |
Fresh-Start Adjustment [Line Items] | |||
Current portion of term loan | $ 26,479 | $ 4,088 | |
Debt Discount of 1% | (7,117) | ||
Current portion of term loan | (26,479) | (4,088) | |
Non-current portion of term loan | $ 3,452,544 | $ 3,490,897 | |
Term Loan Facility | Exit Financing Facilities | |||
Fresh-Start Adjustment [Line Items] | |||
Issuance of term loan | $ 1,100,000 | ||
Debt Discount of 1% | $ (11,000) | ||
Unamortized discount, percentage of principal amount | 1.00% | ||
Term Loan Facility | Exit Financing Facilities | Successor | |||
Fresh-Start Adjustment [Line Items] | |||
Portion due within one year | $ 8,250 | ||
Current portion of debt discount | (1,407) | ||
Current portion of term loan | 6,843 | ||
Issuance of term loan | 1,100,000 | ||
Debt Discount of 1% | (11,000) | ||
Current portion of term loan | (6,843) | ||
Non-current portion of term loan | $ 1,082,157 |
Fresh-Start Reporting - Reporti
Fresh-Start Reporting - Reporting Adjustments Included in Statement of Operations (Details) - Predecessor $ in Thousands | Dec. 31, 2012USD ($) | |
Fresh-Start Adjustment [Line Items] | ||
Fair value adjustments to net properties | $ (116,211) | |
Fair value adjustments to intangibles | 1,186,701 | |
Fair value adjustments to investments | 1,615,075 | |
Fair value adjustments to broadcast rights and other contracts | (234,098) | |
Write-off of Predecessor’s existing goodwill and establish Successor’s goodwill | 1,992,594 | |
Other fair value adjustments, net | (1,131) | |
Elimination of accumulated other comprehensive income (loss) | (1,070,764) | |
Gain from fresh-start reporting adjustments before taxes | 3,372,166 | |
Income taxes attributable to fair value adjustments | (805,241) | |
Net gain from fresh-start reporting adjustments after taxes | $ 2,566,925 | [1] |
[1] | (1) Net gain from fresh-start reporting adjustments after taxes includes a $95 million loss reflected in income (loss) from discontinued operations, net of taxes. |
Fresh-Start Reporting - Determi
Fresh-Start Reporting - Determination of Goodwill (Details) - Successor $ in Thousands | Dec. 31, 2012USD ($) |
Fresh-Start Adjustment [Line Items] | |
Enterprise value of Reorganized Tribune Company | $ 5,194,426 |
Cash and cash equivalents | 430,574 |
Fair value of liabilities (excluding debt) | 3,048,280 |
Total reorganization value to be allocated to assets | 8,673,280 |
Fair value assigned to tangible and identifiable intangible assets | (6,271,254) |
Reorganization value allocated to goodwill | $ 2,402,026 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) project in Thousands, $ in Thousands, set_up_box in Millions, professional in Millions | Oct. 01, 2014USD ($)television_channel | Aug. 29, 2014USD ($)professionalproject | Jul. 04, 2014USD ($)television_channelset_up_boxcountry | May. 07, 2014USD ($) | May. 01, 2014USD ($) | Jan. 31, 2014USD ($) | Dec. 27, 2013USD ($)station | May. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 29, 2015USD ($) | Dec. 28, 2014USD ($) | Sep. 28, 2014USD ($) | Jun. 29, 2014USD ($) | Mar. 30, 2014USD ($) | Dec. 29, 2013USD ($) | Mar. 30, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | May. 06, 2014 | |||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Net cash | $ 74,959 | $ 279,833 | $ 2,550,410 | ||||||||||||||||||||||
Operating Revenues | $ 547,605 | $ 488,594 | $ 501,524 | $ 472,737 | $ 553,420 | $ 474,858 | $ 474,979 | $ 446,102 | 2,010,460 | [1] | 1,949,359 | [1] | 1,147,240 | [1] | |||||||||||
Total operating profit | $ (382,216) | $ 38,808 | 19,784 | $ 60,935 | $ 163,444 | 55,285 | $ 32,193 | 50,260 | (262,689) | [1],[2] | 301,182 | [1],[2] | 199,040 | [1],[2] | |||||||||||
Dreamcatcher Stations | Variable Interest Entity, Primary Beneficiary | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Minimum annual cumulative net cash flow guaranteed to Dreamcatcher | $ 200 | ||||||||||||||||||||||||
Operating Revenues | 65,000 | 67,000 | |||||||||||||||||||||||
Total operating profit | 12,000 | 13,000 | |||||||||||||||||||||||
Infostrada, SportsDirect, Covers, Enswers | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Net cash | $ 69,849 | ||||||||||||||||||||||||
Transaction costs incurred | $ 3,000 | ||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 12 years | ||||||||||||||||||||||||
Cash paid for acquisition | $ 71,768 | ||||||||||||||||||||||||
Infostrada, SportsDirect, Covers, Enswers | Customer relationships | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 11 years | ||||||||||||||||||||||||
Infostrada, SportsDirect, Covers, Enswers | Content database | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 14 years | ||||||||||||||||||||||||
Infostrada, SportsDirect, Covers, Enswers | Technologies | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 8 years | ||||||||||||||||||||||||
Infostrada, SportsDirect, Covers, Enswers | Trade names and trademarks | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 15 years | ||||||||||||||||||||||||
Infostrada, SportsDirect, Covers, Enswers | Noncompete Agreements | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 5 years | ||||||||||||||||||||||||
HWW | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Net cash | $ 18,249 | ||||||||||||||||||||||||
Transaction costs incurred | 1,000 | ||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 8 years | ||||||||||||||||||||||||
Number of national and local TV channels in Australia acquired | television_channel | 500 | ||||||||||||||||||||||||
Cash paid for acquisition | $ 18,425 | ||||||||||||||||||||||||
HWW | Customer relationships | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 12 years | ||||||||||||||||||||||||
HWW | Content database | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 5 years | ||||||||||||||||||||||||
HWW | Technologies | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 7 years | ||||||||||||||||||||||||
Baseline, LLC | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Net cash | $ 48,788 | ||||||||||||||||||||||||
Transaction costs incurred | $ 1,000 | ||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 11 years | ||||||||||||||||||||||||
Movie and TV project information acquired | project | 300 | ||||||||||||||||||||||||
Number of TV and film professionals information acquired | professional | 1.5 | ||||||||||||||||||||||||
Period of deductible purchase price | 15 years | ||||||||||||||||||||||||
Cash paid for acquisition | $ 48,988 | ||||||||||||||||||||||||
Baseline, LLC | Customer relationships | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 6 years | ||||||||||||||||||||||||
Baseline, LLC | Content database | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 15 years | ||||||||||||||||||||||||
Baseline, LLC | Technologies | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 7 years | ||||||||||||||||||||||||
Baseline, LLC | Trade names and trademarks | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 5 years | ||||||||||||||||||||||||
What's On India Media Private Limited | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Net cash | $ 21,000 | ||||||||||||||||||||||||
Transaction costs incurred | 1,000 | ||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 10 years | ||||||||||||||||||||||||
Total purchase price for acquisition | $ 26,825 | ||||||||||||||||||||||||
NPV of deferred payments | 5,625 | ||||||||||||||||||||||||
Possible additional payments to selling management shareholders | $ 4,000 | ||||||||||||||||||||||||
Business Combination, Consideration Transferred, Additional Payment Made | $ 4,000 | ||||||||||||||||||||||||
Number of countries offered EPG data and TV search products | country | 16 | ||||||||||||||||||||||||
Number of television channels | television_channel | 1,600 | ||||||||||||||||||||||||
Number of set-top boxes | set_up_box | 58 | ||||||||||||||||||||||||
Cash paid for acquisition | $ 23,403 | ||||||||||||||||||||||||
What's On India Media Private Limited | Customer relationships | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 7 years | ||||||||||||||||||||||||
What's On India Media Private Limited | Content database | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 13 years | ||||||||||||||||||||||||
What's On India Media Private Limited | Technologies | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 7 years | ||||||||||||||||||||||||
What's On India Media Private Limited | Trade names and trademarks | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 3 years | ||||||||||||||||||||||||
What's On India Media Private Limited | Noncompete Agreements | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 5 years | ||||||||||||||||||||||||
Gracenote, Inc. | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Net cash | $ 157,814 | ||||||||||||||||||||||||
Transaction costs incurred | $ 3,000 | $ 1,000 | $ 4,000 | ||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 11 years | ||||||||||||||||||||||||
Cash paid for acquisition | $ 160,867 | ||||||||||||||||||||||||
Gracenote, Inc. | Customer relationships | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 10 years | ||||||||||||||||||||||||
Gracenote, Inc. | Content database | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 13 years | ||||||||||||||||||||||||
Gracenote, Inc. | Technologies | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 8 years | ||||||||||||||||||||||||
Gracenote, Inc. | Trade names and trademarks | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 15 years | ||||||||||||||||||||||||
Local TV | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Net cash | $ 2,750,534 | ||||||||||||||||||||||||
Transaction costs incurred | $ 17,000 | ||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 9 years | ||||||||||||||||||||||||
Cash paid for acquisition | $ 2,816,101 | ||||||||||||||||||||||||
Number of television stations | station | 16 | ||||||||||||||||||||||||
Local TV | Broadcast rights intangible liabilities | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible liabilities useful life, years | 7 years | ||||||||||||||||||||||||
Local TV | Denver, Cleveland, St. Louis, Kansas City, Salt Lake City, Milwaukee, and High Point/Greensboro/Winston-Salem | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Number of television stations | station | 7 | ||||||||||||||||||||||||
Local TV | Memphis, Richmond, Huntsville, and Fort Smith | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Number of television stations | station | 4 | ||||||||||||||||||||||||
Local TV | Davenport/Moline | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Number of television stations | station | 1 | ||||||||||||||||||||||||
Local TV | Des Moines and Oklahoma City | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Number of television stations | station | 2 | ||||||||||||||||||||||||
Local TV | Fort Smith and Oklahoma City | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Number of television stations | station | 2 | ||||||||||||||||||||||||
Local TV | Network Affiliation Agreements | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 9 years | ||||||||||||||||||||||||
Local TV | Retransmission Consent Agreements | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 10 years | ||||||||||||||||||||||||
Local TV | Advertiser Backlog | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 1 year | ||||||||||||||||||||||||
Local TV | Other Intangible Assets | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 4 years | ||||||||||||||||||||||||
Dreamcatcher Stations | Dreamcatcher | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Total purchase price for acquisition | $ 27,000 | ||||||||||||||||||||||||
Landmark Acquisition Distributed in Spin-off | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Net cash | $ 28,981 | ||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 15 years | ||||||||||||||||||||||||
Period of deductible purchase price | 15 years | ||||||||||||||||||||||||
Cash paid for acquisition | $ 28,983 | ||||||||||||||||||||||||
Transaction costs reflected in discontinued operations | 400 | ||||||||||||||||||||||||
Landmark Acquisition Distributed in Spin-off | Customer relationships | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 7 years | ||||||||||||||||||||||||
Landmark Acquisition Distributed in Spin-off | Trade names and trademarks | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 20 years | ||||||||||||||||||||||||
Landmark Acquisition Distributed in Spin-off | Advertiser Relationships | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Definite-lived intangible assets useful life, years | 12 years | ||||||||||||||||||||||||
McClatchy Tribune Information Services | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
NPV of deferred payments | $ 4,000 | ||||||||||||||||||||||||
Cash paid for acquisition | $ 1,000 | ||||||||||||||||||||||||
Outstanding general partnership interests acquired, percent | 50.00% | ||||||||||||||||||||||||
Interest in McClatchy/Tribune Information Services, percent | 50.00% | ||||||||||||||||||||||||
Fair value of the preexisting equity interest in MCT | 3,000 | ||||||||||||||||||||||||
Remeasurement gain recognized in discontinued operations | $ 1,000 | ||||||||||||||||||||||||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods. | ||||||||||||||||||||||||
[2] | (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes. |
Acquisitions - 2015 Acquisition
Acquisitions - 2015 Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May. 31, 2015 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Business Acquisition [Line Items] | ||||
Net cash | $ 74,959 | $ 279,833 | $ 2,550,410 | |
Goodwill | $ 3,561,812 | $ 3,918,136 | $ 3,815,196 | |
Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 71,768 | |||
Cash acquired | (1,919) | |||
Net cash | 69,849 | |||
Restricted cash and cash equivalents | 404 | |||
Accounts receivable and other current assets | 2,481 | |||
Property and equipment | 805 | |||
Deferred income tax assets | 3,816 | |||
Other long term assets | 157 | |||
Accounts payable and other current liabilities | (1,507) | |||
Deferred revenue | (339) | |||
Deferred tax liabilities | (10,097) | |||
Other liabilities | (477) | |||
Total identifiable net assets | 39,343 | |||
Goodwill | 30,506 | |||
Total net assets acquired | $ 69,849 | |||
Definite-lived intangible assets useful life, years | 12 years | |||
Customer relationships | Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 17,000 | |||
Definite-lived intangible assets useful life, years | 11 years | |||
Content database | Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 13,900 | |||
Definite-lived intangible assets useful life, years | 14 years | |||
Technologies | Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 6,900 | |||
Definite-lived intangible assets useful life, years | 8 years | |||
Trade names and trademarks | Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 5,200 | |||
Definite-lived intangible assets useful life, years | 15 years | |||
Noncompete Agreements | Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 1,100 | |||
Definite-lived intangible assets useful life, years | 5 years | |||
Minimum | Customer relationships | Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 6 years | |||
Minimum | Content database | Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 10 years | |||
Minimum | Technologies | Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 4 years | |||
Maximum | Customer relationships | Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 16 years | |||
Maximum | Content database | Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 16 years | |||
Maximum | Technologies | Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 10 years |
Acquisitions - HWW (Details)
Acquisitions - HWW (Details) - USD ($) $ in Thousands | Oct. 01, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Business Acquisition [Line Items] | ||||
Net cash | $ 74,959 | $ 279,833 | $ 2,550,410 | |
Goodwill | $ 3,561,812 | $ 3,918,136 | $ 3,815,196 | |
HWW | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 18,425 | |||
Cash acquired | (176) | |||
Net cash | 18,249 | |||
Accounts receivable and other current assets | 780 | |||
Property and equipment | 40 | |||
Accounts payable and other current liabilities | (147) | |||
Deferred revenue | (267) | |||
Deferred income taxes | (2,550) | |||
Other liabilities | (45) | |||
Total identifiable net assets | 6,311 | |||
Goodwill | 11,938 | |||
Total net assets acquired | $ 18,249 | |||
Definite-lived intangible assets useful life, years | 8 years | |||
Technologies | HWW | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 3,600 | |||
Definite-lived intangible assets useful life, years | 7 years | |||
Customer relationships | HWW | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 2,500 | |||
Definite-lived intangible assets useful life, years | 12 years | |||
Content database | HWW | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 2,400 | |||
Definite-lived intangible assets useful life, years | 5 years |
Acquisitions - Basline (Details
Acquisitions - Basline (Details) - USD ($) $ in Thousands | Aug. 29, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Business Acquisition [Line Items] | ||||
Net cash | $ 74,959 | $ 279,833 | $ 2,550,410 | |
Goodwill | $ 3,561,812 | $ 3,918,136 | $ 3,815,196 | |
Baseline, LLC | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 48,988 | |||
Cash acquired | (200) | |||
Net cash | 48,788 | |||
Accounts receivable and other current assets | 1,362 | |||
Other long term assets | 23 | |||
Property and equipment | 153 | |||
Accounts payable and other current liabilities | (561) | |||
Deferred revenue | (700) | |||
Total identifiable net assets | 26,077 | |||
Goodwill | 22,711 | |||
Total net assets acquired | $ 48,788 | |||
Definite-lived intangible assets useful life, years | 11 years | |||
Trade names and trademarks | Baseline, LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 1,000 | |||
Definite-lived intangible assets useful life, years | 5 years | |||
Technologies | Baseline, LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 3,200 | |||
Definite-lived intangible assets useful life, years | 7 years | |||
Customer relationships | Baseline, LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 7,600 | |||
Definite-lived intangible assets useful life, years | 6 years | |||
Content database | Baseline, LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 14,000 | |||
Definite-lived intangible assets useful life, years | 15 years | |||
Minimum | Trade names and trademarks | Baseline, LLC | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 3 years | |||
Minimum | Technologies | Baseline, LLC | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 6 years | |||
Minimum | Customer relationships | Baseline, LLC | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 6 years | |||
Maximum | Trade names and trademarks | Baseline, LLC | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 5 years | |||
Maximum | Technologies | Baseline, LLC | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 7 years | |||
Maximum | Customer relationships | Baseline, LLC | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 7 years |
Acquisitions - What's On (Detai
Acquisitions - What's On (Details) - USD ($) $ in Thousands | Jul. 04, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 3,561,812 | $ 3,918,136 | $ 3,815,196 | |
What's On India Media Private Limited | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 23,403 | |||
Cash acquired | (2,203) | |||
NPV of deferred payments | 5,625 | |||
Net consideration | 26,825 | |||
Accounts receivable and other current assets | 1,407 | |||
Other long term assets | 1,009 | |||
Property and equipment | 163 | |||
Accounts payable and other current liabilities | (1,437) | |||
Deferred income taxes | 4,393 | |||
Total identifiable net assets | 11,149 | |||
Goodwill | 15,676 | |||
Total net assets acquired | $ 26,825 | |||
Definite-lived intangible assets useful life, years | 10 years | |||
Trade names and trademarks | What's On India Media Private Limited | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 200 | |||
Definite-lived intangible assets useful life, years | 3 years | |||
Technologies | What's On India Media Private Limited | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 3,100 | |||
Definite-lived intangible assets useful life, years | 7 years | |||
Customer relationships | What's On India Media Private Limited | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 2,800 | |||
Definite-lived intangible assets useful life, years | 7 years | |||
Noncompete Agreements | What's On India Media Private Limited | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 600 | |||
Definite-lived intangible assets useful life, years | 5 years | |||
Content database | What's On India Media Private Limited | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 7,700 | |||
Definite-lived intangible assets useful life, years | 13 years | |||
Minimum | Technologies | What's On India Media Private Limited | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 6 years | |||
Minimum | Customer relationships | What's On India Media Private Limited | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 6 years | |||
Minimum | Content database | What's On India Media Private Limited | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 13 years | |||
Maximum | Technologies | What's On India Media Private Limited | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 7 years | |||
Maximum | Customer relationships | What's On India Media Private Limited | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 7 years | |||
Maximum | Content database | What's On India Media Private Limited | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 14 years |
Acquisitions - Gracenote (Detai
Acquisitions - Gracenote (Details) - USD ($) $ in Thousands | Jan. 31, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Business Acquisition [Line Items] | ||||
Net cash | $ 74,959 | $ 279,833 | $ 2,550,410 | |
Goodwill | $ 3,561,812 | $ 3,918,136 | $ 3,815,196 | |
Gracenote, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 160,867 | |||
Cash acquired | 3,053 | |||
Net cash | 157,814 | |||
Restricted cash and cash equivalents | 5,283 | |||
Accounts receivable and other current assets | 26,143 | |||
Property and equipment | 10,659 | |||
Deferred income tax assets | 7,159 | |||
Other long term assets | 396 | |||
Accounts payable and other current liabilities | (22,299) | |||
Deferred tax liabilities | (41,121) | |||
Other liabilities | (7,489) | |||
Total identifiable net assets | 91,431 | |||
Goodwill | 66,383 | |||
Total net assets acquired | $ 157,814 | |||
Definite-lived intangible assets useful life, years | 11 years | |||
Trade names and trademarks | Gracenote, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 8,100 | |||
Definite-lived intangible assets useful life, years | 15 years | |||
Technologies | Gracenote, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 30,100 | |||
Definite-lived intangible assets useful life, years | 8 years | |||
Customer relationships | Gracenote, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 33,100 | |||
Definite-lived intangible assets useful life, years | 10 years | |||
Content database | Gracenote, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 41,400 | |||
Definite-lived intangible assets useful life, years | 13 years | |||
Minimum | Technologies | Gracenote, Inc. | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 7 years | |||
Minimum | Customer relationships | Gracenote, Inc. | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 5 years | |||
Maximum | Technologies | Gracenote, Inc. | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 10 years | |||
Maximum | Customer relationships | Gracenote, Inc. | ||||
Business Acquisition [Line Items] | ||||
Definite-lived intangible assets useful life, years | 10 years |
Acquisitions - Local TV (Detail
Acquisitions - Local TV (Details) - USD ($) $ in Thousands | Dec. 27, 2013 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Business Acquisition [Line Items] | |||||
Net cash | $ 74,959 | $ 279,833 | $ 2,550,410 | ||
Goodwill | $ 3,561,812 | $ 3,918,136 | $ 3,815,196 | ||
Senior Notes | Senior 9.25 and 10 Percent Toggle Notes Due 2015 | |||||
Business Acquisition [Line Items] | |||||
Cash deposit | $ 202,000 | ||||
Local TV | |||||
Business Acquisition [Line Items] | |||||
Cash | 2,816,101 | ||||
Cash acquired | (65,567) | ||||
Net cash | 2,750,534 | ||||
Restricted cash and cash equivalents | [1] | 201,922 | |||
Accounts receivable and other current assets | 137,377 | ||||
Property and equipment | 170,795 | ||||
Broadcast rights | 26,468 | ||||
Other long term assets | 5 | ||||
Accounts payable and other current liabilities | (50,249) | ||||
Senior Toggle Notes | (172,237) | ||||
Contracts payable for broadcast rights | (34,732) | ||||
Broadcast rights intangible liabilities | (9,000) | ||||
Deferred income taxes | 20,238 | ||||
Other liabilities | (1,185) | ||||
Total identifiable net assets | 1,338,384 | ||||
Goodwill | 1,412,150 | ||||
Total net assets acquired | 2,750,534 | ||||
Local TV | Broadcast rights intangible liabilities | |||||
Business Acquisition [Line Items] | |||||
Broadcast rights intangible liabilities | (9,344) | ||||
Local TV | Network Affiliation Agreements | |||||
Business Acquisition [Line Items] | |||||
Intangible assets subject to amortization | 225,400 | ||||
Local TV | Advertiser Backlog | |||||
Business Acquisition [Line Items] | |||||
Intangible assets subject to amortization | 29,290 | ||||
Local TV | Retransmission Consent Agreements | |||||
Business Acquisition [Line Items] | |||||
Intangible assets subject to amortization | 707,000 | ||||
Local TV | Broadcast Rights Intangible Assets | |||||
Business Acquisition [Line Items] | |||||
Intangible assets subject to amortization | 1,187 | ||||
Local TV | FCC licenses | |||||
Business Acquisition [Line Items] | |||||
FCC licenses | $ 126,925 | ||||
[1] | As further described in Note 10, on December 27, 2013, the Company deposited $202 million with the Trustee together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary. |
Acquisitions - Dreamcatcher (De
Acquisitions - Dreamcatcher (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 |
Business Acquisition [Line Items] | ||
Property, plant and equipment, net | $ 657,857 | $ 850,597 |
Broadcast rights | 203,422 | 157,014 |
Other intangible assets, net | 2,240,199 | 2,397,794 |
Other | 174,178 | 189,254 |
Total Assets | 9,758,535 | 11,396,455 |
Long-term debt | 3,452,544 | 3,490,897 |
Other obligations | 71,776 | 64,917 |
Total Liabilities | 5,926,813 | 6,201,024 |
Dreamcatcher Stations | Variable Interest Entity, Primary Beneficiary | ||
Business Acquisition [Line Items] | ||
Property, plant and equipment, net | 371 | 999 |
Broadcast rights | 2,748 | 2,869 |
Other intangible assets, net | 92,970 | 103,500 |
Other | 111 | 124 |
Total Assets | 96,200 | 107,492 |
Debt due within one year | 4,037 | 4,034 |
Contracts payable for broadcast rights | 3,016 | 6,552 |
Long-term debt | 14,831 | 19,880 |
Other obligations | 55 | 157 |
Total Liabilities | $ 21,939 | $ 30,623 |
Acquisitions - Other (Details)
Acquisitions - Other (Details) - Other Acquisitions - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 29, 2013 | ||
Business Acquisition [Line Items] | |||
Fair value of assets acquired | [1] | $ 2,000 | $ 3,095 |
Liabilities assumed | 0 | 1,297 | |
Cash | $ 2,000 | $ 1,798 | |
[1] | (1)Includes intangible assets, net of acquisition-related deferred taxes. |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Business Combinations [Abstract] | ||
Total revenues | $ 1,961,788 | $ 1,814,545 |
Income from continuing operations | $ 466,690 | $ 146,938 |
Basic earnings per common share from continuing operations | $ 4.66 | $ 1.47 |
Diluted earnings per common share from continuing operations | $ 4.65 | $ 1.47 |
Acquisitions - Landmark (Detail
Acquisitions - Landmark (Details) - USD ($) $ in Thousands | May. 01, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Business Acquisition [Line Items] | ||||
Net cash | $ 74,959 | $ 279,833 | $ 2,550,410 | |
Goodwill | $ 3,561,812 | $ 3,918,136 | $ 3,815,196 | |
Landmark Acquisition Distributed in Spin-off | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 28,983 | |||
Cash acquired | (2) | |||
Net cash | 28,981 | |||
Accounts receivable and other current assets | 2,942 | |||
Property and equipment | 560 | |||
Accounts payable and other current liabilities | (3,961) | |||
Total identifiable net assets | 16,041 | |||
Goodwill | 12,940 | |||
Total net assets acquired | $ 28,981 | |||
Definite-lived intangible assets useful life, years | 15 years | |||
Trade names and trademarks | Landmark Acquisition Distributed in Spin-off | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 7,500 | |||
Definite-lived intangible assets useful life, years | 20 years | |||
Advertiser Relationships | Landmark Acquisition Distributed in Spin-off | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 6,500 | |||
Definite-lived intangible assets useful life, years | 12 years | |||
Customer relationships | Landmark Acquisition Distributed in Spin-off | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 2,500 | |||
Definite-lived intangible assets useful life, years | 7 years |
Acquisitions - Other Distribute
Acquisitions - Other Distributed in Spin-off (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Business Acquisition [Line Items] | |||
Net cash | $ 74,959 | $ 279,833 | $ 2,550,410 |
Other Acquisitions Distributed in Spin-off | |||
Business Acquisition [Line Items] | |||
Fair value of assets acquired | 11,292 | ||
Liabilities assumed | (800) | ||
Total identifiable net assets | 10,492 | ||
Fair value of non-cash and contingent consideration | (4,439) | ||
Fair value of the preexisting equity interest in MCT | (2,752) | ||
Net cash | $ 3,301 |
Changes in Operations and Non85
Changes in Operations and Non-operating Items Changes in Accrued Liability for Severance and Related Expenses (Details) - Employee Severance - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 28, 2014 | |
Severance and Related Activity Liability [Roll Forward] | ||
Beginning of Period | $ 2,613 | $ 11,640 |
Additions | 5,943 | 12,176 |
Payments | 4,103 | 15,895 |
Liability distributed in Publishing Spin-Off | (5,308) | |
End of Period | $ 4,453 | $ 2,613 |
Changes in Operations and Non86
Changes in Operations and Non-operating Items Non-Operating Items (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||||||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ (37,040) | $ 0 | $ (37,040) | |||||||||||||||||
Gain on investment transactions, net | 103 | [1] | 3,250 | [1] | 8,133 | [1] | 687 | [1] | $ 371,783 | [1] | $ 2 | [1] | $ 700 | [1] | $ 0 | [1] | 12,173 | [1] | $ 372,485 | [1] | $ 150 | |
Other non-operating gain (loss), net | [1] | $ 5,623 | $ 2,306 | $ 211 | $ 0 | $ (3,734) | $ 68 | $ (1,295) | $ 157 | 8,140 | (4,804) | |||||||||||
Successor | ||||||||||||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||||||||||||
Loss on extinguishment of debt | (37,040) | 0 | (28,380) | |||||||||||||||||||
Gain on investment transactions, net | 12,173 | 372,485 | 150 | |||||||||||||||||||
Other non-operating gain (loss), net | 8,140 | (4,804) | (1,492) | |||||||||||||||||||
Nonoperating Income (Expense) | $ (16,727) | $ 367,681 | $ (29,722) | |||||||||||||||||||
[1] | See Note 6 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2015 and 2014. |
Changes in Operations and Non87
Changes in Operations and Non-operating Items Narrative (Details) $ in Thousands | Apr. 02, 2015USD ($) | Oct. 01, 2014USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 29, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)employee_position | Dec. 28, 2014USD ($)Investmentemployee_position | Dec. 29, 2013USD ($)employee_position | Sep. 02, 2015 | Jul. 29, 2008 |
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||
Write-off of unamortized debt issuance costs and discounts | $ 0 | $ 0 | $ 37,040 | $ 0 | $ 37,040 | |||||||
Workers Compensation Reserve Adjustment | 9,000 | |||||||||||
Non-cash pretax charge to write down assets | (2,000) | $ (3,000) | ||||||||||
Number of equity method investments | Investment | 1 | |||||||||||
Newsday LLC | ||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||
Realized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | $ 3,000 | 3,000 | ||||||||||
Investment ownership, percentage | 3.00% | 3.00% | ||||||||||
Classified Ventures LLC | ||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||
Pretax gain on sale of equity method investment | 8,000 | $ 372,000 | ||||||||||
Ownership in equity method investment, percent | 27.80% | |||||||||||
Company's portion of proceeds from sale of equity method investments | $ 8,000 | $ 686,000 | ||||||||||
Company's portion of proceeds from sale of equity method investment held in escrow | $ 28,000 | |||||||||||
Successor | ||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||
Write-off of unamortized debt issuance costs and discounts | 37,040 | 0 | $ 28,380 | |||||||||
Senior Secured Credit Agreement | Term Loan Facility | ||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||
Write-off of unamortized debt issuance costs and discounts | $ 30,000 | |||||||||||
Write off of Unamortized Debt Discount and Debt Issuance Costs | 17,000 | |||||||||||
Exit Financing Facilities | Term Loan Facility | ||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||
Write-off of unamortized debt issuance costs and discounts | $ 28,380 | |||||||||||
Gains (Losses) on Extinguishment of Debt, before Write off of Deferred Debt Issuance Cost | $ (11,000) | |||||||||||
Employee Severance | ||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||
Severance Activities, Number of Positions Eliminated | employee_position | 105 | 230 | 60 | |||||||||
Severance Costs | $ 6,000 | $ 7,000 | $ 3,000 | |||||||||
Severance and Related Activity Liability | $ 4,453 | 4,453 | 2,613 | 11,640 | ||||||||
Employee Severance | Operating Segments | Television and Entertainment | ||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||
Severance Costs | 2,000 | 2,000 | 2,000 | |||||||||
Employee Severance | Operating Segments | Digital and Data | ||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||
Severance Costs | 1,000 | 4,000 | 0 | |||||||||
Employee Severance | Operating Segments | Corporate and Other | ||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||
Severance Costs | $ 3,000 | 1,000 | 1,000 | |||||||||
Discontinued Operations | Employee Severance | ||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||
Severance Costs | $ 6,000 | $ 17,000 |
Assets Held For Sale and Sale88
Assets Held For Sale and Sales of Real Estate Assets Table (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 | |
Assets Held-for-sale, Not Part of Disposal Group [Abstract] | |||
Assets held for sale | [1] | $ 206,422 | $ 5,645 |
[1] | (6)See Note 7 for information regarding assets held for sale. |
Assets Held For Sale and Sale89
Assets Held For Sale and Sales of Real Estate Assets (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | ||
Assets held for sale | [1] | $ 206,422 | $ 5,645 | |
Impairment of Long-Lived Assets to be Disposed of | 7,000 | $ 4,000 | ||
Number of properties sold | 3 | |||
Proceeds from sales of real estate | 4,930 | $ 49,870 | $ 10,739 | |
Gain (Loss) on Sale of Properties | (1,000) | $ 1,000 | ||
Assets Held for Sale, Number of Properties Sold | 2 | |||
LA Times Square North Block [Member] | ||||
Real Estate Held-for-sale | 41,000 | |||
Tribune Tower [Member] | ||||
Real Estate Held-for-sale | 107,000 | |||
Olympic Plant [Member] | ||||
Real Estate Held-for-sale | $ 58,000 | |||
Baltimore Property [Member] | ||||
Proceeds from sales of real estate | $ 45,000 | |||
Gain (Loss) on Sale of Properties | 21,000 | |||
Idle Properties [Member] | ||||
Proceeds from sales of real estate | $ 5,000 | |||
[1] | (6)See Note 7 for information regarding assets held for sale. |
Goodwill, Other Intangible As90
Goodwill, Other Intangible Assets and Intangible Liabilities - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 27, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2016 | $ 198,000 | ||||
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2017 | 198,000 | ||||
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2018 | 197,000 | ||||
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2019 | 169,000 | ||||
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2020 | 161,000 | ||||
Amortization expense of broadcast rights contract intangible assets and liabilities, 2016 | 11,000 | ||||
Amortization expense of broadcast rights contract intangible assets and liabilities, 2017 | 1,000 | ||||
Amortization expense of broadcast rights contract intangible assets and liabilities, 2018 | 1,000 | ||||
Amortization expense of broadcast rights contract intangible assets and liabilities, 2019 | 140 | ||||
Amortization expense of broadcast rights contract intangible assets and liabilities, 2020 | 177 | ||||
Impairment charge, goodwill | 381,000 | $ 0 | $ 0 | ||
Impairment charge. FCC licenses | 4,000 | ||||
FCC licenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment charge. FCC licenses | $ 4,000 | $ 0 | $ 1,000 | ||
Fair value inputs, average revenue share period (years) | 4 years | ||||
Level 3 | FCC licenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Discount rate, percent | 10.00% | ||||
Level 3 | FCC licenses | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Terminal growth range, percent | 1.75% | ||||
Level 3 | FCC licenses | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Terminal growth range, percent | 2.25% | ||||
Local TV | |||||
Schedule of Finite-Lived Intangible Liabilities [Line Items] | |||||
Broadcast rights intangible liabilities | $ 9,000 | ||||
Television and Entertainment | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment charge, goodwill | $ 381,000 | ||||
Broadcast rights intangible liabilities | Local TV | |||||
Schedule of Finite-Lived Intangible Liabilities [Line Items] | |||||
Broadcast rights intangible liabilities | $ 9,344 | ||||
Successor | |||||
Schedule of Finite-Lived Intangible Liabilities [Line Items] | |||||
Contract intangible liability, net | $ 227,017 | ||||
Successor | Broadcast rights intangible liabilities | |||||
Schedule of Finite-Lived Intangible Liabilities [Line Items] | |||||
Contract intangible liability, net | $ 226,000 | ||||
Goodwill | Level 3 | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Fair value input, Projected cash flows | 10 years | ||||
Discount rate, percent | 10.50% | ||||
Terminal growth range, percent | 2.00% |
Goodwill, Other Intangible As91
Goodwill, Other Intangible Assets and Intangible Liabilities - Goodwill, other Intangible Assets and Intangible Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 1,898,427 | $ 1,855,483 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (455,628) | (259,089) | |
Finite-Lived Intangible Assets, Net | 1,442,799 | 1,596,394 | $ 1,683,343 |
Other intangible assets not subject to amortization | 797,400 | 801,400 | 833,200 |
Total other intangible assets, net | 2,240,199 | 2,397,794 | |
Goodwill | 3,561,812 | 3,918,136 | 3,815,196 |
Total goodwill and other intangible assets | 5,802,011 | 6,315,930 | |
Television and Entertainment | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 723,351 | ||
Television and Entertainment | Continuing Operations | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Net | 1,185,215 | 1,352,867 | 1,551,599 |
Other intangible assets not subject to amortization | 797,400 | 801,400 | 801,400 |
Goodwill | 3,220,300 | 3,601,300 | 3,601,300 |
Total goodwill and other intangible assets | 5,202,915 | ||
Digital and Data | Continuing Operations | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Net | 257,584 | 243,527 | 103,062 |
Other intangible assets not subject to amortization | 0 | 0 | 0 |
Goodwill | 341,512 | 316,836 | $ 198,565 |
Total goodwill and other intangible assets | 599,096 | ||
FCC licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets not subject to amortization | 782,600 | 786,600 | |
Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets not subject to amortization | 14,800 | 14,800 | |
Affiliate relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 212,000 | 212,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (39,750) | (26,500) | |
Finite-Lived Intangible Assets, Net | $ 172,250 | 185,500 | |
Affiliate relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 16 years | ||
Affiliate relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 16 years | ||
Advertiser relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 168,000 | 168,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (63,000) | (42,000) | |
Finite-Lived Intangible Assets, Net | $ 105,000 | 126,000 | |
Advertiser relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 8 years | ||
Advertiser relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 8 years | ||
Network affiliation agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 362,000 | 362,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (92,113) | (50,485) | |
Finite-Lived Intangible Assets, Net | $ 269,887 | 311,515 | |
Network affiliation agreements | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 5 years | ||
Network affiliation agreements | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 16 years | ||
Retransmission consent agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 830,100 | 830,100 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (196,955) | (106,897) | |
Finite-Lived Intangible Assets, Net | $ 633,145 | 723,203 | |
Retransmission consent agreements | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 7 years | ||
Retransmission consent agreements | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 12 years | ||
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 114,827 | 99,528 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (23,315) | (12,632) | |
Finite-Lived Intangible Assets, Net | $ 91,512 | 86,896 | |
Customer relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 3 years | ||
Customer relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 16 years | ||
Content databases | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 134,299 | 122,400 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (23,623) | (13,001) | |
Finite-Lived Intangible Assets, Net | $ 110,676 | 109,399 | |
Content databases | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 5 years | ||
Content databases | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 16 years | ||
Other technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 47,011 | 41,385 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (9,733) | (4,022) | |
Finite-Lived Intangible Assets, Net | $ 37,278 | 37,363 | |
Other technology | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 4 years | ||
Other technology | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 10 years | ||
Trade names and trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 13,853 | 9,300 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,625) | (597) | |
Finite-Lived Intangible Assets, Net | $ 12,228 | 8,703 | |
Trade names and trademarks | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 3 years | ||
Trade names and trademarks | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 15 years | ||
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 3 years | ||
Finite-Lived Intangible Assets, Gross | $ 16,337 | 10,770 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (5,514) | (2,955) | |
Finite-Lived Intangible Assets, Net | $ 10,823 | $ 7,815 | |
Other | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 3 years | ||
Other | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 11 years |
Goodwill, Other Intangible As92
Goodwill, Other Intangible Assets and Intangible Liabilities - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||
Finite-lived Intangible Assets [Roll Forward] | ||||
Finite-Lived Intangible Assets, Net | $ 1,596,394 | $ 1,683,343 | ||
Finite-lived Intangible Assets Acquired | [1] | 49,100 | 178,909 | |
Amortization of Intangible Assets | [2] | (196,635) | (223,887) | |
Finite-Lived Intangible Assets, Balance Sheet Reclassifications | [3] | (331) | (291) | |
Finite-Lived Intangible Assets, Spin-Off Distribution | (41,500) | |||
Finite-Lived Intangible Assets, Translation Adjustments | (5,729) | (180) | ||
Finite-Lived Intangible Assets, Net | 1,442,799 | 1,596,394 | $ 1,683,343 | |
Indefinite-lived Intangible Assets [Roll Forward] | ||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 801,400 | 833,200 | ||
Indefinite-Lived Intangible Assets, Spin-off Distribution | (31,800) | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | (4,000) | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 797,400 | 801,400 | 833,200 | |
Goodwill [Roll Forward] | ||||
Goodwill | 3,918,136 | 3,815,196 | ||
Goodwill, Acquired During Period | [1] | 30,616 | 138,497 | |
Goodwill, Spin-Off Distribution | (35,450) | |||
Goodwill, Translation Adjustments | (5,940) | (107) | ||
Goodwill, Impairment Loss | (381,000) | 0 | 0 | |
Goodwill | 3,561,812 | 3,918,136 | 3,815,196 | |
Total goodwill and other intangible assets | 5,802,011 | 6,315,930 | ||
Other Intangible Assets | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Finite-Lived Intangible Assets, Net | $ 7,815 | |||
Finite-Lived Intangible Asset, Useful Life (years) | 3 years | |||
Finite-Lived Intangible Assets, Net | $ 10,823 | 7,815 | ||
Lease Contract Intangible Assets | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Amortization of Intangible Assets | (1,000) | |||
Discontinued Operations | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Finite-Lived Intangible Assets, Net | 0 | 28,682 | ||
Finite-lived Intangible Assets Acquired | [1] | 0 | 17,009 | |
Amortization of Intangible Assets | [2] | 0 | (4,191) | |
Finite-Lived Intangible Assets, Balance Sheet Reclassifications | [3] | 0 | 0 | |
Finite-Lived Intangible Assets, Spin-Off Distribution | (41,500) | |||
Finite-Lived Intangible Assets, Translation Adjustments | 0 | 0 | ||
Finite-Lived Intangible Assets, Net | 0 | 0 | 28,682 | |
Indefinite-lived Intangible Assets [Roll Forward] | ||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 0 | 31,800 | ||
Indefinite-Lived Intangible Assets, Spin-off Distribution | (31,800) | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 0 | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 0 | 0 | 31,800 | |
Goodwill [Roll Forward] | ||||
Goodwill | 0 | 15,331 | ||
Goodwill, Acquired During Period | [1] | 0 | 20,119 | |
Goodwill, Spin-Off Distribution | (35,450) | |||
Goodwill, Translation Adjustments | 0 | 0 | ||
Goodwill, Impairment Loss | 0 | |||
Goodwill | 0 | 0 | 15,331 | |
Total goodwill and other intangible assets | 0 | |||
Television and Entertainment | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Impairment Loss | (381,000) | |||
Goodwill | 723,351 | |||
Television and Entertainment | Continuing Operations | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Finite-Lived Intangible Assets, Net | 1,352,867 | 1,551,599 | ||
Finite-lived Intangible Assets Acquired | [1] | 0 | 0 | |
Amortization of Intangible Assets | [2] | (167,321) | (198,441) | |
Finite-Lived Intangible Assets, Balance Sheet Reclassifications | [3] | (331) | (291) | |
Finite-Lived Intangible Assets, Spin-Off Distribution | 0 | |||
Finite-Lived Intangible Assets, Translation Adjustments | 0 | 0 | ||
Finite-Lived Intangible Assets, Net | 1,185,215 | 1,352,867 | 1,551,599 | |
Indefinite-lived Intangible Assets [Roll Forward] | ||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 801,400 | 801,400 | ||
Indefinite-Lived Intangible Assets, Spin-off Distribution | 0 | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | (4,000) | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 797,400 | 801,400 | 801,400 | |
Goodwill [Roll Forward] | ||||
Goodwill | 3,601,300 | 3,601,300 | ||
Goodwill, Acquired During Period | [1] | 0 | 0 | |
Goodwill, Spin-Off Distribution | 0 | |||
Goodwill, Translation Adjustments | 0 | 0 | ||
Goodwill, Impairment Loss | (381,000) | |||
Goodwill | 3,220,300 | 3,601,300 | 3,601,300 | |
Total goodwill and other intangible assets | 5,202,915 | |||
Digital and Data | Intellectual Property | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Finite-lived Intangible Assets Acquired | 5,000 | |||
Digital and Data | Continuing Operations | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Finite-Lived Intangible Assets, Net | 243,527 | 103,062 | ||
Finite-lived Intangible Assets Acquired | [1] | 49,100 | 161,900 | |
Amortization of Intangible Assets | [2] | (29,314) | (21,255) | |
Finite-Lived Intangible Assets, Balance Sheet Reclassifications | [3] | 0 | 0 | |
Finite-Lived Intangible Assets, Spin-Off Distribution | 0 | |||
Finite-Lived Intangible Assets, Translation Adjustments | (5,729) | (180) | ||
Finite-Lived Intangible Assets, Net | 257,584 | 243,527 | 103,062 | |
Indefinite-lived Intangible Assets [Roll Forward] | ||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 0 | 0 | ||
Indefinite-Lived Intangible Assets, Spin-off Distribution | 0 | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 0 | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 0 | 0 | 0 | |
Goodwill [Roll Forward] | ||||
Goodwill | 316,836 | 198,565 | ||
Goodwill, Acquired During Period | [1] | 30,616 | 118,378 | |
Goodwill, Spin-Off Distribution | 0 | |||
Goodwill, Translation Adjustments | (5,940) | (107) | ||
Goodwill, Impairment Loss | 0 | |||
Goodwill | 341,512 | $ 316,836 | $ 198,565 | |
Total goodwill and other intangible assets | $ 599,096 | |||
[1] | (1)Acquisitions include the purchase of certain intellectual property on July 1, 2015 for $5 million which will be amortized over a three year period. See Note 5 for additional information regarding other acquisitions. | |||
[2] | Amortization of intangible assets includes $1 million related to lease contract intangible assets and is recorded in cost of sales or selling, general and administrative expense, if applicable, in the Consolidated Statements of Operations. | |||
[3] | Represents net reclassifications which are reflected as an increase to broadcast rights assets in the Consolidated Balance Sheets at December 31, 2015 and December 28, 2014. |
Goodwill, Other Intangible As93
Goodwill, Other Intangible Assets and Intangible Liabilities - Intangible Liabilities Subject to Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Schedule of Finite-Lived Intangible Liabilities [Line Items] | |||
Finite-Lived Intangible Liabilities, Gross | $ 80,649 | $ 102,582 | |
Finite-Lived Intangible Liabilities, Accumulated Amortization | (66,877) | (68,157) | |
Contract intangible liability, net | 13,772 | 34,425 | $ 193,730 |
Broadcast rights intangible liabilities | |||
Schedule of Finite-Lived Intangible Liabilities [Line Items] | |||
Finite-Lived Intangible Liabilities, Gross | 80,440 | 102,373 | |
Finite-Lived Intangible Liabilities, Accumulated Amortization | (66,729) | (68,059) | |
Contract intangible liability, net | 13,711 | 34,314 | |
Lease contract intangible liabilities | |||
Schedule of Finite-Lived Intangible Liabilities [Line Items] | |||
Finite-Lived Intangible Liabilities, Gross | 209 | 209 | |
Finite-Lived Intangible Liabilities, Accumulated Amortization | (148) | (98) | |
Contract intangible liability, net | $ 61 | $ 111 |
Goodwill, Other Intangible As94
Goodwill, Other Intangible Assets and Intangible Liabilities - Intangible Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | ||
Finite-Lived Intangible Liabilities [Roll Forward] | |||
Balance at beginning of the period | $ 34,425 | $ 193,730 | |
Amortization | (16,385) | (37,445) | |
Balance sheet reclassifications | [1] | (4,268) | (121,626) |
Distributed in Publishing Spin-off | (234) | ||
Balance at end of the period | 13,772 | 34,425 | |
Discontinued Operations | |||
Finite-Lived Intangible Liabilities [Roll Forward] | |||
Balance at beginning of the period | 0 | 328 | |
Amortization | 0 | (94) | |
Balance sheet reclassifications | [1] | 0 | 0 |
Distributed in Publishing Spin-off | (234) | ||
Balance at end of the period | 0 | 0 | |
Television and Entertainment | Continuing Operations | |||
Finite-Lived Intangible Liabilities [Roll Forward] | |||
Balance at beginning of the period | 34,425 | 193,402 | |
Amortization | (16,385) | (37,351) | |
Balance sheet reclassifications | [1] | (4,268) | (121,626) |
Distributed in Publishing Spin-off | 0 | ||
Balance at end of the period | $ 13,772 | $ 34,425 | |
[1] | Represents net reclassifications which are reflected as a reduction of broadcast rights assets in the Company’s Consolidated Balance Sheet at December 31, 2015. |
Investments - Narrative (Detail
Investments - Narrative (Details) | Apr. 02, 2015USD ($) | Oct. 01, 2014USD ($) | Apr. 01, 2014USD ($) | Dec. 31, 2012USD ($) | Jul. 29, 2011USD ($) | Oct. 27, 2009USD ($) | Jul. 29, 2008USD ($)lease | Jan. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 29, 2015USD ($) | Dec. 28, 2014USD ($) | Sep. 28, 2014USD ($) | Jun. 29, 2014USD ($) | Mar. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | Jan. 01, 2018USD ($) | Nov. 25, 2015USD ($) | Sep. 02, 2015USD ($) | Aug. 04, 2014shares | Oct. 14, 2009USD ($) | Aug. 21, 2009 | |
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Amortization of basis difference | $ (54,248,000) | $ (142,335,000) | [1] | $ (98,287,000) | |||||||||||||||||||||||
Weighted average remaining useful life, years | 16 years | ||||||||||||||||||||||||||
Equity method investments | $ 1,668,316,000 | $ 1,689,996,000 | $ 1,668,316,000 | 1,689,996,000 | |||||||||||||||||||||||
Income on equity investments, net | 27,125,000 | $ 36,987,000 | $ 45,913,000 | $ 36,934,000 | 38,938,000 | $ 40,559,000 | $ 118,953,000 | $ 38,263,000 | 146,959,000 | 236,713,000 | 145,241,000 | ||||||||||||||||
Distributions from equity investments | 10,328,000 | 180,521,000 | 53,871,000 | ||||||||||||||||||||||||
Write-downs of investments | 0 | 0 | 0 | ||||||||||||||||||||||||
Cost method investments | 20,868,000 | 18,238,000 | 20,868,000 | 18,238,000 | |||||||||||||||||||||||
Deferred Tax Liabilities, Investments | $ 418,908,000 | 442,554,000 | $ 418,908,000 | 442,554,000 | |||||||||||||||||||||||
Television Food Network, G.P. | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Ownership in equity method investment, percent | 31.30% | 31.30% | |||||||||||||||||||||||||
Equity method investments | $ 1,314,000,000 | 1,354,000,000 | $ 1,314,000,000 | 1,354,000,000 | |||||||||||||||||||||||
Income on equity investments, net | 126,000,000 | 122,000,000 | 96,000,000 | ||||||||||||||||||||||||
Distributions from equity investments | $ 12,000,000 | $ 164,000,000 | 189,000,000 | 154,000,000 | |||||||||||||||||||||||
CareerBuilder, LLC | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Ownership in equity method investment, percent | 32.10% | 32.10% | |||||||||||||||||||||||||
Equity method investments | $ 331,000,000 | 328,000,000 | $ 331,000,000 | 328,000,000 | |||||||||||||||||||||||
Income on equity investments, net | 21,000,000 | 39,000,000 | 28,000,000 | ||||||||||||||||||||||||
Distributions from equity investments | $ 16,000,000 | 14,000,000 | 29,000,000 | ||||||||||||||||||||||||
Operating revenues | 24,000,000 | 44,000,000 | |||||||||||||||||||||||||
Dose Media, LLC [Member] | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Ownership in equity method investment, percent | 25.00% | 25.00% | |||||||||||||||||||||||||
Equity Method Investment, Aggregate Cost | $ 15,000,000 | ||||||||||||||||||||||||||
Classified Ventures LLC | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Amortization of basis difference | (85,000,000) | ||||||||||||||||||||||||||
Ownership in equity method investment, percent | 27.80% | ||||||||||||||||||||||||||
Income on equity investments, net | $ 72,000,000 | 77,000,000 | 23,000,000 | ||||||||||||||||||||||||
Distributions from equity investments | $ 6,000,000 | 166,000,000 | 25,000,000 | ||||||||||||||||||||||||
Operating revenues | 44,000,000 | 71,000,000 | |||||||||||||||||||||||||
Equity Method Investment, Value At Time Of Transaction | 2,500,000,000 | ||||||||||||||||||||||||||
Gross proceeds from sale of equity method investment paid to selling partners | 1,800,000,000 | ||||||||||||||||||||||||||
Company's portion of proceeds from sale of equity method investment, before tax | $ 8,000,000 | 686,000,000 | |||||||||||||||||||||||||
Company's portion of proceeds from sale of equity method investment, after tax | 426,000,000 | ||||||||||||||||||||||||||
Company's portion of proceeds from sale of equity method investment held in escrow | $ 28,000,000 | ||||||||||||||||||||||||||
Pretax gain recognized on sale of equity method investment | 372,000,000 | ||||||||||||||||||||||||||
Cash proceeds from sale of business | 585,000,000 | ||||||||||||||||||||||||||
Cash proceeds from sale of equity method investment | $ 160,000,000 | ||||||||||||||||||||||||||
CareerBuilder, LLC and Classified Ventures, LLC | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Distributions from equity investments, return on investment | $ 10,000,000 | 181,000,000 | 54,000,000 | ||||||||||||||||||||||||
Apartments.com | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Amortization of basis difference | (85,000,000) | ||||||||||||||||||||||||||
Distributions from equity investments, return on investment | 160,000,000 | ||||||||||||||||||||||||||
Tribune Publishing Company | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Common stock retained by the Company in the Publishing Spin-off, shares | shares | 381,354 | ||||||||||||||||||||||||||
Common stock owned by the Company, percent | 1.50% | ||||||||||||||||||||||||||
Fair value of available-for-sale securities | $ 4,000,000 | 9,000,000 | 4,000,000 | 9,000,000 | |||||||||||||||||||||||
Cost basis of available-for-sale securities | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Gross unrealized holding gain of available-for-sale securities | 4,000,000 | $ 4,000,000 | |||||||||||||||||||||||||
Comcast SportsNet Chicago, LLC | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Common stock owned by the Company, percent | 25.34% | ||||||||||||||||||||||||||
New Cubs LLC | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Common stock owned by the Company, percent | 5.00% | ||||||||||||||||||||||||||
Special cash distribution received | $ 705,000,000 | ||||||||||||||||||||||||||
Cost method investment, accounts receivables and other items retained by Company | $ 740,000,000 | ||||||||||||||||||||||||||
Investment owned, percent | 95.00% | ||||||||||||||||||||||||||
Cost Method Investments, Additional Information | 7,500,000 | ||||||||||||||||||||||||||
Cost method investments | 15,000,000 | 8,000,000 | $ 15,000,000 | 8,000,000 | |||||||||||||||||||||||
Deferred Tax Liabilities, Investments | $ 164,000,000 | 174,000,000 | 164,000,000 | 174,000,000 | |||||||||||||||||||||||
Newsday Holdings LLC | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Investment, Cash Contribution | $ 35,000,000 | ||||||||||||||||||||||||||
Cost Method Investments, Notes Receivable | $ 650,000,000 | ||||||||||||||||||||||||||
Newsday LLC | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Common stock owned by the Company, percent | 3.00% | 3.00% | |||||||||||||||||||||||||
Special cash distribution received | $ 612,000,000 | ||||||||||||||||||||||||||
Investment owned, percent | 97.00% | ||||||||||||||||||||||||||
Proceeds from Cost Method Investments, Prepaid Rent | $ 18,000,000 | ||||||||||||||||||||||||||
Number of Leases | lease | 2 | ||||||||||||||||||||||||||
Proceeds from Sale of Cost Method Investment | $ 8,000,000 | ||||||||||||||||||||||||||
Realized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | $ 3,000,000 | $ 3,000,000 | |||||||||||||||||||||||||
Deferred Tax Liabilities, Investments | 110,000,000 | 110,000,000 | $ 101,000,000 | ||||||||||||||||||||||||
TKG Internet Holdings II LLC | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Ownership in equity method investment, percent | 43.00% | 43.00% | |||||||||||||||||||||||||
Payment Guarantee | New Cubs LLC | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Maximum Identification Amount | $ 699,000,000 | ||||||||||||||||||||||||||
Indemnification Agreement | Newsday LLC | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Maximum Identification Amount | $ 650,000,000 | $ 425,000,000 | 425,000,000 | ||||||||||||||||||||||||
Reduction in Maximum Identification Amount after third anniversary | $ 120,000,000 | ||||||||||||||||||||||||||
Maximum Indemnification Amount reduction, per year | $ 35,000,000 | ||||||||||||||||||||||||||
Dreamcatcher Credit Facility | Newsday Holdings LLC and Newsday LLC | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Proceeds from Lines of Credit | 650,000,000 | ||||||||||||||||||||||||||
Face amount of debt | $ 650,000,000 | ||||||||||||||||||||||||||
Predecessor | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Distributions from equity investments, return on investment | $ 0 | ||||||||||||||||||||||||||
Income on equity investments, net | 0 | ||||||||||||||||||||||||||
Distributions from equity investments | 0 | ||||||||||||||||||||||||||
Operating revenues | 0 | ||||||||||||||||||||||||||
Predecessor | Revaluation of Assets | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Fair value adjustments to investments | 1,615,000,000 | ||||||||||||||||||||||||||
Company's share of increases in carrying value of investees' amortization intangible assets | 1,108,000,000 | ||||||||||||||||||||||||||
Company's share of increases attributable to goodwill and other identifiable intangibles not subject to amortization | 507,000,000 | ||||||||||||||||||||||||||
Successor | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Aggregate fair value of investments as of Effective Date | $ 2,224,313,000 | ||||||||||||||||||||||||||
Distributions from equity investments, return on investment | $ 10,328,000 | 180,521,000 | 53,871,000 | ||||||||||||||||||||||||
Income on equity investments, net | 146,959,000 | 236,713,000 | 145,241,000 | ||||||||||||||||||||||||
Distributions from equity investments | $ 169,879,000 | 189,789,000 | 154,123,000 | ||||||||||||||||||||||||
Operating revenues | $ 970,501,000 | [2] | $ 1,755,989,000 | ||||||||||||||||||||||||
Forecast | Indemnification Agreement | Newsday LLC | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||
Maximum Identification Amount | $ 0 | ||||||||||||||||||||||||||
[1] | (1) Amortization of basis difference for the year ended December 28, 2014 includes $85 million related to the sale by CV of its Apartments.com business. | ||||||||||||||||||||||||||
[2] | Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off. |
Investments Total Investments (
Investments Total Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 |
Investments [Abstract] | ||
Equity method investments | $ 1,668,316 | $ 1,689,996 |
Cost method investments | 20,868 | 18,238 |
Marketable equity securities | 3,516 | 8,958 |
Investments | $ 1,692,700 | $ 1,717,192 |
Investments Ownership Percentag
Investments Ownership Percentages (Details) | Dec. 31, 2015 |
CareerBuilder, LLC and Classified Ventures, LLC | |
Schedule of Equity Method Investments [Line Items] | |
Ownership in equity method investment, percent | 32.10% |
Dose Media, LLC [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Ownership in equity method investment, percent | 25.00% |
Television Food Network, G.P. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership in equity method investment, percent | 31.30% |
TKG Internet Holdings II LLC | |
Schedule of Equity Method Investments [Line Items] | |
Ownership in equity method investment, percent | 43.00% |
Investments Income from Equity
Investments Income from Equity Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Income from equity investments, net, before amortization of basis difference | $ 201,207 | $ 379,048 | $ 243,528 | |||||||||
Amortization of basis difference | (54,248) | (142,335) | [1] | (98,287) | ||||||||
Income on equity investments, net | $ 27,125 | $ 36,987 | $ 45,913 | $ 36,934 | $ 38,938 | $ 40,559 | $ 118,953 | $ 38,263 | $ 146,959 | 236,713 | $ 145,241 | |
Apartments.com | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Amortization of basis difference | $ (85,000) | |||||||||||
[1] | (1) Amortization of basis difference for the year ended December 28, 2014 includes $85 million related to the sale by CV of its Apartments.com business. |
Investments Cash Distributions
Investments Cash Distributions from Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||
Schedule of Equity Method Investments [Line Items] | ||||
Cash distributions from equity investments | $ 180,207 | $ 370,310 | [1] | $ 207,994 |
Apartments.com | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Distributions from equity investments, return on investment | $ 160,000 | |||
[1] | Cash distributions for the year ended December 28, 2014 included $160 million for the Company’s share of the proceeds from the sale by CV of its Apartments.com business. This distribution is presented as an investing activity in the Company’s Consolidated Statement of Cash Flows for the year ended December 28, 2014. |
Investments TV Food Network (De
Investments TV Food Network (Details) - Television Food Network, G.P. - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Schedule of Equity Method Investments [Line Items] | |||
Revenues, net | $ 1,099,307 | $ 1,070,671 | $ 1,031,320 |
Operating income | 548,919 | 534,477 | 520,942 |
Net income | 561,657 | 549,058 | $ 511,235 |
Current assets | 750,425 | 708,988 | |
Non-current assets | 173,513 | 156,580 | |
Current liabilities | 87,341 | 63,257 | |
Non-current liabilities | $ 541 | $ 619 |
Investments Career Builder, Dos
Investments Career Builder, Dose Media and CV Summarized Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||||
CareerBuilder, LLC, Dose Media, LLC, and Classified Ventures, LLC [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Revenues, net | $ 698,041 | [1] | $ 1,063,321 | [2] | $ 1,096,799 | |
Operating income from continuing operations | 84,199 | [1] | 147,165 | [2] | 183,800 | |
Net income | 80,280 | [1] | 713,108 | [3] | $ 224,052 | |
Current assets | [4] | 266,390 | [5] | 200,006 | ||
Non-current assets | [4] | 459,718 | [5] | 492,769 | ||
Current liabilities | [4] | 190,977 | [5] | 201,517 | ||
Non-current liabilities | [4] | 24,745 | [5] | 21,231 | ||
Redeemable non-controlling interest | [4] | $ 24,666 | [5] | $ 20,470 | ||
Dose Media, LLC [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership in equity method investment, percent | 25.00% | |||||
[1] | (2) On November 25, 2015, the Company acquired a 25% interest in Dose Media. As results of operations from date of acquisition are not material to the Company, they are not included in the above table. | |||||
[2] | (1) Revenues and operating income that relate to CV include results through October 1, 2014 and are presented exclusive of discontinued operations related to Apartments.com, which was sold by CV on April 1, 2014. See above for further information. | |||||
[3] | (3) Net income that relates to CV include results through October 1, 2014. See above for further information. | |||||
[4] | (1) Balance sheet information presented as of December 31, 2015 and December 28, 2014 does not include CV, which was sold by the Company on October 1, 2014. See above for further information. | |||||
[5] | (2) Balance sheet information as of December 31, 2015 includes Dose Media. |
Debt (Details)
Debt (Details) | Jun. 24, 2015USD ($) | Aug. 04, 2014USD ($) | Dec. 27, 2013USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 29, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | Jun. 23, 2015USD ($) | Dec. 31, 2012USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt | $ 3,479,023,000 | $ 3,479,023,000 | $ 3,494,985,000 | |||||||||
Cash dividend received by Company from Tribune Publishing | $ 275,000,000 | |||||||||||
Debt instrument unamortized discount | 7,117,000 | 7,117,000 | ||||||||||
Payments of Debt Issuance Costs | 20,202,000 | $ 78,480,000 | ||||||||||
Write-off of unamortized debt issuance costs and discounts | 0 | $ 0 | $ 37,040,000 | $ 0 | 37,040,000 | |||||||
Debt Instrument, Registration Rights Agreement, Exchange Offer Effective Date | 270 days | |||||||||||
Debt Instrument, Registration Rights Agreement, Exchange Offer Maximum Completion Date | 360 days | |||||||||||
Debt Instrument, Registration Rights Agreement, Shelf Registration Statement Effective Date | 90 days | |||||||||||
Debt Instrument, Registration Rights Agreement, Interest Accrual Rate on First 90 Days, Percent | 0.25% | |||||||||||
Repayments of long-term debt | 1,114,262,000 | 299,285,000 | 1,102,234,000 | |||||||||
Restricted Cash and Cash Equivalents | $ 187,000,000 | |||||||||||
Senior Secured Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of term loan | $ 4,073,000,000 | |||||||||||
Incremental facility cap | $ 1,000,000,000 | |||||||||||
Incremental facility leverage ratio | 4.5000 | |||||||||||
Overdue amounts additional interest, percent | 2.00% | |||||||||||
Borrowings outstanding under Revolving Credit Facility | 0 | 0 | ||||||||||
Standby letters of credit outstanding | 23,000,000 | 23,000,000 | ||||||||||
Amended Secured Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument unamortized discount | $ 4,000,000 | |||||||||||
Transaction costs | 2,000,000 | |||||||||||
Unamortized transaction costs | 1,000,000 | |||||||||||
Payments of Debt Issuance Costs | 6,000,000 | |||||||||||
Term Loan Facility | Senior Secured Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of term loan | $ 3,773,000,000 | |||||||||||
Long-term Debt | 2,360,155,000 | 2,360,155,000 | 3,471,017,000 | $ 3,479,000,000 | ||||||||
Debt instrument, unamortized discount, percent | 25.00% | |||||||||||
Debt instrument unamortized discount | 7,534,000 | $ 9,000,000 | 7,084,000 | 7,084,000 | 8,118,000 | |||||||
Transaction costs | 78,000,000 | |||||||||||
Unamortized transaction costs | 64,000,000 | $ 6,000,000 | $ 32,000,000 | 32,000,000 | $ 70,000,000 | |||||||
Write-off of unamortized debt issuance costs and discounts | 30,000,000 | |||||||||||
Debt Instrument, Unamortized Discount Write-off on Extinguishment | 3,500,000 | |||||||||||
Payments of Debt Extinguishment Costs | $ 3,600,000 | |||||||||||
Debt instrument interest rate, percent | 3.82% | 3.82% | 4.04% | |||||||||
Repayments of long-term debt | 275,000,000 | |||||||||||
Term Loan Facility | Senior Secured Credit Agreement | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Base Rate Floor | 1.00% | |||||||||||
Spread on variable rate, percent | 3.00% | |||||||||||
Term Loan Facility | Senior Secured Credit Agreement | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Spread on variable rate, percent | 2.00% | |||||||||||
Term Loan Facility | Senior Secured Credit Agreement | Federal Funds Effective Swap Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Spread on variable rate, percent | 0.50% | |||||||||||
Term Loan Facility | Senior Secured Credit Agreement | Adjusted LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Spread on variable rate, percent | 1.00% | |||||||||||
Term Loan Facility | Exit Financing Facilities | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of term loan | 1,100,000,000 | |||||||||||
Debt instrument unamortized discount | 11,000,000 | |||||||||||
Write-off of unamortized debt issuance costs and discounts | $ 28,380,000 | |||||||||||
Termination and repayment of debt | $ 1,106,000,000 | |||||||||||
Termination and repayment of debt, principal | $ 1,095,000,000 | |||||||||||
Gains (losses) on extinguishment of debt, before write off of deferred debt issuance cost | (11,000,000) | |||||||||||
Unamortized Debt Issuance Cost Write-off | 7,000,000 | |||||||||||
Write off of Unamortized Debt Discount | 10,000,000 | |||||||||||
Term B Loans Facility [Member] | Amended Secured Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt | 2,379,000,000 | |||||||||||
Debt, advances by new lenders to the existing debt facility in debt modification | 1,802,000,000 | |||||||||||
Early Repayment of Senior Debt | $ 1,100,000,000 | |||||||||||
Overdue amounts additional interest, percent | 2.00% | |||||||||||
Quarterly installment amount, percent of original principal amount, percent | 0.25% | |||||||||||
Debt Instrument, Premium Payable on Voluntary Prepayments, Percent | 1.00% | |||||||||||
Debt payment terms, percent of excess cash flow, leverage ratio above threshold | 50.00% | |||||||||||
Debt payment terms, percent of excess cash flow, leverage ratio threshold | 4 | |||||||||||
Debt payment terms, percent of excess cash flow, leverage ratio below threshold | 0.00% | |||||||||||
Debt Instrument, Prepayment Terms, Minimum Liquidity Threshold | $ 500,000,000 | |||||||||||
Term B Loans Facility [Member] | Amended Secured Credit Facility [Member] | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Base Rate Floor | 0.75% | |||||||||||
Spread on variable rate, percent | 3.00% | |||||||||||
Term B Loans Facility [Member] | Amended Secured Credit Facility [Member] | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Spread on variable rate, percent | 2.00% | |||||||||||
Term B Loans Facility [Member] | Amended Secured Credit Facility [Member] | Federal Funds Effective Swap Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Spread on variable rate, percent | 0.50% | |||||||||||
Term B Loans Facility [Member] | Amended Secured Credit Facility [Member] | Adjusted LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Spread on variable rate, percent | 1.00% | |||||||||||
Letter of Credit | Senior Secured Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fronting fee, percent | 0.125% | |||||||||||
Revolving Credit Facility | Senior Secured Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity under credit facility | $ 300,000,000 | |||||||||||
Debt covenant, maximum leverage ratio for period one | 5.75 | |||||||||||
Debt covenant, maximum leverage ratio for period two | 5.25 | |||||||||||
Debt instrument covenant testing, excess over revolving commitments, percent | 25.00% | |||||||||||
Revolving Credit Facility | Exit Financing Facilities | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity under credit facility | 300,000,000 | |||||||||||
Borrowings outstanding under Revolving Credit Facility | $ 0 | |||||||||||
Dreamcatcher Credit Facility | Dreamcatcher Credit Facility Due 2018 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of term loan | $ 27,000,000 | |||||||||||
Long-term Debt | $ 18,868,000 | $ 18,868,000 | 23,914,000 | |||||||||
Debt instrument unamortized discount | $ 33,000 | $ 33,000 | $ 49,000 | |||||||||
Debt instrument interest rate, percent | 4.08% | 4.08% | 4.08% | |||||||||
Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Registration Rights Agreement, Additional Increase to Interest Accrual Rate on Subsequent 90 Days, Percent | 0.25% | |||||||||||
Minimum | Revolving Credit Facility | Senior Secured Credit Agreement | Adjusted LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Spread on variable rate, percent | 2.75% | |||||||||||
Minimum | Revolving Credit Facility | Senior Secured Credit Agreement | Alternative Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Spread on variable rate, percent | 1.75% | |||||||||||
Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Registration Rights Agreement, Additional Increase to Interest Accrual Rate on Subsequent 90 Days, Percent | 0.50% | |||||||||||
Maximum | Revolving Credit Facility | Senior Secured Credit Agreement | Adjusted LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Spread on variable rate, percent | 3.00% | |||||||||||
Maximum | Revolving Credit Facility | Senior Secured Credit Agreement | Alternative Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Spread on variable rate, percent | 2.00% | |||||||||||
Commitment fee one, percent | Revolving Credit Facility | Senior Secured Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee, percent | 0.25% | |||||||||||
Commitment fee two, percent | Revolving Credit Facility | Senior Secured Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee, percent | 0.375% | |||||||||||
Commitment fee three, percent | Revolving Credit Facility | Senior Secured Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee, percent | 0.50% | |||||||||||
Tribune Publishing Company | Term Loan Facility | Senior Secured Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Transaction costs | $ 10,000,000 | |||||||||||
Tribune Publishing Company | Dreamcatcher Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity under credit facility | $ 350,000,000 | |||||||||||
Senior Notes | Senior Notes 5.875% due 2022 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of term loan | $ 1,100,000,000 | |||||||||||
Long-term Debt | $ 1,100,000,000 | $ 1,100,000,000 | 0 | |||||||||
Unamortized transaction costs | $ 19,000,000 | $ 17,000,000 | $ 17,000,000 | |||||||||
Debt instrument interest rate, percent | 5.875% | |||||||||||
Debt Instrument, Redemption Price Terms Prior to July 15, 2018, Percent of Principal Amount | 100.00% | |||||||||||
Debt Instrument, Redemption Price Terms July 15, 2018 to July 14, 2019, Percent of Principal Amount | 102.938% | |||||||||||
Debt Instrument, Redemption Price Terms, July 15, 2019 to July 14, 2020, Percent of Principal Amount | 101.469% | |||||||||||
Debt Instrument, Redemption Price Terms On or After July 15, 2020, Percent of Principal Amount | 100.00% | |||||||||||
Debt Instrument, Redemption Terms Prior to July 15, 2018, Percent of Principal Amount Redeemable | 40.00% | |||||||||||
Debt Instrument, Redemption Terms Prior to July 15, 2018, Price Percent | 105.875% | |||||||||||
Debt Instrument, Potential Repurchase Offer Price, Percent of Principal Amount | 101.00% | |||||||||||
Debt Instrument, Potential Purchase Offer Price, Percent of Principal Amount | 100.00% | |||||||||||
Senior Notes | Senior 9.25 and 10 Percent Toggle Notes Due 2015 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Senior Toggle Notes redemption period (days) | 30 days | |||||||||||
Cash deposit | $ 202,000,000 | |||||||||||
Repayments of long-term debt | 174,000,000 | |||||||||||
Interest | 2,000,000 | |||||||||||
Repayments of Long-term Debt, Intercompany Amounts | $ 28,000,000 | |||||||||||
Restricted Cash and Cash Equivalents | $ 202,000,000 | $ 202,000,000 |
Debt Long Term Debt (Details)
Debt Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Jun. 24, 2015 | Jun. 23, 2015 | Dec. 28, 2014 | Dec. 27, 2013 |
Debt Instrument [Line Items] | |||||
Total Debt | $ 3,479,023 | $ 3,494,985 | |||
Long-term Debt, Current Maturities | 26,479 | 4,088 | |||
Long-term debt | 3,452,544 | 3,490,897 | |||
Debt instrument unamortized discount | 7,117 | ||||
Senior Notes | Senior Notes 5.875% due 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total Debt | 1,100,000 | 0 | |||
Debt instrument interest rate, percent | 5.875% | ||||
Other Obligations | |||||
Debt Instrument [Line Items] | |||||
Total Debt | 0 | 54 | |||
Term Loan Facility | Senior Secured Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Total Debt | $ 2,360,155 | $ 3,479,000 | $ 3,471,017 | ||
Debt instrument interest rate, percent | 3.82% | 4.04% | |||
Debt instrument unamortized discount | $ 7,084 | $ 7,534 | $ 8,118 | $ 9,000 | |
Dreamcatcher Credit Facility | Dreamcatcher Credit Facility Due 2018 | |||||
Debt Instrument [Line Items] | |||||
Total Debt | $ 18,868 | $ 23,914 | |||
Debt instrument interest rate, percent | 4.08% | 4.08% | |||
Debt instrument unamortized discount | $ 33 | $ 49 |
Debt Maturities of Long-term De
Debt Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 |
Debt Disclosure [Abstract] | ||
2,016 | $ 27,841 | |
2,017 | 27,841 | |
2,018 | 34,591 | |
2,019 | 23,791 | |
2,020 | 2,272,076 | |
Thereafter | 1,100,000 | |
Long-term Debt, Gross | 3,486,140 | |
Debt Instrument, Unamortized Discount | (7,117) | |
Total Debt | $ 3,479,023 | $ 3,494,985 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible note receivable | $ 2,000 | |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cost method investments | $ 20,868 | 18,238 |
Convertible note receivable | 0 | 2,000 |
Fair Value | Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Facility | 2,328,038 | 3,411,744 |
Fair Value | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Facility | 1,108,250 | 0 |
Fair Value | Dreamcatcher Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Facility | 18,587 | 23,498 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cost method investments | 20,868 | 18,238 |
Convertible note receivable | 0 | 2,000 |
Carrying Amount | Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Facility | 2,360,155 | 3,471,017 |
Carrying Amount | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Facility | 1,100,000 | 0 |
Carrying Amount | Dreamcatcher Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Facility | $ 18,868 | $ 23,914 |
Fair Value Measurements Narrati
Fair Value Measurements Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Jun. 24, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible note receivable | $ 2,000,000 | ||
Asset Impairment Charges | $ 2,000,000 | 3,000,000 | |
Senior Notes 5.875% due 2022 [Member] | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | ||
Tribune Publishing Company | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of available-for-sale securities | 4,000,000 | 9,000,000 | |
Cost basis of available-for-sale securities | $ 0 | $ 0 |
Contracts Payable for Broadc107
Contracts Payable for Broadcast Rights (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 |
Contracts Payable For Broadcast Rights [Abstract] | ||
2,016 | $ 236,676 | |
2,017 | 120,256 | |
2,018 | 97,038 | |
2,019 | 90,343 | |
2,020 | 58,341 | |
Thereafter | 19,129 | |
Contracts payable for broadcast rights | $ 621,783 | $ 458,504 |
Commitments and Contingencie108
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Feb. 29, 2012USD ($) | Dec. 31, 2015USD ($) | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | Feb. 29, 2016stationradio_station | Aug. 04, 2014shares | |
Loss Contingencies [Line Items] | ||||||
Contractual commitments, broadcast rights | $ 999 | $ 960 | ||||
Net lease expense from continuing operations | 30 | $ 27 | $ 20 | |||
Commitments related to purchase of technology services, news and market data services, and talent contracts | $ 347 | |||||
FCC Regulation, television and radio broadcast station license terms, years | 8 years | |||||
FCC Regulation, television ownership cap, percent | 39.00% | |||||
The UHF Discount, percent | 50.00% | |||||
FCC Regulation, television ownership cap, national reach, percent | 39.00% | |||||
FCC Regulation, maximum reimbursement amount for required product modifications | $ 1,750 | |||||
Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
FCC Regulation, number of television stations authorized | station | 39 | |||||
FCC Regulation, number of radio stations authorized | radio_station | 1 | |||||
Tribune Publishing Company | ||||||
Loss Contingencies [Line Items] | ||||||
Common stock retained by the Company in the Publishing Spin-off, shares | shares | 381,354 | |||||
Common stock owned by the Company, percent | 1.50% |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 29,302 |
2,017 | 25,836 |
2,018 | 20,615 |
2,019 | 17,967 |
2,020 | 17,227 |
Thereafter | 68,972 |
Total | $ 179,919 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2012 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Sep. 02, 2015 | Dec. 30, 2012 | Oct. 27, 2009 | Jul. 29, 2008 | Dec. 20, 2007 | ||
Federal Income Tax Note | |||||||||||||||||||
U.S. federal statutory rate | 35.00% | ||||||||||||||||||
Built-in Gain Tax, Number of Years Prior to Bankruptcy | 10 years | ||||||||||||||||||
Income tax expense | $ (10,600) | $ 11,314 | $ (693) | $ 22,302 | $ 216,098 | $ 2,647 | $ 42,305 | $ 17,649 | $ 22,323 | $ 278,699 | $ 95,965 | ||||||||
Goodwill, Impairment Loss | (381,000) | 0 | 0 | ||||||||||||||||
Undistributed foreign earnings | 2,000 | 2,000 | 2,000 | 2,000 | 1,000 | ||||||||||||||
Deferred Tax Liabilities, Net | 982,623 | 1,126,539 | 982,623 | 1,126,539 | |||||||||||||||
Deferred Tax Assets, Gross, Noncurrent | 1,000 | 1,000 | |||||||||||||||||
Deferred income taxes | 984,032 | 1,156,214 | 984,032 | 1,156,214 | |||||||||||||||
Operating loss carryforwards | 132,000 | 149,000 | 132,000 | 149,000 | |||||||||||||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 5,000 | ||||||||||||||||||
Investments | 418,908 | 442,554 | 418,908 | 442,554 | |||||||||||||||
Unrecognized tax benefits | 33,632 | 18,852 | 33,632 | 18,852 | $ 21,544 | $ 23,582 | |||||||||||||
Favorable adjustment that would have been recognized | 26,000 | 17,000 | 26,000 | 17,000 | |||||||||||||||
Company's accrued interest and penalties related to uncertain tax positions | 1,000 | 1,000 | 1,000 | $ 1,000 | |||||||||||||||
Decrease in unrecognized tax benefits | 10,000 | $ 10,000 | |||||||||||||||||
Predecessor | |||||||||||||||||||
Federal Income Tax Note | |||||||||||||||||||
Common stock par value, per share | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||
Net tax expense relating to conversion and other reorganization adjustments | $ 195,000 | ||||||||||||||||||
Income tax adjustments | 968,000 | ||||||||||||||||||
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss) | (1,070,764) | ||||||||||||||||||
Fresh-Start Adjustment, Income Tax Expense (Benefit) | 163,000 | ||||||||||||||||||
Income tax expense | 1,070,189 | ||||||||||||||||||
Income tax settlements and other adjustments, net | 0 | ||||||||||||||||||
Tax rate change due to Publishing Spin-off | 0 | ||||||||||||||||||
Excess capital losses | 0 | ||||||||||||||||||
Net income tax expense, intraperiod tax allocation | 1,001,000 | ||||||||||||||||||
Income tax expense (benefit), discontinued operations | [1] | $ 69,548 | |||||||||||||||||
Successor | |||||||||||||||||||
Federal Income Tax Note | |||||||||||||||||||
U.S. federal statutory rate | 35.00% | 35.00% | 35.00% | ||||||||||||||||
Income tax expense | $ 22,323 | $ 278,699 | $ 95,965 | ||||||||||||||||
Income tax settlements and other adjustments, net | (9,288) | (1,801) | (15,878) | ||||||||||||||||
Tax rate change due to Publishing Spin-off | 0 | (10,810) | 0 | ||||||||||||||||
Excess capital losses | 0 | 0 | 6,944 | ||||||||||||||||
Income tax expense (benefit), discontinued operations | [1] | (19,172) | [2] | $ (58,815) | |||||||||||||||
Newsday LLC | |||||||||||||||||||
Federal Income Tax Note | |||||||||||||||||||
Investment owned, percent | 97.00% | ||||||||||||||||||
Common stock owned by the Company, percent | 3.00% | 3.00% | |||||||||||||||||
Income Taxes Paid | 137,000 | ||||||||||||||||||
Investments | 110,000 | 110,000 | $ 101,000 | ||||||||||||||||
New Cubs LLC | |||||||||||||||||||
Federal Income Tax Note | |||||||||||||||||||
Investment owned, percent | 95.00% | ||||||||||||||||||
Common stock owned by the Company, percent | 5.00% | ||||||||||||||||||
Income Taxes Paid | 35,000 | ||||||||||||||||||
Investments | $ 164,000 | $ 174,000 | 164,000 | $ 174,000 | |||||||||||||||
Tax Year 2008 | Newsday LLC | |||||||||||||||||||
Federal Income Tax Note | |||||||||||||||||||
Income tax examination, estimate of possible loss before penalties and interest | 190,000 | ||||||||||||||||||
Income tax examination, penalties | 38,000 | ||||||||||||||||||
Income tax examination, accrued interest | 37,000 | ||||||||||||||||||
Tax Year 2009 | New Cubs LLC | |||||||||||||||||||
Federal Income Tax Note | |||||||||||||||||||
Income tax examination, estimate of possible loss | 225,000 | ||||||||||||||||||
State and Local Jurisdiction | Tax Year 2008 | Newsday LLC | |||||||||||||||||||
Federal Income Tax Note | |||||||||||||||||||
Income tax examination, estimate of possible loss | 32,000 | ||||||||||||||||||
Television and Entertainment | |||||||||||||||||||
Federal Income Tax Note | |||||||||||||||||||
Goodwill, Impairment Loss | $ (381,000) | ||||||||||||||||||
Minimum | |||||||||||||||||||
Federal Income Tax Note | |||||||||||||||||||
Operating Loss Carryforwards, Expiration Date | Jan. 1, 2016 | ||||||||||||||||||
Maximum | |||||||||||||||||||
Federal Income Tax Note | |||||||||||||||||||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2033 | ||||||||||||||||||
[1] | The effective tax rate on pretax income from discontinued operations was 58.6% and 42.8% for the years ended December 28, 2014 and December 29, 2013, respectively. This rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit) and the impact of certain nondeductible transaction costs. See Note 4 for information on the income tax benefit included in discontinued operations for December 31, 2012. | ||||||||||||||||||
[2] | Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off. |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation from Continuing Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2012 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Federal Income Tax Note | ||||||||||||
U.S. federal statutory rate | 35.00% | |||||||||||
(Loss) Income from continuing operations before income taxes | $ (391,528) | $ 39,172 | $ (3,958) | $ 58,719 | $ 530,774 | $ 55,533 | $ 109,387 | $ 46,116 | $ (297,595) | $ 741,810 | $ 258,907 | |
Total income tax expense from continuing operations | $ (10,600) | $ 11,314 | $ (693) | $ 22,302 | $ 216,098 | $ 2,647 | $ 42,305 | $ 17,649 | $ 22,323 | $ 278,699 | $ 95,965 | |
Successor | ||||||||||||
Federal Income Tax Note | ||||||||||||
U.S. federal statutory rate | 35.00% | 35.00% | 35.00% | |||||||||
(Loss) Income from continuing operations before income taxes | $ (297,595) | $ 741,810 | $ 258,907 | |||||||||
Federal income taxes (35% in 2015, 2014 and 2013) | (104,158) | 259,633 | 90,617 | |||||||||
State and local income taxes, net of federal tax benefit | 3,149 | 31,535 | 11,768 | |||||||||
Domestic production activities deduction | (6,796) | (7,910) | (7,560) | |||||||||
Non-deductible reorganization and acquisition costs | 1,234 | 4,268 | 6,466 | |||||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount | 133,350 | 0 | 0 | |||||||||
Income tax settlements and other adjustments, net | (9,288) | (1,801) | (15,878) | |||||||||
Tax rate change due to Publishing Spin-off | 0 | (10,810) | 0 | |||||||||
Excess capital losses | 0 | 0 | 6,944 | |||||||||
Other, net | 4,832 | 3,784 | 3,608 | |||||||||
Income taxes on reorganization items | 0 | 0 | 0 | |||||||||
Income taxes attributable to fair value adjustments | 0 | 0 | 0 | |||||||||
Total income tax expense from continuing operations | $ 22,323 | $ 278,699 | $ 95,965 | |||||||||
Effective tax rate | (7.50%) | 37.60% | 37.10% | |||||||||
Predecessor | ||||||||||||
Federal Income Tax Note | ||||||||||||
(Loss) Income from continuing operations before income taxes | $ 8,284,314 | |||||||||||
Federal income taxes (35% in 2015, 2014 and 2013) | 0 | |||||||||||
State and local income taxes, net of federal tax benefit | 0 | |||||||||||
Domestic production activities deduction | 0 | |||||||||||
Non-deductible reorganization and acquisition costs | 0 | |||||||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount | 0 | |||||||||||
Income tax settlements and other adjustments, net | 0 | |||||||||||
Tax rate change due to Publishing Spin-off | 0 | |||||||||||
Excess capital losses | 0 | |||||||||||
Other, net | 0 | |||||||||||
Income taxes on reorganization items | 181,734 | |||||||||||
Income taxes attributable to fair value adjustments | 888,455 | |||||||||||
Total income tax expense from continuing operations | $ 1,070,189 | |||||||||||
Effective tax rate | 12.90% |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) from Continuing Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2012 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Federal Income Tax Note | ||||||||||||
Total income tax expense from continuing operations | $ (10,600) | $ 11,314 | $ (693) | $ 22,302 | $ 216,098 | $ 2,647 | $ 42,305 | $ 17,649 | $ 22,323 | $ 278,699 | $ 95,965 | |
Successor | ||||||||||||
Federal Income Tax Note | ||||||||||||
Current U.S. federal | 145,034 | 382,727 | 97,914 | |||||||||
Current State and Local | 17,364 | 77,179 | 20,308 | |||||||||
Current Sub-total | 162,398 | 459,906 | 118,222 | |||||||||
Deferred U.S. federal | (119,813) | (136,869) | (18,727) | |||||||||
Deferred State and Local | (20,262) | (44,338) | (3,530) | |||||||||
Deferred Sub-total | (140,075) | (181,207) | (22,257) | |||||||||
Total income tax expense from continuing operations | $ 22,323 | $ 278,699 | $ 95,965 | |||||||||
Predecessor | ||||||||||||
Federal Income Tax Note | ||||||||||||
Current U.S. federal | $ (7,246) | |||||||||||
Current State and Local | 1,047 | |||||||||||
Current Sub-total | (6,199) | |||||||||||
Deferred U.S. federal | 918,604 | |||||||||||
Deferred State and Local | 157,784 | |||||||||||
Deferred Sub-total | 1,076,388 | |||||||||||
Total income tax expense from continuing operations | $ 1,070,189 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 |
Income Tax Disclosure [Abstract] | ||
Broadcast rights | $ 86,451 | $ 71,407 |
Postretirement benefits other than pensions | 3,933 | 5,570 |
Stock-based compensation and other employee benefits | 17,721 | 13,447 |
Pensions | 180,368 | 185,514 |
Other accrued liabilities | 18,904 | 21,923 |
Other future deductible items | 18,132 | 14,451 |
Net operating loss carryforwards | 11,072 | 12,327 |
Accounts receivable | 3,102 | 2,671 |
Deferred tax assets, gross | 339,683 | 327,310 |
Valuation allowance on net operating loss carryforwards | (2,909) | (7,557) |
Total deferred tax assets | 336,774 | 319,753 |
Net intangible assets | 669,056 | 668,450 |
Investments | 418,908 | 442,554 |
Deferred gain on partnership contributions | 164,322 | 283,950 |
Net properties | 61,304 | 49,122 |
Other | 5,807 | 2,216 |
Total deferred tax liabilities | 1,319,397 | 1,446,292 |
Net deferred tax liabilities | $ 982,623 | $ 1,126,539 |
Income Taxes - Changes in Liabi
Income Taxes - Changes in Liability for Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Liability at Beginning of the Period | $ 18,852 | $ 21,544 | |
Gross increase as a result of tax positions related to a prior period | 12,573 | 913 | $ 642 |
Gross increase as a result of tax positions related to the current period | 3,841 | 7,009 | |
Decreases related to settlements with taxing authorities | (9,689) | ||
Decrease related to statute of limitations expirations | (1,634) | (3,605) | |
Liability at End of the Period | $ 33,632 | $ 18,852 | $ 21,544 |
Pension and Other Retirement115
Pension and Other Retirement Plans - Narrative (Details) $ in Thousands | Dec. 31, 2012USD ($) | Dec. 30, 2012USD ($) | Jan. 01, 2010 | Nov. 03, 2009 | Dec. 31, 2015USD ($)pension_plan | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | Dec. 25, 2011pension_plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Tribune Company pension plans, allocation of eligible compensation (percent) | 3.00% | |||||||||
Number of small defined benefit pension plans (pension plan) | pension_plan | 3 | |||||||||
Number of frozen defined benefit pension plans (pension plan) | pension_plan | 2 | |||||||||
Other Company-sponsored pension plan, percent of total projected benefit obligation (percent) | 2.00% | |||||||||
Accumulated benefit obligation for all defined benefit pension plans | $ 1,987,000 | $ 2,124,000 | ||||||||
Defined benefit plan, amount to be amortized from AOCI, period | 26 years | |||||||||
Employer matching contribution, percent of match on first 2% of eligible pay | 100.00% | |||||||||
Employer matching contribution, percent of match on next 4% of eligible pay | 50.00% | |||||||||
Defined contribution plan, contribution amount | $ 14,000 | 21,000 | $ 28,000 | |||||||
Defined Contribution Plan, discretionary profit sharing contribution | 6,000 | |||||||||
Defined Contribution Plan, contributions paid by the Company | 15,000 | 14,000 | 6,000 | |||||||
Other Postretirement Plans | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Benefit obligations | 10,055 | 14,005 | 62,072 | |||||||
Defined Benefit Plan, Plan Amendments | $ (3,887) | $ 0 | ||||||||
Amortization Period of Plan Amendment | 10 years | |||||||||
Long-term rate of return on plans’ assets for expense | 0.00% | 0.00% | ||||||||
Assumed annual rate of increase in per capita cost of covered health care benefits, percent | 7.50% | |||||||||
Assumed decrease in per capita cost of covered health care benefits, percent | 5.00% | |||||||||
Defined Benefit Plan, Health Care Obligation Trend Rate Assumed for Next Fiscal Year | 6.00% | |||||||||
Employer contributions | $ 1,393 | $ 3,821 | ||||||||
Estimated future employer contributions in next fiscal year | 1,000 | |||||||||
Other Postretirement Plans | Predecessor | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Non-qualified pension plan adjustment recognized in Reorganization Items, net | [1] | $ 0 | ||||||||
Pension Plans | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Benefit obligations | 1,986,971 | 2,124,373 | $ 1,794,470 | |||||||
Defined Benefit Plan, Plan Amendments | $ 0 | $ 0 | ||||||||
Long-term rate of return on plans’ assets for expense | 7.25% | 7.50% | ||||||||
Employer contributions | $ 249 | $ 10,550 | ||||||||
Pension Plans | Predecessor | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Non-qualified pension plan adjustment recognized in Reorganization Items, net | (49,295) | [1] | $ 19,000 | |||||||
Pre-Effective Date [Member] | Pension Plans | Predecessor | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Benefit obligations | 75,000 | |||||||||
Post-Effective Date [Member] | Pension Plans | Predecessor | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Benefit obligations | $ 26,000 | |||||||||
100% Match Percentage [Member] | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 2.00% | |||||||||
50% Match Percentage [Member] | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 4.00% | |||||||||
[1] | (1)On the Effective Date, the Predecessor’s obligations with respect to its non-qualified pension plans were reduced from $75 million to $26 million, which were paid under the Plan on or subsequent to the Effective Date. As a result, the Predecessor recognized a pretax gain of $49 million which was included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. |
Pension and Other Retirement116
Pension and Other Retirement Plans - Multiemployer Pension Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Multiemployer Plans [Line Items] | |||
Company Contributions | $ 3,130 | $ 6,049 | $ 6,359 |
Multiemployer Plans, Collective-Bargaining Arrangement, Percentage of Employer's Contributions | 93.00% | ||
Multiemployer Pension Plans | Other Plans | Tribune Publishing Company | |||
Multiemployer Plans [Line Items] | |||
Company Contributions | $ 3,000 | $ 4,000 |
Pension and Other Retirement117
Pension and Other Retirement Plans - Defined Benefit Pension Plans and Other Post Retirement Plans Summarized Info (Details) - USD ($) $ in Thousands | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 28, 2014 |
Pension Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligations, beginning of year | $ 2,124,373 | $ 1,794,470 | |
Service cost | 709 | 463 | |
Interest cost | 81,815 | 82,109 | |
Defined Benefit Plan, Plan Amendments | 0 | 0 | |
Impact of Medicare Reform Act | 0 | 0 | |
Actuarial (gain) loss | (114,431) | 353,374 | |
Benefits paid | (105,495) | (106,043) | |
Liability distributed in Publishing Spin-off | 0 | 0 | |
Projected benefit obligations, end of year | 1,986,971 | 2,124,373 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plans’ assets, beginning of year | 1,655,257 | 1,595,294 | |
Actual return on plans’ assets | (19,113) | 155,456 | |
Employer contributions | 249 | 10,550 | |
Benefits paid | (105,495) | (106,043) | |
Fair value of plans’ assets, end of year | 1,530,898 | 1,655,257 | |
Funded (under funded) status of the plans | (456,073) | (469,116) | |
Other Postretirement Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligations, beginning of year | 14,005 | 62,072 | |
Service cost | 81 | 328 | |
Interest cost | 451 | 1,466 | |
Defined Benefit Plan, Plan Amendments | (3,887) | 0 | |
Impact of Medicare Reform Act | 72 | 78 | |
Actuarial (gain) loss | 726 | (2,224) | |
Benefits paid | (1,393) | (3,821) | |
Liability distributed in Publishing Spin-off | 0 | (43,894) | |
Projected benefit obligations, end of year | 10,055 | 14,005 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plans’ assets, beginning of year | 0 | 0 | |
Actual return on plans’ assets | 0 | 0 | |
Employer contributions | 1,393 | 3,821 | |
Benefits paid | (1,393) | (3,821) | |
Fair value of plans’ assets, end of year | 0 | 0 | |
Funded (under funded) status of the plans | $ (10,055) | $ (14,005) | |
Predecessor | Pension Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Service cost | $ 0 | ||
Interest cost | 0 | ||
Predecessor | Other Postretirement Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Service cost | 0 | ||
Interest cost | $ 0 |
Pension and Other Retirement118
Pension and Other Retirement Plans - Amounts Recognized in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 |
Pension Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employee compensation and benefits | $ 0 | $ 0 |
Pension obligations, net | (456,073) | (469,116) |
Postretirement medical, life and other benefits | 0 | 0 |
Net amount recognized | (456,073) | (469,116) |
Other Postretirement Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employee compensation and benefits | (1,409) | (1,495) |
Pension obligations, net | 0 | 0 |
Postretirement medical, life and other benefits | (8,646) | (12,510) |
Net amount recognized | $ (10,055) | $ (14,005) |
Pension and Other Retirement119
Pension and Other Retirement Plans - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2012 | Dec. 30, 2012 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||
Pension Plans | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Service cost | $ 709 | $ 463 | |||||
Interest cost | 81,815 | 82,109 | |||||
Benefit obligations | 1,986,971 | 2,124,373 | $ 1,794,470 | ||||
Other Postretirement Plans | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Service cost | 81 | 328 | |||||
Interest cost | 451 | 1,466 | |||||
Benefit obligations | 10,055 | 14,005 | 62,072 | ||||
Successor | Pension Plans | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Service cost | 709 | 463 | 616 | ||||
Interest cost | 81,815 | 82,109 | 74,489 | ||||
Expected return on plans’ assets | (111,690) | (113,056) | (109,885) | ||||
Recognized actuarial (gain) loss | 0 | (159) | 0 | ||||
Amortization of prior service credits | 0 | 0 | 0 | ||||
Net periodic benefit cost (credit) | (29,166) | (30,643) | (34,780) | ||||
Non-qualified pension plan adjustment recognized in Reorganization Items, net | [1] | 0 | 0 | 0 | |||
Successor | Other Postretirement Plans | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Service cost | 81 | 328 | 559 | ||||
Interest cost | 451 | 1,466 | 1,994 | ||||
Expected return on plans’ assets | 0 | 0 | 0 | ||||
Recognized actuarial (gain) loss | 25 | (22) | 0 | ||||
Amortization of prior service credits | (81) | 0 | 0 | ||||
Net periodic benefit cost (credit) | 476 | 1,772 | 2,553 | ||||
Non-qualified pension plan adjustment recognized in Reorganization Items, net | [1] | $ 0 | $ 0 | $ 0 | |||
Predecessor | Pension Plans | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Service cost | $ 0 | ||||||
Interest cost | 0 | ||||||
Expected return on plans’ assets | 0 | ||||||
Recognized actuarial (gain) loss | 0 | ||||||
Amortization of prior service credits | 0 | ||||||
Net periodic benefit cost (credit) | 0 | ||||||
Non-qualified pension plan adjustment recognized in Reorganization Items, net | (49,295) | [1] | $ 19,000 | ||||
Predecessor | Other Postretirement Plans | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Service cost | 0 | ||||||
Interest cost | 0 | ||||||
Expected return on plans’ assets | 0 | ||||||
Recognized actuarial (gain) loss | 0 | ||||||
Amortization of prior service credits | 0 | ||||||
Net periodic benefit cost (credit) | 0 | ||||||
Non-qualified pension plan adjustment recognized in Reorganization Items, net | [1] | 0 | |||||
Pre-Effective Date [Member] | Predecessor | Pension Plans | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Benefit obligations | 75,000 | ||||||
Post-Effective Date [Member] | Predecessor | Pension Plans | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Benefit obligations | $ 26,000 | ||||||
[1] | (1)On the Effective Date, the Predecessor’s obligations with respect to its non-qualified pension plans were reduced from $75 million to $26 million, which were paid under the Plan on or subsequent to the Effective Date. As a result, the Predecessor recognized a pretax gain of $49 million which was included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. |
Pension and Other Retirement120
Pension and Other Retirement Plans - Amounts of Net Periodic Benefit Cost for Other Post Retirement Plans Applicable to Continuing and Discontinued Operations (Details) - Other Postretirement Plans - USD ($) $ in Thousands | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Successor | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Net periodic benefit cost (credit) | $ 476 | $ 1,772 | $ 2,553 | |
Successor | Continuing Operations | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Net periodic benefit cost (credit) | 476 | 605 | 556 | |
Successor | Discontinued Operations | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Net periodic benefit cost (credit) | $ 0 | $ 1,167 | $ 1,997 | |
Predecessor | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Net periodic benefit cost (credit) | $ 0 |
Pension and Other Retirement121
Pension and Other Retirement Plans - Amounts Included in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Unrecognized net actuarial losses, net of tax | $ (59,705) | $ (49,323) |
Unrecognized prior service credits, net of tax | 2,314 | 0 |
Total | (57,391) | (49,323) |
Pension Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Unrecognized net actuarial losses, net of tax | (59,217) | (49,262) |
Unrecognized prior service credits, net of tax | 0 | 0 |
Total | (59,217) | (49,262) |
Other Postretirement Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Unrecognized net actuarial losses, net of tax | (488) | (61) |
Unrecognized prior service credits, net of tax | 2,314 | 0 |
Total | $ 1,826 | $ (61) |
Pension and Other Retirement122
Pension and Other Retirement Plans - Weighted Average Assumptions (Details) - USD ($) $ in Millions | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 28, 2014 | Aug. 04, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Postretirement health care and life insurance liabilities distributed in spin-off | $ 44 | ||||
Pension Plans | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Discount rate for expense through Publishing Spin-Off | [1] | 4.70% | |||
Discount rate for obligations | 3.95% | 4.30% | 3.95% | ||
Increase in future salary levels for expense | 3.50% | 3.50% | |||
Increase in future salary levels for obligations | 3.50% | 3.50% | 3.50% | ||
Long-term rate of return on plans’ assets for expense | 7.25% | 7.50% | |||
Other Postretirement Plans | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Discount rate for expense through Publishing Spin-Off | [1] | 3.95% | |||
Discount rate for obligations | 3.30% | 3.45% | 3.30% | ||
Increase in future salary levels for expense | 0.00% | 0.00% | |||
Increase in future salary levels for obligations | 0.00% | 0.00% | 0.00% | ||
Long-term rate of return on plans’ assets for expense | 0.00% | 0.00% | |||
Successor | Pension Plans | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Discount rate for expense through Publishing Spin-Off | [1] | 4.70% | 3.95% | ||
Successor | Other Postretirement Plans | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Discount rate for expense through Publishing Spin-Off | [1] | 3.35% | 3.30% | ||
[1] | (1)In connection with the Publishing Spin-off, the Company distributed to Tribune Publishing approximately $44 million of postretirement health care and life insurance liabilities. As a result, the Company remeasured its remaining other post retirement plan obligations as of the date of the Publishing Spin-off. |
Pension and Other Retirement123
Pension and Other Retirement Plans - Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Benefit Plan, Percent Increase on Service and Interest Cost Component | 1.00% |
Service cost and interest cost, 1% Increase | $ 25 |
Service cost and interest cost, 1% Decrease | (22) |
Projected benefit obligation, 1% Increase | 283 |
Projected benefit obligation, 1% Decrease | $ (257) |
Pension and Other Retirement124
Pension and Other Retirement Plans - Actual Allocations and Target Allocations by Asset Class (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 28, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocations | 100.00% | 100.00% |
Target Allocations | 100.00% | 100.00% |
Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocations | 51.50% | 51.90% |
Target Allocations | 50.00% | 50.00% |
Fixed income securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocations | 41.60% | 41.40% |
Target Allocations | 45.00% | 45.00% |
Cash and other short-term investments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocations | 1.10% | 1.80% |
Target Allocations | 0.00% | 0.00% |
Other alternative investments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocations | 5.80% | 4.90% |
Target Allocations | 5.00% | 5.00% |
Pension and Other Retirement125
Pension and Other Retirement Plans - Pension Plan Assets by Asset Category (Details) - Pension Plans - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 29, 2012 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan Fair VAlue of Plan Assets Excluding Assets Measured at Contract Value | $ 1,506,692 | $ 1,631,324 | ||
Contract value of pension plan assets | 24,206 | 23,933 | ||
Fair value of pension plan assets | 1,530,898 | 1,655,257 | $ 1,595,294 | |
Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan Fair VAlue of Plan Assets Excluding Assets Measured at Contract Value | 585,719 | 675,548 | ||
Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan Fair VAlue of Plan Assets Excluding Assets Measured at Contract Value | 832,139 | 874,569 | ||
Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan Fair VAlue of Plan Assets Excluding Assets Measured at Contract Value | 88,834 | 81,207 | ||
Registered investment companies | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 585,719 | 675,548 | ||
Registered investment companies | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 585,719 | 675,548 | ||
Registered investment companies | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Registered investment companies | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Common/collective trusts | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 114,471 | 127,805 | ||
Common/collective trusts | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Common/collective trusts | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 114,471 | 127,805 | ||
Common/collective trusts | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
103-12 investment entity | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 159,975 | 164,168 | ||
103-12 investment entity | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
103-12 investment entity | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 159,975 | 164,168 | ||
103-12 investment entity | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
International equity limited partnership [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 38,857 | 46,539 | ||
International equity limited partnership [Member] | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
International equity limited partnership [Member] | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 38,857 | 46,539 | ||
International equity limited partnership [Member] | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
U.S. government securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 167,969 | 174,201 | ||
U.S. government securities | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
U.S. government securities | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 167,969 | 174,201 | ||
U.S. government securities | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Corporate bonds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 246,739 | 246,737 | ||
Corporate bonds | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Corporate bonds | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 246,739 | 246,737 | ||
Corporate bonds | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Mortgage-backed and asset-backed securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 29,473 | 33,828 | ||
Mortgage-backed and asset-backed securities | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Mortgage-backed and asset-backed securities | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 29,473 | 33,828 | ||
Mortgage-backed and asset-backed securities | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Other alternative investments | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 26,582 | 30,578 | ||
Other alternative investments | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Other alternative investments | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 26,582 | 30,578 | ||
Other alternative investments | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Pooled separate account | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 18,221 | 19,669 | ||
Pooled separate account | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Pooled separate account | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 18,221 | 19,669 | ||
Pooled separate account | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Loan fund limited partnership | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 29,852 | 31,044 | ||
Loan fund limited partnership | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Loan fund limited partnership | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 29,852 | 31,044 | ||
Loan fund limited partnership | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Real Estate | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 86,909 | 77,731 | ||
Real Estate | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Real Estate | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Real Estate | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 86,909 | 77,731 | $ 71,580 | |
Private Equity Limited Partnerships | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 456 | 1,461 | ||
Private Equity Limited Partnerships | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Private Equity Limited Partnerships | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Private Equity Limited Partnerships | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 456 | 1,461 | 2,389 | |
Venture capital limited partnerships | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 1,469 | 2,015 | ||
Venture capital limited partnerships | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Venture capital limited partnerships | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | 0 | 0 | ||
Venture capital limited partnerships | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of pension plan assets | $ 1,469 | $ 2,015 | $ 2,150 |
Pension and Other Retirement126
Pension and Other Retirement Plans - Changes in Fair Value of Pension Plan Level 3 Assets (Details) - Pension Plans - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 28, 2014 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plans’ assets, beginning of year | $ 1,655,257 | $ 1,595,294 |
Fair value of plans’ assets, end of year | 1,530,898 | 1,655,257 |
Real Estate | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plans’ assets, beginning of year | 77,731 | |
Fair value of plans’ assets, end of year | 86,909 | 77,731 |
Real Estate | Level 3 | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plans’ assets, beginning of year | 77,731 | |
Realized net gains | 2,032 | 4,003 |
Unrealized net gains (losses) | 8,580 | 5,551 |
Transfers out of Level 3 investments | (588) | (2,447) |
Purchases | 1,371 | 1,212 |
Sales | (2,217) | (2,168) |
Fair value of plans’ assets, end of year | 86,909 | 77,731 |
Private Equity Limited Partnerships | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plans’ assets, beginning of year | 1,461 | |
Fair value of plans’ assets, end of year | 456 | 1,461 |
Private Equity Limited Partnerships | Level 3 | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plans’ assets, beginning of year | 1,461 | |
Realized net gains | 46 | 1 |
Unrealized net gains (losses) | (19) | (680) |
Transfers out of Level 3 investments | (46) | (1) |
Purchases | 0 | 0 |
Sales | (986) | (248) |
Fair value of plans’ assets, end of year | 456 | 1,461 |
Venture capital limited partnerships | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plans’ assets, beginning of year | 2,015 | |
Fair value of plans’ assets, end of year | 1,469 | 2,015 |
Venture capital limited partnerships | Level 3 | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plans’ assets, beginning of year | 2,015 | |
Realized net gains | 0 | 0 |
Unrealized net gains (losses) | (521) | (56) |
Transfers out of Level 3 investments | 0 | 0 |
Purchases | 0 | 0 |
Sales | (25) | (79) |
Fair value of plans’ assets, end of year | $ 1,469 | $ 2,015 |
Pension and Other Retirement127
Pension and Other Retirement Plans - Benefit Plans Expected to be Paid (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2,016 | $ 114,523 |
2,017 | 116,909 |
2,018 | 119,720 |
2,019 | 121,530 |
2,020 | 123,001 |
Thereafter | 627,912 |
Other Postretirement Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2,016 | 1,409 |
2,017 | 1,293 |
2,018 | 1,157 |
2,019 | 1,048 |
2,020 | 942 |
Thereafter | $ 3,460 |
Capital Stock (Details)
Capital Stock (Details) | Feb. 24, 2016USD ($)$ / shares | Apr. 28, 2015$ / sharesshares | Apr. 09, 2015USD ($)$ / shares | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / shares | Jun. 30, 2015USD ($)$ / shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 28, 2014USD ($)$ / sharesshares | Dec. 29, 2013shares | Oct. 13, 2014USD ($) | Jul. 14, 2014$ / shares | Dec. 31, 2012USD ($)$ / sharesshares |
Class of Stock [Line Items] | ||||||||||||
Treasury stock issued, shares | 7,670,216 | 7,670,216 | 975,594 | |||||||||
Preferred stock authorized for issuance, shares | 40,000,000 | 40,000,000 | 40,000,000 | |||||||||
Registration Rights Agreement, Demand Registration, Holder Rights Percentage | 5.00% | |||||||||||
Registration Rights Agreement, Aggregate Proceeds Expected to be Received, Benchmark Amount | $ | $ 100,000,000 | |||||||||||
Registration Rights Agreement, Registration Payment Percent of Market Capitalization | 2.50% | |||||||||||
Treasury stock acquired, shares | 6,569,056 | 1,101,160 | ||||||||||
Treasury stock acquired, value | $ | $ 332,000,000 | $ 68,000,000 | ||||||||||
Treasury stock acquired, price per share | $ / shares | $ 50.59 | $ 61.58 | ||||||||||
Treasury stock placed in trades and settled in 2015, shares | 125,566 | |||||||||||
Treasury stock placed in trades and settled in 2015 | $ | $ 7,600,000 | |||||||||||
Dividends, Common Stock, Cash | $ | $ 23,555,000 | $ 23,620,000 | $ 24,100,000 | $ 71,275,000 | ||||||||
Preferred stock par value, per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Warrant | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued, shares | 291,309 | 291,309 | 16,789,972 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.001 | |||||||||||
Common Class A | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock issued, shares | 100,015,546 | 100,015,546 | 95,708,401 | 78,754,269 | ||||||||
Common Stock, Conversion Ratio | 1 | |||||||||||
Common stock converted, shares issued | 2,432,478 | 772,042 | 1,389,119 | |||||||||
Class Of Warrant Or Right, Number of Warrants Exercised | 1,718,652 | 4,875,048 | 9,904,963 | |||||||||
Warrant exercises, shares | 1,718,645 | 4,850,072 | 9,786,411 | |||||||||
Common stock authorized for issuance, shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||
Shares Sold During Public Offering, Including Existing Shareholders | 9,240,073 | |||||||||||
Shares Issued, Price Per Share | $ / shares | $ 56 | |||||||||||
Outstanding common stock authorized for repurchase | $ | $ 400,000,000 | |||||||||||
Common stock par value, per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common Class A | Unrestricted Stock Awards | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock issued, shares | 9,536 | 9,536 | 5,682 | 4,077 | ||||||||
Common Class B | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock issued, shares | 5,605 | 5,605 | 2,438,083 | 4,455,767 | ||||||||
Common Stock, Conversion Ratio | 1 | |||||||||||
Common stock conversion, shares | 2,432,478 | 772,042 | 1,389,119 | |||||||||
Warrant exercises, shares | 0 | 24,944 | 118,533 | |||||||||
Common stock authorized for issuance, shares | 1,000,000,000 | 1,000,000,000 | 200,000,000 | |||||||||
Common stock par value, per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock authorized for issuance, shares | 40,000,000 | 40,000,000 | ||||||||||
Oaktree Group | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of demand registrations | 5 | |||||||||||
JP Morgan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of demand registrations | 3 | |||||||||||
Angelo Gordon & Co. LP [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of demand registrations | 3 | |||||||||||
Special Cash Dividend | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 6.73 | |||||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ / shares | $ 6.73 | |||||||||||
Dividends, Common Stock, Cash | $ | $ 649,000,000 | |||||||||||
Regular Cash Dividend | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.75 | ||||||||
Subsequent Event | Common Class A | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Outstanding common stock authorized for repurchase | $ | $ 400,000,000 | |||||||||||
Subsequent Event | Regular Cash Dividend | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.25 |
Capital Stock Quarterly Dividen
Capital Stock Quarterly Dividend (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Quarterly Cash Dividend [Line Items] | ||||||
Dividends, Common Stock, Cash | $ 23,555 | $ 23,620 | $ 24,100 | $ 71,275 | ||
Regular Cash Dividend | ||||||
Quarterly Cash Dividend [Line Items] | ||||||
Common Stock, Dividends, Per Share, Declared | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.75 | ||
Successor | Regular Cash Dividend | ||||||
Quarterly Cash Dividend [Line Items] | ||||||
Common Stock, Dividends, Per Share, Declared | $ 0.75 | $ 0 | $ 0 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) $ in Millions | Aug. 04, 2014 | Mar. 01, 2013 | Jun. 30, 2013 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity Incentive Plan maximum of outstanding Common Stock, percent | 5.00% | |||||
Common stock authorized for issuance, shares | 5,263,000 | |||||
Shares available for grant | 2,408,731 | |||||
Spin-off adjustment to outstanding Equity Awards, shares | 90,525 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Special Cash Dividend Adjustments | 251,537 | |||||
Stock-based compensation expense | $ 32 | $ 28 | $ 7 | |||
NSOs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity Incentive Plan vesting percent per each anniversary | 25.00% | |||||
NSO maximum contractual term | 10 years | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity Incentive Plan vesting percent per each anniversary | 25.00% | |||||
PSUs | Two Year Performance Period | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity Incentive Plan vesting period, years | 2 years | |||||
PSUs | Three Year Performance Period | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity Incentive Plan vesting period, years | 3 years | |||||
Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity Incentive Plan vesting percent per each anniversary | 33.00% |
Stock Based Compensation - Weig
Stock Based Compensation - Weighted-average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk-free interest rate | 1.71% | 1.95% | |
Expected dividend yield | [1] | 0.17% | 0.00% |
Expected stock price volatility | 44.47% | 54.05% | |
Expected life (in years) | 6 years 2 months 30 days | 6 years 2 months 27 days | |
[1] | (1) Prior to the Board’s approval of quarterly dividends in the second quarter of 2015, the Company utilized a 0% expected dividend yield assumption in its Black-Scholes calculations. |
Stock Based Compensation - NSOs
Stock Based Compensation - NSOs (Details) - NSOs - USD ($) $ / shares in Units, $ in Thousands | Aug. 04, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 31, 2012 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||
Outstanding, shares | 1,375,000 | [1] | 975,000 | [1] | 352,000 | 0 | ||
Outstanding, Weighted Average Exercise Price | $ 60.62 | [1] | $ 70.90 | [1] | $ 57.32 | $ 0 | ||
Outstanding, Weighted Average Fair Value | $ 30.47 | [1] | $ 37.15 | [1] | $ 28 | |||
Outstanding, Weighted Average Remaining Contractual Term (in years) | 8 years 3 months 15 days | [1] | 9 years | [1] | 9 years 4 months 25 days | |||
Outstanding, Aggregate Intrinsic Value | $ 0 | [1] | $ 1,164 | [1] | $ 7,134 | |||
Grants in period, shares | 449,000 | 770,000 | 375,000 | |||||
Grants in period, Weighted Average Exercise Price | $ 57.91 | $ 79.59 | $ 57.27 | |||||
Grants in period, Weighted Average Fair Value | $ 25.81 | $ 42.24 | $ 27.97 | |||||
Exercised in period, shares | (3,000) | (25,000) | ||||||
Exercised in period, Weighted Average Exercise Price | $ 49.40 | $ 56.93 | ||||||
Exercised in period, Weighted Average Fair Value | $ 23.86 | $ 27.79 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | (31,000) | (4,000) | ||||||
Cancelled in period, Weighted Average Exercise Price | $ 64.01 | $ 56.73 | ||||||
Cancelled in Period, Weighted Average Fair Value | $ 33.63 | $ 27.82 | ||||||
Forfeitures in period, shares | (160,000) | (84,000) | (23,000) | |||||
Forfeitures in period, Weighted Average Exercise Price | $ 60.20 | $ 66.60 | $ 56.60 | |||||
Forfeitures in period, Weighted Average Fair Value | $ 29.88 | $ 34.21 | $ 27.53 | |||||
Adjustments due to Publishing Spin-off, shares | [2] | (34,000) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Special Cash Dividend Adjustments | 145,000 | |||||||
Vested and exercisable, shares | [1] | 287,000 | ||||||
Vested and exercisable, Weighted Average Exercise Price | [1] | $ 61.68 | ||||||
Vested and exercisable, Weighted Average Fair Value | [1] | $ 32.02 | ||||||
Vested and exercisable, Weighted Average Remaining Contractual Term (in years) | [1] | 7 years 7 months 24 days | ||||||
Vested and exercisable, Aggregate Intrinsic Value | [1] | $ 0 | ||||||
NSOs cancelled from Publishing Spin-off, shares | 90,086 | |||||||
Increase in stock based compensation to preserve intrinsic value, shares | 56,071 | |||||||
[1] | (2)The weighted average exercise price and weighted-average fair value of options outstanding as of December 28, 2014 and December 31, 2015 reflect the adjustments to the awards as a result of the Publishing Spin-off and the Special Cash Dividend, respectively. | |||||||
[2] | (1)As of the date of the Publishing Spin-off, 90,086 of NSOs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 56,071 NSOs to preserve the intrinsic value of outstanding NSOs attributable to Tribune Media Company employees, while also preserving the fair value of the awards immediately before and after the Publishing Spin-off. |
Stock Based Compensation - RSUs
Stock Based Compensation - RSUs (Details) - $ / shares | Aug. 04, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 31, 2012 | ||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Outstanding, shares | 840,000 | [1],[2] | 633,000 | 402,000 | 0 | ||
Outstanding, Weighted Average Fair Value | $ 58.39 | [1],[2] | $ 68.76 | $ 57.69 | $ 0 | ||
Grants in period, shares | 457,000 | 521,000 | 422,000 | ||||
Grants in period, Weighted Average Fair Value | $ 57.18 | $ 78.58 | $ 57.64 | ||||
Forfeitures in Period, shares | (151,000) | (86,000) | (20,000) | ||||
Forfeitures in Period, Weighted Average Fair Value | $ 58.80 | $ 68.10 | $ 56.60 | ||||
Vested and issued in period, shares | (203,000) | (149,000) | |||||
Vested and issued in period, Weighted Average Fair Value | $ 66.65 | $ 63.70 | |||||
Adjustment due to Publishing Spin-off, shares | [3] | (55,000) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other Than Options, Special Cash Dividend Adjustments | 89,000 | ||||||
Outstanding and nonvested, Weighted Average Remaining Contractual Term (in years) | 2 years 3 months 15 days | [1],[2] | 2 years 8 months 9 days | 3 years 1 month 6 days | |||
RSUs cancelled from Publishing Spin-off, shares | 94,365 | ||||||
Increase in stock based compensation to preserve intrinsic value, shares | 38,846 | ||||||
RSU Dividend Equivalent Unit (DEU) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Grants in period, shares | 16,000 | ||||||
Grants in period, Weighted Average Fair Value | $ 41.71 | ||||||
Forfeitures in Period, shares | (1,000) | ||||||
Forfeitures in Period, Weighted Average Fair Value | $ 44.26 | ||||||
Geographic Distribution, Foreign | RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Outstanding, shares | 7,906 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||
[1] | (2) Includes 7,906 RSUs which were granted to foreign employees and which the Company expects to settle in cash. These RSUs generally vest over a four year period. The fair value of these RSUs at December 31, 2015 was not material. | ||||||
[2] | (3) The weighted average fair value of outstanding RSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend. | ||||||
[3] | (1)As of the date of the Publishing Spin-off, 94,365 of RSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 38,846 RSUs to preserve the fair value of outstanding RSUs attributable to Tribune Media Company employees. |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted and Unrestricted Stock Awards (Details) - Restricted And Unrestricted Stock Awards - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Outstanding, shares | 0 | 17 | 34 | 0 |
Outstanding, Weighted Average Fair Value | $ 0 | $ 56.80 | $ 57.58 | $ 0 |
Grants in period, shares | 12 | 6 | 38 | |
Grants in period, Weighted Average Fair Value | $ 60.07 | $ 77.40 | $ 57.50 | |
Vested in period, shares | (27) | (23) | (4) | |
Vested in period, Weighted Average Fair Value | $ 58.24 | $ 63.74 | $ 56.90 | |
Forfeitures in Period, shares | (2) | |||
Forfeitures in Period, Weighted Average Fair Value | $ 56.80 | |||
Outstanding and nonvested, Weighted Average Remaining Contractual Term (in years) | 0 years | 1 year | 2 years |
Stock Based Compensation - PSUs
Stock Based Compensation - PSUs (Details) - $ / shares | Aug. 04, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||
PSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Outstanding, shares | 107,000 | [1],[2] | 43,000 | 0 | ||
Outstanding, Weighted Average Fair Value | $ 74.35 | $ 0 | ||||
Outstanding and nonvested, Weighted Average Remaining Contractual Term (in years) | 7 months 13 days | [1],[2] | 1 year 4 months | |||
Grants in period, shares | 66,000 | 55,000 | ||||
Grants in period, Weighted Average Fair Value | $ 68.10 | $ 79.16 | ||||
Forfeitures in Period, shares | (17,000) | (11,000) | ||||
Forfeitures in Period, Weighted Average Fair Value | $ 64.89 | $ 75.92 | ||||
Adjustment due to Publishing Spin-off, shares | [3] | (1,000) | ||||
Outstanding, Weighted Average Fair Value | $ 65.50 | [1],[2] | $ 74.35 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other Than Options, Special Cash Dividend Adjustments | [1] | 12,000 | ||||
PSUs cancelled from Publishing Spin-off, shares | 7,936 | |||||
Increase in stock based compensation to preserve intrinsic value, shares | 6,945 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other Than Options, Special Cash Dividend Adjustments PSUs Not Deemed Granted | 5,907 | |||||
PSU Dividend Equivalent Unit (DEU) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Grants in period, shares | 3,000 | |||||
Grants in period, Weighted Average Fair Value | $ 41.86 | |||||
[1] | (2) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. An additional adjustment of 5,907 PSUs which have not yet been deemed granted under U.S. GAAP is not reflected in the table above. | |||||
[2] | (3) The weighted average fair value of outstanding PSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend. | |||||
[3] | (1)As of the date of the Publishing Spin-off, 7,936 of PSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 6,945 PSUs to preserve the fair value of outstanding PSUs attributable to Tribune Media Company employees. |
Stock Based Compensation - Unre
Stock Based Compensation - Unrecognized Compensation Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unrecognized Compensation Cost | $ 58,686 |
Weighted Average Remaining Recognition Period (in years) | 2 years 3 months 18 days |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Earnings Per Share [Abstract] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Nonvested Shares with Forfeitable Dividends | 17,433 | |||
Weighted-average warrants outstanding excluded from EPS, shares | 877,233 | 3,372,145 | 11,965,432 | |
Anti-dilutive common share equivalents excluded from EPS, shares | 2,002,476 | 651,774 | 58,355 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||
Earnings Per Share [Abstract] | ||||||||||||
(Loss) Income from Continuing Operations | $ 314,676 | $ 52,886 | $ 67,082 | $ 28,467 | $ (319,918) | $ 463,111 | $ 162,942 | |||||
Total Dividends Distributed to Warrants as Participating Securities Under Two-class Method | 325 | 0 | 0 | |||||||||
Undistributed earnings allocated to Warrants | 0 | 15,562 | 19,497 | |||||||||
(Loss) income from continuing operations attributable to common shareholders for basic EPS | (320,243) | 447,549 | 143,445 | |||||||||
Undistributed earnings allocated to dilutive securities | [1] | 0 | 38 | 33 | ||||||||
(Loss) income from continuing operations attributable to common shareholders for diluted EPS | (320,243) | 447,587 | 143,478 | |||||||||
Income from discontinued operations, as reported | $ 0 | $ 14,889 | $ (15,840) | $ (12,601) | 0 | (13,552) | (78,613) | |||||
Undistributed earnings allocated to warrants | 0 | 502 | 9,406 | |||||||||
Income from discontinued operations attributable to common shareholders for basic and diluted EPS | [1] | 0 | 13,050 | 69,207 | ||||||||
Net income attributable to common shareholders for basic EPS | (320,243) | 460,599 | 212,652 | |||||||||
Net (loss) income attributable to common shareholders for diluted EPS | $ (320,243) | $ 460,637 | $ 212,685 | |||||||||
Weighted average shares outstanding - basic | 94,686 | 96,689 | 88,037 | |||||||||
Impact of dilutive securities | [1] | 0 | 234 | 114 | ||||||||
Weighted average shares outstanding - diluted | 94,686 | 96,923 | 88,151 | |||||||||
Basic (Loss) Earnings Per Common Share From Continuing Operations (usd per share) | $ 3.15 | $ 0.53 | $ 0.67 | $ 0.28 | $ (3.38) | $ 4.63 | ||||||
Discontinued Operations | 0 | (0.15) | 0.16 | 0.13 | 0 | 0.13 | ||||||
Net income (loss) attributable to common shareholders | $ (4.07) | $ 0.29 | $ (0.04) | $ 0.37 | 3.15 | 0.38 | 0.83 | 0.41 | (3.38) | 4.76 | $ 2.42 | |
Continuing Operations | 3.14 | 0.53 | 0.67 | 0.28 | (3.38) | 4.62 | ||||||
Discontinued Operations | 0 | (0.15) | 0.16 | 0.13 | 0 | 0.13 | ||||||
Net income (loss) attributable to common shareholders | $ (4.07) | $ 0.29 | $ (0.04) | $ 0.37 | $ 3.14 | $ 0.38 | $ 0.83 | $ 0.41 | $ (3.38) | $ 4.75 | $ 2.41 | |
[1] | The impact of dilutive securities associated with Equity Awards held by Tribune Publishing employees is immaterial. As such, all of the impact of dilutive securities has been allocated to diluted EPS from continuing operations. |
Comprehensive Income (Details)
Comprehensive Income (Details) - USD ($) $ in Thousands | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive (loss) income, balance at beginning of the period | $ (46,541) | ||||
Accumulated other comprehensive (loss) income, balance at the end of the period | $ (71,016) | $ (46,541) | |||
CareerBuilder, LLC | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Ownership in equity method investment, percent | 32.10% | ||||
Television Food Network, G.P. | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Ownership in equity method investment, percent | 31.30% | ||||
Predecessor | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive (loss) income, balance at beginning of the period | $ (908,124) | ||||
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss) | [1] | 908,124 | |||
Elimination of accumulated other comprehensive income (loss) | (1,070,764) | ||||
Other Comprehensive Income Loss Reclassification Adjustment From AOCI Pension and Other Postretirement Benefit Plans For Net Gain Loss Tax Continued and Discontinued Operations | 163,183 | ||||
Other Comprehensive Income Foreign Currency Translation Gain Loss Arising During Period Tax Continued and Discontinued Operations | (543) | ||||
Predecessor | Unrecognized Benefit Plan Gains and Losses | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive (loss) income, balance at beginning of the period | (905,314) | ||||
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss) | [1] | 905,314 | |||
Predecessor | Unrecognized Benefit Plan Gains and Losses | Pension Plans | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive (loss) income, balance at beginning of the period | (947,724) | ||||
Predecessor | Unrecognized Benefit Plan Gains and Losses | Other Postretirement Plans | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive (loss) income, balance at beginning of the period | 43,000 | ||||
Predecessor | Foreign Currency Translation Adjustments | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive (loss) income, balance at beginning of the period | (2,810) | ||||
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss) | [1] | 2,810 | |||
Predecessor | Unrecognized Gain on Marketable Securities | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive (loss) income, balance at beginning of the period | 0 | ||||
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss) | 0 | ||||
Successor | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive (loss) income, balance at beginning of the period | $ (46,541) | 140,685 | |||
Other comprehensive (loss) income | (24,475) | (185,136) | $ 140,685 | ||
Distributed in Publishing Spin-off | (2,090) | ||||
Accumulated other comprehensive (loss) income, balance at the end of the period | 0 | (71,016) | (46,541) | 140,685 | |
Successor | Unrecognized Benefit Plan Gains and Losses | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive (loss) income, balance at beginning of the period | (49,323) | 140,590 | |||
Other comprehensive (loss) income | (8,068) | (187,830) | 140,590 | ||
Distributed in Publishing Spin-off | (2,083) | ||||
Accumulated other comprehensive (loss) income, balance at the end of the period | 0 | (57,391) | (49,323) | 140,590 | |
Successor | Foreign Currency Translation Adjustments | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive (loss) income, balance at beginning of the period | (2,665) | 95 | |||
Other comprehensive (loss) income | [2] | (13,099) | (2,753) | 95 | |
Distributed in Publishing Spin-off | (7) | ||||
Accumulated other comprehensive (loss) income, balance at the end of the period | 0 | (15,764) | (2,665) | 95 | |
Successor | Foreign Currency Translation Adjustments | CareerBuilder, LLC and Television Food Network G.P. | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Other comprehensive (loss) income | [2] | (2,261) | (2,365) | ||
Successor | Unrecognized Gain on Marketable Securities | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive (loss) income, balance at beginning of the period | 5,447 | 0 | |||
Other comprehensive (loss) income | (3,308) | 5,447 | 0 | ||
Distributed in Publishing Spin-off | 0 | ||||
Accumulated other comprehensive (loss) income, balance at the end of the period | $ 0 | $ 2,139 | $ 5,447 | $ 0 | |
[1] | (1)As a result of the adoption of fresh-start reporting, amounts included in the Predecessor’s accumulated other comprehensive (loss) income at December 30, 2012 were eliminated. As a result, the Company recorded $1.071 billion of previously unrecognized pretax losses in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. The net balance at December 30, 2012 of $(905) million for benefit plans was comprised of $(948) million related to pension plans and $43 million related to other postretirement plans. | ||||
[2] | (2)The changes included a loss of $2 million in each of 2015 and 2014, net of taxes, and an immaterial impact for 2013, related to the Company’s 32.1% investment interest in CareerBuilder and the Company’s 31.3% investment interest in TV Food Network. See Note 9 for the discussion of the Company’s equity-method investments. |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 | Oct. 01, 2014 |
Related Party Transaction [Line Items] | |||
Long-term Debt | $ 3,479,023 | $ 3,494,985 | |
Principal Owner | HWW | Minimum | Oaktree Group | |||
Related Party Transaction [Line Items] | |||
Investment ownership, percentage | 10.00% | ||
Principal Owner | HWW | Maximum | Oaktree Group | |||
Related Party Transaction [Line Items] | |||
Investment ownership, percentage | 15.00% | ||
Equity Funds | Principal Owner | |||
Related Party Transaction [Line Items] | |||
Fair value of investment in loan fund limited partnership | 30,000 | 31,000 | |
Long-term Debt | $ 38,000 | $ 56,000 |
Business Segments (Details)
Business Segments (Details) | 12 Months Ended |
Dec. 31, 2015television_station | |
Segment Reporting Information [Line Items] | |
Number of Television Stations | 42 |
Percentage of Total Revenue, No Single Customer Exceeds | .1 |
Television and Entertainment | |
Segment Reporting Information [Line Items] | |
Number of Television Stations | 42 |
Dreamcatcher | Television and Entertainment | |
Segment Reporting Information [Line Items] | |
Number of Television Stations | 3 |
FOX Broadcasting Company Television Affiliates | Television and Entertainment | |
Segment Reporting Information [Line Items] | |
Number of Television Stations | 14 |
CW Television | Television and Entertainment | |
Segment Reporting Information [Line Items] | |
Number of Television Stations | 13 |
CBS Corporation Television Affiliates | Television and Entertainment | |
Segment Reporting Information [Line Items] | |
Number of Television Stations | 6 |
American Broadcasting Company Television Affiliates | Television and Entertainment | |
Segment Reporting Information [Line Items] | |
Number of Television Stations | 3 |
National Broadcasting Company Television Affiliates | Television and Entertainment | |
Segment Reporting Information [Line Items] | |
Number of Television Stations | 2 |
Independent Television Stations | Television and Entertainment | |
Segment Reporting Information [Line Items] | |
Number of Television Stations | 4 |
Business Segments - Operating S
Business Segments - Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |||||
Segment Reporting Information [Line Items] | |||||||||||||||
Operating Revenues | $ 547,605 | $ 488,594 | $ 501,524 | $ 472,737 | $ 553,420 | $ 474,858 | $ 474,979 | $ 446,102 | $ 2,010,460 | [1] | $ 1,949,359 | [1] | $ 1,147,240 | [1] | |
Total operating profit | (382,216) | 38,808 | 19,784 | 60,935 | 163,444 | 55,285 | 32,193 | 50,260 | (262,689) | [1],[2] | 301,182 | [1],[2] | 199,040 | [1],[2] | |
Depreciation | [3] | 74,289 | 70,187 | 41,187 | |||||||||||
Amortization | [3] | 195,230 | 218,287 | 114,717 | |||||||||||
Capital expenditures | 89,084 | 89,438 | 70,869 | ||||||||||||
Assets | 9,758,535 | 11,396,455 | 9,758,535 | 11,396,455 | |||||||||||
Assets held for sale (6) | [4] | 206,422 | 5,645 | 206,422 | 5,645 | ||||||||||
Depreciation from discontinued operations | 19,000 | 34,000 | |||||||||||||
Amortization from discontinued operations | 4,000 | 6,000 | |||||||||||||
Restricted cash and cash equivalents | 17,595 | 17,600 | 17,595 | 17,600 | |||||||||||
Operating Segments | Television and Entertainment | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Operating Revenues | 464,013 | 429,700 | 445,622 | 410,300 | 480,185 | 418,294 | 426,961 | 400,201 | 1,749,635 | [1] | 1,725,641 | [1] | 1,021,586 | [1] | |
Total operating profit | (365,452) | 64,061 | 47,088 | 79,348 | 146,026 | 74,294 | 52,414 | 64,697 | (174,955) | [1],[2] | 337,431 | [1],[2] | 196,899 | [1],[2] | |
Depreciation | [3] | 48,434 | 50,262 | 29,947 | |||||||||||
Amortization | [3] | 165,936 | 197,054 | 105,526 | |||||||||||
Assets | 7,748,153 | 8,234,456 | 7,748,153 | 8,234,456 | |||||||||||
Operating Segments | Digital and Data | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Operating Revenues | 71,139 | 46,561 | 43,625 | 50,202 | 60,200 | 43,434 | 33,807 | 31,485 | 211,527 | [1] | 168,926 | [1] | 72,055 | [1] | |
Total operating profit | 15,032 | $ (6,207) | $ (4,150) | $ 3,734 | 14,291 | $ (396) | $ (8,910) | $ (2,086) | 8,409 | [1],[2] | 2,899 | [1],[2] | 15,538 | [1],[2] | |
Depreciation | [3] | 9,738 | 7,744 | 2,576 | |||||||||||
Amortization | [3] | 29,294 | 21,233 | 9,191 | |||||||||||
Assets | [5] | 725,151 | 644,985 | 725,151 | 644,985 | ||||||||||
Restricted cash and cash equivalents | 3,000 | 4,000 | 3,000 | 4,000 | |||||||||||
Corporate, Non-Segment | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Operating Revenues | [1] | 49,298 | 54,792 | 53,599 | |||||||||||
Total operating profit | [1],[2] | (96,143) | (39,148) | (13,397) | |||||||||||
Depreciation | [3] | 16,117 | 12,181 | 8,664 | |||||||||||
Assets | [6] | 1,078,809 | $ 2,511,369 | 1,078,809 | 2,511,369 | ||||||||||
Restricted cash and cash equivalents | $ 18,000 | 18,000 | |||||||||||||
Continuing Operations | Operating Segments | Television and Entertainment | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Capital expenditures | 33,173 | 34,149 | 18,813 | ||||||||||||
Continuing Operations | Operating Segments | Digital and Data | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Capital expenditures | 23,626 | 13,102 | 2,993 | ||||||||||||
Continuing Operations | Corporate, Non-Segment | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Capital expenditures | 32,285 | 35,892 | 33,205 | ||||||||||||
Discontinued Operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Capital expenditures | $ 0 | $ 6,295 | $ 15,858 | ||||||||||||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods. | ||||||||||||||
[2] | (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes. | ||||||||||||||
[3] | (3)Depreciation from discontinued operations totaled $19 million, and $34 million for the years ended December 28, 2014 and December 29, 2013, respectively. Amortization from discontinued operations totaled $4 million, and $6 million for the years ended December 28, 2014 and December 29, 2013, respectively. | ||||||||||||||
[4] | (6)See Note 7 for information regarding assets held for sale. | ||||||||||||||
[5] | (4)At December 31, 2015 and December 28, 2014, Digital and Data total assets included $3 million and $4 million, respectively, related to restricted cash and cash equivalents held primarily to satisfy deferred compensation commitments. | ||||||||||||||
[6] | As of December 31, 2015 and December 28, 2014, Corporate total assets included $18 million related to restricted cash held to satisfy remaining claim obligations to holders of priority claims and fees earned by professional advisors during Chapter 11 proceedings (see Note 3). Corporate and Other assets include certain real estate assets (see Note 2) as well as the Company’s equity investment in CareerBuilder. |
Quarterly Financial Informat143
Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||
Total operating revenues | $ 547,605 | $ 488,594 | $ 501,524 | $ 472,737 | $ 553,420 | $ 474,858 | $ 474,979 | $ 446,102 | $ 2,010,460 | [1] | $ 1,949,359 | [1] | $ 1,147,240 | [1] | |||||||||
Total operating profit (loss) | (382,216) | 38,808 | 19,784 | 60,935 | 163,444 | 55,285 | 32,193 | 50,260 | (262,689) | [1],[2] | 301,182 | [1],[2] | 199,040 | [1],[2] | |||||||||
Income on equity investments, net | 27,125 | 36,987 | 45,913 | 36,934 | 38,938 | 40,559 | 118,953 | 38,263 | 146,959 | 236,713 | 145,241 | ||||||||||||
Interest and dividend income | 257 | 162 | 43 | 367 | 687 | 363 | 147 | 171 | 829 | 1,368 | 413 | ||||||||||||
Interest expense | (42,315) | (42,529) | (40,374) | (39,212) | (39,051) | (39,150) | (39,146) | (40,519) | (164,430) | (157,866) | (39,134) | ||||||||||||
Loss on extinguishment of debt | 0 | 0 | (37,040) | 0 | (37,040) | ||||||||||||||||||
Gain on investment transactions, net | 103 | [3] | 3,250 | [3] | 8,133 | [3] | 687 | [3] | 371,783 | [3] | 2 | [3] | 700 | [3] | 0 | [3] | 12,173 | [3] | 372,485 | [3] | 150 | ||
Other non-operating gain (loss), net | [3] | 5,623 | 2,306 | 211 | 0 | (3,734) | 68 | (1,295) | 157 | 8,140 | (4,804) | ||||||||||||
Reorganization items, net | [4] | (105) | 188 | (628) | (992) | (1,293) | (1,594) | (2,165) | (2,216) | (1,537) | (7,268) | ||||||||||||
Income (Loss) from Continuing Operations Before Income Taxes | (391,528) | 39,172 | (3,958) | 58,719 | 530,774 | 55,533 | 109,387 | 46,116 | (297,595) | 741,810 | 258,907 | ||||||||||||
Income tax expense | (10,600) | 11,314 | (693) | 22,302 | 216,098 | 2,647 | 42,305 | 17,649 | 22,323 | 278,699 | 95,965 | ||||||||||||
(Loss) Income from Continuing Operations | 314,676 | 52,886 | 67,082 | 28,467 | (319,918) | 463,111 | 162,942 | ||||||||||||||||
Income from Discontinued Operations, net of taxes | 0 | (14,889) | 15,840 | 12,601 | 0 | 13,552 | 78,613 | ||||||||||||||||
Net Income (Loss) | $ (380,928) | $ 27,858 | $ (3,265) | $ 36,417 | $ 314,676 | $ 37,997 | $ 82,922 | $ 41,068 | $ (319,918) | $ 476,663 | $ 241,555 | ||||||||||||
Continuing Operations | $ 3.15 | $ 0.53 | $ 0.67 | $ 0.28 | $ (3.38) | $ 4.63 | |||||||||||||||||
Discontinued Operations | 0 | (0.15) | 0.16 | 0.13 | 0 | 0.13 | |||||||||||||||||
Net income (loss) attributable to common shareholders | $ (4.07) | $ 0.29 | $ (0.04) | $ 0.37 | 3.15 | 0.38 | 0.83 | 0.41 | (3.38) | 4.76 | $ 2.42 | ||||||||||||
Continuing Operations | 3.14 | 0.53 | 0.67 | 0.28 | (3.38) | 4.62 | |||||||||||||||||
Discontinued Operations | 0 | (0.15) | 0.16 | 0.13 | 0 | 0.13 | |||||||||||||||||
Net income (loss) attributable to common shareholders | $ (4.07) | $ 0.29 | $ (0.04) | $ 0.37 | $ 3.14 | $ 0.38 | $ 0.83 | $ 0.41 | $ (3.38) | $ 4.75 | $ 2.41 | ||||||||||||
Operating Segments | Television and Entertainment | |||||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||
Total operating revenues | $ 464,013 | $ 429,700 | $ 445,622 | $ 410,300 | $ 480,185 | $ 418,294 | $ 426,961 | $ 400,201 | $ 1,749,635 | [1] | $ 1,725,641 | [1] | $ 1,021,586 | [1] | |||||||||
Total operating profit (loss) | (365,452) | 64,061 | 47,088 | 79,348 | 146,026 | 74,294 | 52,414 | 64,697 | (174,955) | [1],[2] | 337,431 | [1],[2] | 196,899 | [1],[2] | |||||||||
Operating Segments | Digital and Data | |||||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||
Total operating revenues | 71,139 | 46,561 | 43,625 | 50,202 | 60,200 | 43,434 | 33,807 | 31,485 | 211,527 | [1] | 168,926 | [1] | 72,055 | [1] | |||||||||
Total operating profit (loss) | 15,032 | (6,207) | (4,150) | 3,734 | 14,291 | (396) | (8,910) | (2,086) | 8,409 | [1],[2] | 2,899 | [1],[2] | $ 15,538 | [1],[2] | |||||||||
Corporate and Other | |||||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||
Total operating revenues | 12,453 | 12,333 | 12,277 | 12,235 | 13,035 | 13,130 | 14,211 | 14,416 | 49,298 | 54,792 | |||||||||||||
Total operating profit (loss) | $ (31,796) | $ (19,046) | $ (23,154) | $ (22,147) | $ 3,127 | $ (18,613) | $ (11,311) | $ (12,351) | $ (96,143) | $ (39,148) | |||||||||||||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods. | ||||||||||||||||||||||
[2] | (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes. | ||||||||||||||||||||||
[3] | See Note 6 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2015 and 2014. | ||||||||||||||||||||||
[4] | See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2015 and 2014. |
Condensed Consolidated Finan144
Condensed Consolidated Financial Statements - Statements of Operations and Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||||||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||||||||||||||||
Operating Revenues | $ 547,605 | $ 488,594 | $ 501,524 | $ 472,737 | $ 553,420 | $ 474,858 | $ 474,979 | $ 446,102 | $ 2,010,460 | [1] | $ 1,949,359 | [1] | $ 1,147,240 | [1] | ||||||||
Programming and direct operating expenses | 971,030 | 775,429 | 480,149 | |||||||||||||||||||
Selling, general and administrative | 647,600 | 584,274 | 312,147 | |||||||||||||||||||
Depreciation and amortization | 269,519 | 288,474 | 155,904 | |||||||||||||||||||
Impairment of goodwill and other intangible assets | 385,000 | |||||||||||||||||||||
Total Operating Expenses | 2,273,149 | 1,648,177 | 948,200 | |||||||||||||||||||
Operating (Loss) Profit | (382,216) | 38,808 | 19,784 | 60,935 | 163,444 | 55,285 | 32,193 | 50,260 | (262,689) | [1],[2] | 301,182 | [1],[2] | 199,040 | [1],[2] | ||||||||
Income on equity investments, net | 27,125 | 36,987 | 45,913 | 36,934 | 38,938 | 40,559 | 118,953 | 38,263 | 146,959 | 236,713 | 145,241 | |||||||||||
Interest and dividend income | 257 | 162 | 43 | 367 | 687 | 363 | 147 | 171 | 829 | 1,368 | 413 | |||||||||||
Interest expense | (42,315) | (42,529) | (40,374) | (39,212) | (39,051) | (39,150) | (39,146) | (40,519) | (164,430) | (157,866) | (39,134) | |||||||||||
Loss on extinguishment of debt | (37,040) | |||||||||||||||||||||
Gain on investment transaction, net | 103 | [3] | 3,250 | [3] | 8,133 | [3] | 687 | [3] | 371,783 | [3] | 2 | [3] | 700 | [3] | 0 | [3] | 12,173 | [3] | 372,485 | [3] | 150 | |
Other Nonoperating Expense, including Reorganization | 6,603 | (12,072) | (46,803) | |||||||||||||||||||
Intercompany interest income (expense) | 0 | 0 | ||||||||||||||||||||
Intercompany Income (Charges) | 0 | 0 | 0 | |||||||||||||||||||
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries | (391,528) | 39,172 | (3,958) | 58,719 | 530,774 | 55,533 | 109,387 | 46,116 | (297,595) | 741,810 | 258,907 | |||||||||||
Income tax (benefit) expense | (10,600) | 11,314 | (693) | 22,302 | 216,098 | 2,647 | 42,305 | 17,649 | 22,323 | 278,699 | 95,965 | |||||||||||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 0 | 0 | 0 | |||||||||||||||||||
(Loss) Income from Continuing Operations | 314,676 | 52,886 | 67,082 | 28,467 | (319,918) | 463,111 | 162,942 | |||||||||||||||
Income from Discontinued Operations, net of taxes | 0 | (14,889) | 15,840 | 12,601 | 0 | 13,552 | 78,613 | |||||||||||||||
Net Income (Loss) | $ (380,928) | $ 27,858 | $ (3,265) | $ 36,417 | $ 314,676 | $ 37,997 | $ 82,922 | $ 41,068 | (319,918) | 476,663 | 241,555 | |||||||||||
Comprehensive (Loss) Income | (344,393) | 291,527 | 382,240 | |||||||||||||||||||
Consolidation, Eliminations [Member] | ||||||||||||||||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||||||||||||||||
Operating Revenues | (18,837) | (16,119) | (239) | |||||||||||||||||||
Programming and direct operating expenses | (12,619) | (6,644) | 0 | |||||||||||||||||||
Selling, general and administrative | (6,218) | (9,475) | (239) | |||||||||||||||||||
Depreciation and amortization | 0 | 0 | 0 | |||||||||||||||||||
Impairment of goodwill and other intangible assets | 0 | |||||||||||||||||||||
Total Operating Expenses | (18,837) | (16,119) | (239) | |||||||||||||||||||
Operating (Loss) Profit | 0 | 0 | 0 | |||||||||||||||||||
Income on equity investments, net | 0 | 0 | 0 | |||||||||||||||||||
Interest and dividend income | 0 | 0 | 0 | |||||||||||||||||||
Interest expense | 0 | 0 | 0 | |||||||||||||||||||
Loss on extinguishment of debt | 0 | |||||||||||||||||||||
Gain on investment transaction, net | 0 | 0 | 0 | |||||||||||||||||||
Other Nonoperating Expense, including Reorganization | 0 | 0 | 0 | |||||||||||||||||||
Intercompany interest income (expense) | 0 | 0 | ||||||||||||||||||||
Intercompany Income (Charges) | 0 | 0 | 0 | |||||||||||||||||||
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries | 0 | 0 | 0 | |||||||||||||||||||
Income tax (benefit) expense | 0 | 0 | 0 | |||||||||||||||||||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 205,803 | (570,502) | (313,647) | |||||||||||||||||||
(Loss) Income from Continuing Operations | (570,502) | (313,647) | ||||||||||||||||||||
Income from Discontinued Operations, net of taxes | 0 | 0 | ||||||||||||||||||||
Net Income (Loss) | 205,803 | (570,502) | (313,647) | |||||||||||||||||||
Comprehensive (Loss) Income | 220,021 | (567,749) | (313,432) | |||||||||||||||||||
Parent (Tribune Media Company) | Reportable Legal Entities [Member] | ||||||||||||||||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||||||||||||||||
Operating Revenues | 0 | 0 | 0 | |||||||||||||||||||
Programming and direct operating expenses | 0 | 0 | 0 | |||||||||||||||||||
Selling, general and administrative | 97,093 | 73,685 | 38,501 | |||||||||||||||||||
Depreciation and amortization | 7,465 | 2,162 | 427 | |||||||||||||||||||
Impairment of goodwill and other intangible assets | 0 | |||||||||||||||||||||
Total Operating Expenses | 104,558 | 75,847 | 38,928 | |||||||||||||||||||
Operating (Loss) Profit | (104,558) | (75,847) | (38,928) | |||||||||||||||||||
Income on equity investments, net | (240) | 0 | 0 | |||||||||||||||||||
Interest and dividend income | 510 | 961 | 410 | |||||||||||||||||||
Interest expense | (163,336) | (155,227) | (38,655) | |||||||||||||||||||
Loss on extinguishment of debt | (37,040) | |||||||||||||||||||||
Gain on investment transaction, net | 791 | 0 | 0 | |||||||||||||||||||
Other Nonoperating Expense, including Reorganization | 7,880 | (8,563) | (51,570) | |||||||||||||||||||
Intercompany interest income (expense) | 1,755 | 1,760 | ||||||||||||||||||||
Intercompany Income (Charges) | 100,260 | 80,851 | 20,814 | |||||||||||||||||||
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries | (193,978) | (156,065) | (107,929) | |||||||||||||||||||
Income tax (benefit) expense | (74,417) | (55,573) | (35,306) | |||||||||||||||||||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | (200,357) | 577,155 | 314,178 | |||||||||||||||||||
(Loss) Income from Continuing Operations | 476,663 | 241,555 | ||||||||||||||||||||
Income from Discontinued Operations, net of taxes | 0 | 0 | ||||||||||||||||||||
Net Income (Loss) | (319,918) | 476,663 | 241,555 | |||||||||||||||||||
Comprehensive (Loss) Income | (344,393) | 291,527 | 382,240 | |||||||||||||||||||
Guarantor Subsidiaries | Reportable Legal Entities [Member] | ||||||||||||||||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||||||||||||||||
Operating Revenues | 1,975,463 | 1,935,338 | 1,140,243 | |||||||||||||||||||
Programming and direct operating expenses | 960,385 | 768,397 | 478,022 | |||||||||||||||||||
Selling, general and administrative | 529,400 | 502,134 | 271,186 | |||||||||||||||||||
Depreciation and amortization | 243,303 | 271,953 | 154,122 | |||||||||||||||||||
Impairment of goodwill and other intangible assets | 385,000 | |||||||||||||||||||||
Total Operating Expenses | 2,118,088 | 1,542,484 | 903,330 | |||||||||||||||||||
Operating (Loss) Profit | (142,625) | 392,854 | 236,913 | |||||||||||||||||||
Income on equity investments, net | 147,199 | 236,713 | 145,241 | |||||||||||||||||||
Interest and dividend income | 208 | 250 | 2 | |||||||||||||||||||
Interest expense | (7) | (1,442) | (479) | |||||||||||||||||||
Loss on extinguishment of debt | 0 | |||||||||||||||||||||
Gain on investment transaction, net | 8,132 | 372,485 | 150 | |||||||||||||||||||
Other Nonoperating Expense, including Reorganization | (1,277) | (3,537) | 1,226 | |||||||||||||||||||
Intercompany interest income (expense) | (1,755) | (1,760) | ||||||||||||||||||||
Intercompany Income (Charges) | (99,904) | (81,328) | (21,594) | |||||||||||||||||||
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries | (90,029) | 914,235 | 361,459 | |||||||||||||||||||
Income tax (benefit) expense | 101,493 | 342,659 | 128,035 | |||||||||||||||||||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | (5,446) | (6,653) | (531) | |||||||||||||||||||
(Loss) Income from Continuing Operations | 564,923 | 232,893 | ||||||||||||||||||||
Income from Discontinued Operations, net of taxes | 0 | 0 | ||||||||||||||||||||
Net Income (Loss) | (196,968) | 564,923 | 232,893 | |||||||||||||||||||
Comprehensive (Loss) Income | (201,018) | 562,558 | 232,935 | |||||||||||||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities [Member] | ||||||||||||||||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||||||||||||||||
Operating Revenues | 53,834 | 30,140 | 7,236 | |||||||||||||||||||
Programming and direct operating expenses | 23,264 | 13,676 | 2,127 | |||||||||||||||||||
Selling, general and administrative | 27,325 | 17,930 | 2,699 | |||||||||||||||||||
Depreciation and amortization | 18,751 | 14,359 | 1,355 | |||||||||||||||||||
Impairment of goodwill and other intangible assets | 0 | |||||||||||||||||||||
Total Operating Expenses | 69,340 | 45,965 | 6,181 | |||||||||||||||||||
Operating (Loss) Profit | (15,506) | (15,825) | 1,055 | |||||||||||||||||||
Income on equity investments, net | 0 | 0 | 0 | |||||||||||||||||||
Interest and dividend income | 111 | 157 | 1 | |||||||||||||||||||
Interest expense | (1,087) | (1,197) | 0 | |||||||||||||||||||
Loss on extinguishment of debt | 0 | |||||||||||||||||||||
Gain on investment transaction, net | 3,250 | 0 | 0 | |||||||||||||||||||
Other Nonoperating Expense, including Reorganization | 0 | 28 | 3,541 | |||||||||||||||||||
Intercompany interest income (expense) | 0 | 0 | ||||||||||||||||||||
Intercompany Income (Charges) | (356) | 477 | 780 | |||||||||||||||||||
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries | (13,588) | (16,360) | 5,377 | |||||||||||||||||||
Income tax (benefit) expense | (4,753) | (8,387) | 3,236 | |||||||||||||||||||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 0 | 0 | 0 | |||||||||||||||||||
(Loss) Income from Continuing Operations | (7,973) | 2,141 | ||||||||||||||||||||
Income from Discontinued Operations, net of taxes | 13,552 | 78,613 | ||||||||||||||||||||
Net Income (Loss) | (8,835) | 5,579 | 80,754 | |||||||||||||||||||
Comprehensive (Loss) Income | $ (19,003) | $ 5,191 | $ 80,497 | |||||||||||||||||||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods. | |||||||||||||||||||||
[2] | (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes. | |||||||||||||||||||||
[3] | See Note 6 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2015 and 2014. |
Condensed Consolidated Finan145
Condensed Consolidated Financial Statements - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 29, 2012 | |
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | $ 262,644 | $ 1,455,183 | $ 640,697 | $ 430,574 | |
Restricted cash and cash equivalents | 17,595 | 17,600 | |||
Accounts receivable, net | 466,628 | 440,722 | |||
Broadcast rights | 160,240 | 147,423 | |||
Income taxes receivable | 42,838 | 4,931 | |||
Deferred income taxes | 0 | 29,675 | |||
Prepaid expenses | 63,337 | 26,300 | |||
Other Assets, Current | 8,663 | 38,989 | |||
Total current assets | 1,021,945 | 2,160,823 | |||
Property, plant and equipment | 818,658 | 953,438 | |||
Accumulated depreciation | (160,801) | (102,841) | |||
Net properties | 657,857 | 850,597 | |||
Investments in subsidiaries | 0 | 0 | |||
Broadcast rights | 203,422 | 157,014 | |||
Goodwill | 3,561,812 | 3,918,136 | 3,815,196 | ||
Other intangible assets, net | 2,240,199 | 2,397,794 | |||
Assets held for sale | [1] | 206,422 | 5,645 | ||
Investments | 1,692,700 | 1,717,192 | |||
Intercompany receivables | 0 | 0 | |||
Intercompany loan receivable | 0 | 0 | |||
Other | 174,178 | 189,254 | |||
Total other assets | 8,078,733 | 8,385,035 | |||
Total Assets | 9,758,535 | 11,396,455 | |||
Accounts payable | 60,394 | 77,295 | |||
Debt due within one year | 26,479 | 4,088 | |||
Income taxes payable | 3,458 | 252,570 | |||
Employee compensation and benefits | 87,976 | 80,270 | |||
Contracts payable for broadcast rights | 236,676 | 178,685 | |||
Deferred revenue | 44,721 | 34,352 | |||
Interest payable | 33,828 | 12,238 | |||
Other | 141,861 | 124,952 | |||
Total current liabilities | 547,417 | 684,180 | |||
Long-term debt | 3,452,544 | 3,490,897 | |||
Intercompany loan payable | 0 | 0 | |||
Deferred income taxes | 984,032 | 1,156,214 | |||
Contracts payable for broadcast rights | 385,107 | 279,819 | |||
Contract intangible liability, net | 13,772 | 34,425 | 193,730 | ||
Intercompany payables | 0 | 0 | |||
Other | 543,941 | 555,489 | |||
Total non-current liabilities | 5,379,396 | 5,516,844 | |||
Total Liabilities | 5,926,813 | 6,201,024 | |||
Common Stock | 100 | 98 | |||
Treasury Stock | (400,153) | (67,814) | |||
Additional paid-in-capital | 4,619,618 | 4,591,470 | |||
Retained (deficit) earnings | (322,351) | 718,218 | |||
Accumulated other comprehensive loss | (71,016) | (46,541) | |||
Total Tribune Media Company shareholders’ equity (deficit) | 3,826,198 | 5,195,431 | |||
Noncontrolling interests | 5,524 | 0 | |||
Total shareholders’ equity (deficit) | 3,831,722 | 5,195,431 | |||
Total Liabilities and Shareholders’ Equity (Deficit) | 9,758,535 | 11,396,455 | |||
Consolidation, Eliminations [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Restricted cash and cash equivalents | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Broadcast rights | 0 | 0 | |||
Income taxes receivable | 0 | (1,481) | |||
Deferred income taxes | 0 | ||||
Prepaid expenses | 0 | 0 | |||
Other Assets, Current | 0 | 0 | |||
Total current assets | 0 | (1,481) | |||
Property, plant and equipment | 0 | 0 | |||
Accumulated depreciation | 0 | 0 | |||
Net properties | 0 | 0 | |||
Investments in subsidiaries | (10,479,353) | (10,600,716) | |||
Broadcast rights | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Assets held for sale | 0 | 0 | |||
Investments | 0 | 0 | |||
Intercompany receivables | (6,158,611) | (5,035,424) | |||
Intercompany loan receivable | (27,000) | (27,000) | |||
Other | (187,302) | (188,536) | |||
Total other assets | (6,372,913) | (5,250,960) | |||
Total Assets | (16,852,266) | (15,853,157) | |||
Accounts payable | 0 | 0 | |||
Debt due within one year | 0 | 0 | |||
Income taxes payable | 0 | (1,481) | |||
Contracts payable for broadcast rights | 0 | 0 | |||
Deferred revenue | 0 | 0 | |||
Interest payable | 0 | 0 | |||
Other | 0 | 0 | |||
Total current liabilities | 0 | (1,481) | |||
Long-term debt | 0 | 0 | |||
Intercompany loan payable | (27,000) | (27,000) | |||
Deferred income taxes | (187,302) | (188,536) | |||
Contracts payable for broadcast rights | 0 | 0 | |||
Contract intangible liability, net | 0 | 0 | |||
Intercompany payables | (6,158,611) | (5,035,424) | |||
Other | 0 | 0 | |||
Total non-current liabilities | (6,372,913) | (5,250,960) | |||
Total Liabilities | (6,372,913) | (5,252,441) | |||
Common Stock | 0 | 0 | |||
Treasury Stock | 0 | 0 | |||
Additional paid-in-capital | (9,817,885) | (9,719,881) | |||
Retained (deficit) earnings | (678,351) | (883,499) | |||
Accumulated other comprehensive loss | 16,883 | 2,664 | |||
Total Tribune Media Company shareholders’ equity (deficit) | (10,479,353) | ||||
Noncontrolling interests | 0 | ||||
Total shareholders’ equity (deficit) | (10,479,353) | (10,600,716) | |||
Total Liabilities and Shareholders’ Equity (Deficit) | (16,852,266) | (15,853,157) | |||
Parent (Tribune Media Company) | Reportable Legal Entities [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 235,508 | 1,433,388 | 555,442 | 410,301 | |
Restricted cash and cash equivalents | 17,595 | 17,600 | |||
Accounts receivable, net | 672 | 7,073 | |||
Broadcast rights | 0 | 0 | |||
Income taxes receivable | 0 | 0 | |||
Deferred income taxes | 8,546 | ||||
Prepaid expenses | 16,747 | 15,593 | |||
Other Assets, Current | 4,494 | 4,048 | |||
Total current assets | 275,016 | 1,486,248 | |||
Property, plant and equipment | 47,909 | 24,699 | |||
Accumulated depreciation | (10,607) | (3,636) | |||
Net properties | 37,302 | 21,063 | |||
Investments in subsidiaries | 10,374,921 | 10,512,753 | |||
Broadcast rights | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Assets held for sale | 0 | 0 | |||
Investments | 18,276 | 8,958 | |||
Intercompany receivables | 1,560,781 | 979,345 | |||
Intercompany loan receivable | 27,000 | 27,000 | |||
Other | 239,046 | 261,229 | |||
Total other assets | 1,845,103 | 1,276,532 | |||
Total Assets | 12,532,342 | 13,296,596 | |||
Accounts payable | 29,587 | 36,123 | |||
Debt due within one year | 22,443 | 0 | |||
Income taxes payable | 0 | 0 | |||
Contracts payable for broadcast rights | 0 | 0 | |||
Deferred revenue | 0 | 0 | |||
Interest payable | 33,826 | 12,155 | |||
Other | 44,615 | 47,288 | |||
Total current liabilities | 130,471 | 95,566 | |||
Long-term debt | 3,437,713 | 3,471,017 | |||
Intercompany loan payable | 0 | 0 | |||
Deferred income taxes | 0 | 0 | |||
Contracts payable for broadcast rights | 0 | 0 | |||
Contract intangible liability, net | 0 | 0 | |||
Intercompany payables | 4,652,289 | 4,022,344 | |||
Other | 485,671 | 512,238 | |||
Total non-current liabilities | 8,575,673 | 8,005,599 | |||
Total Liabilities | 8,706,144 | 8,101,165 | |||
Common Stock | 100 | 98 | |||
Treasury Stock | (400,153) | (67,814) | |||
Additional paid-in-capital | 4,619,618 | 4,591,470 | |||
Retained (deficit) earnings | (322,351) | 718,218 | |||
Accumulated other comprehensive loss | (71,016) | (46,541) | |||
Total Tribune Media Company shareholders’ equity (deficit) | 3,826,198 | ||||
Noncontrolling interests | 0 | ||||
Total shareholders’ equity (deficit) | 3,826,198 | 5,195,431 | |||
Total Liabilities and Shareholders’ Equity (Deficit) | 12,532,342 | 13,296,596 | |||
Guarantor Subsidiaries | Reportable Legal Entities [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 13,054 | 12,204 | 71,788 | 2,789 | |
Restricted cash and cash equivalents | 0 | 0 | |||
Accounts receivable, net | 452,722 | 426,574 | |||
Broadcast rights | 157,538 | 144,619 | |||
Income taxes receivable | 42,816 | 4,891 | |||
Deferred income taxes | 21,096 | ||||
Prepaid expenses | 44,817 | 9,435 | |||
Other Assets, Current | 3,818 | 34,869 | |||
Total current assets | 714,765 | 653,688 | |||
Property, plant and equipment | 662,094 | 830,942 | |||
Accumulated depreciation | (144,089) | (95,692) | |||
Net properties | 518,005 | 735,250 | |||
Investments in subsidiaries | 104,432 | 87,963 | |||
Broadcast rights | 203,376 | 156,949 | |||
Goodwill | 3,508,718 | 3,889,609 | |||
Other intangible assets, net | 2,091,010 | 2,270,955 | |||
Assets held for sale | 206,422 | 5,645 | |||
Investments | 1,659,029 | 1,695,289 | |||
Intercompany receivables | 4,265,957 | 3,578,837 | |||
Intercompany loan receivable | 0 | 0 | |||
Other | 117,124 | 108,936 | |||
Total other assets | 12,051,636 | 11,706,220 | |||
Total Assets | 13,388,838 | 13,183,121 | |||
Accounts payable | 24,153 | 39,680 | |||
Debt due within one year | 0 | 54 | |||
Income taxes payable | 2,700 | 254,051 | |||
Contracts payable for broadcast rights | 233,660 | 172,133 | |||
Deferred revenue | 39,654 | 30,442 | |||
Interest payable | 0 | 0 | |||
Other | 91,384 | 68,067 | |||
Total current liabilities | 391,551 | 564,427 | |||
Long-term debt | 0 | 0 | |||
Intercompany loan payable | 27,000 | 27,000 | |||
Deferred income taxes | 994,083 | 1,050,751 | |||
Contracts payable for broadcast rights | 385,052 | 279,662 | |||
Contract intangible liability, net | 13,772 | 34,425 | |||
Intercompany payables | 1,397,981 | 887,352 | |||
Other | 55,779 | 39,679 | |||
Total non-current liabilities | 2,873,667 | 2,318,869 | |||
Total Liabilities | 3,265,218 | 2,883,296 | |||
Common Stock | 0 | 0 | |||
Treasury Stock | 0 | 0 | |||
Additional paid-in-capital | 9,529,071 | 9,504,260 | |||
Retained (deficit) earnings | 600,853 | 797,819 | |||
Accumulated other comprehensive loss | (6,304) | (2,254) | |||
Total Tribune Media Company shareholders’ equity (deficit) | 10,123,620 | ||||
Noncontrolling interests | 0 | ||||
Total shareholders’ equity (deficit) | 10,123,620 | 10,299,825 | |||
Total Liabilities and Shareholders’ Equity (Deficit) | 13,388,838 | 13,183,121 | |||
Non-Guarantor Subsidiaries | Reportable Legal Entities [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 14,082 | 9,591 | $ 13,467 | $ 17,484 | |
Restricted cash and cash equivalents | 0 | 0 | |||
Accounts receivable, net | 13,234 | 7,075 | |||
Broadcast rights | 2,702 | 2,804 | |||
Income taxes receivable | 22 | 1,521 | |||
Deferred income taxes | 33 | ||||
Prepaid expenses | 1,773 | 1,272 | |||
Other Assets, Current | 351 | 72 | |||
Total current assets | 32,164 | 22,368 | |||
Property, plant and equipment | 108,655 | 97,797 | |||
Accumulated depreciation | (6,105) | (3,513) | |||
Net properties | 102,550 | 94,284 | |||
Investments in subsidiaries | 0 | 0 | |||
Broadcast rights | 46 | 65 | |||
Goodwill | 53,094 | 28,527 | |||
Other intangible assets, net | 149,189 | 126,839 | |||
Assets held for sale | 0 | 0 | |||
Investments | 15,395 | 12,945 | |||
Intercompany receivables | 331,873 | 477,242 | |||
Intercompany loan receivable | 0 | 0 | |||
Other | 5,310 | 7,625 | |||
Total other assets | 554,907 | 653,243 | |||
Total Assets | 689,621 | 769,895 | |||
Accounts payable | 6,654 | 1,492 | |||
Debt due within one year | 4,036 | 4,034 | |||
Income taxes payable | 758 | 0 | |||
Contracts payable for broadcast rights | 3,016 | 6,552 | |||
Deferred revenue | 5,067 | 3,910 | |||
Interest payable | 2 | 83 | |||
Other | 5,862 | 9,597 | |||
Total current liabilities | 25,395 | 25,668 | |||
Long-term debt | 14,831 | 19,880 | |||
Intercompany loan payable | 0 | 0 | |||
Deferred income taxes | 177,251 | 293,999 | |||
Contracts payable for broadcast rights | 55 | 157 | |||
Contract intangible liability, net | 0 | 0 | |||
Intercompany payables | 108,341 | 125,728 | |||
Other | 2,491 | 3,572 | |||
Total non-current liabilities | 302,969 | 443,336 | |||
Total Liabilities | 328,364 | 469,004 | |||
Common Stock | 0 | 0 | |||
Treasury Stock | 0 | 0 | |||
Additional paid-in-capital | 288,814 | 215,621 | |||
Retained (deficit) earnings | 77,498 | 85,680 | |||
Accumulated other comprehensive loss | (10,579) | (410) | |||
Total Tribune Media Company shareholders’ equity (deficit) | 355,733 | ||||
Noncontrolling interests | 5,524 | ||||
Total shareholders’ equity (deficit) | 361,257 | 300,891 | |||
Total Liabilities and Shareholders’ Equity (Deficit) | $ 689,621 | $ 769,895 | |||
[1] | (6)See Note 7 for information regarding assets held for sale. |
Condensed Consolidated Finan146
Condensed Consolidated Financial Statements - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 29, 2012 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | $ 25,944 | $ 378,455 | $ 359,571 | |
Capital expenditures | (89,084) | (89,438) | (70,869) | |
Acquisitions, net of cash acquired | (74,959) | (279,833) | (2,550,410) | |
Increase in restricted cash related to acquisition of Local TV | 201,922 | (201,922) | ||
Intercompany notes issuance | 0 | |||
Transfers to restricted cash | 1,112 | (1,109) | ||
Investments | (23,042) | (2,330) | (2,817) | |
Distributions from equity investments | 10,328 | 180,521 | 53,871 | |
Intercompany dividends | 0 | |||
Proceeds from sales of investments | 44,982 | 659,395 | 2,174 | |
Proceeds from sales of real estate | 4,930 | 49,870 | 10,739 | |
Net cash (used in) provided by investing activities | (125,733) | 718,998 | (2,759,234) | |
Long-term borrowings related to Publishing Spin-off | 346,500 | |||
Long-term borrowings | 1,100,000 | 3,790,500 | ||
Repayments of long-term debt | (1,114,262) | (299,285) | (1,102,234) | |
Repayment of Senior Toggle Notes | (172,237) | |||
Long-term debt issuance costs | (20,202) | (78,480) | ||
Long-term debt issuance costs related to Publishing Spin-off | (10,179) | |||
Intercompany notes borrowing | 0 | |||
Payment of dividends | (719,919) | |||
Settlements of contingent consideration, net | 1,174 | |||
Common stock repurchases | (339,942) | (60,211) | ||
Cash and restricted cash distributed to Tribune Publishing | (86,530) | |||
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities | (868) | 868 | ||
Tax withholdings related to net share settlements of share-based awards | (4,421) | (3,201) | ||
Proceeds from stock option exercises | 166 | 1,308 | ||
Intercompany dividends | 0 | |||
Contributions from noncontrolling interests | 5,524 | |||
Change in intercompany receivables and payables | 0 | 0 | 0 | |
Net cash provided by (used in) financing activities | (1,092,750) | (282,967) | 2,609,786 | |
Net (Decrease) Increase in Cash and Cash Equivalents | (1,192,539) | 814,486 | 210,123 | |
Cash and cash equivalents | 262,644 | 1,455,183 | 640,697 | $ 430,574 |
Consolidation, Eliminations [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | 0 | (253,563) | 0 | |
Capital expenditures | 0 | 0 | 0 | |
Acquisitions, net of cash acquired | 0 | 0 | 0 | |
Increase in restricted cash related to acquisition of Local TV | 0 | 0 | ||
Intercompany notes issuance | 27,000 | |||
Transfers to restricted cash | 0 | 0 | ||
Investments | 0 | 0 | 0 | |
Distributions from equity investments | 0 | 0 | 0 | |
Intercompany dividends | (21,437) | |||
Proceeds from sales of investments | 0 | 0 | 0 | |
Proceeds from sales of real estate | 0 | 0 | 0 | |
Net cash (used in) provided by investing activities | 0 | (21,437) | 27,000 | |
Long-term borrowings related to Publishing Spin-off | 0 | |||
Long-term borrowings | 0 | 0 | ||
Repayments of long-term debt | 0 | 0 | 0 | |
Repayment of Senior Toggle Notes | 0 | |||
Long-term debt issuance costs | 0 | 0 | ||
Long-term debt issuance costs related to Publishing Spin-off | 0 | |||
Intercompany notes borrowing | (27,000) | |||
Payment of dividends | 0 | |||
Settlements of contingent consideration, net | 0 | |||
Common stock repurchases | 0 | 0 | ||
Cash and restricted cash distributed to Tribune Publishing | 0 | |||
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities | 0 | 0 | ||
Tax withholdings related to net share settlements of share-based awards | 0 | 0 | ||
Proceeds from stock option exercises | 0 | 0 | ||
Intercompany dividends | 275,000 | |||
Contributions from noncontrolling interests | 0 | |||
Change in intercompany receivables and payables | 0 | 0 | 0 | |
Net cash provided by (used in) financing activities | 0 | 275,000 | (27,000) | |
Net (Decrease) Increase in Cash and Cash Equivalents | 0 | 0 | 0 | |
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Parent (Tribune Media Company) | Reportable Legal Entities [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | (47,422) | 144,792 | (119,522) | |
Capital expenditures | (20,775) | (33,485) | (30,340) | |
Acquisitions, net of cash acquired | 0 | (157,814) | 0 | |
Increase in restricted cash related to acquisition of Local TV | 0 | 0 | ||
Intercompany notes issuance | (27,000) | |||
Transfers to restricted cash | 0 | 0 | ||
Investments | (15,000) | 0 | (275) | |
Distributions from equity investments | 0 | 0 | 0 | |
Intercompany dividends | 21,437 | |||
Proceeds from sales of investments | 103 | 103 | 2,074 | |
Proceeds from sales of real estate | 0 | 0 | 0 | |
Net cash (used in) provided by investing activities | (35,672) | (169,759) | (55,541) | |
Long-term borrowings related to Publishing Spin-off | 0 | |||
Long-term borrowings | 1,100,000 | 3,763,567 | ||
Repayments of long-term debt | (1,110,159) | (293,865) | (1,100,000) | |
Repayment of Senior Toggle Notes | 0 | |||
Long-term debt issuance costs | (20,202) | (78,480) | ||
Long-term debt issuance costs related to Publishing Spin-off | 0 | |||
Intercompany notes borrowing | 0 | |||
Payment of dividends | (719,919) | |||
Settlements of contingent consideration, net | 0 | |||
Common stock repurchases | (339,942) | (60,211) | ||
Cash and restricted cash distributed to Tribune Publishing | 0 | |||
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities | (868) | 868 | ||
Tax withholdings related to net share settlements of share-based awards | (4,421) | (3,201) | ||
Proceeds from stock option exercises | 166 | 1,308 | ||
Intercompany dividends | 0 | |||
Contributions from noncontrolling interests | 0 | |||
Change in intercompany receivables and payables | (19,441) | 1,258,014 | (2,264,883) | |
Net cash provided by (used in) financing activities | (1,114,786) | 902,913 | 320,204 | |
Net (Decrease) Increase in Cash and Cash Equivalents | (1,197,880) | 877,946 | 145,141 | |
Cash and cash equivalents | 235,508 | 1,433,388 | 555,442 | 410,301 |
Guarantor Subsidiaries | Reportable Legal Entities [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | 190,327 | 399,228 | 383,994 | |
Capital expenditures | (64,318) | (48,793) | (23,424) | |
Acquisitions, net of cash acquired | (5,109) | (68,537) | (2,523,410) | |
Increase in restricted cash related to acquisition of Local TV | 201,922 | (201,922) | ||
Intercompany notes issuance | 0 | |||
Transfers to restricted cash | 1,112 | (1,109) | ||
Investments | (542) | (830) | (2,373) | |
Distributions from equity investments | 10,328 | 180,521 | 53,871 | |
Intercompany dividends | 0 | |||
Proceeds from sales of investments | 36,579 | 659,292 | 0 | |
Proceeds from sales of real estate | 4,930 | 49,870 | 10,739 | |
Net cash (used in) provided by investing activities | (17,020) | 972,336 | (2,686,519) | |
Long-term borrowings related to Publishing Spin-off | 0 | |||
Long-term borrowings | 0 | 0 | ||
Repayments of long-term debt | (54) | (2,383) | (2,234) | |
Repayment of Senior Toggle Notes | (172,237) | |||
Long-term debt issuance costs | 0 | 0 | ||
Long-term debt issuance costs related to Publishing Spin-off | 0 | |||
Intercompany notes borrowing | 27,000 | |||
Payment of dividends | 0 | |||
Settlements of contingent consideration, net | 4,088 | |||
Common stock repurchases | 0 | 0 | ||
Cash and restricted cash distributed to Tribune Publishing | 0 | |||
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities | 0 | 0 | ||
Tax withholdings related to net share settlements of share-based awards | 0 | 0 | ||
Proceeds from stock option exercises | 0 | 0 | ||
Intercompany dividends | 0 | |||
Contributions from noncontrolling interests | 0 | |||
Change in intercompany receivables and payables | (176,491) | (1,256,528) | 2,346,758 | |
Net cash provided by (used in) financing activities | (172,457) | (1,431,148) | 2,371,524 | |
Net (Decrease) Increase in Cash and Cash Equivalents | 850 | (59,584) | 68,999 | |
Cash and cash equivalents | 13,054 | 12,204 | 71,788 | 2,789 |
Non-Guarantor Subsidiaries | Reportable Legal Entities [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | (116,961) | 87,998 | 95,099 | |
Capital expenditures | (3,991) | (7,160) | (17,105) | |
Acquisitions, net of cash acquired | (69,850) | (53,482) | (27,000) | |
Increase in restricted cash related to acquisition of Local TV | 0 | 0 | ||
Intercompany notes issuance | 0 | |||
Transfers to restricted cash | 0 | 0 | ||
Investments | (7,500) | (1,500) | (169) | |
Distributions from equity investments | 0 | 0 | 0 | |
Intercompany dividends | 0 | |||
Proceeds from sales of investments | 8,300 | 0 | 100 | |
Proceeds from sales of real estate | 0 | 0 | 0 | |
Net cash (used in) provided by investing activities | (73,041) | (62,142) | (44,174) | |
Long-term borrowings related to Publishing Spin-off | 346,500 | |||
Long-term borrowings | 0 | 26,933 | ||
Repayments of long-term debt | (4,049) | (3,037) | 0 | |
Repayment of Senior Toggle Notes | 0 | |||
Long-term debt issuance costs | 0 | 0 | ||
Long-term debt issuance costs related to Publishing Spin-off | (10,179) | |||
Intercompany notes borrowing | 0 | |||
Payment of dividends | 0 | |||
Settlements of contingent consideration, net | (2,914) | |||
Common stock repurchases | 0 | 0 | ||
Cash and restricted cash distributed to Tribune Publishing | (86,530) | |||
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities | 0 | 0 | ||
Tax withholdings related to net share settlements of share-based awards | 0 | 0 | ||
Proceeds from stock option exercises | 0 | 0 | ||
Intercompany dividends | (275,000) | |||
Contributions from noncontrolling interests | 5,524 | |||
Change in intercompany receivables and payables | 195,932 | (1,486) | (81,875) | |
Net cash provided by (used in) financing activities | 194,493 | (29,732) | (54,942) | |
Net (Decrease) Increase in Cash and Cash Equivalents | 4,491 | (3,876) | (4,017) | |
Cash and cash equivalents | $ 14,082 | $ 9,591 | $ 13,467 | $ 17,484 |
Uncategorized Items - trco-2016
Label | Element | Value |
Predecessor [Member] | ||
Cash and Cash Equivalents, at Carrying Value | us-gaap_CashAndCashEquivalentsAtCarryingValue | $ 2,284,426,000 |
Successor [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments | 2,000 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 7,319,000 |
AOCI Attributable to Parent [Member] | Successor [Member] | ||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent | 140,685,000 |
Additional Paid-in Capital [Member] | Successor [Member] | ||
Warrant Exercises Cost | trco_WarrantExercisesCost | (10,000) |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments | 2,000 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 7,319,000 |
Retained Earnings [Member] | Successor [Member] | ||
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | $ 241,555,000 |
Common Class A [Member] | Successor [Member] | ||
Stock Issued During Period, Shares, Exercise of Warrants | trco_StockIssuedDuringPeriodSharesExerciseofWarrants | 9,787,000 |
Warrant Exercises Cost | trco_WarrantExercisesCost | $ 10,000 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | 1,389,000 |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments | $ 1,000 |
Common Class B [Member] | Successor [Member] | ||
Stock Issued During Period, Shares, Exercise of Warrants | trco_StockIssuedDuringPeriodSharesExerciseofWarrants | 119,000 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | (1,389,000) |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments | $ (1,000) |